AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 2, 1999
REGISTRATION STATEMENT NO. 333-65847

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-2

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------

FORTUNE NATURAL RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE 1311 95-4114732
(State of other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
or organization) Code Number)

515 WEST GREENS ROAD, SUITE 720
HOUSTON, TEXAS 77067
(281) 872-1170
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

DEAN W. DRULIAS, ESQ.
FORTUNE NATURAL RESOURCES CORPORATION
515 WEST GREENS ROAD, SUITE 720
HOUSTON, TEXAS 77067
(281) 872-1170
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

COPIES TO:

BRUCE L. ASHTON, ESQ.
REISH & LUFTMAN
11755 WILSHIRE BOULEVARD
10TH FLOOR
LOS ANGELES, CALIFORNIA 90025
(310) 478-5656

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
------------------------------

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [ ]

If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8(A), MAY DETERMINE.

DE-REGISTRATION

NOTES AND SHARES BEING DE-REGISTERED:

On February 16, 1999, Fortune Natural Resources Corporation registered
$3,225,000 of 12% Convertible Subordinated Promissory Notes and an
indeterminate number of shares of common stock issuable upon conversion
thereof. In March 1999, 21 of the 26 holders of these 12% Convertible
Subordinated Promissory Notes agreed to set a fixed conversion price on the
12% Convertible Subordinated Promissory Notes of $0.75 per share in lieu of
the average of closing prices between March 2 and April 30. On April 6,
1999, Fortune registered $2,295,000 of the new 12% Convertible Subordinated
Promissory Notes, representing all notes owned by the 21 holders who elected
to amend the conversion provisions. Under this Post-Effective Amendment No.
1 to Form S-2, Fortune Natural Resources Corporation is de-registering
$2,295,000 of the original 12% Convertible Subordinated Promissory Notes
from the February 16, 1999 registration, and continuing the registration of
the remaining $930,000 of 12% Convertible Subordinated Promissory Notes and
2,821,162 shares issuable upon conversion of those remaining notes.

Notes
-------------

Amount registered February 16, 1999...... $3,225,000.00
Amount de-registered hereby.............. (2,295,000.00)
-------------
Amount continued to be
registered hereby...................... $ 930,000.00
=============

[LOGO]
FORTUNE NATURAL RESOURCES CORPORATION

$930,000

12% CONVERTIBLE SUBORDINATED PROMISSORY NOTES DUE DECEMBER 31, 2007

Holders of these notes may offer them for sale by this prospectus. The
common stock of Fortune into which the notes may be converted and underlying the
warrants issued to the placement agent of the notes may also be offered for sale
by use of this prospectus. See "Description of the Notes" on page 44 of this
prospectus for a full description of the terms of the notes and "Description of
Securities" on page 49 for a full description of the underlying shares.

Fortune will not receive any of the proceeds from the sale of the notes or
the underlying shares by the selling holders, who may sell the notes or the
underlying shares from time to time through underwriters in negotiated
transactions at prevailing market prices. The notes will not be listed for
trading on a national securities exchange, and a market for the notes may not
develop. Prior to August 6, 1999, the underlying shares were listed for trading
on the American Stock Exchange under the symbol FPX. As of August 6, 1999,
Fortune's common stock was delisted from the American Stock Exchange. On August
6, 1999, the closing price of the common stock, as reported on the AMEX, was
$.25 per share. The stock is now reported on the over-the-counter bulletin
board. There are currently three firms making a market in the stock. The bid and
asked prices of the common stock on August 31, 1999, were $0.187 and $0.375,
respectively.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 5.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

THE DATE OF THIS PROSPECTUS IS SEPTEMBER __, 1999

PROSPECTUS SUMMARY THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY
THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS AND NOTES THERETO
APPEARING ELSEWHERE IN THIS PROSPECTUS. CAPITALIZED TERMS NOT OTHERWISE DEFINED
ARE USED AS DEFINED IN THE GLOSSARY INCLUDED ELSEWHERE IN THIS PROSPECTUS.

FORTUNE

Fortune Natural Resources Corporation is an independent oil and gas
company whose primary focus is exploration for and development of domestic oil
and gas. Fortune is active principally in areas onshore and offshore Louisiana
and Texas, including the relatively shallow transition zone. It uses modern
geophysical technology and advanced interpretation techniques in these areas in
an attempt to make new discoveries in areas of proven historical production.

Fortune participates generally as a non-operator of relatively small
interests in a variety of exploration and development projects. We use
state-of-the-art technologies, including three dimensional seismic and
computer-aided exploration technology, wherever possible because we believe that
these techniques have undergone important technological advances in recent years
and that their use can provide us with a more accurate and complete prospect
evaluation. This is intended to increase the likelihood of finding commercial
quantities of oil and gas at lower average reserve finding costs.

Our strategy is to invest in a diversified portfolio of oil and gas
exploration and development properties within our areas of interest, since doing
so mitigates the risks of exploration drilling. In furtherance of this strategy,
Fortune has developed working relationships with other independent resource
companies operating in its areas of interest and has acquired interests in
exploration projects, which are currently in various stages of evaluation,
acquisition and preparation for drilling. See "Business and Properties -
Exploration Activities."

Prior to mid-1994, Fortune focused its efforts on the acquisition of
producing properties in an effort to take advantage of competitive prices for
proved reserves with development potential. In mid-1994, Fortune shifted its
emphasis from the acquisition of producing properties to exploration for oil and
natural gas reserves, although it continues to examine attractive acquisition
opportunities. This decision was prompted by increasing price competition for
attractive producing properties as well as recent important advances in
exploration technology. To help facilitate this exploration strategy and focus
its efforts, Fortune sold all of its California producing properties and
prospects in early 1996 and relocated its headquarters from Los Angeles to
Houston in February 1996.

All of our current and proposed exploration activities involve a high
degree of risk, including the risk that we will make substantial investments in
properties and wells without achieving commercial production. While Fortune
attempts to manage exploration risk through careful evaluation of potential
investments and diversification, the company's efforts may not result in
successful development of oil or gas wells.

Fortune's principal executive offices are located at 515 West Greens Road,
Suite 720, Houston, Texas 77067. Its telephone number at that address is (281)
872-1170. In 1997 Fortune changed its name from Fortune Petroleum Corporation to
"Fortune Natural Resources Corporation," the name under which Fortune previously
operated in Louisiana and Texas.

RISK FACTORS

The securities offered hereby involve a high degree of risk and investors
should carefully consider the information set forth under "Risk Factors," as
well as the other information and data in this prospectus.

THE OFFERING

SECURITIES OFFERED $930,000 principal amount of 12% Convertible
Subordinated Notes due December 31, 2007.

PAYMENT OF INTEREST The first day of January, April, July and
October.

CONVERSION Convertible into common stock of Fortune at
the option of the holder at any time before
maturity, unless previously prepaid, at a
conversion price of approximately $0.33.

SUBORDINATION Subordinated to all present and future senior
debt of Fortune. As of June 30, 1999, the
aggregate amount of senior debt was $10,000.
The notes do not restrict Fortune's ability to
incur additional indebtedness.

PREPAYMENT BY FORTUNE Fortune may elect to prepay the notes at any
time at a premium, plus accrued interest.

ACCELERATION OF PAYMENT If an event of default occurs, the holders of
BY HOLDERS at least 51% in principal amount of all
outstanding notes may accelerate maturity and
demand payment in full of all unpaid amounts,
plus expenses. No assurance can be given that
Fortune will be able to pay the amounts due
under the notes if an event of default occurs.

USE OF PROCEEDS Fortune will not receive any of the proceeds
of the sale by the selling holders of the
notes or the underlying shares.

LISTING FOR TRADING The notes will not be listed for trading. No
public market exists for these notes and none
is likely to develop. See "Risk Factors -
The market for Fortune common stock is
limited."

SUMMARY FINANCIAL AND OPERATING DATA

The following Summary Condensed Financial Data for each of the years in
the three-year period ended December 31, 1998 and the unaudited financial
information for the six months ended June 30, 1999 and 1998, are derived from,
and qualified by reference to, Fortune's audited and unaudited financial
statements, appearing elsewhere herein. The Summary Condensed Financial Data
should be read in conjunction with the audited and unaudited financial
statements and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" appearing elsewhere herein. The results for the six
months ended June 30, 1999 are not necessarily indicative of results for the
full year.

SUMMARY CONDENSED FINANCIAL DATA
(dollars and shares in thousands, except per share, Bbl and Mcf data)

SIX MONTHS
ENDED JUNE 30, YEARS ENDED DECEMBER 31,
------------------- ------------------------------
1999 1998 1998 1997 1996
-------- -------- -------- -------- --------
(unaudited)

STATEMENT OF OPERATIONS DATA:
Total revenues ........................... $ 700 $ 1,199 $ 2,023 $ 4,005 $ 4,040
Impairment to oil and gas properties ..... $ - $ 260 $ 960 $ 3,650 $ -
Net loss ................................. $ (944) $ (1,464) $ (3,275) $ (5,958) $ (1,330)
Net loss per share (basic and diluted).... $ (0.08) $ (0.12) $ (0.27) $ (0.49) $ (0.12)
Net weighted average shares outstanding... 12,166 12,128 12,132 12,086 11,351

OPERATING DATA:
Net Production:
Oil (Bbl) .............................. 7,500 28,100 42,000 87,000 57,000
Gas (Mcf) .............................. 275,400 319,800 609,000 821,000 1,038,000
Gas equivalent (MCFE) .................. 320,100 488,500 859,000 1,343,000 1,383,000
Average Sales Price:
Oil ($ per Bbl) ........................ $ 14.30 $ 13.82 $ 13.08 $ 19.04 $ 20.24
Gas ($ per Mcf) ........................ $ 2.07 $ 2.30 $ 2.19 $ 2.66 $ 2.56

June 30, December 31,
-------- ------------------------------
1999 1998 1997 1996
-------- -------- -------- --------
(unaudited)

BALANCE SHEET DATA:
Total assets.............................. $ 7,343 $ 8,492 $ 12,626 $ 16,335
Total debt................................ $ 3,235 $ 3,235 $ 3,775 $ 2,933
Net stockholders' equity.................. $ 3,863 $ 4,704 $ 8,053 $ 13,037

The ratio of earnings to fixed charges is the ratio of: (1) fixed charges
plus income from operations, to (2) fixed charges. Fixed charges consist of
interest expense and amortization of deferred financing fees. This ratio is not
presented because earnings were insufficient to cover fixed charges for the
years ended December 31, 1998, 1997, and 1996 by the amount of $2,444, $5,562
and $895, respectively. The deficiencies for the periods ended June 30, 1999,
and 1998 are $651 and $1,063, respectively. The pro forma earnings to fixed
charges deficiencies for the periods indicated would not differ from the actual
deficiencies.

Estimates of oil and gas reserves in future years are based in part on the
sales price at December 31 of the respective year. To the extent that the cost
of producing the oil and gas, plus applicable taxes, from any particular
property exceeds the sales price, the quantity of proved reserves is reduced.
See "Business and Properties - Significant Properties and Activities - Oil and
Gas Reserves."

