NATIONAL ENERGY GROUP INC
8-K, 1996-10-23
CRUDE PETROLEUM & NATURAL GAS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

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


                                OCTOBER 10, 1996
                Date of Report (Date of earliest event reported)



                          NATIONAL ENERGY GROUP, INC.
             (Exact name of registrant as specified in its charter)



         DELAWARE                        0-19136                     58-1922764
(State or other jurisdiction           (Commission                 (IRS Employer
     of incorporation)                 File Number)          Identification No.)
                                                           



                     4925 GREENVILLE AVENUE, SUITE 1400
                             DALLAS, TEXAS 75206
            (Address of principal executive offices and zip code)





                               (214) 692-9211
                       (Registrant's telephone number,
                            including area code)

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ITEM 5.  OTHER EVENTS

         On October 10, 1996, National Energy Group, Inc. issued a press
release, pursuant to Rule 135(c) promulgated under the Securities Act of 1933,
as amended, relating to a proposed offering of $100 million principal amount of
ten year, senior notes.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)     Exhibits

                 The following materials are filed as exhibits to this Current
                 Report on Form 8-K:


                 EXHIBIT                                        
                 NUMBER           DESCRIPTION OF EXHIBIT        
                 ------           ----------------------        
                 99.1             Press Release issued by the Registrant on 
                                  October 10, 1996, which is filed herewith. 
                                  
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                                   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.


                                NATIONAL ENERGY GROUP, INC.               
                                                                          
                                                                          
                                By: /s/ MILES D. BENDER
                                   -------------------------------------- 
                                     Miles D. Bender, President and Chief 
                                          Executive Officer               


Date:  October 23, 1996





                                     - 3 -

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                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                            DESCRIPTION OF EXHIBIT
       ------                            ----------------------
       <S>              <C>
       99.1             Press Release issued by the Registrant on 
                        October 10, 1996, which is filed herewith.
</TABLE>






<PAGE>   1


                                                                    EXHIBIT 99.1


                  [NATIONAL ENERGY GROUP, INC. LETTERHEAD]




FOR IMMEDIATE RELEASE
                                                For further information contact:
                                                                    Miles Bender
                                                                    214/692-9211




                          NATIONAL ENERGY GROUP, INC.
             TO COMMENCE PRIVATE $100 MILLION SENIOR NOTE OFFERING


         DALLAS, TEXAS, October 10, 1996 -- National Energy Group, Inc.
(NASDAQ:NEGX) announced today that it intends to commence an offering of $100
million principal amount of ten year, senior notes in the near future. The
offering will be made as a private placement pursuant to Rule 144A. The notes
will not be registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

         If consummated, the proceeds of the offering will be used to repay
borrowings under its existing credit facility and to fund its oil and natural
gas exploitation, development, exploration and acquisition projects.

         National Energy Group, Inc. is an independent oil and gas exploration
and production company, headquartered in Dallas, Texas, with operations
primarily in Texas, Oklahoma, New Mexico and Louisiana.







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