ENRON OIL & GAS CO
10-Q, 1994-11-09
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<PAGE>
Enron Oil & Gas Company
P. O. Box 1188
Houston, TX   7725101188





Securities and Exchange Commission
Washington, D.C.


Gentlemen:

Pursuant  to the requirements of the Securities and Exchange
Act  of 1934, we are transmitting herewith the attached Form
10-Q.

Sincerely,




/S/BEN B. BOYD
Ben B. Boyd
Vice President and Controller





<PAGE>

                           FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON, D. C.  20549

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

    For the quarterly period ended September 30, 1994

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


                 Commission File Number 1-9743
                    ENRON OIL & GAS COMPANY
     (Exact name of registrant as specified in its charter)


            Delaware                                 47-0684736
 (State  or  other  jurisdiction  of    (I.R.S.  Employer Identification No.)
  incorporation or organization)

  1400 Smith Street, P.O. Box 4362
        Houston, Texas                                77210-4362
 (Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area  code    (713) 853-6161

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 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
issuer's classes of common stock, as of October 31, 1994.


    Common Stock, $.01 Par Value           159,741,050 shares
              Class                         Number of Shares




<PAGE>                              
                   ENRON OIL & GAS COMPANY
                              
                      TABLE OF CONTENTS


   
                                                              Page No.
PART I.   FINANCIAL INFORMATION

     ITEM 1.   Financial Statements

           Consolidated Statements of Income -
             Three Months Ended September 30, 1994 and
             1993 and Nine Months Ended September 30, 1994
             and 1993                                            3

           Consolidated Balance Sheets - September 30, 1994
             and December 31, 1993                               4

           Consolidated Statements of Cash Flow -
              Nine Months Ended September 30, 1994 and  1993     5

             Notes   to  Consolidated  Financial  Statements     6

      ITEM 2.    Management's Discussion and Analysis of
                 Financial Condition   and   Results   of
                 Operations                                     10

PART II.  OTHER INFORMATION

       ITEM   6.      Exhibits  and  Reports  on  Form   8-K    17







<PAGE>
                      PART I.  FINANCIAL INFORMATION
                                     
                       ITEM 1.  FINANCIAL STATEMENTS
                          ENRON OIL & GAS COMPANY
                     CONSOLIDATED STATEMENTS OF INCOME
                  (In Thousands Except Per Share Amounts)
                                (Unaudited)

<TABLE>
<CAPTION>
                                                  Three  Months Ended   Nine Months Ended
                                                     September  30,        September 30,
                                                  1994          1993    1994        1993   
<S>                                            <C>          <C>       <C>        <C>
NET OPERATING REVENUES
   Natural Gas
     Associated Companies                       $ 57,382     $ 64,304  $198,743   $193,454
     Trade                                        48,929       62,138   166,911    175,262
   Crude Oil, Condensate and Natural Gas Liquids
     Associated Companies                         13,130       8,541    31,142      31,498  
     Trade                                         7,424       4,209    21,490      13,184
   Other                                             554       1,906     3,842       5,013
                  Total                          127,419     141,098   422,128     418,411

OPERATING EXPENSES
   Lease and Well                                 13,416      15,541    44,782      43,331
   Exploration                                     9,958       9,752    29,647      25,704
   Dry Hole                                        2,709       2,066    10,803       5,336
   Impairment  of  Unproved  Oil & Gas Properties  6,864       4,378    17,364      12,859
   Depreciation, Depletion and Amortization       54,628      64,197   181,645     182,643
   General and Administrative                     13,766      12,172    38,050      34,024
   Taxes Other Than Income                         7,322       6,090    22,010      26,469
                  Total                          108,663     114,196   344,301     330,366

OPERATING INCOME                                  18,756      26,902    77,827      88,045

OTHER INCOME                                      33,819      12,737    54,450      15,097

INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES   52,575      39,639   132,277     103,142

INTEREST EXPENSE
   Incurred
     Affiliate                                       275           -       275           -
     Other                                         3,306       3,784    10,352      11,282
   Capitalized                                    (1,503)     (1,313)   (4,516)     (3,861)
        Net Interest Expense                       2,078       2,471     6,111       7,421

INCOME BEFORE INCOME TAXES                        50,497      37,168   126,166      95,721
INCOME TAX PROVISION (BENEFIT)                     9,529       1,412    20,728      (3,764)

NET INCOME                                      $ 40,968    $ 35,756  $105,438    $ 99,485

EARNINGS PER SHARE OF COMMON STOCK              $    .26    $    .22  $    .66    $    .62

AVERAGE NUMBER OF COMMON SHARES                  159,777     160,000   159,826     160,000
</TABLE>




The accompanying notes are an integral part of these consolidated financial
 statements.