DECEMBER 31,
------------------------------
1998 1997 1996
-------- -------- --------

RESERVES:
Estimated Net Proved Reserves:
Oil (MBbls)................................................. 106 257 249
Gas (Bcf)................................................... 3.1 3.2 3.5
Estimated future net revenues before income taxes............. $ 4,985 $ 8,410 $ 14,112
Standardized measure of future net cash flow.................. $ 3,527 $ 6,503 $ 10,820

RISK FACTORS

This prospectus contains forward-looking statements. Forward-looking
statements include statements regarding future oil and gas production and
prices, future exploration and development spending, future drilling and
operating plans, reserve and production potential of Fortune's properties and
prospects and Fortune's business strategy. Actual events or results could differ
materially from those discussed in the forward-looking statements as a result of
various factors including the risk factors described below. An investment in the
notes or common stock involves a high degree of risk. You should not acquire
them unless you can afford the loss of your entire investment. As a prospective
investor you should carefully consider all of the information contained in this
prospectus, including the following risk factors:

RISKS ASSOCIATED WITH FORTUNE

FORTUNE'S RELIANCE ON EXPLORATORY PROJECTS INCREASES THE RISKS INHERENT IN
THE OIL AND GAS INDUSTRY. We base our individual decisions to participate in
particular exploration projects on assumptions and judgements concerning the oil
and gas industry, such as future oil and gas prices, varying levels of
competition for leases, reserves, and equipment, and our management's perceived
risk of success. These assumptions and judgments may be speculative and are
often subjective. Although we can obtain information with respect to potential
oil or gas properties, it is impossible to determine with certainty the ultimate
production potential, if any, of a particular property or well. Moreover, the
successful completion of an oil or gas well does not insure a profit on our
investment, since completion and production expenses must also be considered.
Our current investments are primarily in exploration projects, where the risks
are substantially greater than in the case of wells drilled into already
producing formations. We anticipate that one or more of our next wells will be
designed to test the deeper formations beneath known production in Espiritu
Santo Bay. These formations have not been extensively tested to date, leaving
seismic imaging as one of the few tools available to aid in understanding
subsurface geology. The exploration risks, therefore, are higher on this project
than they might be where a greater number of underground references exist.
Fortune has realized less success than originally anticipated in developing some
of its recent prospects and we expect that a substantial number of our future
projects could experience similar results.

FORTUNE CHANGED ITS BUSINESS STRATEGY IN MID-1994 TO EMPHASIZE EXPLORATORY
PROJECTS INSTEAD OF PROPERTY ACQUISITIONS. In mid-1994, Fortune changed its
strategy from the acquisition of producing oil and gas properties with
anticipated development potential to one which stresses exploratory drilling for
oil and gas. Fortune made substantial changes in management and personnel and,
in 1996, sold all of its California properties. At the time, those properties
accounted for a significant portion of our oil and gas reserve volumes. We
relocated our offices to Houston, developed a new area of interest and new
working relationships, and invested in new prospects. It is too early to fully
assess the operating results of these changes, but current and future results of
operations may not be comparable to historical performance.

FORTUNE HAS INCURRED NET LOSSES FOR EACH OF THE LAST THREE years. Fortune
has incurred substantial net losses in each of the last three years and for the
first six months of 1999. Although we have made significant budget cuts in 1999
and oil and gas prices have rebounded somewhat from their historically low
levels in 1998 and early 1999, it is likely that these losses will continue
until increased production levels are sustained. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

FORTUNE IS NOT CURRENTLY REPLACING ALL OF ITS EXISTING reserves. Oil and
gas reserves which are being produced are depleting assets. Fortune's future
cash flow and income are highly dependent on our ability to find or acquire
additional reserves to replace those being currently produced. We are not adding
reserves at present at the same pace at which they are being produced.
Therefore, without adding additional reserves in the future, our oil and gas
reserves and production will decline.

OUR REVENUE IS DEPENDENT UPON A LIMITED NUMBER OF PRODUCING WELLS.
Approximately 40% of our 1998 oil and gas revenues, cash flow, and proved oil
and gas reserves were accounted for by a single well at South Timbalier Block
76. This well was shut-in for repairs for one month in 1997 and for over two
months during 1996 as the result of mechanical failures. See "Business and
Properties - Significant Properties and Activities - South Timbalier Block 76 -
federal waters, offshore Louisiana." A significant curtailment or loss of
production for a prolonged period before we could replace the reserves through
new discoveries or acquisitions would have a material adverse effect on our
projected operating results and financial condition.

OUR NEED FOR WORKING CAPITAL MAY AFFECT OUR LEVEL OF PARTICIPATION IN
VARIOUS PROJECTS. Investment in oil and gas exploration requires the commitment
of substantial amounts of capital over significant periods of time. For the
three-year period ended December 31, 1998, Fortune incurred over $11 million of
capital costs in its oil and gas exploration, development and acquisition
activities. While we believe we have sufficient capital or cash flow to meet our
projected capital needs over the short-term, it is very difficult for small-cap
energy companies to raise additional funds because of the depressed state of the
oil and gas industry. We do not expect this situation to change in the near
term. We may not have sufficient liquid capital resources to participate at our
existing working interest level if the operators of any of our properties
accelerate drilling schedules or if we incur unexpected significant expenditures
or reduced production levels. If we fail to participate in the capital
expenditures for any project, our interest in that project will be substantially
reduced or lost entirely.

FORTUNE IS DEPENDENT ON OPERATORS, CONSULTANTS AND PARTNERS OVER WHOM IT
HAS LITTLE CONTROL. Since we do not operate our projects, we are dependent on
other oil and gas companies to conduct operations in a prudent, competent, and
timely manner. Although we are actively involved in project evaluations, we
often have little or no control over the manner or timing of such operations. If
the operator proves incompetent, we could be forced to incur additional costs to
conduct remedial procedures and could lose our investment in a property
altogether. Because we employ a variety of technological approaches to our
geologic, geophysical, and engineering evaluation of properties and projects, we
rely heavily on outside consultants for their expertise. Fortune has no
long-term agreements with such consultants, all of whom are available to other
oil and gas companies, including our competitors. In the current environment of
uncertain oil and gas prices, our partners may determine that projects which
have previously been agreed upon are no longer economically feasible. If this
were to occur, projects could be delayed or cancelled completely.

ACCOUNTING RULES MAY RESULT IN ADDITIONAL WRITE-DOWNS OF PROPERTY VALUES.
We report our operations using the full-cost method of accounting for oil and
gas properties. Under these rules, all exploration and development costs are
capitalized. Dispositions of properties are generally accounted for as
adjustments of capitalized costs, with no gain or loss recognized, unless it is
deemed to be significant. See note 1 to the December 31, 1998 financial
statements. Under these rules, the net capitalized costs of properties may not
exceed a "ceiling" limit of the tax-effected present value of estimated future
net revenues from proved reserves, discounted at 10%, plus the lower of cost or
fair market value of unproved properties. This requires calculating future
revenues at the unescalated prices in effect as of the end of each fiscal
quarter. A write-down is required if the net capitalized costs of the properties
exceed the ceiling limit, even if price declines are only temporary. The risk
that we will be required to write down the carrying value of our properties
increases when oil and gas prices are depressed or unusually volatile or when
previously unevaluated properties are determined to be worth less than their
carrying value. For example, we recognized a $3.7 million impairment in 1997 and
a $960,000 impairment in 1998. As a result of continued fluctuations in oil and
gas prices, we may incur further impairments in 1999 and beyond.

ALL OUR PROVED PROPERTIES ARE PLEDGED TO SECURE DEBT. All of our proved
properties are pledged to secure our bank credit facility. If we fail to pay the
principal or interest to the bank or breach the financial covenants under our
credit facility, we could lose our principal producing properties. The entire
principal balance of the credit facility is due January 11, 2000. Although the
current balance is only $10,000, we may borrow additional amounts if the bank
approves. If our operating activities are significantly curtailed or our
financial position weakens significantly and we are unable to repay such debt
when it comes due, our properties could be seized through a foreclosure. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

THERE ARE UNINSURED RISKS IN OUR OPERATIONS WHICH COULD CAUSE MATERIAL
LOSSES. The operators of each of the projects in which we are involved are
required to carry insurance against certain risks of oil and gas operations. We
normally pay our proportionate share of the premiums for such insurance and are
named as an additional insured under the policy. In addition to such insurance,
we also carry insurance against operating risks such as pollution control and
blowouts. However, we may not be fully insured against all risks because such
insurance is not available, is not affordable, or losses may exceed policy
limits.

THE MARKET FOR FORTUNE COMMON STOCK IS LIMITED. As of August 6, 1999,
Fortune was delisted from the American Stock Exchange due to its failure to
comply with the exchange's continued listing guidelines because it has not
reported a profit in any of the last five years. Fortune now trades on the
over-the-counter bulletin board under the symbol FPXA. There are currently three
firms making a market in the Fortune stock.

FORTUNE DEPENDS ON A KEY OFFICER. Fortune depends to a large extent on the
abilities and continued participation of its key employee, Tyrone J. Fairbanks,
President and Chief Executive Officer. The loss of Mr. Fairbanks could have a
material adverse effect on Fortune. In an effort to reduce the risk, Fortune has
entered into an employment agreement with Mr. Fairbanks which expires on the
later of May 31, 2000 or six months following notice of termination. See
"Management." Fortune also has obtained $500,000 of key man life insurance on
the life of Mr. Fairbanks.

RISKS ASSOCIATED WITH THE OIL AND GAS INDUSTRY

OIL AND GAS PRICES ARE VOLATILE AND HAVE BEEN DEPRESSED recently. Our
revenues, profitability and future rate of growth depend on prevailing market
prices for oil and gas, which can be extremely volatile. In addition to market
factors, actions of state and local agencies, the United States and foreign
governments, and international cartels affect oil and gas prices. All of these
factors are beyond our control. These external factors and the volatile nature
of the energy markets make it difficult to estimate future prices of oil and
gas. Current price levels, especially for oil, have rebounded from historically
low levels but may not remain at these levels. We may not be able to produce oil
or gas on an economic basis in light of prevailing market prices. Any additional
substantial or extended decline in the price of oil and/or gas would have a
material adverse effect on our financial condition and results of operations,
including reduced cash flow and borrowing capacity, and could reduce both the
value and the amount of Fortune's oil and gas reserves. See "Business and
Properties - Prices and Production Costs."

FORTUNE'S PRODUCTION MAY DIFFER MARKEDLY FROM ESTIMATES OF PROVED RESERVES
AND FUTURE NET REVENUES. Estimating quantities of proved reserves and projecting
future rates of production and timing of development expenditures involve many
uncertainties and factors beyond our control. The reserve data set forth in this
prospectus represent only estimates. Estimating quantities of proved reserves is
inherently imprecise. Such estimates are based upon assumptions about future
production levels, future oil and gas prices and future operating costs which
use currently available geologic, engineering, and economic data. These
assumptions may prove to be incorrect over time. As a result of changes in these
assumptions, and based upon further production history, results of future
exploration and development, future oil and gas prices and other factors, the
quantity of proved reserves may be subject to downward or upward adjustment. In
addition, estimates of the economically recoverable oil and 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, prepared by different engineers or by the same engineers at different
times, may vary substantially. The rate of production from oil and gas
properties declines as reserves are depleted. If we do not acquire additional
properties containing proved reserves, conduct successful exploration and
development activities, or identify additional behind-pipe zones or secondary
recovery reserves, our proved reserves will decline as oil and gas are produced.
Future oil and gas production is, therefore, highly dependent upon our level of
success in acquiring or finding additional reserves. See "Business and
Properties - Oil and Gas Operations - Oil and Gas Reserves."

