SECURITIES AND EXCHANGE COMMISSION

                      Washington, D. C. 20549

                             FORM 10-Q


   /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   


   / /   TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934
         For the transition period from              to           


                        Commission File No.
                              0-3919



                    PRODUCTION OPERATORS CORP                  
        (Exact name of registrant as specified in its charter)



                             Delaware
   (State   or   other    jurisdiction   of   incorporation    or
   organization)                            
                            59-0827174
                 (IRS Employer Identification No.)

                           11302 Tanner Road
                       Houston, Texas 77041
             (Address of principal executive offices)


                          (713) 466-0980
       (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
   twelve 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    


         On April  24 1997 there  were 10,219,464  shares of  the
   Company's   common   stock,  $l.00   par   value,  outstanding
   (exclusive of treasury shares).


   <PAGE>  2

   PART I.  FINANCIAL INFORMATION







                           FINANCIAL STATEMENTS

                 PRODUCTION OPERATORS CORP AND SUBSIDIARY


     The  condensed  consolidated  financial statements  included
   herein  have  been  prepared  by  Production  Operators  Corp,
   without  audit, pursuant to  the rules and  regulations of the
   Securities and  Exchange Commission.   The  term "Company"  as
   used  herein  refers  to  Production  Operators  Corp  and its
   operating  subsidiary,  Production  Operators, Inc.,  together
   with  its   subsidiaries,   unless   the   context   otherwise
   indicates.    Certain  information  and  footnote  disclosures
   normally  included   in  financial   statements  prepared   in
   accordance with  generally accepted accounting principles have
   been  condensed  or   omitted  pursuant  to  such   rules  and
   regulations,   although   the   Company   believes  that   the
   disclosures  are  adequate to  make the  information presented
   not   misleading.    It  is  suggested  that  these  condensed
   consolidated financial statements be read in  conjunction with
   the consolidated  financial statements  and the notes  thereto
   included in the Company's latest  annual report on Form  l0-K.
   In  the  opinion of  the  Company all  adjustments, consisting
   only of  normal recurring  adjustments,  necessary to  present
   fairly the financial position  of the Company as of  March 31,
   1997, and the results  of their operations for the  six months
   ended March  31, 1997 and  1996 and their  cash flows for  the
   six months ended March  31, 1997 and 1996 have  been included.
   The results  of operations  for such  interim periods  are not
   necessarily indicative of the results for the full year.



   <PAGE>   3
   <TABLE>

             PRODUCTION OPERATORS CORP AND SUBSIDIARY
                    CONSOLIDATED BALANCE SHEETS
            AS OF MARCH 31, 1997 AND SEPTEMBER 30, 1996
                          (000'S OMITTED)


                                                     March 31,  September 30,  
                                                       1997          1996    
                                                     ---------  -------------
                                                    (Unaudited)
     <S>                                             <C>          <C>
     ASSETS
       Current assets:
         Cash and cash equivalents . . . . . . . .   $  2,226     $   1,466
         Marketable securities . . . . . . . . . .        201           201
         Receivables:                                             
           Sales and services, net of reserve of 
            $203 at March 31, 1997 and $156 at                    
            September 30, 1996 . . . . . . . . . .     20,801        20,388
           Construction work in progress . . . . .      4,185         4,592
                                                                
         Inventories - at cost:                                  
           Compressor parts and supplies . . . . .      6,635         6,486
           Construction work in progress . . . . .      1,721         2,433
         Prepaid expenses and other. . . . . . . .      6,530         5,866
                                                    ---------      --------
              Total current assets . . . . . . . .     42,299        41,432
                                                    
       Property and equipment, at cost, net of     
        accumulated depreciation and
        amortization of $107,372 at March 31, 
        1997 and $100,940 at September 30, 1996. .    187,428       173,307

       Long-term receivable and other assets . . .     12,323         7,952
                                                     --------      --------
                                                     $242,050      $222,691
                                                     ========      ========
     LIABILITIES AND STOCKHOLDERS' INVESTMENT
       Current liabilities:                      
         Accounts payable. . . . . . . . . . . . .   $  7,705      $  8,361
         Accrued liabilities . . . . . . . . . . .      6,795        13,084  
         Income taxes payable. . . . . . . . . . .        997         1,283
                                                     --------      --------
              Total current liabilities. . . . . .     15,497        22,728
                                                                    
       Senior term notes . . . . . . . . . . . . .     36,084        23,131
                                                                  
       Deferred income taxes . . . . . . . . . . .     24,106        21,178
                                                      -------      --------
       Stockholders' investment:                   
         Common stock. . . . . . . . . . . . . . .     10,259        10,259
         Additional paid-in capital. . . . . . . .     72,646        72,223
         Retained earnings . . . . . . . . . . . .     85,913        76,294
         Deferred compensation - ESOP. . . . . . .     (1,860)       (2,340)
         Treasury stock. . . . . . . . . . . . . .       (595)         (782)
                                                     --------      --------
            Total stockholders' investment . . . .    166,363       155,654
                                                     --------      --------
                                                     $242,050      $222,691
                                                     =========     ========
   </TABLE>