<PAGE>
               PART I.   FINANCIAL INFORMATION - (Continued)
                                     
               ITEM 1.   FINANCIAL STATEMENTS - (Continued)
                          ENRON OIL & GAS COMPANY
                        CONSOLIDATED BALANCE SHEETS
                              (In Thousands)


<TABLE>
<CAPTION>
                                                              September 30,   December 31,
                                                                 1994           1993      
                                                               (Unaudited)

                                  ASSETS
<S>                                                           <C>              <C>
CURRENT ASSETS
  Cash and Cash Equivalents                                    $   86,831       $   103,129
   Accounts Receivable
     Associated Companies                                          38,858            59,143
     Trade                                                         55,413            66,109
   Inventories                                                     17,903            14,082
   Other                                                            8,185             6,962
             Total                                                207,190           249,425
OIL AND GAS PROPERTIES (Successful Efforts Method)              2,911,755         2,772,220
   Less:  Accumulated Depreciation, Depletion and
     Amortization                                              (1,273,993)       (1,226,175)
             Net Oil and Gas Properties                         1,637,762         1,546,045
OTHER ASSETS                                                       10,867            15,692

TOTAL ASSETS                                                   $1,855,819        $1,811,162



                   LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts Payable
     Associated Companies                                      $    8,798        $   13,250
     Trade                                                        114,798           143,542
   Accrued Taxes Payable                                           17,458            17,354
   Dividends Payable                                                4,792             4,795
   Current Maturities of Long-Term Debt                                 -            30,000
   Other                                                            6,026             8,989
             Total                                                151,872           217,930
LONG-TERM DEBT                                                    183,862           153,000
OTHER LIABILITIES                                                  13,510             9,477
DEFERRED INCOME TAXES                                             291,754           270,154
COMMITMENTS AND CONTINGENCIES (Note 8)

DEFERRED REVENUE                                                  195,109           227,528

SHAREHOLDERS' EQUITY
   Common Stock, $.01 Par, 160,000,000 Shares Authorized
     and Issued at September 30, 1994 and No Par, 80,000,000
     Shares Authorized and Issued at December 31, 1993            201,600           200,800
   Additional Paid In Capital                                     415,356           417,531
   Cumulative Foreign Currency Translation Adjustment              (8,146)           (6,855)
   Retained Earnings                                              416,049           324,995
   Common Stock Held in Treasury, 251,750 shares at September 30,
     1994 and 80,000 shares at December 31, 1993                   (5,147)           (3,398)
             Total Shareholders' Equity                         1,019,712           933,073

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $1,855,819        $1,811,162
</TABLE>


The accompanying notes are an integral part of these consolidated financial
 statements.



<PAGE>
               PART I.   FINANCIAL INFORMATION - (Continued)
                                     
               ITEM 1.   FINANCIAL STATEMENTS - (Continued)
                          ENRON OIL & GAS COMPANY
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In Thousands)
                                (Unaudited)


<TABLE>
<CAPTION>
                                                                    Nine Months Ended
                                                                      September 30,
                                                                    1994         1993
<S>                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Reconciliation of Net Income to Net Operating Cash Inflows:
   Net Income                                                    $ 105,438    $ 99,485
   Items Not Requiring (Providing) Cash
    Depreciation, Depletion and Amortization                       181,645     182,643
    Impairment of Unproved Oil and Gas Properties                   17,364      12,859
    Deferred Income Taxes                                           25,846      55,718
    Other, Net                                                      (3,241)        532
   Exploration Expenses                                             29,647      25,704
   Dry Hole Expenses                                                10,803       5,336
   Gains on Sales of Oil and Gas Properties                        (52,212)    (11,556)
   Other, Net                                                        3,622         318
   Changes in Components of Working Capital and Other Liabilities
     Accounts Receivable                                            30,978       4,772
     Inventories                                                    (4,335)     (2,618)
     Accounts Payable                                              (33,196)      3,065
     Accrued Taxes Payable                                             104       7,844
     Other Liabilities                                               4,675       3,462
     Other, Net                                                     (4,186)    (51,270)
   Changes in Components of Working Capital Associated with
     Investing Activities                                           20,328      38,677
NET OPERATING CASH INFLOWS                                         333,280     374,971
INVESTING CASH FLOWS
   Additions to Oil and Gas Properties                            (313,329)   (264,817)
   Exploration Expenses                                            (29,647)    (25,704)
   Dry Hole Expenses                                               (10,803)     (5,336)
   Proceeds from Property Sales                                     82,167      36,740
   Amortization of Deferred Revenue                                (32,419)    (70,351)
   Changes in Components of Working Capital Associated with
     Investing Activities                                          (20,328)    (38,677)
   Other, Net                                                         (708)     (1,305)
NET INVESTING CASH OUTFLOWS                                       (325,067)   (369,450)
FINANCING CASH FLOWS
   Issuance of Long-Term Debt                                       81,000           -
   Repayments of Long-Term Debt                                    (88,000)          -
   Dividends Paid                                                  (14,387)    (14,400)
   Treasury Stock Purchased                                         (4,778)    (13,114)
   Proceeds from Sales of Treasury Stock                             1,654       6,214
NET FINANCING CASH OUTFLOWS                                        (24,511)    (21,300)
DECREASE IN CASH AND CASH EQUIVALENTS                              (16,298)    (15,779)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                   103,129     132,618
CASH AND CASH EQUIVALENTS AT END OF PERIOD                       $  86,831   $ 116,839
</TABLE>


The accompanying notes are an integral part of these consolidated financial
 statements.








