<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
SEAGULL ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 74-1764876
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 FANNIN
SUITE 1700
HOUSTON, TEXAS 77002-6714
(Address of principal executive offices, including zip code)
____________________
GLOBAL NATURAL RESOURCES INC. 1989 KEY EMPLOYEES STOCK OPTION PLAN
GLOBAL NATURAL RESOURCES INC. 1992 STOCK OPTION PLAN
(Full title of the plan)
WILLIAM L. TRANSIER
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
SEAGULL ENERGY CORPORATION
1001 FANNIN, SUITE 1700
HOUSTON, TEXAS 77002-6714
(Name and address of agent for service)
(713) 951-4700
(Telephone number, including area code, of agent for service)
Copy to:
J. MARK METTS
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
HOUSTON, TEXAS 77002-6760
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price aggregate registration fee
registered per share (1) offering price (1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value (2) 2,469,984 shares $13.373 $33,030,711 $10,010
========================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee, in
accordance with Rule 457(h), on the basis of (i) the weighted average
price of $8.51 per share at which outstanding Global Natural Resources Inc.
Stock Options ("Global Options") may be exercised, for the 1,377,068
Global Options for which such price is known, and (ii) the price of
securities of the same class, as determined in accordance with Rule 457(c),
using the average of the high and low prices reported on the New York
Stock Exchange of $19.50 per share for Registrant's Common Stock on
September 26, 1996, for the 1,092,916 Global Options for which a price is
not known.
(2) This Registration Statement also pertains to rights to purchase shares of
Series B Junior Participating Preferred Stock of the Registrant. One right
is attached to and trades with each share of Registrant's Common Stock.
Until the occurrence of certain events, the rights are not exercisable and
will not be evidenced or transferred apart from the Registrant's Common
Stock. Any value attributable to such rights is reflected in the market
price of Registrant's Common Stock.
_________________
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Seagull Energy Corporation (Exchange
Act Registration No. 1-8094), a Texas corporation (the "Registrant"), are
incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1995;
(b) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996;
(c) Current Report on Form 8-K filed with the Commission on August
28, 1996, including the financial statements of Esso Suez Inc.
filed as Exhibit 99.1 to such Current Report;
(d) the description of Registrant's Common Stock contained in the
Registration Statement on Form 8-A declared effective by the
Commission on January 30, 1981, together with the amendments
on Form 8 filed with the Commission on January 29, 1981,
January 30, 1981 and October 28, 1991; and
(e) the description of Registrant's Series B Junior Participating
Preferred Stock and related rights contained in the
Registration Statement on Form 8-A filed with the Commission
on March 17, 1989.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is a party by reason of his position. With respect to
any proceeding arising from actions taken in his official capacity, as a
director or officer, he may be indemnified so long as it shall be determined
that he conducted himself in good faith and that he reasonably believed that
such conduct was in the corporation's best interest. In cases not concerning
conduct in his official capacity as a director or officer, a director or
officer may be indemnified so long as it shall be determined that he conducted
himself in good faith and that he reasonably believed that his conduct was not
opposed to the corporation's best interest. In the case of any criminal
proceeding, a director or officer may be indemnified if he had no reasonable
cause to believe his conduct was unlawful. If a director of officer is wholly
successful, on the merits or otherwise, in connection with such a proceeding,
such indemnification is mandatory.
Article VI of Registrant's Bylaws requires the indemnification of officers
and directors to the fullest extent permitted by the Texas Business Corporation
Act. Registrant also has policies insuring its officers and directors against
certain liabilities for actions taken in such capacities, including liabilities
under the Securities Act of 1933.
Reference is made to Article Eleven of the Articles of Incorporation of the
Registrant, which was adopted by Registrant's shareholders on May 11, 1988 and
which provides as follows:
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"ARTICLE ELEVEN
A director of the corporation shall not be liable to the corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders; (ii) for
acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (iii) for any transaction from which the
director received an improper benefit, whether or not the benefit resulted
from an action taken within the scope of the director's office; (iv) for
acts or omissions for which the liability of a director is expressly
provided for by statute; or (v) for acts related to an unlawful stock
repurchase or dividend payment. Any repeal or amendment of this Article by
the shareholders of the corporation shall be prospective only, and shall
not adversely affect any limitation on the liability of a director of the
corporation existing at the time of such repeal or amendment. In addition
to the circumstances in which a director of the corporation is not liable
as set forth in the preceding sentences, a director shall not be liable to
the fullest extent permitted by any provision of the statutes of Texas
hereafter enacted that further limits the liability of a director."
