ENRON OIL & GAS CO
10-Q, 1996-08-12
CRUDE PETROLEUM & NATURAL GAS
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<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 June 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 July 31, 1996.


Common Stock, $.01 Par Value             159,849,840 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 June 30, 1996 and 1995 and
             Six  Months  Ended  June  30,  1996  and  1995           3

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

           Consolidated Statements of Cash Flows -
              Six  Months  Ended  June  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           9

PART II.  OTHER INFORMATION

       ITEM   6.      Exhibits  and  Reports  on  Form   8-K         15




<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>
                                                    Three Months Ended       Six  Months Ended
                                                        June  30,                June 30,
                                                     1996        1995        1996        1995
<S>                                                <C>         <C>         <C>        <C>

NET OPERATING REVENUES
  Natural Gas
   Associated Companies                            $ 54,507    $ 52,473    $ 82,639   $122,070
   Trade                                             89,556      48,458     180,051     95,060
  Crude Oil, Condensate and Natural Gas Liquids
   Associated Companies                               8,627      14,415      21,253     30,011
   Trade                                             25,459      13,970      49,683     28,056
  Gains on Sales of Reserves and Related Assets      17,661      53,673      19,521     59,278
  Other                                               1,303         985       2,992      4,861
             Total                                  197,113     183,974     356,139    339,336

OPERATING EXPENSES
  Lease and Well                                     19,974      16,907      38,730     33,609
  Exploration                                        11,489      10,677      23,407     21,954
  Dry Hole                                            2,579       5,136       5,090      6,905
  Impairment  of  Unproved  Oil  and Gas Properties   4,980       7,037       9,843     14,116
  Depreciation, Depletion and Amortization           58,965      48,585     122,286    101,703
  General and Administrative                         14,298      14,410      28,487     27,183
  Taxes Other Than Income                            11,185       7,848      22,656     17,663
             Total                                  123,470     110,600     250,499    223,133

OPERATING INCOME                                     73,643      73,374     105,640    116,203

OTHER EXPENSE, NET                                       (8)        481        (523)      (110)

INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES      73,635      73,855     105,117    116,093

INTEREST EXPENSE
 Incurred
   Affiliate                                            554          99       1,140        488
   Other                                              4,123       4,107       9,054      8,168
 Capitalized                                         (1,374)     (1,682)     (2,747)    (3,394)
   Net Interest Expense                               3,303       2,524       7,447      5,262

INCOME BEFORE INCOME TAXES                           70,332      71,331      97,670    110,831
INCOME TAX PROVISION                                 22,750      23,193      24,165     33,068

NET INCOME                                         $ 47,582    $ 48,138    $ 73,505   $ 77,763

EARNINGS PER SHARE OF COMMON STOCK                 $    .30    $    .30    $    .46   $    .49

AVERAGE NUMBER OF COMMON SHARES                     159,910     159,965     159,922    159,968
</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>
                                                                    June 30,    December 31,
                                                                      1996        1995
                                                                   (Unaudited)
<S>                                                                 <C>         <C> 

                                  ASSETS
CURRENT ASSETS
   Cash and Cash Equivalents                                        $  38,062   $   23,039
   Accounts Receivable
     Associated Companies                                              65,172       60,777
     Trade                                                            128,412      107,737
   Inventories                                                         15,760       11,697
   Other                                                               20,158       14,582
             Total                                                    267,564      217,832
OIL AND GAS PROPERTIES (Successful Efforts Method)                  3,429,437    3,380,924
  Less: Accumulated Depreciation, Depletion and Amortization       (1,547,671)  (1,499,379)
             Net Oil and Gas Properties                             1,881,766    1,881,545
OTHER ASSETS                                                           40,738       47,881

