ENRON OIL & GAS CO
10-Q, 1995-05-15
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Enron Oil & Gas Company
P. O. Box 1188
Houston, TX   7725101188

May 15, 1995



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 March 31, 1995

(  )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 April 30, 1995.


  Common  Stock, $.01 Par Value               159,971,837 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 March 31, 1995 and 1994    3

            Consolidated Balance Sheets - March 31, 1995
              and December 31, 1994                         4

            Consolidated Statements of Cash Flows -
              Three Months Ended March 31, 1995 and 1994    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             14






























<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
                                                              March 31,
                                                           1995     1994
<S>                                                     <C>       <C>

NET OPERATING REVENUES
 Natural Gas
   Associated Companies                                 $ 69,597  $ 75,008
   Trade                                                  46,602    62,278
 Crude Oil, Condensate and Natural Gas Liquids
   Associated Companies                                   15,596     7,525
   Trade                                                  14,086     5,955
 Gains on Sales of Reserves and Related Assets             5,605     6,001
    Other                                                  3,876     1,441
      Total                                              155,362   158,208

OPERATING EXPENSES
 Lease and Well                                           16,702    14,999
 Exploration                                              11,277     9,231
   Dry Hole                                                1,769     2,623
 Impairment of Unproved Oil and Gas Properties             7,079     4,196
 Depreciation, Depletion and Amortization                 53,118    64,840
 General and Administrative                               12,773    13,417
 Taxes Other Than Income                                   9,815     9,964
      Total                                              112,533   119,270

OPERATING INCOME                                          42,829    38,938

OTHER INCOME (EXPENSE)                                      (591)    2,303

INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES           42,238    41,241

INTEREST EXPENSE
 Incurred
   Affiliate                                                 389         -
   Other                                                   4,061     3,646
 Capitalized                                              (1,712)   (1,493)
   Net Interest Expense                                    2,738     2,153

INCOME BEFORE INCOME TAXES                                39,500    39,088
INCOME TAX PROVISION                                       9,875     8,830

NET INCOME                                              $ 29,625  $ 30,258

EARNINGS PER SHARE OF COMMON STOCK                      $    .19  $    .19

AVERAGE NUMBER OF COMMON SHARES                          159,972   159,840
</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>
                                                        March 31,   December 31,
                                                          1995          1994
                                                       (Unaudited)

                                ASSETS

<S>                                                     <C>          <C> 
CURRENT ASSETS
  Cash  and Cash Equivalents                            $    15,305   $   5,810
  Accounts Receivable
        Associated Companies                                 70,610      57,352
        Trade                                                75,642      68,781
  Inventories                                                16,054      15,731
  Other                                                      10,396       8,744
           Total                                            188,007     156,418
OIL AND GAS PROPERTIES(Successful  Efforts  Method)       3,181,921   3,015,435
Less:Accumulated Depreciation, Depletion and Amortization(1,454,072) (1,330,624)
        Net Oil and Gas Properties                        1,727,849   1,684,811
OTHER ASSETS                                                 75,542      20,638

TOTAL ASSETS                                             $1,991,398  $1,861,867



              LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts Payable
    Associated Companies                                $    12,045   $  13,353
        Trade                                                98,393     117,791
    Accrued Taxes Payable                                    17,074      17,631
    Dividends Payable                                         4,798       4,800
    Current Maturities of Long-Term Debt                      1,753       1,718
    Other                                                     8,978       9,308
        Total                                               143,041     164,601
LONG-TERM DEBT 
    Affiliate                                                25,000      25,000
    Other                                                   173,207     165,337
OTHER LIABILITIES                                            15,157      10,035
REDEEMABLE PREFERRED STOCK                                   19,000           -
DEFERRED INCOME TAXES                                       285,028     269,292
DEFERRED REVENUE                                            263,896     184,183
COMMITMENTS AND CONTINGENCIES (Note 8)
SHAREHOLDERS' EQUITY
 Common Stock, $.01 Par,160,000,000 Shares Authorized 
  and Issued                                                201,600     201,600
 Additional Paid In Capital                                 402,032     403,488
 Cumulative Foreign Currency Translation Adjustment         (14,861)    (15,298)
 Retained Earnings                                          478,637     453,810
 Common Stock Held in Treasury, 14,873 shares at 
  March 31, 1995 and 9,173 shares at December 31, 1994         (339)       (181)
     Total Shareholders' Equity                           1,067,069   1,043,419

