<PAGE>   1
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                            ----------------------

                                   FORM 10-Q

                            ----------------------


[X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 
         FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

                                       or

[ ]      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 
         For the transition period from _____ to _____


                       Commission File Number: 000-21843


                            TITAN EXPLORATION, INC.
             (Exact name of Registrant as specified in its charter)


                  DELAWARE                               75-2671582
       (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)                Identification No.)



          500 WEST TEXAS, SUITE 500
               MIDLAND, TEXAS                              79701
  (Address of principal executive offices)              (Zip Code)


                                 (915) 682-6612
              (Registrant's telephone number, including area code)


     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                          Yes    [X]     No    [ ]

     As of August 8, 1997, 33,943,543 shares of common stock, par value $.01
per share, of Titan Exploration, Inc. were outstanding.



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<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----        
<S>                                                                                                              <C>
Forward Looking Information and Risk Factors....................................................................  1


                                           PART I -- FINANCIAL INFORMATION

Item 1.        Financial Statements

               Consolidated Balance Sheets as of June 30, 1997 and December 31, 1996............................  2
               Consolidated Statements of Operations for the three and six months ended
                      June 30, 1997 and 1996....................................................................  3
               Consolidated Statements of Cash Flows for the three and six months ended
                      June 30, 1997 and 1996....................................................................  4
               Notes to Consolidated Financial Statements.......................................................  5

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations............  6


                                            PART II -- OTHER INFORMATION

Item 4.        Submission of Matters to a Vote of Security Holders.............................................  11

Item 6.        Exhibits and Reports on Form 8-K................................................................  12

               Signatures....................................................................................... 13
</TABLE>



                                      -i-


<PAGE>   3


                            TITAN EXPLORATION, INC.


                  FORWARD LOOKING INFORMATION AND RISK FACTORS

     Titan Exploration, Inc. (the "Company") or its representatives may make
forward looking statements, oral or written, including statements in this
report's Management's Discussion and Analysis of Financial Condition and
Results of Operations, press releases and filings with the Securities and
Exchange Commission, regarding estimated future net revenues from oil and
natural gas reserves and the present value thereof, planned capital
expenditures (including the amount and nature thereof), increases in oil and
gas production, the number of wells the Company anticipates drilling through
1998 and the Company's financial position, business strategy and other plans
and objectives for future operations. Although the Company believes that the
expectations reflected in these forward looking statements are reasonable,
there can be no assurance that the actual results or developments anticipated
by the Company will be realized or, even if substantially realized, that they
will have the expected effects on its business or operations. Among the factors
that could cause actual results to differ materially from the Company's
expectations are general economic conditions, inherent uncertainties in
interpreting engineering data, operating hazards, delays or cancellations of
drilling operations for a variety of reasons, competition, fluctuations in oil
and gas prices, government regulations and other factors set forth in the
Company's Annual Report on Form 10-K. All subsequent oral and written forward
looking statements attributable to the Company or persons acting on its behalf
are expressly qualified in their entirety by these factors. The Company assumes
no obligation to update any of these statements.





                                      -1-

<PAGE>   4


ITEM 1. FINANCIAL STATEMENTS

                            TITAN EXPLORATION, INC.
                          Consolidated Balance Sheets
                                 (in thousands)

<TABLE>
<CAPTION>
                                     ASSETS                                           JUNE 30,     DECEMBER 31,
                                                                                        1997          1996
                                                                                     ----------    ----------
                                                                                     (unaudited)
<S>                                                                                  <C>           <C>       
Current assets:
   Cash and cash equivalents                                                         $      655    $    6,290
   Accounts receivable:
       Oil and gas                                                                        7,390         8,533
       Other                                                                              1,830           931
   Prepaid expenses and other current assets                                                485           266
                                                                                     ----------    ----------
          Total current assets                                                           10,360        16,020
                                                                                     ----------    ----------