TOTAL ASSETS                                                       $2,190,068   $2,147,258



                   LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts Payable
     Associated Companies                                          $   13,657   $   12,902
     Trade                                                            135,535      120,756
   Accrued Taxes Payable                                               16,058       19,595
   Dividends Payable                                                    4,806        4,795
   Other                                                               11,095       11,249
             Total                                                    181,151      169,297
LONG-TERM DEBT
   Affiliate                                                           28,000      141,520
   Other                                                              260,563      147,559
OTHER LIABILITIES                                                      14,533       11,629
DEFERRED INCOME TAXES                                                 312,001      308,141
DEFERRED REVENUE                                                      179,594      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                                         391,777      399,379
   Unearned Compensation                                               (6,628)           -
    Cumulative  Foreign Currency Translation Adjustment               (10,712)     (10,747)
   Retained Earnings                                                  640,649      576,740
   Common Stock Held in Treasury, 90,160 shares at June 30, 1996
     and 150,045 shares at December 31, 1995                           (2,460)      (3,313)
             Total Shareholders' Equity                             1,214,226    1,163,659

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $2,190,068   $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>
                                                                 Six Months Ended
                                                                     June 30,
                                                                  1996      1995
<S>                                                            <C>        <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Reconciliation of Net Income to Net Operating Cash Inflows:
   Net Income                                                  $  73,505  $ 77,763
   Items Not Requiring (Providing) Cash
    Depreciation, Depletion and Amortization                     122,286   101,703
    Impairment of Unproved Oil and Gas Properties                  9,843    14,116
    Deferred Income Taxes                                          4,814    25,832
    Other, Net                                                       761     2,156
   Exploration Expenses                                           23,407    21,954
   Dry Hole Expenses                                               5,090     6,905
   Gains on Sales of Reserves and Related Assets                 (19,521)  (59,278)
   Other, Net                                                     (2,693)     (142)
   Changes in Components of Working Capital and Other Liabilities
     Accounts Receivable                                         (16,165)    2,675
     Inventories                                                  (4,063)      315
     Accounts Payable                                             15,534   (30,079)
     Accrued Taxes Payable                                        (3,537)    2,356
     Other Liabilities                                             3,809       759
     Other, Net                                                   (3,016)   (2,139)
   Amortization of Deferred Revenue                              (21,613)  (21,494)
   Changes in Components of Working Capital Associated with
     Investing Activities                                         (4,093)    4,665
NET OPERATING CASH INFLOWS                                       184,348   148,067
INVESTING CASH FLOWS
   Additions to Oil and Gas Properties                          (177,425) (206,039)
   Exploration Expenses                                          (23,407)  (21,954)
   Dry Hole Expenses                                              (5,090)   (6,905)
   Proceeds from Sales of Reserves and Related Assets (Note  5)   60,688    97,749
   Changes in Components of Working Capital Associated with
     Investing Activities                                          4,093       661
   Other, Net                                                     (5,245)   (2,781)
NET INVESTING CASH OUTFLOWS                                     (146,386) (139,269)
FINANCING CASH FLOWS
   Long-Term Debt
      Affiliate                                                 (113,520)  (25,000)
      Other                                                      114,000    49,300
   Dividends Paid                                                 (9,585)   (9,599)
   Treasury Stock Purchased                                      (24,486)   (6,765)
   Proceeds from Sales of Treasury Stock                          10,652     3,213
   Changes in Components of Working Capital Associated with
     Financing Activities                                              -    (5,326)
NET FINANCING CASH INFLOWS(OUTFLOWS)                             (22,939)    5,823
INCREASE IN CASH AND CASH EQUIVALENTS                             15,023    14,621
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                  23,039     5,810
CASH AND CASH EQUIVALENTS AT END OF PERIOD                    $   38,062 $  20,431
</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.  Cash  and  Cash Equivalents at June 30, 1996  includes  $24.1
million  of  funds deposited with Enron Corp. and  an  affiliated
company  under revolving credit agreements.  No such funds  funds
were deposited under these agreements at December 31, 1995.

3. Income tax provision for the three-month and six-month periods
ended  June  30,  1996  and 1995 includes tax  benefits  of  $4.9
million,   $7.7   million,  $6.2  million  and   $12.8   million,
respectively, related to tight gas sand federal income tax credit
utilization.  Income tax provision for the six-month period ended
June 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.

