SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
  
                                   Form 10-Q
         (Mark One)
          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
  
                 For the quarterly period ended June 30, 1997
  
                                      OR
  
         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
  
            For the transition period from            to           
  
                        Commission file number 1-11516
  
                            BOX ENERGY CORPORATION
            (Exact name of registrant as specified in its charter)
  
  
           Delaware                                75-2369148
  (State or other jurisdiction of     (I.R.S. employer identification no.)
   incorporation or organization)
  
            8201 Preston Road, Suite 600, Dallas, Texas  75225-6211
                   (Address of principal executive offices)
                                  (Zip code)
  
                                (214) 890-8000
             (Registrant's telephone number, including area code)
  
  
       Indicate by check mark 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      
  
       There were 3,219,010 outstanding shares of Class A (Voting) Common
  Stock, $1 par value, on August 4  , 1997.  There were also 17,087,410
  outstanding shares of Class B (Non-Voting) Common Stock, $1 par value,
  on such date.
  
  <PAGE>
  
                       BOX ENERGY CORPORATION
                                INDEX
  
  
                                                                        
  Page
  
  PART I    FINANCIAL INFORMATION
  
  Item 1.   Financial Statements
  
            Condensed Balance Sheets as of June 30, 1997
                 and December 31, 1996                       3
  
            Condensed Statements of Income - Three and
                 Six Months Ended June 30, 1997 and 1996     4
  
            Condensed Statements of Cash Flows - Six 
                 Months Ended June 30, 1997 and 1996         5
  
            Notes to Financial Statements                    6
  
  Item 2.   Management's Discussion and Analysis of
                 Financial Condition and Results of
                 Operations                                 11
  
  
  PART II  OTHER INFORMATION
  
  Item 1.   Legal Proceedings                               18
  
  Item 2.   Changes in Securities                           18
  
  Item 3.   Defaults upon Senior Securities                 18
  
  Item 4.   Submission of Matters to a Vote of
                Security Holders                            18
  
  Item 5.   Other Information                               18
  
  Item 6.   Exhibits and Reports on Form 8-K                18
  
  
  <PAGE>
  
  
  
                     PART I.   FINANCIAL INFORMATION
  Item 1. Financial Statements
                         BOX ENERGY CORPORATION
                        CONDENSED BALANCE SHEETS
                    (In thousands, except share data)
  
  
                                              June 30,     December 31,
                                                1997            1996
                                            -----------    ------------
  ASSETS                                    (Unaudited)
  Current assets
    Cash and cash equivalents                $   1,675      $   2,997
    Marketable securities - available
      for sale                                  30,592         32,678
    Accounts receivable - oil and
      natural gas                                6,021          7,093
    Accounts receivable - other                    711          1,456
    Note receivable  - Box Brothers
      Holding Company                            6,899            -
    Prepaid expenses and other current
      assets                                     2,204          1,961
                                             ----------     ----------
      Total current assets                      48,102         46,185
                                             ----------     ----------
  Properties
    Oil and natural gas properties
      (successful-efforts method)              196,480        187,251
    Other properties                             3,349          3,226
    Accumulated depreciation, depletion
    and amortization                          (128,520)      (116,371)
                                             ----------     ----------
      Total properties                          71,309         74,106
                                             ----------     ----------
  Other assets
    Deferred income taxes (net of
      valuation allowance)                      13,969         14,723
    Deferred charges (net of accumulated
      amortization)                              1,455          1,585
                                             ----------     ----------
      Total other assets                        15,424         16,308
                                             ----------     ----------
        Total assets                         $ 134,835      $ 136,599
                                             ==========     ==========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities
    Accounts payable                         $   5,111      $   5,043
    Accrued interest payable                       391            379
    Accrued transportation payable -
      related party                                281            263
    Net Profits expense payable                  1,340          1,481
                                             ----------     ----------
      Total current liabilities                  7,123          7,166
                                             ----------     ----------
  Convertible subordinated notes payable        55,077         55,077
                                             ----------     ----------
      Total liabilities                         62,200         62,243
                                             ----------     ----------
  Commitments and contingencies (Note 3)
  Stockholders' equity
    Common stock, $1.00 par value
  
      Class A (voting) - 15,000,000 shares
        authorized; 3,250,110 shares issued      3,250          3,250
      Class B (non-voting) - 30,000,000 
        shares authorized; 17,553,010
        shares issued                           17,553         17,553
    Additional paid-in capital                  25,197         25,197
    Treasury stock, at cost, 31,100 shares
      Class A, and 415,800 shares Class B       (3,120)         -
    Retained earnings                           29,887         28,542
    Valuation allowance for marketable
      securities                                  (132)          (186)
                                             ----------     ----------   
      Total stockholders' equity                72,635         74,356
                                             ----------     ----------
        Total liabilities and stockholders'
          equity                             $ 134,835      $ 136,599
                                             ==========     ==========
  
               See accompanying Notes to Financial Statements.
  
  <PAGE>
  

                               BOX ENERGY CORPORATION
                           CONDENSED STATEMENTS OF INCOME
                                     (Unaudited)
                      (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                   Three Months Ended            Six Months Ended
                                         June 30,                     June 30,
                                   1997          1996           1997          1996
                                 ---------     ---------      ---------     ---------
<S>                              <C>           <C>            <C>           <C>
Revenues
  Oil sales                      $  5,270      $  4,472       $ 10,533      $  8,905
  Natural gas sales                10,635        12,163         21,406        25,660
  Other income                      1,062         1,226          2,255         2,369
                                 ---------     ---------      ---------     ---------
    Total revenues                 16,967        17,861         34,194        36,934
                                 ---------     ---------      ---------     ---------
Costs and expenses
  Operating costs                   1,700         1,858          3,127         3,344
  Net Profits expense               2,236         2,838          4,705         7,059
  Exploration expense               2,507         9,686          3,906        12,153
  Depreciation, depletion and
    amortization                    6,928         4,197         12,154         8,181
  General and administrative
    expenses                        2,645         3,348          5,143         5,265
  Reorganization costs                435           -              638           -
  Interest and financing costs      1,226         1,204          2,451         2,445
                                 ---------     ---------      ---------     ---------
    Total costs and expenses       17,677        23,131         32,124        38,447
                                 ---------     ---------      ---------     ---------
      Income (loss) before
        income taxes                 (710)       (5,270)         2,070        (1,513)
Income tax expense (benefit)         (248)       (1,797)           725          (457)
                                 ---------     ---------      ---------     ---------
    Net income (loss)            $   (462)     $ (3,473)      $  1,345      $ (1,056)
                                 =========     =========      =========     =========

Income (loss) per share          $  (0.02)     $  (0.17)      $   0.06      $  (0.05)
                                 =========     =========      =========     =========

Weighted average shares of 
  common stock and common stock
  equivalents outstanding          20,668        20,803         20,735        20,803
                                 =========     =========      =========     =========


                       See accompanying Notes to Financial Statements.

