<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

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



                  For the quarterly period ended JUNE 30, 1997
                                        
                                       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 0-22149

                          EDGE PETROLEUM CORPORATION
            (Exact name of registrant as specified in its charter)



            Delaware                                             76-0511037
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)



                             Texaco Heritage Plaza
                            1111 Bagby, Suite 2100
                             Houston, Texas 77002
                   (Address of principal executive offices)


                                (713) 654-8960
             (Registrant's telephone number, including area code)


          Indicate by checkmark 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  [ ]

*The registrant became subject to the reporting requirements of Section 13 of
the Securities Exchange Act of 1934 on February 25, 1997.

          Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.

            Class                   Outstanding at August 12 , 1997
            -----                   -------------------------------

         Common Stock                         7,711,947
<PAGE>
 
                         PART I FINANCIAL INFORMATION


Item 1.  Financial Statements
EDGE PETROLEUM CORPORATION

CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

                                                    JUNE 30,      DECEMBER 31,
                                                      1997           1996
                                                  ------------   ------------
                                                   (UNAUDITED)
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                       $ 25,423,572   $  1,543,228
  Accounts receivable, trade                         3,146,478      2,038,889
  Accounts receivable, joint interest owners, net    5,292,703      1,378,453
  Receivables from related parties                     235,361        186,562
  Other current assets                                 410,078        114,456
                                                  ------------   ------------
      Total current assets                          34,508,192      5,261,588

PROPERTY AND EQUIPMENT, Net - full cost method
 of accounting for oil and gas properties           17,105,936     11,989,241

DEFERRED OFFERING COSTS                                             1,006,379

OTHER ASSETS                                             7,788         18,320
                                                  ------------   ------------
TOTAL ASSETS                                      $ 51,621,916   $ 18,275,528
                                                  ============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable, trade                         $  4,527,544   $  1,695,366
  Accounts payable to related party                     40,000      1,372,450
  Accrued interest payable                                             74,354
  Accrued liabilities                                1,317,376      1,128,967
  Current portion of notes payable                                    300,058
                                                  ------------   ------------
      Total current liabilities                      5,884,920      4,571,195

NOTES PAYABLE                                                      11,561,844

DEFERRED INCOME TAXES                                  248,673        248,673

MINORITY INTEREST                                                   2,267,185
                                                  ------------   ------------
      Total liabilities                              6,133,593     18,648,897
                                                  ------------   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value; 5,000,000 
   shares authorized; none outstanding                  
  Common stock, $.01 par value; 25,000,000
   shares authorized; 7,711,947 shares issued
   and outstanding                                      77,120
  Additional paid-in capital                        47,305,694
  Retained earnings                                  2,036,889
  Unearned compensation - restricted stock          (3,931,380)
  Equity (deficit) of predecessor entities                           (373,369)
                                                  ------------   ------------
      Total stockholders' equity                    45,488,323       (373,369)
                                                  ------------   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $ 51,621,916   $ 18,275,528
                                                  ============   ============

See notes to consolidated financial statements.

                                       2
<PAGE>
 
EDGE PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE> 
<CAPTION> 
                                                       THREE MONTHS ENDED         SIX MONTHS ENDED     
                                                            JUNE 30,                  JUNE 30,         
                                                    ------------------------   ------------------------
                                                       1997         1996          1997         1996
<S>                                                 <C>          <C>           <C>          <C> 
OIL AND NATURAL GAS REVENUES                        $ 3,016,085  $ 1,797,460   $ 6,457,086  $ 3,074,561 

OPERATING EXPENSES:
  Oil and natural gas operating expenses                670,825      262,159     1,299,238      610,496
  Depreciation, depletion and amortization              562,830      342,533     1,178,594      651,755
  General and administrative expenses                 1,291,300      515,909     2,260,118    1,395,635
                                                    -----------  -----------   -----------  -----------
      Total operating expenses                        2,524,955    1,120,601     4,737,950    2,657,886
                                                    -----------  -----------   -----------  -----------
OPERATING INCOME                                        491,130      676,859     1,719,136      416,675

OTHER INCOME AND EXPENSE:
  Interest expense                                       (1,617)    (209,845)     (181,924)    (363,685)
  Interest income                                       391,451                    499,677
                                                    -----------  -----------   -----------  -----------
NET INCOME BEFORE INCOME TAXES AND                      
 MINORITY INTEREST                                      880,964      467,014     2,036,889       52,990

INCOME TAX (EXPENSE) BENEFIT                            224,574     (107,256)                     5,279

MINORITY INTEREST                                                   (199,189)                     9,804
                                                    -----------  -----------   -----------  -----------
NET INCOME                                          $ 1,105,538  $   160,569   $ 2,036,889  $    68,073
                                                    ===========  ===========   ===========  ===========
PRO FORMA EARNINGS PER SHARE                        $      0.14  $      0.03   $      0.30  $      0.01
                                                    ===========  ===========   ===========  ===========
PRO FORMA WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                            7,711,947    4,701,361     6,797,128    4,701,361
                                                    ===========  ===========   ===========  ===========
</TABLE> 

See notes to consolidated financial statements.

                                       3
<PAGE>
 
EDGE PETROLEUM CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------
<TABLE> 
<CAPTION>

                                                                                          EQUITY         UNEARNED
                                           COMMON STOCK        ADDITIONAL              (DEFICIT) OF    COMPENSATION       TOTAL
                                       ---------------------    PAID-IN     RETAINED    PREDECESSOR     RESTRICTED     STOCKHOLDER'S
                                        SHARES      AMOUNT      CAPITAL     EARNINGS     ENTITIES         STOCK           EQUITY
<S>                                    <C>          <C>         <C>         <C>         <C>            <C>             <C> 
BALANCE,
 DECEMBER 31, 1996                                                                       $ (373,369)                   $  (373,369)

Combination (unaudited)                4,701,361    $ 47,014   $ 3,179,252                  373,369                      3,599,635

Public stock offering, net of
 offering costs of $2.3 million 
 (unaudited)                           2,760,000      27,600    39,994,279                                              40,021,879

Issuance of restricted common
 stock (unaudited)                       250,586       2,506     4,132,163                             $ (4,134,669)             - 

Compensation expense (unaudited)                                                                            203,289        203,289

Net income (unaudited)                                                        2,036,889                                  2,036,889
                                       ---------    --------   -----------  -----------  ----------    ------------    -----------
BALANCE,
 June 30, 1997 (unaudited)             7,711,947    $ 77,120   $47,305,694  $ 2,036,889  $        -    $ (3,931,380)   $45,488,323
                                       =========    ========   ===========  ===========  ==========    ============    ===========
</TABLE> 

See notes to consolidated financial statements.