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  Six Months Ended
                                        June 30,          June 30,
                                      1996     1995    1996     1995
Wellhead Natural Gas Revenues
   Associated Companies (1)(2)      $ 49.1   $ 39.3  $106.0    $83.8
   Trade                              73.0     38.3   141.6     73.5
           Total                    $122.1   $ 77.6  $247.6   $157.3
Other Natural Gas Marketing Activities
   Gross Revenues from:
     Associated Companies           $ 17.2   $ 16.3  $ 36.1   $ 43.7
     Trade (3)                        33.1     23.8    72.6     51.3
           Total                      50.3     40.1  $108.7     95.0
   Associated Cost from:
     Associated Companies (1)(4)      25.6     19.2    58.6     47.1
     Trade                            16.6     13.8    34.2     30.2
           Total                      42.2     33.0    92.8     77.3
           Net                         8.1      7.1    15.9     17.7
   Commodity Price Swap Gain(Loss)
     Trading (5)                         -        -   (1.2)     11.3
     Non-Trading (6)                  13.8    16.2      .4      30.8
        Total                         13.8    16.2     (.8)     42.1
           Total                    $ 21.9  $ 23.3  $ 15.1    $ 59.8


<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   Six Months Ended
                                            June 30,            June 30,
                                        1996       1995     1996       1995
Wellhead Crude Oil, Condensate and
  Natural Gas Liquid Revenues
   Associated Companies                $ 11.5    $ 15.0    $ 25.1     $ 30.2
   Trade                                 25.5      14.0      49.7       28.1
           Total                       $ 37.0    $ 29.0    $ 74.8     $ 58.3

Other Crude Oil and Condensate Marketing
  Activities
   Commodity Price Hedging Loss(6)     $ (2.9)   $  (.6)   $ (3.9)    $  (.2)

(1)   Wellhead Natural Gas Revenues include $24.7 million,  $19.0
      million, $57.5 million and $38.0 million for the three-month and
      six-month  periods ended June 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 $3.4 million, $3.5 million, $7.3 million and  $7.2
      million for the three-month and six-month periods ended June 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  $10.8 million, $10.8 million, $21.6  million  and
      $21.5  million for the three-month and six-month periods ended
      June  30,  1996  and 1995 associated with the amortization  of
      deferred  revenues under the terms of a volumetric  production
      payment and exchange agreements effective October 1, 1992,  as
      amended.
(4)  Includes $7.8 million, $6.8 million, $16.1 million and $13.5
     million for the three-month and six-month periods ended June 30,
     1996 and 1995, respectively, for volumes delivered under the
     terms of a volumetric production payment and exchange agreements
     effective October 1, 1992, as amended, including equivalent
     wellhead value, any applicable transportation costs and location
     differentials.
(5)  The six-month period ended June 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 the first half
     of 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 ("Btu") for the years 1997, 1998, 1999 and
     2000, respectively.  The options each cover notional volumes of
     37 TBtu for each of the years.  During 1996, the Company entered
     into contracts to purchase 37 TBtu and 18 TBtu of natural gas at
     an average fixed price of $2.01 and $2.05 per British thermal
     unit for 1997 and 1998, respectively.
(6)  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
     were originally entered into as price hedges for a portion  of
     wellhead sales.


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


5.    Gains on sales of certain oil and gas reserves and  related
assets  in the amount of $19.5 million and $59.3 million for  the
six-month periods ended June 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 June 30, 1996.

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.

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.   On  August 9, 1996, the Company filed a  registration
statement  for the offer and sale of up to $150 million  in  debt
securities  and/or common stock.  When combined with a previously
filed registration statement for debt securities in the amount of
$250 million, the Company will have the ability from time to time
to issue up to $400 million in any combination of debt securities
and  common  stock.During August 1996, the  Company  replaced  an
existing  registration statement filed with  the  Securities  and
Exchange  Commission providing for the issuance  of  up  to  $250
million  of  debt  securities to the public with  a  registration
statement  providing  for the issuance  of  debt  securities  and
common stock of up to $400 million.


