Offshore Energy Development Corporation
Ticker:OEDC 1400 Woodloch Forest Drive, Suite 200
Exchange:NASDAQ-National Market The Woodlands, Texas 77380
Industry:Natural Resources (713) 364-0033

Type of Shares:Common Shares Filing Date:8/30/96
U.S. Shares:3,682,000 Offer Date:11/1/96
Non-U.S. Shares:0 Filing Price: -
Primary Shares:3,500,000 Offer Price:$12.00
Secondary Shares:182,000 Gross Spread:$0.84
Offering Amount: $47,570,900 Selling:$0.50
Expenses:$593,000 Reallowance:$0.10
Shares Out After:8,551,885

ManagerTierPhone
Morgan Keegan & Company, IncorporatedLead Manager (901) 524-4100
Rauscher Pierce Refsnes, Inc.Co-manager (214) 978-5491

Auditor: KPMG Peat Marwick
6 Month Ending Financials
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$6.83$16.73$2.27Assets:$24.55
Net Income:-$4.33$5.62-$2.47Liabilities:$6.58
EPS:-$0.86$1.11Equity:$17.97

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is engaged in the acquisition, exploration, development, production, gathering and marketing of natural gas in the U.S. Gulf of Mexico. As of January 1, 1996, the company had estimated net proved natural gas reserves of 20.3 Bcfe attributable to 12 gross wells offshore Alabama and Louisiana. The company has interests in 16 undeveloped lease blocks with an average working interest of 72%. The company plans to connect five existing wells with proved reserves to production platforms and to drill 10 exploratory prospects on these blocks by the end of 1997. The company's budget for these activities, including any additional development work, is $36 million. In addition, the company is currently negotiating a potential joint venture with a subsidiary of a major oil company, pursuant to which the company will evaluate proprietary 3-D seismic data to identify prospects for joint exploration and development by the parties on 46,000 contiguous acres covering portions of 17 lease blocks in the Gulf of Mexico. Of this total, 15,000 acres are currently leased by the company or the major oil company.

Use of Proceeds
The proceeds from the proposed offering will be used to repay an affiliate of Enron Corp. all amounts advanced to finance a five-well drilling and development program and to fund the additional development of such wells; to redeem preference units in a subsidiary; and the balance will be used for working capital and other general corporate purposes.

Last updated: 12/29/96

©1996 IPO Data Systems, Inc. - All rights reserved.