SWIFT ENERGY CO, S-2, 1995-06-22

SWIFT ENERGY CO
S-2, 1995-06-22
CRUDE PETROLEUM & NATURAL GAS

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<PAGE> 1

As filed with the Securities and Exchange Commission on June 22, 1995
Registration No. 33-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

-------------------------

SWIFT ENERGY COMPANY
(Exact name of Registrant as specified in its charter)

TEXAS 1311 74-2073055
(State of incorporation) (Primary standard industrial (I.R.S. employer
classification code number) identification no.)

16825 NORTHCHASE DRIVE, SUITE 400 A. EARL SWIFT, PRESIDENT
HOUSTON, TEXAS 77060 SWIFT ENERGY COMPANY
(713) 874-2700 16825 NORTHCHASE DRIVE, SUITE 400
(Address and telephone number of HOUSTON, TEXAS 77060
Registrant's principal executive offices) (713) 874-2700
(Name, address and telephone number
of Agent for Service)

-------------------------
Copies to:

DONALD W. BRODSKY DOUGLAS Y. BECH
JUDY G. GECHMAN AKIN, GUMP, STRAUSS, HAUER
JENKENS & GILCHRIST, & FELD, L.L.P.
A PROFESSIONAL CORPORATION 1900 PENNZOIL PLACE, SOUTH TOWER
1100 LOUISIANA ST., STE. 1800 HOUSTON, TX 77002
HOUSTON, TX 77002

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: [ ]

-------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================
PROPOSED
MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE PRICE PER AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share . . . 5,060,000 shares $9.625 $48,702,500 $16,793.97
============================================================================================================
</TABLE>

(1) Includes shares which the Underwriter may purchase from the Company to
cover over-allotments, if any. See "Underwriting."
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
SWIFT ENERGY COMPANY
CROSS-REFERENCE SHEET
BETWEEN ITEMS OF FORM S-2 AND THE PROSPECTUS
PURSUANT TO ITEM 501(B) OF REGULATION S-K

<TABLE>
<CAPTION>
ITEM PROSPECTUS
NO. CAPTION
- ---- ---------
<S> <C> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus . . . . . . . Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus . . . . . . . . . . . . . . . . . . . . . Inside Front and Outside Back Cover Pages
3. Summary Information and Risk Factors . . . . . . . . Prospectus Summary; Investment Considerations
4. Use of Proceeds . . . . . . . . . . . . . . . . . . . Prospectus Summary; Use of Proceeds
5. Determination of Offering Price . . . . . . . . . . . *
6. Dilution . . . . . . . . . . . . . . . . . . . . . . *
7. Selling Security Holders . . . . . . . . . . . . . . *
8. Plan of Distribution . . . . . . . . . . . . . . . . Underwriting
9. Description of Securities to be Registered . . . . . Description of Capital Stock
10. Interests of Named Experts and Counsel . . . . . . . *
11. Information with Respect to the Registrant . . . . . Defined Terms; Business and Properties; Description of Capital Stock;
Price Range of Common Stock and Dividend Policy; Index to
Consolidated Financial Statements; Selecte Consolidated Financial
Data; Index to Consolidated Financial Statements; Management's
Discussion and Analysis of Financial Condition and Results of
Operations; Management
12. Incorporation of Certain Information by Reference . . Incorporation of Certain Information by Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . . *
</TABLE>

____________________

* Not Applicable
<PAGE> 3
***************************************************************************
* *
* Information contained herein is subject to completion or amendment. *
* A Registration Statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may *
* not be sold nor may offers to buy be accepted prior to the time the *
* Registration Statement becomes effective. This Prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any State in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* State. *
* *
***************************************************************************

Subject to Completion, Dated June 22, 1995

PROSPECTUS

4,400,000 SHARES

[LOGO] SWIFT ENERGY COMPANY

COMMON STOCK

All of the shares of common stock, par value $.01 per share ("Common
Stock"), offered hereby are being sold by Swift Energy Company (the "Company"
or "Swift"). The Common Stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange under the symbol "SFY." On June 21, 1995, the
closing sales price of the Common Stock on the New York Stock Exchange was
$9.75 per share. See "Price Range of Common Stock and Dividend Policy."

THE COMMON STOCK OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE
"INVESTMENT CONSIDERATIONS."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
===========================================================================================================
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS (1) COMPANY (2)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share . . . . . . . . . . . . . . . . . $ $ $
Total(3) . . . . . . . . . . . . . . . . . $ $ $
===========================================================================================================
</TABLE>

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
See "Underwriting."
(2) Before deducting expenses of the offering payable by the Company
estimated at $ .
(3) The Company has granted the Underwriters an option exercisable within
30 days of the date hereof, to purchase up to 660,000 additional
shares of Common Stock for the purpose of covering over-allotments,
if any. If the Underwriters exercise such option in full, the total
Price to Public, Underwriting Discount and Commissions and Proceeds
to Company will be $ , $ and $ ,
respectively. See "Underwriting."

The shares of Common Stock offered hereby are offered severally by the
Underwriters subject to prior sale, when, as and if delivered to and accepted
by them, subject to their right to withdraw, cancel or reject orders in whole
or in part and subject to certain other conditions. It is expected that the
delivery of certificates representing the shares will be made against payment
on or about , 1995 at the offices of Oppenheimer & Co., Inc., Oppenheimer
Tower, World Financial Center, New York, New York 10281.

OPPENHEIMER & CO., INC.

MORGAN KEEGAN & COMPANY, INC.

SOUTHCOAST CAPITAL
CORPORATION
THE DATE OF THIS PROSPECTUS IS , 1995.
<PAGE> 4
AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"SEC") a Registration Statement on Form S-2 (of which this Prospectus is a
part) under the Securities Act of 1933, as amended, with respect to the
securities offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement or the exhibits thereto, to
which reference is made concerning the contents of such exhibits. Reference to
each such exhibit qualifies all information related thereto.

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and accordingly files reports,
proxy statements and other information ("Reports") with the SEC. The
Registration Statement, the exhibits thereto, and the Reports, can be inspected
and copied at the public reference facilities maintained by the SEC at 450 5th
Street, N.W., Room 1024, Washington, D.C. 20549, and at the following regional
offices of the SEC: 7 World Trade Center, 13th Floor, New York, New York 10048
and Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, at prescribed rates. Reports concerning the Company can also
be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005 and the Pacific Stock Exchange Incorporated,
115 Sansome Street, 8th Floor, San Francisco, California 94104.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, THE PACIFIC STOCK
EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.

DEFINED TERMS

The following defined terms have the indicated meanings when used in
this Prospectus:

"Bcf" means billion cubic feet of natural gas.

"Bcfe" means billion cubic feet equivalent. See "-- Mcfe."

"Bbl" means barrel or barrels of oil.

"Mcf" means thousand cubic feet of natural gas.

"Mcfe" means thousand cubic feet equivalent which is determined using the ratio
of one barrel of oil, condensate or natural gas liquids to six Mcf of natural
gas.

"Mmcf" means million cubic feet of natural gas.

"MMBbl" means million barrels of oil.

"MMBtu" means a million British Thermal Units, which is a heating equivalent
measure for natural gas and is an alternate measure of natural gas reserves, as
opposed to Mcf, which is strictly a measure of natural gas volumes. Typically
prices quoted for natural gas are designated as price per MMBtu, the same basis
on which natural gas is contracted for sale.

"PV-10 Value" means the estimated future net revenue to be generated from the
production of proved reserves discounted to present value using an annual
discount rate of 10%. These amounts are calculated net of estimated production
costs and future development costs, using prices and costs in effect as of a
certain date, without escalation and without giving effect to non-property
related expenses such as general and administrative expenses, debt service,
future income tax expense or depreciation, depletion and amortization. See
"Investment Considerations -- Uncertainty of Estimates of Reserves and Future
Net Revenues."

"reserve replacement cost" means, with respect to proved reserves, a three-year
average calculated by dividing total acquisition, exploration and development
costs by net reserves added during the period.

"Volumetric Production Payment" means the 1992 agreement pursuant to which the
Company financed the purchase of certain oil and gas interests and committed to
deliver certain monthly quantities of natural gas. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
General."

2
<PAGE> 5
PROSPECTUS SUMMARY

This summary is qualified in its entirety by the detailed information
and financial data appearing elsewhere in this Prospectus. In September 1994,
the Company distributed a 10% stock dividend. Primary and fully diluted income
(loss) per share has been restated for all periods set forth in this Prospectus
to reflect the effect of the stock dividend. Investors should carefully
consider the information set forth under "Investment Considerations." Unless
otherwise indicated, the information contained in this Prospectus assumes that
the Underwriters' over-allotment option will not be exercised. The Company's
principal executive offices are located at 16825 Northchase Drive, Suite 400,
Houston, Texas 77060, and its telephone number is (713) 874-2700. Defined
terms used herein to describe quantities of oil and gas and other matters are
explained under "Defined Terms" above.

THE COMPANY

The Company is engaged in the exploration, development, acquisition
and operation of oil and gas properties with a primary focus on U.S. onshore
natural gas reserves. The Company has interests in approximately 4,100 oil and
gas wells located in 15 states, with over 80% of its proved reserve base
concentrated in Texas, Oklahoma and Louisiana. The Company was formed in 1979
and, since 1985, has grown primarily through the acquisition of producing
properties funded through limited partnership financing. Commencing in 1991,
the Company began to re-emphasize the addition of reserves through increased
exploration and development drilling activity while significantly reducing its
reliance on limited partnership financing. In 1994, the Company added
approximately 24.8 Bcfe of proved reserves through exploration and development
drilling at a cost of $0.51 per Mcfe, representing approximately 250% of 1994
production.

The Company's proved reserve base, production and cash flow from
operations have increased at annualized compounded rates of 35%, 38% and 30%,
respectively, over the last five years. At May 31, 1995, the Company had
estimated proved reserves of 133.3 Bcf of natural gas and 5.4 MMBbls of oil
(totalling approximately 165.8 Bcfe) with a PV-10 Value of approximately $100.2
million. The proved reserves at May 31, 1995 represent an increase of 60% over
estimated amounts at December 31, 1994. Approximately 80% of the Company's
proved reserve base at that date was natural gas. The Company's reserve
replacement cost over the last three years has averaged $0.79 per Mcfe, which
it believes is better than industry averages.

As of December 31, 1994 the Company operated 750 wells which
represented 61% of its proved reserve base, and managed reserves on behalf of
limited partnerships which, exclusive of the Company's interests, had proved
reserves of approximately 200 Bcfe. Five oil and gas fields accounted for 54%
of the Company's PV-10 Value at December 31, 1994, of which the two largest
were the AWP Olmos Field and the Giddings Field. The AWP Olmos Field, located
in McMullen County, Texas, and the Giddings Field located in Fayette County,
Texas, accounted for 25% and 12%, respectively, of the Company's PV-10 Value as
of such date. The Company believes that the Giddings Field's prolific but
short-lived wells complement the long-lived reserves of the AWP Olmos Field.
The application of advanced technologies and achievement of operating
efficiencies have enabled the Company to reduce costs and enhance reserve
recoveries in these fields.

BUSINESS STRATEGY

Key elements of the Company's strategy include the following:

3
<PAGE> 6
activities during 1995 and 1996 (of which approximately $3.8
million was spent in the first quarter of 1995). Through
December 31, 1996, the Company currently anticipates
expenditures of approximately $55 million on development
drilling activities, including approximately $30 million in
the AWP Olmos and Giddings fields in Texas. The Company
pursues a "controlled risk" approach to exploration, focusing
its exploration activities in regions where it possesses
technological or geological expertise and which are adjacent
to known producing horizons. Swift currently anticipates
expenditures of approximately $15 million on exploratory
drilling through 1996 in the Yegua, Frio, Lobo, Wilcox and
Austin Chalk trends in the Gulf Coast Basin, the Smackover
trend in the North Louisiana Salt Dome Basin, the Red Fork
formation in the Anadarko Basin in Oklahoma and the Minnelusa
trend in Wyoming.

o Strategic acquisitions. Through December 31, 1994, the
Company had acquired approximately $460 million of producing
oil and natural gas properties on behalf of itself and its
co-investors in 120 separate transactions. Approximately $108
million of this amount, representing approximately 139.7 Bcfe,
was acquired for the Company's own account, including 12.9
Bcfe purchased in 1994. The Company is continuously reviewing
acquisition opportunities, with a particular emphasis on
identifying properties in close proximity to the Company's
current reserves, where such reserves can be increased through
development drilling and improved operating efficiencies can
be achieved. Using these criteria, the Company employs a
disciplined, market-driven approach to acquisitions that can
result in varying levels of annual spending on acquisitions.
Through 1996, the Company anticipates spending approximately
$25 million for the acquisition of producing property
interests, including the purchase of interests from limited
partnerships.

o Application of advanced technologies. To minimize the risks
associated with exploration and development drilling and
improve operating results, the Company has devoted
considerable resources to develop advanced technological
expertise. These technologies include 2-D and 3-D seismic
analysis, AVO (amplitude versus offset) studies and detailed
formation depletion studies. The Company has attained
substantial expertise in horizontal well technology, having
participated in 17 such wells in the past two years with a
100% success rate. Additionally, the use of innovative
fracturing methods and coiled tubing technology in the AWP
Olmos Field has enabled the Company to achieve improved
production yields.

THE OFFERING

<TABLE>
<S> <C>
Common Stock Offered by the Company . . . . . . . . 4,400,000 shares.
Common Stock Outstanding after the Offering(1) . . 11,110,412 shares.
Use of Proceeds(2) . . . . . . . . . . . . . . . . Net proceeds of this offering will be used to repay
outstanding indebtedness under the Company's credit
facilities, and will be added to working capital to be
available for exploration and development activities,
acquisitions and general corporate purposes.
New York Stock Exchange and Pacific Stock Exchange
Symbol . . . . . . . . . . . . . . . . . . . . . . SFY.
</TABLE>

(1) Excludes (a) 8,330 shares issued between March 31, 1995 and May 31,
1995 pursuant to stock benefit plans, (b) 1,324,288 shares issuable
upon exercise of employee and director stock options outstanding as of
May 31, 1995, (c) 68,750 shares issuable upon the exercise of stock
options granted to other individuals outstanding as of May 31, 1995,
and (d) 2,343,113 shares issuable upon conversion of the outstanding
$28.75 million of 6 1/2% Convertible Subordinated Debentures due 2003.
See "Management" and the Company's Consolidated Financial Statements
and the Notes thereto.

(2) See "Use of Proceeds."

4
<PAGE> 7
SUMMARY FINANCIAL DATA

The following tables, which have been derived from the Company's
audited financial statements, set forth selected historical financial
information for the Company and should be read in conjunction with the
Company's consolidated financial statements and notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
herein. The financial data for the three-month periods ended March 31, 1995
and 1994 were derived from the unaudited financial statements of the Company
that, in management's opinion, include all adjustments (consisting of only
normal recurring adjustments, except as disclosed below) necessary to present
fairly the results for such periods. The operating results for such periods
are not necessarily indicative of the operating results to be expected for a
full fiscal year and none of the data presented below are necessarily
indicative of future results.

<TABLE>
<CAPTION>
YEARS ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
-------------------------------------------------------------------
1992 1993 1994 1994 1995
----------- ----------- ----------- --------- ----------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
SELECTED OPERATING DATA:
Revenues . . . . . . . . . . . . . . . $ 19,209 $ 24,133 $ 25,375 $ 6,139 $ 6,259
Costs and expenses:
General and administrative, net of
reimbursement . . . . . . . . . 4,977 5,065 5,198 1,196 1,307
Depreciation, depletion and
amortization . . . . . . . . . . 4,906 7,301 7,905 1,689 2,168
Oil and gas production . . . . . . . 3,934 4,540 5,639 1,142 1,629
Interest expense . . . . . . . . . . 76 598 1,795 359 478
Other expenses . . . . . . . . . . . 628 - - - -
----------- ---------- ---------- -------- ---------
Income before income taxes . . . . . . 4,688 6,629 4,838 1,753 677

Income before cumulative effect of
change in accounting principle . . . 3,170 4,897 3,726 1,211 525
----------- ---------- ---------- -------- ----------
Cumulative effect of change in
accounting principle . . . . . . . . 915(1) - (16,773)(2) (16,773)(2) -
----------- ---------- ---------- -------- ---------
Net income (loss) . . . . . . . . . . . $ 4,085 $ 4,897 $ (13,047) $(15,562) $ 525
=========== ========== ========== ======== =========
Per share data:
Primary:
Income before cumulative effect
of change in accounting
principle . . . . . . . . . . $ 0.52 $ 0.74 $ 0.56 $ 0.18 $ 0.08
Cumulative effect of change in
accounting principle . . . . 0.15 - (2.52) (2.54) -
----------- ---------- ---------- -------- ---------
Net income (loss) . . . . . . . $ 0.67 $ 0.74 $ (1.96) $ (2.36) $ 0.08
=========== ========== ========== ======== =========
Fully diluted:
Income before cumulative effect
of change in accounting
principle . . . . . . . . . . $ 0.52 $ 0.70 $ 0.56 $ 0.17 $ 0.08
Cumulative effect of change in
accounting principle . . . . 0.15 - (2.52) (2.54) -
---------- ---------- ---------- -------- ---------
Net income (loss) . . . . . . . $ 0.67 $ 0.70 $ (1.96) $ (2.36) $ 0.08
========== ========== ========== ======== =========
Weighted average shares outstanding . . 6,135 6,588 6,644 6,602 6,689
========== ========== ========== ======== =========
OTHER DATA:
Net cash provided by operating
activities . . . . . . . . . . . . . . $ 6,349 $ 7,238 $ 10,395 $ 2,680 $ 2,964
Capital expenditures . . . . . . . . . 34,401 24,229 34,531 4,043 5,745
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1995
DECEMBER 31, --------------------------------------
1994 ACTUAL AS ADJUSTED(3)
------------------- ----------------- -----------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital . . . . . . . . . . . . . . . $ (13,137) $(16,729) $23,462
Total assets . . . . . . . . . . . . . . . . 135,673 135,795 145,436
Short-term bank borrowings . . . . . . . . . 27,229 30,550 -
Long-term debt . . . . . . . . . . . . . . . 28,750 28,750 28,750
Stockholders' equity . . . . . . . . . . . . 42,127 42,878 83,069
</TABLE>

_________________
(1) Effective January 1, 1992, the Company elected to adopt SFAS No. 109. The
cumulative effect of this change resulted in an increase in net income of
$915,000, reflected in the first quarter of 1992.

5
<PAGE> 8
(2) In the fourth quarter of 1994, the Company adopted a new method of
accounting for earned interests with respect to the limited partnerships
for which it serves as general partner, effective January 1, 1994, whereby
earned interests are no longer recognized as income. The effect of the
change in 1994 was to increase income before cumulative effect of
accounting principle by approximately $1,047,000 or $.16 per share. The
cumulative effect of this change in accounting principle resulted in an
adjustment of $16,772,698 or $(2.52) per share (after reduction for income
taxes of $8,640,481) in the first quarter of 1994, to apply the new method
retroactively, thereby reducing net income in 1994. The Company believes
the change in policy results in financial statements that better reflect
its current business focus and that are more comparable to current
practices in the oil and gas exploration and production business. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- General" and Note 2 to the Company's Consolidated Financial
Statements.
(3) As adjusted to give effect to the sale of 4,400,000 shares of the Common
Stock offered hereby at an assumed offering price of $9.75 per share and
the application of the net proceeds therefrom as described in "Use of
Proceeds."

SUMMARY OIL AND GAS RESERVE AND OPERATING DATA

The following table sets forth certain summary information as of
December 31, 1994 and May 31, 1995, with respect to estimates prepared by the
Company, and audited by H.J. Gruy and Associates, Inc., independent petroleum
engineers, of the Company's proved oil and gas reserves, the future net
revenues therefrom, and their PV-10 Value. Estimates are based upon weighted
average prices of $1.85 per Mcf of natural gas and $15.09 per barrel of oil at
December 31, 1994, and $2.03 per Mcf of natural gas and $16.68 per barrel of
oil at May 31, 1995, at each date holding prices constant throughout the life
of the properties in accordance with regulations of the SEC. This information
is based upon numerous assumptions and is subject to change due to numerous
factors. See "Business and Properties -- Properties" and "Oil and Gas
Reserves" and "Investment Considerations -- Uncertainty of Estimates of
Reserves and Future Net Revenues."

<TABLE>
<CAPTION>
DECEMBER 31, 1994 MAY 31, 1995
------------------------------------ ------------------------------------
(IN THOUSANDS)
PROVED TOTAL PROVED TOTAL
DEVELOPED PROVED DEVELOPED PROVED
----------------- ------------------ ---------------- ------------------
<S> <C> <C> <C> <C>
ESTIMATED NET PROVED RESERVES(1)
Natural gas (Mmcf) . . . . . 46,406 76,264 45,687 133,336
Oil and condensate (Mbbl) . 3,209 4,553 3,252 5,407
Total Mmcf equivalents . . . 65,663 103,584 65,200 165,779
Future net revenues . . . . $ 81,650 $ 119,157 $ 90,226 $ 202,530
PV-10 Value . . . . . . . . $ 47,172 $ 69,395 $ 51,270 $ 100,196

</TABLE>

THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
------------------------------------------ --------------------------
1992 1993 1994 1994 1995
------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
PRODUCTION:
Oil (Bbl) . . . . . . . . . . . 283,928 324,486 467,056 99,992 134,626
Natural gas (Mcf)(2) . . . . . 3,975,203 5,421,841 6,798,531 1,643,348 1,702,658
Gas equivalents (Mcfe) . . . . 5,678,771 7,368,757 9,600,867 2,243,300 2,510,414
WEIGHTED AVERAGE SALES PRICES:
Oil (per Bbl) . . . . . . . . . $ 17.19 $ 15.10 $ 14.35 $ 11.80 $ 15.61
Natural gas (per Mcf) . . . . . 1.90 1.96 1.93 2.21 1.63
SELECTED DATA PER MCFE:
Production costs . . . . . . . $ 0.69 $ 0.62 $ 0.59 $ 0.51 $ 0.65
Depreciation, depletion and
amortization . . . . . . . 0.86 0.99 0.82 0.75 0.86
General and administrative, net
of reimbursements . . . . . 0.88 0.69 0.54 0.53 0.52
Reserve replacement cost (Mcfe) 0.60 0.70 0.79 N/A N/A
WELLS DRILLED (GROSS) . . . . . . . 40 34 44 12 9
Gas equivalents (Mcfe) added by:
Acquisitions . . . . . . . . . 44,680,418 26,469,487 12,879,408 N/A N/A
Exploration and development . . 1,365,283 13,502,397 24,803,819 N/A N/A
</TABLE>
_________________

(1) Proved reserves exclude quantities subject to the Volumetric Production
Payment. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- General."

(2) Natural gas production for 1992, 1993, 1994, and the three-month
periods ended March 31, 1994 and 1995 includes 1,148,862, 1,581,206,
1,358,375, 386,028 and 316,745 Mcf, respectively, delivered under the
Volumetric Production Payment.

6
<PAGE> 9
INVESTMENT CONSIDERATIONS

In addition to the other information contained in this Prospectus, the
following factors should be considered carefully in evaluating an investment in
the Common Stock offered hereby.

VOLATILITY OF OIL AND GAS PRICES AND MARKETS

The Company's profitability is substantially dependent on prevailing
prices for natural gas and oil. The amounts of and price obtainable for the
Company's oil and gas production will be affected by market factors beyond the
Company's control. Such factors include the extent of domestic production, the
level of imports of foreign oil and gas, the general level of market demand on
a regional, national and worldwide basis, domestic and foreign economic
conditions that determine levels of industrial production, political events in
foreign oil-producing regions, and variations in governmental regulations and
tax laws or the imposition of new governmental requirements upon the oil and
gas industry. Prices for oil and gas are subject to wide fluctuation in
response to relatively minor changes in supply of and demand for oil and gas,
market uncertainty and a variety of additional factors that are beyond the
control of the Company. In addition, the marketability of the Company's
production depends in part upon the availability, proximity and capacity of
gathering systems, pipelines and processing facilities. A substantial and
prolonged decline in oil and gas prices could have a material adverse effect
upon the Company.

The Company currently emphasizes the exploration and development of
natural gas reserves. See "Business and Properties -- The Company." As a
result of changes in recent years in the natural gas market regulatory
structure and volatility in the market price for natural gas, most producers
and purchasers are unwilling to enter into long-term purchase and sale
contracts. Accordingly, most of the Company's gas production is sold on the
so-called "spot market," where producers and purchasers negotiate sales on a
short-term (usually a 30-day) basis. Accordingly, the stability of the
Company's future revenues is vulnerable to short-term fluctuations in the price
of natural gas. See "-- Effect of Price Risk Hedging."

FUTURE CAPITAL REQUIREMENTS

The Company will require substantial additional capital to further
develop and explore its properties and to acquire additional properties. These
expenditures are currently anticipated to be $100 million through December 31,
1996. Cash flows from operations, to the extent available, will be used to
fund these expenditures. The Company intends to seek additional capital from
traditional reserve base borrowings, equity and debt offerings, joint ventures,
and, to a lesser degree, investment limited partnerships. Furthermore, the
Company may seek to raise capital through production payment financing and
vendor financing. The Company's ability to access additional capital will
depend on its continued success in exploring for and developing its reserves
and the status of the capital markets at the time such capital is sought.
Accordingly, there can be no assurance that capital will be available to the
Company from any source or that, if available, it will be on terms acceptable
to the Company. Should sufficient capital not be available, the development
and exploration of the Company's properties could be delayed and, accordingly,
the implementation of the Company's business strategy would be adversely
affected.

UNCERTAINTY OF ESTIMATES OF RESERVES AND FUTURE NET REVENUES

Estimates of the Company's proved developed oil and gas reserves and
future net revenues therefrom appearing elsewhere herein are based on reserve
reports audited by independent petroleum engineers. The estimation of reserves
requires substantial judgment on the part of the petroleum engineers, resulting
in imprecise determinations, particularly with respect to new discoveries.
Estimates of proved undeveloped reserves, which comprise a portion of the
Company's reserves, are by their nature less certain. The accuracy of any
reserve estimate depends on the quality of available data as well as
engineering and geological interpretation and judgment. Actual future
production, oil and gas prices, revenues, taxes, capital expenditures,
operating expenses, geologic success, and quantities of recoverable oil and gas
resources may vary substantially from those assumed in the estimates, may
result in revisions to such estimates and could materially affect the estimated
quantities and related PV-10 Value of reserves set forth in this Prospectus.
The estimates of future net revenues reflect oil and gas prices as of the date
of estimation, without escalation, except where changes in prices were fixed
under existing contracts.

7
<PAGE> 10
There can be no assurance, however, that such prices will be realized or that
the estimated production volumes will be produced during the periods indicated.
Future performance that deviates significantly from the reserve reports could
have a material adverse effect on the Company. See "Business and Properties --
Properties and -Oil and Gas Reserves."

RISKS OF PURCHASING INTERESTS IN PRODUCING PROPERTIES

Although the Company has recently shifted its emphasis to reserve
growth through drilling, it expects to continue to make acquisitions of
producing properties from time to time. The Company generally focuses most of
its title and valuation efforts on the more significant properties. It is
generally not feasible for the Company to review in-depth every property it
purchases and all records with respect to such properties. However, even an
in-depth review of properties and records may not necessarily reveal existing
or potential problems, nor will it permit a buyer to become familiar enough
with the properties to assess fully their deficiencies and capabilities.
Evaluation of future recoverable reserves of oil, gas and natural gas liquids,
which is an integral part of the property selection process, is a process that
depends upon evaluation of existing geological, engineering and production
data, some or all of which may prove to be unreliable or not indicative of
future performance. See "-- Uncertainty of Estimates of Reserves and Future
Net Revenues." To the extent the seller does not operate the properties,
obtaining access to properties and records may be more difficult. Even when
problems are identified, the seller may not be willing or financially able to
give contractual protection against such problems, and the Company may decide
to assume environmental and other liabilities in connection with acquired
properties. See "Business and Properties -- Oil and Gas Acreage."

EXPLORATION AND DEVELOPMENT RISKS

Exploration and development of oil and gas resources involve a high
degree of risk that no commercial production will be obtained or that the
production will be insufficient to recover drilling and completion costs. The
cost of drilling, completing and operating wells is often uncertain. The
Company's drilling operations may be curtailed, delayed or canceled as a result
of numerous factors, including title problems, weather conditions, compliance
with governmental requirements and shortages or delays in the delivery of
equipment. Furthermore, completion of a well does not assure a profit on the
investment or a recovery of drilling, completion and operating costs. See
"Business and Properties -- Exploration and Development Drilling Activities."

OPERATING HAZARDS AND UNINSURED RISKS

In addition to the substantial risk that wells drilled will not be
productive, hazards such as unusual or unexpected geologic formations,
pressures, downhole fires, mechanical failures, blowouts, cratering,
explosions, uncontrollable flows of oil, gas or well fluids, pollution and
other environmental risks are inherent in oil and gas exploration and
production. These hazards could result in substantial losses to the Company
due to injury and loss of life, severe damage to and destruction of property
and equipment, pollution and other environmental damage and suspension of
operations. The Company carries insurance which it believes is in accordance
with customary industry practices, but, as is common in the oil and gas
industry, the Company does not fully insure against all risks associated with
its business either because such insurance is not available or because the cost
thereof is considered prohibitive.

REPLACEMENT OF RESERVES

The Company's success will be largely dependent on its ability to
replace and expand its oil and gas reserves through the acquisition of
producing properties and the exploration for and development of oil and gas
reserves, both of which involve substantial risks. Without successful
acquisition or drilling ventures, the Company will be unable to replace the
reserves being depleted by production, and its assets and revenues including
the reserves will decline. There can be no assurance that the Company's
acquisition and exploration and development activities will result in the
replacement of, or additions to, the Company's reserves. Successful
acquisition of producing properties generally requires accurate assessments of
recoverable reserves, future oil and gas prices and operating costs, potential
environmental and other liabilities and other factors. Such assessments are
necessarily inexact, and as estimates their accuracy is inherently uncertain.

8
<PAGE> 11
The estimates of future net revenues and their present values assume
that some portions of the limited partnerships in which the Company owns
interests will achieve payout status. At payout, the Company's percentage
ownership of the limited partnerships' reserves increases. None of the limited
partnerships in which the Company owns an interest had achieved payout status
at May 31, 1995. Achievement of payout status is largely dependent on the
market prices of oil and natural gas. See "-- Volatility of Oil and Gas Prices
and Markets."

EFFECT OF PRICE RISK HEDGING

To the extent that price floors or caps are purchased for a portion of
the Company's production but are not needed, or to the extent that future sales
are made at prices below ultimate future market prices, funds so spent will
have been lost or income realized from sale of production may be reduced.
Therefore, the Company intends to expend only limited amounts to hedge pricing
risks.

FOREIGN ACTIVITIES

The Company has recently entered into an agreement to develop and
produce reserves in two fields in Western Siberia. The Company will receive a
minimum 5% net profits interest in return for an initial budgeted capital
expenditure of up to $5.0 million. This region has experienced and continues to
experience social, political and economic instability. Additionally, Swift is
pursuing opportunities in Venezuela. There can be no assurance that future
developments in these regions, over which the Company has no control, will not
impair the Company's operations in these regions, or result in a loss of all of
the Company's investment.

EFFECTS OF GOVERNMENTAL REGULATION

The Company's operations are affected by extensive regulation pursuant
to various federal, state and local laws and regulations relating to the
exploration for and development, production, gathering and marketing of oil and
gas. Operations of the Company are also subject to numerous laws and
regulations governing the discharge of materials into the environment or
otherwise relating to environmental protection. Although the Company believes
that it is in material compliance with all such laws and regulations, there is
no assurance that new laws or regulations or new interpretations of existing
laws and regulations will not increase substantially the cost of compliance or
otherwise adversely affect the Company's exploration for and development,
production, gathering and marketing of oil and gas. See "Business and
Properties -- Regulations."

DEPENDENCE ON KEY PERSONNEL

The Company depends, and will continue to depend in the foreseeable
future, on the services of A. Earl Swift, its President and Chairman, and
certain of its other officers and key employees with extensive experience and
expertise in evaluating and analyzing producing oil and gas properties and
drilling prospects, maximizing production from oil and gas properties and
marketing oil and gas production. The ability of the Company to retain its
officers and key employees is important to the continued success and growth of
the Company. The loss of key personnel could have a material adverse effect on
the Company. See "Management."

LIABILITY AS GENERAL PARTNER; CONFLICTS OF INTEREST

The Company serves as the managing general partner of 95 limited
partnerships, which have invested over $440 million in oil and gas activities.
Although these limited partnerships had less than $3.5 million of indebtedness
at March 31, 1995, the Company remains contingently liable for their
obligations as general partner, including responsibility for their day-to-day
operations, and liabilities which cannot be repaid from partnership assets or
insurance proceeds. In the future, the Company might be exposed to litigation
in connection with partnership activities, or find it necessary to advance
funds on behalf of certain partnerships to protect the value of their oil and
gas assets. Conversely, Swift might be prohibited from acquiring certain
property interests if to do so would conflict with the interests of limited
partnerships which it manages. See "Business and Properties -- Conflict of
Interests Between the Company and Limited Partnerships."

9
<PAGE> 12
USE OF PROCEEDS

The net proceeds to the Company from the sale of 4,400,000 shares
offered hereby will be approximately $40.2 million, assuming an offering price
of $9.75 per share ($46.3 million assuming exercise of the Underwriters' over-
allotment option) after deducting estimated underwriting discounts and expenses
of the offering payable by the Company. Approximately $30 million of such net
proceeds will be utilized to reduce outstanding indebtedness under the
Company's outstanding credit facilities.

The remaining net proceeds will be added to working capital to fund
some or all of the following: (i) exploration and development projects, (ii)
acquisition of oil and gas properties, including the purchase of outstanding
limited partnership interests and/or general partners' contributions to the
Company's acquisition partnerships (see "Business and Properties --
Partnerships"), and (iii) other general corporate purposes.

The Company's current capital expenditure budget through December 31,
1996, anticipates expenditures of approximately $100 million (of which
approximately $5.7 million has been spent in the first three months of 1995)
allocated as follows: approximately $70 million for exploration and
development drilling projects, approximately $25 million for the acquisition of
producing properties, including interests from limited partnerships and
approximately $5 million for equipment and other capital expenditures. The
allocation of the Company's net proceeds from this offering, together with
other available capital, among these categories of anticipated expenditures is
discretionary and will depend upon future events that cannot be predicted,
including the actual results and costs of future exploration and development
drilling and other activities, the availability and cost of oil and gas
properties meeting the Company's acquisition criteria and other matters beyond
the control of the Company. The Company is continually evaluating and pursuing
potential property acquisitions, however, the Company has no material
commitments, contracts, understanding or arrangements at the present time with
respect to any particular acquisition.

The Company has two credit facilities. The Company has, through a
two-bank group, a revolving line of credit of $35 million which bears interest
at the lead bank's base rate plus 0.5% (9.5% at March 31, 1995) with an option
to set interest at the London Interbank Offered Rate ("LIBOR") plus 2.25%
(8.49% at March 31, 1995). The outstanding amount under this facility at March
31, 1995 was $24.6 million, $9.6 million of which was bearing interest under
the base rate option and the remaining $15.0 million of which was bearing
interest under the LIBOR rate option. Such funds were borrowed primarily to
fund the Company's working capital and capital expenditures needs and to fund
the advance purchase of producing properties on behalf of limited partnerships
and/or joint ventures to be subsequently reimbursed. The Company's other
credit facility is a $5 million revolving line of credit bearing interest at
the bank's base rate (9% at March 31, 1995). At March 31, 1995, $5.0 million
was outstanding under this facility, which has been used for the same purposes.
Both of these credit facilities extend through May 1, 1996. These credit
facilities are secured by substantially all of the Company's oil and gas
properties.

Until net proceeds of the offering are utilized for purposes described
above, they will be invested in interest bearing bank accounts, U.S. government
securities, other investment grade debt securities and other short-term
investments.

10
<PAGE> 13
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock trades on the New York and Pacific Stock Exchanges
under the symbol "SFY." At June 13, 1995, the Company had approximately 650
stockholders of record. The following table sets forth the range of high and
low quarterly closing sales prices for the Common Stock of the Company as
reported by the New York Stock Exchange for the periods indicated.

<TABLE>
<CAPTION>
LOW HIGH
--------- --------
<S> <C> <C>
1995
- ----

Second Quarter (through June 21, 1995) . . $ 8-1/2 $ 10-1/8
First Quarter . . . . . . . . . . . . . . 8 9-7/8

1994
- ----

Fourth Quarter . . . . . . . . . . . . . . $ 9-1/2 $ 11-3/8
Third Quarter . . . . . . . . . . . . . . 9-1/4 10-1/2
Second Quarter . . . . . . . . . . . . . . 9 10-1/8
First Quarter . . . . . . . . . . . . . . 8-1/2 11-1/4

1993
- ----
Fourth Quarter . . . . . . . . . . . . . . $ 8-3/8 $ 11-7/8
Third Quarter . . . . . . . . . . . . . . 9-1/2 12-3/4
Second Quarter . . . . . . . . . . . . . . 9-1/2 11-1/4
First Quarter . . . . . . . . . . . . . . 7-7/8 10
</TABLE>

The above prices have been revised to reflect the 10% common stock
dividend declared and paid in September 1994. On June 21, 1995, the last
reported sale price for the Common Stock on the New York Stock Exchange was $9
3/4 per share.

Since the Company's inception, no cash dividends have been declared on
its Common Stock, and the Company does not expect to declare cash dividends in
the foreseeable future. The Company currently intends to continue a policy of
using retained earnings for expansion of its business. Under its current
credit arrangements, the Company may not declare cash dividends on its Common
Stock that exceed $424,000 in any fiscal year.

11
<PAGE> 14
CAPITALIZATION

The following table sets forth the capitalization of the Company at
March 31, 1995, and as adjusted to give effect to the sale by the Company of
the shares of Common Stock offered hereby and the application of the net
proceeds as described under "Use of Proceeds." This information should be read
in conjunction with the Company's Consolidated Financial Statements and the
Notes thereto and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" presented elsewhere in this Prospectus.
<TABLE>
<CAPTION>
MARCH 31, 1995
---------------------------
ACTUAL AS ADJUSTED
----------- --------------
(IN THOUSANDS)
<S> <C> <C>
Short-term bank borrowings(1) . . . . . . . . . . . . . . . . . . . . . . . $ 30,550 $ --
=========== ==============

Long-term debt
6 1/2% Convertible Subordinated Debentures . . . . . . . . . . . . . . $ 28,750 $ 28,750

Stockholders' equity:
Preferred Stock--$.01 par value; 5,000,000 authorized shares; no
shares issued and outstanding . . . . . . . . . . . . . . . . . . . . -- --

Common Stock--$.01 par value; 35,000,000 authorized shares; 6,710,412 67 111
issued and outstanding shares(2) . . . . . . . . . . . . . . . . . . .

Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . 25,112 65,259

Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . 17,699 17,699
----------- --------------

Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . 42,878 83,069
----------- --------------
Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 71,628 $ 111,819
=========== ==============
</TABLE>

_________________

(1) See Note 4 to the Company's Consolidated Financial Statements for
additional information concerning the Company's short-term bank
borrowings.

(2) Excludes (a) 8,330 shares issued between March 31, 1995 and May 31,
1995 pursuant to stock benefit plans, (b) 1,324,288 shares issuable
upon exercise of employee and director stock options outstanding as of
May 31, 1995, (c) 68,750 shares issuable upon the exercise of stock
options granted to other individuals outstanding as of May 31, 1995,
and (d) 2,343,113 shares issuable upon conversion of the outstanding
$28.75 million of 6 1/2% Convertible Subordinated Debentures due 2003.
See "Management" and the Company's Consolidated Financial Statements
and the Notes thereto.

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data of the Company for
each of the five years in the period ended December 31, 1994, are derived from
the Company's Consolidated Financial Statements, which have been audited. The
selected consolidated financial data for the three-month periods ended March
31, 1994 and 1995 are unaudited, and, in the opinion of management, include all
adjustments (consisting of only normal recurring adjustments, except as
disclosed below) necessary for a fair presentation of the results for such
interim periods. Results for the interim periods are not necessarily
indicative of results to be expected for the entire year. The selected
consolidated financial data should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Company's Consolidated Financial Statements and the Notes thereto included
elsewhere herein.