                                       4
<PAGE>
 
EDGE PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------

                                                           SIX MONTHS ENDED
                                                               JUNE 30,
                                                    ---------------------------
                                                        1997           1996
                                                    ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                        $  2,036,889   $     68,073
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation, depletion and amortization           1,178,594        651,755
    Deferred income taxes                                                (5,279)
    Compensation expense                                 203,289
    Minority interest                                                    (9,804)
  Changes in assets and liabilities:
    Accounts receivable, trade                        (1,107,589)    (1,266,073)
    Accounts receivable, joint interest owners, net   (3,914,250)       333,552
    Receivable from related parties                      (48,799)       (63,292)
    Other current assets                                (295,622)      (133,446)
    Other assets                                          10,532         29,360
    Accounts payable, trade                            2,807,854      1,370,436
    Accrued interest payable                             (74,354)        12,237
    Accrued liabilities                                  188,409        387,365
                                                    ------------   ------------
        Net cash provided by operating activities        984,953      1,374,884
                                                    ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Property and equipment purchases                    (6,545,289)    (5,453,565)
  Proceeds from the sale of oil and gas properties       250,000      1,444,574
                                                    ------------   ------------
        Net cash used in investing activities         (6,295,289)    (4,008,991)
                                                    ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable                            867,350      3,250,000
  Payment on notes payable                           (11,017,348)  
  Payment on long-term notes payable                    (387,580)       (89,144)
  Payment on related party subordinated loans         (1,300,000)
  Net proceeds from issuance of common stock          41,028,258
                                                    ------------   ------------
        Net cash provided by financing activities     29,190,680      3,160,856
                                                    ------------   ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS             23,880,344        526,749

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD         1,543,228        200,831
                                                    ------------   ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD            $ 25,423,572   $    727,580
                                                    ============   ============
SUPPLEMENTAL CASH FLOW DISCLOSURES - Cash paid
 for interest                                       $    256,278   $    367,492

NON-CASH TRANSACTIONS:
  Combination transactions                          $  3,599,635
  Deferred offering costs at December 31, 1996
   charged to equity                                $  1,006,379


See notes to consolidated financial statements.

                                       5
<PAGE>
 
EDGE PETROLEUM CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The financial statements included herein have been prepared by Edge
   Petroleum Corporation, a Delaware corporation (the "Company"), without audit
   pursuant to the rules and regulations of the Securities and Exchange
   Commission, and reflect all adjustments which are, in the opinion of
   management, necessary to present a fair statement of the results for the
   interim periods on a basis consistent with the annual audited Supplementally
   Combined Financial Statements. All such adjustments are of a normal recurring
   nature. The results of operations for the interim period are not necessarily
   indicative of the results to be expected for an entire year. Certain
   information, accounting policies and footnote disclosures normally included
   in financial statements prepared in accordance with generally accepted
   accounting principles have been omitted pursuant to such rules and
   regulations, although the Company believes that the disclosures are adequate
   to make the information presented not misleading. Certain prior year amounts
   have been reclassified to conform to the current year presentation. Such
   reclassifications do not affect net income. These Financial Statements should
   be read in conjunction with the Company's Supplementally Combined Financial
   Statements and notes thereto included in its Registration Statement on 
   Form S-1, as amended (Registration No. 333-17267) (the "Registration
   Statement").

2. ORGANIZATION AND PRINCIPLES OF COMBINATION

        In March 1997, the Company completed its initial public offering (the
   "Offering') of 2,760,000 shares of its common stock at a public offering
   price of $16.50 per share.  The Offering provided the Company with proceeds
   of approximately $40.1 million, net of expenses.

        The Company was organized as a Delaware corporation in August 1996 in
   connection with the Offering and the related combination of certain entities
   that held interests in Edge Joint Venture II (the "Joint Venture") and the
   acquisition of direct interests in the Joint Venture and in certain oil and
   natural gas properties also owned by the Joint Venture.  In a series of
   transactions (the "Combination"), the Company acquired directly or indirectly
   100% of the interests in the Joint Venture by completing (i) a merger of Edge
   Petroleum Corporation, a Texas corporation ("Old Edge"), with and into a
   wholly owned subsidiary of the Company in which shareholders of Old Edge
   received shares of common stock and Old Edge became a wholly owned subsidiary
   of the Company; (ii) an exchange of shares of the Company's common stock for
   the general and limited partner interests in Edge Group II Limited
   Partnership and the limited partner interests in Gulfedge Limited
   Partnership; (iii) an acquisition of interests in certain oil and natural gas
   properties held by Mr. James C. Calaway (the "Calaway Interests") in exchange
   for shares of the Company's common stock; and (iv) a purchase of Edge Group
   Partnership's interest in the Joint Venture in exchange for shares of the
   Company's common stock.  The Company issued an aggregate of 4,701,361 shares
   of common stock in the Combination.

        The Combination was accounted for as a reorganization in accordance with
   Staff Accounting Bulletin No. 47 because of the high degree of common
   ownership among the combining entities.  Accordingly, the net assets acquired
   in the Combination have been recorded at the historical cost basis of the
   affiliated predecessor owners.  The consolidated financial statements
   presented herein represent the consolidated financial statements of Edge
   Petroleum Corporation (a Delaware corporation) as of and for the three and
   six month periods ended June 30, 1997; and, the Supplementally Combined
   Financial Statements of Old 

                                       6
<PAGE>
 
   Edge and the Joint Venture, with Joint Venture interests not owned by Old
   Edge shown as minority interest, as of December 31, 1996 and for the three
   and six month periods ended June 30, 1996. Such statements will herein
   collectively be referred to as the consolidated financial statements of the
   Company.

