================================================================================

                       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 Quarter Ended June 30, 1997

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         Commission file number: 1-8094

                           Seagull Energy Corporation
             (Exact name of registrant as specified in its charter)

                Texas                                      74-1764876
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                      Identification No.)

               1001 Fannin, Suite 1700, Houston, Texas 77002-6714
               (Address of principal executive offices) (Zip code)

                                 (713) 951-4700
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                          if changed since last report)

         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 .

         As of August 1,  1997,  63,175,401  shares of Common  Stock,  par value
$0.10 per share, were outstanding.


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<PAGE>



                  SEAGULL ENERGY CORPORATION AND SUBSIDIARIES

                                      INDEX



                                                                          PAGE
Part I.  Financial Information                                           NUMBER

                                                                               
  Item 1.  Unaudited Consolidated Financial Statements

           Consolidated Statements of Operations for the Three and
           Six Months Ended June 30, 1997 and 1996...........................  3

           Consolidated Balance Sheets - June 30, 1997
           and December 31, 1996.............................................  4
                                                  
           Consolidated Statements of Cash Flows for the Six Months
           Ended June 30, 1997 and 1996......................................  5

           Notes to Consolidated Financial Statements........................  6

   Item 2. Management's Discussion and Analysis of Financial Condition
           and Results of Operations......................................... 11

Part II.  Other Information

   Item 4.  Submission of Matters to a Vote of Security Holders ............. 16

   Item 6.  Exhibits and Reports on Form 8-K ................................ 18

Signatures................................................................... 19

                                      -2-

                                    

<PAGE>
Item 1.  UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                   SEAGULL ENERGY CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Amounts in Thousands Except Per Share Data)
                                                    (Unaudited)


<TABLE>
<CAPTION>

                                                        Three Months Ended June 30,     Six Months Ended June 30,
                                                        ---------------------------    ----------------------------
                                                           1997           1996             1997           1996
                                                        ------------   ------------    -------------  -------------
                                                                         Restated                       Restated
<S>                                                     <C>            <C>             <C>            <C>    
Revenues:
  Oil and gas operations...................              $  105,406         96,586     $  230,410     $    197,731
  Alaska transmission and distribution.....                  16,774         15,703         51,343           51,133
                                                        ------------   ------------    -------------  -------------
                                                            122,180        112,289        281,753          248,864
Costs of Operations:
  Operations and maintenance...............                  41,005         35,727         83,876           70,062
  Alaska transmission and distribution
    cost of gas sold.......................                   7,244          6,257         23,966           22,457
  Exploration charges......................                   7,346         13,732         16,299           20,462
  Depreciation, depletion and amortization.                  45,661         38,323         87,772           76,529
  General and administrative...............                   3,113          4,634          5,423            8,363
                                                        ------------   ------------    -------------  -------------
                                                            104,369         98,673        217,336          197,873
                                                        ------------   ------------    -------------  -------------

Operating Profit...........................                  17,811         13,616         64,417           50,991

Other (Income) Expense:
  Interest expense.........................                   9,585         11,237         19,995           22,683
  Interest income and other................                    (215)          (764)          (913)          (1,919)
                                                        ------------   ------------    -------------  -------------
                                                              9,370         10,473         19,082           20,764
                                                        ------------   ------------    -------------  -------------

Income Before Income Taxes.................                   8,441          3,143         45,335           30,227

Income Tax Expense.........................                   5,820          6,077         25,460           14,849
                                                        ------------   ------------    -------------  -------------

Net Income (Loss)..........................              $    2,621    $    (2,934)     $  19,875     $     15,378
                                                        ============   ============    =============  =============

Earnings (Loss) Per Share..................              $     0.04    $     (0.05)     $    0.31     $       0.24
                                                        ============   ============    =============  =============

Weighted Average Number of Common
  Shares Outstanding.......................                  63,961         62,592         64,028           63,160
                                                        ============   ============    =============  =============

</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                       -3-

<PAGE>
                   SEAGULL ENERGY CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
             (Amounts in Thousands Except Share and Per Share Data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                       June 30,       December 31,
                                                                                         1997             1996                      
                                                                                     --------------   -------------
    <S>                                                                              <C>              <C> 

    ASSETS
      Current Assets:
        Cash and cash equivalents...............................                      $    29,465     $     15,284
        Accounts receivable, net................................                          149,346          193,659
        Inventories.............................................                           13,638           12,285
        Prepaid expenses and other..............................                           15,271            6,389
                                                                                     --------------   -------------
          Total Current Assets..................................                          207,720          227,617

      Property, Plant and Equipment - at cost...................                        2,177,335        2,049,356
      Accumulated Depreciation, Depletion and Amortization......                          890,298          804,715
                                                                                     --------------   -------------
                                                                                        1,287,037        1,244,641

      Other Assets..............................................                           43,011           42,805
                                                                                     --------------   -------------

      Total Assets..............................................                      $ 1,537,768     $  1,515,063
                                                                                     ==============   =============


    LIABILITIES AND SHAREHOLDERS' EQUITY
      Current Liabilities:
        Accounts and note payable...............................                      $   158,140     $    166,775
        Accrued expenses........................................                           45,028           57,368
        Current maturities of long-term debt....................                            7,247            7,227
                                                                                     --------------   -------------
          Total Current Liabilities.............................                          210,415          231,370

      Long-Term Debt............................................                          588,752          573,455
      Other Noncurrent Liabilities..............................                           60,348           65,428
      Deferred Income Taxes.....................................                           42,154           31,021

      Redeemable Bearer Shares..................................                           15,837           16,059

      Commitments and Contingencies.............................                                -                -

      Shareholders' Equity:
        Common Stock, $.10 par value; authorized
         100,000,000 shares; issued 63,428,219 shares (1997)
         and 63,073,287 shares (1996)...........................                            6,343            6,307
        Additional paid-in capital..............................                          486,594          483,118
        Retained earnings.......................................                          135,680          115,805
        Foreign currency translation adjustment.................                             (804)              51
        Less - note receivable from employee stock
         ownership plan.........................................                           (4,284)         (4,284)
        Less - 361,314 shares of Common Stock
         held in Treasury, at cost..............................                           (3,267)         (3,267)
                                                                                     --------------   -------------

          Total Shareholders' Equity............................                          620,262          597,730
                                                                                     --------------   -------------

      Total Liabilities and Shareholders' Equity................                      $ 1,537,768     $  1,515,063
                                                                                     ==============   =============
</TABLE>

    See accompanying Notes to Consolidated Financial Statements.