OIL AND GAS LEASES MAY BE SUBJECT TO DIFFERING AND ADVERSE
INTERPRETATIONS. Our right to explore and produce oil and gas from our
properties is based upon leases with the owners of properties. There are many
versions of oil and gas leases in use. The properties in which we have an
interest were, in most cases, acquired from other companies who first entered
into leases with the landowners. These leases generally call for annual rental
payments and the payment of a percentage royalty on the oil and gas produced.
Courts in many states have interpreted oil and gas leases to include various
implied covenants, including an implied obligation to develop the lease
diligently, to prevent drainage of oil and gas by wells on adjacent land, to
seek markets for production, and to operate prudently according to industry
standards. Leases with similar language may be interpreted quite differently
depending on the state in which the property is located. We believe we and our
operators have followed industry standards in interpreting our leases in the
states where we operate, but those leases may still be the subject of litigation
concerning the meaning of their terms. Adverse decisions could result in
material costs or the loss of one or more leases.

These leases typically have a primary term of three to ten years. If a
productive well is drilled, the lease is extended for the life of the
production. All of the non-producing leases covering our exploration projects
will expire over the next two to five years. If productive wells are not drilled
on these projects before that time, the leases will terminate and we will lose
our entire investment in the leases. We may not be able to drill or farm out all
of our existing exploration projects prior to expiration of the leases in those
prospects.

WEATHER, UNEXPECTED SUBSURFACE CONDITIONS, AND OTHER UNFORESEEN OPERATING
HAZARDS MAY ADVERSELY IMPACT OUR SHORT-TERM ABILITY TO CONDUCT BUSINESS. A
variety of factors, including unexpected drilling conditions, equipment failures
or accidents and adverse weather conditions may curtail, delay, or cancel our
operations. We may encounter unexpected downhole formations or pressures,
corrosive or hazardous substances, mechanical equipment failure, blowouts,
cratering, or fires, any of which could result in damage to formations,
producing facilities or other property, or could result in personal injuries,
loss of life or environmental pollution. Any such event could result in
substantial loss which could have a material adverse effect on our financial
condition. In 1996 and 1997, we experienced mechanical failures of downhole
equipment at Fortune's South Timbalier Block 76 well. As a result of these
equipment failures, the well was shut in for approximately two months in 1996
and one month in 1997, and we incurred significant repair costs. See "Business
and Properties - Significant Properties and Activities - South Timbalier Block
76 - federal waters, offshore Louisiana." Although such operational risks and
hazards may to some extent be minimized, no combination of experience, knowledge
and scientific evaluation can eliminate the risk of investment or assure a
profit to any company engaged in oil and gas operations.

COMPLIANCE WITH ENVIRONMENTAL AND OTHER GOVERNMENT REGULATIONS COULD BE
COSTLY AND NEGATIVELY IMPACT PRODUCTION. We have never experienced a significant
environmental mishap, but releases of oil or natural gas could occur which could
create material liability to Fortune for clean-up expenses and penalties. Our
business is regulated by numerous federal, state and local laws and regulations.
Compliance with these laws and regulations is expensive and may result in a
decrease in the amount of production we obtain. For example, state conservation
laws regulate the rates of production from oil and gas wells for the purpose of
ensuring maximum production of the resource. Such regulations may require us to
produce certain wells at less than their maximum flow rate. State law also
governs the apportionment of production among property owners and producers
where numerous wells may be producing from a single reservoir. Rulings in these
proceedings may allocate production in a particular reservoir in a manner that
decreases our share of production. Other regulations prevent us from freely
conducting operations at all times during the year, such as those which protect
the whooping crane habitat which occupies a portion of our Espiritu Santo Bay
area of interest. See "Business and Properties - Governmental Regulation."

OUR RELATIVELY SMALL SIZE MAY MAKE US LESS ABLE TO COMPETE IN THIS
ECONOMIC ENVIRONMENT. The oil and gas exploration, production and acquisition
business is highly competitive. A large number of companies and individuals
engage in acquiring properties or drilling for oil and gas, and there is a high
degree of competition for desirable oil and gas prospects and properties. There
is also competition between the oil and gas industry and other industries in
supplying the energy and fuel requirements of industrial, commercial,
residential and other consumers. Many of our competitors have greater financial
and other resources than do we. These financial resources are even more
important during times when commodity prices are low, since low prices mean that
we are less able to cover our fixed costs. In order to better continue our
operations, we would like to acquire additional producing reserves in order to
increase our cash flow. Because of our limited cash reserves and low stock
price, however, our flexibility in this environment is limited.

SHORTAGES OF SUPPLIES AND EQUIPMENT MAY INTERRUPT PRODUCTION. Our ability
to conduct operations in a timely and cost effective manner is subject to the
availability of oil and gas operations equipment, supplies, and service crews.
The industry has recently experienced a shortage of certain types of drilling
rigs and work boats in the Gulf of Mexico. This shortage has and may continue to
result in delays in Fortune's operations as well as higher operating and capital
costs. Low commodity prices have reduced the number of wells being drilled.
This, in turn, has forced service companies to mothball or drydock significant
numbers of rigs and other equipment, making shortages worse. These shortages
could continue to occur from time to time, further hindering our ability to
conduct operations as planned.

RISKS ASSOCIATED WITH THIS OFFERING

THE NOTES ARE SUBORDINATED TO SENIOR DEBT. All current and future senior
debt of Fortune is entitled to be paid before the notes. Senior debt includes
all indebtedness under our credit agreement with our bank and most indebtedness
secured by our assets. As of June 30, 1999, we had $10,000 outstanding under the
credit agreement and no other senior debt. We are not prohibited from incurring
additional senior debt. In the event of any insolvency, bankruptcy, liquidation,
reorganization, dissolution or winding up, our assets will be available to pay
the amounts due on the notes only after all senior debt has been paid in full.

IF FORTUNE DEFAULTS, THE NOTES MAY BE ACCELERATED AND FUNDS MAY BE
INSUFFICIENT FOR THEIR PAYMENT. If Fortune fails to make a timely payment of
principal or interest on the notes, fails to issue the common stock upon
conversion of the notes, or fails in certain other respects to comply with the
technical provisions of the notes, the holders may declare all unpaid
obligations immediately due and payable. The notes also become immediately due
and payable if we file an action for bankruptcy, liquidation, reorganization,
dissolution or winding up. Our ability to pay the amount due under the notes if
they are accelerated may be limited by the terms of the senior debt and will
depend on the availability of sufficient funds. Senior debt must be paid in full
before any payments can be made on the notes. Because of this, no assurance can
be given that we will be able to pay the notes upon the occurrence of an event
of default. We do not currently have the liquidity available to repay the notes
if they were to be accelerated.

THERE IS A LIMITED MARKET FOR THE NOTES. The notes will not be listed for
trading. A market for the notes may not develop or be sustained. Future trading
prices of the notes will depend on many factors, including, prevailing interest
rates, Fortune's operating results, the price of the common stock and the market
for similar securities. The notes will not be rated by any rating agency.

THE NUMBER OF SHARES ELIGIBLE FOR FUTURE SALE WILL POTENTIALLY DILUTE THE
PRICE OF FORTUNE STOCK. The issuance of substantial additional shares or sales
of substantial amounts of the common stock in the public market could adversely
affect the market price of the common stock. See "Description of Securities." At
August 31, 1999, 12,236,811 shares of our common stock were outstanding, of
which 11,566,054 shares were freely tradeable and 670,757 shares were
"restricted securities" as that term is defined in Rule 144 under the Securities
Act. At that date, we also had outstanding options and private warrants to
acquire 9,671,373 shares of common stock and 5,881,162 shares were reserved in
the event the holders of all of the notes elect to convert.

Two purchasers of common stock pursuant to a 1995 offering under
Regulation S of the Securities Act have filed suit to require the issuance to
them of additional shares of common stock. These claims have arisen under
"reset" provisions which required us to issue additional shares if the market
price of the common stock declined during a recalculation period. See "Business
and Properties - Legal Proceedings." While we believe that we are not obligated
to issue any additional shares, any such issuance would be dilutive to our other
shareholders. If successful, the plaintiffs would be entitled to the issuance of
approximately 580,000 additional shares of common stock or, in the alternative
and if proven to the satisfaction of the court, to the market value of those
shares at the time of the breach.

FORTUNE'S INTEREST COSTS HAVE INCREASED AS A RESULT OF THE ISSUANCE OF THE
NOTES. We used $1,343,000 of the net proceeds from the sale of the notes to
repay indebtedness which had interest rates below the rate being paid by Fortune
on the notes. Prior to issuing the notes, our interest bearing debt was
comprised of bank debt and convertible subordinated debentures due December 31,
1997 which bore interest at 10.5%. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Capital Resources." Those
debentures were repaid with a portion of the proceeds from the offering of the
notes. Our bank debt bears interest at 1.25% over the bank's base rate; the
interest rate is currently 9.50%. Fortune repaid $315,000 of this debt with a
portion of the proceeds of the notes, replacing debt which bore a fluctuating
rate of interest with fixed rate debt.

FORTUNE HAS BEEN UNABLE TO COVER ITS FIXED CHARGES. Since 1993, Fortune's
earnings have been insufficient to cover its fixed charges. See "Selected
Financial Data." As a result of the sale of the notes, Fortune's total debt and
fixed charges have increased significantly. Fortune's earnings may not ever
increase sufficiently to cover its fixed charges.

A DEFAULT ON THE NOTES MAY NOT BE IMMEDIATELY KNOWN. Default on any senior
debt does not itself constitute a default under the notes. A default with
respect to the notes occurs only if we fail to make a required payment or if
other specific events occur. Since payments under the notes are due only
quarterly, we could experience financial difficulties between dates interest
payments are due on the notes, and a default with respect to the notes would not
occur until the next payment due date passed without payment being made. See
"Description of the Notes."

A NOTEHOLDER MAY LOSE ACCRUED INTEREST IF THE NOTE IS converted. If a note
is surrendered for conversion after an interest payment date, the holder will
not receive the accrued but unpaid interest on the note. This forfeiture of
interest does not apply if we call the note for redemption.

NOTEHOLDERS MAY BE TREATED AS RECEIVING A TAXABLE DIVIDEND. If we were to
make a distribution of property to our stockholders which would be taxable to
them as a dividend, and the conversion price of the notes were to be decreased
because of the anti-dilution provisions of the notes, that decrease could be
deemed to be payment of a taxable dividend to noteholders.

CAPITALIZATION

The capitalization of Fortune will not change as a result of a sale of the
notes or the underlying shares by the selling holders.

DIVIDEND POLICY

Fortune has not paid dividends on its common stock and does not intend to
pay such dividends in the foreseeable future. Under Fortune's line of credit,
the company may not pay dividends on its capital stock without the prior written
consent of its lending bank.

USE OF PROCEEDS

Fortune will not receive any proceeds from the sale of the notes or the
underlying shares by the selling holders, but will receive the exercise price if
the warrants are exercised.