3. PRO FORMA EARNINGS PER SHARE

        Pro forma earnings per share is based on the weighted average number of
   shares of common stock outstanding during the period.  The computation
   assumes that the Company was incorporated during the periods presented and
   presents the shares issued in connection with the Combination as outstanding
   for all periods.  The effects of common stock equivalent shares (stock
   options) were not material and not dilutive for the three and six month
   periods ended June 30, 1997.

        In February 1997, the Financial Accounting Standards Board issued
   Statement of Financial Accounting Standards No. 128 ("SFAS No. 128")
   "Earnings per Share." SFAS No. 128 establishes standards for computing and
   presenting earnings per share ("EPS") and applies to entities with publicly
   held common stock or potential common stock. This statement simplifies the
   standards for computing EPS previously found in Accounting Principles Board
   ("APB") Opinion No. 15, "Earnings per Share," and makes them comparable to
   international EPS standards. This statement is effective for financial
   statements issued for periods ending after December 15, 1997, including
   interim periods; earlier application is not permitted. This statement
   requires restatement of all prior-period EPS data presented. Considering the
   guidelines as prescribed by SFAS No. 128, management believes that the
   adoption of this statement will not have a material effect on EPS, and pro
   forma EPS, as suggested for all interim and annual periods prior to required
   adoption, has been omitted due to immateriality.

4. INCOME TAXES

        Prior to the Combination, the owners of the interests in the Joint
   Venture (or, in the case of such owners that were not taxable as entities,
   the owners of interests in such entities) were liable for federal income
   taxes on the taxable earnings of the Joint Venture. Old Edge was a tax-paying
   entity and, accordingly, paid taxes on the earnings of the Joint Venture
   allocated to it.

        Under the liability method specified by SFAS No. 109, deferred taxes are
   recognized based on the estimated future tax effect of differences between
   the financial statement basis and tax basis of assets and liabilities given
   the provisions of enacted tax laws.  The related tax basis amounts at 
   June 30, 1997 have been estimated.  Such amounts will be adjusted once the
   respective March 3, 1997 income tax returns are finalized.  Each former owner
   of interests in the Joint Venture (or, in the case of such owners that were
   not taxable as entities, the owners of interests in such entities) and the
   former owner of the Calaway Interests will be required under existing federal
   income tax rules and regulations to include in its taxable income, for all
   periods ending on the date of or prior to the completion of the Combination
   (March 3, 1997), its allocable portion of the taxable income of the Joint
   Venture and the Calaway Interests and will be entitled to all tax benefits
   related to such taxable income through the completion of such Combination.

        The ultimate tax basis and related difference from financial statement
   basis will not be determinable with certainty until completion of the final
   March 3, 1997 tax returns and may be materially different from the estimated
   amounts depending upon the level and nature of operations and the amount of
   taxable income and deductions allocated to the individual owners, limited
   partners and interests of the affiliated entities. The ultimate difference in
   the book and tax basis of assets and liabilities from what has been
   previously recorded will result in an adjustment to the Company's tax
   provision and will be recorded within the consolidated statement of
   operations. Based on the Company's analysis to date, it is now believed that
   the Company will have deferred tax assets sufficient to offset taxable income
   generated since March 3, 1997.

                                       7
<PAGE>
 
   The differences between the statutory federal income taxes and the Company's
   effective taxes are summarized as follows (in thousands):

<TABLE> 
<CAPTION> 

                                                     Three Months Ended        Six Months Ended    
                                                          June 30,                 June 30,        
                                                   ----------------------  ----------------------- 
                                                      1997        1996        1997         1996    
                                                   ----------  ----------  ----------   ---------- 
   <S>                                             <C>         <C>         <C>          <C>        
   Statutory federal income tax expense            $  308,337  $  163,455  $  712,911   $   18,547
   Utilization of deferred tax asset                 (532,911)    (56,199)   (712,911)     (23,826)
                                                   ----------  ----------  ----------   ---------- 
   Provision for income taxes                      $ (224,574) $  107,256  $        -   $   (5,279)
                                                   ==========  ==========  ==========   ==========  
</TABLE> 

   The pro forma provision for income taxes for the three and six month periods
   ended June 30, 1997 and 1996 has been presented to reflect the Company's
   income taxes that would have been reported had the Company owned all of the
   interests in the Joint Venture since its inception (April 8, 1991).

   Pro forma provision for taxes:

<TABLE> 
<CAPTION> 
                                                     Three Months Ended        Six Months Ended     
                                                          June 30,                 June 30,         
                                                   ----------------------  -----------------------  
                                                      1997        1996        1997         1996     
   <S>                                             <C>         <C>         <C>          <C>         
   Net income before income taxes                  $  880,964  $  467,014  $2,036,889   $   52,990 
   Pro forma deferred income tax expense              308,337     163,455     712,911       18,547 
   Utilization of deferred tax asset                 (308,337)   (163,455)   (712,911)     (18,547) 
                                                   ----------  ----------  ----------   ----------  
   Pro forma net income                            $  880,964  $  467,014  $2,036,889   $   52,990  
                                                   ==========  ==========  ==========   ==========  
   Pro forma earnings per share                    $     0.11  $     0.10  $     0.30   $     0.01  
                                                   ==========  ==========  ==========   ==========  
   Pro forma weighted average number of                                                             
    common shares outstanding                       7,711,947   4,701,361   6,797,128    4,701,361  
                                                   ==========  ==========  ==========   ==========   
</TABLE>

5. COMMODITY PRICE RISK MANAGEMENT ACTIVITIES

        The Company periodically uses derivative financial instruments to manage
   price risks related to natural gas sales and not for speculation.  Gains and
   losses related to qualifying hedges of the Company are recognized as a
   component of oil and natural gas sales when the hedged transaction occurs.
   Reference is made to the Supplementally Combined Financial Statements of the
   Company included in the Registration Statement for a more thorough discussion
   of the Company's commodity hedging activities.  Total natural gas purchased
   and sold under swap arrangements during the six month period ended 
   June 30, 1996 was 182 MMcf resulting in a gain of $5,270. The Company had no
   hedging activity and there were no open hedging positions as of and for the
   three or six month periods ended June 30, 1997.

