SWIFT ENERGY CO
10-Q, 1996-11-01
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


           (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 1996

                          Commission File Number 1-8754


                              SWIFT ENERGY COMPANY
             (Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S>                                                     <C>       
                  TEXAS                                 74-2073055
         (State of Incorporation)          (I.R.S. Employer Identification No.)
</TABLE>

                        16825 Northchase Drive, Suite 400
                              Houston, Texas 77060
                                 (713) 874-2700
          (Address and telephone number of principal executive offices)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the  Securities  and  Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                            Yes     X       No
                                  ----          ----

            Indicate the number of shares outstanding of each of the
                 Registrant's classes of common stock, as of the
                            latest practicable date.


            Common Stock                             15,094,611 Shares
            ($.01 Par Value)                   (Outstanding at October 28, 1996)
            (Class of Stock)


<PAGE>

                              SWIFT ENERGY COMPANY
                                    FORM 10-Q
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
                                      INDEX
<TABLE>
<S>                                                                                                           <C>
PART I.  FINANCIAL INFORMATION                                                                                PAGE

         Item 1.    Condensed Consolidated Financial Statements

                    Condensed Consolidated Balance Sheets
                    -  September 30, 1996 and December 31, 1995                                                3

                    Condensed Consolidated Statements of Income
                    -  For the Three-month and Nine-month periods
                      ended September 30, 1996 and 1995                                                        5

                    Condensed Consolidated Statements of Stockholders' Equity
                    - September 30, 1996 and December 31, 1995                                                 6

                    Condensed Consolidated Statements of Cash Flows
                    - For the Nine-month periods ended September 30, 1996 and 1995                             7

                    Notes to Condensed Consolidated Financial Statements                                       8

         Item 2.    Management's Discussion and Analysis of Financial Condition
                      and Results of Operations                                                               14

PART II.  OTHER INFORMATION

         Items 1-6.  None                                                                                     21


SIGNATURES                                                                                                    22
</TABLE>

<PAGE>

                              SWIFT ENERGY COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                            September 30, 1996              December 31, 1995
                                                            ------------------              -----------------
                                                                (Unaudited)                       (Note 1)
<S>                                                         <C>                              <C>              
ASSETS

Current Assets:
   Cash and cash equivalents                                $       1,985,790                $       7,574,512
   Accounts Receivable -
     Oil and gas sales                                              5,350,643                       14,765,336
     Associated limited partnerships
       and joint ventures                                           5,666,250                       16,108,298
     Joint interest owners                                          4,680,739                        4,044,817
   Other current assets                                               691,858                          887,491
                                                            -----------------                -----------------
       Total Current Assets                                        18,375,280                       43,380,454
                                                            -----------------                -----------------

Property and Equipment:
   Oil and gas, using full-cost accounting
     Proved properties being amortized                            180,608,559                      132,673,707
     Unproved properties not being amortized                       26,259,045                       20,652,151
                                                            -----------------                -----------------
                                                                  206,867,604                      153,325,858
   Furniture, fixtures, and other equipment                         5,763,745                        4,367,719
                                                            -----------------                -----------------
                                                                  212,631,349                      157,693,577
   Less-accumulated depreciation, depletion,
     and amortization                                             (41,397,417)                     (30,169,303)
                                                            -----------------                -----------------
                                                                  171,233,932                      127,524,274
                                                            -----------------                -----------------
Other Assets:
   Receivables from associated limited
     partnerships, net of current portion                           1,950,415                        2,332,355
   Limited partnership formation and
     marketing costs                                                  767,682                          858,559
   Deferred charges and other                                         533,203                        1,157,065
                                                            -----------------                -----------------
                                                                    3,251,300                        4,347,979
                                                            -----------------                -----------------
                                                                 $192,860,512                     $175,252,707
                                                            =================                =================
</TABLE>




See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                              SWIFT ENERGY COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                           September 30, 1996                December 31, 1995
                                                           ------------------                -----------------
                                                               (Unaudited)                         (Note 1)
<S>                                                        <C>                              <C>              
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable and accrued liabilities                 $      15,125,829                $      23,075,982
   Payable to associated limited partnerships                       1,787,718                           16,983
   Undistributed oil and gas revenues                               7,460,407                       17,040,304
                                                            -----------------                -----------------
       Total Current Liabilities                                   24,373,954                       40,133,269
                                                            -----------------                -----------------

Long-Term Debt                                                           ----                       28,750,000
Bank Borrowings                                                    17,170,000                             ----
Deferred Revenues                                                   4,814,573                        6,063,467
Deferred Income Taxes                                              12,159,655                        6,960,006

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, 15,091,384 and 12,509,700
     shares issued and outstanding, respectively                      150,914                          125,097
   Additional paid-in capital                                     100,701,877                       71,133,979
   Retained earnings                                               33,489,539                       22,086,889
                                                            -----------------                -----------------
                                                                  134,342,330                       93,345,965
                                                            -----------------                -----------------
                                                                 $192,860,512                     $175,252,707
                                                            =================                =================
</TABLE>




See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

                              SWIFT ENERGY COMPANY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                        Three Months Ended                  Nine Months Ended
                                                           September 30,                      September 30,
                                                           ------------                       -------------

                                                      1996              1995              1996            1995
                                                      ----              ----              ----            ----
<S>                                              <C>                <C>              <C>              <C>       
REVENUES:
   Oil and gas sales                             $13,226,521        $5,465,881       $33,733,101      $15,208,354
   Fees from limited partnerships and
     joint ventures                                  455,372            91,074           615,698          339,157
   Supervision fees                                1,150,129           973,694         3,277,111        2,838,170
   Interest income                                     9,185           113,506            35,272          132,116
   Other, net                                        590,986           404,779         1,517,749        1,354,635
                                                ------------       -----------       -----------      -----------
                                                  15,432,193         7,048,934        39,178,931       19,872,432
                                                ------------       -----------       -----------      -----------

COST AND EXPENSES:
   General and administrative,
    net of reimbursement                           1,749,141         1,217,880         4,600,875        3,969,942
   Depreciation, depletion, and
    amortization                                   4,414,252         2,136,058        11,314,174        6,138,496
   Oil and gas production                          2,090,227         1,764,072         5,748,935        5,100,864
   Interest expense, net                                ----           193,161           293,907        1,283,485
                                                ------------       -----------       -----------      -----------
                                                   8,253,620         5,311,171        21,957,891       16,492,787
                                                ------------       -----------       -----------      -----------
Income Before Income Taxes                         7,178,573         1,737,763        17,221,040        3,379,645

