PANACO INC
10-Q/A, 1996-07-11
CRUDE PETROLEUM & NATURAL GAS
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<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

                               Amendment Number 1

(Mark One)

[  X  ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
For the quarterly period ended                                  March 31, 1996

                                -------------------------------------------------------------------------------

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934.
For the transition period from                                        to

                                -------------------------------------     -------------------------------------

Commission file number                                            0 - 26662

                                -------------------------------------------------------------------------------


                                                 PANACO, Inc.

- ---------------------------------------------------------------------------------------------------------------
                            (Exact name of registrant as specified in its charter)

                        Delaware                                                   43 - 1593374

- ---------------------------------------------------------            ------------------------------------------
(State or jurisdiction or incorporation or organization)              (I.R.S. Employer Identification number)


                     1050 West Blue Ridge Blvd., PANACO Bldg., Kansas City, MO 64145-1216

- ---------------------------------------------------------------------------------------------------------------
              (Address of principal executive offices)                                 (Zip Code)


                                                (816) 942-6300

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




- ---------------------------------------------------------------------------------------------------------------
              (Former name, former address and former fiscal year, if changed since last report)



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 as of March 31, 1996:

 Common Stock, $0.01 par value                                                        12,345,361

- --------------------------------                                          -------------------------------------
             Class                                                                  Number of Shares

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<PAGE>

<TABLE>

                                  PANACO, INC.
              Condensed Balance Sheets (Successful Efforts Method)
                                   (Unaudited)
                                  (As Restated)

<CAPTION>



 ASSETS                                                   As of                      As of
                                                      March 31, 1996           December 31, 1995
                                                 ------------------------   ------------------------
 CURRENT ASSETS:
<S>                                                <C>                        <C>                  
      Cash and cash equivalents                    $           1,528,000      $           1,198,000
     
      Accounts receivable                                      5,279,000                  4,386,000
      
      Prepaid expenses                                           183,000                    465,000
                                                 ------------------------   ------------------------
         
         Total Current Assets                                  6,990,000                  6,049,000
                                                 ------------------------   ------------------------



 OIL AND GAS PROPERTIES, AS DETERMINED BY THE
      SUCCESSFUL EFFORTS METHOD OF ACCOUNTING:
      Oil and gas properties                                 103,394,000                103,105,000
      Less: accumulated depreciation,
         depletion and amortization                         (76,035,000)               (73,620,000)
                                                 ------------------------   ------------------------
         Net Oil and Gas Properties                           27,359,000                 29,485,000
                                                 ------------------------   ------------------------


 PROPERTY, PLANT AND EQUIPMENT:                  
      
      Equipment                                                 243,000                    196,000
      
      Less: accumulated depreciation                           (102,000)                   (92,000)
                                                 ------------------------   ------------------------
         
         Net Property, Plant and Equipment                      141,000                    104,000
                                                 ------------------------   ------------------------


 OTHER ASSETS:
      
      Restricted deposits                                      1,745,000                          -
      
      Loan costs, net                                            410,000                    471,000
      
      Certificate of deposit                                      26,000                     26,000
      
      Note receivable                                             21,000                     21,000
      
      Other                                                       13,000                     13,000
                                                 ------------------------   ------------------------
         
         Total Other Assets                                    2,215,000                    531,000
                                                 ------------------------   ------------------------


 TOTAL ASSETS                                      $          36,705,000      $          36,169,000

                                                ========================   ========================




The accompanying notes to financial statements are an intregal part of this statement

                                       2
</TABLE>
<PAGE>

<TABLE>
                                  PANACO, INC.
              Condensed Balance Sheets (Successful Efforts Method)
                                   (Unaudited)
                                  (As Restated)
<CAPTION>



 LIABILITIES AND STOCKHOLDERS' EQUITY                                        As of                           As of
                                                                        March 31, 1996                 December 31, 1995
                                                                    -----------------------         ------------------------
 CURRENT LIABILITIES:
<S>                                                                                      <C>                               
      Accounts payable                                               $            4,404,000          $             4,444,000
                                                                                 
      
      Interest payable                                                              144,000                          161,000
      
