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 March 31, 2000

                                       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___


         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 May 12, 2000
    ------------                             ---------------------------
    Common Stock                                      9,182,023

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
<TABLE>
EDGE PETROLEUM CORPORATION

Consolidated Balance Sheets
-----------------------------------------------------------------------------------------------------------------

                                                     March 31,      December 31,
                                                       2000            1999
                                                  --------------  --------------
ASSETS                                              (Unaudited)
<S>                                                  <C>              <C>

CURRENT ASSETS:
   Cash and cash equivalents ...................    $ 1,724,563     $   577,864
   Accounts receivable, trade ..................      2,902,845       3,489,709
   Accounts receivable, joint interest
     owners, net of allowance of $163,000
     at March 31, 2000 and December 31, 1999 ...      1,055,676       1,177,555
   Accounts receivable, related parties ........         42,610          59,951
   Other current assets ........................        151,300         161,558
                                                    -----------     -----------
                Total current assets                  5,876,994       5,466,637
                                                    -----------     -----------
PROPERTY AND EQUIPMENT, Net - full cost method
   of accounting for oil and natural gas             45,319,045      45,976,007

INVESTMENT IN FRONTERA .........................      3,867,233       3,867,233

OTHER ASSETS ...................................          7,788           7,788
                                                    -----------     -----------
TOTAL ASSETS ...................................    $55,071,060     $55,317,665
                                                    ===========     ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable, trade .....................    $ 1,465,223     $ 1,332,760
   Accrued liabilities .........................      3,747,271       4,994,929
   Accrued interest payable ....................        117,099          16,369
   Current portion of long-term debt ...........      5,400,000       4,100,000
                                                    -----------     -----------
                Total current liabilities ......     10,729,593      10,444,058
                                                    -----------     -----------
LONG-TERM DEBT .................................      1,800,000       2,700,000
                                                    -----------     -----------
                Total liabilities ..............     12,529,593      13,144,058
                                                    -----------     -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value; 5,000,000 shares
     authorized; none issued and outstanding
   Common stock, $.01 par value; 25,000,000 shares
     authorized;  9,182,023 shares issued and
     outstanding at March 31, 2000 and December
     31, 1999                                            91,820          91,820
   Additional paid-in capital ..................     55,223,901      55,223,901
   Accumulated deficit .........................    (12,748,619)    (13,107,890)
   Unearned compensation - restricted stock ....        (25,635)        (34,224)
                                                    -----------     -----------
                Total stockholders' equity .....     42,541,467      42,173,607
                                                    -----------     -----------
TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY ....    $55,071,060     $55,317,665
                                                    ===========     ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       2
<PAGE>
<TABLE>

EDGE PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
--------------------------------------------------------------------------------

                                                        Three Months Ended
                                                              March 31,
                                                  ------------------------------
                                                         2000           1999
<S>                                                <C>            <C>

OIL AND NATURAL GAS REVENUES ...................    $ 3,810,921     $ 3,542,188

OPERATING EXPENSES:
   Lifting costs ...............................        439,809         479,128
   Severance and ad valorem taxes ..............        306,649         352,689
   Depletion, depreciation and amortization ....      1,786,978       1,902,760
   General and administrative expenses .........        878,779       1,001,819
   Unearned compensation expense ...............          8,589          83,976
                                                    -----------     -----------
                Total operating expenses .......      3,420,804       3,820,372
                                                    -----------     -----------
OPERATING INCOME (LOSS) ........................        390,117        (278,184)

OTHER INCOME AND EXPENSE:
   Interest income .............................         13,233          11,022
   Interest expense ............................        (44,079)        (38,326)
                                                    -----------     -----------
INCOME (LOSS) BEFORE INCOME TAXES ..............        359,271        (305,488)

INCOME TAX EXPENSE .............................           --              --
                                                    -----------     -----------
NET INCOME (LOSS) ..............................    $   359,271     $  (305,488)
                                                    ===========     ===========


BASIC EARNINGS (LOSS) PER SHARE: ...............    $      0.04     $     (0.04)
                                                    ===========     ===========

DILUTED EARNINGS (LOSS) PER SHARE: .............    $      0.04     $     (0.04)
                                                    ===========     ===========
BASIC WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING ...................      9,182,023       7,758,667
                                                    ===========     ===========
DILUTED WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING ...................      9,182,023       7,758,667
                                                    ===========     ===========
</TABLE>








See accompanying notes to consolidated financial statements.


                                      3
<PAGE>
<TABLE>

EDGE PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
----------------------------------------------------------------------------------------------------------------------------


                                                                                               Unearned
                                           Common Stock          Additional                  Compensation -    Total
                                    --------------------------    Paid-in     Accumulated     Restricted    Stockholders'
                                        Shares       Amount       Capital       Deficit          Stock         Equity
                                      ---------     --------   -----------  --------------  -------------  --------------
<S>                                   <C>          <C>         <C>            <C>              <C>          <C>
BALANCE,
   JANUARY 1, 2000 .............      9,182,023      $91,820   $55,223,901   $(13,107,890)      $(34,224)    $42,173,607

   Unearned compensation expense                                                                   8,589           8,589

   Net income ..................                                                  359,271                        359,271
                                      ---------     --------   -----------   ------------    -----------     -----------
BALANCE,
   MARCH 31, 2000 ..............      9,182,023      $91,820   $55,223,901   $(12,748,619)      $(25,635)    $42,541,467
                                      =========     ========   ===========   ============    ===========     ===========
</TABLE>










































See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

<TABLE>
EDGE PETROLEUM CORPORATION

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

                                                                                  Three Months Ended
                                                                                       March 31,
                                                                             -------------- -------------
                                                                                   2000          1999
<S>                                                                         <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss) ....................................................    $  359,271     $ (305,488)
   Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
      Depletion, depreciation and amortization ..........................     1,786,978      1,902,760
      Unearned compensation expense .....................................         8,589         83,976
   Changes in assets and liabilities:
      Accounts receivable, trade ........................................       586,864     (1,060,588)
      Accounts receivable, joint interest owners, net ...................       121,879        118,895
      Accounts receivable, related parties ..............................        17,341         24,182
      Other current assets ..............................................        10,258         33,418
      Accounts payable, trade ...........................................       132,463      1,308,185
      Accrued liabilities ...............................................    (1,247,658)      (295,223)
      Accrued interest payable ..........................................       100,730          1,807
                                                                             ----------     ----------
                 Net cash provided by operating activities ..............     1,876,715      1,811,924
                                                                             ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Oil and natural gas property and equipment purchases .................    (1,713,427)    (2,967,791)
   Proceeds from the sale of oil and natural gas properties and prospects       583,411      1,648,717
   Investment in Frontera ...............................................                       (5,626)
                                                                             ----------     ----------
                 Net cash used in investing activities ..................    (1,130,016)    (1,324,700)
                                                                             ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds (payments) on long-term debt .................................       400,000       (500,000)
                                                                             ----------     ----------
                Net cash provided by (used in) financing activities .....       400,000       (500,000)
                                                                             ----------     ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ....................     1,146,699        (12,776)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ..........................       577,864        272,428
                                                                             ----------     ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD ................................    $1,724,563     $  259,652
                                                                             ==========     ==========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
  Cash paid for interest, net of amounts capitalized ....................   $    29,132    $    38,305

</TABLE>





See accompanying 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 consolidated  financial statements.  All such
adjustments are of a normal recurring nature.  The results of operations for the
interim periods 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.  These  financial
statements should be read in conjunction with the Company's audited consolidated
financial  statements  included in the Company's  Annual Report on Form 10-K for
the year ended December 31, 1999.

