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 March 31, 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 3,250,110 outstanding shares of Class A (Voting) Common
  Stock, $1 par value, on May 12, 1997.  There were also 17,455,610
  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 March 31, 1997
                 and December 31, 1996                               3
  
            Condensed Statements of Income - Three Months Ended 
                 March 31, 1997 and 1996                             4
  
            Condensed Statements of Cash Flows - Three Months 
                 Ended March 31, 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                                       16
  
  Item 2.   Changes in Securities                                   16
  
  Item 3.   Defaults upon Senior Securities                         16
  
  Item 4.   Submission of Matters to a Vote of Security Holders     16
  
  Item 5.   Other Information                                       16
  
  Item 6.   Exhibits and Reports on Form 8-K                        16
  
  
  <PAGE>
  
  
                       PART I.   FINANCIAL INFORMATION
  
  Item 1. Financial Statements
  
                           BOX ENERGY CORPORATION
                          CONDENSED BALANCE SHEETS
                      (In thousands, except share data)
  
  
                                                                           
                                               March 31,      December 31,
                                                 1997              1996
                                             ------------     ------------
  ASSETS                                              (Unaudited)
  Current assets
    Cash and cash equivalents                 $    9,640       $    2,997
    Marketable securities - available for
        sale                                      31,220           32,678
    Accounts receivable - oil and natural
        gas                                        6,189            7,093
    Accounts receivable - other                      948            1,456
    Prepaid expenses and other current
        assets                                     2,567            1,961
                                             ------------     ------------
      Total current assets                        50,564           46,185
  Properties
    Oil and natural gas properties
        (successful-efforts method)              191,369          187,251
    Other properties                               3,232            3,226
    Accumulated depreciation,
        depletion and amortization              (121,592)        (116,371)
                                             ------------     ------------
      Total properties                            73,009           74,106
  Other assets
    Deferred income taxes
        (net of valuation allowance)              13,826           14,723
    Deferred charges 
        (net of accumulated amortization)          1,520            1,585
                                             ------------     ------------
      Total other assets                          15,346           16,308
                                             ------------     ------------
        Total assets                           $ 138,919        $ 136,599
                                             ============     ============
  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities
    Accounts payable                           $   4,347        $   5,043
    Accrued interest payable                       1,527              379
    Accrued transportation payable - 
        related party                                256              263
    Net Profits expense payable                    1,691            1,481
                                             ------------     ------------
      Total current liabilities                    7,821            7,166
  Convertible subordinated notes payable          55,077           55,077
                                             ------------     ------------
      Total liabilities                           62,898           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
        and outstanding                            3,250            3,250
      Class B (non-voting) - 30,000,000 
        shares authorized; 17,553,010 shares
        issued and outstanding                    17,553           17,553
    Additional paid-in capital                    25,197           25,197
    Retained earnings                             30,349           28,542
    Valuation allowance for marketable
        securities                                  (328)            (186)
                                             ------------     ------------
      Total stockholders' equity                  76,021           74,356
                                             ------------     ------------
        Total liabilities and stockholders'
            equity                             $ 138,919        $ 136,599
                                             ============     ============
                                       
               See accompanying Notes to Financial Statements.
  
  <PAGE>
  
                            BOX ENERGY CORPORATION
                        CONDENSED STATEMENTS OF INCOME
                                  (Unaudited)
                   (In thousands, except per share amounts)
                           
                                              Three Months Ended March 31,
                                                  1997            1996
                                               ----------      ----------
  Revenues 
    Oil sales                                   $  5,263       $  4,433
    Natural gas sales                             10,771         13,497
    Other income                                   1,193          1,143
                                               ----------      ----------
      Total revenues                              17,227         19,073
  Costs and expenses
    Operating costs                                1,428          1,486
    Net Profits expense                            2,469          4,221
    Exploration expense                            1,398          2,467
    Depreciation, depletion and 
        amortization                               5,225          3,984
    General and administrative expenses            2,499          1,917
    Reorganization costs                             203             -    
    Interest and financing costs                   1,225          1,241
                                               ----------     ----------
      Total costs and expenses                    14,447         15,316
                                               ----------     ----------
        Income before income taxes                 2,780          3,757
  Income tax expense                                 973          1,340
                                               ----------     ----------
      Net income                                $  1,807       $  2,417
                                               ==========     ==========  
    
