MCMORAN OIL & GAS CO /DE/
8-K, 1996-12-20
CRUDE PETROLEUM & NATURAL GAS
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                         SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549


                                      FORM 8-K

                                   CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of the

                           Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported):  December 20, 1996

                                McMoRan Oil & Gas Co.


          Delaware               0-23870                72-1266477
      (State or other          (Commission            (IRS Employer
      jurisdiction of          File Number)           Identification
      incorporation or                                Number)               
      organization)

                                 1615 Poydras Street
                            New Orleans, Louisiana  70112

  Registrant's telephone number, including area code:  (504) 582-4000






          Item 5.   Other Events.
               ------------------
          CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
          OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

               From time to time, McMoRan Oil & Gas Co. (the "Company") may
          make certain written and  oral forward-looking statements.   Some
          important factors  that  could  cause actual  results  to  differ
          materially from  the anticipated  results or  other  expectations
          expressed in the Company's forward-looking statements include the
          following:  inherent imprecision in  estimating the level of  the
          Company's current reserves; potential inability to capitalize  on
          the Company's proved  undeveloped reserves; substantial  reliance
          on the  spot  market  price  of  oil  and  natural  gas  and  the
          substantial volatility of  such prices;  significant reliance  on
          the  labor  and   services  of   independent  contractors   whose
          availability and cost may fluctuate; operating hazards, including
          the unpredictable affect of natural occurrences on operations and
          the significant possibility  of accidents  resulting in  personal
          injury and property damage;  effect on the Company's  performance
          of  federal,   state   and  local   regulation   of   operations,
          particularly environmental  and  occupational safety  and  health
          regulation; timing of necessary governmental permits and approval
          relating to operations; highly competitive nature of oil and  gas
          industry; the  speculative nature  of  oil and  gas  exploration;
          fluctuations  in   interest  rates;   difficulties  in   reaching
          agreements, or resolving disputes,  with joint venture  partners,
          government  officials,  suppliers  or  customers;  and  potential
          disputes with property claimants.

               Many of these  factors are beyond  the Company's ability  to
          control or predict.  Investors are  cautioned not to place  undue
          reliance upon forward-looking statements.  The Company  disclaims
          any  intent   or  obligation   to  update   its   forward-looking
          statements, whether as a result of receiving new information, the
          occurrence of future events or otherwise.

               A more  detailed  discussion  of certain  of  the  foregoing
          factors follows:

          Dependence On and Volatility Of Oil and Natural Gas Prices
               The revenues generated by  the Company and estimated  future
          net revenue  are highly  dependent upon  the  prices of  oil  and
          natural gas.  The nature of the energy market makes it  difficult
          to estimate  future  prices of  oil  and natural  gas.    Various
          factors beyond the control  of the Company  affect prices of  oil
          and natural gas,  including worldwide and  domestic supplies  of,
          and demand for, oil and natural  gas, the ability of the  members
          of the Organization of Petroleum Exporting Countries to agree  to
          and  maintain  oil  price  and  production  controls,   political
          instability or armed conflict in oil-producing regions, the price
          of foreign imports, the level of  consumer demand, the price  and
          availability of alternative fuels,  the availability of  pipeline
          capacity and  changes in  existing federal  regulation and  price
          controls.  It  is likely  that oil  and natural  gas prices  will
          continue to fluctuate in the  future, which may adversely  affect
          the Company's business.

          Speculative Nature of Oil and Gas Exploration
               The search for oil and natural  gas is a highly  speculative
          activity, involves numerous risks and frequently is unproductive.
           Wells may be dry and productive wells may not produce enough oil
          or natural gas to  produce a profit or  even return the  invested
          capital.  Without  successful drilling  or acquisition  ventures,
          the Company's assets, properties and revenues will decline.

          Imprecision in Estimating Current Reserves
               In general, estimates  of economically  recoverable oil  and
          natural gas reserves are based upon a number of variable  factors
          and assumptions, such  as historical production  and the  assumed
          effects of regulation  by governmental  agencies and  assumptions
          concerning  future   oil   and   gas   prices,   future   capital
          expenditures, future lease operating  costs and future  plugging,
          abandonment and salvage costs, all of which may vary considerably
          from actual  results.   All such  estimates  are to  some  degree
          speculative, and classifications of reserves are only attempts to
          define the degree  of speculation involved.   For these  reasons,
          estimates of  the economically  recoverable oil  and natural  gas
          reserves attributable to any  particular group of properties  and
          classifications of  such  reserves  based on  risk  of  recovery,
          prepared by  different  engineers or  by  the same  engineers  at
          different sites, may vary  substantially.  The meaningfulness  of
          such estimates is highly dependent on the assumptions upon  which
          they are based.