   <PAGE>   4
   <TABLE>
                     PRODUCTION OPERATORS CORP AND SUBSIDIARY 
                          CONSOLIDATED INCOME STATEMENTS
            FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1997 AND 1996
                (UNAUDITED-000'S OMITTED EXCEPT PER SHARE AMOUNTS)


                                             Quarter Ended     Six Months Ended
                                               March 31,           March 31,    
                                          -----------------   -----------------
                                            1997     1996       1997    1996 
                                          -------  -------    ------- -------
    <S>                                   <C>      <C>        <C>     <C>
    Net revenues from sales and     
     services and other income . . . .    $28,181  $21,743    $54,928 $43,867
                                          -------  -------    ------- -------
    Costs and expenses:
      Cost of sales and services . . .     12,294    9,362     24,240  19,131
      Depreciation and amortization. .      4,590    3,890      8,988   7,617
      General and administrative             
       expenses. . . . . . . . . . . .      1,874    1,790      3,777   3,596
      Interest and debt expenses . . .        517      603        921   1,191
                                          -------  -------    ------- -------
                                           19,275   15,645     37,926  31,535
                                          -------  -------    ------- -------
    Income before income taxes . . . .      8,906    6,098     17,002  12,332
    Provision for income taxes . . . .      3,143    1,985      5,975   4,162
                                          -------  -------    ------- -------
    Net income . . . . . . . . . . . .    $ 5,763  $ 4,113    $11,027 $ 8,170
                                          =======  =======    ======= =======
    Net income per share:
     Primary and fully diluted:           $   .56  $   .40    $  1.07 $   .80

    Weighted average shares
     outstanding . . . . . . . . . . .     10,342   10,282     10,327  10,270

    Dividends per share. . . . . . . .    $   .07  $   .07    $   .14 $   .14

    Average shares outstanding upon
     which dividends were accrued. . .     10,205   10,149     10,204  10,148

   </TABLE>
   <PAGE>   5



   <TABLE>
                      PRODUCTION OPERATORS CORP AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE SIX MONTHS ENDED MARCH 31, 1997 AND 1996
                             (UNAUDITED-000'S OMITTED)


                                                        Six Months Ended
                                                             March 31,    
                                                      --------------------
                                                        1997        1996  
                                                      --------    --------
   <S>                                                <C>         <C>
   Cash flows from operating activities:
     Cash received from customers. . . . . . . . . .  $ 51,140    $ 45,813 
     Cash paid to suppliers and employees. . . . . .   (33,938)    (25,063)
     Interest paid . . . . . . . . . . . . . . . . .      (920)     (1,078)
     Income tax paid . . . . . . . . . . . . . . . .    (3,156)     (1,016)
     Interest and dividends received . . . . . . . .        94         253 
     Other income. . . . . . . . . . . . . . . . . .       387         365 
                                                      --------    --------
                                                        13,607      19,274
                                                      --------    --------
   Cash flows from investing activities: 
     Net additions to property and equipment . . . .   (24,200)    (12,486)
     Proceeds from sale of property and equipment. .     5,144       3,978 
     Other . . . . . . . . . . . . . . . . . . . . .    (6,066)       (647)
                                                      --------    --------
                                                       (25,122)     (9,155)
                                                      --------    --------
   Cash flows from financing activities:  
     Additions to (reduction of) net borrowings 
      on long-term senior notes. . . . . . . . . . .    12,953      (9,722) 
     Dividends paid. . . . . . . . . . . . . . . . .    (1,429)     (1,421)
     Reduction of deferred compensation under                               
      Company's ESOP Plan. . . . . . . . . . . . . .       480         495 
     Cash received upon exercise of stock options. .       363         279
     Cash bonus paid upon exercise of stock options.       (59)        (49)
     Repurchases of stock awards . . . . . . . . . .       (33)        (48)
                                                      --------    --------
                                                        12,275     (10,466)
                                                      --------    --------
   Net increase (decrease) in cash and                     760        (347)
    cash equivalents . . . . . . 
   Cash and cash equivalents at beginning of year. .     1,466         985 
                                                      --------    --------
   Cash and cash equivalents at end of quarter . . .  $  2,226    $    638
                                                      ========    ========

    
   </TABLE>
   <PAGE>   6

   <TABLE>
                      PRODUCTION OPERATORS CORP AND SUBSIDIARY
     RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
                  FOR THE SIX MONTHS ENDED MARCH 31, 1997 AND 1996
                             (UNAUDITED-000'S OMITTED)