                                       -4-
<PAGE>

                   SEAGULL ENERGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                              Six Months Ended
                                                                                  June 30,
                                                                             ---------------------
                                                                               1997       1996
                                                                             ---------  ----------
<S>                                                                          <C>        <C>    

Operating Activities:
  Net income...................................................              $  19,875  $  15,378
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation, depletion and amortization...................                 87,772     76,529
    Amortization of deferred financing costs...................                  1,215      1,755
    Deferred income taxes......................................                 11,336      5,683
    Dry hole expense...........................................                  3,401      9,308
    Other......................................................                    350         94
                                                                             ----------   --------
                                                                               123,949    108,747
    Changes in operating assets and
     liabilities, net of acquisitions:
      Decrease in short-term investments.......................                      -      5,011
      Decrease in accounts receivable..........................                 44,096     10,765
      Decrease (Increase) in inventories, prepaid
       expenses and other......................................                 (9,685)     5,779
      Decrease in accounts and note payable....................                (16,688)    (4,011)
      Decrease in accrued expenses and other...................                (15,678)      (904)
                                                                             ----------  ---------

         Net Cash Provided By Operating Activities.............                125,994    125,387

Investing Activities:
  Capital expenditures.........................................               (137,348)   (75,268)
  Acquisitions, net of cash acquired...........................                   (821)   (25,669)
  Proceeds from sales of property, plant and equipment.........                  1,156      1,082
                                                                             ----------  ---------

         Net Cash Used In Investing Activities.................               (137,013)   (99,855)

Financing Activities:
  Proceeds from debt...........................................                368,003    135,560
  Principal Payments on debt...................................               (344,007)  (153,132)
  Proceeds from sales of common stock..........................                  2,798      3,848
  Other........................................................                 (1,530)    (2,218)
                                                                             ----------  ---------

         Net Cash Provided By (Used In) Financing Activities...                 25,264    (15,942)

Effect of exchange rate changes on Cash........................                    (64)       138
                                                                             ----------  ---------

         Increase In Cash And Cash Equivalents.................                 14,181      9,728

Cash And Cash Equivalents At Beginning Of Period...............                 15,284     21,477
                                                                             ----------  ---------

 Cash And Cash Equivalents At End Of Period...................              $   29,465   $ 31,205                                  
                                                                            ===========  =========
 
</TABLE>


See accompanying Notes to Consolidated Financial Statements. 

                                       -5-
<PAGE>


                   SEAGULL ENERGY CORPORATION AND SUBSIDIARIES
                        
                   Notes To Consolidated Financial Statements
                                   (Unaudited)

Note 1.  Presentation of Financial Information

         Merger with Global  Natural  Resources  Inc. -- On October 3, 1996, the
shareholders of Seagull Energy  Corporation and  Subsidiaries  (the "Company" or
"Seagull") and Global Natural Resources Inc.  ("Global")  approved a merger of a
wholly owned subsidiary of Seagull into Global (the "Global  Merger").  Pursuant
to the Global Merger,  each share of Global common stock was converted into 0.88
shares of Seagull common stock with  approximately 26.3 million shares issued to
the shareholders of Global.  The Global Merger was accounted for as a pooling of
interests.  Accordingly, the financial statements for 1996 have been restated to
combine the results of Seagull and Global.

         In the opinion of  management,  the  unaudited  consolidated  financial
statements presented herein contain all adjustments  necessary to present fairly
the  financial  position of Seagull as of June 30, 1997,  and the results of its
operations  and cash flows for the three and six months  ended June 30, 1997 and
1996. All adjustments  made are of a normal,  recurring  nature.  The results of
operations  for the three and six months  ended  June 30, 1997  and 1996 are not
necessarily indicative of the results to be expected for the full year.

         The  financial   information   presented   herein  should  be  read  in
conjunction with the consolidated financial statements and notes included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996.

         Certain   reclassifications  have  been  made  to  the  1996  financial
information to conform to the presentation used in 1997.  

         Derivative  Financial  Instruments -- The Company enters into a variety
of commodity  derivative financial  instruments (futures contracts,  price swaps
and  options)  only for  non-trading  purposes  as a hedging  strategy to manage
commodity  prices  associated with oil and gas sales and to reduce the impact of
price  fluctuations.  To qualify as a hedge, these instruments must correlate to
anticipated future production such that the Company's exposure to the effects of
price  changes is  reduced.  The Company  uses the hedge or  deferral  method of
accounting for these instruments and, as a result, gains and losses on commodity
derivative financial  instruments are generally offset by similar changes in the
realized  prices of the  commodities.  Income and costs related to these hedging
activities  are  recognized  in oil and gas revenues  when the  commodities  are
produced.  Any realized  income and costs that are deferred at the balance sheet
date and any margin  accounts for futures  contracts are included as net current
assets. While commodity derivative financial  instruments are intended to reduce
the  Company's  exposure to declines in the market price of oil and natural gas,
the commodity derivative financial instruments may limit the Company's gain from
increases in those market prices.

         The Company  recorded as a reduction of revenues  $7.7 million and $7.3
million  related to commodity  hedging  activities for the six months ended June
30, 1997 and 1996, respectively, and as a reduction of revenues $0.2 million and
$3.8  million  for the  second  quarter  of 1997 and 1996,  respectively.  While
substantially all commodity hedges for equity production were settled by

                                       -6-
 <PAGE>
                   SEAGULL ENERGY CORPORATION AND SUBSIDIARIES
                        
                   Notes To Consolidated Financial Statements
                                   (Unaudited)

March 31, 1997,  the Company has commodity  hedges in place as required by the
monetary  production  payment  (related to the 1995 sale of the Company's
Section 29 tax  credit-bearing  properties)  for  approximately  12 MMcf per day
through December 1998.