<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  six-
month  periods  ended June 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 June 30, 1996
vs. Three Months Ended June 30, 1995

      In the second quarter of 1996, Enron Oil & Gas Company (the
"Company") realized net income of $47.6 million compared  to  net
income  of  $48.1 million for the second quarter  of  1995.   Net
operating  revenues for the second quarter of  1996  were  $197.1
million  as compared to $184.0 million for the second quarter  of
1995.

     Wellhead volume and price statistics are as follows:
                                                         1996   1995
     Natural Gas Volumes (MMcf/d)(1)
          North America (2)                              700    548
          Trinidad                                       140    122
            Total                                        840    670
     Average Natural Gas Prices ($/Mcf)(3)
          North America (4)                           $ 1.72 $ 1.34
          Trinidad                                      1.00   0.97
            Composite                                   1.60   1.27
     Crude Oil/Condensate Volumes (MBbl/d)(1)
          North America                                 11.0   10.9
          Trinidad                                       5.4    4.8
          India                                          2.7    1.7
            Total                                       19.1   17.4
     Average Crude Oil/Condensate Prices ($/Bbl)(3)
          North America                               $20.62 $17.93
          Trinidad                                     19.61  17.14
          India                                        20.56  18.13
            Composite                                  20.33  17.73

       (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  June 30, 1996 and  1995 delivered under the terms
             of a volumetric production payment agreement and exchange
             agreements 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
             $.76/Mcf and $.79/Mcf for the three-month  periods
             ended June 30, 1996 and 1995, respectively, for the
             volumes described in note (2), net of transportation
             costs.

     Second quarter 1996 average wellhead natural gas prices were
up approximately  26%  from  the  comparable  period  in   1995
increasing  net operating revenues by approximately $25  million.
The  25% increase in wellhead natural gas volumes from the second
quarter of 1995 added $20 million to net operating revenues.  The
North  America  increase in North America  wellhead  natural  gas
volumes   was  primarily  the  result  of  eliminating  voluntary
curtailments in the second quarter of 1996 due to the significant
increases  realized in average wellhead natural gas  prices  over
the  prices realized during the comparable period in 1995 in  all
areas  other  than  the  Rocky Mountains.   Second  quarter  1996
wellhead  crude  oil and condensate average prices  were  up  15%
increasing  net operating revenues approximately $5 million  from
the  second  quarter of 1995.  Wellhead crude oil and  condensate
volumes  increased  10% adding approximately $3  million  to  net
operating revenues compared to the second quarter of 1995.


<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 $19 million
during the second quarter of 1996, a decrease of approximately $4
million  from  the comparable period in 1995.  This reduction  is
primarily  attributable  to a $3 million  loss  on  NYMEX-related
crude oil price swap transactions in the second quarter of 1996.

      During the second quarter of 1996, operating expenses  were
approximately  $13 million higher than in the second  quarter  of
1995.  Lease and well expenses increased approximately $3 million
primarily  due to continually expanding operations and  increases
in    production   activity.    Dry   hole   expenses   decreased
approximately  $3 million primarily due to decreased  exploratory
drilling  activities  outside North America  and  higher  success
rates outside North America.  Lease impairments of $5 million  in
the  second  quarter  of  1996 were $2  million  lower  than  the
comparable  period in 1995 primarily due to lower impairments  in
1996   of   unproved  properties  with  individually  significant
acquisition  costs.   Depreciation,  depletion  and  amortization
("DD&A")  expense  increased approximately  $10  million  to  $59
million  primarily reflecting an increase in production  volumes.
The  average DD&A rate in the second quarter of 1996 was $.67 per
thousand cubic feet equivalent ("Mcfe") compared to $.69 per Mcfe
in  the second quarter of 1995.  Second quarter 1996 taxes  other
than   income  increased  approximately  $3  million   over   the
comparable  period in 1995 primarily reflecting lower  applicable
tax  credits in Trinidad and higher taxable United States revenue
resulting from higher wellhead volumes and 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 $1.22 per Mcfe during the second
quarter  of  1996  compared to $1.27 per Mcfe during  the  second
quarter of 1995.  The reduction primarily reflects lower per unit
lease  and  well,  DD&A  and general and administrative  expenses
partially  offset  by higher per unit taxes  other  than  income.
Totalwhich per unit operating costs were beneficially impacted by
the higher daily rate of production during the second quarter  of
1996.

