<PAGE>
===============================================================================
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC  20549-1004


                                   FORM 10-Q


                               QUARTERLY REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended June 30, 1997

                      Commission file number     1-12088


                          UNITED MERIDIAN CORPORATION
            (Exact name of registrant as specified in its charter)


            Delaware                                    75-2160316
---------------------------------                   -------------------
  (State or other jurisdiction                       (I.R.S. Employer 
of incorporation or organization)                   Identification No.)
         

1201 Louisiana, Suite 1400, Houston, TX                  77002-5603
------------------------------------------               ----------
 (Address of principal executive offices)                (Zip Code)


                                (713) 654-9110
                        -------------------------------
                        (Registrant's telephone number)


   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 [ ].

   The number of shares outstanding of the registrant's common stock, all of
which comprise a single class with a $0.01 par value, as of July 31, 1997, the
latest practicable date, was 35,607,419.

===============================================================================
<PAGE>
 
                          UNITED MERIDIAN CORPORATION

                                   FORM 10-Q
                                 JUNE 30, 1997

                               TABLE OF CONTENTS


                                                                          PAGE
                                                                          ----
PART I - FINANCIAL INFORMATION
 
   Item 1.   Consolidated Financial Statements (Unaudited)
               Consolidated Statement of Income for the Three Months
                and Six Months Ended June 30, 1997 and 1996..............   1
               Consolidated Balance Sheet at June 30, 1997 and
                December 31, 1996........................................   2
               Consolidated Statement of Changes in Stockholders'
                Equity for the Year Ended December 31, 1996 and
                for the Six Months Ended June 30, 1997...................   4
               Consolidated Statement 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 Results of
               Operations and Financial Condition........................  12


 PART II - OTHER INFORMATION

   Item 1.   Legal Proceedings...........................................  16
   Item 2.   Changes in Securities.......................................  16
   Item 3.   Defaults Upon Senior Securities.............................  16
   Item 4.   Submission of Matters to a Vote of Security Holders.........  16
   Item 5.   Other Information...........................................  16
   Item 6.   Exhibits and Reports on Form 8-K............................  16


SIGNATURES...............................................................  16


EXHIBITS -

   Index to Exhibits.....................................................  17

<PAGE>
 
                          UNITED MERIDIAN CORPORATION

                       CONSOLIDATED STATEMENT OF INCOME
                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)



                                    For the three months    For the six months
                                       ended June 30,          ended June 30,
                                    --------------------    -------------------
                                      1997        1996        1997       1996
                                    --------    --------    --------   --------
Revenues:
   Gas sales......................  $ 20,639    $ 29,513    $ 53,245   $ 59,515
   Oil sales......................    32,365      18,865      63,239     35,284
   Gain on sale of assets.........     1,421      12,487       2,248     18,012
   Other..........................     1,120         458       1,818        680
                                    --------    --------    --------   --------
                                      55,545      61,323     120,550    113,491
                                    --------    --------    --------   --------
Costs and expenses:
   Production costs...............    12,555      11,491      25,705     24,295
   General and administrative.....     3,499       3,120       6,048      6,519
   Exploration, including dry 
     holes and impairments........    10,078      10,250      22,818     14,711
   Depreciation, depletion and 
      amortization................    22,402      22,062      43,598     41,821
                                    --------    --------    --------   --------
                                      48,534      46,923      98,169     87,346
                                    --------    --------    --------   --------

Income from operations............     7,011      14,400      22,381     26,145
Other income, expenses and 
  deductions:
   Interest and debt expense......    (4,750)     (5,841)     (9,438)   (11,380)
   Interest and other income......       454         (36)      1,427         78
                                    --------    --------    --------   --------
Income before income taxes........     2,715       8,523      14,370     14,843
Income tax benefit (provision): 
   Current........................    (1,392)       (189)     (2,674)      (297)
   Deferred.......................       497      (3,099)     (3,677)    (5,595)
                                    --------    --------    --------   --------
Net income........................     1,820       5,235       8,019      8,951

Preferred stock dividends.........         -        (765)          -     (1,531)
                                    --------    --------    --------   --------
Net income available to common 
  stockholders....................  $  1,820    $  4,470    $  8,019   $  7,420
                                    ========    ========    ========   ========
Net income per common share 
  (Exhibit 11.1)..................  $   0.05    $   0.15    $   0.22   $   0.24
                                    ========    ========    ========   ========
Weighted average number of common
  shares outstanding, including
  common share equivalents 
  (Exhibit 11.1)..................    36,765      30,461      36,685     30,299
                                    ========    ========    ========   ========


      The accompanying notes are an integral part of these consolidated 
                             financial statements.

                                      -1-
<PAGE>
 
                          UNITED MERIDIAN CORPORATION

                          CONSOLIDATED BALANCE SHEET
                                (IN THOUSANDS)

                                            

                                                                  December 31,
                                                June 30, 1997         1996
                                                -------------     ------------
                                                 (Unaudited)

                   ASSETS

Current assets:
 Cash and cash equivalents......................  $  16,384         $  54,942
 Accounts receivable
   Oil and gas sales............................     29,750            36,238
   Joint interest and other.....................     33,899            45,447
 Deferred income taxes..........................      7,081             2,839
 Inventory......................................     12,491            11,389
 Prepaid expenses and other.....................      4,218             5,306
                                                  ---------         ---------
                                                    103,823           156,161
                                                  ---------         ---------
Property and equipment, at cost:
 Oil and gas (successful efforts method)
   Proved properties............................    959,605           851,818
   Unproved properties..........................     18,240            14,667
 Other property and equipment...................     11,291             8,295
                                                  ---------         ---------
                                                    989,136           874,780
 Accumulated depreciation, depletion 
   and amortization.............................   (373,160)         (350,591)
                                                  ---------         ---------
                                                    615,976           524,189
                                                  ---------         ---------
Other assets:
 Gas imbalances receivable......................      6,008             5,702
 Deferred income taxes..........................     17,930            23,035
 Debt issue costs...............................      9,904             8,370
 Other..........................................        967               836
                                                  ---------         ---------
                                                     34,809            37,943
                                                  ---------         ---------
      TOTAL ASSETS..............................  $ 754,608         $ 718,293
                                                  =========         =========


      The accompanying notes are an integral part of these consolidated 
                             financial statements.

                                      -2-
<PAGE>
 
                          UNITED MERIDIAN CORPORATION

                          CONSOLIDATED BALANCE SHEET
                                (IN THOUSANDS)



                                                                  December 31,
                                                June 30, 1997         1996
                                                -------------     ------------
                                                 (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable...............................  $  91,550         $  80,593
 Advances from joint owners.....................     15,838             5,575
 Interest payable...............................      3,530             3,800
 Accrued liabilities............................      7,863             7,525
 Current maturities of long-term debt...........      1,635               899
                                                  ---------         ---------
                                                    120,416            98,392
                                                  ---------         ---------
Long-term debt:
 10-3/8% senior subordinated notes..............    156,466           150,000
 Other..........................................          -             6,832
                                                  ---------         ---------
                                                    156,466           156,832
                                                  ---------         ---------
Deferred credits and other liabilities:
 Deferred income taxes..........................     20,335            20,797
 Gas imbalances payable.........................      4,385             3,994
 Other..........................................      6,473             6,042
                                                  ---------         ---------
                                                     31,193            30,833
                                                  ---------         ---------
Commitments and contingencies

Stockholders' equity:
 Common stock...................................        356               352
 Additional paid-in capital.....................    547,274           540,661
 Foreign currency translation adjustment........     (4,596)           (4,257)
 Retained earnings (deficit)....................    (96,501)         (104,520)
                                                  ---------         ---------
                                                    446,533           432,236
                                                  ---------         ---------
      TOTAL LIABILITIES AND STOCKHOLDERS' 
        EQUITY..................................  $ 754,608         $ 718,293
                                                  =========         =========


       The accompanying notes are an integral part of these consolidated
                             financial statements.