Provision for Income Taxes                         2,536,620           473,207         5,818,390          859,214
                                                ------------       -----------       -----------      -----------

Net Income                                        $4,641,953        $1,264,556       $11,402,650       $2,520,431
                                                ============       ===========       ===========      ===========        

Per Share Amounts -
   Primary                                             $0.33             $0.12             $0.87            $0.32
                                                       =====             =====             =====            =====

   Fully diluted                                       $0.31             $0.11             $0.87            $0.32
                                                       =====             =====             =====            =====

Weighted Average Shares Outstanding               14,246,832        10,571,125        13,139,558        7,994,703
                                                ============       ===========       ===========      ===========        
</TABLE>




See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

                              SWIFT ENERGY COMPANY
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>



                                                                             Additional
                                                      Common Stock (1)        Paid-In          Retained
                                                                              Capital          Earnings              Total
                                                      ---------------        ---------         ---------            -------
<S>                                                        <C>               <C>             <C>                 <C>        
Balance, December 31, 1994                                  $66,851          $24,885,903     $17,174,377         $42,127,131
  Stock issued for benefit plans (31,113 shares)                311              283,463            ----             283,774
  Stock options exercised (5,761 shares)                         58               33,736            ----              33,794
  Employee stock purchase plan (37,689 shares)                  377              289,465            ----             289,842
  Stock issued in public offering (5,750,000 shares)         57,500           45,641,412            ----          45,698,912
Net income                                                     ----                 ----       4,912,512           4,912,512
                                                        -----------         ------------      ----------          ----------

Balance, December 31, 1995                                 $125,097          $71,133,979     $22,086,889         $93,345,965
  Stock issued for benefit plans (30,014 shares)(2)             300              349,645            ----             349,945
  Stock options exercised (172,175 shares)(2)                 1,722            1,317,057            ----           1,318,779
  Employee stock purchase plan (36,387 shares)(2)               364              272,178            ----             272,542
  Debenture conversion (2,343,108 shares)(2)                 23,431           27,629,018            ----          27,652,449
Net income(2)                                                  ----                 ----      11,402,650          11,402,650
                                                        -----------         ------------      ----------          ----------

Balance, September 30, 1996 (2)                            $150,914         $100,701,877     $33,489,539        $134,342,330
                                                        ===========         ============     ===========        ============
</TABLE>




(1)  $.01 Par Value
(2)  Unaudited




See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>

                              SWIFT ENERGY COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                            Nine Months Ended September 30,
                                                                             1996                    1995
                                                                             ----                    ----
<S>                                                                     <C>                     <C>         
Cash Flows From Operating Activities:
   Net income                                                           $ 11,402,650            $  2,520,431
    Adjustments to reconcile net income to net
       cash provided by operating activities -
     Depreciation, depletion, and amortization                            11,314,174               6,138,496
     Deferred income taxes                                                 5,153,481                 654,975
     Deferred revenue amortization related to production payment          (1,259,680)             (1,349,253)
     Other                                                                    86,597                  84,168
     Change in assets and liabilities -
      (Increase) decrease in accounts receivable                             365,321                (111,746)
      Increase (decrease) in accounts payable and accrued
       liabilities, excluding income taxes payable                        (1,289,771)                559,529
      Increase in income taxes payable                                       578,559                  50,584
                                                                        ------------            ------------
       Net Cash Provided by Operating Activities                          26,351,331               8,547,184
                                                                        ------------            ------------

Cash Flows From Investing Activities:
   Additions to property and equipment                                   (55,996,465)            (21,076,168)
   Proceeds from the sale of property and equipment                        1,149,570                    ----
   Net cash received (distributed) as operator of oil
     and gas properties                                                   (6,056,094)               (628,288)
   Property acquisition costs (incurred on behalf of)
     reimbursed by partnerships and joint ventures                        10,823,988               5,707,418
   Limited partnership formation and marketing costs                            ----                (354,260)
   Prepaid drilling costs                                                   (336,758)               (102,088)
   Other                                                                     (75,274)                  5,573
                                                                        ------------            ------------
       Net Cash Used in Investing Activities                             (50,491,033)            (16,447,813)
                                                                        ------------            ------------

Cash Flows From Financing Activities:
   Net proceeds from bank borrowings                                      17,170,000             (27,229,000)
   Net proceeds from issuances of common stock                             1,949,730              46,312,013
   Loan to ESOP Plan                                                        (568,750)                   ----
                                                                        ------------            ------------
       Net Cash Provided by Financing Activities                          18,550,980              19,083,013
                                                                        ------------            ------------

Net Increase (Decrease) in Cash and Cash Equivalents                      (5,588,722)             11,182,384

Cash and Cash Equivalents at Beginning of Period                           7,574,512                 985,498
                                                                        ------------            ------------

Cash and Cash Equivalents at End of Period                              $  1,985,790            $ 12,167,882
                                                                        ============            ============

Supplemental disclosures of cash flow information

Cash paid during period for interest, net of amounts capitalized        $  1,168,768            $    732,130
Cash paid during period for income taxes                                $     84,992            $    163,655
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       7
<PAGE>

                              SWIFT ENERGY COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              SEPTEMBER 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995


(1)    GENERAL INFORMATION

           The condensed  consolidated financial statements included herein have
       been prepared by Swift Energy Company (the  "Company") and are unaudited,
       except for the balance sheet at December 31, 1995 which has been prepared
       from  the  audited  financial  statements  at that  date.  The  financial
       statements  reflect  necessary  adjustments,  all  of  which  were  of  a
       recurring nature,  and are in the opinion of management,  necessary for a
       fair presentation.  Certain information and footnote disclosures normally
       included in financial  statements  prepared in accordance  with generally
       accepted  accounting  principles have been omitted  pursuant to the rules
       and  regulations  of the Securities and Exchange  Commission  (SEC).  The
       Company believes that the disclosures presented are adequate to allow the
       information  presented not to be misleading.  The condensed  consolidated
       financial  statements  should  be read in  conjunction  with the  audited
       financial  statements  and the notes thereto  included in the latest Form
       10-K and Annual Report.

           Certain reclassifications have been made to the prior year balances
       to conform to current year presentation.

(2)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Oil and Gas Properties
       ----------------------

           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  transactions  that involve a significant
       amount of reserves.  The proceeds from the sale of oil and gas properties
       are generally  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,   and  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 and 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  cost 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.

                                       8
<PAGE>

                              SWIFT ENERGY COMPANY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
              SEPTEMBER 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995


           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.