Property, plant and equipment, at cost:
   Oil and gas properties, using the successful efforts method of accounting:
       Proved properties                                                                215,979       194,699
       Unproved properties                                                               10,638           987
   Accumulated depletion, depreciation, and amortization                                (15,545)       (5,624)
                                                                                     ----------    ----------
                                                                                        211,072       190,062
   Other property and equipment, net                                                        832           277
                                                                                     ----------    ----------
                                                                                        211,904       190,339
Other assets, net of accumulated amortization of $329 in 1997 and $203 in 1996              694           820
                                                                                     ----------    ----------
                                                                                     $  222,958    $  207,179
                                                                                     ==========    ==========

                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued liabilities:
       Trade                                                                         $    6,876    $    7,112
       Other                                                                              4,587           784
                                                                                     ----------    ----------
          Total current liabilities                                                      11,463         7,896
                                                                                     ----------    ----------

Long-term debt                                                                           10,000         6,500
Other liabilities                                                                         1,785         1,772
Deferred income tax payable                                                               5,980         3,825
Stockholders' equity:
   Preferred Stock, $.01 par value, 10,000 shares authorized; none issued and
       outstanding                                                                           --            --
   Common Stock, $.01 par value, 60,000 shares authorized; 33,942 shares issued
        and outstanding at June 30, 1997                                                    339           339
   Additional paid-in capital                                                           203,426       203,411
   Deferred compensation                                                                (12,634)      (15,161)
   Retained earnings (deficit)                                                            2,599        (1,403)
                                                                                     ----------    ----------
          Total stockholders' equity                                                    193,730       187,186
                                                                                     ----------    ----------
                                                                                     $  222,958    $  207,179
                                                                                     ==========    ==========
</TABLE>


         See accompanying notes to consolidated financial statements.



                                      -2-
<PAGE>   5



                            TITAN EXPLORATION, INC.

                     Consolidated Statements of Operations
                     (in thousands, except per share data)
                                  (unaudited)


<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED            SIX MONTHS ENDED
                                                         JUNE 30,                     JUNE 30,
                                                 ------------------------    ------------------------
                                                    1997          1996          1997          1996
                                                 ----------    ----------    ----------    ----------
<S>                                              <C>           <C>           <C>           <C>       
Revenues:

   Oil and gas sales                             $   16,166    $    3,431    $   34,168    $    6,655

   Other                                                 37            55            71           135
                                                 ----------    ----------    ----------    ----------

      Total revenues                                 16,203         3,486        34,239         6,790
                                                 ----------    ----------    ----------    ----------

Expenses:

   Oil and gas production                             5,007         1,477        11,968         2,991

   General and administrative                         1,260           543         2,343           958

   Amortization of stock option awards                1,264           192         2,527           384

   Exploration and abandonment                          352            67           756            81

   Depletion, depreciation and amortization           5,460           946        10,099         1,760
                                                 ----------    ----------    ----------    ----------

      Total expenses                                 13,343         3,225        27,693         6,174
                                                 ----------    ----------    ----------    ----------

      Operating income                                2,860           261         6,546           616
                                                 ----------    ----------    ----------    ----------

Other income (expense):

   Interest income                                       38           111            97           245

   Interest expense                                    (244)         (371)         (486)         (711)
                                                 ----------    ----------    ----------    ----------

      Net income before income taxes                  2,654             1         6,157           150

Income tax expense                                      929            --         2,155            --
                                                 ----------    ----------    ----------    ----------

      Net income                                 $    1,725    $        1    $    4,002    $      150
                                                 ==========    ==========    ==========    ==========

      Net income per share                       $      .05    $        -    $      .11    $      .01
                                                 ==========    ==========    ==========    ==========

Weighted average common shares outstanding           35,466        21,772        35,566        21,772
                                                 ==========    ==========    ==========    ==========
</TABLE>


         See accompanying notes to consolidated financial statements.



