UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[ ] Check box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
1. Name and Address of Reporting Person(s)
BEIER, MATTHIAS
4106 PEBBLE BEACH
LEAGUE CITY, TX 77573
2. Issuer Name and Ticker or Trading Symbol
SEAGULL ENERGY CORPORATION (SGO)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
###-##-####
4. Statement for Month/Year
12/98
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[ ] Director [ ] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
VICE PRESIDENT AND
CHIEF INFORMATION OFFICER
7. Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of
action action or Disposed of (D) Securities Indirect
Date Code A Beneficially D Beneficial
(Month/ or Owned at or Ownership
Day/Year) Code Amount D Price End of Year I
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock 57 I 401(k) Plan
<CAPTION>
Table II (PART 1) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6)
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1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number of Derivative 6)Date Exercisable and
Security or Exercise action action Securities Acquired (A) Expiration Date
Price of Date Code or Disposed of (D)
Derivative
Security Code A D Exercisable Expiration
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-Qualified Stock Option $11.6875 09/16/98 A 10,000 (1) 09/16/08
(right to buy)
Non-Qualified Stock Option $16.5000 07/15/98 A 10,000 (2) 07/15/08
(right to buy)
Non-Qualified Stock Option $16.5000 09/16/98 D (3) 10,000 07/15/08
(right to buy)
<CAPTION>
Table II (PART 2) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11)
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1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of
Security action of Underlying of Deri- Derivative Indirect
Date Securities vative Securities D Beneficial
Amount or Security Beneficially or Ownership
Number of Owned at I
- Title Shares End of Year
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-Qualified Stock Option 09/16/98 Common Stock 10,000 10,000 D Direct
(right to buy)
Non-Qualified Stock Option 07/15/98 Common Stock 10,000 D Direct
(right to buy)
Non-Qualified Stock Option 09/16/98 Common Stock 10,000 0 D Direct
(right to buy)
<FN>
Explanation of Responses:
(1)
The reported transaction involved the repricing of an existing option which was originally granted on July 15, 1998 and which
provided for vesting in four equal annual installments commencing one year from date of grant. The vesting terms were not amended
at the time of repricing.
(2)
The option, which represents a right-to-buy, vests in four equal annual installments beginning one year from date of grant.
(3)
Cancellation of option in connection with grant of replacement option.
- -
Reporting person's increase in balance of Securities Beneficially Owned in the 401(k) Plan reported in Table I is a result of
contributions made during 1998.
- -
The ESOP security holdings reflected in Table I are as of December 31, 1997 as the allocation of these securities for the year ended
December 31, 1998 has not been completed as of the date of this filing but will be provided on an Amended Form 5 as soon as the
information becomes available.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ By: Sylvia Sanchez
For: Matthias Beier
DATE 02/15/99
