PANACO INC
10-Q, 1996-08-15
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

                                    FORM 10-Q


         (Mark One)

         [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 1996




         [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                         Commission File Number 0-26662


                                  PANACO, Inc.
             (Exact name of registrant as specified in its charter)


  Delaware                                           43 - 1593374

  (State or other jurisdiction of         (I.R.S. EmployerIdentification Number)
   incorporation or organization)

   1050 West Blue Ridge Boulevard, PANACO Building,
            Kansas City, MO                                      64145-1216

     (Address of principal executive offices)                    (Zip Code)

      Registrant's telephone number, including area code: (816) 942 - 6300






         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 _______ .




    12,345,361  shares of the  registrant's  $.01 par value  Common  Stock  were
outstanding as of June 30, 1996.



                                       
<PAGE>

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

<CAPTION>


 ASSETS                                                  As of                      As of
                                                     June 30, 1996            December 31, 1995
                                                ------------------------   ------------------------
 CURRENT ASSETS:
<S>                                               <C>                        <C>                  
      Cash and cash equivalents                   $           1,248,000      $           1,198,000
      Accounts receivable                                     3,913,000                  4,386,000
      Prepaid expenses                                          505,000                    465,000
                                                ------------------------   ------------------------
         Total Current Assets                                 5,666,000                  6,049,000
                                                ------------------------   ------------------------


 OIL AND GAS PROPERTIES, AS DETERMINED BY THE
      SUCCESSFUL EFFORTS METHOD OF ACCOUNTING:
      Oil and gas properties                                106,493,000                103,105,000
      Less: accumulated depreciation,
         depletion and amortization                        (77,303,000)               (73,620,000)
                                                ------------------------   ------------------------
         Net Oil and Gas Properties                          29,190,000                 29,485,000
                                                ------------------------   ------------------------


 PROPERTY, PLANT AND EQUIPMENT:
      Equipment                                                 248,000                    196,000
      Less: accumulated depreciation                          (112,000)                   (92,000)
                                                ------------------------   ------------------------
         Net Property, Plant and Equipment                      136,000                    104,000
                                                ------------------------   ------------------------


 OTHER ASSETS:
      Restricted deposits                                     1,735,000                          -
      Loan costs, net                                           362,000                    471,000
      Certificate of deposit                                     27,000                     26,000
      Note receivable                                            21,000                     21,000
      Other                                                      13,000                     13,000
                                                ------------------------   ------------------------
         Total Other Assets                                   2,158,000                    531,000
                                                ------------------------   ------------------------


 TOTAL ASSETS                                     $          37,150,000      $          36,169,000
                                                ========================   ========================

</TABLE>



                                       


<PAGE>

<TABLE>


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

<CAPTION>


 LIABILITIES AND STOCKHOLDERS' EQUITY                                        As of                            As of
                                                                         June 30, 1996                  December 31, 1995
                                                                    ------------------------         -----------------------
 CURRENT LIABILITIES:
<S>                                                                   <C>                                                 <C>
      Accounts payable                                                $           6,703,000            $          4,444,000
                                                                                                                 
      Interest payable                                                              239,000                         161,000
      Current portion of long-term debt                                                   -                               -
                                                                    ------------------------         -----------------------
         Total Current Liabilities                                                6,942,000                       4,605,000
                                                                    ------------------------         -----------------------


 LONG-TERM DEBT                                                                  18,390,000                      22,390,000
                                                                    ------------------------         -----------------------


 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)                                              (11,395,000)                    (12,096,000)
                                                                    ------------------------         -----------------------
         Total Stockholders' Equity                                              11,818,000                       9,174,000
                                                                    ------------------------         -----------------------









 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $          37,150,000           $           36,169,000
                                                                    ========================         =======================
</TABLE>



                                       
<PAGE>



                                  PANACO, INC.
                Statements of Income (Successful Efforts Method)
                        For the Six Months Ended June 30,
                                   (Unaudited)