6. STOCK INCENTIVE PLAN

        In January 1997, the Company adopted the Incentive Plan of Edge
   Petroleum Corporation (the "Incentive Plan") and reserved for issuance
   pursuant to such plan 1,000,000 shares of common stock. During the six month
   period ended June 30, 1997, 641,696 stock options were granted to
   participants in the plan. In October 1995, the Financial Accounting Standards
   Board issued SFAS No. 123 "Accounting for Stock-Based Compensation." SFAS No.
   123 establishes a fair value method of accounting for awards granted in
   fiscal years that begin after December 15, 1994 under stock compensation
   plans. SFAS No. 123 encourages, but does not require, companies to adopt the
   fair value method of accounting in place of the intrinsic value method
   prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees."

                                       8
<PAGE>
 
   The Company has elected to continue using the provisions of APB Opinion 
   No. 25, and, accordingly, stock options granted at fair market value on the
   date of grant will have no effect on the Company's results of operations.

        On March 3, 1997, the Company also issued 250,586 shares of restricted
   stock to employees, without payment to the Company, under the Incentive Plan.
   The restrictions on disposition on 125,293 of these shares lapse 20% each
   year. The restrictions on disposition of the other 125,293 shares lapse on
   the earlier of ten years from the date of grant or the achievement of certain
   performance goals. Nonvested shares must be forfeited in the event employment
   ceases. The value of the restricted stock on the date of grant, totaling
   approximately $4.1 million based on the public offering price in the
   Offering, has been recorded as an equity issuance and unearned compensation
   (recorded as a reduction of equity). The unearned compensation is charged to
   earnings over the vesting period.

                                       9
<PAGE>
 
Item 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

                                        
     The following is management's discussion and analysis of certain
significant factors that have affected certain aspects of the Company's
financial position and operating results during the periods included in the
accompanying unaudited condensed consolidated financial statements.  This
discussion should be read in conjunction with the discussion under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the annual Supplementally Combined Financial Statements included in the
Company's Registration Statement on Form S-1, as amended (Registration No. 
333-17267) (the "Registration Statement"), relating to the Company's initial
public offering (the "Offering") and the accompanying unaudited condensed
consolidated financial statements. Unless otherwise indicated by the context,
references herein to the "Company" mean Edge Petroleum Corporation, a Delaware
corporation that is the registrant, and its corporate and partnership
subsidiaries and predecessors.

THE COMBINATION TRANSACTIONS AND INITIAL PUBLIC OFFERING

     The Company was organized as a Delaware corporation in August 1996 in
connection with the Offering and the related combination of certain entities
that held interests in Edge Joint Venture II (the "Joint Venture") and the
acquisition of direct interests in the Joint Venture and in certain oil and
natural gas properties also owned by the Joint Venture.  In a series of
transactions (the "Combination"), the Company acquired directly or indirectly
100% of the interests in the Joint Venture by completing (i) a merger of Edge
Petroleum Corporation, a Texas corporation ("Old Edge"), with and into a wholly
owned subsidiary of the Company in which shareholders of Old Edge received
shares of common stock and Old Edge became a wholly owned subsidiary of the
Company; (ii) an exchange of shares of the Company's common stock for the
general and limited partner interests in Edge Group II Limited Partnership and
the limited partner interests in Gulfedge Limited Partnership; (iii) an
acquisition of interests in certain oil and natural gas properties held by Mr.
James C. Calaway (the "Calaway Interests") in exchange for shares of the
Company's common stock; and (iv) a purchase of Edge Group Partnership's interest
in the Joint Venture in exchange for shares of the Company's common stock.  The
Company issued an aggregate of 4,701,361 shares of common stock in the
Combination.

     From inception through March 2, 1997, except for Old Edge, the owners of
interests in the Joint Venture were not required to pay federal income taxes due
to their status as "pass-through" entities that are not subject to federal
income taxation; instead, taxes relating to the taxable income of the Joint
Venture for such periods were required to be paid by the  owners of such
entities.  Although the effective date of the Combination is March 3, 1997, each
owner of interests in the Joint Venture (or holders of interests in such owners
that are "pass through" entities) will be required to include in its taxable
income, for all periods ending on the date of or prior to the completion of the
Combination, its allocable portion of the taxable income attributable to the
Joint Venture and will be entitled to all tax benefits attributable to the Joint
Venture through completion of the Combination.

     The Company uses the full-cost method of accounting for its oil and natural
gas properties.  Under this method, all acquisition, exploration and development
costs that are directly attributable to the Company's acquisition, exploration
and development activities, are capitalized in a "full-cost pool" as incurred.
The Company records depletion of its full-cost pool using the unit of production
method.  To the extent that such capitalized costs in the full cost pool (net of
depreciation, depletion and amortization and related deferred taxes) exceed the
present value (using a 10% discount rate) of estimated future net after-tax cash
flows from proved oil and natural gas reserves, such excess costs are charged to
operations.  Once incurred, a write-down of oil and natural gas properties is
not reversible at a later date.

                                       10
<PAGE>
 
     The Company periodically uses derivative financial instruments to manage
price risks related to natural gas sales and not for speculative purposes.  For
book purposes, gains and losses related to hedging of anticipated transactions
are recognized as a component of oil and natural gas sales when the hedged
transaction occurs.  The Company's hedging arrangements apply to only a portion
of its production, provide only partial price protection against declines in
prices, limit potential gains from future increases in prices and may expose the
Company to risk of financial loss in certain circumstances.  Total natural gas
purchased and sold under swap arrangements during the six-month period ended
June 30, 1996 was 182 MMcf resulting in a gain of $5,270.  The Company had no
hedging activity and there were no open hedging positions as of and for the
three and six month periods ended June 30, 1997.