Effective as of August 28, 1989, Article 7.06.B of the Texas Miscellaneous
Corporation Laws Act was amended to read in its entirety as follows:
"B. The articles of incorporation of a corporation may provide that a
director of the corporation shall not be liable, or shall be liable only to
the extent provided in the articles of incorporation, to the corporation or
its shareholders or members for monetary damages for an act or mission in
the director's capacity as a director, except that this article does not
authorize the elimination or limitation of the liability of a director to
the extent the director is found liable for:
(1) a breach of the director's duty of loyalty to the corporation
or its shareholders or members;
(2) an act or omission not in good faith that constitutes a breach
of duty of the director to the corporation or an act or omission that
involves intentional misconduct or a knowing violation of the law;
(3) a transaction from which the director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office; or
(4) an act or omission for which the liability of a director is
expressly provided for by an applicable statute."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
4.1 - Articles of Incorporation of Seagull Energy Corporation, as
amended, including Articles of Amendment filed May 12,
1988, May 21, 1991, and May 21, 1993 with the Secretary of
State of the State of Texas, that certain Statement of
Relative Rights and Preferences related to the designation
and issuance of Registrant's $2.25 Convertible Exchangeable
Preferred Stock, Series A, filed August 6, 1986 with the
Secretary of State of the State of Texas and that certain
Statement of Resolution Establishing Series of Shares of
Series B Junior Participating Preferred Stock of Registrant
filed March 21, 1989 with the Secretary of State of the
State of Texas (incorporated by reference to Exhibit 3.1 to
Quarterly Report of Seagull Energy Corporation on Form 10-Q
for the quarter ended June 30, 1993).
4.2 - Bylaws of Registrant, as amended through March 17, 1995
(incorporated by reference to Exhibit 3.1 to Quarterly
Report of Seagull Energy Corporation on Form 10-Q for the
quarter ended March 31, 1995).
4.3 - Rights Agreement dated as of March 17, 1989 between Seagull
Energy Corporation and NCNB Texas National Bank, as Rights
Agent, which includes the form of Statement of Resolution
setting forth the terms of the Series B Junior
Participating Preferred Stock, par value $1.00 per share,
as Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares as
Exhibit C (incorporated by reference to Exhibit 4.8 to
Quarterly Report of Seagull Energy Corporation on Form 10-Q
for the quarter ended June 30, 1993).
4.4 - First Amendment to Right Agreement by and between Seagull
Energy Corporation and NationsBank of Texas, N.A. (Formerly
NCNB Texas National Bank) dated as of June 18, 1992
(incorporated by
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<PAGE> 4
reference to Exhibit 3.4 to Registration Statement of
Seagull Energy Corporation on Form S-3 (File No. 33-55426)).
4.5 - Global Natural Resources Inc. 1989 Key Employees Stock
Option Plan (incorporated by reference to Exhibit 4.1 to
Registration Statement of Global Natural Resources Inc. on
Form S-8 (File No. 33-31537)).
4.6 - Global Natural Resources Inc. 1992 Stock Option Plan
(incorporated by reference to Exhibit 4.1 to Registration
Statement of Global Natural Resources Inc. on Form S-8
(File No. 33-62106)).
5.1 - Opinion of Vinson & Elkins L.L.P. regarding legality.
23.1 - Consent of Vinson & Elkins L.L.P. (set forth in Exhibit
5.1).
23.2 - Consent of KPMG Peat Marwick LLP.
23.3 - Consent of Price Waterhouse.
23.4 - Consent of Ryder Scott Company, independent petroleum
engineers.
23.5 - Consent of DeGolyer and MacNaughton, independent consulting
petroleum engineers.
23.6 - Consent of Netherland, Sewell & Associates, Inc.,
independent consulting petroleum engineers.
24.1 - Powers of Attorney (set forth in signature page).
UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement;
(c) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been
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<PAGE> 5
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 1st day of
October, 1996.
