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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

                                   FORM 10-Q/A

         (Mark One)

         [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997




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


                         Commission File Number 0-26662


                                  PANACO, Inc.
             (Exact name of registrant as specified in its charter)


            Delaware                                      43 - 1593374
         (State or other jurisdiction of                (I.R.S. Employer
           incorporation or organization)              Identification Number)

                1050 West Blue Ridge Boulevard, PANACO Building,
                        Kansas City, Missouri 64145-1216
               (Address of principal executive offices) (Zip Code)

      Registrant's telephone number, including area code: (816) 942 - 6300




         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 _______ .



     23,711,017  shares of the  registrant's  $.01 par value  Common  Stock were
outstanding at September 30, 1997.



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<PAGE>

 
                                    PART II
                                OTHER INFORMATION

Item 2.           CHANGES IN SECURITITES AND USE OF PROCEEDS

     On July 31, 1997, the Company issued 3,154,930 shares of PANACO,  $0.01 par
value common shares to Leonard C.  Tallerine,  Jr. and Mark C. Licata,  the sole
stockholders of The Union Companies, Inc., as partial consideration for a merger
into Goldking  Acquisition Corp., a newly formed subsidiary of the Company.  The
Company also paid $7,500,000 in cash to the  stockholders,  issued $6,000,000 in
notes to the  stockholders,  and assumed  $13,000,000  in net  liabilities.  The
shares were issued under exemptions from  registration  provided by Section 4(2)
and  4(6) of the  Securities  Act of 1933  and  there  were no  underwriters  or
placement agents involved in the transaction.  See the Company's  Current Report
on Form 8-K, dated August 15, 1997, for  additional  information  regarding this
transaction.

                                   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.

                                        PANACO, Inc.

     Date: December 8, 1997               /s/  Todd R. Bart
                                          Todd R. Bart, Chief Financial Officer