      Current portion of long-term debt                                                   -                                -
                                                                    -----------------------         ------------------------
         
         Total Current Liabilities                                                4,548,000                        4,605,000
                                                                    -----------------------         ------------------------


 LONG-TERM DEBT                                                                                                  22,390,000
                                                                                 19,390,000
                                                                    -----------------------         ------------------------


 STOCKHOLDERS' EQUITY
      
      Preferred stock, ($.01 par value,
         1,000,000 shares authorized; no
         shares issued and outstanding)                                                  -                                -
      
      Common stock, ($.01 par value, 20,000,000 shares authorized and 12,345,361
         and 11,504,615 shares issued and outstanding, respectively)               123,000                          115,000
      Additional paid-in capital                                                23,090,000                       21,155,000
                                                                                
      Retained earnings (deficit)                                             (10,446,000)                     (12,096,000)
                                                                              
                                                                    -----------------------         ------------------------
         
         Total Stockholders' Equity                                             12,767,000                        9,174,000
                                                                    -----------------------         ------------------------









 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $          36,705,000           $          36,169,000
                                                                      ======================          ======================
                                                                        






The accompanying notes to financial statements are an intregal part of this statement

                                       3
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<PAGE>

<TABLE>

                                  PANACO, INC.
                Statements of Income (Successful Efforts Method)
                      For the Three Months Ended March 31,
                                   (Unaudited)
                                  (As Restated)

<CAPTION>


                                                            1996                     1995
                                                     -------------------      -------------------
 REVENUES
<S>                                                      <C>                      <C>           
      Oil and natural gas sales                          $    8,345,000           $    5,476,000
      Futures contracts                                     (1,006,000)                        -
                                                                                               
                                                     -------------------      -------------------
         Total                                                7,339,000                5,476,000
                                                     -------------------      -------------------

 COSTS AND EXPENSES
      General & administrative                                  185,000                  180,000
      Depletion, depreciation & amortization                  2,486,000                2,455,000
      
      Exploration expenses                                            -                        -
      
      Provision for losses and (gains) on
         disposition and write-downs of assets                        -                        -
      Lease operating                                         2,355,000                1,546,000
      Taxes                                                     211,000                  380,000
                                                     -------------------      -------------------
         Total                                                5,237,000                4,561,000
                                                     -------------------      -------------------

 NET OPERATING INCOME                                         2,102,000                  915,000
                                                     -------------------      -------------------

 OTHER INCOME (EXPENSE)
      Interest expense (net)                                  (452,000)                (289,000)
                                                     -------------------      -------------------


 NET INCOME BEFORE INCOME TAXES                               1,650,000                  626,000

 
 INCOME TAXES                                                         -                        -
                                                     -------------------      -------------------


 NET INCOME                                              $    1,650,000          $       626,000
                                                     ===================      ===================


                                                                          
 Net income per share                                    $         0.14          $          0.06
                                                     ===================      ===================

            








The accompanying notes to financial statements are an intregal part of this statement

                                       4
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<PAGE>

<TABLE>
                                  PANACO, INC.
                  Statement of Changes in Stockholders' Equity
                                   (Unaudited)
                                  (As Restated)

<CAPTION>

                                                                                             Amount ($)
                                        Number of                                  Additional            Retained
                                         Common                  Common              Paid-in             Earnings
                                         Shares                  Stock               Capital             (Deficit)
                                    -----------------      ------------------   -----------------    -----------------

<S>                <C> <C>                <C>                  <C>                  <C>                 <C>          
 Balance, December 31, 1995               11,504,615           $     115,000        $ 21,155,000        $(12,096,000)

 Net income                                        -                      -                    -            1,650,000
                                                                                             

 Common shares issued - warrants
 exercised and ESOP contributions            840,746                   8,000           1,935,000                    -
                                                                                                          

                                    -----------------      ------------------   -----------------    -----------------

 Balance, March 31, 1996                  12,345,361           $     123,000        $ 23,090,000        $(10,446,000)

                                    =================      ==================   =================    =================


















The accompanying notes to financial statements are an intregal part of this statement

                                       5
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<PAGE>

<TABLE>

                                  PANACO, INC.
                             Statement of Cash Flows
                          Three Months Ended March 31,
                                   (Unaudited)
                                  (As Restated)