     The Company's revenue, profitability and future rate of growth and ability
to borrow funds or obtain additional capital, and the carrying value of its
properties, are substantially dependent upon prevailing prices for natural gas,
oil and condensate.  These prices are dependent upon numerous factors beyond the
Company's control, such as economic, political and regulatory developments and
competition from other sources of energy.  The energy markets have historically
been very volatile, and there can be no assurance that oil and natural gas
prices will not be subject to wide fluctuations in the future.  A substantial or
extended decline in oil and natural gas prices could have a material adverse
effect on the Company's financial condition, results of operation and access to
capital, as well as the quantities of oil and natural gas reserves that the
Company may economically produce.  The Company periodically enters into fixed
price natural gas contracts on a month to month basis for production from
certain fields.

RESULTS OF OPERATIONS

THE THREE MONTHS ENDED JUNE  30, 1997 COMPARED TO THE THREE MONTHS ENDED 
JUNE 30, 1996

     Oil and natural gas revenues for the three months ended June 30, 1997
increased 68% from $1.8 million to $ 3.0 million as compared to the same period
in 1996.  Production volumes for oil and condensate increased 32 % from 28 MBbls
for the  three months ended June 30, 1996 to 37 MBbls during the same period in
1997.  The increase in oil and condensate production increased revenues by
$172,000 (based on prior year prices), and a 8% decrease in average oil sales
price decreased revenue by $58,000 (based on current year production).
Production volumes for natural gas increased 151% from 483 MMcfs for the  three
months ended June 30, 1996 to 1,213 MMcfs during the same period in 1997.  The
increase in natural gas production increased revenues by $1.9 million, and a 25%
decrease in average natural gas sales price decreased revenues by $795,000.
This increase in oil and natural gas production was due to 49 gross, (21.34 net)
new exploratory and development wells being successfully drilled and completed
since June 30, 1996 resulting from the Company's active drilling programs
partially offset by normal production declines from existing wells.  During the
three months ended June 30, 1997 the Company marketed its natural gas produced
from a certain gas field under the terms of a fixed price natural gas contract,
which expired June 30, 1997.  The terms of the contract required no minimum
volume commitment and provided incremental pricing based on certain levels of
production.  Total volume sold by the Company under this contract for the three
month period ended June 30, 1997 was approximately 337 MMcfs receiving an
overall average natural gas price comparable to the average spot market price.
No such contract existed during the three month period ended June 30, 1996.  For
the period July 1, 1997 through October 31, 1997 the Company has entered into an
agreement in which it  markets its natural gas produced from a certain gas field
under the terms of a fixed volume fixed price natural gas contract.

                                       11
<PAGE>
 
   The following table sets forth certain operational data of the Company for
the periods presented:

<TABLE> 
<CAPTION> 
                                                 Three Months Ended         1997 Period Compared
                                                      June 30,                 to 1996 Period
                                             -------------------------   -------------------------
                                                 1997         1996        Increase     % Increase
                                             -----------   -----------   -----------   -----------
<S>                                          <C>           <C>           <C>           <C> 
   Production volumes:
     Oil and condensate (MBbls)                       37            28             9            32%
     Natural gas (MMcf)                            1,213           483           730           151%
   Average sales prices:
     Oil and condensate ($ per Bbl)              $ 18.43       $ 20.03       $ (1.60)           (8)%
     Natural gas ($ per Mcf)                     $  1.93       $  2.56       $ (0.63)          (25)%
   Operating revenues:
     Oil and condensate (in thousands)           $   673       $   559       $   114            20%
     Natural gas (in thousands)                    2,343         1,238         1,105            89%
                                                 -------       -------       -------   
     Total (in thousands)                        $ 3,016       $ 1,797       $ 1,219            68%
                                                 =======       =======       =======
</TABLE> 

   Oil and natural gas operating expenses for the three months ended 
June 30, 1997 increased 156% from $262,000 to $671,000 as compared to the same
period in 1996 due to increased production. Oil and natural gas operating
expenses on a unit of production basis were $0.47 per Mcfe and $0.40 Mcfe for
the three month periods ended June 30, 1997 and 1996, respectively.

   Depreciation, depletion and amortization expense ("DD&A") for the three
months ended June 30, 1997 increased 64% from $343,000 to $563,000 as compared
to the same period in 1996. This increase was primarily due to the increase in
oil and natural gas production which increased DD&A by $355,000, offset by a 27%
decrease in the overall depletion rate that decreased DD&A by $174,000. The
decrease in the depletion rate was due to a significant increase in reserves
added from new wells drilled since June 30, 1996. The remaining increase in DD&A
is due primarily to depreciation of new computer hardware and software purchased
since June 30, 1996. DD&A on a unit of production basis for the three month
periods ended June 30,1997 and 1996 was $0.39 per Mcfe and $0.53 per Mcfe,
respectively.

   General and administrative expenses for the three months ended June 30, 1997
increased 151% from $516,000 to $1.3 million compared to the same period in
1996. This increase was attributable to additional administrative staffing and
the hiring of additional employees to support the Company's increased level of
drilling activities, 3-D project generation and other activities. General and
administrative expenses were further increased during the three months ended
June 30, 1997 by $155,000 due to the amortization of unearned compensation
expense recognized from restricted stock options granted to executives. Unearned
compensation expense will continue to be incurred in the future, amortized over
the vesting period. Included within general and administrative expenses for the
three months ended June 30, 1997 and 1996, is approximately $159,000 and
$53,000, respectively, of overhead reimbursements and management fees received
from various management, operating and seismic agreements. General and
administrative expenses are expected to continue to increase as the Company
drills more wells and the number of wells that it operates increases. General
and administrative expenses on a unit of production basis for the three month
periods ended June 30, 1997 and 1996 were $0.90 per Mcfe and $0.79 per Mcfe,
respectively. Despite this increase the Company expects general and
administrative expenses on a per unit of production basis to generally decline
over time as expected production increases.