                                                 1996                    1995
REVENUES
     Oil and natural gas sales               $12,732,000              $9,659,000
     Futures contracts                       (1,924,000)                       0
                                             ----------                        -
        Total                                 10,808,000               9,659,000
                                             -----------              ----------
COSTS AND EXPENSES
     General & administrative                    382,000                 314,000
     Depletion, depreciation & amortization    3,812,000               4,398,000
     Exploration expenses                              0               2,174,000
     Provision for losses and (gains) on
        disposition and write-downs of assets          0                       0
     Lease operating                           4,184,000               3,617,000
     Taxes                                       327,000                 626,000
                                                 -------                 -------
        Total                                  8,705,000              11,129,000
                                               ---------              ----------

NET OPERATING INCOME (LOSS)                    2,103,000             (1,470,000)
                                               ---------             ---------- 

OTHER INCOME (EXPENSE)
     Interest expense (net)                    (902,000)               (479,000)
                                               --------                -------- 


NET INCOME (LOSS) BEFORE INCOME TAXES
     & EXTRAORDINARY ITEM                      1,201,000             (1,949,000)

INCOME TAXES                                           0                       0
                                              ----------             -----------


NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM    1,201,000             (1,949,000)

EXTRAORDINARY LOSS                             (500,000)                       0
                                               --------                        -

NET INCOME (LOSS)                               $701,000            ($1,949,000)
                                                ========            =========== 


Net income (loss) per share                        $0.06                 ($0.17)
                                                   =====                 ====== 





                                       
<PAGE>



                                  PANACO, INC.
                Statements of Income (Successful Efforts Method)
                       For the Three Months Ended June 30,
                                   (Unaudited)



                                                 1996                    1995
REVENUES
     Oil and natural gas sales                $4,387,000              $4,183,000
     Futures contracts                         (918,000)                       0
                                               --------                        -
        Total                                  3,469,000               4,183,000
                                               ---------               ---------

COSTS AND EXPENSES
     General & administrative                    197,000                 134,000
     Depletion, depreciation & amortization    1,326,000               1,943,000
     Exploration expenses                              0               2,174,000
     Provision for losses and (gains) on
        disposition and write-downs of assets          0                       0
     Lease operating                           1,829,000               2,071,000
     Taxes                                       116,000                 246,000
                                                 -------                 -------
        Total                                  3,468,000               6,568,000

NET OPERATING INCOME (LOSS)                        1,000             (2,385,000)
                                                   -----             ---------- 

OTHER INCOME (EXPENSE)
     Interest expense (net)                    (450,000)               (190,000)
                                               --------                -------- 


NET INCOME (LOSS) BEFORE INCOME TAXES
     & EXTRAORDINARY ITEM                      (449,000)             (2,575,000)

INCOME TAXES                                           0                       0
                                               ---------             -----------


NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM    (449,000)             (2,575,000)

EXTRAORDINARY LOSS                             (500,000)                       0
                                               --------              -----------

NET INCOME (LOSS)                             ($949,000)            ($2,575,000)
                                              =========             =========== 


Net income (loss) per share                      ($0.08)                 ($0.22)
                                                 ======                  ====== 





                                       
<PAGE>


<TABLE>

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


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

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

Net income                                    0               0                    0             701,000

Common shares issued - warrants
exercised and ESOP contributions        840,746           8,000            1,935,000                   0
                                        -------           -----            ---------             -------


Balance, June 30, 1996               12,345,361        $123,000          $23,090,000       $(11,395,000)
                                     ==========        ========          ===========       ============ 
</TABLE>






                                       

<PAGE>

<TABLE>


                                  PANACO, INC.
                             Statement of Cash Flows
                            Six Months Ended June 30,
                                   (Unaudited)
<CAPTION>

                                                                             1996                    1995
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                          <C>                   <C>         
     Net income (loss) before extraordinary item                             $1,201,000            ($1,949,000)

