<PAGE>

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

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

                                    FORM 10-Q

(Mark One)

   [X]        Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                                   Exchange Act of 1934
                       For the quarterly period ended June 30, 2004

                                            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 0-9498

                          MISSION RESOURCES CORPORATION
             (Exact name of registrant as specified in its charter)

Delaware                                                              76-0437769
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

1331 Lamar, Suite 1455, Houston, Texas                                77010-3039
(Address of principal executive offices)                              (ZIP Code)

                                 (713) 495-3000
               Registrant's telephone number, including area code

                                 Not Applicable
   (Former name, former address and former fiscal year, if changed since last
                                     report)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] NO [X]

As of July 28, 2004, 40,736,304 shares of common stock of Mission Resources
Corporation were outstanding.

<PAGE>

                          MISSION RESOURCES CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                              PAGE #
                                                                                                              ------
<S>                                                                                                           <C>
PART I. FINANCIAL INFORMATION............................................................................        1

   ITEM 1. Financial Statements..........................................................................        1

           Consolidated Balance Sheets:
                June 30, 2004 (Unaudited) and December 31, 2003..........................................        1
           Consolidated Statements of Operations (Unaudited):
                Three months and six months ended June 30, 2004 and 2003.................................        3
           Consolidated Statements of Cash Flows (Unaudited):
                Six months ended June 30, 2004 and 2003..................................................        4
           Notes to Consolidated Financial Statements (Unaudited)........................................        6

   ITEM 2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations..........................................................       24

   ITEM 3. Quantitative and Qualitative Disclosures About Market Risk....................................       40

   ITEM 4. Controls and Procedures.......................................................................       41

PART II. OTHER INFORMATION...............................................................................       43

   ITEM 1. Legal Proceedings.............................................................................       43

   ITEM 2. Change in Securities, Use of Proceeds and Issuer Purchases of Equity Securities...............       43

   ITEM 3. Defaults Upon Senior Securities...............................................................       43

   ITEM 4. Submission of Matters to a Vote of Security Holders...........................................       43

   ITEM 5. Other Information.............................................................................       43

   ITEM 6. Exhibits and Reports on Form 8-K..............................................................       44
</TABLE>

                                       i
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                          MISSION RESOURCES CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                 June 30,       December 31,
                                                                                   2004             2003
                                                                               ------------     ------------
                                                                               (Unaudited)
<S>                                                                            <C>              <C>
                                                   ASSETS

CURRENT ASSETS:
Cash and cash equivalents .................................................    $      5,486     $      2,234
Cash held for reinvestment ................................................             ---           24,877
Accounts receivable .......................................................           3,915            6,327
Accrued revenues ..........................................................          13,642            8,417
Current deferred taxes ....................................................           4,460            3,076
Prepaid expenses and other ................................................           4,060            2,523
                                                                               ------------     ------------
    Total current assets ..................................................          31,563           47,454
                                                                               ------------     ------------

PROPERTY AND EQUIPMENT, AT COST:
Oil and gas properties (full cost), including unproved properties of
   $7,220 and $6,123 excluded from amortization as of June 30,
   2004 and December 31, 2003, respectively ...............................         857,296          805,900
Asset retirement cost .....................................................          12,480           10,987
Accumulated depreciation, depletion and amortization ......................        (545,204)        (514,759)
                                                                               ------------     ------------
    Net property, plant and equipment .....................................         324,572          302,128
                                                                               ------------     ------------

Leasehold, furniture and equipment ........................................           4,709            4,405
Accumulated depreciation ..................................................          (2,441)          (2,065)
                                                                               ------------     ------------
    Net leasehold, furniture and equipment ................................           2,268            2,340
                                                                               ------------     ------------

OTHER ASSETS ..............................................................           8,994            5,404
                                                                               ------------     ------------
                                                                               $    367,397     $    357,326
                                                                               ============     ============
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                       1
<PAGE>

                          MISSION RESOURCES CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                (Amounts in thousands, except share information)

<TABLE>
<CAPTION>
                                                                                 June 30,       December 31,
                                                                                   2004             2003
                                                                               ------------     ------------
                                                                               (Unaudited)
<S>                                                                            <C>              <C>
                                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable ..........................................................    $     10,127     $      8,864
Accrued liabilities .......................................................          17,291            9,131
Interest payable ..........................................................           3,382            3,425
Commodity derivative liabilities ..........................................          13,096            8,597
Asset retirement obligation ...............................................           1,585            1,160
                                                                               ------------     ------------
    Total current liabilities .............................................          45,481           31,177

LONG-TERM DEBT:
Term loan facility ........................................................          25,000           80,000
Revolving credit facility .................................................          14,500              ---
Senior 9 7/8% notes due 2011 ..............................................         130,000              ---
Senior subordinated 10 7/8% notes due 2007 ................................             ---          117,426
Unamortized premium on issuance of senior subordinated 10 7/8
    notes due 2007 ........................................................             ---            1,070
                                                                               ------------     ------------
    Total long-term debt ..................................................         169,500          198,496

LONG-TERM LIABILITIES:
Commodity derivative liabilities, excluding current portion ...............           3,308               80
Deferred income taxes .....................................................          18,684           20,346
Other liabilities .........................................................             ---              130
Asset retirement obligation, excluding current portion ....................          31,381           32,157
                                                                               ------------     ------------
    Total long-term liabilities ...........................................          53,373           52,713

STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value, 5,000,000 shares authorized,
    none issued or outstanding at June 30, 2004 and
    December 31, 2003 .....................................................             ---              ---
Common stock, $0.01 par value, 60,000,000 shares authorized,
    40,701,304 and 28,017,636 shares issued at June 30, 2004
    and December 31, 2003, respectively ...................................             411              284
Additional paid-in capital ................................................         201,929          172,532
Retained deficit ..........................................................         (90,978)         (90,232)
Treasury stock, at cost, 389,000 shares at June 30, 2004
    and December 31, 2003 .................................................          (1,937)          (1,937)
Other comprehensive income (loss), net of taxes ...........................         (10,382)          (5,707)
                                                                               ------------     ------------
      Total stockholders' equity ..........................................          99,043           74,940
                                                                               ------------     ------------

                                                                               $    367,397     $    357,326
                                                                               ============     ============
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                       2
<PAGE>

                          MISSION RESOURCES CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

              (Amounts in thousands, except per share information)

<TABLE>
<CAPTION>
                                                                       Three Months Ended           Six Months Ended
                                                                            June 30                     June 30
                                                                    ------------------------    ------------------------
                                                                       2004          2003          2004          2003
                                                                    ----------    ----------    ----------    ----------
<S>                                                                 <C>           <C>           <C>           <C>
REVENUES:
   Oil and gas revenues .........................................   $   31,635    $   24,438    $   60,431    $   50,175
   Gain (loss) on extinguishments of debt .......................       (4,081)          ---        (2,656)       22,375
   Interest and other income (expense) ..........................         (379)          187        (1,189)          722
                                                                    ----------    ----------    ----------    ----------
                                                                        27,175        24,625        56,586        73,272
                                                                    ----------    ----------    ----------    ----------

COST AND EXPENSES:
   Lease operating expenses .....................................        6,100         8,364        13,206        17,254
   Transportation costs .........................................           63           102            88           192
   Taxes other than income ......................................        2,483         2,152         4,177         4,845
   Asset retirement obligation accretion expense ................          271           343           542           688
   Depreciation, depletion and amortization .....................       11,600         8,904        22,264        17,926
   General and administrative expenses ..........................        2,956         2,860         5,779         5,432
   Interest expense .............................................        5,445         6,432        11,707        12,459
                                                                    ----------    ----------    ----------    ----------
                                                                        28,918        29,157        57,763        58,796
                                                                    ----------    ----------    ----------    ----------
Income (loss) before income taxes and cumulative effect
   of a change in accounting method .............................       (1,743)       (4,532)       (1,177)       14,476
Provision (benefit) for income taxes ............................         (637)       (1,586)         (431)        5,067
                                                                    ----------    ----------    ----------    ----------

Income (loss) before income taxes and cumulative effect
   of a change in accounting method .............................       (1,106)       (2,946)         (746)        9,409
Cumulative effect of a change in accounting method,
   net of deferred tax of $935 in 2003 ..........................          ---           ---           ---        (1,736)
                                                                    ----------    ----------    ----------    ----------

Net income (loss) ...............................................   $   (1,106)   $   (2,946)   $     (746)   $    7,673
                                                                    ==========    ==========    ==========    ==========

Income (loss) before cumulative effect of a change in
   accounting method per share ..................................   $    (0.03)   $    (0.13)   $    (0.02)   $     0.40
                                                                    ==========    ==========    ==========    ==========
Income (loss) before cumulative effect of a change in
   accounting method per share-diluted ..........................   $    (0.03)   $    (0.13)   $    (0.02)   $     0.40
                                                                    ==========    ==========    ==========    ==========

Net income (loss) per share .....................................   $    (0.03)   $    (0.13)   $    (0.02)   $     0.33
                                                                    ==========    ==========    ==========    ==========
Net income (loss) per share-diluted .............................   $    (0.03)   $    (0.13)   $    (0.02)   $     0.33
                                                                    ==========    ==========    ==========    ==========

Weighted average common shares outstanding ......................       40,591        23,508        36,101        23,508
                                                                    ==========    ==========    ==========    ==========

Weighted average common shares outstanding-diluted ..............       40,591        23,508        36,101        23,594
                                                                    ==========    ==========    ==========    ==========
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                       3
<PAGE>

                          MISSION RESOURCES CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                 Six Months Ended June 30,
                                                                               -----------------------------
                                                                                   2004             2003
                                                                               ------------     ------------
<S>                                                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income .........................................................    $       (746)    $      7,673
Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
        Depreciation, depletion and amortization ..........................          22,264           17,926
        (Gain) loss on commodity hedges ...................................             565             (416)
        (Gain) loss on interest rate swap .................................             ---             (520)
        (Gain) loss on extinguishment of debt .............................           2,656          (22,375)
        Cumulative effect of a change in accounting method,
          net of deferred tax .............................................             ---            1,736
        Asset retirement obligation accretion expense .....................             542              688
        Amortization of deferred financing costs and bond
          premium .........................................................             936              916
        Deferred income taxes .............................................            (575)           4,992
        Other .............................................................             368              ---

Change in assets and liabilities:
    Accounts receivable and accrued revenue ...............................          (3,212)           2,545
    Accounts payable and accrued liabilities ..............................           9,413            2,685
    Abandonment costs .....................................................          (1,250)          (2,984)
    Other .................................................................          (1,509)          (2,754)
                                                                               ------------     ------------
    NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES .......................          29,452           10,112

CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of oil and gas properties .................................         (30,344)            (453)
    Additions to oil and gas properties ...................................         (22,365)         (14,858)
    Additions to leasehold, furniture and equipment .......................            (304)            (783)
    Proceeds on sale of oil and gas properties, net .......................           8,556            3,170
    Distribution from equity partner ......................................             178              ---
                                                                               ------------     ------------
    NET CASH FLOWS USED IN INVESTING ACTIVITIES ...........................         (44,279)         (12,924)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from borrowings ..............................................         181,500           80,000
    Repayment of senior subordinate notes & credit facilities .............        (181,011)         (71,700)
    Stock issuance costs, net of proceeds .................................             (51)             ---
    Cash held for reinvestment ............................................          24,877              ---
    Financing costs .......................................................          (7,236)          (4,420)
                                                                               ------------     ------------
    NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES .......................          18,079            3,880

Net increase in cash and cash equivalents .................................           3,252            1,068
Cash and cash equivalents at beginning of period ..........................           2,234           11,347
                                                                               ------------     ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ................................    $      5,486     $     12,415
                                                                               ============     ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements

                                       4
<PAGE>

                          MISSION RESOURCES CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (UNAUDITED)

                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                 Six Months Ended June 30,
                                                                               -----------------------------
                                                                                   2004             2003
                                                                               ------------     ------------
<S>                                                                            <C>              <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the period for:

    Interest ..............................................................    $     10,638     $     14,024

    Income taxes paid (received) ..........................................    $        247     $       (581)
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                       5
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            The accompanying unaudited consolidated financial statements have
      been prepared in accordance with instructions to Form 10-Q and, therefore,
      do not include all disclosures required by accounting principles generally
      accepted in the United States of America. However, in the opinion of
      management, these statements include all adjustments, which are of a
      normal recurring nature, necessary to present fairly the Company's
      financial position at June 30, 2004, and the results of operations and
      changes in cash flows for the periods ended June 30, 2004 and 2003.
      Interim period results are not necessarily indicative of results of
      operations or cash flows for a full year. These financial statements
      should be read in conjunction with the consolidated financial statements
      and notes to the consolidated financial statements in the Mission
      Resources Corporation (the "Company" or "Mission") Annual Report on Form
      10-K for the year ended December 31, 2003.

      Principles of Consolidation

            The consolidated financial statements include the accounts of
      Mission Resources Corporation and its wholly owned subsidiaries. Mission
      owns a 26.6% interest in the White Shoal Pipeline Corporation that is
      accounted for using the equity method. Mission's investment of
      approximately $214,000 at June 30, 2004 is included in the other assets
      line of the Consolidated Balance Sheet. Mission received a $178,000
      distribution from White Shoal Pipeline Corporation in the second quarter
      of 2004.

      Oil and Gas Property Accounting

            The Company uses the full cost method of accounting for its
      investment in oil and gas properties. Under this method of accounting, all
      costs of acquisition, exploration and development of oil and gas reserves
      (including such costs as leasehold acquisition costs, geological
      expenditure, dry hole costs, tangible and intangible development costs and
      direct internal costs) are capitalized as the cost of oil and gas
      properties when incurred. To the extent that capitalized costs of oil and
      gas properties, net of accumulated depreciation, depletion and
      amortization, exceed the discounted future net revenues of proved oil and
      gas reserves net of deferred taxes, such excess capitalized costs would be
      charged to operations. No such charges to operations were required during
      the three and six month periods ending June 30, 2004 or 2003.

            From time to time, certain other receivables are created and may be
      significant. Since Hurricane Lili damaged some of the Company's properties
      in late 2002, we accrued a receivable representing repair costs incurred
      and expected to be reimbursed by insurance. In May 2004, the Company
      received $2.45 million from its insurance carrier as final settlement for
      this hurricane damage claim. The Company has recorded a receivable of
      approximately $1.5 million from a private oil and gas company representing
      six months of override revenue. We expect to collect the entire amount of
      this receivable.

      Royalties Payable

            The accrued liabilities line of the Consolidated Balance Sheet
      includes approximately $4.6 million of royalties that are awaiting
      completion of title opinions. Upon receipt of the title opinions and
      executed division orders, Mission will be required to make payment. This
      liability will increase in size as the well produces until the title
      opinion is completed. Typically, royalties are paid within one to two
      months after the production is sold.