  Income per share                              $   0.09       $   0.12
                                               ==========     ==========
  
  Weighted average shares of common stock
    and common stock equivalents
    outstanding                                   20,803         20,806
                                               ==========     ==========
   
                See accompanying Notes to Financial Statements.
  
  <PAGE>
        
                         BOX ENERGY CORPORATION
                   CONDENSED STATEMENTS OF CASH FLOWS
                               (Unaudited)
                              (In thousands)
                                              Three Months Ended March 31,
                                                1997              1996
                                               ----------     ----------
  Cash flow provided by operations
    Net income (loss)                           $  1,807       $  2,417
      Depreciation, depletion, and
        amortization                               5,225          3,984
      Amortization of deferred charges                65             66
      Amortization of premium on marketable 
        securities                                    44              3
      Dry hole and impaired property costs           639          1,328
      (Gain) loss on sale of assets                    2            (43)
      Deferred income tax expense                    973          1,340
      Decrease in accounts receivable              1,412            572
      (Increase) in prepaid expenses and 
        other current assets                        (606)        (2,509)
      Increase in accounts payable and
        accrued expenses                             445          1,407
      Increase (decrease) in Net Profits 
        expense payable                              210            (74)
                                               ----------     ----------
        Net cash flow provided by operations      10,216          8,491
                                               ----------     ----------
  Cash flow from investing activities
    Payments for capital expenditures             (4,767)        (8,553)
    Sales and maturities of marketable 
      securities                                   1,790             -  
    Investment in marketable securities             (597)       (13,770)
    Proceeds from sale of property                     1             43
                                               ----------     ----------
      Net cash used in investing activities       (3,573)       (22,280)
                                               ----------     ----------
  Net increase (decrease) in cash and
    cash equivalents                               6,643        (13,789)
  Cash and cash equivalents at beginning
    of period                                      2,997         21,644
                                               ----------     ----------
  Cash and cash equivalents at end of period    $  9,640       $  7,855
                                               ==========     ==========
  
                See accompanying Notes to Financial Statements.
  
  <PAGE>
  
                            BOX ENERGY CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                                March 31, 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 months ended March 31, 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.  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% every year after that. 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.  Box Brothers
  Holding Company, a Delaware corporation, ("BBHC") owns approximately 57%
  of the outstanding Class A (Voting) Common Stock of the Company ("Class
  A Stock"). Until April 29, 1997, the Class A Stock owned by BBHC was
  pledged, with other collateral, by BBHC as security under a credit
  agreement with a bank and under a settlement agreement with another
  creditor. A default by BBHC under either agreement could have resulted
  in a change in control of the Company.  On April 29, 1997, BBHC paid all
  amounts owed to such creditors with the proceeds of a loan from the
  Company and the Class A Stock was pledged to the Company. See Note 3.
  Related Party Transactions. 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 3. Contingencies - Thomas 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 3.  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 CKB Petroleum, Inc. ("CKBP") and CKB &
  Associates, Inc. ("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 South Pass Block 89 Field. For the three months ended March 31,
  1997 and 1996, the Company incurred oil pipeline transportation charges
  payable to CKBP in the amount of $781,000 and $763,000, 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 4. Contingencies.
  
       The Company bills CKBP and other related parties for an allocated
  portion of office space subleased to CKBP, payroll including the related
  costs and benefits, and other overhead costs. Expenses totaling $21,000
  and $12,000 for the three months ending March 31, 1997 and 1996,
  respectively were billed by the Company. 
  