</TABLE>
<PAGE>

  
                         BOX ENERGY CORPORATION
                   CONDENSED STATEMENTS OF CASH FLOWS
                               (Unaudited)
                              (In thousands)
  
  
                                              Six Months Ended June 30,
                                               1997               1996
                                             ---------         ---------
  Cash flow provided by operations
    Net income (loss)                        $  1,345          $ (1,056)
      Depreciation, depletion, and
        amortization                           12,154             8,181
      Amortization of deferred charges            130               131
      Amortization of premium on marketable
        securities                                 31                 7
      Dry hole and impaired property costs      1,981            10,414
      Loss on sale of assets                       56                29
      Deferred income tax expense                 725              (457)
      Decrease in accounts receivable           1,817             1,061
      (Increase) in prepaid expenses and
        other current assets                     (243)           (1,124)
      (Decrease) in accounts payable and
        accrued expenses                          (43)           (2,276)
                                             ---------         ---------
        Net cash flow provided by
          operations                           17,953            14,910
                                             ---------         ---------
  Cash flow from investing activities
      Payments for capital expenditures       (11,677)          (17,481)
      Sales and maturities of marketable
        securities                              2,730             6,020
      Investment in marketable securities        (597)          (20,023)
      Note receivable - Box Brothers 
        Holding Company                        (7,250)              -
      Principal repayments - Box Brothers
        Holding Company                           351               -
      Repurchase common stock                  (3,120)              -
      Proceeds from sale of property              288                48
                                             ---------         ---------
        Net cash used in investing
          activities                          (19,275)          (31,436)
                                             ---------         ---------
  Net increase (decrease) in cash and cash
    equivalents                                (1,322)          (16,526)
  Cash and cash equivalents at beginning of
    period                                      2,997            21,644
                                             ---------         ---------
  Cash and cash equivalents at end of
    period                                   $  1,675          $  5,118
                                             =========         =========
  
  
             See accompanying Notes to Financial Statements.
  
  <PAGE>
  
  
                            BOX ENERGY CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                                 June 30, 1997
  
  Note 1. Accounting Policies and Basis of Presentation
  
       Box Energy Corporation (the "Company") was formed in 1991. The
  Company was inactive until it acquired all of the assets and liabilities
  of OKC Limited Partnership (the "Predecessor Partnership") on April 15,
  1992, in exchange for the common stock of the Company (the "Corporate
  Conversion"). The stock was then distributed to the general partners,
  limited partners and other unitholders of the Predecessor Partnership.
  The Company accounted for the exchange in a manner similar to a pooling
  of interests and recorded the assets and liabilities at the historical
  cost of the Predecessor Partnership. References to the Company include
  the Predecessor Partnership unless otherwise stated.
  
       The financial statements have been prepared according to the
  instructions to Form 10-Q and, therefore, may not include all
  disclosures required in financial statements prepared in conformity with
  generally accepted accounting principles. Financial information provided
  in this report reflects all transactions and adjustments which
  management believes are necessary for a fair statement of the Company's
  results of operations and financial position for the interim periods
  presented. All adjustments are of a normal recurring nature. The
  condensed balance sheet as of December 31, 1996 was derived from audited
  financial statements but does not include all disclosures required by
  generally accepted accounting principles. These financial statements
  should be read together with the audited financial statements of the
  Company for the year ended December 31, 1996, which are included in the
  Company's Form 10-K for the period then ended. The results of operations
  of the Company for the three and six months ended June 30, 1997 are not
  necessarily indicative of the results for the full year 1997. No
  material changes in the significant accounting policies or details of
  accounts were made during the interim periods presented.
  
  Note 2. Note Receivable - Box Brothers Holding Company
  
       On April 29, 1997, the Company lent Box Brothers Holding Company 
  ("BBHC") $7.25 million. The note receivable was due on May 29, 1997. The
  maturity date was extended to June 3, 1997, and the original note was
  replaced by a new note dated June 3, 1997, in the amount of $6.95
  million, after payment of principal and interest on the original note
  receivable by BBHC. The new note receivable matures May 29, 1998, and
  requires monthly installment payments of principal and interest totaling
  $100,000 commencing June 29, 1997. The interest rate is equal to the
  prime rate of Texas Commerce Bank National Association plus 1%  until
  the sixth month when the rate begins to increase monthly by 0.1% over
  the rate of the previous month. 
  
       BBHC pledged as collateral for the note receivable under an Amended
  and Restated Pledge Agreement (the "Pledge Agreement") 1.8 million
  shares or approximately 57% of the Company's Class A ("Voting") Common
  Stock ("Class A Stock") owned by BBHC, 800,000 shares or approximately
  94% of the outstanding common stock of CKB Petroleum, Inc. ("CKBP") and
  800,000 shares or approximately 94% of the outstanding common stock of
  CKB & Associates, Inc. ("Associates"). BBHC owns such shares of CKBP and
  Associates. 
  
       Significant events of default, as defined by the Pledge Agreement,
  are failure to pay the monthly installment within  10 days of the due
  date and failure to maintain fair market value of collateral in the
  amount of $2.00 for each $1.00 of  unpaid principal debt. The Pledge
  Agreement provides that in the event that BBHC defaults on the note, the
  Company, upon five days' notice to BBHC, has the right to foreclose upon
  and sell the collateral stock and to bid for and buy the stock (except
  at private sale). The Pledge Agreement also provides that upon the
  occurrence and during the continuance of an event of default, the
  Company may direct the vote of such stock.
  
  Note 3.  Notes Payable
  
       In December 1992, the Company issued 8 1/4% Convertible
  Subordinated Notes ("Notes") in the amount of $55.1 million which mature
  on December 1, 2002. The Notes are convertible at the election of the
  holders any time before maturity, unless previously redeemed, into
  shares of Class B (Non-Voting) Common Stock ("Class B Stock"). Interest
  accrued at 8 1/4% per annum is payable semiannually on each June 1 and
  December 1. The Company may redeem the Notes in whole or in part any
  time after December 1, 1995 at 105.775% of the face amount.  This
  percentage decreases .825% each subsequent December 1. The Notes are
  unsecured and subordinate in right of payment to all existing and future
  senior indebtedness.
  
       If a "change in control" as defined in the Indenture for the Notes
  (the "Indenture") occurs, the Company is required to make an offer
  subject to certain restrictions, to purchase all or part of the Notes at
  100% of the principal amount, plus accrued interest.  On April 29,1997,
  the Class A Stock owned by BBHC was pledged, with other collateral, by
  BBHC as collateral under the Pledge Agreement with the Company. See Note
  2. Note Receivable - Box Brothers Holding Company. A default by BBHC
  under the Pledge Agreement could result in a change in control of the
  Company. The sale of such stock to any party other than, or not
  controlled by, at least one of the four Box brothers (i.e., Don D. Box,
  Thomas D. Box, Gary D. Box or Douglas D. Box) or BBHC would constitute a
  change in control. In addition, if a receiver of BBHC is appointed in
  the Thomas D. Box Lawsuit or otherwise, a change in control could be
  deemed to have occurred. See Note 6. Contingencies - Thomas D. Box
  Lawsuit. The Indenture also defines a "change in control" to have
  occurred if at any time the existing Board of Directors does not have at
  least three independent directors (as defined in the Indenture).
  
  Note 4. Treasury Stock
  
       During the second quarter the Company purchased 31,100 shares of
  Class A Stock and 415,800 shares of Class B Stock at a total cost of
  $3.1 million or $6.98 per share. The Company uses the cost method of
  accounting for the treasury stock. The Board of Directors has approved
  the repurchase of up to 1.0 million shares of the Company's common
  stock.
  
  Note 5.  Related Party Transactions
  
       A resolution adopted in 1992 by the Board of Directors authorizes
  the Company to enter into transactions with affiliates if the Board of
  Directors decides that the transactions are fair and reasonable to the
  Company and are on terms no less favorable to the Company than can be
  obtained from an  unaffiliated party in an arms' length transaction.
  BBHC owns approximately 57% of the Class A Stock of the Company, and 94%
  of the outstanding stock of CKBP and Associates.
  
       CKBP owns a minority interest in the pipeline transporting oil from
  the Company's South Pass blocks to Venice, Louisiana. CKBP charges the
  Company an oil transportation tariff of $2.75 per barrel for
  transportation services. The tariff was published and filed with the
  Federal Energy Regulatory Commission, which regulates such rates. The
  rate has remained uniform since 1982 among all owners of the pipeline
  from the South Pass Block 89 Field. For the three months ended June 30,
  1997 and 1996, the Company incurred oil pipeline transportation charges
  payable to CKBP in the amount of $825,000 and $678,000, respectively.
  For the six months ended June 30, 1997 and 1996, the Company incurred
  oil pipeline transportation charges payable to CKBP in the amount of
  $1.6 million and $1.4 million, respectively. The purchase and ownership
  of this pipeline by CKBP has been the subject of litigation in the
  Griffin, et al. v. Box, et al litigation (the "Griffin Case"). See Note
  6. Contingencies - Griffin Case.
  