12
<PAGE> 15
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
----------------------------------------------------- ----------------------
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- -------- ---------- ---------- ----------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues:
Oil and gas sales . . . . . $ 7,328 $ 8,362 $ 12,420 $ 15,536 $ 19,802 $ 4,817 $ 4,876
Earned interests and fees(1) 9,883 2,232 2,716 4,072 702 109 113
Supervision fees . . . . . 2,149 3,363 3,444 3,719 3,751 943 905
Interest income . . . . . . 706 192 113 202 48 19 8
Other, net . . . . . . . . 324 541 516 604 1,072 251 357
-------- -------- -------- -------- --------- --------- ---------
Total revenues . . . . 20,390 14,690 19,209 24,133 25,375 6,139 6,259
-------- -------- -------- -------- --------- --------- ---------
Costs and expenses:
General and administrative,
net of reimbursements . . 3,943 4,656 5,605 5,065 5,198 1,196 1,307
Depreciation, depletion and
amortization . . . . . . 3,556 3,843 4,906 7,301 7,905 1,689 2,168
Oil and gas production . . 2,080 2,442 3,934 4,540 5,639 1,142 1,629
Interest expense . . . . . - - 76 598 1,795 359 478
Other expenses . . . . . . - - 628 - - - -
-------- -------- -------- -------- --------- --------- ---------
Total costs and expenses 9,579 10,941 14,521 17,504 20,537 4,386 5,582
-------- -------- -------- -------- --------- --------- ---------
Income before income taxes . . 10,811 3,749 4,688 6,629 4,838 1,753 677
Provision for income taxes . . 3,640 1,236 1,518 1,732 1,112 542 152
-------- -------- -------- -------- --------- --------- ---------
Income before cumulative effect
of changes in accounting
principle . . . . . . . . . 7,171 2,513 3,170 4,897 3,726 1,211 525
Cumulative effect of change in
accounting principle(1) . . - - 915 - (16,773) (16,773) -
-------- -------- -------- -------- --------- --------- ---------
Net income (loss) . . . . . . . $ 7,171 $ 2,513 $ 4,085 $ 4,897 $ (13,047) $ (15,562) $ 525
======== ======== ======== ======== ========= ========= =========
Per share data:
Primary:
Income before cumulative
effect of changes in
accounting principle . $ 1.36 $ 0.47 $ 0.52 $ 0.74 $ 0.56 $ 0.18 $ 0.08
Cumulative effect of
changes in accounting
principle . . . . . . - - 0.15 - (2.52) (2.54) -
-------- -------- -------- -------- --------- --------- ---------
Net income (loss) . . . . $ 1.36 $ 0.47 $ 0.67 $ 0.74 $ (1.96) $ (2.36) $ 0.08
======== ======== ======== ======== ========= ========= =========
Fully diluted:
Income before cumulative
effect of changes in
accounting principle . $ 1.36 $ 0.47 $ 0.52 $ 0.74 $ 0.56 $ 0.17 $ 0.08
Cumulative effect of
changes in accounting
principle . . . . . . - - 0.15 - (2.52) (2.54) -
-------- -------- -------- -------- --------- --------- ---------
Net income (loss) . . . . $ 1.36 $ 0.47 $ 0.67 $ 0.74 $ (1.96) $ (2.36) $ 0.08
======== ======== ======== ======== ========= ========= =========
Weighted average shares
outstanding(2) . . . . . . . . 5,279 5,363 6,135 6,588 6,644 6,602 6,689
======== ======== ======== ======== ========= ========= =========

CASH FLOW STATEMENT DATA:
Net cash flows provided by
operating activities . . . $ 4,813 $ 5,912 $ 6,349 $ 7,238 $ 10,395 $ 2,680 $ 2,964
Capital expenditures . . . . . 8,600 7,985 34,401 24,229 34,531 4,043 5,745
BALANCE SHEET DATA:
Working capital . . . . . . . . $ 1,023 $ (2,992) $ 2,953 $ 9,742 $ (13,137) $ 8,058 $(16,729)
Total assets . . . . . . . . . 118,227 101,422 100,243 160,893 135,673 147,536 135,795

Short-term bank borrowings . . 12,985 23,380 - 2,650 27,229 14,000 30,550
Long-term debt . . . . . . . . - - - 28,750 28,750 28,750 28,750
Stockholders' equity . . . . . 35,668 38,660 49,281 54,466 42,127 55,288 42,879
</TABLE>

_________________

(1) In the fourth quarter of 1994, the Company adopted a new method of
accounting for earned interests with respect to the limited
partnerships for which it serves as general partner, effective January
1, 1994, whereby earned interests are no longer recognized as income.
The current year effect of the change was to increase income before
cumulative effect of accounting principle by approximately $1,047,000
or $.16 per share. The cumulative effect of this change in accounting
principle resulted in an adjustment of $16,772,698 or $(2.52) per
share (after reduction for income taxes of $8,640,481), to apply the
new method retroactively, thereby

13
<PAGE> 16
reducing net income in 1994. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- General."
See also Note 2 to the Company's Consolidated Financial Statements.
Additionally, effective January 1, 1992, the Company elected to adopt
SFAS No. 109. The cumulative effect of this change resulted in an
increase in net income of $915,000, reflected in the first quarter of
1992. See Note 3 to the Company's Consolidated Financial Statements.

(2) Amounts have been retroactively restated in all periods presented to
give recognition for an equivalent change in capital structure as a
result of a 10% stock dividend in September 1994. See Note 7 to the
Company's Consolidated Financial Statements.

SELECTED OIL AND GAS DATA

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
-------------------------------------------- ---------------------
1992 1993 1994 1994 1995
------------ ------------- -------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Production:
Oil (Bbls) . . . . . . . . . . . 283,928 324,486 467,056 99,992 134,626
Natural gas (Mcf)(1) . . . . . . 3,975,203 5,421,841 6,798,531 1,643,348 1,702.658
Gas equivalents (Mcfe) . . . . . 5,678,771 7,368,757 9,600,867 2,243,300 2,510,414
Weighted average sales prices:
Oil (per Bbl) . . . . . . . . . $17.19 $15.10 $14.35 $11.80 $15.61
Natural gas (per Mcf) . . . . . 1.90 1.96 1.93 2.21 1.63
Selected data per Mcfe:
Production costs . . . . . . . . $0.69 $0.62 $0.59 $0.51 $0.65
Depreciation, depletion and
amortization . . . . . . . . 0.86 0.99 0.82 0.75 0.86
Reserve replacement cost (Mcfe) 0.60 0.70 0.79 N/A N/A
Wells drilled (gross) . . . . . . . 40 34 44 12 9
Gas equivalents (Mcfe) added by:
Acquisitions . . . . . . . . . . 44,680,418 26,469,487 12,879,408 N/A N/A
Exploration and development . . 1,365,283 13,502,397 24,803,819 N/A N/A
</TABLE>

_________________

(1) Natural gas production for 1992, 1993, 1994, and the three-month periods
ended March 31, 1994 and 1995 includes 1,148,862, 1,581,206, 1,358,375,
386,028 and 316,745 Mcf, respectively, delivered under the Volumetric
Production Payment.

14
<PAGE> 17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto and the Selected
Consolidated Financial Data included elsewhere in this Prospectus.

GENERAL

The Company intends to continue to increase its reserves, cash flow and
underlying net asset value through a balanced strategy that includes an
expanded exploration and development drilling program, strategic acquisitions
and the application of advanced technologies. The Company's proved reserve
base, production and cash flow from operations have increased at annualized
compounded rates of 35%, 38% and 30%, respectively, over the last five years.
The Company has historically financed most of its growth with capital raised
through limited partnership financing. Since the Company's inception in 1979,
the Company has raised approximately $440 million through limited partnership
financing through 1994. Since 1985, this financing vehicle enabled the
Company to accelerate its growth and purchase larger producing properties.
Commencing in 1991, the Company began to reduce its reliance on limited
partnership financing as its reserve base expanded and its strategy shifted to
re-emphasize internally-generated exploration and development activities. The
Company intends to continue to reduce its dependence on limited partnership
financing. As a result of its limited partnership activities, the Company
developed the expertise and infrastructure to manage oil and gas properties
significantly in excess of its current reserve base. At December 31, 1994, the
Company owned proved reserves of over 103.6 Bcfe and managed approximately 200
Bcfe on behalf of limited partnerships.

In 1991, the Company began to increase its inventory of exploration and
development drilling prospects. Drilling locations were selected through
intensive geological and geophysical studies of the Company's undeveloped
acreage and other prospects. The Company has recently begun to realize the
benefits from its drilling program with 24.8 Bcfe of proved reserves added in
1994 through exploration and development drilling at an approximate cost of
$0.51 per Mcfe. In 1994, the Company's additions to proved reserves from
drilling were almost twice the proved reserves added from producing property
acquisitions and represented approximately 250% of production in that year.

The Company's revenue is primarily comprised of the following components:
oil and gas sales attributable to Company-owned properties and supervision
fees generated by the Company's role as operator of approximately 750 producing
and drilling wells. Additionally, prior to 1994, the Company also recorded
earned interests and fees from limited partnerships and joint ventures.
Effective January 1, 1994, the Company changed its revenue recognition policy
for earned interests. The cumulative effect in 1994 of this change in
accounting principle resulted in a one-time accounting adjustment of $16.8
million, or a loss of $2.52 per share (after reduction for income taxes of $8.6
million), to apply the new method retroactively. Earned interests represented
revenues in the form of interests in proved developed oil and gas properties
conveyed to limited partnerships and joint ventures formed in connection with
the Company's organization and management of limited partnerships and joint
ventures, representing the difference between the Company's capital
contributions to each limited partnership or joint venture and its earned
revenue interest in the limited partnership's or venture's properties (based
upon the expected levels of cash distributions to the limited partners or joint
venturers). Under the Company's newly adopted method of accounting for earned
interests, such amounts will not be recognized as income, thereby reducing the
Company's investment in oil and gas property. On a pro forma basis, after
considering the retroactive application of the Company's change in accounting
for earned interests, revenues would have been reduced by 14%, to $20.8 million
and 9%, to $17.5 million for 1993 and 1992, respectively. The Company believes
the change in policy results in financial statements that better reflect its
current business focus and that are more comparable to current practices in the
oil and gas exploration and production industry.

In May 1992, the Company purchased interests in certain wells from the
Manville Corporation for $13.8 million using funds provided by the Company's
sale of the Volumetric Production Payment in these properties to a subsidiary
of Enron Corp. Net proceeds from the sale of the production were recorded as
deferred revenues. Deliveries under the Volumetric Production Payment are
recorded as oil and gas sales revenues which are offset by a corresponding
reduction of deferred revenues. Under this arrangement, the Company is
required to deliver

15
<PAGE> 18
a fixed quantity of hydrocarbons produced from the properties over a specified
period. Volumes remaining to be delivered under the Volumetric Production
Payment are not included in the Company's proved reserves. Under the
Volumetric Production Payment, hydrocarbons produced in excess of the amount
required to be delivered are sold by the Company for its own account. The
amounts delivered under the Volumetric Production Payment were 1,148,862,
1,581,206 and 1,358,375 Mcf in 1992, 1993 and 1994, respectively,
representing gas sales revenues of $1.7 million, $2.3 million and $2
million. These amounts represented the amortization of deferred revenues in
each respective period. At March 31, 1995, approximately 5.1 Bcf of gas remain
to be delivered under this arrangement through October 2000, when it expires.

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED MARCH 31, 1995 AND 1994

Revenues

The Company's revenues increased 2% during the first quarter of 1995 from
the first quarter of 1994, due primarily to the increase in oil and gas sales.

Oil and Gas Sales

Oil and gas sales increased approximately 1% to $4.9 million in the first
three months of 1995, as compared to $4.8 million for the same period in 1994.
Oil and gas sales comprised approximately 78% of total revenue in both periods.
The Company's net equivalent production volumes increased by 12% to 2.51 Bcfe
in the first quarter of 1995 as compared to the same period in 1994. Oil
production increased 35% and gas production increased 4% in the first quarter
of 1995, primarily as the result of (i) increased production from exploratory
and development wells drilled in late 1994 and in the first quarter of 1995,
and (ii) the acquisition of interests in producing properties by the Company in
the third quarter of 1994. Although net equivalent production volumes grew by
12% and oil prices increased by 32% during the first quarter of 1995, oil and
gas sales revenue increased only 1% due to a 26% decline in gas prices.

Supervision Fees

Supervision fees decreased 4% in the first three months of 1995 compared to
the same period in 1994 due primarily to a reduction in the number of wells the
Company operated, as it disposed of certain marginal wells between the two
periods.

Costs and Expenses

General and administrative expenses for the first quarter of 1995 increased
9% as compared to the same period in 1994, due primarily to increased staffing
levels required to support the Company's increased reserve base and drilling
activities. The Company's general and administrative expenses declined from
$0.53 per Mcfe for the first quarter of 1994 to $0.52 per Mcfe for the same
period in 1995 as a result of increased production volumes.

Depreciation, depletion and amortization ("DD&A") increased 28%, due
primarily to the increase in the Company's producing properties and the related
sale of increased quantities of oil and gas therefrom. DD&A grew from $0.75
per Mcfe in the 1994 period to $0.86 per Mcfe in the 1995 period, reflecting
variations in the per unit cost of property additions and changes in the mix of
reserves between oil and gas.

Oil and gas production costs increased 43% in the first quarter of 1995
(such costs increased from $0.51 per Mcfe in 1994 to $0.65 per Mcfe in 1995)
due to the growth in the Company's production volumes, certain one-time
remedial well expenses, and higher well insurance costs and ad valorem taxes.

Interest expense totaled $1.1 million for the first three months of 1995
(of which $671,000 was capitalized) and $686,000 for the first three months of
1994 (of which $327,000 was capitalized). The Company capitalizes that portion
of interest related to its exploration, partnership and foreign business
development activities. The increase

16
<PAGE> 19
in interest expense in 1995 is attributable to an increase in the average
balance under the Company's credit lines necessary to finance the Company's
capital expenditures discussed below.

Net Income

Net income decreased 57% in the first quarter of 1995 to $525,000, or $0.08
per share, as compared to income before the cumulative effect of change in
accounting principle of $1.2 million, or $0.18 per share, in the same period of
1994. The decrease in net income primarily reflected the substantially lower
gas prices realized in 1995. The net loss of $15.6 million in the first
quarter of 1994 included a cumulative effect of a change in accounting
principle of $16.8 million discussed above.

COMPARISON OF YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994

Revenues

Company revenues increased by 5% during 1994 and 25% during 1993,
principally due to increases in oil and gas sales revenues. In addition to the
components of revenues discussed below, 1992 and 1993 revenues included the
recognition of earned interests (excluded in 1994 due to a change in accounting
principle) which amounted to $1.7 and $3.3 million, respectively.

Oil and Gas Sales

Oil and gas sales increased by $4.3 million, or 27%, in 1994 compared to
1993 due to increased production generated from acquired properties and the
Company's expanded exploration and drilling programs. As a percentage of total
revenues, oil and gas sales rose from 65% of total revenues in 1992 to 78% of
total revenues in 1994. Average prices for oil dropped from $17.19 per Bbl in
1992, to $15.10 per Bbl in 1993, to $14.35 per Bbl in 1994, while average gas
prices increased from $1.90 per Mcf in 1992, to $1.96 per Mcf in 1993, and back
down to $1.93 per Mcf in 1994. The Company's net volumes increased by 30% to
9.6 Bcfe. This volume increase was offset by a decrease in oil and gas prices.
Average gas prices declined from $2.21 in the first quarter of 1994 to $1.63 in
the fourth quarter of 1994, which significantly impacted 1994 revenues and
accordingly, net income. In 1993, oil and gas sales revenues increased by 25%
or $3.1 million, over 1992 revenues, primarily due to increased production
volumes.

Cash Fees

The Company receives cash fees in connection with the formation and
continuing management of limited partnerships and, to a lesser extent, fees
paid by joint venture partners. Cash fees received were $764,000, $763,000 and
$702,000 in 1992, 1993 and 1994, respectively. These amounts vary due to
differences in the level of limited partnership subscriptions, ongoing limited
partnership net revenues, and the amount and terms of joint venture fees.

Supervision Fees

Supervision fees increased from $3.4 million in 1992, to $3.7 million in
1993 to $3.8 million in 1994. These increases were due to a higher level of
drilling wells operated by the Company and the annual escalation of producing
well overhead rates.

Costs and Expenses

General and administrative expenses, net of reimbursement to the Company
for the services performed on behalf of limited partnerships, increased 2% and
3% during 1993 and 1994, respectively. These increases were primarily the
result of the Company receiving its general partner share of expenses in a
larger number of limited partnerships. These expenses decreased from $0.88 per
Mcfe in 1992 to $0.69 per Mcfe in 1993 to $0.54 per Mcfe in 1994.

17
<PAGE> 20
DD&A has steadily increased due to significant growth in the Company's
interests in production volumes. The Company's DD&A rate per Mcfe has
fluctuated from $0.86 in 1992 to $0.99 in 1993 to $0.82 in 1994, reflecting
variations in the per unit cost of property additions and changes in the mix of
reserves between oil and gas over the years. The 1994 DD&A amount was also
favorably impacted (by approximately $2.3 million) as a result of the change in
accounting principle relating to earned interests as discussed. The accounting
principle change will continue to have a favorable impact on DD&A in the
future. See "-- General."

The Company's oil and gas production costs increased 24% during 1994 and
15% during 1993 due to increased production volumes. The Company's production
costs decreased from $0.69 per Mcfe in 1992 to $0.62 per Mcfe in 1993 to $0.59
per Mcfe in 1994, reflecting higher net equivalent production volumes in each
period.

Total interest expense was $1.4 million, $1.6 million, and $3.7 million for
1992, 1993, and 1994, respectively, of which $1.3 million, $1.0 million, and
$1.9 million related to the Company's exploration, partnership and foreign
business development activities and was capitalized. The increase in interest
expense for 1994 was attributable to payment of a full year's interest on the
Debentures, as opposed to payment of six months' interest on the Debentures in
1993, and no interest on the Debentures in 1992.

Net Income (Loss)

The Company incurred a net loss for 1994 of $13.0 million, which included
the cumulative effect of a change in accounting principle (as discussed above)
of $16.8 million. Income before the cumulative effect of a change in
accounting principle for 1994 was 24% less than net income for 1993, primarily
due to the elimination in 1994 of recording earned interest as an item of
revenue ($3.4 million in 1993) and the 1994 increase of $1.2 million in
interest expense, partially offset by a $2.6 million increase in oil and gas
income activities (sales revenues net of the associated increases in production
costs and DD&A).

Net income for 1993 increased 20% as compared to 1992, principally due to
increased production volumes. The Company's consolidated effective tax rate
was 32.4%, 26.1% and 23.0% in 1992, 1993 and 1994, respectively. During
1992, the Company also recognized a $915,000 income benefit as a result of the
cumulative effect of adopting Statement No. 109 of the Financial Accounting
Standards Board as described in Note 3 to the Company's Consolidated Financial
Statements, which increased first quarter 1992 income by $0.16 per share.

RECENT DEVELOPMENTS

Oil and gas sales volumes for the second quarter of 1995 are currently
estimated to be comparable to sales volumes during the first quarter of 1995.
Management currently estimates that its weighted average gas sales price has
improved approximately 10% during the second quarter when compared to the
$1.63 weighted average sales price for the first quarter of 1995, while its
weighted average oil sales price has declined slightly for the period.
Preliminary estimates indicate that its related costs and expenses for the
second quarter of 1995 will increase slightly over the levels in the first
quarter of 1995.

In the fourth quarter of 1994, the Company successfully acquired a
leasehold position in 8,830 net acres immediately adjacent to its existing AWP
Olmos Field. The Company subsequently extended its geological and engineering
studies to cover this area, and has drilled four new wells on this acreage. As
a result of these efforts, Swift has identified 89 proved undeveloped
locations, and currently plans to drill up to 70 development wells through
year-end 1996.

At May 31, 1995, the Company had estimated proved reserves of 133.3 Bcf of
natural gas and 5.4 MMBbls of oil (approximately 165.8 Bcfe) with a PV-10 Value
of approximately $100.2 million. The proved reserves at May 31, 1995 represent
an increase of 60% over estimated amounts at December 31, 1994, reflecting
recent reserve additions comprised primarily of proved undeveloped reserves in
newly acquired areas of the AWP Olmos Field, as well as higher prices at May 31,
1995.

18
<PAGE> 21
LIQUIDITY AND CAPITAL RESOURCES

The Company historically has relied on limited partnerships as its
principal financing vehicle to fund its acquisitions. Since 1991, the
Company's strategy has shifted toward increased reliance on exploration and
development activities and has significantly expanded reserves added through
these efforts. As a result, the Company has reduced its reliance on cash flow
generated from, and capital raised through, limited partnerships. Supplemental
cash and working capital are provided through internally generated cash flow
and debt and equity financing.

NET CASH FROM OPERATIONS

For the three-month period ended March 31, 1995, cash flows from operating
activities increased to $2.9 million compared to $2.7 million during the first
three months of 1994. This increase was primarily due to increased production
volumes and higher oil pricing, offset by lower average gas prices as discussed
above. In 1992, 1993, and 1994, the Company generated net cash from operating
activities of $6.4 million, $7.2 million and $10.4 million, respectively. The
1994 increase was primarily due to increased production volumes, partially
offset by lower oil and gas prices and an increase in interest expense. The
1993 increase of $889,000 in net cash from operations was substantially due to
increased production, offset by lower oil prices and an increase in interest
expense.

WORKING CAPITAL

The Company's working capital has decreased from $9.7 million at December
31, 1993, to working capital deficits of $13.1 million and $16.7 million at
December 31, 1994, and at March 31, 1995, respectively. The working capital
deficits are primarily the result of borrowings under short-term facilities to
fund a portion of the increases in the Company's oil and gas property assets as
described below under "-- Capital Expenditures." At December 31, 1994 and
March 31, 1995, the Company's borrowings were $27.2 million and $30.5 million,
respectively.

Due to the nature of the Company's business, the individual components of
working capital fluctuate considerably from period to period. Balance sheet
changes in receivables, producing oil and gas properties held for transfer and
payables related to producing oil and gas property acquisitions principally
arise from the timing of property purchases and payments made by and to the
Company related to the Company's management of limited partnerships.

FINANCING ACTIVITIES

The Company raised $34.7 million, $44.1 million and $50.2 million in
limited partnership subscriptions in 1994, 1993, and 1992, respectively,
reflecting the Company's reduced reliance on limited partnership financing.

On June 30, 1993, the Company issued $28.75 million of Debentures in a
public offering. Proceeds of the offering have been used primarily to acquire
producing oil and gas properties and to finance the Company's expanding
exploration and development programs. (See Note 5 to the Company's
Consolidated Financial Statements.)

In May 1992, the Company received proceeds of $14.0 million from the sale
of certain properties from its oil and gas property account and $6.4 million
from the sale of 990,000 shares of common stock through an institutional
offering (see Note 8 to the Company's Consolidated Financial Statements.), and
used the Volumetric Production Payment to acquire $13.8 million of properties
from the Manville Corporation. (See "-- Production" above.)

CREDIT FACILITIES

The Company has established credit facilities which have been used
principally to finance the Company's purchase of producing oil and gas
properties on an interim basis pending transfer of the properties to newly
formed limited partnerships and joint ventures, and to provide working capital.
More recently the Company's credit facilities

19
<PAGE> 22
have been used to fund a portion of the Company's exploration and development
activities. See Note 4 to the Company's Consolidated Financial Statements.

At March 31, 1995, the Company had $30.5 million outstanding under
these borrowing arrangements. Up to an additional $10.5 million was available
under these lines at March 31, 1995. These facilities included three lines:
(i) a $35.0 million revolving line of credit at the lead bank's base rate plus
0.5%, with an option to set interest at the London Interbank Offered Rate
("LIBOR") plus 2.25%; (ii) a $5 million accounts receivable line bearing
interest at the bank's base rate; and (iii) a line for the acquisition of
producing oil and gas properties (the "Acquisition Line") at the bank's base
rate plus 1.5%. These credit facilities are secured by substantially all of
the Company's oil and gas properties. The Company has since terminated the
Acquisition Line, retaining the two lines totalling $40 million. See "Use of
Proceeds" and Note 4 to the Company's Consolidated Financial Statements.

CAPITAL EXPENDITURES

Additions to property, plant and equipment during the first three months of
1995 were $5.7 million which include $2 million for exploratory and development
drilling costs; $1.8 million of prospect costs (principally prospect leasehold,
seismic and geological costs of unproven prospects); $1 million to fund the
Company's general partner capital contribution to the limited partnerships
formed under its SEDV offering (see "Business and Properties -- Partnerships");
$600,000 invested in foreign business opportunities ($530,000 in Russia and
$70,000 in Venezuela); and $300,000 spent for furniture and fixtures, primarily
computer equipment.

The Company's capital expenditures were $34.4 million, $24.2 million and
$34.5 million in 1992, 1993 and 1994, respectively. In 1994 approximately $6.9
million was spent on the purchase of producing oil and gas property interests.
The Company expended approximately $6.6 million for prospect costs;
approximately $5.7 million for the Company's general partner capital
contribution to limited partnerships; $4.1 million in development drilling;
and $4.0 million for exploratory drilling. The Company also purchased $3.5
million of limited partnership interests in previously formed limited
partnerships through its acceptance, at its option of the right of presentment
provided in those limited partnerships. In its foreign activities, the Company
invested another $3.0 million and $300,000, in its Russia and Venezuela
initiatives, respectively, and $500,000 on fixed assets consisting primarily of
computer equipment.

The Company anticipates capital expenditures of approximately $100 million
(of which approximately $5.7 million was spent during the first three months of
1995) for currently planned projects in 1995 and 1996, including approximately
$70 million for exploration and development drilling projects and approximately
$25 million for the acquisition of producing properties, including the purchase
of interests from limited partnerships and $5 million for equipment and other
capital expenditures. Actual expenditures for planned exploration and
development activities may vary significantly, depending upon many factors,
including drilling results, oil and gas prices, industry conditions and general
economic factors. In addition, the Company's exploration and development
expenditures may be increased as additional prospects or wells are generated,
acquired or developed.

The Company believes that internally-generated cash flows (expected to
increase as the Company's production base increases), as a result of its
accelerated drilling program together with the proceeds of this offering and
its existing credit facilities, will be sufficient to finance the costs
associated with its currently budgeted capital expenditures at least through
1996. Further liquidity needs may also be met by the additional availability
under its credit facilities based upon the value of the Company's proved
reserves, as management continually evaluates future use of debt and/or equity
to finance its capital needs. See "Investment Considerations -- Future Capital
Requirements."

QUARTERLY RESULTS OF OPERATIONS

The following table sets forth certain unaudited quarterly financial
information for each of the Company's last five quarters. The data has been
prepared on a basis consistent with the Company's audited consolidated combined
financial statements included elsewhere in this Prospectus and include all
necessary adjustments, consisting only of normal recurring accruals that
management considers necessary for a fair presentation. The operating results
for any quarter are not necessarily indicative of results for any future
period.

20
<PAGE> 23
<TABLE>
<CAPTION>
QUARTERS ENDED
------------------------------------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31,
1994 1994 1994 1994 1995
------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues(1) . . . . . . . . . . . . $ 6,138,535 $ 6,106,954 $ 6,962,612 $ 6,167,191 $ 6,258,588

Depreciation, depletion and
amortization(1) . . . . . . . 1,688,938 1,802,483 2,143,652 2,269,728 2,168,229

Income before income taxes(1) . . . 1,753,003 1,462,980 1,439,620 182,226 676,434
Income before cumulative effect of
change in accounting 1,210,722 1,076,077 1,130,398 308,474 524,600
principle(1) . . . . . . . . .

Net income (loss) (as restated)(1) $(15,561,976) $ 1,076,077 $ 1,130,398 $ 308,474 $ 524,600

Primary:

Income before cumulative effect of
change in accounting principle $ 0.18 $ 0.16 $ 0.17 $ 0.05 $ 0.08

Net income (loss)(1) . . . . . . (2.36) 0.16 0.17 0.05 0.08

Fully diluted:

Income before cumulative effect of
change in accounting principle $ 0.17 $ 0.15 $ 0.16 $ 0.05 $ 0.08

Net income (loss)(1) . . . . . . (2.36) 0.15 0.16 0.05 0.08

Net cash provided by operating
activities . . . . . . . . . . $ 2,679,971 $ 2,256,457 $ 3,355,621 $ 1,902,465 $ 2,964,097
</TABLE>

_________________

(1) In the fourth quarter of 1994, the Company changed its revenue
recognition policy for earned interests. See Note 2 to the Company's
Consolidated Financial Statements "Change in Accounting Principle" for
further discussion. This change was effective beginning January 1,
1994, and, accordingly, the cumulative effect of this change resulted
in an adjustment of $16,772,698 or $(2.52) per share, which has been
reflected in the first quarter of 1994, and the first three quarters of
1994 have been restated to reflect the basis of the newly adopted
accounting principle. Net Income, Primary Income Per Share, and Fully
Diluted Income Per Share were previously reported as $814,325, $0.14,
and $0.14, respectively, for the first quarter of 1994; $1,140,197,
$0.19, and $0.17, respectively, for the second quarter of 1994; and
$768,161, $0.12, and $0.12, respectively, for the third quarter of
1994.

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<PAGE> 24
BUSINESS AND PROPERTIES

THE COMPANY

The Company is engaged in the exploration, development, acquisition
and operation of oil and gas properties with a primary focus on U.S. onshore
natural gas reserves. The Company has interests in approximately 4,100 oil and
gas wells located in 15 states, with over 80% of its proved reserve base
concentrated in Texas, Oklahoma and Louisiana. The Company was formed in 1979
and, since 1985, has grown primarily through the acquisition of producing
properties funded through limited partnership financing. Commencing in 1991,
the Company began to re-emphasize the addition of reserves through increased
exploration and development drilling activity while significantly reducing its
reliance on limited partnership financing. In 1994, the Company added
approximately 24.8 Bcfe of proved reserves through exploration and development
drilling, representing approximately 250% of 1994 production.

The Company's proved reserve base, production and cash flow from
operations have increased at annualized compounded rates of 35%, 38% and 30%,
respectively, over the last five years. At May 31, 1995, the Company had
estimated proved reserves of 133.3 Bcf of natural gas and 5.4 MMBbls of oil
(approximately 165.8 Bcfe) with a PV-10 Value of approximately $100.2 million.
Approximately 80% of the Company's proved reserve base at that date was natural
gas. The proved reserves at May 31, 1995 represent an increase of 60% over
estimated amounts at December 31, 1994. The Company's reserve replacement cost
over the last three years has averaged $0.79 per Mcfe, which it believes is
better than industry averages.

As of December 31, 1994, the Company operated 750 wells which
represented 61% of its proved reserve base and managed reserves on behalf of
limited partnerships which, exclusive of the Company's interests, had proved
reserves of approximately 200 Bcfe. Five oil and gas fields accounted for 54%
of the Company's PV-10 Value at December 31, 1994, of which the two largest
were the AWP Olmos Field and the Giddings Field. The AWP Olmos Field, located
in McMullen County, Texas, and the Giddings Field located in Fayette County,
Texas, accounted for 25% and 12%, respectively, of the Company's PV-10 Value as
of such date. The Company believes that the Giddings Field's prolific but
short-lived wells complement the long-lived reserves of the AWP Olmos Field.
The application of advanced technologies and achievement of operating
efficiencies have enabled the Company to reduce costs and enhance reserve
recoveries in these fields.

BUSINESS STRATEGY

Key elements of the Company's strategy include the following:

o Increased exploration and development drilling activities.
The Company believes that its existing properties, including
its substantial inventory of undeveloped acreage, provide
significant future exploration and development potential. The
Company anticipates expenditures of approximately $70 million
on currently planned drilling activities during 1995 and 1996
(of which approximately $3.8 million was spent in the first
quarter of 1995). Through December 31, 1996, the Company
currently anticipates expenditures of approximately $55
million on development drilling activities, including
approximately $30 million in the AWP Olmos and Giddings fields
in Texas. Swift expects to spend approximately $15 million on
exploratory drilling in the Yegua, Frio, Lobo, Wilcox and
Austin Chalk trends in the Gulf Coast Basin, the Smackover
trend in the North Louisiana Salt Dome Basin, the Red Fork
formation in the Anadarko Basin in Oklahoma and the Minnelusa
trend in Wyoming.

o Strategic acquisitions. Through December 31, 1994, the
Company had acquired approximately $460 million of producing
oil and natural gas properties on behalf of itself and its
co-investors in

22
<PAGE> 25
120 separate transactions. Approximately $108 million of this
amount, representing approximately 139.7 Bcfe, was acquired
for the Company's own account, including 12.9 Bcfe purchased
in 1994. The Company is continuously reviewing acquisition
opportunities, with a particular emphasis on identifying
properties in close proximity to the Company's current
reserves, where reserves can be increased through development
drilling and improved operating efficiencies can be achieved.
Using these criteria, the Company employs a disciplined,
market-driven approach to acquisitions that can result in
varying levels of annual spending on acquisitions. Through
1996, the Company anticipates spending approximately $25
million for the acquisition of producing property interests,
including the purchase of interests from limited
partnerships.

o Application of advanced technologies. To minimize the risks
associated with exploration and development drilling and
improve operating results, the Company has devoted
considerable resources to development of advanced
technological expertise. These technologies include 2-D and
3-D seismic analysis, AVO studies and detailed formation
depletion studies. The Company has attained substantial
expertise in horizontal well technology, having participated
in 17 such wells in the past two years with a 100% success
rate. Additionally, the use of innovative fracturing methods
and coiled tubing technology in the AWP Olmos Field has
enabled the Company to achieve improved production yields.

EXPLORATION AND DEVELOPMENT DRILLING ACTIVITIES

In 1991, the Company began to increase its inventory of exploration
and development drilling prospects. Drilling locations were selected through
intensive geological and geophysical studies of the Company's undeveloped
acreage and other prospects. The Company has recently begun to realize
benefits from its drilling program with 24.8 Bcfe of proved reserves added in
1994 through exploration and development drilling at an approximate cost of
$0.51 per Mcfe. Proved reserves added through exploration and development
drilling were approximately double the amount added through the acquisition of
producing properties in 1994, and represented approximately 250% of that year's
annual production. The Company's success rate for 1994 drilling activity was
43% for exploratory wells (6 out of 14 drilled) and 87% for development wells
(26 out of 30 drilled), which management believes are above industry averages.

The Company pursues a "controlled risk" approach to exploratory
drilling. The Company focuses its exploration activities on specific regions
in the U.S. where its technical staff has considerable experience and near
proved productive properties where the potential for significant reserves
exists. The Company seeks to minimize its exploration risk by investing in
multiple prospects, farming out interests to industry partners and drilling
funds, utilizing advanced technologies and drilling in different types of
geological formations.

The Company's development strategy is designed to maximize the value
and productivity of its existing properties through development drilling and
recovery methods, enhancing production results through improved field
production techniques, lowering production costs, and applying the Company's
technical expertise and resources to exploit producing properties efficiently.
The Company employs various recovery techniques which include water flooding,
fracturing reservoir rock through the injection of high-pressure fluid,
inserting coiled tubing velocity strings to speed gas flow and acid treatments.
The Company believes that the application of fracturing technology and coiled
tubing has resulted in significant increases in production and decreases in
drilling and operating costs in several of its fields, including the Company's
largest single property, the AWP Olmos Field. See "-- Properties -- Major
Properties -- AWP Olmos Field."

The Company's exploration and development activities are conducted by
its in-house exploration staff, assisted by professionals from other
departments, including reservoir engineers, geologists, geophysicists,
petrophysicists, landmen, and drilling and operations engineers. The Company
believes that one of the keys to its success has been its team approach which
integrates multiple disciplines to maximize utilization of the information
provided by modern seismic techniques.

23
<PAGE> 26
The Company has increasingly utilized advanced seismic technology to
enhance the quality of its drilling efforts, including 2-D and 3-D seismic
analysis, AVO studies, and detailed formation depletion studies. Utilizing the
Company's computer workstations, seismic data is analyzed and enhanced with
advanced software programs, many of which are proprietary. As a result, the
Company has developed a significant internal seismic expertise and has compiled
an extensive library of seismic data.

AWP Olmos Field. The Company has extensive expertise in the AWP Olmos
Field where it drilled four successful development wells and one successful
exploratory well in 1994. The Company has a long history of experience with
low- permeability tight-sand formations typical of its AWP Olmos Field
properties. Since acquiring its first AWP Olmos Field acreage in 1988, the
Company has made detailed studies of drainage patterns in the formation and has
introduced innovations in fracture design and implementation methods and coiled
tubing technology that substantially reduce drilling costs and improve
recoveries.

In the fourth quarter of 1994, the Company successfully acquired a
leasehold position in 8,830 net acres immediately adjacent to its existing AWP
Olmos Field. The Company subsequently extended its geological and engineering
studies to cover this area, and to date has drilled and completed four new
wells on this acreage. As a result of these efforts, Swift has identified 89
proved undeveloped locations in this field, where it currently plans to drill
up to 70 development wells through 1996.

Giddings Field. Wells in the Giddings Field initially have high
deliverability rates, with strong cash flows that decline rapidly. The Company
believes these reserves complement its long-lived reserves in the AWP Olmos
Field. Since 1992, the Company has participated in 17 horizontal wells in the
Giddings Field with a 100% success rate, including six successful development
wells in 1994. The Company believes its success is attributable to its ability
to identify hydrocarbon-bearing fractures, relying on its expertise in seismic
data analysis, and its ability to drill and operate horizontal wells. In 1994,
the Company acquired a 2-D swath of seismic data covering approximately 6,500
acres. In addition, the Company acquired undeveloped leasehold interests to
provide additional flexibility in designing its development program. The
Company currently plans an additional 12 development wells in the Giddings
Field through December 31, 1996.

Gulf Coast Basin. The Company's drilling program in the Gulf Coast
Basin in 1994 consisted of three successful exploratory wells and five
successful development wells, primarily in the Yegua trend. These locations
were selected utilizing traditional geologic studies combined with analyses of
available 2-D seismic data. To further reduce exploration and development risk
in the Gulf Coast Basin, the Company conducted a 3-D seismic survey in Jackson
County, Texas in 1994. The processing and interpretation has identified a
number of potential drilling locations which have been further refined through
AVO analysis. The Company owns interests in the South Louisiana East Mud Lake
and Second Bayou fields with significant proved undeveloped reserves. The
Company plans to conduct additional 3-D seismic surveys in these fields in 1995.
Up to 12 exploratory wells and four development wells are scheduled for
drilling in the Gulf Coast Basin through 1995, principally focusing on the
Yegua, Frio, Lobo and Wilcox trends.

Anadarko Basin. The Company plans to continue exploration and
development activities in the Anadarko Basin in Oklahoma principally focusing
on the Red Fork formation. The Company participated in five successful
development wells in this area in 1994. The Company's geologists and
geophysicists search for the Red Fork formation's narrow channel sands using
interactive software to integrate geologic and seismic data. By correlating
the two sets of information, the presence of potential hydrocarbon
accumulations is determined and optimum drilling sites are selected. For 1995,
two exploratory locations and one development location have been identified.

Wyoming. In early 1995, the Company drilled a discovery well in the
Minnelusa trend in Campbell County, Wyoming, which tested at an initial
production rate of 415 barrels of oil per day. The Company has a 50% working
interest in the well. Two development wells offsetting the new discovery and
four additional exploratory wells are planned for this area in 1995. The
Minnelusa trend has been the subject of extensive study by the Company's
multidisciplinary teams, in order to identify the location of stratigraphic
hydrocarbon traps. The Company's staff has evaluated over 5,000 wells drilled
in the area, utilizing 2-D and 3-D seismic data, and has conducted
petrophysical studies to determine the hydrocarbon-bearing capacity of the
rock. To increase the

24
<PAGE> 27
production in some areas, the Company has instituted secondary and tertiary
recovery through water or polymer flooding in the Minnelusa fields.

North Louisiana Salt Dome. The North Louisiana Salt Dome covers the
neighboring corners of Arkansas, Louisiana and Texas. The Company has studied
the Smackover trend for several years and has drilled two successful
exploratory wells in southwest Arkansas during 1993 and 1994. The Smackover
formation is a prolific hydrocarbon producer from multiple levels and from a
variety of structures, including fault traps, salt anticlines, basement
structures and stratigraphic traps. The Company currently has access to a
7,000-mile seismic data base in the area, and plans to conduct two additional
3-D seismic surveys in the Smackover formation during 1995. The Company plans
to drill five exploratory wells and one development well in the region in 1995
and is currently evaluating the implementation of a water flood project in
Arkansas.

ACQUISITION ACTIVITIES

Since 1979, the Company has acquired approximately $460 million of
producing oil and natural gas properties on behalf of itself and its
co-investors in 120 separate transactions. The Company has acquired for its
own account approximately $108 million of producing properties, with proved
reserves estimated at 139.7 Bcfe. The Company's acquisition activities have
declined over the past three years, with approximately $27 million, $18.8
million and $13.1 million of properties acquired in 1992, 1993 and 1994,
respectively. The Company's acquisition costs have averaged $0.70 per Mcfe
over this three year period which it believes is better than industry averages.
Through 1996, the Company anticipates spending approximately $25 million for
the acquisitions of producing property interests, including the purchase of
interests from limited partnerships.

The Company uses a disciplined, market-driven approach to
acquisitions. The Company generally seeks acquisition of properties for its
own account that are in close proximity to its current reserves and provide the
potential to add reserves through additional development efforts. As the
market for acquisitions has become more competitive in recent years, the
Company has taken the initiative in creating acquisition opportunities by
directly soliciting property owners who have not placed their properties on the
market. Properties are acquired after the Company has analyzed and evaluated
available reservoir engineering, geological, and geophysical data. In
evaluating producing properties prior to purchase, the Company assesses many
factors, including estimated reserves, anticipated cash flow from production,
production costs and various factors affecting the marketing of production.
See "Investment Considerations -- Uncertainty of Estimates of Reserves and
Future Net Revenues and -- Risks of Purchasing Interests in Producing
Properties."

PROPERTIES

MAJOR PROPERTIES

The Company's proved reserves have been relatively concentrated, with
approximately 54% of the Company's PV-10 Value at December 31, 1994,
attributable to its five largest properties. The following table presents data
regarding the number of gross producing wells, the estimated quantities of
proved oil and gas reserves and the PV-10 Value attributable to these
properties, as of December 31, 1994.

25
<PAGE> 28
<TABLE>
<CAPTION>
DECEMBER 31, 1994
---------------------------------------------------------------------------------------
ESTIMATED PROVED RESERVES
--------------------------------------------
GROSS
PRODUCING OIL GAS PV-10 PERCENT
PROPERTY STATE WELLS (MBBL) MMCF) MMCFE VALUE OF PV-10
---------------- ----- ------------- ------------- -------------- --------------- --------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
AWP Olmos TX 85 1,159 31,068 38,022 $ 17,651 25.4%
Giddings TX 54 512 5,375 8,447 8,242 11.9
Second Bayou/E.
Mud Lake LA 43 70 5,518 5,938 4,924 7.1
Weatherford OK 144 92 6,070 6,622 3,637 5.2
West Bernard TX 7 32 3,032 3,224 2,952 4.3
Chunchula AL 47 302 3,026 4,838 2,552 3.7
North Creole LA 5 54 1,790 2,114 2,369 3.4
West Fouke AK 1 95 2,000 2,570 1,948 2.8
Estes Cove TX 7 211 488 1,754 1,405 2.0
Appalachian WV 287 - 1,664 1,664 1,241 1.8
Other Fields 3,492 2,026 16,233 28,389 22,474 32.4
----- ------ ------ ------- -------- -------
Total 4,172 4,553 76,264 103,582 $ 69,395 100.0%
===== ====== ====== ======= ======== =======
</TABLE>

The Company focuses its activities in four main geographical basins:
the Gulf Coast Basin, the Oklahoma Anadarko Basin, the Wyoming Powder River
Basin and the North Louisiana Salt Dome Basin. The AWP Olmos Field, the
Giddings Field and the East Mud Lake and Second Bayou fields (located in the
Gulf Coast Basin) and the Weatherford Area (located in the Oklahoma Anadarko
Basin) were the Company's most significant oil and gas properties as of
December 31, 1994.