         From time to time,  the  Company has entered  into  interest  rate swap
agreements to manage the impact of changes in interest rates.  The  differential
interest  to be paid or  received  is accrued as  interest  rates  change and is
recognized  over the life of the agreements as a component of interest  expense.
Currently, Seagull has no open interest rate swap agreements.

         Accounting Pronouncements -- In February 1997, the Financial Accounting
Standards Board (the "FASB")issued Statement of Financial  Accounting Standards
("SFAS") No. 128, Earnings per Share. This statement  establishes  standards for
computing and  presenting  earnings per share and requires,  among other things,
dual  presentation  of basic and diluted  earnings  per share on the face of the
statement of operations. The statement is effective for financial statements for
periods  ending after  December 15, 1997. The Company will adopt SFAS No. 128 by
December 31, 1997 and does not expect the adoption to have a material  impact on
its calculation of earnings per share.

         The following  represents the pro forma effect on earnings per share as
though SFAS No. 128 were adopted effective January 1, 1997:

                                            EARNINGS PER SHARE (UNAUDITED)

(Amounts in Thousands Except Per Share Data)
<TABLE>
<CAPTION>
                                                           Three Months Ended               Six Months Ended
                                                                June 30,                        June 30,
                                                      ------------------------------   -----------------------------
                                                          1997             1996            1997           1996
                                                      --------------   -------------   -------------  --------------
<S>                                                   <C>              <C>             <C>            <C>   
                                                                          Restated                       Restated
Net income (loss)................................        $ 2,621          $(2,934)        $19,875        $15,378

As Reported:
  Earnings (loss) per share .....................        $  0.04          $ (0.05)        $  0.31        $  0.24
  Weighted average number of common
    shares outstanding...........................         63,961           62,592          64,028         63,160

Pro Forma:
  Earnings (loss) per share:
      Basic......................................        $  0.04          $ (0.05)        $  0.32        $  0.25
      Diluted....................................        $  0.04          $ (0.05)        $  0.31        $  0.24

  Weighted average number of common
    shares outstanding:
      Basic......................................         63,007           62,627          62,897         62,488
      Diluted....................................         64,295           62,627          64,423         64,602

  
</TABLE>
                                       -7-
<PAGE>
                   SEAGULL ENERGY CORPORATION AND SUBSIDIARIES
                        
                   Notes To Consolidated Financial Statements
                                   (Unaudited)

         In June 1997,  the FASB issued SFAS No.  130,  Reporting  Comprehensive
Income.  This  statement  establishes  standards  for  reporting  and display of
comprehensive  income and its components in a full set of financial  statements.
Comprehensive  income  includes  all changes in a company's  equity,  including,
among other things, foreign currency translation  adjustments,  notes receivable
from  employee  stock  ownership  plans and deferred  gains  (losses) on hedging
activities.  In June 1997, the FASB also issued SFAS No. 131,  Disclosures about
Segments of an Enterprise and Related  Information.  This statement  establishes
standards for reporting information about operating segments in annual financial
statements  and requires that  enterprises  report  selected  information  about
operating  segments in interim  reports  issued to  shareholders.  Both of these
statements are effective for financial  statements for periods  beginning  after
December  15,  1997.  As both  SFAS  No.  130 and 131  establish  standards  for
reporting  and  display,  the  Company  does not  expect the  adoption  of these
statements to have a material  impact on its  financial  condition or results of
operations.
                                     
Note 2.  Supplemental Disclosures of Cash Flow Information

<TABLE>
<CAPTION>

                                                                             Six Months Ended June 30,
                                                                 ----------------------- ---- ----------------------
(Amounts in Thousands)                                                    1997                        1996
                                                                 -----------------------      ----------------------
<S>                                                              <C>                          <C> 
Cash paid during the period for:                                                                    Restated
  Interest, net of amount capitalized.................................   $20,913                      $21,528
  Income taxes........................................................   $13,377                      $ 9,481
</TABLE>




Note 3.  Long-Term Debt

         On June 17,  1997,  the  Company  amended  and  restated  its U.S.  and
Canadian  revolving credit facilities (the "Credit  Facilities") to increase the
"Borrowing Base" from $550 million to $650 million, extend the maturity  date
from December 31, 2002 to May 31, 2004 and reduce stated  interest rate margins.
At June 30, 1997, the maximum  commitment  under the Credit  Facilities was $550
million with  immediately  available unused  commitments of  approximately  $250
million.  The Credit  Facilities bear interest,  at Seagull's option, at various
market-sensitive  rates plus an applicable margin or a competitive bid rate. The
amount of senior  indebtedness  the  Company  is  permitted  to incur  under the
provisions of the Credit  Facilities  is subject to a "Borrowing Base"  based on
the proved  reserves of the  Company's  Oil and Gas  Operations  segment and the
financial performance of the Company's other business segments.

                                      -8-

<PAGE>
                   SEAGULL ENERGY CORPORATION AND SUBSIDIARIES
                        
                   Notes To Consolidated Financial Statements
                                   (Unaudited)

Note 4. Canadian Properties

         In June 1997, the Company  announced that it had retained an investment
banking firm to assist the Company in exploring strategic alternatives regarding
its Canadian  operating  subsidiary,  Seagull  Energy  Canada Ltd. The Company's
Canadian  operations  contributed $18.4 million and $15.9 million in revenue and
$2.3 million and $(2.3) million in income (loss) before taxes for the six months
ended June 30, 1997 and 1996,  respectively.  At June 30,  1997,  the  Company's
Canadian operations had assets less associated liabilities of $104 million.

Note 5.  Commitments and Contingencies

         Royalty  Litigation --  Increasingly,  royalty owners under oil and gas
leases are challenging valuation methodology and post-production deductions used
by producers. These cases have arisen because of the manner in which oil and gas
producers  such as Seagull have begun to provide  services  that had  previously
been provided by the interstate gas pipelines  prior to the  "unbundling" of gas
services.  For example,  in 1996, Seagull was sued in Anne K. Barnaby, et al. v.
Seagull  Mid-South,  Inc. This case is pending in state court of Latimer County,
Oklahoma.  In this case, the plaintiffs seek additional royalties based upon the
deduction  by  Seagull  of  post-production  costs,  such as  those  related  to
gathering,  compression,  dehydration and treating. In addition,  the plaintiffs
have  questioned  the sales  price used by  Seagull  as a basis for  calculating
royalty  to  the  extent  that  sales  were  made  to  Seagull's  gas  marketing
subsidiary.  While Seagull  intends to vigorously  defend this case, the Company
cannot predict the outcome of these matters.

