STONE ENERGY CORP
10-Q, 1998-08-11
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, 1998

                                       or

 [ ] 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 1-12074


                            STONE ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                  72-1235413
  (State or other jurisdiction                    (I.R.S. employer
of incorporation or organization)               identification no.)


    625 E. Kaliste Saloom Road                          
       Lafayette, Louisiana                            70508
(Address of principal executive offices)            (Zip code)
                                                    
                                                 

                                                

       Registrant's telephone number, including area code: (318) 237-0410


     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 ___

     As of August 11, 1998,  there were  15,068,408  shares of the  Registrant's
Common Stock, par value $.01 per share, outstanding.


<PAGE>



                                TABLE OF CONTENTS


                                                                            Page
                                     PART I

Item 1.           Financial Statements:
                    Condensed Consolidated Balance Sheet
                      as of June 30, 1998 and December 31, 1997..........      1

                    Condensed Consolidated Statement of Operations
                      for the Three- and Six-Month Periods Ended 
                      June 30, 1998 and 1997.............................      2

                    Condensed Consolidated Statement of Cash Flows
                      for the Six Months Ended 
                      June 30, 1998 and 1997.............................      3

                    Notes to Condensed Consolidated Financial Statements.      4

                    Auditors' Review Report..............................      7

Item 2.           Management's Discussion and Analysis of Financial
                    Condition and Results of Operations..................      8


                                     PART II

Item 4.           Submission of Matters to a Vote of Security Holders....     11

Item 6.           Exhibits and Reports on Form 8-K.......................     12





                                       -i-

<PAGE>



                                             STONE ENERGY CORPORATION
                                       CONDENSED CONSOLIDATED BALANCE SHEET
                                                  (In thousands)


<TABLE>
<CAPTION>



                                                                             June 30,              December 31,
                                Assets                                         1998                    1997
                                                                        -----------------        -----------------
<S>                                                                         (Unaudited)
Current assets:                                                                   <C>                      <C>
    Cash and cash equivalents....................................                 $11,239                  $10,304
    Marketable securities, at market.............................                  33,390                   19,940
    Accounts receivable..........................................                  19,267                   22,731
    Other current assets.........................................                     648                      176
                                                                        -----------------        -----------------
      Total current assets.......................................                  64,544                   53,151
Oil and gas properties, net:
    Proved.......................................................                 339,862                  274,116
    Unevaluated..................................................                  16,164                   17,304

Building and land, net...........................................                   3,502                    3,538
Fixed assets, net................................................                   1,110                    1,089
Other assets, net................................................                   3,656                    4,946
                                                                        -----------------        -----------------
      Total assets...............................................                $428,838                 $354,144
                                                                        =================        =================
                 Liabilities and Stockholders' Equity
Current liabilities - accounts payable and
    accrued liabilities..........................................                 $56,125                  $44,823
Long-term loans..................................................                 186,987                  132,024
Deferred tax liability...........................................                  21,490                   18,659
Other long-term liabilities......................................                   2,184                    2,001
                                                                        -----------------        -----------------
      Total liabilities..........................................                 266,786                  197,507
                                                                        -----------------        -----------------
Common stock.....................................................                     151                      150
Additional paid in capital.......................................                 119,167                  118,883
Retained earnings................................................                  42,734                   37,604
                                                                        -----------------        -----------------
      Total stockholders' equity.................................                 162,052                  156,637
                                                                        -----------------        -----------------
      Total liabilities and stockholders' equity.................                $428,838                 $354,144
                                                                        =================        =================



                                                        -1-
</TABLE>

<PAGE>



                                             STONE ENERGY CORPORATION
                                  CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                     (In thousands, except per share amounts)
                                                    (Unaudited)


<TABLE>
<CAPTION>

                                                        Three Months Ended                          Six Months Ended
                                                             June 30,                                   June 30,
                                                  -------------------------------           ---------------------------------
                                                      1998               1997                   1998                 1997
<S>                                               ------------        -----------           ------------         ------------
Revenues                                               <C>                <C>                    <C>                  <C>
  Oil and gas production.....................          $27,824            $13,196                $56,181              $29,005
  Overhead reimbursements
     and management fees.....................              164                131                    310                  255
  Other income...............................              486                335                    778                  639
                                                  ------------        -----------           ------------         ------------
         Total revenues......................           28,474             13,662                 57,269               29,899
                                                  ------------        -----------           ------------         ------------

