STONE ENERGY CORP
10-Q, 1998-11-12
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 September 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                            70508
      Lafayette, Louisiana                              (Zip Code)
(Address of principal executive offices)
                                                                              

       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 November 9, 1998,  there were 15,070,408  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 September 30, 1998 and December 31, 1997.....      1

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

                    Condensed Consolidated Statement of Cash Flows
                      for the Nine Months Ended September 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 6.           Exhibits and Reports on Form 8-K.......................     12





                                       -i-

<PAGE>



                                             STONE ENERGY CORPORATION
                                       CONDENSED CONSOLIDATED BALANCE SHEET
                                                  (In thousands)

<TABLE>
<CAPTION>


                                                                           September 30,           December 31,
                                Assets                                         1998                    1997
                                                                       --------------------      -----------------
<S>                                                                         (Unaudited)
Current assets:                                                                     <C>                    <C>
    Cash and cash equivalents....................................                   $11,047                $10,304
    Marketable securities, at market.............................                    25,429                 19,940
    Accounts receivable..........................................                    17,277                 22,731
    Other current assets.........................................                       435                    176
                                                                       --------------------      -----------------
      Total current assets.......................................                    54,188                 53,151
Oil and gas properties, net:
    Proved.......................................................                   365,474                274,116
    Unevaluated..................................................                     9,387                 17,304

Building and land, net...........................................                     3,488                  3,538
Fixed assets, net................................................                     1,106                  1,089
Other assets, net................................................                     3,563                  4,946
                                                                       --------------------      -----------------
      Total assets...............................................                  $437,206               $354,144
                                                                       ====================      =================
                 Liabilities and Stockholders' Equity
Current liabilities - accounts payable and
    accrued liabilities..........................................                   $48,353                $44,823
Long-term loans..................................................                   201,959                132,024
Deferred tax liability...........................................                    21,899                 18,659
Other long-term liabilities......................................                     2,198                  2,001
                                                                       --------------------      -----------------
      Total liabilities..........................................                   274,409                197,507
                                                                       --------------------      -----------------
Common stock.....................................................                       151                    150
Additional paid in capital.......................................                   119,167                118,883
Retained earnings................................................                    43,479                 37,604
                                                                       --------------------      -----------------
      Total stockholders' equity.................................                   162,797                156,637
                                                                       --------------------      -----------------
      Total liabilities and stockholders' equity.................                  $437,206               $354,144
                                                                       ====================      =================

</TABLE>


                                                        -1-

<PAGE>



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


                                                        Three Months Ended                          Nine Months Ended
                                                           September 30,                              September 30,
                                                  -------------------------------           ---------------------------------
                                                      1998               1997                   1998                 1997
<S>                                               ------------        -----------           ------------         ------------
Revenues                                               <C>                <C>                    <C>                  <C>        
  Oil and gas production.....................          $26,774            $15,603                $82,955              $44,608
  Overhead reimbursements
     and management fees.....................              158                119                    468                  374
  Other income...............................              480                236                  1,258                  875
                                                  ------------        -----------           ------------         ------------
         Total revenues......................           27,412             15,958                 84,681               45,857
                                                  ------------        -----------           ------------         ------------

Expenses
  Normal lease operating expenses............            4,513              2,420                 12,422                6,782
  Major maintenance expenses.................              460                130                  1,229                  616
  Production taxes...........................              552                355                  1,596                1,854
  Depreciation, depletion and
    amortization.............................           15,984              6,472                 47,088               18,401
  Interest...................................            3,518              1,448                  9,243                2,551
  Salaries, general and administrative.......              956                924                  3,163                2,683
  Incentive compensation plan................              275                152                    825                  468
                                                  ------------        -----------           ------------         ------------
         Total expenses......................           26,258             11,901                 75,566               33,355
                                                  ------------        -----------           ------------         ------------
Net income before income taxes...............            1,154              4,057                  9,115               12,502
                                                  ------------        -----------           ------------         ------------
Provision for income taxes
  Current....................................                -                  -                      -                  100
  Deferred...................................              409              1,562                  3,240                4,714
                                                  ------------        -----------           ------------         ------------
                                                           409              1,562                  3,240                4,814
                                                  ------------        -----------           ------------         ------------
Net income                                                $745             $2,495                 $5,875               $7,688
                                                  ============        ===========           ============         ============
Earnings per common share (see Note 2):
   Basic earnings per share .................            $0.05              $0.17                  $0.39                $0.51
                                                  ============        ===========           ============         ============
   Diluted earnings per share................            $0.05              $0.16                  $0.38                $0.50
                                                  ============        ===========           ============         ============
   Average shares outstanding................           15,068             15,024                 15,065               15,018
                                                  ============        ===========           ============         ============
   Average shares outstanding assuming
      dilution...............................           15,264             15,359                 15,329               15,327
                                                  ============        ===========           ============         ============