   The Company recorded interest expense of $2,000 for the three months ended
June 30, 1997 compared to $210,000 during the same period in 1996.  The decrease
was the result of the repayment of $12.7 million of  indebtedness on 
March 3, 1997 with proceeds of the Offering.

                                       12
<PAGE>
 
     Interest income for the three months ended June 30, 1997 was $391,000 due
to earnings from money market investments purchased with excess proceeds from
the Offering.

     Income tax expense (benefit) for the three month period ended June 30, 1997
decreased from a tax expense of $107,000 to a tax benefit of $225,000 as
compared to the same period in 1996.  The decrease in tax expense resulted from
a decrease in deferred tax assets and the utilization of net operating loss
carry forwards which completely offset the effects of any current or deferred
tax expense for the three month period ended June 30, 1997.

     Minority interest for the three months ended June 30, 1997 was eliminated
as result of the completion of the Combination on March 3, 1997 in which the
Company acquired from the predecessor entities 100% of their ownership interests
in the Joint Venture.

     For the three months ended June 30, 1997, the Company had operating income
of $491,000, as compared to operating income of $677,000 for the same period in
1996.  The decrease is primarily attributable to a decline in average commodity
prices offset by increased production and further decreased by an increase in
general and administrative expenses.  Net income was $1.1 million for the three
months ended June 30, 1997, as compared to net income of $161,000 for the same
period in 1996.

THE SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO THE SIX MONTHS ENDED 
JUNE 30, 1996

     Oil and natural gas revenues for the six months ended June 30, 1997
increased 110% from $3.1 million to $6.5 million as compared to the same period
in 1996.  Production volumes for oil and condensate increased 18% from 56 MBbls
in the first six  months of 1996 to 66 MBbls in the same period in 1997.  The
increase in oil and condensate production increased revenues by $170,000 (based
on prior year prices), and a 10% increase in average oil sales price further
increased revenue by $119,000 (based on current year production).  Production
volumes for natural gas increased 163% from 851 MMcfs in the first six  months
of 1996 to 2,235 MMcfs in the same period in 1997.  The increase in natural gas
production increased revenues by $3.3 million, and a 4% decrease in average
natural gas sales price decreased revenues by $210,000.  This increase in oil
and natural gas production was due to 49 gross (21.34 net) new exploratory and
development wells being successfully drilled and completed since June 30, 1996
resulting from the Company's active drilling programs partially offset by normal
production declines from existing wells.  During the six months ended 
June 30, 1997 the Company marketed its natural gas produced from a certain gas
field under the terms of a fixed price natural gas contract, which expired 
June 30, 1997. The terms of the contract required no minimum volume commitment
and provided incremental pricing based on certain levels of production. Total
volume sold by the Company under this contract for the six month period ended
June 30, 1997 was approximately 671 MMcfs receiving an overall average natural
gas price comparable to the average spot market price. No such contract existed
during the six month period ended June 30, 1996. For the period July 1, 1997
through October 31, 1997 the Company has entered into an agreement in which it
markets its natural gas produced from a certain gas field under the terms of a
fixed volume fixed price natural gas contract. 

                                       13
<PAGE>
 
     The following table sets forth certain operational data of the Company for
the periods presented:

<TABLE> 
<CAPTION>
                                          Six Months Ended          1997 Period Compared
                                               June 30,                to 1996 Period
                                      -------------------------   -------------------------
                                         1997          1996        Increase     % Increase
                                      -----------   -----------   -----------   -----------
<S>                                   <C>           <C>           <C>           <C>
   Production volumes:
 
     Oil and condensate (MBbls)                66            56            10            18%
     Natural gas (MMcf)                     2,235           851         1,384           163%
   Average sales prices:
     Oil and condensate ($ per Bbl)      $  20.32      $  18.51      $   1.81            10%
     Natural gas ($ per Mcf)                 2.29          2.39         (0.10)           (4)%
   Operating revenues:
     Oil and condensate (in thousands)   $  1,333      $  1,044      $    289            28%
     Natural gas (in thousands)             5,124         2,031         3,093           152%
                                         --------      --------      --------           
       Total (in thousands)              $  6,457      $  3,075      $  3,382           110%
                                         --------      --------      --------           
</TABLE>

     Oil and natural gas operating expenses for the six months ended 
June 30, 1997 increased 113% from $610,000 to $1.3 million as compared to the
same period in 1996 due to increased production. Oil and natural gas operating
expenses on a unit of production basis were $0.49 per Mcfe and $0.51 Mcfe for
the six month periods ended June 30, 1997 and 1996, respectively.

     Depreciation, depletion and amortization expense ("DD&A") for the six
months ended June 30, 1997 increased 81% from $652,000 to $1.2 million as
compared to the same period in 1996.  This increase was primarily due to the
increase in oil and natural gas production which increased DD&A by $655,000,
offset by a 7% decrease in the overall depletion rate that decreased DD&A by
$181,000. The remaining increase in DD&A is due primarily to depreciation of new
computer hardware and software purchased since June 30, 1996.  DD&A on a unit of
production basis for the six month periods ended June 30, 1997 and 1996 was
$0.45 per Mcfe and $0.55 per Mcfe, respectively.

     General and administrative expenses for the six months ended June 30, 1997
increased 62% from $1.4 million to $2.3 million, compared to the same period in
1996.  This increase was attributable to additional administrative staffing and
the hiring of additional employees to support the Company's increased level of
drilling activities and 3-D project generation.  General and administrative
expenses were further increased during the six months ended June 30, 1997 by
$161,000, resulting from expenses incurred as a result of being a public
company, and $203,000 due to the amortization of unearned compensation expense
recognized from restricted stock options granted to executives.  Included within
general and administrative expenses for the six months ended June 30, 1997 and
1996, is approximately $393,000 and $114,000, respectively, of overhead
reimbursements and management fees received from various management, operating
and seismic agreements.  General and administrative expenses are expected to
continue to increase as the Company drills more wells and the number of wells
that it operates increases.  General and administrative expenses on a unit of
production basis for the six month periods ended June 30, 1997 and 1996 were
$0.86 per Mcfe and $1.17 per Mcfe, respectively.  The Company expects general
and administrative expenses on a per unit of production basis to generally
decline over time as expected production increases.