AWP Olmos Field

The AWP Olmos Field, including an adjacent 8,830-acre leasehold
acquired in 1994, located in McMullen County, Texas, represented approximately
30% of the Company's production and 25% of its PV-10 Value at December 31,
1994. The Company owns interests in, and is the operator of, 85 wells
producing natural gas from the Olmos Sand formation at a depth of approximately
10,000 feet. Working interests owned by the Company and limited partnerships
in this field range from 86.5% to 100%. During 1994, the Company drilled four
successful development wells in this field. The Company has engaged in
extensive fracturing operations to increase the permeability of the formation
and flow of gas from the wells. In addition, the Company has used coiled
tubing velocity strings in several wells to improve production rates. In the
fourth quarter of 1994, the Company successfully acquired a leasehold position
in 8,830 net acres immediately adjacent to its existing AWP Olmos Field. The
Company subsequently extended its geological and engineering studies to cover
this area, and has drilled four new wells on this acreage. As a result of
these efforts, Swift has identified 89 proved undeveloped locations, and
currently plans to drill up to 70 development wells through 1996.

Giddings Field

The Giddings Field represented approximately 12% of the Company's
PV-10 Value at December 31, 1994. Swift owns interests in 54 wells producing
from the Austin Chalk formation, 17 of which are horizontal. The Giddings
Field wells are all horizontally produced natural gas wells that deliver high
initial flow rates and strong

26
<PAGE> 29
initial cash flows which decline rapidly. The Company owns drilling and
production rights to over 8,000 acres and has a substantial amount of
undeveloped proved reserves in this area. Therefore, the Company believes the
Giddings Field will be an increasing area of activity in the future.

South Louisiana East Mud Lake and Second Bayou Fields

The East Mud Lake and Second Bayou fields located adjacently in
Cameron Parish, Louisiana, represented approximately 7% of the Company's PV-10
Value at December 31, 1994. The Company owns working interests ranging from 4%
to 14% in 43 wells which are operated by third parties. This field produces
primarily natural gas from the Planulina and Abbeville Series formations at
depths ranging from 10,000 to 13,000 feet.

The Oklahoma Weatherford Area

The Oklahoma Weatherford Area, located in Caddo, Custer, and Washita
Counties in southwestern Oklahoma, represented approximately 5% of the
Company's PV-10 Value at December 31, 1994. The Company owns interests in 144
wells producing primarily from the Red Fork and Springer (Britt) formations at
average depths of 12,500 and 15,000 feet, respectively. The Company is the
operator of 40 wells which represent approximately 75% of its proved reserves
in the field. The Company also manages a gas gathering system, including
pipelines and compressors and two condensate recovery systems in the field.

OPERATIONS

The Company generally seeks to be named as operator for wells in which
it or limited partnerships and joint ventures have acquired a significant
interest, although this typically occurs only when the Company or limited
partnerships and joint ventures own the major portion of the working interest
in a particular well or field. The Company acts as operator of approximately
750 wells, which comprise approximately 61% of the Company's total proved
reserves.

As operator, the Company is able to exercise substantial influence
over development and enhancement of a well, and supervises operation and
maintenance activities on a day-to-day basis. The Company does not conduct the
actual drilling of wells on properties for which it acts as operator. Drilling
operations are conducted by independent contractors engaged and supervised by
the Company. The Company employs petroleum engineers, geologists, and other
operations and production specialists who attempt to improve production rates,
increase reserves and/or lower the cost of operating its oil and gas
properties.

Oil and gas properties are customarily operated under the terms of a
joint operating agreement, which provides for reimbursement of the operator's
direct expenses and monthly per-well supervision fees. Per-well supervision
fees vary widely, depending on geographic location and producing formation of
the well, whether the well produces oil or gas, and other factors. Such fees
received by the Company in 1994 ranged from $50 to $1,372 per well per month.

MARKETING OF PRODUCTION

The Company typically sells its gas production at or near the
wellhead, although in some cases it must be gathered by the Company or other
operators and delivered to a central point. Gas production is generally sold in
the spot market at prevailing prices. The Company generally sells its oil
production at posted prices. The Company does not refine any oil it produces.
No single oil or gas purchaser accounted for 10% or more of the Company's
consolidated revenues during the three years ended December 31, 1994. The
Company does not believe that the loss of any single oil or gas purchaser or
contract would materially affect its sales.

The following table summarizes sales volume, sales price, and
production cost information for the Company's net oil and gas production for
the three-year period ended December 31, 1994. "Net" production is production
that is owned by the Company either directly or indirectly through limited
partnerships or joint venture interests and produced to its interest after
deducting royalty, limited partner, and other similar interests.

27
<PAGE> 30
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------------ ---------------------------
1992 1993 1994 1994 1995
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Production
Oil (Bbl) . . . . . . . . 283,928 324,486 467,056 99,992 134,626
Natural gas (Mcf)(1) . . . 3,975,203 5,421,841 6,798,531 1,643,348 1,702,658
Weighted average sales price
Oil (per Bbl) . . . . . . $ 17.19 $ 15.10 $ 14.35 $ 11.80 $ 15.61
Natural gas (per Mcf) . . 1.90 1.96 1.93 2.21 1.63
Average production cost
(per Mcfe) . . . . . . . . . $0.69 $0.62 $0.59 $0.51 $0.65
</TABLE>

_________________

(1) Natural gas production for 1992, 1993, 1994, and for the three-month
periods ended March 31, 1994 and 1995 includes 1,148,862, 1,581,206,
1,358,378, 386,028 and 316,745 Mcf, respectively, delivered under the
Volumetric Production Payment.

Under the Volumetric Production Payment arrangement entered into in
1992, as of March 31, 1995, the Company has a remaining commitment to deliver
approximately 5.1 Bcf of gas meeting certain heating equivalent and quality
standards through October 2000, when such agreement expires. Since entering
into this agreement, these properties have produced in excess of the required
monthly delivery requirements. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- General."

During 1994, the Company entered into three natural gas price hedging
contracts covering a small portion of the Company's and limited partnerships'
natural gas production. Two contracts covered 300,000 MMBtu, one for the first
two months of 1994 and one for the last two months, providing for minimum
prices of $2.25 and $1.58 per MMBtu, respectively. The third contract covered
1,000,000 MMBtu for July, August and September production with a floor price of
$1.77. See "Investment Considerations -- Effect of Price Risk Hedging."

FOREIGN ACTIVITIES

During 1993, the Company entered into a Participation Agreement (the
"Participation Agreement") with a Russian Federation joint stock company (in
which the Company has an indirect interest of less than 1%) to develop and
produce reserves in two fields in Western Siberia. Under this Participation
Agreement, the Company would receive a minimum 5% net profits interest in
return for an initial budgeted capital expenditure of up to $5.0 million.
The Company also is pursuing opportunities in the oil and gas industry in
Venezuela. These activities are described in greater detail in Note 10 to the
Company's Consolidated Financial Statements. See "Investment Considerations --
Foreign Activities."

OIL AND GAS RESERVES

All information set forth in this Prospectus regarding proved
reserves, related future net revenues and PV-10 Value is taken from reports
prepared by the Company and audited by H.J. Gruy and Associates, Inc. ("Gruy"),
Houston, Texas, independent petroleum engineers. Gruy's estimates were based
upon review of production histories and other geological, economic, ownership
and engineering data provided by the Company, and their report is contained as
an exhibit to the Registration Statement of which this Prospectus is a part.
In accordance with SEC guidelines, the Company's estimates of future net
revenues from the Company's proved reserves and the present

28
<PAGE> 31
value thereof (PV-10 Value) are made using oil and gas sales prices in effect
as of the dates of such estimates and are held constant throughout the life of
the properties, except where such guidelines permit alternate treatment,
including, in the case of gas contracts, the use of fixed and determinable
contractual price escalations. Proved reserves at December 31, 1994, were
estimated based upon weighted average prices of $1.85 per Mcf of natural gas
and $15.09 per barrel of oil, compared to $2.50 and $2.45 per Mcf of natural
gas and $12.87 and $17.52 per barrel of oil as of December 31, 1993 and 1992,
respectively. Proved reserves at May 31, 1995 were estimated based on weighted
average prices of $2.03 per Mcf of natural gas and $16.68 per barrel of oil.
See "Investment Considerations -- Uncertainty of Estimates of Reserves and
Future Net Revenues."

The Company's total proved developed and undeveloped reserve volumes
have increased at an annualized compounded rate of approximately 35% over the
last five years. In 1994, the Company's proved natural gas reserves increased
over 1993 year-end amounts by 18% or 11.8 Bcf and its proved oil reserves
increased 7% or 282,198 Bbl. At May 31, 1995, natural gas reserves had
increased over year-end 1994 amounts by 75% and oil reserves by 19%. The
composition of these reserves has shifted substantially, with proved developed
reserves comprising 77% of total proved reserves at year end 1993, 63% at year
end 1994 and 39% at May 31, 1995. This shift reflects the recent reserve
additions comprised of proved undeveloped reserves in newly acquired areas of
the AWP Olmos Field. Additional reserves have also been added due to May 31,
1995 prices being higher than those at year-end 1994, which has the effect of
changing quantities estimates and the estimated present value of such proved
reserves.

The table also sets forth estimates of future net revenues, presented
on the basis of unescalated prices and costs in accordance with criteria
prescribed by the SEC, and the PV-10 Value. Operating costs and development
costs and certain production-related taxes were deducted in arriving at the
estimated future net revenues. No provision was made for income taxes. The
estimates of future net revenues and their present value differ in this respect
from the standardized measure of discounted future net cash flows set forth in
the Notes to the Consolidated Financial Statements of the Company, which is
calculated after provision for future income taxes. In cases where producing
properties are subject to gas purchase contracts and the amount of gas
purchased thereunder was reduced during 1994, gas projections used to estimate
future net revenues were based on the reduced gas purchases for the affected
producing properties. The assumption was made that purchases in 1995 and
thereafter will be made at an unrestricted level. The Company has interests in
certain tracts which are estimated to have additional hydrocarbon reserves
which cannot be classified as proved and are not reflected in the following
table. The proved reserves presented for all periods also exclude any reserves
attributed to the Volumetric Production Payment. See "Management's Discussion
of and Analysis of Financial Condition and Results of Operations -- General."
There can be no assurance that these estimates are accurate predictions of
future net revenues from oil and gas reserves or their present value.

29
<PAGE> 32
ESTIMATED PROVED OIL AND GAS RESERVES

<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------------------------------- AT MAY 31,
1992 1993 1994 1995
------------ ------------- ------------- --------------
<S> <C> <C> <C> <C>
NET NATURAL GAS RESERVES (Mcf):
Proved developed . . . . . . . . . 32,955,080 50,936,942 46,406,448 45,686,959
Proved undeveloped . . . . . . . . 8,683,020 13,525,863 29,857,516 87,648,967
------------ ------------- ------------- --------------
Total proved natural gas
reserves . . . . . . . . . . . 41,638,100 64,462,805 76,263,964 133,335,926
============ ============= ============= ==============

NET OIL RESERVES (Bbl):
Proved developed . . . . . . . . . 2,082,885 3,110,505 3,209,387 3,252,151
Proved undeveloped . . . . . . . . 818,736 1,160,564 1,343,880 2,155,055
------------ ------------- ------------- --------------

Total proved oil reserves . . 2,901,621 4,271,069 4,553,267 5,407,206
============ ============= ============= ==============
TOTAL PROVED RESERVES (Mcfe) . . . . . . 59,047,826 90,089,219 103,583,566 165,779,162
============ ============= ============= ==============
</TABLE>

ESTIMATED PRESENT VALUE OF PROVED RESERVES

Proved undeveloped . . . . . . . . 10,248,000 17,451,305 22,222,511 48,926,612
------------ ------------- ------------- --------------
Total . . . . . . . . . . . . $ 55,440,000 $ 83,760,776 $ 69,394,604 $ 100,196,431
============ ============= ============= ==============
</TABLE>

Proved reserves are estimates of hydrocarbons to be recovered in the
future. Reservoir engineering is a subjective process of estimating the sizes
of underground accumulations of oil and gas that cannot be measured in an exact
way. The accuracy of any reserves estimate is a function of the quality of
available data and of engineering and geological interpretation and judgment.
Reserves reports of other engineers might differ from the reports contained
herein. Results of drilling, testing, and production subsequent to the date of
the estimate may justify revision of such estimate. Future prices received for
the sale of oil and gas may be different from those used in preparing these
reports. The amounts and timing of future operating and development costs may
also differ from those used. Accordingly, reserves estimates are often
different from the quantities of oil and gas that are ultimately recovered.

A portion of the Company's proved reserves has been accumulated through
the Company's interests in the limited partnerships for which it serves as
general partner. The estimates of future net cash flows and their present
values, based on period end prices, assume that some of the limited
partnerships in which the Company owns interests will achieve payout status in
the future. None of the limited partnerships had achieved payout status at May
31, 1995.

30
<PAGE> 33
DRILLING ACTIVITY

The following table sets forth the results of the Company's drilling
activities during the three fiscal years ended December 31, 1994:
<TABLE>
<CAPTION>
GROSS WELLS NET WELLS(1)
------------------------------------- ---------------------- ------------
YEAR TYPE OF WELL(2) TOTAL PRODUCING(3) DRY(4) TOTAL PRODUCING(3) DRY(4)
------- --------------- -------- ------------ ----------- -------- ------------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
1992 Exploratory 7 2 5 2.2 0.7 1.5
Development 33 32 1 5.5 5.4 0.1

1993 Exploratory 12 5 7 5.6 2.5 3.1
Development 22 21 1 3.8 3.4 0.4

1994 Exploratory 14 6 8 9.2 4.7 4.5
Development 30 26 4 6.9 5.0 1.9
</TABLE>

_________________

(1) Represents the aggregate of the Company's direct or indirect
fractional working interests in the gross wells drilled.

(2) An exploratory well is a well drilled either in search of a new,
as-yet undiscovered oil or gas reservoir or to greatly extend the
known limits of a previously discovered reservoir. A development well
is a well drilled within the presently proved productive area of an
oil or gas reservoir, as indicated by reasonable interpretation of
available data, with the objective of completing in that reservoir.

(3) A producing well is an exploratory or development well found to be
capable of producing either oil or gas in sufficient quantities to
justify completion as an oil or gas well.

(4) A dry well is an exploratory or development well that is not a
producing well.

OIL AND GAS WELLS

The following table sets forth the number of oil and gas wells in
which the Company had a working interest at December 31, 1994. All of these
wells are located within the U.S.

<TABLE>
<CAPTION>
OIL WELLS GAS WELLS TOTAL WELLS(1)
--------------------- ------------------- ------------------
<S> <C> <C> <C>

Gross(2) 3,141.0 1,000.0 4,141.0
Net(3) 79.3 109.1 188.4
</TABLE>

_________________

(1) Excludes 31 service wells in 1994.

(2) A gross well is a well in which a working interest is owned. The
number of gross wells is the total number of wells in which a working
interest is owned.

(3) A net well is deemed to exist when the sum of fractional ownership
working interests in gross wells equals one. The number of net wells
is the sum of fractional working interests owned in gross wells
expressed as whole numbers and fractions thereof.

OIL AND GAS ACREAGE

As is customary in the industry, the Company generally acquires oil
and gas acreage without any warranty of title except as to claims made by,
through or under the transferor. Although the Company has title to developed
acreage examined prior to acquisition in those cases in which the economic
significance of the acreage justifies the cost, there can be no assurance that
losses will not result from title defects or from defects in the assignment of
leasehold rights. In many instances, title opinions may not be obtained if in
the Company's judgment it would be

31
<PAGE> 34
uneconomical or impractical to do so. See "Investment Considerations -- Risks
of Purchasing Interests in Producing Properties." The following table sets
forth the developed and undeveloped leasehold acreage held by the Company at
December 31, 1994:
<TABLE>
<CAPTION>
DEVELOPED UNDEVELOPED
--------------------------- --------------------------
GROSS (1) NET (2) GROSS (1) NET (2)
------------ ------------ ------------- ----------
<S> <C> <C> <C> <C>
Alabama . . . . . . . . . . . . . . . . . 7,075.72 820.82 372.00 61.17
Arkansas . . . . . . . . . . . . . . . . 8,359.45 2,786.80 4,212.60 2,607.63
Kansas . . . . . . . . . . . . . . . . . 1,750.00 691.67 5,450.00 2,268.55
Louisiana . . . . . . . . . . . . . . . . 33,364.35 13,841.90 4,943.64 4,401.75
Mississippi . . . . . . . . . . . . . . . 11,153.82 4,260.69 5,476.34 1,011.74
Nebraska . . . . . . . . . . . . . . . . -- -- 1,867.04 1,169.53
New Mexico . . . . . . . . . . . . . . . 2,574.47 655.36 422.46 124.60
North Dakota . . . . . . . . . . . . . . 1,276.19 147.25 9,157.23 957.30
Oklahoma . . . . . . . . . . . . . . . . 56,018.81 21,792.40 5,842.08 2,757.14
Texas . . . . . . . . . . . . . . . . . . 108,368.32 44,662.46 35,651.07 24,622.95
West Virginia . . . . . . . . . . . . . . 16,048.20 10,484.50 -- --
Wyoming . . . . . . . . . . . . . . . . . 9,306.64 2,780.34 23,085.01 7,111.05
All other states . . . . . . . . . . . . 477.64 128.66 4,690.44 272.81
------------ ------------ ------------- ----------
TOTAL . . . . . . . . . . . . . . . . . . 255,773.61 103,052.85 101,169.91 47,366.22
============ ============ ============= ==========
</TABLE>

_________________

(1) A gross acre is an acre in which a working interest is owned. The
number of gross acres is the total number of acres in which a working
interest is owned.

(2) A net acre is deemed to exist when the sum of fractional ownership
working interests in gross acres equals one. The number of net acres
is the sum of fractional working interests owned in gross acres
expressed as whole numbers and fractions thereof. A material portion
of the Company's acreage is owned by virtue of its interests derived
from limited partnerships. The net acreage reflected on this table
shows the Company's interests assuming that an after payout status is
achieved in these limited partnerships. At March 31, 1995, none of
the limited partnerships had achieved payout status.

PARTNERSHIPS

The Company has historically relied on limited partnerships as its
principal financing vehicle to fund its activities. The Company has formed 95
limited partnerships which have raised a total of approximately $440 million at
March 31, 1995. However, as the Company has increasingly shifted its emphasis
to exploration and development activities and its reserve base has grown, the
Company has significantly reduced its reliance on limited partnership
financing. The Company intends to continue to reduce its reliance on limited
partnerships in the future.

Approximately 20 of the limited partnerships formed and managed by the
Company have been in operation for nine years or more, and have produced a
substantial majority of their reserves. Given the age of these limited
partnerships, the Company currently intends to propose that the limited
partners in these limited partnerships vote to sell their remaining properties
and liquidate the limited partnerships. The Company may acquire some or all of
the remaining property interests owned by these limited partnerships. At this
time, the Company intends to propose to purchase such properties only after
third party industry members are solicited to purchase such properties, and
then only at prices based upon prices offered for the properties by such third
parties.

The Company currently offers two primary types of limited
partnerships: Swift Depositary Interests ("SDI"), a publicly offered
partnership program under which partnerships are formed to acquire interests
in producing oil and

32
<PAGE> 35
gas properties, and Swift Energy Drilling Ventures ("SEDV"), privately offered
partnerships formed to engage in the drilling of development and exploratory
wells. The Company does not intend to extend the SDI Program past its current
offering period, which ends April 30, 1996, and will continue to evaluate the
market for the SDI Program in the interim period.

Under the SDI program, partnerships are formed on a sequential basis,
typically at quarterly intervals. In 1994, the Company raised approximately
$32.1 million under the SDI program. The SDI partnerships acquire, manage, and
ultimately sell interests in properties that are producing oil and gas in
commercial quantities or which contain shut-in wells capable of such
production. The SDI partnerships seek to profit primarily from the sale of oil
and gas produced from the properties in which they own interests, and from the
proceeds of the eventual sale of their interests.

In September of 1993, the Company began offering interests in SEDV.
As of March 15, 1995, three partnerships (one in each of 1993, 1994 and 1995)
with aggregate investor contributions of approximately $9 million had been
formed under this program. The Company anticipates formation of at least one
additional private drilling partnership in 1995.

Both the SDI and SEDV partnerships are offered on a no-load basis
under which the Company pays all selling and offering expenses of the offering.
Amounts paid by the Company are treated as a capital contribution to each
partnership. The Company does not bear any of the costs incurred in acquiring
or drilling properties. In the SDI partnerships, the Company bears 14.25% of
all other continuing costs (approximately 24.25% after payout) and in exchange,
the Company is entitled to receive net revenues in the same percentages. In
the SEDV partnerships, the Company pays approximately 20% of all continuing
costs (approximately 30% after payout and 35% after 200% payout) and the
Company is entitled to receive 20% of net revenues distributed by each SEDV
partnership prior to payout, 30% distributed after payout, and 35% distributed
after 200% payout. In both the SDI and SEDV partnerships, the Company is also
entitled to a general and administrative overhead allowance and an incentive
amount.

CONFLICTS OF INTEREST BETWEEN THE COMPANY AND LIMITED PARTNERSHIPS

Under the terms of the Company's limited partnership programs, the
Company generally retains the right to engage in oil and gas exploration and
production through other limited partnerships and joint ventures and for its
own account. The partnership agreement for each limited partnership contains
detailed provisions regarding the terms upon which a variety of transactions
between the Company and the limited partnerships may be carried out, including
(i) sales of properties by the Company to the limited partnerships, (ii)
operation of limited partnership properties by the Company, (iii) rendering of
oil field or drilling services by the Company to an limited partnership, (iv)
handling of limited partnership funds by the Company, and (v) loans between the
Company and an limited partnership. These restrictions, which may limit the
ability of the Company to take certain actions, are intended to ensure that
transactions between the Company and the limited partnerships are fair to such
limited partnerships. See "Investment Considerations -- Liability or General
Partner; Conflicts of Interest."

RISK MANAGEMENT

The Company's operations are subject to all of the risks normally
incident to the exploration for and the production of oil and gas, including
blowouts, cratering, pipe failure, casing collapse, oil spills and fires, each
of which could result in severe damage to or destruction of oil and gas wells,
production facilities or other property, or individual injuries. The oil and
gas exploration business is also subject to environmental hazards, such as oil
spills, gas leaks, and ruptures and discharges of toxic substances or gases
that could expose the Company to substantial liability due to pollution and
other environmental damage. Additionally, as managing general partner of
limited partnerships, the Company is solely responsible for the day-to-day
conduct of the limited partnerships' affairs and has liability for expenses and
liabilities of the limited partnerships. The Company maintains comprehensive
insurance coverage, including general liability insurance in an amount not less
than $20.0 million, as well as general partner liability insurance. The Company
believes that its insurance is adequate and customary for companies of a
similar size engaged in comparable operations, but losses could occur for
uninsurable or uninsured risks or in amounts in excess of existing insurance
coverage. See "Investment Considerations -- Operating Hazards and Uninsured
Risks."

33
<PAGE> 36
COMPETITION

The oil and gas industry is highly competitive in all its phases. The
Company encounters strong competition from many other oil and gas producers,
including many that possess substantial financial resources, in acquiring
economically desirable producing properties and exploratory drilling prospects,
and in obtaining equipment and labor to operate and maintain its properties.
In marketing its partnership programs, the Company competes with other oil and
gas companies sponsoring similar programs and with numerous other investment
opportunities.

REGULATIONS

ENVIRONMENTAL REGULATIONS

The federal government and various state and local governments have
adopted laws and regulations regarding the control of contamination of the
environment. These laws and regulations may require the acquisition of a permit
by operators before drilling commences, prohibit drilling activities on certain
lands lying within wilderness areas or where pollution arises, and impose
substantial liabilities for pollution resulting from drilling operations
particularly operations in offshore waters or on submerged lands. These laws
and regulations may also increase the costs of routine drilling and operation
of wells. Because these laws and regulations change frequently, the costs to
the Company of compliance with existing and future environmental regulations
cannot be predicted. See "Investment Considerations -- Effects of Governmental
Regulation."

FEDERAL REGULATION OF NATURAL GAS

The transportation and sale of natural gas in interstate commerce is
heavily regulated by agencies of the federal government. The following
discussion is intended only as a brief summary of the principal statutes,
regulations, and orders that may affect the production and sale of the
Company's natural gas. This summary should not be relied upon as a complete
review of applicable natural gas regulatory provisions.

PRICE CONTROLS

Prior to January 1, 1993, the sale of natural gas production was
subject to regulation under the Natural Gas Act and the Natural Gas Policy Act
of 1978 ("NGPA"). However, under the Natural Gas Wellhead Decontrol Act of 1989
all price regulation under the NGPA and Natural Gas Act of rate, certificate
and abandonment requirements were phased out effective as of January 1, 1993.

FERC ORDERS

Several major regulatory changes have been implemented by the Federal
Energy Regulatory Commission ("FERC") from 1985 to the present that affect the
economics of natural gas production, transportation and sales. In addition, the
FERC continues to promulgate revisions to various aspects of the rules and
regulations affecting those segments of the natural gas industry that remain
subject to the FERC's jurisdiction. In April 1992 the FERC issued Order No. 636
pertaining to pipeline restructuring. This rule requires interstate pipelines
to unbundle transportation and sales services by separately stating the price
of each service and by providing customers only the particular service desired,
without regard to the source for purchase of the gas. The rule also requires
pipelines to (i) provide nondiscriminatory "no-notice" service allowing firm
commitment shippers to receive delivery of gas on demand up to certain limits
without penalties, (ii) establish a basis for release and reallocation of firm
upstream pipeline capacity, and (iii) provide non-discriminatory access to
capacity by firm transportation shippers on a downstream pipeline. The rule
requires interstate pipelines to use a straight fixed variable rate design.

FERC Order No. 500 affects the transportation and marketability of
natural gas. Traditionally, natural gas has been sold by producers to pipeline
companies, which then resold the gas to end-users. FERC Order No. 500 alters
this market structure by requiring interstate pipelines that transport gas for
others to provide transportation service to producers, distributors and all
other shippers of natural gas on a nondiscriminatory, "first-come,
first-served" basis ("open access transportation"), so that producers and other
shippers can sell natural gas directly to end-users. FERC Order No. 500
contains additional provisions intended to promote greater competition in
natural gas markets.

34
<PAGE> 37
It is not anticipated that the marketability of and price obtainable
for the Company's natural gas production will be significantly affected by FERC
Order No. 500. Gas produced normally will be sold to intermediaries who have
entered into transportation arrangements with pipeline companies. These
intermediaries will accumulate gas purchased from a number of producers and
sell the gas to end-users through open access transportation.

STATE REGULATIONS

Production of any oil and gas by the Company will be affected to some
degree by state regulations. Many states in which the Company operates have
statutory provisions regulating the production and sale of oil and gas,
including provisions regarding deliverability. Such statutes, and the
regulations promulgated in connection therewith, are generally intended to
prevent waste of oil and gas and to protect correlative rights to produce oil
and gas between owners of a common reservoir. Certain state regulatory
authorities also regulate the amount of oil and gas produced by assigning
allowable rates of production to each well or proration unit.

FEDERAL LEASES

Some of the Company's properties are located on federal oil and gas
leases administered by various federal agencies, including the Bureau of Land
Management. Various regulations and orders affect the terms of leases,
exploration and development plans, methods of operation, and related matters.

EMPLOYEES

At December 31, 1994, the Company employed 209 persons, including 28
engineers, 14 geologists and 11 landmen. None of the Company's employees are
represented by a union. Relations with employees are considered to be good.

FACILITIES

The Company occupies approximately 73,000 square feet of office space
at 16825 Northchase Drive, Houston, Texas, under a ten-year lease expiring in
2005 which provides for various expansion options. The payment obligations
under the lease range from $12.50 per square foot in the first two years up to
$18.50 per square foot in the last two years. A subsidiary of the Company
maintains an office in Denver, Colorado. The Company has field offices in
various locations from which Company employees supervise local oil and gas
operations.

LEGAL PROCEEDINGS

No legal proceedings are pending other than ordinary routine
litigation incidental to the Company's business.

35
<PAGE> 38
MANAGEMENT

EXECUTIVES AND CERTAIN OTHER OFFICERS AND DIRECTORS

<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
A. Earl Swift . . . . . . . . . . Chairman of the Board, President and Chief Executive Officer
Virgil N. Swift . . . . . . . . . Vice Chairman of the Board and Executive Vice President--Business Development
Terry E. Swift . . . . . . . . . Executive Vice President and Chief Operating Officer
John R. Alden . . . . . . . . . . Senior Vice President--Finance, Chief Financial Officer and Secretary
Bruce H. Vincent . . . . . . . . Senior Vice President--Funds Management
James M. Kitterman . . . . . . . Senior Vice President--Operations
James R. Stewart . . . . . . . . Vice President--Drilling and Production
Alton D. Heckaman, Jr. . . . . Vice President and Controller
Joseph A. D'Amico . . . . . . . . Vice President-Exploration and Development
G. Robert Evans . . . . . . . . . Director
Raymond O. Loen . . . . . . . . . Director
Henry C. Montgomery . . . . . . . Director
Clyde W. Smith, Jr. . . . . . . . Director
Harold J. Withrow . . . . . . . . Director
</TABLE>

A. Earl Swift, 61, is President, Chief Executive Officer and Chairman
of the Board of Directors of the Company and has served in such capacity since
its founding in 1979. For the 17 years prior to 1979, he was employed by
affiliates of American Natural Resources Company, serving his last three years
as Vice President of Exploration and Production for Michigan-Wisconsin Pipe
Line Company and American Natural Gas Production Company. Mr. Swift is a
registered professional engineer and holds a degree in Petroleum Engineering, a
Juris Doctor degree and a Master's degree in Business Administration. He is
the brother of Virgil N. Swift and the father of Terry E. Swift.

Virgil N. Swift, 66, has been a director of the Company since 1981, and
has acted as Vice Chairman of the Board and Executive Vice President-Business
Development since November 1991. He previously served as Executive Vice
President and Chief Operating Officer from 1982 to November 1991. Mr. Swift
joined the Company in 1981 as Vice President-Drilling and Production. For the
preceding 28 years he held various production, drilling and engineering
positions with Gulf Oil Corporation and its subsidiaries, last serving as
General Manager-Drilling for Gulf Canada Resources, Inc. Mr. Swift is a
registered professional engineer and holds a degree in Petroleum Engineering.

Terry E. Swift, 39, was appointed Executive Vice President and Chief
Operating Officer of the Company in November 1991. He served as Senior Vice
President--Exploration and Joint Ventures from 1990 to November 1991, as Vice
President--Exploration and Joint Ventures from 1988 to 1990 and as Assistant
Vice President--Engineering from 1986 to 1988. Mr. Swift is a registered
professional engineer and holds a degree in Chemical Engineering and a Master's
degree in Business Administration.

John R. Alden, 49, Senior Vice President--Finance, Chief Financial
Officer and Secretary, joined the Company in 1981. Mr. Alden was appointed to
his current offices in 1990. Prior to that time he served the Company as its
principal financial officer under a variety of titles. Mr. Alden holds a
degree in Accounting and a Master's degree in Business Administration.

Bruce H. Vincent, 47, joined the Company as Senior Vice
President--Funds Management in 1990. Mr. Vincent acted as Chief Operating
Officer of Energy Assets International Corp. from 1986 to 1988, and as
President of Vincent & Company, an investment banking firm, from 1988 to 1990.
Mr. Vincent holds a degree in Business Administration and a Master's degree in
Finance.

36
<PAGE> 39
James M. Kitterman, 51, was appointed Senior Vice President--Operations
in May 1993. He had previously served as Vice President--Operations since
joining the Company in 1983 with 16 years of prior experience in oil and gas
exploration, drilling and production. Mr. Kitterman holds a degree in
Petroleum Engineering and a Master's degree in Business Administration.

James R. Stewart, 59, was appointed Vice President--Drilling and
Production in August 1993. He joined the Company as Manager of Operations in
1990. He has 30 years experience in drilling, production, reservoir
engineering, and geology. During his 30 years in the oil and gas industry, Mr.
Stewart has held a variety of management level positions. Mr. Stewart holds a
degree in Petroleum Engineering.

Alton D. Heckaman, Jr., 38, was appointed Vice President and Controller
in May 1993. He had previously served as Assistant Vice President--Finance and
Controller since 1986. Mr. Heckaman joined the Company in 1982. He is a
Certified Public Accountant and holds a degree in Accounting.

Joseph A. D'Amico, 47, has been Vice President--Exploration and
Development of the Company since August 1993. He served in the funds
management division and as Director of Exploration and Development of the
Company from 1988 to 1993. Mr. D'Amico holds a B.S. in Petroleum Engineering
and Master's Degrees in Petroleum Engineering and Finance.

G. Robert Evans, 63, has been a director of the Company since 1994.
Since 1991, he has been Chairman and Chief Executive Officer of Material
Sciences Corporation of Elk Grove Village, a corporation that develops and
commercializes continuously processed, coated materials technologies. He is
also currently serving as a director of three other public companies:
Consolidated Freightways, Inc. (transportation), Fibreboard Corporation (wood
products, insulation and resort operations) and Elco Industries
(manufacturing). From 1990 until 1991, he served as President, Chief Executive
Officer and a Director of Corporate Finance Associates of Illinois, Inc., a
financial intermediary and consulting firm. From 1987 until 1990, he served as
President, Chief Executive Officer and a Director of Bemrose Group USA, a
British holding company engaged in value-added manufacturing and sale of
products to the advertising specialty industry.

Raymond O. Loen, 70, has served as a director of the Company since its
founding in 1979. Since 1963, he has been President of R.O. Loen Company, a
privately held management consulting firm headquartered in Lake Oswego, Oregon.

Henry C. Montgomery, 59, has served as a director of the Company since
1987. Since 1980, Mr. Montgomery has been the Chairman of the Board of
Montgomery Financial Services Corporation, a management consulting and
financial services firm. Mr. Montgomery also currently serves as a director of
Catalyst Semiconductor, Inc., a public company engaged in the design and
manufacture of semiconductors. Mr. Montgomery previously served as Chairman of
the Board of each of Private Financial Services Corporation, a management
consulting and financial services firm (1986 to 1989), and Aquanautics
Corporation, a public company involved in the extraction of oxygen from water
and air (1986 to 1991).

Clyde W. Smith, Jr., 46, has served as a director of the Company since
1984. He has served as President of Somerset Properties, Inc., a real estate
and investment company, since 1985, as President of AdVision, Inc., which
markets video display merchandising systems, since 1988 and as President of H&R
Precision, Inc., a general contractor, since 1994. Mr. Smith formerly acted as
Chief Executive Officer of California Video Sales, Inc. from 1987 to 1990.

Harold J. Withrow, 67, has been a director of the Company since 1988.
Mr. Withrow is an independent oil and gas consultant. From 1975 until 1988,
Mr. Withrow served as Senior Vice President-Gas Supply for Michigan Wisconsin
Pipe Line Company and its successor, ANR Pipeline Company.

37
<PAGE> 40
COMPENSATION TO DIRECTORS

STANDARD ARRANGEMENTS

During 1995, nonemployee members of the board of directors will receive
$1,750 per board meeting attended, an annual fee of $5,000 for serving on
committees of the board, and an additional annual fee of $5,000 for services as
a director. Board members are reimbursed for travel expenses they incur in
attending board of directors meetings. Employees of the Company are not
compensated for serving as directors.

STOCK OPTIONS GRANTED TO NONEMPLOYEE DIRECTORS

Under the Company's 1990 Nonqualified Stock Option Plan, as amended
(the "Nonqualified Plan"), each nonemployee director is granted options to
purchase 10,000 shares of the Common Stock on the date he first becomes a
nonemployee director. Additionally, on the day after each annual meeting of
the Company's shareholders, each individual who is a nonemployee director on
that date is granted, subject to an option maximum, options to purchase 5,000
shares of the Common Stock. A grant of options to a nonemployee director is
reduced to the extent that it would cause him to hold unexercised options to
purchase more than 60,000 shares of the Common Stock. Options granted under
the Nonqualified Plan (i) have an exercise price equal to the highest closing
price of the Common Stock on any established national exchange on the date of
grant, (ii) are for a term of 10 years from the date of grant, and (iii)
become exercisable for 20% of the shares covered thereby on each of the first
five anniversaries of the date of grant. None of the nonemployee directors
exercised options during the year ended December 31, 1994.

EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth certain summary information regarding
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the other four most highly compensated
executive officers of the Company (determined as of the end of the last fiscal
year) for the fiscal years ended December 31, 1992, 1993 and 1994.

38
<PAGE> 41
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE(1)
-----------------------------
LONG TERM
ANNUAL COMPENSATION COMPENSATION ALL OTHER COMPENSATION
---------------------------------- ------------------- -------------------------------
BONUS AWARDS
--------------------- -------------------
NAME AND SECURITIES
PRINCIPAL UNDERLYING LIFE
POSITION YEAR SALARY ($) CASH ($) STOCK ($) OPTIONS/SARS(#)(2) INSURANCE ($)(3) 401(K)($)(4)
------------------- ---- ----------- --------- ---------- ------------------- ---------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
A. EARL SWIFT 1994 $278,400 $128,000 $32,000 12,100(5) $102,240 $7,500
Chief Executive 1993 260,180 136,000 34,000 23,980(6) 47,941 7,925
Officer, President 1992 240,000 120,000 30,000 19,800 39,905 7,530

VIRGIL N. SWIFT 1994 190,600 23,898 5,975 12,100(5) 29,019 7,500
Executive Vice 1993 178,180 31,350 7,839 21,340(6) 22,369 7,816
President--Business 1992 168,000 20,164 5,041 16,500 17,072 6,280
Development

TERRY E. SWIFT 1994 158,300 21,117 5,279 52,756 6,138 7,500
Chief Operating 1993 145,180 27,100 6,775 16,390 5,573 7,580
Officer, Executive 1992 125,000 16,172 4,043 13,750 1,464 4,871
Vice President

JOHN R. ALDEN 1994 142,500 17,296 4,324 37,730 11,419 7,500
Chief Financial 1993 133,180 23,430 5,859 13,640 8,781 7,512
Officer, Senior 1992 123,000 15,092 3,773 11,000 4,374 4,727
Vice President--
Finance

JAMES M. KITTERMAN 1994 138,400 17,353 4,338 46,750 12,328 7,500
Senior Vice 1993 128,180 22,720 5,682 11,000 10,294 7,350
President 1992 118,000 13,848 3,462 8,800 5,000 4,571
--Operations
</TABLE>
_________________

(1) Full executive compensation disclosure is set forth in the Company's
definitive proxy statement mailed to shareholders in connection with
the Company's May 9, 1995 annual meeting, incorporated herein by
reference.

(2) The numbers of securities underlying options granted in 1992, 1993 and
1994 reflect the 10% stock dividend that occurred in September 1994.

(3) Represents insurance premiums paid by the Company during the covered
fiscal year with respect to life insurance for the benefit of the
named executive officer.

(4) Contributions by the Company (one-half in cash and one-half in Company
stock) for the account of the named executive officer to the Swift
Energy Company Employee Savings Plan.

(5) Includes for each of Messrs. A. E. Swift and V. N. Swift, respectively,
previously granted options for 12,100 shares that were extended and
repriced in 1994.

(6) Includes for each of Messrs. A. E. Swift and V. N. Swift, respectively,
previously granted options for 3,300 shares that were extended and
repriced in 1993.

39
<PAGE> 42
PRINCIPAL SHAREHOLDERS

The following table sets forth information concerning the
shareholdings, as of May 31, 1995, of the seven current members of the board of
directors, each of the Company's five most highly compensated executive
officers, all executive officers and directors as a group, and each person who
beneficially owns more than five percent of the Company's outstanding common
stock.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED AT
MAY 31, 1995(1)
----------------------------
PERCENT OF
CLASS
NAME OF PERSON OR GROUP POSITION NUMBER OUTSTANDING
----------------------- -------- ------ -----------
<S> <C> <C>
A. Earl Swift . . . . . . . . Chairman of the Board, President, 304,437(2) 4.1%
Chief Executive Officer
Virgil N. Swift . . . . . . . Vice Chairman of the Board, Executive 302,909 4.1%
Vice President--Business Development
G. Robert Evans . . . . . . . Director 2,000 (3)
Raymond O. Loen . . . . . . . Director 141,356(4) 1.9%
Henry C. Montgomery . . . . . Director 29,370 (3)
Clyde W. Smith, Jr. . . . . . Director 24,125 (3)
Harold J. Withrow . . . . . . Director 27,720 (3)
Terry E. Swift . . . . . . . Executive Vice President, Chief 55,987 (3)
Operating Officer
John R. Alden . . . . . . . . Senior Vice President--Finance, Chief 44,401 (3)(5)
Financial Officer, Secretary
James M. Kitterman . . . . . Senior Vice President--Operations 35,041 (3)

All executive officers & directors as a group (12 persons) . . . . . . 1,014,917 13.74%
Foreign & Colonial Management Limited . . . . . . . . . . . . . . . . . 417,216(6) 6.2%(6)
Hypo Foreign & Colonial Management (Holdings) Limited
Exchange House, Primrose Street
London EC2A 2NY England

FMR Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 367,158(7) 5.5%(7)
82 Devonshire Street
Boston, Massachusetts 02109

Dimensional Fund Advisors Inc. . . . . . . . . . . . . . . . . . . . . 344,560(8) 5.1%(8)
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
</TABLE>

_________________

(1) Unless otherwise indicated below, the persons named have sole voting
and investment power over the number of shares of the Company's common
stock shown as being owned by them. The table includes the following
shares that were acquirable within 60 days following May 31, 1995 by
exercise of options granted under the Company's stock option plans:
Mr. A. E. Swift - 36,256; Mr. V. N. Swift - 34,408; Mr. Loen - 22,000;
Mr. Smith - 19,800; Mr. Montgomery - 25,960; Mr. Withrow - 25,520; Mr.
T. E. Swift - 34,575; Mr. Alden - 30,932; Mr. Kitterman - 21,230; and
all executive officers and directors as a group - 293,920.