Accounting Pronouncements

Derivatives - In June 1998,  the  Financial  Accounting  Standards  Board issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging  Activities"  ("SFAS No. 133"). SFAS No. 133 establishes
accounting  and  reporting  standards  for  derivative  instruments  and hedging
activities  that require an entity to recognize all  derivatives  as an asset or
liability  measured  at  fair  value.  Depending  on  the  intended  use  of the
derivatives,  changes in its fair value will be reported in the period of change
as either a component of earnings or a component of other comprehensive income.

       In June 1999, the Financial Accounting Standards  Board  issued  SFAS No.
137,"Accounting for Derivative  Instruments and Hedging Activities - Deferral of
the Effective  Date of FASB  Statement  No. 133" ("SFAS No. 137").  SFAS No. 137
delays the effective date for implementation of SFAS No. 133 for one year making
SFAS No. 133  effective  for all fiscal  quarters of all fiscal years  beginning
after June 15, 2000. Retroactive application to periods prior to adoption is not
allowed.  The Company has not quantified the impact of adoption on its financial
statements or the date it intends to adopt.

2.       LONG TERM DEBT

      The  Company  is a party  to a  credit  facility  (the  "Revolving  Credit
Facility")  with a bank.  Borrowings  under the  Revolving  Credit  Facility are
limited by a borrowing base, as defined in the Revolving  Credit  Facility,  and
bear  interest  at a rate equal to prime or LIBOR plus 1.75% to 2.25%  depending
upon the level of borrowing base  utilization.  The Revolving Credit Facility is
secured by substantially all of the assets of the Company.

      Each  quarter,  at the election of the Company or the bank,  the borrowing
base under the Revolving Credit Facility can be redetermined. The borrowing base
is also subject to mandatory reductions, which are subject to revision each time
the borrowing base is redetermined.  The borrowing base is currently required to
be reduced on the first day of each month by $450,000.  At March 31,  2000,  the
total reduction from the original borrowing base of $9 million was $1.8 million,
resulting in a borrowing  base of $7.2  million at March 31, 2000.  At March 31,
2000, the borrowings  under this facility totaled $7.2 million with no remaining
borrowing base available for future borrowings. For the three months ended March
31,2000,  the  weighted  average  debt  outstanding  was $7.3  million,  and the
weighted  average  interest  rate was 8.4%.  Subsequent  to March 31, 2000,  the
Company sold certain oil and natural gas properties (see Note 6). As a result of
the sale and the  April 1,  2000  regularly  scheduled  monthly  borrowing  base
reduction,  the borrowing base reduced to $6 million.  A portion of the proceeds
from the sale were used to reduce outstanding debt to $6 million.

                                       6
<PAGE>

      The Revolving Credit Facility provides for certain restrictions, including
but not limited to,  limitations on additional  borrowings and issues of capital
stock, sales of its oil and natural gas properties or other collateral, engaging
in merger or  consolidation  transactions  and  prohibitions  of  dividends  and
certain  distributions  of cash or properties and certain  liens.  The Revolving
Credit  Facility also contains  certain  financial  covenants.  The Tangible Net
Worth Covenant  requires that at the end of each quarter the Company's  Tangible
Net Worth be at least 90% of the Company's actual tangible net worth as reported
at December 31, 1998 (or  $33,260,720)  plus 50% of positive net income and 100%
of other  increases  in equity  for all fiscal  quarters  ending  subsequent  to
December 31, 1998.  The Fixed Charge  Covenant  requires that at the end of each
quarter  beginning June 30, 1999, the ratio of annualized EBITDA (as defined) to
the sum of  annualized  interest  expense  plus  50% of the  quarter  end  loans
outstanding  must be at least 1.25 to 1.00.  At March 31, 2000 and  December 31,
1999 the Company was in compliance with the above mentioned covenants.

3.       EARNINGS PER SHARE

       The Company accounts for earnings per share in accordance with  Statement
of Financial  Accounting  Standards No. 128 - "Earnings  per Share,"  ("SFAS No.
128") which  establishes  the  requirements  for  presenting  earnings per share
("EPS").  SFAS No. 128 requires the presentation of "basic" and "diluted" EPS on
the face of the income  statement.  Basic  earnings per common share amounts are
calculated  using the average  number of common shares  outstanding  during each
period. Diluted earnings per share assumes the exercise of all stock options and
warrants,  having  exercise  prices  less than the average  market  price of the
common stock during the periods,  using the treasury stock method. For the three
months ended March 31, 2000 and 1999 all common stock  options and warrants were
anti-dilutive.

4.       INCOME TAXES

      The Company accounts for income taxes under the provisions of Statement of
Financial  Accounting  Standards No. 109 - "Accounting for Income Taxes," ("SFAS
No. 109") which  provides for an asset and liability  approach in accounting for
income  taxes.  Under this  approach,  deferred tax assets and  liabilities  are
recognized based on anticipated future tax consequences, using currently enacted
tax laws,  attributable  to differences  between  financial  statement  carrying
amounts of assets and  liabilities  and their  respective tax bases.  Due to the
uncertainty  as to whether  the Company  will be  profitable  in the future,  an
allowance has been provided to offset the tax benefits of certain tax assets. No
income tax expense was recorded for the three months ended March 31, 2000 as the
Company has  utilized the benefit of its net  operating  loss  carryforwards  to
offset current taxable income.

       At  March  31,  2000,  the Company  had  cumulative  net  operating  loss
carryforwards  for federal  income tax purposes of  approximately  $24.6 million
which will begin to expire in 2007. The net operating loss carryforwards  assume
that certain items,  primarily  intangible drilling costs, have been written off
in the current year. However,  the Company has not made a final determination if
an  election  will be made to  capitalize  all or part of  these  items  for tax
purposes.

       The  differences  between  the statutory federal  income taxes calculated
usinga federal tax rate of 35% and the Company's  effective tax rate as of March
31, 2000 and 1999 are summarized as follows:


                                                           2000         1999
                                                       -----------  -----------

Statutory federal income taxes .............            $ 125,745    $(106,921)
Permanent differences:
     Expense not deductible for tax purposes                2,140        3,161

Change in valuation allowance ..............             (127,885)     103,760
                                                        ---------    ---------
Income tax (benefit) expense ...............            $    --      $    --
                                                        =========    =========


                                       7
<PAGE>
5.       EQUITY

       The  Company  accounts for Stock Based Compensation  in  accordance  with
Statement of Financial  Accounting Standards No. 123 "Accounting for Stock Based
Compensation," ("SFAS No. 123"). Under SFAS No. 123, the Company is permitted to
either record expense  for stock options and other employee  compensation  plans
based on their  fair  value at the  date of grant or to  continue  to apply  its
current accounting policy under Accounting Principles Board Opinion No. 25 ("APB
No.25") and recognize compensation expense, if any, based on the intrinsic value
of the equity  instrument at the  measurement  date.  The Company has elected to
continue following APB No. 25.