PRICE RANGE OF SECURITIES

The following table sets forth the high and the low closing prices of the
common stock of Fortune on the AMEX or over-the-counter market, as appropriate,
for the periods indicated. As of August 6, 1999, Fortune was delisted from the
exchange due to its failure to comply with the exchange's continued listing
guidelines because it has not reported a profit in any of the last five years.
Fortune's common stock will be reported on the OTC Bulletin Board. For trades
through August 6, 1999, information shown is the applicable closing price.
Thereafter, information reflects the bid price.

Common Stock
------------
High Low
---- ----
1997
First Quarter.......................... 3 1/4 2 1/4
Second Quarter......................... 2 7/16 1 5/8
Third Quarter.......................... 2 1/2 1 9/16
Fourth Quarter......................... 3 3/16 2 3/8

1998
First Quarter.......................... 2 5/8 1 1/2
Second Quarter......................... 1 11/16 1 3/16
Third Quarter.......................... 1 7/16 11/16
Fourth Quarter......................... 1 5/8 3/8

1999
First Quarter ......................... 1/2 3/16
Second Quarter......................... 1/2 1/4
Third Quarter (through August 6, 1999
on the AMEX)......................... 7/16 1/4
Third Quarter (August 9 through
August 31, 1999 on OTC).............. 1/4 1/8

SELECTED FINANCIAL AND OPERATING DATA

The following Summary Condensed Financial Data for each of the years in
the five-year period ended December 31, 1998 and the unaudited financial
information for the six months ended June 1999 and 1998 are derived from, and
qualified by reference to, Fortune's audited and unaudited financial statements,
appearing elsewhere herein. The Summary Selected Financial Data should be read
in conjunction with the audited and unaudited financial statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing elsewhere herein. The results for the six months ended
June 30, 1999 are not necessarily indicative of results of the full year.

(dollars and shares in thousands, except per share, Bbl, and Mcf data)

SIX MONTHS ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
------------------ ------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
-------- -------- -------- -------- -------- -------- --------
(unaudited)

STATEMENT OF OPERATIONS DATA
Total Revenues ............................. $ 700 $ 1,199 $ 2,023 $ 4,005 $ 4,040 $ 3,143 $ 3,397
Loss on sale of oil and gas properties...... $ - $ - $ - $ - $ - $ 3,607 $ -
Impairment to oil and gas properties........ $ - $ 260 $ 960 $ 3,650 $ - $ - $ 3,347
Net loss ................................... $ (944) $ (1,464) $ (3,275) $ (5,958) $ (1,330) $ (5,876) $ (4,453)
Net loss per share (basic and diluted)...... $ (0.08) $ (0.12) $ (0.27) $ (0.49) $ (0.12) $ (0.90) $ (1.69)
Net weighted average shares
outstanding .............................. 12,166 12,128 12,132 12,086 11,351 6,556 2,639

OPERATING DATA:
Net Production:
Oil (Bbl) ................................. 7,500 28,100 42,000 87,000 57,000 92,000 88,000
Gas (Mcf) ................................. 275,400 319,800 609,000 821,000 1,038,000 909,000 1,017,000
Gas equivalent (MCFE) ..................... 320,100 488,500 859,000 1,343,000 1,383,000 1,461,000 1,542,000
Average Sales Price:
Oil ($ per Bbl) ........................... $ 14.30 $ 13.82 $ 13.08 $ 19.04 $ 20.24 $ 14.66 $ 14.14
Gas ($ per Mcf) ........................... $ 2.07 $ 2.30 $ 2.19 $ 2.66 $ 2.56 $ 1.77 $ 2.09

JUNE 30, DECEMBER 31,
-------- ------------------------------------------------
1999 1998 1997 1996 1995 1994
-------- -------- -------- -------- -------- --------
(unaudited)

BALANCE SHEET DATA:
Total assets............................... $ 7,343 $ 8,492 $ 12,626 $ 16,335 $ 17,800 $ 10,066
Total debt................................. $ 3,235 $ 3,235 $ 3,775 $ 2,933 $ 4,897 $ 7,123
Net stockholders' equity................... $ 3,863 $ 4,704 $ 8,053 $ 13,037 $ 12,314 $ 2,130

The ratio of earnings to fixed charges is the ratio of: (1) fixed charges
plus income from operations, to (2) fixed charges. Fixed charges consist of
interest expense and amortization of deferred financing fees. The pro forma
ratio is computed in a similar manner. This ratio is not presented because
earnings were insufficient to cover fixed charges for the years ended December
31, 1998, 1997, 1996, 1995 and 1994 by the amount of $2,444, $5,562, $895,
$5,006 and $3,993, respectively. The deficiencies for the periods ended June 30,
1999 and 1998 are $651 and $1,063, respectively. The pro forma earnings to fixed
charges deficiencies for the periods indicated are not different from the actual
deficiencies.

DECEMBER 31,
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------

RESERVES:
Estimated net proved reserves:
Oil (MBbl)................................................. 106 257 249 347 1,647
Gas (Bcf).................................................. 3.1 3.2 3.5 5.9 5.9
Estimated future net revenues before income taxes.......... $ 4,985 $ 8,410 $ 14,112 $ 12,600 $ 15,932
Standardized measure of future net cash flow............... $ 3,527 $ 6,503 $ 10,820 $ 8,942 $ 8,148

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

OVERVIEW

Fortune primarily explores, develops and produces oil and gas properties
along the U.S. Gulf Coast. All of Fortune's operating revenues are derived from
the production and sale of oil and gas.

Operating revenues decreased in 1998 primarily because Fortune sold its
interest in East Bayou Sorrel on March 31, 1998. Although this sale resulted in
lower 1998 revenues and cash flow, the price received was a significant premium
over proved reserve value. Furthermore, the cash proceeds strengthened Fortune's
balance sheet and allowed a very active exploration program in 1998.

Operating revenues increased slightly from 1996 to 1997, primarily because
production from the East Bayou Sorrel exploration success more than offset
production declines from depletion and the reduced revenues from the effect of
selling a portion of South Timbalier Block 76 in early 1996.

Results in 1998 and 1997 were adversely affected by substantial
impairments to oil and gas properties. Results in 1997 were also adversely
affected by debt conversion expense and stock offering costs. No such expense
was recorded in 1996. General and administrative expense decreased during 1998
because of lower litigation costs. General and administrative expense also
decreased in 1999 because of reductions made by Fortune in response to lower oil
and gas prices.

Fortune experienced substantial net losses in 1998 and 1997, primarily
attributed to the items described above, and a smaller net loss in 1996 and
during the first six months of 1999. Operations contributed cash in 1996 and
1997, primarily due to relatively high gas prices and/or increases in
production, but consumed cash in 1998 and during the first six months of 1999
because of decreased revenues and low prices.

Fortune made substantial net investments in oil and gas properties in
1997, and somewhat smaller net investments in 1996, 1998 and the first six
months of 1999. Fortune's primary sources of capital have been the sale of
equity and proceeds from the sale of oil and gas properties. Since 1994, Fortune
reduced its total debt by $3.9 million and, as a result of restructuring its
borrowing relationships, significantly increased the maturity of its remaining
debt obligations. Fortune believes that it has adequate capital resources to
satisfy its obligations over the short term. Fortune also believes that its
operating cash flow will increase as a result of successful exploitation of its
inventory of projects and prospects or the acquisition of producing properties
and that this increased cash flow will be the basis for future company growth.
However, there is no assurance that Fortune will be successful in exploiting any
of its projects. Furthermore, operating cash flow has decreased significantly in
the short term as the result of the sale of Fortune's interest in East Bayou
Sorrel in March 1998. In the event that Fortune's operating cash flow does not
increase significantly, the company may need to make additional significant
reductions in overhead or raise additional capital to pursue its business
strategy.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1999 VS. 1998

During the first six months of 1999, Fortune's net loss improved to
$944,000 compared to a net loss of $1,464,000 for the same 1998 period. Lower
expenses in almost all categories in 1999 more than offset a decline in
revenues. Significantly lower gas prices and lower oil and gas production
resulted in net oil and gas revenues decreasing by $447,000 (40%) in the first
six months of 1999, compared to the same 1998 period. The East Bayou Sorrel
field, which accounted for 32% and 30% of first six months 1998 revenues and
production, respectively, was sold on March 31, 1998 for $4.7 million. See note
6 to the June 30, 1999 unaudited financial statements for a discussion of this
sale and the impact on the company's operating results.

Fortune's oil production decreased 73% during the first six months of 1999
versus 1998. Gas production decreased 14% during the first six months of 1999
versus 1998. The sale of East Bayou Sorrel and depletion were the primary
contributors to these decreases.

Gas prices on Fortune's production averaged $2.07 per Mcf for the first
six months of 1999 as compared to $2.30 per Mcf for the same 1998 period (a 10%
decrease). Oil prices averaged $14.30 per barrel for the first six months of
1999 compared to $13.82 per barrel for the same 1998 period (a 4% increase).

Production and operating expense decreased by $157,000 (44)% for the first
six months of 1999 versus 1998 because of the lower production discussed above
and the absence of workovers and operating problems during 1999.

General and administrative expense decreased by $165,000 (20%) primarily
because of reductions which have been made in response to lower oil and gas
prices. In connection with Fortune's efforts to reduce cash outlays, the board
of directors voted, effective January 1, 1999, to begin paying the $2,500 per
quarter outside director fees in Fortune common stock instead of cash.

Interest expense paid in cash decreased by $15,000 (7%) for the first six
months of 1999 over 1998 due to a lower debt balance. The lower debt balance
resulted from Fortune paying off substantially all of its credit facility at
March 31, 1998 with a portion of the proceeds of the sale of East Bayou Sorrel.
Non-cash amortization of debt financing costs has declined because all such
costs were fully amortized at the end of April 1999.

Fortune's provision for depletion, depreciation and amortization (DD&A)
decreased by $390,000 (47%) in the first six months of 1999 as compared to 1998
primarily because of lower production, a lower property balance as a result of
the sale of the East Bayou Sorrel property and past ceiling test impairments.

YEAR ENDED DECEMBER 31, 1998 AND 1997

Fortune had a net loss of $3.3 million in 1998 compared to a net loss of
$6.0 million in 1997. The higher 1997 loss was primarily attributable to the
following items recorded in 1997:

o $316,000 non-cash debt conversion expense incurred to exchange a portion
of Fortune's debentures

o $323,000 stock offering costs for an aborted 1997 public offering

o $3.7 million non-cash impairment to oil and gas properties versus $1.0
million in 1998

o higher depreciation, depletion and amortization

Analysis of change in oil and gas revenues -

Years ended
December 31, Percent
1998 1997 Change
-------- -------- --------
(Thousands except where indicated)

Production
Oil - MBbl 42 87 (52)%
Gas - Mmcf 609 821 (26)%
- MMCFE 859 1,343 (36)%
Prices
Oil - $/Bbl $ 13.08 $ 19.04 (31)%
Gas - $/Mcf 2.19 2.66 (18)%
Revenues
Oil $ 544 $ 1,663 (67)%
Gas 1,337 2,188 (39)%

As can be seen in the above table, the revenue decrease primarily resulted
from significantly lower oil and gas prices and oil and gas production in 1998.
1997 revenues included revenues from Fortune's East Bayou Sorrel field that was
sold on March 31, 1998. South Timbalier Block 76 was shut-in for 26 days in 1997
for a workover, adversely affecting 1997 revenues and partially offsetting the
decrease from 1997 to 1998.

