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      December 31,  1995  


     / /  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 January 26,  1996 there were 10,146,230 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
   December 31, 1995, and the results  of their operations for the
   three months ended  December 31, 1995 and  1994  and their cash
   flows  for the three months  ended December 31,  1995  and 1994
   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 DECEMBER 31, 1995 AND SEPTEMBER 30, 1995
                                   (000'S OMITTED)

<CAPTION>
                                                   December 31, September 30,  
                                                       1995          1995    
                                                    (Unaudited)
     <S>                                            <C>          <C>
     ASSETS                                         
       Current assets:
         Cash and cash equivalents . . . . . . . .   $  1,818     $     985
         Marketable securities . . . . . . . . . .        202           202
         Receivables:                                             
           Sales and services, net of reserve of 
            $165 at December 31, 1995 and $159 at                 
            September 30, 1995 . . . . . . . . . .     23,032        16,492
           Construction work in progress . . . . .      1,840         6,835
         Inventories - at cost:                                  
           Compressor parts and supplies . . . . .      3,855         4,852
           Construction work in progress . . . . .      1,690         2,452
         Prepaid expenses and other. . . . . . . .      5,302         4,956
         Current tax benefit . . . . . . . . . . .      2,230         2,785
         Net assets of discontinued operations . .      8,981         8,981
              Total current assets . . . . . . . .     48,950        48,540

       Property and equipment, at cost, net of     
        accumulated depreciation and
        amortization of $94,938 at December 31,    
        1995 and $91,386 at September 30, 1995 . .    165,301       162,995

       Long-term receivable and other assets . . .      8,311         8,697

                                                     $222,562      $220,232

     LIABILITIES AND STOCKHOLDERS' INVESTMENT
       Current liabilities:                      
         Accounts payable. . . . . . . . . . . . .   $  5,768      $  9,967
         Accrued liabilities . . . . . . . . . . .      7,523         7,829  
              Total current liabilities. . . . . .     13,291        17,796

       Senior term notes . . . . . . . . . . . . .     47,234        46,005

       Deferred income taxes . . . . . . . . . . .     19,310        17,781

       Stockholders' investment:                   
         Common stock. . . . . . . . . . . . . . .     10,259        10,259
         Additional paid-in capital. . . . . . . .     71,459        71,156
         Retained earnings . . . . . . . . . . . .     64,960        61,601

         Deferred compensation - ESOP. . . . . . .     (2,891)       (3,202)
         Treasury stock. . . . . . . . . . . . . .     (1,060)       (1,164)
            Total stockholders' investment . . . .    142,727       138,650

                                                     $222,562      $220,232
</TABLE>

<PAGE>   4
<TABLE>
      

                       PRODUCTION OPERATORS CORP AND SUBSIDIARY
                            CONSOLIDATED INCOME STATEMENTS
                FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
                  (UNAUDITED-000'S OMITTED EXCEPT PER SHARE AMOUNTS)


<CAPTION>
                                                         Three Months Ended
                                                            December 31    
                                                         1995        1994 
     <S>                                               <C>         <C>
     Net revenues from sales and services          
      and other income . . . . . . . . . . . . . .     $22,124     $16,810

     Costs and expenses: 
       Cost of sales and services. . . . . . . . .       9,769       7,860
       Depreciation and amortization . . . . . . .       3,727       2,542
       General and administrative expenses . . . .       1,806       1,544
       Interest and debt expenses. . . . . . . . .         588         (56)
                                                        15,890      11,890
     Income before income taxes. . . . . . . . . .       6,234       4,920
     Provision for income taxes. . . . . . . . . .       2,177       1,753
     Income from continuing operations . . . . . .       4,057       3,167
     Loss from discontinued operations . . . . . .          --         (89)

     Net income. . . . . . . . . . . . . . . . . .     $ 4,057     $ 3,078

     Net income per share: 
      Primary and fully diluted
       Income from continuing operations . . . . .     $   .40     $   .31
       Loss from discontinued operations . . . . .          --        (.01)
       Net income. . . . . . . . . . . . . . . . .     $   .40     $   .30

     Weighted average shares outstanding . . . . .      10,258      10,168

     Dividends per share . . . . . . . . . . . . .     $   .07     $   .06

     Average shares outstanding upon which         
      dividends were accrued . . . . . . . . . . .      10,147      10,078

</TABLE>

<PAGE>   5

<TABLE>
                       PRODUCTION OPERATORS CORP AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
                              (UNAUDITED-000'S OMITTED)