       The trial court in the Griffin, et al. v. Box, et al litigation
  entered its amended final judgment in October 1994 with respect to
  certain related party transactions on derivative claims against Cloyce
  K. Box and Associates (the "General Partners" of the Predecessor
  Partnership) and in favor of the Company. After his death in October
  1993, the Estate of Cloyce K. Box (the "Estate") was substituted in the
  place of Cloyce K. Box in the litigation. The Amended and Restated
  Certificate and Articles of Limited Partnership of the Predecessor
  Partnership (the "Partnership Agreement") provided that the General
  Partners were to be indemnified for litigation expenses in certain
  situations in which they were sued in their capacity as general partners
  of the Predecessor Partnership. Accordingly, the Predecessor
  Partnership, and later the Company, paid the legal expenses and other
  defense costs of the General Partners during a large portion of the
  Griffin Case litigation. These payments were required under the
  Partnership Agreement because the General Partners executed written
  undertakings to repay the Company for litigation expenses advanced for
  them if it was later decided that such advancements were not subject to
  indemnification by the Company. The Company did not pay the legal
  expenses and other defense costs of the General Partners after February
  1994 until the decision of the Fifth Circuit was handed down in May
  1996. See Note 6. Contingencies - Griffin Case. At that time the General
  Partners sought and received reimbursement  of  legal fees for the
  period March 1994 to April 1996 totaling $1.4 million. This amount was
  accrued in the second quarter of 1996. During the three and six-month
  periods ended June 30, 1997, the Company reimbursed or accrued for
  reimbursement $57,000 and $73,000, respectively, for legal expenses
  related to this matter. 
  
       On April 29, 1997, the Company lent BBHC an aggregate of $7.25
  million. On June 3, 1997, the Company converted the loan into a one-year
  term loan with the same interest rate and collateral. See Note 2. Note
  Receivable - Box Brothers Holding Company.
  
  Note 6.  Contingencies
  
  Griffin Case
  
       The case of Griffin, et al. v. Box, et al. was filed in November
  1987 in the United States District Court for the Northern District of
  Texas in Dallas. The plaintiffs are a small group of former unitholders
  of the Predecessor Partnership, including J.R. Simplot, a former
  unitholder whose units of the Predecessor Partnership have since been
  converted to approximately 15% of the Company's Class B Stock. The
  defendants are the General Partners, certain of their affiliates and the
  Predecessor Partnership. The Estate was substituted in the place of
  Cloyce K. Box in the litigation after his death in October 1993. Because
  of the Corporate Conversion, the Company will receive all benefits, and
  will suffer all detriments, if any, of the Predecessor Partnership in
  the litigation.
  
       In the action, plaintiffs brought derivative claims on behalf of
  the Predecessor Partnership alleging that the General Partners breached
  the Partnership Agreement, breached fiduciary duties and violated an
  implied covenant of good faith and fair dealing in relation to three
  transactions, including the 1985 purchase of an interest in an oil
  pipeline by CKB Petroleum. See Note 5. Related Party Transactions. 
  
       In October 1992, the jury returned a verdict on the derivative
  claims finding that the General Partners did not breach the Partnership
  Agreement but breached fiduciary duties and an implied covenant of good
  faith and fair dealing arising from the Partnership Agreement. The jury
  awarded actual damages of approximately $20.0 million and future damages
  of approximately $6.2 million in favor of the Predecessor Partnership
  and against the General Partners relating to the pipeline transaction.
  Punitive damages of approximately $2.2 million were awarded against
  Cloyce K. Box.
  
       In March 1994, the district court entered its initial judgment in
  favor of the Company and against the Estate and Associates in the amount
  of $20.1 million for past damages and against the Estate in the amount
  of $2.2 million for punitive damages. In addition, the judgment imposed
  a constructive trust for the benefit of the Company upon the pipeline
  interest owned by CKBP, in lieu of the $6.2 million in future damages
  included in the verdict.
  
       In its amended final judgment issued in October 1994, the district
  court added pre-judgment and post-judgment interest. In a separate
  order, the district court granted the plaintiffs' motion for attorneys'
  fees and costs without specifying the amount awarded. The plaintiffs
  sought $3.5 million in attorneys' fees and costs.
  
       The plaintiffs, the Estate, Associates and Petroleum all filed
  notices of appeal in the Griffin case to the Fifth Circuit. In its
  opinion in the Griffin case issued May 2, 1996, the Fifth Circuit (i)
  reversed the judgment and related damages against the Estate and
  Associates, and remanded the case for a new trial because of the jury's
  inconsistent answers to the liability issues; (ii) ruled that the trial
  court's imposition of the constructive trust was improper; (iii)
  affirmed the trial court's dismissal of the plaintiffs' individual
  claims for monetary damages; (iv) ruled that one plaintiff, James Lyle,
  was an original limited partner and remanded the case for a new trial to
  decide the number of voting shares to which he is entitled; (v) remanded
  the case for further fact findings to decide whether two other
  plaintiffs, Hayden McIlroy and B. R. Griffin, were original limited
  partners and the amount, if any, of voting stock to which they are
  entitled; (vi) affirmed the trial court's judgment that plaintiffs J. R.
  Simplot and David Hawk were not entitled to voting stock; and (vii)
  found that the trial court had erred in granting plaintiffs' attorneys'
  fees.  On October 7, 1996, the plaintiffs' application to the United
  States Supreme Court for appellate review of the Fifth Circuit's
  decision was denied. On June 30, 1997, the district court issued a
  "Final Judgment" dismissing without prejudice the remanded case for lack
  of jurisdiction. On July 22, 1997, James A. Lyle filed a Notice of
  Appeal to the Fifth Circuit challenging the District Court's dismissal.
  
  Phillips Petroleum Case
  
       In August 1990, Phillips Petroleum Company ("Phillips") brought an
  action against the Predecessor Partnership now pending in state court in
  Orleans Parish, Louisiana, claiming that Phillips is entitled, pursuant
  to its 33% Net Profits interest in South Pass Block 89, to receive an
  overriding royalty interest for months in which monthly net profits were
  not achieved. In addition, Phillips claims that the net profits account
  is being charged an excessive oil transportation fee. In September 1991,
  this lawsuit was amended by Phillips to include a claim that the entire
  $69.6 million lump sum cash payment received by the Predecessor
  Partnership in its 1990 settlement of litigation with Texas Eastern
  Transmission Corporation ("Texas Eastern Settlement") should have been
  credited to the net profits account. Under this latter claim, Phillips
  alleges damages in excess of $21.5 million. The Company previously
  credited the net profits account with $5.8 million of the $69.6 million
  received in the Texas Eastern Settlement, which is all of the Texas
  Eastern Settlement proceeds that the Company believes should be credited
  to the net profits account. On the first two claims, Phillips alleges
  aggregate damages of several million dollars. Phillips further seeks
  double damages, interest, attorneys' fees and cancellation of the
  farmout agreement. The Company is vigorously defending the litigation on
  the basis that such amounts are not payable under the Net Profits
  interest and that Phillips is not entitled to any of the damages sought.
  In March 1993, Phillips filed a motion for summary judgment on its claim
  relating to the Texas Eastern Settlement. That motion was denied by the
  court in July 1993. The trial commenced with the presentation of
  evidence which concluded on April 16, 1997. The parties have filed post
  trial briefs, and oral arguments have been set for August 28, 1997. 
  After oral arguments are presented the court will make its decision. 
  