     Adjustments to reconcile net income (loss) before
     extraordinary item to net cash provided by operating
     activities:
        Depletion, depreciation and amortization                              3,703,000               4,248,000
        Exploration expenses                                                          0               2,174,000
        Amortization of loan costs                                              109,000                 150,000

        Changes in operating assets and liabilities:
            Certificates of Deposits - escrow                                   (1,000)                  21,000
            Accounts receivable                                                 473,000                 651,000
            Prepaid expenses                                                   (40,000)               (205,000)
            Other assets                                                              0                  44,000
            Accounts payable                                                  2,365,000               1,270,000
            Interest payable                                                     78,000               (106,000)
            Extraordinary loss - fire loss                                    (500,000)                       0
                                                                              --------                ---------
                       Net cash provided by operating activities              7,388,000               6,298,000
                                                                              ---------               ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Sale of oil and gas properties                                                0                   2,000
        Capital expenditures and acquisitions                               (3,388,000)             (2,038,000)
        Purchase of other property and equipment                               (52,000)                 (2,000)
        Increase in restricted deposits                                     (1,735,000)                       0
                                                                            ----------              -----------
                       Net cash used by investing activities                (5,175,000)             (2,038,000)
                                                                            ----------              ---------- 

CASH FLOWS FROM FINANCING ACTIVITIES:
        Repayment of long-term debt                                         (4,000,000)             (7,000,000)
        Issuance of common stock-exercise of warrants                         1,837,000               2,476,000
                                                                              ---------               ---------
            Net cash provided (used) by financing activities                (2,163,000)             (4,524,000)
                                                                            ----------              ---------- 

NET INCREASE (DECREASE) IN CASH                                                  50,000               (264,000)

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

CASH AND CASH EQUIVALENTS AT JUNE 30,                                        $1,248,000              $1,319,000
                                                                             ==========              ==========

     Supplemental disclosures of cash flow information: Cash paid for six months
        ended June 30:
                       Interest                                                $774,000                $587,000
</TABLE>

     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.






                                       
<PAGE>





                                  PANACO, INC.
                          NOTES TO FINANCIAL STATEMENTS



1. In the opinion of management, the accompanying unaudited financial statements
contain all adjustments necessary to present fairly the financial position as of
June 30, 1996 and December 31, 1995 and the results of operations and changes in
stockholders'  equity and cash  flows for the  periods  ended June 30,  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 six months  ended June 30,  1996 are not
indicative  of the results to be expected  for the full year.  On April 24, 1996
the Company  experienced an explosion and fire at Tank Battery #3 in West Delta.
Since that time,  the fields have been shut-in  while repairs are being made. No
revenues  for the 67  remaining  days in the  second  quarter  of 1996 have been
recorded,  while at the same  time,  a large  part of lease  operating  expenses
associated  with West Delta are fixed costs,  and have stayed at relatively  the
same level as before the fire.  Production taxes decreased as a result of the 67
days without  production from West Delta in the second quarter,  a large part of
which is in Louisiana State waters and is subject to severance  taxes.  Interest
expense is also up as a result of the fire due to reduced  cash  flows,  coupled
with increased  spending to repair Tank Battery #3. The Company did not begin to
receive  reimbursement  from  insurance for  repairing the platform  until third
quarter,  1996. The Company estimates that the field will begin production again
in September 1996, which will also have an impact on third quarter results.

4. The net income per share for the six months  ended June 30, 1996 and 1995 has
been  calculated  based on 12,345,361  and  11,848,649  weighted  average shares
outstanding,  respectively and 12,206,886 and 11,509,728 weighted average shares
for the three months ended June 30, 1996 and 1995, respectively.

                                       
<PAGE>

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.


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                                        (151,000)          (3,666,000)
Sale of minerals-in-place                               -0-                  -0-
Revisions of previous estimates                         -0-                  -0-
                                                -----------          -----------
Estimated reserves at June 30, 1996               1,747,000          43,005,000
                                                ===========          ==========

No major  discovery or other favorable or adverse event has caused a significant
change in the estimated  proved  reserves  since June 30, 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 June 28 was at $4.1875 per share.