<PAGE>
          PART I.  FINANCIAL INFORMATION - (Continued)
           ITEM 1.  FINANCIAL STATEMENTS - (Continued)
                     ENRON OIL & GAS COMPANY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    The  consolidated financial statements of Enron Oil  &  Gas
Company  and  subsidiaries (the "Company") included  herein  have
been  prepared by management without audit pursuant to the  rules
and  regulations  of  the  Securities  and  Exchange  Commission.
Accordingly,  they  reflect all adjustments  which  are,  in  the
opinion of management, necessary for a fair presentation  of  the
financial  results for the interim periods.  Certain  information
and  notes normally included in financial statements prepared  in
accordance  with  generally accepted accounting  principles  have
been condensed or omitted pursuant to such rules and regulations.
However, management believes that the disclosures are adequate to
make   the   information   presented   not   misleading.    These
consolidated  financial statements should be read in  conjunction
with  the financial statements and the notes thereto included  in
the  Company's  Annual Report on Form 10-K  for  the  year  ended
December 31, 1993.

     Certain reclassifications have been made to the consolidated
financial  statements  and notes for 1993  to  conform  with  the
current presentation.

2.    Cash  and  Cash Equivalents at September 30, 1994  includes
$79.6   million  advanced  to  Enron  Corp.  under  a   revolving
promissory note payable on demand, effective January 1, 1993,  at
a  fixed  interest  rate  of  7%, which  note  provides  for  the
investment of funds temporarily surplus to the Company.

3.    Income Tax Provision (Benefit) for the three-month  periods
ended  September 30, 1994 and 1993 includes tax benefits of $14.2
million  and $21.4 million, respectively, and for the  nine-month
periods  ended September 30, 1994 and 1993 includes tax  benefits
of  $29.4  million and $51.4 million, respectively, all of  which
are   related  to  tight  gas  sand  federal  income  tax  credit
utilization.   Income Tax Provision (Benefit) for the  nine-month
period  ended  September 30, 1994 also includes  a  $4.6  million
deferred  tax  benefit  resulting from a reduction  in  estimated
composite state income tax rates and a $1.5 million current  U.S.
tax  benefit  arising from the discontinuance  of  operations  in
Malaysia.   The three and nine-month periods ended September  30,
1993  include a predominantly one-time non-cash charge to  income
of  $7.0  million  primarily to adjust the  accumulated  deferred
federal  income tax liability for the increase in  the  corporate
federal income tax rate from 34 percent to 35 percent.

4.    Natural  Gas  and  Crude Oil, Condensate  and  Natural  Gas
Liquids Net Operating Revenues

      Natural  Gas  Net Operating Revenues are comprised  of  the
following  (in  millions):          Three  Months  Ended     Nine
Months Ended
                                            September         30,
September 30,__
                                      1994_      1993_      1994_
1993__
Wellhead Natural Gas Revenues
   Associated Companies (1)(2)   $ 56.2   $ 87.1 $218.3  $251.3
   Trade                           35.8     36.8  125.0   112.0
           Total                 $ 92.0   $123.9 $343.3  $363.3
Other Natural Gas Marketing Activities
   Gross Revenues from:
     Associated Companies        $ 38.5   $ 28.4 $124.2  $ 88.8
     Trade (3)                     26.8     40.8   90.8   111.8
           Total                   65.3     69.2  215.0   200.6
   Associated Cost from:
     Associated Companies (1)(4)   41.4     46.3  141.6   131.5
     Trade                         13.7     15.2   48.8    48.3
           Total (5)               55.1     61.5  190.4   179.8
           Net                     10.2      7.7   24.6    20.8
   Commodity Price Hedging (6)      4.1     (5.2)  (2.3)  (15.4)
           Total                 $ 14.3   $  2.5 $ 22.3  $  5.4


<PAGE>
          PART I.  FINANCIAL INFORMATION - (Continued)
                                
           ITEM 1.  FINANCIAL STATEMENTS - (Continued)
                     ENRON OIL & GAS COMPANY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     Crude Oil, Condensate and Natural Gas Liquids, Net Operating
Revenues are comprised of the following (in millions):

                                       Three  Months  Ended   Nine Months Ended
                                          September 30,          September 30,
                                        1994         1993      1994       1993
Wellhead Crude Oil, Condensate and
  Natural Gas Liquid Revenues
   Associated Companies               $ 12.9      $  8.6     $ 30.0     $ 31.5
   Trade                                 7.4         4.2       21.5       13.2
           Total                      $ 20.3      $ 12.8     $ 51.5     $ 44.7

Other Crude Oil Marketing Activities
   Commodity Price Hedging (6)        $   .3      $    -     $  1.1     $    -



(1)   Wellhead  Natural  Gas Revenues include $27.4  million  and
   $33.1 million for the three-month periods ended September  30,
   1994 and 1993, respectively, and $100.4 million and $92.7 million
   for  the nine-month periods ended September 30, 1994 and 1993,
   respectively, associated with deliveries by Enron  Oil  &  Gas
   Company  to  Enron Oil & Gas Marketing, Inc.,  a  wholly-owned
   subsidiary, reflected as a cost in Other Natural Gas Marketing
   Activities - Associated Costs.
(2)   Includes $5.0 million and $13.7 million for the three-month
   periods  ended September 30, 1994 and 1993, respectively,  and
   $17.4 million and $44.0 million for the nine-month periods ended
   September 30, 1994 and 1993, respectively, associated with the
   equivalent wellhead value of volumes delivered under the terms of
   a volumetric production payment agreement effective October 1,
   1992, as amended, net of transportation.
(3)  Includes $10.9 million and $23.7 million for the three-month
   periods ended September 30, 1994 and 1993, respectively, and
   $32.4 million and $70.4 million for the nine-month periods ended
   September 30, 1994 and 1993, respectively, associated with the
   amortization of deferred revenues under the terms of volumetric
   production payment and exchange agreements effective October 1,
   1992, as amended.
(4)   Includes the effect of a price swap agreement with a  third
   party which  in effect fixes the price of certain purchases.
(5)   Includes $7.9 million and $20.4 million for the three-month
   periods  ended September 30, 1994 and 1993, respectively,  and
   $26.2 million and $61.6 million for the nine-month periods ended
   September 30, 1994 and 1993, respectively, for volumes delivered
   under  the terms of volumetric production payment and exchange
   agreements  effective October 1, 1992, as  amended,  including
   equivalent wellhead value, any applicable transportation costs
   and exchange differentials.
(6)   Represents  gain or loss associated with commodity  futures
   transactions  primarily with Enron Corp. affiliated  companies
   based  on  NYMEX prices in effect on dates of execution,  less
   customary transaction fees.  These transactions serve as price
   hedges for a portion of wellhead sales.







