ENRON OIL & GAS CO
10-Q, 1997-08-14
CRUDE PETROLEUM & NATURAL GAS
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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D. C. 20549

                               ____________
                                     
                                 Form 10-Q
                               ____________


  X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT OF 1934

      FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

  [ ] 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             (I.R.S. Employer
of incorporation or organization)          Identification No.)
                                     
               1400 Smith Street, Houston, Texas 77002-7369
            (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, 1997.
  
        Common Stock, $.01 Par Value                157,003,955 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, 1997 and 1996
      and Six Months Ended June 30, 1997 and 1996                   3
     Consolidated Balance Sheets - June 30, 1997 and
     December 31, 1996                                              4
     Consolidated Statements of Cash Flows - Six Months
     Ended June 30, 1997 and 1996                                   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 1.      Legal Proceedings                                15

     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,
                                                  1997      1996       1997       1996
<S>                                         <C>          <C>       <C>        <C>
NET OPERATING REVENUES
Natural Gas
  Associated Companies                       $    21,247  $ 54,507  $  18,648  $ 82,639
  Trade                                          111,689    89,556    252,860   180,051
Crude Oil, Condensate and Natural Gas Liquids
  Associated Companies                             9,900     8,627     19,581    21,253
  Trade                                           20,499    25,459     51,710    49,683
Gains on Sales of Reserves and
Related Assets                                     7,286    17,661      7,492    19,521
Other                                              1,132     1,303      2,113     2,992
Total                                            171,753   197,113    352,404   356,139

OPERATING EXPENSES
Lease and Well                                    25,973    19,974     49,442    38,730
Exploration                                       15,019    11,489     30,502    23,407
Dry Hole                                           1,586     2,579      2,570     5,090
Impairment of Unproved Oil and Gas Properties      6,900     4,980     12,913     9,843
Depreciation, Depletion and Amortization          69,183    58,965    131,822   122,286
General and Administrative                        12,114    14,298     25,721    28,487
Taxes Other Than Income                           12,359    11,185     29,645    22,656
Total                                            143,134   123,470    282,615   250,499

OPERATING INCOME                                  28,619     73,643    69,789   105,640

OTHER INCOME (EXPENSE), NET                          956        (8)     2,212      (523)

INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES   29,575    73,635     72,001   105,117
INTEREST EXPENSE, NET                              5,464     3,303     10,579     7,447

INCOME BEFORE INCOME TAXES                        24,111    70,332     61,422    97,670
INCOME TAX PROVISION (BENEFIT)                      (460)   22,750     13,786    24,165

NET INCOME                                   $    24,571 $  47,582 $   47,636 $  73,505

EARNINGS PER SHARE OF COMMON STOCK           $       .16 $     .30 $      .30 $     .46

AVERAGE NUMBER OF COMMON SHARES                  157,489   159,910    158,177   159,922
</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,
                                                                1997          1996
                                                             (Unaudited)
<S>                                                         <C>           <C>

                                  ASSETS
CURRENT ASSETS
Cash and Cash Equivalents                                    $    16,531  $     7,644
Accounts Receivable
  Associated Companies                                            44,141       82,059
  Trade                                                          162,911      195,239
Inventories                                                       29,473       20,746
Other                                                             16,951       20,222
Total                                                            270,007      325,910

OIL AND GAS PROPERTIES (SUCCESSFUL EFFORTS METHOD)             4,016,705    3,753,199
  Less: Accumulated Depreciation, Depletion and Amortization  (1,779,499)  (1,653,610)
Net Oil and Gas Properties                                     2,237,206    2,099,589
OTHER ASSETS                                                      28,659       32,854
Total Assets                                                 $ 2,535,872  $ 2,458,353



                   LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable
  Associated Companies                                       $   26,561   $    77,522
  Trade                                                         165,639       200,069
Accrued Taxes Payable                                             9,730        18,554
Dividends Payable                                                 4,765         4,818
Other                                                            12,271        16,397
Total                                                           218,966       317,360