     7. 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  abandonment  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.

     8. On April 24, 1996 the Company  experienced an explosion and fire on Tank
Battery #3 in West Delta.  The fire was caused by a service  company  performing
work on the  facility.  The  extraordinary  loss  from the fire is  management's
estimate of the Company's shortfall on insurance  reimbursement of repairing the
facilities,  which  includes a $225,000  deductible.  The  Company  will seek to
recover  these costs,  along with lost  profits,  from the company whose workers
caused the fire.

     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.



                                       
<PAGE>



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

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

     As discussed in notes to the financial statements,  the Company experienced
an  explosion  and fire on  April  24,  1996 at Tank  Battery  #3 in West  Delta
resulting  in the  fields  being  shut-in  to  date.  The  loss  of 67  days  of
production,  a corresponding  decrease in expenses and an extraordinary  loss on
repairing of the facility caused a ($.08) per share loss, compared to a $.05 per
share gain from previous earnings projections.

     The shut-in of West Delta brought about a loss in revenues of $2.4 million.
The decrease in production  also brought about a decrease in operating  taxes of
$75,000,  as a portion of the production  from West Delta is in Louisiana  State
waters and is subject to State severance taxes.  Although production was shut in
for 67 days in the second  quarter,  resulting in a decrease in West Delta lease
operating  expenses of $350,000 from expected  levels, a large part of the lease
operating expenses in West Delta are fixed expenses and continue.

     The Company is incurring  the  expenditures  of repairing  the facility and
being  reimbursed by its insurance  company.  The Company began  receiving these
reimbursements  during the third  quarter of 1996.  These  repair  expenditures,
coupled with the decrease in net operating cash flows  discussed  above resulted
in higher borrowing levels and interest expense.

     The resulting  decrease in revenues,  net of the  corresponding  production
taxes, slightly lower lease operating expense levels and higher interest expense
decreased  current assets (cash and accounts  receivable) by approximately  $2.0
million at the end of second  quarter of 1996. The repair  expenditures  on Tank
Battery #3, with no corresponding insurance  reimbursement,  also decreased cash
and increased  accounts  payable and long-term  debt.  Through June 30, 1996 the
Company had paid  $500,000  for repairs of Tank  Battery  #3.  Accounts  payable
included another  $1,747,000 in expenditures that had been accrued but not paid.
These items combined to impact  current assets and  liabilities as well as limit
the Company's ability to pre-pay its long-term debt.

     The price  received for natural gas  averaged  $2.44 per Mcf and $19.50 per
barrel for oil for the three  month  period  ended June 30,  1996.  Cash flow is
currently  being used to reduce  liabilities,  pay  general  and  administrative
overhead and drill and rework wells.

     At June 30, 1996, 79% 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.  Due to the  explosion  and fire at Tank Battery #3, no NPI payments were
made in the three months ended June 30, 1996.

     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. By February 1996 all of these options
had been exercised.


                                       
<PAGE>

     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 June 30, 1996 was $21 million.  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.

     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  $500,000  has  been  deposited,   to  satisfy  such
obligations with respect to a portion of its West Delta properties.  Pursuant to
the  Company's   agreement  to  acquire  the  offshore  properties  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. In
addition, the Company has $8,150,000 in performance bonds to secure its plugging
and abandonment operations.

     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
remaining swap transactions at June 30, 1996 was ($ 2.6 million) due to the high
natural gas futures market prices on that date.



                                       
<PAGE>

     Through  the six months  ended  June 30,  1996 the  Company  had spent $3.4
million in capital  expenditures,  primarily for  development of its oil and gas
properties.  The  majority  of the  development  costs  were  incurred  to drill
developmental  wells in the Bayou  Sorrel Field and for the  Company's  share of
successfully  recompleting  two  wells on  Eugene  Island  Block  372,  which is
operated by Unocal.