       Deferred Charges and Other
       --------------------------

           Legal and accounting  fees,  underwriting  fees,  printing costs, and
       other direct expenses  associated with the issuance of the Company's 6.5%
       Convertible  Subordinated  Debentures due 2003 (the "Debentures") in June
       1993 have been capitalized and through June 30, 1996 were being amortized
       over the life of the Debentures. Due to the conversion of all outstanding
       Debentures into Common Stock in August 1996, as discussed below,  related
       unamortized   costs   ($1,097,551)  were  transferred  to  the  Company's
       appropriate capital accounts in the third quarter of 1996.

           All of the amounts under deferred  charges and other at September 30,
       1996 relate to the Company's  Employee  Stock  Ownership  Plan  ("ESOP"),
       effective as of January 1, 1996.  All  employees  over the age of 21 with
       one year of  service  are  participants.  The Plan has a five year  cliff
       vesting and service is recognized after the Plan effective date. The ESOP
       is  designed  to enable  employees  of the  Company to  accumulate  stock
       ownership.  While there will be no employee  contributions,  participants
       will receive an  allocation  of stock which has been  contributed  by the
       Company.  The Plan may also  acquire  Swift Energy  Company  Common Stock
       purchased  at fair  market  value.  The ESOP can  borrow  money  from the
       Company to buy Company  stock as was done in  September  1996 to purchase
       25,000  shares from the  Company's  Chairman.  Benefits will be paid in a
       lump sum or installments, and the participant generally has the choice of
       receiving cash or stock.

       Hedging Activities
       ------------------

           The  Company's  revenues are primarily the result of sales of its oil
       and  natural  gas  production.  Market  prices of oil and natural gas may
       fluctuate and adversely affect operating  results.  To mitigate a portion
       of this risk, the Company engages periodically in certain limited hedging
       activities,  but only to the extent of buying put options as 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 were
       not significant for any period presented.

       Deferred Revenues
       -----------------

           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 a volumetric  production payment in these properties to
       a subsidiary  of Enron Corp.  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 specified  periods  through  October 2000.  Since entering into this
       agreement,  the  Company  has  met  all  scheduled  deliveries.   Volumes
       remaining  to  be  delivered  under  the  volumetric  production  payment
       (approximately  3.3 Bcf at  September  30,  1996) are not included in the
       Company's proved  reserves.  Net proceeds from the sale of the production
       payment  were  recorded  as  deferred  revenues.   Deliveries  under  the
       production  payment  are  recorded  as oil and gas sales  revenues  and a
       corresponding  reduction of deferred revenues.  Hydrocarbons  produced in
       excess of the amount required to be delivered are sold by the Company for
       its own account.

                                       9
<PAGE>

                              SWIFT ENERGY COMPANY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
               SEPTEMBER 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995


       Limited Partnerships and Joint Ventures
       ---------------------------------------

           Between 1991 and 1995, the Company formed  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.  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 Company's Consolidated
       Financial  Statements.  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, virtually all of which is owed
       to the Company,  and are not material for any of the periods presented in
       relation to the  partnerships'  respective  assets.

           Under the Swift Depository  Interests  limited  partnership  offering
       ("SDI  Offering") which commenced in March 1991 and concluded in December
       1995, the Company  received a  reimbursement  of certain costs and a fee,
       both payable out of revenues. The Company bore all front-end costs of the
       offering and partnership  formations for which it received an interest in
       the  partnerships.  Upon  the  Company's  decision  to  conclude  the SDI
       offering at the end of 1995, the remaining limited partnership  formation
       and  marketing   costs   related  to  the  SDI  offering   (approximately
       $1,750,000)  were  accordingly  transferred to the oil and gas properties
       account.

           Commencing  September  15, 1993,  the Company  began  offering,  on a
       private  placement basis,  general and limited  partnership  interests in
       limited partnerships formed to drill for oil and gas. As managing general
       partner,  the Company pays for all front-end costs incurred in connection
       with these  offerings,  for which the Company receives an interest in the
       partnerships.  Through September 30, 1996, approximately  $34,800,000 had
       been raised in seven  partnerships,  one formed in each of 1993 and 1994,
       three in 1995,  and two in 1996. In July and September  1996, the Company
       closed the sixth and seventh  partnerships  with total  subscriptions  of
       approximately   $4,900,000  and  $10,000,000,   respectively.   Costs  of
       syndication,   registration,   and   qualification   of   these   limited
       partnerships  incurred  by the  Company  have  been  deferred.  Under the
       current  private  limited  partnership  offerings,  selling and formation
       costs  borne  by the  Company  serve  as the  Company's  general  partner
       contribution to such partnerships.

       Income Taxes
       ------------

           The  Company  accounts  for  income  taxes  using  the  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.

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

                                       10
<PAGE>

                              SWIFT ENERGY COMPANY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
              SEPTEMBER 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995


       Income Per Share
       ----------------

           Primary income 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 a dilutive effect on primary
       income  per  share.  The  Company's  Debentures  were  not  Common  Stock
       equivalents for the purpose of computing primary income per share.

           The calculation of fully diluted income per share assumed  conversion
       of the  Company's  Debentures  as of the  beginning of the period and the
       elimination of the related after-tax interest expense and assumed,  as of
       the beginning of the period,  exercise  (using the treasury stock method)
       of stock options and warrants. The weighted average number of shares used
       in the computation of fully diluted per share amounts were 13,647,445 and
       14,754,719 for the respective  nine-month and  three-month  periods ended
       September 30, 1996. Due to the August 1996 conversion of these Debentures
       into 2.34 million shares of Common Stock, as described  below, the effect
       of such  conversion is included in primary income per share for the third
       quarter of 1996 and for future periods.

(3)    BANK BORROWINGS

           The Company has available through a two bank-group,  a revolving line
       of credit.  Effective April 30, 1996, this credit agreement was restated.
       The facility was  increased to  $100,000,000  and is now  unsecured.  The
       available   borrowing  base  currently  is   $30,000,000,   and  will  be
       redetermined  periodically.  Depending on the level of outstanding  debt,
       the interest  rate  currently  will be either the bank's base rate or the
       bank's base rate plus 0.25% (8.25% at September 30, 1996).  This facility
       also  allows,  at the  Company's  option,  draws which bear  interest for
       specific  periods at the London  Interbank  Offered Rate  ("LIBOR").  The
       LIBOR  option  will now vary  from  plus 1% to plus  1.5%.  There  was no
       outstanding  balance  under this line of credit at December 31, 1995.  At
       September 30, 1996,  $17,000,000  was  outstanding  under this line,  all
       bearing interest under the LIBOR rate option at rates ranging from 6.562%
       to 6.8125%.  The outstanding  amount under this facility at September 30,
       1996 was borrowed  primarily to fund the Company's  working capital needs
       and capital  expenditures.  The restated revolving line of credit extends
       through  September 30, 1999, and accordingly is classified on the balance
       sheet as a long-term liability.