If East Bayou Sorrel production was excluded from both 1998 and 1997, the
decrease in oil and gas production would have been 11% and 20%, respectively.
Notwithstanding the decrease in revenues and cash flow, management believes that
the sale of East Bayou Sorrel was very positive for Fortune. At the time of the
sale, Fortune's reserve report reflected approximately $1.9 million of
discounted proved reserves value for East Bayou Sorrel. 1997 net cash flow from
the property was approximately $1.0 million. Substantially all of this 1997 cash
flow was reinvested in the property to drill the Schwing #3 which was a dry
hole. The $4.7 million sales price represented 250% of the proved reserve and
460% of the 1997 net cash flow for the property. East Bayou Sorrel was primarily
an oil property and oil prices declined

significantly in 1998 after the sale. The cash from the sale enabled Fortune to
repay substantially all of its bank debt and to conduct an active exploration
program in 1998.

Analysis of change in selected expenses -

Years ended
December 31, Percent
1998 1997 Change
-------- -------- --------
(Thousands except where indicated)

Production and operating expense $ 595 $ 1,094 (46)%
- per MCFE 0.69 0.81 (15)%
Depreciation, depletion and amortization 1,365 2,219 (38)%
- per MCFE 1.59 1.65 (5)%
Impairment to oil and gas properties 960 3,650 (74)%

Production and operating expense in 1997 included approximately $360,000
of costs attributable to a workover at South Timbalier Block 76. No significant
workovers were undertaken in 1998. The sale of East Bayou Sorrel contributed to
additional decreases.

Fortune's provision for depletion, depreciation and amortization decreased
because of the impact of impairments to oil and gas properties in 1997 and the
sale of East Bayou Sorrel in 1998.

Years ended
December 31, Percent
1998 1997 Change
-------- -------- --------
(Thousands except where indicated)

General and administrative expense $ 1,547 $ 1,965 (21)%
Interest - payable in cash 403 249 62 %
- amortization of financing cost 428 147 191 %

General and administrative expense decreased primarily because of lower
litigation costs in 1998 in connection with the 1995 Regulation S offering,
discussed in note 8 to the December 31, 1998 financial statements, and lower
personnel costs. We are in the process of further reducing general and
administrative costs up to an additional 27% in 1999 versus 1998. The 1999
reductions will be in almost all categories and are in response to depressed oil
and gas prices in 1998 and early 1999.

Interest expense paid in cash increased due to the higher debt balance.
Non-cash amortization of debt financing costs increased because of Fortune's
notes offering in December 1997 and credit facility refinancing in July 1997.

YEARS ENDED DECEMBER 31, 1997 AND 1996

Fortune had a net loss of $6.0 million in 1997 compared to a net loss of
$1.3 million in 1996. The increased net loss in 1997 is primarily attributable
to the following 1997 items:

o $3.7 million non-cash impairments to oil and gas properties

o $316,000 non-cash debt conversion expense incurred to exchange a
portion of Fortune's debentures

o $323,000 of stock offering costs for an aborted 1997 public
offering in April 1997

Analysis of change in oil and gas revenues -

Years ended
December 31, Percent
1997 1996 Change
-------- -------- --------
(Thousands except where indicated)

Production
Oil - MBbl 87 57 52 %
Gas - Mmcf 821 1,038 (21)%
- MMCFE 1,343 1,383 (3)%
Prices
Oil - $/Bbl $ 19.04 $ 20.24 (6)%
Gas - $/Mcf 2.66 2.56 4 %
Revenues
Oil $ 1,663 $ 1,162 43 %
Gas 2,188 2,663 (18)%

1996 revenues included revenues from Fortune's California properties that
were sold in February and March 1996 and a higher ownership interest at South
Timbalier Block 76 through March 1996. On March 8, 1996, Fortune sold 25% of its
interest in the South Timbalier Block 76 for $940,000 pursuant to a preexisting
option agreement. 1997 revenues were adversely affected by shutting in the South
Timbalier Block 76 well from March 24, 1997 to April 19, 1997 for a workover.
The same well was also shut in from April 29, 1996 to June 15, 1996 for a prior
workover. Offsetting these decreases was the commencement of production at East
Bayou Sorrel in January 1997. The second well at East Bayou Sorrel was completed
and placed on production on June 23, 1997.

Oil production increased as a result of the Bayou Sorrel discovery. Gas
production decreased primarily because of the reduced ownership interest in 1997
in South Timbalier Block 76, as discussed above, and natural depletion on
Fortune's properties.

Analysis of change in selected expenses -

Years ended
December 31, Percent
1997 1996 Change
-------- -------- --------
(Thousands except where indicated)

Production and operating expense $ 1,094 $ 1,172 (7)%
- per MCFE 0.81 0.85 (5)%
Depreciation, depletion and amortization 2,219 1,623 37 %
- per MCFE 1.65 1.17 41 %
Impairment to oil and gas properties 3,650 - N/A

The decrease in production and operating expenses results primarily from
Fortune selling its relatively expensive-to-operate California properties in
early 1996. Both 1997 and 1996 were adversely affected by the workovers at South
Timbalier Block 76 that cost approximately $360,000 in 1997 and $300,000 in
1996.

Fortune's provision for depletion, depreciation and amortization increased
because of higher average property costs and lower average proved reserves in
1997.

Years ended
December 31, Percent
1997 1996 Change
-------- -------- --------
(Thousands except where indicated)

General and administrative expense $ 1,965 $ 1,924 2 %
Interest - payable in cash 249 361 (31)%
- amortization of financing cost 147 74 99 %

Interest expense payable in cash decreased due to the lower average debt
balance for most of 1997. Non-cash amortization of debt financing costs
increased because of Fortune's notes offering in December 1997 and credit
facility refinancing in July 1997. See "- Liquidity."

LIQUIDITY

CASH BALANCE, WORKING CAPITAL AND CASH FLOWS FROM OPERATING ACTIVITIES

- - Six months ended June 30, 1999 and 1998

Fortune used approximately the same amount of cash in its operating
activities during the first six months of 1999 compared to the same 1998 period.
Before considering the effect of changes in non-cash working capital accounts,
operating cash flow used was $(311,000) for 1999 compared to $(162,000) for
1998. Lower gas prices and lower oil and gas production, as discussed above,
accounts for this decrease in cash flow. Working capital at June 30, 1999
decreased from December 31,1998 because of the negative cash flow from operating
activities and the capital expenditures discussed below. Cash flow increased in
the second quarter of 1999 compared to the prior quarter ended March 31, 1999 as
the production from two recently completed wells at Espiritu Santo Bay, the
recently completed farmout wells at South Timbalier 86 and Bay Marchand Block 5
and a well being completed in Mississippi commenced production. These wells are
discussed below. Also, oil and gas prices have increased since March 31, 1999.

- - Fiscal years 1998 and 1997

Analysis of changes in selected liquidity measures -

Years ended
December 31, Percent
1998 1997 Change
-------- -------- --------
(Thousands except where indicated)

Cash balance at year end $ 1,452 $ 1,667 (13)%
Net working capital at year end 1,324 1,376 (4)%
Long-term debt 3,225 3,775 (15)%

Cash flow from operating
activities for the year $ (616) $ 1,379 N/A
Less: change in assets and liabilities (138) 624 N/A
-------- -------- --------
Cash flow from operations before
change in assets and liabilities $ (478) $ 755 N/A
======== ======== ========

The decrease in cash flow from operating activities results primarily from
the significant increase in payables in 1997 versus a decrease in 1998. Before
considering the effect of changes in assets and liabilities, the decrease in
cash flow was considerably less. Lower oil and gas revenues and higher cash
interest expense were the primary contributors to the 1998 decrease in cash
flow.

- - Fiscal years 1997 and 1996

Analysis of changes in selected liquidity measures -

Years ended
December 31, Percent
1997 1996 Change
-------- -------- --------
(Thousands except where indicated)

Cash balance at year end $ 1,667 $ 2,174 (23)%
Net working capital at year end 1,376 276 399 %
Long-term debt 3,775 680 455 %

Cash flow from operating
activities for the year $ 1,379 $ 607 127 %
Less: change in assets and liabilities 624 216 189 %
-------- -------- --------
Cash flow from operations before
change in assets and liabilities $ 755 $ 391 93 %
======== ======== ========

Although Fortune's cash balance decreased from 1996 to 1997, working
capital increased significantly. Refinancing Fortune's bank debt in July 1997
and completing a convertible subordinated debt offering in December 1997 were
major contributing factors to this increase in working capital. During 1997,
operating activities and financing activities were providers of cash while
investing activities were net users of cash.

Changes in accounts receivable and accounts payable were significant
components of the net cash flow amounts in both 1997 and 1996. Accounts payable
increased in 1997 as a result of increased exploration activity and accounts
receivable decreased in 1997 primarily as a result of lower year end prices.
Before considering changes in asset and liability accounts, net operating cash
flow still increased in 1997 compared to 1996. The absence of corporate
relocation costs in 1997 and lower interest and production and operating expense
in 1997 contributed to this increase. Fortune's 1996 exploratory discovery at
East Bayou Sorrel, Iberville Parish, Louisiana had no impact on Fortune's
revenues in 1996. Its impact on 1997 production was partially offset by the
items discussed in the 1997 operating results section above.

CAPITAL RESOURCES

CASH USED IN INVESTING ACTIVITIES - CAPITAL EXPENDITURES

Expenditures for oil and gas properties for the first six months of 1999
were $309,000 compared to $1,711,000 for 1998. The 1999 expenditures include
primarily:

- - additional leases at Espiritu Santo Bay;

- - seismic interpretation at Espiritu Santo Bay and La Rosa;

- - completion expenditures for two wells at Espiritu Santo Bay, ST 216 #16
and ST 210 #5;

- - completion expenditures for the Bacon prospect well drilled in
Mississippi; and

- - expenditures for the Espiritu Santo Bay ST 164 #4 well which was
plugged and abandoned in May 1999

The ST 164 #4 well which was plugged during the second quarter of 1999
experienced an underground blowout during September and October 1998 after
logging potential pay. The well was temporarily abandoned until May 1999 when it
was plugged. Fortune has been reimbursed by its insurance underwriter for a
portion of its control of well expenditures and we believe that a substantial
portion of Fortune's cost to redrill the well will also be reimbursable by our
underwriter. However, redrill operations have been delayed because the operator
and other well owners are involved in a dispute with their underwriters over
their control of well and redrill claim.

Fortune did not incur any expenditures on the South Timbalier 86 and Bay
Marchand Block 5 wells because Fortune farmed out these properties retaining
overrides of 3.17% and 0.5%, respectively. The South Timbalier 86 override
converts to 4% after payout. The Bay Marchand Block 5 farmout acreage was
unitized with acreage containing another producing well. This unitization
resulted in Fortune's revenue interest decreasing to 0.24% over the
newly-combined acreage block.