       In the past, several  current and former Directors and Officers
  have been named defendants in various lawsuits. See Note 4.
  Contingencies. According to the By-Laws of the Company, the defendants'
  legal costs must be paid by the Company. The defendants in these matters
  must execute written undertakings to repay the Company for any related
  expenses advanced for them if it is later found that such costs were not
  subject to indemnification by the Company. Legal costs and expenses,
  which include the Thomas D. Box lawsuit and the Devere and Nealon
  lawsuit during the three months ended March 31, 1997 and the Devere and
  Nealon lawsuit during the three months ended March 31, 1996, advanced,
  paid or accrued for these current and former directors totaled $75,000
  and $17,000 for the three month periods ended March 31, 1997 and 1996,
  respectively. 
  
       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. After the decision of the Fifth Circuit was handed down, See Note
  4. Contingencies - Griffin Case, the General Partners sought and
  received in the third quarter of 1996, reimbursement of legal fees for
  the period March 1994 to April 1996 totaling $1.4 million. During the
  three-month period ended March 31, 1997 the Company reimbursed or
  accrued for reimbursement $40,000 for legal expenses related to this
  matter.
  
       On April 29, 1997, the Company lent BBHC an aggregate of $7.25
  million. The loan is payable on or before May 29, 1997, bears interest
  at a rate per annum equal to the prime rate of Texas Commerce Bank, plus
  1.00%, and is collateralized by a pledge of the shares of Class A Stock
  and the stock of CKBP and Associates owned by BBHC. 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 2. Notes
  Payable. A change of control would require the Company to tender for the
  outstanding Notes at 100% of the principal amount, plus accrued
  interest. Since an action is pending to appoint a receiver for BBHC, the
  Board considered it advisable and appropriate to facilitate a
  refinancing of BBHC's indebtedness. See Note 4. Contingencies - Thomas
  D. Box Lawsuit. If a receiver is appointed in the action, a "change of
  control" could be deemed to have occurred. Provided that a disinterested
  majority of the Company's Board of Directors is satisfied that the loan
  is on terms fair to the Company and that BBHC can service the loan, the
  Company expects to convert the loan at maturity into a one-year term
  loan with the same interest rate and collateral. 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.
  
  Note 4.  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. 
  
       Plaintiffs made two types of claims in this case. First, plaintiffs
  sought individual damages for alleged securities law violations and a
  declaratory judgment regarding their voting rights. All of the
  plaintiffs' claims for individual damages and voting rights were denied
  by the district court at trial in October 1992.
  
       Second, 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. The derivative defendants' motion that the plaintiffs
  lacked standing on the derivative claims was rejected by the district
  court. The first transaction was the 1985 purchase of an interest in an
  oil pipeline by CKB Petroleum. See Note 3. Related Party Transactions.
  The second transaction involved the amount of general and administrative
  expenses paid by the Predecessor Partnership prior to the Corporate
  Conversion. The third transaction was a loan made by the Predecessor
  Partnership to an unaffiliated individual. Plaintiffs alleged actual
  damages of $20.0 million and punitive damages of $60.0 million. In
  addition, plaintiffs alleged that the General Partners engaged in
  racketeering activities in relation to the three 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.
  Minor damages were awarded on the general and administrative expenses
  issue while no damages were awarded based on the loan transaction. In
  addition, the jury found no violation of the racketeering statutes.
  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. The judgment also dismissed the plaintiffs'
  claims for individual damages and voting rights for their Class B Stock. 
  
       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. 
  
  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 court has instructed the
  parties to file post trial briefs, after which the case will be argued
  and the court will make its decision which is expected  in June of 1997.
  
  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 Walker 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 and several former members of the
  Board of Directors. Richard S. Whitesell, Jr., a former director, has
  been dismissed from the cases. 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 has 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. If the
  Company is not successful in the foregoing suits, it is the opinion of
  the Company that any adverse judgments, other than certain possible
  results of the litigation described above, would not have a material
  adverse effect on the Company.
  
       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.
  
  <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. The
  information below 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. Further information is
  available in the Company's filings with the Securities and Exchange
  Commission, which are incorporated by this reference as though fully set
  forth herein. 
  
