ENRON OIL & GAS CO
10-Q, 1996-11-08
CRUDE PETROLEUM & NATURAL GAS
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                           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, 1996

(  )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, 1996.


Common Stock, $.01 Par Value                159,799,870 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, 1996 and
             1995 and Nine Months Ended September 30, 1996
             and 1995                                                 3

           Consolidated Balance Sheets - September 30, 1996
             and December 31, 1995                                    4

           Consolidated Statements of Cash Flows -
              Nine Months Ended September 30, 1996 and  1995          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 1. Legal Proceedings                                      16

      ITEM 6. Exhibits  and  Reports  on  Form   8-K                 16


<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,
                                                      1996           1995       1996         1995
<S>                                                <C>            <C>         <C>          <C>
NET OPERATING REVENUES
   Natural Gas
     Associated Companies                          $ 52,060       $ 55,893    $134,699     $177,963
     Trade                                           84,127         58,992     264,178      154,052
   Crude Oil, Condensate and Natural Gas Liquids
     Associated Companies                             6,053         14,293      27,306       44,304
     Trade                                           25,863         17,982      75,546       46,038
     Gains on Sales of Reserves and Related Assets      813          3,268      20,334       62,546
   Other                                              1,266          2,578       4,258        7,439
                  Total                             170,182        153,006     526,321      492,342

OPERATING EXPENSES
   Lease and Well                                    18,003         19,309      56,733       52,918
   Exploration                                       13,503          9,636      36,910       31,590
   Dry Hole                                           4,427          1,681       9,517        8,586
   Impairment of Unproved Oil and Gas Properties      5,607          6,337      15,450       20,453
   Depreciation, Depletion and Amortization          59,421         56,172     181,707      157,875
   General and Administrative                        13,006         14,003      41,493       41,186
   Taxes Other Than Income                           10,036          7,943      32,692       25,606
                  Total                             124,003        115,081     374,502      338,214

OPERATING INCOME                                     46,179         37,925     151,819      154,128

OTHER EXPENSE, NET                                    1,445          1,033       1,968        1,143

INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES      44,734         36,892     149,851      152,985

INTEREST EXPENSE, NET                                 1,373          3,548       8,820        8,810

INCOME BEFORE INCOME TAXES                           43,361         33,344     141,031      144,175
INCOME TAX PROVISION                                 11,994            376      36,159       33,444

NET INCOME                                         $ 31,367       $ 32,968    $104,872     $110,731

EARNINGS PER SHARE OF COMMON STOCK                 $    .20       $    .21    $    .66     $    .69

AVERAGE NUMBER OF COMMON SHARES                     159,850        159,916     159,898      159,951
</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,
                                                    1996            1995
                                                (Unaudited)

<S>                                                                     <C>            <C>      
                                  ASSETS
CURRENT ASSETS
   Cash and Cash Equivalents                                            $     9,680    $   23,039
   Accounts Receivable
     Associated Companies                                                    49,043        60,777
     Trade                                                                  136,719       107,737
   Inventories                                                               19,379        11,697
   Other                                                                     16,775        14,582
             Total                                                          231,596       217,832
OIL AND GAS PROPERTIES (Successful Efforts Method)                        3,565,379     3,380,924
    Less:   Accumulated Depreciation, Depletion and Amortization         (1,606,709)   (1,499,379)
             Net Oil and Gas Properties                                   1,958,670     1,881,545
OTHER ASSETS                                                                 34,826        47,881