           The  terms of the  revolving  line of  credit  include,  among  other
       restrictions,  a limitation on the level of cash dividends (not to exceed
       $2,000,000 in any fiscal year), requirements as to maintenance of certain
       minimum  financial  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 September 30, 1996
       and December 31, 1995, the Company was in compliance  with the provisions
       of these agreements.

           The Company's  other credit  facility,  which is the  Company's  only
       secured  facility,  is an amended and restated  revolving  line of credit
       with the lead bank of the two  bank-group,  secured  by  certain  Company
       receivables.  This  facility,  effective  April 30, 1996,  was amended to
       $7,000,000 (from $5,000,000),  with interest at the bank's base rate less
       0.25% (8% at September  30, 1996).  At September  30, 1996,  $170,000 was
       outstanding under this facility.  There was no outstanding amount on this
       facility at December 31, 1995.  This  restated  credit  facility  extends
       through  September  30,  1999,  and  is  also  recorded  as  a  long-term
       liability.

           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 outstanding letters of credit
       during the period.  The aggregate  amounts of commitment fees paid by the
       Company were  $140,000 for the first nine months of 1996 and $154,000 for
       the twelve-month period in 1995.

                                       11
<PAGE>


                              SWIFT ENERGY COMPANY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
              SEPTEMBER 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995


(4)    LONG-TERM DEBT

           The Company's  long-term debt previously  consisted of $28,750,000 of
       6.5%  Convertible  Subordinated  Debentures due 2003. The Debentures were
       issued on June 30, 1993,  under terms making them convertible into Common
       Stock of the  Company by the  holders at any time prior to maturity at an
       adjusted conversion price of $12.27 per share. Interest on the Debentures
       was payable  semiannually on June 30 and December 31, commencing with the
       payment made at December 31, 1993. The Debentures  become  redeemable for
       cash at the  option of the  Company  after  June 30,  1996 at  104.55% of
       principal.

           On July  1,  1996,  the  Company  called  all of the  Debentures  for
       redemption  on August 5,  1996 at  104.55%  of their  face  amount,  plus
       accrued  interest  since June 30, 1996.  The  Debentures  continued to be
       convertible  into  shares of Common  Stock at  $12.27  per share  through
       August 5, 1996.  Prior to the redemption  date, the holders of all of the
       outstanding Debentures elected to convert their Debentures into shares of
       Common Stock,  resulting in the issuance of 2.34 million shares of Common
       Stock in August 1996.

           Upon conversion of the Debentures into Common Stock,  the approximate
       $27,650,000  net  carrying  amount  of the debt  (the  face  amount  less
       unamortized   deferred   charges)  was   transferred   to  the  Company's
       appropriate capital accounts during the third quarter of 1996.

           Interest  expense on the Debentures,  including  amortization of debt
       issuance costs, totaled $993,890 for the six-month period ending June 30,
       1996, the last interest payment date prior to conversion,  and $1,981,639
       for the twelve-month period ending December 31, 1995.

(5)    STOCKHOLDERS' EQUITY

           During the third quarter of 1995,  the Company closed the sale to the
       public of 5,750,000 shares of Common Stock at a price of $8.50 per share.
       Net proceeds from this offering were  $45,698,912  and were used to repay
       outstanding  indebtedness,  with the  remaining  proceeds  being  used to
       finance the Company's  exploration  and  development  activities,  and to
       acquire producing oil and gas properties,  including limited  partnership
       interests.

           In August 1996,  the holders of the  Company's  Debentures  converted
       such Debentures  into 2.34 million shares of the Company's  Common Stock,
       which resulted in a third quarter 1996 increase in the Company's  capital
       accounts of approximately $27,650,000.

                                       12
<PAGE>

                              SWIFT ENERGY COMPANY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
              SEPTEMBER 30, 1996 (UNAUDITED) AND DECEMBER 31, 1995


(6)    FOREIGN ACTIVITIES

       Russia
       ------

           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,  providing  the Company  with a minimum 5% net profits  interest
       from the sale of  hydrocarbon  products  from the  fields  for  providing
       managerial, technical, and financial support to Senega. Additionally, the
       Company purchased a 1% net profits interest from Senega for $300,000.  In
       May 1995, the Company executed a Management  Agreement with Senega, under
       which, in return for  undertaking to obtain  financing for development of
       these  fields,  Swift is entitled to receive a 49% interest in production
       income derived by Senega from this project after repayment of costs.

           On July 12, 1996,  the Company  entered into a partnership  agreement
       which  provides  for the  Company  to  contribute  its  rights  under the
       Participation  and Management  Agreement to the  partnership  and for the
       partners to share equally  revenues and costs of  developing  the Samburg
       Field and funding and management of the license areas, all in conjunction
       with  Senega.  The  partnership  is to be  funded  by the  partners  upon
       fulfillment  of certain  conditions  and  completion  of certain  further
       arrangements  with  Senega.  It  is  currently   anticipated  that  these
       activities  would be funded  principally  through project  financing.  At
       September 30, 1996, the Company's  investment in Russia was approximately
       $9,220,000, and is included in the unproved properties portion of oil and
       gas properties.

       Venezuela
       ---------

           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.  Although,
       the Company did not win the bids, it is continuing to pursue  cooperative
       ventures  involving  other  fields and  opportunities  in  Venezuela.  At
       September   30,  1996,   the   Company's   investment  in  Venezuela  was
       approximately  $1,390,000  and is  included  in the  unproved  properties
       portion of oil and gas properties net of impairments of $45,668.

       New Zealand
       -----------

           Since  October  1995,  the  Company  has been  issued  two  Petroleum
       Exploration  Permits by the New  Zealand  Minister  of Energy.  The first
       permit covers  approximately  65,000 acres in the Onshore  Taranaki Basin
       region in the  Southwestern  area of New Zealand's North Island,  and the
       second covers approximately 71,500 adjacent acres. Under the terms of the
       permits,  the  Company is  obligated  to analyze  and  interpret  certain
       seismic data,  acquire  certain new seismic data,  drill one  exploratory
       well,  followed  by a  further  development  well or  perform  additional
       seismic work,  all of which is to be performed on a staged basis in order
       to maintain the permits,  over periods extending through July 2000 in the
       case of the  first  permit,  and July  2001  for the  second  permit.  At
       September  30,  1996,  the  Company's   investment  in  New  Zealand  was
       approximately $565,000 and is included in the unproved properties portion
       of oil and gas properties.

