SOUTHERN MINERAL CORP
10QSB, 1996-11-06
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549

                                  FORM 10-QSB

         [X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

                                       OR

         [  ]    TRANSITION REPORT UNDER SECTION 13 OR 15(D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                         COMMISSION FILE NUMBER 0-8043

                          SOUTHERN MINERAL CORPORATION
       (Exact name of Small Business Issuer as specified in its charter)

            NEVADA                                          36-2068676
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

        500 DALLAS, SUITE 2800                              77002-4708
            HOUSTON, TEXAS                                  (Zip Code)
(Address of principal executive offices)

         Issuer's telephone number, including area code: (713) 658-9444


         Check whether the Issuer: (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 such shorter period that the Issuer was required to
file such reports) and (2) has been subject to such filing requirements for the
past 90 days.

                          Yes   X             No 
                               ---               ---

         State the number of shares outstanding of each of the Issuer's classes
of common equity, as of the latest practical date:  As of November 5, 1996,
there were 6,560,519 shares of the Issuer's common stock outstanding.

         Transitional Small Business Disclosure Format (check one):

                          Yes                No  X  
                              ---               ---

================================================================================
<PAGE>   2
                          SOUTHERN MINERAL CORPORATION
                               TABLE OF CONTENTS

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


PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

      Condensed Consolidated Balance Sheet as of 
            September 30, 1996................................................ 3

      Condensed Consolidated Statement of Operations for the three and nine
            months ended September 30, 1996 and 1995.......................... 4

      Condensed Consolidated Statement of Cash Flows for the nine months 
            ended September 30, 1996 and 1995................................. 5

      Notes to Condensed Consolidated Financial Statements.................... 6

Item 2. Management's Discussion and Analysis

      Financial Condition and Results of Operations........................... 7

      Liquidity and Capital Resources......................................... 9

      Subsequent Events.......................................................10

PART II. OTHER INFORMATION....................................................10





                                     Page 2
<PAGE>   3
                          SOUTHERN MINERAL CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                (000's omitted)


<TABLE>
<CAPTION>
                                                                  SEPTEMBER 30,     DECEMBER 31,
                                                                      1996             1995
                                                                  -------------     ------------
                                                                   (unaudited)
<S>                                                                  <C>              <C>
ASSETS
CURRENT ASSETS
  Cash...........................................................    $   278          $   562
  Receivables & other............................................      1,925            1,509
                                                                     -------          -------
       Total current assets......................................      2,203            2,071
PROPERTY AND EQUIPMENT, AT COST
    USING THE SUCCESSFUL EFFORTS METHOD
    FOR OIL AND GAS ACTIVITIES
  Property, plant and equipment..................................     25,480           20,890
  Accumulated depreciation and depletion.........................     (4,853)          (2,848)
                                                                     -------          -------
                                                                      20,627           18,042
  PROPERTIES HELD FOR SALE & OTHER...............................      1,400            1,554
                                                                     -------          -------
       Total assets..............................................     24,230           21,667
                                                                     =======          =======

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable & accrued liabilities.........................        762              665
  Notes payable bank.............................................      4,000            3,500
  Current maturities of long term debt...........................      1,300            1,795
                                                                     -------          -------
       Total current liabilities.................................      6,062            5,960
   Long term debt................................................      9,600            9,920
DEFERRED INCOME TAXES............................................      1,038              606
STOCKHOLDERS' EQUITY
  Common stock, par value $.01 per share; authorized
     20,000,000 and 10,000,000 shares at September 30, 1996,
     and December 31, 1995, respectively; issued 6,560,519 a
     6,369,519 shares at September 30, 1996, and December 31              66               64
  Additional paid-in capital.....................................      3,313            3,038
  Retained earnings..............................................      4,203            2,131
                                                                     -------          -------
                                                                       7,582            5,233
  Less: Treasury stock...........................................        (52)             (52)
                                                                     -------          -------
     Total stockholders' equity..................................      7,530            5,181
                                                                     -------          -------
     Total liabilities and stockholders' equity..................    $24,230          $21,667
                                                                     =======          =======
</TABLE>



         The accompanying notes are an integral part of this statement.