       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




Six Months Ended June 30, 1996
vs. Six Months Ended June 30, 1995

      In  the first half of 1996, the Company realized net income
of  $73.5 million compared to net income of $77.8 million for the
comparable period in 1995.  Net operating revenues for the  first
half  of  1996 were $356.1 million as compared to $339.3  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)                              708    584
          Trinidad                                       136    109
            Total                                        844    693
     Average Natural Gas Prices ($/Mcf)
          North America (2)                           $ 1.73 $ 1.31
          Trinidad                                      1.00   0.97
            Total Composite                             1.61   1.25
     Crude Oil/Condensate Volumes (MBbl/d)
          North America                                 11.1   11.3
          Trinidad                                       6.2    4.2
          India                                          2.9    2.2
            Total                                       20.2   17.7
     Average Crude Oil/Condensate Prices ($/Bbl)
          North America                               $19.50 $17.25
          Trinidad                                     18.67  16.44
          India                                        18.88  17.20
            Total Composite                            19.16  17.06

       (1)   Includes  48 MMcf per day for the six-month  periods
       ended  June 30, 1996 and  1995 delivered under  the  terms
       of  a  volumetric production payment agreementand exchange
       agreements effective October 1, 1992, as amended.
       (2)   Includes  an  average equivalent wellhead  value  of
       $.84/Mcf  and  $.83/Mcf  for  the  six-month  periods
       ended  June  30,  1996  and 1995,  respectively,  for  the
       volumes  described  in note (1), net  of  transportation
       costs.

     Average wellhead natural gas prices for the first six months
of  1996 were up approximately 29% from the comparable period  in
1995  increasing  net  operating revenues  by  approximately  $55
million.  A 22% increase in wellhead natural gas volumes from the
first  half of 1995 added net operating revenues of approximately
$35  million.  The increase in North America wellhead natural gas
volumes  was  primarily  the result of no voluntary  curtailments
during  1996  due  to significant increases realized  in  average
wellhead  natural gas prices over the prices realized during  the
comparable  period  in  1995 in all areas other  than  the  Rocky
Mountains.   Wellhead  crude  oil and condensate  average  prices
increased  12%  adding approximately $8 million to net  operating
revenues  over the first half of 1995.  Crude oil and  condensate
wellhead volumes increased 14% from the comparable period a  year
ago adding approximately $8 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 revenue by $11 million
during  the  first half of 1996, a decrease of approximately  $48
million from the comparable period in 1995.  During December 1995
and  the  first  quarter of 1996, to facilitate participation  in
anticipated wellhead natural gas price upside, the Company closed
all  1996 natural gas price swap transactions originally  entered
into  as  hedges. Included in the first half of  1996  is  a  $16
million reduction related to the early closing of first half 1996
natural gas price swap transactions.  This reduction is offset by
the  recognition of a $15 million gain in the first half of  1996
related to natural gas price swap agreements with an Enron  Corp.
affiliated company received in 1995 in exchange for certain  fuel
supply  and  purchase contracts and related price swap agreements
associated  with a cogeneration facility.  This  $1  million  net
loss  compares  to a $31 million gain on similar transactions  in
the  first half of 1995.  In the first half of 1996, the  Company
also   incurred  a  $1  million  loss  related  to  call   option
transactions compared to an $11 million gain in the first half of
1995  related to certain natural gas price swap transactions with
an   Enron  Corp.  affiliated  company  designated  for   trading
purposes.  Deferred gains of approximately $13 million related to
the  closing  of the remainder of the 1996 NYMEX-related  natural
gas  price  swap  transactions  will  be  recognized  during  the
remaining  six months of the year.  The Company also  incurred  a
loss  of  approximately $4 million on its 1996 first half  NYMEX-
related crude oil price swap transactions.