                                                        Six Months Ended
                                                            March 31,     
                                                      --------------------
                                                        1997        1996  
                                                      -------     -------
   <S>                                                <C>         <C>
   Net income. . . . . . . . . . . . . . . . . . . . .$11,027     $ 8,170 
                                                      -------     -------
   Adjustments:                                                    
     Depreciation, depletion and amortization. . . . .  8,988       7,617 
     Provision for deferred income tax . . . . . . . .  2,928       2,596 
     Provision for tax benefits on stock option
      exercises and ESOP dividends . . . . . . . . . .    177          88 
     Issuance of stock awards. . . . . . . . . . . . .    183         228 
     Provision for bad debts . . . . . . . . . . . . .     47          13 
     Gain on sale of property and equipment. . . . . . (2,365)     (1,241)
     Increase (decrease) in receivables. . . . . . . . (1,768)      3,011 
     Decrease in inventories . . . . . . . . . . . . .    563       1,099
     Increase in prepaid expenses and other. . . . . .   (664)       (516)
     Decrease in long-term receivable and 
      other assets . . . . . . . . . . . . . . . . . .  1,722       1,568    
     Decrease in accounts payable. . . . . . . . . . .   (656)     (4,417)
     Increase (decrease) in accrued liabilities. . . . (6,289)        596 
     Decrease in current tax benefit . . . . . . . . .     --         462
     Decrease in income taxes payable. . . . . . . . .   (286)         --
                                                      -------     -------
                                                        2,580      11,104 
                                                      -------     -------
   Net cash provided by operating activities . . . . .$13,607     $19,274
                                                      =======     =======
    

   </TABLE>
   <PAGE>   7


                               MANAGEMENT'S DISCUSSION
                         AND ANALYSIS OF FINANCIAL CONDITION
                              AND RESULTS OF OPERATIONS


          Results of Operations - The Company reported net revenues from
          sales and services and other income for the three and six months
          ending March 31, 1997 of $28,181,000 and $54,928,000
          respectively, reflecting increases of $6,438,000 (30%) and
          $11,061,000 (25%) over the same periods in the prior year.

          Revenues from contract gas handling services increased $6,480,000
          (30%) to $27,945,000 and $11,364,000 (26%) to $54,565,000,
          respectively, during the second quarter and six months ended
          March 31, 1997 as compared to the year ago periods. Revenues from
          installation, demobilization, construction and equipment sales
          grew at a more rapid rate than horsepower as activity continued
          to increase with domestic alliances, especially client owned
          equipment.

          The Company's fleet of revenue producing compression equipment,
          including operations of customer owned units, averaged 487,000
          and 473,000 horsepower during the second quarter and six months
          of the current fiscal year, as compared to 393,000 and 387,000
          horsepower last year, increases of 24% and 22%, respectively, for
          the comparative periods.  At its March 31, 1997 quarter end, the
          Company had operating horsepower of 507,000 with a backlog,
          including client owned units, of 72,000 horsepower which compares
          to 406,000 and 35,000, respectively, a year ago.  Average
          realized price per horsepower decreased 1.8% and 2.4%,
          respectively, during the second quarter and six months ended
          March 31, 1997 as compared to the year ago periods due to a
          substantial increase in client owned revenue producing horsepower
          where the revenue per horsepower is lower. Average realized price
          per horsepower on company owned units increased modestly.

          Other income, consisting principally of rents, interest and sales
          of miscellaneous assets was $236,000 and $363,000 for the three
          and six months ended March 31, 1997 as compared to $278,000 and
          $666,000 for the comparable periods last year.  The decrease in
          other income was due primarily to a charge related to the
          retirement of computer hardware during the fiscal 1997 first
          quarter.

          Operating income from contract gas handling services (revenues
          less cost of services and depreciation) for the three and six
          month periods ended March 31, 1997 increased $2,848,000 (35%) to
          $11,061,000 and $4,884,000 (30%) to $21,337,000, respectively,
          compared to the year ago periods.  This growth continues to be
          driven by the growth in revenue producing horsepower from the
          expansion of the Company s domestic alliance relationships, the
          continued expansion of international operations and improvement
          in operating expense margins.

          <PAGE>   8

          The provision for depreciation and amortization increased
          $700,000 (18%) to $4,590,000 and $1,371,000 (18%) to $8,988,000
          respectively, for the second quarter and six months ended March
          31, 1997 primarily due to the increase in horsepower previously
          noted.  General and administrative expenses increased $84,000
          (5%) to $1,874,000 and $181,000 (5%) to $3,777,000, respectively
          for the second quarter and six months ended March 31, 1997. 
          Interest expense for the second quarter and six months ended
          March 31, 1997 improved to $517,000 and $921,000, respectively,
          compared to $603,000 and $1,191,000 a year ago.