(2) Includes 4,858 shares held by Mr. Swift's wife.

40
<PAGE> 43
(3) Less than one percent.

(4) Includes 14,300 shares as to which Mr. Loen, as co-trustee for an HR-10
Retirement Plan, shares voting and investment power with his wife;
70,000 shares held by his wife (who holds sole voting and investment
power as to those shares and 3,680 shares held in her IRA), and 4,554
shares held in Mr. Loen's IRA.

(5) Includes 100 shares held by Mr. Alden's mother of which he could be
deemed to be the beneficial owner.

(6) Based on a Schedule 13D dated April 26, 1993 filed with the Securities
and Exchange Commission.

(7) Based on a Schedule 13G dated February 13, 1995 filed with the
SEC, Fidelity Management & Research Company ("Fidelity"), a
wholly-owned subsidiary of FMR Corp., an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, is deemed to
be the beneficial owner of 367,158 shares of the Company's shares as a
result of acting as an investment adviser to several investment
companies registered under Section 8 of the Investment Company Act of
1940 (the "Funds"). Edward C. Johnson 3d and Abigail P. Johnson each
own 24.9% of the outstanding voting common stock of FMR Corp., and
various Johnson family members and trusts for the benefit of Johnson
family members own FMR Corp. voting common stock. Edward C. Johnson
3d, FMR Corp. (through its control of Fidelity) and the Funds each have
sole power to dispose of the 367,158 shares owned by the Funds, but
neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has
any power to vote or direct the voting of the shares owned directly by
the Funds, which power resides with the Funds' Boards of Trustees.

(8) Based on a Schedule 13G dated January 31, 1995 filed with the SEC.
Dimensional Fund Advisors Inc. ("Dimensional") is deemed to have
beneficial ownership of 344,560 shares of the Company's stock as of
December 31, 1994, all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end investment
company, or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, for
all of which Dimensional serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares. Dimensional has
sole voting power as to 257,950 shares and sole dispositive power
as to all 344,560 shares.

DESCRIPTION OF CAPITAL STOCK

PREFERRED STOCK

The Company is authorized to issue 5,000,000 shares of preferred stock,
par value $.01, of which no shares have been issued. Under the Company's
Articles of Incorporation, the Company's Board of Directors is authorized,
without shareholder action, to issue preferred stock in one or more series and
to fix the number of shares and the rights, preferences and limitations of each
series. Among the specific matters that may be determined by the Board of
Directors are the dividend rate, the redemption price, if any, conversion
rights, if any, the amount payable in the event of any voluntary liquidation or
dissolution of the Company and voting rights, if any.

COMMON STOCK

The Company is authorized to issue 35,000,000 shares of Common Stock,
par value $.01, of which 6,718,742 were issued and outstanding at May 31, 1995.
Holders of Common Stock are entitled to one vote for each share held.
Shareholders do not have preemptive rights or the right to cumulate votes for
the election of directors. Shares are not subject to redemption nor to any
liability for further calls. All shares of Common Stock issued and outstanding
are, and all the shares offered by the Company hereby when issued will be,
validly issued, fully paid and non-assessable. Holders of the Common Stock are
entitled to receive dividends as they are declared by the board of directors
out of funds legally available therefor and are entitled to participate in the
assets of the Company available for distribution in the event of liquidation or
dissolution. See "Price Range of Common Stock and Dividend Policy." At May
31, 1995, there were 2,418,697 shares, in the aggregate, reserved for issuance
under the Company's stock option plans, of which 1,324,288, in the aggregate,
were subject to outstanding options. In addition, 68,750 shares were reserved
for issuance upon the exercise of outstanding options granted outside the
Company's option plans, and 2,343,113 shares were reserved for issuance upon
conversion of the outstanding $28.75 million of 6 1/2% Convertible Subordinated
Debentures due 2003, based upon a conversion price of $12.27 per share. The
Company does not currently have any plans to issue additional shares of Common
Stock other than pursuant to its 1990 Stock Compensation Plan, its 1990
Nonqualified Plan, and its Employee Stock Purchase Plan.

41
<PAGE> 44
TRANSFER AGENT

American Stock Transfer & Trust Company, New York, New York is the
transfer agent and registrar for the Common Stock.

BYLAW AMENDMENTS

Under Texas law, the board of directors may amend the Company's bylaws
to authorize a classified board, among other things, without shareholder
approval. A proposal may be brought before the board of directors in the near
future to amend the bylaws to include a classified board and other measures
that could have an effect of delaying, deferring or preventing a change in
control of the Company.

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting
Agreement among the Company and the Underwriters named below, Oppenheimer &
Co., Inc., Morgan Keegan & Company, Inc. and Southcoast Capital Corporation as
representatives (the "Representatives") of the Underwriters (the "Underwriting
Agreement"), the Underwriters named below have severally agreed to purchase
from the Company, and the Company has agreed to sell to the several
Underwriters, the number of shares of Common Stock set forth opposite their
names below:

<TABLE>
<CAPTION>
Number
Underwriter(s) of Shares
------------------------------------------------------------------------------------ ---------------------
<S> <C>
Oppenheimer & Co., Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Morgan Keegan & Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Southcoast Capital Corporation . . . . . . . . . . . . . . . . . . . . . . . . . .
---------------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
=====================
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters thereunder are subject to approval of certain legal matters by
counsel and to various other conditions. The nature of the Underwriters'
obligations is such that they are committed to purchase all of the above shares
offered hereby if any are purchased.

The Underwriters propose to offer the shares of Common Stock directly
to the public at the offering price set forth on the cover page of this
Prospectus and at such price less a concession of not in excess of $_________
per share to certain securities dealers, of which a concession not in excess of
$____________ per share may be reallowed to certain other securities dealers.
After this offering, the public offering price, allowances, concessions and
other selling terms may be changed by the Representatives.

The Company has granted to the Underwriters an option, exercisable
within 30 days after the date of this Prospectus, to purchase from the Company
up to an aggregate of 660,000 additional shares of Common Stock to cover
over-allotments, if any, at the public offering price less the underwriting
discount set forth on the cover page of this Prospectus. If the Underwriters
exercise their over-allotment option to purchase any of the 660,000 additional
shares of Common Stock, the Underwriters have severally agreed, subject to
certain conditions, to purchase approximately the same percentage thereof as
the number of shares of Common Stock as may be purchased by each of them bears
to the 4,400,000 shares of Common Stock offered hereby. The Company will be
obligated, pursuant to the over-allotment option, to sell shares to the
Underwriters to the extent such over-allotment option is exercised. The
Underwriters may exercise such option only to cover over-allotments made in
connection with the sale of the shares of Common Stock offered hereby.

42
<PAGE> 45
Certain shareholders of the Company holding 1,014,917 shares in the
aggregate have agreed, pursuant to lock-up agreements executed in connection
with this offering, that until 120 days from the date of this Prospectus, they
will not sell, make any short sale of, loan, grant any option for the purchase
or othewise dispose of any shares or any securities convertible into or
exchangeable or exercisable for shares without the consent of Oppenheimer &
Co., Inc. The Company has agreed that it will not, without the consent of
Oppenheimer & Co., Inc., offer, sell, or dispose of any shares of Common Stock,
options or warrants to acquire shares of Common Stock or securities
exchangeable for or convertible into shares of Common Stock until 120 days
after this offering (except for (i) shares issued pursuant to stock options
outstanding on the date hereof and (ii) stock options issued pursuant to
employee benefit or incentive compensation plans in effect on the date hereof).

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, and to contribute
to payments that the Underwriters may be required to make in respect thereof.

The Underwriters do not intend to confirm sales of the Common Stock
offered hereby to any account over which they exercise discretionary authority.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon
for the Company by Jenkens & Gilchrist, a Professional Corporation, Houston,
Texas. Certain legal matters will be passed upon for the Underwriters by Akin,
Gump, Strauss, Hauer & Feld, L.L.P., Houston, Texas.

EXPERTS

The consolidated financial statements included in this Prospectus and
elsewhere in the Registration Statement, to the extent and for the periods
indicated in their reports, have been audited by Arthur Andersen LLP,
independent public accountants, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.

The reference to the reports of H.J. Gruy and Associates, Inc.,
independent petroleum consultants, contained herein with respect to the proved
reserves, the estimated future net revenues from such proved reserves, and the
discounted present values of such estimated future net revenues, is made in
reliance upon the authority of such firm as expert with respect to such
matters.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Company's Form 10-K as of December 31, 1994, its definitive proxy
statement mailed to shareholders in connection with the May 9, 1995, annual
shareholders' meeting and its Form 10-Q for the quarterly period ended March
31, 1995, are incorporated herein by reference. The Company will furnish
without charge to each person to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of the documents referred to
above, excluding exhibits thereto. Requests should be made to: John R. Alden,
Secretary, Swift Energy Company, 16825 Northchase Drive, Suite 400, Houston,
Texas 77060-9968.

43
<PAGE> 46

SWIFT ENERGY COMPANY AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8
</TABLE>

F-1
<PAGE> 47
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of Swift Energy Company:

We have audited the accompanying consolidated balance sheets of Swift
Energy Company (a Texas corporation) and subsidiaries as of December 31, 1994
and 1993, and the related consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Swift Energy
Company and subsidiaries as of December 31, 1994 and 1993, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1994, in conformity with generally accepted accounting
principles.

As discussed in Note 2 to the consolidated financial statements,
effective January 1, 1994, the Company changed its method of accounting for
earned interests. As discussed in Note 3 to the consolidated financial
statements, effective January 1, 1992, the Company changed its method of
accounting for income taxes.

ARTHUR ANDERSEN LLP

Houston, Texas
February 17, 1995

F-2
<PAGE> 48
SWIFT ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31, March 31,
-------------------------------- ---------------

1993 1994 1995
--------------- --------------- ---------------
(Unaudited)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents . . . . . . . . . . . . . $ 636,349 $ 985,498 $ 1,531,762
Accounts receivable--
Oil and gas sales . . . . . . . . . . . . . . 13,938,932 12,394,636 12,532,029
Associated limited partnerships and
joint ventures . . . . . . . . . . . . . 28,507,948 17,899,150 13,904,695
Joint interest owners . . . . . . . . . . . . 2,923,797 4,335,283 4,240,136
Producing oil and gas properties held for transfer 15,436,853 3,525,841 3,005,520
Limited partnership formation and marketing costs . 2,227,100 -- --
Other current assets . . . . . . . . . . . . . . . 1,636,141 68,010 128,255
------------- ------------ ------------
Total Current Assets . . . . . . . . . . 65,307,120 39,208,418 35,342,397
------------- ------------ ------------
Property and Equipment:
Oil and gas, using full-cost accounting
Proved properties being amortized . . . . . . 106,251,713 93,368,795 97,257,030
Unproved properties not being amortized . . . 7,932,557 14,805,479 16,318,934
------------- ------------ ------------
114,184,270 108,174,274 113,575,964
Furniture, fixtures and other equipment . . . . . . 2,969,389 3,476,695 3,819,581
------------- ------------ ------------
117,153,659 111,650,969 117,395,545
Less--Accumulated depreciation, depletion
and amortization . . . . . . . . . . . . . . . . . (25,847,271) (21,364,949) (23,533,177)
------------ ------------ ------------
91,306,388 90,286,020 93,862,368
------------ ------------ ------------
Other Assets:
Receivables from associated limited partnerships,
net of current portion . . . . . . . . . . . . -- 1,916,477 2,185,975
Limited partnership formation and marketing costs,
net of current portion . . . . . . . . . . . . 2,904,274 2,991,873 3,162,422
Deferred charges . . . . . . . . . . . . . . . . . 1,375,135 1,269,955 1,242,232
------------ ------------ ------------
4,279,409 6,178,305 6,590,629
------------ ------------ ------------
$160,892,917 $135,672,743 $135,795,394
============ ============ ============
</TABLE>

See accompanying notes to Consolidated Financial Statements.

F-3
<PAGE> 49
SWIFT ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS - (CONTINUED)

<TABLE>
<CAPTION>
December 31, March 31,
----------------------------- ------------

1993 1994 1995
------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Short-term bank borrowings . . . . . . . . . . . . $ 2,650,000 $ 27,229,000 $ 30,550,000
Accounts payable and accrued liabilities . . . . . 7,518,577 9,516,005 6,634,006
Payable to associated limited partnerships . . . . 769,373 637,991 35,184
Payable related to producing oil and gas property
acquisitions . . . . . . . . . . . . . . . . . 27,118,706 -- --
Undistributed oil and gas revenues . . . . . . . . 17,508,781 14,962,863 14,852,256
------------ ------------ ------------
Total Current Liabilities . . . . . . . . . . 55,565,437 52,345,859 52,071,446
------------ ------------ ------------

Long-Term Debt . . . . . . . . . . . . . . . . . . . . . 28,750,000 28,750,000 28,750,000
Deferred Revenues . . . . . . . . . . . . . . . . . . . . 9,819,530 7,827,562 7,346,764
Deferred Income Taxes . . . . . . . . . . . . . . . . . . 12,292,236 4,622,191 4,748,684

Commitments and Contingencies

Stockholders' Equity:
Preferred stock, $.01 par value, 5,000,000 shares
authorized, none outstanding . . . . . . . . . -- -- --

Common stock, $.01 par value, 35,000,000 shares
authorized, 6,001,075, 6,685,137, and
6,710,412 shares issued and outstanding,
respectively . . . . . . . . . . . . . . . . . 60,011 66,851 67,104
Additional paid-in capital . . . . . . . . . . . . 17,515,417 24,885,903 25,112,419
Retained earnings . . . . . . . . . . . . . . . . . 36,890,286 17,174,377 17,698,977
------------ ------------ ------------

54,465,714 42,127,131 42,878,500
------------ ------------ ------------
$160,892,917 $135,672,743 $135,795,394
============ ============ ============
</TABLE>

See accompanying notes to Consolidated Financial Statements.

F-4
<PAGE> 50
SWIFT ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Three Months ended
Year Ended December 31, March 31,
------------------------------------------------ -------------------------------
1992 1993 1994 1994 1995
-------------- -------------- -------------- -------------- --------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Revenues:
Oil and gas sales . . . . . . $ 12,420,222 $ 15,535,671 $ 19,802,188 $ 4,817,270 $ 4,876,041
Earned interests from limited
partnerships and joint 1,692,331 3,308,623 -- -- --
ventures . . . . . . . . .
Fees from limited partnerships
and joint ventures . . . . 1,023,946 763,347 701,528 108,682 113,430

Supervision fees . . . . . . 3,443,777 3,718,829 3,751,061 943,148 904,539
Interest income . . . . . . . 113,387 201,584 47,980 18,644 7,484
Other, net . . . . . . . . . 515,931 604,599 1,072,535 250,791 357,094
-------------- -------------- ------------- ------------- --------------
19,209,594 24,132,653 25,375,292 6,138,535 6,258,588
-------------- -------------- ------------- ------------- --------------
Costs and Expenses:
General and administrative,
net of reimbursement . . . 4,977,440 5,065,323 5,197,899 1,195,331 1,306,765
Depreciation, depletion and
amortization . . . . . . . 4,906,029 7,300,967 7,904,801 1,688,938 2,168,229
Oil and gas production . . . 3,934,294 4,540,290 5,639,630 1,142,288 1,629,379
Interest expense . . . . . . 76,477 597,465 1,795,133 358,975 477,781

Impairment of investment in
drilling tool subsidiary . 627,835 -- -- -- --
-------------- -------------- ------------- ------------- --------------
14,522,075 17,504,045 20,537,463 4,385,532 5,582,154
-------------- -------------- ------------- ------------- --------------
Income Before Income Taxes . . . 4,687,519 6,628,608 4,837,829 1,753,003 676,434
Provision for Income Taxes . . . 1,517,759 1,732,355 1,112,158 542,281 151,834
-------------- -------------- ------------- ------------- --------------
Income Before Cumulative Effect
of Change in Accounting 3,169,760 4,896,253 3,725,671 1,210,722 524,600
Principle . . . . . . . . . .
Cumulative Effect of Change in
Accounting Principle . . . . 915,000 -- (16,772,698) (16,772,698) --
-------------- -------------- ------------- ------------- --------------
Net Income (Loss) . . . . . . . . $ 4,084,760 $ 4,896,253 $ (13,047,027) $ (15,561,976) $ 524,600
============== ============== ============= ============= ==============
Per Share Amounts--
Primary:

Income Before Cumulative
Effect of Change in
Accounting Principle . . . $ 0.52 $ 0.74 $ 0.56 $ 0.18 $ 0.08
============== ============== ============= ============= ==============
Cumulative Effect of Change in
Accounting Principle . . . $ 0.15 $ -- $ (2.52) $ (2.54) $ --
============== ============== ============= ============= ==============
Net Income (Loss) . . . . . . $ 0.67 $ 0.74 $ (1.96) $ (2.36) $ 0.08
============== ============= ============= ============= ==============
Fully Diluted:
Income Before Cumulative
Effect of Change in
Accounting Principle . . . $ 0.52 $ 0.70 $ 0.56 $ 0.17 $ 0.08
============== ============== ============= ============= ==============
Cumulative Effect of Change in
Accounting Principle . . . $ 0.15 $ -- $ (2.52) $ (2.54) $ --
============== ============== ============= ============= ==============
Net Income (Loss) . . . . . . $ 0.67 $ 0.70 $ (1.96) $ (2.36) $ 0.08
============== ============== ============= ============= ==============
Weighted Average Shares
Outstanding . . . . . . . . . 6,135,044 6,588,076 6,644,248 6,601,733 6,689,350
============== ============== ============= ============= ==============
Pro forma amounts assuming change
in accounting for earned
interests is applied
retroactively (see Note 2) -

Net Income . . . . . . . . . $ 3,729,851 $ 4,322,478 $ 3,725,671 $ 1,210,722 $ 524,600
Per Share Amounts -
Primary . . . . . . . . . $ 0.61 $ 0.66 $ 0.56 $ 0.18 $ 0.08
Fully Diluted . . . . . . $ 0.61 $ 0.63 $ 0.56 $ 0.17 $ 0.08
</TABLE>

See accompanying notes to Consolidated Financial Statements.

F-5

<PAGE> 51
SWIFT ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Additional
Common Paid-in Retained
Stock(1) Capital Earnings Total
----------- ------------ -------------- --------------

<S> <C> <C> <C> <C>
Balance, December 31, 1991 . . . . . . . . $ 49,551 $ 10,701,532 $ 27,909,273 $ 38,660,356
Stock issued for benefit plans (23,445
shares) . . . . . . . . . . . . 235 138,059 -- 138,294

Stock issued in institutional placement
(990,000 shares) . . . . . . . . 9,900 6,387,976 -- 6,397,876
Net Income . . . . . . . . . . . . . -- -- 4,084,760 4,084,760
------------ ------------ ------------- -------------

Balance, December 31, 1992 . . . . . . . . $ 59,686 $ 17,227,567 $ 31,994,033 $ 49,281,286
Stock issued for benefit plans (19,096
shares) . . . . . . . . . . . . 191 170,059 -- 170,250

Stock options exercised (13,400 shares) 134 117,791 -- 117,925
Net Income . . . . . . . . . . . . . -- -- 4,896,253 4,896,253
------------ ------------ ------------- -------------

Balance, December 31, 1993 . . . . . . . . $ 60,011 $ 17,515,417 $ 36,890,286 $ 54,465,714
Stock issued for benefit plans (26,488
shares) . . . . . . . . . . . . 265 271,176 -- 271,441

Stock options exercised (21,472 shares) 214 176,808 -- 177,022
Employee stock purchase plan (29,840
shares) . . . . . . . . . . . . 298 259,683 -- 259,981
10% stock dividend (606,262 shares) . 6,063 6,662,819 (6,668,882) --

Net Loss . . . . . . . . . . . . . . -- -- (13,047,027) (13,047,027)
------------ ------------ ------------- -------------

Balance, December 31, 1994 . . . . . . . . $ 66,851 $ 24,885,903 $ 17,174,377 $ 42,127,131

Stock issued for benefit plans (22,782
shares) . . . . . . . . . . . . 228 207,587 -- 207,815
Stock options exercised (2,493 shares) 25 18,929 -- 18,954

Net Income -- -- 524,600 524,600
------------ ------------ ------------- -------------

Balance, March 31, 1995 . . . . . . . . . . $ 67,104 $ 25,112,419 $ 17,698,977 $ 42,878,500
============ ============ ============= =============
</TABLE>
_________________

(1) $.01 par value.

See accompanying notes to Consolidated Financial Statements.

F-6
<PAGE> 52
SWIFT ENERGY COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months ended
Year Ended December 31, March 31,
-------------------------------------- -------------------------
1992 1993 1994 1994 1995
------------ ------------ ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) . . . . . . . . . . . $ 4,084,760 $ 4,896,253 $(13,047,027) $(15,561,976) $ 524,600

Adjustments to reconcile net income
to net cash provided by operating
activities--
Depreciation, depletion and
amortization . . . . . . . . . . . 4,906,029 7,300,967 7,904,801 1,688,938 2,168,229
Deferred income taxes . . . . . . . . 468,097 1,199,057 963,324 398,935 126,493
Earned interests from limited
partnerships and joint
ventures . . . . . . . . . . . . . (1,692,331) (3,308,623) -- -- --
Deferred revenue amortization
related to production payment . . . (1,666,390) (2,304,080) (1,993,863) (570,629) (464,731)
Impairment of investment in
drilling tool subsidiary . . . . . 627,835 -- -- -- --
Cumulative effect of change in
accounting principle . . . . . . . (915,000) -- 16,772,698 16,772,698 --
Other . . . . . . . . . . . . . . . . 530,492 49,865 105,180 25,830 27,723
Change in assets and liabilities--
(Increase) decrease in accounts
receivable . . . . . . . . . . . . (398,676) (412,960) (762,789) (625,829) 27,181
Increase in accounts payable and
accrued liabilities, excluding
income taxes payable . . . . . . . 204,602 110,324 142,883 457,909 522,280
Increase (decrease) in income
taxes payable . . . . . . . . . . . 199,662 (292,463) 309,307 94,095 32,322
----------- ----------- ----------- ----------- -----------
Net Cash Provided by Operating
Activities . . . . . . . . . . . 6,349,080 7,238,340 10,394,514 2,679,971 2,964,097
----------- ----------- ----------- ----------- -----------
Cash Flows from Investing Activities:
Additions to property and equipment . . (34,401,410) (24,229,103) (34,531,180) (4,042,728) (5,744,576)
Proceeds from the sale of property
and equipment . . . . . . . . . . . . 14,303,800 157,972 861,073 -- --
Proceeds from volumetric production
payment . . . . . . . . . . . . . . . 13,790,000 -- -- -- --
Net cash received (distributed) as
operator of oil and gas properties . 2,836,149 (2,556,483) (229,351) 1,264,268 (4,219,442)
Property acquisition costs (incurred
on behalf of) reimbursed by
partnerships and joint ventures . . . 14,726,897 (10,252,142) (1,408,031) (11,310,786) 4,245,278
Limited partnership formation and
marketing costs . . . . . . . . . . . (1,089,614) (103,871) -- (381,779) (170,549)
Prepaid drilling costs . . . . . . . . . -- (1,100,076) -- 780,217 (60,245)
Other . . . . . . . . . . . . . . . . . (35,117) (98,437) (25,320) (7,263) (16,068)
----------- ----------- ----------- ----------- -----------
Net Cash Provided by (Used
in) Investing Activities . . . . 10,130,705 (38,182,140) (35,332,809) (13,698,071) (5,965,602)
----------- ----------- ----------- ----------- -----------
Cash Flows from Financing Activities:
Proceeds from long-term debt . . . . . . -- 28,750,000 -- -- --
Net proceeds from (payments of)
short-term bank borrowings . . . . . (23,380,000) 2,650,000 24,579,000 11,350,000 3,321,000
Net proceeds from issuances of common
stock . . . . . . . . . . . . . . . . 6,536,170 288,175 708,444 7,750 226,769
Payment of debt issuance costs . . . . . -- (1,425,000) -- -- --
----------- ----------- ----------- ----------- -----------
Net Cash Provided by (Used
in) Financing Activities . . . . (16,843,830) 30,263,175 25,287,444 11,357,750 3,547,769
----------- ----------- ----------- ----------- -----------
Net Increase (Decrease) in Cash and Cash
Equivalents . . . . . . . . . . . . . . $ (364,045) $ (680,625) $ 349,149 $ 339,650 $ 546,264
----------- ----------- ----------- ----------- -----------
Cash and Cash Equivalents at Beginning of
Period . . . . . . . . . . . . . . . . . 1,681,019 1,316,974 636,349 636,349 985,498
----------- ----------- ----------- ----------- -----------
Cash and Cash Equivalents at End of Period $ 1,316,974 $ 636,349 $ 985,498 $ 975,999 $ 1,531,762
=========== =========== =========== =========== ===========
Supplemental Disclosures of Cash Flow
Information:
Cash paid during period for interest, net
of amounts capitalized . . . . . . . . . $ 93,869 $ 605,063 $ 1,691,400 $ 111 $ --
Cash paid during period for income taxes . $ 850,000 $ 756,761 $ 97,200 $ 11,951 $ 3,019
</TABLE>
See accompanying notes to Consolidated Financial Statements.

F-7
<PAGE> 53
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the
accounts of Swift Energy Company (Swift) and its wholly owned subsidiaries
(collectively referred to as the "Company"). The Company's investments in
associated oil and gas partnerships and its joint ventures are accounted for
using the proportionate consolidation method, whereby the Company's
proportionate share of each entity's assets, liabilities, revenues, and
expenses is included in the appropriate classifications in the consolidated
financial statements. Intercompany balances and transactions have been
eliminated in preparing the consolidated statements. Certain reclassifications
have been made to prior year amounts to conform to the current year
presentation.

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

The interim consolidated financial statements as of March 31, 1995 and
for the three months ended March 31, 1995 and 1994 and notes thereto are
unaudited. In the opinion of management, these interim financial statements
include all adjustments necessary for a fair presentation and all such
adjustments are of a normal recurring nature. Results of the interim periods
are not necessarily indicative of the results for the entire year.

PROPERTY AND EQUIPMENT

For financial reporting purposes, the Company follows the "full-cost"
method of accounting for oil and gas property and equipment costs. Under this
method of accounting, all productive and nonproductive costs incurred in the
acquisition, exploration, and development of oil and gas reserves are
capitalized. Such costs include lease acquisitions, geological and geophysical
services, drilling, completion, equipment and certain general and
administrative costs directly associated with acquisition, exploration and
development activities. General and administrative costs related to production
and general overhead are expensed as incurred. No gains or losses are
recognized upon the sale or disposition of oil and gas properties, except in
extraordinary transactions. Instead, the proceeds from the sale of oil and gas
properties are treated as a reduction of oil and gas property costs. Fees from
associated oil and gas exploration and development limited partnerships are
credited to oil and gas property costs to the extent they do not represent
reimbursement of general and administrative expenses currently charged to
expense.

Future development, site restoration, dismantlement and abandonment
costs, net of salvage values, are estimated on a property-by-property basis
based on current economic conditions and are amortized to expense as the
Company's capitalized oil and gas property costs are amortized. The Company's
properties are all onshore and historically the salvage value of the tangible
equipment offsets the Company's site restoration, dismantlement and abandonment
costs. The Company expects this relationship will continue.

The Company computes the provision for depreciation, depletion and
amortization of oil and gas properties on the unit-of-production method. Under
this method, the Company computes the provision by multiplying the total
unamortized costs of oil and gas properties including future development, site
restoration and dismantlement and abandonment costs but excluding costs of
unproved properties, by an overall rate determined by dividing the physical
units of oil and gas produced during the period by the total estimated units of
proved oil and gas reserves. The cost of unproved properties not being
amortized is assessed quarterly to determine whether the value has been
impaired below the capitalized cost. Any impairment assessed is added to the
cost of proved properties being amortized.

F-8
<PAGE> 54
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

At the end of each quarterly reporting period, the unamortized cost of
oil and gas properties, net of related deferred income taxes, is limited to the
sum of the estimated future net revenues from proved properties using current
prices, discounted at 10%, and the lower of cost or fair value of unproved
properties, adjusted for related income tax effects.

All other equipment is depreciated by the straight-line method at
rates based on the estimated useful lives of the property. Repairs and
maintenance are charged to expense as incurred. Renewals and betterments are
capitalized.

DEFERRED CHARGES

Legal and accounting fees, underwriting fees, printing costs, and
other direct expenses associated with the issuance of the Company's Convertible
Subordinated Debentures in June 1993 have been capitalized and are being
amortized over the life of the Debentures, which mature on June 30, 2003. The
balance at March 31, 1995, is net of accumulated amortization of $182,768.

LIMITED PARTNERSHIPS AND JOINT VENTURES

The Company forms limited partnerships and joint ventures for the
purpose of acquiring interests in producing oil and gas properties, and since
1993, partnerships engaged in drilling for oil and gas reserves. The Company
serves as managing general partner or manager of these entities.

Under the Swift Depositary Interests limited partnership offering
("SDI Offering") which commenced in March 1991, the Company receives a
reimbursement of certain costs and a fee, both payable out of revenues. The
Company bears all front-end costs of the offering and partnership formations
for which it receives an interest in the partnerships. Prior to 1994, the
Company recognized as revenue fees (earned interests) received in the form of
additional interests in producing oil and gas properties acquired by these
entities. As described in Note 2, effective January 1, 1994, the Company
changed its revenue recognition policy for earned interests and under its newly
adopted policy, will no longer recognize earned interests as revenue.

The Company acquires and transfers producing oil and gas properties to
the entities at cost, including interest, other carrying costs, closing costs,
and screening and evaluation costs of properties not acquired, or in certain
instances at fair market value based upon the opinion of an independent expert.
These costs are reduced by net operating revenues from the effective date of
the acquisition to the date of transfer to the entities. Such net operating
revenue amounts totaled approximately $4,100,000, $3,200,000, and $2,600,000 in
1994, 1993, and 1992, respectively.

Certain designated oil and gas properties acquired in advance of
formation of partnerships or joint ventures and held by the Company pending
resale to those partnerships or joint ventures are classified as "Producing oil
and gas properties held for transfer."

Commencing September 15, 1993, the Company began offering, on a
private placement basis, general and limited partnership interests in Swift
Energy Drilling Ventures ("SEDV Offering"), a series of limited partnerships to
be formed, and under which approximately $9,000,000 had been raised through
March 31, 1995. As managing general partner, the Company pays for all
front-end costs incurred in connection with this offering, for which the
Company receives an interest in the partnerships. The proceeds are to be
invested in development drilling (approximately 50%) and exploratory drilling
(approximately 25%), with the remaining 25% dependent upon the

F-9
<PAGE> 55
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

results of the initial drilling activities. The first three partnerships closed
December 8, 1993, July 18, 1994, and March 15, 1995. The Company anticipates
formation of at least one additional SEDV partnership in 1995.

Costs of syndication, registration, and qualification of the SDI and
SEDV limited partnerships incurred by the Company have been deferred. Under the
current SDI and SEDV limited partnership offering, selling and formation costs
borne by the Company serve as the Company's general partner contribution to
such partnerships.

HEDGING ACTIVITIES

The Company does engage periodically in certain limited hedging
activities, but only to the extent of buying protection price floors for
portions of its and the limited partnerships' oil and gas production. Costs
and/or benefits derived from these price floors are accordingly recorded as a
reduction or increase in oil and gas sales revenue and is not significant for
any year presented.

INCOME (LOSS) PER SHARE

Primary income (loss) per share has been computed using the weighted
average number of common shares outstanding during the respective periods.
Stock options and warrants outstanding do not have an effect on primary income
(loss) per share. The Company's Convertible Subordinated Debentures are not
common stock equivalents for the purpose of computing primary income (loss) per
share.

Primary income (loss) per share has been retroactively restated in all
periods presented to give recognition to an equivalent change in capital
structure as a result of a 10% stock dividend. On September 6, 1994, the
Company declared a 10% stock dividend to shareholders of record on September
19, 1994, which was distributed on September 29, 1994, resulting in an
additional 606,262 shares being issued.

The calculation of fully diluted income (loss) per share assumes
conversion of the Company's Convertible Subordinated Debentures as of the
beginning of the period and the elimination of the related after-tax interest
expense and assumes, as of the beginning of the period, exercise (using the
treasury stock method) of stock options and warrants. The conversion price of
the Convertible Subordinated Debentures was revised to reflect the 10% stock
dividend declared September 6, 1994. The original conversion price was $13.50
per common share and the revised conversion price per common share is $12.27.
Fully diluted income (loss) per share has also been retroactively restated for
all periods presented to give effect to the resulting conversion price revision
stemming from the 10% stock dividend. The weighted average number of shares
used in the computation of fully diluted per share amounts were 9,053,736,
7,797,660, and 6,135,044 for the respective years ended December 31, 1994,
1993, and 1992, and 8,981,799 for the three-month period ended March 31, 1994.
For the three-month period ended March 31, 1995, such amounts were
antidilutive.

INCOME TAXES

The Company accounts for Income Taxes using Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." SFAS No.
109 utilizes the liability method and deferred taxes are determined based on
the estimated future tax effects of differences between the financial statement
and tax bases of assets and liabilities given the provisions of the enacted tax
laws. Prior to the adoption of SFAS No. 109, the Company accounted for income
taxes using Accounting Principles Board Opinion No. 11.

Income taxes for the interim periods have been provided using the
estimated annualized effective tax rate.

F-10
<PAGE> 56
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

DEFERRED REVENUES

In May 1992, as discussed in Note 10 "Oil and Gas Producing
Activities," the Company purchased interests in certain wells using funds
provided by the Company's sale of a volumetric production payment in these
properties. Under the terms of the production payment agreement, the Company
continues to own the properties purchased but is required to deliver a minimum
quantity of hydrocarbons produced from the properties (meeting certain quality
and heating equivalent requirements) over a specified period. Since entering
into this agreement, the Company has met all scheduled deliveries. Net
proceeds from the sale of the production payment were recorded as deferred
revenues. Deliveries under the production payment agreement are recorded as oil
and gas sales revenues and a corresponding reduction of deferred revenues.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments with an
initial maturity of three months or less to be cash equivalents. Noncash
investing activities for the year ended December 31, 1993, included
approximately $27,100,000 associated with producing oil and gas acquisitions
that were paid for in early 1994. Of this amount, approximately $5,100,000
related to property acquisitions made for the Company's own account. See Note
10 "Oil and Gas Producing Activities" for further discussion.

2. CHANGE IN ACCOUNTING PRINCIPLE

In the fourth quarter of 1994, the Company changed its revenue
recognition policy for earned interests, effective January 1, 1994. Under the
Company's newly adopted method of accounting for earned interests, such amounts
will not be recognized as income, thereby reducing the Company's investment in
oil and gas property. This change was made as the result of a transition in the
Company's current business activities and changes in the oil and gas limited
partnership syndication markets. The Company feels the change in policy
results in more comparable financial statements in relation to its current
business focus and in comparison to its current peers and competitors in the
oil and gas exploration and production industry.

The current year effect of the change was to increase income before
cumulative effect of change in accounting principle by approximately $1,047,000
or $.16 per share. This current year increase was a result of the decrease in
current year depletion expense more than offsetting the decrease in revenues as
a result of not recognizing earned interests. The cumulative effect of this
change in accounting principle resulted in an adjustment of $16,772,698 or
$(2.52) per share (after reduction for income taxes of $8,640,481), to
retroactively apply the new method, thereby reducing net income in 1994. See
Note 10 to the Company's Consolidated Financial Statements for the effect this
change had on oil and gas properties and accumulated depreciation, depletion
and amortization. The pro forma amounts shown on the income statement have been
adjusted for the effect of retroactive application, had the new method been in
effect during the periods presented.

3. PROVISION FOR INCOME TAXES

In the fourth quarter of 1992, the Company elected to adopt SFAS No.
109, "Accounting for Income Taxes." The adoption was effective beginning
January 1, 1992, and accordingly the cumulative effect of this change resulted
in an increase in net income for 1992 of $915,000 or $.15 per share.

The Omnibus Budget Reconciliation Act of 1993 (the "Act") was enacted
on August 10, 1993. The Act contains several changes to federal income tax
provisions, including an increase in the highest corporate tax rate

F-11
<PAGE> 57
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

from 34% to 35%, for companies with taxable income in excess of $10,000,000.
The effect of the Act on income tax expense for the year ended December 31,
1993, and the Company's net deferred tax liability was not material.

The following is an analysis of the consolidated income tax provision:

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------

1992 1993 1994
-------------- -------------- --------------
<S> <C> <C> <C>
Current . . . . . . . . . . . . . . . . . . . . . . . . $ 1,049,662 $ 533,298 $ 148,834

Deferred . . . . . . . . . . . . . . . . . . . . . . . 468,097 1,199,057 963,324
-------------- -------------- --------------

Total . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,517,759 $ 1,732,355 $ 1,112,158
============== ============== ==============
</TABLE>

There are differences between income taxes computed using the
statutory rate (34% for 1994, 1993, and 1992) and the Company's effective
income tax rates (23%, 26.1%, and 32.4% for 1994, 1993, and 1992,
respectively), primarily as the result of certain tax credits available to the
Company. Reconciliations of income taxes computed using the statutory rate to
the effective income tax rates are as follows:

<TABLE>
<CAPTION>
1992 1993 1994
-------------- -------------- --------------

<S> <C> <C> <C>
Income taxes computed at Federal statutory rate . . . . $ 1,593,756 $ 2,253,727 $ 1,644,862

State tax provisions, net of Federal benefits . . . . . 44,880 149,002 46,525

Nonconventional fuel source credit . . . . . . . . . . (211,066) (553,651) (435,016)

Depletion deductions in excess of basis . . . . . . . . (14,014) (98,596) (30,895)

Other, net . . . . . . . . . . . . . . . . . . . . . . 104,203 (18,127) (113,318)
-------------- ------------- -------------

Provision for income taxes . . . . . . . . . . . . . . $ 1,517,759 $ 1,732,355 $ 1,112,158
============= ============= =============
</TABLE>

The tax effects of significant temporary differences representing the
net deferred tax liability at December 31, 1994, 1993, and 1992 were as
follows:

F-12
<PAGE> 58
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

<TABLE>
<CAPTION>
1992 1993 1994
-------------- -------------- --------------

<S> <C> <C> <C>
Deferred tax assets:

Alternative minimum tax credits . . . . . . . . . . $ 654,697 $ 786,774 $ 900,562

Other . . . . . . . . . . . . . . . . . . . . . . . 76,736 231,292 7,112
-------------- -------------- --------------

Total deferred tax assets . . . . . . . . . . . $ 731,433 $ 1,018,066 $ 907,674

Deferred tax liabilities:

Oil and gas properties . . . . . . . . . . . . . . . $ 11,217,376 $ 12,576,208 $ 4,811,886

Other . . . . . . . . . . . . . . . . . . . . . . . 510,669 637,527 614,300
-------------- -------------- --------------

Total deferred tax liabilities . . . . . . . . $ 11,728,045 $ 13,213,735 $ 5,426,186
-------------- -------------- --------------

Net deferred tax liability(1) . . . . . . . . . . . . . $ 10,996,612 $ 12,195,669 $ 4,518,512
============== ============== ==============
</TABLE>

_______

(1) This amount includes a current deferred tax liability amount of $34,726
for 1992 and current deferred tax asset amounts of $96,567 and $103,679
for 1993 and 1994.

The Company did not record any valuation allowances against deferred tax
assets at December 31, 1994, 1993, and 1992.

At December 31, 1994, the Company had an alternative minimum tax
carryforward of $900,562 indefinitely available to reduce future regular tax
liability to the extent it exceeds the related tentative minimum tax otherwise
due.

4. SHORT-TERM BANK BORROWINGS

The Company had available, through a two-bank group, a revolving line of
credit of $35,000,000 at March 31, 1995, $29,000,000 at the end of 1994, and
$20,000,000 at the end of 1993 bearing interest at the bank's base rate plus
0.5% (9.5% at March 31, 1995, 9% at December 31, 1994, and 6.5% at December 31,
1993), secured by the Company's interests in certain oil and gas properties and
general partner interests. This facility also allows, at the Company's option,
draws which bear interest for specific periods at the London Interbank Offered
Rate ("LIBOR") plus 2.25%. Of the $24,600,000 balance outstanding at March 31,
1995, $15,000,000 was at the LIBOR plus 2.25% rate (8.49%). At December 31,
1994, $14,000,000 of the $18,600,000 outstanding was at the LIBOR plus 2.25%
rates (7.875% on $3,000,000), (8.1875% on $6,000,000), and (8.5% on
$5,000,000). The outstanding amounts under this facility at March 31, 1995
($24,600,000) and at December 31, 1994 ($18,600,000) were borrowed primarily to
fund the advance purchase of producing properties on behalf of affiliated
partnerships and/or joint ventures to be subsequently reimbursed and to fund
the Company's working capital and capital expenditures needs. The $2,650,000
outstanding amount under this facility at December 31, 1993, was primarily
borrowed for the same purposes.

The terms of the revolving line of credit include, among other
restrictions, a limitation on the level of cash dividends (not to exceed
$424,000 in any fiscal year), requirements as to maintenance of certain minimum
financial

F-13
<PAGE> 59
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

ratios (principally pertaining to working capital, debt, and equity ratios) and
limitations on incurring other debt. Since inception, no cash dividends have
been declared on the Company's common stock. The Company presently intends to
continue a policy of using retained earnings for expansion of its business. As
of March 31, 1995, the Company was in compliance with the provisions of these
agreements. The revolving line of credit extends through May 1, 1996.

During 1993, the Company also had available with the same two-bank group
a line of credit for producing oil and gas property acquisitions, to be secured
by producing oil and gas properties acquired and held for transfer. There were
no outstanding amounts under this facility at December 31, 1993. This facility
was terminated on January 18, 1994 at the request of the Company.