Expenses
  Normal lease operating expenses............            4,312              2,458                  7,909                4,362
  Major maintenance expenses.................              314                403                    769                  486
  Production taxes...........................              512                654                  1,044                1,499
  Depreciation, depletion and
    amortization.............................           15,887              5,851                 31,104               11,929
  Interest...................................            3,196                677                  5,725                1,103
  Salaries, general and administrative.......            1,135                868                  2,207                1,759
  Incentive compensation plan................              275                154                    550                  316
                                                  ------------        -----------           ------------         ------------
         Total expenses......................           25,631             11,065                 49,308               21,454
                                                  ------------        -----------           ------------         ------------
Net income before income taxes...............            2,843              2,597                  7,961                8,445
                                                  ------------        -----------           ------------         ------------
Provision for income taxes
   Current...................................                -                100                      -                  100
   Deferred..................................            1,011                900                  2,831                3,152
                                                  ------------        -----------           ------------         ------------
                                                         1,011              1,000                  2,831                3,252
                                                  ------------        -----------           ------------         ------------
Net income                                              $1,832             $1,597                 $5,130               $5,193
                                                  ============        ===========           ============         ============
Earnings per common share (see Note 2):
   Basic earnings per share .................            $0.12              $0.11                  $0.34                $0.35
                                                  ============        ===========           ============         ============
   Diluted earnings per share................            $0.12              $0.11                  $0.34                $0.34
                                                  ============        ===========           ============         ============
   Average shares outstanding................           15,066             15,015                 15,063               15,015
                                                  ============        ===========           ============         ============
   Average shares outstanding assuming
      dilution...............................           15,340             15,200                 15,330               15,199
                                                  ============        ===========           ============         ============


                                                        -2-
</TABLE>

<PAGE>



                                             STONE ENERGY CORPORATION
                                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                  (In thousands)
                                                    (Unaudited)

<TABLE>
<CAPTION>

                                                                                    Six Months Ended
                                                                                        June 30,
                                                                        -----------------------------------------
                                                                              1998                     1997
<S>                                                                     -----------------        ----------------
Cash flows from operating activities:                                              <C>                     <C>           
   Net income....................................................                  $5,130                  $5,193
      Adjustments to reconcile net income to net cash
        provided by operating activities:
          Depreciation, depletion and amortization...............                  31,104                  11,929
          Provision for deferred income taxes....................                   2,831                   3,152
                                                                        -----------------        ----------------
                                                                                   39,065                  20,274
          Increase in marketable securities......................                 (13,450)                 (5,672)
          Decrease in accounts receivable........................                   3,464                   1,493
          Increase in other current assets.......................                    (505)                   (356)
          Increase (decrease) in accrued liabilities.............                   6,774                    (967)
          Other..................................................                     184                   1,942
                                                                        -----------------        ----------------
Net cash provided by operating activities........................                  35,532                  16,714
                                                                        -----------------        ----------------
Cash flows from investing activities:
  Investment in oil and gas properties...........................                 (90,768)                (40,453)
  Building additions and renovations.............................                      (9)                   (260)
 (Increase) decrease in other assets ............................                   1,096                    (332)
                                                                        -----------------        ----------------
Net cash used in investing activities............................                 (89,681)                (41,045)
                                                                        -----------------        ----------------
Cash flows from financing activities:
  Proceeds from borrowings.......................................                  55,000                  25,000
  Repayment of debt..............................................                     (40)                    (33)
  Deferred financing costs.......................................                    (160)                      -
  Expenses for common stock offering.............................                       -                    (104)
  Exercise of stock options......................................                     284                       -
                                                                        -----------------        ----------------
Net cash provided by financing activities........................                  55,084                  24,863
                                                                        -----------------        ----------------
Net increase in cash.............................................                     935                     532
Cash balance beginning of period.................................                  10,304                   9,864
                                                                        -----------------        ----------------
Cash balance end of period.......................................                 $11,239                 $10,396
                                                                        =================        ================
Supplemental  disclosures of cash flow information:  Cash paid during the period
   for:
      Interest (net of amount capitalized).......................                  $5,424                  $1,003
      Income taxes...............................................                       -                     100
                                                                        -----------------        ----------------
                                                                                   $5,424                  $1,103
                                                                        =================        ================