</TABLE>

                                                        -2-

<PAGE>



                                             STONE ENERGY CORPORATION
                                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                  (In thousands)
                                                    (Unaudited)
<TABLE>
<CAPTION>

                                                                                    Nine Months Ended
                                                                                      September 30,
                                                                        -----------------------------------------
                                                                              1998                     1997
<S>                                                                     -----------------        ----------------
Cash flows from operating activities:                                              <C>                     <C>
   Net income....................................................                  $5,875                  $7,688
      Adjustments to reconcile net income to net cash
        provided by operating activities:
          Depreciation, depletion and amortization...............                  47,088                  18,401
          Provision for deferred income taxes....................                   3,240                   4,714
                                                                        -----------------        ----------------
                                                                                   56,203                  30,803
          Increase in marketable securities......................                  (5,488)                (16,009)
          Decrease (increase) in accounts receivable.............                   5,455                    (977)
          Increase in other current assets.......................                    (321)                   (258)
          Increase (decrease) in accrued liabilities.............                   4,543                  (1,685)
          Other..................................................                     198                   1,914
                                                                        -----------------        ----------------
Net cash provided by operating activities........................                  60,590                  13,788
                                                                        -----------------        ----------------
Cash flows from investing activities:
   Investment in oil and gas properties..........................               (130,923)               (102,647)
   Building additions and renovations............................                    (17)                      -
   Sale of oil and gas properties................................                      -                     825
   Decrease (increase) in other assets ..........................                  1,029                    (674)
                                                                        -----------------        ----------------
Net cash used in investing activities............................               (129,911)               (102,496)
                                                                        -----------------        ----------------
Cash flows from financing activities:
   Proceeds from borrowings......................................                 70,000                  59,000
   Repayment of debt.............................................                    (60)                (72,123)
   Issuance of 8-3/4% Senior Subordinated Notes .................                      -                 100,000
   Deferred financing costs......................................                   (160)                 (3,128)
   Expenses for common stock offering............................                       -                   (104)
   Exercise of stock options.....................................                     284                    287
                                                                        -----------------        ----------------
Net cash provided by financing activities........................                  70,064                 83,932
                                                                        -----------------        ----------------
Net increase (decrease) in cash..................................                     743                 (4,776)
Cash balance beginning of period.................................                  10,304                  9,864
                                                                        -----------------        ----------------
Cash balance end of period.......................................                 $11,047                 $5,088
                                                                        =================        ================
Supplemental  disclosures of cash flow information:  Cash paid during the period
   for:
      Interest (net of amount capitalized).......................                 $11,265                  $2,561
      Income taxes...............................................                       -                     100
                                                                        -----------------        ----------------
                                                                                  $11,265                  $2,661
                                                                        =================        ================

</TABLE>

                                       -3-

<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  September  30,  1998 and for the  three-  and
nine-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 nine-month  periods ended  September 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  196,000 shares and 335,000
shares in the third quarter of 1998 and 1997,  respectively,  and 264,000 shares
and  309,000  shares in the first  nine  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  totaled
approximately  50,000 shares and 13,000 shares during the third quarter and nine
month periods of 1998,  respectively  and were immaterial  during the respective
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

                                       -4-

<PAGE>



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 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 November 9, 1998, are summarized
as follows:


                                                          Gas
                                        ----------------------------------------
                                                                       Average
                                              Bbtu                    Price/Btu
                                        -----------------         --------------
Fourth quarter, 1998............              3,680                     $2.286
First quarter, 1999.............              3,600                     $2.535
Second quarter, 1999............              3,640                     $2.195
Third quarter, 1999.............              3,680                     $2.177