       Effective  May 21, 1999,  the Company amended and restated its  Incentive
Plan. In conjunction  with those and other amendments of the Incentive Plan, the
Company exchanged, on a voluntary basis, 556,488 outstanding  nonqualified stock
options of certain employees and Directors of the Company for 326,700 new common
stock  options  in  replacement  of those  options.  The  exercise  price of the
replacement  options was $7.06,  which  represents  the fair market value on the
date of grant. The replaced options have a ten-year term with 50% of the options
vesting  immediately  on the date of grant with the remaining 50% vesting on May
21, 2000. On May 21, 1999,  the Company also issued  99,800 new ten-year  common
stock options to employees,  which vest 100% on May 21, 2001. The exercise price
of the new options was $7.06, which represents the fair market value on the date
of grant.  On June 1, 1999 the  Company  issued  21,000  ten-year  common  stock
options to  non-employee  directors  with an exercise  price of $7.28 per share,
which represents the fair market value on date of grant, vesting 100% on June 1
2001.

       In March  2000,  the  Financial Accounting  Standards  Board  issued FASB
Interpretation  No. 44,  "Accounting  for Certain  Transactions  involving Stock
Compensation," an interpretation  of APB No. 25. This  Interpretation  clarifies
the application of APB No. 25 for certain issues including (a) the definition of
"employee"  for the  purpose  of  applying  APB No.  25,  (b) the  criteria  for
determining  whether a plan  qualifies as  noncompensatory,  (c) the  accounting
consequences  of various  modifications  to the terms of previously  fixed stock
options or awards and (d) the accounting  for an exchange of stock  compensation
awards in a business combination. This Interpretation is effective July 1, 2000,
but certain  conclusions cover specific events occurring after December 15, 1998
or January  12,  2000.  To the extent  that this  Interpretation  covers  events
occurring  during the period after  December  15, 1998 or January 12, 2000,  but
before  the  effective  date of July 1,  2000,  the  effects  of  applying  this
Interpretation  are  recognized  on a prospective  basis from July 1, 2000.  The
voluntary  exchange and issuance of new common stock options in  replacement  of
those options,  referred to above,  which were  effective May 21, 1999,  will be
covered by this  Interpretation as these transactions fall within the guidelines
of a specific  event after  December 15, 1998 as defined by the  Interpretation.
Accordingly  these new common stock options will be accounted for under variable
plan accounting on a prospective basis from July 1, 2000, resulting in an effect
on the Company's  results of  operations  for increases in the stock price above
the exercise  price of the option or the stock price at July 1, 2000,  whichever
is greater.

6.       PROPERTY DISPOSITION

       Subsequent  to March 31,  2000,  the  Company  completed  the sale of its
working interests owned in its Wheeler property in Starr County, Texas. Proceeds
from the sale were  approximately  $1 million and associated net proved reserves
were  approximately  550 MMcfe or 2% of the Company's total proved reserves,  at
the time of the sale.

       The  Company  uses the  full-cost  method of  accounting  for its oil and
natural  gas  properties.  Under  this  method, a sale  of oil and  natural  gas
properties,  whether or not being amortized currently, shall be accounted for as
an adjustment of capitalized  costs, with no gain or loss recognized unless such
adjustment would significantly alter the relationship  between capitalized costs
and  proved  reserves.  The  proceeds  from the sale of these  proved  producing
properties were credited directly to the full cost pool.

                                       8
<PAGE>


7.       HEDGING ACTIVITIES

       Due to the  instability of oil and natural gas prices, the Company enters
into, from time to time,  price risk management  transactions  (e.g.,  swaps and
collars)  for a  portion  of it's oil and  natural  gas  production  in order to
achieve a more  predictable  cash flow, as well as to reduce exposure from price
fluctuations.  While the use of these  arrangements  limits  the  benefit to the
Company of  increases  in the price of oil and  natural  gas it also  limits the
downside risk of adverse price  movements.  The Company's  hedging  arrangements
typically  apply to only a portion of its  production,  providing  only  partial
price  protection  against  declines in oil and natural gas prices and  limiting
potential gains from future increases in prices.  The Company accounts for these
transactions  as  hedging  activities  and,  accordingly,  gains and  losses are
included in oil and natural gas revenues during the period the hedged production
occurs.

       The impact on oil and natural gas revenues from  hedging  activities  for
the three months ended March 31, 2000 and 1999 was as follows:

<TABLE>
                                                                                             Gain (Loss)
                                                                     Bbl      MMbtu    ----------------------
     Hedge             Effective Dates    Price Per    Price Per   Volumes   Volumes     Three Months Ended
      Type .......   Beginning   Ending     Barrel       MMbtu     Per Day   Per Day           March 31,
------------------   ---------  --------  ---------  -----------   -------   -------   ---------- -----------
                                                                                          2000        1999
                                                                                       ---------- -----------
<S>                   <C>       <C>        <C>      <C>              <C>     <C>      <C>         <C>
Natural Gas Swap ..... 3/1/99   10/31/99             $     1.957              13,000               $ 142,346
Natural Gas Collar ... 2/1/00    2/29/00             $2.20-$2.31               9,000   $ (70,470)
Natural Gas Collar ... 3/1/00    4/30/00             $2.20-$2.50               9,000     (27,900)
Oil Swap ............. 1/1/00    3/31/00    $25.60                    150                (27,521)
                                                                                       ---------   ---------
    Total ............                                                                 $(125,891)  $ 142,346
                                                                                       =========   =========
</TABLE>

       The  Company's  hedging  activities for natural gas are entered into on a
per MMbtu delivered price basis, Houston Ship Channel,  with settlement for each
calendar  month  occurring  five business days  following the  publishing of the
Inside F.E.R.C. Gas Marketing Report.

       Included  within oil and natural gas revenues  or the three  months ended
March 31, 2000 and 1999 was $(125,891), and $142,346, respectively, representing
net (losses) and gains from hedging activity.  During December 1999, the Company
entered into a crude oil fixed price swap.  The number of barrels of oil per day
("BOD")  and the  related  fixed  price  subject  to the oil  price  swap are as
follows: i) January 1, 2000 - March 31, 2000, 150 BOD, swap at $25.60, ii) April
1, 2000 - June 30, 2000, 125 BOD, swap at $22.87,  iii) July 1, 2000 - September
30, 2000, 60 BOD,  swap at $21.47,  and iv) October 1, 2000 - December 31, 2000,
50 BOD, swap at $ 20.46.  During the first  quarter of 2000 the Company  entered
into three  natural gas  collars.  The natural gas collars  cover the  following
MMbtu per day and floor and  ceiling  per MMbtu  prices:  i)  February 1, 2000 -
February 29, 2000,  9,000 MMbtu per day, $2.20 floor - $2.31 ceiling,  ii) March
1, 2000 - April 30, 2000,  9,000 MMbtu per day,  $2.20 floor - $2.50 ceiling and
iii) May 1, 2000 - September 30, 2000,  6,000 MMbtu per day, $2.05 floor - $2.60
ceiling.  At  March  31,  2000  and  December  31,  1999,  the  market  value of
outstanding hedges was approximately $(620,000) and $15,000, respectively.