(7)    SUBSEQUENT EVENT

           On October  24,  1996,  the  Company  filed with the  Securities  and
       Exchange  Commission a  registration  statement for a public  offering of
       $100,000,000 of Convertible  Subordinated Notes due 2006. Proceeds of the
       offering  will  be  used  to  repay  all  of  the  Company's  outstanding
       indebtedness, to finance development and exploration drilling activities,
       and to acquire oil and gas properties or used for other general corporate
       purposes.

                                       13
<PAGE>

                              SWIFT ENERGY COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


           The  following  discussion  should  be read in  conjunction  with the
       Company's Condensed Consolidated Financial Statements and Notes thereto.

       GENERAL

           The Company was formed in 1979,  and from 1985 to 1991 grew primarily
       through the  acquisition of producing  properties  funded through limited
       partnership   financing.   Commencing  in  1991,  the  Company  began  to
       reemphasize the addition of reserves  through  increased  exploration and
       development  drilling activity while significantly  reducing its reliance
       on limited  partnership  financing.  This  emphasis  on  exploration  and
       development  drilling has led to additions of  increasing  quantities  of
       reserves in each of 1994, 1995, and the first nine months of 1996.

           The  statements  contained  in this  Quarterly  Report  on Form  10-Q
       ("Quarterly  Report") that are not historical  facts are  forward-looking
       statements as that term is defined in Section 21E of the  Securities  and
       Exchange Act of 1934, as amended,  and therefore that involve a number of
       risks  and  uncertainties.  The  actual  results  of  the  future  events
       described in such  forward-looking  statements in this Quarterly  Report
       including those regarding the Company's financial results,  levels of oil
       and gas production or revenue, capital expenditures, and capital resource
       activities  could  differ  materially  from  those  estimated.  Among the
       factors that could cause actual results to differ materially are: general
       economic  conditions,   competition  and  government   regulations,   and
       fluctuations  in oil and  natural  gas  prices,  as well as the risks and
       uncertainties  set forth from time to time in the Company's  other public
       reports, filings, and public statements.  Also, because of the volatility
       in oil  and  gas  prices  and  other  factors,  interim  results  are not
       necessarily indicative of those for a full year.

       LIQUIDITY AND CAPITAL RESOURCES

           In 1991, the Company's  strategy shifted toward increased reliance on
       exploration  and  development  drilling  activities,  and the Company has
       significantly expanded reserves added through these efforts.  Previously,
       the  Company  relied on  limited  partnership  capital  as its  principal
       financing vehicle to fund its acquisitions of producing properties.  As a
       result of this shift in strategy, the Company has reduced its reliance on
       cash  flows  generated   from,  and  capital  raised   through,   limited
       partnerships.  Supplemental cash and working capital are provided through
       internally generated cash flows and debt and equity financing.

           During the first half of 1995, the Company used a combination of bank
       financing,  internally generated cash flows and partnership  financing to
       fund its operations.  In the third quarter of 1995, the Company  realized
       $45,698,912  in net  proceeds  from an  offering  of  Common  Stock  that
       provided  sufficient  capital to repay its bank financing and finance its
       capital  expenditures for the second half of 1995.  During the first nine
       months of 1996, the Company relied upon  internally  generated cash flows
       and bank borrowings to fund its capital expenditures. Described below are
       the major elements of the Company's liquidity and capital resources:

       Net Cash Provided by Operating Activities
       -----------------------------------------

           For the nine month period ended September 30, 1996, net cash provided
       by operating activities increased significantly (208%) to $26,351,331, as
       compared to  $8,547,184  during the first nine  months of 1995.  The 1996
       increase of  $17,804,147  was  primarily due to an increase in cash flows
       from oil and gas sales, which increased $18,614,320 (134%),  exclusive of
       the  noncash  amortization  of  deferred  revenues  associated  with  the
       Company's  volumetric  production  payment.  This increase in oil and gas
       sales was  primarily  the  result of the  Company's  recent  increase  in
       drilling activity as described below.

                                       14
<PAGE>

                              SWIFT ENERGY COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED


       1995 Stock Offering
       -------------------

           During the third quarter of 1995, the Company sold  5,750,000  shares
       of  Common  Stock  in a public  offering  at $8.50  per  share,  with net
       proceeds of  $45,698,912.  Net proceeds  from the  offering  were used to
       repay  outstanding  indebtedness,  and the remainder of the proceeds have
       been  used  to  finance  the  Company's   exploration   and   development
       activities,  and to acquire  producing oil and gas properties,  including
       limited partnership interests.

       Other Financing Activities
       --------------------------

           Convertible  Subordinated  Debentures.  On June 30, 1993, the Company
       issued 6.5% Convertible Subordinated Debentures due 2003 in the amount of
       $28,750,000  in a public  offering.  Proceeds of the  offering  were used
       primarily to acquire  producing oil and gas properties and to finance the
       Company's expanding exploration and development programs. As described in
       Note 4 to  the  Company's  Condensed  Consolidated  Financial  Statements
       included  herein,  in August 1996 the Debentures  were converted by their
       holders into 2.34 million shares of the Company's  Common Stock following
       the  Company's  July  1996  announcement  that  the  Debentures  would be
       redeemed in August 1996,  unless earlier  converted.  As a result of this
       conversion,  the Company's  stockholders' equity increased  approximately
       $27,650,000.

           Partnership  Programs.  Between  1991 and 1995,  the Company  offered
       interests  in  oil  and  gas  production  partnerships  under  its  Swift
       Depository  Interests ("SDI")  offering,  and since late 1993 has offered
       private  partnerships  formed to drill for oil and gas.  The SDI  program
       concluded at the end of 1995.  Four SDI  partnerships  were formed during
       1995, with total subscriptions of approximately $12,400,000. During 1995,
       the  Company  closed  three  drilling   partnerships   with  a  total  of
       $15,900,000  of  subscriptions.  In the  first  nine  months  of 1996 two
       drilling  partnerships were formed, both in the third quarter, with total
       subscriptions of approximately $14,900,000.  The Company anticipates that
       it will continue to offer the drilling  partnerships  for the foreseeable
       future.