On June 21, 1994, the Company entered into a new Acquisition Advance
Agreement with the same two-bank group, bearing interest at the greater of (a)
the bank's base rate plus 1% (10% at March 31, 1995 and 9.5% at December 31,
1994) or (b) the Federal Funds rate plus 1.5%, to be secured by producing oil
and gas properties acquired and held for transfer. The outstanding amounts
under this facility at March 31, 1995 ($950,000) and at December 31, 1994
($3,629,000) had been borrowed under this agreement to fund the advance
purchase of producing properties on behalf of affiliated partnerships and/or
joint ventures to be subsequently reimbursed. This credit agreement expired
June 15, 1995.

The Company's third credit facility is an amended and restated revolving
line of credit with the lead bank for $5,000,000, bearing interest at the
bank's base rate (9% at March 31, 1995, 8.5% at December 31, 1994, and 6% at
December 31, 1993), secured by certain Company receivables. There were no
outstanding amounts under this facility at December 31, 1993. At both March 31,
1995 and December 31, 1994, $5,000,000 was outstanding under this facility.
This credit facility extends through May 1, 1996.

In addition to interest on these credit facilities, the Company pays a
commitment fee to compensate the banks for making funds available. The fee on
the revolving line of credit is calculated on the average daily remainder, if
any, of the commitment amount less the aggregate principal amounts outstanding,
plus the amount of all letters of credit outstanding during the period. The fee
on the Acquisition Advance Agreement is .5% of the amount of the advance. The
aggregate amounts of commitment fees paid by the Company were $23,000 for the
first three months of 1995, $150,000 in 1994, and $112,000 in 1993.

5. LONG-TERM DEBT

The Company's long-term debt consists of $28,750,000 of 6.5% Convertible
Subordinated Debentures ("Debentures"). The Debentures were issued on June 30,
1993, and will mature on June 30, 2003. The Debentures are convertible into
common stock of the Company by the holders at any time prior to maturity at a
conversion price of $12.27 per share, subject to adjustment upon the occurrence
of certain events. The conversion price reflects an adjustment of the original
conversion price of $13.50 per share to reflect the 10% stock dividend declared
September 6, 1994, and distributed September 29, 1994. Interest on the
Debentures is payable semi-annually on June 30 and December 31, commencing with
the payment made at December 31, 1993. After June 30, 1997 (or in certain
circumstances after June 30, 1996), the Debentures are redeemable for cash at
the option of the Company, with certain restrictions, at 104.55% of principal,
declining to 100.65% in 2002. Upon certain changes in control of the Company,
if the price of the Company's common stock is not above certain levels each
holder of Debentures will have the right to require the Company to repurchase
the Debentures at the principal amount thereof, together with accrued and
unpaid interest to the date of repurchase but after the repayment of any Senior
Indebtedness, as defined.

F-14
<PAGE> 60
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

Interest expense on the Debentures, including amortization of debt
issuance costs, totaled $494,910 for the three-month period ending March 31,
1995. Interest expense on the Debentures, including amortization of debt
issuance costs, totaled $1,973,931 for 1994. Interest expense on the
Debentures, including amortization of debt issuance costs, totaled $984,239 for
the six-month period ending December 31, 1993.

6. COMMITMENTS AND CONTINGENCIES

Total rental and lease expenses charged to earnings before
reimbursements were $1,159,673 in 1994, $1,155,564 in 1993, and $1,005,276 in
1992. The Company's remaining minimum annual obligations under non-cancellable
operating lease commitments are $375,917 for 1995, $66,825 for 1996, $41,136
for 1997, $37,555 for 1998, and $6,259 thereafter.

As of March 31, 1995, the Company is the managing general partner of 95
limited partnerships. Because the Company serves as the general partner of
these entities, under state partnership law it is contingently liable for the
liabilities of these partnerships, which liabilities are not material for any
of the periods presented in relation to the partnerships' respective assets.
These partnerships' liabilities generally consist of third party borrowings
from time to time to fund capital expenditures for development of oil and gas
properties, and will be repaid from oil and gas sales proceeds of the
partnerships in future periods.

In the ordinary course of business, the Company has been party to
various legal actions, which arise primarily from its activities as operator of
oil and gas wells. In management's opinion, the outcome of any such currently
pending actions will not have a material adverse effect on the financial
position or results of operations of the Company.

The Company extends credit to various companies in the oil and gas
industry, which results in a concentration of credit risk. This concentration
of credit risk may be affected by changes in economic or other conditions and
may accordingly impact the Company's overall credit risk. However, management
believes that the risk is mitigated by the size, reputation, and nature of the
companies to which they extend credit. In addition, the Company generally does
not require collateral or other security to support customer receivables.

7. STOCKHOLDERS' EQUITY

COMMON STOCK

On September 6, 1994, the Company declared a 10% stock dividend to
shareholders of record on September 19, 1994, which was distributed on
September 29, 1994. The transaction was valued based on the closing price
($11.00) of the Company's common stock on the New York Stock Exchange on
September 6, 1994. As a result of the issuance of 606,262 shares of the
Company's common stock as a dividend, retained earnings were reduced by
$6,668,882, with the common stock and additional paid-in capital accounts
increased by the same amount. Primary and fully diluted income (loss) per share
has been restated for all periods to reflect the effect of the stock dividend.

STOCK OPTIONS AND WARRANTS

The Company has an employee option plan under which incentive stock
options and other options and awards may be granted to employees to purchase
shares of common stock and a nonqualified stock option plan under which
non-employee members of the Company's Board of Directors may be granted options
to purchase shares of

F-15
<PAGE> 61
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

common stock. The plans provide that the exercise prices equal 100% of the fair
value of the common stock on the date of grant. Options become exercisable for
20% of the shares on the first anniversary of the grant of the option and are
exercisable for an additional 20% per year thereafter. Options granted expire
10 years after the date of grant or earlier in the event of the optionee's
separation from employment. No accounting entries are required until the stock
options are exercised, at which time the option price is credited to the common
stock and additional paid-in capital accounts. The effect of the 10% stock
dividend increased the number of shares and decreased the price according to
the respective agreements.

The following is a summary of stock options under these plans:

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------

1993 1994
-------------------- -------------------
<S> <C> <C>
Options outstanding, beginning of period 698,525 899,650
Options granted 216,400 202,760
Options terminated (1,875) (20,658)
Options exercised (13,400) (21,472)
Options adjusted for stock dividend -- 106,640
---------- ---------
Options outstanding, end of period 899,650 1,166,920
========== =========
Options exercisable, end of period 375,270 546,172
========== =========
Options available for future grant, end of period 152,281 498,909
Option price range:
Options granted $10.50 -- $11.625 $9.091 -- $10.25
Options terminated $ 7.75 -- $10.75 $7.045 -- $12.386
Options exercised $ 6.75 -- $10.75 $7.045 -- $9.773
Options outstanding, end of period $6.00 -- $13.625 $5.455 -- $12.386

</TABLE>

The Company also has granted certain stock options to individuals who are
neither employees, officers, nor directors, for specific services rendered to
the Company. At December 31, 1994, options granted in 1991 covering 68,750
shares at $9.773 (after adjustment for the September 1994 stock dividend)
remain outstanding. During the three years ended December 31, 1994, the only
other activity has been the cancellation of 5,350 option shares in 1993.

The Company also has a plan which provides eligible employees the
opportunity to acquire shares of Company common stock at a discount through
payroll deductions. This plan was approved at the May 11, 1993, shareholders
meeting. The plan year is from June 1 to the following May 31, with the first
year of the plan commencing June 1, 1993. Employees may authorize payroll
deductions of up to 10% of their base salary during the plan year by making an
election to participate prior to the start of a plan year. The purchase price
for stock

F-16
<PAGE> 62
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

acquired under the plan will be 85% of the lower of the closing price of the
Company's common stock as quoted on the New York Stock Exchange at the
beginning or end of the plan year or a date during the year chosen by the
participant. During 1994, the Company issued 29,840 shares under this plan at
a price of $8.71. As of December 31, 1994, there were 517,176 shares available
for issuance under this plan. There are no charges or credits to income in
connection with this plan.

8. RELATED-PARTY TRANSACTIONS

In 1991, Swift purchased all of the capital stock of a marketing company
from a former significant stockholder and director of Swift and a separate
minority interest owner ("sellers"). This acquired company has marketing
responsibilities for the current and future Swift limited partnership
offerings. The sellers entered into a management agreement to manage and
supervise the sales activities of the Swift marketing entity under which they
provided services and for which they were reimbursed certain fixed expenses and
compensated on a sliding scale basis, dependent upon the number of partnership
units sold. Management fees paid under this management agreement totaled
approximately $21,000, $240,000, and $335,000 in 1994, 1993, and 1992,
respectively. This arrangement was terminated in January 1994, whereby Swift
will now assume all such management responsibilities.

The Company is the operator of a substantial number of properties owned by
its affiliated limited partnerships and joint ventures and accordingly charges
these entities and third party joint interest owners operating fees. The
Company is also reimbursed for direct, administrative, and overhead costs
incurred in conducting the business of the limited partnerships, which totaled
approximately $4,400,000, $4,200,000, and $3,900,000, in 1994, 1993, and 1992,
respectively. The Company was also reimbursed by the limited partnerships and
joint ventures for costs incurred in the screening, evaluation, and acquisition
of producing oil and gas properties on their behalf. Such costs totaled
approximately $1,400,000, $2,500,000, and $900,000 in 1994, 1993, and 1992,
respectively.

During 1992, the Company sold certain oil and gas properties, previously
held in "producing oil and gas properties held for transfer" and the Company's
oil and gas property accounts, to partnerships formed under the SDI offering.
The properties were sold to the affiliated partnerships for proceeds equal to
the properties' fair market value, $30,500,000, as determined by an independent
petroleum engineer. Approximately $14,000,000 of the total proceeds from the
sale were attributed to properties held in the Company's oil and gas property
accounts with the remainder attributable to "producing oil and gas properties
held for transfer." The $14,000,000 of proceeds attributable to properties held
in the Company's oil and gas property account were treated as a reduction of
the Company's proved oil and gas properties with no gain or loss recognized in
accordance with the full-cost accounting method.

9. INVESTMENT IN PET-TECH TOOLS, INC.

The Company, together with another 50% co-venturer, owned Pet-Tech Tools,
Inc. ("Pet-Tech"), a company formed in 1982 to manufacture and lease a drilling
safety tool. In the fourth quarter of 1992, as a result of the continuing
depressed state of the domestic oil and gas drilling services industry, the
Company decided to impair its entire 50% investment in Pet-Tech. The $627,835
effect of that impairment has been reflected in the statements of income for
1992 included herein. The Company's investment in Pet-Tech consisted primarily
of advances and Debentures.

F-17
<PAGE> 63
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

10. OIL AND GAS PRODUCING ACTIVITIES

CAPITALIZED COSTS

The following table presents the Company's aggregate capitalized costs
relating to oil and gas producing activities and the related depreciation,
depletion and amortization:

<TABLE>
<CAPTION>
December 31,
------------------------------------
1993 1994
------------------- ----------------
<S> <C> <C>
Oil and Gas Properties:
Proved . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 106,251,713 $ 93,368,795 (1)
Unproved (not being amortized) . . . . . . . . . . . . . . . . 7,932,557 14,805,479
------------------ ---------------
114,184,270 108,174,274
Accumulated Depreciation, Depletion and Amortization . . . . . . (24,527,693) (19,758,662) (1)
------------------ ---------------
$ 89,656,577 $ 88,415,612
================== ===============
</TABLE>

___________

(1) The effect of the 1994 change in accounting principle (see Note 2)
was to decrease proved property costs by $37,773,087 and accumulated
depreciation, depletion and amortization by $12,359,908.

Of the $14,805,479 of net unproved property costs (primarily seismic and
lease acquisition costs) at December 31, 1994, being excluded from the
amortizable base, $8,232,207 was incurred in 1994, $3,293,351 was incurred in
1993, $911,060 was incurred in 1992, and $2,368,861 was incurred in prior
years. The Company expects it will complete its evaluation of the properties
representing the majority of these costs within the next two to three years.

F-18
<PAGE> 64
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

CAPITAL EXPENDITURES

The following table sets forth capital expenditures related to the Company's
oil and gas operations:

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------

1992 1993 1994
-------------- -------------- --------------
<S> <C> <C> <C>
Acquisition of proved properties, including earned
interests in limited partnerships
and joint ventures(1) . . . . . . . . . . . . . . . . . $ 28,686,874 $ 21,832,157 $ 13,078,242
Lease acquisitions(2),(3) . . . . . . . . . . . . . . . 2,886,024 5,388,243 9,905,237
Exploration . . . . . . . . . . . . . . . . . . . . . . 527,761 2,195,473 4,003,400
Development . . . . . . . . . . . . . . . . . . . . . . 3,034,513 3,164,803 5,637,285
-------------- -------------- --------------

Total(4) . . . . . . . . . . . . . . . . . . . . . . $ 35,135,172 $ 32,580,676 $ 32,624,164
============== ============== ==============
</TABLE>

___________

(1) Earned interests amounts included in 1992 and 1993, respectively,
are $1,692,331 and $3,308,623. There are no earned interests in
1994.

(2) Lease acquisitions for 1993 and 1994 include expenditures of
$1,032,656 and $2,973,971, respectively, relating to the Company's
initiatives in Russia and include 1993 and 1994 expenditures of
$456,681 and $356,136, respectively, relating to initiatives in
Venezuela.

(3) These amounts are actuals as incurred by year, including both proved
and unproved lease costs. The annual lease acquisition amounts
added to proved oil and gas properties (being amortized) for 1992,
1993, and 1994, respectively, were $2,155,526, $4,198,429, and
$3,032,315, respectively.

(4) Includes capitalized general and administrative costs directly
associated with the acquisition, development, and exploration
efforts of approximately $1,800,000, $8,300,000, and $5,800,000 in
1992, 1993, and 1994. In addition, total includes $466,460,
$389,352, and $766,572 in 1992, 1993, and 1994, respectively, of
capitalized interest on unproved properties.

RESULTS OF OPERATIONS

The following table sets forth results of the Company's oil and gas
operations:

F-19
<PAGE> 65
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------

1992 1993 1994
-------------- -------------- --------------
<S> <C> <C> <C>
Oil and gas sales . . . . . . . . . . . . . . . . . . . $ 12,420,222 $ 15,535,671 $ 19,802,188

Production costs . . . . . . . . . . . . . . . . . . . (3,934,294) (4,540,290) (5,639,630)

Depreciation, depletion and amortization . . . . . . . (4,685,780) (7,067,636) (7,590,877)
------------- ------------- -------------
3,800,148 3,927,745 6,571,681

Income taxes . . . . . . . . . . . . . . . . . . . . . (1,230,439) (1,025,141) (1,511,487)
------------- ------------- -------------
Results of producing activities . . . . . . . . . . . . $ 2,569,709 $ 2,902,604 $ 5,060,194
============= ============= =============

Amortization per physical unit of production (equivalent
Mcf of gas) . . . . . . . . . . . . . . . . . . . . $ 0.83 $ 0.96 $ 0.79
============= ============= =============
</TABLE>

Property Purchase and Production Payment Agreement

In May 1992, the Company purchased from a subsidiary of Manville
Corporation ("Manville") additional interests in certain wells in McMullen
County, Texas, in which the Company had owned interests for over three years.
The funds for this purchase were provided by the Company's sale of a volumetric
production payment in the Manville properties to Enron Reserve Acquisition
Corp. ("Enron") for net proceeds of $13,790,000. These proceeds were recorded
as deferred revenues and are amortized as the required deliveries are made.
Under the production payment agreement, the Company continues to own the
properties purchased from Manville, but is required to deliver to Enron
approximately 9.5 Bcf over an eight year period, or for such longer period as
is necessary to deliver a specified heating equivalent quantity at an average
price of $1.115 per MMBtu. The Company is responsible for all production
related costs associated with operating these properties. The amount to be
delivered varies from month to month in generally decreasing quantities. To the
extent monthly gas production from the properties exceeds the agreed upon
deliverable quantities (as in 1994, 1993 and 1992), the Company receives all
proceeds from sale of such excess gas at current market prices, plus the
proceeds from sale of oil or condensate. During 1992, 1993, 1994, and the
three-month period ended March 31, 1995, the Company met all scheduled
deliveries to Enron under this production payment agreement.

FOREIGN ACTIVITIES

On September 3, 1993, the Company signed a Participation Agreement
with Senega, a Russian Federation joint stock company (in which the Company has
an indirect interest of less than 1%) to assist in the development and
production of reserves from two fields in Western Siberia. The Company will
receive a minimum 5% net profits interest from the sale of hydrocarbon products
from the fields for providing managerial, technical and financial support to
Senega limited to an initial budgeted capital expenditure of less than
$5,000,000. At December 31, 1994 and March 31, 1995, respectively, the
Company's investment in Russia was approximately $4,010,000 and $4,540,000 and
is included in the unproved properties portion of oil and gas properties.

The Company formed a wholly-owned subsidiary, Swift Energy de
Venezuela, C.A., for the purpose of submitting a bid on August 5, 1993, under
the Venezuelan Marginal Oil Field Reactivation Program on the Quiriquire Unit
located in Northeastern Venezuela. Swift (together with a minority interest
holder) was one of six bidders on the Quiriquire Unit. The Company did not win
the bid for the Quiriquire Unit; however, other fields

F-20
<PAGE> 66
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

and opportunities are continuing to be evaluated in Venezuela. At December 31,
1994 and March 31, 1995, respectively, the Company's investment in Venezuela
was approximately $810,000 and $880,000 and is included in the unproved
properties portion of oil and gas properties net of impairments of $45,668.

ACQUISITION OF PROPERTIES BY SWIFT

During the fourth quarter of 1993, the Company acquired approximately
$43,300,000 of producing oil and gas properties in five separate acquisitions.
Approximately $32,700,000 of the properties were transferred to affiliated
partnerships formed under the Company's SDI offering, and approximately
$10,600,000 of the properties were retained by the Company for its own account.

During the second quarter of 1994, the Company acquired approximately
$18,100,000 of producing oil and gas properties in a single acquisition
transaction. Approximately $12,700,000 of the properties were transferred to
affiliated partnerships formed under the Company's SDI offering, approximately
$1,900,000 of the properties were retained by the Company for its own account
and the remaining amount of approximately $3,500,000 is included as a current
asset in "producing oil and gas properties held for transfer" at December 31,
1994.

SUPPLEMENTAL RESERVE INFORMATION (UNAUDITED)

The following information presents estimates of the Company's proved
oil and gas reserves, which are all located onshore in the United States. All
of the Company's reserves were determined by company personnel and audited by
H. J. Gruy and Associates, Inc. ("Gruy"), independent petroleum consultants.
Gruy's summary report dated February 17, 1995, is set forth as an exhibit to
the Form 10-K Report for the year ended December 31, 1994, and includes
definitions and assumptions that served as the basis for the estimates of
proved reserves and future net cash flows. Such definitions and assumptions
should be referred to in connection with the following information:

F-21
<PAGE> 67
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

ESTIMATES OF PROVED RESERVES
<TABLE>
<CAPTION>
Oil and
Natural Gas Condensate
(Mcf) (Bbls)
-------------- --------------
<S> <C> <C>
Proved reserves as of December 31, 1991 . . . . . . . . . . . . . . . . . . . 36,685,881 1,950,209
Revisions of previous estimates(1) . . . . . . . . . . . . . . . . . 2,702,911 88,141
Purchases of minerals in place . . . . . . . . . . . . . . . . . . . 35,042,474 1,606,324
Sales of minerals in place . . . . . . . . . . . . . . . . . . . . . (31,083,750) (500,518)
Extensions, discoveries and other additions . . . . . . . . . . . . 1,116,925 41,393
Production(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,826,341) (283,928)
------------- -------------

Proved reserves as of December 31, 1992(3) . . . . . . . . . . . . . . . . . 41,638,100 2,901,621
Revisions of previous estimates(1) . . . . . . . . . . . . . . . . . (1,800,178) (200,906)
Purchases of minerals in place . . . . . . . . . . . . . . . . . . . 17,892,709 1,429,463
Sales of minerals in place . . . . . . . . . . . . . . . . . . . . . (61,996) (12,555)
Extensions, discoveries and other additions . . . . . . . . . . . . 10,634,805 477,932
Production(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,840,635) (324,486)
------------- -------------

Proved reserves as of December 31, 1993(3) . . . . . . . . . . . . . . . . . 64,462,805 4,271,069
Revisions of previous estimates(1) . . . . . . . . . . . . . . . . . (10,570,138) (714,246)
Purchases of minerals in place . . . . . . . . . . . . . . . . . . . 8,136,270 790,523
Sales of minerals in place . . . . . . . . . . . . . . . . . . . . . (881,770) (34,834)
Extensions, discoveries and other additions . . . . . . . . . . . . 20,556,953 707,811
Production(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,440,156) (467,056)
------------- -------------

Proved reserves as of December 31, 1994(3) . . . . . . . . . . . . . . . . . 76,263,964 4,553,267
============= =============

Proved developed reserves,
December 31, 1991 . . . . . . . . . . . . . . . . . . . . . . . . . 26,712,921 1,512,264
December 31, 1992 . . . . . . . . . . . . . . . . . . . . . . . . . 32,955,080 2,082,885
December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . 50,936,942 3,110,505
December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 46,406,448 3,209,387
</TABLE>
_________________
(1) Revisions of previous quantity estimates are related to upward or
downward variations based on current engineering information for
production rates, volumetrics and reservoir pressure. Additionally,
changes in quantity estimates are affected by the increase or decrease
in crude oil and natural gas prices at each year end. Proved reserves
as of December 31, 1994, were based upon $1.85 per Mcf and $15.09 per
barrel of oil, compared to $2.50 per Mcf and $12.87 per barrel of oil
as of December 31, 1993.

(2) Natural gas production for 1992, 1993, and 1994 excludes 1,148,862,
1,581,206, and 1,358,375 Mcf, respectively, delivered under the
Company's volumetric production payment agreement.

(3) Proved reserves for these periods exclude quantities subject to the
Company's volumetric production payment agreement.

F-22
<PAGE> 68
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS (UNAUDITED)

The standardized measure of discounted future net cash flows relating
to proved oil and gas reserves is as follows:

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------
1992 1993 1994
-------------- -------------- --------------

<S> <C> <C> <C>
Future gross revenues . . . . . . . . . . . . . . . . . $ 155,111,299 $ 218,321,639 $ 211,210,430
Future production and development costs . . . . . . . . (59,871,337) (75,769,590) (92,053,163)
------------- ------------- -------------

Future net cash flows before income taxes . . . . . . . 95,239,962 142,552,049 119,157,267
Future income taxes . . . . . . . . . . . . . . . . . . (20,955,655) (26,303,502) (14,143,796)
------------- ------------- -------------

Future net cash flows after income taxes . . . . . . . 74,284,307 116,248,547 105,013,471
Discount at 10% per annum . . . . . . . . . . . . . . . (27,701,313) (41,280,376) (38,541,504)
------------- ------------- -------------

Standardized measure of discounted future net cash flows
relating to proved oil and gas reserves . . . $ 46,582,994 $ 74,968,171 $ 66,471,967
============= ============= =============
</TABLE>

The standardized measure of discounted future net cash flows from
production of proved reserves was developed as follows:

1. Estimates are made of quantities of proved reserves and the future
periods during which they are expected to be produced based on
year-end economic conditions.

2. The estimated future gross revenues of proved reserves are priced on
the basis of year-end prices, except in those instances where fixed
and determinable gas price escalations are covered by contracts,
limited to the price the Company reasonably expects to receive.

3. The future gross revenue streams are reduced by estimated future costs
to develop and to produce the proved reserves, as well as certain
abandonment costs based on year-end cost estimates and the estimated
effect of future income taxes.

4. Future income taxes are computed by applying the statutory tax rate to
future net cash flows reduced by the tax basis of the properties, the
estimated permanent differences applicable to future oil and gas
producing activities and tax carryforwards.

The estimates of cash flows and reserve quantities shown above are
based on year-end oil and gas prices. Under Securities and Exchange Commission
rules, companies that follow the full-cost accounting method are required to
make quarterly "ceiling test" calculations, using prices in effect as of the
period end date presented (see Note 1). Application of these rules during
periods of relatively low oil and gas prices, even if of short-term seasonal
duration, may result in write-downs.

F-23
<PAGE> 69
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

The standardized measure of discounted future net cash flows is not
intended to present the fair market value of the Company's oil and gas property
reserves. An estimate of fair value would also take into account, among other
things, the recovery of reserves in excess of proved reserves, anticipated
future changes in prices and costs, an allowance for return on investment, and
the risks inherent in reserve estimates.

The following are the principal sources of change in the standardized
measure of discounted future net cash flows:

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------
1992 1993 1994
-------------- -------------- --------------

<S> <C> <C> <C>
Beginning balance . . . . . . . . . . . . . . . . . . . $ 37,174,904 $ 46,582,994 $ 74,968,171
------------- ------------- -------------

Revisions to reserves proved in prior years--
Net changes in prices, production costs and
future development costs . . . . . . . . 431,415 (4,140,177) (21,326,677)
Net changes due to revisions in quantity
estimates . . . . . . . . . . . . . . . 3,634,778 (2,860,642) (11,644,586)
Accretion of discount . . . . . . . . . . . . 4,925,028 5,543,984 8,376,078
Other . . . . . . . . . . . . . . . . . . . . (2,965,631) (4,485,723) (5,631,646)
------------- ------------- -------------

Total revisions . . . . . . . . . . . . . . . . . . . . 6,025,590 (5,942,558) (30,226,831)

New field discoveries and extensions, net of future
production and development costs . . . . . . . 1,265,681 13,972,435 15,585,767
Purchases of minerals in place . . . . . . . . . . . . 49,583,438 27,074,564 7,964,821
Sales of minerals in place . . . . . . . . . . . . . . (44,346,750) (85,174) (574,651)
Sales of oil and gas produced, net of
production costs . . . . . . . . . . . . . . . (6,819,538) (8,691,301) (12,168,695)
Previously estimated development costs incurred . . . . 481,141 1,992,967 5,053,417
Net change in income taxes . . . . . . . . . . . . . . 3,218,528 64,244 5,869,968
------------- ------------- -------------

Net change in standardized measure of discounted future
net cash flows . . . . . . . . . . . . . . . . 9,408,090 28,385,177 (8,496,204)
------------- ------------- -------------

Ending balance . . . . . . . . . . . . . . . . . . . . $ 46,582,994 $ 74,968,171 $ 66,471,967
============= ============= =============

</TABLE>

11. QUARTERLY RESULTS (UNAUDITED)

The following table presents summarized quarterly financial
information for the years ended December 31, 1992, 1993, and 1994, and the
three months ended March 31, 1995:

F-24
<PAGE> 70
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

<TABLE>
<CAPTION> Primary
Net Income Income Fully Diluted
Income Before (Loss) (Loss) Per Income (Loss)
Revenues Income Taxes (as Restated) Share(3) Per Share(3)
-------------- -------------- ------------- ---------- --------------
<S> <C> <C> <C> <C> <C>
1992
First Quarter $ 3,452,071 $ 873,902 $ 1,491,775 (2) $ 0.27 $ 0.27
Second Quarter 4,948,329 1,550,423 1,023,279 0.17 0.17
Third Quarter 5,760,656 2,039,670 1,346,182 0.21 0.21
Fourth Quarter 5,048,538 223,524 223,524 0.03 0.03
-------------- -------------- ------------ -------- ---------
Total $ 19,209,594 $ 4,687,519 $ 4,084,760 $ 0.67 $ 0.67
============== ============== ============ ======== =========

1993
First Quarter $ 5,325,054 $ 1,411,809 $ 988,266 $ 0.15 $ 0.15
Second Quarter 6,012,174 1,743,606 1,220,524 0.19 0.19
Third Quarter 6,603,605 1,905,880 1,441,549 0.22 0.19
Fourth Quarter 6,191,820 1,567,313 1,245,914 0.19 0.17
-------------- -------------- ------------ -------- ---------
Total $ 24,132,653 $ 6,628,608 $ 4,896,253 $ 0.74 $ 0.70
============== ============== ============ ======== =========

1994
First Quarter $ 6,138,535 $ 1,753,003 (1) $(15,561,976) (1) $ (2.36) (1) $ (2.36) (1)
Second Quarter 6,106,954 (1) 1,462,980 (1) 1,076,077 (1) 0.16 (1) 0.15 (1)
Third Quarter 6,962,612 1,439,620 (1) 1,130,398 (1) 0.17 (1) 0.16 (1)
Fourth Quarter 6,167,191 182,226 308,474 0.05 0.05
-------------- -------------- ------------ -------- ---------
Total $ 25,375,292 $ 4,837,829 $(13,047,027) $ (1.96) $ (1.96)
============== ============== ============ ======== =========

1995
First Quarter $ 6,258,588 $ 676,434 $ 524,600 $ 0.08 $ 0.08
============== ============== ============ ======== =========

</TABLE>
_________________

(1) In the fourth quarter of 1994, the Company changed its revenue
recognition policy for earned interests. See Note 2 "Change in
Accounting Principle" for further discussion. This change was
effective beginning January 1, 1994, and, accordingly, the cumulative
effect of this change ($(16,772,698) or $(2.52) per share) has been
reflected in the first quarter of 1994, and the first three quarters
have been restated to reflect the basis of the newly adopted
accounting principle. Net Income, Primary Income Per Share, and Fully
Diluted Income Per Share were previously reported as $814,325, $0.14,
and $0.14, respectively, for the first quarter of 1994; $1,140,197,
$0.19, and $0.17, respectively, for the second quarter of 1994; and
$768,161, $0.12, and $0.12, respectively, for the third quarter of
1994.

(2) In the fourth quarter of 1992, the Company elected to adopt SFAS No.
109 which changed the accounting for deferred income taxes. The
adoption is effective beginning January 1, 1992, and, accordingly, the
cumulative effect of this change has been reflected in the first
quarter of 1992. Net Income and Primary Income Per Share, previously
reported as $576,775 and $0.11, respectively, have been restated. See
Note 3, "Provision for Income Taxes" for further discussion.

(3) Amounts prior to the fourth quarter of 1994 have been retroactively
restated to give recognition to an equivalent change in capital
structure as a result of the 10% stock dividend. See Note 1, "Summary
of Significant Accounting Policies-Income (Loss) Per Share" for
further discussion.

F-25
<PAGE> 71
SWIFT ENERGY COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(INCLUDING NOTES APPLICABLE TO UNAUDITED PERIODS)

Pro forma amounts assuming the new earned interest recognition policy
is applied retroactively:

<TABLE>
<CAPTION>
Fully Diluted
Primary Income Income
Net Income Per Share Per Share
------------------- ------------------ ---------------
<S> <C> <C> <C>
1992
First Quarter $ 886,401 $ 0.16 $ 0.16
Second Quarter 978,411 0.16 0.16
Third Quarter 1,401,953 0.21 0.21
Fourth Quarter 463,086 0.07 0.07
------------- ------ -------
Total $ 3,729,851 $ 0.61 $ 0.61
============= ====== =======

1993
First Quarter $ 917,895 $ 0.14 $ 0.14
Second Quarter 1,247,263 0.19 0.19
Third Quarter 1,113,049 0.17 0.15
Fourth Quarter 1,044,271 0.16 0.15
------------- ------ -------
Total $ 4,322,478 $ 0.66 $ 0.63
============= ====== =======

1994
First Quarter $ 1,210,722 $ 0.18 $ 0.17
Second Quarter 1,076,077 0.16 0.15
Third Quarter 1,130,398 0.17 0.16
Fourth Quarter 308,474 0.05 0.05
------------- ------ -------
Total $ 3,725,671 $ 0.56 $ 0.56
============= ====== =======

1995
First Quarter $ 524,600 $ 0.08 $ 0.08
============= ====== =======
</TABLE>

F-26
<PAGE> 72
================================================================================

NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES NOR
DOES IT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER AT ANY TIME SHALL IMPLY THAT
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

____________________

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Investment Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Price Range of Common Stock and Dividend Policy . . . . . . . . . . . . . . . . . . . . . . 11
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Selected Consolidated Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . 15
Business and Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Incorporation of Certain Information by Reference . . . . . . . . . . . . . . . . . . . . . 43
Index to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . F-1

</TABLE>
================================================================================

================================================================================

[SWIFT ENERGY COMPANY LOGO]

4,400,000 SHARES

SWIFT ENERGY
COMPANY

COMMON STOCK

______________

PROSPECTUS

OPPENHEIMER & CO., INC.

MORGAN KEEGAN
& COMPANY, INC.

SOUTHCOAST CAPITAL
C O R P O R A T I O N

, 1995

================================================================================

<PAGE> 73
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses in connection with the issuance and
distribution of the securities being registered (other than underwriting
discounts and commissions) are set forth in the following itemized table:

<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,794
NASD Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,465
New York Stock Exchange Listing Fee . . . . . . . . . . . . . . . . . . . . . . . . 48,010
Pacific Stock Exchange Listing Fee . . . . . . . . . . . . . . . . . . . . . . . . 7,500
Transfer Agent's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000
Accounting Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000
Legal Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
Engineering Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000
Printing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,231
-------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 350,000
=============
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 2.02-1 of the Texas Business Corporation Act provides that a
corporation may indemnify its officers, directors, employees and agents for
expenses and costs incurred in certain proceedings arising out of actions taken
in their official capacity only if such persons were acting in good faith and
in a manner reasonably believed to be in or not opposed to the best interests
of the corporation, except in relation to matters in which they have been found
liable (i) to the corporation, or (ii) on the basis that personal benefit was
improperly received regardless of whether or not the benefit resulted from
action taken in their official capacity. In the case of any criminal
proceeding, such persons must also have had no reasonable cause to believe such
conduct was unlawful. Article 2.02-1 further provides that a corporation shall
indemnify its officers and directors against reasonable expenses incurred in
connection with proceedings arising out of actions taken in their official
capacity in which such persons have been wholly successful, on the merits or
otherwise, in the defense of such actions. The bylaws of the Company, as
amended, provide for indemnification in favor of the Company's directors,
officers, and employees to the fullest extent permitted by Article 2.02-1.
Additionally, the Company amended its Articles of Incorporation, with
shareholder approval, to confirm that the Company has the power to indemnify
certain persons in such circumstances as are provided in its bylaws. The
amendment further enables the Company to enter into additional insurance and
indemnity arrangements at the discretion of the board of directors. The
Company has entered into Indemnification Agreements with each of its officers
and directors, the form of which was approved by the shareholders of the
Company, that essentially indemnify such individuals to the fullest extent
permitted by law.

Reference is made to the indemnification provisions of Section 7 of
the Underwriting Agreement, the form of which is filed as Exhibit 1 hereto,
under which the Company has agreed to indemnify the Underwriters against
certain liabilities under the Securities Act of 1933, as amended (the "1933
Act"), and to contribute to payments the Underwriters may be required to make
in respect thereof.

Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant that has been informed
that

II-1
<PAGE> 74
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the 1933 Act and is therefore
unenforceable.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

1 -- Form of Underwriting Agreement

3(a)(1) -- Articles of Incorporation, as
amended through June 3, 1988
(incorporated by reference from
Exhibit 3(a)(1) to the Company's
Annual Report on Form 10-K for the
year ended December 31, 1988)

3(a)(2) -- Articles of Amendment to Articles of
Incorporation filed on June 4, 1990
(incorporated by reference from
Exhibit 3(a)(2) to the Company's
Annual Report on Form 10-K for the
year ended December 31, 1992)

3(b) -- Bylaws, as restated May 10, 1988
(incorporated by reference from
Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the year
ended December 31, 1988)

4(a) -- Specimen Common Stock Share
Certificate (incorporated by
reference from Company's
Registration Statement No. 33-30854
on Form S-1 filed on September 1,
1989)

4(b) -- Indenture dated as of June 30, 1993,
between Swift Energy Company and
Bank One, Texas, National
Association, as Trustee
(incorporated by reference from
Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the year
ended December 31, 1988)

5 -- Opinion of Jenkens & Gilchrist, A
Professional Corporation, regarding
legality

10(a)(1) -- Amended and Restated Credit
Agreement dated March 1, 1994, among
Swift Energy Company, Bank One,
Texas, National Association and Bank
of Montreal (incorporated by
reference from Exhibit 3(b) to the
Company's Annual Report on Form 10-K
for the year ended December 31,
1988)

10(a)(2) -- First Amendment dated June 15, 1994,
to Amended and Restated Credit
Agreement dated March 1, 1994, among
Swift Energy Company, Bank One,
Texas, National Association, and
Bank of Montreal (incorporated by
reference from Exhibit 3(b) to the
Company's Annual Report on Form 10-K
for the year ended December 31,
1988)

10(a)(3) -- Second Amendment dated December 31,
1994, to Amended and Restated Credit
Agreement dated March 1, 1994, among
Swift Energy Company, Bank One,
Texas, National Association, and
Bank of Montreal (incorporated by
reference from Exhibit 3(b) to the
Company's Annual Report on Form 10-K
for the year ended December 31,
1988)

II-2
<PAGE> 75
10(b)(1) -- Amended and Restated Credit
Agreement dated March 24, 1992
between Swift Energy Company and
Bank One, Texas, National
Association (incorporated by
reference from Exhibit 3(b) to the
Company's Annual Report on Form 10-K
for the year ended December 31,
1988)

10(b)(2) -- First Amendment effective May 13,
1993, to Amended and Restated Credit
Agreement dated March 24, 1992,
between Swift Energy Company and
Bank One, Texas, National
Association (incorporated by
reference from Company's Annual
Report on Form 10-K for the year
ended December 31, 1994)

10(b)(3) -- Second Amendment effective December
31, 1993, to Amended and Restated
Credit Agreement dated March 24,
1992, between Swift Energy Company
and Bank One, Texas, National
Association (incorporated by
reference from Company's Annual
Report on Form 10-K for the year
ended December 31, 1994)

10(b)(4) -- Third Amendment dated December 31,
1994, to Amended and Restated Credit
Agreement dated March 24, 1992,
between Swift Energy Company and
Bank One, Texas, National
Association (incorporated by
reference from Company's Annual
Report on Form 10-K for the year
ended December 31, 1994)

10(c)+ -- Indemnity Agreement dated July 8,
1988 between Swift Energy Company
and A. Earl Swift (plus schedule of
other persons with whom similar
Indemnity Agreements have been
entered into) (incorporated by
reference from Company's
Registration Statement No. 33-30854
on Form S-1 filed on September 1,
1989)

10(d) -- Amended and Restated Swift Energy
Company 1990 Stock Compensation Plan.

10(e) -- Swift Energy Company 1990
Nonqualified Stock Option Plan
(incorporated by reference from
Company's Registration Statement No.
33-36310 on Form S-8 filed on August
10, 1990)

10(g) -- Purchase and Sale Agreement dated
May 27, 1992 between Swift Energy
Company and Enron Reserve
Acquisition Corp. (incorporated by
reference from Exhibit 3(b) to the
Company's Annual Report on Form 10-K
for the year ended December 31,
1988)

10(h) -- Purchase and Sale Agreement dated
May 12, 1992 between Swift Energy
Company and Riverwood Energy
Resources, Inc. (incorporated by
reference from Exhibit 3(b) to the
Company's Annual Report on Form 10-K
for the year ended December 31,
1988)

10(i) -- Agreement and Release between Swift
Energy Company and Virgil Neil Swift
effective June 1, 1994

21 -- Subsidiaries of Swift Energy Company

23(a) -- Consent of Jenkens & Gilchrist, a
Professional Corporation (contained
in its opinion filed as Exhibit 5)

II-3
<PAGE> 76
23(b) -- Consent of Arthur Andersen LLP

23(c) -- Consent of H.J. Gruy and Associates,
Inc.

24 -- Power of Attorney (a power of
attorney pursuant to which
amendments to the Registration
Statement may be filed is included
on the signature pages hereof)

99(a) -- The summary of H.J. Gruy and
Associates, Inc. report
dated June 20, 1995

99(b) -- The summary of H.J. Gruy and
Associates, Inc. report dated
February 17, 1995 pertaining to
proved reserves of Swift Energy
Company (incorporated by reference
from Exhibit 99(A) to the Company's
Annual Report for the fiscal year
ended December 31, 1994 on Form
10-K) as of December 31, 1994.

99(c) -- Summary report of H.J. Gruy and
Associates, Inc. dated February 10,
1993 pertaining to the Company's
proved oil and gas reserves as of
December 31, 1992 (incorporated by
reference from Exhibit 28(a) to the
Company's Annual Report on Form 10-K
for the year ended December 31,
1992)

99(d) -- Summary report of Gruy Engineering
Corporation dated February 20, 1992
pertaining to the Company's proved
oil and gas reserves as of December
31, 1991 (incorporated by reference
from Exhibit 28(a) to the Company's
Annual Report on Form 10-K for the
year ended December 31, 1991)

99(e) -- Summary report of Gruy Engineering
Corporation dated March 14, 1991
pertaining to the Company's proved
oil and gas reserves as of December
31, 1990 (incorporated by reference
from Exhibit 28(a) to the Company's
Annual Report on Form 10-K for the
year ended December 31, 1990)

All other schedules and historical information have been omitted
because they are not applicable, not required under the instructions or the
information requested is set forth in the Company's Consolidated Financial
Statements or related notes thereto.

ITEM 17. UNDERTAKINGS

The undersigned Company hereby undertakes that:

(1) For purposes of determining any liability under the
1933 Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Company pursuant to
Rule 424(b)(1) or (4) or 497(h) under the 1933 Act shall be deemed to
be part of this Registration Statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the
1933 Act, each post-effective amendment that contains a form of
prospectus 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.

II-4
<PAGE> 77
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described in Item 14 above, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company 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 1933 Act and will be governed by the
final adjudication of such issue.

II-5
<PAGE> 78
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, Swift Energy Company, the Registrant, 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 19th day of
June, 1995.

SWIFT ENERGY COMPANY

By: /s/ A. EARL SWIFT
------------------------------------
A. Earl Swift
Chairman of the Board, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated, in multiple counterparts with the
effect of one original. Each person whose signature appears below as a
signatory to this Registration Statement constitutes and appoints A. Earl Swift
and Virgil N. Swift, each with full power to act without the other, his true
and lawful attorney-in-fact and agent 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 to this Registration Statement, and
to file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent or his substitute may lawfully do or cause to be done by virtue
hereof.