                                      -3-
<PAGE>   6


                            TITAN EXPLORATION, INC.
                     Consolidated Statements of Cash Flows
                                 (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED     SIX MONTHS ENDED
                                                              JUNE 30,               JUNE 30,
                                                         -------------------   -------------------
                                                           1997       1996       1997       1996
                                                         --------   --------   --------   --------
<S>                                                      <C>        <C>        <C>        <C>     
Cash flows from operating activities:

   Net income                                            $  1,725   $      1   $  4,002   $    150

   Adjustments to reconcile net income to
     net cash provided by operating
     activities:

     Depletion, depreciation and amortization               5,460        946     10,099      1,760

     Amortization of stock option awards                    1,264        192      2,527        384

     Dry holes and abandonments                                --          8         --         18

     Deferred income taxes                                    929         --      2,155         -- 

   Changes in assets and liabilities:

     Accounts receivable                                     (804)      (562)       244       (904)

     Prepaid expenses and other current                       (62)       125       (219)        48
          assets

     Accounts payable and accrued liabilities               1,134      1,536      3,580        594
                                                         --------   --------   --------   --------

       Total adjustments                                    7,921      2,245     18,386      1,900
                                                         --------   --------   --------   --------

       Net cash provided by operating activities            9,646      2,246     22,388      2,050
                                                         --------   --------   --------   --------

Cash flows from investing activities:

   Redemption of short-term investment                         --      5,000         --      5,000

   Additions to oil and gas properties                    (16,218)    (2,144)   (30,931)    (4,285)

   Other                                                     (467)       (12)      (592)       (41)
                                                         --------   --------   --------   --------

       Net cash provided by (used in)
          investing activities                            (16,685)     2,844    (31,523)       674
                                                         --------   --------   --------   --------
Cash flows from financing activities:

   Proceeds from issuance of long-term debt                 9,500         --      9,500         -- 

   Repayments of long-term debt                            (6,000)        --     (6,000)        -- 
                                                         --------   --------   --------   --------

       Net cash provided by financing activities            3,500         --      3,500         -- 
                                                         --------   --------   --------   --------

Net increase (decrease) in cash and cash equivalents       (3,539)     5,090     (5,635)     2,724

Cash and cash equivalents, beginning of period              4,194      3,847      6,290      6,213
                                                         --------   --------   --------   --------

Cash and cash equivalents, end of period                 $    655   $  8,937   $    655   $  8,937
                                                         ========   ========   ========   ========
</TABLE>

         See accompanying notes to consolidated financial statements.



                                      -4-

<PAGE>   7


                            TITAN EXPLORATION, INC.
                   Notes to Consolidated Financial Statements
                             June 30, 1997 and 1996
                                  (Unaudited)


(1)  BASIS OF PRESENTATION

     In the opinion of management, the unaudited consolidated financial
statements of Titan Exploration, Inc. (the "Company") as of June 30, 1997 and
for the three and six months ended June 30, 1997 and 1996 include all
adjustments and accruals, consisting only of normal recurring accrual
adjustments, which are necessary for a fair presentation of the results for the
interim period. These interim results are not necessarily indicative of results
for a full year.

     Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted in this Form 10-Q pursuant to the
rules and regulations of the Securities and Exchange Commission. These
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and notes thereto included in the
Company's 1996 Form 10-K.

     The Company's predecessor was classified as a partnership for federal
income tax purposes. Therefore, no income taxes were paid or accrued prior to
its conversion from a limited partnership to a corporation on September 30,
1996.

(2)  LONG-TERM DEBT

     On October 31, 1996, the Company entered into a credit agreement (the
"Credit Agreement") with Chase Securities, Inc. which established a four year
revolving credit facility, up to the maximum amount of $250 million with an
initial borrowing base of $165 million. All outstanding amounts are due and
payable in full on January 1, 2001. The borrowing base is subject to
redetermination annually by the lenders based on certain proved oil and gas
reserves and other assets of the Company. Proceeds of the credit facility were
utilized to fund the 1996 Acquisition, development of oil and gas reserves and
for general corporate requirements.