LONG-TERM DEBT                                                  633,604       466,089
OTHER LIABILITIES                                                38,434        44,483
DEFERRED INCOME TAXES                                           315,116       308,948
DEFERRED REVENUE                                                 74,753        56,383
SHAREHOLDERS' EQUITY
Preferred Stock, $.01 Par,10,000,000 Shares Authorized and
  No Shares Issued and Outstanding                                    -             -
Common Stock, $.01 Par, 320,000,000 Shares Authorized and
  160,000,000 Shares Issued                                     201,600       201,600
Additional Paid In Capital                                      388,153       388,212
Unearned Compensation                                            (5,211)       (5,727)
Cumulative Foreign Currency Translation Adjustment              (11,665)      (10,179)
Retained Earnings                                               735,734       697,564
Common Stock Held in Treasury, 2,572,583 shares at
   June 30, 1997 and 242,882 shares at December 31, 1996        (53,612)       (6,380)
Total Shareholders' Equity                                    1,254,999     1,265,090

Total Liabilities And Shareholders' Equity                  $ 2,535,872   $ 2,458,353
</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,
                                                               1997       1996
<S>                                                          <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Reconciliation of Net Income to Net Operating Cash Inflows:
Net Income                                                   $  47,636  $ 73,505
Items Not Requiring Cash
  Depreciation, Depletion and Amortization                     131,822   122,286
  Impairment of Unproved Oil and Gas Properties                 12,913     9,843
  Deferred Income Taxes                                          6,372     4,814
  Other, Net                                                       983       761
Exploration Expenses                                            30,502    23,407
Dry Hole Expenses                                                2,570     5,090
Gains on Sales of Reserves and Related Assets                   (7,492)  (19,521)
Other, Net                                                      (4,141)   (2,693)
Changes in Components of Working Capital and Other Liabilities
  Accounts Receivable                                           73,389   (16,165)
  Inventories                                                   (8,727)   (4,063)
  Accounts Payable                                             (42,861)   15,534
  Accrued Taxes Payable                                         (8,824)   (3,537)
  Other Liabilities                                              1,350     3,809
  Other, Net                                                      (611)   (3,016)
Amortization of Deferred Revenue                               (21,494)  (21,613)
Changes in Components of Working Capital Associated with
  Investing and Financing Activities                            29,456    (4,093)
NET OPERATING CASH INFLOWS                                     242,843   184,348
INVESTING CASH FLOWS
Additions to Oil and Gas Properties                           (297,069) (177,425)
Exploration Expenses                                           (30,502)  (23,407)
Dry Hole Expenses                                               (2,570)   (5,090)
Proceeds from Sales of Reserves and Related Assets              15,822    60,688
Changes  in Components of Working Capital Associated with
  Investing Activities                                         (30,187)    4,093
Other, Net                                                      (1,971)   (5,245)
NET INVESTING CASH OUTFLOWS                                   (346,477) (146,386)
FINANCING CASH FLOWS
Long-Term Debt
  Affiliate                                                          -  (113,520)
  Other                                                        168,600   114,000
Dividends Paid                                                  (9,519)   (9,585)
Treasury Stock Purchased                                       (49,194)  (24,486)
Proceeds from Sales of Treasury Stock                            1,546    10,652
Other, Net                                                       1,088         -
NET FINANCING CASH INFLOWS (OUTFLOWS)                          112,521   (22,939)
INCREASE IN CASH AND CASH EQUIVALENTS                            8,887    15,023
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                 7,644    23,039
CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $  16,531 $  38,062
</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, 1996.

  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 revenues  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.

