<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.1)*
TITAN EXPLORATION, INC.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
888289 10 5
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 6 Pages
<PAGE> 2
Schedule 13G/A
CUSIP No. 888289 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Natural Gas Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 6,159,366
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 7 SOLE DISPOSITIVE POWER
6,159,366
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,159,366
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3%
12 TYPE OF REPORTING PERSON (See Instructions) PN
Page 2 of 6 Pages
<PAGE> 3
Schedule 13G/A
CUSIP No. 888289 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
G.F.W. Energy, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 6,159,366
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 7 SOLE DISPOSITIVE POWER
6,159,366
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,159,366
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3%
12 TYPE OF REPORTING PERSON (See Instructions) PN
Page 3 of 6 Pages
<PAGE> 4
ITEM 1.
(a) Name of issuer: Titan Exploration, Inc.
(b) Address of issuer's principal executive offices:
500 West Texas, Suite 500
Midland, Texas 79701
ITEM 2.
(a) Name of persons filing:
This report is filed by Natural Gas Partners, L.P. ("NGP") and
G.F.W. Energy, L.P. ("Energy"). Energy is the sole general partner of
NGP.
(b) Address of principal business office:
The address of the principal business office of each of NGP
and Energy is 500 West Putnam Avenue, 4th Floor, Greenwich,
Connecticut 06830.
(c) Citizenship:
NGP and Energy both are limited partnerships formed under the
laws of Delaware.
(d) Title of class of securities: Common Stock, par value $.01 per
share
(e) CUSIP Number: 888289 10 5
ITEM 3. STATUS AS PERSON FILING PURSUANT TO RULE 13d-1(b) OR 13d-2(b): Not
Applicable
ITEM 4. OWNERSHIP
(a) Amount beneficially owned: 6,159,366 shares. The reporting
persons acquired 4,767,407 shares prior to the registration of the
issuer's Common Stock under Section 12 of the Act and acquired
1,391,959 shares in exchange for shares of common stock of Offshore
Energy Development Corporation ("OEDC"), pursuant to a merger of OEDC
with and into a wholly-owned subsidiary of the issuer.
(b) Percent of class: 15.3%.
(c) Number of shares as to which each person has:
(i) sole power to vote or to direct the vote: 6,159,366
shares
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the disposition of:
6,159,366 shares
(iv) shared power to dispose or to direct the disposition
of: None
Page 4 of 6 Pages
<PAGE> 5
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
Page 5 of 6 Pages
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
NATURAL GAS PARTNERS, L.P.
By: G.F.W. Energy, L.P., General Partner
By: /s/ R. GAMBLE BALDWIN
-------------------------------
R. Gamble Baldwin
General Partner
Dated: February 13, 1998
G.F.W. ENERGY, L.P.
By: /s/ R. GAMBLE BALDWIN
-------------------------------
R. Gamble Baldwin
General Partner
Dated: February 13, 1998
Page 6 of 6 Pages
<PAGE> 7
EXHIBIT 1
AGREEMENT
The undersigned reporting persons hereby agree that the statements
filed pursuant to this Schedule 13G/A dated February 13, 1998, to which this
Agreement is filed as an exhibit, is filed on behalf of each of them.
NATURAL GAS PARTNERS, L.P.
By: G.F.W. Energy, L.P., General Partner
By: /s/ R. GAMBLE BALDWIN
-------------------------------
R. Gamble Baldwin
General Partner
Dated: February 13, 1998
G.F.W. ENERGY, L.P.
By: /s/ R. GAMBLE BALDWIN
-------------------------------
R. Gamble Baldwin
General Partner
Dated: February 13, 1998