                                    Page 3
<PAGE>   4
                          SOUTHERN MINERAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                  (unaudited)


<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                                  SEPTEMBER 30                         SEPTEMBER 30
                                                           --------------------------           --------------------------
                                                              1996            1995                 1996            1995
                                                           ---------        ---------           ---------        ---------
                                                                (000's omitted)                       (000's omitted)
<S>                                                        <C>              <C>                 <C>              <C>
REVENUE
  Oil and gas.......................................       $   2,997        $     572           $   8,430        $   1,611
  Gain on sale and other............................              90               48                 679              168
                                                           ---------        ---------           ---------        ---------
                                                               3,087              620               9,109            1,779
EXPENSES
  Production........................................             701              190               2,051              466
  Exploration.......................................             103                5                 186              198
  Depreciation & depletion..........................             756              178               1,937              458
  Interest expense..................................             295                0                 914                0
  General & administrative..........................             420              155               1,243              558
  Severance benefit.................................               0                0                   0              117
                                                           ---------        ---------           ---------        ---------
                                                               2,275              528               6,331            1,797

Income (loss) before income taxes...................             812               92               2,778              (18)
Provision for federal & state income taxes
  Current provision.................................             (79)               0                 274                0
  Deferred provision................................             264                0                 432                0
                                                           ---------        ---------           ---------        ---------
                                                                 185                0                 706                0
                                                           ---------        ---------           ---------        ---------
Net income (loss)...................................       $     627        $      92           $   2,072        $     (18)
                                                           =========        =========           =========        =========
Primary net income (loss) per share                        $    0.09        $    0.01           $    0.30        $   (0.00)
                                                           =========        =========           =========        =========
Diluted net income (loss) per share                        $    0.08        $    0.01           $    0.29        $   (0.00)
                                                           =========        =========           =========        =========

Weighted primary average shares outstanding.........       7,325,308        6,275,114           7,005,999        5,507,017
                                                           ---------        ---------           ---------        ---------
Weighted diluted average shares outstanding.........       7,452,471        6,275,114           7,145,648        5,507,017
                                                           ---------        ---------           ---------        ---------
</TABLE>



         The accompanying notes are an integral part of this statement.

                                     Page 4
<PAGE>   5
                          SOUTHERN MINERAL CORPORATION
                CONDENSED  CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                                                             NINE MONTHS
                                                                                                          ENDED SEPTEMBER 30
                                                                                                       1996                1995
                                                                                                      -------              -----
                                                                                                            (000's Omitted)
<S>                                                                                                    <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss).........................................................................         $ 2,072              $ (18)
   Adjustments to net income (loss), net of the effects                                                                       
     of disposition in 1996..................................................................           1,618                640
                                                                                                      -------              -----
   Net cash provided by operating activities.................................................           3,690                622
                                                                                                      -------              -----

CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from sales of properties.........................................................             184                 77
   Decrease in marketable securities.........................................................               0                320
   Capital expenditures......................................................................          (4,986)              (555)
   Net cash received on disposition of assets................................................           1,143                 (2)
                                                                                                      -------              -----
   Net cash used in investing activities.....................................................          (3,659)              (160)
                                                                                                      -------              -----

CASH FLOWS FROM FINANCING ACTIVITIES
   Payments of long term debt................................................................            (315)                 0
   Proceeds from issuance of common stock....................................................               0                 31
                                                                                                      -------              -----
   Net cash (used in) provided by financing activities.......................................            (315)                31
                                                                                                      -------              -----

Net decrease (increase) in cash..............................................................            (284)               493

Cash at beginning of period..................................................................             562                 55
                                                                                                      -------              -----
Cash at end of period........................................................................         $   278              $ 548
                                                                                                      =======              =====

Supplemental Disclosure of Cash Flow Information.

During 1996 the Company exchanged 175,000 shares of common stock with a value of $241 ,000
for properties.

Cash paid for interest                                                                                    850                  0
Cash paid for taxes                                                                                       381                  6
</TABLE>



         The accompanying notes are an integral part of this statement.

                                     Page 5
<PAGE>   6
                          SOUTHERN MINERAL CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, though the Company believes that the
disclosures are adequate to make the information presented not misleading.
These condensed consolidated financial statements should be read in conjunction
with the financial statements and the notes thereto included in the Company's
latest Annual Report to Shareholders and the Annual Report to the Securities
and Exchange Commission on Form 10-KSB for the year ended December 31, 1995.
In the opinion of the Company, all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position as of
September 30, 1996 and December 31, 1995, the results of operations for the
three months and nine months ended September 30, 1996 and 1995, and the
statements of cash flow for the nine months then ended have been included.