TOTAL ASSETS                                                            $ 2,225,092    $2,147,258



                   LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts Payable
     Associated Companies                                               $    12,379    $    12,902
     Trade                                                                  164,726        120,756
   Accrued Taxes Payable                                                     21,767         19,595
   Dividends Payable                                                          4,814          4,795
   Other                                                                     11,936         11,249
             Total                                                          215,622        169,297
LONG-TERM DEBT
   Affiliate                                                                 12,758        141,520
   Other                                                                    287,936        147,559
OTHER LIABILITIES                                                            13,921         11,629
DEFERRED INCOME TAXES                                                       305,178        308,141
DEFERRED REVENUE                                                            152,648        205,453
SHAREHOLDERS' EQUITY
   Common Stock, $.01 Par, 320,000,000 Shares Authorized and
   160,000,000 Shares Issued                                                201,600        201,600
   Additional Paid In Capital                                               389,192        399,379
   Unearned Compensation                                                     (6,354)             -
   Cumulative  Foreign Currency Translation Adjustment                      (10,443)       (10,747)
   Retained Earnings                                                        667,221        576,740
   Common Stock Held in Treasury, 150,160 shares at
      September 30, 1996 and 150,045 shares at December 31, 1995             (4,187)        (3,313)
             Total Shareholders' Equity                                   1,237,029      1,163,659

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                               $2,225,092     $2,147,258
</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,
                                                                    1996        1995
<S>                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Reconciliation of Net Income to Net Operating Cash Inflows:
   Net Income                                                   $  104,872   $ 110,731
   Items Not Requiring (Providing) Cash
    Depreciation, Depletion and Amortization                       181,707     157,875
    Impairment of Unproved Oil and Gas Properties                   15,450      20,453
    Deferred Income Taxes                                           (1,653)     15,586
    Other, Net                                                       3,682       3,968
   Exploration Expenses                                             36,910      31,590
   Dry Hole Expenses                                                 9,517       8,586
   Gains on Sales of Reserves and Related Assets                   (20,334)    (62,546)
   Other, Net                                                       (2,886)       (148)
   Changes in Components of Working Capital and Other Liabilities
     Accounts Receivable                                           (20,288)     (9,093)
     Inventories                                                    (7,682)      4,091
     Accounts Payable                                               43,447     (12,076)
     Accrued Taxes Payable                                           2,172       5,773
     Other Liabilities                                               2,874       2,842
     Other, Net                                                        387      (1,848)
   Amortization of Deferred Revenue                                (32,538)    (32,418)
   Changes in Components of Working Capital Associated with
     Investing Activities                                          (31,052)    (14,156)
NET OPERATING CASH INFLOWS                                         284,586     229,210
INVESTING CASH FLOWS
   Additions to Oil and Gas Properties                            (320,077)   (345,351)
   Exploration Expenses                                            (36,910)    (31,590)
   Dry Hole Expenses                                                (9,517)     (8,586)
   Proceeds  from  Sales of Reserves and Related Assets (Note  5)   62,837     100,659
   Changes in Components of Working Capital Associated with
     Investing Activities                                           28,816      12,338
   Other, Net                                                       (5,930)     (9,106)
NET INVESTING CASH OUTFLOWS                                       (280,781)   (281,636)
FINANCING CASH FLOWS
   Long-Term Debt
      Affiliate                                                   (128,762)     (8,680)
      Other                                                        141,880      83,300
   Dividends Paid                                                  (14,372)    (14,397)
   Treasury Stock Purchased                                        (32,973)    (13,231)
   Proceeds from Sales of Treasury Stock                            14,827       6,262
   Changes in Components of Working Capital Associated with
     Financing Activities                                            2,236       1,818
NET FINANCING CASH INFLOWS(OUTFLOWS)                               (17,164)     55,072
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   (13,359)      2,646
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                    23,039       5,810
CASH AND CASH EQUIVALENTS AT END OF PERIOD                       $   9,680   $   8,456
</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, 1995.

    The  preparation of financial statements in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  date of the financial  statements  and  the
reported  amounts  of revenue and expenses during  the  reporting
period.  Actual results could differ from those estimates.

    Certain  reclassifications have been  made  to  prior  period
financial statements to conform with the current presentation.

2. Net interest expense includes $0.4 million, $0.1 million, $1.5
million  and  $0.6  million  for the three-month  and  nine-month
periods   ended   September  30,  1996  and  1995,  respectively,
associated with financing obtained from affiliated companies.