                                                                         1996                    1995
<CAPTION>
                                                                   -----------------       -----------------
 CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                   <C>                     <C>          
      Net income                                                      $   1,650,000           $     626,000
      Adjustments to reconcile net income to net cash
      provided by operating activities:
         Depletion, depreciation and amortization                         2,425,000               2,380,000
         
         Amortization of loan costs                                          61,000                  75,000
         
         Changes in operating assets and liabilities:
             Certificates of Deposits - escrow                                    -                  22,000
             Accounts receivable                                          (893,000)                 270,000
             Prepaid expenses                                               282,000                  62,000
             
             Other assets                                                         -                   1,000       
                                                                                  
             Accounts payable                                                66,000               (130,000)
                                                                             
             
             Interest payable                                              (17,000)                (41,000)
                                                                   -----------------       -----------------
                         Net cash provided by operating activities        3,574,000               3,265,000
                                                                   -----------------       -----------------

 CASH FLOWS FROM INVESTING ACTIVITIES:
         
         Sale of oil and gas properties                                           -                       -
         
         Capital expenditures and acquisitions                            (289,000)               (575,000)
         Purchase of other property and equipment                          (47,000)                 (2,000)
         Increase in restricted deposits                                (1,745,000)                       -
                                                                                                          
                                                                   -----------------       -----------------
                         Net cash used by investing activities          (2,081,000)               (577,000)
                                                                   -----------------       -----------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
         Repayment of long-term debt                                    (3,000,000)             (3,500,000)
         Issuance of common stock-exercise of warrants                    1,837,000               1,373,000
                                                                   -----------------       -----------------
             Net cash provided (used) by financing activities           (1,163,000)             (2,127,000)
                                                                   -----------------       -----------------

 NET INCREASE (DECREASE) IN CASH                                            330,000                 561,000

 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                           1,198,000               1,583,000
                                                                   -----------------       -----------------

 CASH AND CASH EQUIVALENTS AT MARCH 31,                               $   1,528,000           $   2,144,000
                                                                   =================       =================

      Supplemental  disclosures  of cash flow  information:  Cash paid for three
         months ended March 31:
                         Interest                                     $     469,000           $     329,000

      Disclosure of accounting policies:
        1.  For purposes of the statement of cash flows,  the Company  considers
            all highly liquid debt instruments  purchased with a maturity of six
            months or less to be cash equivalents.
        2.  24,220 Common Shares were issued related to the Company's ESOP in a non-cash
             transaction.



The accompanying notes to financial statements are an intregal part of this statement

                                       6
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<PAGE>




                                                       PANACO, INC.
                                              NOTES TO FINANCIAL STATEMENTS
                                                      (As Restated)


     1. In the  opinion of  management,  the  accompanying  unaudited  financial
statements  contain all  adjustments  necessary to present  fairly the financial
position  as of March  31,  1996  and  December  31,  1995  and the  results  of
operations  and changes in  stockholders'  equity and cash flows for the periods
ended March 31, 1996 and 1995. Most adjustments made to the financial statements
are of a normal,  recurring nature. Other adjustments,  if any, are discussed in
later notes.

     2.  Effective  December  31,  1995,  the  Company  changed  its  method  of
accounting  for oil  and  gas  operations  from  the  full  cost  method  to the
successful  efforts  method.  Management  concluded that the successful  efforts
method will better enable investors and others to compare the Company to similar
oil and gas  companies,  the  majority of which  follow the  successful  efforts
method.

     Under  the  successful   efforts  method,   lease   acquisition  costs  are
capitalized.   Exploratory   drilling   costs  are  also   capitalized   pending
determination  of proved  reserves.  If proved reserves are not discovered,  the
exploratory costs are expensed. All development costs are capitalized. Provision
for depreciation and depletion is determined on a field-by-field basis using the
unit-of-production   method.   The  carrying  amounts  of  proven  and  unproved
properties are reviewed periodically on a  property-by-property  basis, based on
future net cash flows  determined by an independent  engineering  firm,  with an
impairment reserve provided as conditions warrant.