     In June 1997, the borrowing base was redetermined by the lenders and reset
at $165 million.

     Effective April 16, 1997, the Company entered into a credit agreement (the
"Unsecured Credit Agreement") with Texas Commerce Bank National Association
(the "Bank"), an affiliate of Chase Securities, Inc., which established a one
year revolving credit facility, up to the maximum amount of $5 million. All
outstanding amounts are due and payable in full on or before March 6, 1998.
Proceeds of the credit facility are utilized to fund short-term needs (less
than thirty days). Commercial paper and money market loans are classified as
long-term debt as the Company intends to refinance them on a long-term basis
either through continued short-term borrowing or available credit facilities.

(3)  STOCKHOLDERS' EQUITY

     In May 1997, the Company announced a plan to repurchase up to $25 million
of the Company's common stock. The repurchases will be made periodically,
depending on market conditions, and will be funded with cash flow from
operations and, as necessary, borrowings under the Credit Agreement. At June
30, 1997, the Company had not repurchased any shares of its common stock.

(4)  EARNINGS PER SHARE

     In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("FAS") No. 128, Earnings per
Share. FAS No. 128 establishes standards for computing and presenting earnings
per share and is effective for periods ending after December 15, 1997. The
impact of the adoption of FAS No. 128 on the Company's earnings per share is
expected to be immaterial.




                                      -5-
<PAGE>   8


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

GENERAL

     Titan Exploration, Inc. is an independent energy company engaged in the
exploration, development and acquisition of oil and gas properties. The
Company's strategy is to grow reserves, production and net income per share
through (i) the acquisition of producing properties that provide development
and exploratory drilling potential, (ii) the exploitation and development of
its reserve base, (iii) the exploration for oil and gas reserves, and (iv) the
implementation of a low operating and overhead structure. The Company has grown
rapidly through the acquisition and exploitation of oil and gas properties,
consummating the acquisition of a concentrated group of Permian Basin producing
oil and gas properties from a large independent company for approximately $40.6
million (the "1995 Acquisition") and additional Permian Basin producing
properties from a major integrated company for approximately $135.7 million
(the "1996 Acquisition").

     The Company's growth resulting from acquisitions has impacted its reported
financial results in a number of ways. Acquired properties frequently may not
have received focused attention prior to sale. After acquisition, certain of
these properties require maintenance, workovers, recompletions and other
remedial activity not constituting capital expenditures, which initially
increase lease operating expenses. The Company may dispose of certain of the
properties if it determines they are outside the Company's strategic focus. The
increased production and revenue resulting from the rapid growth of the Company
has required it to recruit and develop operating, accounting and administrative
personnel compatible with its increased size. As a result, the Company
anticipates a corresponding increase in its general and administrative expense.
As of August 8, 1997, the Company has 43 full time employees and 9 contract
personnel. The Company believes that with its current inventory of drilling
locations and the anticipated additional staff, it will be well positioned to
follow a balanced program of exploration and exploitation activities to
complement its acquisition efforts.




                                      -6-
<PAGE>   9


OPERATING DATA

        The following table sets forth the Company's historical operating data
for the periods indicated.

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                    JUNE 30,                      JUNE 30,
                                                            -------------------------     -------------------------
                                                               1997           1996           1997           1996
                                                            ----------     ----------     ----------     ----------
<S>                                                         <C>            <C>            <C>            <C>       
Production:

   Oil (MBbls)                                                     464            125            895            256

   Gas (MMcf)                                                    5,564            844         10,299          1,698

   Total (MBOE)                                                  1,391            266          2,611            539

Average Sales Prices Per Unit (1):

   Oil (per Bbl)                                            $    17.51     $    17.63     $    19.29     $    17.16

   Gas (per Mcf)                                                  1.45           1.45           1.64           1.33

   BOE                                                           11.62          12.90          13.08          12.35

Expenses Per BOE:

   Production costs, including production taxes (2)         $     3.60     $     5.55     $     4.58     $     5.55

   General and administrative                                     . 91           2.04            .90           1.78

   Depletion, depreciation and amortization                       3.93           3.56           3.87           3.27
</TABLE>

---------------

(1)     Reflects results of hedging activities in 1996.