         NorAm  Litigation  -- Seagull  also was sued in NorAm Gas  Transmission
Co., et al. v. Seagull Mid-South, Inc. The case relates to Seagull's termination
of a 1956  gas  contract  which  provided  for the sale of gas by  Seagull  from
certain  wells in the Aetna Field in Arkansas for  approximately  $0.16 per Mcf.
NorAm Gas Transmission  ("NorAm") has sought a declaratory judgment that the gas
contract  remains in effect with respect to these wells or, in the  alternative,
money damages. Since the termination by Seagull of the gas contract, Seagull has
been selling the gas in question on the spot market.  Seagull  believes  that it
had reasonable grounds for terminating the gas contract. NorAm has also sought a
declaratory  judgment to the effect that certain  additional  wells in the Aetna
Field (including any new wells) would be subject to the $0.16 per Mcf price (the
"Additional  Well Claim").  If NorAm were  successful  with the Additional  Well
Claim,  Seagull's  operations in the Aetna Field would be materially affected in
an adverse  manner.  The current  estimate of  potential  loss in these  matters
ranges  from  zero to $91  million  plus  attorneys'  fees.  The  NorAm  case is
currently  scheduled for trial in late 1997 in District  Court in Harris County,
Texas.  While Seagull intends to vigorously defend this case, the Company cannot
determine the outcome of this case.

      
         Gulf Coast Vacuum Site -- In 1993, the Environmental  Protection Agency
("EPA")  notified the Company that a subsidiary  was a  potentially  responsible
party ("PRP") at the Gulf Coast Vacuum Services  Superfund Site  the "GCV Site")
in Vermilion Parish,  Louisiana.  Based upon the Company's investigation of this

                                       -9-

<PAGE>

                   SEAGULL ENERGY CORPORATION AND SUBSIDIARIES
                        
                   Notes To Consolidated Financial Statements
                                   (Unaudited)

claim, the Company believes that the basis for its alleged liability is a series
of  transactions  between the Company's  subsidiary and the operator of the GCV
Site that  occurred  during 1979 and 1980.  While the EPA's cleanup cost
estimate of the GCV Site is in the range of  $17 million,  the Company  believes
that its  liability  is  unlikely to be  material  to its  financial  condition,
results of  operations  or cash flows because of the large number of PRPs at the
GCV Site and the relative  amount of  contamination,  if any, that may have been
caused at the GCV Site by the disposal of wastes by the Company  during 1979 and
1980.

         Caddo  Natural  Gas Company  Site -- The  Company  was  notified by the
Louisiana Department of Environmental Quality on March 20, 1996, that one of the
Company's wholly owned  subsidiaries is a PRP in a state Superfund site known as
the Caddo  Natural Gas Company  Site.  This site is reported to be  contaminated
with low levels of PCB, an additive used in lubricating oils prior to the 1980s.
During the first  quarter of 1997,  the Company  signed a  settlement  agreement
whereby  Seagull  would pay a portion of the cleanup costs for the Caddo Natural
Gas  Company  Site.  Seagull's  share of the  cleanup  costs is  expected  to be
approximately $150,000.                             

         Comstock  Mill  Site  --  On  February  21,  1996,  the  United  States
Department  of  Interior  Bureau  of Land  Management  ("BLM")  sent a letter to
Houston  Oil & Minerals  Corporation  ("HO&M"),  a wholly  owned  subsidiary  of
Seagull, requesting HO&M to prepare and submit a plan for sampling and analyzing
groundwater at a former mining operation located near Virginia City, Nevada (the
"Comstock Mill Site"). The basis for the BLM's request was the alleged operation
of the  Comstock  Mill  Site by HO&M  between  1978  and  1982.  Pursuant  to an
indemnity  provision in the stock purchase  agreement by which Seagull  acquired
HO&M in 1988 (the "HO&M Purchase Agreement"),  Seagull tendered the BLM's letter
to Tenneco Inc.  ("Tenneco")  with a demand for  indemnity  and notified the BLM
that Tenneco would respond to the BLM letter on behalf of HO&M. The BLM has also
indicated   that  Tenneco  and  HO&M  might  be  required  to  address   cyanide
contamination of groundwater at the Comstock Mill Site by separate action of the
Nevada Division of Environmental Protection. Seagull believes that any liability
associated with the Comstock Mill Site is the  responsibility  of Tenneco or its
successors in liability pursuant to the HO&M Purchase Agreement.

         Other -- The  Company  is a party to other  ongoing  litigation  in the
normal course of business.  Management  regularly  analyzes current  information
and, as necessary,  provides  accruals for probable  liabilities on the eventual
disposition of these matters. While the outcome of lawsuits or other proceedings
against the Company cannot be predicted with certainty, management believes that
the effect on its financial condition,  results of operations and cash flows, if
any, will not be material.

  
                                      -10-

<PAGE>

  
                   SEAGULL ENERGY CORPORATION AND SUBSIDIARIES

Item 2.  Managements Discussion and Analysis of Financial Condition and
         Results of Operations

         The following  discussion is intended to assist in an  understanding of
the  Company's  financial  position  and results of  operations  for each of the
periods indicated. The Company's accompanying unaudited financial statements and
the notes thereto and the consolidated  financial  statements and notes included
in the Company's Annual Report on Form 10-K for the year ended December 31, 1996
contain detailed  information that should be referred to in conjunction with the
following discussion.