                                                        -3-
</TABLE>

<PAGE>



                            STONE ENERGY CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - INTERIM FINANCIAL STATEMENTS

         The  condensed   consolidated  financial  statements  of  Stone  Energy
Corporation  (the  "Company")  at June 30, 1998 and for the three- and six-month
periods then ended are unaudited and reflect all adjustments (consisting only of
normal recurring adjustments) which are, in the opinion of management, necessary
for a fair presentation of the financial  position and operating results for the
interim period. The condensed  consolidated  financial statements should be read
in conjunction  with the  consolidated  financial  statements and notes thereto,
together with  management's  discussion and analysis of financial  condition and
results of operations, contained in the Company's Annual Report on Form 10-K for
the year ended  December 31, 1997.  The results of operations for the three- and
six-month  periods ended June 30, 1998 are not necessarily  indicative of future
financial  results.  Certain  prior  period  amounts have been  reclassified  to
conform to current period presentation.

NOTE 2 - EARNINGS PER SHARE

     In February 1997, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128 ("SFAS No. 128"),  "Earnings
Per Share," which simplifies the computation of earnings per share ("EPS").  The
Company  adopted SFAS No. 128 in the fourth  quarter of 1997 and restated  prior
periods'  EPS data as required by SFAS No.  128.  All EPS data in the  financial
statements and accompanying footnotes reflects the adoption of SFAS No. 128.

         Basic net income per share of common stock was  calculated  by dividing
net income applicable to common stock by the  weighted-average  number of common
shares  outstanding  during the  period.  Diluted net income per share of common
stock was  calculated  by dividing net income  applicable to common stock by the
weighted-average  number of common shares outstanding during the period plus the
weighted-average  number of dilutive stock options granted to outside  directors
and certain  employees  which totaled  approximately  274,000 shares and 185,000
shares in the second quarter of 1998 and 1997, respectively,  and 267,000 shares
and  184,000  shares  in the first  six  months of 1998 and 1997,  respectively.
Options which were considered  antidilutive as a result of the exercise price of
the  options  exceeding  the  average  price  for  the  applicable  period  were
immaterial during the 1998 and 1997 periods.

NOTE 3 - HEDGING ACTIVITIES

         In order to reduce its exposure to the possibility of declining oil and
gas prices,  from time to time the Company hedges with third parties  certain of
its crude oil and natural gas  production in various swap  agreement  contracts.
The crude oil  contracts  are tied to the price of NYMEX  light  sweet crude oil
futures and are settled monthly based on the differences between contract prices
and the average  NYMEX  prices for that month  applied to the  related  contract
volumes. Settlement for

                                       -4-

<PAGE>



gas swap  contracts  is based on the average  closing  prices of either the last
three  days or last full  month of  trading  on the NYMEX for each  month of the
swap.

         The Company's  forward  positions as of August 11, 1998, are summarized
as follows:


                                                       Gas
                                ------------------------------------------------
                                                                   Average
                                        Bbtu                      Price/Btu
                                ------------------         ---------------------
Third quarter, 1998........            2,300                        $2.63

         For the three- and six-month  periods ended June 30, 1998,  the Company
recognized  net hedging  gains of $0.6 million and $2.5  million,  respectively,
which were  recorded in the  accompanying  condensed  consolidated  statement of
operations as additions to revenues from oil and gas production.  Second quarter
and six month 1997 oil and gas revenues  included net hedging gains  (losses) of
$41,000 and $(0.7) million, respectively.