<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ A. Earl Swift Chairman of the Board, Director, June 19, 1995
A. Earl Swift President and Chief Executive Officer

/s/ Virgil N. Swift Vice Chairman of the Board, Director June 19, 1995
Virgil N. Swift and Executive Vice President-Business
Development

/s/ John R. Alden Senior Vice President -- Finance, June 19, 1995
John R. Alden Chief Financial Officer and Secretary

</TABLE>

II-6
<PAGE> 79
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Alton D. Heckaman, Jr. Vice President and Controller, June 19, 1995
Alton D. Heckaman, Jr. Principal Accounting Officer

/s/ G. Robert Evans Director June 19, 1995
G. Robert Evans

/s/ Raymond O. Loen Director June 19, 1995
Raymond O. Loen

/s/ Henry C. Montgomery Director June 19, 1995
Henry C. Montgomery

/s/ Clyde W. Smith, Jr. Director June 19, 1995
Clyde W. Smith, Jr.

/s/ Harold J. Withrow Director June 19, 1995
Harold J. Withrow
</TABLE>

II-7
<PAGE> 80
INDEX TO EXHIBITS

Exhibit No.

1 -- Form of Underwriting Agreement

5 -- Opinion of Jenkens & Gilchrist,
Professional Corporation, regarding
legality

10(d) -- Amended and Restated Swift Energy
Company 1990 Stock Compensation Plan.

10(i) -- Agreement and Release between Swift
Energy Company and Virgil Neil Swift
effective June 1, 1994

21 -- Subsidiaries of Swift Energy Company

23(a) -- Consent of Jenkens & Gilchrist, a
Professional Corporation (contained
in its opinion filed as Exhibit 5)
23(b) -- Consent of Arthur Andersen LLP

23(c) -- Consent of H.J. Gruy and Associates,
Inc.

99(a) -- The summary of H.J. Gruy and
Associates, Inc. report
dated June 20, 1995

<PAGE> 1

4,400,000 Shares

SWIFT ENERGY COMPANY

Common Stock

UNDERWRITING AGREEMENT

July [_______], 1995

Oppenheimer & Co., Inc.
Morgan Keegan & Company, Inc.
Southcoast Capital Corporation
c/o Oppenheimer & Co., Inc.
Oppenheimer Tower
World Financial Center
New York, New York 10281

On behalf of the Several
Underwriters named on
Schedule I attached hereto.

Ladies and Gentlemen:

Swift Energy Company, a Texas corporation (the "Company"), proposes to
sell to you and the other underwriters named on Schedule I to this Agreement
(the "Underwriters"), for whom you are acting as Representatives, an aggregate
of 4,400,000 shares (the "Firm Shares") of the Company's common stock, par
value $.01 per share ("Common Stock"). In addition, the Company proposes to
grant to the Underwriters an option to purchase up to an additional 660,000
shares (the "Option Shares") of Common Stock from it for the purpose of
covering over-allotments in connection with the sale of the Firm Shares. The
Firm Shares and the Option Shares are together called the "Shares."

1. Sale and Purchases of the Shares. On the basis of the
representations, warranties and agreements contained in, and subject to the
terms and conditions of, this Agreement:

(a) The Company agrees to sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase from
the Company, at $[_______] per share (the "Initial Price"), the number
of Firm Shares set forth opposite such Underwriter's name on Schedule
I.

(b) The Company grants to the several Underwriters an
option to purchase, severally and not jointly, all or any part of the
Option Shares at the Initial Price. The number of Option Shares to be
purchased by each Underwriter shall be the same percentage (adjusted
by the Representatives to eliminate fractions) of the total number of
Option Shares to be purchased by the Underwriters as such Underwriter
is purchasing of the Firm Shares. Such option may be exercised only
to cover over allotments in the sales of the Firm Shares by the
Underwriters and may be exercised in whole or in part at any time on
or before 12:00 noon, New York City time, on the business day before
the Firm Shares Closing Date (as defined below), and only once
<PAGE> 2
thereafter within 30 days after the date of this Agreement, in each
case upon written, fax or telegraphic notice, or verbal or telephonic
notice confirmed by written, fax or telegraphic notice, by the
Representatives to the Company no later than 12:00 noon, New York City
time, on the business day before the Firm Shares Closing Date or at
least two business days before the Option Shares Closing Date (as
defined below), as the case may be, setting forth the number of Option
Shares to be purchased and the time and date (if other than the Firm
Shares Closing Date) of such purchase.

2. Delivery and Payment. Delivery by the Company of the Firm
Shares to the Representatives for the respective accounts of the Underwriters,
and payment of the purchase price by certified or official bank check or checks
payable in New York Clearing House (next day) funds to the Company, shall take
pace at the offices of Oppenheimer & Co., Inc., at Oppenheimer Tower, World
Financial Center, New York, New York 10281, at 10:00 a.m., New York City time,
on the third business day following the date of this Agreement, or at such time
on such other date, not later than eight business days after the date of this
Agreement, as shall be agreed upon by the Company and the Representatives (such
time and date of delivery and payment are called the "Firm Shares Closing
Date").

If the option with respect to the Option Shares is exercised, delivery
by the Company of the Option Shares to the Representatives for the respective
accounts of the Underwriters and payment of the purchase price by certified or
official bank check or checks payable in New York Clearing House (next day)
funds to the Company shall take place at the offices of Oppenheimer & Co., Inc.
specified above at the time and on the date (which may be the same date as, but
shall not be earlier than, the Firm Shares Closing Date) specified in the
notice referred to in Section 1(b) (such time and date of delivery and payment
are called "Option Shares Closing Date"). The Firm Shares Closing Date and the
Option Shares Closing Date are called, individually, a "Closing Date" and,
together, the "Closing Dates."

Certificates evidencing the Shares shall be registered in such names
and shall be in such denominations as the Representatives shall request at
least two full business days before the Firm Shares Closing Date or, in the
case of Option Shares, on the day of notice of exercise of the option as
described in Section 1(b) and shall be made available to the Representatives
for checking and packaging, at such place as is designated by the
Representatives, on the full business day before the Firm Shares Closing Date
(or the Option Shares Closing Date in the case of the Option Shares).

3. Registration Statement and Prospectus: Public Offering. The
Company has prepared in conformity with the requirements of the Securities Act
of 1933, as amended (the "Securities Act"), and the published rules and
regulations thereunder (the "Rules") adopted by the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-2 (No.33 -
[_______]), including a preliminary prospectus relating to the Shares, and has
filed with the Commission the Registration Statement (as hereinafter defined)
and such amendments thereto as may have been required to the date of this
Agreement. Copies of such Registration Statement (including all amendments
thereto) and of the related preliminary prospectus have heretofore been
delivered by the Company to you. The term "preliminary prospectus" means any
preliminary prospectus (as described in Rule 430 of the Rules) included at any
time as part of the Registration Statement. The Registration Statement as
amended at the time and on date it becomes effective (the "Effective Date"),
including all exhibits and information, if any, deemed to be part of the
Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, is
called the "Registration Statement." The term "Prospectus" means the
prospectus in the form first used to confirm sales of the Shares (whether such
prospectus was included in the Registration Statement at the time of
effectiveness or was subsequently filed with the Commission pursuant to Rule
424(b) of the Rules). Any reference herein to the Registration Statement, the
Prospectus, any amendment or supplement thereto or any preliminary prospectus
shall be deemed to refer to and include the documents incorporated by reference
therein.

The Company understands that the Underwriters propose to make a public
offering of the Shares, as set forth in and pursuant to the Prospectus, as soon
after the Effective Date and the date of this

- 2 -
<PAGE> 3
Agreement as the Representatives deem advisable. The Company hereby confirms
that the Underwriters and dealers have been authorized to distribute or cause
to be distributed each preliminary prospectus and are authorized to distribute
the Prospectus (as from time to time amended or supplemented if the Company
furnishes amendments or supplements thereto to the Underwriters).

4. Representations and Warranties of the Company and the Parent.
The Company hereby represents and warrants to each Underwriter as follows:

(a) On the Effective Date the Registration Statement
complied, and on the date of the Prospectus, on the date any
post-effective amendment to the Registration Statement shall become
effective, on the date any supplement of amendment to the Prospectus
is filed with the Commission and on each Closing Date, the
Registration Statement and the Prospectus (and any amendment thereof
or supplement thereto) will comply, in all material respects, with the
applicable provisions of the Securities Act, the Rules and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
the rules and regulations of the Commission thereunder; the
Registration Statement did not, as of the Effective Date, contain any
untrue statement of a material fact or omit to state any material fact
required to be state therein or necessary in order to make the
statements therein not misleading; and on the other dates referred to
above neither the Registration Statement nor the Prospectus, nor any
amendment thereof or supplement thereto, will contain any untrue
statement of a material fact or will omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein not misleading. When any related preliminary
prospectus was first filed with the Commission (whether filed as part
of the Registration Statement or any amendment thereto or pursuant to
Rule 424(a) of the Rules) and when any amendment thereof or supplement
thereto was first filed with the Commission, such preliminary
prospectus as amended or supplemented complied in all material
respects with the applicable provisions of the Securities Act and the
Rules and did not contain any untrue statement of a material fact or
omit to state any material act required to be stated therein or
necessary in order to make the statements therein not misleading.
Notwithstanding the foregoing, the Company makes no representation or
warranty as to the last paragraph of the cover page of the Prospectus,
the paragraph with respect to stabilization on the inside front cover
page of the Prospectus and the statements contained under the caption
"Underwriting" in the Prospectus (collectively, the "Underwriter
Information"). The Company acknowledges that the Underwriter
Information constitutes the only information furnished in writing by
the Representatives on behalf of the several Underwriters specifically
for inclusion in the Registration Statement, any preliminary
prospectus or the Prospectus.

(b) There are no contracts and other documents required
to be filed as exhibits to the Registration Statement that are
required to be filed with the Commission as exhibits to the
Registration Statement or to any of the documents incorporated by
reference therein by the Securities Act or the Exchange Act, as
applicable, and by the rules and regulations of the Commission
thereunder that have not been so filed.

(c) The documents incorporated by reference in the
Registration Statement, the Prospectus, any amendment or supplement
thereto or any preliminary prospectus, when they became or become
effective under the Act or were or are filed with the Commission under
the Exchange Act as the case may be, conformed or will conform in all
material respects with the requirements of the Securities Act or the
Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder.

(d) The financial statements of the Company (including
all notes and schedules thereto) included in the Registration
Statement and Prospectus present fairly the financial position, the
results of operations and cash flows and the stockholder' equity and
the other information purported to be shown therein of the Company at
the respective dates and for the respective periods to which they
apply; and such financial statements have been prepared in conformity
with

- 3 -
<PAGE> 4
generally accepted accounting principles, consistently applied
throughout the periods involved, and all adjustments necessary for a
fair presentation of the results for such periods have been made.

(e) Arthur Andersen, L.L.P. whose reports are filed with
the Commission as a part of the Registration Statement, are and,
during the periods covered by their reports, were independent public
accountants as required by the Securities Act and the Rules.

(f) The Company and each of its subsidiaries (the
"Subsidiaries") have each been duly incorporated and are validly
existing as corporations in good standing under the laws of the State
of [TEXAS]. The Company has no subsidiary or subsidiaries and does
not control, directly or indirectly, any corporation, partnership,
joint venture, association or other business organization except as
listed on Exhibit 21 to the Registration Statement. The Company and
each Subsidiary is duly qualified and in good standing as a foreign
corporation each jurisdiction in which the character or location of
its assets or properties (owned, leased or license) or the nature of
its business makes such qualification necessary except for such
jurisdictions where the failure to so qualify would not have a
material adverse effect upon the assets or properties, business,
results of operations, prospects or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole (a "Material
Adverse Effect"). Except as disclosed in the Registration Statement
and the Prospectus, neither the Company nor any Subsidiary owns,
leases or licenses any asset or property or conduct any business
outside the United States of America. The Company and each Subsidiary
has all requisite corporate power and authority, and all necessary
authorizations, approvals, consents, orders, licenses, certificates
and permits of and from all governmental or regulatory bodies or any
other person or entity ("Approvals"), to own, lease and license its
assets and properties and conduct its businesses as now being
conducted and as described in the Registration Statement and the
Prospectus except for such Approvals the failure to so obtain would
not have a Material Adverse Effect; no such Approval contains a
materially burdensome restriction other than as disclosed in the
Registration Statement and the Prospectus; and the Company has all
such corporate power and authority, and such Approvals to enter into,
deliver and perform this Agreement and to issue and sell the Shares
(except as may be required under the Securities Act and state and
foreign Blue Sky laws).

(g) The Company and each Subsidiary owns or possesses
adequate and enforceable rights to use all trademarks, trademark
applications, trade names, service marks, copyrights, copyright
applications, licenses, know-how and other similar rights and
proprietary knowledge (collectively, "Intangibles") necessary for the
conduct of its business as described in the Registration Statement and
the Prospectus. Neither the Company nor any Subsidiary has received
any notice of, or to its knowledge after due investigation
("Knowledge") is not aware of, any infringement of or conflict with
asserted rights of others with respect to any Intangibles which,
singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a Material Adverse Effect.

(h) The Company or the applicable Subsidiary has good
title to each of the items of personal property which are reflected in
the financial statements referred to in Section 4(c) or are referred
to in the Registration Statement and the Prospectus as being owned by
it and valid and enforceable leasehold interests in each of the items
of real and personal property which are referred to in the
Registration Statement and the Prospectus as being leased by it, in
each case free and clear of all liens, encumbrances, claims, security
interests and defects, other than those described in the Registration
Statement and the Prospectus and those which do not and will not have
a Material Adverse Effect.

(i) There is no action, suit, proceeding, litigation or
governmental or other proceeding or investigation before any court or
before any court or before or by any public body or board ("Action")
pending or, to the Company's or each Subsidiary's Knowledge,
threatened

- 4 -
<PAGE> 5
(and neither the Company nor such Subsidiary has any Knowledge of any
basis therefor) against, or involving the assets, properties or
business of, the Company or any Subsidiary which litigation or other
proceeding or investigation would have a Material Adverse Effect.

(j) Subsequent to the respective dates as of which
information is given in Registration Statements and the Prospectus,
except as described therein, (i) there has not been any change with
respect to the Company or any Subsidiary that would cause a Material
Adverse Effect, whether or not arising from transactions in the
ordinary course of business; (ii) neither the Company nor any
Subsidiary has sustained any material loss of interference with its
assets, businesses or properties (whether owned or leased) from fire,
explosion, earthquake, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or any court or legislative or
other governmental action, order or decree; and (iii) and since the
date of the latest balance sheet included in the Registration
Statement and the Prospectus, except as reflected therein, neither the
Company nor any Subsidiary has (a) issued any securities or incurred
any liability or obligation, direct or contingent, for borrowed money,
except such liabilities or obligations incurred in the ordinary course
of business, (b) entered into any transaction not in the ordinary
course of business or (c) declared or paid any dividend or made any
distribution on any shares of its capital stock or redeemed, purchased
or otherwise acquired or agreed to redeem, purchase or otherwise
acquire any shares of its capital stock.

(k) There is no document or contract of a character
required to be described in the Registration Statement or Prospectus
which is not described as required. Each agreement listed in the
Exhibits to the Registration Statement is in full force and effect and
is valid and enforceable by and against the Company or the applicable
Subsidiary in accordance with its terms, assuming the due
authorization, execution and delivery thereof by each of the other
parties thereto and applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (the
"Enforceability Exceptions"). Neither the Company nor any Subsidiary,
nor, to the Company's or such Subsidiary's Knowledge, any other party
is in default in the observance or performance of any term or
obligation to be performed by it under any such agreement, and no
event has occurred which with notice or lapse of time or both would
constitute a default, in the due performance and observance of any
term, covenant or condition, by the Company or any Subsidiary of any
other agreement or instrument to which the Company is a party or by
which it or its properties or business may be bound or affected which
default or event would have Material Adverse Effect. No default
exists, and no event has occurred which with notice or lapse of time
or both would constitute a default, in the due performance and
observance of any term, covenant or condition, by the Company or any
Subsidiary of any other agreement or instrument to which the Company
or any Subsidiary is a party or by which it or its properties or
business may be bound or affected which default or event would have a
Material Adverse Effect.

(l) Neither the Company nor any Subsidiary is in
violation of any term or provision of its charter or by-laws or of any
franchise, license, permit, judgment, decree, order, statute, rule or
regulation, where the consequences of such violation would have a
Material Adverse Effect.

(m) Neither the execution, delivery and performance of
this Agreement by the Company nor the consummation of any of the
transactions contemplated hereby (including, without limitation, the
issuance and sale by the Company of the Shares) will give rise to a
right to terminate or accelerate the due date of any payment due
under, or conflict with or result in the breach of any term or
provision of, or constitute a default (or an event which with notice
or lapse of time or both would constitute a default) under, or require
any consent or waiver under, or result in the execution or imposition
of any lien, charge or encumbrance upon any properties or assets of
the Company or any Subsidiary pursuant to the terms of, any indenture,
mortgage, deed of trust or other agreement or instrument to which the
Company or any Subsidiary is a party or

- 5 -
<PAGE> 6
by which it or any of its properties or businesses is bound, or any
franchise, license, permit, judgment, decree, order, statute, rule or
regulation applicable to the Company or any Subsidiary or violate any
provision of the charter or by-laws of the Company or any Subsidiary,
except for such consents or waivers which have already been obtained
and are in full force and effect.

(n) The Company has authorized and outstanding capital
stock as set forth under the caption "Capitalization" in the
Prospectus. All of the outstanding shares of Common Stock have been
duly and validly issued and are fully paid and nonassessable and none
of them was issued in violation of any preemptive or other similar
right. The Shares, when issued and sold pursuant to this Agreement,
will be duly and validly issued, fully paid and nonassessable and none
of them will be issued in violation of any preemptive or other similar
right. Except as disclosed in the Registration Statement and the
Prospectus, there is no outstanding option, warrant or other right
calling for the issuance of, and there is no commitment, plan or
arrangement to issue, any share of capital stock of the Company or any
Subsidiary or any security convertible into, or exercisable or
exchangeable for, such capital stock. The Common Stock and the Shares
conform in all material respects to all statements in relation thereto
contained in the Registration Statement and the Prospectus.

(o) No holder of any security of the Company or any
Subsidiary has the right to have any security owned by such holder
included in the Registration Statement or to demand registration of
any security owned by such holder during the period ending 120 days
after the date of this Agreement. Each stockholder, director and
executive officer of the Company has delivered to the Representatives
his enforceable written agreement that he will not, for 120 days after
the date of this Agreement, offer for sale, sell, distribute, grant
any option for the sale of, or otherwise dispose of, directly or
indirectly, or exercise any registration rights with respect to, any
shares of Common Stock (or any securities convertible into,
exercisable for, or exchangeable for any shares of Common Stock) owned
by him, without the prior written consent of the Representatives.

(p) All necessary corporate action has been duly and
validly taken by the Company to authorize the execution, delivery and
performance of this Agreement and the issuance and sale of the Shares
by the Company. This Agreement has been duly and validly authorized,
executed and delivered by the Company and constitute and will
constitute legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their respective
terms, except (A) as the enforceability thereof may be limited by the
Enforceability Exceptions, and (B) to the extent that rights to
indemnity or contribution under this Agreement may be limited by
Federal and state securities laws or the public policy underlying such
laws.

(q) Neither the Company nor any Subsidiary is involved in
any labor dispute nor, to its Knowledge, is any such dispute
threatened, which dispute would have a Material Adverse Effect.

(r) No transaction has occurred between or among the
Company or any Subsidiary and any their officers or directors or any
affiliate or affiliates of any such officer or director that is
required to be described in and is not described in the Registration
Statement and the Prospectus.

(s) Neither the Company nor any Subsidiary has taken, nor
will it take, directly or indirectly, any action designed to or which
might reasonably be expected to cause or result in, or which has
constituted or which might reasonably be expected to constitute, the
stabilization or manipulation of the price of the Common Stock to
facilitate the sale or resale of any of the Shares.

- 6 -
<PAGE> 7
(t) The Company has filed all Federal, state, local and
foreign tax returns which are required to be filed through today, or
has received extensions thereof, and has paid all taxes shown on such
returns and all assessments received by it to the extent that the same
are material and have become due.

(u) The Shares have been duly authorized for quotation on
the New York Stock Exchange ("NYSE").

(v) The Company has complied with all the requirements
and filed the required forms as specified in Florida Statues Section
517.075.

(w) The information underlying the estimates of the
reserves of the Company and its Subsidiaries that was supplied by the
Company to H.J. Gruy and Associates, Inc. ("HJG") for the purposes of
preparing the reserve reports and estimates of proved reserves of the
Company disclosed in the Prospectus, including, without limitation,
production, costs of operation and future operations and sales of
production, was true and correct in all material respects on the dates
such estimates were made, and such information was supplied and was
prepared in accordance with customary industry practices; to the
Company's Knowledge, HJG were, as of June [____], 1995, the date of
the reserve report prepared by them that is referenced in the
Prospectus, and are, as of the date hereof, independent petroleum
engineers with respect to the Company; other than normal production of
the reserves and intervening spot market product price fluctuations,
and except as disclosed in the Registration Statement and the
Prospectus, neither the Company nor any Subsidiary is aware of any
facts or circumstances that would result in a materially adverse
change in the reserves in the aggregate, or the aggregate present
value of future net cash flows therefrom as described in the
Prospectus and as reflected in the reserve report prepared by HJG;
estimates of such reserves and present value as described in the
Prospectus and reflected in the reserve report referenced therein
company in all material respects to the applicable requirements of the
rules and regulations promulgated under the Securities Act.

(x) HJG, whose summary reserve report is included in the
Registration Statement and the Prospectus, are independent petroleum
engineers with respect to the Company and the Subsidiaries.

(y) The Company and each Subsidiary maintains reasonably
adequate insurance.

5. Conditions of the Underwriters' Obligations. The obligations
of the Underwriters under this Agreement are several and not joint. The
respective obligations of the Underwriters to purchase the Shares are subject
to each of the following terms and conditions:

(a) The Prospectus shall have been timely filed with the
Commission in accordance with Section 6(a).

(b) No order preventing or suspending the use of any
preliminary prospectus or the Prospectus shall have been or shall be
in effect and no order suspending the effectiveness of the
Registration Statement shall be in effect and no proceeding for such
purpose shall be pending before or threatened by the Commission, and
any requests for additional information on the part of the Commission
(to be included in the Registration Statement or the Prospectus or
otherwise) shall have been complied with to the satisfaction of the
Representatives.

(c) The representations and warranties of the Company
contained in this Agreement and in the certificates delivered pursuant
to Section 5(d) shall be true and correct when made and on and as of
each Closing Date as if made on such date and the Company shall have
performed all covenants and agreements and satisfied all the
conditions contained in this Agreement required to be performed or
satisfied by it at or before such Closing Date.

- 7 -
<PAGE> 8
(d) The Representatives shall have received from the
Company a certificate, signed by the Chief Executive Officer or the
Chief Operating Officer and by the Chief Financial Officer of the
Company, dated the Closing Date, to the effect that, to the best of
their knowledge after due investigation:

(i) the representations and warranties of the
Company in this Agreement are true and correct, as if made at
and as of each Closing Date, and the Company has complied with
all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to each Closing
Date;

(ii) no stop order suspending the effectiveness of
the Registration Statement has been issued, and no proceeding
for that purpose has been instituted or is threatened, by the
Commission;

(iii) since the effective date of the Registration
Statement, there has occurred no event required to be set
forth in an amendment or supplement to the Registration
Statement or Prospectus that has not been so set forth, and
there has been no document required to be filed under the
Exchange Act and the rules and regulations of the Commission
thereunder that upon such filing would be deemed to be
incorporated by reference in the Prospectus that has not been
so filed; and

(iv) that the signer of such certificate has
reviewed and understands the provisions of Section 517.075 of
the Florida Statues, and represents that the Company has
complied, and at all times will comply, with all provisions of
Section 517.075 and further, that as of such Closing Date,
neither the Company nor any of its affiliates does business
with the government of Cuba or with any person or affiliate
located in Cuba.

(e) The Representatives shall have received on the
Effective Date, at the time this Agreement is executed and on each
closing Date a signed letter from Arthur Andersen, L.L.P. addressed to
the Representatives and dated, respectively, the Effective Date, the
date of this Agreement and each such Closing Date, in form and
substance reasonably satisfactory to the Representative, confirming
that they are independent accounts within the meaning of the
Securities Act and the Rules, that the response to Item 10 of the
Registration Statement is correct insofar as it relates to them and
stating in effect that:

(i) in their opinion the audited financial
statements and financial statement schedules included in, or
incorporated by reference into, the Registration Statement and
the Prospectus and reported on by them comply as to form in
all material respects with applicable accounting requirements
of the Securities Act and the Rules:

(ii) on the basis of a reading the latest
available interim financial statements of the Company,
inquiries of officials of the Company who have responsibility
for financial and accounting matters and other specified
procedures, nothing came to their attention that caused them
to believe that:

(A) the unaudited financial statements
included in, or incorporated by reference into, the
Registrations Statement do not comply in form in all
material respects with the applicable accounting
requirements of the Securities Act, and the Rules or
are not in conformity with generally accepted
accounting principles applied on a basis
substantially consistent with that of the audited
financials in the Registration Statement;

(B) at the date of the latest available
balance sheet read by such accountants, or at a
subsequent specified date not more than five days
prior to

- 8 -
<PAGE> 9
the date of this Agreement, there was any change in
the capital stock or any increase in short-term debt
or long-term debt of the Company or any decrease in
consolidated net current assets or shareholders'
equity, as compared with the amounts shown on the
latest balance sheet included in the Prospectus; or

(C) for the period from the closing date
of the last income statement included in the
Prospectus to the closing date of the latest
available income statement read by such accountants
or to the subsequent specified date referred to in
clause (B), there were any decreases, as compared
with the periods of corresponding length commencing
April 1, 1994, in consolidated revenues, operating
income, net income or earnings per share;

except in all cases set forth in clauses (B) and (C) for
changes, increases or decreases which the Prospectus discloses
have occurred or may occur or which are described in such
letter; and

(iii) they have performed certain other procedures
as a result of which they determined that certain information
of an accounting, financial nature (which is limited to
accounting, financial or statistical information derived from
the general accounting records of the Company) set forth in
the Registration Statement and the Prospectus and the
prospectus and reasonably specified by the Representatives
agrees with the accounting records of the Company.

References to the Registration Statement and the Prospectus in this
paragraph (e) are to such documents as amended and supplemented at the date of
the letter.

(f) The Representatives shall have received on each
Closing Date from Jenkens & Gilchrist, a professional corporation,
counsel for the Company, an opinion, addressed to the Representatives
and dated such Closing Date, and stating in effect that:

(i) Each Company and Subsidiary is validly
existing as a corporation in good standing under the laws of
the State of [TEXAS]. To such counsel's knowledge after due
investigation, the Company has no subsidiary and does not
control, directly or indirectly, any corporation, partnership,
joint venture, association or other business organization
except as listed on Exhibit 21 to the Registration Statement.
The Company and each Subsidiary is duly qualified and in good
standing as a foreign corporation in each jurisdiction which
the character or location of this assets or properties (owned,
leased or licensed) or the nature of its businesses makes such
qualifications necessary, except for such jurisdictions where
the failure to so qualify would not have a Material Adverse
Effect.

(ii) The Company or an applicable Subsidiary has
all requisite corporate power and authority to own, lease and
license its assets and properties and conduct its business as
now being conducted and as described in the Registration
Statements and the Prospectus; and the Company has all
requisite corporate power and authority and all necessary
authorizations, approvals, consents, orders, licenses,
certificates and permits to enter into, deliver and perform
this Agreement and to issue and sell the Shares other than
those required under the Securities Act and state foreign Blue
Sky laws.

(iii) The Company has authorized and issued capital
stock as set forth in the Registration Statement and the
Prospectus; the certificates evidencing the Shares are in due
and proper legal form and have been duly authorized for
issuance by the Company; all of the outstanding shares of
Common Stock have been duly and validly authorized and have
been duly and validly issued and are fully paid and
nonassessable and none of them

- 9 -
<PAGE> 10
was issued in violation of any preemptive or other similar
right. The Shares when issued and sold pursuant to this
Agreement will be duly and validly issued, outstanding, fully
paid and nonassessable and none of them will have been issued
in violation of any preemptive or other similar right. To
such counsel's knowledge after due investigation, except as
disclosed in the Registration Statement and the Prospectus,
there is no outstanding option, warrant or other right calling
for the issuance of, and no commitment, plan or arrangement to
issue, any share of capital stock of the Company or any
Subsidiary or any security convertible into, exercisable for,
or exchangeable for capital stock of the Company or any
Subsidiary. The Common Stock and the Shares conform in all
material respects to the descriptions thereof contained in the
Registration Statement and the Prospectus.

(iv) The agreement of the Company's stockholders,
directors and officers stating that for 120 days from the date
of this Agreement they will not, without the Representatives'
prior written consent sell, grant any option for the sale of,
or otherwise dispose of, directly any shares of Common Stock
(or any securities convertible into, exercisable for, or
exchangeable for any shares of Common Stock) owned by them has
been duly and validly delivered by such persons and
constitutes the legal, valid and binding obligation of each
such person enforceable against each such person in accordance
with its terms, except as the enforceability thereof many be
limited by the Enforceability Exceptions.

(v) All necessary corporate action has been duly
and validly taken by the Company to authorize the execution,
delivery and performance of this Agreement and the issuance
and the sale of the Shares. This Agreement has been duly and
validly authorized, executed and delivered by the Company.

(vi) Neither the execution, delivery and
performance of this Agreement by the Company nor the
consummation of any of the transactions contemplated hereby
(including, without limitation, the issuance and sale by the
Company of the Shares) will give rise to a right to terminate
or accelerate the due date of any payment due under, or result
in the breach of any term or provision of, or constitute a
default (or any event which with notice or lapse of time, or
both, would constitute a default) under, or require consent or
waiver under, or result in the execution or imposition of any
lien, charge or encumbrance upon any properties or assets of
the Company or any Subsidiary pursuant to the terms of any
indenture, mortgage, deed of trust, note or other agreement of
which such counsel has knowledge after due investigation and
to which the Company or any Subsidiary is a party or by which
it or any of its properties or businesses is bound, or any
franchise, license, permit, judgment, decree, order, statute,
rule or regulation of which such counsel has knowledge after
due investigation or violate any provision of the charter or
by-laws of the Company or any Subsidiary.

(vii) To such counsel's knowledge after due
investigation, no default exists, and no event has occurred
which with notice or lapse of time, or both, would constitute
a default, in the due performance and observance of any term,
covenant or condition by the Company or any Subsidiary of any
indenture, mortgage, deed of trust, note or any other
agreement or instrument to which the Company or any Subsidiary
is a party or by which it or any of its assets or properties
or businesses may be bound or affected, where the consequences
of such default would have a Material Adverse Effect.

(viii) To such counsel's knowledge after due
investigation, neither the Company nor any Subsidiary is in
violation of any term or provision of its charter or by-laws
or any franchise, license, permit, judgment, decree, order,
statute, rule or

- 10 -
<PAGE> 11
regulation, where the consequences of such violation would
have a Material Adverse Effect.

(ix) To such counsel's knowledge after due
investigation, no Approval is required for the performance of
this Agreement by the Company or the consummation of the
transactions contemplated hereby, except such as have been
obtained under the Securities Act and such as may be required
under state securities or Blue Sky laws in connection with the
purchase and distribution of the Shares by the several
Underwriters.

(x) To such counsel's knowledge after due
investigation, there is no Action pending or threatened
against, or involving the assets, properties or businesses of,
the Company or any Subsidiary which would have a Material
Adverse Effect.

(xi) The statements in the Prospectus under the
captions "Description of Capital Stock" and "Business and
Properties - Regulations" and the statements with respect to
the Company's stock option plan contained in the Company's
Annual Report on Form 10-K for the year ended on December 31,
1994, insofar as such statements constitute a summary of the
documents referred to therein or matters of law, are fair
summaries in all material respects and accurately present the
information called for with respect to such documents and
matters; and such counsel, after due investigation, do not
know of any statutes or legal or governmental proceedings
required to be described in the Prospectus that are not
described as required, or of any contracts or documents of a
character required to be described in the Registration
Statement or Prospectus (or required to be filed under the
Exchange Act if upon such filing they would be incorporated by
reference therein) or to be filed as exhibits to the
Registration Statement that are not described and filed as
required.

(xii) The Registration Statement, all preliminary
prospectuses and the Prospectus and each amendment or
supplement thereto (except for the financial statements and
schedules and other financial and statistical data included
therein, as to which such counsel expresses no opinion) comply
as to form in all material respects with the requirements of
the Securities Act and the Rules; and the documents
incorporated by reference in the Registration Statement or
Prospectus or any amendment or supplement thereto, when they
became effective under the Act or were filed with the
Commission under the Exchange Act, as the case may be,
complied as to form in all material respects with the
requirements of the Act or the Exchange Act, as applicable,
and the rules and regulations of the Commission thereunder.

(xiii) The Registration Statement has become
effective under the Securities Act, and no stop order
suspending the effectiveness of the Registration Statement has
been issued and to such counsel's knowledge after due
investigation, no proceedings for that purpose have been
instituted or are threatened, pending or contemplated.

To the extent deemed advisable by such counsel, they
may rely as to the matters of fact on certificates of
responsible officers of the Company and public officials and
on the opinions of other counsel satisfactory to the
Representatives as to matters which are governed by laws other
than the laws of the State of Texas, and the Federal laws of
the United States; provided that such counsel shall state that
in their opinion the Underwriters and they are justified in
relying on such other opinions. Copies of such certificates
and other opinions shall be furnished to the Representatives
and counsel for the Underwriters.

In addition, such counsel shall state that such
counsel participated in conferences with officers and other
representatives of the Company, representatives of the
independent auditors' of the Company, and the Representatives'
representatives, at which

- 11 -
<PAGE> 12
the contents of the Registration Statement and the Prospectus
and related matters were discussed. Although such counsel is
not passing upon, and does not assume any responsibility for
and shall not be deemed to have independently verified the
accuracy, completeness or fairness of the statements contained
in the Registration Statement and the Prospectus, such counsel
will advise the Representatives that, on the basis of the
foregoing (relying as to materiality to a large extent upon
statements of officers and other representatives of the
Company and the Representatives' representatives), no facts
have come to their attention which lead them to believe that
the Registration Statement (except for (i) the financial
statements and related schedules contained therein, including
the notes thereto and the independent auditors' reports
thereon, (ii) the other financial and statistical data
contained therein and (iii) the exhibits thereto, as to which
they need not comment), at the time it became effective
contained an untrue statement of a material fact or omitted to
state any material fact required to be stated therein or
necessary to make the statements therein not misleading, or
that the Prospectus (except for (i) the financial statements
and related schedules contained therein, including the notes
thereto and the independent auditors' reports thereon, and
(ii) the other financial and statistical data contained
therein, as to which they need not comment), as of the date
thereof, contained any untrue statement of a material fact or
omitted to state a material fact necessary in order to make
statements therein, in the light of the circumstances under
which they were made, not misleading.

(g) All proceedings taken in connection with the sale of
the Firm Shares and the Option Shares as herein contemplated shall be
reasonably satisfactory in form and substance to the Representatives
and the Underwriters shall have received from Akin, Gump, Strauss,
Hauer & Feld, L.L.P., a favorable opinion, addressed to the
Representatives and dated such Closing Date, with respect to the
Shares, the Registration Statement and the Prospectus, and such other
related matters, as the Representatives may reasonably request, and
the Company shall have furnished to Akin, Gump, Strauss, Hauer & Feld,
L.L.P. such documents as they may reasonably request for the purpose
of enabling them to pass upon such matters.

(h) The Representatives shall have received a letter,
dated the date of this Agreement, of HJG confirming that they are
independent petroleum engineers within the meaning of the Securities
Act and the applicable Rules thereunder and to such further effect as
the Representatives may request.

6. Covenants of the Company. The Company covenants and agrees as
follows:

(a) The Company shall prepare the Prospectus in a form
approved by the Representatives and file such Prospectus pursuant to
Rule 424(b) under the Securities Act not later than the Commission's
close of business on the second business day following the execution
and delivery of this Agreement, or, if applicable, such earlier time
as may be required by Rule 430A(a)(3) under the Securities Act, and
shall promptly advise the Representatives (i) when any amendment to
the Registration Statement shall have become effective, (ii) of any
request by the Commission for any amendment of the Registration
Statement or the Prospectus or for any additional information, (iii)
of the prevention or suspension of the use of any preliminary
prospectus or the Prospectus or the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement
or the institution or threatening of any proceeding for the purpose
and (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Shares for sale
in any jurisdiction or the initiation or threatening of any proceeding
for such purpose. The Company shall not file any amendment of the
Registration Statement or supplement to the Prospectus unless the
Company has furnished the Representatives a copy for their review
prior to filing and shall not file any such proposed amendment or
supplement to which the Representatives reasonably object. The
Company shall

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<PAGE> 13
use its best efforts to prevent the issuance of any such order and, if
issued, to obtain as soon as possible the withdrawal thereof.

(b) If at any time when a prospectus relating to the
Shares is required to be delivered under the Securities Act and the
Rules, any event occurs as a result of which the Prospectus as then
amended or supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they
were made not misleading, or if it shall be necessary to amend or
supplement the Prospectus to comply with the Securities Act or the
Rules, the Company promptly shall prepare and file with the
Commission, subject to the second sentence of Section 6(a), an
amendment or supplement which shall correct such statement or omission
or an amendment which shall effect such compliance.

(c) The Company shall make generally available to its
security holders and to the Representatives as soon as practicable,
but not later than 45 days after the end of the 12-month period
beginning at the end of the fiscal quarter of the Company during which
the Effective Date occurs (or 90 days if such 12-month period
coincides with the Company's fiscal year), an earnings statement
(which need not be audited) of the Company, covering such 12-month
period, which shall satisfy the provisions of Section 11(a) of the
Securities Act or Rule 158 of the Rules.

(d) The Company shall furnish to each Representative and
counsel for the Underwriters, without charge, signed copies of the
Registration Statement (including all exhibits thereto and amendments
thereof) and to each other Underwriter a copy of the Registration
Statement (without exhibits thereto) and all amendments thereof and,
so long as delivery of a prospectus by an Underwriter or dealer may be
required by the Securities Act or the Rules, as many copies of any
preliminary prospectus and the Prospectus and any amendments thereto
and supplements thereto as the Representatives may reasonably request.

(e) The Company shall cooperate with the Representatives
and their counsel in endeavoring to qualify the Shares for offer and
sale under the laws of such jurisdictions as the Representatives may
designate and shall maintain such qualifications in effect so long as
required for the distribution of the Shares; provided, however, that
the Company shall not be required in connection therewith, as a
condition thereof, to qualify as a foreign corporation or to execute a
general consent to service of process in any jurisdiction or subject
itself to taxation as doing business in any jurisdiction.

(f) For five years after the date of this Agreement, the
Company shall supply to the Representative, and to each other
Underwriter who may so request in writing, copies of such financial
statements and other periodic and special reports as the Company may
from time to time distribute generally to the holders of any class of
its capital stock and to furnish to the Representatives a copy of each
annual or other report it shall be required to file with the
Commission.

(g) Without the prior written consent of the
Representatives, for 180 days after the date of this Agreement, the
Company shall not issue, sell or register with the Commission (other
than on Form S-8 or on any successor form), or otherwise dispose of,
directly or indirectly, any equity securities of the Company (or any
securities convertible into or exercisable or exchangeable for equity
securities of the Company), except for the issuance of shares pursuant
to the Company's existing stock option plan or bonus plan. If during
this period, (i) any shares are issued pursuant to the Company's
existing stock option plan or bonus plan or (ii) any registration is
effected on Form S-8 or on any successor form, the Company shall
obtain the written agreement of such grantee or purchaser or holder of
such registered securities that, for 120 days after the date of this
Agreement, such person will not, without the prior written consent of
the Representatives, offer for sale, sell, distribute, grant any
option for the sale of, or

- 13 -
<PAGE> 14
otherwise dispose of, directly or indirectly, or exercise any
registration rights with respect to, any shares of Common Stock (or
any securities convertible into, exercisable for, or exchangeable for
any shares of Common Stock) owned by such person.

(h) On or before completion of this offering, the Company
shall make all filings required under applicable securities laws and
by the NYSE (including any required registration under the Exchange
Act).

(i) The Company agrees to pay, or reimburse if paid by
the Representatives, whether or not the transactions contemplated
hereby are consummated or this Agreement is terminated, all costs and
expenses incident to the public offering of the Shares and the
performance of the obligations of the Company under this Agreement
including those relating to: (i) the preparation, printing, filing
and distribution of the Registration Statement including all exhibits
thereto, each preliminary prospectus, the Prospectus, all amendments
and supplements to the Registration Statements and the Prospectus, and
the printing, filing and distribution of this Agreement; (ii) the
preparation and delivery of certificates for the Shares to the
Underwriters; (iii) the registration or qualification of the Shares
for offer and sale under the securities or Blue Sky laws of the
various jurisdictions referred to in Section 6(e), including the
reasonable fees and disbursements of counsel for the Underwriters in
connection with such registration and qualification and the
preparation, printing, distribution and shipment of preliminary and
supplementary Blue Sky memoranda; (iv) the furnishing (including costs
of shipping and mailing) to the Representatives and to the
Underwriters of copies of each preliminary prospectus, the Prospectus
and all amendments or supplements to the Prospectus, and of the
several documents required by this Section to be so furnished, as may
be reasonably requested for use in connection with the offering and
sale of the Shares by the Underwriters or by dealers to whom Shares
may be sold; (v) the filing fees of the National Association of
Securities Dealers, Inc. (the "NASD") in connection with its review of
the terms of the public offering; (vi) the furnishing (including costs
of shipping and mailing) to the Representatives and to the
Underwriters of copies of all reports and information required by
Section 6(f); (vii) inclusion of the Shares for quotation on the NYSE;
and (viii) all transfer taxes, if any, with respect to the sale and
delivery of the Shares by the Company to the Underwriters. Subject to
the provisions of Section 9, the Underwriters agree to pay, whether or
not the transactions contemplated hereby are consummated or this
Agreement is terminated, all costs and expenses incident to the
performance of the obligations of the Underwriters under this
Agreement not payable by the Company pursuant to the preceding
sentence, including, without limitation, the fees and disbursements of
counsel for the Underwriters.