                                      -3-
<PAGE>
 
                          UNITED MERIDIAN CORPORATION

           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

    FOR THE YEAR ENDED DECEMBER 31, 1996 AND SIX MONTHS ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
 
                                          SERIES F
                                       PREFERRED STOCK        COMMON STOCK       ADD'L      FOREIGN      RETAINED
                                    ---------------------   -----------------    PAID-IN    CURRENCY     EARNINGS
                                      SHARES      AMOUNT    SHARES     AMOUNT    CAPITAL    ADJUSTMENT   (DEFICIT)      TOTAL
                                    ----------   --------   --------   -------   -------    ----------   ---------    ---------   
<S>                                 <C>          <C>        <C>        <C>       <C>        <C>          <C>          <C> 
Balance, December 31, 1995........  1,166,667    $    12    28,150,224  $ 281   $ 336,469   $   (4,057)  $(120,393)   $ 212,312
 Foreign currency translation
    adjustment....................                                                                (200)                    (200)
 Common stock offering............                           4,088,942     41     182,629                               182,670
 Exercise of common stock options.                             897,007      9      17,951                                17,960
 Exercise of warrants.............                             235,749      2       3,619                                 3,621
 Preferred stock dividends........                                                                          (1,531)      (1,531)
 Automatic conversion of
  Series F preferred stock
    to common stock............... (1,166,667)       (12)    1,845,284     19          (7)                                    -
 Net income.......................                                                                          17,404       17,404
                                   ----------    -------    ----------  -----   ---------   ----------   ---------    ---------
Balance, December 31, 1996........          -          -    35,217,206    352     540,661       (4,257)   (104,520)     432,236
 Foreign currency translation
    adjustment....................                                                                (339)                    (339)
 Exercise of common stock options.                             389,388      4       6,613                                 6,617
 Net income.......................                                                                           8,019        8,019
                                   ----------    -------    ----------  -----   ---------   ----------   ---------    ---------
Balance, June 30, 1997
   (Unaudited)....................          -    $     -    35,606,594  $ 356   $ 547,274   $   (4,596)  $ (96,501)   $ 446,533
                                   ==========    =======    ==========  =====   =========   ==========   =========    =========
</TABLE>


       The accompanying notes are an integral part of these consolidated
                             financial statements.

                                      -4-
<PAGE>
 
                         UNITED MERIDIAN CORPORATION

                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                (IN THOUSANDS)
                                  (UNAUDITED)

                                                         For the six months
                                                           ended June 30,
                                                        ---------------------
                                                          1997        1996
                                                        ---------   ---------
Cash flows from operating activities:
  Net income..........................................  $   8,019   $   8,951
  Adjustments to reconcile net income to cash from
    operating activities:
    Exploration, including dry holes and impairments..     22,818      14,711
    Depreciation, depletion and amortization..........     43,598      41,821
    Amortization of debt issue cost...................        744         792
    Deferred income tax provision.....................      3,677       5,595
    Gain on sale of assets............................     (2,248)    (18,012)
                                                        ---------   ---------
                                                           76,608      53,858
  Changes in assets and liabilities:
    Decrease (increase) in receivables................     15,813      (2,530)
    Increase (decrease) in payables and other 
      current liabilities.............................     11,506     (19,185)
    Increase in net gas imbalances....................         85         117
    Other.............................................        373       2,700
                                                        ---------   ---------
      Net cash provided by operating activities.......    104,385      34,960
                                                        ---------   ---------
Cash flows from investing activities:
  Exploration.........................................    (61,526)    (24,148)
  Development.........................................    (94,134)    (37,444)
  Additions to other property and equipment...........     (2,372)       (615)
  Net proceeds from sale of assets....................     13,573      29,715
                                                        ---------   ---------
      Net cash used in investing activities...........   (144,459)    (32,492)
                                                        ---------   ---------
Cash flows from financing activities:
  Repayment of long-term debt.........................       (366)   (105,238)
  Additions to total debt.............................        736      88,947
  Debt issue costs....................................     (2,326)       (251)
  Proceeds from exercise of common stock options......      3,472       6,157
  Preferred stock dividends...........................          -      (1,531)
                                                        ---------   ---------
      Net cash provided by (used in) financing 
        activities....................................      1,516     (11,916)
                                                        ---------   ---------
Net decrease in cash and cash equivalents.............    (38,558)     (9,448)
Cash and cash equivalents at beginning of period......     54,942      13,586
                                                        ---------   ---------
Cash and cash equivalents at end of period............  $  16,384   $   4,138
                                                        =========   =========


       The accompanying notes are an integral part of these consolidated
                             financial statements.

                                      -5-
<PAGE>
 
                          UNITED MERIDIAN CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)



NOTE 1  BASIS OF FINANCIAL STATEMENTS

  The accompanying consolidated financial statements of United Meridian
Corporation (UMC or the Company) included herein have been prepared, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC).  Although certain information normally included in financial
statements prepared in accordance with generally accepted accounting principles
has been condensed or omitted, UMC believes that the disclosures are adequate to
make the information presented not misleading.  The financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto for the year ended December 31, 1996.

  The financial statements reflect all normal recurring adjustments that, in the
opinion of management, are necessary for a fair presentation.

NOTE 2  ACQUISITIONS AND DISPOSITIONS

  As part of its on-going operations, the Company continually acquires and sells
producing and undeveloped reserves and related assets.  Certain transactions
occurring in the periods presented are discussed below.

  Through July 1997, the Company has acquired additional interests in various
properties from several of its institutional partners.  In conjunction with one
of these acquisitions, the Company sold a portion of the acquired interests.
The net cost of the additional interests was approximately $25,936,000.

  During the six months ended June 30, 1997, the Company sold various non-
strategic North American properties for total proceeds of $13,573,000, resulting
in pre-tax gains of $2,248,000.

  In late 1995, the Company agreed to assign to Yukong Limited a portion of its
interests in Blocks CI-01 and CI-02 in Cote d'Ivoire and Blocks B, C and D in
Equatorial Guinea.  Mobil Equatorial Guinea, Inc. (Mobil) subsequently exercised
its preferential right to purchase the interest in Block B in lieu of the
proposed assignment to Yukong Limited.  Under the agreements, the Company
received $13,016,000 in cash in the first six months of 1996, resulting in a
pre-tax gain of $11,392,000.

  In June 1996, UMC Resources Canada, Inc. (Resources), the Company's wholly-
owned Canadian subsidiary, sold all of its interests in the Rocanville area in
the province of Saskatchewan, effective May 1, 1996.  Net proceeds from the sale
were $6,722,000 and a gain of $4,679,000 was recognized.

  During the first six months of 1996, the Company sold various other non-
strategic North American properties for total proceeds of $9,977,000, resulting
in pre-tax gains of $1,941,000.

NOTE 3  FINANCIAL INSTRUMENTS

  The Company hedged a portion of its oil production with collar agreements in
the first six months of 1997, having no material impact on oil revenues.

  The Company currently has no-cost natural gas collar contracts in place from
June 1997 through October 1997 for 1 BCF per month with a floor price of $2.10
and a cap price of $2.39 and a separate no-cost collar for 250,000 MCF per month
for September 1997 and October 1997 production at a floor price of $2.00 and a
cap price of $2.26.  UMC's current hedging agreements are settled on a monthly
basis.  All of UMC's current hedge contracts specify the third-party index to be
the New York Mercantile Exchange (NYMEX) futures contract prices for the
applicable commodity, matching the 

                                      -6-
<PAGE>
 
appropriate basis risk. There was no deferred hedge gain or loss at 
June 30, 1997.

NOTE 4  IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARD

  The Financial Accounting Standards Board (FASB) recently issued Statement of
Financial Accounting Standard (SFAS) No. 128, "Earnings per Share" superseding
Accounting Principles Board (APB) No. 15.  Although SFAS No. 128 cannot be
adopted until December 15, 1997, pro forma disclosures are allowed to minimize
the impact of year-end adoption. Therefore, the following pro forma information
is presented:
 
                                        For the three months  For the six months
                                            ended June 30,       ended June 30,
                                        --------------------  ------------------
                                          1997       1996       1997      1996
                                        ---------  ---------  --------  --------
 
   Primary EPS as reported under 
     APB No. 15                         $    0.05  $    0.15  $   0.22  $   0.24
   Effect of SFAS No. 128                       -       0.01      0.01      0.02
                                        ---------  ---------  --------  --------
   Basic EPS, as restated               $    0.05  $    0.16  $   0.23  $   0.26
                                        =========  =========  ========  ========
 
   Fully diluted EPS as reported under 
     APB No. 15                         $    0.05  $    0.15  $   0.22  $   0.24
   Effect of SFAS No. 128                       -          -         -         -
                                        ---------  ---------  --------  --------
   Diluted EPS, as restated             $    0.05  $    0.15  $   0.22  $   0.24
                                        =========  =========  ========  ========

  As mandated by SFAS No. 128, basic earnings per common share is computed by
dividing net income by the weighted average number of shares of common stock
outstanding during the year.  Diluted earnings per common share is determined on
the assumption that outstanding stock options have been converted using the
average price for the quarter.