<PAGE>
          PART I.  FINANCIAL INFORMATION - (Continued)
                                
           ITEM 1.  FINANCIAL STATEMENTS - (Continued)
                     ENRON OIL & GAS COMPANY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.    Gains  on  sales of certain oil and gas properties  in  the
amount  of  $52.2 million and $11.6 million are  required  to  be
removed  from  Net  Income  in connection  with  determining  Net
Operating  Cash Inflows while the related proceeds are classified
as   investing  cash  flows  for  the  nine-month  periods  ended
September  30,  1994  and 1993, respectively.   However,  current
accounting guidelines will not permit the relevant federal income
tax  impact of these transactions to be reclassified to investing
cash flows.  The current federal income tax impact of these sales
transactions  was calculated by the Company to be  $18.7  million
and  $9.0 million for the nine-month periods ended September  30,
1994  and  1993,  respectively, which entered  into  the  overall
calculation of current federal income tax.  The Company  believes
that  this  federal  income tax impact should  be  considered  in
analyzing the elements of the cash flow statement.

6.    In  March  1994,  the Company replaced an  existing  credit
agreement with a Revolving Credit Agreement dated as of March 11,
1994,  among the Company and the banks named therein (the "Credit
Agreement").    The  Credit  Agreement  provides  for   aggregate
borrowings  of up to $100 million, with provisions for increases,
at the option of the Company, up to $300 million.  Advances under
the Credit Agreement bear interest, at the option of the Company,
based  on a base rate, an adjusted CD rate or a Eurodollar  rate.
Each  advance  under  the  Credit Agreement  matures  on  a  date
selected  by the Company at the time of the advance,  but  in  no
event  after January 15, 1998.  No advances have been drawn under
the Credit Agreement through September 30, 1994.

7.     In   March  1994,  a  subsidiary  received  two   advances
aggregating  $31  million under a credit agreement  dated  as  of
March   8,   1994,  between  the  subsidiary  and   a   financial
institution.   One  of  the advances is  in  the  amount  of  $16
million,  bears interest at a fixed rate of 4.52% and is  due  in
1998.   The other advance is in the amount of $15 million,  bears
interest at a floating rate that resets quarterly equal to 84% of
the  London Interbank Bid Rate which is 1/8 of 1% less  than  the
London  Interbank Offered Rate and is due in 1998.  Both advances
are  collateralized with a letter of credit issued by a  bank  on
behalf  of  the  subsidiary and guaranteed by the  Company.   The
advances  were used to partially repay a promissory note  payable
to a bank by the subsidiary.

      In  May 1994, the subsidiary received a $25 million advance
under  a  credit  agreement  dated  May  27,  1994  between   the
subsidiary  and  a  financial institution.  The credit  agreement
provides for aggregate borrowings of up to $44 million and is due
in  1999.   The advances bear interest based on various  interest
rate  options,  as  defined in the credit  agreement  (4.515%  at
September  30, 1994).  The advance is guaranteed by  the  Company
and  was  used  to  partially repay temporary advances  from  the
Company  to  the  subsidiary  for  exploration,  development  and
production costs.

      In  July  1994,  the Company prepaid $25 million  of  loans
payable  due  in April 1995 with proceeds from a promissory  note
payable to Enron Corp. which note is in the same amount and  with
essentially the same terms as the loan prepaid.  The Enron  Corp.
promissory  note and the remaining $25 million balance  of  loans
payable due in April 1995 are classified as long-term because  of
the  Company's intention and ability to replace such  loans  upon
maturity with other long-term debt.




<PAGE>
          PART I.  FINANCIAL INFORMATION - (Continued)
                                
           ITEM 1.  FINANCIAL STATEMENTS - (Concluded)
                     ENRON OIL & GAS COMPANY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.    As reported in the Company's Annual Report on Form 10-K for
the  year  ended  December  31, 1993, TransAmerican  Natural  Gas
Corporation  ("TransAmerican") has filed a petition  against  the
Company  and  Enron  Corp. alleging breach of contract,  tortious
interference with contract, misappropriation of trade secrets and
violation  of  state antitrust laws.  The petition,  as  amended,
seeks  actual damages of $100 million plus exemplary  damages  of
$300  million.   The  Company has answered the  petition  and  is
actively defending the matter; in addition, the Company has filed
counterclaims  against  TransAmerican and its  sole  shareholder,
John R. Stanley, alleging fraud, negligent misrepresentation  and
breach  of  state antitrust laws.  On April 6, 1994, Enron  Corp.
was  granted  summary judgment, wherein the  court  ordered  that
TransAmerican can take nothing on its claims against Enron  Corp.
Trial,  which  was set most recently for September 12,  1994  has
been  continued,  and there is no current setting.   Although  no
assurances  can  be given, the Company believes that  the  claims
made  by  TransAmerican  are  totally  without  merit,  that  the
ultimate  resolution  of the matter will not  have  a  materially
adverse   effect  on  its  financial  condition  or  results   of
operations, and that such ultimate resolution could result  in  a
recovery to the Company.