          Potential Inability to Capitalize on Proved Undeveloped Reserves
               A portion of the Company's oil  and gas reserves are  proved
          undeveloped reserves.  Successful  development and production  of
          such reserves, although they are categorized as "proved,"  cannot
          be assured.   Additional  drilling will  be necessary  in  future
          years both to maintain production levels and to define the extent
          and recoverability of existing reserves.   There is no  assurance
          that present  oil  and natural  gas  wells of  the  Company  will
          continue to produce at current or anticipated rates of production
          or that  production  rates  achieved  in  early  periods  can  be
          maintained.

          Operating Hazards
               The Company's operations  are subject to  the usual  hazards
          incident to the drilling and production of natural gas and  crude
          oil, such  as  blowouts,  cratering,  explosions,  uncontrollable
          flows of  oil,  natural gas  or  well fluids,  fires,  pollution,
          releases of toxic gas and other environmental hazards and  risks.
           Offshore oil and  gas operations are  subject to the  additional
          hazards of marine  operations, such as  capsizing, collision  and
          adverse weather  and sea  conditions.   These hazards  can  cause
          personal  injury  and  loss  of   life,  severe  damage  to   and
          destruction of property and equipment, environmental damages  and
          suspension of operations.  The Company's drilling operations  may
          be curtailed,  delayed  or  canceled  as  a  result  of  numerous
          factors,   including,   weather   conditions,   compliance   with
          governmental requirements and shortages or delays in the delivery
          of equipment.

          Reliance on Contractors
               The Company has undertaken a  policy of limiting its  number
          of permanent employees and, to that end, extensively utilizes the
          services of independent  consultants and  contractors to  perform
          various professional  services,  particularly  in  the  areas  of
          construction, design,  well site  surveillance and  environmental
          assessment.  Field and on-site production operation services such
          as pumping, maintenance, dispatching, inspection and testing, are
          also  extensively  provided  by  independent  contractors.    The
          availability and cost of such contractors may fluctuate from time
          to  time,  particularly  when   the  demand  for  such   services
          increases.     The   Company's   operations   may   be   affected
          detrimentally by such fluctuations.

          Federal, State and Local Regulation
               The exploration,  production and  development operations  of
          the Company are  subject to regulation  at both  the federal  and
          state levels.  Such regulation includes requiring permits for the
          drilling of wells as well as  the maintenance of certain  bonding
          and insurance requirements in order to  drill or operate wells.  
          The Company's exploration, production and development  operations
          are also subject to various  conservation laws and regulations.  
          The Company's operations are subject to extensive federal,  state
          and  local  regulatory  requirements  relating  to  environmental
          affairs,  health,  safety  and  waste  management  and   chemical
          products.  Moreover, the  recent trend toward stricter  standards
          in  environmental  legislation  and  regulations  is  likely   to
          continue.   It  is possible  that  future developments,  such  as
          stricter  environmental  laws  or   regulations,  could  have   a
          significant impact on the Company's operating costs. 

          Competition
               Competition in  the oil  and gas  industry is  intense.   In
          seeking to  obtain  new  leases and  exploration  prospects,  the
          Company faces competition from both major and independent oil and
          gas companies.   Many  of these  competitors have  financial  and
          other resources substantially in excess of those available to the
          Company and may, accordingly, be better positioned to acquire and
          exploit prospects,  hire personnel  and  market production.    In
          addition, many of the Company's larger competitors may be  better
          able to  withstand  the effect  of  changes in  factors  such  as
          worldwide oil and  natural gas prices  and levels of  production,
          the  cost  and   availability  of  alternative   fuels  and   the
          application of government  regulations, which  affect demand  for
          the Company's oil and natural gas  production and are beyond  the
          control of the Company.  Such competition also adversely  affects
          the Company's ability  to obtain scarce  drilling and  completion
          equipment, services and supplies, and  there can be no  assurance
          that sufficient drilling and  completion equipment, services  and
          supplies will be available when needed.  Any such shortages could
          delay the proposed exploration, development and sales  activities
          of the Company and could cause  a material adverse affect to  the
          financial condition of the Company.

          Joint Ventures
               In order to help defray operational costs to the Company and
          increase the number of available prospects, the Company has
          entered into certain joint venture arrangements.  Although the
          Company anticipates no negative impact as a result of such
          arrangements, the Company cannot guarantee that disputes in the
          future will not arise.  Such potential difficulties could hinder
          the Company's ability to continue operations on property under
          the control of such joint ventures.




                                      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.

                                        McMoRan Oil & Gas Co.


                                        By:   /s/ William J. Blackwell
                                             ------------------------------
                                             William J. Blackwell
                                                   Controller
                                            (authorized signatory and
                                           Principal Accounting Officer)

          Date:  December 20, 1996



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