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY               $1,991,398  $1,861,867
</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>
                                                            Three Months Ended
                                                                 March 31,
                                                               1995      1994
<S>                                                         <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Reconciliation of Net Income to Net Operating Cash Inflows:
 Net  Income                                                $  29,625  $ 30,258
 Items Not Requiring (Providing) Cash
 Depreciation, Depletion and Amortization                      53,118    64,840
 Impairment of Unproved Oil and Gas Properties                  7,079     4,196
 Deferred Income Taxes                                          4,801     3,714
 Other, Net                                                       322      (803)
 Exploration Expenses                                          11,277     9,231
 Dry Hole Expenses                                              1,769     2,623
 Gains on Sales of Reserves and Related Assets                 (5,605)   (6,001)
 Other, Net                                                      (364)     (150)
 Changes in Components of Working Capital
  and Other Liabilities
   Accounts Receivable                                         15,975     8,137
   Inventories                                                   (323)     (649)
   Accounts Payable                                           (20,706)  (16,675)
   Accrued Taxes Payable                                         (557)      365
   Other Liabilities                                            5,108     1,598
   Other, Net                                                  (1,982)   (5,680)
 Changes in Components of Working Capital Associated
    with   Investing  and  Financing  Activities               (2,973)    8,835
NET   OPERATING   CASH   INFLOWS                               96,564   103,839
INVESTING CASH FLOWS (Note 7)
   Additions  to  Oil  and  Gas  Properties                   (93,912)  (88,527)
   Exploration    Expenses                                    (11,277)   (9,231)
   Dry   Hole   Expenses                                       (1,769)   (2,623)
   Proceeds from Sales of Reserves and Related Assets          26,504     6,713
   Amortization   of   Deferred  Revenue                      (10,687)  (10,688)
   Changes in Components of Working Capital Associated
     with   Investing   Activities                              7,197    (8,835)
    Other,    Net                                                (502)   (1,362)
NET    INVESTING   CASH   OUTFLOWS                            (84,446) (114,553)
FINANCING CASH FLOWS (Note 7)
    Long-Term   Debt,  Other                                    8,300   (30,000)
    Dividends    Paid                                          (4,800)   (4,795)
    Treasury   Stock   Purchased                               (3,726)     (891)
    Proceeds  from  Sales  of Treasury  Stock                   1,827       480
    Changes in Components of Working Capital Associated
      with   Financing   Activities                            (4,224)        -
NET   FINANCING   CASH   OUTFLOWS                              (2,623)  (35,206)
INCREASE(DECREASE)   IN   CASH  AND  CASH  EQUIVALENTS          9,495   (45,920)
CASH   AND  CASH  EQUIVALENTS  AT  BEGINNING  OF  PERIOD        5,810   103,129
CASH  AND  CASH EQUIVALENTS AT END OF PERIOD                $  15,305  $ 57,209
</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  consolidated  financial statements and  the  notes  thereto
included  in  the Company's Annual Report on Form 10-K  for  the  year
ended December 31, 1994.

    Certain  reclassifications  have been  made  to  the  consolidated
financial   statements   for  1994  to  conform   with   the   current
presentation.

2.  Cash  and  Cash  Equivalents  at  March  31,  1995  includes  $4.7
million  advanced  to  Enron  Corp. under  a  promissory  note,  dated
January  1,  1993,  at  a  fixed  interest  rate  of  7%,  which  note
provides  for  the  investment of funds  temporarily  surplus  to  the
Company.    There  were  no  advances  outstanding  at  December   31,
1994.

3.  Income  Tax  Provision  for the three-month  periods  ended  March
31,  1995  and  1994 includes a tax benefit of $5.1 million  and  $8.1
million,  respectively,  related to  tight  gas  sand  federal  income
tax credit utilization.