  Devere and Nealon Cases
  
       Two class actions, one styled Melissa Devere v. John F. Arning, Don
  D. Box, Thomas D. Box, Kent R. Hance, Sr., John L. Kelsey, Alan C.
  Shapiro, Norman W. Smith, Ewell Doak W alker and Box Energy Corporation,
  and the other styled Caren M. Nealon and B. Peter Knudson v. John F.
  Arning, Don D. Box, Thomas D. Box, Kent R. Hance, Sr., John L. Kelsey,
  Alan C. Shapiro, Norman W. Smith, Ewell Doak Walker, Richard S.
  Whitesell, Jr. and Box Energy Corporation, were filed in the Chancery
  Court of Delaware in Wilmington in April and May 1995, respectively. In
  both cases the plaintiffs are shareholders of the Company's Class B
  Stock. The defendants are the Company, two current directors and several
  former members of the Board of Directors. Richard S. Whitesell, Jr., a
  former director, has been dismissed from the case. The actions allege
  that the Company failed to make a proper response to offers or overtures
  previously made to purchase the Company's stock by J.R. Simplot and
  Phoenix Canada Oil Co. Ltd. and  failed to solicit other offers for the
  sale of the Company. The Company believes these class actions are
  without legal merit and will defend the suits vigorously. The cases have
  been consolidated. All of the defendants have filed or joined a motion
  seeking to dismiss the consolidated case. Further, the defendants have
  filed a motion to stay discovery while the motion to dismiss is pending.
  The court has yet to set a briefing schedule for either motion. The
  Company cannot predict when these motions will be resolved or the
  outcome of these cases.
  
  Thomas D. Box Lawsuit
  
       On August 16, 1996, Thomas D. Box filed a lawsuit for direct and
  derivative relief in the District Court for Dallas County, Texas (Tom
  Box v. Gary Box, Don Box, Doug Box, Box Brothers Holding Company, Inc.
  and CKB Petroleum, Inc., No 96-08451) alleging that the defendants have
  breached fiduciary duties to BBHC and its subsidiary Petroleum, and
  wasted or converted their assets, and asking the court for an
  accounting, unspecified damages, costs and attorneys' fees and for the
  appointment of a receiver for BBHC and CKBP. On or about September 20,
  1996, a first amended petition was filed in this lawsuit adding the
  Company as a defendant. On or about February 18, 1997, plaintiff filed a
  second amended petition adding as defendants, Alan C. Shapiro, Thomas W.
  Rollins, Richard D. Squires, and Bernay C. Box.  The Board of Directors
  appointed a special litigation committee consisting of independent
  directors to investigate plaintiff's derivative claims.  The special
  litigation committee engaged counsel to assist the committee with its
  investigation. The special litigation committee concluded that the
  claims are without merit, and that it is in the Company's best interest
  not to pursue the derivative action. The Company filed a motion for
  summary judgment seeking dismissal of the derivative action, and is
  awaiting the court's decision.
  
  Other Contingencies
  
       The Company is not a party to any material pending legal
  proceedings other than that described or referred to above.
  
       In May 1993, the U. S. Department of the Interior's Minerals
  Management Service ("MMS") stated a new position that royalties are
  payable on gas contract settlement proceeds to resolve take-or-pay,
  buy-out, buy-down or pricing disputes involving a federal government oil
  and gas lease. The Company has complied with all filing requirements and
  disclosed the Texas Eastern Settlement to the MMS.  Relying on the
  holding by the U.S. Fifth Circuit Court of Appeals in a case styled
  Diamond Shamrock Exploration Co. v. Hodel and a prior rule of the MMS,
  the Company paid a one-sixth royalty to the MMS on $5.8 million of the
  $69.6 million received in the Texas Eastern Settlement, which is all of
  the royalty that the Company believes is due on the Texas Eastern
  Settlement proceeds. It is uncertain whether the MMS will accept the
  Company's calculation of royalty on the Texas Eastern Settlement. The
  ultimate outcome of these events or potential claims made by the MMS
  against the Company, if any, cannot be determined at this time.
  
  Note 7. Subsequent Events
  
       On July 15, 1997, Amendment No. 6 to the schedule 13D (the
  "Amendment No. 6") was filed on behalf of BBHC, the Don D. Box 1996
  Trust ("DDBT"), the Gary D. Box 1996 Trust ("GDBT"), the Douglas D. Box
  1996 Trust ("DBT"), Gary D. Box, Douglas D. Box and Box Control LLC
  ("BCLC"). As disclosed in Amendment No. 6, on July 2, 1997, certain
  members of BCLC (the DDBT and the GDBT) amended the Regulations of BCLC
  to, among other things, (a) allow for non-members of BCLC to serve as
  managers of BCLC and (b) allow for a majority of all members of BCLC to
  remove and appoint managers of BCLC in accordance with the terms of the
  Regulations of BCLC, as amended. In connection with such amendments and
  in accordance with the Regulations of BCLC, certain members of BCLC (the
  DDBT and the GDBT) acting by and through two of its co-trustees (Gary D.
  Box and Douglas D. Box) removed Don D. Box as the sole manager of BCLC
  and appointed Gary D. Box and Douglas D. Box to serve as co-managers of
  BCLC.
  
       In March 1997, Don D. Box filed a lawsuit in the Delaware Chancery
  Court styled Don D. Box and Box Control, LLC, Plaintiffs v. Otto J.
  Buis, D. James Fajack, Gary D. Box, Douglas D. Box and Box Brothers
  Holding Company, Defendant; relating to management of BCLC and certain
  corporate transactions related thereto. In light of the dispute among
  various parties and regarding the proper membership of BBHC's Board of
  Directors and the Manager(s) of BCLC, on July 22, 1997, the parties
  consented to a Status Quo Order with respect to the case which requires,
  among other things, that until a further court order, the business and
  affairs of BBHC and subsidiaries and BCLC shall be managed by Douglas D.
  Box, Gary D. Box and Don D. Box, with any actions being taken as are
  unanimously approved in writing, in advance by Douglas D. Box, Gary D.
  Box and Don D. Box.
  
  <PAGE>
  
  Item 2.  Management's Discussion and Analysis of Financial Condition and 
           Results of Operations 
  
       The following discussion is intended to assist in the understanding
  of the Company's financial position and results of operations and is
  intended to be read with the financial statements, the related notes to
  financial statements and the Company's Form 10-K for the year ended
  December 31, 1996. This discussion contains historical information and
  certain forward-looking statements that involve risks and uncertainties
  about the business, long-term strategy, financial condition and future
  of the Company. Statements concerning results of future exploration,
  exploitation, development and acquisition expenditures, and expense and
  reserve levels are forward-looking statements. These statements are
  based on assumptions concerning commodity prices, drilling results and
  production, administrative and interest costs that management believes
  are reasonable based on currently available information of known facts
  and trends; however, management's assumptions and the Company's future
  performance are both subject to a wide range of business risks and there
  is no assurance that these goals and projections can or will be met.
  
  Liquidity and Capital Resources
  
       Box Energy Corporation is an independent oil and gas exploration
  and production company with activity and properties located in three
  core areas: offshore Gulf of Mexico, Mississippi/Alabama and South
  Texas. The Company's long-term strategy is to focus on stopping the
  decline in oil and natural gas reserves in 1997 and then increasing
  reserves by sustaining an acceptable annual reserve growth rate at
  finding and development costs in line with our peers. The Company's
  capital expenditures will entail a balanced exploration, development,
  and acquisition program.
  