           At September 30, 1996,  limited  partnership  formation and marketing
       costs (which under the current drilling  partnership  offerings are borne
       by the Company as part of the  Company's  general  partner  contribution)
       amounted  to  $767,682,  a decrease of $90,877,  when  compared  with the
       December 31, 1995 balance.  Upon the  Company's  decision to conclude the
       SDI  offering  in  December  1995,  the  remaining  limited   partnership
       formation and marketing costs related to the SDI offering  (approximately
       $1,750,000) were transferred to the oil and gas properties account.

       Credit Facilities
       -----------------

           Recently,  the Company's  credit  facilities have been used to fund a
       portion  of  the  Company's   exploration  and  development   activities.
       Formerly,  the  Company  established  credit  facilities  which were 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  partnerships  and joint  ventures,  and to provide  working
       capital.  These credit  facilities  consist of a  $100,000,000  unsecured
       revolving  line  of  credit  with a  $30,000,000  borrowing  base,  and a
       $7,000,000  secured  revolving  line of credit.  The principal  terms and
       restrictions  of these credit  facilities  are described in Note 3 to the
       Company's Condensed Consolidated Financial Statements included herein.

                                       15
<PAGE>

                              SWIFT ENERGY COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED


           At September 30, 1996, the Company had $17,170,000  outstanding under
       these  borrowing  arrangements  which was  used,  along  with  internally
       generated  cash flows of  $26,351,000,  principally to fund the Company's
       capital  expenditures  in the first nine months of 1996,  and to a lesser
       extent,  to provide  working  capital.  The Company will  continue to use
       these facilities until completion of the pending debt offering referenced
       in Note 7 to the Company's Condensed  Consolidated  Financial  Statements
       included  herein.  At December 31, 1995,  the Company had no  outstanding
       balances under these  borrowing  arrangements,  as these  borrowings were
       repaid with proceeds from the Company's 1995 stock offering.

       Working Capital
       ---------------

           The  Company's  working  capital  has  decreased  over the last  nine
       months,  from  $3,247,185  at December  31,  1995,  to a working  capital
       deficit of $5,998,674  at September 30, 1996.  This decrease is primarily
       the result of the Company's capital expenditures as described below.

           Since year end 1995,  the Company's  receivable  account from limited
       partnerships decreased  significantly due to (a) receipt of approximately
       $7,800,000  generated  from  property  sales  proceeds  realized by these
       partnerships, and (b) an increase in oil and gas prices received by these
       partnerships.  Both increased the cash flows of these partnerships,  thus
       allowing them to reduce their balances owed to the Company.

           Due to the nature of the Company's  business  highlighted  above, the
       individual  components of working  capital  fluctuate  considerably  from
       period  to  period.  The  Company  incurs  significant   working  capital
       requirements in connection with its role as operator of approximately 800
       wells, its accelerated drilling program, and the management of affiliated
       partnerships.  In this capacity,  the Company is responsible  for certain
       day-to-day cash management,  including the collection and disbursement of
       oil and gas revenues and related expenses.

       Capital Expenditures
       --------------------

           Capital  expenditures  for property,  plant, and equipment during the
       first nine months of 1996 were  $55,996,465.  These capital  expenditures
       included:  (a)  $42,400,000  of  drilling  costs,  both  exploratory  and
       developmental,  (b)  $9,200,000 of prospect costs  (principally  prospect
       leasehold,  seismic and  geological  costs of unproved  prospects for the
       Company's   account),   (c)  $3,000,000   invested  in  foreign  business
       opportunities  in  Russia   (approximately   $2,400,000),   in  Venezuela
       (approximately $300,000), and in New Zealand (approximately $300,000), as
       described in Note 6 to the  Company's  Condensed  Consolidated  Financial
       Statements  included  herein;  and  (d)  $1,400,000  spent  for  computer
       equipment and furniture  and fixtures.  In the remaining  three months of
       1996,  the  Company  expects  capital  expenditures  to be  approximately
       $25,000,000, including investments in all areas in which investments were
       made during the first nine months of the year as described above,  with a
       particular  focus on exploratory  and development  drilling.  The Company
       currently  plans to  participate  in the drilling of 162 gross wells this
       year,  compared to 76 wells in 1995.  Through  September  30,  1996,  the
       Company had  participated  in drilling  102 wells (6  exploratory  and 96
       development  wells  with  4  exploratory  successes  and  92  development
       successes).  The steady growth in the Company's unproved property account
       which is not being  amortized  is  indicative  of the shift to a focus on
       drilling activity,  as the Company acquires prospect acreage.  During the
       first nine months of 1996,  this  account  also  reflects  $3,000,000  of
       capital  expenditures  made in relation to the Company's foreign business
       opportunities, as described above.

                                       16
<PAGE>

                              SWIFT ENERGY COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED


           The  anticipated  net proceeds in the fourth quarter from the sale of
       $100,000,000 of the Convertible Subordinated Notes due 2006, as described
       in Note 7 to the Company's Condensed  Consolidated  Financial  Statements
       included   herein,   after   repayment  of  the   Company's   outstanding
       indebtedness,  will be added to  working  capital  to fund the  Company's
       development and exploration drilling projects and possibly to acquire oil
       and gas properties,  or used for other general  corporate  purposes.  The
       Company believes the proceeds of such offering and anticipated internally
       generated  cash flows  (expected to increase as the Company's  production
       base increases as a result of its accelerated drilling program),  will be
       sufficient to finance the costs  associated  with its currently  budgeted
       capital  expenditures  of over  $134.0  million for the  remaining  three
       months of 1996 and for 1997.  Further  liquidity needs may also be met by
       its existing credit facilities.

       RESULTS OF OPERATIONS

       Comparison of Nine Months Ended September 30, 1996 and 1995
       -----------------------------------------------------------

           Net income of  $11,402,650  and  earnings  per share of $0.87 for the
       first nine months of 1996 were 352% and 172% higher,  respectively,  than
       net income of  $2,520,431,  and  earnings  per share of $0.32 in the same
       period for 1995.  This  increase in net income  primarily  reflected  the
       effect of a 122% increase in oil and gas sales  revenues as a result of a
       98%  increase  in natural  gas  production,  a 17%  increase in crude oil
       production, and product price improvements. The lower percentage increase
       in earnings per share reflects a 64% increase in weighted  average shares
       outstanding  for the  period,  as a result  of the  sale of 5.75  million
       shares of Common Stock in the third quarter of 1995,  and the  conversion
       of the  Debentures  into 2.34 million shares of Common Stock in the third
       quarter of 1996.