9.    Significant  items of other income are detailed  below  (in
millions):

                                          Three Months Ended  Nine Months Ended 
                                             September 30,       September 30,
                                           1994        1993    1994       1993

Gains on Sales of Oil and Gas Properties  $ 33.3     $ 11.5  $  52.2    $ 11.6
Interest Income                              1.6        2.0      4.2       3.9
Other, Net                                  (1.1)      (0.8)    (2.0)      (.4)
           Total                          $ 33.8     $ 12.7   $ 54.4    $ 15.1






<PAGE>
          PART I.  FINANCIAL INFORMATION - (Continued)
                                
        ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                     ENRON OIL & GAS COMPANY


The  following review of operations for the three-month and nine-
month  periods  ended  September  30,  1994  should  be  read  in
conjunction  with  the consolidated financial statements  of  the
Company and Notes thereto.

Results of Operations

Three Months Ended September 30, 1994
vs. Three Months Ended September 30, 1993

      In  the third quarter of 1994, Enron Oil & Gas Company (the
"Company") realized net income of $41.0 million compared  to  net
income  of  $35.8  million  for the same  period  in  1993.   Net
operating  revenues  for the third quarter of  1994  were  $127.4
million as compared to $141.1 million for the same period a  year
ago.

     Volume and price statistics are as follows:
                                                   1994     1993
Wellhead Volumes
   Natural Gas (MMcf/d) (1)(3)                      672     703
   Crude Oil and Condensate (MBbl/d) (1)           12.8     8.4
   Natural Gas Liquids (MBbl/d) (1)                 0.7     0.5
Wellhead Average Prices
   Natural Gas ($/Mcf) (2)(4)                    $ 1.49  $ 1.92
   Crude Oil and Condensate ($/Bbl) (2)           16.70   15.94
   Natural Gas Liquids ($/Bbl) (2)                 9.68   10.38
Other Natural Gas Marketing
   Volumes (MMcf/d) (1)(3)                          306     295
   Average Gross Revenue ($/Mcf) (2)             $ 2.32  $ 2.55
   Associated Costs ($/Mcf) (2)(5)                 1.96    2.27
   Margin ($/Mcf) (2)                            $ 0.36  $ 0.28

(1)   Million cubic feet per day or thousand barrels per day,  as
   applicable.
(2)    Dollars  per  thousand  cubic  feet  or  per  barrel,   as
   applicable.
(3)  Includes 48 MMcf per day and 103 MMcf per day for the three-
   month periods ended September 30, 1994 and 1993, respectively,
   delivered under the terms of volumetric production payment and
   exchange agreements effective October 1, 1992, as amended.
(4)   Includes  an average equivalent wellhead value of $1.13/Mcf
   and  $1.44/Mcf for the three-month periods ended September 30,
   1994 and 1993, respectively, for the volumes described in note
   (3), net of transportation costs.
(5)  Including transportation and exchange differentials.








<PAGE>
          PART I.  FINANCIAL INFORMATION - (Continued)
                                
        ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
   FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                     ENRON OIL & GAS COMPANY


      Third quarter 1994 average wellhead natural gas prices were
down approximately 22% from the same period in 1993 reducing  net
operating  revenues by approximately $27 million.  A decrease  of
4% in wellhead natural gas volumes from the third quarter of 1993
reduced net operating revenues by approximately $5 million.   The
Company  voluntarily curtailed its United States wellhead natural
gas delivered volumes by as much as 25% of maximum deliverability
during  portions  of  the  third  quarter  of  1994  due  to  the
significant  reduction in related wellhead  natural  gas  prices.
The  selective curtailment of deliveries from high cost  and  low
margin   properties  limited  the  net  income  impact   of   the
curtailments  to approximately $4 million.  The resulting  volume
reductions  in the United States were mostly offset  by  the  new
natural  gas deliveries from the Kiskadee field offshore Trinidad
and increased natural gas deliveries in Canada.  While quarter to
quarter volumes in the United States were down as a result of the
curtailments  addressed above, strong drilling  programs  in  the
United  States  have resulted in a continued improvement  in  the
Company's  capacity  to  deliver natural gas  during  periods  of
stronger  prices.   Third  quarter 1994 wellhead  crude  oil  and
condensate  average prices increased 5% adding  approximately  $1
million  to  net  operating revenues as  compared  to  the  third
quarter  of  1993.   Wellhead crude oil  and  condensate  volumes
increased  52%  adding approximately $6 million to net  operating
revenues  compared  to  the  same period  a  year  ago  primarily
reflecting   the  new  deliveries  from  offshore  Trinidad   and
increases in United States deliveries.