                                       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  accompanying  unaudited
condensed consolidated financial statements included elsewhere in this Form 10-Q
and with the Company's audited consolidated financial statements included in the
Company's  annual  report on Form 10-K for the year  ended  December  31,  1999.
Unless otherwise  indicated by the context,  references  herein to the "Company"
mean Edge Petroleum Corporation,  a Delaware corporation that is the registrant,
and its subsidiaries.

      Overview

      Edge Petroleum Corporation is an independent energy company engaged in the
exploration,  development  and  production of oil and natural gas. Edge conducts
its operations  primarily along the onshore Gulf Coast with its primary emphasis
in South Texas and South  Louisiana  where it  currently  controls  interests in
excess of 88,000  gross acres under lease and option.  The Company  explores for
oil and natural gas by emphasizing an integrated  application of highly advanced
data  visualization  techniques  and  computerized  3-D seismic data analysis to
identify potential hydrocarbon accumulations.  The Company believes its approach
to  processing  and  analyzing  geophysical  data  differentiates  it from other
independent  exploration  and  production  companies and is more  effective than
conventional 3-D seismic data interpretation  methods. The Company also believes
it maintains one of the largest  databases of onshore South Texas Gulf Coast 3-D
seismic data of any independent oil and natural gas company, and is continuously
acquiring additional data within this core region.

      The Company acquires 3-D seismic data by organizing and designing regional
data acquisition  surveys for its proprietary use, as well as through  selective
participation in regional  non-proprietary  3-D surveys.  The Company negotiates
seismic  options  for a majority  of the areas  encompassed  by its  proprietary
surveys,  thereby allowing it to secure identified  prospect leasehold interests
on a non-competitive,  pre-arranged basis. In the Company's  non-proprietary 3-D
survey  areas,  the  Company's  technical  capabilities  allow it to rapidly and
comprehensively   evaluate   large   volumes  of  regional  3-D  seismic   data,
facilitating  its ability to  identify  attractive  prospects  within a surveyed
region  and to  secure  the  corresponding  leasehold  interests  ahead of other
industry participants.

       The Company's  extensive technical expertise has enabled it to internally
generate  substantially all of its 3-D prospects drilled to date and to assemble
a large  portfolio  of 3-D based  prospects  for future  drilling.  The  Company
pursues  drilling  opportunities  that  include a blend of  shallower,  normally
pressured  reservoirs that generally involve moderate costs and risks as well as
deeper,  over-pressured  reservoirs  that  generally  involve  greater costs and
risks,  but have higher  economic  potential.  In recent years,  the Company has
expanded   its  relative   focus  to  increase   its  exposure  to   exploration
opportunities  in the deeper  geological  section.  The  Company  mitigates  its
exposure  to  exploration  costs  and risk by  conducting  its  operations  with
industry partners,  including major oil companies and large  independents,  that
generally pay a disproportionately  greater share of seismic acquisition and, in
many  instances,  leasing and drilling  costs than the Company.  The Company may
seek to participate in an increased  number of externally  generated  prospects,
including those in which the Company pays a disproportionate  share of the cost,
depending  upon the  quality,  size,  price and other  factors  relating to such
prospects.

       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,  including certain general and administrative  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
capitalizes  internal Geological and Geophysical ("G&G") costs that are directly
attributable to acquisition,  exploration and development  activities to oil and
natural gas properties.  Total internal G&G costs  capitalized  during the three
months ended March 31, 2000 and 1999 were $413,430 and  $563,592,  respectively.
The Company records depletion of its full-cost pool using the unit of production
method. Investments in unproved properties are not subject to amortization until
the proved  reserves  associated  with the projects can be  determined  or until
impaired.  To the extent that  capitalized  costs subject to amortization in the
full-cost  pool (net of depletion,  depreciation  and  amortization  and related
deferred taxes) exceed the present value (using a 10%discount


                                       10
<PAGE>

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, an impairment of oil and natural gas properties is not reversible at a
later  date.  Impairment  of oil and  natural  gas  properties  is assessed on a
quarterly  basis in conjunction  with the Company's  quarterly  filings with the
Securities and Exchange Commission. At March 31, 2000, no full cost ceiling test
write down of oil and natural gas properties was necessary.

       Due to the  instability of oil and natural gas prices, the Company enters
into, from time to time,  price risk management  transactions  (e.g.,  swaps and
collars) for a portion of its oil and natural gas  production  to achieve a more
predictable  cash flow, as well as to reduce  exposure from price  fluctuations.
While  the use of these  arrangements  limits  the  benefit  to the  Company  of
increases in the price of oil and natural gas it also limits the  downside  risk
of adverse price movements.  The Company's hedging arrangements  typically apply
to only a portion of its  production,  providing  only partial price  protection
against declines in oil and natural gas prices and limiting potential gains from
future  increases  in prices.  The Company  accounts for these  transactions  as
hedging  activities and,  accordingly,  gains and losses are included in oil and
natural gas revenues during the period the hedged  production  occurs.  At March
31, 2000 the market value of all  hedges was approximately $(620,000).  See Note
7 for "Hedging Activities".

      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 oil and
natural  gas.  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.  Even  though oil and  natural  gas
commodity prices have shown signs of recent recovery,  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.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2000 Compared to the Three Months Ended
March 31, 1999

  Revenue and Production

       Oil and  natural gas revenues for the three  months  ended March 31, 2000
increased  8% from  $3,542,188  to  $3,810,921,  as compared to the three months
ended March 31, 1999.  Production  volumes for oil,  condensate and NGLs for the
three months ended March 31, 2000  increased  31% from 37 MBbls to 49 MBbls,  as
compared  to the  three  months  ended  March 31,  1999.  The  increase  in oil,
condensate  and NGL  production  during the three  months  ended  March 31, 2000
increased  revenues  by  $116,786  (based  on 1999  comparable  quarter  average
prices), further increased by a 109% increase in the average oil, condensate and
NGL sales price which  increased  revenues by $534,935 (based on current quarter
production). Production volumes for natural gas for the three months ended March
31, 2000,  decreased 34% from 1,668 MMcf to 1,096 MMcf, as compared to the three
months ended March 31, 1999. The decrease in natural gas  production  during the
three months ended March 31, 2000 decreased revenues by $1.1 million,  offset by
a 34% increase in the average natural gas sales price which  increased  revenues
by $702,381.  The decrease in production  volumes was primarily  attributable to
the disposition of certain proved producing  properties  effective July 1, 1999,
further  reduced by normal  production  declines from existing wells offset by 9
gross (3.63 net) new successful  exploratory and development wells being drilled
and completed  since March 31, 1999.  Included  within oil,  condensate  and NGL
revenues for the three months  ended March 31, 2000 was  ($27,521)  representing
losses from hedging activities.  Hedging activities decreased the effective oil,
condensate  and NGL average sales price by  approximately  $0.56 per Bbl (or 3%)
for the three months ended March 31, 2000.  Included within natural gas revenues
for the three months ended March 31, 2000 was $(98,370) representing losses from
hedging activities. Hedging activities decreased the effective natural gas sales
price by approximately  $0.09 per Mcf (or 3%) for the  three-months  ended March
31, 2000.  Included within natural gas revenues for the three months ended March
31,  1999 was  $142,346  representing  gains from  hedging  activities.  Hedging
activities  increased  the  effective  natural gas sales price by  approximately
$0.09 per Mcf (or 5%) for the three-months ended March 31, 1999.  See Note 7 for
"Hedging Activities".