       The Company  recognizes  its  ownership  interest in oil and gas sales as
revenue. It records revenues on an accrual basis,  estimating volumes and prices
for any  months  for  which  actual  information  is not  available.  If  actual
production  sold  differs  from its  allocable  share of  production  in a given
period,  such  differences  would be recognized as deferred  revenue or accounts
receivable.

     Capital costs of oil and gas  properties  including the estimated  costs to
develop proved reserves and estimated  future costs of capital  expenditures and
plugging offshore wells and removing  structures,  are amortized on the units of
production  method,  using the ratio of  current  production  to the  calculated
future production from the remaining proved oil and gas reserves.

     Reserve determinations are subject to revision due to inherent imprecisions
in  estimating  reserves  and are  revised  as  additional  information  becomes
available.

     3. The results of operations  for the three months ended March 31, 1996 are
not necessarily indicative of the results to be expected for the full year.

     4. The net income per share for the three  months  ended March 31, 1996 and
1995 has been  calculated  on 12,068,412  and  11,167,237  fully diluted  shares
outstanding, respectively.

     5. The reserves  presented in the following table are based upon reports of
independent  petroleum  engineers  and are  estimates  only  and  should  not be
construed as being exact  amounts.  All reserves  presented are proved  reserves
that are defined as estimated  quantities  which geological and engineering data
demonstrate  with  reasonable  certainty to be  recoverable in future years from
known reservoirs under existing economic and operating conditions.

                                       7
<PAGE>




Proved developed and undeveloped reserves        Oil                  Gas
                                                (Bbls)               (Mcf)

December 31, 1995                              1,900,000           46,711,000
Purchase of minerals-in-place                        -0-                  -0-
Production                                      (95,000)          (2,318,000)
Sale of minerals-in-place                            -0-                  -0-
Revisions of previous estimates                      -0-                  -0-
Estimated reserves at March 31, 1996           1,805,000          44,393,000

No major  discovery or other favorable or adverse event has caused a significant
change in the estimated  proved  reserves since March 31, 1996. The Company does
not  have  proved  reserves  applicable  to  long-term  supply  agreements  with
governments  or  authorities.  All  proved  reserves  are  located in the United
States.

     6. The  Company's  common stock is quoted on the National  Market System of
NASDAQ. The last trade on March 29 was at $3.75 per share.

     7.  Generally  accepted  accounting  principles  require  the  Net  Profits
Interest, assigned to the Company's lenders in 1991, to be treated as a discount
of the note payable,  and the discount amortized over the life of the loan. This
resulted  in an  effective  interest  rate on the note of 12.88%.  This note was
repaid with the proceeds of the July 1, 1994 financing discussed later.

     8. The  Company is party to various  escrow  agreements  which  provide for
monthly deposits into escrow accounts to satisfy future plugging and abandonment
obligations.  The terms of the agreements vary as to deposit amounts, based upon
fixed monthly amounts or percentages of the properties' net income. With respect
to  plugging  and  abandoning  operations,  funds are  partially  or  completely
released  upon the  presentation  by the Company to the escrow agent of evidence
that  the  operation  was  conducted  in  compliance  with  applicable  laws and
regulations.   These  amounts  are  included  on  the  financial  statements  as
Restricted Deposits.

     9. At December 31, 1995 the Company had net  operating  loss  carryforwards
for federal  income tax purposes of  $15,765,000  which are  available to offset
future federal taxable income through the year 2010.

                                       8
<PAGE>



PART I
                                     Item 2.
                           MANAGEMENT'S DISCUSSION AND
                         ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                                  (As Restated)

General

         The oil and gas  industry has  experienced  significant  volatility  in
recent years  because of the  oversupply  of most fossil  fuels  relative to the
demand for such products and other  uncertainties  in the world energy  markets.
These  industry  conditions  should  be  considered  when this  analysis  of the
Company's operations is read. Accordingly, the energy market has been unsettled,
making it difficult to predict future prices.


Liquidity and Capital Resources

         The price  received for natural gas  averaged  $2.47 per Mcf and $17.01
per barrel for oil for the three month period ended March 31, 1996. Cash flow is
currently  being used to reduce  liabilities,  pay  general  and  administrative
overhead and drill and rework wells.