      During  the first half of 1996, operating expenses of  $250
million were $27 million higher than the $223 million incurred in
the comparable period in 1995.  Lease and well expenses increased
approximately  $5  million  to  $39  million  primarily  due   to
continually  expanding  operations and  increases  in  production
activity.  Impairment of unproved oil and gas properties for  the
first  half  of  1996  decreased $4 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   $21  million  to  $122  million   primarily
reflecting increased production volumes.  The average  DD&A  rate
in the first half of 1996 and 1995 was $.69 per Mcfe. Taxes other
than  income  were $5 million higher in the first  half  of  1996
compared to the first half 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 tax credits in Trinidad in 1996.


<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,  DD&A,  general  and  administrative,  interest
expense,  and taxes other than income by $.04 per Mcfe, averaging
$1.23  per Mcfe during the first half of 1996 compared  to  $1.27
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 half of 1996.

     Income tax provision decreased $9 million for the first half
of 1996 as compared to the first half of 1995 primarily resulting
from  an  $8.5  million tax benefit in the  first  half  of  1996
associated  with a reassessment of deferred tax requirements  and
the  successful resolution on audit of Canadian income taxes  for
certain  prior  years  and  lower  income  before  income  taxes,
partially offset by lower benefits associated with tight gas sand
federal income tax credits utilized in the first half of 1996  as
compared to the first half of 1995.

Capital Resources and Liquidity

      The Company's primary sources of cash during the six months
ended  June  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 on stock option exercises.   Primary
cash outflows included funds used in operations, exploration  and
development  expenditures,  common stock  repurchases,  dividends
paid to the 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 $278 million during the first half of 1996, compared  to
$289  million  generated  for  the  comparable  period  in  1995,
primarily  reflecting lower proceeds from the sales  of  selected
reserves  and  related assets and higher current  federal  income
taxes  mostly  offset by higher production related net  operating
revenues net of increased cash operating costs.

      Net operating cash flows of $184 million for the first half
of  1996 increased approximately $36 million as compared  to  the
first half 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 half
of 1996 and 1995 are as follows (in millions):
                                               1996    1995
          North America                      $  167 $  200
          Outside North America
           Trinidad                               1     34
           India                                 29      9
           Other                                  9     11
             Total                           $  206 $  254


<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 for the first half
of  1996  were lower than expenditures in the first half 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  an  increase 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.

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 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  June  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:  August 12, 1996                            By   /S/ W. C. WILSON
                                                          W. C. Wilson
                                                    Senior Vice President and
                                                     Chief Financial Officer
                                                  (Principal Financial Officer)




Date:  August 12, 1996                           By      /S/ BEN  B. BOYD
                                                         Ben B. Boyd
                                                  Vice President and Controller
                                                 (Principal Accounting Officer)




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<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          38,062
<SECURITIES>                                         0
<RECEIVABLES>                                  193,584
<ALLOWANCES>                                         0
<INVENTORY>                                     15,760
<CURRENT-ASSETS>                               267,564
<PP&E>                                       3,429,437
<DEPRECIATION>                             (1,547,671)
<TOTAL-ASSETS>                               2,190,068
<CURRENT-LIABILITIES>                          181,151
<BONDS>                                              0
                          201,600
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,012,626
<TOTAL-LIABILITY-AND-EQUITY>                 2,190,068
<SALES>                                        333,626
<TOTAL-REVENUES>                               356,139
<CGS>                                                0
<TOTAL-COSTS>                                  250,499
<OTHER-EXPENSES>                                   523
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               7,447
<INCOME-PRETAX>                                 97,670
<INCOME-TAX>                                    24,165
<INCOME-CONTINUING>                             73,505
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<NET-INCOME>                                    73,503
<EPS-PRIMARY>                                      .46
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