(2)     These costs include approximately $.42 and $1.07 per BOE of production
        costs primarily attributable to necessary rework operations on the 1995
        Acquisition properties and the 1996 Acquisition properties for the
        three months and six months ended June 30, 1997, respectively.


RESULTS OF OPERATIONS:

THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1996

Oil and Gas Revenues. Revenues from oil and gas operations totaled $16.2
million for the three months ended June 30, 1997 compared to $3.4 million for
the three months ended June 30, 1996. The increase is primarily attributable to
the 1996 Acquisition and continued exploitation of the Company's proved
properties. Of total oil and gas revenues for the three months ended June 30,
1997, revenues of $11.3 million (70%) are attributable to the properties
acquired in the 1996 Acquisition. Hedging activities during the three months
ended June 30, 1996 reduced oil revenues approximately $398,000 ($3.18 per Bbl)
and gas revenues approximately $170,000 ($.20 per Mcf). There were no hedging
activities during the three months ended June 30, 1997.

Production Costs. Oil and gas production costs, including production taxes,
were $5.0 million ($3.60 per BOE) for the three months ended June 30, 1997
compared to $1.5 million ($5.55 per BOE) for the three months ended June 30,
1996. The increase in the absolute amount of production costs was primarily
attributable to production costs associated with the properties acquired in the
1996 Acquisition which totaled $3.1 million ($3.26 per BOE) for the three
months 


                                      -7-
<PAGE>   10


ended June 30, 1997. Production costs for the three months ended June 30, 1997
included $591,000 ($.42 per BOE) of rework expenses attributable to the 1996
Acquisition properties and the 1995 Acquisition properties.

Depletion, Depreciation and Amortization Expense. Depletion, depreciation and
amortization expense was $5.5 million ($3.93 per BOE) for the three months
ended June 30, 1997 compared to $946,000 ($3.56 per BOE) for the three months
ended June 30, 1996. The increase per BOE is due to higher amortization rates
on the properties acquired in the 1996 Acquisition compared to the Company's
other properties.

General and Administrative Expense. General and administrative expense was $1.3
million ($.91 per BOE) for the three months ended June 30, 1997 compared to
$543,000 ($2.04 per BOE) for the three months ended June 30, 1996. The increase
in the absolute amount is due to the additional general and administrative
expenses which are necessary to administer the properties acquired in the 1996
Acquisition. The 55% decrease in general and administrative expenses per BOE
for 1997 as compared to 1996 is due to the spreading of the Company's general
and administrative expenses over a larger production base and to the Company's
efforts to maintain a low overhead structure.

Interest Expense. Interest expense was $244,000 for the three months ended June
30, 1997 compared to $371,000 for the three months ended June 30, 1996. The 34%
decrease is primarily due to the application of proceeds from the initial
offering of common stock to the indebtedness incurred by the Company to fund
the 1995 Acquisition and 1996 Acquisition.

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1996

Oil and Gas Revenues. Revenues from oil and gas operations totaled $34.2
million for the six months ended June 30, 1997 compared to $6.7 million for the
six months ended June 30, 1996. The increase is primarily attributable to the
1996 Acquisition, the increase in the average price received for both oil and
gas, and continued exploitation of the Company's proved properties. Of total
oil and gas revenues for the six months ended June 30, 1997, revenues of $24.2
million (71%) are attributable to the properties acquired in the 1996
Acquisition. The average oil price received increased 12% from $17.16 to $19.29
per Bbl and the average gas price received increased 23% from $1.33 to $1.64
per Mcf for the six months ended June 30, 1996 compared to the six months ended
June 30, 1997. Hedging activities during the six months ended June 30, 1996
reduced oil revenues approximately $577,000 ($2.25 per Bbl) and gas revenues
approximately $339,000 ($.20 per Mcf). There were no hedging activities during
the six months ended June 30, 1997.