The 1998 expenditures include primarily:

- - drilling and completion expenditures for the third well at East
Bayou Sorrel, which was plugged on March 5, 1998;

- - drilling and completion operations at La Rosa;

- - drilling costs for a dry hole at the S.W. Segno prospect; and

- - land, seismic and well costs for the dry holes at Whiskey Pass
and Sea Serpent.

Fortune believes that it has sufficient capital to drill its deep Frio
target at Espiritu Santo Bay. However, if this well is unsuccessful or it
encounters significant drilling problems or delays, Fortune may need to make
additional significant reductions in overhead or raise additional capital to
pursue its business strategy.

- - Fiscal year 1998

Cash expenditures for oil and gas properties in 1998 were $3.7 million as
compared to $4.9 million for the same period in 1997. The 1998 expenditures were
incurred primarily in Fortune's projects at LaRosa, Espiritu Santo Bay, East
Bayou Sorrel, Whiskey Pass, Sea Serpent and Southwest Segno.

Fortune has been involved in two significant proprietary 3D seismic
projects along the Texas coast. The La Rosa project, a 24-square mile
proprietary 3D seismic survey over one of Fortune's existing producing fields
has been shot and drilling operations have commenced. Fortune sold one-half of
its interest in the non-producing portion of this field in exchange for the
acquiring parties paying 100% of Fortune's 3D seismic costs. Drilling began in
December 1997. Seven wells have been drilled to date based upon the 3D seismic.
Four wells were completed as producers and three wells have been plugged and
abandoned. During 1998, Fortune incurred $770,000 of seismic interpretation,
leasing and drilling costs. Fortune holds a 37.5% working interest in the wells
drilled prior to the 3D seismic survey and an 18.75% working interest in the
prospective projects covered by this 3D seismic survey.

The second project is offshore Texas in the intracoastal waters of
Espiritu Santo Bay. This involves a 135-square mile proprietary 3D seismic
survey in which Fortune owns a 12.5% working interest. This survey was completed
in 1997 and is continually being interpreted. Drilling began in August 1998.
Five wells have been drilled to date. Two have been plugged, two have been
completed and the fifth is the ST 164 #4 discussed above. Additional drilling is
planned. During 1998, Fortune incurred $1,068,000 of seismic interpretation,
leasing costs and well operations.

During the second quarter of 1998, Fortune entered into agreements to
participate in the drilling of three wells on prospects in the transition zone
offshore Louisiana. Two of the wells were on the Whiskey Pass prospect and the
third was on the Sea Serpent prospect. The prospects were identified by another
company on a 25-square mile transition zone 3D seismic survey which Fortune also
owns. All three wells were drilled and plugged and abandoned. In 1998, Fortune
incurred approximately $887,000 of seismic, leasehold and drilling costs.
Fortune also incurred $166,000 in 1998 in connection with its dry hole at the
Southwest Segno prospect in Liberty County, Texas.

- - Fiscal years 1997 and prior

Capital expenditures funded with cash for the years ended December 31,
1997 and 1996 were $4.9 million and $3.2 million, respectively. 1997 capital
expenditures consisted primarily of $2.5 million for 3D seismic and leases at
Espiritu Santo Bay; $1.5 million for development at East Bayou Sorrel and $0.4
million for the acquisition of an additional interest at East Bayou Sorrel. 1996
capital expenditures were primarily for four exploratory wells (East Bayou
Sorrel, Lirette, DABM and South Lake Arthur) and continued lease and seismic
acquisition offshore Louisiana.

In June 1997, Zydeco Exploration returned to Fortune $2.2 million of
exploration venture cash under the terms of the venture agreement, as discussed
in note 2 to the December 31, 1998 financial statements. The cash was previously
reported on Fortune's balance sheet as restricted cash in "Other Assets."
Fortune also received $1.2 million for the sale of the California properties
that was used to retire debt in February 1996 and $940,000 for the sale of 25%
of its interest in South Timbalier Block 76. See "Business and Properties -
Exploration Activities" and " -- Property Acquisition Activities."

CASH FLOWS FROM FINANCING ACTIVITIES -

- OUTSTANDING DEBT AND DEBT REDUCTION

On March 31, 1998, Fortune paid off all but $10,000 of its bank credit
facility using $540,000 of the proceeds from the sale of East Bayou Sorrel.
Fortune's remaining debt, all of which is subordinated convertible debt, is not
due until 2007. Since 1994, Fortune has reduced its total debt by $3.9 million
and virtually eliminated its current maturities of long-term debt.

- CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 31, 2007

On December 1, 1997, Fortune completed a private placement of 12%
Convertible Subordinated Notes due December 31, 2007. An aggregate of $3,225,000
principal amount of notes was sold and Fortune received $2,815,000 of net
proceeds after offering expenses and commissions. The notes were sold to a group
of accredited investors under a placement agreement with J. Robbins Securities
L.L.C.

The net proceeds of the private placement were used to refinance existing
debt and for general corporate purposes. On December 5, 1997, using the proceeds
of the notes offering, Fortune redeemed the remaining outstanding balance of
$1,028,000 of Fortune's debentures due December 31, 1997. In addition, $315,000
of net proceeds of the notes offering were used to reduce the borrowings under
Fortune's credit facility with Credit Lyonnais. See note 5 of the December 31,
1998 financial statements for the terms of the notes.

The notes contain a provision which allows the holders to convert them
into Fortune common stock. In March 1999, 21 of the 26 holders of these notes
agreed to amend that provision in order to set a fixed conversion price on the
notes of $0.75 per share. The 21 noteholders represent $2,295,000 of the
$3,225,000 principal amount of the notes outstanding.

The $2,295,000 of amended notes are now convertible into a total of
3,060,000 shares of common stock. Each holder who agreed to this amendment also
received one three-year warrant to purchase a share of Fortune common stock at
$1.00 for each share into which the holder's note is now convertible. The
issuance of these warrants was not included in the original terms of the note
agreement; accordingly, Fortune recognized a non-cash expense in the amount of
$153,000 in the first quarter of 1999 for the value of the warrants. The holders
of the remaining $930,000 of notes elected not to amend the conversion
provision. Accordingly, based upon the price of approximately $0.33 per share
pursuant to the formula contained in those notes, they may be converted into
2,821,162 shares of common stock.

- CREDIT FACILITY

Fortune has in place a $20 million credit facility with Credit Lyonnais
New York Branch ("Credit Lyonnais"). The Credit Lyonnais facility is due January
11, 2000, extendable until July 11, 2000 upon mutual consent. On March 31, 1998,
Fortune repaid all but $10,000 of the outstanding balance of the credit facility
with a portion of the proceeds from the sale of East Bayou Sorrel. Prior to
Fortune's sale of its interest in the East Bayou Sorrel field, Fortune's
borrowing base was $2 million. The bank has not completed its redetermination of
the borrowing base subsequent to this sale; consequently, Fortune does not know
how much, if any, is currently available for borrowing under this credit
facility. Primarily as a result of the lower revenues in 1998 because of lower
oil and gas prices and the sale of East Bayou Sorrel, Fortune was unable to meet
the 3 to 1 coverage ratio of cash flow to fixed-charges which is required by the
credit facility for the twelve-month period ended June 30, 1999. Fortune
received a waiver of this covenant from the bank for the period ended June 30,
1999. Fortune will need a wavier of this debt covenant in future periods until
operating cash flow increases significantly. See the notes 5 to the financial
statements included herein for the terms of this credit facility.

- DEBENTURES

On February 26, 1997, Fortune closed an exchange offer for the Convertible
Subordinated Debentures due December 31, 1997 which resulted in 40%, or $697,000
principal amount, of debentures being exchanged for 218,858 shares of common
stock and 174,250 common stock warrants. Consequently, the balance due on the
Debentures at December 31, 1997 was $1,028,000. This remaining balance was
repaid on December 5, 1997 with proceeds from the notes offering discussed
above.

In connection with the February 1997 exchange of debentures, Fortune
recorded a non-cash debt conversion expense of approximately $316,000 during the
first quarter of 1997. This expense represents the difference between the fair
market value of all of the common stock and warrants issued in the exchange
offer and the fair market value of the lower number of shares of common stock
that could have been issued upon the conversion of the debentures under their
original terms.

- CASH PROVIDED FROM EQUITY TRANSACTIONS

Fortune's primary source of capital during 1996 was stock offerings and
the exercise of warrants and options. In December 1996, Fortune received net
proceeds of approximately $1.1 million from the sale of 412,000 shares of common
stock at a price of $3.00 per share in a private placement.

OIL AND GAS PRICES AND RESERVES

Fortune's revenues, profitability and future growth are dependent to a
great degree upon oil and gas prices. These prices can be extremely volatile and
in recent years have been depressed by excess supplies. These fluctuating oil
and gas prices have contributed to impairments to oil and gas properties such as
the $3.7 million impairment recorded in 1997 and the $960,000 impairment
recorded in 1998. As a result of continued fluctuating oil and gas prices,
Fortune may incur further impairments in 1999. As of August 9, 1999, Fortune was
receiving an average of approximately $18.00 per Bbl for its oil production and
$2.70 per Mcf for its gas production.

Analysis of selected reserve information at year end:

Years ended
December 31, Percent
1998 1997 Change
-------- -------- --------
(Thousands except where indicated)

Proved Reserves
Oil - MBbl 106 257 (59)%
Gas - Mmcf 3,082 3,217 (4)%
- MCFE 3,718 4,759 (22)%

Year end Prices
Oil - $/Bbl $ 9.85 $ 16.90 (42)%
Gas - $/Mcf 2.25 2.60 (13)%

Estimated future net revenue
undiscounted $ 4,985 $ 8,410 (41)%
Standardized measure of discounted
future net cash flow $ 3,527 $ 6,503 (46)%

Fortune's 1998, 1997 and 1996 year end oil and gas reserve reports have
been prepared by Huddleston & Co. Inc., of Houston, Texas, its independent
petroleum engineers. The present value of the reserves decreased in 1998
primarily because of the sale of East Bayou Sorrel and significantly lower oil
and gas prices at year end 1998. The present value discounted at 10% of the East
Bayou Sorrel proved reserves at the time of the sale was approximately $1.9
million. Fortune sold this property for $4.7 million, resulting in a significant
economic gain on this transaction. At December 31, 1997, these net proved
reserve figures included 152,000 barrels of oil and 204,000 Mcf of gas
attributable to Fortune's interest at East Bayou Sorrel. See note 3 to the
December 31, 1998 financial statements regarding this sale.