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
                                                   March 31,
                                               1995    1994
    Wellhead Natural Gas Revenues
       Associated Companies (1)(2)          $ 44.6    $ 89.4
            Trade                             35.1      48.2
            Total                           $ 79.7    $137.6
    Other Natural Gas Marketing Activities
       Gross Revenues from:
         Associated Companies               $ 27.3    $ 44.6
         Trade (3)                            27.6      33.0
            Total                             54.9      77.6
       Associated Costs from:
         Associated Companies (1)(4)(5)     $ 27.9    $ 53.0
         Trade                                16.4      18.9
            Total                             44.3      71.9
            Net                               10.6       5.7
       Commodity Price Swap Gain(Loss)
         Trading (6)                        $ 11.3    $    -
         Non-Trading (7)                      14.6       (6.0)
           Total                              25.9       (6.0)
            Total                          $ 36.5      $  (.3)




<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
                                                   March 31,
                                               1995    1994
    Wellhead Crude Oil, Condensate and
      Natural Gas Liquid Revenues
       Associated Companies                 $ 15.2    $  7.1
             Trade                            14.1       6.0
             Total                          $ 29.3     $ 13.1

    Other Crude Oil and Condensate Marketing
     Activities
      Commodity Price Hedging Gain(7)       $   .4     $   .4



(1) Wellhead   Natural   Gas  Revenues  include  $18.9   million   and
    $39.5  million  for  the  three-month  periods  ended  March   31,
    1995  and  1994,  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  $3.8  million  and  $7.0  million  for  the  three-month
    periods   ended   March   31,   1995   and   1994,   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   $10.7  million  for  the  three-month   periods   ended
    March  31,  1995  and  1994 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  $6.7  million  and  $9.9  million  for  the  three-month
    periods   ended  March  31,  1995  and  1994,  respectively,   for
    volumes   delivered  under  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   associated   with   commodity   price    swap
    transactions    with    an   Enron   Corp.   affiliated    company
    designated  for  trading  purposes.   The  Company  has  no   open
    trading positions at March 31, 1995.
(7) Represents  gain  or  loss associated with  commodity  price  swap
    transactions  primarily  with  Enron  Corp.  affiliated  companies
    based  on  NYMEX-related  commodity  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.    In  March  1995, in a series of transactions  with  Enron  Corp.
and  an  affiliate of Enron Corp., the Company exchanged  all  of  its
fuel   supply   and   purchase  contracts  and  related   price   swap
agreements  associated  with  a  cogeneration  facility  (the   "Cogen
Contracts")  for  certain  natural  gas  price  swap  agreements    of
equivalent  value  issued  by  the  affiliate   that   are designated
as   hedges   (the   "Swap   Agreements").    Such   Swap Agreements 
were  closed  on March 31,  1995.   As  a  result  of  the transactions,
the  Company  has  been  relieved  of  all  performance obligations 
associated  with  the  Cogen  Contracts.   The   Company will realize
net  operating  revenues  and  receive  corresponding cash payments of
approximately  $91  million  during  the   period  extending  through 
December 31, 1999 under  the  terms  of  the  Swap Agreements.  The 
estimated fair value of  the  Swap  Agreements  was  approximately 
$81  million at March 31,  1995.   The  net  effect  of this series of
transactions  will  result  in  increases  in   net operating revenues
and  cash receipts for the  Company  during  1995 and    1996   of   
approximately   $13   million   and   $7   million, respectively, with
offsetting decreases  in  1998  and  1999  versus those  anticipated 
under  the  Cogen  Contracts.  The   total   cash payments  receivable
under  the  terms  of  the   Swap   Agreements,   approximately  $91 
million at March 31, 1995, are  presented  in  the  accompanying balance
sheet  as  Accounts  Receivable  -   Associated Companies  for  the 
$36 million current portion and  as  Other  Assets  for the  $55 
million  noncurrent portion.  The  corresponding  total future revenue
is classified as Deferred Revenue.

6.    In  March  1995,  a  subsidiary of  the  Company  issued  to  an
unrelated   third  party  19,000  shares  of  the  subsidiary's   non-
voting  redeemable  preferred  stock,  with  a  liquidation/redemption
value  of  $1,000  per  share and dividends payable  quarterly  at  an
annual  rate  of  $70.00 per share, in exchange for  certain  oil  and
gas  properties.   The  mandatory redemption  date  of  the  preferred
stock  is  March  31, 2005; however, both parties have  an  option  to
require  the  stock  to be redeemed at any time on  or  subsequent  to
March  31,  1997  for  633,333 shares of  Enron  Corp.  common  stock.
In  the  event  of a tax deconsolidation between Enron Corp.  and  the
Company,  the  third  party has the option to  redeem  the  redeemable
preferred  stock  for  950,000 shares  of  the  common  stock  of  the
Company   rather   than  for  the  Enron  Corp.  common   stock.    In
December  1994,  the Company acquired 349,387 shares  of  Enron  Corp.
common  stock  at a cost of approximately $10 million to  be  held  in
anticipation  of  the  possible future  exchange.   The  cost  of  the
Enron  Corp.  common  stock  is  included  in  Other  Assets  in   the
accompanying balance sheet.