NOTE 5  SUPPLEMENTAL GUARANTOR INFORMATION

  In connection with the sale by UMC of the 10-3/8% Senior Subordinated Notes
(Notes) in October 1995, UMC Petroleum Corporation (Petroleum), wholly-owned and
the Company's only direct subsidiary, has unconditionally guaranteed the full
and prompt performance of the Company's obligations under the Notes and related
indenture, including the payment of principal, premium (if any) and interest.
Other than intercompany arrangements and transactions, the consolidated
financial statements of Petroleum are equivalent in all material respects to
those of the Company and therefore the separate consolidated financial
statements of Petroleum are not material to investors and have not been included
herein. However, in an effort to provide meaningful financial data relating to
the guarantor (i.e., Petroleum on an unconsolidated basis) of the Notes, the
following condensed consolidating financial information has been provided
following the policies set forth below:

  (1) Investments in subsidiaries are accounted for by the Company on the cost
      basis. Earnings of subsidiaries are therefore not reflected in the related
      investment accounts.

  (2) Certain reclassifications were made to conform all of the financial
      information to the financial presentation on a consolidated basis. The
      principal eliminating entries eliminate investments in subsidiaries and
      intercompany balances.

                                      -7-
<PAGE>
 
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the six months ended June 30, 1997 and 1996
(In thousands)

<TABLE> 
<CAPTION> 
                                                                             Unconsolidated                             
                                                                 ---------------------------------------                
                                                                             Guarantor     Non-Guarantor  Consolidated  
                                                                    UMC      Subsidiary    Subsidiaries       UMC       
                                                                 ---------   ----------   -------------   ------------  
<S>                                                              <C>         <C>           <C>            <C>            
1997
----
Revenues......................................................   $       -   $   65,589     $   54,961     $  120,550
                                                                 ---------   ----------     ----------     ----------
Costs and expenses:
  Production costs............................................           -       17,476          8,229         25,705
  General and administrative..................................          90        5,086            872          6,048
  Exploration, including dry holes and impairments............           -        5,625         17,193         22,818
  Depreciation, depletion and amortization....................           -       25,909         17,689         43,598
                                                                 ---------   ----------     ----------     ----------
Income (loss) from operations.................................         (90)      11,493         10,978         22,381
  Interest income (expense), net..............................       9,640      (12,003)        (7,075)        (9,438)
  Other credits, net..........................................           -        1,321            106          1,427
                                                                 ---------   ----------     ----------     ----------
Income before income taxes....................................       9,550          811          4,009         14,370
Income tax provision..........................................      (3,904)        (762)        (1,685)        (6,351)
                                                                 ---------   ----------     ----------     ----------
Net income....................................................   $   5,646   $       49     $    2,324     $    8,019
                                                                 =========   ==========     ==========     ==========
1996
----
Revenues......................................................   $       -   $   77,006     $   36,485     $  113,491 
                                                                 ---------   ----------     ----------     ----------
Costs and expenses:
  Production costs............................................           -       18,458          5,837         24,295
  General and administrative..................................         107        5,187          1,225          6,519
  Exploration, including dry holes and impairments............           -        8,811          5,900         14,711
  Depreciation, depletion and amortization....................           -       35,537          6,284         41,821
                                                                 ---------   ----------     ----------     ----------
Income (loss) from operations.................................        (107)       9,013         17,239         26,145
  Interest income (expense), net..............................       8,849      (15,814)        (4,415)       (11,380)
  Other credits, net..........................................           -          (22)           100             78
                                                                 ---------   ----------     ----------     ----------
Income (loss) before income taxes.............................       8,742       (6,823)        12,924         14,843
Income tax benefit (provision)................................      (2,371)       1,272         (4,793)        (5,892)
                                                                 ---------   ----------     ----------     ----------
Net income (loss).............................................   $   6,371   $   (5,551)    $    8,131     $    8,951
                                                                 =========   ==========     ==========     ==========
</TABLE>

                                      -8-
<PAGE>
 
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the three months ended June 30, 1997 and 1996
(In thousands)

<TABLE> 
<CAPTION> 

                                                                             Unconsolidated                             
                                                                 ---------------------------------------                
                                                                             Guarantor     Non-Guarantor  Consolidated  
                                                                    UMC      Subsidiary    Subsidiaries       UMC       
                                                                 ---------   ----------   -------------   ------------  
<S>                                                              <C>         <C>           <C>            <C>            
1997
----
Revenues......................................................   $       -   $   26,785     $   28,760     $   55,545
                                                                 ---------   ----------     ----------     ----------
Costs and expenses:
  Production costs............................................           -        7,978          4,577         12,555
  General and administrative..................................          60        3,037            402          3,499
  Exploration, including dry holes and impairments............           -        2,647          7,431         10,078
  Depreciation, depletion and amortization....................           -       12,241         10,161         22,402
                                                                 ---------   ----------     ----------     ----------
Income (loss) from operations.................................         (60)         882          6,189          7,011
  Interest income (expense), net..............................       4,879       (6,848)        (2,781)        (4,750)
  Other credits, net..........................................           -          324            130            454 
                                                                 ---------   ----------     ----------     ----------
Income (loss) before income taxes.............................       4,819       (5,642)         3,538          2,715
Income tax benefit (provision)................................      (2,181)       1,903           (617)          (895)
                                                                 ---------   ----------     ----------     ----------
Net income benefit (loss).....................................   $   2,638   $   (3,739)    $    2,921     $    1,820
                                                                 =========   ==========     ==========     ==========
1996
----
Revenues......................................................   $       -   $   38,836     $   22,487     $   61,323 
                                                                 ---------   ----------     ----------     ----------
Costs and expenses:
  Production costs............................................           -        8,751          2,740         11,491
  General and administrative..................................          70        2,544            506          3,120
  Exploration, including dry holes and impairments............           -        6,792          3,458         10,250
  Depreciation, depletion and amortization....................           -       18,839          3,223         22,062
                                                                 ---------   ----------     ----------     ----------
Income (loss) from operations.................................         (70)       1,910         12,560         14,400
  Interest income (expense), net..............................       4,444       (7,861)        (2,424)        (5,841)
  Other credits, net..........................................           -         (103)            67            (36)
                                                                 ---------   ----------     ----------     ----------
Income (loss) before income taxes.............................       4,374       (6,054)        10,203          8,523
Income tax benefit (provision)................................        (862)       1,289         (3,715)        (3,288)
                                                                 ---------   ----------     ----------     ----------
Net income (loss).............................................   $   3,512   $   (4,765)    $    6,488     $    5,235
                                                                 =========   ==========     ==========     ==========
</TABLE>

                                      -9-
<PAGE>
 
SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
At June 30, 1997 and December 31, 1996
(In thousands)

<TABLE> 
<CAPTION> 
                                                                             Unconsolidated                             
                                                                 ---------------------------------------                
                                                                             Guarantor     Non-Guarantor  Eliminating   Consolidated
                                                                    UMC      Subsidiary    Subsidiaries     Entries          UMC
                                                                 ---------   ----------   -------------   -----------   ------------

<S>                                                              <C>         <C>           <C>            <C>           <C> 
JUNE 30, 1997
-------------
                  ASSETS
Current assets................................................   $       2   $   46,217     $   57,604     $        -    $  103,823
Intercompany investments......................................     687,658     (298,782)      (250,539)      (138,337)            -
Property and equipment, net...................................           -      299,204        316,772              -       615,976
Other assets..................................................      (1,420)      39,567         (3,338)             -        34,809
                                                                 ---------   ----------     ----------     ----------    ----------
      Total assets............................................   $ 686,240   $   86,206     $  120,499     $ (138,337)   $  754,608
                                                                 =========   ==========     ==========     ==========    ==========
      LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities...........................................   $   3,329   $   62,987     $   54,100     $        -    $  120,416
Long-term debt................................................     150,000       (5,700)        12,166              -       156,466
Deferred credits and other liabilities........................           -       10,056         21,137              -        31,193
Stockholders' equity..........................................     532,911       18,863         33,096       (138,337)      446,533
                                                                 ---------   ----------     ----------     ----------    ----------
      Total liabilities & stockholders' equity................   $ 686,240   $   86,206     $  120,499     $ (138,337)   $  754,608
                                                                 =========   ==========     ==========     ==========    ==========
DECEMBER 31, 1996
-----------------
                  ASSETS

