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Miller Exploration Company
3104 Logan Valley Road, Traverse City, MI 49685 * (616) 941-0004

The company is an independent oil and gas exploration and production company with established exploration efforts concentrated primarily in three regions: the Mississippi Salt Basin, the Gulf Coast region of Texas and Louisiana & the Michigan Basin.

Primary Underwriting Group
ManagerTierPhone
Bear, Stearns & Co. Inc.Lead Manager (212) 272-4850
Raymond James & Associates, Inc.Co-manager (813) 573-8108
Stephens Inc.Co-manager (501) 377-2130

Offering Information
NASNTL:MEXP Natural Resources: SIC 1311
Type of Shares:Common Shares Filing Date:11/17/97
U.S. Shares:5,750,000 Offer Date:2/3/98
Non-U.S. Shares:0 Filing Range:$10.00 - $12.00
Primary Shares:5,750,000 Offer Price:$8.00
Secondary Shares:0 Gross Spread:$0.56
Offering Amount: $63,250,000 Selling:$0.34
Expenses:$0 Reallowance:$0.10
Post-IPO Shares: -
Employees:18

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Warner, Norcross & Judd
Bank's Law Firm: Vinson & Elkins
Registrar/Transfer Agent: American Stock Transfer & Trust Co
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$5.61$4.33$3.72Assets:$23.99
Net Income:$0.63$0.34$0.56Curr Assets:$2.63
EPS:Liabilities:$14.96
Prior EPS:$2.20$1.91Curr Liab:$6.10
Cash Flow/Oper:$2.16-$0.02$1.83Equity:$9.03
Cash Flow/Fin:$2.81-$2.49-$3.83Cash:$0.11
Cash Flow/Inv:-$4.74Working Cap:-$3.47

Competition
The Company operates in the highly competitive areas of oil and natural gas exploration, exploitation, acquisition and production. In seeking to acquire desirable producing properties or new leases for future exploration and in marketing its oil and natural gas production, as well as in seeking to acquire the equipment and expertise necessary to operate and develop those properties, the Company faces intense competition from a large number of independent, technology-driven companies as well as both major and other independent oil and natural gas companies. Many of these competitors have financial and other resources substantially in excess of those available to the Company. Such companies may be able to pay more for exploratory prospects and productive oil and natural gas properties and may be able to define, evaluate, bid for and purchase a greater number of properties and prospects than the Company's financial or human resources merit. The Company's ability to explore for oil and natural gas prospects and to acquire additional properties in the future will depend upon its ability to conduct its operations, to evaluate and select suitable properties and to consummate transactions in this highly competitive environment.

Business Plan
The key elements of the Company's business strategy are as follows: (I) Focused Exploration Effort, (ii) Exploit Prospect Inventory, (iii) Extensive Data Base, (iv) Utilize Advanced Technology and (v) Experienced Technical Team.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of all outstanding indebtedness, to fund capital expenditures relating to exploration and development activities, to increase working capital and other general corporate purposes.

Executive Officers and Directors
Officer NameTitleAge
C.E. "Gene" MillerChairman of the Board and Director67
Kelly E. MillerPresident, Chief Executive Officer and Director42
Lew P. MurrayVice President-Exploration41
William J. BaumbartnerVice President-Finance, Chief Financial Officer, Secretary and Director42
Douglas A. BellVice President-Production38

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