     During  1995 the  Company  raised  $3,173,000  in  equity  by virtue of the
exercise of options and  warrants.  Through June 30, 1996 the Company had raised
$1,837,000 in equity as a result of the exercise of warrants.














                                       
<PAGE>



Results of Operations

For the six months ended June 30, 1996:

     Oil and  natural gas sales  increased  32% for the first six months of 1996
when compared to the same period in 1995.

     Natural gas  production  decreased  31% to 3,666,000  Mcf for the first six
months of 1996 from 5,284,000 Mcf for the same period in 1995.  This decrease is
primarily due to two factors:  67 days of no  production  from West Delta due to
the April 24, 1996 explosion and fire;  and higher  production in 1995 from West
Delta (above  anticipated  1996  production had the explosion not occurred) from
four horizontal wells drilled in 1994 that had declined significantly by the end
of 1995.  These two factors  were offset by the  production  from the Zapata and
Bayou Sorrel properties not owned during the second quarter of 1995.

     Oil  production was also reduced by the Tank Battery #3 explosion and fire,
however,  production  for the first six months of 1996 increased 135% to 151,000
barrels from 65,000 barrels in the same period in 1995. Oil production  from the
Zapata and Bayou  Sorrel  properties  more than  offset the  decrease  from West
Delta.

     On an Mcf equivalent basis, total oil and natural gas production  decreased
19% for the first six months in 1996 compared to the same period in 1995.

     These  reductions in production were more than offset by higher natural gas
prices in 1996 when compared to 1995.  Natural gas prices averaged $2.73 per Mcf
for the first six months in 1996  compared to $1.59 for the same period in 1995.
While oil prices decreased to $17.92 per barrel for the first six months in 1996
from $19.10 in 1995,  the increased  production as noted above offset this price
decline.

     Futures  contracts  resulted  in a loss of $1.9  million  for the first six
months in 1996.  This contract loss averaged $.52 per Mcf,  bringing the average
price  received per Mcf to $2.21.  This average price per Mcf received  compares
favorably with the $1.59 received in 1995.

     The Company entered into a natural gas swap agreement  beginning January 1,
1996 for the sale of 15,000 MMBTU of gas each day in 1996 with  contract  prices
ranging from $1.75 per MMBTU to $2.25 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.

     Depletion,  depreciation and  amortization  decreased 13% for the first six
months of 1996  primarily due to the decreased  production  from West Delta as a
result of the explosion and fire.

     Exploration  expenses in 1995 were due to two dry exploratory wells drilled
on South  Timbalier  Block 33 and Eugene Island Block 50 in the second  quarter.
The Company has not drilled any exploratory wells in 1996.

     Lease operating expenses decreased,  in part due to the changes in expenses
associated with the April 24, 1996 explosion and fire at Tank Battery #3 in West
Delta, to 33% of oil and natural gas sales for the first six months of 1996 from
37% for the same period in 1995.  A large part of the expenses of West Delta are
fixed in nature and continued,  even with the fields being  shut-in.  Higher oil
and natural gas sales in 1996 also  contributed  to the decrease as a percentage
of these amounts.

     The increase in the dollar amount of lease operating expenses for the first
six months of 1996 is primarily due to the five additional  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 six
months  of 1996 from 6.9% of oil and  natural  gas sales for the same  period in
1995. A part of the decrease is due to the 67 days of lost  production from West
Delta,  which has a large percentage of its production in Louisiana State waters
which are subject to severance taxes.




                                       

<PAGE>

     The decrease is also due to the shift in the Company's  production  volumes
from properties subject to severance taxes to federal offshore waters (primarily
the Zapata properties) that are not subject to such taxes.

     Interest  expense  (net)  increased  56% for the first  six  months of 1996
compared  to the same  period in 1995 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 April 24 West  Delta  explosion  and  repairs  resulting  in  decreased
discretionary  cash flows did not permit the Company to lower its long-term debt
levels as quickly as anticipated, and correspondingly contributed to an increase
in interest expense.