3.  Income  tax  provision  for the  three-month  and  nine-month
periods  ended September 30, 1996 and 1995 includes tax  benefits
of  $6.0  million, $3.1 million, $12.2 million and $15.8 million,
respectively, related to tight gas sand federal income tax credit
utilization.   Income  tax provision for  the  nine-month  period
ended  September  30,  1996 also includes  an  $8.5  million  tax
benefit primarily associated with a reassessment of deferred  tax
requirements and the successful resolution on audit  of  Canadian
income  taxes for certain prior years.  Income tax provision  for
the  three-month and nine-month periods ended September 30,  1995
includes   a   $10.0   million  and  a  $12.0  million   benefit,
respectively, associated with the successful resolution on  audit
of federal income taxes for certain prior years.

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,
                                    1996           1995      1996        1995
Wellhead Natural Gas Revenues
   Associated Companies (1)(2)    $ 44.7         $ 36.4    $150.6      $120.2
   Trade                            69.5           48.5     211.1       121.9
           Total                  $114.2         $ 84.9    $361.7      $242.1
Other Natural Gas Marketing Activities
   Gross Revenues from:
     Associated Companies         $ 26.4         $ 16.8    $ 62.6      $ 60.4
     Trade (3)                      31.1           23.5     103.7        74.9
           Total                    57.5           40.3    $166.3       135.3
   Associated Cost from:
     Associated Companies (1)(4)    35.8           17.4      94.4        64.5
     Trade                          16.6           13.1      50.8        43.3
           Total                    52.4           30.5     145.2       107.8
           Net                       5.1            9.8      21.1        27.5
   Commodity Price Swap Gain(Loss)
     Trading (5)                       -              -      (1.2)       11.3
     Non-Trading (6)                16.9           20.2      17.3        51.1
        Total                       16.9           20.2      16.1        62.4
           Total                  $ 22.0         $ 30.0    $ 37.2      $ 89.9


<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,
                                           1996         1995   1996        1995
Wellhead Crude Oil, Condensate and
  Natural Gas Liquid Revenues
   Associated Companies                   $  9.9      $ 13.2  $ 35.1     $ 43.4
   Trade                                    25.9        18.0    75.6       46.0
           Total                          $ 35.8      $ 31.2  $110.7     $ 89.4

Other Crude Oil and Condensate Marketing
  Activities
   Commodity Price Hedging Gain(Loss)(6)  $  (3.9)    $  1.1  $ (7.8)    $  0.9

(1)   Wellhead Natural Gas Revenues include $24.7 million,  $17.0
   million, $82.2 million and $55.0 million for the three-month and
   nine-month  periods  ended  September  30,  1996   and   1995,
   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 $4.0 million, $2.8 million, $11.4 million and $10.0
million for the three-month and nine-month periods ended
September 30, 1996 and 1995, 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, $10.9 million, $32.5 million and
$32.4 million for the three-month and nine-month periods ended
September 30, 1996 and 1995 associated with the amortization of
deferred revenues under the terms of a volumetric production
payment agreement effective October 1, 1992, as amended.
(4)  Includes $8.5 million, $6.3 million, $24.6 million and $19.8
million for the three-month and nine-month periods ended
September 30, 1996 and 1995, respectively, for volumes delivered
under the terms of a volumetric production payment agreement
effective October 1, 1992, as amended, including equivalent
wellhead value, any applicable transportation costs and location
differentials.
(5)  The nine-month period ended September 30, 1996 includes a
$1.2 million loss associated with certain call option
transactions.  The comparable period in 1995 includes an $11.3
million gain associated with certain NYMEX-related commodity
market transactions designated for trading purposes.  In May
1996, the Company restructured an option covering notional
volumes of 73 trillion British thermal units ("TBtu") for each of
the years 1997 and 1998 into four options each exercisable, in
total, at one time by the counterparty before December 31, 1996,
1997, 1998 and 1999, respectively, to purchase natural gas at an
average fixed price of $1.98, $1.98, $1.93 and $1.93 per million
British thermal units ("MMBtu") for the years 1997, 1998, 1999
and 2000, respectively.  The options each cover notional volumes
of 37 TBtu for each of the years.  The 1997 and 1998 options were
subsequently restructured to be exercisable monthly
at a price of $2.16 and $2.07 per MMBtu, respectively.  These
options cover notional volumes averaging 3 TBtu per month during
1997 and 1998.  During 1996, the Company entered into price swap
agreements which fix the cost to purchase 37 TBtu and 18 TBtu of 
natural gas at an average fixed price of $2.01 and $2.05 per MMBtu 
for 1997 and 1998, respectively.