Current assets................................................   $       3   $   93,023     $   63,135     $        -    $  156,161
Intercompany investments......................................     668,025     (346,861)      (182,827)      (138,337)            -
Property and equipment, net...................................           -      282,236        241,953              -       524,189
Other assets..................................................       5,947       36,714         (4,718)             -        37,943
                                                                 ---------   ----------     ----------     ----------    ----------
      Total assets............................................   $ 673,975   $   65,112     $  117,543     $ (138,337)   $  718,293
                                                                 =========   ==========     ==========     ==========    ==========
      LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities...........................................   $   3,327   $   42,577     $   52,488     $        -    $   98,392
Long-term debt................................................     150,000       (5,700)        12,532              -       156,832
Deferred credits and other liabilities........................           -        9,421         21,412              -        30,833
Stockholders' equity..........................................     520,648       18,814         31,111       (138,337)      432,236
                                                                 ---------   ----------     ----------     ----------    ----------
      Total liabilities & stockholders' equity................   $ 673,975   $   65,112     $  117,543     $ (138,337)   $  718,293
                                                                 =========   ==========     ==========     ==========    ==========
</TABLE> 

                                      -10-
<PAGE>
 
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the six months ended June 30, 1997 and 1996
(In thousands)

<TABLE> 
<CAPTION> 
                                                                             Unconsolidated                             
                                                                 ---------------------------------------                
                                                                             Guarantor     Non-Guarantor  Consolidated  
                                                                    UMC      Subsidiary    Subsidiaries       UMC       
                                                                 ---------   ----------   -------------   ------------  
<S>                                                              <C>         <C>           <C>            <C>            
1997
----
Cash flows from operating activities:
  Net income..............................................      $    5,646   $       49     $    2,324     $    8,019   
  Adjustments to reconcile net income
    to cash from operating activities.....................           4,180       30,214         34,195         68,589   
  Changes in assets and liabilities.......................               2       29,809         (2,034)        27,777   
                                                                 ---------   ----------     ----------     ----------    
      Net cash provided by operating activities...........           9,828       60,072         34,485        104,385 
Cash flows used in investing activities...................               -      (45,017)       (99,442)      (144,459) 
Cash flows provided by (used in) financing activities.....          (9,829)     (53,094)        64,439          1,516
                                                                 ---------   ----------     ----------     ----------    
Net decrease in cash and cash equivalents.................              (1)     (38,039)          (518)       (38,558)  
Cash and cash equivalents at beginning of period..........               3       41,759         13,180         54,942
                                                                 ---------   ----------     ----------     ----------
Cash and cash equivalents at end of period................       $       2   $    3,720     $   12,662     $   16,384
                                                                 =========   ==========     ==========     ==========
1996
----
Cash flows from operating activities:                                                                                 
  Net income (loss).......................................       $   6,371   $   (5,551)    $    8,131     $    8,951 
  Adjustments to reconcile net income                                
    (loss) to cash from operating activities..............           2,633       42,526           (252)        44,907 
  Changes in assets and liabilities.......................             648      (14,598)        (4,948)       (18,898) 
                                                                 ---------   ----------     ----------     ----------
      Net cash provided by operating activities...........           9,652       22,377          2,931         34,960
Cash flows used in investing activities...................               -      (31,425)        (1,067)       (32,492)
Cash flows provided by (used in) financing activities.....          (9,676)      (2,945)           705        (11,916)
                                                                 ---------   ----------     ----------     ----------
Net increase (decrease) in cash and cash equivalents......             (24)     (11,993)         2,569         (9,448) 
Cash and cash equivalents at beginning of period..........              31        6,631          6,924         13,586
                                                                 ---------   ----------     ----------     ----------
Cash and cash equivalents at end of period................       $       7   $   (5,362)    $    9,493     $    4,138
                                                                 =========   ==========     ==========     ==========
</TABLE>

                                      -11-
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION.

RESULTS OF OPERATIONS

  The following table sets forth certain operating information of the Company
for the periods shown:
 
 
                                     FOR THE THREE MONTHS    FOR THE SIX MONTHS
                                         ENDED JUNE 30,         ENDED JUNE 30,
                                     --------------------    ------------------
                                       1997       1996        1997       1996
                                     --------   --------    --------   --------
Production:
  Oil (MBO)
    U.S............................       458        566         970      1,122
    Canada.........................       110        150         212        295
    Cote d'Ivoire..................       274        241         568        444
    Equatorial Guinea..............       929          -       1,679          -
                                     --------   --------    --------   --------
      Total........................     1,771        957       3,429      1,861
 
  Natural gas (MMCF)
    U.S............................    10,066     12,558      20,654     24,850
    Canada.........................     1,834      1,323       3,470      2,516
    Cote d'Ivoire..................     1,209        730       2,160      1,243
                                     --------   --------    --------   --------
      Total........................    13,109     14,611      26,284     28,609
Average wellhead sales price, 
 including hedging:
  Oil ($ per bbl)
    U.S............................  $  18.01   $  20.56    $  18.82   $  19.32
    Canada.........................  $  16.59   $  18.94    $  18.88   $  17.85
    Cote d'Ivoire..................  $  17.22   $  18.21    $  18.61   $  18.79
    Equatorial Guinea..............  $  18.91   $      -    $  18.10   $      -
      Average......................  $  18.27   $  19.71    $  18.44   $  18.96
 
  Natural gas ($ per MCF)
    U.S............................  $   1.63   $   2.13    $   2.14   $   2.17
    Canada.........................  $   1.13   $   1.16    $   1.49   $   1.37
    Cote d'Ivoire..................  $   1.79   $   1.74    $   1.82   $   1.73
      Average......................  $   1.57   $   2.02    $   2.03   $   2.08
 
Additional data ($ per BOE):
  Production and operating 
   costs /(1)/.....................  $   2.71   $   2.89    $   2.68   $   2.96
  General and administrative 
   expense.........................  $   0.88   $   0.92    $   0.77   $   0.98
  Oil and natural gas depletion 
   and depreciation................  $   5.56   $   6.42    $   5.48   $   6.22
______________

  (1)  Costs incurred to operate and maintain wells and related equipment,
       excluding ad valorem and production taxes of $0.61 and $0.70 per BOE for
       the six months ended June 30, 1997 and 1996, respectively, and $0.46 and
       $0.50 per BOE for the three months ended June 30, 1997 and 1996,
       respectively.

                                      -12-
<PAGE>
 
SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH THE SIX MONTHS ENDED JUNE 30, 1996.

  Oil and gas revenues for the six months ended June 30, 1997 were $116.5
million, or 22.9% greater than oil and gas revenues of $94.8 million for the six
months ended June 30, 1996.  The increase in oil and gas revenues is primarily
due to increased oil production volumes in West Africa, offset by lower U.S. gas
volumes due to property sales and lower product prices.  The average sales price
after hedging for natural gas decreased to $2.03 per Mcf, or 2.4%, in the first
six months as compared to the same period of 1996.  Natural gas production for
the six months ended June 30, 1997 was 26,284 MMCF, a decrease of 8.1% as
compared to the first six months of 1996 volumes due primarily to the impact of
property sales.  Oil production increased 84.3%, or 1,568 MBO, in the first six
months of 1997 as compared to the same period in 1996 due primarily to increased
oil production in Cote d'Ivoire and commencement of production in Equatorial
Guinea in August 1996.  The average sales price after hedging for oil decreased
to $18.44, or 2.7%, in the six months ended June 30, 1997 as compared to the
prior year period.