  As  more  fully discussed in notes 1 and 12 to the consolidated financial
  statements  included in the Company's 1996 Annual Report  on  Form  10-K,
  the  Company  engages in price risk management activities  primarily  for
  non-trading and to a lesser extent for trading purposes. Derivatives  are
  utilized  for  non-trading  purposes  to  hedge  the  impact  of   market
  fluctuations  on  natural  gas  and  crude  oil  market  prices.    Hedge
  accounting  is utilized in non-trading activities when there  is  a  high
  degree  of correlation between price movements in the derivative and  the
  item  designated  as  being  hedged.   Gains  and  losses  on  derivative
  financial  instruments used for hedging purposes are  recognized  as 
  revenue in the same period as the  hedged  item. Gains and losses on 
  hedging instruments that are closed prior to maturity are deferred
  in the  consolidated balance  sheets.   In  instances  where  the  
  anticipated  correlation  of  price movements does not occur, hedge 
  accounting is  terminated  and  future changes in the value of the 
  derivative are recognized as gains or  losses using the mark-to-market 
  method of accounting.   Derivative  and  other financial instruments 
  utilized in connection with  trading  activities, primarily price swaps 
  and call options, are accounted for using the mark-to-market method, under
  which changes in the market value of outstanding financial instruments are
  recognized as gains or losses in the period  of change.  The cash flow 
  impact  of  derivative  and  other  financial instruments used for 
  non-trading and trading purposes  is  reflected  as cash flows from 
  operating activities in the consolidated statements  of cash flows.

2.    Income  tax  provision  (benefit) for the three-month  and  six-month
  periods ended June 30, 1997 and 1996 includes tax benefits of $2.0 million,
  $4.9 million, $5.2 million and $6.2 million, respectively, related to tight
  gas  sand  federal income tax credit utilization.  Income  tax  provision
  (benefit) for the six-month period ended June 30, 1997 includes benefits of
  $9.7  million  related to the sales of certain international  assets  and
  subsidiaries and the refiling of certain Canadian tax returns.  Income tax
  provision (benefit) for the six-month period ended June 30, 1996 includes a
  reduction  of  $8.5 million primarily associated with a  reassessment  of
  deferred  tax  requirements and the successful  resolution  on  audit  of
  Canadian income taxes for certain prior years.


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



3.    Natural Gas Net Operating Revenues are comprised of the following (in
  millions):

                                     Three Months Ended  Six Months Ended
                                          June 30,           June 30,
                                      1997      1996     1997       1996
Wellhead Natural Gas Revenues
 Associated Companies (1)(2)        $ 42.5     $ 49.1   $ 95.9    $106.0
 Trade                                96.4       73.0    225.3     141.6
Total                               $138.9     $122.1   $321.2    $247.6

Other Natural Gas Marketing Activities
 Gross Revenues from:
  Associated Companies              $ 19.1     $ 17.2   $ 49.0    $ 36.1
  Trade (3)                           31.5       33.1     67.4      72.6
   Total                              50.6       50.3    116.4     108.7

 Associated Costs from:
  Associated Companies (1)(4)         36.6       25.6     85.3      58.6
  Trade                               16.3       16.6     39.4      34.2
   Total                              52.9       42.2    124.7      92.8
   Net                                (2.3)       8.1     (8.3)     15.9
 Commodity Price Transaction  Revenue
(Reductions)
  Trading                              2.5          -       .5     (1.2)
  Non-Trading (5)                     (6.2)      13.8    (41.9)      .4
   Total                              (3.7)      13.8    (41.4)     (.8)
Total                               $ (6.0)    $ 21.9   $(49.7)  $ 15.1



     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,
                                     1997       1996     1997       1996
Wellhead Crude Oil, Condensate
and
Natural Gas Liquids Revenues
 Associated Companies               $ 10.7   $  11.5    $ 23.0     $ 25.1
 Trade                                20.5      25.5      51.7       49.7
Total                               $ 31.2   $  37.0    $ 74.7     $ 74.8

Other Crude Oil and Condensate
Marketing Activities
 Commodity Price Hedging
 Revenue Reductions(5)              $  (.8)  $  (2.9)   $ (3.4)   $ (3.9)


  1)    Wellhead Natural Gas Revenues include $25.1 million, $24.7 million,
     $62.1 million and $57.5 million for the three-month and six-month periods
     ended June 30, 1997 and 1996, respectively, associated with deliveries by
     Enron Oil & Gas Company to Enron Oil & Gas Marketing, Inc., a wholly-owned
     subsidiary, reflected as a cost in Other Natural Gas Marketing Activities -
     Associated Costs.
  2)    Includes $5.4 million, $3.4 million, $16.2 million and $7.3 million
     for the three-month and six-month periods ended June 30, 1997 and 1996,
     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.