Production Costs. Oil and gas production costs, including production taxes,
were $12.0 million ($4.58 per BOE) for the six months ended June 30, 1997
compared to $3.0 million ($5.55 per BOE) for the six months ended June 30,
1996. The increase in the absolute amount of production costs was primarily
attributable to production costs associated with the properties acquired in the
1996 Acquisition which totaled $7.6 million ($4.20 per BOE) for the six months
ended June 30, 1997. Production costs for the six months ended June 30, 1997
included $2.8 million ($1.07 per BOE) of rework expenses attributable to the
1996 Acquisition properties and the 1995 Acquisition properties.

Depletion, Depreciation and Amortization Expense. Depletion, depreciation and
amortization expense was $10.1 million ($3.87 per BOE) for the six months ended
June 30, 1997 compared to $1.8 million ($3.27 per BOE) for the six months ended
June 30, 1996. The increase per BOE is due to higher amortization rates on the
properties acquired in the 1996 Acquisition compared to the Company's other
properties.

General and Administrative Expense. General and administrative expense was $2.3
million ($.90 per BOE) for the six months ended June 30, 1997 compared to
$958,000 ($1.78 per BOE) for the six months ended June 30, 1996. The increase
in the absolute amount is due to the additional general and administrative
expenses which are necessary to administer the properties acquired in the 1996
Acquisition. The 49% decrease in general and administrative expenses per BOE
for 1997 as compared to 1996 is due to the spreading of the Company's general
and administrative expenses over a larger production base and to the Company's
efforts to maintain a low overhead structure.

Interest Expense. Interest expense was $486,000 for the six months ended June
30, 1997 compared to $711,000 for the six months ended June 30, 1996. The 32%
decrease is primarily due to the application of proceeds from the initial




                                      -8-
<PAGE>   11

offering of common stock to the indebtedness incurred by the Company to fund
the 1995 Acquisition and 1996 Acquisition.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary sources of capital have been its initial
capitalization, private equity sales, bank financing, cash flow from operations
and the Company's initial public offering. The 1995 Acquisition was funded with
cash from the Company's initial capitalization, additional private equity sales
and bank financing. The 1996 Acquisition was principally funded with bank
financing, which was repaid with the proceeds from the Company's initial public
offering.

     The Company requires capital primarily for the exploration, development
and acquisition of oil and gas properties, the repayment of indebtedness and
general working capital needs.

Capital Expenditures. The Company's capital expenditure budget for 1997 is
approximately $52.2 million which includes approximately $27.4 million for the
drilling and recompletion of approximately 26 oil and gas wells and 45 workover
projects on its proved properties. The remaining amounts represent expenditures
for geological and geophysical costs, drilling costs and lease acquisition
costs on the Company's unproved properties.

     Cash expenditures for additions to oil and gas properties were $30.9
million for the six months ended June 30, 1997. This includes $8.8 million for
the acquisition of oil and gas leases and $22.1 million for development and
exploratory drilling.

Capital Resources. The Company's primary capital resources are net cash
provided by operating activities and $155 million availability under the
Company's credit facilities.

Net Cash Provided by Operating Activities. Net cash provided by operating
activities, before changes in operating assets and liabilities, was $18.7
million for the six months ended June 30, 1997 compared to $2.3 million for the
six months ended June 30, 1996. The increase was primarily attributable to the
cash flow generated by the 1996 Acquisition and from continued exploitation of
the Company's proved properties.