         At March 31, 1996, 75% of the Company's  total assets were  represented
by oil and gas properties, net of depreciation, depletion and amortization.

         The Company borrowed  $21,564,000 in 1991,  collateralized  by the West
Delta offshore properties and its onshore properties. The lenders received a net
profits  interest  (NPI) in the West Delta  properties.  During the three months
ended March 31, 1996,  payments  with  respect to this NPI averaged  $53,000 per
month.  This NPI,  originally  valued at  $1,801,572,  was treated as a discount
reducing the note payable and increasing the effective interest rate of the note
to 12.888 % for periods prior to July 1, 1994 when this loan was repaid with the
proceeds of the financing described below.

         Effective  December 31, 1993 the Company  entered into a Senior  Second
Mortgage Term Loan Agreement with a group of seven lenders  represented by Kayne
Anderson Investment Management, Inc. The loan agreement permitted the Company to
borrow $5,000,000 to fund capital projects during 1994 and, at the discretion of
the lenders,  a second  $5,000,000  which may be borrowed in connection  with an
acquisition.  The  $5,000,000  loaned to the Company  under this loan  agreement
requires  payments  of  interest  only,  45 days after the end of each  calendar
quarter,  at a rate of 12% per annum.  The Company  may deliver PIK  (payment in
kind) notes in  satisfaction  of up to $1,000,000 in interest  obligations.  The
loan agreement contains certain financial  covenants  including  restrictions on
other  indebtedness  and payment of dividends.  The note matures on December 31,
1999 and is  secured  by a second  mortgage  on most of the  Company's  existing
offshore oil and gas properties.  The lenders were issued 815,256 (816,256 after
other  adjustments)  shares of common  stock at an  exercise  price of $2.25 per
share,  anytime  prior to December 31, 1998. In the three months ended March 31,
1996 all of these options were exercised.

         On July 1, 1994 the Company entered into a Credit  Agreement with First
Union  National  Bank of North  Carolina,  as the  agent for  Lenders  Signatory
thereto ("Primary Credit  Facility").  Initially the only lender was First Union
National Bank of North Carolina.  Banque Paribas has become a 35% participant in
this facility.  The loan is a reducing  revolver designed to provide the Company
up to $30 million  depending on the  Company's  borrowing  base.  The  Company's
borrowing  base at March 31,  1996 was $19.5  million  ($22  million at April 1,
1996). The principal amount of the loan is due July 1, 1998. However, at no time
may the Company have outstanding borrowings under the Credit Agreement in excess
of its borrowing  base.  Should the borrowing base ever be determined to be less
than the outstanding  principal owed under the Credit Agreement the Company must
immediately pay that difference to the lenders. Interest on the loan is computed
at the bank's prime rate or at 1 to 1 3/4% (depending upon the percentage of the
facility being used) over the applicable London Interbank Offered Rate ("LIBOR")
on Eurodollar loans. Eurodollar loans can be for terms of one, two, three or six
months and interest on such loans is due at the  expiration of the terms of such
loans,  but no less  frequently than every three months.  Management  feels that
this loan arrangement  greatly facilitates its ability to make necessary capital
expenditures  to maintain and improve  production  from its properties and makes
available to the Company additional funds for future acquisitions.

                                       9
<PAGE>

         Pursuant  to  existing  agreements  the  Company is required to deposit
funds in escrow accounts to assure  satisfaction of its eventual  responsibility
to plug and abandon wells and remove  structures  when certain  fields no longer
produce oil and gas. Commencing in January 1996 the Company deposits $25,000 per
month in escrow until such time as  $1,500,000  has been  deposited,  to satisfy
such obligations  with respect to the Bayou Sorrel Field.  Each month $25,000 is
deposited,   until  another  $575,000  has  been  deposited,   to  satisfy  such
obligations with respect to a portion of its West Delta properties. Pursuant the
Company's   agreement  to  acquire  the  offshore   properties  of  with  Zapata
Exploration  Company,  it agreed to escrow 80% of the net  income  from the East
Breaks  Fields  until  such  time  as the  Minerals  Management  Service  of the
Department of the Interior,  which has jurisdiction  over oil and gas operations
in the Outer Continental Shelf, has approved the transfer of East Breaks 109 and
110 to the Company, which approval is expected during third quarter 1996.