                                       6
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

      Joint Interest Billings

            Joint interest receivables are recorded at the invoiced amount and
      typically do not bear interest. The Company reviews collectibility of such
      receivables monthly. Balances over ninety days past due and exceeding
      $30,000 are reviewed individually for collectibility. Account balances are
      charged against earnings when the Company determines potential for
      recovery is remote. During the three and six months ended June 30, 2004
      approximately $4,000 and $399,000, respectively, of such receivables were
      charged against earnings. The income charge is included in the interest
      and other income line of the Consolidated Statement of Operations. The
      Company does not have any off-balance sheet credit exposure related to its
      customers.

      Comprehensive Income

            Comprehensive income includes all changes in a company's equity
      except those resulting from investments by owners and distributions to
      owners. The Company's total comprehensive income for the three months and
      six months ended June 30, 2004 and 2003 was as follows (in thousands):

<TABLE>
<CAPTION>
                                                                       Three Months Ended           Six Months Ended
                                                                            June 30,                    June 30,
                                                                    ------------------------    ------------------------
                                                                       2004          2003          2004          2003
                                                                    ----------    ----------    ----------    ----------
<S>                                                                 <C>           <C>           <C>           <C>
Net income (loss) ...............................................   $   (1,106)   $   (2,946)   $     (746)   $    7,673
Hedge accounting for derivative instruments, net of tax..........       (3,308)         (957)       (4,675)       (2,846)
                                                                    ----------    ----------    ----------    ----------
Comprehensive income (loss) .....................................   $   (4,414)   $   (3,903)   $   (5,421)   $    4,827
                                                                    ==========    ==========    ==========    ==========
</TABLE>

            The accumulated balance of other comprehensive loss related to hedge
      accounting is as follows (in thousands):

<TABLE>
<CAPTION>
                                                        Six Months Ended June 30,
                                                      -----------------------------
                                                          2004             2003
                                                      ------------     ------------
<S>                                                   <C>              <C>
December 31 balance ..............................    $     (5,707)    $     (4,195)
Net loss on cash flow hedges .....................          (7,140)          (3,675)
Reclassification adjustments .....................             (22)           2,361
Tax effect on hedging activity ...................           2,487           (1,532)
                                                      ------------     ------------
June 30 balance ..................................    $    (10,382)    $     (7,041)
                                                      ============     ============
</TABLE>

      Stock-Based Employee Compensation Plans

                                       7
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

            At June 30, 2004, the Company has two stock-based employee
      compensation plans: the 1996 Stock Incentive Plan and the 2004 Stock
      Incentive Plan. The 2004 Plan was approved by the Board of Directors on
      March 4, 2004 and by the Company's stockholders at the May 19, 2004 annual
      stockholders' meeting. The 1994 Stock Incentive Plan still has options
      outstanding that have not expired or been exercised; however, no new
      options can be granted under the plan. The Company accounts for the plans
      under the recognition and measurement principles of APB Opinion No. 25,
      Accounting or Stock Issued to Employees, and related Interpretations. No
      stock-based employee compensation cost is reflected in net income for
      options granted under those plans when the exercise price of the option is
      equal to the market value of the underlying common stock on the date of
      the grant.

            SFAS No. 148, Accounting for Stock-Based Compensation - Transition
      and Disclosure, amends SFAS No. 123 to provide alternative methods of
      transition for an entity that voluntarily changes to the fair value based
      method of accounting for stock-based employee compensation and to require
      prominent disclosure about the effects on reported net income of an
      entity's accounting policy decisions with respect to stock-based employee
      compensation. SFAS No. 148 amends APB Opinion No. 28, Interim Financial
      Reporting, to require disclosure about those effects in interim financial
      information. Had compensation cost for the Company's stock option
      compensation plans been determined based on the fair value at the grant
      dates for awards under these plans consistent with the method of SFAS No.
      123, the Company's pro forma net income and pro forma net income per share
      of Common Stock would have been as follows:

<TABLE>
<CAPTION>
                                                                       Three Months Ended           Six Months Ended
                                                                            June 30,                    June 30,
                                                                    ------------------------    ------------------------
                                                                       2004          2003          2004          2003
                                                                    ----------    ----------    ----------    ----------
<S>                                                                 <C>           <C>           <C>           <C>
Net income (loss) (in thousands)
 As reported ....................................................   $   (1,106)   $   (2,946)   $     (746)   $    7,673
 Pro forma ......................................................   $   (4,553)   $   (4,705)   $   (4,193)   $    5,877
Earnings (loss) per share
 As reported ....................................................   $    (0.03)   $    (0.13)   $    (0.02)   $     0.40
 Pro forma ......................................................   $    (0.11)   $    (0.20)   $    (0.12)   $     0.25
Diluted earnings (loss) per share
 As reported ....................................................   $    (0.03)   $    (0.13)   $    (0.02)   $     0.33
 Pro forma ......................................................   $    (0.11)   $    (0.20)   $    (0.12)   $     0.25
</TABLE>

      Recently Adopted Pronouncements

            The FASB issued Interpretation No. 46 (R ), Consolidation of
      Variable Interest Entities, an interpretation of APB No. 51, in January
      2003. This interpretation addresses the consolidation by business
      enterprises of variable interest entities as defined in the
      interpretation. The interpretation applies immediately to variable
      interest entities created after January 31, 2003, and to variable
      interests in variable interest entities obtained after January 31, 2003.
      The Company does not own an interest in any variable interest entities;
      therefore, this interpretation does not have a any effect on its financial
      statements. The provisions of this interpretation will be applied in the
      future should Mission acquire or establish a variable interest entity.

      Asset Retirement Obligations

                                       8
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

            In July 2001, the FASB issued SFAS No. 143, Accounting for Asset
      Retirement Obligations, which provided accounting requirements for
      retirement obligations associated with tangible long-lived assets. SFAS
      No. 143 requires that the Company record a liability for the fair value of
      its asset retirement obligation, primarily comprised of its plugging and
      abandonment liabilities, in the period in which it is incurred if a
      reasonable estimate of fair value can be made. The liability is accreted
      at the end of each period through charges to operating expense. The amount
      of the asset retirement obligation is added to the carrying amount of the
      asset and this additional carrying amount is depreciated over the life of
      the asset. If the obligation is settled for other than the carrying amount
      of the liability, the Company will recognize a gain or loss on settlement.

            The Company adopted the provisions of SFAS No. 143 with a
      calculation effective January 1, 2003. The Company's assets are primarily
      working interests in producing oil and gas properties and related support
      facilities. The life of these assets is generally determined by the
      estimation of the quantity of oil or gas reserves available for production
      and the amount of time such production should require. The cost of
      retiring such assets, the asset retirement obligation, is typically
      referred to as abandonment costs. The Company hired independent engineers
      to provide estimates of current abandonment costs on all its properties,
      applied valuation techniques appropriate under SFAS No. 143, and in 2003
      recorded a net initial asset retirement obligation of $44.3 million on its
      Consolidated Balance Sheet. An asset retirement cost of $14.4 million was
      simultaneously capitalized in the oil and gas properties section of the
      Consolidated Balance Sheet. The adoption of SFAS No. 143 was accounted for
      as a change in accounting principle in 2003, requiring that a $2.7 million
      charge, net of $935,000 in deferred tax be recorded to income as a
      cumulative effect of the change in accounting principle.

            The following table shows changes in the asset retirement obligation
      that have occurred in 2004 (amounts in thousands):

<TABLE>
<CAPTION>
                                                          Six Months Ended
Asset Retirement Obligation                                June 30, 2004
--------------------------------------------------        ----------------
<S>                                                       <C>
December 31, 2003 balance ........................            $ 33,317
Liabilities incurred .............................               1,979
Liabilities settled ..............................              (1,074)
Liabilities sold .................................              (1,798)
Accretion expense ................................                 542
                                                              --------
Ending balance ...................................              32,966
                                                              --------
Less: current portion ............................               1,585
                                                              --------
Long-term portion ................................            $ 31,381
                                                              ========
</TABLE>

      Reclassifications

            Certain reclassifications of prior period statements have been made
      to conform with current reporting practices.

      Use of Estimates
                                       9
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

            In order to prepare these financial statements in conformity with
      accounting principles generally accepted in the United States, management
      of the Company has made a number of estimates and assumptions relating to
      the reporting of assets and liabilities, the disclosure of contingent
      assets and liabilities, and reserve information. Actual results could
      differ from those estimates.

2.    STOCKHOLDERS' EQUITY

            On February 25, 2004, the Company acquired $15 million of its
      10 7/8% senior subordinated notes due 2007 from Stellar Funding, Ltd. in
      exchange for 6.25 million shares of the Company's common stock. On March
      15, 2004, the Company acquired an additional $15 million of its 10 7/8%
      senior subordinated notes due 2007 from Harbert Distressed Investment
      Master Fund, Ltd. in exchange for 6.0 million shares of the Company's
      common stock.

            On April 8, 2004, Mission issued 312,000 shares of its common stock
      in lieu of cash to its financial advisors as a fee for services rendered
      during the debt refinancing discussed below in Note 3. The $1.2 million
      fair value of this consideration was recorded as deferred financing costs
      in the other assets line of the Consolidated Balance Sheet.

            The following represents a reconciliation of the numerator and
      denominator of the basic earnings per share computation to the numerator
      and denominator of the diluted earnings per share computation for the
      three and six month periods ended June 30, 2004 and 2003, respectively.
      Additionally, potentially dilutive options and warrants that are not in
      the money are excluded from the computation of diluted earnings per share.
      For the three month periods ended June 30, 2004 and 2003, the potentially
      dilutive options and warrants excluded represented 0.5 million and 1.0
      million shares, respectively. For the six month periods ended June 30,
      2004 and 2003, the potentially dilutive options and warrants excluded
      represent 2.2 million and 2.5 million shares respectively.

                                       10
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

      SFAS No. 128 reconciliation (amounts in thousands except per share
      amounts):

<TABLE>
<CAPTION>
                                             For the Three Months Ended               For the Three Months Ended
                                                    June 30, 2004                           June 30, 2003
                                       --------------------------------------   --------------------------------------
                                          Income         Shares     Per Share     Income         Shares      Per Share
                                       (Numerator)   (Denominator)   Amount     (Numerator)   (Denominator)    Amount
                                       -----------   -------------  ---------   -----------   -------------  ---------
<S>                                    <C>           <C>            <C>         <C>           <C>            <C>
INCOME (LOSS) PER COMMON SHARE:
Income (loss) available to
 common stockholders................   $    (1,106)         40,591  $   (0.03)  $    (2,946)         23,508  $   (0.13)
                                                                    =========                                =========

EFFECT OF DILUTIVE SECURITIES:
Options and warrants................           ---             ---                      ---             ---
                                       -----------   -------------              -----------   -------------

INCOME (LOSS) PER COMMON
 SHARE-DILUTED:
Income (loss) available to
    common stockholders
    and assumed conversions.........   $    (1,106)         40,591  $   (0.03)     $ (2,946)         23,508  $   (0.13)
                                       ===========   =============  =========   ===========   =============  =========
</TABLE>

<TABLE>
<CAPTION>
                                              For the Six Months Ended                 For the Six Months Ended
                                                    June 30, 2004                           June 30, 2003
                                       --------------------------------------   --------------------------------------
                                          Income         Shares     Per Share     Income         Shares      Per Share
                                       (Numerator)   (Denominator)   Amount     (Numerator)   (Denominator)    Amount
                                       -----------   -------------  ---------   -----------   -------------  ---------
<S>                                    <C>           <C>            <C>         <C>           <C>            <C>
INCOME (LOSS) PER COMMON SHARE:
Income (loss) available to
 common stockholders................   $      (746)         36,101  $   (0.02)  $     7,673          23,508  $    0.33
                                                                    =========                                =========

EFFECT OF DILUTIVE SECURITIES:
Options and warrants................           ---             ---                                       86
                                       -----------   -------------              -----------   -------------

INCOME (LOSS) PER COMMON
 SHARE-DILUTED:
Income (loss) available to
    common stockholders
    and assumed conversions.........   $      (746)         36,101  $   (0.02)  $     7,673          23,594  $    0.33
                                       ===========   =============  =========   ===========   =============  =========
</TABLE>

            As of June 30, 2004 and 2003, Mission held in treasury 389,323
      shares of its common stock that had been acquired at an aggregate price of
      $1.9 million. These treasury shares are reported at cost as a reduction to
      Stockholders' Equity.

                                       11
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

3.    LONG TERM DEBT

      Refinancing

            On April 8, 2004, Mission issued new senior notes, announced the
      redemption of its 10 7/8% senior subordinated notes due 2007 (the "10 7/8%
      Notes"), and replaced both its revolving credit facility and its term
      loan. Those transactions and the details of the resulting debt are
      discussed below.

      9 7/8% Notes

            On April 8, 2004, Mission issued $130 million of its 9 7/8% senior
      notes due 2011 (the "9 7/8% Notes") which are guaranteed on an
      unsubordinated, unsecured basis by all of its current subsidiaries.
      Interest on the notes is payable semi-annually, on each April 1 and
      October 1, commencing on October 1, 2004.

            A portion of the net proceeds from the offering of the 9 7/8% Notes
      was used to redeem, on May 10, 2004, the $87.4 million aggregate principal
      amount of the 10 7/8% Notes that remained outstanding. On April 8, 2004,
      the remainder of the net proceeds from the offering of the 9 7/8% Notes,
      together with $21.5 million that was advanced under the new senior secured
      revolving credit facility (as described below) and $25.0 million that was
      borrowed under the new second lien term loan (as described below), was
      used to completely discharge all of the Company's outstanding indebtedness
      under its prior revolving credit facility and term loan.

            At any time on or after April 9, 2005 and prior to April 9, 2008,
      the Company may redeem up to 35% of the aggregate original principal
      amount of the 9 7/8% Notes, using the net proceeds of equity offerings, at
      a redemption price equal to 109.875% of the principal amount of the 9 7/8%
      Notes, plus accrued and unpaid interest. On or after April 9, 2008, the
      Company may redeem all or a portion of the 9 7/8% Notes at the redemption
      prices (expressed as percentages of principal amount) set forth below plus
      accrued and unpaid interest, if redeemed during the twelve-month period
      beginning on April 9 of the years indicated below:

<TABLE>
<CAPTION>
             YEAR                             PERCENTAGE
             ----                             ----------
<S>                                           <C>
2008..........................                104.93750%
2009..........................                102.46875%
2010..........................                100.00000%.
</TABLE>

            If the Company experiences specific kinds of change of control, it
      may be required to purchase all or part of the 9 7/8% Notes at a price
      equal to 101% of the principal amount together with accrued and unpaid
      interest.

            The 9 7/8 Notes contain covenants that, subject to certain
      exceptions and qualifications, limit the Company's ability and the ability
      of certain its subsidiaries to:

            -     incur additional indebtedness or issue certain types of
                  preferred stock or redeemable stock;

            -     transfer or sell assets;

                                       12
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

            -     enter into sale and leaseback transactions;

            -     pay dividends or make other distributions on stock, redeem
                  stock or redeem subordinated debt;

            -     enter into transactions with affiliates;

            -     create liens on its assets;

            -     guarantee other indebtedness;

            -     enter into agreements that restrict dividends from
                  subsidiaries;

            -     make investments;

            -     sell capital stock of subsidiaries; and

            -     merge or consolidate.