                              RESULTS OF OPERATIONS

                             CONSOLIDATED HIGHLIGHTS
(Amounts in Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
                                                         Three Months Ended                 Six Months Ended
                                                              June 30,                          June 30,
                                                   -------------------------------    ------------------------------
                                                       1997              1996             1997            1996
                                                   --------------    -------------    -------------   --------------
<S>                                                <C>               <C>              <C>             <C>    
Revenues:                                                              Restated                         Restated
  Oil and gas operations.........................    $105,406          $ 96,586         $230,410         $197,731
  Alaska transmission and distribution...........      16,774            15,703           51,343           51,133
                                                   --------------    -------------    -------------   --------------
                                                     $122,180          $112,289         $281,753         $248,864
                                                   ==============    =============    =============   ==============

Operating Profit:
  Oil and gas operations.........................    $ 19,681          $ 16,721         $ 58,760         $ 46,599
  Alaska transmission and distribution...........       1,971             2,023           12,437           13,767
  Corporate......................................      (3,841)           (5,128)          (6,780)          (9,375)
                                                   --------------    -------------    -------------   --------------
                                                    $  17,811          $ 13,616         $ 64,417         $ 50,991
                                                   ==============    =============    =============   ==============
                                                    
Net income (loss)................................    $  2,621          $ (2,934)        $ 19,875         $ 15,378
Earnings (loss) per share........................    $   0.04          $  (0.05)        $   0.31         $   0.24
Weighted average number of common
  shares outstanding.............................      63,961            62,592           64,028           63,160
Net cash provided by operating
  activities before changes in
  operating assets and liabilities...............    $ 50,836          $ 46,209         $123,949         $108,747
Net cash provided by operating
  activities.....................................    $ 52,479          $ 73,254         $125,994         $125,387


</TABLE>

        
         Net income  increased $5.6 million and $4.5 million,  respectively  for
the three and six  months  ended June 30,  1997  versus  the prior  year.  These
increases were primarily due to the increase in operating profit and decrease in
interest  expense,  which were partially  offset by an increase in income taxes.
The increase in operating  profit was primarily due to significant  increases in
international  oil  production and decreases in dry hole expense and general and
administrative  expense.  The six months ended June 30, 1997 also  benefits from
increases in domestic and Canadian natural gas prices.



                                      -11-
<PAGE>

                   SEAGULL ENERGY CORPORATION AND SUBSIDIARIES

Item 2.  Managements Discussion and Analysis of Financial Condition and
         Results of Operations

                             OIL AND GAS OPERATIONS

(Amounts in Thousands)
<TABLE>
<CAPTION>
  
                                                  Three Months Ended                     Six Months Ended
                                                        June 30,                              June 30,
                                            ----------------------------------    ----------------------------------
                                                 1997               1996               1997                1996
                                            ---------------    ---------------    ---------------    ---------------
<S>                                         <C>                <C>                 <C>                <C>    
Revenues:                                                         Restated                               Restated
  Natural gas.............................      $ 68,219            $73,158           $153,719            $145,826
  Oil and NGL.............................        32,411             17,559             63,234              34,444
  Pipeline and marketing..................         4,776              5,869             13,457              17,461
                                            ---------------    ---------------    ---------------    ---------------
                                                 105,406             96,586            230,410             197,731
                                            ---------------    ---------------    ---------------    ---------------

E&P operating expenses....................        29,241             24,529             59,124              47,984
Pipeline and marketing
  expenses................................         6,289              5,813             13,980              11,251
Exploration charges.......................         7,346             13,732             16,299              20,462
Depreciation, depletion and
  amortization............................        42,849             35,791             82,247              71,435
                                            ---------------    --------------     ---------------    ---------------
  Operating profit........................      $ 19,681            $16,721           $ 58,760            $ 46,599
                                            ===============    ===============    ===============    ===============

</TABLE>


         With the  purchase  of two  Egyptian  concessions  from  units of Exxon
Corporation  (the "Esso Suez  Acquisition")  in September  1996, and the October
1996 merger with Global Natural Resources Inc., Seagull's operations gained both
a significant  international  component  and an increase in oil  production as a
percentage of the total production.  The $3 million and $12 million increases in
the  operating  profit of the Oil and Gas  Operations  ("O&G")  segment  for the
second quarter and the first half of 1997, respectively, were principally due to
the  resulting  five-fold  increase in oil  production  in Egypt.  Increases  in
Egyptian oil  production  accounted for just over $13 million and $23 million of
the total increase in revenue for the second quarter and the six months of 1997,
respectively,  as Seagull realized  contributions from the East Zeit concession,
one of two concessions purchased in the Esso Suez Acquisition, and as additional
production facilities became operational at the Company's Qarun concession.  The
six months  ended June 30, 1997 also  benefited  from a 12% increase in domestic
natural gas prices.

         The domestic  natural gas price increase from $2.07 per Mcf for the six
months ended June 30, 1996 to $2.32 per Mcf for the first half of 1997 accounted
for  approximately  $16 million of the overall  increase in natural gas revenue.
Additionally, the $0.44 per Mcf increase in Canadian natural gas prices over the
same period  accounted for  approximately  $4 million of the overall increase in
revenue.  Ultimately,  U.S. and Canadian natural gas revenues  increased only $7
million for the first half of 1997 as the increase  related to higher prices was
partially  offset by lower production and Canadian  royalties  increasing in
tandem with prices.  This lower  production was principally the result of normal
production  declines  from  developed  properties  combined  with the  impact of
substantially  lower  development  expenditures  in late  1994  and all of 1995.
Natural gas revenues  decreased  $5 million  from the second  quarter of 1996 to
1997 primarily as a result of lower domestic gas prices and lower production due
to the reasons discussed above.

                                      -12-
 
<PAGE>

                   SEAGULL ENERGY CORPORATION AND SUBSIDIARIES

Item 2.  Managements Discussion and Analysis of Financial Condition and
         Results of Operations

         The Company  recorded as a reduction of revenues  $7.7 million and $7.3
million  related to commodity  hedging  activities for the six months ended June
30, 1997 and 1996, respectively, and as a reduction of revenues $0.2 million and
$3.8  million  for the  second  quarter  of 1997 and 1996,  respectively.  While
substantially  all commodity hedges for equity  production were settled by March
31, 1997, the Company has commodity  hedges in place as required by the monetary
production  payment  (related to the 1995 sale of the  Company's  Section 29 tax
credit-bearing  properties) for  approximately  12 MMcf per day through December
1998.