SEAGULL ENERGY CORPORATION
By: /s/ BARRY J. GALT
------------------------------------
Barry J. Galt
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below appoints Barry J. Galt and
William L. Transier, and both of them, either of whom may act without the
joinder of the other, as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him, and in his name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this registration, and to file the same, with all
exhibits thereto and all other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agent or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ J. EVANS ATTWELL Director October 1, 1996
-------------------------------
(J. Evans Attwell)
/s/ RODNEY W. BRIDGES Vice President and Controller October 1, 1996
------------------------------- (Principal Accounting Officer)
(Rodney W. Bridges)
/s/ RICHARD J. BURGESS Director September 27, 1996
-------------------------------
(Richard J. Burgess)
/s/ THOMAS S. CRUIKSHANK Director October 1, 1996
-------------------------------
(Thomas S. Cruikshank)
/s/ JOHN W. ELIAS Executive Vice President and October 1, 1996
------------------------------- Director
(John W. Elias)
/s/ PETER J. FLUOR Director October 1, 1996
-------------------------------
(Peter J. Fluor)
/s/ BARRY J. GALT Chairman of the Board, October 1, 1996
------------------------------- President, Chief Executive
(Barry J. Galt) Officer and Director
(Principal Executive Officer)
/s/ WILLIAM R. GRANT Director October 1, 1996
- --------------------------------
(William R. Grant)
/s/ DEAN P. GUERIN Director October 1, 1996
-------------------------------
(Dean P. Guerin)
/s/ RICHARD M. MORROW Director October 1, 1996
-------------------------------
(Richard M. Morrow)
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ DEE S. OSBORNE Director October 1, 1996
---------------------------------
(Dee S. Osborne)
/s/ SAM F. SEGNAR Director October 1, 1996
---------------------------------
(Sam F. Segnar)
/s/ WILLIAM L. TRANSIER Senior Vice President and October 1, 1996
---------------------------- Chief Financial Officer
(William L. Transier) (Principal Financial Officer)
</TABLE>
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Number Description Page
-------------- ----------- ----
<S> <C>
4.1 Articles of Incorporation of Registrant, as amended, including
Articles of Amendment filed May 12, 1988, May 21, 1991, and May 21,
1993 with the Secretary of State of the State of Texas, that certain
Statement of Relative Rights and Preferences related to the
designation and issuance of Registrant's $2.25 Convertible
Exchangeable Preferred Stock, Series A, filed August 6, 1986 with the
Secretary of State of the State of Texas and that certain Statement
of Resolution Establishing Series of Shares of Series B Junior
Participating Preferred Stock of Registrant filed March 21, 1989 with
the Secretary of State of the State of Texas (incorporated by
reference to Exhibit 3.1 to Quarterly Report of Seagull Energy
Corporation on Form 10-Q for the quarter ended June 30, 1993).
4.2 Bylaws of Registrant, as amended through March 17, 1995 (incorporated
by reference to Exhibit 3.1 to Quarterly Report of Seagull Energy
Corporation on Form 10-Q for the quarter ended March 31, 1995).
4.3 Rights Agreement dated as of March 17, 1989 between Seagull Energy
Corporation and NCNB Texas National Bank, as Rights Agent, which
includes the form of Statement of Resolution setting forth the terms
of the Series B Junior Participating Preferred Stock, par value $1.00
per share, as Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares as Exhibit C
(incorporated by reference to Exhibit 4.8 to Quarterly Report of
Seagull Energy Corporation on Form 10-Q for the quarter ended
June 30, 1993).
4.4 First Amendment to Right Agreement by and between Seagull Energy
Corporation and NationsBank of Texas, N.A. (Formerly NCNB Texas
National Bank) dated as of June 18, 1992 (incorporated by reference
to Exhibit 3.4 to Registration Statement of Seagull Energy
Corporation on Form S-3 (File No. 33-55426)).
4.5 Global Natural Resources Inc. 1989 Key Employees Stock Option Plan
(incorporated by reference to Exhibit 4.1 to Registration Statement of
Global Natural Resources Inc. on Form S-8 (File No. 33-31537)).
4.6 Global Natural Resources Inc. 1992 Stock Option Plan (incorporated
by reference to Exhibit 4.1 to Registration Statement of Global Natural
Resources Inc. on Form S-8 (File No. 33-62106)).
5.1 Opinion of Vinson & Elkins L.L.P. regarding legality.
23.1 Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Price Waterhouse.
23.4 Consent of Ryder Scott Company, independent petroleum engineers.
23.5 Consent of DeGolyer and MacNaughton, independent consulting petroleum
engineers.
23.6 Consent of Netherland, Sewell & Associates, Inc., independent
consulting petroleum engineers.