            Standard and Poor's and Moody's currently publish debt ratings for
      the 9 7/8% Notes. Their ratings consider a number of items including the
      Company's debt levels, planned asset sales, near-term and long-term
      production growth opportunities, capital allocation challenges and
      commodity price levels. Mission's Standard & Poor's rating on the 9 7/8%
      Notes is "CCC" and its Moody's rating is "Caa2." A decline in credit
      ratings will not create a default or other unfavorable change in the 9
      7/8% Notes.

      Senior Secured Revolving Credit Facility

            On April 8, 2004, the Company entered into a new senior secured
      revolving credit facility with a syndicate of lenders led by Wells Fargo
      Bank, N.A. The facility, which matures on April 8, 2007, is secured by a
      first priority mortgage and security interest in at least 85% of the
      Company's oil and gas properties, all of the ownership interests of all of
      the Company's subsidiaries, and the Company's equipment, accounts
      receivable, inventory, contract rights, general intangibles and other
      assets. The facility is also guaranteed by all of the Company's
      subsidiaries.

            Availability under the facility, which includes a $3 million
      subfacility for standby letters of credit, is subject to a borrowing base
      that is determined at the sole discretion of the facility lenders. The
      initial borrowing base of the facility was $50 million, of which $30
      million was available for general corporate purposes and $20 million was
      available for the acquisition of oil and gas properties approved by the
      lenders. The borrowing base will be redetermined on each April 1 and
      October 1, beginning October 1, 2004. Mission and the lenders each have
      the option to request one unscheduled interim redetermination between
      scheduled redetermination dates. On April 8, 2004, the Company was
      advanced $21.5 million under the facility, which amount, together with a
      portion of the net proceeds from the offering of the 9 7/8% Notes and
      $25.0 million that was borrowed under the new second lien term loan (as
      described below), was used to completely discharge all of the Company's
      outstanding indebtedness under its prior revolving credit facility and
      term loan.

            At June 30, 2004, $14.5 million in borrowings were outstanding and
      $35.4 million was available for borrowing ($20 million of which is only to
      be used for acquisition costs).

            Advances under the facility bear interest, at the Company's option,
      at either (i) a margin (which varies from 25.0 basis points to 125.0 basis
      points based upon utilization of the borrowing

                                       13
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

      base) over the base rate, which is the higher of (a) Wells Fargo's prime
      rate in effect on that day, and (b) the federal funds rate in effect on
      that day as announced by the Federal Reserve Bank of New York, plus 0.5%;
      or (ii) a margin (which varies from 175.0 basis points to 275.0 basis
      points based upon utilization of the borrowing base) over LIBOR. The
      Company is allowed to prepay any base rate or LIBOR loan without penalty,
      provided that each prepayment is at least $500,000 and multiples of
      $100,000 in excess thereof, plus accrued and unpaid interest.

            Standby letters of credit may be issued under the letter of credit
      subfacility. Mission is required to pay, with respect to each issued
      letter of credit, (i) a per annum letter of credit fee equal to the LIBOR
      margin then in effect multiplied by the face amount of such letter of
      credit plus (ii) a fronting fee, which the higher of $500 or 12.5 basis
      points to the issuer of the letters of credit.

            The facility requires the Company to hedge forward, on a rolling
      12-month basis, 50% of proved producing volumes projected to be produced
      over the following 12 months. The Company is also required to hedge
      forward, on a rolling 12-month basis, 25% of proved producing production
      volumes projected to be produced over the succeeding 12-month period. Any
      time that Mission has borrowings under the facility in excess of 70% of
      the borrowing base available for general corporate purposes, the agent
      under the facility may require Mission to hedge a percentage of projected
      production volumes on terms acceptable to the agent.

            The facility also contains the following restrictions on hedging
      arrangements and interest rate agreements: (i) the hedge provider must be
      a lender under the facility or an unsecured counterparty acceptable to the
      agent under the facility; and (ii) total notional volume must be not more
      than 75% of scheduled proved producing net production quantities in any
      period or, with respect to interest rate agreements, notional principal
      amount must not exceed 75% of outstanding loans, including future
      reductions in the borrowing base.

            The facility contains the following covenants which are considered
      important to Mission's operations. At June 30, 2004, Mission was in
      compliance with each of the following covenants:

            -     The Company is required to maintain a current ratio of
                  consolidated current assets (as defined in the facility) to
                  consolidated current liabilities (as defined in the facility)
                  of not less than 1.0 to 1.0;

            -     The Company is required to maintain (on an annualized basis
                  until the passing of four fiscal quarters and thereafter on a
                  rolling four quarter basis) an interest coverage ratio (as
                  defined in the facility) of no less than (i) 2.50 for June 30,
                  2004 through December 31, 2004, (ii) 2.75 for March 31, 2005
                  through June 30, 2005, and (iii) 3.0 for September 30, 2005
                  and thereafter;

            -     The Company is required to maintain (on an annualized basis
                  until the passing of four fiscal quarters and thereafter on a
                  rolling four quarter basis) a leverage ratio (as defined in
                  the facility) of no more than (i) 3.75 for June 30, 2004
                  through September 30, 2004, and (ii) 3.5 for December 31, 2004
                  and thereafter; and

            -     The Company is required to maintain a tangible net worth (as
                  defined in the facility) of not less than 85% of tangible net
                  worth at March 31, 2004, plus 50% of positive

                                       14
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

                  net income after tax distributions, plus 100% of equity
                  offerings after March 31, 2004, excluding any asset impairment
                  charges.

            The facility also includes restrictions with respect to changes in
      the nature of the Company's business; sale of all or a substantial or
      material part of its assets; mergers, acquisitions, reorganizations and
      recapitalizations; liens; guarantees; debt; leases; dividends and other
      distributions; investments; debt prepayments; sale-leasebacks; capital
      expenditures; lease expenditures; and transactions with affiliates.

      Second Lien Term Loan

            On April 8, 2004, Mission entered into a new second lien term loan
      with a syndicate of lenders arranged by Guggenheim Corporate Funding, LLC.
      The loan, which matures on April 8, 2008, is secured by a second priority
      security interest in the assets securing the senior secured revolving
      credit facility. The facility is also guaranteed by all of Mission's
      subsidiaries. On April 8, 2004, the Company borrowed the $25.0 million
      under the loan, which amount, together with a portion of the net proceeds
      from the offering of the 9 7/8% Notes and $21.5 million that was borrowed
      under the senior secured revolving credit facility (as described above),
      was used to completely discharge all of the outstanding indebtedness under
      the prior revolving credit facility and term loan.

            The loan accrues interest in each monthly interest period at the
      rate of 30-day LIBOR plus 525 basis points per annum, payable monthly in
      cash. The Company may prepay the loan at any time after the date six
      months and one day after April 8, 2004 in whole or in part in multiples of
      $1 million at the prices (expressed as percentages of principal amount)
      set forth below, plus accrued and unpaid interest, if prepaid during each
      successive 12-month period beginning on April 9th of each year indicated
      below:

<TABLE>
<CAPTION>
      YEAR                           PREMIUM
      ----                           -------
<S>                                    <C>
2004                                   102%
2005                                   101%
2006 to maturity                       100%
</TABLE>

      provided, however, that no prepayment shall be made prior to the date six
      months and one day after April 8, 2004.

            The loan contains covenants that are no more restrictive than those
      contained in the senior secured revolving credit facility.

      Redeemed 10 7/8% Notes

            In April 1997, the Company issued $100.0 million of 10 7/8% Notes
      due 2007. On May 29, 2001, the Company issued an additional $125.0 million
      of 10 7/8% Notes with identical terms to the notes issued in April 1997 at
      a premium of $1.9 million. The premium was amortized as a reduction of
      interest expense over the life of the 10 7/8% Notes so that the effective
      interest rate on the additional 10 7/8% Notes was 10.5%. The premium was
      shown

                                       15
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

      separately on the Consolidated Balance Sheet. Interest on the 10 7/8%
      Notes was payable semi-annually on April 1 and October 1.

            On March 28, 2003, the Company acquired, in a private transaction
      with various funds affiliated with Farallon Capital Management, LLC,
      approximately $97.6 million in principal amount of the 10 7/8% Notes for
      approximately $71.7 million, plus accrued interest. Immediately after the
      consummation of the transaction, Mission had $127.4 million in principal
      amount of 10 7/8% Notes outstanding. Including costs of the transaction
      and the removal of $2.2 million of previously deferred financing costs
      related to the acquired 10 7/8% Notes, the Company recognized a $22.4
      million gain on the extinguishment of the 10 7/8% Notes.

            In December 2003, February 2004 and March 2004, the Company, in
      three private transactions, acquired $40.0 million aggregate principal
      amount of the 10 7/8% Notes in exchange for an aggregate of 16.75 million
      shares of its common stock as summarized below.

<TABLE>
<CAPTION>
                                                                                 Net Gain on
                                                                                Extinguishment
                                                   Principal       Common         of 10 7/8%
    Date                  Note Holder                Value         Shares           Notes
-------------   -------------------------------   -----------   ------------    --------------
<S>             <C>                               <C>           <C>             <C>
December 2003   FTVIPT - Franklin Income          $10 million   4.50 million    $1.1 million
                Securities Fund and Franklin
                Custodian Funds - Income Series

February 2004   Stellar Funding, Ltd.             $15 million   6.25 million    $0.5 million

March 2004      Harbert Distressed Investment     $15 million   6.00 million    $0.9 million
                Master Fund, Ltd.
</TABLE>

            On May 10, 2004, the remaining $87.4 million of 10 7/8% Notes were
      redeemed at a premium of approximately $1.6 million. This premium is
      included in the $4.1 million ($2.6 million. net of tax) net loss on
      extinguishment of debt reported in the three month period ended June 30,
      2004.

      Former Credit Facilities

            The Company was party to a $150.0 million credit facility with a
      syndicate of lenders. The credit facility was a revolving facility,
      expiring May 16, 2004, which allowed Mission to borrow, repay and
      re-borrow under the facility from time to time. The total amount which
      might be borrowed under the facility was limited by the borrowing base
      periodically set by the lenders based on Mission's oil and gas reserves
      and other factors deemed relevant by the lenders. The facility was re-paid
      in full and cancelled on March 28, 2003.

                                       16
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

            On March 28, 2003, simultaneously with the acquisition of $97.6
      million in principal amount of the 10 7/8% Notes, the Company amended and
      restated the credit facility with new lenders, led by Farallon Energy
      Lending, LLC. The entire $947,000 of deferred financing costs relating to
      the previously existing facility was charged to earnings as a reduction in
      the gain on extinguishment of debt. Under the amended and restated
      facility, the Company borrowed $80.0 million, the proceeds of which were
      used to acquire approximately $97.6 million face amount of 10 7/8% Notes,
      to pay accrued interest on the 10 7/8% Notes purchased, and to pay closing
      costs. The amended and restated facility was cancelled in April 2004 and
      was replaced by the "Senior Secured Revolving Credit Facility" discussed
      above.

4.    DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

            The Company produces and sells crude oil, natural gas and natural
      gas liquids. As a result, its operating results can be significantly
      affected by fluctuations in commodity prices caused by changing market
      forces. The Company periodically seeks to reduce its exposure to price
      volatility by hedging a portion of its production through swaps, options
      and other commodity derivative instruments. A combination of options,
      structured as a collar, is the Company's preferred hedge instrument
      because there are no up-front costs and protection is given against low
      prices. Such hedges assure that Mission receives NYMEX prices no lower
      than the price floor and no higher than the price ceiling. The Company has
      also entered into some commodity swaps that fix the NYMEX price to be
      received. Hedging activities decreased revenues by $4.3 million and $3.7
      million for the three month periods ended June 30, 2004 and 2003,
      respectively, and by $7.1 million and $9.7 million for the six month
      periods ended June 30, 2004 and 2003, respectively.

            The Company's 12-month average realized price, excluding hedges, for
      natural gas was $0.11 per MCF less than the NYMEX MMBTU price. The
      Company's 12-month average realized price, excluding hedges, for oil was
      $1.05 per BBL less than the NYMEX price. Realized prices differ from NYMEX
      as a result of factors such as the location of the property, the heating
      content of natural gas and the quality of oil. The gas differential stated
      above excludes the impact the Mist field gas production that is sold at an
      annually fixed price.

            The Company has elected to designate all hedges by applying the
      interpretations from the FASB's Derivative Implementation Group issue G-20
      ("DIG G-20"). By using the DIG G-20 approach, because the Company's
      collars and swaps meet specific criteria, the time value component is
      included in the hedge relationship and is recorded to other comprehensive
      income ("OCI") rather than to income, which reduces earnings variability.

            Should ineffectiveness occur for reasons other than time, that
      ineffectiveness is recognized currently and is reported in the interest
      and other income line of the Consolidated Statement of Operations. The
      Company has acquired software specifically designed to make the complex
      calculations required by SFAS No. 133, including calculating
      ineffectiveness. The Company recognized a loss related to the
      ineffectiveness of its cash flow hedges in the three and six month periods
      ended June 30, 2004 of approximately $142,000 and $565,000, respectively.
      As the existing hedges settle over the next two years, gains or losses in
      OCI will be reclassified to earnings. At June 30, 2004 strip prices, the
      amount expected to be reclassified over the next twelve months will be a
      $12.7 million loss.

                                       17
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

            The following tables detail the cash flow commodity hedges that were
      in place at June 30, 2004.