       On June 30, 1997, the Company's current assets exceeded its current
  liabilities by $41.0 million. Cash, cash equivalents and marketable
  securities totaled $32.3 million on that date. The ratio of the
  Company's current assets to current liabilities on June 30, 1997, was
  approximately 6.8 to 1 compared to 8.7 to 1 on June 30, 1996. Cash flow
  provided by operations for the first six months of 1997 increased by 
  $3.0 million to $18.0 million, constituting a 20% increase when compared
  to $14.9 million for the first six months of 1996. 
  
       Proved oil and natural gas reserves from South Pass Block 89
  Platform B at December 31, 1996, were approximately 20% of the Company's
  total proved oil and natural gas reserves. Natural gas production from
  this block is sold according to a long-term gas sales contract that
  expires in July 2002. The current contract price received is
  substantially more than the market price and increases 10% each year.
  Because of the long-term contract and the quantity of proved natural gas
  reserves from Platform B, the expected future oil and natural gas
  revenue less operating costs, Net Profits expense and projected capital
  costs which is then discounted annually at 10% ("Discounted Future Net
  Revenue"), from this platform is approximately 35% of the total
  Discounted Future Net Revenue of the Company depending upon future
  projected oil prices and projected non-contract natural gas prices. Over
  90% of the Discounted Future Net Revenue from Platform B is located in
  the U-1/1 reservoir, of which approximately half is associated with 
  proved developed producing reserves in the Well B-20S and the remainder
  is classified as proved undeveloped and will require a new wellbore to
  produce.
  
       The long-term gas sales contract provides that the purchaser must
  take or pay for 80% of the Company's natural gas produced from  wells
  classified as gas wells as determined by periodic five-day production
  tests and 100% of the natural gas produced from wells classified as oil
  wells. The Company's net working interest deliverability ("Seller's
  Delivery Capacity") after a five-day deliverability test in September
  1995 was 16.2 Mmcfgd from Wells B-20S, B-11S and B-13SA. The latest
  Seller's Delivery Capacity after a five-day production test in July
  1997, was 5.2 MMcfgd net to the Company from Wells B-20S, B-13SA and B-07S. 
  For this test Well B-20S was the only well remaining in the U-1/1 reservoir
  and accounted for a net 5.1 MMcfgd. During the first part of the year a
  short-term gas imbalance developed with the purchaser as a result of gas
  sales in excess of 80% of the Seller's Delivery Capacity.  The imbalance
  is expected to reverse during the second half of the year because the
  purchaser will reduce the amount of gas to be purchased to approximately
  40% of the Seller's Delivery Capacity.  The Company expects that this will
  decrease net cash flow from operations by approximately $1.7 million during
  the last five months of 1997.

     During the first half of 1997, the Company observed an increase in
  oil production from Well B-20S that may, among other things, indicate
  that the oil column is moving into the perforations of this well. The
  Company would like to complete another well higher in the U-1/1
  reservoir to maximize the natural gas production from this reservoir and
  has proposed such a well to the working interest partners. The Company's
  working interest partners have declined to drill such a well at this
  time and the Company has withdrawn its proposal. The estimated gross
  cost of drilling a well into this reservoir is between $15.0 million and
  $20.0 million. 
  
       The Company understands that the operator, a working interest
  partner, and the gas purchaser are engaged in a dispute concerning their
  long-term gas sales contracts (which are similar to the Company's
  contract) covering production from South Pass Block 89 . The dispute
  appears to be about substituting natural gas production in accordance
  with the terms of the long-term gas sales contract from South Pass Block
  89 with natural gas production from South Pass Block 87. The effect on
  the Company's long-term gas sales contract cannot be determined at this
  time.
  
       For the six months ended June 30, 1997, the total oil, natural gas
  and oil trading revenues less operating and Net Profits expense (the
  "Gross Cash Margin from Properties") for Platform B was $9.3 million or
  39% of the total Gross Cash Margin from Properties of $24.1 million for
  the Company. Well B-20S, the only well currently producing from the
  U-1/1 reservoir, contributed approximately 18% of the oil and oil
  trading revenues of Platform B and approximately 89% of the natural gas
  revenues from Platform B during the six months ended June 30, 1997. For
  the years ended December 31, 1996 and 1995, the Gross Cash Margin from
  Properties from Platform B was 46% and 69%, respectively, of the total
  Gross Cash Margin from Properties. Thus Platform B is contributing a
  smaller proportion of the Company's Gross Cash Margin from Properties.
  The Company expects that some of the recent successful discoveries and
  planned acquisitions discussed below will further decrease the
  percentage of Gross Cash Margin from Properties that is contributed by
  Platform B. 
  
       During the second quarter the Company began producing the first
  well from the Moselle Dome property, the Gladdis Knight #1 in the
  Hosston sand at 14,200 feet. Production for the second quarter of 1997
  was 28,037 net barrels of oil or 308 barrels of oil per day ("BOPD") net
  to the Company's interest from this one well. A second well has been
  drilled and logged to 8,400 feet. This well encountered 376 feet of net
  pay in the Tuscaloosa and Eutaw sands. The gravity of the oil from the
  Tuscaloosa sand is such that artificial lift, which is currently being
  installed, will be required to produce the oil. The property is
  characterized by multiple sands at various depths with various gravity
  of oil depending on the specific zone. A 3-D seismic program will be
  completed later this year which is anticipated to help define further
  locations for 1998 drilling.
  
       During July, 1997, a second Eugene Island Block 135 well completed
  drilling operations and pipe was set to total depth over several
  anticipated pay zones. A platform was installed in August and production
  is expected to begin late in the third quarter. The Company anticipates
  a third well to begin  drilling from the platform before the end of the
  year.
  
       Significant fluctuations in oil and natural gas prices can have a
  material effect on the Company's revenue, net income and cash flow from
  operations, although the Company's long-term gas sales contract with
  fixed prices escalating each year until July 2002 is thought to provide
  stability for pricing related to natural gas production from South Pass
  Block 89. Unforeseen mechanical, reservoir or other failure of wells,
  especially those located in the U-1/1 reservoir on South Pass Block 89
  Platform B, could potentially have an immediate and significant impact
  on the Company's revenue, net income and net cash flow from operations.
  
       The Company's capital expenditures for the first six months of 1997
  decreased by 33% to $11.7 million from $17.5 million for the same
  six-month period in the prior year. During the first two quarters of
  1997 the Company invested $3.0 million in three wells on South Pass
  Block 89 Platform B, $2.5 million on the Moselle Dome prospect to drill
  and complete two producing wells and $1.7 million for the drilling of
  the second well on Eugene Island Block 135 and the fabrication and
  construction of a platform for that block. This platform is designed to
  have gross production capacity of 75 MMcfgd. The Company has a 15%
  working interest in this field. Other significant capital expenditures
  during the six months ended June 30, 1997 included $1.7 million for
  leasehold acquisition costs, $824,000 for the drilling and sub-sea
  completion of the third Main Pass Block 262 well and the remainder on
  various other projects.
  
       During the 1997 Outer Continental Shelf Central Gulf of Mexico
  Lease Sale, in an effort to possibly extend the discovery, the Company
  along with two other bidding partners submitted the high bids on Eugene
  Island Blocks 153 and 154 which are contiguous blocks to the south of
  Eugene Island Block 135. In addition to the two blocks in Eugene Island,
  the Company submitted the high bids on four additional blocks during the
  same sale in March 1997. Two of these blocks, South Timbalier Block 213
  and West Cameron Block 649 have been awarded. The bids on the remaining
  two blocks were rejected. 
  
       In the Gulf of Mexico the Company's capital investment and
  exploration plans for the remainder of 1997 include drilling a third
  well on Eugene Island Block 135 and completing the construction of the
  platform for that block at an estimated cost of $1.4 million. In
  addition the Company expects to drill wells on South Timbalier Block
  247, Galveston Block 282 and West Cameron Block 170 at a net cost of
  $5.4 million.
  