"YEAR 2000" COMPLIANCE

Fortune is aware of the issues associated with the inability of many
computer systems worldwide to recognize dates beyond December 31, 1999 and that
a failure to correct this problem could result in significant disruption to
those systems. Fortune has reviewed its internal and accounting systems and
believes that they are "year 2000 compliant." Fortune currently does not operate
any of its producing properties; accordingly it does not use any operating
systems internally that must be evaluated for compliance. Fortune's concerns
regarding year 2000 compliance rest almost solely with its third party business
associates. Fortune has been assessing the readiness of the third parties that
it believes are important to its business, such as: operators of its properties,
its oil and gas product purchasers, its accounting system providers,
consultants, communication systems providers, etc. The third parties contacted
thus far have represented either to be in compliance or have communicated their
plans and timetables for compliance. This process is ongoing. Fortune has begun
making contingency plans in the event that its third parties are unable to
achieve compliance. With respect to oil and gas product purchasers, systems
providers, consultants, its bank, and its stock transfer agent, for example,
Fortune does not have any contracts that extend beyond 1999. Accordingly,
Fortune can change to goods and service providers who are year 2000 compliant,
if necessary. With respect to operators of its properties, Fortune believes that
a failure to comply by the operator or its critical suppliers would generally
not be material except at South Timbalier Block 76. CNG Producing Company
operates South Timbalier Block 76 and Fortune is monitoring CNG's compliance
efforts. Fortune does not believe that the direct, out-of-pocket cost of its
year 2000 compliance requirements will be significant. There are, however,
numerous parties who Fortune has no direct contact with but who nonetheless
could have a significant impact on Fortune's business activities if they do not
achieve compliance. These indirect third parties include oil and gas refiners,
gas and oil transmission companies, third party banking institutions, suppliers
of suppliers, etc. Although Fortune has no practical way of assessing the
viability of these companies, Fortune believes that its risks are no greater in
this regard than businesses and the public in general. Fortune will continue to
monitor the status of year 2000 compliance issues to determine the impact, if
any, on its operations.

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
133 establishes accounting and reporting standards for derivative instruments,
including derivative instruments embedded in other contracts and for hedging
activities. SFAS 133, as amended, is effective for all fiscal quarters beginning
after June 15, 2000. Fortune has not historically utilized derivative
instruments; accordingly, the impact upon Fortune of SFAS 133 is not expected to
have an effect on the reporting of future operating results.

DISCLOSURE ABOUT MARKET RISK

Fortune is exposed to market risk, including adverse changes in oil and
gas prices and interest rates as discussed below. Fortune does not currently use
derivative financial instruments to mitigate fluctuations in oil and gas prices
or interest rates.

OIL AND GAS PRICE RISK. Fortune's oil and gas revenues can be
significantly affected as oil and gas prices fluctuate widely in response to
changing market forces. These fluctuations can be reduced through the proper use
of oil and gas price hedging tools. We currently do not use oil and gas price
hedges because we do not believe that Fortune has sufficient production volumes
to justify their use. Consequently, our oil and gas revenues will continue to
fluctuate as prices fluctuate.

INTEREST RATE RISK. Fortune's exposure to changes in interest rates
primarily results from its short-term and long-term debt with both fixed and
floating interest rates.

Fortune's debt structure is comprised of:

Stated Balance
Interest Rate June 30, 1999 Matures
------------- ------------- -------

12% Fixed $2,295,000 2007

12% Fixed $930,000 2007

Variable at banks
Base rate + 1 1/4% or
LIBOR + 4% $10,000 1999

Changes in interest rates currently will not have a significant impact on
Fortune's operations.

BUSINESS AND PROPERTIES

GENERAL

Fortune Natural Resources Corporation is an independent public oil and gas
exploration and production company. We primarily explore, develop and produce
oil and gas from properties located onshore and offshore Louisiana and Texas.

During 1995, we implemented a program to explore for significant oil and
gas reserves using state-of-the-art 3D seismic and computer aided exploration
technology. Fortune believes that the use of this technology provides more
accurate and comprehensive geological data for evaluating drilling prospects
than traditional 2D evaluation methods. Since implementing this program in early
1995, Fortune has been acquiring interests in oil and gas prospects on the Gulf
Coast and is continually evaluating 3D and 2D exploration projects.

Fortune also seeks to acquire producing properties at attractive prices.
In furtherance of that objective, Fortune purchased for cash an additional
interest in the East Bayou Sorrel Field in early 1997 as well as an interest in
the South Timbalier Block 76 in December 1995. Fortune subsequently sold its
entire interest at East Bayou Sorrel.

STRATEGY

Fortune's strategy is to invest in a diversified portfolio of oil and gas
exploration and development properties within its area of interest. Fortune
mitigates the risks of exploration drilling by generally taking minority
interests in projects with large potential reserves as well as additional
development potential. Fortune has invested in seismic programs to identify new
exploration prospects, in exploration prospects ready to drill, and in producing
properties with additional development potential, each described in more detail
below.

Fortune seeks to participate, generally as a minority, non-operating
interest holder, in a variety of exploration and development projects with
industry partners. Fortune's approach to prospect acquisition is twofold. It
seeks prospects on an opportunistic basis, evaluating individual prospect
opportunities presented to it by other oil and gas companies or consultants. It
also seeks to develop prospects through multi-year strategic joint ventures
designed to evaluate a wide area for potential drilling prospects, such as the
venture commenced in 1997 along the Texas coast at Espiritu Santo Bay.

Fortune and its partners use state-of-the-art technologies including,
where appropriate, 3D seismic and CAEX technology in defining and evaluating
drilling prospects. Fortune believes that these techniques have undergone
important technological advances in recent years and that their use can provide
Fortune with a more accurate and complete prospect evaluation. These
advancements should materially increase the likelihood of finding commercial
quantities of oil and gas at lower reserve finding costs.

Although Fortune does not currently operate properties or originate
exploration prospects, it actively participates in the evaluation of those
properties and prospects. In order to maintain the ability to employ
state-of-the-art technology while controlling fixed operating costs, Fortune
relies heavily on industry consultants for its project evaluations. With
aggressive downsizing and reorganizing by larger oil companies in recent years,
Fortune has found that highly qualified prospect originators and technical
advisors are available as consultants and joint venturers. This enables Fortune
to acquire expert technical assistance in its target geographic areas while
avoiding the overhead associated with a larger number of employees.

Fortune employs the services of Interpretation3, a consulting company
headed by Daniel Shaughnessy, formerly an exploration supervisor with Mobil Oil
Company, to assist in evaluating prospects. Mr. Shaughnessy became a director of
Fortune in early 1997. See "Management." Fortune employs Huddleston & Co., Inc.,
Houston, Texas, independent petroleum engineers, to estimate reserves in
successful wells and in properties being evaluated for acquisition. Fortune does
not have contracts with these consultants that obligate the consultants to
continue their availability to Fortune. However, we believe that these
consultants will continue to provide services to Fortune for the foreseeable
future.

In furtherance of its business strategy, Fortune entered into non-binding
letters of intent with 3DX Technologies Inc., Petro-Guard Company, Inc. and
Petro-Guard Production LLC in November 1998, providing for the merger of each of
these entities into Fortune. Subsequently, merger discussions with each of these
entities were terminated prior to the execution of a definitive merger
agreement.

EXPLORATION ACTIVITIES

Fortune reviews prospects developed by companies that have particular
expertise in specific exploration areas and uses its own consultants and
management knowledge to analyze the exploration data. By taking a minority
non-operating position in such projects, Fortune gains opportunities to
participate in significant discoveries while minimizing its losses if the
exploration wells are unproductive. Recent significant exploration projects
undertaken by Fortune include the 3D seismic surveys at Espiritu Santo Bay and
LaRosa Field, both of which are discussed below.

PROPERTY ACQUISITION ACTIVITIES

Prior to mid-1994, Fortune focused its efforts on the acquisition of
producing properties in an effort to take advantage of competitive prices for
proved reserves with development potential. In mid-1994, Fortune made a
strategic decision to shift its emphasis from the acquisition of producing
properties to exploration for oil and gas reserves, although Fortune continues
to examine attractive acquisition opportunities. This decision was prompted by
increasing price competition for attractive producing properties as well as the
recent important advances in exploration technology. To help facilitate its
exploration strategy and focus its efforts, Fortune sold all of its California
properties and relocated its offices to Houston, Texas in early 1996.

Oil and gas prices are currently depressed and Fortune believes that there
may be opportunities again to acquire proved reserves at very attractive prices.
Accordingly, Fortune closely monitors opportunities to acquire both producing
properties and other oil and gas companies.

SIGNIFICANT PROPERTIES AND ACTIVITIES

ESPIRITU SANTO BAY PROPRIETARY 3D SEISMIC EXPLORATION JOINT VENTURE,
OFFSHORE CALHOUN COUNTY, TEXAS

On February 27, 1997, Fortune entered into a multi-year proprietary 3D
seismic joint venture to evaluate and identify exploration prospects in a 166.5
square mile AMI in and around the Texas transition zone, including the
intracoastal waters at Espiritu Santo Bay. Fortune owns a 12.5% working interest
in the joint venture which has completed a 135-square mile proprietary 3D
seismic survey. Fortune and its working interest partners currently own 19,090
leasehold acres and hold options to acquire leases on an additional 11,322 acres
within the area of the seismic survey.

Seismic acquisition activities commenced in April 1997 and were completed
in September 1997. The seismic data has been processed and is continually being
interpreted. Each partner may elect whether to participate in drilling an
initial well or farm out all or part of its interest to other joint venture
partners or third parties. Over a dozen prospects have been delineated to date.
No assurance can be given, however, that any commercial quantities of
hydrocarbons will be discovered. Drilling began in September 1998. Five wells
have been drilled to date. Two have been plugged, two have been completed and
the fifth, ST 164 #4, is a potential discovery that experienced an underground
blowout in late 1998. The well was plugged in 1999 because of that blowout, but
may be redrilled in the future. The joint venture agreement ends July 15, 2002
but may be extended if necessary.

On April 18, 1997, the Espiritu Santo Bay 3-D Seismic Project joint
venture acquired the Steamboat Pass Field, Calhoun County, Texas from Neumin
Production Company. The Steamboat Pass Field is in Espiritu Santo Bay. As a
result, Fortune owns a 12.5% working interest in the 5,766 acres held by
production in the field and the facilities on the site. The acquisition was made
in exchange for the assumption of Neumin's future obligation to plug and abandon
the field. We do not expect the cost of such abandonment to be material to
Fortune.

LA ROSA PROPRIETARY 3D SEISMIC EXPLORATION PROGRAM, REFUGIO COUNTY, TEXAS

In 1994, Fortune acquired an undivided 50% interest in the La Rosa Field,
a producing oil and gas field. In January 1997, Fortune's working interest was
reduced to a 37.5% working interest as the result of an after-payout back-in. On
February 13, 1997, Fortune and its partners commenced a proprietary 3D seismic
survey covering 24 square miles over the La Rosa Field and surrounding acreage
in Refugio County, Texas. The survey was conducted using state-of-the-art
technology. Processing was completed in September 1997. Fortune farmed out 50%
of its rights in this proprietary seismic program in exchange for the payment of
all of Fortune's costs of such 3D survey. Accordingly, Fortune currently owns an
undivided 18.75% working interest in all newly-generated prospects. Fortune
maintains its 37.5% working interest in all production from wellbores existing
prior to the commencement of the 3D seismic survey.

Fortune and its working interest partners currently own 5,616 acres in the
field and hold seismic options to acquire up to an additional 4,000 acres. The
first well drilled based upon the 3D data was spudded December 2, 1997. Since
then seven additional wells have been drilled. Four of these wells have been
completed and four have been plugged and abandoned.

DIVESTITURE OF EAST BAYOU SORREL, IBERVILLE PARISH, LOUISIANA

On March 31, 1998, Fortune sold its interest in the East Bayou Sorrel
field to National Energy Group, Inc. for cash in the amount of $4,695,000. The
properties sold consisted of Fortune's interest in the Schwing #1 and #2 wells
and all of Fortune's leases, facilities and interests in the East Bayou Sorrel
area of mutual interest, as defined in the East Bayou Sorrel operating
agreement.