      OIL HEDGES

<TABLE>
<CAPTION>
                                                     NYMEX       NYMEX
                                                     PRICE       PRICE
                    BBLS                           FLOOR/SWAP   CEILING
     PERIOD        PER DAY   TOTAL BBLS    TYPE        AVG.       AVG.
----------------   -------   ----------   ------   ----------   -------
<S>                <C>       <C>          <C>      <C>          <C>
Third Qtr. 2004     2,500      230,000     Swap      $24.30       N/A
Fourth Qtr. 2004    2,500      230,000     Swap      $23.97       N/A
First Qtr. 2005     2,000      180,000    Collar     $27.14     $ 30.19
Second Qtr. 2005    1,500      136,500    Collar     $26.33     $ 28.79
Third Qtr. 2005     1,500      138,000    Collar     $26.17     $ 27.90
Fourth Qtr. 2005    1,500      138,000    Collar     $26.00     $ 27.33
First Qtr. 2006       250       22,500    Collar     $26.46     $ 30.90
Second Qtr. 2006      250       22,750    Collar     $26.29     $ 30.75
Third Qtr. 2006       250       23,000    Collar     $26.24     $ 30.51
Fourth Qtr. 2006      250       23,000    Collar     $26.03     $ 30.15
</TABLE>

GAS HEDGES

<TABLE>
<CAPTION>
                                                                        NYMEX
                                                      NYMEX             PRICE
                    MMBTU       TOTAL              PRICE FLOOR         CEILING
     PERIOD        PER DAY      MMBTU      TYPE       AVG.               AVG.
----------------   -------    ---------    ----    -----------         -------
<S>                <C>        <C>         <C>      <C>                 <C>
Third Qtr. 2004     19,000    1,748,000   Collar      $4.71             $5.65
Fourth Qtr. 2004    16,500    1,518,000   Collar      $4.64             $5.73
First Qtr. 2005     12,000    1,080,000   Collar      $4.85             $8.85
Second Qtr. 2005     8,000      728,000   Collar      $4.66             $5.83
Third Qtr. 2005      8,000      736,000   Collar      $4.66             $5.80
Fourth Qtr. 2005     8,000      736,000   Collar      $4.66             $6.28
First Qtr. 2006      2,000      180,000   Collar      $5.00             $8.00
</TABLE>

            The Company may also enter into financial instruments such as
      interest rate swaps to manage the impact of interest rates. Effective
      September 22, 1998, the Company entered into an eight and one-half year
      interest rate swap agreement with a notional value of $80.0 million. Under
      the agreement, Mission received a fixed interest rate and paid a floating
      interest rate. The Company paid $1.3 million to the counter party in
      February 2003 to cancel the swap.

                                       18
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

5.    INCOME TAXES

            The provision for federal and state income taxes for the three
      months and six months ended June 30, 2004 was based upon a 36.5% effective
      tax rate. In assessing the realizability of the deferred tax assets,
      management considers whether it is more likely than not that some portion
      or all of the deferred tax assets will not be realized. The ultimate
      realization of deferred tax assets is dependent upon the recognition of
      future taxable income during the periods in which those temporary
      differences are available. Based upon projections for future state taxable
      income, management believes it is more likely than not that the Company
      will not realize its entire deferred tax asset related to state income
      taxes. In addition, management believes it is more likely than not that
      the Company will not realize its deferred tax asset related to the
      impairment of the interest in Carpatsky. A valuation allowance of
      approximately $5.1 million has been recorded at June 30, 2004.

            On December 17, 2003, the Company issued 4.5 million shares of
      common stock in exchange for the surrender of $10 million of the 10 7/8%
      Notes. As a result of this transaction, management believes that the
      Company has experienced an "ownership change" as defined in Section 382 of
      the Internal Revenue Code, which could result in the imposition of
      significant limitations on the future use of the Company's existing net
      operating loss and tax credit carryforwards in the future. As of June 30,
      2004, management believes that the limitations imposed by Section 382 will
      not affect the Company's ability to fully utilize its net operating loss
      and tax credit carryforwards to offset future taxable income and related
      tax liabilities.

6.    GUARANTEES

            In 1993 and 1996 the Company entered into agreements with surety
      companies and with Torch Energy Advisors Incorporated ("Torch") and Nuevo
      Energy Company ("Nuevo") whereby the surety companies agreed to issue such
      bonds to the Company, Torch and/or Nuevo. However, Torch, Nuevo and the
      Company agreed to be jointly and severally liable to the surety company
      for any liabilities arising under any bonds issued to the Company, Torch
      and/or Nuevo. Torch currently has no bonds outstanding pursuant to these
      agreements and Nuevo has issued approximately $35 million of bonds. The
      Company has notified the sureties that it will not be responsible for any
      new bonds issued to Torch or Nuevo. However, the sureties are permitted
      under these agreements to seek reimbursement from the Company, as well and
      from Torch and Nuevo, if the surety makes any payments under the bonds
      issued to Torch and Nuevo. On May 17, 2004, Plains Exploration and
      Production Company announced it had completed the acquisition of Nuevo
      Energy Company effective May 14, 2004.

            The Company's subsidiaries, Mission E&P Limited Partnership, Mission
      Holdings LLC and Black Hawk Oil Company are guarantors under the Senior
      Secured Revolving Credit Facility, the Second Lien Term Loan and the
      indenture for the 9 7/8% Notes.

7.    SUPPLEMENTAL GUARANTOR INFORMATION - UNAUDITED

            Mission E&P Limited Partnership, Mission Holdings LLC and Black Hawk
      Oil Company, all subsidiaries of Mission Resources Corporation
      (collectively, the "Guarantor Subsidiaries") are guarantors under the
      Senior Secured Revolving Credit Facility, the Second Lien Term Loan and
      the indenture for the 9 7/8% Notes. The Company does not believe that
      separate financial statements and other disclosures concerning the
      Guarantor Subsidiaries would

                                       19
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

      provide any additional information that would be material to investors in
      making an investment decision.

               CONDENSED CONSOLIDATING BALANCE SHEETS - UNAUDITED
                               AS OF JUNE 30, 2004
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      MISSION       GUARANTOR
                                                                     RESOURCES     SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                                    ------------   ------------   ------------   ------------
<S>                                                                 <C>            <C>            <C>            <C>
Total current assets ............................................   $     25,731   $      5,832                  $     31,563
Net property, plant and equipment ...............................        183,099        141,473                       324,572
Net leasehold, furniture and equipment ..........................          2,235             33                         2,268
Investment in subsidiaries ......................................        146,725        143,970       (290,695)           ---
Total other assets ..............................................          8,994            ---                         8,994
                                                                    ------------   ------------   ------------   ------------
   Total assets .................................................   $    366,784   $    291,308   $   (290,695)  $    367,397
                                                                    ============   ============   ============   ============

Total current liabilities .......................................   $     43,057   $      2,424                  $     45,481
Long-term debt ..................................................        169,500            ---                       169,500
Deferred taxes ..................................................        (40,776)        59,460                        18,684
Other long-term liabilities .....................................          3,308            ---                         3,308
Intercompany ....................................................         52,244        (52,244)                          ---
Asset retirement obligation,
 excluding current portion ......................................         20,883         10,498                        31,381
Total stockholders' equity ......................................        118,568        271,170       (290,695)        99,043
                                                                    ------------   ------------   ------------   ------------
   Total liabilities and stockholders' equity ...................   $    366,784   $    291,308   $   (290,695)  $    367,397
                                                                    ============   ============   ============   ============
</TABLE>

                                       20
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

              CONDENSED CONSOLIDATING INCOME STATEMENTS - UNAUDITED
                        FOR THE YEAR ENDED JUNE 30, 2004
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      MISSION       GUARANTOR
                                                                     RESOURCES     SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                                    ------------   ------------   ------------   ------------
<S>                                                                 <C>            <C>            <C>            <C>
Revenues ........................................................   $     40,299   $     16,287                  $     56,586
Equity in earnings from subsidiaries ............................            628            ---           (628)           ---
Expenses ........................................................        (44,219)       (13,544)                      (57,763)
                                                                    ------------   ------------   ------------   ------------
Net earnings (loss) before income taxes .........................         (3,920)         2,743           (628)        (1,177)
Income taxes ....................................................         (2,546)         2,115                          (431)
                                                                    ------------   ------------   ------------   ------------
Net earnings (loss) .............................................   $       (746)  $        628   $       (628)  $       (746)
                                                                    ============   ============   ============   ============
</TABLE>

           CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS - UNAUDITED
                        FOR THE YEAR ENDED JUNE 30, 2004
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      MISSION       GUARANTOR
                                                                     RESOURCES     SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                                    ------------   ------------   ------------   ------------
<S>                                                                 <C>            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss) ..............................................   $       (746)  $        628   $       (628)  $       (746)
 Non-cash adjustments ...........................................         19,804          6,324            628         26,756
 Changes in assets and liabilities ..............................        (24,294)        27,736                         3,441
                                                                    ------------   ------------   ------------   ------------
 Net cash provided by operating activities ......................         (5,236)        34,688            ---         29,452
                                                                    ------------   ------------   ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Net property, plant and equipment ..............................         (9,520)       (34,633)                      (44,153)
 Leasehold, furniture and equipment .............................           (250)           (54)                         (304)
 Other ..........................................................            178            ---                           178
                                                                    ------------   ------------   ------------   ------------
 Net cash used in investing activities ..........................         (9,592)       (34,687)           ---        (44,279)
                                                                    ------------   ------------   ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from borrowings .......................................        181,500            ---                       181,500
 Repayment of senior subordinated notes &
  old credit facility ...........................................       (181,011)           ---                      (181,011)
 Stock issuance costs, net of proceeds ..........................            (51)           ---                           (51)
 Financing costs ................................................         (7,236)           ---                        (7,236)
 Restricted cash held for investments ...........................         24,877            ---                        24,877
                                                                    ------------   ------------   ------------   ------------
 Net cash provided by financing activities ......................         18,079            ---            ---         18,079
 Net increase (decrease) in cash and cash
  equivalents ...................................................          3,879              1                         3,252
 Cash and cash equivalents at beginning of period ...............          2,224             10                         2,234
                                                                    ------------   ------------   ------------   ------------
 Cash and cash equivalents at end of period .....................   $      6,103   $         11   $        ---   $      5,486
                                                                    ============   ============   ============   ============
</TABLE>

                                       21
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

               CONDENSED CONSOLIDATING BALANCE SHEETS - UNAUDITED
                             AS OF DECEMBER 31, 2003
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      MISSION       GUARANTOR
                                                                     RESOURCES     SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                                    ------------   ------------   ------------   ------------
<S>                                                                 <C>            <C>            <C>            <C>
Total current assets ............................................   $     40,557   $      6,897                  $     47,454
Net property, plant and equipment ...............................        188,964        113,164                       302,128
Net leasehold, furniture and equipment ..........................          2,361            (21)                        2,340
Investment in subsidiaries ......................................        146,097        143,970       (290,067)           ---
Total other assets ..............................................          5,404            ---                         5,404
                                                                    ------------   ------------   ------------   ------------
   Total assets .................................................   $    383,383   $    264,010   $   (290,067)  $    357,326
                                                                    ============   ============   ============   ============

Total current liabilities .......................................   $     30,185   $        992                  $     31,177
Long-term debt ..................................................        198,496            ---                       198,496
Deferred taxes ..................................................        (37,034)        57,380                        20,346
Other long-term liabilities .....................................            210            ---                           210
Intercompany ....................................................         73,969        (73,969)                          ---
Asset retirement obligation,
 excluding current portion ......................................         23,093          9,064                        32,157
Total stockholders' equity ......................................         94,464        270,543       (290,067)        74,940
                                                                    ------------   ------------   ------------   ------------
   Total liabilities and stockholders' equity ...................   $    383,383   $    264,010   $   (290,067)  $    357,326
                                                                    ============   ============   ============   ============
</TABLE>

8.    SUBSEQUENT EVENTS

            On July 20, 2004, the Company announced that it had retained Petrie
      Parkman & Co., Inc. to assist in evaluating strategic alternatives to
      enhance stockholder value. We cannot assure you that any transaction will
      be entered into or completed as a result of this process.

            On July 29, 2004, the Company released a mid-year reserve update
      based upon the review of Netherland, Sewell & Associates, Inc. The
      reserves were priced at June 30, 2004 period end prices of $36.90 per BBL
      of oil and $6.02 per MMBTU of natural gas. Estimated net proved oil and
      gas reserves at June 30, 2004 were approximately 217 BCFE and the 10%
      present value of future cash flows for such reserves is approximately $407
      million. We more than replaced production through reserve additions and
      extensions. The majority of the extensions are proved undeveloped
      locations identified in the Jalmat field. The Jalmat field acquisition in
      January and April 2004 is the majority of the 32.1 BCFE purchased
      reserves. Set forth below is a reconciliation of our yearend 2003 reserves
      to those reported as of June 30, 2004.

<TABLE>
<CAPTION>
                                                                  BCFE
                                                                 -----
<S>                                                              <C>
Proved reserves at beginning of year....................         177.9
Revisions of previous estimates.........................          (9.7)
Extensions and discoveries..............................          31.9
Production..............................................         (11.8)
Sales of reserves in-place..............................          (3.4)
Purchase of reserves in-place...........................          32.1
                                                                 -----
Proved reserves at June 30, 2004........................         217.0
                                                                 =====
</TABLE>

                                       22
<PAGE>

                          MISSION RESOURCES CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

            On August 4, 2004, the Compensation Committee of the Board of
      Directors of the Company granted to Robert L. Cavnar, Chairman, President
      and CEO of the Company, a nonqualified option to acquire 800,000 shares of
      the Company's common stock. This option has been granted to replace the
      grant of 800,000 share appreciation rights made to Mr. Cavnar in November
      2003. The option was granted under the 2004 Incentive Plan, has a term of
      10 years, is fully vested and has a strike price of $.55 per share, which
      is the same exercise price as the surrendered share appreciation rights.
      As a result of this option having an exercise price below the current
      market value for the Company's common stock, the Company will recognize a
      non-cash compensation expense of approximately $4.1 million ($2.6 million,
      net of tax) in the third quarter of 2004.

                                       23
<PAGE>

                          MISSION RESOURCES CORPORATION

ITEM 2. MANAGEMENTS' DISCUSSION & ANALYSIS AND RESULTS OF OPERATIONS

      Mission is an independent oil and gas exploration and production company.
We drill for, acquire, develop and produce natural gas and crude oil. Our
property portfolio is comprised of long-lived, low-risk assets, like those in
the Permian Basin, and multi-reservoir, high-productivity assets found along the
Gulf Coast and in the Gulf of Mexico. Our operational focus remains on
efficient, well managed upstream natural gas and crude oil exploration and
production. We will continue to pursue complementary acquisitions when the
appropriate opportunities present themselves.

RESULTS OF OPERATIONS

The following table sets forth certain operating information for the Company for
the periods presented:

<TABLE>
<CAPTION>
                                                                       Three Months Ended           Six Months Ended
                                                                            June 30,                    June 30,
                                                                    ------------------------    ------------------------
                                                                       2004          2003          2004          2003
                                                                    ----------    ----------    ----------    ----------
<S>                                                                 <C>           <C>           <C>           <C>
Production:
    Oil and condensate (MBBLs) ..................................        404           534           804         1,096
    Natural gas (MMCF) ..........................................      3,731         2,416         6,947         4,753
    MMCFE .......................................................      6,155         5,620        11,771        11,329

Average sales price including the effect of hedges:
    Oil and condensate (per BBL) ................................      29.36         25.85         28.49         25.27
    Natural gas (per MCF) .......................................       5.30          4.40          5.40          4.73

Average sales price excluding the effect of hedges:
    Oil and condensate (per BBL) ................................      37.05         28.81         35.70         29.74
    Natural gas (per MCF) .......................................       5.63          5.23          5.60          5.74

Average costs per unit of production (per MCFE):
    Lease operating expenses ....................................       0.99          1.49          1.12          1.52
    General & administrative expense ............................       0.48          0.51          0.49          0.48
    Depreciation, depletion and amortization ....................       1.85          1.56          1.86          1.56
</TABLE>

THREE MONTHS ENDED JUNE 30, 2004 AND 2003

NET LOSS

      Net loss for the three months ended June 30, 2004 was $1.1 million or
$0.03 per share. Net loss for the three months ended June 30, 2003 was $2.9
million or $0.13 per share. Higher gas volumes, partially offset by lower oil
volumes resulting from property sales in 2003, lower operating costs and higher
commodity prices were the primary reasons for the improvement in the current
quarter of 2004. A $4.1 million loss ($2.6 million, net of taxes) from the
extinguishment of debt in the three-month period ended June 30, 2004 was the
most significant contributor to the overall loss for the period.