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


  
  3)   Includes $10.8 million, $10.8 million, $21.5 million and $21.6 million
     for the three-month and six-month periods ended June 30, 1997 and 1996,
     respectively, associated with the amortization of deferred revenues under
     the terms of a volumetric production payment agreement effective October 1,
     1992, as amended.
  4)   Includes $9.0 million, $7.8 million, $21.7 million and $16.1 million
     for the three-month and six-month periods ended June 30, 1997 and 1996,
     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 exchange differentials.
  5)   Represents revenue increases or reductions 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.
  

4.    As  reported in the Company's Annual Report on Form 10-K for the year
  ended  December  31, 1996, 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.

5.    In  February 1997, the Financial Accounting Standards Board  ("FASB")
  issued   Statement of Financial Accounting Standards ("SFAS") No.  128  -
  "Earnings  per  Share"  effective for interim and  annual  periods  after
  December  15, 1997.  This statement replaces primary earnings  per  share
  ("EPS")  with  a newly defined basic EPS and modifies the computation  of
  diluted EPS.  The Company does not anticipate that implementation of SFAS
  128 will have a material impact on its computation of EPS.

6.    In  February  1997, the FASB issued SFAS No. 129  -  "Disclosures  of
  Information about Capital Structures" which is applicable to all entities
  that issue securities other than ordinary common stock and is effective for
  all  periods  ending after December 15, 1997.  There  are  no  additional
  disclosures required of the Company at this time relating to the issuance
  of SFAS No. 129.

7.    In  June  1997,  the  Company canceled an existing  revolving  credit
  agreement and replaced it with two new revolving credit agreements entered
  into  with  a  group  of  banks (the "Credit  Agreements").   The  Credit
  Agreements provide for current aggregate borrowings of up to  $400 million,
  with  provisions for increases up to $800 million at the  option  of  the
  Company and subject to lender approval. The Credit Agreements consist of a
  $100 million, 364-day credit agreement which matures on June 25, 1998 and
  is  renewable  annually by mutual consent, and a $300  million  five-year
  agreement  that matures on June 27, 2002.  Advances under the  agreements
  bear  interest, at the option of the Company, based on a base rate  or  a
  Eurodollar rate.  There were no advances outstanding under the agreements
  at June 30, 1997.


<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, 1997 and 1996 should be read in conjunction with the
consolidated  financial  statements  of  Enron  Oil  &  Gas  Company   (the
"Company") and notes thereto.

Results of Operations

  Three Months Ended June 30, 1997
  vs. Three Months Ended June 30, 1996

  In  the  second quarter of 1997, the Company generated net income of  $25
million  compared  to net income of $48 million for the second  quarter  of
1996.   Net  operating revenues for the second quarter of  1997  were  $172
million as compared to $197 million for the second quarter of 1996.
  Wellhead volume and price statistics are as follows:
                                                          1997      1996

Natural Gas Volumes (MMcf/d)(1)
 United States (2)                                        689       597
 Canada                                                    92       103
   North America                                          781       700
 Trinidad                                                 114       140
 India                                                      1         -
   Total                                                  896       840

Average Natural Gas Prices ($/Mcf)(3)
 United States (4)                                     $ 1.87    $ 1.83
 Canada                                                  1.25      1.07
   North America Composite                               1.80      1.72
 Trinidad                                                1.04      1.00
 India                                                   2.97         -
   Total Composite                                       1.70      1.60

Crude Oil/Condensate Volumes (MBbl/d)(1)
 United States                                           11.2       8.7
 Canada                                                   2.4       2.3
   North America                                         13.6      11.0
 Trinidad                                                 3.5       5.4
 India                                                      -       2.7
   Total                                                 17.1      19.1