                                       11
<PAGE>

       The following  table sets forth certain  operational  data of the Company
for the periods presented:

<TABLE>
                                              Three Months Ended        2000 Period Compared
                                                   March 31,               to 1999 Period
                                           ------------------------   ------------------------
                                                                       Increase    % Increase
                                               2000         1999      (Decrease)    (Decrease)
<S> .......................................<C>          <C>          <C>              <C>
Production volumes:
   Oil, condensate and NGLs (Bbls) .......     49,029       37,410       11,619         31 %
   Natural gas (Mcf) .....................  1,096,366    1,668,243     (571,877)       (34)%

   Natural gas equivalents (Mcfe) ........  1,390,540    1,892,703     (502,163)       (27)%

Average sales prices:
   Oil, condensate and NGLs ($ per Bbl) .. $    20.96   $    10.05   $    10.91        109 %
   Natural gas ($ per Mcf) ...............       2.54         1.90         0.64         34 %
   Natural gas equivalent ($ per Mcfe) ...       2.74         1.87         0.87         47 %

Operating revenues:
   Oil, condensate and NGLs .............. $1,027,740   $  376,019   $  651,721        173 %
   Natural gas ...........................  2,783,181    3,166,169     (382,988)       (12)%
                                           ----------   ----------   ----------
         Total ........................... $3,810,921   $3,542,188   $  268,733          8 %
                                           ==========   ==========   ==========
</TABLE>

  Costs and Operating Expenses

      Lifting costs for the three months ended March 31, 2000  decreased 8% from
$479,128 to $439,809  as compared to the three  months  ended March 31, 1999 due
primarily to the disposition of proved  producing  properties  effective July 1,
1999,  and due to a corporate  focus to improve the  operating  structure in the
field.  Lifting costs were $0.32 per Mcfe and $0.25 per Mcfe for the three-month
periods  ended March 31, 2000 and 1999,  respectively.  The  increase in lifting
costs on a Mcfe basis was due to reduced  production  volumes  attributable  the
sale of  certain  properties  during  the third  quarter of 1999 which had lower
overall average lifting costs.

      Severance  and ad valorem  taxes for the three months ended March 31, 2000
decreased  13% from  $352,689 to $306,649 as compared to the three  months ended
March 31, 1999 due  primarily  to higher ad valorem  taxes paid during the first
quarter of 1999.  Severance  and ad valorem  taxes were $0.22 per Mcfe and $0.19
per  Mcfe  for  the   three-month   periods  ended  March  31,  2000  and  1999,
respectively.

      Depletion,  depreciation and  amortization  expense ("DD&A") for the three
months  ended March 31, 2000  decreased 6% from  $1,902,760  to  $1,786,978,  as
compared to the three months ended March 31, 1999.  Included within DD&A for the
three-month periods ended March 31, 2000 and 1999 was $1,617,409 and $1,708,374,
respectively,  representing  depletion  expense of oil and natural gas property,
which  decreased  by 5%.  Decreased  oil and  natural gas  production  decreased
depletion  expense by $453,370 and a 29% increase in the overall  depletion rate
increased depletion expense by $362,405.  The increase in the depletion rate was
primarily  attributable  to the  abandonment  of certain  properties  during the
fourth quarter of 1999.  Depletion expense on a unit of production basis for the
three-month  periods  ended March 31, 2000 and 1999 was $1.16 per Mcfe and $0.90
per Mcfe,  respectively.  The remaining decrease in DD&A is due primarily to the
amortization  of deferred  loan cost on the Revolving  Credit  Facility on which
amortization began April 1, 1998 and was fully amortized at March 31, 1999.

      General and  administrative  expenses ("G&A") for the three  months  ended
March 31, 2000  decreased 12% from  $1,001,819  to $878,779,  as compared to the
three  months  ended  March  31,  1999.   The  decrease  in  G&A  was  primarily
attributable to lower salaries and related benefits attributable to a work force
reduction  during January 2000.  Overhead  reimbursement  fees are recorded as a
reduction to G&A and were approximately $12,000 and $54,000,  respectively,  for
the three  months  ended  March 31, 2000 and 1999.  G&A on a unit of  production
basis for the  three-month  periods  ended March 31, 2000 and 1999 was $0.63 per
Mcfe and $0.53 per Mcfe, respectively.

      Unearned  compensation  expense for the three  months ended March 31, 2000
decreased from $83,976 to $8,589,as compared to the three months ended March 31,
1999.  The  decrease is due to the  resignation  of the former

                                       12
<PAGE>

President and Chief Operating  Officer during December 1999 whereby he vested in
his  remaining  restricted  stock  grant.  The  Company  charged to expense  his
unamortized  unearned  compensation  upon his resignation,  thereby reducing the
future amounts to be charged to income.

      Interest  expense for the three months ended March 31, 2000 was $44,079 as
compared to $38,326 for the three months ended March 31, 1999.  The total amount
of interest capitalized to oil and natural gas properties during the three-month
periods ended March 31, 2000 and 1999 was $131,002 and  $225,597,  respectively.
The increase in interest  expense is due to less interest  being  capitalized to
oil and natural  gas  properties  resulting  from lower  exploration  activities
during the three months ended March 31, 2000  compared to the three months ended
March 31,  1999.  Weighted  average  debt was $7.3  million for the three months
ended March 31, 2000  compared to $12.8 million for the three months ended March
31, 1999.

      Interest  income for the three months ended March 31, 2000  increased from
$11,022 to $13,233,  as compared to the three months  ended March 31, 1999.  The
increase in interest income is due to the overall increase in invested overnight
money market funds.

      Due to the  Company's  significant  deferred  tax  assets,  no tax expense
(benefit)  was recorded for the three months ended March 31, 2000 and 1999.  Due
to the  uncertainty  as to whether the Company will be profitable in the future,
an allowance has been provided to offset the tax benefits of certain tax assets.
Should the  Company  continue to have net income in future  periods,  income tax
expense will be recorded upon utilization of available tax assets.