NOTE 4 - LONG-TERM LOANS

         During  the first  quarter  of 1998,  the  Company  and its bank  group
increased the size of the Company's  credit facility to $150 million,  increased
the borrowing  base under the  revolving  credit loan (the  "Revolver")  to $120
million and extended the term of the  Revolver to July 30, 2001.  The  borrowing
base amount is established by the bank group and is based on their evaluation of
the Company's  oil and gas  properties.  Interest  under the Revolver is payable
quarterly,  and currently the weighted  average interest rate of the facility is
6.7% per annum,  the total  outstanding  principal  balance is $84  million  and
letters  of credit  totaling  $7.5  million  have been  issued  pursuant  to the
facility.

NOTE 5 - NEW ACCOUNTING STANDARDS

         In June 1997,  the FASB issued SFAS No. 130,  "Reporting  Comprehensive
Income" and SFAS No. 131,  "Disclosures  About  Segments  of an  Enterprise  and
Related  Information."  SFAS No. 130  establishes  standards  for  reporting and
display  of  comprehensive  income in the  financial  statements.  Comprehensive
income is the total of net  income  and all other  non-owner  changes in equity.
SFAS  No.  131  requires  that  companies  disclose  segment  data  based on how
management makes decisions about allocating  resources to segments and measuring
their  performance.  SFAS Nos. 130 and 131 are effective  for 1998.  The Company
adopted  these  standards  in 1998  with no effect  on the  Company's  financial
statements, financial position or results of operations.



                                       -5-

<PAGE>




         In June 1998, the FASB issued SFAS No. 133,  "Accounting for Derivative
Instruments and Hedging  Activities." The Statement  establishes  accounting and
reporting standards that require every derivative  instrument (including certain
derivative  instruments  embedded  in other  contracts)  to be  recorded  in the
balance  sheet as either an asset or liability  measured at its fair value.  The
Statement  requires  that changes in the  derivative's  fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting  for  qualifying  hedges  allows a  derivative's  gains and losses to
offset related results on the hedged item in the income statement,  and requires
that a company must formally document,  designate,  and assess the effectiveness
of transactions that receive hedge accounting.

         SFAS No. 133 is  effective  for fiscal years  beginning  after June 15,
1999  and  must  be  applied  to (a)  derivative  instruments  and  (b)  certain
derivative instruments embedded in hybrid contracts that were issued,  acquired,
or  substantively  modified  after  December  31,  1997 (and,  at the  company's
election, before January 1, 1998).

         The Company  expects to adopt SFAS No. 133 during the first  quarter of
2000.  Because of the nature of the Company's only  derivative  instrument,  the
Company  does not expect that the  adoption of SFAS No. 133 will have a material
impact on the Company's results of operations.

                                       -6-

<PAGE>



                             AUDITORS' REVIEW REPORT



TO THE STOCKHOLDERS OF
STONE ENERGY CORPORATION:


         We have reviewed the accompanying  condensed consolidated balance sheet
of Stone Energy  Corporation (a Delaware  corporation)  as of June 30, 1998, and
the related condensed consolidated  statements of operations for the three-month
and  six-month  periods  ended  June  30,  1998  and  1997,  and  the  condensed
consolidated  statements of cash flows for the six-month  periods ended June 30,
1998  and  1997.  These  financial  statements  are  the  responsibility  of the
Company's management.

         We conducted our reviews in accordance  with  standards  established by
the  American  Institute of Certified  Public  Accountants.  A review of interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

         Based on our reviews,  we are not aware of any  material  modifications
that should be made to the financial statements referred to above for them to be
in conformity with generally accepted accounting principles.

         We have  previously  audited,  in accordance  with  generally  accepted
auditing standards, the balance sheet of Stone Energy Corporation as of December
31, 1997 (not  presented  herein),  and, in our report  dated March 2, 1998,  we
expressed  an  unqualified  opinion  on  that  statement.  In our  opinion,  the
information set forth in the accompanying  condensed  consolidated balance sheet
as of December 31, 1997, is fairly stated, in all material respects, in relation
to the balance sheet from which it has been derived.

                                                            ARTHUR ANDERSEN LLP



New Orleans, Louisiana
July 31, 1998

                                       -7-

<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



GENERAL

         Stone Energy  Corporation is an independent oil and gas company engaged
in the  development,  exploration,  acquisition  and  operation  of oil  and gas
properties  onshore and  offshore in the Gulf Coast  Basin.  The Company and its
predecessors  have been active in the Gulf Coast  Basin since 1973,  which gives
the Company extensive  geophysical,  technical and operational expertise in this
area. The Company's business strategy is to increase  production,  cash flow and
reserves through the acquisition and development of mature properties located in
the Gulf Coast Basin.