  Liquidity and Capital Resources
  
       Box Energy Corporation is an independent oil and gas exploration
  and production company with activity and properties located in four core
  areas:  offshore Gulf of Mexico, Mississippi/Alabama, West Texas/New
  Mexico and South Texas. The Company's long-term strategy since 1992 has
  consisted of two key components -- maximize the exploration, development
  and production of South Pass Block 89 natural gas reserves before the
  end of the gas sales contract in July 2002 and replace the value of the
  proved natural gas reserves from this block with additional reserves in
  the South Pass area and the other core areas. Recently the Company
  modified this strategy  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. The Company will shift
  capital expenditures plans from an intensive exploration program to a
  more balanced exploration, development, and acquisition program.
  
       On March 31, 1997, the Company's current assets exceeded its
  current liabilities by $42.7 million. Cash, cash equivalents and
  marketable securities totaled $40.9 million on that date. The ratio of
  the Company's current assets to current liabilities on March 31, 1997
  was approximately 6 to 1. Cash flow provided by operations for the first
  three months of 1997 increased by $1.7 million to $10.2 million,
  constituting a 20% increase when compared to $8.5 million for the first
  three months of 1996. 
  
       Proved oil and natural gas reserves from South Pass Block 89
  Platform B at December 31, 1996, was 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 between 30% and 38% of the total
  Discounted Future Net Revenue of the Company depending upon future
  projected oil prices and projected non-contract natural gas prices.
  Approximately 91% of the proved natural gas reserves and approximately
  94% of the Discounted Future Net Revenue from Platform B are located in
  the U-1/1 reservoir of which 54% is classified as proved developed
  producing and is associated with Well B-20S and the remaining 46% is
  classified as proved undeveloped. 
  
       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 April 1997
  was 6.3 MMcfgd 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 6.1 MMcfgd.  
  
       In an attempt to produce the proved undeveloped natural gas
  reserves in the U-1/1 reservoir, the Company began a side track of Well
  B-12S into the U-1/1 reservoir during the fourth quarter of 1996, but
  the well encountered mechanical problems and the drilling activity was
  ceased pending further  investigation of the available well bore. Also
  during the first quarter of 1997, the Company observed an increase in
  the 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 and its partners will continue their efforts to
  maximize production from the U-1/1 reservoir in an economical manner
  during 1997 with attempted recompletions and potential sidetrack
  operations or new well bores.
  
       For the three months ended March 31, 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 $4.9 million or
  38% of the total Gross Cash Margin from Properties of $12.7 million for
  the Company. The Gross Cash Margin from Properties from Well B-20S, the
  only well currently producing from the U-1/1 reservoir, was $3.9
  million. 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 each quarter. Unforeseen mechanical, reservoir or other
  failure of wells located in the U-1/1 reservoir could potentially have
  an immediate and significant impact on the Company's  revenue, net
  income and net cash flow from operations. 
  
       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 which is a
  source of equal or greater natural gas reserves and deliverability
  capacity. The effect on the Company's long-term gas sales contract
  cannot be determined at this time.
  
       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.
  
       The Company's capital expenditures for the first three months of
  1997 decreased by 44% to $4.8 million from $8.6 million for the same
  three-month period in the prior year. The largest two capital
  expenditures during the first quarter of 1997 included $1.3 million for
  the Gladdis Knight  32-14 #1 and #2 wells on the Moselle Dome prospect
  and $1.2 million for Wells B-12S and B-7S on South Pass Block 89. In
  addition, the Company began fabrication for a four-pile, six-slot
  production platform to be located in Eugene Island Block 135. This
  platform is designed to have production capacity of 75 MMcfgd. The
  Company has a 15% working interest in this field.
  
       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 have been awarded the
  remaining blocks are pending a review by the United States Department of
  Interior's Minerals Management Service.
  