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


(6)Represents   gains  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 were originally entered into as price hedges  for
   a portion of wellhead sales.

5.    Gains on sales of certain oil and gas reserves and  related
assets  in the amount of $20.3 million and $62.5 million for  the
nine-month   periods   ended  September  30,   1996   and   1995,
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.

6.    In  June 1996, the Company cancelled an existing  revolving
credit  agreement  and  replaced it with a new  revolving  credit
agreement  entered  into  with  a group  of  banks  (the  "Credit
Agreement").    The  Credit  Agreement  provides  for   aggregate
borrowings  of up to $200 million, with provisions for increases,
at  the option of the Company, but subject to lender approval, up
to  $600  million.   The  facility  matures  on  June  28,  2001.
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.  There were no advances outstanding  under  the
Credit Agreement at September 30, 1996.

      In October 1996, the Company was advanced $30 million under
a credit agreement with a financial institution.  Such advance is
due  October 1999 and bears interest at a variable rate based  on
the London Interbank Offered Rate.

7.    In the first quarter of 1996, the Company adopted Statement
of  Financial Accounting Standards No. 121 - "Accounting for  the
Impairment of Long-Lived Assets and for Long-Lived Assets  to  be
Disposed Of" which resulted in a non-cash impairment charge which
was  immaterial to and is included in depreciation, depletion and
amortization.

8.    In  January  1996, 301,500 shares of common  stock  of  the
Company were granted to certain officers and key employees of the
Company  under  the Enron Oil & Gas Company 1992 Stock  Plan,  as
amended,  and  the Amended and Restated Enron Oil &  Gas  Company
1994 Stock Plan.  Such shares are restricted and vest, subject to
continued employment and certain net income performance goals, on
the anniversary date of grant which could begin as early as 1998,
but  in any event no later than January 2002.  The fair value  of
the   shares   at  the  date  of  grant  has  been  recorded   in
shareholders'  equity  as  unearned  compensation  and  is  being
amortized as compensation expense.

9.    As reported in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, the Company has been named as a
potentially    responsible   party   in   certain   Comprehensive
Environmental    Response   Compensation   and   Liability    Act
proceedings.   However,  management does  not  believe  that  any
potential  assessments  resulting  from  such  proceedings   will
individually or in the aggregate have a materially adverse effect
on  the  financial  condition or results  of  operations  of  the
Company.

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


10.   On May 7, 1996, the shareholders of the Company approved  a
resolution  submitted  by the Board of  Directors  to  amend  the
Restated  Certificate of Incorporation of the Company to increase
the  total number of authorized shares of the common stock of the
Company from 160 million to 320 million shares.

11.   In  August  1996,  the Company filed a  shelf  registration
statement for the offer and sale from time to time of up to  $150
million  of  Company debt securities and/or common  stock.   Such
registration  statement was declared effective by the  Securities
and  Exchange  Commission on September 12, 1996.   When  combined
with a previously filed registration statement declared effective
in  September 1991, such registration statements provide for the
offer  and sale from time to time of Company debt securities  and
common  stock by the Company, and Company common stock  by  Enron
Corp.  as a selling shareholder, in an  aggregate amount up to $400 million.
As of November 8, 1996, the Company had sold no securities, and
Enron Corp. had sold  no shares  of  Company  common stock pursuant to 
such  registration statements.

12.  Effective October 1, 1996, the Company acquired all
of  the  South  Texas Lobo Trend properties of  Amoco  Production
Company   ("Amoco").   The  acquisition  also  includes   Amoco's
producing  properties in Atascosa and Kleberg counties  in  South
Texas.  Net production from the properties as of October 1,  1996
was  25  million  cubic feet equivalent per day of  natural  gas.