                                       24
<PAGE>

                          MISSION RESOURCES CORPORATION

OIL AND GAS REVENUES

      Oil revenues for the three months ended June 30, 2004 were $11.9 million,
as compared to $13.8 million for the respective period in 2003. Oil production
decreased 24% from 534,000 barrels in the three month period ended June 30, 2003
to 404,000 barrels for the same period of 2004. The sale of the Raccoon Bend and
East Texas fields in the last half of 2003 accounted for the production
decrease. Realized oil prices averaged $29.36 per barrel in the three month
period ended June 30, 2004, as compared to $25.85 per barrel in the three month
period ended June 30, 2003.

      Gas revenues increased 86% from $10.6 million reported for the quarter
ended June 30, 2003 to $19.8 million for the quarter ended June 30, 2004. Gas
production was up 54% compared to the same quarter of 2003 with 3,731 MMCF and
2,416 MMCF produced for the three month periods ended June 30, 2004 and 2003,
respectively. The January and April 2004 acquisitions of the Jalmat field in Lea
County, New Mexico, the LeBlanc #1 well in Vermilion Parish, Louisiana, the
South Marsh Island wells and recompletions, Offshore Louisiana, and the High
Island 553 well, Offshore Texas, account for most of the production increase.
Realized gas prices averaged $5.30 per MCF, or 20% higher, in the three month
period ended June 30, 2004 as compared to $4.40 per MCF in the comparable period
of 2003.

      The realized prices discussed above include the impact of oil and gas
hedges. Decreases of $4.3 million and $3.7 million related to hedging activity
were reflected in oil and gas revenues for the three months ended June 30, 2003
and June 30, 2004, respectively..

EXTINGUISHMENT OF DEBT

      During the three months ended June 30, 2004, a loss of $4.1 million ($2.6
million, net of tax) related to our refinancing was recorded. This loss included
the $1.6 million premium paid to redeem the remaining 10 7/8% Notes plus
additional transaction costs. The write-off of deferred financing costs related
to the cancelled debt, netted against the approximately $710,000 unamortized
issuance premium on the 10 7/8% Notes, accounts for the remaining loss.

INTEREST AND OTHER INCOME (LOSS)

      Interest and other income was a loss of $379,000 for the three months
ended June 30, 2004 and was a gain of $187,000 for the three months ended June
30, 2003. Activity for 2003 included a gain of $208,000 from the amortization of
OCI related to cancelled hedges and $36,000 was collected on previously written
off receivables. In the second quarter of 2004, plugging and abandonment costs
of $255,000 for properties that we no longer own and a loss on hedge
ineffectiveness of $142,000 were our most significant items. These losses were
partially offset by small items of miscellaneous income such as interest on
invested cash.

LEASE OPERATING EXPENSES

      Lease operating expenses decreased from $8.4 million in the three months
ended June 30, 2003 to $6.1 million for the same period of 2004. This decline of
approximately 27% is primarily related to our 2003 sales of high cost properties
and the subsequent redeployment of proceeds into lower cost gas properties.
Lease operating expenses decreased approximately 34% on a per MCFE basis between
the periods to $0.99 per MCFE. In the second quarter of 2004, we recovered
approximately $575,000 of previously paid Waddell Ranch field lease operating
expenses. Exclusive of this recovery, recurring lease operating expense on an
MCFE basis was $1.08 for the quarter ending June 30, 2004.

TAXES OTHER THAN INCOME

                                       25
<PAGE>

                          MISSION RESOURCES CORPORATION

      The table below details the components of taxes other than income and
their respective changes between the periods (dollars in thousands).

<TABLE>
<CAPTION>
                                                      Three Months Ended June 30,             Change
                                                      ----------       ----------    ------------------------
                                                         2004             2003         Amount        Percent
                                                      ----------       ----------    ----------    ----------
<S>                                                   <C>              <C>           <C>           <C>
Production taxes ..................................   $    1,808       $    1,209    $      599        50%
Property taxes ....................................          558              842          (284)      (34%)
Other taxes .......................................          117              101            16        16%
                                                      ----------       ----------    ----------
Taxes other than income ...........................   $    2,483       $    2,152    $      331
                                                      ==========       ==========    ==========
</TABLE>

      Taxes other than income increased from $2.2 million in the three months
ended June 30, 2003 to $2.5 million for the same period of 2004. In general,
production taxes increase as revenue and production increases. In 2004, the
increase in production taxes was disproportionately larger than our revenue
increases because Louisiana's tax rate on natural gas increased by 40% and a
significant portion of our gas production increase is from Louisiana properties.
Offsetting this increase is a 34% reduction in our property taxes. This is due
to the sale of many Texas properties late in 2003, and their replacement with
properties in New Mexico, which has lower property tax rates than Texas.

DEPRECIATION, DEPLETION AND AMORTIZATION

      Depreciation, depletion and amortization ("DD&A") was $11.6 million for
the three months ended June 30, 2004 and $8.9 million for the three months ended
June 30, 2003. DD&A per MCFE has increased from $1.56 per MCFE in the second
quarter of 2003 to $1.85 per MCFE in the second quarter of 2004. The increase in
DD&A on a per MCFE basis reflects the impact of decreases in reserves due to
property sales in 2003. The additions to reserves announced on July 29, 2004
will impact future DD&A rates.

GENERAL AND ADMINISTRATIVE EXPENSES

      General and administrative expenses ("G&A") were $3.0 million in the three
month period ended June 30, 2004, and were $2.9 million in the three month
period ended June 30, 2003. This increase is primarily a result of lower
overhead reimbursements on operated properties as a result of 2003 property
sales.

                                       26
<PAGE>

                          MISSION RESOURCES CORPORATION

INTEREST EXPENSE

      Interest expense decreased 16% to $5.4 million for the three months ended
June 30, 2004 from $6.4 million in the same period in 2003. The following table
details the components of interest and their respective changes between the
periods (dollars in thousands).

<TABLE>
<CAPTION>
                                                                 Three Months Ended June 30,             Change
                                                                 ---------------------------    ------------------------
                                                                     2004           2003          Amount       Percent
                                                                 ------------   ------------    ----------    ----------
<S>                                                              <C>            <C>             <C>           <C>
Interest on senior notes, net of amortized premium ...........   $      4,243   $      3,314    $      929        28%
Interest on term loan ........................................            778          2,499        (1,721)      (69%)
Interest on credit facility ..................................            232            ---           232       100%
Amortization of financing costs ..............................            347            579          (232)      (40%)
Other ........................................................           (155)            40          (195)     (485%)
                                                                 ------------   ------------    ----------
      Reported interest expense ..............................   $      5,445   $      6,432    $     (987)
                                                                 ============   ============    ==========
</TABLE>

      Throughout 2003 and early 2004, interest expense on the term loan was
based on an $80 million principal balance at 12.0% interest. On April 8, 2004,
as part of the debt refinancing, the principal balance on the term loan was
repaid and replaced with a senior secured revolving credit facility and a second
lien term loan with rates between 3.1% and 6.4%. This resulted in a 69%
reduction in interest paid in the three month period ending June 30, 2004, as
compared to the same period in 2003. Partially offsetting this interest
reduction was a one month overlap in interest payments resulting from the
issuance of the 9 7/8% Notes approximately one month before the redemption of
the 10 7/8% Notes.

INCOME TAXES

      The provision for federal and state income taxes for the three months
ended June 30, 2004 was based upon a 36.5% effective tax rate. There is a $5.1
million valuation allowance on deferred taxes applicable at June 30, 2004. In
assessing the realizability of the deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Based upon the projection
for future state taxable income, management believes it is more likely than not
that the Company will not realize its deferred tax asset related to state income
taxes.

SIX MONTHS ENDED JUNE 30, 2004 AND 2003

NET INCOME (LOSS)

      Net loss for the six months ended June 30, 2004 was $746,000 or $0.02 per
share. Net income for the six months ended June 30, 2003 was $7.7 million or
$0.33 per share. The six months ended June 30, 2003 included a $22.4 million
gain ($14.5 million, net of taxes) from the repurchase and retirement of 10 7/8%
Notes in March 2003. Absent the large gain in 2003, the results for the six
month period ended June 30, 2003 would have been a $6.9 million net loss. The
improvement in the six month period ended June 30, 2004 resulted from increased
gas production, higher oil and gas prices and lower lease operating expenses.

OIL AND GAS REVENUES

                                       27
<PAGE>

                          MISSION RESOURCES CORPORATION

      Oil revenues for the six months ended June 30, 2004 were $22.9 million, as
compared to $27.7 million for the respective period in 2003. Oil production
decreased 27 % from 1,096 MBBLs in the six month period ended June 30, 2003 to
804 MBBLs for the same period of 2004. The sale of the Raccoon Bend and East
Texas fields in the last half of 2003, accounts for the production decrease.
Higher realized oil prices that averaged $28.49 per barrel in the six month
period ended June 30, 2004, as compared to $25.27 per barrel in the six month
period ended June 30, 2003 partially offset the oil production decline.

      Gas revenues increased 67% from $22.5 million reported for the six months
ended June 30, 2003 to $37.5 million for the same period 2004. Gas production
was up 46% compared to the same period of 2003 with 6,947 MMCF and 4,753 MMCF
for the six month periods ended June 30, 2004 and 2003, respectively. The
January and April 2004 acquisitions of the Jalmat field in Lea County, New
Mexico, the LeBlanc #1 well in Vermilion Parish, Louisiana, the South Marsh
Island wells and recompletions, Offshore Louisiana, and the High Island 553
well, Offshore Texas, account for most of the production increase. Higher
realized gas prices that averaged $5.40 per MCF, or 14% higher, in the six month
period ended June 30, 2004 as compared to $4.73 per MCF in the comparable period
of 2003.

      The realized prices discussed above include the impact of oil and gas
hedges. Decreases of $7.1 million and $9.7 million related to hedging activity
were reflected in oil and gas revenues for the six months ended June 30, 2004
and 2003, respectively.

EXTINGUISHMENT OF DEBT

      On March 28, 2003, Mission acquired approximately $97.6 million in
principal amount of its 10 7/8% Notes for approximately $71.7 million, plus
accrued interest. The difference between the principal amount of the 10 7/8%
Notes retired and the amount paid to purchase the 10 7/8% Notes is recorded as a
gain on the extinguishment of debt. The costs of the transaction and the removal
of the amount of previously deferred subordinated debt financing costs related
to the retired 10 7/8% Notes were subtracted from the gain resulting in the
$22.4 million gain ($14.5 million, net of tax) on extinguishment of debt.

      In February and March 2004, an additional $30.0 million in principal
amount of the 10 7/8% Notes were retired at a gain of $1.4 million on
extinguishment of debt. During the three months ended June 30, 2004, a loss of
$4.1 million ($2.6 million, net of tax) related to our refinancing was recorded.
This loss included the $1.6 million premium paid to redeem the remaining 10 7/8%
Notes plus additional transaction costs. The write-off of deferred financing
costs related to the cancelled debt, netted against the approximately $710,000
unamortized issuance premium on the 10 7/8% Notes, account for the remaining
loss.

INTEREST AND OTHER INCOME (LOSS)

      Interest and other income was a loss of $1.2 million for the six months
ended June 30, 2004 and was a gain of $0.7 million for the six months ended June
30, 2003. Activity for 2003 includes a gain of $416,000 from the amortization of
OCI related to cancelled hedges and $315,000 of equity in the earnings of White
Shoal Pipeline Corporation. In the first six months of 2004, bad debt expense of
approximately $399,000 related to joint interest receivables, hedge
ineffectiveness loss of $565,000 and plugging and abandonment costs of $293,000
on properties that we no longer own accounted for most of the loss.

LEASE OPERATING EXPENSES

                                       28
<PAGE>

                          MISSION RESOURCES CORPORATION

      Lease operating expense decreased from $17.3 million in the six months
ended June 30, 2003 to $13.2 million for the same period of 2004. This decline
of approximately 24% is primarily related to our 2003 sales of high cost
properties and the subsequent redeployment of proceeds into lower cost gas
properties. Lease operating expenses decreased approximately 26% on a per MCFE
basis between the periods to $1.12 per MCFE. In the second quarter of 2004, we
recovered approximately $575,000 of previously paid Waddell Ranch field lease
operating expenses. Exclusive of this recovery, recurring lease operating
expense on an MCFE basis was $1.17 for the six months ending June 30, 2004.

TAXES OTHER THAN INCOME

      The table below details the components of taxes other than income and
their respective changes between the periods (dollars in thousands).

<TABLE>
<CAPTION>
                                                                     Six Months Ended June 30,             Change
                                                                    ---------------------------   ------------------------
                                                                        2004           2003         Amount       Percent
                                                                    ------------   ------------   ----------    ----------
<S>                                                                 <C>            <C>            <C>           <C>
Production taxes ................................................   $      2,953   $      2,577   $      376        15%
Property taxes ..................................................          1,000          2,047       (1,047)      (51%)
Other taxes .....................................................            224            221            3         1%
                                                                    ------------   ------------   ----------
Taxes other than income .........................................   $      4,177   $      4,845   $     (668)
                                                                    ============   ============   ==========
</TABLE>

      Taxes other than income decreased from $4.8 million in the six months
ended June 30, 2003 to $4.2 million for the same period of 2004. As a result of
the sale of Texas properties late in 2003, and their replacement with properties
in New Mexico, that has lower property tax rates than Texas, our property taxes
have been reduced by 51%. In general, production taxes increase as revenue and
production increases. In 2004, the increase in production taxes was
disporportionately larger than our revenue increases because Louisiana's tax
rate on natural gas increased by 40%.

DEPRECIATION, DEPLETION AND AMORTIZATION

      DD&A was $22.3 million for the six months ended June 30, 2004 and $17.9
million for the six months ended June 30, 2003. DD&A per MCFE has increased from
$1.56 per MCFE in the six months ended June 30, 2003 to $1.86 per MCFE for the
same period in 2004. The increase in DD&A on a per MCFE basis reflects the
impact of decreases in reserves due to property sales in 2003. The additions to
reserves announced on July 29, 2004 will impact future DD&A rates.

GENERAL AND ADMINISTRATIVE EXPENSES

G&A expenses were $5.8 million in the six month period ended June 30, 2004 and
were $5.4 million in the six-month period ended June 30, 2003. Salary and
benefits, travel for road show presentations and lower overhead reimbursement on
operated properties as a result of 2003 property sales, contributed to the
overall increase in G&A as compared to the six month period of 2003. Partially
offsetting such increases was the completion of the extensive review of the land
records incurred in 2003 and lower reserve engineering consulting fees in 2004.