       Revenues

           The Company's  revenues increased 97% during the first nine months of
       1996 from the  comparative  period in 1995, due primarily to the increase
       in oil and gas sales.  Oil and gas sales increased 122% to $33,733,101 in
       the  first  three  quarters  of 1996,  compared  to  $15,208,354  for the
       comparative  period in 1995.  The 98% increase in natural gas  production
       and the 17%  increase  in oil  production  were  primarily  the result of
       production from recent drilling activity, most notably from the Company's
       two primary  development  areas, the AWP Olmos Field and the Austin Chalk
       trend.   The  Company's  net  sales  volume   (including  the  volumetric
       production  payment) in the first nine months of 1996 increased by 73% or
       5,742,712  Mcfe  (thousand  cubic feet  equivalent)  over  volumes in the
       comparable 1995 period.  Oil and gas sales were also aided by 21% and 40%
       increases  in  average  prices  received  for oil and gas,  respectively,
       between the two periods, as highlighted in the table below.

                                       17
<PAGE>

                              SWIFT ENERGY COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED


           Revenues from oil and gas sales comprised 86% and 77%,  respectively,
       of total  revenues  for the  first  nine  months  of 1996 and  1995.  The
       majority  (74%)  of  these  revenues  were  derived  from the sale of the
       Company's  gas  production.  The  Company  expects  oil and gas  sales to
       continue to increase as a direct  consequence  of the addition of oil and
       gas reserves through the Company's active drilling program.

           The following table provides additional information regarding the
       Company's oil and gas sales.

<TABLE>
<CAPTION>
                                                         Net Sales Volume                   Average Sales Price
                                                         ----------------                   -------------------
                                                    Oil (Bbl)       Gas (Mcf)             Oil (Bbl)    Gas (Mcf)
                                                    --------        --------              --------     --------
<S>                                                  <C>           <C>                      <C>         <C>  
       1995
       ----
       3 Mos Ended 03-31-95                          134,626        1,702,658               $15.61      $1.63

       3 Mos Ended 06-30-95                          121,551        1,751,375               $16.36      $1.64

       3 Mos Ended 09-30-95                          137,829        2,028,373               $14.94      $1.68
                                                   ---------        ---------

       9 Mos Ended 09-30-95                          394,006        5,482,406               $15.61      $1.65

       1996
       ----
       3 Mos Ended 03-31-96                          159,155        3,172,399               $17.78      $2.16

       3 Mos Ended 06-30-96                          150,124        3,501,426               $18.73      $2.29

       3 Mos Ended 09-30-96                          150,084        4,159,151               $20.45      $2.44
                                                     -------        ---------

       9 Mos Ended 09-30-96                          459,363       10,832,976               $18.96      $2.31
</TABLE>

           Supervision  fees increased 15%,  having grown from $2,838,170 in the
       first nine months of 1995 to $3,277,111 in the first nine months of 1996.
       This increase is primarily due to the annual escalation in April for well
       overhead  rates,  and the  increase in drilling  activity by the Company,
       which in turn increases the drilling well overhead portion of such fees.

       Costs and Expenses
       ------------------

           General and  administrative  expenses for the first three quarters of
       1996  increased  approximately  $630,000 or 16% when compared to the same
       period  in  1995.  However,  the  Company's  general  and  administrative
       expenses per Mcfe produced  decreased by 33% from $0.51 per Mcfe produced
       for the first  nine  months of 1995 to $0.34  per Mcfe  produced  for the
       comparable  period in 1996.  The majority of the companies in the oil and
       gas industry treat  supervision  fees as a reduction of their general and
       administrative  expenses.  If the Company  were to follow this  practice,
       these  expenses net of  supervision  fees would have decreased from $0.14
       per Mcfe  produced  for the first  nine  months of 1995 to $0.10 per Mcfe
       produced for the same period in 1996.

                                       18
<PAGE>

                              SWIFT ENERGY COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED


           Depreciation,  depletion,  and  amortization  ("DD&A")  increased 84%
       (approximately  $5,200,000) for the first nine months of 1996,  primarily
       due to the Company's  reserve  additions and  associated  costs,  and the
       related  sale of  increased  quantities  of oil and  gas  therefrom.  The
       Company's  DD&A rate per Mcfe of production  has increased from $0.78 per
       Mcfe  produced in the 1995 period to $0.83 per Mcfe  produced in the 1996
       period, reflecting variations in the per unit cost of reserve additions.

           The Company's production costs per Mcfe decreased from $0.65 per Mcfe
       produced  in the 1995  period  to $0.42  per  Mcfe  produced  in the 1996
       period.  However,  due to the increase in production volumes, oil and gas
       production costs increased 13% (approximately $648,000) in the first nine
       months  of 1996  when  compared  to the first  nine  months  of 1995.  As
       discussed  above,  the  Company's  increase in  production  is  primarily
       through its drilling  activities  in the AWP Olmos Field and Austin Chalk
       trend,  where the Company already has an established  operating base. The
       increase in production costs is partially offset by an exemption in these
       same  fields  from  the  7.5%  Texas  severance  tax  applicable  to  gas
       production  from  certain  natural  gas  wells  certified  to be in tight
       formations  or to  be  deep  wells  by  the  Texas  Railroad  Commission.
       Additionally,  commencing  September 1, 1996,  certain wells certified as
       "high cost gas" wells will be entitled to a reduction  of  severance  tax
       based upon a formula amount. Therefore, the increase in drilling activity
       and production has not been  accompanied by a  proportionate  increase in
       operating  costs.  This tax  exemption  has had a positive  impact on the
       Company's  production costs during 1995 and 1996,  although under the new
       rules, the proportionate amount of the exemption may be reduced in future
       periods.

           Interest  expense in the first nine months of 1996 on the Debentures,
       including   amortization  of  debt  issuance  costs,   totaled   $993,890
       ($1,485,730  in the 1995 period),  while  interest  expense on the credit
       facilities,  including  commitment fees, totaled $789,909  ($1,617,924 in
       the 1995 period) for a total  interest  expense of  $1,783,799  (of which
       $1,489,892 was capitalized). In the first nine months of 1995 these costs
       totaled  $3,103,654 (of which  $1,820,169 was  capitalized).  The Company
       capitalizes   that  portion  of  interest  related  to  its  exploration,
       partnership, and foreign business development activities. The decrease in
       interest  expense  in 1996 is  attributable  to (1) the  decrease  in the
       average balance under the Company's credit lines necessary to finance the
       Company's capital  expenditures,  as discussed above, and (2) the Company
       incurring only six months of interest in 1996,  instead of nine months of
       interest in 1995,  on the  Debentures  which were  converted  into Common
       Stock in the third quarter of 1996.