RESULTS OF OPERATIONS

         The  following  table sets forth  certain  operating  information  with
respect  to the  oil and gas  operations  of the  Company  for  the  three-  and
six-month periods ended June 30, 1998 and 1997.


<TABLE>
<CAPTION>

                                                        Three Months Ended                           Six Months Ended
                                                             June 30,                                    June 30,
                                                  -------------------------------            --------------------------------
                                                     1998                1997                   1998                 1997
<S>                                               -----------         -----------            -----------         ------------
Production:                                               <C>                 <C>                  <C>                    <C>      
     Oil (MBbls)...............................           674                 344                  1,312                  694
     Gas (MMcf)................................         7,891               3,012                 15,201                5,990
     Oil and gas (MBOE)........................         1,989                 846                  3,846                1,692
Sales data (in thousands) (a):
     Total oil sales...........................        $9,131              $6,516                $19,416              $14,075
     Total gas sales...........................        18,693               6,680                 36,765               14,930
Average sales prices (a):
     Oil (per Bbl).............................        $13.55              $18.94                 $14.80               $20.28
     Gas (per Mcf).............................          2.37                2.22                   2.42                 2.49
     Per BOE...................................         13.99               15.60                  14.61                17.14

Average costs (per BOE):
     Normal lease operating
        expenses (b)...........................         $2.17               $2.91                  $2.06                $2.58
     General and administrative................          0.57                1.03                   0.57                 1.04
     Depreciation, depletion
        and amortization.......................          7.88                6.75                   7.98                 6.89

       (a)   Net of the effects of hedging
       (b)   Excludes major maintenance expenses

                                       -8-

</TABLE>

<PAGE>



         Net income for the quarter  ended June 30, 1998 totaled $1.8 million or
$0.12 per diluted share,  as compared to net income of $1.6 million or $0.11 per
diluted share during the second quarter of 1997. Net income totaled $5.1 million
and $5.2 million for the first six months of 1998 and 1997, respectively.

         The  production  volumes for the three  months ended June 30, 1998 were
the highest such quarterly amounts in the Company's history.  On a barrel of oil
equivalent (BOE) basis,  second quarter 1998 production  volumes  increased 135%
over second quarter 1997 production volumes, totaling 674,000 barrels of oil and
7.9 billion  cubic feet of gas.  Production  volumes of both oil and gas for the
first  six  months  of  1998,  compared  to the 1997  period,  rose 89% and 154%
respectively,  totaling  1,312,000 barrels of oil and 15.2 billion cubic feet of
gas.

         Second quarter 1998 oil and gas revenues rose 111% to $27.8 million, as
compared to second  quarter 1997  revenues of $13.2  million.  For the first six
months of 1998, oil and gas revenues increased 94% to $56.2 million, compared to
oil and gas revenues of $29.0 million during the first half of 1997.  During the
second  quarter of 1998,  average  prices  totaled  $13.55 per barrel of oil and
$2.37  per Mcf of gas,  as  compared  to  $18.94  per  barrel  and $2.22 per Mcf
received in the 1997 period.  Stated on a BOE basis,  unit prices for the second
quarter and first six months of 1998  declined 10% and 15%,  respectively,  from
the comparable 1997 periods.

         Operating  costs  increased to $4.3 million and $7.9 million during the
second quarter and first six months of 1998,  respectively,  as compared to $2.5
million and $4.4 million during the  respective  1997 periods due to an increase
in the number of properties and significantly higher production rates.  Compared
to the three and  six-month  periods of 1997,  however,  such costs on a unit of
production  basis declined 25% and 20% during the respective three and six-month
1998 periods.