  During the six months ended June 30, 1997, the Company sold various non-
strategic North American properties for total cash proceeds of $13.6 million,
resulting in pre-tax gains of $2.2 million.  The first half of 1996 gains on
sales of assets resulted primarily from a pre-tax gain of $11.4 million on cash
proceeds of $13.0 million related to the purchase by Mobil of a 10% interest in
Equatorial Guinea Block B and the gain on sale of the Company's interests in the
Rocanville area of Saskatchewan of $4.7 million on proceeds of $6.7 million.

  Production costs, including ad valorem and production taxes, increased to
$25.7 million, or 5.8%, in the first six months of 1997 as compared to $24.3
million in the comparable period of 1996, primarily due to commencement of
production in Equatorial Guinea in August 1996.  However, on a cost per barrel
of oil equivalent (BOE) basis, production costs in the first six months of 1997
decreased $0.37 per BOE (10.1%) when compared to the first six months of 1996.

  General and administrative expenses for the six months ended June 30, 1997
were $6.0 million compared to $6.5 million in the six months ended June 30,
1996.  This decrease was primarily due to certain non-cash benefits accrual
adjustments in the first quarter of 1997 and increased management fees from
institutional partners.  General and administrative expenses per BOE of
production decreased from $0.98 per BOE in the first six months of 1996 to $0.77
per BOE in the comparable period of 1997.

  Exploration, dry hole and lease impairment expenses for the first six months
of 1997 totaled $22.8 million as compared to $14.7 million in the first six
months of 1996.  This increase of $8.1 million was primarily due to increased
dry hole costs experienced in Equatorial Guinea Block D and Cote d'Ivoire Block
CI-12.  In addition, the Company had increased geological and geophysical costs
in the 1997 period as compared to the 1996 period reflecting a higher level of
exploration activity in Cote d'Ivoire, Equatorial Guinea and North America.

  Depreciation, depletion and amortization (DD&A) expense for the six months
ended June 30, 1997 of $43.6 million increased 4.2% from $41.8 million for the
comparable 1996 period.  This increase is primarily attributable to increased
production levels in Cote d'Ivoire and Equatorial Guinea.  The rate per BOE of
oil and gas DD&A decreased 11.6% from $6.22 per BOE in the first six months of
1996 to $5.48 per BOE in the 1997 comparable period.  This decrease is primarily
due to a change in the Company's production mix (lower Gulf of Mexico production
with historically high DD&A rates, offset by increased West African production
with lower DD&A rates).

  Interest and debt expense for the six months ended June 30, 1997 was $9.4
million, including non-cash amortization of debt issue costs totaling $0.7
million, compared to $11.4 million in the six months ended June 30, 1996.  The
decrease in interest expense is primarily due to the reduced debt levels in 1997
as a result of debt payments in late 1996 with the proceeds of the November 1996
equity offering.

  An income tax provision of $6.4 million (of which $2.7 million is a current
provision and $3.7 million is a deferred provision) was recognized for the six
months ended June 30, 1997, compared to a provision of $5.9 million (of which
$0.3 million was a current provision and $5.6 million was a deferred provision)
for the comparable 1996 period.  Significantly impacting first six months 1997
current taxes is a $2.3 million non-cash provision representing current taxes
incurred in Cote d'Ivoire which, under the terms of the production sharing
contract, will be paid by the Ivorian government from their production proceeds.
Consistent with Statement of Financial Accounting Standards (SFAS) 109,
Accounting for Income Taxes, the deferred income tax provision or benefit was
derived primarily from changes in deferred income tax assets and liabilities
recorded on the balance sheet.  The deferred tax provision for the six months of
1997 reflects a $1.1 million benefit reflecting final analysis and resolution of
certain Canadian tax issues.

                                      -13-
<PAGE>
 
  The Company reported net income of $8.0 million, or $0.22 per share, for the
first six months of 1997 compared to a net income of $9.0 million, or $0.24 per
share, for the six months of 1996.

THREE MONTHS ENDED JUNE 30, 1997 COMPARED WITH THE THREE MONTHS ENDED 
JUNE 30, 1996.

  Material changes in the results of operations between the three months ended
June 30, 1997 and 1996, primarily reflect the significant increases in oil and
natural gas production volumes offset by decreases in prices received and gain
on sale of assets, all of which have been discussed previously. Production costs
during the second quarter of 1997 as compared to the comparable period in 1996
reflect the Equatorial Guinea production that began in the third quarter 
of 1996.

CAPITAL RESOURCES AND LIQUIDITY

  The Company has historically funded its operations, acquisitions, exploration
and development expenditures from cash flows from operating activities, bank
borrowings, sales of common and preferred stock, issuance of senior subordinated
notes, sales of non-strategic oil and natural gas properties, sales of partial
interests in exploration concessions and project finance borrowings.

  The primary sources of cash for the Company during the six months ended 
June 30, 1997, included proceeds from funds generated from operations, proceeds
from asset sales and exercise of stock options. In the comparable period of
1996, the primary sources of cash included funds generated from operations,
proceeds from asset sales and bank borrowings. Primary cash uses for the six
months ended June 30, 1997 and 1996 included capital expenditures (including
exploration expenses) which totaled $158.0 million and $62.2 million,
respectively. In addition, during the six months ended June 30, 1997, cash uses
include $2.3 million of debt issue costs as a result of the new Credit Facility
discussed below.

  Discretionary cash flow, a measure of performance for exploration and
production companies, is derived by adjusting net income to eliminate the
effects of exploration expenses, including dry hole costs and impairments, DD&A,
deferred income tax, gain (loss) on sale of assets and non-cash amortization of
debt issue costs.  The effects of working capital changes are not taken into
account.  This measure reflects an amount that is available for capital
expenditures, debt repayment or dividend payments.  The company generated
discretionary cash flow for the six months ended June 30, 1997 and 1996 of $76.6
million and $53.9 million, respectively.  The 42% increase in discretionary cash
flow in the 1997 period as compared to the 1996 period is primarily due to
increased oil production in Cote d'Ivoire and Equatorial Guinea.

  The Company has used the Credit Facility in the past to partially finance its
capital expenditures.  During March 1997, the Company completed negotiations to
expand the Credit Facility to $300.0 million from $200.0 million with an initial
borrowing base of $275.0 million.  As of June 30, 1997, the Company had no
outstanding loans thereunder and outstanding letters of credit of approximately
$1.0 million.  Resulting liquidity (including cash) at June 30, 1997 was
approximately $290.4 million.  As of December 31, 1996, the borrowing base under
the Credit Facility was $200.0 million, and the Company had no outstanding loans
thereunder and outstanding letters of credit of approximately $0.6 million.
Resulting liquidity (including cash) exceeded $254.0 million.

  As part of its on-going operations, the Company periodically sells interests
in proved reserves and enhanced exploration prospects.  This practice continued
in the first six months of 1997 and 1996, with net cash proceeds from sales of
assets of $13.6 million and $29.7 million, respectively.  During the six months
ended June 30, 1997, the cash proceeds were generated through the sale of
various non-strategic North American properties.  These proceeds were used to
redeploy capital to domestic and international opportunities which management
believes will generate higher rates of return.

  The Company's capital expenditure budget for 1997 is expected to be
approximately $300 million, consisting of approximately $100 million for
exploration and approximately $200 million for development and property
acquisitions. Primary areas of emphasis will be East Texas, the Gulf of Mexico
and Western Africa.  Funding for capital expenditures is anticipated to come
from present cash on hand, discretionary cash flow and, if necessary, borrowings
under the Credit Facility.  In addition, the Company will evaluate its level of
capital spending throughout the year based upon drilling results, commodity
prices, cash flows from operations and property acquisitions.  Actual capital
spending may vary from the established capital expenditure budget.

  Due to the aforementioned expanded Credit Facility and the equity offering
completed in November 1996, the Company's financial structure has been
significantly strengthened.  The Company's debt to total capitalization ratio
has decreased to 26% at June 30, 1997, from 27% at December 31, 1996.  Combined
with cash flows from operating 

                                      -14-
<PAGE>
 
activities, the Company has the financial strength, leverage and liquidity that
will allow it to fund the 1997 capital expenditure program, including the
international exploration and development opportunities in Cote d'Ivoire and
Equatorial Guinea, and continue to selectively pursue strategic corporate and
property acquisitions.