24.1 Powers of Attorney (set forth in signature page).
</TABLE>
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<PAGE> 1
EXHIBIT 5.1
[VINSON & ELKINS L.L.P. LETTERHEAD]
October 3, 1996
Seagull Energy Corporation
1001 Fannin
Suite 1700
Houston, Texas 77060
Ladies and Gentlemen:
We have acted as counsel for Seagull Energy Corporation, a Texas
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to a proposed
offering and sale of up to an aggregate of 2,469,984 shares (the "Shares") of
Common Stock, par value $.10 per share ("Common Stock"), of the Company
pursuant to the Global Natural Resources Inc. ("Global") 1989 Key Employees
Stock Option Plan and the Global 1992 Stock Option Plan (collectively,
the "Plans").
Before rendering our opinion, we examined certain corporate records of
the Company, including its Articles of Incorporation, its Bylaws and certain
resolutions of the Board of Directors of the Company. We also examined the
Registration Statement, together with the exhibits thereto, and such
certificates of officers of the Company and Global, the Plans and other
documents and records as we have deemed necessary for the purposes of this
opinion. As to matters of fact relevant to the opinions expressed herein, and
as to factual matters arising in connection with our examination of corporate
documents, records and other documents and writings, we relied upon
certificates and other communications of corporate officers of the Company and
Global, without further investigation as to the facts set forth therein.
Based upon the foregoing, we are of the opinion that the Shares to be
issued pursuant to the Plans have been validly authorized for issuance and,
when the Registration Statement has become effective under the Securities Act
of 1933, as amended (the "Act"), and the Shares are issued and paid for in
accordance with the terms of the Plans, the Shares so issued will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
issued thereunder. For purposes of this opinion, we assume that the securities
to be issued pursuant to the Registration Statement will be issued in
compliance with all applicable state securities or Blue Sky laws.
Very truly yours,
/s/ VINSON & ELKINS L.L.P
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Seagull Energy Corporation:
We consent to the incorporation by reference in this registration
statement filed on Form S-8 of Seagull Energy Corporation of our report dated
January 23, 1996, relating to the consolidated balance sheets of Seagull Energy
Corporation and Subsidiaries as of December 31, 1995 and 1994 and the related
consolidated statements of earnings, shareholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1995, which report
appears or is incorporated by reference in the December 31, 1995 Annual Report
on Form 10-K of Seagull Energy Corporation.
Our report refers to a change in accounting principle for the adoption
of the Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of."
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Houston, Texas
October 3, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Seagull Energy Corporation:
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Seagull Energy Corporation of our report
dated August 15, 1996, relating to the consolidated financial statements of Esso
Suez Inc., which appears in the Current Report on Form 8-K of Seagull Energy
Corporation dated August 28, 1996.
/s/ PRICE WATERHOUSE
Price Waterhouse
Cairo, Egypt
October 2, 1996
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the incorporation by reference of our name in the
Annual Report on Form 10-K of Seagull Energy Corporation and subsidiaries (the
"Company") for the year ended December 31, 1995 into the Company's Registration
Statement on Form S-8, to which this consent is an exhibit.
/s/ RYDER SCOTT COMPANY PETROLEUM ENGINEERS
Ryder Scott Company Petroleum Engineers
Houston, Texas
October 3, 1996
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the use of our name in the Annual Report to
Shareholders of Seagull Energy Corporation and Subsidiaries (the Company) for
the year ended December 31, 1995 (the Annual Report), in Note 7, Supplemental
Gas and Oil Producing Activities, of Notes to Consolidated Financial Statements.
The Company's Annual Report on Form 10-K for the year ended December 31, 1995
(the Form 10-K) incorporates by references the Annual Report. We further
consent to the use of our name under the heading "Exploration and Production" of
Item 1 in the Form 10-K and the incorporation by reference of our name in the
Form 10-K into the Company's Registration Statement on Form S-8, to which this
consent is an exhibit.
/s/ DEGOLYER AND MACNAUGHTON
DeGolyer and MacNaughton
Dallas, Texas
October 3, 1996
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the use of our name in the Annual Report on Form
10-K of Seagull Energy Corporation and Subsidiaries (the "Company") for the year
ended December 31, 1995 and the incorporation by reference thereof into the
Company's Registration Statement on Form S-8, to which this consent is an
exhibit.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ FREDERIC D. SEWELL
Frederic D. Sewell, President
Dallas, Texas
October 3, 1996