       RESULTS OF OPERATIONS

       Comparison of Three Months Ended September 30, 1996 and 1995
       ------------------------------------------------------------

           Net income of $4,641,953 and earnings per share of $0.33 in the third
       quarter of 1996 increased 267% and 175%,  respectively,  when compared to
       net  income of  $1,264,556  and  earnings  per share of $0.12 in the same
       period for 1995. The increase in net income was primarily due to the 142%
       increase in oil and gas sales  revenues as a result of a 105% increase in
       natural  gas  production,  a 9%  increase  in crude oil  production,  and
       product price  improvements.  The lower percent  increase in earnings per
       share reflects an 35% increase in the weighted average shares outstanding
       for the period, for the same reasons discussed above.

                                       19
<PAGE>

                              SWIFT ENERGY COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED


       Revenues

           The  Company's  revenues  increased  119% during the third quarter of
       1996 from the  comparative  period in 1995, due primarily to the increase
       in oil and gas sales.  Oil and gas sales increased 142% to $13,226,521 in
       the third  quarter of 1996,  compared to $5,465,881  for the  comparative
       period in 1995.  The 105% increase in natural gas  production  and the 9%
       increase in oil production  were primarily the result of production  from
       recent  drilling  activity,  most notably from the  Company's two primary
       development  areas,  the AWP Olmos Field and the Austin Chalk trend.  The
       Company's net sales volume (including the volumetric  production payment)
       in the third  quarter of 1996  increased  by 77% or  2,204,308  Mcfe over
       volumes in the comparable 1995 period.  Oil and gas sales were also aided
       by 37% and 45%  increases  in average  prices  received  for oil and gas,
       respectively, between the two periods as highlighted in the table above.

           Supervision  fees  increased  18% in the third  quarter  of 1996 when
       compared to the same period in 1995.  This  increase is primarily  due to
       the annual  escalation in April for well overhead rates, and the increase
       in  drilling  activity  by the  Company,  which  in turn,  increases  the
       drilling well overhead portion of such fees.

       Costs and Expenses
       ------------------

           General and  administrative  expenses  for the third  quarter of 1996
       increased  $531,261  or 44% when  compared  to the same  period  in 1995,
       primarily  the result of the strategic  shift in the  Company's  activity
       toward  more direct  corporate  participation  in  projects  which do not
       result in reimbursement from other parties. However, on a Mcfe basis, the
       Company's general and  administrative  expenses  decreased from $0.43 per
       Mcfe  produced for the third  quarter of 1995 to $0.35 per Mcfe  produced
       for the same period in 1996.

           Depreciation,    depletion,    and   amortization    increased   107%
       (approximately  $2,300,000),  primarily due to the reserve  additions and
       their associated  costs, and the related sale of increased  quantities of
       oil and gas.  The DD&A rate per Mcfe of  production  has  increased  from
       $0.75 per Mcfe  produced in the 1995 period to $0.87 per Mcfe produced in
       the 1996 period,  reflecting  variations  in the per unit cost of reserve
       additions.

           The Company's production costs per Mcfe decreased from $0.62 per Mcfe
       produced  in the 1995  period  to $0.41  per  Mcfe  produced  in the 1996
       period.  However,  due to the increase in production volumes, oil and gas
       production  costs  increased  18%  (approximately  $325,000) in the third
       quarter of 1996 when  compared to the third quarter of 1995. As described
       above,  this reflects the  Company's  economies of scale in the AWP Olmos
       Field and the Austin Chalk trend,  and the gas  production  severance tax
       abatement these fields receive.

           There was no interest  expense  for the third  quarter of 1996 on the
       Debentures as they were converted into Common Stock in the third
       quarter  ($495,910  in  1995),  while  interest  expense  on  the  credit
       facilities,  including  commitment fees,  totaled  $312,510  ($308,640 in
       1995) for a total of $312,510 (all of which was  capitalized).  The third
       quarter 1995 total was $804,550 (of which $611,389 was capitalized).

                                       20
<PAGE>

                              SWIFT ENERGY COMPANY
                          PART II. - OTHER INFORMATION



Item 1.    Legal Proceedings - N/A

Item 2.    Changes in Securities - N/A

Item 3.    Defaults Upon Senior Securities - N/A

Item 4.    Submission of Matters to a Vote of Security Holders - N/A

Item 5.    Other Information - N/A

Item 6.    Exhibits & Reports on Form 8K - None





                                       21
<PAGE>

                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                             SWIFT ENERGY COMPANY


                                             (Registrant)

Date: October 30, 1996                       By: (Original Signed By)
      ----------------                            ------------------
                                             John R. Alden
                                             Sr. Vice President - Finance
                                             Chief Financial Officer, Secretary


Date: October 30, 1996                       By: (Original Signed By)
      ----------------                            ------------------
                                             Alton D. Heckaman, Jr.
                                             Vice President,
                                             Controller and Principal
                                             Accounting Officer


                                       22
<PAGE>


<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
This schedule contains summary financial information extracted from the 
registrant's financial statements contained in its quarterly report on Form
10-Q for the period ended September 30, 1996.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-END>                                   SEP-30-1996
<CASH>                                         1,985,790
<SECURITIES>                                   0
<RECEIVABLES>                                  17,648,047
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               18,375,280
<PP&E>                                         212,631,349
<DEPRECIATION>                                 41,397,417
<TOTAL-ASSETS>                                 192,860,512
<CURRENT-LIABILITIES>                          24,373,954
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       150,914
<OTHER-SE>                                     134,191,416
<TOTAL-LIABILITY-AND-EQUITY>                   192,860,512
<SALES>                                        33,733,101
<TOTAL-REVENUES>                               39,178,931
<CGS>                                          0
<TOTAL-COSTS>                                  17,063,109<F1>
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             293,907
<INCOME-PRETAX>                                17,221,040
<INCOME-TAX>                                   5,818,390
<INCOME-CONTINUING>                            11,402,650
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   11,402,650
<EPS-PRIMARY>                                  0.87
<EPS-DILUTED>                                  0.87
<FN>
<F1>Includes depreciation, depletion and amortization and oil and gas
production costs.  Excludes general and administrative and interest expense.
</FN>
        


</TABLE>


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