NOTE 2 - ACQUISITIONS

On August 30, 1996, the Company acquired the limited partnership interest in
SMC Development, L.P. for $3,000,000.  The Company previously owned a 7%
general partnership interest in the partnership. The partnership assets
consisted of proved undeveloped oil and gas properties, with most of the value
related to the proved undeveloped properties that were drilled in 1996. The
acquisition was financed through an increase in the Company's Revolving Bank
Note of $1,600,000 and from internally generated working capital.

On December 20, 1995, the Company completed the acquisition of certain oil and
gas assets of Stone & Webster Oil Company, Inc., and the outstanding capital
stock of Spruce Hills Production Company, Inc., San Salvador Development
Company, Inc., and Venture Resources, Inc., which are engaged in oil and gas
related businesses, including production, marketing and pipelines.  The total
cost of the acquisition was approximately $16,400,000.  The acquisition was
financed by bank borrowings of $15,215,000 and internally generated working
capital of $1,209,000.

The following summarizes pro forma (unaudited) information and assumes the
acquisitions had occurred on January 1, 1995.

<TABLE>
<CAPTION>
                                           Nine Months Ended September 30, 1995
                                          --------------------------------------
                                          (000's omitted, except per share data)
<S>                                                      <C>
Revenues                                                 $   8,188
Net Income                                                     894
Net Income per share                                     $     .13
</TABLE>

These pro forma results are not necessarily indicative of those that would have
occurred had the acquisitions taken place at the beginning of 1995.  The above
amounts reflect adjustments for interest on notes payable issued as part of the
purchase price, depreciation on revalued property, plant and equipment and
general and administrative expenses.


                                     Page 6
<PAGE>   7
                          SOUTHERN MINERAL CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS


FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the Quarter Ended September 30, 1996
As Compared to the Quarter Ended September 30, 1995

The Company recorded  income of $627,000, or $.09 per share, for the three
months ended September 30, 1996, compared to income of $92,000, or $.01 per
share, in the comparable 1995 period.  Revenues for the quarter ended September
30, 1996, were $3,087,000, up 398% compared to revenues for the same period in
1995 of $620,000.  Expenses for the quarter ended September 30, 1996, were
$2,275,000, up 331% compared to expenses of $528,000 for the quarter ended
September 30, 1995.  The quarter ended September 30, 1996, includes the results
of operations from the acquisition of certain oil and gas assets and companies
of Stone & Webster Oil Company, Inc., which closed on December 20, 1995, and
the results of operations from the acquisition of the limited partnership
interest in SMC Development, L.P., which closed on August 30, 1996.

The increase in revenues reflects higher production volumes of both natural gas
and crude oil and higher prices for both natural gas and crude oil.  Natural
gas production in the third quarter of 1996 was 884 Mmcf, a 580% increase
compared to third quarter 1995 production of 130 Mmcf.  The Company's crude oil
production in the quarter ended September 30, 1996, increased 162% to 58,859
barrels compared to 22,486 barrels in 1995.  The Company's average oil price in
the quarter ended September 30, 1996, increased 13% to $18.51 per barrel
compared to $16.37 per barrel in the same period in 1995.  Natural gas prices
in the quarter ended September 30, 1996, increased 29% to $1.97  per Mcf, as
compared to $1.53 per Mcf in the same period in 1995.  Higher production
volumes were primarily due to the acquisitions mentioned above.

The increase in expenses in the quarter ended September 30, 1996, is primarily
the result of the inclusion of the above mentioned acquisitions.  Production
expenses increased 269% to $701,000 in 1996 from $190,000 in 1995.  Interest
expense for the quarter ended September 30, 1996 is $295,000, and results from
the bank debt incurred to finance the acquisitions mentioned above.  There is
no interest expense in the comparable quarter in 1995.  Depreciation and
depletion expense increased 325% to $756,000 in the quarter ended September 30,
1996, from $178,000 in the comparable quarter in 1995.  The Company computes
depreciation and depletion expenses on each producing property on a unit-of-
production method.  Since this method employs estimates of remaining reserves,
depreciation and depletion expenses may vary from year to year because of
revisions to reserve estimates, production rates and other factors.  General
and administrative costs are $420,000 in the quarter ended September 30, 1996,
up 171% from $155,000 in the comparable period in 1995. Taxes of $185,000 in
the quarter ended September 30, 1996, are a result of a credit of $89,000 in
foreign income taxes relating to a downward revision in estimated 1996 income
from Canadian operations acquired in December 1995, $20,000 in current state
and federal taxes and $264,000 in deferred taxes; there were no comparable
taxes in the same period in 1995.  Exploration expenses increased to $103,000
in 1996 from $5,000 in 1995.  Since the Company uses the successful efforts
method of accounting, exploration expenses may generally vary greatly from year
to year based upon the level of exploration activity during the year.  The
increase in exploration expenses in the quarter ended September 30, 1996, is
the primarily result of a dry hole expense of $73,000 on a well drilled in
Jackson County, Texas.