<CAPTION>
                                                            Quarter Ended
                                                             December 31,   
                                                           1995       1994  
     <S>                                                 <C>        <C>
     Cash flows from operating activities:
       Cash received from customers. . . . . . . . . .   $ 19,650   $ 17,062  
       Cash paid to suppliers and employees. . . . . .    (14,235)    (8,625)
       Interest paid . . . . . . . . . . . . . . . . .       (468)      (133)
       Income tax paid . . . . . . . . . . . . . . . .        (15)      (319)
       Interest and dividends received . . . . . . . .        133        203 
       Other income. . . . . . . . . . . . . . . . . .        210        141 
                                                            5,275      8,329

     Cash flows from investing activities: 
       Net additions to property and equipment . . . .     (6,905)   (12,913)
       Proceeds from sale of property and equipment. .      1,830        502 
       Other . . . . . . . . . . . . . . . . . . . . .       (332)      (436)
                                                           (5,407)   (12,847)

     Cash flows from financing activities:  
       Additions to net borrowings on long-term 
        senior notes . . . . . . . . . . . . . . . . .      1,229      4,689
       Dividends paid. . . . . . . . . . . . . . . . .       (710)      (605)
       (Increase) decrease in deferred  
        compensation under Company's ESOP Plan . . . .        311       (290)
       Cash received upon exercise of stock options. .        216         10
       Cash bonus paid upon exercise of stock options.        (49)        (2)
       Repurchases of stock awards . . . . . . . . . .        (32)        (6)
                                                              965      3,796 

     Net increase (decrease) in cash and cash
      equivalents. . . . . . . . . . . . . . . . . . .        833       (722)
     Cash and cash equivalents at beginning of year. .        985      1,037 

     Cash and cash equivalents at end of quarter . . .   $  1,818   $    315

</TABLE>
      
<PAGE>   6
<TABLE>

                       PRODUCTION OPERATORS CORP AND SUBSIDIARY
      RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
                FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
                              (UNAUDITED-000'S OMITTED)

<CAPTION>
                                                            Quarter Ended
                                                             December 31,   
                                                           1995        1994 
     <S>                                                 <C>         <C>
     Net income. . . . . . . . . . . . . . . . . . . . . $ 4,057     $ 3,078 
     Adjustments:  
       Depreciation and amortization . . . . . . . . . .   3,727       3,453 
       Provision for deferred income tax . . . . . . . .   1,529         228 
       Provision for tax benefits on stock option
        exercises and ESOP dividends . . . . . . . . . .      78          11 
       Issuance of stock awards. . . . . . . . . . . . .     206          74 
       Provision for bad debts . . . . . . . . . . . . .       6           6 
       Gain on sale of property and equipment. . . . . .    (972)       (172)
       Increase in receivables . . . . . . . . . . . . .  (1,551)     (2,352)
       Decrease in inventories . . . . . . . . . . . . .   1,759       2,846 
       Increase in prepaid expenses and other. . . . . .    (346)       (547)
       Decrease in long-term receivable and
        other assets . . . . . . . . . . . . . . . . . .     732         428 
       Increase in valuation reserve for                               
        unrealized losses on marketable securities . . .      --         120 
       Increase (decrease) in accounts payable . . . . .  (4,199)      3,022 
       Decrease in accrued liabilities . . . . . . . . .    (306)     (3,013)
       Decrease in current tax benefit . . . . . . . . .     555          --
       Increase in income taxes payable. . . . . . . . .      --       1,147
                                                           1,218       5,251

     Net cash provided by operating activities . . . . . $ 5,275     $ 8,329
             
</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 of $22,124,000 during its fiscal 1996 first
     quarter ended December 31, 1995 as compared to $16,810,000 for the first
     quarter of fiscal 1995.

     Current year first quarter revenues from contract gas handling services
     were $21,736,000, an improvement of $5,149,000 (31%) over the prior year
     first quarter level of $16,587,000.  These results include enhanced oil
     recovery revenues which were reported separately prior to fiscal 1995.
     The Company's fleet of revenue producing compression equipment, including
     operations of customer owned units, averaged 381,000 horsepower for the
     three months ended December 31, 1995, a 28% increase over the previous
     year's same quarter average of 297,000 horsepower.  At its December 31,
     1995 quarter end, the Company had  operating horsepower of 388,000 with a
     backlog of 44,000 horsepower, including client owned units.  Average
     realized prices per horsepower increased 9% for the current fiscal
     quarter as compared to the prior year first quarter primarily due to an
     increase in international operations where the revenue per horsepower is
     higher.  