INTEREST EXPENSE

                                       29
<PAGE>

                          MISSION RESOURCES CORPORATION

      Interest expense decreased 6% to $11.7 million for the six months ended
June 30, 2004 from $12.5 million for the same period in 2003. The following
table details the components of interest and their respective changes between
the periods (dollars in thousands).

<TABLE>
<CAPTION>
                                                                     Six Months Ended June 30,             Change
                                                                    ---------------------------   ------------------------
                                                                        2004           2003         Amount       Percent
                                                                    ------------   ------------   ----------    ----------
<S>                                                                 <C>            <C>            <C>           <C>
Interest rate swap (gain) loss ..................................   $        ---   $       (520)  $      520       100%
Interest on senior notes, net of amortized premium ..............          7,132          9,440       (2,308)      (24%)
Interest on term loan ...........................................          3,261          2,499          762        30%
Interest on credit facility .....................................            232             50          182       364%
Amortization of financing costs .................................          1,032          1,058          (26)       (2%)
Other ...........................................................             50            (68)         118       174%
                                                                    ------------   ------------   ----------
      Reported interest expense .................................   $     11,707   $     12,459   $     (752)
                                                                    ============   ============   ==========
</TABLE>

      The interest rate swap was cancelled in February 2003 and was not
replaced. Throughout 2003 and early 2004, we repurchased approximately $137.6
million in 10 7/8% Notes. On May 10, 2004 the remaining $87.4 million of 10 7/8%
Notes were redeemed. This resulted in a 24% reduction in interest paid in the
first six months of 2004 as compared to the same period in 2003.

INCOME TAXES

      The provision for federal and state income taxes for the six months ended
June 30, 2004 was based upon a 36.5% effective tax rate. There was a $5.1
million valuation allowance on deferred taxes applicable at June 30, 2004. In
assessing the realizability of the deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Based upon the projection
for future state taxable income, management believes it is more likely than not
that the Company will not realize its deferred tax asset related to state income
taxes.

FINANCIAL CONDITION

      In 2002, management began evaluating various alternatives to improve
Mission's financial position. In 2003 and the first half of 2004, the following
steps were taken to enhance our financial condition:

      -     The March 2003 repurchase of approximately $97.6 million of 10 7/8%
            Notes financed with an $80.0 million term loan facility.

      -     The establishment of a new revolving credit facility in June 2003,
            making $12.5 million available for short-term borrowings.

      -     The issuance of 16.75 million shares of common stock in exchange for
            $40 million of the 10 7/8% Notes in three transactions in December
            2003, February 2004 and March 2004.

      -     The issuance of $130 million of the 9 7/8% Notes, and the
            simultaneous establishment of a new senior secured revolving credit
            facility and a new second lien term loan.

      -     The redemption of the remaining $87.4 million aggregate principal
            amount of the 10 7/8% Notes at a premium using a portion of the
            proceeds from the issuance of the 9 7/8% Notes.

                                       30
<PAGE>

                          MISSION RESOURCES CORPORATION

      -     The repayment in full of the prior term loan facility using the
            remaining portion of the proceeds from the issuance of the 9 7/8%
            Notes, together with $21.5 million that was advanced under the new
            senior secured revolving credit facility and $25 million that was
            borrowed under the new second lien term loan.

      After completion of these actions, our outstanding indebtedness totaled
$169.5 million at June 30, 2004. The nature of our indebtedness as of June 30,
2004 and December 31, 2003 is summarized on the table below (amounts in
thousands).

<TABLE>
<CAPTION>
                                                                                 June 30,       December 31,
                                                                                   2003             2004
                                                                               ------------     ------------
<S>                                                                            <C>              <C>
Term loan facility ........................................................    $        ---     $     80,000
10 7/8% Notes .............................................................             ---          117,426
Unamortized premium on 107/8% Notes .......................................             ---            1,070
9 7/8% Notes ..............................................................         130,000
Second lien term loan facility ............................................          25,000
Senior secured revolving credit facility(1) ...............................          14,500
                                                                               ------------     ------------
Total debt ................................................................    $    169,500     $    198,496
                                                                               ============     ============
</TABLE>

----------------
(1) $35.4 million was available at June 30, 2004 for additional borrowings under
    this facility.

      On July 20, 2004, Mission announced that it had retained Petrie Parkman &
Co., Inc. to assist in evaluating strategic alternatives to enhance stockholder
value. We cannot assure you that any transaction will be entered into or
completed as a result of this process.

LIQUIDITY AND CAPITAL RESOURCES

      Mission's principal sources of capital for the last three years have been
cash flow from operations, debt sources such as the issuance of bonds or credit
facility borrowings, issuances of common stock, and the sale of oil and gas
properties. Our primary uses of capital have been the funding of exploration and
development projects, property acquisitions and the refinancing of long term
debt.

      At June 30, 2004, we had negative working capital of $13.9 million
compared to a negative working capital, excluding $24.9 million in restricted
cash, of $8.6 million at December 31, 2003. The decrease in working capital can
primarily be attributed to increases in our commodity derivative liabilities and
accrued liabilities partially offset by increases in our cash, receivables and
prepaid expenses.

      The size of our current liability related to commodity derivatives has
increased $4.5 million, as commodity prices increased, contributing to the
working capital reduction. The hedge liability represents the amount by which
actual commodity prices exceed the price caps on our hedges. Should commodity
prices decrease, the liability will decline and the premium over the hedge
prices that we will realize on unhedged production will also reduce. Since
hedges are settled out of the receipts from the sale of production, we
anticipate having adequate cash inflows to settle any hedge payments when they
come due while maintaining revenue near the hedge price.

      Our cash balance increased by approximately $3.3 million from December 31,
2003 to June 30, 2004. We received $3.0 million on June 30, 2004 for the sale of
our rights to the Tranquillon Ridge Prospect, Offshore California.

                                       31
<PAGE>

                          MISSION RESOURCES CORPORATION

      Two components of accrued liabilities account for most of the increase in
accrued liabilities, royalties payable and accrued capital expenditures. The
increase in royalties payable included approximately $4.6 million of royalties
that are awaiting completion of title opinions. Upon receipt of the title
opinions and executed division orders, Mission will be required to make payment.
This payable will increase in size as the well produces each month until paid.
The $1.1 million increase in accrued capital expenditures results from increased
exploratory and development activities in the first half of 2004.

      After considering the impact of these working capital changes and our
forecasts of future results of operations, we believe that cash flows from
operating activities combined with our ability to control the timing of
substantially all of our future exploration and development requirements will
provide us with the flexibility and liquidity to meet our planned capital
requirements for 2004. In addition, our revolving credit facility has $15.4
million available for general corporate purposes, including exploratory and
developmental drilling, and $20.0 million available for acquisitions of oil and
gas properties as of June 30, 2004.

CASH FLOWS

      Net cash flow provided by operations was $29.5 million and $10.1 million
for the six month periods ending June 30, 2004 and 2003, respectively. The
period-to-period increase in cash flow was primarily caused by significantly
higher gas revenues, reduced operating costs and reductions in cash interest
expense.

      Net cash used in investing activities for the six month period ending June
30, 2004 and 2003 was $44.3 million and $12.9 million, respectively. We spent
$30.3 million to acquire oil and gas properties in the six month period ended
June 30, 2004, compared to approximately $453,000 for the same period of 2003.
We invested $22.4 million in exploration and development of oil and gas
properties for the six-month period ended June 30, 2004 compared to $14.9
million for the same period of 2003. Proceeds from property sales were $8.6
million and $3.2 million for the six month periods ending June 30, 2004 and
2003, respectively.

      Net cash provided by financing activities was $18.1 million and $3.9
million in the six month periods ending June 30, 2004 and 2003, respectively.
The largest variance is $24.9 million of cash held for reinvestment to acquire
the Jalmat field in January 2004.

      A capital budget of $34.0 million was originally adopted for the year
2004, with approximately 60% for development, 20% for exploration and 20% for
seismic, land or corporate assets. The budget did not include an estimate for
costs of major acquisitions. As cash flows from operations in 2004 exceed
budgeted levels, we have allocated 50% of such excess cash flows, plus the $3.0
million proceeds from the sale of our rights to Tranquillon Ridge, to capital
projects with the remaining portion to be used to reduce long-term debt. Using
estimated prices of $35.00 per BBL and $5.50 per MMBTU, we believe that we will
spend approximately $48.0 million of cash flow on capital expenditures in 2004
without incurring additional indebtedness.

      We believe that cash flows from operating activities combined with our
ability to control the timing of substantially all of our future exploration and
development requirements will provide us with the flexibility and liquidity to
meet our planned capital requirements for 2004. Natural gas and oil prices, the
timing of our drilling program and drilling results have a significant impact on
the cash flows available for capital expenditures and our ability to borrow and
raise additional capital. Lower prices may also reduce the amount of natural gas
and oil that we can economically produce. Lower prices and/or

                                       32
<PAGE>

                          MISSION RESOURCES CORPORATION

lower production may decrease revenues and cash flows, thus reducing the amount
of financial resources available to meet our capital requirements.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

      Mission is required to make future payments under contractual obligations.
Mission has also made various commitments in the future should certain events
occur or conditions exist. As a result of the Jalmat field acquisition in
January 2004 and the debt for equity swaps in February and March 2004, our
contractual obligations and commercial commitments changed. Additionally, in
April and May of 2004, we substantially refinanced all Mission's existing debt;
therefore, the following tables reflect future estimated payments related to
Mission's obligations and commitments after such changes (amounts in thousands):

<TABLE>
<CAPTION>
 Contractual Cash Obligations: **        Total       2004        2005        2006        2007        2008      Thereafter
-----------------------------------    --------    --------    --------    --------    --------    --------    ----------
<S>                                    <C>         <C>         <C>         <C>         <C>         <C>         <C>
Long Term Debt* ...................    $216,655    $  6,419    $ 12,838    $ 12,838    $ 12,838    $ 12,838    $  158,884
Term Loan .........................      31,095         819       1,625       1,625       1,625      25,401           ---
Operating Leases ..................       2,253         866         709         677           1         ---           ---
                                       --------    --------    --------    --------    --------    --------    ----------
Total Contractual Obligations......    $250,003    $  8,104    $ 15,172    $ 15,140    $ 14,464    $ 38,239    $  158,884
                                       ========    ========    ========    ========    ========    ========    ==========
</TABLE>

-----------------
*  Includes principal of $130 million on the 9 7/8% Notes due 2011 and Note
   interest accrued monthly and payable April 1st and October 1st of each year.

** Due to the completion of the debt refinancing in the second quarter of 2004,
   the Long Term Debt and Term Loan activity was recalculated to reflect current
   obligations and commitments.

<TABLE>
<CAPTION>
      Commercial Commitments:            Total       2004        2005        2006        2007        2008      Thereafter
-----------------------------------    --------    --------    --------    --------    --------    --------    ----------
<S>                                    <C>         <C>         <C>         <C>         <C>         <C>         <C>
Credit Facility ...................    $ 16,285    $    327    $    649    $    649    $ 14,660    $    ---    $      ---
Other Commercial Commitments ......       4,980       4,071         336         262         173         138           ---
                                       --------    --------    --------    --------    --------    --------    ----------

Total Commercial Commitments ......    $ 21,265    $  4,398    $    985    $    911    $ 14,833    $    138    $      ---
                                       ========    ========    ========    ========    ========    ========    ==========
</TABLE>

                                       33
<PAGE>

                          MISSION RESOURCES CORPORATION

SUBSEQUENT EVENTS

      On July 20, 2004, the Company announced that it had retained Petrie
Parkman & Co., Inc. to assist in evaluating strategic alternatives to enhance
stockholder value. We cannot assure you that any transaction will be entered
into or completed as a result of this process.

      On July 29, 2004, the Company released a mid-year reserve update based
upon the review of Netherland, Sewell & Associates, Inc. The reserves were
priced at June 30, 2004 period end prices of $36.90 per BBL of oil and $6.02 per
MMBTU of natural gas. Estimated net proved oil and gas reserves at June 30, 2004
were approximately 217 BCFE and the 10% present value of future cash flows for
such reserves is approximately $407 million. We more than replaced production
through reserve additions and extensions. The majority of the extensions are
proved undeveloped locations identified in the Jalmat field. The Jalmat field
acquisition in January and April 2004 is the majority of the 32.1 BCFE purchased
reserves. Set forth below is a reconciliation of our yearend 2003 reserves to
those reported as of June 30, 2004.

<TABLE>
<CAPTION>
                                                              BCFE
                                                              -----
<S>                                                           <C>
Proved reserves at beginning of year....................      177.9
Revisions of previous estimates.........................       (9.7)
Extensions and discoveries..............................       31.9
Production..............................................      (11.8)
Sales of reserves in-place..............................       (3.4)
Purchase of reserves in-place...........................       32.1
                                                              -----
Proved reserves at June 30, 2004........................      217.0
                                                              =====
</TABLE>

      In general, estimates of economically recoverable oil and natural gas
reserves and of the future net cash flows therefrom are based upon a number of
factors, such as historical production from the properties, assumptions
concerning future oil and natural gas prices, future operating costs and the
assumed effects of regulation by governmental agencies, all of which may vary
considerably from actual results. All such estimates are to some degree
speculative, and classifications of reserves are only attempts to define the
degree of speculation involved. Estimates of the economically recoverable oil
and natural gas reserves attributable to any particular group of properties,
classifications of such reserves based on risk of recovery and estimates of
future net cash flows expected there from, prepared by different engineers or by
the same engineers at different times, may vary. Mission's actual production,
revenues, severance and excise taxes and development and operating expenditures
with respect to its reserves will vary from such estimates, and such variances
could be material.

CRITICAL ACCOUNTING POLICIES

      In response to SEC Release No. 33-8040, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies," we identified those policies of
particular importance to the portrayal of our financial position and results of
operations and those policies that require our management to apply significant
judgment. We believe these critical accounting policies affect the more
significant judgments and estimates used in the preparation of our consolidated
financial statements.

                                       34
<PAGE>

                          MISSION RESOURCES CORPORATION

FULL COST METHOD OF ACCOUNTING FOR OIL AND GAS ASSETS

      We use the full cost method of accounting for investments in oil and gas
properties. Under the full cost method of accounting, all costs of acquisition,
exploration and development of oil and gas reserves are capitalized as incurred
into a "full cost pool". Under the full cost method, a portion of
employee-related costs may be capitalized in the full cost pool if they are
directly identified with acquisition, exploration and development activities.
Generally, salaries and benefits are allocated based upon time spent on
projects. Amounts capitalized can be significant when exploration and major
development activities increase.