Average Crude Oil/Condensate Prices ($/Bbl)(3)
 United States                                         $19.42    $21.18
 Canada                                                 16.49     18.54
   North America Composite                              18.89     20.62
 Trinidad                                               16.09     19.61
 India                                                      -     20.56
   Total Composite                                      18.31     20.33
  
  (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,  1997 and 1996 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
       $1.24/Mcf  and  $.76/Mcf for the three-month  periods
       ended  June 30, 1997 and 1996, respectively, for  the
       volumes  described in note (2), net of transportation
       costs.
  
  Wellhead  revenues increased 7% to $170 million in the second quarter  of
1997 compared to $159 million in the second quarter of 1996.  This increase
reflects  increased  North America volumes and increased  average  wellhead
prices  for  natural  gas which is partially offset  by  lower  volumes  in
Trinidad  and  India  and  lower overall crude oil and  condensate  average
wellhead prices.


<PAGE>
               PART I.  FINANCIAL INFORMATION - (Continued)
                                     
             ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          ENRON OIL & GAS COMPANY
  
  Second  quarter  1997 wellhead natural gas volumes were up  approximately
7%  from the comparable period in 1996 increasing net operating revenues by
approximately $8 million.  This is primarily attributable to a 12% increase
in  North  America wellhead natural gas volumes in the second quarter  1997
compared to the second quarter a year ago.  The increases in North  America
wellhead  natural gas volumes in the second quarter of 1997 were  partially
offset  by a reduction in Trinidad wellhead natural gas volumes. The higher
Trinidad natural gas volumes in the second quarter of 1996 reflected higher
purchaser  nominations  to  meet market requirements  which  exceeded  base
contract levels.  Wellhead natural gas prices in the second quarter of 1997
were  6%  higher than the comparable period a year ago adding approximately
$9  million  to  net operating revenues.  A 10% decrease in  both  wellhead
crude  oil and condensate volumes and average prices in the second  quarter
of  1997  as  compared  to second quarter of 1996 decreased  net  operating
revenues  by  approximately $7 million.  A 24% increase  in  North  America
wellhead  crude  oil and condensate volumes was more than offset  by  lower
condensate  volumes  from the Kiskadee field offshore  Trinidad  associated
with  lower natural gas deliveries, a decline in crude oil production  from
the Ibis field offshore Trinidad and no crude oil deliveries from the Panna
and Mukta fields offshore India as a result of a planned shut-down to allow
for equipment change out from temporary to permanent production facilities.
  
  Other  marketing  activities  associated  with  sales  and  purchases  of
natural   gas,  natural  gas  and  crude  oil  price  hedging  and  trading
transactions  and  margins  related to the  volumetric  production  payment
reduced  net operating revenue by $7 million during the second  quarter  of
1997, compared to a $19 million increase in the second quarter of 1996.   A
$6 million revenue reduction related to natural gas commodity price hedging
activities  utilizing NYMEX-related commodity market  transactions  in  the
second  quarter of 1997 compares to a $14 million increase associated  with
similar  transactions  a year ago.  A decrease in margins  associated  with
sales  and  purchases of natural gas and the volumetric production  payment
reduced  net operating revenues by approximately $2 million as compared  to
an  $8  million addition in the second quarter of 1996, primarily resulting
from  the higher costs of natural gas delivered in 1997.  Deferred  revenue
reductions  of  approximately $15 million related to the early  closing  of
1997  natural gas price hedging transactions will be recognized during  the
remainder of 1997.
  