         General  and  administrative  expenses  totaled  $1.1  million and $2.2
million  during the second  quarter and first six months of 1998,  respectively,
compared to $0.9 million and $1.8 million  during the  respective  1997 periods.
The increase  during the 1998 periods is the result of the  Company's  increased
level of operations,  as compared to a year ago. On a unit basis, however, these
costs declined 45% to $0.57 per BOE in the second quarter of 1998 as compared to
$1.03 per BOE in the 1997  quarter.  Depreciation,  depletion  and  amortization
expense  increased  to $15.9  million  for the second  quarter of 1998 from $5.9
million for the same 1997 period because of higher production  rates,  increased
investment in the  properties  and lower  quarter-end  oil and gas prices.  As a
result of the Company's increased  borrowings under its bank credit facility and
the bond offering closed in September 1997, interest expense for the three-month
period  ended June 30,  1998,  increased  to $3.2  million,  as compared to $0.7
million for the second quarter of 1997.



                                       -9-

<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

         WORKING  CAPITAL  AND CASH FLOW.  Working  capital at June 30, 1998 was
$8.4 million. The Company believes that this capital plus the expected cash flow
from its  increased  operations  and  borrowings  under its expanded bank credit
facility  will  be  sufficient  to  fund  its  working  capital  needs  for  the
foreseeable future. Net cash flow from operations before working capital changes
for the second  quarter  of 1998  increased  124% to $18.7  million or $1.22 per
diluted  share,  compared to $8.3 million or $0.55 per diluted  share for 1997's
second quarter.  For the first six months of 1998, net cash flow from operations
before  working  capital  changes  totaled $39.1  million,  as compared to $20.3
million during the 1997 period.

         During the second quarter of 1998,  the Company  invested $43.3 million
in its oil and gas  properties  primarily in drilling,  completion  and platform
construction  activities.  The Company invested $95.3 million in its oil and gas
properties  during the first half of 1998, as compared to  investments  of $50.4
million  during the six-month  1997 period.  The  investments  for the first six
months of 1998 included $2.2 million of capitalized  general and  administrative
costs.

         LONG-TERM FINANCING.  During the first quarter of 1998, the Company and
its bank group  increased the size of the Company's bank credit facility to $150
million,  increased  the  borrowing  base under the Revolver to $120 million and
extended the term of the Revolver to July 30, 2001. The borrowing base amount is
established by the bank group and is based on their  evaluation of the Company's
oil and gas properties.  Interest under the Revolver is payable  quarterly,  and
currently the weighted  average interest rate of the facility is 6.7% per annum,
the total  outstandinig  principal  balance is $84 million and letters of credit
totaling $7.5 million have been issued pursuant to the facility.

         As a result of the recent  decline in oil prices,  the Company has made
certain  modifications to its capital  expenditures  budget for the remainder of
1998. The Company has budgeted  approximately  $46.6 million for the second half
of 1998 for  expenditures  on oil and gas  properties  it now owns.  Significant
investments  are planned at the  Vermilion  Block 255,  Clovelly,  Eugene Island
Block 243 and South Pelto Block 23 Fields.  The planned  development  operations
include  projects  which seek to  increase  cash flow from proved  reserves  and
provide  additions to the Company's  reserve base. It is anticipated  that these
investments will be funded from a combination of available working capital, cash
flow from operations and borrowings under the bank credit facility.

         The Company is in the process of  evaluating a number of  opportunities
to acquire reserves,  although no future  acquisitions can be assured.  One or a
combination  of certain of these possible  transactions  could fully utilize the
sources of capital currently  available to the Company.  If these  opportunities
materialize,  the  Company  intends  to  explore a variety of options to finance
these new projects,  including  nonrecourse  financing,  sales of  non-strategic
properties and joint venture financing.


                                      -10-

<PAGE>



         In attempting to maximize  stockholder value, the Company will continue
to contrast and compare the cost of debt financing  with the potential  dilution
of equity offerings. The Company's goal is to maintain a relatively low level of
bank debt because of the volatility of oil and gas prices.

         Although the Company has no current plans to access the public  markets
for  purposes  of  entering  into an  underwritten  equity  financing,  it would
consider  such  funding  sources  if  the  amount  of  capital  needed  for  its
acquisition and development activities increased  significantly or if total debt
reached an unacceptable level.  Availability of these sources of capital and the
Company's  ability  to access new  opportunities  will  depend  upon a number of
factors, some of which are beyond the control of the Company.