       Other  marketing  activities  associated  with  sales  and
purchases  of  natural gas, natural gas price swap  transactions,
other  commodity price hedging of natural gas and crude  oil  and
condensate   prices  utilizing  NYMEX-related  commodity   market
transactions,  and margins relating to the volumetric  production
payment  added $15 million to net operating revenues  during  the
third  quarter of 1994, an increase of $12 million over the  same
period  in 1993.  This increase primarily results from  gains  on
natural  gas commodity price hedging activities utilizing  NYMEX-
related  commodity  market transactions  in  the  current  period
versus losses incurred during the third quarter a year ago.   The
average associated costs of natural gas marketing, price swap and
volumetric  production  payment  transactions,  including,  where
appropriate,  average  wellhead value, transportation  costs  and
exchange  differentials, decreased $.31  per  Mcf.   The  average
price  received for these transactions decreased by $.23 per  Mcf
over  the  same  period  a  year ago.  Volumes  to  supply  these
contracts increased approximately 4%.

       The   impact  of  these  other  marketing  activities,   a
substantial  portion of which serve as hedges of commodity  price
risks  for a portion of wellhead deliveries, are more than offset
by  increases  or reductions in revenues associated  with  market
responsive  prices  for wellhead deliveries. Since  December  31,
1993,  the Company has reduced the level of wellhead natural  gas
volumes  for  which  it  had previously locked  in  prices  using
various   commodity  price  hedging  mechanisms.    Using   these
mechanisms,  the  Company has locked in prices for  approximately
one-half of its anticipated wellhead natural gas volumes for  the
remainder of the year.








<PAGE>
          PART I.  FINANCIAL INFORMATION - (Continued)
                                
        ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
   FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                     ENRON OIL & GAS COMPANY

     During the third quarter of 1994, operating expenses of $109
million  were $5 million lower than the $114 million incurred  in
the  third  quarter  of 1993.  Lease and well expenses  decreased
approximately $2 million to $13 million primarily reflecting  the
reclassification  in  the third quarter of  year-to-date  amounts
previously  reported  as  other net  operating  revenues  to  net
against  related lease and well expenses.  Impairment of unproved
oil  and gas properties increased $2 million over the same period
a  year  ago primarily due to impairments associated with certain
offshore   leases.   Depreciation,  depletion  and   amortization
("DD&A")  expense decreased $10 million to $55 million reflecting
a decrease in North American production volumes and a decrease in
the   average  DD&A  rate  from  $.92  per  thousand  cubic  feet
equivalent ("Mcfe") in the third quarter of 1993 to $.79 per Mcfe
in  the  third  quarter  of  1994.  The  DD&A  rate  decrease  is
primarily due to production from offshore Trinidad at an  average
DD&A  rate  significantly less than the North American operations
average DD&A rate and a tempering of the North American rate as a
result  of  the curtailment of production associated with  higher
cost  reserves.   General and administrative costs  increased  $2
million  to $14 million due to the overall costs associated  with
expanded international and domestic operations.  Taxes other than
income  increased from the comparable period in 1993 due  to  the
recognition in 1993 of a $3 million reduction of franchise  taxes
resulting  from  a  refund of prior year payments  in  the  third
quarter  of  1993  essentially  equal  to  the  effects  of   the
reductions in state severance taxes as a result of lower  taxable
United States wellhead volumes and prices in the third quarter of
1994.   The  Company  continues to recognize benefits  associated
with  severance  tax  exemptions related  to  the  production  of
certain high cost gas reserves.

      The Company reduced its total per unit operating costs  for
lease and well expense, DD&A, general and administrative expense,
interest  expense, and taxes other than income by $.12 per  Mcfe,
averaging  $1.32  per  Mcfe  during the  third  quarter  of  1994
compared to $1.44 per Mcfe during the same period in 1993.   This
decrease  is primarily attributable to reductions in the  average
DD&A rate as noted above.

      Other  income  for the third quarter of 1994  includes  $33
million in gains associated with the sale of selected oil and gas
properties  as compared to $12 million in similar gains  recorded
in the third quarter of 1993.

      Income  tax provision of approximately $10 million for  the
third  quarter  of 1994 increased $8 million over the  comparable
quarter  in  1993.   The  difference  results  primarily  from  a
reduction  in  the  federal income tax benefits  associated  with
tight  gas sand federal income tax credits utilized in the  third
quarter of 1994 as compared to the third quarter of 1993  and  an
increase  in income before income taxes during the third  quarter
of 1994. (See Note 3 to Consolidated Financial Statements).

      Federal income taxes are accrued using the estimated annual
effective income tax rate.









<PAGE>
          PART I.  FINANCIAL INFORMATION - (Continued)
                                
        ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
   FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                     ENRON OIL & GAS COMPANY


Nine Months Ended September 30, 1994
vs. Nine Months Ended September 30, 1993

      In  the first nine months of 1994, the Company realized net
income  of $105.4 million compared to net income of $99.5 million
for  the same period in 1993.  Net operating revenues were $422.1
million as compared to $418.4 million for the same period a  year
ago.