         For the three- and  nine-month  periods ended  September 30, 1998,  the
Company  recognized  net  hedging  gains  of  $1.4  million  and  $3.9  million,
respectively,  which were recorded in the  accompanying  condensed  consolidated
statement of operations  as additions to revenues  from oil and gas  production.
Third  quarter  and nine month 1997 oil and gas  revenues  included  net hedging
losses of approximately $26,000 and $0.8 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  revolving  credit facility (the "Revolver")
to $150 million, increased the borrowing base under the facility 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
6.4% per annum. At September 30, 1998, the total  outstanding  principal balance
was $99 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

                                       -5-

<PAGE>



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.

         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 and
that changes in the derivative's fair value be recognized  currently in earnings
unless specific hedge accounting  criteria are met. 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.


Note 6 -Stock Options

         During the third  quarter of 1998,  the  Company's  Board of  Directors
elected to reprice all non-Director employee stock options which had an exercise
price  above the then  market  value of $26.00 per share.  As a result,  265,000
stock  options,  which were granted to  non-Director  employees  during 1997 and
1998, were repriced from a weighted  average  exercise price of $29.35 per share
to the then market value of $26.00 per share.

                                       -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 September 30, 1998,
and  the  related  condensed  consolidated  statements  of  operations  for  the
three-month  and nine-month  periods ended  September 30, 1998 and 1997, and the
condensed consolidated statements of cash flows for the nine-month periods ended
September 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
October 28, 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
nine-month periods ended September 30, 1998 and 1997.

<TABLE>
<CAPTION>

                                                        Three Months Ended                          Nine Months Ended
                                                           September 30,                              September 30,
                                                  -------------------------------            --------------------------------
                                                     1998                1997                   1998                 1997
<S>                                               -----------         -----------            -----------         ------------
Production:                                               <C>                 <C>                  <C>                  <C>        
     Oil (MBbls)...............................           700                 416                  2,012                1,109
     Gas (MMcf)................................         7,926               3,337                 23,127                9,328
     Oil and gas (MBOE)........................         2,021                 972                  5,867                2,664
Sales data (in thousands) (a):
     Total oil sales...........................        $8,986              $7,543                $28,402              $21,618
     Total gas sales...........................        17,788               8,060                 54,553               22,990
Average sales prices (a):
     Oil (per Bbl).............................        $12.84              $18.13                 $14.12               $19.49
     Gas (per Mcf).............................          2.24                2.42                   2.36                 2.46
     Per BOE...................................         13.25               16.05                  14.14                16.74
Average costs (per BOE):
     Normal lease operating
        expenses (b)...........................         $2.23               $2.49                  $2.12                $2.55
     General and administrative................          0.47                0.95                   0.54                 1.01
     Depreciation, depletion
        and amortization.......................          7.80                6.51                   7.92                 6.75

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

</TABLE>

                                       -8-

<PAGE>



         Net income for the  quarter  ended  September  30,  1998  totaled  $0.7
million or $0.05 per diluted share, as compared to net income of $2.5 million or
$0.16 per diluted  share during the third  quarter of 1997.  Net income  totaled
$5.9  million  and $7.7  million  for the  first  nine  months of 1998 and 1997,
respectively.

         Production  volumes  reached  record levels during the third quarter of
1998 despite the short-term production interruptions  experienced as a result of
recent storms in the Gulf of Mexico.  On a barrel of oil equivalent (BOE) basis,
third quarter 1998  production  volumes  increased  108% over third quarter 1997
production  volumes,  totaling  approximately  700,000  barrels  of oil  and 7.9
billion cubic feet of gas.  Production volumes of both oil and gas for the first
nine  months  of  1998,   compared  to  the  1997  period,  rose  81%  and  148%
respectively,  totaling  2,012,000 barrels of oil and 23.1 billion cubic feet of
gas.