7.    Gains  on  sales  of  certain oil and gas reserves  and  related
assets  in  the  amount  of  $5.6 million and  $6.0  million  for  the
three-month  periods  ended  March 31, 1995  and  1994,  respectively,
are  required  by  current accounting guidelines to  be  removed  from
Net   Income  in  connection  with  determining  Net  Operating   Cash
Inflows  while  the  related  proceeds  are  classified  as  Investing
Cash  Flows.   The  Company believes the proceeds from  the  sales  of
reserves  and  related assets should be considered  in  analyzing  the
elements  of  operating cash flows.  The current  federal  income  tax
impact  of  these  sales transactions was calculated  by  the  Company
to  be  $6.0  million  and  $1.3 million for the  three-month  periods
ended  March  31,  1995  and 1994, respectively,  which  entered  into
the   overall  calculation  of  current  federal  income   tax.    The
Company   believes  that  this  current  federal  income  tax   impact
should  also  be  considered in analyzing the  elements  of  the  cash
flow statement.

      Noncash  investing  and  financing  activities  for  the  three-
month  period  ended  March  31,  1995  include  the  issuance  by   a
subsidiary  of  the  Company  of redeemable  preferred  stock  with  a
liquidation/redemption   value  of  $19  million   in   exchange   for
certain  oil  and  gas properties (see Note 6).   An  approximate  $7
million  step-up  in  property basis was  made  relating  to  deferred
taxes  associated  with  the  difference  between  the  tax  and  book
bases  of  the  acquired  properties  as  required  by  Statement   of
Financial  Accounting  Standards No.  109  -  "Accounting  for  Income
Taxes" for a nontaxable business combination.




<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,  1994,  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.
The  trial,  which  was  most recently set  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.     In   March  1995,  the  Financial  Accounting  Standards  Board
issued  Statement  of  Financial  Accounting  Standards  No.   121   -
"Accounting  for  the Impairment of Long-Lived Assets  and  for  Long-
Lived  Assets  to  be  Disposed Of" (the  "Standard").   The  Standard
requires,  among  other  things, that long-lived  assets  and  certain
identifiable  intangibles  to  be  held  and  used  by  an  entity  be
reviewed    for   impairment   whenever   events   or    changes    in
circumstances  indicate  that the carrying  amount  of  an  asset  may
not   be   recoverable.   The  Company  is  required  to   adopt   the
Standard  no  later  than  the  first  quarter  of  1996.   While  the
Company  has  not  completed an evaluation of its total  portfolio  of
assets and cannot predict with certainty the effect of the adoption of
the Standard, based upon a preliminary evaluation it  does  not
anticipate that adoption of the  Standard  will have  a  materially
adverse  effect  on  the   financial condition or results of operations
of the Company.






















<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  period
ended  March  31,  1995  should  be  read  in  conjunction  with   the
consolidated   financial  statements  of   the   Company   and   Notes
thereto.

Results of Operations

Three Months Ended March 31, 1995
vs. Three Months Ended March 31, 1994

      In  the  first  quarter of 1995, Enron Oil &  Gas  Company  (the
"Company")  realized  net  income of $29.6  million  compared  to  net
income   of   $30.3  million  for  the  same  period  in  1994.    Net
operating  revenues  for  the  first  quarter  of  1995  were   $155.4
million  as  compared to $158.2 million for the  same  period  a  year
ago.

     Volume and price statistics are as follows:
                                                     1995     1994
     Wellhead Volumes
          Natural Gas (MMcf/d) (1) (3)                716    799
          Crude Oil and Condensate (MBbl/d) (1)      18.1   10.8
          Natural Gas Liquids (Mbbl/d)                2.5    0.7
     Wellhead Average Prices
          Natural Gas ($/Mcf) (2) (4)              $ 1.24 $ 1.91
          Crude Oil and Condensate ($/Bbl)(2)       16.40  12.83
          Natural Gas Liquids ($/Bbl)               11.79   8.37

       (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 for the  three-month  periods
             ended March  31,  1995  and   1994  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
             $.87/Mcf   and   $1.61/Mcf  for  the  three-month   periods
             ended  March  31,  1995  and  1994,  respectively,  for  the
             volumes  described  in  note  (3),  net  of   transportation
             costs.