     Volume and price statistics are as follows:
                                                   1994    1993
Wellhead Volumes
   Natural Gas (MMcf/d) (1)(3)                      743     701
   Crude Oil and Condensate (MBbl/d) (1)           12.0     9.2
   Natural Gas Liquids (MBbl/d) (1)                 0.7     0.6
Wellhead Average Prices
   Natural Gas ($/Mcf) (2)(4)                    $ 1.69  $ 1.90
   Crude Oil and Condensate ($/Bbl) (2)           15.24   17.05
   Natural Gas Liquids ($/Bbl) (2)                 9.43   11.83
Other Natural Gas Marketing
   Volumes (MMcf/d) (1)(3)                          327     287
   Average Gross Revenue ($/Mcf) (2)             $ 2.41  $ 2.56
   Associated Costs ($/Mcf) (2)(5)                 2.13    2.29
   Margin ($/Mcf)(2)                             $ 0.28  $ 0.27

(1)   Million cubic feet per day or thousand barrels per day,  as
   applicable.
(2)    Dollars  per  thousand  cubic  feet  or  per  barrel,   as
   applicable.
(3)Includes  48 Mmcf per day and 103 MMcf per day for  the  nine-
   month   periods   ended   September   30,   1994   and   1993,
   respectively,   delivered  under  the  terms   of   volumetric
   production  payment and exchange agreements effective  October
   1, 1992, as amended.
(4)Includes  an  average equivalent wellhead value  of  $1.32/Mcf
   and  $1.56/Mcf for the nine-month periods ended September  30,
   1994  and  1993,  respectively, for the volumes  described  in
   note (3), net of transportation costs.
(5)Including transportation and exchange differentials.

      Average  wellhead natural gas volumes for  the  first  nine
months  of  1994 increased approximately 6% to 743 MMcf  per  day
primarily  reflecting  the effects of development  activities  in
Trinidad partially offset by voluntary curtailments of production
in  the  United  States.  The increase in  wellhead  natural  gas
volumes added $22 million to net operating revenues.  The  volume
reductions   in  the  United  States  resulting  from   voluntary
curtailments  were  more  than offset  by  the  new  natural  gas
deliveries   from  the  Kiskadee  field  offshore  Trinidad   and
increased  deliveries  in Canada.  Average wellhead  natural  gas
prices  for the first nine months of 1994 were down approximately
11% to $1.69 per Mcf compared to the same period a year ago.  The
decrease in average wellhead natural gas prices received  by  the
Company  reduced  net  operating revenues  by  approximately  $42
million.   A  30%  increase in wellhead crude oil and  condensate
volumes during the first nine months of 1994 added $13 million to
net  operating  revenues  compared to the  same  period  in  1993
primarily reflecting development activities in Trinidad.  An  11%
decrease  in  wellhead crude oil and condensate prices  decreased
net operating revenues by approximately $6 million.






<PAGE>
          PART I.  FINANCIAL INFORMATION - (Continued)
                                
        ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
   FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                     ENRON OIL & GAS COMPANY



       Other  marketing  activities  associated  with  sales  and
purchases  of  natural gas, natural gas price swap  transactions,
other  commodity price hedging of natural gas and crude  oil  and
condensate   prices  utilizing  NYMEX-related  commodity   market
transactions,  and margins relating to the volumetric  production
payment  added $23 million to net operating revenues  during  the
first nine months of 1994.  This increase of $18 million from the
same  period in 1993 primarily results from decreased  losses  on
natural  gas commodity price hedging activities utilizing  NYMEX-
related  commodity  market  transactions  and  increased  margins
associated  with natural gas marketing activities.   The  average
associated  costs  of  natural  gas  marketing,  price  swap  and
volumetric  production  payment  transactions,  including,  where
appropriate,  average  wellhead value, transportation  costs  and
exchange  differentials, decreased $.16  per  Mcf.   The  average
price  received for these transactions decreased  $.15  per  Mcf.
Related other natural gas marketing volumes increased 14%.

       The   impact  of  these  other  marketing  activities,   a
substantial  portion of which serve as hedges of commodity  price
risks  for a portion of wellhead deliveries, are more than offset
by  increases  or reductions in revenues associated  with  market
responsive  prices for wellhead deliveries.  Since  December  31,
1993,  the Company has reduced the level of wellhead natural  gas
volumes  for  which  it  had previously locked  in  prices  using
various   commodity  price  hedging  mechanisms.    Using   these
mechanisms,  the  Company has locked in prices for  approximately
one-half of its anticipated wellhead natural gas volumes for  the
remainder of the year.

      During the first nine months of 1994, operating expenses of
$344  million were approximately $14 million higher than the $330
million  incurred  in the same period in 1993.   Lease  and  well
expenses of $45 million were approximately $1 million higher than
a  year  ago.   Exploration expenses of $30 million increased  $4
million  from the previous year due to an increased  emphasis  on
exploration activities.  Dry hole expenses increased  $5  million
from  1993 primarily due to an unsuccessful well drilled  in  the
Gulf of Mexico during the second quarter of 1994.  Impairment  of
unproved  oil  and gas properties increased $5 million  from  the
comparable  period  a  year  ago  primarily  due  to  impairments
associated with certain offshore leases.  DD&A expense  decreased
slightly  from $183 million in the first nine months of  1993  to
$182  million in the same period of 1994 reflecting  a  $.07/Mcfe
decrease  in  the average DD&A rate to $.81 per  Mcfe  which  was
mostly  offset  by  an increase in 1994 production  volumes  from
offshore Trinidad and Canada.  The rate decrease is primarily due
to  production  from offshore Trinidad at an  average  DD&A  rate
significantly less than the North American operations DD&A  rate.
General and administrative expenses increased $4 million  to  $38
million  primarily  due to overall higher costs  associated  with
expanded international and domestic operations.  Taxes other than
income decreased approximately $4 million from the same period  a
year  ago  primarily due to lower taxable United States  wellhead
volumes and prices.