  The Company's interest coverage ratio (calculated as the ratio of income from
operations plus DD&A and exploration expense to interest plus capitalized
interest less non-cash amortization of debt issue costs) was 10.21 to 1 for the
first six months of 1997, compared with 7.11 to 1 for the first six months of
1996.

FOREIGN CURRENCY TRANSACTIONS

  The Company conducts a portion of its business in Canadian dollars.
Therefore, a portion of the Company's business is subject to fluctuations in
currency exchange rates.  In preparing the Company's financial statements, the
results of operations of the Canadian subsidiary are generally translated at the
average exchange rate for the year-to-date, and the subsidiary's assets and
liabilities are translated at the rate of exchange in effect on the balance
sheet date.

  The majority of revenues and expenditures for the Company's West African
operations are settled and all books and records are maintained in the U.S.
dollar.

CHANGES IN PRICES AND INFLATION

  The Company's revenues and the value of its oil and natural gas properties
have been, and will continue to be, affected by changes in oil and natural gas
prices.  The Company's ability to maintain its current borrowing capacity and to
obtain additional capital on attractive terms is also substantially dependent on
oil and natural gas prices.  Oil and natural gas prices are subject to
significant seasonal, market and other fluctuations that are beyond the
Company's ability to control or predict.  Although certain Company costs and
expenses are affected by the level of inflation, inflation did not have a
significant effect on the Company's results of operations for the first six
months of 1997 or 1996.

FORWARD - LOOKING STATEMENTS

  Certain statements in this report, including statements of the Company's and
management's expectations, intentions, plans and beliefs, including those
contained in or implied by "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Notes to Consolidated Financial
Statements, are forward-looking statements, as defined in Section 21E of the
Securities Exchange Act of 1934, that are dependent on certain events, risks and
uncertainties that may be outside the Company's control.  These forward-looking
statements include statements of management's plans and objectives for the
Company's future operations and statements of future economic performance;
information regarding drilling schedules, expected or planned production or
transportation capacity, future production levels from international and
domestic fields, the Company's capital budget and future capital requirements,
the Company's meeting its future capital needs, the Company's realization of its
deferred tax asset, the level of future expenditures for environmental costs and
the outcome of regulatory and litigation matters; and the assumptions described
in this report underlying such forward-looking statements.  Actual results and
developments could differ materially from those expressed in or implied by such
statements due to a number of factors, including, without limitation, those
described in the context of such forward-looking statements, fluctuations in the
price of crude oil and natural gas, the success rate of exploration efforts,
timeliness of development activities, and the risk factors described from time
to time in the Company's other documents and reports filed with the Securities
and Exchange Commission.

                                      -15-
<PAGE>
 
                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

  The Company is a named defendant in lawsuits and is a party in governmental
proceedings in the ordinary course of business. While the outcome of such
lawsuits or other proceedings against the Company cannot be predicted with
certainty, management does not expect these matters to have a material adverse
effect on the financial condition or results of operations of the Company.

ITEM 2.  CHANGES IN SECURITIES.

  None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

  None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

  None.

ITEM 5.  OTHER INFORMATION.

  None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

  (a) Exhibits: See Index to Exhibits on page 18.
  (b) Report on Form 8-K:
      None.


                                  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.



                                            UNITED MERIDIAN CORPORATION



August 6, 1997                               /s/Jonathan M. Clarkson
                                            ---------------------------------
                                            Jonathan M. Clarkson
                                            Executive Vice President and
                                            Chief Financial Officer


                                             /s/Christopher E. Cragg
                                            ---------------------------------
                                            Christopher E. Cragg
                                            Vice President, Controller and
                                            Chief Accounting Officer

                                      -16-
<PAGE>
 
                               INDEX TO EXHIBITS

EXHIBIT
NUMBER                              EXHIBIT
------                              -------

 3.1               Certificate of Incorporation of the Company, as amended,
                   incorporated by reference to Exhibit 3.1 to UMC's 1995 Form
                   10-K filed with the Securities and Exchange Commission on
                   March 7, 1996.

 3.2               By-laws of the Company, as amended, incorporated by reference
                   to Exhibit 3.2 to UMC's Form S-8 (No. 333-28017) filed with
                   the Securities and Exchange Commission on May 29, 1997.
 
 4.1               Amendment No. 1 to Registration Rights Agreement dated as of
                   August 9, 1994 among GARI, UMC, General Atlantic Corporation,
                   John Hancock Mutual Life Insurance Company and Fidelity Oil
                   Holdings, Inc., incorporated by reference to Exhibit (c)(8)
                   to UMC's Schedule 14D-1 (No. 5-44990) filed with the
                   Securities and Exchange Commission on August 11, 1994.

 4.2               Specimen of certificate representing Series A Voting Common
                   Stock, $0.01 par value, of the Company, incorporated herein
                   by reference to Exhibit 4.13 to the Company's Form 10-Q for
                   the period ended June 30, 1994 filed with the Securities and
                   Exchange Commission on August 10, 1994.

 4.3               Stock Purchase Agreement of Series F Convertible Preferred
                   Stock (par value $0.01 per share) between UMC and John
                   Hancock Mutual Life Insurance Company, The Travelers
                   Insurance Company, The Travelers Life and Annuity Company,
                   The Phoenix Insurance Company and The Travelers Indemnity
                   Company dated June 30, 1994, incorporated by reference to
                   Exhibit 4.16 to UMC's Form 10-Q for the quarterly period
                   ended June 30, 1995, filed with the Securities and Exchange
                   Commission on August 10, 1995.

 4.4               Stock Purchase Agreement of Series F Convertible Preferred
                   Stock (par value $0.01 per share) between UMC and John
                   Hancock Mutual Life Insurance Company dated July 24, 1995,
                   incorporated by reference to Exhibit 4.17 to UMC's Form 10-Q
                   for the quarterly period ended June 30, 1995, filed with the
                   Securities and Exchange Commission on August 10, 1995.

 4.5               First Amendment to Credit Agreement among UMC, The Chase
                   Manhattan Bank, N.A., Morgan Guaranty Trust Company of New
                   York and Lenders Signatory thereto dated as of June 30, 1995,
                   incorporated by reference to Exhibit 4.18 to UMC's Form 10-Q
                   for the quarterly period ended June 30, 1995, filed with the
                   Securities and Exchange Commission on August 10, 1995.

 4.6               Loan Agreement between UMIC Cote d'Ivoire Corporation and
                   International Finance Corporation dated as of July 14, 1995,
                   incorporated by reference to Exhibit 4.19 to UMC's Form 10-Q
                   for the quarterly period ended June 30, 1995, filed with the
                   Securities and Exchange Commission on August 10, 1995.

 4.7               Share Retention, Guarantee and Clawback Agreement among UMC,
                   UMC Petroleum Corporation, UMIC Cote d'Ivoire Corporation and
                   International Finance Corporation dated as of July 14, 1995,
                   incorporated by reference to Exhibit 4.20 to UMC's Form 10-Q
                   for the quarterly period ended June 30, 1995, filed with the
                   Securities and Exchange Commission on August 10, 1995.

 4.8               Fourth Joint Amendment to Amended and Restated Credit
                   Agreement and to Amended and Restated Credit Agreement
                   (Canada) effective as of October 30, 1995, incorporated by
                   reference to Exhibit 4.21 to UMC's Form 10-Q for the
                   quarterly period ended September 30, 1995, filed with the
                   Securities and Exchange Commission on November 13, 1995.

 4.9               Indenture between the Company, Petroleum and Bank of Montreal
                   Trust Company, dated October 30, 1995, incorporated by
                   reference to Exhibit 4.20 to UMC's 1995 Form 10-K filed with
                   the Securities and Exchange Commission on March 7, 1996.

 4.10              Rights Agreement by and between United Meridian Corporation
                   and Chemical Mellon Shareholder Services, L.L.C., as Rights
                   Agent, dated as of February 13, 1996, incorporated by
                   reference as Exhibit 1 to Form 8-K, filed with the Securities
                   and Exchange Commission on February 14, 1996.