       The Company plans to begin drilling a second deep well on the
  Moselle Dome prospect, the Butler 5-5 #1, in September of this year at
  an estimated cost of $1.5 million and possibly a second shallow well
  before the end of the year. The second shallow well is estimated at
  $500,000 net to the Company. Also in the Mississippi and Alabama area
  the Company has plans to drill exploratory wells on the Beechwood Dome
  Prospect, County Line Dome Prospect and N.E. Collins Prospect at
  estimated costs of $790,000, 781,000 and $790,000, respectively.
  Development wells planned for the Mississippi/Alabama area include an
  additional Indian Wells Field well and a N.E. Melvin Field well at a
  combined estimated cost of $600,000.
  
       In July 1997, the Company purchased various interests from Smith
  Production Inc. These properties are located in the South Texas area.
  Reserves associated with this purchase are approximately 2.3 million
  barrels of oil equivalents net to the Company. These long life reserves
  significantly increase the Company's reserves to production ratio. The
  remaining capital investment and exploration plans for South Texas for
  the third and fourth quarter of 1997 include three exploratory wells on
  various prospects. Total investment in South Texas for the second half
  of 1997 is estimated at over $13.0 million.
  
       Additional capital expenditures may arise as significant
  opportunities are presented to or identified by the Company during the
  remainder of the year. Capital may be reallocated based on economic
  conditions, partner constraints or property acquisitions that may be
  presented to the Company. The Company believes that its capital
  investment and exploration budget will be primarily funded from cash
  flow from operations throughout the year with  additional capital
  requirements being met by existing cash and cash equivalents, sales of
  marketable securities, or utilization of the Company's revolving credit
  facility with a bank. The Company's $25.0 million line of credit
  facility was renewed in June 1997. The line of credit with a current
  borrowing base of $10.0 million is collateralized by the Company's South
  Pass oil and gas properties. On August 6, 1997 the Company had $3.75
  million available on the line of credit. The Company is currently
  negotiating an increase in the borrowing base.
  
       In December 1992, the Company issued $55.1 million of 8 1/4%
  Convertible Subordinated Notes which are currently outstanding and due
  December 1, 2002 ("Notes"). In the event of a "change in control" as
  defined in the Indenture for the Notes (the "Indenture"), the Company is
  required to make an offer to repurchase the Notes at 100% of the
  principal amount thereof, plus accrued interest. Box Brothers Holding
  Company ("BBHC") owns 57% of the Class A ("Voting") Common Stock ("Class
  A Stock") of the Company.  A sale or other disposition of those shares
  to any entity, person or group of persons not  controlled by, or outside
  of, Don D. Box, Gary D. Box, Douglas D. Box and Thomas D. Box, would
  constitute a "change in control" under the Notes. In addition, if a
  receiver of BBHC is appointed in the Thomas D. Box lawsuit or otherwise,
  a "change in control" could be deemed to have occurred. The Indenture
  also defines a "change in control" to have occurred if at any time the
  existing Board of Directors does not have at least three independent
  directors as defined in the Indenture.
  
       On April 29, 1997, the Company lent BBHC an aggregate of $7.25
  million. On June 3, 1997, the Company converted the loan into a one-year
  term loan with the same interest rate and collateral. See Notes to the
  Financial Statements - Note 2. Note Receivable - Box Brothers Holding
  Company. The loan and its terms were approved by all of the Company's
  directors who are not affiliated or associated with BBHC. Proceeds of
  the loan were used by BBHC to retire existing indebtedness secured by
  the pledge of Class A Stock owned by BBHC. Under one of the pledge
  agreements securing the retired indebtedness, the institution of
  proceedings for the appointment of a receiver for BBHC gave the holder
  of the indebtedness the right to accelerate the indebtedness and
  foreclose on the collateral, which could have resulted in a "change of
  control" under the Indenture for the Company's 8 1/4% Convertible
  Subordinated Notes. See Note 3. Notes Payable. Such change of control
  would have required the Company to tender for the outstanding Notes at
  100% of the principal amount, plus accrued interest. Since an action was
  pending to appoint a receiver for BBHC, the Board considered it
  advisable and appropriate to facilitate a refinancing of BBHC's
  indebtedness. See Notes to the Financial Statements - Note 6.
  Contingencies - Thomas D. Box Lawsuit. If a receiver is appointed in the
  action, a "change of control" could be deemed to have occurred. Because
  the market value of the collateral is more than 200% of the loan amount,
  the Company believes that it will collect the loan in full, with all
  accrued interest.
  
       If a "change in control" were to occur the Company may not have the
  current liquidity to repurchase the Notes if all were tendered, and
  certain debt covenants in the $25.0 million credit facility regarding
  current ratios may not be met. Therefore, the credit line may not be
  available without a debt covenant waiver or renegotiation of the credit
  facility. In addition, the capital resources needed to implement the
  long-term strategy would be reduced to reliance on cash flow from
  operations in the short term. 
  
       During the second quarter the Company purchased 31,100 shares of
  Class A Stock and 415,800 shares of Class B ("Non-Voting") Common Stock
  ("Class B Stock") at a total cost of $3.1 million or $6.98 per share.
  The Board of Directors has approved the repurchase of up to 1.0 million
  shares of the Company's common stock.
  
       The Company's balance sheets reflect a net deferred income tax
  asset of $14.0 million on June 30, 1997, and $14.7 million on December
  31, 1996. This asset arises primarily as a result of federal income tax
  loss carryforwards and temporary differences between the book basis and
  tax basis of the Company's oil and natural gas properties. The net
  operating loss carryforwards were generated in 1992, 1993 and 1996 and
  will expire in 2007, 2008 and 2011, respectively. Based on the Company's
  current projections, the deferred tax asset is expected to reverse
  during the next several years as significant taxable income is generated
  and the reserves near Platform "B" are depleted. Such projection assumes
  that the Company's natural gas production from Platform "B" will be sold
  under its long-term sales contract at prices significantly higher than
  current spot market prices. If actual taxable income from future
  operations is substantially less than the current projections, the
  deferred tax asset would be impaired, causing an increase in the
  valuation allowance and a significant charge to earnings. 
  
       The Company and Phillips Petroleum Company are engaged in
  litigation concerning the Net Profits Interest in South Pass Block 89.
  The trial commenced with the presentation of evidence which concluded on
  April 16, 1997. Both parties have filed post trial briefs and oral
  arguments are set for August 28, 1997. After oral arguments the court
  will make its decision. If an adverse judgment or settlement occurs, the
  Company believes that there could be a significant impact on its cash
  flow from operations, the current liquidity of its balance sheet, the
  income statement and the net deferred income tax asset.
  
       The Company's liquidity and capital resources could be adversely
  affected if the Company were to make a significant acquisition of
  properties, by certain possible outcomes of litigation, a material
  decline in oil or natural gas prices received by the Company or a
  material decline in oil or natural gas production or reserves.
  
  Results of Operations
  
       Net income for the first six months of 1997 was $1.3 million, or
  $0.06 per share, constituting an increase of $2.4 million or $0.11 per
  share when compared to the net loss of $1.1 million, or $0.05 per share,
  during the first six months of 1996. A net loss for the three months
  ended June 30, 1997, of $462,000 or $0.02 per share reflects a $3.0
  million improvement from the net loss for the three months ended June
  30, 1996. The increase in the net income or decrease in the net loss was
  primarily a result of a decrease in exploration expense or more
  specifically dry hole expense for the second quarter of 1996 partially
  offset by lower revenues during the three and six months ended June 30,
  1997, compared to the prior year.
  