Under a swap  agreement  the  Company  has hedged  the price of  natural  gas by
selling the  equivalent  of 15,000  MMBTU per day for 1996 at fixed prices which
range  from  $2.25  for  January  to  $1.75  for  July  . If the  closing  price
(settlement  price) on NYMEX for natural  gas  futures is greater  than the swap
price for a given month the Company must pay that  difference  to the bank which
effected the swap. If the settlement  price is less than the swap price the bank
must pay that  difference to the Company.  By entering into the swap in December
1995 the  Company  locked in the fixed  prices on 15,000  MMBTU per day for each
month in 1996.  Because  settlement prices have been above the fixed prices each
month the Company  has been  required  to pay the  difference  to the bank which
effected the swap. Since the Company sells its natural gas on the spot market it
realizes  prices  which   approximate  the  settlement  prices  on  NYMEX,  less
differences  for  transportation  due to  pipeline  locations  that are  varying
distances from Henry Hub, Louisiana which is the delivery point used for natural
gas futures on NYMEX.  Generally  these  differences are  anticipatable  and not
significant.  However,  to the extent that these differences  become significant
the  Company  may  realize  more or less  on its  spot  sales  of gas  than  was
anticipated  and  may be  impacted  beneficially  or  detrimentally  by  erratic
fluctuations in the natural gas spot market or the futures market on NYMEX. Both
such  eventualities  have occurred so far this year. These erratic  fluctuations
which have  characterized  the natural gas market in recent  months have exposed
the Company to market and credit risks.  In those months in which the spot price
is below the  settlement  price,  the net amount  realized by the Company on its
total gas sales  would be  proportionately  reduced by the swap  agreements.  At
present  natural gas futures on NYMEX for the  remaining  months of 1996 are all
above the fixed prices under the swap agreement and the Company anticipates that
this will  result  in its  realizing  less for its  natural  gas due to  amounts
required for payments to the bank under the swap agreement.  Management  entered
into the swap  agreement  to assure the Company of not  receiving  less than the
fixed prices  established  under the  agreement  for at least 15,000  MMBTU's of
natural gas per day in 1996. This gave the Company assurance that it would be in
a position to timely amortize its long-term  debt.  Long-term debt had increased
with acquisitions of the Zapata offshore  properties and Bayou Sorrel Field from
Shell.  Management  has generally  used hedge  transactions  to protect its cash
flows when long-term debt has been higher and refrained from hedge  transactions
when long-term debt has been lower. For accounting purposes,  gains or losses on
swap  transactions  are  recognized  in the  production  month  to  which a swap
contract  relates.  The Fair Value of these swap  transactions at March 31, 1996
was ($3,200,000) due to the high natural gas futures market prices on that date.

         During 1995 the Company  raised  $3,173,000  in equity by virtue of the
exercise of options and warrants.  Through March 31, 1996 the Company had raised
$1,837,000 in equity as a result of the exercise of warrants.


                                       10
<PAGE>



Results of Operations


         Oil and natural gas sales  increased  53% for the first three months of
1996 primarily due to higher oil and natural gas prices. A futures contract loss
of $1.0  million  offset this  increase,  resulting  in a 34%  increase in total
revenues.

         Natural gas prices averaged $2.47 per Mcf during the first three months
of 1996  compared  with $1.48 for the same period in 1995.  Oil prices  averaged
$17.01 per barrel  during the first three months in 1996  compared to $16.86 for
the same period in 1995.

         Oil production increased to 95,000 barrels in the first three months in
1996 from  38,000  barrels in the same period in 1995.  Natural  gas  production
declined to 2,318,000  Mcf in the first three  months in 1996 from  3,262,000 in
the same  period  in 1995  primarily  due to  decline  in  production  from four
horizontal wells drilled in 1994.