                    EXPLORATION AND PRODUCTION OPERATING DATA
(Amounts in thousands except per unit data)

<TABLE>
<CAPTION>
  
                                                              Three Months Ended June 30,
                            ------------------------------------------------------------------------------------------------
                                      Revenues                   Net Daily Production                  Unit Price
                               1997            1996               1997            1996             1997             1996
                            ------------    -------------     ------------    -------------     ------------    -------------
                                              Restated                           Restated                          Restated       
<S>                         <C>             <C>               <C>             <C>               <C>             <C>

Gas Sales (1):
  Domestic............        $57,696         $63,339             310.7            327.8           2.04              2.12
  Canada .............          6,217           5,818              51.1             53.1           1.34              1.20
  Cote d'Ivoire.......            922             720               5.7              4.6           1.78              1.70
  Indonesia...........          3,365           3,281              10.3             10.8           3.58              3.33
  Other  .............             19               -               0.2                -           0.99                 -
                            ------------    -------------     ------------    -------------     ------------     ------------
                              $68,219         $73,158             378.0            396.3           1.98              2.03
                            ============    =============     ============    =============     ============     ============

  Oil and NGL Sales(2):
  Domestic............        $ 8,181         $ 7,029             5,085            4,180          17.68             18.48
  Canada .............          1,134           1,297               857              975          14.54             14.62
  Egypt...............         14,610           2,869             9,241            1,634          17.37             19.30
  Cote d'Ivoire.......          2,084           2,248             1,264            1,376          18.12             17.95
  Tatarstan...........          6,081           3,861             5,139            2,884          13.00             14.71
  Indonesia...........            298             249               149              145          22.00             18.90
  Other  .............             23               6                16                5          16.02             11.74
                           ------------    -------------     ------------    -------------     -----------     -------------
                              $32,411         $17,559            21,751           11,199          16.37             17.23
                           ============    =============     ============    =============     ===========     =============

</TABLE>

(1) Net Daily Production in MMcf per day; Unit Price in $ per Mcf. 
(2) Net Daily Production in Bbl per day; Unit Price in $ per Bbl.

                                      -13-

<PAGE>

                  SEAGULL ENERGY CORPORATION AND SUBSIDIARIES

Item 2.  Managements Discussion and Analysis of Financial Condition and
         Results of Operations


                    EXPLORATION AND PRODUCTION OPERATING DATA

(Amounts in thousands except per unit data)
<TABLE>
<CAPTION>

                                                                      Six Months Ended June 30,
                           ------------------------------------------------------------------------------------------------
                                      Revenues                     Net Daily Production                 Unit Price
                               1997              1996              1997            1996            1997           1996
                           -------------    ---------------    -----------    -------------     ----------     -------------
                                               Restated                          Restated                        Restated
<S>                        <C>              <C>                <C>            <C>               <C>            <C>

Gas Sales (1):
  Domestic............        $128,569          $123,924           306.7           328.7           2.32              2.07
  Canada .............          15,707            13,188            49.6            55.4           1.75              1.31
  Cote d'Ivoire.......           1,745             1,415             5.3             4.5           1.83              1.71
  Indonesia...........           7,659             7,299            12.0            12.1           3.53              3.30
  Other  .............              39                 -             0.2               -           1.00                 -
                           -------------    ---------------    -----------    -------------     ----------     -------------
                              $153,719          $145,826           373.8           400.7           2.28              2.00
                           =============    ===============    ===========    =============     ==========     =============

  Oil and NGL Sales(2):
  Domestic............        $ 15,043          $ 14,215           4,383           4,447          18.96             17.57
  Canada .............           2,677             2,670             867             979          17.06             14.98
  Egypt...............          28,588             4,957           8,555           1,432          18.46             19.01
  Cote d'Ivoire.......           4,847             5,060           1,356           1,504          19.75             18.49
  Tatarstan...........          11,264             7,066           4,281           2,795          14.54             13.89
  Indonesia...........             764               461             203             134          20.75             18.83
  Other  .............              51                15              16               7          17.71             12.77
                           -------------    ---------------    -----------    -------------     ----------     -------------
                              $ 63,234          $ 34,444          19,661          11,298          17.77             16.75
                           =============    ===============    ===========    =============     ==========     =============

</TABLE>

(1) Net Daily Production in MMcf per day; Unit Price in $ per Mcf. 
(2) Net Daily Production in Bbl per day; Unit Price in $ per Bbl.

         E&P operating  expenses per BOE  increased for the second  quarter from
$3.49 in 1996 to $3.79 in 1997 and from $3.38 for the six months  ended June 30,
1996 to $3.99 in 1997 as a result of (i) increased domestic  production taxes as
natural gas prices increased,  (ii) increased  domestic workover  expenses,  and
(iii) higher  average  operating  costs per BOE at the East Zeit  concession  as
compared to the Company's other operations.

         Exploration  charges  decreased 47% and 20% for the quarter and the six
months ended June 30, 1997,  respectively,  principally  due to decreases in dry
hole costs of approximately $5.4 million and $5.9 million, respectively.

         The increase in E&P depreciation,  depletion and amortization  ("DD&A")
expense of $0.53 per BOE for the first half of 1997  combined  with the increase
in Egyptian  production to produce 20% and 16% increases in DD&A expense for the
O&G segment for the three and six months  ended June 30, 1997,  respectively.  A
change in the mix of the  properties  being produced  domestically  and a higher
DD&A  rate for the East Zeit  concession  as  compared  to the  Company's  other
operations  were the primary  factors  involved in the increase in the DD&A rate
per equivalent unit of production.