       The Company's capital investment and exploration budget for 1997 is
  currently $39.8 million, which includes budgeted amounts for
  acquisition, exploration and development activities totaling  $25.8
  million for the Gulf of Mexico, $6.2 million for Mississippi/Alabama,
  $2.5 million for West Texas/New Mexico and $5.3 million for South Texas
  areas. The Company's 1997 plans include drilling prospects on South
  Timbalier Blocks 214, 247 and 279 for a total cost of $6.2 million and
  two additional wells and the production platform in Eugene Island Block
  135 for an expected cost of $3.7 million. Also included in the 1997
  capital and exploration budget is $15.9 million for an additional six
  offshore wells including one U-sand well in South Pass Block 89. The
  Company plans to drill at least four additional wells in 1997 on the
  Moselle Dome prospect at an estimated cost of $2.3 million. In addition
  to the Moselle Dome wells, the Company expects capital expenditures in
  the Mississippi/Alabama area to include drilling two exploratory wells
  for $1.0 million on identified prospects in 1997 and has budgeted $1.0
  million to drill three additional prospects currently being evaluated.
  The Company expects to spend approximately $1.6 million on leases and
  seismic expense for 1997 in the Mississippi/Alabama Area. At least six
  exploration wells are planed in the South Texas area in 1997 and five
  prospects have been identified in the West Texas/New Mexico area.
  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 or sales of marketable securities, if
  required. 
  
       The Company's $25.0 million line of credit facility will expire in
  June 1997, at which time the Company expects to renew the line of credit
  or replace it with another line of credit with similar terms. 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. The
  Company has issued letters of credit to the MMS totaling $250,000
  against this line of credit in connection with the Company's oil and gas
  leases in the Gulf of Mexico.
  
       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 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. The loan is payable on or before May 29, 1997, bears interest
  at a rate per annum equal to the prime rate of Texas Commerce Bank, plus
  1.00%, and is collateralized by a pledge of the shares of Class A Stock
  and the stock of CKBP and Associates owned by BBHC. The loan and its terms
  were approved by all of the Company's directors who are not affiliated or
  associated with BBHC. The 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. Since an
  action is pending to appoint a receiver for BBHC, the Board considered
  it advisable and appropriate to facilitate a refinancing of BBHC's
  indebtedness. See Note 4. Notes to the Financial Statements -
  Contingencies - Thomas D. Box Lawsuit. Provided that a disinterested
  majority of the Company's Board of Directors is satisfied that the loan
  is on terms fair to the Company and that BBHC can service the loan, the
  Company expects to convert the loan at maturity into a one-year term
  loan with the same interest rate and collateral. Because the market
  value of the collateral is in excess of 200% of the loan amount, the
  Company believes that it will collect the loan in full, together 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. 
  
       The Company and Phillips Petroleum Company are engaged in
  litigation concerning the NPI in South Pass Block 89. The trial
  commenced with the presentation of evidence which concluded on April 16,
  1997. The court has instructed the parties to file post trial briefs,
  after which the case will be argued and the court will make its decision
  which is expected  in June of 1997. If an adverse judgment or settlement
  occurs, the Company believes that there could be a significant impact on
  its cash flow from operations and the current liquidity of its balance
  sheet.
  
       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 quarter of 1997 was $1.8 million, or $0.09
  per share, constituting a 25% decrease when compared to net income of
  $2.4 million, or $0.12 per share, during the first quarter of 1996. This
  decrease primarily resulted from  lower total revenues primarily from
  South Pass Block 89, partially offset by a decrease in total costs and
  expenses. 
  
       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 first quarters of 1997 and 1996
  were as follows:
  
                               Three Months Ended March 31,     Increase
                                 1997               1996       (Decrease)
                               -----------     ------------    ---------- 
      Net sales volumes:
        Oil (Bbls):                254,000        242,000         12,000
        Natural gas (Mcf):       1,793,000      1,810,000        (17,000)
  
      Average sales prices:
        Oil (per Bbl)           $    20.68     $   18.31         $  2.37
        Natural gas (per Mcf)   $     6.01     $    7.45         $ (1.66)
  