<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, 1996 and 1995 should be read in
conjunction  with  the consolidated financial statements  of  the
Company and Notes thereto.

Results of Operations

Three Months Ended September 30, 1996
vs. Three Months Ended September 30, 1995

      In  the third quarter of 1996, Enron Oil & Gas Company (the
"Company") realized net income of $31.4 million compared  to  net
income  of  $33.0  million for the third quarter  of  1995.   Net
operating  revenues  for the third quarter of  1996  were  $170.2
million  as  compared to $153.0 million for the third quarter  of
1995.

     Wellhead volume and price statistics are as follows:
                                                    1996   1995
     Natural Gas Volumes (MMcf/d)(1) 
          North America (2)                          670    657
          Trinidad                                   104    112
            Total                                    774    769
     Average Natural Gas Prices ($/Mcf)(3)
          North America (4)                       $ 1.70 $ 1.24
          Trinidad                                  1.00   0.97
            Composite                               1.60   1.20
     Crude Oil/Condensate Volumes (MBbl/d)(1)
          North America                             10.8   12.0
          Trinidad                                   4.5    5.9
          India                                      2.4    2.3
            Total                                   17.7   20.2
     Average Crude Oil/Condensate Prices ($/Bbl)(3)
          North America                           $21.29 $16.57
          Trinidad                                 19.73  15.76
          India                                    19.60  16.10
            Composite                              20.67  16.28

       (1)   Million  cubic feet per day or thousand barrels  per
       day, as applicable.
       (2)   Includes 48 MMcf per day for the three-month periods
       ended  September  30, 1996 and  1995 delivered  under  the
       terms   of   a  volumetric  production  payment  agreement
       effective October 1, 1992, as amended.
       (3)   Dollars  per thousand cubic feet or per  barrel,  as
       applicable.
       (4)   Includes  an  average equivalent wellhead  value  of
       $.91/Mcf  and  $.62/Mcf for the       three-month  periods
       ended  September 30, 1996 and 1995, respectively, for  the
       volumes  described  in  note (2),  net  of  transportation
       costs.

      Third quarter 1996 average wellhead natural gas prices were
up   approximately  33%  from  the  comparable  period  in   1995
increasing  net operating revenues by approximately $29  million.
Third  quarter  1996  wellhead crude oil and  condensate  average
prices   were  up  27%  increasing  net  operating  revenues   by
approximately  $7  million  from  the  third  quarter  of   1995.
Wellhead  crude oil and condensate volumes decreased 12% reducing
net  operating revenues by approximately $4 million  compared  to
the  third quarter of 1995 reflecting a 24% reduction in Trinidad
volumes primarily attributed to Ibis Field crude oil production.


<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, NYMEX-related natural gas and crude oil
price  swap  transactions and margins related to  the  volumetric
production payment increased net operating revenue by $18 million
during the third quarter of 1996, a decrease of approximately $13
million  from  the comparable period in 1995.  This  decrease  is
partially  attributable  to a $4 million  loss  on  NYMEX-related
crude  oil price swap transactions in the third quarter  of  1996
compared  to a gain of $1 million in the third quarter  of  1995.
Gains on natural gas commodity price hedging activities utilizing
NYMEX-related commodity market transactions of $17 million in the
third quarter of 1996 were approximately $3 million less than the
comparable  period a year ago.  An increase in  other  natural
gas  marketing volumes and a decrease in margins associated  with
sales  and  purchases  of natural gas and certain production
exchange agreements   reduced  net   operating   revenues   by
approximately $5 million compared to the third quarter of 1995.

      During  the third quarter of 1996, operating expenses  were
approximately  $9  million higher than in the  third  quarter  of
1995.   Exploration expenses increased approximately  $4  million
and   dry   hole  expenses  increased  approximately  $3  million
primarily  due  to  increased  exploratory  drilling  activities.
Depreciation,   depletion  and  amortization   ("DD&A")   expense
increased  approximately  $3 million  to  $59  million  primarily
reflecting  a  slight increase in the average DD&A  rate.   Third
quarter  1996 taxes other than income increased approximately  $2
million  over the comparable period in 1995 primarily  reflecting
lower  applicable  exploration cost deductions  in  Trinidad  and
higher  taxable  United  States  revenue  resulting  from  higher
average prices.