                                      -14-

<PAGE>
                   SEAGULL ENERGY CORPORATION AND SUBSIDIARIES

Item 2.  Managements Discussion and Analysis of Financial Condition and
         Results of Operations

                      ALASKA TRANSMISSION AND DISTRIBUTION
(Amounts in Thousand Except Per Unit Data)

<TABLE>
<CAPTION>
                                                          Three Months Ended                Six Months Ended
                                                               June 30,                         June 30,
                                                     -----------------------------     -----------------------------
                                                        1997            1996              1997             1996
                                                     ------------    -------------     ------------    -------------
<S>                                                  <C>             <C>               <C>             <C>

Revenues..........................................       $16,774        $15,703            $51,343         $51,133
Cost of gas sold..................................         7,244          6,257             23,966          22,457
                                                     ------------    -------------     ------------    -------------
  Gross margin....................................         9,530          9,446             27,377          28,676
Operations and maintenance expense................         5,475          5,385             10,772          10,827
Depreciation, depletion and amortization..........         2,084          2,038              4,168           4,082
                                                     ------------    -------------     ------------    -------------
  Operating profit................................        $1,971        $ 2,023            $12,437         $13,767
                                                     ============    =============     ============    =============

OPERATING DATA:
  Degree days (1).................................         1,571          1,470              5,291           5,823
  Volumes (Bcf):
    Gas sold......................................           3.8            4.0               12.6            14.4
    Gas transported...............................           4.9            4.6               11.2             9.9
                                                     ------------    -------------     ------------    -------------
    Combined......................................           8.7            8.6               23.8            24.3
                                                     ============    =============     ============    =============

  Margins ($ per Mcf):
    Gas sold......................................          1.86           1.84               1.71            1.68
    Gas transported...............................          0.50           0.45               0.51            0.47
    Combined......................................          1.09           1.10               1.15            1.18

</TABLE>

(1) A measure of weather  severity  calculated by subtracting  the mean 
temperature for each day from 650 degrees fahrenheit. More degree days equate to
colder weather.

         Operating profit of the Alaska  transmission  and distribution  segment
(ENSTAR  Natural Gas  Company,  a division of the Company,  and Alaska  Pipeline
Company, a wholly owned subsidiary,  (collectively referred to herein as "ENSTAR
Alaska"))  for the six months ended June 30, 1997  decreased  slightly  from the
1996 period  primarily as a result of lower volumes due to warmer weather in the
utility's service area and a slight decrease in ENSTAR Alaska's combined margin.

         This  segment's  business is  seasonal  with  approximately  65% of its
revenues earned in the first and fourth quarters of each year.


                                      OTHER

         General and  administrative  expenses  decreased for both the three and
six  months  ended  June  30,  1997  in  comparison  to  1996  primarily  due to
efficiencies  being  realized  from the  Global  Merger and  decreased  expenses
associated with  compensation  plans that are tied directly to the closing price
of Seagull's common stock. The Company's effective tax rate increased from 

                                      -15-
<PAGE>
                  SEAGULL ENERGY CORPORATION AND SUBSIDIARIES

Item 2.  Managements Discussion and Analysis of Financial Condition and
         Results of Operations

49.1% for the first half of 1996 to 56.2% for the first half of 1997  primarily
due to the  higher  effective  tax  rates  associated  with  the  Company's 
expanding international operations.

                         LIQUIDITY AND CAPITAL RESOURCES


                              CAPITAL EXPENDITURES
(Amounts in Thousands)
<TABLE>
<CAPTION>
                                                   Three Months Ended                      Six Months Ended
                                                        June 30,                               June 30,
                                            ----------------------------------     ---------------------------------
                                                 1997               1996               1997               1996
                                            ---------------    ---------------     --------------     --------------
<S>                                         <C>                <C>                 <C>                <C>    
                                                                  Restated                              Restated
Exploration and production:
  Leasehold..............................        $12,482            $ 3,384            $ 13,315           $ 5,347
  Exploration............................         23,740             21,589              45,577            30,255
  Development............................         40,979             21,479              70,750            35,019
                                            ---------------    ---------------     --------------     --------------
                                                  77,201             46,452             129,642            70,621
Pipeline and marketing...................              8                  -                  45                 -
                                            ---------------    ---------------     --------------     --------------
  Oil and gas operations.................         77,209             46,452             129,687            70,621
Alaska transmission and distribution.....
                                                   2,046              2,169               3,451             3,347
Corporate................................          2,666                731               4,210             1,300
                                            ---------------    ---------------     --------------     --------------
                                                 $81,921            $49,352            $137,348           $75,268
                                            ===============    ===============     ==============     ==============
</TABLE>


         
         Seagull's  capital  expenditure  program was designed to be  consistent
with the Company's  strategic  objectives to achieve a greater  balance  between
additions from exploration, development and acquisitions than in preceding years
and grow oil and gas  deliverability  in 1998. To further meet those objectives,
in July 1997,  Seagul's Board of Directors  approved an increase in the capital
expenditures  budget of $36 million to a total of $287 million,  including  just
over $270 million in E&P. More than 43% of this spending is targeted outside the
United States.  As drilling  activities  increased  substantially  to meet these
objectives  for  1997,  E&P  capital  expenditures  increased  primarily  in the
Company's domestic, Egyptian and Ivorian areas of operations.

         On  June  17,  1997,  the  Company  amended  and  restated  the  Credit
Facilities to increase the "Borrowing  Base" from $550 million to $650 million,
extend the  maturity  date from  December  31,  2002 to May 31,  2004 and reduce
stated interest rate margins. At June 30, 1997, the maximum commitment under the
Credit Facilities was $550 million with immediately available unused commitments
of approximately $250 million. The Credit Facilities bear interest, at Seagull's
option,  at  various  market-sensitive  rates  plus an  applicable  margin  or a
competitive bid rate. The amount of senior indebtedness the Company is permitted
to  incur  under  the  provisions  of the  Credit  Facilities  is  subject  to a
"Borrowing  Base" based on the proved  reserves of the 

                                    -16-
<PAGE>
                   SEAGULL ENERGY CORPORATION AND SUBSIDIARIES

Item 2.  Managements Discssion and Analysis of Financial Condition and
         Results of Operations

Company's O&G segment and the financial performance of the Company's other 
business segments.

         Management believes that the Company's  internally  generated funds and
bank borrowing capabilities will be sufficient to finance current and forecasted
operations.

         In June 1997, the Company  announced that it had retained an investment
banking firm to assist the Company in exploring strategic alternatives regarding
its Canadian operating subsidiary, Seagull Energy Canada Ltd.