                                     Page 7
<PAGE>   8
For the Nine Months Ended September 30, 1996
As Compared to the Nine Months Ended September 30, 1995

The Company recorded  income of $2,072,000, or $.30 per share, for the nine
months ended September 30, 1996, compared to a loss of $18,000 in the
comparable 1995 period.  Revenues for the nine months ended September 30, 1996,
were $9,109,000, up 412% compared to revenues for same period in 1995 of
$1,779,000.  Expenses for the nine months ended September 30, 1996, were
$6,331,000, up 252% compared to expenses of $1,797,000 for the nine months
ended September 30, 1995.  The nine months ended September 30, 1996, includes
the results of operations from the acquisition of certain oil and gas assets
and companies of Stone & Webster Oil Company, Inc., which closed on December
20, 1995, and the results of operations from the acquisition of the limited
partnership interest in SMC Development, L.P., which closed on August 30, 1996.

The increase in revenues reflects higher production volumes of both natural gas
and crude oil and higher prices for both natural gas and crude oil.  Natural
gas production in the nine months ended September 30, 1996, was 2,427 Mmcf, a
649% increase compared to production of 324 Mmcf in the same period in 1995.
The Company's crude oil production for the nine months ended September 30,
1996, increased 158% to 168,696 barrels compared to 65,356 barrels in 1995.
The Company's average oil price in the nine month period ended September 30,
1996, increased 7% to $18.07 per barrel compared to $16.85 per barrel in the
comparable period in 1995.  Natural gas prices in the nine months ended
September 30, 1996, increased 24% to $1.91 per Mcf, as compared to $1.54 per
Mcf in the same period in 1995.  Higher production volumes were primarily due
to the acquisitions mentioned above. In March, 1996, the Company sold Venture
Resources, Inc. and its subsidiaries ("Venture") for approximately $1,100,000
net of associated expenses.  Venture's assets consisted of ten pipeline and
gathering systems, which did not form a part of the Company's long term
business strategy.  The proceeds of the sale were used to reduce the Company's
bank debt.  Revenue and income  increased in the nine month period ended
September 30, 1996, by $318,000 as a result of the gain on the sale of the
Venture pipeline and gathering assets.

Expenses increased in the nine months ended September 30, 1996, primarily as a
result of the inclusion of the above mentioned acquisitions.  Production
expenses increased 340% to $2,051,000 in 1996 from $466,000 in 1995.  Interest
expense for the nine months ended September 30, 1996, was $914,000, and results
from the bank debt incurred to finance the acquisitions mentioned above.  There
is no interest expense in the comparable period in 1995.  Depreciation and
depletion expense increased 323% to $1,937,000 in the nine month period ended
September 30, 1996, from $458,000 in the comparable period in 1995.  The
Company computes depreciation and depletion expenses on each producing property
on a unit-of-production method.  Since this method employs estimates of
remaining reserves, depreciation and depletion expenses may vary from year to
year because of revisions to reserve estimates, production rates and other
factors.  General and administrative costs are $1,243,000 in the nine month
period ended September 30, 1996, up 84% from $675,000 in the comparable period
in 1995. General and administrative costs in 1995 include $117,000 in severance
payments.  Taxes of $706,000 in the nine month period ended September 30, 1996,
are a result of $349,000 in foreign income taxes relating to income from
Canadian operations acquired in December 1995, $76,000 in current state and
federal taxes and $432,000 in deferred taxes; there were no comparable taxes in
the same period in 1995.  By contrast, exploration expenses declined 6% to
$186,000 in 1996 from $198,000 in 1995.  Since the Company uses the successful
efforts method of accounting, exploration expenses may generally vary greatly
from year to year based upon the level of exploration activity during the year.