      First  quarter  1995 average wellhead natural  gas  prices  were
down approximately  35% from the same period  in  1994  reducing  net
operating  revenues  by  approximately $44  million.   A  decrease  of
10%  in  wellhead  natural  gas volumes  from  the  first  quarter  of
1994  reduced  net  operating revenues by approximately  $14  million.
The   Company   voluntarily  curtailed  its  United  States   wellhead
natural  gas  delivered  volumes by an average  of  approximately  150
MMcf   per   day   during  February  and  March   of   1995   due   to
significantly  lower  United  States  wellhead  natural  gas   prices.
First   quarter  1995  wellhead  crude  oil  and  condensate   average
prices   increased  28%  adding  approximately  $6  million   to   net
operating  revenues  over the first quarter of 1994.   Crude  oil  and
condensate  wellhead  volumes increased 68%  adding  approximately  $8
million  to  net  operating revenues compared to  the  same  period  a
year  ago  primarily  reflecting  new  volumes  on  stream  in  India,
higher  volumes  in  Trinidad  and a 35%  increase  in  United  States
volumes.






<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  approximately $37 million to  net  operating  revenues
during  the  first  quarter  of  1995, an  increase  of  approximately
$37   million   from   the  same  period  in  1994.    This   increase
primarily  results  from  a  gain  of  $15  million  on  natural   gas
commodity    price   hedging   activities   utilizing    NYMEX-related
commodity  market  transactions in the first quarter  of  1995  versus
a  $6  million  loss  during  1994 and  increased  margins  associated
with   other   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  $.69  per  Mcf.    The   average
price  received  for  these  transactions  decreased  $.47  per   Mcf.
Related  other  natural  gas  marketing volumes  decreased  13%.   The
Company  realized  an $11 million gain in the first  quarter  of  1995
related   to   certain  NYMEX-related  commodity  market  transactions
with  an  Enron  Corp.  affiliated company that  were  designated  for
trading  purposes  in  late 1994.  All trading positions  were  closed
during the first quarter of 1995.

       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, were more  than  offset
by   reductions   in   revenues  associated  with  market   responsive
prices   for   wellhead  deliveries.  (See  Note  4  to   Consolidated
Financial Statements).

      In  the  first  quarter of 1995, the Company exchanged  existing
fuel   supply   and   purchase  contracts  and  related   price   swap
agreements  associated  with  a  cogeneration  facility  for   certain
natural  gas  price  swap  agreements of equivalent  value  issued  by
an   Enron   Corp.   affiliated  company.   As  a  result   of   these
transactions,  the  Company will realize increases  in  net  operating
revenues  of  approximately $13 million and $7  million  in  1995  and
1996,  respectively,  with  offsetting  decreases  in  1998  and  1999
versus   that   anticipated   under   the   original   contracts   and
agreements.    The  Company  did  not  realize  any   additional   net
operating  revenues  in  the  first quarter  of  1995  resulting  from
such exchange.

      During  the  first quarter of 1995, operating expenses  of  $113
million  were  $6  million  lower than the $119  million  incurred  in
the  first  quarter  of  1994.   Lease  and  well  expenses  increased
approximately  $2  million to $17 million primarily  due  to  expanded
international   operations.    Exploration   expenses   increased   $2
million  to  $11  million due to increased domestic  and  internationl
exploration  activities.   Lease impairments  of  $7  million  in  the
first  quarter  of 1995 were $3 million higher than  the  same  period
in   1994   primarily  due  to  impairments  associated  with  certain
offshore    leases.    Depreciation,   depletion   and    amortization
("DD&A")  expense  decreased $12 million  to  $53  million  reflecting
a  decrease  in  production  volumes and a  decrease  in  the  average
DD&A  rate  from  $.83  per  thousand cubic feet  equivalent  ("Mcfe")
in  the  first  quarter  of  1994  to  $.70  per  Mcfe  in  the  first
quarter   of   1995.   A  portion  of  the  DD&A  rate   decrease   is
attributable to increased production  from  international  operations,
with lower than average DD&A rates,  versus  that  for   North
American  operations.   The  remainder of the  decrease  is  primarily
due to an increase in the proportion of  North  American  production
coming from lower  cost fields,  the  disposition  of  higher cost
properties  and  increases in  reserve  estimates  resulting primariy
from  evolving production histories.