      The  per unit operating costs of the Company for lease  and
well,  DD&A,  general and administrative, interest  expense,  and
taxes  other than income averaged $1.24 per thousand  cubic  feet
equivalent ("Mcfe") during the third quarter of 1996 compared  to
$1.23 per Mcfe during the third quarter of 1995.

      Income  tax provision increased $12 million for  the  third
quarter  of 1996 as compared to the same period in 1995 primarily
due  to a $10 million benefit recognized in the third quarter  of
1995  associated with the settlement on audit of taxes for  prior
years.

       Federal  income  taxes  accrued  in  interim  periods  are
calculated 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, 1996
vs. Nine Months Ended September 30, 1995

      In  the first nine months of 1996, the Company realized net
income of $104.9 million compared to net income of $110.7 million
for  the  comparable period in 1995.  Net operating revenues  for
the first nine months of 1996 were $526.3 million as compared  to
$492.3 million for the comparable period a year ago.

     Wellhead volume and price statistics are as follows:
                                               1996   1995
     Natural Gas Volumes (MMcf/d)
          North America (1)                     695    609
          Trinidad                              126    110
            Total                               821    719
     Average Natural Gas Prices ($/Mcf)
          North America (2)                  $ 1.72 $ 1.28
          Trinidad                             1.00   0.97
            Total Composite                    1.61   1.23
     Crude Oil/Condensate Volumes (MBbl/d)
          North America                        11.0   11.5
          Trinidad                              5.6    4.8
          India                                 2.8    2.3
            Total                              19.4   18.6
     Average Crude Oil/Condensate Prices ($/Bbl)
          North America                      $20.09 $17.01
          Trinidad                            18.95  16.16
          India                               19.09  16.82
            Total Composite                   19.62  16.77

       (1)   Includes 48 MMcf per day for the nine-month  periods
       ended  September  30, 1996 and  1995 delivered  under  the
       terms   of   a  volumetric  production  payment  agreement
       effective October 1, 1992, as amended.
       (2)   Includes  an  average equivalent wellhead  value  of
       $.86/Mcf  and  $.76/Mcf  for the       nine-month  periods
       ended  September 30, 1996 and 1995, respectively, for  the
       volumes  described  in  note (1),  net  of  transportation
       costs.

      Average  wellhead  natural gas prices for  the  first  nine
months  of  1996  were up approximately 31% from  the  comparable
period in 1995 increasing net operating revenues by approximately
$84 million.  A 14% increase in wellhead natural gas volumes from
the  first  nine months of 1995 added net operating  revenues  of
approximately  $36  million.   The  increase  in  North   America
wellhead  natural  gas  volumes  was  primarily  the  result   of
eliminating  voluntary curtailments in the United  States  during
1996  due  to significant increases realized in average  wellhead
natural gas prices over the prices realized during the comparable
period in 1995.  Wellhead crude oil and condensate average prices
increased  17% adding approximately $15 million to net  operating
revenues  over  the  first nine months of 1995.   Crude  oil  and
condensate  wellhead  volumes increased 4%  from  the  comparable
period  a  year  ago  adding  approximately  $4  million  to  net
operating revenues.


<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, NYMEX-related natural gas and crude oil
price  swap  transactions, and margins related to the  volumetric
production  payment  increased  net  operating  revenues  by  $29
million  during  the  first nine months of 1996,  a  decrease  of
approximately  $61 million from the comparable  period  in  1995.
This  decrease  primarily results from a gain of  $17  millon  on
natural  gas commodity price hedging activities utilizing  NYMEX-
related commodity market transactions in the first nine months of
1996  compared  to a $51 million gain on similar transactions  in
the  first nine months of 1995.  The Company also incurred  a  $1
million  loss  related to call option transactions in  the  first
nine  months of 1996 compared to an $11 million gain in the first
nine  months  of 1995 related to certain natural gas  price  swap
transactions  with  an Enron Corp. affiliated company  designated
for   trading  purposes.   The  margin  associated  with  certain
production  exchange agreements was approximately $8 million which 
is $5 million less  than  the comparable period in 1995 due to 
higher costs of  gas  delivered under the terms of the exchange
agreement.  Additionally,  the Company incurred an $8 million loss 
on its NYMEX-related  crude oil price swap transactions in the first 
nine months of 1996 compared to a $1 million gain in the first nine 
months of 1995.