Credit Agreement. The Credit Agreement established a four year revolving credit
facility, up to the maximum amount of $250 million, subject to a borrowing base
to be determined annually by the lenders based on certain proved oil and gas
reserves and other assets of the Company. Initially, the borrowing base was
established at $165 million. To the extent that the borrowing base is less than
the aggregate principal amount of all outstanding loans and letters of credit
under the Credit Agreement, such deficiency must be cured by the Company
ratably within 180 days, by either prepaying a portion of the outstanding
amounts under the Credit Agreement or pledging additional collateral to the
lenders. A portion of the credit facility is available for the issuance of up
to $15.0 million of letters of credit, of which $250,000 was outstanding at
June 30, 1997.

     In June 1997, the borrowing base was redetermined by the lenders and reset
at $165 million. The Company's outstanding long-term debt under the Credit
Agreement was $10 million at June 30, 1997.

     All outstanding amounts under the Credit Agreement are due and payable in
full on January 1, 2001.

     At the Company's option, borrowings under the Credit Agreement bear
interest at either the "Base Rate" (i.e., the higher of the applicable prime
commercial lending rate, or the federal funds rate plus .5% per annum) or the
Eurodollar rate, plus 1% to 1.50% per annum, depending on the level of the
Company's aggregate outstanding borrowings. In addition, the Company is
committed to pay quarterly in arrears a fee of .30% to .375% of the unused
borrowing base.

     The Credit Agreement contains certain covenants and restrictions that are
customary in the oil and gas industry. In addition, the line of credit is
secured by substantially all of the Company's oil and gas properties.




                                      -9-
<PAGE>   12

Liquidity and Working Capital. At June 30, 1997, the Company had $655,000 of
cash and cash equivalents as compared to $6.3 million at December 31, 1996. The
Company's ratio of current assets to current liabilities was .90 at June 30,
1997 compared to 2.03 at December 31, 1996. Due principally to a reduction in
cash as a result of an intentional change in the way the Company manages its
operating accounts, the Company's working capital decreased $9.2 million from
$8.1 million at December 31, 1996 to a deficit of $1.1 million at June 30,
1997. The timing of short-term receipts and disbursements can cause working
capital fluctuations. Due to its efforts to keep interest expense levels low,
the Company has chosen not to borrow under its Credit Agreement the cash
necessary to maintain a positive working capital position. The Company expects
working capital to increase during the remainder of 1997 due to an anticipated
lower level of capital expenditures during the remainder of 1997.

Unsecured Credit Agreement. Effective April 16, 1997, the Company entered into
a credit agreement (the "Unsecured Credit Agreement") with Texas Commerce Bank
National Association (the "Bank"), an affiliate of Chase Securities, Inc.,
which establishes a one year revolving credit facility, up to the maximum of $5
million. While all outstanding amounts are due and payable in full on or before
March 6, 1998, the Company considers amounts outstanding pursuant to the
Unsecured Credit Agreement as long-term as all amounts are repaid from
available funds under the Credit Agreement. Proceeds of the Unsecured Credit
Agreement are utilized to fund short-term needs (less than thirty days).

     The interest rate of each loan under the Unsecured Credit Agreement is at
a rate determined by agreement between the Company and the Bank. The rate shall
not exceed the maximum interest rate permitted under applicable laws. Interest
rates generally are comparable with Eurodollar rates plus 1% per annum.

ACCOUNTING STANDARD ON EARNINGS PER SHARE

     In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("FAS") No. 128, Earnings per
Share. FAS No. 128 establishes standards for computing and presenting earnings
per share and is effective for periods ending after December 15, 1997. The
impact of the adoption of FAS No. 128 on the Company's earnings per share is
expected to be immaterial.




                                     -10-
<PAGE>   13


PART II - OTHER INFORMATION

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

       (a) The Annual Meeting of Stockholders of the Company was held at 10:00
       a.m., local time, on Wednesday, May 28, 1997.