                                       
<PAGE>

For the three months ended June 30, 1996:

     Oil and natural gas sales  increased 5% for the three months ended June 30,
1996 when compared to the same period in 1995.

     Natural gas  production  decreased  33% to 1,348,000  Mcf for the first six
months of 1996 from 2,022,000 Mcf for the same period in 1995.  This decrease is
primarily due to two factors:  67 days of no  production  from West Delta due to
the April 24, 1996 explosion and fire;  and higher  production in 1995 from West
Delta (above  anticipated  1996  production had the explosion not occurred) from
four horizontal wells drilled in 1994 that had declined significantly by the end
of 1995.  These two  factors  are offset by the  production  from the Zapata and
Bayou Sorrel properties not owned in the second quarter of 1995.

     Oil  production was also reduced by the Tank Battery #3 explosion and fire,
however,  production  for the three months ended June 30, 1996 increased 107% to
56,000  barrels from 27,000  barrels in the same period in 1995.  Oil production
from the Zapata and Bayou Sorrel  properties  more than offset the decrease from
West Delta.

     On an Mcf equivalent basis, total oil and natural gas production  decreased
23% for the three  months  ended June 30,  1996  compared  to the same period in
1995.

     The  reductions in production  were more than offset by higher  natural gas
prices in 1996 when compared to 1995.  Natural gas prices averaged $2.44 per Mcf
for the three months  ended June 30, 1996  compared to $1.77 for the same period
in 1995.  While oil prices  decreased  to $19.50 per barrel for the three months
ended June 30, 1996 from $22.37 in 1995, the increased production as noted above
offset this price decline.

     Futures contracts resulted in a loss of $918,000 for the three months ended
June 30, 1996.  This contract  loss averaged $.68 per Mcf,  bringing the average
price received per Mcf to $1.76. This average price per Mcf remained  relatively
flat from the $1.77 received in 1995.

     Depletion, depreciation and amortization decreased 32% for the three months
ended June 30, 1996 primarily due to the decreased production from West Delta as
a result of the explosion and fire.

     Exploration  expenses in 1995 were due to two dry exploratory wells drilled
on South  Timbalier  Block 33 and Eugene Island Block 50 in the second  quarter.
The Company has not drilled any exploratory wells in 1996.

     Lease operating expenses decreased in part due to some expenses  associated
with the April 24, 1996 explosion and fire at Tank Battery #3 in West Delta,  to
42% of oil and natural gas sales for the three  months  ended June 30, 1996 from
46% for the same  period  in 1995.  A large  part of the  West  Delta  operating
expenses are fixed in nature and continued,  even with the fields being shut-in.
Higher oil and natural gas sales in 1996 also  contributed  to the decrease as a
percentage  of these  amounts.  The West Delta  operating  expense  decrease was
offset by  operating  expenses  associated  with the  Zapata  and  Bayou  Sorrel
properties not included in the 1995 lease operating expenses.


     Taxes  decreased  to 2.6% of oil and natural gas sales in the three  months
ended June 30,  1996 from 5.9% of oil and  natural gas sales for the same period
in 1995.  A part of the decrease is due to the 67 days of lost  production  from
West Delta,  which has a large  percentage of its production in Louisiana  State
waters which are subject to severance taxes.

     The decrease is also due to the shift in the Company's  production  volumes
from  properties  located in state waters subject to severance  taxes to federal
offshore waters  (primarily the Zapata  properties) that are not subject to such
taxes.

     Interest  expense (net)  increased 137% for the three months ended June 30,
1996 compared to the same period in 1995 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 April 24 West  Delta  explosion  and  repairs  resulting  in  decreased
discretionary  cash flows and did not permit the Company to lower its  long-term
debt levels as quickly as anticipated, which also caused an increase in interest
expense.

     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.




                                       
<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 West Delta. There
were no personnel  injuries or  environmental  damage.  It is estimated that the
fields will be shut-in until September while repairs are made.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

     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: August 14, 1996                       /s/Todd R.Bart             
                                            Todd R.Bart, Chief Financial Officer



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