      For the three  months  ended March 31,  2000,  the  Company had  operating
income of $390,117  compared to an operating  loss of  $(278,184)  for the three
month period ended March 31,  1999,  primarily  the result of an increase in oil
and natural gas revenues as well as the impact of lower DD&A and G&A. Net income
was $359,271 for the three months ended March 31, 2000 compared to a net loss of
$(305,488) for the three-month period ended March 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

      The Company had cash and cash  equivalents at March 31, 2000 of $1,724,563
consisting  primarily of  short-term  money market  investments,  as compared to
$577,864 at December 31, 1999.  Working  capital  (deficit) was  $(4,852,599) at
March 31, 2000, as compared to $(4,977,421) at December 31, 1999.

      Cash flows  provided by operations  were  $1,876,715 and 1,811,924 for the
three months ended March 31, 2000 and 1999, respectively. The slight increase in
cash flows  provided by operations  for the three months ended March 31, 2000 is
primarily due to net income in the current year as compared to a net loss in the
prior year and a decrease  in accounts  receivable  for the three  months  ended
March 31, 2000 as compared to an increase in the  comparable  prior year period,
offset by a  significant  amount of payments of accrued  liabilities  during the
three months  ended March 31,  2000.  Operating  cash flows,  before  changes in
working capital, were $2,154,838 and $1,681,248 for the three months ended March
31, 2000 and 1999, respectively. Higher cash flows during the three months ended
March 31, 2000 as compared to the three  months ended March 31, 1999 were due to
higher oil and natural gas  revenues  and lower G&A.  Higher oil and natural gas
revenues  during  the  three  months  ended  March  31,  2000 were due to higher
commodity prices offset by decreased production.  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.

      During the three  months ended March 31,  2000,  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.  Capital  expenditures during the three months ended March 31,
2000 were  approximately  $1.7 million as compared to $3 million during the same
period in 1999.  The Company  expended  $1.2 million in its drilling  operations
resulting  in the  drilling of 4 gross (1.6 net) wells  during the three  months
ended March 31,  2000 as  compared  to 6 gross (2.53 net) wells  during the same
period in 1999. The Company  currently has two wells  drilling,  the Swickheimer
well in Goliad  County,  Texas which spud on April 7, 2000 and the  Robertson #1
well in Aadia Parish, Louisiana which spud on April 27, 2000. The remaining cost
capitalized to oil and natural gas properties was

                                       13
<PAGE>

capitalized internal G&G and interest of approximately  $544,000.  Total capital
expenditures for 2000 are expected to be approximately $9 million.

      Due to the Company's  active  exploration  and  development and technology
enhancement  programs,  the Company has  experienced  and expects to continue to
experience substantial working capital requirements. The Company intends to fund
its 2000 capital  expenditures,  commitments  and working  capital  requirements
through  cash flows from  operations,  available  borrowings  under its existing
Revolving  Credit  Facility,   and  to  the  extent  necessary  other  financing
activities. At March 31, 2000, the Company had no remaining amount available for
future  borrowings under its Revolving Credit Facility and the borrowing base is
being reduced by $450,000 per month. To provide  additional  working capital the
Company  continues  to market a  portion  of its  interest  in  various  Company
generated  drill  ready  prospects.   Additionally,  the  Company  is  currently
evaluating various financing and refinancing  options as well as divestitures of
certain  non-core and under performing  assets.  The Company believes it will be
able to generate capital resources and liquidity  sufficient to fund its capital
expenditures and meet such financial  obligations as they come due. In the event
such capital resources are not available to the Company,  its drilling and other
activities may be curtailed.

  Revolving Credit Facility

       The  Company  is a party  to a  credit facility  (the  "Revolving  Credit
Facility")  with a bank.  Borrowings  under the  Revolving  Credit  Facility are
limited by a borrowing base, as defined in the Revolving  Credit  Facility,  and
bear  interest  at a rate equal to prime or LIBOR plus 1.75% to 2.25%  depending
upon the level of borrowing base  utilization.  The Revolving Credit Facility is
secured by substantially all of the assets of the Company.

       Each  quarter, at the election of the Company or the bank,  the borrowing
base under the Revolving Credit Facility can be redetermined. The borrowing base
is also subject to mandatory reductions, which are subject to revision each time
the borrowing base is redetermined.  The borrowing base is currently required to
be reduced on the first day of each month by $450,000.  At March 31,  2000,  the
total reduction from the original borrowing base of $9 million was $1.8 million,
resulting in a borrowing  base of $7.2  million at March 31, 2000.  At March 31,
2000, the borrowings  under this facility totaled $7.2 million with no remaining
borrowing base available for future borrowings. For the three months ended March
31,2000,  the  weighted  average  debt  outstanding  was $7.3  million,  and the
weighted  average  interest  rate was 8.4%.  Subsequent  to March 31, 2000,  the
Company sold certain oil and natural gas properties. As a result of the sale and
the April 1, 2000 regularly  scheduled  monthly  borrowing base  reduction,  the
borrowing  base reduced to $6 million.  A portion of the proceeds  from the sale
were used to reduce outstanding debt to $6 million.

      The Revolving Credit Facility provides for certain restrictions, including
but not limited to,  limitations on additional  borrowings and issues of capital
stock, sales of its oil and natural gas properties or other collateral, engaging
in merger or  consolidation  transactions  and  prohibitions  of  dividends  and
certain  distributions  of cash or properties and certain  liens.  The Revolving
Credit  Facility also contains  certain  financial  covenants.  The Tangible Net
Worth Covenant  requires that at the end of each quarter the Company's  Tangible
Net Worth be at least 90% of the Company's actual tangible net worth as reported
at December 31, 1998 (or  $33,260,720)  plus 50% of positive net income and 100%
of other  increases  in equity  for all fiscal  quarters  ending  subsequent  to
December 31, 1998.  The Fixed Charge  Covenant  requires that at the end of each
quarter  beginning June 30, 1999, the ratio of annualized EBITDA (as defined) to
the sum of  annualized  interest  expense  plus  50% of the  quarter  end  loans
outstanding  must be at least 1.25 to 1.00.  At March 31, 2000 and  December 31,
1999 the Company was in compliance with the above mentioned covenants.

  Accounting Pronouncements

    Derivatives - In June 1998, the Financial  Accounting Standards Board issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging  Activities"  ("SFAS No. 133"). SFAS No. 133 establishes
accounting  and  reporting  standards  for  derivative  instruments  and hedging
activities  that require an entity to recognize all  derivatives  as an asset or
liability  measured  at  fair  value.  Depending  on  the  intended  use  of the
derivatives,  changes in its fair value will be reported in the period of change
as either a component of earnings or a component of other comprehensive income.


                                       14
<PAGE>

     In June 1999, the Financial Accounting Standards Board issued SFAS No. 137,
"Accounting for Derivative  Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133" ("SFAS No. 137").  SFAS No. 137 delays
the effective date for  implementation  of SFAS No. 133 for one year making SFAS
No. 133 effective for all fiscal  quarters of all fiscal years  beginning  after
June 15,  2000.  Retroactive  application  to periods  prior to  adoption is not
allowed.  The Company has not quantified the impact of adoption on its financial
statements or the date it intends to adopt.