7. Indemnification.

(a) The Company agrees to indemnify and hold harmless
each Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act against any and all losses, claims, damages and
liabilities, joint or several (including any reasonable investigation,
legal and other expenses incurred in connection with, and any amount
paid in settlement of, any Action or any claim asserted), to which
they, or any of them, may become subject under the Securities Act, the
Exchange Act or other Federal or state law or regulation, at common
law or otherwise (collectively, "Damages"), insofar as such Damages
arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus,
the Registration Statement or the Prospectus or any amendment or
supplement thereto, or arise out of or are based upon any omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that such indemnity shall not inure to
the benefit of any Underwriter (or any person controlling such
Underwriter) on account of any Damages arising from the sale of the
Shares to any person by such Underwriter if such untrue statement or
omission or alleged untrue statement or omission was

- 14 -
<PAGE> 15
made in such preliminary prospectus, the Registration Statement or the
Prospectus, or such amendment or supplement, in reliance upon and in
conformity with information furnished in writing to the Company by the
Representatives on behalf of any Underwriter specifically for use
therein. The Company acknowledges that the Underwriter Information
constitutes the only information furnished in writing by the
Representatives on behalf of the several Underwriters specifically for
inclusion in the Registration Statement, any preliminary prospectus or
the Prospectus. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

(b) Each Underwriter agrees, severally and not jointly,
to indemnify and hold harmless the Company, each person, if any, who
controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, each director of the
Company, and each officer of the Company who signs the Registration
Statement, to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only insofar as such Damages arise
out to or are based upon any untrue statement or omission or alleged
untrue statement or omission which was made in any preliminary
prospectus, the Registration Statement or the Prospectus, or any
amendment thereof or supplement thereto, contained in the Underwriter
Information; provided, however, that the obligation of each
Underwriter to indemnify the Company (including any controlling
person, director or officer thereof) shall be limited to the
underwriting discounts such Underwriter received in connection with
the offering.

(c) Any party that proposes to asset the right to be
indemnified under this Section will, promptly after receipt of notice
of commencement of any Action against such party in respect of which a
claim is to be made against an indemnifying party or parties under
this Section, notify each such indemnifying party of the commencement
of such Action enclosing a copy of all papers served. No
indemnification provided for in Section 7(a) or 7(b) shall be
available to any party who shall fail to give notice as provided in
this Section 7(c) if the party to whom notice was not given was
unaware of the Action to which such notice would have related and was
prejudiced by the failure to give such notice but the omission so to
notify such indemnifying party of any such Action shall not relieve it
from any liability that it may have to any indemnified party for
contribution or otherwise than under this Section. In case any such
Action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in, and to the
extent that it shall wish, jointly with any other indemnifying party
similarly notified, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified
party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the reference thereof
and the approval by the indemnified party of such counsel, the
indemnifying party shall not be liable to such indemnified party for
any legal or other expenses, except as provided below and except for
the reasonable costs of investigation subsequently incurred by such
indemnified party in connection with the defense thereof. The
indemnified party shall have the right to employ its counsel in any
such Action, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the employment of counsel
by such indemnified party has been authorized in writing by the
indemnifying parties, (ii) the indemnified party shall have reasonably
concluded that there may be a conflict of interest between the
indemnifying parties and the indemnified party in the conduct of the
defense of such Action (in which case the indemnifying parties shall
not have the right to direct the defense of such Action on behalf of
the indemnified party) or (iii) the indemnifying parties shall not
have employed counsel to assume the defense of such Action within a
reasonable time after notice of the commencement thereof, in each of
which cases the fees and expenses of counsel shall be at the expense
of the indemnifying parties. An indemnifying party shall not be
liable for any settlement of any Action or claim effected without its
written consent.

- 15 -
<PAGE> 16
8. Contribution. To provide for just and equitable
contribution in circumstances in which the indemnification provided for in
Section 7(a) is due in accordance with its terms but for any reason is held to
be unavailable from the Company, the Company and the Underwriters shall
contribute to the aggregate Damages (after deducting any contribution received
by the Company from persons other than the Underwriters, such as persons who
control the Company within the meaning of the Securities Act, officers of the
Company who signed the Registration Statement and directors of the Company, who
may also be liable for contribution) to which the Company and one or more of
the Underwriters may be subject in such proportion as in appropriate to reflect
the relative benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the Shares or, if such
allocation is not permitted by applicable law or indemnification is not
available as a result of the indemnifying party not having received notice as
provided in Section 7, in such proportion as in appropriate to reflect not only
the relative benefits referred to above but also the relative fault of the
Company on the one hand and the Underwriters on the other in connection with
the statement or omissions which resulted in such Damages as well as any other
relevant equitable considerations. The relative benefits received by the
Company and the Underwriters shall be deemed to be in the same proportion as
(x) the that proceeds from the offering (net of underwriting discounts but
before deducting expenses) received by the Company, as set forth in the table
on the cover page of the Prospectus, bear to (y) the underwriting discounts
received by the Underwriters, as set forth in the table on the cover page of
the Prospectus. The relative fault of the Company or the Underwriters shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact related to information supplied by the
Company or the Underwriters and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 8 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to above. Notwithstanding the provisions
of this Section 8, (i) in no case shall any Underwriter (except as may be
provided in the Agreement Among Underwriters) be liable or responsible for any
amount in excess of the underwriting discount applicable to the Shares
purchased by such Underwriter hereunder, and (ii) the Company shall be liable
and responsible for any amount in excess of such underwriting discount;
provided, however, that no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation. For this Section 8, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act shall have the same rights to contribution as such
Underwriter, and each person, if any, who controls the Company within the
meaning of the Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each as to clauses (i) and
(ii) in the immediately preceding sentence of this Section 8. Any party
entitled to contribution will, promptly after receipt of notice of commencement
of any Action against such party in respect of which a claim for contribution
may be made against another party or parties under this Section, notify such
party or parties from whom contribution may be sought, but the omission so to
notify such party or parties from who contribution may be sought shall not
relieve the party or parties form who contribution may be sought from any other
obligation it or they may have hereunder or otherwise than under this Section.
No party shall be liable for contribution with respect to any Action settled
without its written consent. The Underwriter's obligations to contribute
pursuant to this Section 8 are several in proportion to their respective
underwriting commitments and not joint.

9. Termination. This Agreement may be terminated with respect to
the Shares to purchased on a Closing Date by the Representatives by notifying
the Company at any time.

(a) in the absolute discretion of the Representatives at
or before any Closing Date: (i) if on or prior to such date, any
domestic or international event, act or occurrence has materially
disrupted, or in the opinion of the Representatives will in the future
materially disrupt, the securities market; (ii) if there has occurred
any new outbreak or material escalation of

- 16 -
<PAGE> 17
hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the
judgment of the Representatives, inadvisable to proceed with the
offering; (iii) if there shall be such a material adverse change in
general financial, political or economic conditions or the effect of
international conditions on the conditions on the financial markets in
the United States is such as to make it, in the judgment of the
Representatives, inadvisable or impracticable to market the Shares;
(iv) if trading in the Shares has been suspended by the Commission or
generally on the NYSE or on the American Stock Exchange, Inc. has been
suspended or limited, or minimum or maximum ranges for prices for
securities shall have been fixed, or minimum or maximum ranges for
prices for securities have been required, by said exchanges or by
order of the Commission, the NASD, or any other governmental or
regulatory authority; or (v) if a banking moratorium has been declared
by any state or Federal authority, or

(b) at or before any Closing Date, that any of the
conditions specified in Section 5 shall not have been fulfilled when
and as required by this Agreement.

If this Agreement is terminated pursuant to any of its provisions, the
Company shall not be under any liability to any Underwriter, and no Underwriter
shall be under any liability to the Company, except that (y) if this Agreement
is terminated by the Representatives or the Underwriters because of any
failure, refusal or inability on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, the Company will
reimburse the Underwriters for all out-of-pocket expenses (including the
reasonable fees and disbursements of their counsel) incurred by them in
connection with the proposed purchase and sale of the Shares or in
contemplation of performing their obligations hereunder and (z) no Underwriter
who shall have failed or refused to purchase the Shares agreed to be purchased
by it under this Agreement, without some reason sufficient hereunder to justify
cancellation or termination of its obligations under this Agreement, shall be
relieved of liability to the Company or to the other Underwriters for Damages
occasioned by its failure or refusal.

10. Substitution of Underwriters. If one or more of the
Underwriters shall fail (other than for a reason sufficient to justify the
cancellation or termination of this Agreement under Section 9) to purchase on
any Closing Date the Shares agreed to be purchased on such Closing Date by such
Underwriter or Underwriters, the Representatives may find one or more
substitute underwriters to purchase such Shares or make such other arrangements
as the Representatives may deem advisable or one or more of the remaining
Underwriters may agree to purchase such Shares in such proportions as may be
approved by the Representatives, in each case upon the terms set forth in this
Agreement. If no such arrangements have been made by the close of business on
the business day following such Closing Date:

(a) if the number of Shares to be purchased by the
defaulting Underwriters on such Closing Date shall not exceed 10% of
the Shares that all the Underwriters are obligated to purchase on such
Closing Date, then each of the nondefaulting Underwriters shall be
obligated to purchase such Shares on the terms herein set forth in
proportion to their respective obligations hereunder, provided, that
in no event shall the maximum number of Shares that any Underwriter
has agreed to purchase pursuant to Section 1 be increased pursuant to
this Section 10 by more than one-ninth of such number of Shares
without the written consent of such Underwriter; or

(b) if the number of Shares to be purchased by the
defaulting Underwriters on such Closing Date shall exceed 10% of the
Shares that all the Underwriters are obligated to purchase on such
Closing Date, then the Company shall be entitled to an additional
business day within which it may, but is not obligated to, find one or
more substitute underwriters reasonably satisfactory to the
Representatives to purchase such Shares upon the terms set forth in
this Agreement.

In any such case, either the Representatives or the Company shall have
the right to postpone the applicable Closing Date for not more than five
business days in order that necessary changes and

- 17 -
<PAGE> 18
arrangements (including any necessary amendments or supplements to the
Registration Statement or Prospectus) may be effected by the Representatives
and the Company. If the number of Shares to be purchased on such Closing Date
by such defaulting Underwriter or Underwriters shall exceed 10% of the Shares
that all the Underwriters or the Company shall make arrangements pursuant to
this Section within the period state for the purchase of the Shares that the
defaulting Underwriters agreed to purchase, this Agreement shall terminate with
respect to the Shares to be purchased on such Closing Date without liability on
the part of any nondefaulting Underwriter to the Company and without liability
on the part of the Company, except in both cases as provided in Section 6(i),
7, 8 and 9. The provisions of this section shall not in any way affect the
liability of any defaulting Underwriting to the Company or the nondefaulting
Underwriters arising out of such default. A substitute underwriter hereunder
shall become an Underwriter for all purposes of this Agreement.

11. Miscellaneous. The respective agreements, representations,
warranties, indemnities and other statements of the Company or its officers and
of the Underwriters set forth in or made pursuant to this Agreement shall
remain in full force and effect, regardless of any investigation made by or on
behalf of any Underwriter or the Company or any of the officers, directors or
controlling persons referred to in Sections 7 and 8, and shall survive delivery
of and payment for the Shares. The provisions of Sections 6(i), 7, 8, and 9
shall survive the termination or cancellation of this Agreement.

This Agreement has been and is made for the benefit of the
Underwriters and the Company and their respective successors and assigns, and
to the extent expressed herein, for the benefit of persons controlling any of
the Underwriters, or the Company, and directors and officers of the Company,
and their respective successors and assigns, and no other person shall acquire
or have any right under or by virtue of this Agreement. The term "successors
and assigns" shall not include any purchaser of Shares from any Underwriter
merely because of such purchase.

All notices and communications hereunder shall be in writing and
mailed or delivered or by telephone or telegraph if subsequently confirmed in
writing, (a) if to the Representatives, c/o Oppenheimer & Co., Inc.,
Oppenheimer Tower, World Financial Center, New York, New York 10281 Attention:
[_________] and (b) if to the Company, to its agent for service as such agent's
address appears on the cover page of the Registration Statement.

This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflict of
laws.

[NEXT PAGE IS SIGNATURE PAGE]

- 18 -
<PAGE> 19
This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

Please confirm that the foregoing correctly sets forth the agreement
among us.

Very truly yours,

SWIFT ENERGY COMPANY

By:_______________________________________
Name:_____________________________________
Title:____________________________________

Confirmed:

OPPENHEIMER & CO., INC.,

By:________________________________________
Name:______________________________________
Title:_____________________________________

Acting severally on behalf of itself
and as representative of the several
Underwriters named in Schedule I annexed
hereto.

By OPPENHEIMER & CO., INC.

By:________________________________________
Name:______________________________________
Title:_____________________________________
<PAGE> 20
SCHEDULE I

<TABLE>
<CAPTION>
Name Firm Shares to be Purchased
<S> <C>
Oppenheimer & Co., Inc.

Morgan Keegan & Company, Inc.

Southcoast Capital Corporation

---------
Total 4,400,000
=========
</TABLE>

I - 1

<PAGE> 1

EXHIBIT 5

[JENKINS & GILCHRIST LETTERHEAD]

June 22, 1995

Swift Energy Company
16825 Northchase Drive
Suite 400
Houston, Texas 77060

Re: Opinion as to Legality of Organization and Certain Securities of Swift
Energy Company

Dear Gentlemen:

We have acted as counsel to Swift Energy Company, a Texas corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of 5,060,000 shares of the common stock, $.01 par value (the
"Shares"), of the Company to be offered in an underwritten public offering.
The terms and conditions of such offering are described in a Preliminary
Prospectus (the "Prospectus") contained in a Registration Statement filed on
June 22, 1995, on Form S-2 with the Securities and Exchange Commission (the
"Registration Statement").

We have examined (i) the Prospectus and the Registration Statement, (ii)
the Articles of Incorporation of the Company, as amended, and the bylaws and
corporate proceedings of the Company, and (iii) such other records, documents,
opinions, and instruments as in our judgment are necessary or appropriate to
enable us to render this opinion. We have made such legal and factual
determination as we have deemed relevant.

Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that:

1. the Company is a corporation duly organized, validly existing and in
good standing under the laws of the state of Texas; and

2. the Shares are duly authorized, and when issued to and paid for by the
underwriters will be validly issued, fully paid and non-assessable
securities of the Company.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to reference being made to our firm in the
Registration Statement and Prospectus. We also

<PAGE> 2
Swift Energy Company
June 22, 1995
Page 2

consent to the filing of this opinion with state securities officials in
connection with the registration of the Shares under applicable state
securities laws.

Very truly yours,

/s/ Donald W. Brodsky

DWB/ksw

<PAGE> 1

Exhibit 10(d)

SWIFT ENERGY COMPANY
1990 STOCK COMPENSATION PLAN
(AMENDED AND RESTATED)

1. PURPOSE.

This 1990 Stock Compensation Plan (Amended and Restated) (the "Plan")
is intended as an incentive to encourage stock ownership by certain officers
and employees of SWIFT ENERGY COMPANY (the "Company"), or of its subsidiary
corporations (the "Subsidiaries," as that term is defined in Section 424(f) of
the Internal Revenue Code of 1986, as amended from time to time), so that they
may acquire or increase their proprietary interest in the success of the
Company and Subsidiaries, and to encourage them to remain in the employ of the
Company or of the Subsidiaries. The Plan is designed to meet this intent by
offering performance-based stock and cash incentives and other equity based
incentive awards, thereby providing a proprietary interest in pursuing the
long-term growth, profitability and financial success of the Company.

2. DEFINITIONS.

For purposes of this Plan, the following terms shall have the meanings
set forth below:

(a) "AWARD" or "AWARDS" means an award or grant made to a
Participant under Sections 6 through 9, inclusive, of the Plan.

(b) "BOARD" means the Board of Directors of the Company.

(d) "COMMITTEE" means the Compensation Committee of the Board, or
any committee of the Board performing similar functions, constituted as
provided in Section 3 of the Plan.

(e) "COMMON STOCK" means the Common Stock of the Company or any
security of the Company issued in substitution, exchange or lieu thereof.

(f) "COMPANY" means Swift Energy Company, a Texas corporation, or
any successor corporation.

(g) "DEFERRED COMPENSATION STOCK OPTION" means any Stock Option
granted pursuant to the provisions of Section 6 of the Plan that is
specifically designated as such.

(h) "DISABILITY" means permanent and total disability. An
individual is permanently and totally disabled if he or she is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
12 months.

(i) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended and in effect from time to time, or any successor statute.

(j) "FAIR MARKET VALUE" means on any given date (i) the highest
closing price of the Common Stock on any established national exchange or
exchanges or, if no sale of Common Stock is made on such day, the next
preceding day on which there was a sale of such stock, or (ii) if the Common
Stock is not listed on an established stock exchange, the mean between the
closing bid and low asked quotations of the Common Stock in the New York
over-the-counter market as reported by the National Association of Securities
Dealers, Inc. for such date.

<PAGE> 2
(k) "INCENTIVE STOCK OPTION" means any Stock Option (as defined
below) that is intended to be and is specifically designated as an "incentive
stock option" within the meaning of Section 422 of the Code.

(l) "NONQUALIFIED STOCK OPTION" means any Stock Option granted
pursuant to the provisions of Section 6 of the Plan that is not an Incentive
Stock Option.

(m) "PARTICIPANT" means an employee of the Company or a Subsidiary
or an individual who is performing services for either entity and who is
granted an Award under the Plan.

(n) "PERFORMANCE BONUS AWARD" means an Award of cash and/or shares
of Common Stock granted pursuant to the provisions of Section 9 of the Plan.

(o) "PLAN" means this Swift Energy Company 1990 Stock Compensation
Plan, as set forth herein and as it may be hereafter amended.

(p) "RESTRICTED AWARD" means an Award granted pursuant to the
provisions of Section 8 of the Plan.

(q) "RESTRICTED STOCK GRANT" means an Award of shares of Common
Stock granted pursuant to the provisions of Section 8 of the Plan.

(r) "RESTRICTED UNIT GRANT" means an Award of units representing
shares of Common Stock granted pursuant to the provisions of Section 8 of the
Plan.

(s) "STOCK APPRECIATION RIGHT" means an Award to benefit from the
appreciation of Common Stock granted pursuant to the provisions of Section 7 of
the Plan.

(t) "STOCK OPTION" means an Award to purchase shares of Common
Stock granted pursuant to the provisions of Section 6 of the Plan.

(u) "SUBSIDIARY" means any corporation or entity in which the
Company directly or indirectly controls 50% or more of the total voting power
of all classes of its stock having voting power.

(v) "TEN PERCENT SHAREHOLDER" means a person who owns (or is
considered to own after taking into account the attribution of ownership rules
of Section 424(d) of the Code) more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any of its
Subsidiaries.

3. ADMINISTRATION.

(a) The Plan shall be administered by the Committee, as appointed
from time to time by the Board. The Board may from time to time remove members
from, or add members to, the Committee. The Committee shall be constituted so
as to permit the Plan to comply with Rule 16b-3 promulgated by the Securities
and Exchange Commission ("SEC") under the Exchange Act or any successor rule
("Rule 16b-3") and shall initially be comprised of not less than three of the
members of the Board who are "disinterested persons" as defined in Rule 16b-3.

(b) A majority of the members of the Committee shall constitute a
quorum for the transaction of business. Action approved in writing by a
majority of the members of the Committee then serving shall be as effective as
if the action had been taken by unanimous vote at a meeting duly called and
held.

(c) The Committee is authorized to construe and interpret the
Plan, to promulgate, amend, and rescind rules and procedures relating to the
implementation of the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan. Any determination, decision, or
action of the Committee in connection

-2-
<PAGE> 3
with the construction, interpretation, administration, or application of the
Plan shall be binding upon all Participants and any person validly claiming
under or through any Participant.

(d) The Committee may designate persons other than members of the
Committee to carry out its responsibilities under such conditions and
limitations as it may prescribe, except that the Committee may not delegate its
authority with regard to selection for participation of, and the granting of
Awards to, persons subject to Sections 16(a) and 16(b) of the Exchange Act or
who are eligible to receive Awards under this Plan.

(e) The Committee is expressly authorized to make modifications to
the Plan as necessary to effectuate the intent of the Plan as a result of any
changes in the tax, accounting, or securities laws treatment of Participants
and the Plan, subject to those restrictions that are set forth in Section 14
below.

(f) The Company shall effect the granting of Awards under the
Plan, in accordance with the determinations made by the Committee, by execution
of instruments in writing in such form as approved by the Committee.

4. ELIGIBILITY.

Persons eligible for Awards under the Plan shall consist of employees
(including officers, whether or not they are directors) of the Company or its
Subsidiaries who from time to time shall be designated by the Committee. Any
person who shall be eligible for Awards under this Plan shall not be eligible
to participate in the Company's 1990 Nonqualified Stock Option Plan.

5. DURATION OF AND COMMON STOCK SUBJECT TO PLAN.

(a) TERM. The Plan shall terminate on April 1, 2000 except with
respect to Awards then outstanding.

(b) SHARES OF COMMON STOCK SUBJECT TO PLAN. The maximum number of
shares of Common Stock in respect of which Awards may be granted under the Plan
(the "Plan Maximum") shall be 1,000,000, subject to adjustment as provided in
Section 12 below. Common Stock issued under the Plan may be either authorized
and unissued shares or issued shares which have been reacquired by the Company.
The following terms and conditions shall apply to Common Stock subject to the
Plan:

(i) In no event shall more than the Plan Maximum be
cumulatively available for Awards under the Plan;

(ii) For the purpose of computing the total number of
shares of Common Stock available for Awards under the Plan, there
shall be counted against the foregoing limitations (A) the number of
shares of Common Stock subject to issuance upon exercise or settlement
of Awards (regardless of vesting), and (B) the number of shares of
Common Stock which equal the value of Restricted Unit Grants or Stock
Appreciation Rights determined at the dates on which such Awards are
granted;

(iii) If any Awards are forfeited, terminated, expire
unexercised, settled in cash in lieu of stock or exchanged for other
Awards, the shares of Common Stock which were previously subject to
the Awards shall again be available for Awards under the Plan to the
extent of such forfeiture or expiration of the Awards; and

(iv) Any shares of Common Stock which are used as full or
partial payment to the Company by a Participant of the purchase price
of shares of Common Stock upon exercise of a Stock Option shall again
be available for Awards under the Plan.

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<PAGE> 4
(c) GRANTS. No Award shall be granted hereunder prior to April 1,
1991; provided, however, that Awards may be granted hereunder at such earlier
date as it shall be determined through SEC regulation or administrative
regulation or position or based upon an opinion of counsel to the Company that
the Committee shall be comprised of "disinterested persons" within the meaning
of Rule 16b-3 promulgated under the Exchange Act.

6. STOCK OPTIONS.

Stock Options granted under the Plan may be in the form of Incentive
Stock Options, Non-Qualified Stock Options or Deferred Compensation Stock
Options (collectively, the "Stock Options"). Stock Options shall be subject to
the following terms and conditions, and each Stock Option shall contain such
additional terms and conditions, not inconsistent with the express provisions
of the Plan, as the Committee shall deem desirable:

(a) GRANT. Stock Options shall be granted separately. In no
event will Stock Options or Awards be issued in tandem whereby the exercise of
one affects the right to exercise the other.

(b) STOCK OPTION PRICE. The exercise price per share of Common
Stock purchasable under a Stock Option shall be determined by the Committee at
the time of grant. However, in no event shall the exercise price of an
Incentive Stock Option be less than one hundred percent (100%) of the Fair
Market Value of the Common Stock on the date of the grant of the Stock Option.
In the case of a Ten Percent Shareholder, the exercise price of an Incentive
Stock Option shall be not less than one hundred ten percent (110%) of the Fair
Market Value of the Common Stock on the date of the grant.

(c) OPTION TERM. The term of each Stock Option, other than an
Incentive Stock Option, shall be fixed by the Committee. The term of Incentive
Stock Options shall not exceed ten (10) years after the date the Incentive
Stock Option is granted, and the term of any Incentive Stock Options granted to
Ten Percent Shareholders shall not exceed five (5) years after the date of the
grant.

(d) EXERCISABILITY.

(i) Incentive Stock Options and Nonqualified Stock
Options shall be exercisable in installments as provided in the
following sentence, or as the Compensation Committee in its sole
discretion shall otherwise determine, and shall be subject to such
other terms and conditions as the Committee shall determine at the
date of grant; provided, however, that except as provided in Sections
10(a), 10(b), 10(c) and 13, no Incentive Stock Option or Nonqualified
Stock Option shall be exercisable prior to the first anniversary date
of the date of grant (hereinafter, "Anniversary Date"). Incentive
Stock Options and Nonqualified Stock Options may be exercised as to
twenty percent (20%) of the shares covered thereby beginning on the
first Anniversary Date; thereafter, an additional twenty percent (20%)
of shares subject to such stock options shall be exercisable beginning
on the Anniversary Date in each of the following four years, except as
otherwise provided in Sections 10(a), 10(b), 10(c) and 13.

(ii) Reload Options shall become exercisable in accordance
with Section 6(h)(iii) hereof.

(iii) Deferred Compensation Stock Options shall become
exercisable in accordance with the terms of the grant thereof as
established by the Committee.

(e) METHOD OF EXERCISE. Subject to applicable exercise
restrictions set forth in Section 6(d) above, a Stock Option may be exercised,
in whole or in part, by giving written notice of exercise to the Company
specifying the number of shares to be purchased. The notice shall be
accompanied by payment in full of the purchase price. The purchase price may
be paid by any of the following methods, subject to the restrictions set forth
in Section 6(f) hereof:

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<PAGE> 5
(i) in cash, by certified or cashier's check, by money
order or by personal check (if approved by the Committee) of an amount
equal to the aggregate purchase price of the shares of Common Stock to
which such exercise relates;

(ii) if acceptable to the Committee, by delivery of shares
of Common Stock already owned by the Participant, which shares,
including any cash tendered therewith, have an aggregate Fair Market
Value (determined as of the date preceding the Company's receipt of
exercise notice) equal to the aggregate purchase price of the shares
of Common Stock to which such exercise relates; or

(iii) if acceptable to the Committee, by delivery to the
Company of an exercise notice that requests the Company to issue to
the Participant the full number of shares of Common Stock as to which
the Stock Option is then exercisable, less the number of shares of
Common Stock that have an aggregate Fair Market Value (determined as
of the date preceding the Company's receipt of the exercise notice)
equal to the aggregate purchase price of the shares of Common Stock to
which such exercise relates.

(f) RESTRICTIONS ON METHOD OF EXERCISE. Notwithstanding the
foregoing payment provisions, the Committee, in granting Stock Options pursuant
to the Plan, may limit the methods by which a Stock Option may be exercised by
any person and, in processing any purported exercise of a Stock Option granted
pursuant to the Plan, may refuse to recognize the method of exercise selected
by the Participant (other than the method of exercise set forth in Section
6(e)(i)), if, in the opinion of counsel to the Company, (i) the Participant is,
or within the six months preceding such exercise was, subject to reporting
under Section 16(a) of the Exchange Act, and (ii) there is a substantial
likelihood that the method of exercise selected by the Participant would
subject the Participant to substantial risk of liability under Section 16 of
the Exchange Act. Furthermore, no Incentive Stock Option may be exercised in
accordance with the methods of exercise set forth in subsections 6(e)(ii) and
6(e)(iii) above unless, in the opinion of counsel to the Company, such exercise
would not have a material adverse effect upon the incentive stock option tax
treatment of any outstanding Incentive Stock Options or Incentive Stock Options
(other than the particular option or options then exercised in accordance with
such subsection 6(e)(ii) or 6(e)(iii)) granted pursuant to the Plan.

(g) TAX WITHHOLDING. In addition to the alternative methods of
exercise set forth in Section 6(e), holders of Nonqualified Stock Options,
subject to the discretion of the Committee, may be entitled to elect at or
prior to the time the exercise notice is delivered to the Company, to have the
Company withhold from the shares of Common Stock to be delivered upon exercise
of the Nonqualified Stock Option the number of shares of Common Stock
(determined based on the Fair Market Value as of the date preceding the
Company's receipt of the exercise notice) that is necessary to satisfy any
withholding taxes attributable to the exercise of the Nonqualified Stock
Option. If withholding is made in shares of the Common Stock pursuant to the
method set forth above, the Committee, in its discretion, may grant "Reload
Option(s)" (as defined in Section 6(h) below) on the terms specified in Section
6(h) below for the number of shares so withheld. Notwithstanding the foregoing
provisions, a holder of a Nonqualified Stock Option may not elect to satisfy
his or her withholding tax obligation in respect of any exercise as
contemplated above if, in the opinion of counsel to the Company, (i) the holder
of the Nonqualified Stock Option is, or within the six months preceding such
exercise was, subject to reporting under Section 16(a) of the Exchange Act,
(ii) there is a substantial likelihood that the election or timing of the
election would subject the holder to a substantial risk of liability under
Section 16 of the Exchange Act, or (iii) such withholding would have an adverse
tax or accounting effect to the Company.

(h) GRANT OF RELOAD OPTIONS. Whenever the Participant holding any
Incentive Stock Option or Nonqualified Stock Option (the "Original Option")
outstanding under this Plan (including any "Reload Options" granted under the
provisions of this Section 6(h)) exercises the Original Option and makes
payment of the option price by tendering shares of the Common Stock previously
held by him or her pursuant to Section 6(e)(ii) hereof, then the Committee may
grant a new option (the "Reload Option") for that number of additional shares
of Common Stock which is equal to the number of shares tendered by the
Participant in payment of the option price for the

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<PAGE> 6
Original Option being exercised. All such Reload Options granted hereunder
shall be on the following terms and conditions:

(i) The Reload Option price per share shall be an amount
equal to the then current Fair Market Value per share of the Common
Stock, determined as of the date of the Company's receipt of the
exercise notice for the Original Option;

(ii) The option exercise period shall expire, and the
Reload Option shall no longer be exercisable, on the expiration of the
option period of the Original Option or two (2) years from the date of
the grant of the Reload Option, whichever is later;

(iii) Any Reload Option granted under this Section 6(h)
shall vest and first become exercisable one (1) year following the
date of exercise of the Original Option; and

(iv) All other terms of Reload Options granted hereunder
shall be identical to the terms and conditions of the Original Option,
the exercise of which gives rise to the grant of the Reload Option.

Even if the shares of Common Stock which are issued upon exercise of the
Original Option are sold or exchanged within one (1) year following the
exercise of the Original Option such that the sale constitutes a disqualifying
disposition for Incentive Stock Option treatment under the Code, no provision
of this Plan shall be construed as prohibiting such a sale.

(i) SPECIAL RULE FOR INCENTIVE STOCK OPTIONS. With respect to
Incentive Stock Options granted under the Plan, the aggregate Fair Market Value
(determined as of the date Incentive Stock Options are granted) of the number
of shares with respect to which Incentive Stock Options are exercisable for the
first time by a Participant during any calendar year shall not exceed one
hundred thousand dollars ($100,000) as of the time the option with respect to
such stock is granted or such other limits as may be required by the Code.

(j) DEFERRED COMPENSATION STOCK OPTIONS. Deferred Compensation
Stock Options are intended to provide a means by which compensation payments
can be deferred to future dates. The number of shares of Common Stock subject
to a Deferred Compensation Stock Option shall be determined by the Committee,
in its sole discretion, in accordance with the following formula:

Amount of Compensation to be Deferred
-------------------------------------- = Number of
Fair Market Value - Stock Option Price Shares

Amounts of compensation deferred may include amounts earned under Awards
granted under the Plan or under any other compensation plan, program, or
arrangement of the Company as permitted by the Committee.

(k) INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan
to the contrary, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended, or altered, nor shall any discretion or authority
granted under the Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code or, without the consent of the Participant(s) affected,
to disqualify any Incentive Stock Option under such Section 422 of the Code.
To the extent permitted under Section 422 of the Code or applicable regulations
thereunder or any applicable Internal Revenue Service pronouncements:

(i) if a Participant's employment is terminated by reason
of death or Disability and the portion of any Incentive Stock Option
that becomes exercisable during the post-termination period specified
in Section 10(a) or 10(b) exceeds the $100,000 limitation contained in
Section 422(d) of the Code set forth in Section 6(i) above, such
excess shall be treated as a Nonqualified Stock Option; and

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<PAGE> 7
(ii) if the exercise of an Incentive Stock Option is
accelerated by reason of a Change in Control (as defined in Section 13
below), any portion of such Option that exceeds the $100,000
limitation set forth in Section 6(i) above shall be treated as a
Nonqualified Stock Option.

7. STOCK APPRECIATION RIGHTS.

The grant of Stock Appreciation Rights under the Plan shall be subject
to the following terms and conditions, and shall contain such additional terms
and conditions, not inconsistent with the express terms of the Plan, as the
Committee shall deem desirable:

(a) STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is an
Award entitling a Participant to receive an amount equal to (or if the
Committee shall determine at the time of grant, less than) the excess of the
Fair Market Value of a share of Common Stock on the date of exercise over the
Fair Market Value of a share of Common Stock on the date of grant of the Stock
Appreciation Right, or such other price as may be set by the Committee,
multiplied by the number of shares of Common Stock with respect to which the
Stock Appreciation Right shall have been exercised.

(b) GRANT. A Stock Appreciation Right shall be granted
separately. In no event will Stock Appreciation Rights and other Awards be
issued in tandem whereby the exercise of one such Award affects the right to
exercise the other.

(c) EXERCISE. A Stock Appreciation Right may be exercised by a
Participant in accordance with procedures established by the Committee, except
that in no event shall a Stock Appreciation Right be exercisable prior to the
first Anniversary Date of the date of grant. The Committee shall establish
procedures to provide that, with respect to any Participant subject to Section
16(b) of the Exchange Act who would receive cash in whole or in part upon
exercise of the Stock Appreciation Right, such exercise may only occur during
an exercise period described in Rule 16b-3(e)(3)(iii) (as such provision exists
from time to time) which, as of the date of adoption of this Plan, is a period
beginning on the third (3rd) business day following the Company's public
release of quarterly or annual summary statements of sales and earnings and
ending on the twelfth (12th) business day following such public release
("Window Period"). To the extent it is not inconsistent with the preceding
sentence, the Committee, in its discretion, may provide that a Stock
Appreciation Right shall be automatically exercised on one or more specified
dates, or that a Stock Appreciation Right may be exercised during only limited
time periods.

(d) FORM OF PAYMENT. Payment to the Participant upon exercise of
a Stock Appreciation Right may be made (i) in cash, by certified or cashier's
check or by money order, (ii) in shares of Common Stock, (iii) in the form of a
Deferred Compensation Stock Option, or (iv) any combination of the above, as
the Committee shall determine. The Committee may elect to make this
determination either at the time the Stock Appreciation Right is granted, or
with respect to payments contemplated in clauses (i) and (ii) above, at the
time of the exercise.

8. RESTRICTED AWARDS.

Restricted Awards granted under the Plan may be in the form of either
Restricted Stock Grants or Restricted Unit Grants. Restricted Awards shall be
subject to the following terms and conditions, and may contain such additional
terms and conditions, not inconsistent with the express provisions of the Plan,
as the Committee shall deem desirable:

(a) RESTRICTED STOCK GRANTS. A Restricted Stock Grant is an Award
of shares of Common Stock transferred to a Participant subject to such terms
and conditions as the Committee deems appropriate, as set forth in Section 8
(d) below. Further, as a condition to the grant of Restricted Stock to any
Participant who, at the date of grant has not been employed by the Company and
has not performed services for the Company, the Committee shall require such
Participant to pay at least an amount equal to the par value of the shares of
Common Stock subject

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<PAGE> 8
to the Restricted Stock Grant within thirty (30) days of the date of the grant,
and failure to pay such amount shall result in an automatic termination of the
Restricted Stock Grant.

(b) RESTRICTED UNIT GRANTS. A Restricted Unit Grant is an Award
of units granted to a Participant subject to such terms and conditions as the
Committee deems appropriate, including, without limitation, the requirement
that the Participant forfeit such units upon termination of employment for
specified reasons within a specified period of time, and restrictions on the
sale, assignment, transfer or other disposition of the units. Based on the
discretion of the Committee at the time a Restricted Unit Grant is awarded to a
Participant, a unit will have a value (i) equivalent to one share of Common
Stock, or (ii) equivalent to the excess of the Fair Market Value of a share of
Common Stock on the date the restriction lapses over the Fair Market Value of a
share of Common Stock on the date of the grant of the Restricted Unit Grant (or
over such other value as the Committee determines at the time of the grant).

(c) GRANT OF AWARDS. Restricted Awards shall be granted
separately under the Plan in such form and on such terms and conditions as the
Committee may from time to time approve. Restricted Awards, however, may not
be granted in tandem with other Awards whereby the exercise of one such Award
affects the right to exercise the other. Subject to the terms of the Plan, the
Committee shall determine the number of Restricted Awards to be granted to a
Participant and the Committee may impose different terms and conditions on any
particular Restricted Award made to any Participant. Each Participant
receiving a Restricted Stock Grant shall be issued a stock certificate in
respect of the shares of Common Stock. The certificate shall be registered in
the name of the Participant, shall be accompanied by a stock power duly
executed by the Participant, and shall bear an appropriate legend referring to
the terms, conditions and restrictions applicable to the Award. The
certificate evidencing the shares shall be held in custody by the Company until
the restrictions imposed thereon shall have lapsed or been removed.

(d) RESTRICTION PERIOD. Restricted Awards shall provide that in
order for a Participant to vest in the Awards, the Participant must
continuously provide services for the Company or its Subsidiaries, subject to
relief for specified reasons, for a period of not less than one (1) year
commencing on the date of the Award and ending on such later date or dates as
the Committee may designate at the time of the Award ("Restriction Period").
During the Restriction Period, a Participant may not sell, assign, transfer,
pledge, encumber, or otherwise dispose of shares of Common Stock received under
a Restricted Stock Grant. The Committee, in its sole discretion, may provide
for the lapse of restrictions in installments during the Restriction Period.
Upon expiration of the applicable Restriction Period (or lapse of restrictions
during the Restriction Period where the restrictions lapse in installments),
the Participant shall be entitled to receive his or her Restricted Award or the
applicable portion thereof, as the case may be. Upon termination of a
Participant's employment with the Company or any Subsidiary for any reason
during the Restriction Period, all or a portion of the shares or units, as
applicable, that are still subject to a restriction may vest or be forfeited,
in accordance with the terms and conditions established by the Committee at or
after grant.

(e) PAYMENT OF AWARDS. A Participant shall be entitled to receive
payment for a Restricted Unit Grant (or portion thereof) in an amount equal to
the aggregate Fair Market Value of the units covered by the Award upon the
expiration of the applicable Restriction Period. Payment in settlement of a
Restricted Unit Grant shall be made as soon as practicable following the
conclusion of the respective Restriction Period (i) in cash, by certified or
cashier's check or by money order, (ii) in shares of Common Stock equal to the
number of units granted under the Restricted Unit Grant with respect to which
such payment is made, (iii) in the form of a Deferred Compensation Stock
Option, or (iv) in any combination of the above, as the Committee shall
determine, subject, however, to any applicable Window Period requirement
imposed by the Committee with respect to Restricted Unit Grants settled in
whole or in part in cash. The Committee may elect to make this determination
either at the time the Award is granted, or with respect to payments
contemplated in clause (i) and (ii) above, at the time the Award is settled.

(f) RIGHTS AS A SHAREHOLDER. A Participant shall have, with
respect to the shares of Common Stock received under a Restricted Stock Grant,
all of the rights of a shareholder of the Company, including the right to

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<PAGE> 9
vote the shares, and the right to receive any cash dividends. Stock dividends
issued with respect to the shares covered by a Restricted Stock Grant shall be
treated as additional shares under the Restricted Stock Grant and shall be
subject to the same restrictions and other terms and conditions that apply to
shares under the Restricted Stock Grant with respect to which the dividends are
issued.

9. PERFORMANCE BONUS AWARDS.

Performance Bonus Awards granted under the Plan may be in the form of
cash or shares of Common Stock, or a combination thereof. Performance Bonus
Awards shall be subject to the following terms and conditions, and shall
contain such additional terms and conditions, not inconsistent with the express
provisions of the Plan, as the Committee shall deem desirable:

(a) GRANT OF AWARDS. Performance Bonus Awards may be granted
under the Plan in such form as the Committee may from time to time approve.
Subject to the terms of the Plan, the Committee shall determine the Performance
Bonus Awards to be granted to a Participant for any given calendar year, and
the Committee may impose different terms and conditions on any particular
Performance Bonus Award made to any Participant including, but not limited to,
restrictions on the sale, assignment and transfer of Common Stock covered by a
Performance Bonus Award.