         Oil and gas revenues  during the third quarter of 1998 increased 72% to
$26.8 million, as compared to third quarter 1997 revenues of $15.6 million.  For
the first  nine  months of 1998,  oil and gas  revenues  increased  86% to $83.0
million,  compared  to oil and gas  revenues  of $44.6  million  during the 1997
period.  Prices  received  during the third quarter of 1998 averaged  $12.84 per
barrel of oil and $2.24 per Mcf of gas,  as  compared  to averages of $18.13 per
barrel and $2.42 per Mcf  received  in the 1997  period.  Stated on a BOE basis,
unit prices received during the third quarter and first nine months of 1998 were
18% and 16% lower, respectively,  than the prices received during the comparable
1997 periods. Both total and unit revenue amounts include the effects of hedging
transactions.

         Normal operating costs for the third quarter of 1998 increased in total
to $4.5  million from $2.4  million  during the third  quarter of 1997 due to an
increase in the number of properties and significantly  higher production rates.
Stated on a unit of production basis,  however, such costs declined 10% to $2.23
per BOE for the three-month  period ended September 30, 1998, from $2.49 per BOE
for the third quarter of 1997. The Company did not  experience  any  significant
increases in operating  costs as a result of storms  during the third quarter of
1998.

         General and  administrative  expenses  during the third quarter of 1998
totaled  $1.0  million as compared to expenses of $0.9  million  during the 1997
quarter.  On a unit basis,  these costs  declined 51% during the 1998 quarter to
$0.47  per BOE,  as  compared  with  $0.95  per BOE  during  the  1997  quarter.
Depreciation,  depletion  and  amortization  expense  increased to $16.0 million
during the third  quarter of 1998,  compared to $6.5 million for the 1997 period
because of higher production rates,  increased investments 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 September 30,
1998,  increased  to $3.5  million,  as  compared  to $1.4  million for the 1997
period.

LIQUIDITY AND CAPITAL RESOURCES

         WORKING  CAPITAL AND CASH FLOW.  Working  capital at September 30, 1998
was $5.8 million.  The Company believes that this capital plus the expected cash
flow from its increased operations and borrowings under its 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 third
quarter  of 1998  increased  63% to $17.1  million or $1.12 per  diluted  share,
compared to $10.5 million or $0.69 per diluted  share for 1997's third  quarter.
For the first nine months of 1998, net cash flow from operations  before working
capital changes  totaled $56.2 million,  as compared to $30.8 million during the
1997 period.

                                       -9-

<PAGE>




         During the third quarter of 1998, the Company invested $34.6 million in
its oil and gas  properties  primarily  in  drilling,  completion  and  platform
construction activities.  The Company has invested $129.9 million in its oil and
gas properties  during the first nine months of 1998, as compared to investments
of $118.7 million during the nine-month  1997 period.  The  investments  for the
first nine  months of 1998  included  $3.2  million of  capitalized  general and
administrative costs.

         During the third  quarter of 1998,  the Company  entered into a hedging
contract to reduce its exposure  against future  declines in natural gas prices.
The Company has hedged 3,680 Bbtu's at an average price of $2.29 per Btu for the
fourth  quarter of 1998 and 10,920  Bbtu's at an average  price of $2.30 per Btu
for the first nine months of 1999.

         LONG-TERM FINANCING.  During the first quarter of 1998, the Company and
its bank group increased the size of the Company's  revolving credit facility to
$150 million, increased the borrowing base 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 6.4% per annum. At September
30, 1998, the total outstanding principal balance was $99 million and letters of
credit totaling $7.5 million have been issued pursuant to the facility.

         The  Company  has  budgeted  approximately  $25  million for the fourth
quarter  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 primarily 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.

         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  financing, it would consider such
funding  sources  if the  amount  of  capital  needed  for its  acquisition  and
development  activities  increased  significantly or if its bank 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.

                                      -10-

<PAGE>



         YEAR 2000  COMPLIANCE.  The Year 2000  ("Y2K")  issue is the  result of
computerized  systems  being  written to store and process  the year  portion of
dates  using two digits  rather  than four.  Date-sensitive  systems may fail or
produce  erroneous  results on or before  January 1, 2000  because the year 2000
will be  interpreted  as the year 1900.  During 1998,  the  Company's  executive
management  and Board of Directors  implemented a program to identify,  evaluate
and address the  Company's Y2K risks to ensure that its  Information  Technology
("IT")  Systems and Non-IT  Systems will be able to process dates from and after
January 1, 2000 without critical systems failure.  In addition to evaluating its
own systems,  the Company is attempting to assess the Y2K risks  associated with
its significant customers and suppliers.

