CASTLE ENERGY CORP
8-K, 1997-05-27
PETROLEUM REFINING
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (Date of Earliest Event Reported): May 16, 1997


                            CASTLE ENERGY CORPORATION
               (Exact Name of Registrant as Specified in Charter)


                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)


         0-10990                                      76-0035225
(Commission File Number)                   (I.R.S. Employer Identification No.)


  One Radnor Corporate Center, Suite 250, 100 Matsonford Road, Radnor, PA 19087
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(Address of Principal Executive Offices)                             (Zip Code)

                                 (610) 995-9400
              (Registrant's telephone number, including area code)


          (Former Name or Former Address, if Changed Since Last Report)




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             Castle Energy Corporation (the "Registrant") submits the following
information:

ITEM 5.  Other Events

             On May 16, 1997, the Registrant entered into agreements to sell its
Texas oil and gas properties and pipeline to Union Pacific Resources Company. A
copy of the news release issued by the Registrant on May 19, 1997 is attached as
Exhibit 99.1 to this report.

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits

 Exhibit                                                                   Page 
 Number                    Description                                      No.
 -------                   -----------                                     ----
   99.1    Castle Energy Corporation Press Release, dated May 19, 1997      4


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                                    SIGNATURE

         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.

                                         CASTLE ENERGY CORPORATION



Date:     May 23, 1997                   By:    /s/ RICHARD E. STAEDTLER
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                                                    Richard E. Staedtler
                                                    Chief Financial Officer















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                                                                   EXHIBIT 99.1


NEWS                                          Contact: Joseph L. Castle II
                                              Castle Energy Corporation
                                              (610) 995-9400



                          CASTLE ENERGY ANNOUNCES SALE
                             OF EAST TEXAS ASSETS TO
                         UNION PACIFIC RESOURCES COMPANY

         RADNOR, PA, May 19, 1997 -- Castle Energy Corporation*
(Nasdaq-NNM:CECX) (the "Company") announced today that it has entered into an
agreement to sell its Rusk County, Texas oil and gas properties and pipeline to
Union Pacific Resources Company for a purchase price totaling approximately $54
million. Closing is expected before the end of the month but is subject to
customary consents and conditions.

         Joseph L. Castle II, Chairman and Chief Executive Officer, indicated
that Castle would still retain two operating segments after the sale: the gas
marketing operations relating to the Lone Star Contract and its non-Texas
exploration and production operations. Mr. Castle also indicated that the
Company expects to use a portion of the sale proceeds to retire bank debt and
that the Board is considering alternatives for the use of the proceeds remaining
from the sale and the cash to be generated from the Lone Star Contract which
terminates at May 31, 1999.

         Prior to closing, the Company, through its various subsidiaries, owns a
gas sales contract with Lone Star Gas Company, a 77-mile intrastate pipeline in
Rusk County, Texas, and related gas contracts and interests. The Company also
owns interests in over 425 wells and is the operator of approximately 350 wells
throughout the United States.


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*Castle Energy Corporation is not affiliated with Castle Oil Corporation.

                                       



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