      During  the  first nine months of 1996, operating  expenses
were  $36  million  higher than the comparable  period  in  1995.
Lease and well expenses increased approximately $4 million to $57
million  primarily  due to continually expanding  operations  and
increases  in production activity.  Exploration expense increased
approximately  $5  million  to  $37  million  primarily  due   to
increased   exploratory  drilling  activities.    Impairment   of
unproved oil and gas properties for the first nine months of 1996
decreased  $5  million  from the comparable  period  a  year  ago
reflecting  lower impairment in 1996 of unproved properties  with
individually   significant  acquisition  costs.    DD&A   expense
increased  $24  million  to  $182  million  primarily  reflecting
increased  production volumes.  Taxes other than income  were  $7
million higher in the first nine months of 1996 compared  to  the
first nine months of 1995 primarily due to higher state severance
taxes  associated with higher taxable wellhead revenues resulting
from  higher United States volumes and average prices  and  lower
applicable exploration cost deductions in Trinidad in 1996.

      The Company reduced its total per unit operating costs  for
lease  and  well,  DD&A,  general  and  administrative,  interest
expense,  and taxes other than income by $.02 per Mcfe, averaging
$1.23  per Mcfe during the first nine months of 1996 compared  to
$1.25  per  Mcfe  during  the comparable  period  in  1995.   The
reduction  primarily reflects a decrease in per unit general  and
administrative  expense.   Total per unit  operating  costs  were
beneficially  impacted  by the higher daily  rate  of  production
during the first nine months of 1996.

     Income Tax provision increased $3 million for the first nine
months  of  1996  as compared to the first nine  months  of  1995
primarily as a result of lower benefits associated with tight gas
sands federal income tax credits.

       Federal  income  taxes  accrued  in  interim  periods  are
calculated 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

Capital Resources and Liquidity

     The Company's primary sources of cash during the nine months
ended   September   30,  1996  included  funds   generated   from
operations,  proceeds  from the sales of  selected  oil  and  gas
reserves  and  related assets, proceeds from new  borrowings  and
proceeds from the sales of treasury stock in conjunction with the
exercise of stock options.  Primary cash outflows included  funds
used  in  operations,  exploration and development  expenditures,
common  stock repurchases, dividends paid to Company shareholders
and the repayment of debt.

      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  $390  million  during the first nine  months  of  1996,
compared  to $387 million generated for the comparable period  in
1995.

      Net operating cash flows of $285 million for the first nine
months of 1996 increased approximately $55 million as compared to
the  first nine months of 1995 primarily due to higher production
related  net  operating revenues net of cash  operating  expenses
partially  offset by higher current federal income taxes.   Based
upon existing economic and market conditions, management believes
net  operating cash flow and available financing alternatives  in
1996  will  be  sufficient to fund net investing and  other  cash
requirements of the Company for the remainder of the year.

      Exploration and development expenditures for the first nine
months of 1996 and 1995 are as follows (in millions):
                                               1996    1995
          North America                      $  291 $  343
          Outside North America
           Trinidad                               5     32
           India                                 53     14
           Other                                 18     16
             Total                           $  367 $  405

      Exploration and development expenditures for the first nine
months  of  1996 were lower than expenditures in the  first  nine
months of 1995 primarily due to acquisitions in North America  in
1995  with  no significant acquisitions completed in 1996  and  a
large  developmental  drilling program in Trinidad  completed  in
1995  partially  offset by increases in North America  and  India
development expenditures.