Defined Terms

         Natural gas is stated  herein in billion  cubic feet  ("Bcf"),  million
cubic feet ("MMcf") or thousand cubic feet ("Mcf").  Oil, condensate and natural
gas liquids ("NGL") are stated in barrels ("Bbl") or thousand barrels  ("MBbl").
MMcfe and Mcfe  represent the  equivalent of one million and one thousand  cubic
feet of natural gas, respectively.  Oil, condensate and NGL are converted to gas
at a ratio of one barrel of liquids per six Mcf of gas, based on relative energy
content.  MBOE and BOE represent one thousand  barrels of oil equivalent and one
barrel of oil  equivalent,  respectively,  with six Mcf of gas  converted to one
barrel of liquid.

Forward Looking Statements

         Item 2 of this document includes forward looking  statements within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the  Securities  Exchange  Act of  1934,  as  amended.  Although  Seagull
believes that its  expectations  are based upon reasonable  assumptions,  it can
give no assurance that its goals will be achieved.  Important factors that could
cause  actual  results to differ  materially  from those in the forward  looking
statements  include  the  resolution  of various  litigation  matters  discussed
earlier,  the result of the Company's search for strategic  alternatives for its
Canadian properties,  political  developments in foreign countries,  federal and
state  regulatory  developments,  the timing and extent of changes in  commodity
prices,  the  timing  and  extent of  success  in  discovering,  developing  and
producing or acquiring  oil and gas reserves and  conditions  of the capital and
equity markets during the periods covered by the forward looking statements.

                                      -17-
<PAGE>
                SEAGULL ENERGY CORPORATION AND SUBSIDIARIES 

                           PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

         At the Annual  Meeting of  Shareholders  of the Company held on May 13,
1997, the  shareholders  voted to elect one director  (Milton  Carroll) to serve
until the 1999 Annual Meeting of Shareholders  and five directors to serve until
the 2000  Annual  Meeting of  Shareholders,  adopt an  amendment  to the Seagull
Energy  Corporation  Bylaws to increase the  permitted  number of directors  and
amend the  classified  Board  provisions  and ratify the  selection of KPMG Peat
Marwick  LLP as  independent  auditors  of the Company for the fiscal year ended
December 31, 1997. Votes cast were as follows:


<TABLE>
<CAPTION>

                                                                                              Broker
                                                        For               Against          Non-Votes         Abstained
                                                  ---------------     --------------    ---------------    -------------
<S>                                               <C>                 <C>               <C>                <C>    

Election as a Director of the Company of:
  Milton Carroll.....................................52,483,683                   -                   -       5,847,677
  J. Evans Attwell...................................52,499,723                   -                   -       5,831,637
  Richard J. Burgess.................................52,486,375                   -                   -       5,844,985
  Barry J. Galt......................................52,495,608                   -                   -       5,835,752
  Dee S. Osborne.....................................52,499,439                   -                   -       5,831,921
  Sidney R. Petersen.................................52,488,143                   -                   -       5,843,217
Adoption of the Amendment to the Bylaws..............48,675,515           9,589,023                   -          66,822
Ratification of Selection of KPMG Peat
 Marwick LLP as Independent Auditors for
 1997................................................58,023,971             269,676                   -          37,713

</TABLE>


Item 6.  Exhibits and Reports on Form 8-K

(a)        Exhibits:

*4.1       Credit Agreement,  U.S. $450 million Revolving Credit and Competitive
           Bid Facility,  dated June 17, 1997, among Seagull Energy Corporation,
           The Chase Manhattan Bank,  Individually  and as Agent,  and the other
           Banks signatory hereto.

*4.2       Credit Agreement,  U.S. $100 million Revolving Credit Facility, dated
           June 17,  1997,  among  Seagull  Energy  Canada  Ltd.  and The  Chase
           Manhattan   Bank  of  Canada,   Individually   and  as  Arranger  and
           Administrative  Agent,  The Bank of Nova Scotia,  Individually and as
           Paying  Agent  and  Co-Agent,  Canadian  Imperial  Bank of  Commerce,
           Individually and as Co-Agent, and the other Banks signatory hereto.

*#10.1     1997 Executive Incentive Plan.

*27.1      Financial Data Schedule.

         (b)      Reports on Form 8-K:

                  None.



---------------
* Filed herewith.
# Identifies management contracts and compensatory plans or arrangements.

                                      -18-
<PAGE>
                   SEAGULL ENERGY CORPORATION AND SUBSIDIARIES


                                   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.

      
                                  

                           SEAGULL ENERGY CORPORATION



                         By:  /s/ William L. Transier, Senior Vice President 
                                  and Chief Financial Officer
                                  (Principal Financial Officer)

                                  Date:         August 8, 1997



                         By:   /s/ Gordon L.McConnell, Vice President and   
                                  Controller (Principal Accounting Officer)

                                  Date:        August 8, 1997

                              -19-
<PAGE>


                  SEAGULL ENERGY CORPORATION AND SUBSIDIARIES


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>


    EXHIBIT                                                                                              PAGE
    NUMBER                                           DESCRIPTION                                        NUMBER
----------------    ------------------------------------------------------------------------------   --------------
<S>                 <C>                                                                              <C>    

   
         *4.1        Credit  Agreement,  U.S. $450 million  Revolving Credit and
                     Competitive  Bid  Facility,  dated  June  17,  1997,  among
                     Seagull  Energy  Corporation,  The  Chase  Manhattan  Bank,
                     Individually  and as Agent,  and the other Banks  signatory
                     hereto.

         *4.2        Credit  Agreement,   U.S.  $100  million  Revolving  Credit
                     Facility,  dated June 17, 1997, among Seagull Energy Canada
                     Ltd. and The Chase  Manhattan Bank of Canada,  Individually
                     and as Arranger and Administrative  Agent, The Bank of Nova
                     Scotia,  Individually  and as Paying  Agent  and  Co-Agent,
                     Canadian  Imperial  Bank of Commerce,  Individually  and as
                     Co-Agent, and the other Banks signatory hereto.

       *#10.1       1997 Executive Incentive Plan.

        *27.1       Financial Data Schedule.

</TABLE>

----------------
* Filed herewith.
# Identifies management contracts and compensatory plans or arrangements.