       Natural gas sales decreased $2.7 million or 20% primarily as a
  result of decreased natural gas production from South Pass Block 89
  Platform B, 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, resulting in
  lower natural gas sales of almost 2.0 MMcfgd. The Company unsuccessfully
  attempted to replace this well during 1996. As a result, the natural gas
  sales from Platform B decreased $4.6 million. However, natural gas
  production from Platform C producing from South Pass Blocks 86 and 89,
  Platform D producing from South Pass Block 87 and West Delta Block 128
  and production from Main Pass Block 262 increased by 454,000 Mcf for the
  three months ended March 31, 1997 compared to the same period in the
  prior year which offset the decrease in gas sales from Platform B by
  $1.3 million. Also partially 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 resulted in additional natural gas sales totaling $699,000. 
  
       Oil sales increased $830,000 or 19% as a result of an increase in
  the average oil prices and an increase in oil sales volume. Average oil
  prices increased $2.37 or 13% from $18.31 for the three months ended
  March 31, 1996 to $20.68 for the three months ended March 31, 1997 which
  increased oil sales $579,000. Oil production from new properties
  totaling 7,900 barrels added an additional $158,000 to oil sales and
  another 4,500 barrel increase from existing properties added $93,000 to
  oil sales. 
  
       The decrease in Net Profits expense primarily resulted from lower
  natural gas revenues in the amount of $3.8 million from South Pass Block
  89. Natural gas revenues from this block for the three month period
  ended March 31, 1997 were $7.9 million, compared to $11.7 million for
  the same period in the prior year. Capital costs and operating expenses
  for South Pass Block 89 increased almost $1.3 million in the first
  quarter of 1997 when compared to the first quarter of 1996 as a result
  of drilling costs incurred for Platform B Well B-11S and Well B-9S. The
  total decrease in the Net Profits account was $5.3 million, of which
  33%, which is the percentage paid as Net Profits, is $1.8 million.
  
       The most significant reasons for the decrease in exploration
  expenses were lower dry hole costs in the amount of $690,000 in the
  first quarter of 1997 compared to the first quarter of the prior year and a
  decrease in the 2-D and 3-D seismic expenditures from $828,000 in the
  first quarter of 1996 to $433,000 in the first quarter of 1997.
  The cost base subject to depreciation, depletion and amortization was
  higher in the first quarter of 1997 compared to 1996 because of new
  properties becoming producing properties after the first quarter of
  1996. In addition, a decrease in oil and natural gas reserves in South
  Pass Block 89 and an increase in production from South Pass Block 87
  contributed to an increase in the depreciation, depletion and amortization
  expense.
  
       General and administrative expenses not including legal expenses
  were $1.6 million for the first quarter of 1997 compared to $1.8 million
  for the first quarter of 1996 which was a 9% decrease. The primary reason
  for the decrease related to lower salaries and payroll tax expense which
  decreased by $204,000. Legal expenses, mainly due to cost associated
  with the Phillips litigation, were $891,000 versus $158,000 in the first
  three months of 1996.
  
       A "change in control" occurred when BBHC replaced the then-existing
  Board of Directors by a written consent effective July 30, 1996.  The
  "change in control" triggered the applicability of severance agreements
  which then resulted in the payment of severance benefits in applicable
  situations. Expenses incurred pursuant to the severance agreements
  during the first quarter of 1997 were charged to reorganization costs.
  Income taxes decreased during the first quarter of 1997 compared to the
  first quarter of 1996 as a result of lower income before taxes.
  
  <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 4. 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.
  
  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.
  
         11.1      Statement regarding computation of earnings per share.
        
         27        Financial Data Schedule 
          
    (b)   The Company did not file a Form 8-K for the quarter ended March  
          31, 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:     May 14, 1996           By:         (Don D. Box)
         ------------------             ------------------------------
                                   Don D. Box
                                   Chief Executive Officer
  
  
  
  
  Date:     May 14, 1996           By:        (J. Burke Asher)
         ------------------             ------------------------------
                                   J. Burke Asher
                                   Chief Accounting Officer