 4.11              Global Credit Agreement dated as of March 18, 1997, among
                   United Meridian Corporation, UMC Petroleum Corporation, The
                   Chase Manhattan Bank, N.A., as Administrative Agent, Morgan
                   Guaranty Trust Company of New York, as Syndication Agent,
                   NationsBank of Texas, N.A. and Societe Generale, as
                   Documentation

                                      -17-
<PAGE>
 
                   Agents, Banque Paribas, Wells Fargo Bank, N.A., and Colorado
                   National Bank, as Co-Agents and The Lenders Now or Hereafter
                   Signatory Hereto, incorporated by reference to Exhibit 4.11
                   to UMC's Form 10-Q for the quarterly period ended March 31,
                   1997, filed with the Securities and Exchange Commission on
                   May 9, 1997.

 4.12              Credit Agreement dated as of March 18, 1997 among UMC
                   Resources Canada Ltd., as the Company, The Chase Manhattan
                   Bank of Canada, as Agent, and the Lenders Signatory Hereto, 
                   incorporated by reference to Exhibit 4.12 to UMC's Form 10-Q
                   for the quarterly period ended March 31, 1997, filed with the
                   Securities and Exchange Commission on May 9, 1997.

 4.13              Guaranty Agreement dated as of March 18, 1997, by UMC
                   Petroleum Corporation in favor of The Chase Manhattan Bank of
                   Canada, as Administrative Agent, and The Lenders Now or
                   Hereafter Signatory to the Credit Agreement, incorporated by
                   reference to Exhibit 4.13 to UMC's Form 10-Q for the
                   quarterly period ended March 31, 1997, filed with the
                   Securities and Exchange Commission on May 9, 1997.

 4.14              Guaranty Agreement dated as of March 18, 1997, by United
                   Meridian Corporation in favor of The Chase Manhattan Bank, as
                   Administrative Agent, Morgan Guaranty Trust Company of New
                   York, as Syndication Agent, NationsBank of Texas, N.A. and
                   Societe Generale, as Documentation Agents, Banque Paribas,
                   Wells Fargo Bank, N.A., and Colorado National Bank as Co-
                   Agents, and The Lenders Now or Hereafter Signatory to the
                   Credit Agreement, incorporated by reference to Exhibit 4.14
                   to UMC's Form 10-Q for the quarterly period ended March 31,
                   1997, filed with the Securities and Exchange Commission on
                   May 9, 1997.

 4.15              Guaranty Agreement dated as of March 18, 1997 by United
                   Meridian Corporation in favor of The Chase Manhattan Bank of
                   Canada, as Administrative Agent, and The Lenders Now or
                   Hereafter Signatory to the Credit Agreement, incorporated by
                   reference to Exhibit 4.15 to UMC's Form 10-Q for the
                   quarterly period ended March 31, 1997, filed with the
                   Securities and Exchange Commission on May 9, 1997.

 4.16              Guaranty Agreement dated as of March 18, 1997 by Norfolk
                   Holdings, Inc. as the Guarantor, in favor of The Chase
                   Manhattan Bank, as Administrative Agent, Morgan Guaranty
                   Trust Company of New York as Syndication Agent, NationsBank
                   of Texas, N.A. and Societe Generale, as Documentation Agents,
                   Banque Paribas, Wells Fargo Bank, N.A., and Colorado National
                   Bank, as Co-Agents, and The Lenders Now or Hereafter
                   Signatory to the Credit Agreement, incorporated by reference
                   to Exhibit 4.16 to UMC's Form 10-Q for the quarterly period
                   ended March 31, 1997, filed with the Securities and Exchange
                   Commission on May 9, 1997.

 4.17              Guaranty Agreement dated as of March 18, 1997 by UMIC Cote
                   d'Ivoire Corporation, as the Guarantor, in favor of The Chase
                   Manhattan Bank, as Administrative Agent, Morgan Guaranty
                   Trust Company of New York, as Syndication Agent, NationsBank
                   of Texas, N.A., and Societe Generale, as Documentation
                   Agents, Banque Paribas, Wells Fargo Bank, N.A., and Colorado
                   National Bank, as Co-Agents, and The Lenders Now or Hereafter
                   Signatory to the Credit Agreement, incorporated by reference
                   to Exhibit 4.17 to UMC's Form 10-Q for the quarterly period
                   ended March 31, 1997, filed with the Securities and Exchange
                   Commission on May 9, 1997.

 4.18              Guaranty Agreement dated as of March 18, 1997 by UMC
                   Equatorial Guinea Corporation, as the Guarantor, in favor of
                   The Chase Manhattan Bank, as Administrative Agent, Morgan
                   Guaranty Trust Company of New York, as Syndication Agent,
                   NationsBank of Texas, N.A. and Societe Generale, as
                   Documentation Agents, Banque Paribas, Wells Fargo Bank, N.A.,
                   and Colorado National Bank, as Co-Agents, and The Lenders Now
                   or Hereafter Signatory to the Credit Agreement, incorporated
                   by reference to Exhibit 4.18 to UMC's Form 10-Q for the
                   quarterly period ended March 31, 1997, filed with the
                   Securities and Exchange Commission on May 9, 1997.

 4.19              Intercreditor Agreement dated as of March 18, 1997, among
                   United Meridian Corporation, UMC Petroleum Corporation,
                   Norfolk Holdings Inc., UMC Resources Canada Ltd., UMIC Cote
                   d'Ivoire Corporation, UMC Equatorial Guinea Corporation, The
                   Chase Manhattan Bank, as Administrative Agent and Collateral
                   Agent, Morgan Guaranty Trust Company of New York, as
                   Syndication Agent, NationsBank of Texas, N.A. and Societe
                   Generale, as Documentation Agents, Banque Paribas, Wells
                   Fargo Bank, N.A., as Co-Agents, The Chase Manhattan Bank of
                   Canada, as Canadian Agent, and The Lenders Now or Hereafter
                   Signatory Hereto, incorporated by reference to Exhibit 4.19
                   to UMC's Form 10-Q for the quarterly period ended March 31,
                   1997, filed with the Securities and Exchange Commission on
                   May 9, 1997.

 10.1              Employment Agreement dated as of August 9, 1994, among Donald
                   D. Wolf, UMC and Petroleum, incorporated by reference to
                   Exhibit (c)(4) to UMC's Schedule 14D-1 (No. 5-44990) filed
                   with the Securities and Exchange Commission on 
                   August 11, 1994.

 10.2              The UMC Petroleum Savings Plan as amended and restated
                   incorporated herein by reference to Exhibit 4.10 to the
                   Company's Form S-8 (No. 33-73574) filed with the Securities
                   and Exchange Commission on December 29, 1993.

 10.3              First Amendment to the UMC Petroleum Savings Plan, as Amended
                   and Restated as of January 1, 1993, dated April 18, 1994,
                   incorporated by reference to Exhibit 10.3 to UMC's 1994 Form
                   10-K filed with the Securities and Exchange Commission on
                   March 10, 1995.

 10.4              UMC 1987 Nonqualified Stock Option Plan, as amended,
                   incorporated herein by reference to Exhibit 10.3 to the
                   Company's Form S-1 (No. 33-63532) filed with the Securities
                   and Exchange Commission on May 28, 1993.

 10.5              Third Amendment to UMC 1987 Nonqualified Stock Option Plan
                   dated November 16, 1993 incorporated herein by reference to
                   Exhibit 10.4 to the Company's 1993 Form 10-K filed with the
                   Securities and Exchange Commission on March 7, 1994.

                                      -18-
<PAGE>
 
 10.6              Fourth Amendment to UMC 1987 Nonqualified Stock Option Plan
                   dated April 6, 1994, incorporated by reference to Exhibit
                   10.6 to UMC's 1994 Form 10-K filed with the Securities and
                   Exchange Commission on March 10, 1995.

 10.7              UMC 1994 Employee Nonqualified Stock Option Plan incorporated
                   by reference to Exhibit 4.14 to the Company's Form S-8 (No.
                   33-79160) filed with the Securities and Exchange Commission
                   on May 19, 1994.

 10.8              First Amendment to the UMC 1994 Employee Nonqualified Stock
                   Option Plan dated November 16, 1994, incorporated by
                   reference to Exhibit 4.11.1 to the Company's Form S-8 
                   (No. 33-86480) filed with the Securities and Exchange
                   Commission on November 18, 1994.

 10.9              Second Amendment to the UMC 1994 Employee Nonqualified Stock
                   Option Plan dated May 22, 1996, incorporated by reference to
                   Exhibit 4.3.2 to the Company's Form S-8 (No. 333-05401) filed
                   with the Securities and Exchange Commission on June 6, 1996.