  During  the  second quarter of 1997, operating expenses of  $143  million
were  approximately $20 million higher than in the second quarter of  1996.
Lease  and  well  expenses increased $6 million primarily due  to  expanded
operations and additional workover expenses in North America in the  second
quarter  of  1997.   Worldwide increases in exploration activities  in  the
second   quarter  of  1997  over  the  second  quarter  of  1996  increased
exploration  expenses by approximately $4 million.  Impairment of  unproved
oil  and  gas properties of $7 million was $2 million higher in the  second
quarter  of 1997 compared to the comparable period in 1996 due to increased
unproved lease acquisitions in North America.  Depreciation, depletion  and
amortization ("DD&A") expense increased approximately $10 million primarily
reflecting  an increase in North America production volumes.   The  average
DD&A  rate  in the second quarter of 1997 was $.75 per thousand cubic  feet
equivalent ("Mcfe") compared to $.67 per Mcfe in the second quarter of 1996
primarily reflecting the impact of a change in production mix.
  
  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 $1.35 per Mcfe during the second quarter of 1997 compared to $1.22
per Mcfe during the second quarter of 1996.  This increase is primarily due
to  the  increases  in lease and well expenses and DD&A  expense  discussed
above.
  
  Income  tax  provision decreased $23 million for the  second  quarter  of
1997  as  compared  to the second quarter of 1996 primarily  due  to  lower
income before income taxes and benefits of $10 million related to the sales
of  certain international assets and subsidiaries and the refiling of certain
Canadian tax returns in the second quarter of 1997.
  
  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
                          ENRON OIL & GAS COMPANY



  Six Months Ended June 30, 1997
  vs. Six Months Ended June 30, 1996

  In  the  first  half  of 1997, the Company generated net  income  of  $48
million  compared to net income of $74 million for the first half of  1996.
Net  operating  revenues for the first half of 1997 were  $352  million  as
compared to $356 million for the comparable period a year ago.
  Wellhead volume and price statistics are as follows:
                                                          1997      1996

Natural Gas Volumes (MMcf/d)(1)
 United States (2)                                        666       611
 Canada                                                    93        97
   North America                                          759       708
 Trinidad                                                 113       136
 India                                                      1         -
   Total                                                  873       844

Average Natural Gas Prices ($/Mcf)(3)
 United States (4)                                     $ 2.28    $ 1.82
 Canada                                                  1.48      1.16
   North America Composite                               2.18      1.73
 Trinidad                                                1.04      1.00
 India                                                   2.97         -
   Total Composite                                       2.03      1.61

Crude Oil/Condensate Volumes (MBbl/d)(1)
 United States                                           10.9       8.6
 Canada                                                   2.4       2.5
   North America                                         13.3      11.1
 Trinidad                                                 3.6       6.2
 India                                                    1.4       2.9
   Total                                                 18.3      20.2

Average Crude Oil/Condensate Prices ($/Bbl)(3)
 United States                                         $20.84    $20.06
 Canada                                                 17.25     17.55
   North America Composite                              20.19     19.50
 Trinidad                                               18.86     18.67
 India                                                  22.99     18.88
   Total Composite                                      20.15     19.16
  
  (1)  Million  cubic feet per day or thousand  barrels  per
       day, as applicable.
  (2)  Includes  48  MMcf per day for the six-month  periods
       ended  June  30,  1997 and 1996 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
       $1.85/Mcf  and  $.84/Mcf for  the  six-month  periods
       ended  June 30, 1997 and 1996, respectively, for  the
       volumes  described in note (2), net of transportation
       costs.
  
  Wellhead  revenues  increased 23% to $396 million in the  first  half  of
1997  compared  to $322 million in the first half of 1996.   This  increase
primarily  reflects increased North America volumes and  increased  average
wellhead  prices for natural gas, crude oil and condensate and natural  gas
liquids.