         The Company is currently  evaluating its IT Systems for Y2K compliance.
As part of this evaluation,  the Company has contracted  outside  consultants to
assist in the  identification  and replacement of non-compliant IT Systems.  The
Company's  non-compliant  IT Systems are currently  scheduled for replacement or
modification to Y2K Compliant Systems by the first quarter of 1999.

         Regarding the Company's  Non-IT  Systems,  which  primarily  consist of
systems with  embedded  technology,  the Company is in the process of completing
its preliminary  assessment of all  date-sensitive  components.  The Company has
completed its evaluation of the date-sensitive  components of the infrastructure
assets within its Lafayette,  Louisiana office building and has determined there
will be minimal modification  required to become Y2K compliant.  Upon completion
of its assessment, the Company will replace or modify other non-compliant Non-IT
Systems as necessary.

         The  Company  has  not  incurred   significant  costs  related  to  Y2K
compliance  as of September 30, 1998 and does not expect that the cost to modify
or replace  its  non-compliant  IT and Non-IT  Systems  will be  material to its
financial  condition or results of  operations.  The costs of these projects and
the dates on which the Company plans to complete  modifications and replacements
are based on managements' best estimates,  the estimates of outside  specialists
assisting  the  Company,  the  modification  plans of third  parties  and  other
factors.

         Based on preliminary  risk  assessments,  the Company believes the most
likely Y2K related failure would be a temporary  disruption in certain materials
and services  provided by third  parties,  which would not be expected to have a
material  adverse  effect on the  Company's  financial  condition  or results of
operations.  As part of its  assessment  of the Y2K risk  associated  with third
parties' systems, the Company has contacted its material suppliers and customers
to  determine  their  level of Y2K  compliance.  The Company  has  scheduled  to
complete  its  assessment  during the first  quarter of 1999.  While the Company
believes  that the  probability  of the  occurance of a  disruption  is low, the
Company will develop specific  contingency  plans to address certain risk areas,
as needed,  beginning  in the first  quarter of 1999.  There can be no assurance
that the Company will not be  materially  adversely  affected by Y2K problems or
related costs.

         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  assessment  of the  Company's  Y2K
compliance, the Company's financial position,  business strategy and other plans
and objectives for future operations,

                                      -11-

<PAGE>



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 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 September 30, 1998.

                                      -12-

<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: November 12, 1998                   By:/s/   Michael L. Finch
                                             ---------------------------       
                                                   Michael L. Finch
                                              Executive Vice President and
                                                  Chief Financial Officer
                                             (Authorized Officer and Principal
                                                    Financial Officer)

                                      -13-

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule contains summary financial information extracted from the
consolidated balance sheet of Stone Energy Corporation as of September 30, 1998
and the related statement of operations for the nine months ended September 30, 
1998 and is qualified in its entirety by reference to such financial 
statements. 

</LEGEND>                                              
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-31-1998
<PERIOD-END>                                   SEP-30-1998
<CASH>                                         11,047
<SECURITIES>                                   25,429
<RECEIVABLES>                                  17,277
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               54,188
<PP&E>                                         11,013
<DEPRECIATION>                                 2,856
<TOTAL-ASSETS>                                 437,206
<CURRENT-LIABILITIES>                          48,353
<BONDS>                                        100,000
                          0
                                    0
<COMMON>                                       151
<OTHER-SE>                                     162,646
<TOTAL-LIABILITY-AND-EQUITY>                   437,206
<SALES>                                        82,955
<TOTAL-REVENUES>                               84,681
<CGS>                                          0
<TOTAL-COSTS>                                  62,335
<OTHER-EXPENSES>                               3,988
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             9,243
<INCOME-PRETAX>                                9,115
<INCOME-TAX>                                   3,240
<INCOME-CONTINUING>                            5,875
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   5,875
<EPS-PRIMARY>                                  0.39
<EPS-DILUTED>                                  0.38
        


</TABLE>


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