      We deplete the capitalized costs in the full cost pool, plus estimated
future expenditures to develop reserves, on a prospective basis using the units
of production method based upon the ratio of current production to total proved
reserves. Depreciation, depletion and amortization is a significant component of
our net income. Proportionally, it represented 36% and 35% of our total oil and
gas revenues for the six month periods ended June 30, 2004 and 2003,
respectively. Any reduction in proved reserves without a corresponding reduction
in capitalized costs will increase the depletion rate. If, during 2004, our
reserves increase by 10%, our depletion per MCFE would decrease approximately
$0.17, or 9%; however, a 10% decrease in reserves would have an 11% impact,
increasing depletion per MCFE by approximately $0.21.

      Both the volume of proved reserves and the estimated future expenditures
used for the depletion calculation are obtained from the reserve estimates
prepared by independent reserve engineers. These reserve estimates rely upon
both the engineers' quantitative and subjective analysis of various data, such
as engineering data, production trends and forecasts, estimated future spending
and the timing of spending. Finally, estimated production costs and commodity
prices are added to the assessment in order to determine whether the estimated
reserves have any value. Reserves that cannot be produced and sold at a profit
are not included in the estimated total proved reserves; therefore the quantity
of reserves can increase or decrease as oil and gas prices change. See "Risk
Factors: Risks Related to Our Business, Industry and Strategy" in our Annual
Report on Form 10-K filed for the fiscal year ended December 31, 2003 for
general cautions concerning the reliability of reserve and future net revenue
estimates by reserve engineers.

      The full cost method requires a quarterly calculation of a limitation on
capitalized costs, often referred to as a full cost ceiling calculation. The
ceiling is the discounted present value of our estimated total proved reserves
adjusted for taxes, using a 10% discount rate. To the extent that our
capitalized costs (net of depreciation, depletion, amortization, and deferred
taxes) exceed the ceiling, the excess must be written off to expense. Once
incurred, this impairment of oil and gas properties is not reversible at a later
date even if oil and gas prices increase. No such impairment was required in the
six months ended June 30, 2004 and 2003.

      While the difficulty in estimating proved reserves could cause the
likelihood of a ceiling impairment to be difficult to predict, the impact of
changes in oil and gas prices is most significant. In general, the ceiling is
lower when prices are lower. Oil and gas prices at the end of the period are
applied to the estimated reserves, then costs are deducted to arrive at future
net revenues, which are then discounted at 10% to arrive at the discounted
present value of proved reserves. Additionally, we adjust the estimated future
revenues for the impact of our existing cash flow commodity hedges. The ceiling
calculation dictates that prices and costs in effect as of the last day of the
period are generally held constant indefinitely. Therefore, the future net
revenues associated with the estimated proved reserves are

                                       35
<PAGE>

                          MISSION RESOURCES CORPORATION

not based on Mission's assessment of future prices or costs, but rather are
based on prices and costs in effect as of the end the period.

      Because the ceiling calculation dictates that prices in effect as of the
last day of the period be held constant, the resulting value is rarely
indicative of the true fair value of our reserves. Oil and natural gas prices
have historically been variable and, on any particular day at the end of a
period, can be either substantially higher or lower than our long-term price
forecast, which we feel is more indicative of our reserve value. You should not
view full cost ceiling impairments caused by fluctuating prices, as opposed to
reductions in reserve volumes, as an absolute indicator of a reduction in the
ultimate value of our reserves.

      Oil and gas prices used in the ceiling calculation at June 30, 2004 were
$36.90 per barrel and $6.02 per MMBTU. A significant reduction in these prices
at a future measurement date could trigger a full cost ceiling impairment. As an
illustration, had oil and gas prices at June 30, 2004 been 10% lower, we would
have been 68% closer to a ceiling impairment. Our hedging program would serve to
mitigate some of the impact of any price decline. If our hedges were excluded
from the ceiling calculation, we would have been 60% closer to a ceiling
impairment.

DERIVATIVE INSTRUMENTS ACCOUNTING

      All of our commodity derivative instruments represent hedges of the price
of future oil and natural gas production. We estimate the fair values of our
hedges at the end of each reporting period. The estimated fair values of our
commodity derivative instruments are recorded in the consolidated Balance Sheet
as assets or liabilities as appropriate.

      For effective hedges, we record the change in the fair value of the hedge
instruments to other comprehensive income, a component of stockholders' equity,
until the hedged oil or natural gas quantities are produced. Any ineffectiveness
in our hedges, which could represent either gains or losses, is reported when
calculated at the end of each accounting period as part of the interest and
other income line of the Statement of Operations.

      Estimating the fair values of commodity hedge derivatives requires complex
calculations, including the use of a discounted cash flow technique and our
subjective judgment in selecting an appropriate discount rate. In addition, the
calculation uses future NYMEX prices, which although posted for trading
purposes, are merely the market consensus of forecast price trends. The results
of our fair value calculation cannot be expected to represent exactly the fair
value of our commodity hedges. We currently use a software product from an
outside vendor to calculate the fair value of our hedges. This vendor provides
the necessary NYMEX futures prices and the calculated volatility in those prices
to us daily. The software is programmed to apply a consistent discounted cash
flow technique, using these variables and a discount rate derived from
prevailing interest rates. This software is successfully used by several of our
peers. Its methods are in compliance with the requirements of SFAS No. 133 and
have been reviewed by a national accounting firm. In order to minimize the
impact on managements' estimates on our ineffectiveness calculation, we began
using this same software to calculate any ineffectiveness in our hedge
relationships. The software facilitates the complex calculations and uses
current prices downloaded to the database, but the results are nevertheless
estimates. The most significant estimate used in the ineffectiveness calculation
is our estimate of future prices. We use the forward price curves posted for
each of our contract prices.

REVENUE RECOGNITION

                                       36
<PAGE>

                          MISSION RESOURCES CORPORATION

      Mission records revenues from sales of crude oil and natural gas when
delivery to the customer has occurred and title has transferred. This occurs
when production has been delivered to a pipeline or a tanker lifting has
occurred. We may share ownership with other producers in certain properties. In
this case, we use the sales method to account for sales of production. It is
customary in the industry for various working interest partners to sell more or
less than their entitled share of natural gas production, creating gas
imbalances. Under the sales method, gas sales are recorded when revenue checks
are received or are receivable on the accrual basis. Typically no provision is
made on the Balance Sheet to account for potential amounts due to or from
Mission related to gas imbalances. If the gas reserves attributable to a
property have depleted to the point that there are insufficient reserves to
satisfy existing imbalance positions, a liability or a receivable, as
appropriate, should be recorded equal to the net value of the imbalance. As of
June 30, 2004, the Company had recorded a net liability of approximately
$899,000, representing approximately 378,000 MCF at an average price of $2.37
per MCF, related to imbalances on properties at or nearing depletion. The net
liability accrued as of June 30, 2003, was $1,236,000 representing 434,525 MCF
at an average price of $2.84 per MCF.

      We value gas imbalances using the price at which the imbalance originated,
if required by the gas balancing agreement, or we use the current price where
there is no gas balancing agreement available. Reserve changes on any fields
that have imbalances could change this liability. We do not anticipate the
settlement of gas imbalances to adversely impact our financial condition in the
future. Settlements are typically negotiated, so the per MCF price for which
imbalances are settled could differ among wells and even among owners in one
well. Exclusive of the liability recorded for properties at or nearing depletion
(see discussion above), the Company's unrecorded imbalance, valued at current
prices would be a $2.1 million liability.

ASSET RETIREMENT, IMPAIRMENT OR DISPOSAL

      We adopted SFAS No. 143, "Accounting for Asset Retirement Obligations"
effective January 1, 2003. Previously our estimate of future plugging and
abandonment and dismantlement costs was charged to income by being included in
the capitalized costs that we depleted using the unit of production method. SFAS
No. 143 requires us to record a liability for the fair value of our estimated
asset retirement obligation, primarily comprised of our plugging and abandonment
liabilities, in the period in which it is incurred. Upon initial implementation,
we estimate asset retirement costs for all of our assets as of such date,
inflation adjust those costs to the forecast abandonment date, discount that
amount back to the date we acquired the asset and record an asset retirement
liability in that amount with a corresponding addition to our asset value. Then
we must compute all depletion previously taken on future plugging and
abandonment costs, and reverse that depletion. Finally, we must accrete the
liability to present day. Any income effect of this initial implementation is
reflected as a change in accounting method on our Statement of Operations.

      After initial implementation, we reduce the liability as abandonment costs
are incurred. We will accrete the liability quarterly using the period and
effective interest rates determined at implementation. As new wells are drilled
or purchased their initial asset retirement cost and liability will be
calculated and recorded. Should either the estimated life or the estimated
abandonment costs of a property change upon our quarterly review, a new
calculation is performed using the same methodology of taking the abandonment
cost and inflating it forward to its abandonment date and then discounting it
back to the present using our risk-adjusted rate. The carrying value of the
asset retirement obligation is adjusted to the newly calculated value, with a
corresponding offsetting adjustment to the asset retirement cost; therefore,
abandonment costs will almost always approximate the estimate. We have developed
a process through which to track and monitor the obligations for each asset
following implementation of SFAS No. 143.

                                       37
<PAGE>

                          MISSION RESOURCES CORPORATION

      When wells are sold the related liability and asset costs are removed from
the Balance Sheet. Any difference between the two remains in the full cost pool.
SFAS No. 143 does not specifically address the proper accounting to be applied
by a full cost method company when properties are sold. A May 23, 2003 letter to
the FASB and the SEC from a group of concerned companies makes inquiries and
outlines possible alternatives, including our current treatment. Should a
clarification be issued, there is a chance that Mission's treatment will be
required to change and income would be impacted.

      As with previously discussed estimates, the estimation of our initial
liability and its subsequent remeasurements is dependent upon many variables. We
attempt to limit the impact of management's judgment on these variables by using
the input of qualified third parties when possible. We engaged an independent
engineering firm to evaluate our properties annually and to provide us with
estimates of abandonment costs. We used the remaining estimated useful life from
the yearend reserve reports by Netherland, Sewell & Associates, Inc. in
estimating when abandonment could be expected for each property. The resulting
estimate, after application of a discount factor and some significant
calculations, could differ from actual results, despite all our efforts to make
the most accurate estimation possible.

INCOME TAXES

      Mission has accumulated substantial income tax deductions that have not
yet been used to reduce cash income taxes actually paid with the filing of our
income tax returns. These accumulated deductions are commonly referred to as
"net operating loss carryforwards" or "NOLs".

      Our NOLs are, subject to a number of restrictions, available to reduce
cash taxes that may become owed in future years. In accordance with the
accounting for income taxes under SFAS No. 109, we record a deferred tax asset
and a reduction of our tax expense for our NOLs. If we estimate that some or all
of our NOLs are more likely than not going to expire or otherwise not be
utilized to reduce future tax, we record a valuation allowance to remove the
benefit of those NOLs from our financial statements

      One of the restrictions on the future use of NOLs is contained in Section
382 of the Internal Revenue Code. In general, Section 382 provides that the
amount of existing NOLs that may be used to offset future taxable income after
the occurrence of an "ownership change" (as defined solely for Section 382
purposes) is limited to an amount that is determined, in part, by the fair
market value of the enterprise at the time the ownership change occurred. The
fair market value of the enterprise's individual assets and the timing in which
the value of those assets are realized are also factors that impact the amount
of NOLs available under Section 382 ("382 Limitation").

      As a result of our issuance of common stock in exchange for the retirement
of a portion of our 10 7/8% senior subordinated notes in December 2003, we
experienced an "ownership change" as defined under Section 382. Consequently, we
have included the estimated impact that a 382 Limitation may have upon the
future availability of our NOLs as part of our evaluation under SFAS 109.

      Consistent with previously described estimates, the initial estimation of
the future benefit of our NOLs is dependent upon many variables and is subject
to change. Management's judgment on these variables is based upon the input of
qualified third parties when possible. We have used information derived from the
public equity markets as well as data provided by an independent engineering
firm to assist us with determining fair market values. We have engaged an
international independent public accounting firm to assist us in applying the
numerous and complicated tax law requirements. However, despite our attempt to
make the most accurate estimates possible, the ultimate utilization of our NOLs
is highly dependent upon our actual production and the realization of taxable
income in future periods.

                                       38
<PAGE>

                          MISSION RESOURCES CORPORATION

FORWARD-LOOKING STATEMENTS

      This quarterly report on Form 10-Q includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended ("Exchange Act"). All statements other than statements of historical
fact are forward-looking statements. Forward-looking statements are subject to
certain risks, trends and uncertainties that could cause actual results to
differ materially from those projected. Among those risks, trends and
uncertainties are our estimate of the sufficiency of existing capital sources,
our highly leveraged capital structure, our ability to raise additional capital
to fund cash requirements for future operations, the uncertainties involved in
estimating quantities of proved oil and natural gas reserves, in prospect
development and property acquisitions and in projecting future rates of
production, the timing of development expenditures and drilling of wells, and
the operating hazards attendant to the oil and gas business. Although we believe
that in making such forward-looking statements our expectations are based upon
reasonable assumptions, such statements may be influenced by factors that could
cause actual outcomes and results to be materially different from those
projected. We cannot assure you that the assumptions upon which these statements
are based will prove to have been correct.

                                       39
<PAGE>

                          MISSION RESOURCES CORPORATION

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Mission is exposed to market risk, including adverse changes in commodity prices
and interest rate.

COMMODITY PRICE RISK

      Mission produces and sells crude oil, natural gas and natural gas liquids.
As a result, our operating results can be significantly affected by fluctuations
in commodity prices caused by changing market forces. We periodically seek to
reduce our exposure to price volatility by hedging a portion of production
through swaps, options and other commodity derivative instruments. A combination
of options, structured as a collar, is our preferred hedge instrument because
there are no up-front costs and protection is given against low prices. These
collars assure that the NYMEX prices we receive on the hedged production will be
no lower than the price floor and no higher than the price ceiling. The oil
hedges that are swaps fix the price to be received.

      Our 12-month average realized price, excluding hedges, for natural gas per
MCF was $0.11 less than the NYMEX MMBTU price. Our 12-month average realized
price, excluding hedges, for oil was $1.05 per BBL less than NYMEX. Realized
prices differ from NYMEX as a result of factors such as the location of the
property, the heating content of natural gas and the quality of oil. The gas
differential stated above excludes the impact the Mist field gas production that
is sold at an annually fixed price.

      By removing the price volatility from hedged volumes of oil and natural
gas production, we have mitigated, but not eliminated, the potential negative
effect of declining prices on our operating cash flow. The potential for
increased operating cash flow due to increasing prices has also been reduced. If
all our commodity hedges were to settle at June 30, 2004 prices, our cash flows
would decrease by $16.4 million; however the actual settlement of our hedges
will increase or decrease cash flows over the period of the hedges at varying
prices.