 10.10             Third Amendment to the UMC 1994 Employee Nonqualified Stock
                   Option Plan dated November 13, 1996, incorporated by
                   reference to Exhibit 4.3.3 to the Company's Form S-8 
                   (No. 333-28017) filed with the Securities and Exchange
                   Commission on May 29, 1997.

 10.11             UMC 1994 Outside Directors' Nonqualified Stock Option Plan
                   incorporated herein by reference to Exhibit 4.15 to the
                   Company's Form S-8 (No. 33-79160) filed with the Securities
                   and Exchange Commission on May 19, 1994.

 10.12             First Amendment to the UMC 1994 Outside Directors'
                   Nonqualified Stock Option Plan dated May 22, 1996,
                   incorporated by reference to Exhibit 4.4.1 to the Company's
                   Form S-8 (No. 333-05401) filed with the Securities and
                   Exchange Commission on June 6, 1996.

 10.13             Form of the Second Amendment to the UMC 1994 Outside
                   Directors' Nonqualified Stock Option Plan dated November 13,
                   1996, incorporated by reference to Exhibit 10.13 to UMC's
                   1996 Form 10-K filed with the Securities and Exchange
                   Commission on March 7, 1997.

 10.14             UMC Petroleum Corporation Supplemental Benefit Plan effective
                   January 1, 1994, approved by the Board of Directors on March
                   29, 1994, incorporated by reference to Exhibit 10.10 to UMC's
                   1994 Form 10-K filed with the Securities and Exchange
                   Commission on March 10, 1995.

 10.15             Form of Indemnification Agreement, with Schedule of
                   Signatories, incorporated herein by reference to Exhibit 10.4
                   to the Company's Form S-1 (No. 33-63532) filed with the
                   Securities and Exchange Commission on May 28, 1993.

 10.16             Petroleum Production Sharing Contract on Block CI-11 dated
                   June 27, 1992 among the Republic of Cote d'Ivoire, UMIC Cote
                   d'Ivoire Corporation and Societe Nationale d'Operations
                   Petrolieres de la Cote d'Ivoire (including English
                   translation), incorporated herein by reference to Exhibit
                   10.5 to Amendment No. 3 to the Company's Form S-1 (No. 33-
                   63532) filed with the Securities and Exchange Commission on
                   July 20, 1993.

 10.17             Production Sharing Contract dated August 18, 1992 between the
                   Republic of Equatorial Guinea and United Meridian
                   International Corporation (Area A -Offshore NE Bioco),
                   incorporated herein by reference to Exhibit 10.6 to Amendment
                   No. 1 to the Company's Form S-1 (No. 33-63532) filed with the
                   Securities and Exchange Commission on June 18, 1993.

 10.18             Production Sharing Contract dated June 29, 1992 between the
                   Republic of Equatorial Guinea and United Meridian
                   International Corporation (Area B -Offshore NW Bioco),
                   incorporated herein by reference to Exhibit 10.7 to Amendment
                   No. 1 to the Company's Form S-1 (No. 33-63532) filed with the
                   Securities and Exchange Commission on June 18, 1993.

 10.19             Production Sharing Contract dated June 29, 1994 between the
                   Republic of Equatorial Guinea and United Meridian
                   International Corporation (Area C -Offshore Bioco)
                   incorporated by reference to Exhibit 10.15 to UMC's 1994 Form
                   10-K filed with the Securities and Exchange Commission on
                   March 10, 1995.

 10.20             Production Sharing Contract on Block CI-01 dated December 5,
                   1994 among The Republic of Cote d'Ivoire, UMIC Cote d'Ivoire
                   Corporation and Societe Nationale d'Operations Petrolieres de
                   la Cote d'Ivoire (English translation) incorporated by
                   reference to Exhibit 10.16 to UMC's 1994 Form 10-K filed with
                   the Securities and Exchange Commission on March 10, 1995.

                                      -19-
<PAGE>
 
 10.21             Production Sharing Contract on Block CI-02 dated December 5,
                   1994 among The Republic of Cote d'Ivoire UMIC Cote d'Ivoire
                   Corporation and Societe Nationale d'Operations Petrolieres de
                   la Cote d'Ivoire (English translation) incorporated by
                   reference to Exhibit 10.17 to UMC's 1994 Form 10-K filed with
                   the Securities and Exchange Commission on March 10, 1995.

 10.22             Production Sharing of Block CI-12 dated April 27, 1995 among
                   The Republic of Cote d'Ivoire, UMIC Cote d'Ivoire Corporation
                   and others (English translation), incorporated by reference
                   to Exhibit 10.18 to UMC's 1995 Form 10-K filed with the
                   Securities and Exchange Commission on March 7, 1996.

 10.23             Contract for Sale and Purchase of Natural Gas for Block CI-11
                   among Caisse Autonome D'Amortissement, UMIC Cote d'Ivoire
                   Corporation and others dated September 30, 1994 (French and
                   English translation) incorporated by reference to Exhibit
                   10.7 to the Company's Form 10-Q for the period ended
                   September 30, 1994 filed with the Securities and Exchange
                   Commission on November 14, 1994.

 10.24             Production Sharing Contract dated April 5, 1995 between The
                   Republic of Equatorial Guinea and UMIC Equatorial Guinea
                   Corporation (Area D - Offshore Bioco) incorporated by
                   reference to Exhibit 10.20 to the Company's Form 10-Q for the
                   period ended June 30, 1995 filed with the Securities and
                   Exchange Commission on August 10, 1995.

 10.25             Contract for Purchase and Sale of Lion Crude Oil between UMIC
                   Cote d'Ivoire Corporation, International Finance Corporation,
                   G.N.R. (Cote d'Ivoire) Ltd. and Pluspetrol S.A. and Total
                   International Limited, dated December 1, 1995, incorporated
                   by reference to Exhibit 10.22 to UMC's 1995 Form 10-K filed
                   with the Securities and Exchange Commission on March 7, 1995.

 10.26             Amendment to United Meridian Corporation 1994 Non-Qualified
                   Stock Option Agreement for Former Employees of General
                   Atlantic Resources, Inc. dated as of April 16, 1996 among UMC
                   and Donald D. Wolf, incorporated by reference to Exhibit
                   10.22 to the Company's Form 10-Q for the period ended June
                   30, 1996 filed with the Securities and Exchange Commission on
                   August 8, 1996.

 10.27             Amendment to Employment Agreement dated as of April 16, 1996
                   among Petroleum and Donald D. Wolf incorporated by reference
                   to Exhibit 10.23 to the Company's Form 10-Q for the period
                   ended June 30, 1996 filed with the Securities and Exchange
                   Commission on August 8, 1996.

 10.28             Employment Agreement, dated October 9, 1996, between UMC, UMC
                   Petroleum Corporation and James L. Dunlap, incorporated by
                   reference to Exhibit 10.1 to UMC's Form S-3, Amendment No. 2
                   (No. 333-12823), filed with the Securities and Exchange
                   Commission on October 30, 1996.

 10.29             Form of Indemnification Agreement with a schedule of director
                   signatories, incorporated by reference to Exhibit 10.2 to
                   UMC's Form S-3, Amendment No. 2 (No. 333-12823) filed with
                   the Securities and Exchange Commission on October 30, 1996.

 10.30             Fourth Amendment to the UMC 1994 Employee Nonqualified Stock
                   Option Plan dated May 29, 1997, incorporated herein by
                   reference to Exhibit 4.3.4 to the Company's Form S-8 
                   (No. 333-28017) filed with the Securities and Exchange
                   Commission on May 29, 1997.

 10.31             Second Amendment to the UMC 1994 Outside Directors'
                   Nonqualified Stock Option Plan dated November 13, 1996,
                   incorporated herein by reference to Exhibit 4.4 to the
                   Company's Form S-8 (No. 333-28017) filed with the Securities
                   and Exchange Commission on May 29, 1997.

 11.1*             Calculation of Net Income per Common Share.

 27.1*             Financial Data Schedule, included solely in the Form 10-Q
                   filed electronically with the Securities and Exchange
                   Commission.

______________________
*   Filed herewith.
(B) REPORTS ON FORM 8-K
    None.

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