<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
  
  Average  wellhead natural gas prices were up approximately 26%  from  the
comparable   period   in   1996  increasing  net  operating   revenues   by
approximately  $66  million.   This  is primarily  attributable  to  a  26%
increase in North America wellhead natural gas prices in the first half  of
1997  compared  to the first half a year ago.  The overall 3%  increase  in
wellhead  natural  gas volumes in the first half of 1997  compared  to  the
first  half  of  1996  added  approximately $7  million  to  net  operating
revenues.  Increases in North America wellhead natural gas volumes  in  the
first  half  of  1997  were  partially offset by a  reduction  in  Trinidad
wellhead  natural gas volumes from the comparable period a year  ago.   The
higher  Trinidad  natural gas volumes in the first half of  1996  reflected
higher  purchaser  nominations to meet market requirements  which  exceeded
base  contract  levels. In the first half of 1997, wellhead crude  oil  and
condensate  volumes were 9% lower than in the first half of  1996  reducing
net  operating  revenues  by approximately $7 million.   The  reduction  in
wellhead  crude  oil and condensate volumes resulted primarily  from  lower
condensate  volumes  from the Kiskadee field offshore  Trinidad  associated
with  lower  natural gas deliveries and a decline in crude  oil  production
from  the Ibis field offshore Trinidad.  Additionally, there were no second
quarter  1997 crude oil deliveries from the Panna and Mukta fields offshore
India as a result of a planned shut-down to allow for equipment change  out
from  temporary  to  permanent production facilities.   A  5%  increase  in
wellhead crude oil and condensate average prices in the first half of  1997
as  compared  to  first  half of 1996 increased net operating  revenues  by
approximately $3 million.

  Other  marketing  activities  associated  with  sales  and  purchases  of
natural   gas,  natural  gas  and  crude  oil  price  hedging  and  trading
transactions  and  margins  related to the  volumetric  production  payment
reduced net operating revenue by $53 million during the first half of 1997,
compared  to  an  $11 million increase in the first half of  1996.   A  $42
million  revenue reduction related to natural gas commodity  price  hedging
activities  utilizing NYMEX-related commodity market  transactions  in  the
first  half  of  1997 compares to a $400 thousand increase associated  with
similar  transactions  a year ago.  A decrease in margins  associated  with
sales  and  purchases of natural gas and the volumetric production  payment
reduced net operating revenues by approximately $8 million as compared to a
$16  million  addition in the first half of 1996, primarily resulting  from
the higher costs of natural gas delivered in 1997.

  During  the  first half of 1997, operating expenses of $283 million  were
approximately $32 million higher than in the first half of 1996.  Lease and
well  expenses increased $11 million primarily due to increased  production
activities  at  higher  costs  in North America  to  maximize  the  volumes
delivered  at the higher product prices available in the first  quarter  of
1997.   Worldwide increases in exploration activities in the first half  of
1997  over  the  first  half  of  1996 increased  exploration  expenses  by
approximately $7 million.  Dry hole expenses were approximately $3  million
lower  and  impairment of unproved oil and gas properties  was  $3  million
higher in the first half of 1997 as compared to the same period last  year.
The  increase in impairment of unproved oil and gas properties is primarily
a  result of increased unproved lease acquisitions in North America.   DD&A
expense  increased  approximately $10 million in the  first  half  of  1997
compared  to  the first half of 1996, primarily reflecting an  increase  in
North America production volumes.  The average DD&A rate in the first  half
of  1997  was  $.73  per  Mcfe compared to $.69 per  Mcfe  which  primarily
reflects  the impact of a change in production mix.  First half 1997  taxes
other  than  income increased approximately $7 million over the  comparable
period  in 1996 primarily reflecting increased wellhead revenues  in  North
America.

  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 $1.36 per Mcfe during the first half of 1997 compared to $1.23 per
Mcfe during the first half of 1996.  This increase is primarily due to  the
increases  in  lease and well expenses, DD&A expense and taxes  other  than
income discussed above.

  Income tax provision decreased $10 million for the first half of 1997  as
compared  to  the first half of 1996 primarily due to lower  income  before
income  taxes.   A  $10  million benefit related to the  sales  of  certain
international assets and subsidiaries and the refiling of certain  Canadian
tax returns was recognized in the first half of 1997.  A $9 million benefit
was recognized 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.
  
  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 six months  ended  June
30,  1997  included funds generated from operations and proceeds  from  new
borrowings.   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  $237
million  during  the  first  six months of 1997 compared  to  $278  million
generated  for  the  comparable period in 1996 primarily  reflecting  lower
proceeds from sales of reserves and related assets.
  