         Futures  contracts  resulted  in a loss of $1.0  million  for the first
three  months in 1996.  The Company  entered  into a natural gas swap  agreement
beginning  January 1, 1996 for the  delivery of 15,000  MMBTU of gas each day in
1996 with  contract  prices  ranging from $1.7511 per MMBTU to $2.253 per MMBTU.
Prior to this agreement,  the Company had entered into a natural gas price floor
contract  that  expired  December,  1994 and a natural gas swap  agreement  that
expired September, 1993.

         Lease operating  expenses  remained  constant at 28% of oil and natural
gas sales for the first  three  months of 1996  compared  to the same  period in
1995. The increase in the dollar amount of lease operating expenses is primarily
due to the additional five offshore properties purchased from Zapata Exploration
Company in July,  1995 and the Bayou Sorrel Field purchased from Shell Western E
& P, Inc. in December, 1995.

         Taxes decreased to 2.5% of oil and natural gas sales in the first three
months  of 1996 from 6.9% of oil and  natural  gas sales for the same  period in
1995. The decrease is due to the shift in the Company's  production volumes from
state locations  subject to severance taxes to federal  offshore waters that are
not subject to such taxes.

         Interest expense (net) increased 56% for the first three months of 1996
compared  to the same  period  in 1995  primarily  due to the  increase  in debt
incurred in December  1995 in  connection  with the purchase of the Bayou Sorrel
Field from Shell Western E & P, Inc.

     The Company  currently does not intend to pay dividends with respect to its
Common Shares but rather intends to retain and reinvest its cash flow.


                                       11
<PAGE>


PART II.
                                OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

         A lawsuit has been filed against the Company seeking $700,000, relating
to a gas  gathering  system in Oklahoma.  The Company has filed a counter  claim
against the plaintiff  alleging  fraud,  asking that the contract,  which is the
subject of the suit, be declared void. Management feels that the suit is without
merit and can be disposed  of for less than the amount  claimed,  although  this
amount cannot be reasonably estimated.

ITEM 2.           CHANGES IN SECURITIES

         None

ITEM 3.           DEFAULT UPON SENIOR SECURITIES

         None

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5.           OTHER INFORMATION

         On April 24, 1996 the Company  experienced a fire,  caused by a service
company,  which has  forced  the shut down of Tank  Battery #3 in the West Delta
Field. There were no personnel injuries or environmental damage. It is estimated
that the field will be shut-in until mid August while repairs are made.


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

     27   Financial Data Schedule 

Reports

         On March 26, 1996 the Company filed a Current Report,  Amendment Number
1 on Form 8-K/A describing its  acquisition,  on December 27, 1995, of the Bayou
Sorrel Field in Iberville Parish, Louisiana from Shell Western E & P, Inc.


                                                     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.

                                                      PANACO, INC.


Date:    July 11, 1996                     /s/ Todd  R. Bart  
                                           Todd R. Bart, Chief Financial Officer




                                       12


<PAGE>



                                  PANACO, Inc.
                               Index to Exhibits

Exhibit No.
- -------------


     27        Financial Data Schedule




<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>   882074                      
<NAME>  PANACO, Inc.                       
<MULTIPLIER> 1                                  

       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1995  

<PERIOD-END>                                   MAR-31-1996

<CASH>                                         1,528,000
<SECURITIES>                                           0
<RECEIVABLES>                                  5,279,000
<ALLOWANCES>                                           0
<INVENTORY>                                            0
<CURRENT-ASSETS>                               6,990,000
<PP&E>                                       103,637,000
<DEPRECIATION>                                76,137,000
<TOTAL-ASSETS>                                36,705,000
<CURRENT-LIABILITIES>                          4,548,000
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                         123,000                                       
<OTHER-SE>                                    23,090,000
<TOTAL-LIABILITY-AND-EQUITY>                  36,705,000
<SALES>                                        8,345,000
<TOTAL-REVENUES>                               7,339,000
<CGS>                                                  0
<TOTAL-COSTS>                                  5,237,000
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                               452,000
<INCOME-PRETAX>                                1,650,000
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                            1,650,000
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0   
<CHANGES>                                              0
<NET-INCOME>                                   1,650,000
<EPS-PRIMARY>                                        .14
<EPS-DILUTED>                                        .14
        



</TABLE>


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