     As disclosed in the Company's annual report for its most recent fiscal
     year ended September 30, 1995, oil and gas producing activities have been
     classified as discontinued operations. In connection with this
     discontinuance, the Company adopted a plan for exiting the oil and gas
     production business and recorded a fiscal 1995 fourth quarter charge that
     included a writedown of oil and gas properties to their estimated net
     realizable value along with a provision for disposing of these
     operations, less applicable tax benefits. No further activity was
     recorded in the fiscal 1996 first quarter. 

     Other revenues, consisting principally of rents, interest and dividends
     were $388,000 for the fiscal 1996 first quarter as compared to $223,000
     in the fiscal 1995 first quarter.  

     Operating income from contract gas handling services (revenues less cost
     of services and depreciation) was $8,240,000 in the most recent quarter,
     an improvement of $2,055,000 (33%) over the prior year quarter of
     $6,185,000. 

     During the fiscal 1996 first quarter, depreciation expense increased
     $1,185,000 to $3,727,000 as compared to the previous year's same quarter
     due primarily to the increase in horsepower previously noted and a
     waterflood project in Venezuela that is being depreciated substantially
     more rapidly than typical compression equipment due to contract terms
     that include a purchase option. General and administrative expenses
     increased $262,000 (17%) as compared to the prior year quarter due to
     changes in the Company's infrastructure to support the rapid business
     growth, principally in engineering and technical support.  Interest
     expense, net of amounts allocated to discontinued operations, was
     $588,000 in the fiscal 1996 first quarter compared to $(56,000) in the
     comparative prior year period.

     Income tax expense for the fiscal 1996 first quarter was $2,177,000 at an
     average effective tax rate of 35% as compared to $1,753,000 at an average
     effective tax rate of 36% in the prior year's first quarter.

     Liquidity and Capital Resources -  As of December 31, 1995, the Company's
     cash position was $1,818,000 versus $985,000 at the close of the prior
     fiscal year ended September 30, 1995.  The principal sources of cash
     during the fiscal 1996 first quarter were internally generated funds from
     operating activities of $5,275,000, proceeds from the sale of property
     and equipment of $1,830,000 and additional bank borrowings totaling
     $1,229,000.  The primary uses of cash were capital expenditures of
     $6,905,000 and payment of dividends amounting to $710,000.

     Cash and cash equivalents increased $833,000 to $1,818,000 at December
     31, 1995 due to cash collections on the last day of the quarter. 
     Accounts receivable for sales and services increased $6,540,000 to
     $23,032,000 at December 31, 1995 principally due to a slowdown in the
     collection of receivables from Venezuelan operations, increased revenue
     from our international operations, and equipment sales. The slowdown in
     collection of receivables in Venezuela was in large part due to the
     recent monetary problems that country has experienced and subsequent to
     the end of the fiscal 1996 first quarter, payments resumed on a normal
     basis.  Accounts receivable from construction work in progress decreased
     $4,995,000 to $1,840,000 due to completion of a large project in
     Argentina. Inventories of compressor parts and supplies decreased
     $997,000 to $3,855,000 resulting from the timing of purchases as well as
     an effort to minimize inventories. Construction work in progress
     decreased $762,000 to $1,690,000 due to the previously mentioned project
     completion. Current tax benefits totalled $2,230,000, the majority of
     which are related to the discontinuance of the Company's oil and gas
     operations and the related asset writedowns.  Net assets of discontinued
     operations at December 31, 1995 were $8,891,000, unchanged from the
     balance as of September 30, 1995 as no sales of producing properties were
     closed during the first 1996 fiscal quarter.  Accounts payable decreased
     $4,199,000 to $5,768,000 due to the completion of the project in
     Argentina previously noted and the reductions in inventory and the level
     of capital spending that occurred during the quarter.  Management expects
     cash requirements for the remainder of fiscal 1996 to be satisfied from
     cash on hand, cash flow from operations and additional bank borrowings as
     required.

<PAGE>

   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 October 1,
   1995 and December 31, 1995.

   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)



                                   By: D. John Ogren            
                                   D. John Ogren
                                   President



                                   By: John B. Simmons          
                                   John B. Simmons
                                   Principal Financial and              
                                   Accounting Officer


   Date:    February 8, 1996