          Income tax expense for the second quarter was $3,143,000, an
          average effective tax rate of 35% as compared to $1,985,000, an
          average effective tax rate of 33% in the comparable quarter a
          year ago.  Income tax expense for the six months ended March 31,
          1997 was $5,975,000, an average effective tax rate of 35% as
          compared to $4,162,000, an average effective tax rate of 34% for
          the year ago period.

          On February 7, 1997, the Company announced the award and signing
          of a service contract by Lagoven, S.A., a subsidiary of Petroleos
          de Venezuela, to Williams International Company ( Williams ) and
          the Company, which is to be the largest outsourced natural gas
          injection project in Venezuela.  The project involves the design,
          construction, and twenty year total responsibility operation of
          facilities to provide gas compression, transmission and injection
          services into Lagoven s prolific El Furrial reservoir in
          northeastern Venezuela.  The facilities will handle over 600
          million cubic feet of natural gas per day and require 112,000
          horsepower of compression equipment.  Williams and the Company
          will construct and manage the project through a joint venture
          with ownership interests of two-thirds and one-third,
          respectively.  Funding for a significant portion of the
          approximate $200 million in investment costs is expected to be
          provided by limited or non-recourse, project based financing with
          the remainder to be provided by equity investments from the two
          companies.

          On February 27, 1997, the Company announced a definitive
          agreement to be acquired by Camco International Inc. ( Camco ), a
          company focused on providing high quality, value added oilfield
          products and services in over fifty foreign countries.  Under the
          terms of the agreement, each common share of the Company will be
          exchanged for 1.3 common shares of Camco in a transaction
          expected to be tax free and that will be accounted for as a
          pooling of interests.  Management believes the acquisition of the
          Company by Camco will enhance the Company s international
          expansion opportunities because of Camco s existing
          infrastructure of offices, clients and business relationships. 
          The merger is subject to regulatory approvals and the approval of
          the shareholders of both companies. Closing is expected to take
          place by the end of the second calendar quarter of 1997.

          <PAGE>   9

          Liquidity and Capital Resources -  As of March 31, 1997, the
          Company's cash position was $2,226,000 versus $1,466,000 at the
          close of the prior fiscal year ended September 30, 1996.  The
          principal sources of cash during the period were internally
          generated funds from operating activities of $13,607,000,
          proceeds from the sale of property and equipment of $5,144,000
          and additional bank borrowings totaling $12,953,000.  The primary
          uses of cash were capital expenditures of $24,200,000, payment of
          dividends amounting to $1,429,000, and additions to other long-
          term assets of $6,066,000.  Additions to other long-term assets
          consisted primarily of investments in the El Furrial project
          previously discussed, international importation and installation,
          and information system development.

          Accounts receivable for sales and services increased $413,000 to
          $20,801,000 at March 31, 1997 as compared to yearend 1996
          principally due to the increased revenue during the quarter from
          the additional revenue producing horsepower previously noted. 
          Accounts receivable from construction work in progress decreased
          $407,000 to $4,185,000 as certain domestic projects were
          completed and collected during the quarter.  Inventories of
          compressor parts and supplies increased $149,000 to $6,635,000
          primarily due to continued expansion internationally.
          Construction work in progress decreased $712,000 to $1,721,000
          due to the completion of certain projects previously noted. 
          Long-term receivable and other assets increased $4,371,000 to
          $12,323,000 as previously discussed above under uses of cash.

          Accounts payable decreased $656,000 to $7,705,000 and accrued
          liabilities decreased $6,289,000 to $6,795,000 due to the
          completion of obligations under certain contractual arrangements
          for the fabrication of client owned units. Since year end, bank
          borrowings increased $12,953,000 to $36,084,000 to meet cash
          requirements for operating expenditures and capital expenditures
          not provided by cash flow from operations.  Management expects
          cash requirements for the remainder of fiscal 1997 to be
          satisfied from cash on hand, cash flow from operations and
          additional bank borrowings as required, including project based
          financing for the El Furrial project previously discussed.

          <PAGE>   10

          PART II.  OTHER INFORMATION

          ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                   The Registrant made no filing on Form 8-K during the
               period January 1, 1997 and March 31, 1997.

                   All other items are inapplicable or have negative
               answers and are therefore omitted from this report.


                                      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.


                                          PRODUCTION OPERATORS CORP
                                          (Registrant)



                                          /S/ D. John Ogren            
                                          D. John Ogren
                                          President



                                          /s/ John B. Simmons          
                                          John B. Simmons
                                          Principal Financial and   
                                          Accounting Officer


          Date:    May 14, 1997