       Net sales volumes and average sales prices of the Company's oil and
  natural gas production (including the proceeds from the sale of liquids
  extracted from the natural gas) for the three and six months ended June
  30, 1997 and 1996, were as follows:
  
<TABLE>
<CAPTION>
                          Three Months Ended                Six Months Ended
                                June 30,        Increase        June 30,        Increase
                          1997          1996   (Decrease)   1997        1996   (Decrease)
                          ------      ------   ----------   ------    ------   ----------
<S>                       <C>         <C>        <C>        <C>       <C>         <C>
Net sales volumes:
  Oil (Mbbls):               302         224         78        556       466          90
  Natural gas (Mmcf):      2,145       2,424       (279)     3,937     4,235        (298)
Average sales prices:
  Oil (per Bbl)           $17.45      $ 9.96     $(2.51)    $18.94    $19.11      $(0.17)
  Natural gas (per Mcf)   $ 4.96      $ 5.02     $(0.06)    $ 5.44    $ 6.06      $(0.62)

</TABLE>

       Natural gas sales decreased $4.3 million or 17%  for the first six
  months of 1997 compared to the first six months of 1996, primarily as a
  result of a 659,546 Mcf decrease in natural gas production from South
  Pass Block 89 Platform B. This decrease has been partially offset by an
  increase in production from other properties and an increase in the
  contract gas price for natural gas sales from South Pass Block 89. In
  March 1996, Well B-11S located on South Pass Block 89 Platform "B" began
  to produce high levels of sand. As a result the well was shut-in and
  production curtailed. In addition, Well B-20 located on the same
  platform has experienced an expected decline in natural gas production.
  The decrease in production from Platform B has caused natural gas
  revenues to be $6.7 million lower for the six months ended June 30,
  1997, compared to the same period in the prior year.
  
       However, natural gas production from other areas, primarily
  Platform C producing from South Pass Blocks 86 and 89 and Platform "D"
  producing from South Pass Block 87 and West Delta Block 128, increased
  by a net of 362,617 Mcf for the six months ended June 30, 1997, compared
  to the same period in the prior year which partially offset the decrease
  in gas sales from Platform "B" by $1.5 million. Also offsetting the
  decrease was an increase in the contract price for natural gas sales
  from South Pass Block 89 subject to the long-term gas sales contract
  which increases 10% per year and which resulted in additional natural
  gas sales totaling $1.4 million. The average sales price for spot gas
  sales decreased slightly from $2.68 per Mcf for the six months ended
  June 30, 1996 to $2.60 per Mcf for the same period of 1997. The decrease
  in spot prices lowered natural gas revenues by $183,000.
  
       During the three months ended June 30, 1997, natural gas sales
  decreased $1.5 million or 13% compared to the three months ended June
  30, 1996, again primarily as a result of lower natural gas sales volumes
  from Platform B in South Pass Block 89. This decrease has been partially
  offset by an increase in the contract gas price for natural gas sales
  from South Pass Block 89. Natural gas sales from Platform B decreased
  208,728 Mcf which caused natural gas revenues to decrease $2.1 million.
  The net increase in the contract gas price for natural gas sales from
  South Pass Block 89 offset the decrease by $696,000.
  
       Oil sales for the six month period ended June 30, 1997, compared to
  the six months ended June 30, 1996, increased $1.6 million or 18%
  primarily as a result of a 90,666 barrel increase in oil sales volumes.
  Oil production from new wells was 47,506 barrels and increased oil sales
  revenue by $835,000. The first Moselle Dome well began producing in late
  March of this year and produced 28,037 barrels of oil during the second
  quarter of 1997. In addition, the second producing well on the Indian
  Wells property produced 15,397 barrels of oil during the first six
  months of 1997. The remaining 43,160 barrel and $836,000 increase was
  primarily from Platform C and Platform D in South Pass Blocks 86, 87,
  and 89 partially offset by a decrease in production on South Pass Block
  89 Platform B. Average oil prices decreased slightly from $19.12 to
  $18.93 or 1%. The decrease in average prices caused oil revenues to be
  $42,000 lower.
  
       Oil sales for the three months ended June 30, 1997 increased
  $798,000 or 18% primarily as a result of a 78,255 increase in oil sales
  volumes which was partially offset by a $2.53 decrease in the average
  oil price. Oil production from new wells was 39,564 barrels and
  increased oil sales revenue by $677,000. The new production was from the 
  Moselle Dome property which produced 28,037 barrels of oil during the
  second quarter of 1997 and the Indian Wells property which produced an
  additional 8,590 barrels of oil during the second quarter of 1997. The
  remaining 38,691 barrels and $782,000 increase was primarily from
  Platform C and Platform D in South Pass Blocks 86, 87, and 89 partially
  offset by a decrease in production on South Pass Block 89 Platform B.
  Average oil prices decreased from $19.98 to $17.45 or 13%. The decrease
  in average prices caused oil revenues to be $661,000 lower.
  
  
       Net Profits expense decreased $2.4 million or 33% for the six
  months ended June 30, 1997, compared to the six months ended June 30,
  1996, and decreased $602,000 or 21% for the three months ended June 30,
  1997, compared to the three months ended June 30, 1996. The decrease in
  Net Profits expense primarily resulted from lower oil and natural gas
  revenues of $5.2 million and $1.2 million  for the six and three months
  ended June 30, 1997, respectively, from South Pass Block 89. Such
  decrease caused the Net Profits expense to be $1.7 million lower for the
  six months ended June 30, 1997, compared to the same period in 1996 and
  $388,000 for the three months ended June 30, 1997, compared to the same
  period in the prior year. In addition, capital and operating expenses
  for South Pass Block 89 increased almost $2.0 million in the first six
  months of 1997 and $672,000 for the second quarter when compared to the
  prior year periods as a result of drilling costs incurred for Platform
  "B" Well B-11S and Well B-9S. The increase in capital and operating
  expenses decreased the Net Profits expense by $647,000 for the six
  months and $222,000 for the three months ended June 30, 1997.
  
       Exploration expense decreased $8.2 million or 68% during the six
  months ended June 30, 1997, compared to the six months ended June 30,
  1996, and decreased $7.2 million or 74% during the three months ended
  June 30, 1997 compared to the three months ended June 30, 1996. The
  decrease for both periods was primarily a result of lower dry hole costs
  during the second quarter of 1997. During the second quarter of 1996 the
  Company drilled a dry hole on Ship Shoal Block 352 at a total cost of
  $7.8 million.
  
       Depreciation, depletion and amortization expense for both the six
  and three month periods ended June 30, 1997, increased for the following
  three reasons: First, the cost base subject to depreciation, depletion
  and amortization was higher in the first two quarters of 1997 compared
  to 1996 primarily due to the reallocation of platform capital costs to
  the depreciable basis on Platforms C and D in South Pass Blocks 86 and
  87. Second, several new properties became producing properties after the
  second quarter of 1996 and therefore were subject to depreciation,
  depletion and amortization. Finally, the Company increased production
  from Platforms C and D in the South Pass area.
  
       General and administrative expenses decreased $122,000 during the
  six months ended June 30, 1997, compared to the six months ended June
  30, 1996. The decrease was primarily a result of lower salaries and
  benefits expenses which resulted from the reduction in the average
  number of employees. The decrease was partially offset by higher year to
  date legal fees and expenses which related primarily to the Phillips
  Petroleum Litigation.  In addition general and administrative expense
  decreased $703,000 or 20% during the second quarter of 1997 compared to
  the second quarter of 1996. The decrease related to lower salaries and
  legal fees and expenses. During the second quarter of 1996 the Company
  was requested to reimburse legal fees and costs payable to the Cloyce K.
  Box Estate for litigation costs incurred with respect to the Griffin
  case. Payment was required because of the General Partners' execution of
  a written undertaking to repay the Company for any such litigation
  expenses advanced for them if it is later decided that such advancements
  were not subject to indemnification by the Company.
  