  Net  operating  cash  flows of $243 million for the first  half  of  1997
increased approximately $58 million as compared to the first half  of  1996
primarily reflecting changes in working capital requirements resulting from
the  higher 1996 end of year operating revenues collected in 1997 partially
offset  by  the  higher level of related end of year 1996 accounts  payable
paid  in  1997.   Based  upon  existing  economic  and  market  conditions,
management  believes  net  operating  cash  flow  and  available  financing
alternatives  in  1997 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  six  months  of
1997 and 1996 are as follows (in millions):
                                                          1997      1996
North America                                            $ 271     $ 167
Outside North America
 India                                                      44        29
 Other                                                      15        10
Total                                                    $ 330     $ 206

  
  Exploration  and  development expenditures for the first  six  months  of
1997  were  higher  than  expenditures in the  first  six  months  of  1996
primarily  due  to  increased acquisitions in North America  and  increased
developmental drilling activities in North America and offshore India.
  
  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
discovering, developing and producing reserves and in acquiring oil and gas
properties, 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 4 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 June 30, 1997.
  
  
<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 14, 1997                 By      /S/ W. C. WILSON
                                                  W. C. Wilson
                                            Senior Vice President and
                                             Chief Financial Officer
                                          (Principal Financial Officer)




Date:   August 14, 1997                By       /S/ BEN B. BOYD
                                                 Ben B. Boyd
                                          Vice President and Controller
                                          (Principal Accounting Officer)



<PAGE>
                                                                 Exhibit 12

                          Enron Oil & Gas Company
             Computation of Ratio of Earnings to Fixed Charges
                              (In Thousands)
                                (Unaudited)

<TABLE>
                            Six Months
                              Ended                Year Ended December 31
                             6/30/97    1996      1995      1994      1993       1992
<S>                         <C>       <C>       <C>       <C>       <C>       <C>

EARNINGS AVAILABLE FOR 
FIXED CHARGES:
Net Income                  $ 47,636  $140,008  $142,118  $147,998  $138,025  $ 97,580
Less: Capitalized
Interest Expense              (7,043)   (9,136)   (6,490)   (6,124)   (5,457)   (3,580)
Add: Fixed Charges            17,622    21,997    18,414    14,613    15,378    25,869
Income Tax Provision(Benefit) 13,786    50,954    41,936     5,937   (25,752)  (17,736)
Earnings Available          $ 72,001  $203,823  $195,978  $162,424  $122,194  $102,133


FIXED CHARGES:
Interest Expense              10,386    12,370    11,310     8,135     9,921    22,289
Capitalized Interest           7,043     9,136     6,490     6,124     5,457     3,580
Rental Expense Representative
 of Interest Factor              193       491       614       354         -         -
Total Fixed Charges         $ 17,622  $ 21,997  $ 18,414  $ 14,613  $ 15,378  $ 25,869

RATIO OF EARNINGS
TO FIXED CHARGES                4.09      9.27     10.64     11.12      7.95      3.95


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                          16,531
<SECURITIES>                                         0
<RECEIVABLES>                                  207,052
<ALLOWANCES>                                         0
<INVENTORY>                                     29,473
<CURRENT-ASSETS>                               270,007
<PP&E>                                       4,016,705
<DEPRECIATION>                              (1,779,499)
<TOTAL-ASSETS>                               2,535,872
<CURRENT-LIABILITIES>                          218,966
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       201,600
<OTHER-SE>                                   1,053,399
<TOTAL-LIABILITY-AND-EQUITY>                 2,535,872
<SALES>                                        342,799
<TOTAL-REVENUES>                               352,404
<CGS>                                                0
<TOTAL-COSTS>                                  282,615
<OTHER-EXPENSES>                                (2,212)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              10,579
<INCOME-PRETAX>                                 61,422
<INCOME-TAX>                                    13,786
<INCOME-CONTINUING>                             47,636
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    47,636
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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