     In March  2000,  the  Financial  Accounting  Standards  Board  issued  FASB
Interpretation  No. 44,  "Accounting  for Certain  Transactions  involving Stock
Compensation," an interpretation  of APB No. 25. This  Interpretation  clarifies
the application of APB No. 25 for certain issues including (a) the definition of
"employee"  for the  purpose  of  applying  APB No.  25,  (b) the  criteria  for
determining  whether a plan  qualifies as  noncompensatory,  (c) the  accounting
consequences  of various  modifications  to the terms of previously  fixed stock
options or awards and (d) the accounting  for an exchange of stock  compensation
awards in a business combination. This Interpretation is effective July 1, 2000,
but certain  conclusions cover specific events occurring after December 15, 1998
or January  12,  2000.  To the extent  that this  Interpretation  covers  events
occurring  during the period after  December  15, 1998 or January 12, 2000,  but
before  the  effective  date of July 1,  2000,  the  effects  of  applying  this
Interpretation  are  recognized  on a prospective  basis from July 1, 2000.  The
voluntary  exchange and issuance of new common stock options in  replacement  of
those options, referred to in Note 5, which were effective May 21, 1999, will be
covered by this  Interpretation as these transactions fall within the guidelines
of a specific  event after  December 15, 1998 as defined by the  Interpretation.
Accordingly  these new common stock options will be accounted for under variable
plan accounting on a prospective basis from July 1, 2000, resulting in an effect
on the Company's  results of  operations  for increases in the stock price above
the exercise  price of the option or the stock price at July 1, 2000,  whichever
is greater.

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, future capabilities, the sufficiency of capital
resources  and  liquidity  to support  working  capital and capital  expenditure
requirements,  reinvestment  of cash  flows and any other  statements  regarding
future operations,  financial results,  business plans, sources of liquidity 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
Company's  Form  10-K  and  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.

                                       15
<PAGE>


ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

     The  Company is exposed to market risk from  changes in interest  rates and
commodity  prices.  The Company uses a Revolving  Credit  Facility,  which has a
floating  interest rate, to finance a portion of its operations.  The Company is
not subject to fair value risk resulting  from changes in its floating  interest
rates.  The use of  floating  rate debt  instruments  provides a benefit  due to
downward interest rate movements but does not limit the Company to exposure from
future  increases  in  interest  rates.  Based on the  March 31,  2000  floating
interest  rate of 8.5%,  a 10% change in the  interest  rate would  result in an
increase or decrease in interest expense of  approximately  $51,000 on an annual
basis.  In the  normal  course of  business  the  Company  enters  into  hedging
transactions,  including  commodity  price  collars and swaps,  to mitigate  its
exposure  to  commodity  price  movements,  but not for  trading or  speculative
purposes.  During the three months ended March 31, 2000, due to the  instability
of oil prices and to achieve a more  predictable  cash flow,  the Company had in
place a fixed  price oil swap for a portion of its year 2000 oil and  condensate
production.  While  the use of these  arrangements  limits  the  benefit  to the
Company of  increases  in the price of oil and  natural  gas it also  limits the
downside risk of adverse price  movements.  The number of barrels of oil per day
("BOD")  and the  related  fixed  price  subject  to the oil  price  swap are as
follows: i) January 1, 2000 - March 31, 2000, 150 BOD, swap at $25.60, ii) April
1, 2000 - June 30, 2000, 125 BOD, swap at $22.87,  iii) July 1, 2000 - September
30, 2000, 60 BOD, swap at $21.47 and iv) October 1, 2000 - December 31, 2000, 50
BOD,  swap at $ 20.46.  A 10% change in the oil price per barrel would cause the
total market value of the swap to increase or decrease by approximately $47,000.
During the three months ended March 31, 2000, due to the  instability of natural
gas prices and to achieve a more predictable cash flow, the Company had in place
three natural gas collars for a portion of its year 2000 natural gas production.
The natural gas collars cover the following  MMbtu per day and floor and ceiling
per MMbtu prices:  i) February 1, 2000 - February 29, 2000, 9,000 MMbtu per day,
$2.20 floor - $2.31 ceiling, ii) March 1, 2000 - April 30, 2000, 9,000 MMbtu per
day,  $2.20 floor - $2.50  ceiling and iii) May 1, 2000 -  September  30,  2000,
6,000 MMbtu per day,  $2.05 floor - $2.60  ceiling.  A 10% change in the natural
gas price per MMbtu  would  cause the  total  market  value of the  natural  gas
collars to increase or decrease by  approximately  $309,000.  At March 31, 2000,
the market value of the outstanding hedges were approximately $(620,000).



















                                       16


<PAGE>


                           PART II - OTHER INFORMATION

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

Item 2 - Changes in Securities and Use of Proceeds......................    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................................   None

(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,  (v) Edge  Mergeco, Inc.  and  (vi) the  Company,
                  dated  as   of  January  13,  1997  (Incorporated by reference
                  from  exhibit  2.1  to  the Company's  Registration  Statement
                  on Form S-4 (Registration No. 333-17269))

+3.1              -- Restated  Certificate of  Incorporated  of the  Company  as
                  amended  (Incorporated  by  reference  from exhibit 3.1 to the
                  Company's Registration Statement on Form S-4 (Registration No.
                  333-17269)).

+3.2              -- Bylaws of the Company. (Incorporated  by  Reference from
                  exhibit 3.3 to the Company's  Quarterly  Report on   Form 10-Q
                  for the quarterly period ended September 30, 1999).

+3.3              -- First  Amendment  to Bylaws of the Company on September 28,
                  1999 (Incorporated  by  Reference  from  exhibit  3.2  to  the
                  Company's  Quarterly  Report  on  Form  10-Q for the quarterly
                  period ended September 30, 1999).

+4.1              -- Amended and Restated Credit Agreement, dated April 1, 1998,
                  by and between Edge Petroleum  Corporation  and Edge Petroleum
                  Exploration Company  (collectively the "Borrower") and Compass
                  Bank, a Texas state chartered  banking  institution,  as Agent
                  for  itself  and  First  National  Bank of  Chicago  and other
                  lenders party thereto. (Incorporated by Reference from exhibit
                  4.1 to the  Company's  Quarterly  Report  on Form 10-Q for the
                  quarterly period ended March 31, 1998).

+4.2              -- First Amendment dated September 29, 1998 to the Amended and
                  Restated Credit  Agreement,  dated as of April 1, 1998, by and
                  between the Borrower and the First National Bank of Chicago as
                  agent and a Lender  thereto  (Incorporated  by Reference  from
                  exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for
                  the quarterly period ended March 31, 1998).

+4.3              --  Security  Agreement,  dated as of April  1,  1998,  by and
                  between the Borrower and Compass Bank, a Texas state chartered
                  banking  institution,  as  Agent  for  itself  and  The  First
                  National  Bank of Chicago and other  lenders party thereto the
                  Credit  Agreement  (Incorporated by Reference from exhibit 4.1
                  to the  Company's  Quarterly  Report  on  Form  10-Q  for  the
                  quarterly period ended March 31, 1998).