<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



      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  $.09  per  Mcfe,
averaging   $1.26   per  Mcfe  during  the  first  quarter   of   1995
compared  to  $1.35  per Mcfe during the same period  in  1994.   This
decrease   is   primarily  attributable  to  the  reduction   in   the
average DD&A rate as noted above.

      Income  tax  provision increased $1 million  for  first  quarter
of   1995   as   compared  to  the  same  period  in  1994   primarily
resulting  from  a  reduction  in  the  federal  income  tax  benefits
associated   with   tight  gas  sand  federal   income   tax   credits
utilized  in  the  first  quarter of 1995 as  compared  to  the  first
quarter of 1994.

       Federal   income   taxes  accrued  in   interim   periods   are
calculated  using  the  estimated annual  effective  income  tax  rate
method.

Capital Resources and Liquidity

       The   Company's  primary  sources  of  cash  during  the  three
months   ended   March   31,  1995  included  funds   generated   from
operations,   proceeds  from  the  sale  of  selected  oil   and   gas
reserves   and   related  assets  and  commercial  paper   borrowings.
Primary   cash   outflows   included   funds   used   in   operations,
exploration  and  development  expenditures,  dividends  paid  to  the
Company's    shareholders   and   repayment   of   commercial    paper
maturities.

       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, gains on sales  of  reserves  and
related   assets,   certain  other  miscellaneous  non-cash   amounts,
except  for  amortization  of deferred revenue,  and  exploration  and
dry  hole  expenses  and to include proceeds from  sales  of  reserves
and   related  assets.   The  Company  generated  discretionary   cash
flow  of  $129 million during the first three months of  1995,  a  12%
increase  over  the  $115 million generated for  the  same  period  in
1994,  primarily  reflecting an increase in  proceeds  from  sales  of
reserves   and   related  assets  partially  offset   by   lower   net
operating revenues.

      Net  operating  cash flows of $97 million for  the  first  three
months  of  1995  decreased  $7  million  as  compared  to  the   same
period  in  1994  primarily  due  to  lower  net  operating  revenues.
Based   upon  existing  economic  and  market  conditions,  management
believes   net   operating   cash   flow   and   available   financing
alternatives  in  1995 will be sufficient to fund  net  investing  and
other  cash  requirements  of the Company for  the  remainder  of  the
year.









<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



       Exploration   and   development   expenditures   totaled   $126
million  for  the  first three months of 1995 which  was  $26  million
higher  than  the  amount expended during the  same  period  in  1994,
reflecting   an   increasing   emphasis   on   certain   international
development  drilling  opportunities and  a  $19  million  acquisition
of   certain   properties  in  the  United  States,   which   property
acquisition  was  for  noncash consideration of  redeemable  preferred
stock  of  a  subsidiary of the Company.  An approximate  $7  million
noncash  step-up  in  property basis was  made  relating  to  deferred
taxes  associated  with  the  difference  between  the  tax  and  book
bases  of  the  acquired  properties.  (See  Note  6  to  Consolidated
Financial Statements).

     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.



































<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 March 31, 1995.















































<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:   May  12, 1995                           By   /S/ W. C. WILSON
                                                        W. C. Wilson
                                                  Senior Vice President and
                                                   Chief Financial Officer
                                                (Principal Financial Officer)




Date:   May  12,  1995                          By   /S/ BEN B. BOYD
                                                        Ben B. Boyd
                                                Vice President and Controller
                                                (Principal Accounting Officer)



































<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                          15,305
<SECURITIES>                                         0
<RECEIVABLES>                                  146,252
<ALLOWANCES>                                         0
<INVENTORY>                                     16,054
<CURRENT-ASSETS>                               188,007
<PP&E>                                       3,181,921
<DEPRECIATION>                             (1,454,072)
<TOTAL-ASSETS>                               1,991,398
<CURRENT-LIABILITIES>                          143,041
<BONDS>                                              0
<COMMON>                                       201,600
                                0
                                          0
<OTHER-SE>                                     865,469
<TOTAL-LIABILITY-AND-EQUITY>                 1,991,398
<SALES>                                        145,881
<TOTAL-REVENUES>                               155,362
<CGS>                                                0
<TOTAL-COSTS>                                  112,533
<OTHER-EXPENSES>                                   591
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,738
<INCOME-PRETAX>                                 39,500
<INCOME-TAX>                                     9,875
<INCOME-CONTINUING>                             29,625
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    29,625
<EPS-PRIMARY>                                      .19
<EPS-DILUTED>                                        0
        

</TABLE>


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