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


Information Regarding Forward Looking Statements

    This  Quarterly Report on Form 10-Q includes forward  looking
statements  within the meaning of Section 27A of  the  Securities
Act  of  1933 and Section 21E of the Securities Exchange  Act  of
1934.   Although  the Company believes that its expectations  are
based  on  reasonable assumptions, it can give no assurance  that
such expectations will be achieved.  Important factors that could
cause  actual  results to differ materially  from  those  in  the
forward  looking statements herein include, but are  not  limited
to,  the  timing  and extent of changes in commodity  prices  for
crude  oil, natural gas and related products and interest  rates,
the  extent  of the Company's success in acquiring  oil  and  gas
properties and in discovering, developing and producing reserves,
political  developments around the world and  conditions  of  the
capital  and  equity markets during the periods  covered  by  the
forward looking statements.


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



ITEM 1.   Legal Proceedings

      See  Part  I,  Item  1,  Note 9 to  Consolidated  Financial
Statements which is incorporated herein by reference.


ITEM 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits

           Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges

     (b)  Reports on Form 8-K - There were no reports on Form 8-K
filed for the quarterly period ended September 30, 1996.



<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, 1996                    By      /S/ W.  C. WILSON
                                                        W. C. Wilson
                                                  Senior Vice President and
                                                  Chief Financial Officer
                                                 (Principal Financial Officer)




Date:  November 8, 1996                    By      /S/ BEN B. BOYD
                                                         Ben B. Boyd
                                                  Vice President and Controller
                                                 (Principal Accounting Officer)



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                           9,680
<SECURITIES>                                         0
<RECEIVABLES>                                  185,762
<ALLOWANCES>                                         0
<INVENTORY>                                     19,379
<CURRENT-ASSETS>                               231,596
<PP&E>                                       3,565,379
<DEPRECIATION>                             (1,606,709)
<TOTAL-ASSETS>                               2,225,092
<CURRENT-LIABILITIES>                          215,622
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       201,600
<OTHER-SE>                                   1,035,429
<TOTAL-LIABILITY-AND-EQUITY>                 2,225,092
<SALES>                                        501,729
<TOTAL-REVENUES>                               526,321
<CGS>                                                0
<TOTAL-COSTS>                                  374,502
<OTHER-EXPENSES>                                 1,968
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               8,820
<INCOME-PRETAX>                                141,031
<INCOME-TAX>                                    36,159
<INCOME-CONTINUING>                            104,872
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   104,872
<EPS-PRIMARY>                                      .66
<EPS-DILUTED>                                      .00
        

</TABLE>

                                                                 Exhibit 12

                          Enron Oil & Gas Company
             Computation of Ratio of Earnings to Fixed Charges
                              (In Thousands)
                                (Unaudited)
<TABLE>
<CAPTION>
                                     Nine Months
                                        Ended               Year Ended December 31
                                       9/30/96     1995       1994        1993      1992      1991
<S>                                   <C>       <C>        <C>        <C>        <C>         <C>
Earnings Available for Fixed Charges:
  Net Income                          $104,872  $ 142,118  $ 147,998  $ 138,025  $ 97,580    $ 47,916
  Less:
     Capitalized Interest Expense       (6,188)    (6,490)    (6,124)    (5,457)   (3,580)     (4,482)
  Add:
     Fixed Charges                      15,008     18,414     14,613     15,378    25,869      33,982
     Income Tax Provision(Benefit)      36,159     41,936      5,937    (25,752)  (17,736)     (2,247)

        Earnings  Available           $149,851  $ 195,978  $ 162,424  $ 122,194  $102,133   $  75,169



Fixed Charges:
   Interest Expense                      8,439     11,310      8,135      9,921    22,289      29,500
   Capitalized Interest                  6,188      6,490      6,124      5,457     3,580       4,482
  Rental Expense Representative of
       Interest  Factor                    381        614        354          -         -           -

       Total Fixed Charges             $15,008   $ 18,414   $ 14,613   $ 15,378  $ 25,869    $ 33,982


Ratio of Earnings to Fixed Charges        9.98      10.64      11.12       7.95      3.95        2.21
</TABLE>



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