      The Company continued to reduce its per unit operating cost
as  detailed in the discussion of third quarter results to  $1.31
per  Mcfe during the first nine months of 1994 compared to  $1.42
per  Mcfe a year ago.  The decrease was primarily due to per unit
reductions  in  DD&A  and taxes other than  income  as  discussed
above.





<PAGE>
          PART I.  FINANCIAL INFORMATION - (Continued)
                                
        ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
   FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                     ENRON OIL & GAS COMPANY



       Other  income  for  the  first  nine  months  of  1994  of
approximately  $54 million reflects an increase  of  $39  million
from  the same period a year ago.  The increase was due primarily
to  $52  million  of  gains  on sales of  selected  oil  and  gas
properties  in 1994 as compared to $12 million of gains  recorded
during  the  same period in 1993.  In continuing its strategy  of
fully utilizing its assets in optimizing profitability, cash flow
and  return  on investments the Company expects to  continue  the
sale of similar properties from time to time.

      Income  tax  provision (benefit) includes  a  provision  of
approximately  $21  million for the first  nine  months  of  1994
compared  to  a  benefit  of approximately  $4  million  for  the
comparable period in 1993.  The difference results primarily from
a  $22  million  reduction  in the federal  income  tax  benefits
associated  with  tight  gas  sand  federal  income  tax  credits
utilized  in  the  first nine months of 1994 as compared  to  the
first nine months of 1993.  (See Note 3 to Consolidated Financial
Statements).

      Federal income taxes are accrued using the estimated annual
effective income tax rate.


Capital Resources and Liquidity

     The Company's primary sources of cash during the nine months
ended  September  30, 1994 were funds generated from  operations,
proceeds from the sale of certain oil and gas properties and  the
issuance  of new debt.  Primary cash outflows consisted of  funds
used  in  operations,  exploration and development  expenditures,
repayment   of   debt  and  dividends  paid  to   the   Company's
shareholders.

      Discretionary  cash  flow,  a frequently  used  measure  of
performance for exploration and production companies, is  derived
by adjusting net income to eliminate the effects of depreciation,
depletion  and amortization, impairment of unproved oil  and  gas
properties, deferred income taxes, property sales net  of  income
tax,  certain  other miscellaneous non-cash amounts,  except  for
amortization  of deferred revenue, and exploration and  dry  hole
expenses.  The Company generated discretionary cash flow of  $338
million during the first nine months of 1994, a decrease  of  $42
million  from the $380 million generated for the same  period  in
1993,  primarily due to the inclusion, in 1993,  of  $50  million
associated  with a federal income tax refund resulting  from  the
settlement  of  an audit of federal income taxes  paid  in  prior
years.







<PAGE>
          PART I.  FINANCIAL INFORMATION - (Concluded)
                                
        ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
   FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Concluded)
                     ENRON OIL & GAS COMPANY



     Net operating cash flow for the first nine months of 1994 of
$333 million decreased $42 million as compared to the same period
in  1993 primarily due to the decrease in discretionary cash flow
discussed  above.   Based  upon  existing  economic  and   market
conditions,  management  believes net  operating  cash  flow  and
available  financing alternatives in 1994 will be  sufficient  to
fund net investing and other cash requirements of the Company for
the remainder of the year.

       Exploration  and  development  expenditures  totaled  $354
million during the first nine months of 1994 as compared to  $296
million  expended during the same period in 1993.   The  increase
was  attributable primarily to increased development expenditures
associated  with  operations outside of  the  United  States  and
increased   exploration   expenditures   in   all   areas,   most
significantly  in the United States, partially  offset  by  lower
development drilling expenditures in the United States.

      The  level of exploration and development expenditures will
vary in future periods depending on energy market conditions  and
other  related  economic  factors.  The Company  has  significant
flexibility  with  respect  to  financing  alternatives  and  the
ability  to  adjust  its exploration and development  expenditure
budget   as   circumstances  warrant.   There  are  no   material
continuing commitments associated with expenditure plans.

      Proceeds from property sales generated $82 million  in  the
first  nine months of 1994 as compared to $37 million during  the
same period in 1993.  The sales of these properties were made  to
maximize  the  economic value of the assets.  In  continuing  its
strategy   of   fully   utilizing  its   assets   in   optimizing
profitability,  cash flow and return on investments  the  Company
expects to continue the sale of similar assets from time to time.









<PAGE>
                   PART II.  OTHER INFORMATION
                     ENRON OIL & GAS COMPANY





ITEM 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits - None

     (b)  Reports on Form 8-K - There were no reports on Form 8-K
          filed for the quarterly period ended September 30, 1994.










<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.



                                                  ENRON OIL & GAS COMPANY
                                                  (Registrant)



Date:  November 8, 1994                       By     /S/ WALTER C. WILSON
                                                        Walter  C. Wilson
                                                    Senior Vice President and
                                                     Chief Financial Officer
                                                  (Principal Financial Officer)




Date:   November 8, 1994                      By     /S/ BEN  B. BOYD
                                                        Ben   B. Boyd
                                                 Vice President and Controller
                                                 (Principal Accounting Officer)






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