       (b) Proxies were solicited by the Board of Directors of the Company
       pursuant to Regulation 14A under the Securities Exchange Act of 1934.
       There were no solicitations in opposition to the Board of Directors'
       nominees as listed in the proxy statement and all of such nominees were
       duly elected.

       (c) Out of a total of 33,941,513 shares of common stock of the Company
       outstanding and entitled to vote, 31,123,647 shares were present in
       person or by proxy, representing approximately 91.7%. The only matters
       voted on by the stockholders, as fully described in the definitive proxy
       materials for the annual meeting, were the election of directors of the
       Company and the approval of the selection of independent auditors for
       the Company for 1997. The results were as follows:

            1. To elect a Board of Directors to hold office until the next
            annual meeting of stockholders and until their successors are
            elected and qualified.

<TABLE>
<CAPTION>
                                                                Number of Shares Voting
                                                ------------------------------------------------------------
                                                    For                 Against               Withholding
                                                Election as           Election as      Authority to Vote for
                       Nominees                  Director              Director        Election as Director
                       --------                 -----------           -----------      ---------------------
<S>                                             <C>                        <C>                   <C>    
              Jack Hightower                    31,123,647                 -                     -
              George G. Staley                  31,123,647                 -                     -
              David R. Albin                    31,123,647                 -                     -
              Kenneth A. Hersh                  31,123,647                 -                     -
              William J. Vaughn, Jr.            31,123,647                 -                     -
</TABLE>

            2. To approve the selection, by the Board of Directors, of the
            firm of KPMG Peat Marwick, LLP as independent auditors for the
            Company for 1997.

                      For                       31,123,647
                      Against                        -
                      Abstain                        -

       (d)   Inapplicable.


                                     -11-
<PAGE>   14
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       (a)  Exhibits

            10.13.1 First Amendment to Amended and Restated Credit
                    Agreement, dated May 12, 1997, among Titan Resources, L.P.,
                    The Chase Manhattan Bank, as Administrative Agent, and
                    Financial Institutions now or hereafter parties hereto.

            10.13.2 Form of Guaranty Agreement among The Chase Manhattan
                    Bank, as Administrative Agent, Financial Institutions
                    now or hereafter parties hereto and Titan Exploration,
                    Inc., Titan Resources I, Inc. and Titan Resources Holdings,
                    Inc.

            10.25   Master Promissory Note, dated March 6, 1997, between Titan
                    Resources, L.P. and Texas Commerce Bank National
                    Association.

            27      Financial Data Schedule.





       (b)    Reports Submitted on Form 8-K:

               None.




                                     -12-


<PAGE>   15


                                   SIGNATURE

     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.


                                  TITAN EXPLORATION, INC.



                                  By:/s/ Jack Hightower
                                     ------------------------------------------
                                     Jack Hightower
                                     President and Chief Executive Officer



                                  By:/s/ William K. White
                                     ------------------------------------------
                                     William K. White
                                     Vice President and Chief Financial Officer



Date:  August 11, 1997





                                    -13-
<PAGE>   16

                               INDEX TO EXHIBITS


<TABLE>
EXHIBITS            DESCRIPTION
--------            -----------

<S>        <C>                                                              
  10.13.1  First Amendment to Amended and Restated Credit Agreement, dated
           May 12, 1997, among Titan Resources, L.P., The Chase Manhattan
           Bank, as Administrative Agent, and Financial Institutions now or
           hereafter parties hereto.

  10.13.2  Form of Guaranty Agreement among The Chase Manhattan Bank, as
           Administrative Agent, Financial Institutions now or hereafter
           parties hereto and Titan Exploration, Inc., Titan Resources I, Inc.
           and Titan Resources Holdings, Inc.

  10.25    Master Promissory Note, dated March 6, 1997, between Titan
           Resources, L.P. and Texas Commerce Bank National Association.

  27       Financial Data Schedule.
</TABLE>