       Reorganization costs were incurred during the first six months of
  1997 because of a "change in control" which first occurred when BBHC
  replaced the existing Board of Directors by a written consent effective
  July 30, 1996, and again occurred when the voting control of BBHC
  transferred in February 1997.  The "change in control" triggered the
  applicability of severance agreements which then resulted in the payment
  of severance benefits in applicable situations. In the second quarter of
  1997, the accrued expense for the severance agreements were primarily
  associated with employees who terminated for "good reason" as defined in
  the agreements. Further severance agreement payments may be necessary if
  employees terminate for "good reason," which the agreements define very
  much to the benefit of the employee, or are terminated by the Company.
  The total estimated remaining liability if all severance agreements were
  exercised is between $2.0 million and $3.0 million.
  
  <PAGE>
  
                        PART II.    OTHER INFORMATION
  
  Item 1.   Legal Proceedings
  
       Incorporated herein by this reference is the discussion of
  litigation set forth in Part I, Item 1, Notes to the Financial
  Statements - Note 6. Contingencies of this Form 10-Q.
  
  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
  
       On April 16, 1997, the Board of Directors appointed John E. Goble,
  Jr. and William E. Greenwood to fill the two existing vacancies on the
  Board of Directors. On April 25, 1997, Richard D. Squires resigned from
  the Board of Directors and on April 28, 1997, David Preng was appointed
  to the Board of Directors.
  
       On July 15, 1997, Amendment No. 6 to the schedule 13D (the
  "Amendment No. 6") was filed on behalf of BBHC, the Don D. Box 1996
  Trust ("DDBT"), the Gary D. Box 1996 Trust ("GDBT"), the Douglas D. Box 
  1996 Trust ("DBT"), Gary D. Box, Douglas D. Box and Box Control LLC
  ("BCLC"). As disclosed in Amendment No. 6, on July 2, 1997, certain
  members of BCLC (the DDBT and the GDBT) amended the Regulations of BCLC
  to, among other things, (a) allow for non-members of BCLC to serve as
  managers of BCLC and (b) allow for a majority of all members of BCLC to
  remove and appoint managers of BCLC in accordance with the terms of the
  Regulations of BCLC, as amended. In connection with such amendments and
  in accordance with the Regulations of BCLC, certain members of BCLC (the
  DDBT and the GDBT) acting by and through two of its co-trustees (Gary D.
  Box and Douglas D. Box) removed Don D. Box as the sole manager of BCLC
  and appointed Gary D. Box and Douglas D. Box to serve as co-managers of
  BCLC.
  
       In March 1997, Don D. Box filed a lawsuit in the Deleware Chancery
  Court styled Don D. Box and Box Control, LLC, Plaintiffs v. Otto J.
  Buis, D. James Fajack, Gary D. Box, Douglas D. Box and Box Brothers
  Holding Company, Defendant; relating to management of BCLC and certain
  corporate transactions related thereto. In light of the dispute among
  various parties and regarding the proper membership of BBHC's Board of
  Directors and the Manager(s) of BCLC, on July 22, 1997, the parties
  consented to a status Quo Order with respect to the case which requires,
  among other things, that until a further court order the business and
  affairs of BBHC and subsidiaries and BCLC shall be managed by Douglas D.
  Box, Gary D. Box and Don D. Box, with any actions being taken as are
  unanimously approved in writing, in advance by Douglas D. Box, Gary D.
  Box and Don D. Box. 
  
  Item 6.   Exhibits and Reports on Form 8-K
  
        (a)   Exhibits:      
  
          3.1*       Certificate of Incorporation, as amended.
  
          3.2++      By-Laws as amended.
       
          4.1*       Form of Indenture.
  
         10.1*       Amended and Restated Certificate and Articles of      
                     Limited Partnership of OKC Limited Partnership.
  
         10.2*       Restatement and Amendment of Gas Purchase Contract    
                     Dated July 15, 1982, as amended October 5, 1982 and   
                     December 21, 1982 and December 26, 1984.
  
         10.3*       Farmout Agreement with Aminoil USA, Inc., effective   
                     May 1, 1977, dated May 9, 1977.
  
         10.4*       Transportation Agreement with CKB Petroleum, Inc.     
                     dated March 1, 1985, as amended on April 19, 1989.
  
         10.5*       Agreement of Compromise and Amendment to Farmout      
                     Agreement, dated July 3, 1989.
  
         10.6*       Settlement Agreement with Texas Eastern Transmission  
                     Corporation, dated November 14, 1990.
  
         10.7*       Guarantee of Panhandle Eastern Corporation, dated     
                     November 21, 1990.
  
         10.8*       Bill of Sale and Assumption of Obligations from OKC   
                     Limited Partnership, dated April 15, 1992.
  
         10.9*       Asset Purchase Agreement, dated April 15, 1992.
  
         10.10*      1992 Incentive Stock Option Plan of Box Energy        
                     Corporation.
  
         10.11*      1992 Non-Qualified Stock Option Plan of Box Energy    
                     Corporation.
  
         10.12**     Pension Plan of Box Energy Corporation, effective     
                     April 16, 1992.
  
         10.13#      First Amendment to the Pension Plan of Box Energy     
                     Corporation dated December 16, 1993.
  
         10.14##     Second Amendment to the Pension Plan of Box Energy    
                     Corporation dated December 31, 1994.
  
         10.15+      Form of Executive Severance Agreement dated as of     
                     December 12, 1995, by and between Box Energy          
                     Corporation and key employees.
  
         10.16+      Form of Letter Agreement regarding severance benefits 
                     dated as of December 12, 1995, by and between Box     
                     Energy Corporation and employees not covered by       
                     Executive Severance Agreements.
  
         10.17       Amended and Restated Promissory Note between Box      
                     Energy Corporation and Box Brothers Holding Company.
  
         10.18       Amended and Restated Pledge Agreement between Box     
                     Energy Corporation and Box Brothers Holding Company.
  
         10.19       Employment Agreement by and between Box Energy        
                     Corporation and James A. Watt.
  
         11.1        Statement regarding computation of earnings per       
                     share.
        
         27          Financial Data Schedule 
          
        (b)   The Company did not file a Form 8-K during the quarter ended 
              June 30, 1997.
  
  
  --------------
                    
       *Incorporated by reference to the Company's Registration Statement  
       on Form S-2 (file number 33-52156) filed with the Commission and    
       effective on December 1, 1992.
  
       **Incorporated by reference to the Company's Form 10-K (file number 
       0-19967) for the fiscal year ended December 31, 1992 filed with the 
       Commission and effective on or about March 30, 1993.
  
       #Incorporated by reference to the Company's Form 10-K (file number  
       0-19967) for the fiscal year ended December 31, 1993 filed with the 
       Commission and effective on or about March 30, 1994.
  
       ##Incorporated by reference to the Company's Form 10-K (file number 
       0-19967) for the fiscal year ended December 31, 1994 filed with the 
       Commission and effective on or about March 30, 1995.
  
       +Incorporated by reference to the Company's Form 10-K (file number  
       0-19967) for the fiscal year ended December 31,1995 filed with the  
       Commission and effective on or about March 30, 1996.
  
       ++Incorporated by reference to the Company's Form 10-K (file number 
       1-11516) for the fiscal year ended December 31,1996 filed with the  
       Commission and effective on or about March 30, 1997.
  
  <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.
  
  
                                         BOX ENERGY CORPORATION
  
  
  
  Date:     August 12, 1997              By:     /S/ Don D. Box
         --------------------                -----------------------------
                                         Don D. Box
                                         Chief Executive Officer
  
  
  
  
  
  Date:     August 12, 1997              By:     /S/ J. Burke Asher
         --------------------                -----------------------------
                                         J. Burke Asher
                                         Chief Accounting Officer