      As of August 3, 2004, Mission had the following hedges in place:

      OIL HEDGES

<TABLE>
<CAPTION>
                                                     NYMEX       NYMEX
                                                     PRICE       PRICE
                    BBLS                           FLOOR/SWAP   CEILING
     PERIOD        PER DAY   TOTAL BBLS    TYPE        AVG.       AVG.
----------------   -------   ----------   ------   ----------   -------
<S>                <C>       <C>          <C>      <C>          <C>
Third Qtr. 2004     2,500      230,000     Swap      $24.30       N/A
Fourth Qtr. 2004    2,500      230,000     Swap      $23.97       N/A
Fourth Qtr. 2004      500       46,000    Collar     $35.00     $ 46.15
First Qtr. 2005     2,500      225,000    Collar     $28.71     $ 32.78
Second Qtr. 2005    2,000      182,000    Collar     $28.50     $ 31.82
Third Qtr. 2005     2,000      184,000    Collar     $28.13     $ 31.04
Fourth Qtr. 2005    2,000      184,000    Collar     $27.75     $ 30.65
First Qtr. 2006       750       67,500    Collar     $30.15     $ 37.07
Second Qtr. 2006      750       68,250    Collar     $30.10     $ 36.35
Third Qtr. 2006       750       69,000    Collar     $29.41     $ 36.40
Fourth Qtr. 2006      750       69,000    Collar     $29.34     $ 35.92
</TABLE>

                                       40
<PAGE>

                          MISSION RESOURCES CORPORATION

      GAS HEDGES

<TABLE>
<CAPTION>
                                                                 NYMEX
                                                      NYMEX      PRICE
                    MMBTU       TOTAL              PRICE FLOOR  CEILING
     PERIOD        PER DAY      MMBTU      TYPE       AVG.        AVG.
----------------   -------    ---------   ------   -----------  -------
<S>                <C>        <C>         <C>      <C>          <C>
Third Qtr. 2004     19,000    1,748,000   Collar      $4.71      $5.65
Fourth Qtr. 2004    16,500    1,518,000   Collar      $4.64      $5.73
First Qtr. 2005     12,000    1,080,000   Collar      $4.85      $8.85
Second Qtr. 2005     8,000      728,000   Collar      $4.66      $5.83
Third Qtr. 2005      8,000      736,000   Collar      $4.66      $5.80
Fourth Qtr. 2005     8,000      736,000   Collar      $4.66      $6.28
First Qtr. 2006      2,000      180,000   Collar      $5.00      $8.00
</TABLE>

      These commodity derivative agreements expose Mission to counter party
credit risk to the extent the counter party is unable to met its monthly
settlement commitment to Mission. Mission believes it selects creditworthy
counter parties to its hedge transactions and has entered into all of its
derivative positions with only two different counter parties in order to
minimize this risk. Each of Mission's counter parties have long term senior
unsecured debt ratings of at least A/A2 by Standard & Poor's or Moody's.

INTEREST RATE RISK

      Effective September 22, 1998, Mission entered into an eight and one-half
year interest rate swap agreement with a notional value of $80.0 million. Under
the agreement, Mission received a fixed interest rate and paid a floating
interest rate, subject to a cap, based on the simple average of three foreign
LIBOR rates. Mission paid $1.3 million to the counter party in February 2003 to
cancel the swap. A $520,000 gain related to the change in the fair market value
of the swap from January 1, 2002 to the date of cancellation was recognized as a
reduction in interest expense during the quarter ended March 31, 2003.

      Our new senior secured revolving credit facility and term loan have
floating interest rates and as such exposes us to interest rate risk. If
interest rates were to increase 10% over their current levels, and at our
current level of borrowing, our annualized interest expense would increase
$211,000 or 1.4%. We have considered, but have not yet entered into, derivative
transactions designed to mitigate interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

                                       41
<PAGE>

                          MISSION RESOURCES CORPORATION

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      As of the end of the period covered by this report, Mission's principal
executive officer ("CEO") and principal financial officer ("CFO") carried out an
evaluation of the effectiveness of Mission's disclosure controls and procedures
pursuant to Rule 13a-15 of the Securities and Exchange Act of 1934. Based on
those evaluations, the CEO and CFO believe:

      i.    that Mission's disclosure controls and procedures are designed to
            ensure that information required to be disclosed by Mission in the
            reports it files under the Securities Exchange Act of 1934 is
            recorded, processed, summarized and reported within the time periods
            specified in the SEC's rules and forms, and that such information is
            accumulated and communicated to Mission's management, including the
            CEO and CFO, as appropriate to allow timely decisions regarding
            required disclosure; and

      ii.   that Mission's disclosure controls and procedures are effective.

CHANGES IN INTERNAL CONTROLS

      There have been no significant changes in Mission's internal controls over
financial reporting during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, Mission's
control over financial reporting.

                                       42
<PAGE>

                          MISSION RESOURCES CORPORATION

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      The Company is involved in litigation relating to claims arising out of
its operations in the normal course of business, including workmen's
compensation claims, tort claims and contractual disputes. Some of the existing
known claims against the Company are covered by insurance subject to the limits
of such policies and the payment of deductible amounts by the Company.
Management believes that the ultimate disposition of all uninsured or
unindemnified matters resulting from existing litigation will not have a
material adverse effect on the Company's business or financial position.

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
        SECURITIES

                  None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

                  None.

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

      On May 19, 2004, the 2004 Annual Meeting of Stockholders was held in
Houston, Texas. At the meeting, the stockholders elected the following people to
serve as directors of the Company until the 2005 Annual Meeting of Stockholders,
or until their successors are duly elected and qualified:

<TABLE>
<CAPTION>
         Director                     For            Withheld
         --------                     ---            --------
<S>                               <C>                <C>
Robert L. Cavnar                  33,127,889         142,141
Joseph N. Jaggers                 33,122,830         147,200
David A.B. Brown                  33,079,989         190,041
Robert R. Rooney                  33,069,986         200,044
Herbert C. Williamson, III        33,072,906         197,124
</TABLE>

      The stockholders also adopted the 2004 Incentive Plan as follows:

<TABLE>
<CAPTION>
                              For        Against   Abstain
                              ---        -------   -------
<S>                       <C>           <C>        <C>
Incentive Plan            16,274,921    2,046,189   71,182
</TABLE>

ITEM 5. OTHER INFORMATION

                  On August 4, 2004, the Compensation Committee of the Board of
Directors of the Company granted to Robert L. Cavnar, Chairman, President and
CEO of the Company, a nonqualified option to acquire 800,000 shares of the
Company's common stock. This option has been granted to replace the grant of
800,000 share appreciation rights made to Mr. Cavnar in November, 2003. The
option was granted under the 2004 Incentive Plan, has a term of 10 years, is
fully vested and has a strike price of $.55 per share, which is the same
exercise price as the surrendered share appreciation rights. As a result of this
option having an exercise price below the current market value for the Company's
common stock, the Company will recognize a noncash compensation expense of
approximately $4.1 million ($2.6 million, net of tax) in the third quarter of
2004.

                                      -43-
<PAGE>

                          MISSION RESOURCES CORPORATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

            a.    Exhibits.

                        The following exhibits are filed with this Form 10-Q and
                        they are identified by the number indicated.

                  4.1   Purchase Agreement dated April 1, 2004, among the
                        Company, the Guarantors named therein and the Initial
                        Purchasers named therein relating to the Company's 9
                        7/8% Senior Notes due 2011 (incorporated by reference to
                        Exhibit 4.1 to the Company's Current Report on Form
                        8-K/A filed on April 15, 2004).

                  4.2   Indenture dated as of April 8, 2004, among the Company,
                        the Guarantors named therein and The Bank of New York,
                        as Trustee, relating to the Company's 9 7/8% Senior
                        Notes due 2011 (incorporated by reference to Exhibit 4.2
                        to the Company's Current Report on Form 8-K/A filed on
                        April 15, 2004).

                  4.3   Exchange and Registration Rights Agreement dated s of
                        April 8, 2004, among the Company, the Guarantors named
                        therein and the Initial Purchasers named therein
                        relating to the Company's 9 7/8% Senior Notes due 2011
                        (incorporated by reference to Exhibit 4.3 to the
                        Company's Current Report on Form 8-K/A filed on April
                        15, 2004).

                  10.1  Credit Agreement dated as of April 8, 2004, among the
                        Company, as Borrower, Wells Fargo Bank, National
                        Association, as Lead Arranger and Administrative Agent,
                        and the Lenders signatory thereto (incorporated by
                        reference to Exhibit 10.1 to the Company's Current
                        Report on Form 8-K/A filed on April 15, 2004).

                  10.2  Term Loan Agreement dated as of April 8, 2004, among the
                        Company, as Borrower, Guggenheim Corporate Funding, LLC,
                        as Collateral Agent, and the Lenders signatory thereto
                        (incorporated by reference to Exhibit 10.2 to the
                        Company's Current Report on Form 8-K/A filed on April
                        15, 2004).

                  10.3  Intercreditor Agreement dated as of April 8, 2004, by
                        and between the Company, the Company's Subsidiaries,
                        Wells Fargo Bank, National Association and Guggenheim
                        Corporate Funding LLC (incorporated by reference to
                        Exhibit 10.2 to the Company's Current Report on Form
                        8-K/A filed on April 15, 2004).

                  31.1* Certification of Chief Executive Officer pursuant to
                        Rule 13a-14(a) / Rule 15d-14(a), promulgated under the
                        Securities Exchange Act of 1934, as amended.

                  31.2* Certification of Chief Financial Officer pursuant to
                        Rule 13a-14(a) / Rule 15d-14(a), promulgated under the
                        Securities Exchange Act of 1934, as amended.

                                      -44-
<PAGE>

                          MISSION RESOURCES CORPORATION

                  32.1* Certification pursuant to 18 U.S.C. Section 1350, as
                        adopted pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002, of Chief Executive Officer of the Company.

                  32.2* Certification pursuant to 18 U.S.C. Section 1350, as
                        adopted pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002, of Chief Financial Officer of the Company.

-------------
*Filed herewith.

                  b.     Reports on Form 8-K.

                  (i)    The Company filed a Current Report on Form 8-K on April
                         1, 2004 regarding the agreement to sell $130.0 million
                         aggregate principal amount of 9 7/8% Senior Notes due
                         2011 in a private offering.

                  (ii)   The Company filed a Current Report on Form 8-K on April
                         8, 2004 (as amended by a Current Report on Form 8-K/A
                         filed on April 15, 2004) regarding the completion of
                         its private offering of $130.0 million of 9 7/8% Senior
                         Notes due 2011 and its entering into a new senior
                         secured revolving credit facility with a syndicate of
                         lenders.

                  (iii)  The Company filed a Current Report on Form 8-K on April
                         15, 2004, regarding its acquisition of approximately
                         14% additional working interest in the Jalmat Field in
                         Lea County, N.M.

                  (iv)   The Company filed a Current Report on Form 8-K on May
                         4, 2004 regarding the completion and testing of the #1
                         Barry well in DeWitt County, Texas and the recompletion
                         of the High Island Block A-553 #A-7 in offshore Texas
                         federal waters.

                  (v)    The Company filed a Current Report on Form 8-K on May
                         6, 2004 in order to furnish the information included in
                         its earnings press release for the quarter ended March
                         31, 2004.

                  (vi)   The Company filed a Current Report on Form 8-K on May
                         19, 2004 regarding its adding EBITDA and Discretionary
                         Cash Flow guidance for the full year of 2004.

                  (vii)  The Company filed a Current Report on Form 8-K on June
                         7, 2004 in order to update the description of its
                         capital stock.

                  (viii) The Company filed a Current Report on Form 8-K on June
                         10, 2004 regarding its entering into new gas hedging
                         agreements.

                  (ix)   The Company filed a Current Report on Form 8-K on June
                         30, 2004 announcing that it had been added to the
                         Russell 3000 index effective June 25, 2004.

                                      -45-
<PAGE>

                          MISSION RESOURCES CORPORATION

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.

                                 MISSION RESOURCES CORPORATION
                                          (Registrant)

Date: August 10, 2004            By: /s/ Robert L. Cavnar
                                     ------------------------------
                                    Robert L. Cavnar
                                    Chairman and Chief Executive Officer

Date: August 10, 2004            By: /s/ Richard W. Piacenti
                                     -----------------------------
                                    Richard W. Piacenti
                                    Executive Vice President and Chief Financial
                                    Officer

                                      -46-
<PAGE>

                          MISSION RESOURCES CORPORATION

                                INDEX TO EXHIBITS

                  4.1   Purchase Agreement dated April 1, 2004, among the
                        Company, the Guarantors named therein and the Initial
                        Purchasers named therein relating to the Company's 9
                        7/8% Senior Notes due 2011 (incorporated by reference to
                        Exhibit 4.1 to the Company's Current Report on Form
                        8-K/A filed on April 15, 2004).

                  4.2   Indenture dated as of April 8, 2004, among the Company,
                        the Guarantors named therein and The Bank of New York,
                        as Trustee, relating to the Company's 9 7/8% Senior
                        Notes due 2011 (incorporated by reference to Exhibit 4.2
                        to the Company's Current Report on Form 8-K/A filed on
                        April 15, 2004).

                  4.3   Exchange and Registration Rights Agreement dated s of
                        April 8, 2004, among the Company, the Guarantors named
                        therein and the Initial Purchasers named therein
                        relating to the Company's 9 7/8% Senior Notes due 2011
                        (incorporated by reference to Exhibit 4.3 to the
                        Company's Current Report on Form 8-K/A filed on April
                        15, 2004).

                  10.1  Credit Agreement dated as of April 8, 2004, among the
                        Company, as Borrower, Wells Fargo Bank, National
                        Association, as Lead Arranger and Administrative Agent,
                        and the Lenders signatory thereto (incorporated by
                        reference to Exhibit 10.1 to the Company's Current
                        Report on Form 8-K/A filed on April 15, 2004).

                  10.2  Term Loan Agreement dated as of April 8, 2004, among the
                        Company, as Borrower, Guggenheim Corporate Funding, LLC,
                        as Collateral Agent, and the Lenders signatory thereto
                        (incorporated by reference to Exhibit 10.2 to the
                        Company's Current Report on Form 8-K/A filed on April
                        15, 2004).

                  10.3  Intercreditor Agreement dated as of April 8, 2004, by
                        and between the Company, the Company's Subsidiaries,
                        Wells Fargo Bank, National Association and Guggenheim
                        Corporate Funding LLC (incorporated by reference to
                        Exhibit 10.2 to the Company's Current Report on Form
                        8-K/A filed on April 15, 2004).

                  31.1* Certification of Chief Executive Officer pursuant to
                        Rule 13a-14(a) / Rule 15d-14(a), promulgated under the
                        Securities Exchange Act of 1934, as amended.

                  31.2* Certification of Chief Financial Officer pursuant to
                        Rule 13a-14(a) / Rule 15d-14(a), promulgated under the
                        Securities Exchange Act of 1934, as amended.

                  32.1* Certification pursuant to 18 U.S.C. Section 1350, as
                        adopted pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002, of Chief Executive Officer of the Company.

                  32.2* Certification pursuant to 18 U.S.C. Section 1350, as
                        adopted pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002, of Chief Financial Officer of the Company.

-------------
*Filed herewith.