(b) PERFORMANCE FACTORS. Except under the circumstances described
in Section 9(e) below, the Committee shall evaluate the following performance
factors for a particular calendar year ("Performance Factors") in ascertaining
percentages ("Percentages") to be used in determining a Participant's
Performance Bonus Award grant under the formula set forth in Section 9(c)
below:

(i) Annual increases in earnings per share of the Company
("Earnings Per Share") as reflected from the end of one year to the
end of the immediately following calendar year, shall be ascribed the
following Percentages, subject to any adjustment deemed necessary by
the Committee in light of circumstances affecting the Company's
Earnings Per Share, with one category of Percentages applying to the
Chief Executive Officer of the Company ("CEO Percentage") and another
category of Percentages applying to all other Participants ("Other
Percentage"):

<TABLE>
<CAPTION>
EARNINGS PER SHARE CEO OTHER
INCREASE PERCENTAGE PERCENTAGE
------------------ ---------- ----------
<S> <C> <C>
0 to 14.9% 0% 0%
15% to 17.5% 23.3% 8%
17.6% to 22.5% 46.6% 16%
22.6% and above 70.0% 25%
</TABLE>

(ii) Annual increases in the Company's assets ("Assets")
from the end of one year to the end of the immediately following
calendar year, as measured primarily by the change in the volume of
oil and gas reserves calculated in accordance with criteria
established by the Securities and Exchange Commission, shall be
ascribed the following Percentages, subject to any adjustment deemed
necessary by the Committee in light of circumstances affecting the
value of the Company's Assets:

<TABLE>
<CAPTION>
INCREASE CEO OTHER
IN ASSETS PERCENTAGE PERCENTAGE
--------- ---------- ----------
<S> <C> <C>
0 to 14.9% 0% 0%
15% to 17.5% 23.3% 8%
17.6% to 22.5% 46.6% 16%
22.6% and above 70.0% 25%
</TABLE>

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<PAGE> 10
(iii) The overall performance of each Participant in
contributing to the Company's achievement of its strategic objectives
("Performance") will be evaluated by the Committee and classified as
average, good, very good or excellent. In its sole discretion, the
Committee may evaluate the Performance of any group or groups of
Participants and ascribe the same Percentage to each Participant in
such group. The following Percentages shall be ascribed to the
indicated Performance categories:

PERFORMANCE CEO OTHER
CATEGORY PERCENTAGE PERCENTAGE
------------ ---------- ----------
<S> <C> <C>
Average 0% 0%
Good 23.3% 8%
Very Good 46.6% 16%
Excellent 70.0% 25%
</TABLE>

(c) FORMULA FOR DETERMINING PERFORMANCE BONUS AWARDS. Except
under the circumstances described in Section 9(d) below, the Committee shall
determine each Participant's Performance Bonus Award by (i) multiplying 0.334
by the applicable Percentage for each Performance Factor (Earnings Per Share,
Assets and Performance), calculated as described in Section 9(b), (ii) adding
the three products thereof to obtain a Participant's "Bonus Percentage," and
(iii) multiplying the applicable Bonus Percentage by the Participant's base
employee salary at December 31 of the year for which the Award is being
determined.

(d) ADJUSTMENTS OF PERFORMANCE BONUS AWARDS. In the sole
discretion of the Committee on the basis of such factors as it shall deem
relevant, the Committee may elect (i) to increase or decrease Performance Bonus
Awards calculated in accordance with the foregoing provisions of this Section
9, (ii) to change the Percentages ascribed to various categories of
performance, or (iii) to consider different or additional Performance Factors
than those described above. Any such adjustment or alteration in Performance
Factors considered shall be made or applied on a uniform basis among all
Participants to whom Performance Bonus Awards are being granted (other than the
CEO, as to whom a different adjustment or alteration may be made). Factors to
be considered by the Committee in determining to make such an adjustment or
alteration may include, but shall not be limited to, (i) the Company's
then-existing financial situation, (ii) changes in the Company's business
affecting the relative importance of one or more Performance Factors, and (iii)
the existence of extraordinary or unusual circumstances or events that affected
one or more Performance Factors during the relevant calendar year.

10. TERMINATION OF EMPLOYMENT.

The terms and conditions under which an Award may be exercised after a
Participant's termination of employment shall be determined by the Committee,
except as otherwise provided herein. The conditions under which such post-
termination exercises shall be permitted with respect to Incentive Stock
Options shall be determined in accordance with the provisions of Section 422 of
the Code and as otherwise provided in Section 6 above, provided that the
Compensation Committee, in its sole discretion, may accelerate the dates upon
which all or a portion of any outstanding unexercised Incentive Stock Option
held by a Participant may be exercised following such termination of
employment.

(a) TERMINATION BY DEATH. Subject to Section 6(k), if a
Participant's employment by the Company or any Subsidiary terminates by reason
of the Participant's death or if the Participant's death occurs within three
months after the termination of his or her employment, any Award held by such
Participant may thereafter be exercised, to the extent such Award otherwise was
then exercisable by the Participant, by the legal representative of the
Participant's estate or by any person who acquired the Award by will or the
laws of descent and distribution, for a period of one year from the
Participant's termination of employment (as contemplated in this Section 10(a))
or until the expiration of the stated term of the Award, whichever period is
the shorter. Any right of exercise under a nonvested Award held by a
Participant at the time of his or her death is extinguished and terminated.

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<PAGE> 11
(b) TERMINATION BY REASON OF DISABILITY. Subject to Section 6(k),
if a Participant's employment by the Company or Subsidiary terminates by reason
of Disability, any Award held by such Participant may thereafter be exercised
by the Participant, to the extent such Award otherwise was then exercisable by
the Participant, for a period of one year from the date of such termination of
employment or until the expiration of the stated term of such Award, whichever
period is the shorter; provided, however, that if the Participant dies within
such one-year period, any unexercised Award held by such Participant shall
thereafter be exercisable to the extent to which it was exercisable at the time
of such death or until the expiration of the stated term of such Award,
whichever period is shorter. Any right of exercise under a nonvested Award
held by the Participant at the time of his or her termination by reason of
Disability is terminated and extinguished.

(c) OTHER TERMINATION. Subject to Section 6(k), if a
Participant's employment by the Company or any Subsidiary is terminated for any
reason, any Award held by the Participant at the time of his or her termination
shall be exercisable, to the extent otherwise then exercisable, for the lesser
of three (3) months from the date of such termination or the balance of the
term of the Award, and any right of exercise under any nonvested Award held by
a Participant at the time of his or her termination is terminated and
extinguished; provided, however, that upon termination of employment, if the
Participant continues to serve, or commences serving, as a director of the
Company, then in such event any Awards may continue to be held by the
Participant under the original terms thereof, with any Incentive Stock Options
held by such Participant to henceforth be treated as Nonqualified Stock
Options.

11. NON-TRANSFERABILITY OF AWARDS.

No Award under the Plan, and no rights or interest therein, shall be
assignable or transferable by a Participant except by will or the laws of
descent and distribution, after which assignment Section 10(a) hereof shall
apply to exercise of the Award by the assignee. During the lifetime of a
Participant, Awards are exercisable only by, and payments in settlement of
Awards will be payable only to, the Participant or his or her legal
representative.

12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.

(a) The existence of the Plan and the Awards granted hereunder
shall not affect or restrict in any way the right or power of the Board or the
shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any
issue of bonds, debentures, preferred or prior preference stocks ahead of or
affecting the Company's Common Stock or the rights thereof, the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding.

(b) In the event of any change in capitalization affecting the
Common Stock of the Company, such as a stock dividend, stock split,
recapitalization, merger, consolidation, split-up, combination, exchange of
shares, other form of reorganization, or any other change affecting the Common
Stock, the Board, in its discretion, may make proportionate adjustments it
deems appropriate to reflect such change with respect to (i) the maximum number
of shares of Common Stock which may be sold or awarded to any Participant, (ii)
the number of shares of Common Stock covered by each outstanding Award, and
(iii) the price per share in respect of the outstanding Awards.
Notwithstanding the foregoing, the Board may only increase the aggregate number
of shares of Common Stock for which Awards may be granted under the Plan solely
to reflect the change, if any, of the capitalization of the Company or a
Subsidiary.

(c) The Committee may also make such adjustments in the number of
shares covered by, and the price or other value of any outstanding Awards in
the event of a spin-off or other distribution (other than normal cash
dividends) of Company assets to shareholders.

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<PAGE> 12
13. CHANGE OF CONTROL.

(a) In the event of a Change of Control (as defined in Paragraph
(b) below) of the Company, and except as the Board may expressly provide
otherwise in resolutions adopted prior to the Change of Control:

(i) All Stock Options or Stock Appreciation Rights then
outstanding shall become fully exercisable as of the date of the
Change of Control, and

(ii) All restrictions and conditions of all Restricted
Stock Grants and Restricted Unit Grants then outstanding shall be
deemed satisfied as of the date of the Change of Control,

subject to the limitation that any Award which has been outstanding less than
one (1) year on the date of the Change of Control shall not be afforded such
treatment.

(b) A "Change of Control" shall be deemed to have occurred upon
the occurrence of any one (or more) of the following events, other than a
transaction with another person controlled by the Company or its officers or
directors, or a benefit plan or trust established by the Company for its
employees:

(i) Any person, including a group as defined in Section
13(d)(3) of the Exchange Act, becomes the beneficial owner of shares
of the Company with respect to which 40% or more of the total number
of votes for the election of the Board may be cast;

(ii) As a result of, or in connection with, any cash
tender offer, exchange offer, merger or other business combination,
sale of assets or contested election, or combination of the above,
persons who were directors of the Company immediately prior to such
event shall cease to constitute a majority of the Board;

(iii) The stockholders of the Company shall approve an
agreement providing either for a transaction in which the Company will
cease to be an independent publicly owned corporation or for a sale or
other disposition of all or substantially all the assets of the
Company; or

(iv) A tender offer or exchange offer is made for shares
of the Company's Common Stock (other than one made by the Company),
and shares of Common Stock are acquired thereunder ("Offer").
However, the acceleration of the exercisability of outstanding Awards
upon the occurrence of an Offer shall be within the discretion of the
Board.

14. AMENDMENT AND TERMINATION.

(a) AMENDMENTS WITHOUT SHAREHOLDER APPROVAL. Except as set forth
in Sections 14(b) and 14(c) below, the Board may, without further approval of
the shareholders, at any time amend, alter, discontinue or terminate this Plan,
in such respects as the Board may deem advisable.

(b) AMENDMENTS REQUIRING SHAREHOLDER APPROVAL. Except as set
forth in Section 14(c) below, to comply with the restrictions set forth in Rule
16b-3 promulgated under the Exchange Act, as amended and in effect from time to
time (or any successor rule) and to comply with the Code and accompanying
regulations, but subject to changes in law or other legal requirements
(including any change in the provisions of Rule 16b-3 and the Code and
accompanying Regulations that would permit otherwise), the Board must obtain
approval of the shareholders to make any amendment that would (a) increase the
aggregate number of shares of Common Stock that may be issued under the Plan
(except for adjustments pursuant to Section 12 of the Plan), (b) materially
modify the requirements as to eligibility for participation in the Plan, or (c)
materially increase the benefits accruing to Participants under the Plan.

-12-
<PAGE> 13
(c) PROHIBITED AMENDMENTS. Notwithstanding Sections 14(a) and
14(b), under no circumstances may the Board or Committee (i) amend, alter,
discontinue or terminate the requirements set forth in Sections 6(b), 6(c),
6(i) and 6(k) with respect to Incentive Stock Options unless (a) such
modifications are made to comply with changes in the tax laws, or (b) the Plan
is completely terminated, or (ii) make any amendment, alteration or
modification to the Plan that would impair the vested rights of a Participant
under any Award theretofore granted under this Plan.

15. MISCELLANEOUS MATTERS.

(a) TAX WITHHOLDING. In addition to the authority set forth in
Section 6(g) above, the Company shall have the right to deduct from a
Participant's wages or from any settlement, including the delivery of shares,
made under the Plan any federal, state, or local taxes of any kind required by
law to be withheld with respect to such payments, or to take such other action
as may be necessary in the opinion of the Company to satisfy all obligations
for the payment of such taxes.

(b) NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor
the granting of any Award shall confer upon any Participant any right to
continue employment with the Company or any Subsidiary, as the case may be, nor
shall it interfere in any way with the right of the Company or a Subsidiary to
terminate the employment of any Participant at any time, with or without cause.

(c) ANNULMENT OF AWARDS. The grant of any Award under the Plan
payable in cash is provisional until cash is paid in settlement thereof. The
grant of any Award payable in Common Stock is provisional until the Participant
becomes entitled to the certificate in settlement thereof. In the event the
employment of a Participant is terminated for cause (as defined below), any
Award which is provisional shall be annulled as of the date of such termination
for cause. For the purpose of this Section 15(c), the term "terminated for
cause" means any discharge for violation of the policies and procedures of the
Company or a Subsidiary or for other job performance or conduct which is
detrimental to the best interests of the Company or a Subsidiary.

(d) SECURITIES LAW RESTRICTIONS. No shares of Common Stock shall
be issued under the Plan unless counsel for the Company shall be satisfied that
such issuance will be in compliance with applicable Federal and state
securities laws. Certificates for shares of Common Stock delivered under the
Plan may be subject to such stock-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed, and any applicable Federal or state
securities law. The Committee may cause a legend or legends to be put on any
such certificates to refer to those restrictions.

(e) AWARD AGREEMENT. Each Participant receiving an Award under
the Plan shall enter into an agreement with the Company in a form specified by
the Committee agreeing to the terms and conditions of the Award and such
related matters as the Committee, in its sole discretion, shall determine.

(f) COSTS OF PLAN. The costs and expenses of administering the
Plan shall be borne by the Company.

(g) GOVERNING LAW. The Plan and all actions taken thereunder
shall be governed by and construed in accordance with the laws of the State of
Texas.

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<PAGE> 14
(h) EFFECTIVE DATE. The Plan as amended and restated herein shall
be effective if, and when, approved by a majority of the Company's shareholders
at the 1994 annual meeting of shareholders or any adjournment thereof, subject
to the provisions of Section 5(c) hereof.

SWIFT ENERGY COMPANY, a Texas corporation

By: /s/ A. EARL SWIFT

Its: /s/ President

Date: May 10, 1994

-14-

<PAGE> 1

Exhibit 10(i)

AGREEMENT AND RELEASE

THE STATE OF TEXAS )
) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF HARRIS )

This Agreement and Release is made and entered into between Virgil
Neil Swift (hereinafter referred to as "Mr. Swift"), whose current address is
2807 Trail Lodge, Kingwood, Texas 77339 and Swift Energy Company (hereinafter
referred to as "Company"), with current business address at 16825 Northchase,
Houston, Texas 77060. This Agreement and Release is made in light of the
following:

RECITALS:

Company desires to reach an agreement with Mr. Swift for the gradual
separation of Mr. Swift from Company as an employee. In order to reach
agreement with Mr. Swift to assume a gradually reduced role and work schedule
with the Company, and one which will provide him with certain security in the
form of compensation and benefits, Mr. Swift and Company have agreed to enter
into this Agreement and Release, which Mr. Swift and Company acknowledge is to
their mutual benefit.

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<PAGE> 2
NOW THEREFORE, in consideration of the above recitals and the promises
to be kept hereunder, Mr. Swift and the Company make the following agreement:

AGREEMENT:

1. Upon execution hereof, the parties agree to do the following:

A. Employee Status: Subject to the terms and provisions
of this Agreement, Mr. Swift will remain an employee of the Company
and retain his position as Executive Vice President of the Company for
a term beginning June 1, 1994 and continuing thereafter through June
1, 1999, unless earlier terminated in accordance with Subsection G. of
this Section 1. of this Agreement.

B. Duties: Mr. Swift will provide advisory and
consultation services to the officers and directors of the Company,
concentrating his efforts in the areas of new business development,
natural gas marketing and storage, oil and gas exploration and
production operations, stock and partnership matters and public
relations presentations, and such other activities as may be
designated from time to time by the President of the Company,
hereinafter collectively referred to as "services." Mr. Swift will
report directly to the President of Company.

C. Health Insurance: While Mr. Swift is an employee of
the Company under this Agreement, the Company will continue to provide
Mr. Swift with substantially the same health insurance coverage as Mr.
Swift is currently entitled to receive under currently existing
policies and procedures of the Company and Company insurance policies
as each of them may be amended from time to time, subject to
eligibility or coverage requirements of any health insurance plans,
policies or procedures.

D. Place and Time of Performance: While Mr. Swift is an
employee of the Company under this Agreement, Mr. Swift will provide
services to the Company during normal Company business hours at the
Company's principal place of business in Houston, Texas, as follows:

2
<PAGE> 3

<TABLE>
<CAPTION>
Years Minimum Hours Minimum Hours
Beginning Ending Per Work Week Per Year
------------------- ------------- --------
<S> <C> <C> <C> <C>
1st year 6/1/94 5/31/95 30 hours 1560
2nd year 6/1/95 5/31/96 24 hours 1248
3rd year 6/1/96 5/31/97 20 hours 1040
4th year 6/1/97 5/31/98 20 hours 1040
5th year 6/1/98 5/31/99 20 hours 1040
</TABLE>

It is understood that Mr. Swift need not work the exact minimum number
of hours specified above for each work week during the year, so long
as Mr. Swift accumulates the total minimum number of hours specified
above for the year and averages the minimum number of hours specified
above for each work week during the year. The number of hours worked
each week, including any accumulation of hours over the minimum
number of hours specified above for the week, shall be reported
semi-monthly to the Company on the Company's time sheets. Any
accumulation of hours worked in a week, over the minimu number of
hours, may be used to offset hours below the minimum number of hours
worked in another work week. Provided, however, except in the case
of an emergency requiring absence from the office, Mr. Swift shall
advise and obtain the consent of the President of the Company prior
to being absent from the office for one (1) full week or more.

E. Reduced Salary: Mr. Swift's salary shall be reduced
to the amount per semi-monthly pay period shown as "Reduced Salary" in
Exhibit "A," attached hereto and made a part hereof, less normal
federal deductions for FICA and withholding ("Reduced Salary").
Annual upward adjustments to the Reduced Salary may be made in
accordance with the determinations of the Compensation Committee of
the Board of Directors of the Company but in no case will such
adjustments be less than an annual cost-of-living adjustment for
inflation, which shall be calculated annually beginning on June 1,
1995 and each June 1st thereafter, while Mr. Swift is an employee of
the Company under this Agreement, based upon the cost-of-living
adjustment as computed by the Social Security Administration (for its
annuitants) for the previous year; provided, however, such annual
adjustment for inflation shall only be made if there is an upward
adjustment for inflation. There shall be no downward adjustments to
the Reduced Salary while Mr. Swift is an employee of the Company under
this Agreement. Notwithstanding the foregoing, Mr. Swift shall be
entitled to be considered for participation in any bonuses established
by

3
<PAGE> 4
the Board of Directors based upon his Reduced Salary and while
Mr. Swift is an employee of the Company under this Agreement, he shall
be entitled to be considered for participation in the Company's group
medical and dental insurance plan, accidental death and dismemberment
insurance, long-term disability insurance, universal life insurance
policies, group term life insurance policies, 401(k) Plan, or Employee
Stock Purchase Plan, if allowed under the eligibility requirements or
policies for all participants therein, as those eligibility
requirements or policies may change from time to time, although due
to the reduced hours of work provided for herein after June 1, 1995,
IT IS ANTICIPATED THAT MR. SWIFT WILL NOT BE ELIGIBLE TO PARTICIPATE
UNDER ANY OF THESE PLANS OR POLICIES AFTER JUNE 1, 1995.

F. Consideration for Non-Competition: In consideration
of Mr. Swift's continued compliance with Sections 3 and 4 of this
Agreement (whether or not Mr. Swift continues as an employee of the
Company under this Agreement), the Company shall pay to Mr. Swift
four equal annual installments of the amount shown as "Non-Competition
Payment" on Exhibit "A," less normal federal deductions, if any
("Non-Competition Payment"), beginning upon the signing of this
Agreement and continuing on July 1 of each succeeding year (for three
additional years), so long as Mr. Swift is in compliance with
Sections 3 and 4 of this Agreement.

G. Early Termination: Either party hereto may terminate
Mr. Swift's employment under this Agreement at any time, for any or
no reason, upon at least two weeks prior written notice of termination
given to the other party, subject to the following:

(1) Prior to Change of Control: In the
event Mr. Swift's employment hereunder is terminated by either
party prior to, or by Mr. Swift after, a "Change of Control,"
as defined below in this Subsection G. of this Section 1., Mr.
Swift shall continue to receive the Non-Competition Payment as
provided above in F. of this Section 1 so long as Mr. Swift is
in compliance with Sections 3 and 4 of this Agreement, but
shall not continue to receive Mr. Swift's Reduced Salary under
this Agreement. Mr. Swift's continued receipt of the
Non-Competition, shall be Company's sole liability to Mr.
Swift in the event of early termination of employment of Mr.
Swift by the Company prior to a "Change of Control," as
defined at (3) below of this Subsection G. of this Section 1.

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<PAGE> 5

(2) After Change of Control: In the event
Mr. Swift's employment is terminated by the Company, after,
by, on account of, or in connection with, a "Change of
Control," as defined below in this Subsection G. of this
Section 1. (it being the intent of the parties that Mr.
Swift's Reduced Salary will be protected in the event of a
Company takeover, whether friendly or unfriendly), Mr. Swift
shall:

(a) receive the remaining unpaid balance
of Mr. Swift's Reduced Salary (calculated from the
effective date of termination through May 31, 1999),
in a single lump sum payment, discounted at the rate
of eight percent (8%) per annum, within fifteen (15)
days from and after the date of termination of Mr.
Swift by the Company, and

(b) continue to receive Mr. Swift's
Non-Competition Payment as provided in F. of this
Section 1 so long as Mr. Swift is in compliance with
Section 3 and Subsection A. of Section 4 of this
Agreement and Mr. Swift shall, in such event, no
longer be required to comply with the provisions of
Subsection B. of Section 4 of this Agreement.

The payments provided for above in Subsection G.(2) of this
Section 1 shall be Company's sole liability to Mr. Swift in
the event of early termination of employment of Mr. Swift by
the Company after a "Change of Control."

(3) Change of Control: "Change of Control,"
for purposes of this Agreement, shall be deemed to have
occurred upon the occurrence of any one (or more) of the
following events, other than a transaction with another person
controlled by the Company or its officers:

(i) Any person, including a group as defined
in Section (3)(d) (3) of the Securities Exchange Act
of 1934, as amended, becomes the beneficial owner of
shares of the voting stock of the Company with
respect to which 40% or more of the total number of
votes for the election of the Board may be cast.

(ii) As a result of, or in connection with,
any cash tender offer, exchange offer, merger or
other business combination, sale of assets or
contested election, or combination of the above,
persons who were directors of the Company immedi-

5
<PAGE> 6
ately prior to such event shall cease to constitute
a majority of the Board;

(iii) The stockholders of the Company shall
approve an agreement providing either for a
transaction in which the Company will cease to be an
independent publicly owned corporation or for a sale
or other disposition of all or substantially all the
assets of the Company; or

(iv) A tender offer or exchange offer is
made for shares of the Company's Common Stock (other
than one made by the Company), and shares of Common
Stock are acquired thereunder ("Offer").

H. While Mr. Swift in an employee of the Company under this
Agreement, Mr. Swift shall continue to be entitled to reimbursement
of the normal and customary business expenses of the same type and
character as Mr. Swift is currently entitled to receive under the
current policies and procedures of the Company as they may be amended
from time to time.

2. Mr. Swift, on behalf of himself and his successors, heirs,
assigns, executors, attorneys, agents, representatives, and any other person
claiming by, through or under him, unconditionally and forever RELEASES,
ACQUITS and DISCHARGES Company, its owners, successors, directors, officers,
employees, former employees, consultants, agents and assigns (hereinafter
collectively referred to as "RELEASED PARTIES") from any and all claims,
charges, causes of action, rights, damages, losses, liabilities and demands,
whether based upon statute or in tort, contract, or any other legal or
equitable theory of recovery, which Mr. Swift now has or may have, of any kind
or character, now known, including, but not limited to, any claim for salary,
compensation, benefits, expenses, compensatory and exemplary

6
<PAGE> 7
damages, (statutory or common law), interest, attorney's fees, costs, and any
form of declaratory or injunctive relief, arising from, attributable to, related
to (i) Mr. Swift's employment with Company; (ii) the entry into this Agreement
and Release; (iii) the change of Mr. Swift's employment status from an at-will
employee to having this contract of employment for a specific term subject to
early termination as hereinabove provided in Section 1 of this Agreement and
Release; (iv) any alleged discriminatory, retaliatory, tortious, contractual
and/or improper actions towards Mr. Swift now known; and (v) any and all other
acts or omissions related to any matter arising from the employment of Mr. Swift
by Company up to and including the date of the execution of this Agreement and
Release. This release includes, but is not limited to, any claims of wrongful
employment actions, discrimination (based on age or any other factor), including
claims brought under the Employee Retirement Income Security Act, Age
Discrimination in Employment Act of 1967, Older Workers Benefit Protection Act
of 1992, Title VII of the Civil Rights Act of 1964, or the Texas Commission on
Human Rights Act, the Texas Workers' Compensation Act, retaliation, slander,
intentional and/or negligent infliction of emotional distress, mental anguish,
breach of an implied covenant of good faith and fair dealing, negligent training
or supervision, conspiracy, or any other alleged unlawful or wrongful conduct,
whether arising

7
<PAGE> 8

under any federal or state statutes, regulation or the common
law (contract, tort or other) of any jurisdiction.

3. This Agreement and Release and its terms shall be maintained
in strict confidence by Mr. Swift, his spouse and representatives. Mr. Swift
and his spouse agree that they will not disclose, directly or indirectly, the
terms of this Agreement and Release or any communications, written, verbal
or otherwise, constituting or concerning the negotiation of this Agreement and
Release, to any third person, apart from each other unless required to do so
by a court of competent jurisdiction.

4. Mr. Swift agrees that as an officer and director and key
employee of Company, there was and is a relationship of trust and confidence
between himself and Company with respect to information applicable to the
business of Company. In this regard, Mr. Swift recognizes and agrees that
Company possesses and will continue to possess information that has been
created, discovered or developed, or made known to the Company, by himself and
others during the period of, or arising out of, his employment, which
information has commercial value in the business in which the Company is
engaged. All of such information shall be deemed proprietary to Company. In
consideration of the promises and payments by Company as contained herein, Mr.
Swift agrees:

8
<PAGE> 9
A. To keep confidential such proprietary information,
including, but not limited to all trade secrets, confidential
knowledge, data or other proprietary information relating to products,
processes, designs, formulas, developmental or experimental work,
computer programs, data bases, customer lists, business plans, reserve
information, geophysical and geological information, financial
information, or other subject matter pertaining to any part of the
business of Company or its licensees during the term of this
Agreement.

B. During the period June 1, 1994, through May 31, 2001, but
subject to release of Mr. Swift's obligations hereunder after a Change
of Control, as defined, Mr. Swift further agrees:

(1) Without the express prior written consent of the
Conflicts of Interest Committee of the Board of Directors, Mr.
Swift will not serve as an employee, officer, director or
consultant, or in any other similar capacity or make
investments (other than open market investments in no more
than five percent (5%) of the outstanding stock of any
publicly traded company) in or on behalf of any person, firm,
corporation, association or other entity whose activities
compete with the activities of Company where such employment
may involve assisting such competitor with activities which
compete with those now existing or contemplated as of this
date; provided, however, Company recognizes that Mr. Swift is
currently considering a less than 5% investment in a private
company by the name of Syncrude Development Corporation
("Syncrude"), whose business is the research and development
of a process to convert natural gas to diesel oil, and that
Company is not currently engaged in such business, and
therefore, Mr. Swift's prospective investment in Syncrude is
specifically excluded from this Subsection B. of this
Section 4., as is any future investment made by Mr. Swift in
oil and gas properties owned by the Company which investments
are made on the same terms (or terms more favorable to the
Company) as those offered to unaffiliated third parties, and

(2) That he will not solicit, recruit or hire, or
assist any person, firm, corporation, association or other
entity in the solicitation, recruitment or hiring of any
person now engaged by Company as an employee, officer,
director or consultant.

9
<PAGE> 10

5. The parties agree that this Agreement is not intended to (i)
release any stock ownership or stock options owned by Mr. Swift as of the date
of this Agreement, (ii) adversely affect, in any way, his vested 401K
retirement plan, (iii) adversely affect Mr. Swift's ability to enforce the
provisions of this Agreement in the future, or (iv) adversely affect any
interests in oil and gas wells or properties owned by Mr. Swift on the date of
execution of this Agreement and Release.

6. With the limited exception of (iii) of the preceding Section
5., Mr. Swift agrees not to sue or initiate against Company or the other
RELEASED PARTIES, any action, proceedings or compliance review, or to
participate in same as a party, individually or as a member of a class, under
any contract, express or implied, law or regulation, whether federal, state or
local, pertaining in any manner whatsoever to Mr. Swift's employment with
Company under this Agreement and Release, or any matter covered by the releases
contained in this Agreement and Release.

7. Mr. Swift is bound to this Agreement and Release. Anyone who
succeeds to his rights or responsibilities, such as the heirs or the executor
of his estate, is also bound.

8. This Agreement and Release succeeds, replaces, and merges all
previous agreements and discussions between Mr. Swift

10
<PAGE> 11
and Company, or their respective attorneys and agents, relating to the same
or similar subject matters and constitutes the entire agreement between Mr.
Swift and Company with respect to its subject matter. This Agreement and
Release may not be changed or terminated orally, and no change, termination or
waiver of this Agreement and Release or any of its provisions shall be made
binding unless made in writing and signed by all parties. For any breach of
this Agreement, the Parties agree to look exclusively to their rights under the
terms hereof.

9. Any disputes with respect to this Agreement shall be resolved
by submitting such disputes to arbitration with the American Arbitration
Association in Houston, Texas. The parties shall bear equally all expenses of
such arbitration unless the arbitrators determine that a different allocation
would be more equitable. The aware of the arbitrators will be the exclusive
remedy of the parties for all claims, counterclaims, issues or accounting
presented or plead to the arbitrators. Nothing in this Section shall prevent
either party from seeking provisional injunctive relief pending arbitration, by
applying to any court of competent jurisdiction.

10. This Agreement and Release shall be interpreted and construed
in accord with, and shall be governed by, the laws of the State of Texas.

11
<PAGE> 12
11. In making this Agreement and Release, no promises or
representations of any kind have been made to Mr. Swift by the RELEASED PARTIES
or anyone acting for them except as is expressly stated in this Agreement and
Release.

12. If any provision of this Agreement and Release shall be held
invalid or unenforceable, or if any provision of this Agreement and Release is
held invalid or unenforceable with respect to particular circumstances, the
balance of this Agreement shall remain in full force and effect in its other
provisions and in all other circumstances.

13. Mr. Swift and Company acknowledge that Mr. Swift has seven (7)
days following the execution of this Agreement and Release to revoke this
Agreement. Any such revocation by Mr. Swift must be in writing and received by
Company at its corporate offices on or before the seventh calendar day after he
has executed this Agreement and Release.

14. Mr. Swift has fully informed himself of the terms, contents,
conditions and effects of this Agreement and Release, Mr. Swift was provided an
original draft of this Agreement and Release on or about February 15, 1994, has
engaged in negotiations with the Company with respect thereto, and has made
several

12
<PAGE> 13

changes from the original document and has received at least three (3)
subsequent drafts hereof. Mr. Swift acknowledges that: he was given this
final Agreement and Release on May 5, 1994; that he has been given at least
45 days prior to its execution to consider it; THAT HE HAS BEEN ADVISED TO
CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT AND RELEASE; that
he is over the age of eighteen (18) years old, of sound mind and otherwise
competent to execute this Agreement and Release; and that he is entering into
this Agreement and Release knowingly and voluntarily and without any undue
influence or pressures.

15. Notwithstanding anything to the contrary herein contained,
Sections 2 through this Section 15 hereof shall survive termination of Mr.
Swift's employment hereunder.

EXECUTED in duplicate this 14th day of June, 1994, but
effective June 1, 1994.

SWIFT ENERGY COMPANY

/s/ VIRGIL NEIL SWIFT By /s/ A. EARL SWIFT, PRESIDENT
- ------------------------ -------------------------------
Virgil Neil Swift A. Earl Swift, President

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<PAGE> 14
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )

BEFORE ME, the undersigned authority, on this day personally appeared
VIRGIL NEIL SWIFT, known to me to be the person whose name is subscribed to the
foregoing instrument, and expressly acknowledged to me that he has read the
same, that such is true, and that he has executed the same freely and
voluntarily, for the purposes and consideration herein expressed.

SUBSCRIBED AND SWORN TO before me, the undersigned authority, on this
_____ day of ____________, 1994, to certify which, witness my hand and seal of
office.

___________________________________
NOTARY PUBLIC in and for
The State of Texas

(Seal)
___________________________________
(Printed or Typed Name of Notary)

My commission expires: ____________

14
<PAGE> 15

THE STATE OF TEXAS )
)
COUNTY OF HARRIS )

BEFORE ME, the undersigned authority, on this day personally appeared
A. EARL SWIFT, by and on behalf of Swift Energy Company, known to me to be the
person whose name is subscribed to the foregoing instrument, and expressly
acknowledged to me that he has read the same, that it is true and that he has
executed the same on behalf of Swift Energy Company as its authorized
representative for the purposes and consideration herein expressed.

SUBSCRIBED AND SWORN TO before me, the undersigned authority, on this
___ day of _____________, 1994, to certify which, witness my hand and seal of
office.

___________________________________
NOTARY PUBLIC in and for
The State of Texas

___________________________________
(Printed or Typed Name of Notary)

My commission expires: ____________

<PAGE> 1

SUBSIDIARIES OF SWIFT ENERGY COMPANY

Swift Depositary Company
Swift Energy de Venezuela, C.A.
Swift Energy International, Inc.
Swift Energy Marketing Company

<PAGE> 1

EXHIBIT 23(a)

The Consent of Jenkens & Gilchrist, a Professional Corporation, is
contained in its opinion filed as Exhibit 5.

<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
(and to all references to our firm) included in or made a part of this
Registration Statement.

ARTHUR ANDERSON LLP

Houston, Texas
June 21, 1995

<PAGE> 1

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

H. J. Gruy and Associates, Inc. ("Gruy") hereby consents to all
references in the Registration Statement on Form S-2 pertaining to an offering
of Common Stock by Swift Energy Company, a Texas corporation (the "Company"),
to the following letter reports prepared by Gruy relating to Gruy's audits of
Swift's estimates of Swift's proved oil and gas reserves as of the indicated
dates:

o Summary report of Gruy dated June 20, 1995, pertaining to the
Company's proved oil and gas reserves as of May 31, 1995

o Summary report of Gruy dated February 17, 1995, pertaining to
certain of the Company's proved oil and gas reserves as of
December 31, 1994

o Summary report of Gruy dated February 14, 1994, pertaining to
certain of the Company's proved oil and gas reserves as of
December 31, 1993

o Summary report of Gruy dated February 10, 1993, pertaining to
certain of the Company's proved oil and gas reserves as of
December 31, 1992

Yours very truly,

/s/ H. J. GRUY AND ASSOCIATES, INC.

H. J. GRUY AND ASSOCIATES, INC.

Houston, Texas
June 20, 1995

<PAGE> 1

[H.J. GRUY AND ASSOCIATES, INC. LETTERHEAD]

June 20, 1995

Swift Energy Company
16825 Northchase Drive, Suite 400
Houston, Texas 77060

RE: RESERVES AUDIT
95-003-121

Gentlemen:

At your request, we have audited the reserves and future net revenue as of May
31, 1995, prepared by Swift Energy Company ("Swift") for certain interests
owned by Swift through partnerships in 10 drilling funds, 38 income funds, 17
pension asset funds, and 31 depositary interest funds along with several
additional interests owned directly by Swift Energy Company. This audit has
been conducted according to the standards pertaining to the estimating and
auditing of oil and gas reserve information approved by the Board of Directors
of the Society of Petroleum Engineers on October 30, 1979. We have reviewed
these properties and where we disagreed with the Swift reserve estimates, Swift
revised its estimates to be in agreement. The estimated net reserves, future
net revenue and discounted future net revenue are summarized by reserve
category as follows:

<TABLE>
<CAPTION>
Estimated Estimated
Net Reserves Future Net Revenue
------------------------------- ------------------------------
Oil & Discounted
Condensate Gas at 10%
(Barrels) (Mcf) Nondiscounted Per Year
------------- ------------- -------------- ------------
<S> <C> <C> <C> <C>
Proved Developed 3,252,151 45,686,959 $ 90,225,898 $ 51,269,819

Proved Undeveloped 2,155,055 87,648,967 $ 112,304,187 $ 48,926,612
------------- -------------- -------------- -------------
TOTAL PROVED 5,407,206 133,335,926 $ 202,530,085 $ 100,196,431

G & A $ (2,511,949) $ (1,305,728)
------------- -------------- -------------- ------------

TOTAL 5,407,206 133,335,926 $ 200,018,136 $ 98,890,703
</TABLE>
<PAGE> 2
Swift Energy Company - 2 - June 20, 1995

The discounted future net revenue is not represented to be the fair market
value of these reserves and the estimated reserves included in this report have
not been adjusted for risk. The future net revenue and discounted future net
revenue are net of future capital expenditures. These capital expenditures are
estimated to be $49.1 million on an undiscounted basis.

The estimated future net revenue shown is that revenue which will be realized
from the sale of the estimated net reserves after deduction of royalties, ad
valorem and production taxes, direct operating costs and required capital
expenditures, when applicable. Surface and well equipment salvage values and
well plugging and field abandonment costs have not been considered in the
revenue projections. Future net revenue as stated in this report is before the
deduction of federal income tax.

In the economic projections, prices, operating costs and development costs
remain constant for the projected life of each lease.

For those wells with sufficient production history, reserve estimates and rate
projections are based on the extrapolation of established performance trends.
Reserves for other producing and nonproducing properties have been estimated
from volumetric calculations and analogy with the performance of comparable
wells. The reserves included in this study are estimates only and should not
be construed as exact quantities. Future conditions may affect recovery of
estimated reserves and revenue, and all categories of reserves may be subject
to revision as more performance data become available. The proved reserves in
this report conform to the applicable definitions promulgated by the Securities
and Exchange Commission. Attachment 1, following this letter, sets forth all
reserve definitions incorporated in this study.

Extent and character of ownership, oil and gas prices, production data, direct
operating costs, capital expenditure estimates and other data provided by Swift
have been accepted as represented. The production data available to us were
through the month of February 1995. Interim production to May 31, 1995 has
been estimated. No independent well tests, property inspections or audits of
operating expenses were conducted by our staff in conjunction with this study.
We did not verify or determine the extent, character, obligations, status or
liabilities, if any, arising from any current or possible future environmental
liabilities that might be applicable.

In order to audit the reserves, costs and future revenues shown in this report,
we have relied in part on geological, engineering and economic data furnished
by our client. Although we have made a best efforts attempt to acquire all
pertinent data and to analyze it carefully with methods accepted by the
petroleum industry, there is no guarantee that the volumes of oil or gas or the
revenues projected will be realized.

Production rates may be subject to regulation and contract provisions and may
fluctuate according to market demand or other factors beyond the control of the
operator. The reserve and revenue projections presented in this report may
require revision as additional data become available.
<PAGE> 3
Swift Energy Company - 3 - June 20, 1995

We are unrelated to Swift and we have no interest in the properties included in
the information reviewed by us. In particular:

1. We do not own a financial interest in Swift or its oil and gas
properties.

2. Our fee is not contingent on the outcome of our work or report.

3. We have not performed other services for or have any other
relationship with Swift that would affect our independence.

If investments or business decisions are to be made in reliance on these
estimates by anyone other than our client, such person with the approval of our
client is invited to visit our offices at his expense so that he can evaluate
the assumptions made and the completeness and extent of the data available on
which our estimates are based.

Any distribution or publication of this report or any part thereof must include
this letter in its entirety.

Yours very truly,

H.J. GRUY AND ASSOCIATES, INC.

/s/ JAMES H. HARTSOCK

James H. Hartsock, PhD., P.E.
Executive Vice President

JHH:llb
Attachment
<PAGE> 4

ATTACHMENT 1

<PAGE> 5

ATTACHMENT 1
DEFINITIONS FOR OIL AND GAS RESERVES

Proved Oil and Gas Reserves

Proved oil and gas reserves are the estimated quantities of crude oil, natural
gas, and natural gas liquid which geological and engineering data demonstrate
with reasonable certainty to be recoverable in future years from known
reservoirs under existing economic and operating conditions, i.e., prices and
costs as of the date the estimate is made. Prices include consideration of
changes in existing prices provided only by contractual arrangements, but not
on escalations based upon future conditions.

Reservoirs are considered proved if economic producibility is supported by
either actual production or conclusive formation test. The area of a reservoir
considered proved includes (A) that portion delineated by drilling and defined
by gas-oil and/or oil-water contacts, if any, and (B) the immediately adjoining
portions not yet drilled, but which can be reasonable judged as economically
productive on the basis of available geological and engineering data. In the
absence of information on fluid contacts, the lowest known structural
occurrence of hydrocarbons controls the lower proved limit of the reservoir.

Reserves which can be produced economically through application of improved
recovery techniques (such as fluid injection) are included in the "proved"
classification when successful testing by a pilot project, or the operation of
an installed program in the reservoir, provides support for the engineering
analysis on which the project or program was based.

Estimates of proved reserves do not include the following: (A) Oil that may
become available from known reservoirs but is classified separately as
"indicated additional reserves"; (B) crude oil, natural gas, and natural gas
liquids, the recovery of which is subject to reasonable doubt because of
uncertainty as to geology, reservoir characteristics, or economic factors; (C)
crude oil, natural gas, and natural gas liquids, that may occur in undrilled
prospects; and (D) crude oil, natural gas, and natural gas liquids, that may be
recovered from oil shales, coal, gilsonite and other such sources.

Proved Developed Oil and Gas Reserves

Proved developed oil and gas reserves are reserves that can be expected to be
recovered through existing wells with existing equipment and operating methods.
Additional oil and gas expected to be obtained through the application of fluid
injection or other improved recovery techniques for supplementing the natural
forces and mechanisms of primary recovery should be included as "proved
developed reserves" only after testing by a pilot project or after the
operation of an installed program has confirmed through production response
that increased recovery will be achieved.
<PAGE> 6
Proved Undeveloped Reserves

Proved undeveloped oil and gas reserves that are expected to be recovered from
new wells on undrilled, acreage, or from existing wells where a relatively
major expenditure is required for recompletion. Reserves on undrilled acreage
shall be limited to those drilling units offsetting productive units that are
reasonably certain of production when drilled. Proved reserves for other
undrilled units can be claimed only where it can be demonstrated with certainty
that there is continuity of production from the existing productive formation.
Under no circumstances should estimates for proved undeveloped reserves be
attributable to any acreage for which an application of fluid injection or
other improved recovery technique is contemplated, unless such techniques have
been proved effective by actual tests in the area and in the same reservoir.