         FORWARD-LOOKING STATEMENTS. Certain of the statements in this Form 10-Q
are  "forward-  looking  statements"  within the  meaning of Section  27A of the
Securities  Act and  Section  21E of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act"). All statements other than statements of historical
facts  included  in this Form 10-Q,  regarding  budgeted  capital  expenditures,
increases in oil and gas production, the Company's financial position,  business
strategy   and  other  plans  and   objectives   for  future   operations,   are
forward-looking statements.  Although the Company believes that the expectations
reflected in such  forward-looking  statements  are  reasonable,  it can give no
assurance  that such  expectations  will prove to have been  correct.  Important
factors that could cause actual results to differ  materially from the Company's
expectations  are disclosed  under "Risk Factors" and elsewhere in the Company's
1997 Form 10-K.  Should one or more of these risks or  uncertainties  occur,  or
should underlying assumptions prove incorrect,  the Company's actual results and
plans for the  remainder of 1998 and beyond could differ  materially  from those
expressed  in  forward-looking  statements.  All  subsequent  written  and  oral
forward-looking  statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by such factors.

                                     PART II

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

         At the annual meeting of stockholders held on May 14, 1998, three Class
II  Directors,  B.J.  Duplantis,  Michael L. Finch,  and John P.  Laborde,  were
elected to serve until the annual meeting of stockholders in the year 2001. B.J.
Duplantis  received the vote of 12,899,571 shares with the vote of 30,241 shares
withheld,  Michael L. Finch received the vote of 12,899,971 shares with the vote
of 29,841 shares  withheld,  and John P. Laborde received the vote of 12,899,421
shares with the vote of 30,391 shares  withheld.  No other Director was standing
for election.  James H. Stone,  Joe R. Klutts,  and Robert A. Bernhard are Class
III Directors  whose terms expire with the 1999 annual meeting of  stockholders.
D. Peter  Canty,  Raymond B. Gary,  and David R.  Voelker  are Class I Directors
whose terms expire with the 2000 annual meeting of stockholders.


                                      -11-

<PAGE>



         A management  proposal to ratify the appointment of Arthur Andersen LLP
by the Board of  Directors as  independent  auditors to the Company for the year
1998 was approved. The vote was 12,915,986 shares for, 4,200 shares against, and
9,626 shares abstained.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

           (a)    Exhibit 27.1- Financial Data Schedule

           (b) There  were no  reports  on Form 8-K  filed for the three  months
ended June 30, 1998.

                                      -12-

<PAGE>


<PAGE>


                                    SIGNATURE

         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.

                                                 STONE ENERGY CORPORATION


Date: August 11, 1998                          By:  /s/ Michael L. Finch
                                                     ----------------------
                                                        Michael L. Finch
                                                  Executive Vice President and
                                                     Chief Financial Officer
                                               (Authorized Officer and Principal
                                                         Financial Officer)


                                      -14-

<PAGE>



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 
CONDENSED CONSOLIDATED BALANCE SHEET OF STONE ENERGY CORPORATION (THE "COMPANY")
AS OF JUNE 30, 1998 AND THE RELATED CONDENSED CONSOLIDATED STATEMENT OF 
OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS 
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   JUN-30-1998
<CASH>                                          11,239
<SECURITIES>                                    33,390
<RECEIVABLES>                                   19,267
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                64,544
<PP&E>                                          10,937
<DEPRECIATION>                                   2,669
<TOTAL-ASSETS>                                 428,838
<CURRENT-LIABILITIES>                           56,125
<BONDS>                                        100,000
                                0
                                          0
<COMMON>                                           151
<OTHER-SE>                                     161,901
<TOTAL-LIABILITY-AND-EQUITY>                   428,838
<SALES>                                         56,181
<TOTAL-REVENUES>                                57,269
<CGS>                                                0
<TOTAL-COSTS>                                   40,826
<OTHER-EXPENSES>                                 2,757
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               5,725
<INCOME-PRETAX>                                  7,961
<INCOME-TAX>                                     2,831
<INCOME-CONTINUING>                              5,130
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,130
<EPS-PRIMARY>                                     0.34
<EPS-DILUTED>                                     0.34
        


</TABLE>


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