                                     Page 8
<PAGE>   9
LIQUIDITY AND CAPITAL RESOURCES
For the Period Ended September 30, 1996

On December 20, 1995, the Company entered into credit facilities with a bank
that consisted of a secured reducing revolving line of credit of $12,500,000
("Revolver Note") and a note payable of $3,500,000 ("Term Note") (collectively,
the "Credit Facility").  The proceeds of the Credit Facility were used to
finance the acquisition of certain oil and gas assets of Stone & Webster Oil
Company, Inc.  Effective August 30, 1996, the bank modified the terms of the
Revolver Note.   As of August 30, 1996, the Revolver Note borrowing base was
increased to $11,700,000, and reduces $175,000 per month. The increase was used
to finance the acquisition of the limited partnership interest in SMC
Development, L. P. At September 30, 1996, the Revolver Note had a balance due
of $10,900,000, and available commitments to lend $800,000. The borrowing base
is reviewed by the bank semi-annually until maturity on June 1, 1998.  The Term
Note was due on July 1, 1996, and was refinanced on June 28, 1996. The Term
Note was increased to $4,000,000 from $3,500,000 and matures on July 1, 1997.
The obligations under the Credit Facility are secured by substantially all of
the assets of the Company and its subsidiaries.  The Credit Facility contains
certain covenants relating to the Company's financial condition.  The Term Note
interest rate was reduced to the lending bank's prime rate plus one and three
quarters percent, floating, from two percent, floating.  The Revolver Note
bears interest, at the Company's option, of either prime rate floating or at
the LIBOR rate plus two and one-half percent.  Upon payment of the Term Note,
the LIBOR rate option on the Revolver Note is reduced to LIBOR plus two and
one-quarter percent.  The Revolver Note commitment is to be reduced by $525,000
in the three months ended December 31, 1996, $2,100,000 in 1997, and $8,275,000
in 1998.

Cash flow from operating activities for the nine month period ended September
30, 1996 increased to $3,690,000 or 493% from $622,000 in the comparable period
in 1995.

On August 30, 1996, the Company acquired the limited partnership interest of
SMC Development, L. P.  The cost of the acquisition was $3,000,000, and was
financed by a $1,600,000 increase in the Company's Revolving Note borrowing
base and $1,400,000 from internally generated working capital.

Working capital as of September 30, 1996 is a deficit $3,858,000, compared to a
deficit of $3,889,000 as of December 31, 1995. The working capital deficit of
$3,858,000 as of September 30, 1996, includes $1,300,000 in current maturities
outstanding under the Revolver Note and $4,000,000 outstanding under the Term
Note.

Cash and cash equivalents and marketable securities declined to $278,000 at
September 30, 1996, from $562,000 at December 31, 1995.  Unadvanced bank
commitments to lend under the Revolver Note at September 30, 1996, are
$800,000.

The Company anticipates that it will rely on various sources to fund its
principal business activity.  Such funding sources may include, but are not
limited to, working capital, the issuance of the Company's capital stock,
public and private equity and debt markets and lending institutions such as
banks and energy investment firms.

The Company did not pay dividends in the period ended September 30, 1996, nor
in fiscal 1995 or 1994.  In addition, the Company's Credit Facility currently
restricts the declaration or payment of dividends.  It is likely that for the
foreseeable future, funds available for dividends on common stock, if any, will
be retained by the Company to finance future growth.


                                     Page 9
<PAGE>   10
SUBSEQUENT EVENTS

Subsequent to September 30, 1996, certain leases held for exploration
activities lapsed. The Company has initiated activities to reacquire these
leases. Should the Company be unsuccessful in completing the releasing of these
leases under favorable terms, then the Company will be required to record an
exploration expense of up to $600,000 in the fourth quarter of 1996.



                                    PART II


                               OTHER INFORMATION

Items 1, 2, 3, and 5 for which provision is made in the applicable regulations
of the Securities and Exchange Commission are not required under the related
instructions or are inapplicable, and therefore have been omitted.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBITS:

             2.1     Purchase and Sale Agreement and Assignment of Partnership
                     Interest, dated August 30, 1996, by and between Torch
                     Energy Finance Fund Limited Partnership I and Southern
                     Mineral Corporation (incorporated by reference to Exhibit
                     2.1 to Form 8-K of the Company dated August 30, 1996).