                                       17
<PAGE>

+4.4              -- Security  Agreement  (Stock  Pledge),  dated as of April 1,
                  1998, by and between Edge  Petroleum  Corporation  and Compass
                  Bank, a Texas state chartered  banking  institution,  as Agent
                  for itself and The First  National  Bank of Chicago  and other
                  lenders party thereto the Credit  Agreement  (Incorporated  by
                  Reference from exhibit 4.1 to the Company's  Quarterly  Report
                  on Form 10-Q for the quarterly period ended March 31, 1998).

                  -- The Company is a party to several  debt  instruments  under
                  which  the  total  amount of  securities  authorized  does not
                  exceed  10%  of  the  total  assets  of the  Company  and  its
                  subsidiaries  on a consolidated  basis.  Pursuant to paragraph
                  4(iii)(A) of Item 601(b) of Regulation S-K, the Company agrees
                  to furnish a copy of such  instruments to the Commission  upon
                  request.

+4.5              -- Common Stock  Subscription  Agreement dated as of April 30,
                  1999  between  the Company and the  purchasers  named  therein
                  (Incorporated  by reference  from exhibit 4.5 to the Company's
                  Quarterly  Report on Form 10-Q/A for the  quarter  ended March
                  31, 1999).

+4.6              --  Warrant  agreement  dated as of May 6,  1999  between  the
                  Company and the Warrant holders named therein (Included in and
                  incorporated  by reference  from exhibit 4.5 to the  Company's
                  Quarterly  Report on Form 10-Q/A for the  quarter  ended March
                  31, 1999).

+4.7              --  Form  of  Warrant  for  the  purchase  of the Common Stock
                 (Included in and  incorporated  by reference  from  the  Common
                  Stock Subscription Agreement from exhibit 4.5 to the Company's
                  Quarterly Report on Form 10-Q/A for  the  quarter  ended March
                  31, 1999).

+10.1             -- Joint Venture  Agreement  between Edge Joint Venture II and
                  Essex Royalty Limited Partnership II, dated as of May 10, 1994
                  (Incorporated  by reference from exhibit 10.2 to the Company's
                  Registration   Statement   on  Form  S-4   (Registration   No.
                  333-17269)).

+10.2             -- Joint Venture  Agreement  between Edge Joint Venture II and
                  Essex Royalty Limited Partnership,  dated as of April 11, 1992
                  Incorporated  by reference  from exhibit 10.3 to the Company's
                  Registration   Statement   on  Form  S-4   (Registration   No.
                  333-17269)).

+10.3             -- Form of Indemnification  Agreement between the  Company and
                  each of its directors  (Incorporated by reference from exhibit
                  10.7 to  the  Company's  Registration  Statement  on  Form S-4
                  (Registration No. 333-17269)).

+10.4             -- Consulting  Agreement of James C. Calaway dated   March 18,
                  1989  (Incorporated  by  reference  from  exhibit 10.12 to the
                  Company's Registration Statement on Form S-4 (Registration No.
                  333-17269)).

+10.5             -- Stock Option Plan of Edge  Petroleum  Corporation,  a Texas
                  corporation  (Incorporated  by  reference  from  exhibit 10.13
                  to the Company's Registration Statement on Form S-4
                  (Registration No. 333-17269)).

+10.6             -- Employment  Agreement  dated  as  of   November  16,  1998,
                  by and  between  the  Company and John W. Elias. (Incorporated
                  by reference from 10.12 to the Company's Annual Report on Form
                  10-K for the year ended  December 31, 1998).

+10.7             -- Agreement  dated as of November 16, 1998 by and between the
                  Company and John E.  Calaway.  (Incorporated by reference from
                  exhibit 10.13 to the Company's Annual Report on  Form 10-K for
                  the year ended December 31, 1998).

                                       18
<PAGE>

+10.8             -- Incentive Plan of Edge Petroleum Corporation as Amended and
                  Restated  Effective  as of July  27,  1999.  (Incorporated  by
                  reference from exhibit 10.1 to the Company's  Quarterly Report
                  on Form 10-Q for the  quarterly  period  ended  September  30,
                  1999).

+10.9             --  Edge  Petroleum   Corporation   Incentive  Plan  "Standard
                  Non-Qualified  Stock  Option  Agreement"  by and between  Edge
                  Petroleum   Corporation   and  the  Officers   named  therein.
                  (Incorporated  by reference from exhibit 10.2 to the Company's
                  Quarterly  Report on Form 10-Q for the quarterly  period ended
                  September 30, 1999).

+10.10            --  Edge  Petroleum   Corporation   Incentive  Plan  "Director
                  Non-Qualified  Stock  Option  Agreement"  by and between  Edge
                  Petroleum   Corporation   and  the  Directors  named  therein.
                  (Incorporated  by reference from exhibit 10.3 to the Company's
                  Quarterly  Report on Form 10-Q for the quarterly  period ended
                  September 30, 1999).

+10.11            --  Severance   Agreements  by  and  between  Edge   Petroleum
                  Corporation  and the  Officers of the Company  named  therein.
                  (Incorporated  by reference from exhibit 10.4 to the Company's
                  Quarterly  Report on Form 10-Q for the quarterly  period ended
                  September 30, 1999).

+10.12            -- Severance  Agreement  dated as o   December 17, 1999 by and
                  between  Edge  Petroleum  Corporation  and  James  D. Calaway.
                 (Incorporated  by reference from exhibit 10.13 to the Company's
                  Annual Report  on  Form  10-K  for the year ended December 31,
                  1999).

+10.14            -- Form of Employee Restricted Stock Award Agreement under the
                  Incentive Plan of Edge Petroleum Corporation  (Incorporated by
                  Reference from exhibit 10.15 to the Company's Quarterly Report
                  on Form 10-Q/A for the quarterly period ended March 31, 1999).

+10.15            -- Form of Employee  Restricted Stock Award Agreement  between
                  the Company and James D. Calaway under the  Incentive  Plan of
                  Edge  Petroleum  Corporation  (Incorporated  by Reference from
                  exhibit 10.18 to the Company's Quarterly Report on Form 10-Q/A
                  for the quarterly period ended March 31, 1999).

+10.16            -- Letter agreement dated  November 9, 1999  for the  purchase
                  and  sale  of  working  interests  in   oil  and  natural  gas
                  properties  between   the   Company   and   James C.  Calaway.
                 (Incorporated  by reference from exhibit 10.16 to the Company's
                  Annual   Report  on  Form 10-K for the year ended December 31,
                  1999)

 27.1             -- Financial Data Schedule.

  + Incorporated by reference as indicated.

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





                                       19
<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)



Date           5/12/00                    /S/          John W. Elias
------------------------                  --------------------------------
                                                       John W. Elias
                                               Chief Executive Officer and
                                                   Chairman of the Board

Date           5/12/00                    /S/          Michael G. Long
-----------------------                   --------------------------------
                                                      Michael G. Long
                                                  Senior Vice President,
                                               Chief Financial Officer and
                                                         Controller


















                                       20
<PAGE>