     Interest expense for the six months ended June 30, 1997 decreased 50% from
$364,000 to $182,000 as compared to the same period in 1996.  The weighted
average debt was $4.1 million for the six month period ended June 30, 1997, as
compared to $7.6 million for the same period in 1996.  Total indebtedness of
$12.7 million was repaid on March 3, 1997 with proceeds of the Offering (as
described below).

                                       14
<PAGE>
 
     Interest income for the six months ended June 30, 1997 was $500,000 due to
earnings from money market investments purchased with excess proceeds from the
Offering.

     Income tax expense (benefit) for the six month period ended June 30, 1997
decrease from a tax benefit of $5,000 to no current or deferred tax expense as
compared to the same period in 1996.  The decrease was due to the utilization of
deferred tax assets and a net operating loss carry forward which completely
offset the effects of any current or deferred tax expense for the six month
period ended June 30, 1997.

     Minority interest for the six months ended June 30, 1997 was eliminated as
result of the completion of the Combination on March 3, 1997 in which the
Company acquired from the predecessor entities 100% of their ownership interests
in the Joint Venture.

     For the six months ended June 30, 1997, the Company had operating income of
$1.7 million, as compared to operating income of $417,000 for the same period in
1996, primarily reflecting increased oil and natural gas production. Net income
was $2.0 million for the six months ended June 30, 1997, as compared to net
income of $68,000 for the same period in 1996.

LIQUIDITY AND CAPITAL RESOURCES

     In March 1997, the Company completed the Offering of 2,760,000 shares of
common stock at a public offering price of $16.50 per share.  The Offering
provided the Company with proceeds of approximately $40.1 million, net of
expenses.  The Company used approximately $12.7 million to repay its long-term
outstanding indebtedness incurred under its revolving credit facility (the
"Credit Facility"), subordinated loans and equipment loans.  The remaining
proceeds from the Offering, together with cash flows from operations, will be
used to fund planned capital expenditures, commitments, other working capital
requirements and for general corporate purposes.

     The Company had cash and cash equivalents at June 30, 1997 of $25.4
million, consisting primarily of short-term money market investments, as
compared to $1.5 million at December 31, 1996.  Working capital was $28.6
million at June 30, 1997, as compared to $690,000 at December 31, 1996.

     Operating cash flow before changes in working capital increased
substantially to approximately $3.4 million for the first six months of 1997
from $705,000 for the same period in 1996.  The increase was the result of
increases in production from new well additions, reflecting rapidly expanding
operations. Operating cash flow, a measure of performance for exploration and
production companies, represents cash flows from operating activities prior to
changes in assets and liabilities.  Operating cash flow should not be considered
in isolation or as a substitute for net income, operating income, cash flows
from operating activities or any other measure of financial performance
presented in accordance with generally accepted accounting principles or as a
measure of profitability or liquidity.  (add Wheeler comment)

     During the six months ended June 30, 1997, the Company continued to
reinvest a substantial portion of its cash flows to increase its 3-D project
portfolio, improve its 3-D seismic interpretation technology and fund its
drilling program.  The Company expects to continue to reinvest a substantial
portion of its cash flows for these purposes, and expects total capital
expenditures in 1997 to be at least $18 million.  Capital expenditures during
the six months ended June 30, 1997 were $6.5 million as compared to $5.5 million
during the same period in 1996.  The Company expects to drill approximately 100
gross wells during 1997.  The Company's drilling efforts resulted in the
successful completion of 33 gross (12.89 net) wells in the first six months of
1997 compared to 16 gross (7.37 net) wells during the same period in 1996. The
decreased net wells for the six months ended June 30, 1997 is not an indication
of a trend but is the result of specific risk management decisions by the
Company.  The Company intends to fund its planned capital 

                                       15
<PAGE>
 
expenditures, commitments and working capital requirements through cash flows
from operations, proceeds of the Offering and, to the extent necessary,
borrowings under the Credit Facility or other financing activities. The Company
believes it will have sufficient capital resources and liquidity to fund its
capital expenditures and meet its financial obligations as they come due.

     Subsequent to the end of the second quarter, a significant event took
place at the Company's Wheeler Property.  That property was producing a total of
21.5 MMcf of gas per day and about 250 Bbls per day of condensate from two wells
to the 8/8th interest; Edge's share was about 3.5 MMcfe per day.  A new well was
drilled on the Wheeler prospect which was at a low structural position on the
fault block and discovered an oil rim potentially connected to our updip
producing gas column.  The Texas Railroad Commission ordered a temporary
curtailment of the gas production, as it is required to do when oil is found
downdip of a gas column, in order to protect the ability to produce the downdip
oil in the reservoir.   Fortunately, Edge and its partners in the Wheeler
Property own most of the acreage covering the downdip oil rim.  Belco Oil and
Gas, the operator, has already perforated at levels on the logs that had
previously been thought to be water bearing due to the low resistivity of those
zones and those zones produced 100% oil from both perforations.  These wells are
expected to be producing oil shortly. Two to three additional wells will be
drilled soon.  The Company expects to have four oil wells producing by the end
of the third quarter, which will makeup some of the lost gas production.

REVOLVING CREDIT FACILITY

     In July 1995, the Company entered into the two-year secured Credit Facility
with Compass Bank-Houston ("Compass") which provides a maximum loan amount of
$20 million, subject to borrowing base limitations.  The Credit Facility allows
Compass to make, in its sole discretion, the borrowing base determination based
upon the Company's proved oil and natural gas reserves.  During early 1997 the
maturity of the Credit Facility was extended to July 1998.  The interest rate
for borrowings is either the Base Rate plus 0.5% or LIBOR plus 2.5%.  The Base
Rate is the higher of (i) the Federal Funds Rate plus 0.5% or (ii) the prime
rate.  The Credit Facility also provides for the payment of certain commitment
and other fees.  The Company is subject to certain covenants under the terms of
the Credit Facility, including requirements to maintain specified tangible
capital and a ratio of cash flow to debt service coverage of at least 1.25 to
1.00.  The Credit Facility also places restriction on dividends, additional
indebtedness, liens, sales of properties and other matters.