             2.2     Agreement Regarding Dissolution of Partnerships, dated
                     August 30, 1996,  between Southern Mineral Corporation and
                     Diasu Oil & Gas, Inc. (incorporated  by reference to
                     Exhibit 2.2 to Form 8-K of the Company dated August 30,
                     1996).

             10.1    Amendment to Credit Agreements between Southern Mineral
                     Corporation et al and Compass Bank-Houston dated August
                     30, 1996 (incorporated by reference to Exhibit 10.1 to
                     Form 8-K of the Company dated August 30, 1996).

             11.1    Computation of earnings per common and equivalent share
                     (filed herewith)

             27.1    Financial Data Schedule (filed herewith)


         (b) REPORT ON FORM 8-K:

             Form 8-K of the Company, dated August 30, 1996, reporting the
             purchase of the limited partnership interest in SMC Development,
             L. P., a Texas limited partnership,  for $3,000,000.


                                    Page 10
<PAGE>   11
                                   SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                        SOUTHERN MINERAL CORPORATION


Date: November 6, 1996                  By           /s/
                                            ------------------------
                                                 James H. Price
                                             Vice President-Finance


                                    Page 11

<PAGE>   12


                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
   No.                Description
- -------               -----------
<S>        <C>
11.1       Computation of Earnings per Common and Common 
            Equivalent Share

27         Financial Data Schedule
</TABLE>



<PAGE>   1
SOUTHERN MINERAL CORPORATION
Exhibit 11.1


         COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
                    (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                    Quarter Ended               Quarter Ended            
                                                  September 30, 1996          September 30, 1995           
                                                                Fully                       Fully         
                                                 Primary       Diluted       Primary       Diluted         
                                                 -------------------------------------------------
<S>                                              <C>           <C>           <C>            <C>            
Net Earnings (loss)                              $  627        $  627        $   92         $   92          
                                                 =================================================
Weighted average number of common                                                                           
  shares outstanding                              6,469         6,469         6,275          6,275          
                                                                                                            
Excess of shares issuable upon exercise                                                                     
  of stock options over shares deemed                                                                       
  retired under the "modified treasury stock"                                                               
  method                                            856           983             0              0          
                                                 -------------------------------------------------
Weighted average number of common                                                                           
  and dilutive common equivalent shares                                                                     
  outstanding                                     7,325         7,452         6,275          6,275          
                                                 =================================================
Earnings (loss) per common and                                                                              
  common equivalent share                        $ 0.09        $ 0.08        $ 0.01         $ 0.01          
                                                 =================================================

<CAPTION>
                                                  Nine Months Ended           Nine Months Ended
                                                  September 30, 1996          September 30, 1995
                                                                Fully                       Fully         
                                                 Primary       Diluted       Primary       Diluted         
                                                 -------------------------------------------------
<S>                                              <C>           <C>           <C>            <C>            
Net Earnings (loss)                              $2,072        $2,072        $   (18)       $  (18)
                                                         
Weighted average number of common                        
  shares outstanding                              6,461         6,461          5,507         5,507
                                                         
Excess of shares issuable upon exercise                  
  of stock options over shares deemed                    
  retired under the "modified treasury stock"            
  method                                            545           685              0             0
                                                 -------------------------------------------------
Weighted average number of common                        
  and dilutive common equivalent shares                  
  outstanding                                     7,006         7,146          5,507         5,507
                                                 =================================================
Earnings (loss) per common and                           
  common equivalent share                        $ 0.30        $ 0.29        $ (0.00)       $(0.00)
                                                 =================================================
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM QUARTERLY
REPORT ON FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 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-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                             278
<SECURITIES>                                         0
<RECEIVABLES>                                    1,674
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 2,203
<PP&E>                                          25,480
<DEPRECIATION>                                 (4,853)
<TOTAL-ASSETS>                                  24,230
<CURRENT-LIABILITIES>                            6,062
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            66
<OTHER-SE>                                       7,464
<TOTAL-LIABILITY-AND-EQUITY>                    24,230
<SALES>                                          8,430
<TOTAL-REVENUES>                                 9,109
<CGS>                                                0
<TOTAL-COSTS>                                    2,051
<OTHER-EXPENSES>                                 3,366
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 914
<INCOME-PRETAX>                                  2,778
<INCOME-TAX>                                       706
<INCOME-CONTINUING>                              2,072
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,072
<EPS-PRIMARY>                                      .30
<EPS-DILUTED>                                      .29
        

</TABLE>


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