     During March 1997, the outstanding balance under the Credit Facility of
$11.0 million was repaid with proceeds from the Offering.  The Credit Facility
remains available for future borrowings, but the borrowing base has been reduced
at the Company's request to $1 million so as to limit expenses.  However, the
Company has the ability to restore availability at any time subject to the
provisions of the Credit Facility.

SUBORDINATED LOAN

     In December 1994, the Joint Venture entered into an agreement providing for
a subordinated loan.  Such agreement provided for a $1 million term loan and a
$1 million line of credit.  The Company borrowed $1 million under the provisions
of the term loan and $300,000 under the line of credit.  During March 1997, the
outstanding balance of $1.3 million was repaid with proceeds from the Offering
and the subordinated loan agreement was canceled.

                                       16
<PAGE>
 
EQUIPMENT LOANS

     Prior to the Offering, the Company was a party to various equipment loans
with lenders to acquire computer and related office equipment.  These loans had
various terms and maturities.  During March 1997, all but $32,000 of the
outstanding balance of $412,000 was repaid with proceeds from the Offering.
Equipment loans of $24,000 remain unpaid as of June 30, 1997.

ACCOUNTING STANDARDS

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 ("SFAS No. 128") "Earnings per Share."
SFAS No. 128 establishes standards for computing and presenting earnings per
share ("EPS") and applies to entities with publicly held common stock or
potential common stock.  This statement simplifies the standards for computing
EPS previously found in Accounting Principles Board Opinion No. 15, "Earnings
per Share," and makes them comparable to international EPS standards.  This
statement is effective for financial statements issued for periods ending after
December 15, 1997, including interim periods; earlier application is not
permitted.  This statement requires restatement of all prior-period EPS data
presented.  Considering the guidelines as prescribed by SFAS No. 128; management
believes that the adoption of this statement will not have a material effect on
EPS; and pro forma EPS, as suggested for all interim and annual periods prior to
required adoption, has been omitted due to immateriality.

FORWARD LOOKING STATEMENTS

     The statements contained in all parts of this document, including, but not
limited to, those relating to the Company's drilling plans, its 3-D project
portfolio, capital expenditures, use of Offering proceeds, general and
administrative expenses on a per unit of production basis, Wheeler property
wells, expected wells or production, increases in proved reserves, increases in
production, increases in wells operated,  the ability of expected sources of
liquidity to support working capital and capital expenditure requirements and
any other statements regarding future operations, financial results, business
plans and cash needs and other statements that are not historical facts are
forward looking statements.  When used in this document, the words "anticipate,"
"estimate," "expect," "may," "project," "believe" and similar expressions are
intended to be among the statements that identify forward looking statements.
Such statements involve risks and uncertainties, including, but not limited to,
those relating to the Company's dependence on its exploratory drilling
activities, the volatility of oil and natural gas prices, the need to replace
reserves depleted by production, operating risks of oil and natural gas
operations, the Company's dependence on its key personnel, the Company's
reliance on technological development and possible obsolescence of the
technology currently used by the Company, significant capital requirements of
the Company's exploration and development and technology development programs,
the potential impact of government regulations, litigation and environmental
matters, the Company's ability to manage its growth and achieve its business
strategy, competition, the uncertainty of reserve information and future net
revenue estimates, property acquisition risks and other factors detailed in the
Registration Statement and the Company's other filings with the Securities and
Exchange Commission.  Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual outcomes
may vary materially from those indicated.

                                       17
<PAGE>
 
                          PART II - OTHER INFORMATION


Item 1 - Legal Proceedings............................................  None

Item 2 - Changes in Securities........................................  None  
    
Item 3 - Defaults Upon Senior Securities..............................  None

Item 4 - Submission of Matters to a Vote of Security Holders..........  None

Item 5 - Other Information............................................  None

Item 6 - Exhibits and Reports On Form 8-K

(A)      EXHIBITS. The following exhibits are filed as part of this report:

                               INDEX TO EXHIBITS


Exhibit No.
-----------

     *2.1  Amended and Restated Combination Agreement by and among (i) Edge
           Group II Limited Partnership, (ii) Gulfedge Limited Partnership,
           (iii) Edge Group Partnership, (iv) Edge Petroleum Corporation of
           Texas, (v) Edge Mergco, Inc. and (vi) the Company, dated as of
           January 13, 1997 (Incorporated by reference to Exhibit 2.1 to the
           Registration Statement on Form S-4 (Registration No. 333-17269)
           filed by the Company).

     *3.1  Restated Certificate of Incorporation of the Company, as amended
           (Incorporated by reference to Exhibit 3.1 to Registration Statement
           on Form S-4 (Registration No. 333 -17269) filed by the Company).

     *3.2  Bylaws of the Company (Incorporated by Reference to Exhibit 3.2 to
           the Registration Statement on Form S-4 (Registration No. 333-17269)
           filed by the Company).

     11.1  Computation of Earnings Per Share

     27.1  Financial Data Schedule


     *Incorporated by reference as indicated

(B)  Reports on Form 8-K..............................................  None

                                       18
<PAGE>
 
                                  SIGNATURES


     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.



                                       EDGE PETROLEUM CORPORATION,
                                         A DELAWARE CORPORATION
                                             (REGISTRANT)


              8/12/97                   /s/ JOHN E. CALAWAY
Date______________________________     ___________________________________  
                                       John E. Calaway,       
                                       Chief Executive Officer and 
                                       Chairman of the Board


              8/12/97                   /s/ JAMES D. CALAWAY
Date _____________________________     ___________________________________
                                       James D. Calaway,
                                       President and Director



              8/12/97                   /s/ MICHAEL G. LONG 
Date _____________________________     ___________________________________
                                       Michael G. Long,
                                       Chief Financial Officer



              8/12/97                   /s/ BRIAN C. BAUMLER
Date _____________________________     ___________________________________
                                       Brian C. Baumler,
                                       Controller, Treasurer

                                       19