Fortune's interest in the two productive wells at East Bayou Sorrel was
pledged to secure a credit facility with Credit Lyonnais. The total balance
outstanding under the credit facility prior to this sale was $550,000.
Concurrently with closing the sale of the field, Fortune paid down substantially
all of the outstanding balance of the credit facility.

The Schwing #1 and #2 wells began producing in January 1997 and June 1997,
respectively. Although both wells were shut-in from March 13, 1998 through the
date of the sale to repair production facilities, they accounted for a
significant portion of Fortune's oil and gas revenues during 1997 and proved
reserves as of December 31, 1997. A third well in the field, the Schwing #3, was
spudded October 9, 1997, but was temporarily plugged and abandoned on March 5,
1998 pending further evaluation of the well's potential. During 1997 and 1998,
Fortune incurred approximately $1 million to drill and attempt completion of the
Schwing #3.

SOUTH TIMBALIER BLOCK 76 - FEDERAL WATERS, OFFSHORE LOUISIANA

South Timbalier Block 76 is Fortune's most prolific producer, accounting
for over 40% of Fortune's revenues and proved reserves in 1998. On December 11,
1995, Fortune acquired a 16.67% working interest in this 5,000 acre producing
oil and gas property. This property includes a producing well which was
completed in 1990, a drilling and production platform and a transmission line.
The effective date of the acquisition was June 1, 1995; accordingly, Fortune
received the net cash flow from the well from that date. The effective date for
financial reporting purposes was November 1, 1995. Fortune initially paid $2.2
million and issued 150,000 common stock purchase warrants exercisable at prices
from $4.625 to $6.00 per share for its interest in the property. All the
warrants expired unexercised in December 1997. In the acquisition, Fortune
granted an option, exercisable until March 11, 1996, to a third party to acquire
a 4.167% working interest in the property for $940,000. The option was timely
exercised, which reduced Fortune's interest in the block to a 12.5% working
interest effective January 1, 1996.

On April 29, 1996, the South Timbalier 76 well was shut in due to a
mechanical failure of downhole equipment. A remedial workover, started June 16,
1996, cost Fortune approximately $300,000. The well was brought back on
production July 6, 1996. The well was also shut-in from March 24 to April 19,
1997 for a workover to repair a leak that caused the well to lose casing
pressure. Fortune's share of the costs of this second workover was approximately
$360,000. Notwithstanding these shut-ins, the well has already returned over two
times Fortune's initial investment, and Fortune is evaluating the possibilities
for additional development.

To finance the acquisition of the South Timbalier well and to provide
Fortune with additional working capital, Fortune sold 1,321,117 shares of its
common stock to a group of overseas investors in a transaction which qualified
for an exemption from the registration requirements of the Securities Act under
Regulation S. From this sale in December 1995, Fortune netted approximately $3.3
million after payment of expenses of the offering. The shares were sold subject
to certain "reset" provisions pursuant to which the purchasers could receive
additional shares if the price of the common stock were to drop. Despite a drop
in the price of the common stock during the calculation period, Fortune does not
expect that it will be required to issue any reset shares. See "- Legal
Proceedings."

SHIP SHOAL BLOCKS 43 AND 67 - STATE WATERS, OFFSHORE LOUISIANA

On April 24, 1998 and July 1, 1998, Fortune agreed to participate with
Rozel Energy, LLC in Rozel's Whiskey Pass Block 43 and Sea Serpent Block 67,
respectively. The agreement on Block 43 required Fortune to pay $138,000 for an
assignment of a 12.5% working interest in approximately 2,284 acres offshore
Terrebonne Parish. The agreement further provided for the drilling of two wells
to test this acreage. Both wells were drilled, at a combined cost to Fortune of
$410,000, and were subsequently plugged and abandoned as dry holes.

The agreement on Block 67 required Fortune to pay $64,000 to acquire a
12.5% working interest in approximately 390 leasehold acres. A single well was
drilled on this prospect in August at a cost to Fortune of approximately
$260,000. Although hydrocarbons were encountered, they were not economic and the
well was plugged and abandoned.

BACON AND WEST BACON PROSPECTS - CHICKASAW COUNTY, MISSISSIPPI

Fortune also participated in two exploration wells in December 1998 in
Mississippi's Black Warrior Basin. The Bacon Prospect Anderson #24-7 was logged
and completed on December 28, 1998 with three pay zones totaling approximately
95' of gross pay and 29' of net pay. The bottom two pay sands (the Lewis and
Evans) were dually completed during the second quarter of 1999. The upper zone
of interest (the Abernathy "B" sand) will not be tested until the lower zones
have depleted. Fortune owns a 10% working interest in the discovery. Its cost
for the shallow well was approximately $25,000. This discovery sets up a
development location under our lease block for future drilling.

Earlier in December 1998, the West Bacon Prospect was drilled as a dry
hole. Fortune owned a 25% working interest in that well; its share of dry hole
and abandonment costs was approximately $36,000.

JOINT VENTURE WITH ZYDECO EXPLORATION, INC.

Fortune owns varying working or royalty interests in ten projects located
in the transition zone and Timbalier Trench regions offshore Louisiana. These
joint venture projects were acquired by a joint venture formed with Zydeco to
identify, evaluate and explore oil and gas prospects in this area. The projects
were identified using a combination of advanced 2D and 3D seismic and computer
aided exploration technology in conjunction with geological analysis of existing
wells.

Under its exploration agreement with Zydeco, Fortune contributed $4.8
million to the venture in 1995. The funds were to be used to pay all of the
leasehold acquisition and seismic costs on the projects, entitling Fortune to a
50% working interest in each project. As of June 1997, $2.2 million of the funds
remained unspent and were returned to Fortune in accordance with the terms of
the exploration agreement. Fortune's 50% working interest in the projects that
have not been farmed out is subject to proportionate reduction in the event that
Zydeco expends additional funds on the projects. Fortune has farmed out its
interest in three of the joint venture projects, retaining overriding royalties
and/or the right to participate as a working interest owner. Fortune has a 100%
working interest on two of the remaining projects and a 50% working interest in
the other five.

One of the prospects, located on South Timbalier Block 86, was recently
farmed out to Sonat Exploration Company. Sonat successfully completed a well in
late 1998. Fortune owns a 3.166% override before payout, which converts to a 4%
override after payout, in this project. Production commenced in March 1999;
current production from this well is approximately 13 MMCFD of gas and 50 BOPD.
Fortune also recently farmed out its interest in Bay Marchand Block 5 to Bois
d'Arc Operating Corporation, which successfully completed a well in the spring
of 1999. Fortune's leasehold interest was unitized with adjacent producing
acreage. As a result, Fortune now owns a 0.25% overriding royalty interest in
the entire unit, which contains three producing wells. This unit is producing
approximately 5.3 MMCFD of gas and 1,000 BOPD.

Two other wells have been drilled on joint venture projects. Hydrocarbons
were encountered in both wells, but were of insufficient quantities to justify
completion attempts. A third party drilled one of these wells on the Polaris
Prospect under a farmout for which Fortune received $66,000 in fees. Fortune
incurred approximately $832,000 in 1996 in costs on the initial well on the
Aurora Prospect.

The remaining projects are being evaluated for drilling, farmout or resale
opportunities. Many of the joint venture projects are in the vicinity of recent
discoveries in the transition zone and Timbalier Trench and, as such, should
represent opportunities to find significant oil and gas production. However,
Fortune may not have sufficient resources to participate in any exploration
wells proposed or be able to farmout its interest on favorable terms. The leases
have remaining lease terms of up to 3 years, during which the venture must
either commence drilling operations or lose the leases. Fortune does not expect
that wells will be drilled on all of the joint venture projects or that it will
retain a working interest of more than 25% in any wells that are drilled. In
keeping with its strategy of balancing risk, Fortune intends to farm out its
remaining interest to other oil companies. Under a farmout arrangement, Fortune
would be relieved of all or part of its obligation to pay drilling expenses, and
could recover its acquisition and exploration costs but would wind up with a
smaller interest in any given prospect. Fortune may not be able to farm out any
of the projects or to enter into farmouts on the terms described above.

Fortune acquired its interest in the joint venture through its acquisition
in May 1995 of Lagniappe Exploration, Inc. for 1,200,000 shares of common stock
and 1,200,000 stock purchase warrants exercisable at $4.75 per share through May
12, 2000. The interest in the joint venture was the only significant asset of
Lagniappe.

In connection with the return of the unexpended funds from the joint
venture in June 1997, Fortune reviewed its $4.3 million remaining unevaluated
investment in the Joint Venture Projects. The $4.3 million investment includes
the value of the Fortune common stock that was issued in 1995 to acquire
Lagniappe as well as the funds that Fortune expended for joint venture leases
and seismic. As a result of this review, Fortune transferred all of its
investment in the joint venture projects to the evaluated property account in
1997. This was the major contributing factor to Fortune's $3.7 million
impairments to oil and gas properties in 1997.

SOUTHWEST SEGNO, LIBERTY COUNTY, TEXAS

On September 24, 1997, Fortune entered into an agreement to drill a well
on the Southwest Segno Prospect in Liberty County, Texas. Fortune paid $36,000
to acquire an undivided 30% before-payout working interest in this prospect. A
well was drilled in early 1998 at a cost of approximately $166,000 to Fortune.
Testing disclosed that the well was not economic to complete and it was plugged
and abandoned.

SAN JUAN BASIN, RIO ARRIBA COUNTY, NEW MEXICO

On June 24, 1994, Fortune acquired a 25% interest in EnRe-1, LLC, a newly
formed Texas limited liability company, which owned three Jicarilla Apache
Minerals Development Agreements in Rio Arriba County, New Mexico. The
development agreement covered 60,000 producing, development and exploratory
acres and associated tangible property. The acquisition also included an
approximate 22% working interest in 10,000 exploratory acres. These interests
were acquired for $1.7 million. Since that date, Fortune has expended
approximately $1.5 million for its share of the cost of drilling wells in the
San Juan Basin. In 1996, one of the development agreements comprising
approximately 20,000 acres terminated, and the acreage reverted to the lessors.
In 1997, approximately 14,000 additional acres also reverted to the lessors
pursuant to the terms of the development agreements. On August 26, 1998 Fortune
sold its entire interest in these properties and in EnRe-1, LLC to the operator
in exchange for the operator assuming all existing liabilities of the operation.

Of the seven wells drilled on these properties during 1994 and 1995, two
were completed as producing wells. Fortune did not drill any additional wells.
Production revenues from the properties had not exceeded the total cost to
acquire and drill wells on the properties. Fortune's reserve engineers did not
assign any proved reserves to the San Juan Basin properties because of the
limited data available from which to evaluate the properties. Given the tight
sands and the production history, the engineers did not believe that future
production would be economic. At June 30, 1997, Fortune transferred all of its
remaining $1.3 million of unevaluated costs attributable to these properties to
the evaluated property account.

BELLE PEPPER AND BELLE JEFFERS FIELDS, WEBB COUNTY, TEXAS

On October 5, 1993, Fortune acquired certain producing and non-producing
properties from Michael Petroleum Corporation, Brazos Resources, Inc., Pioneer
Drilling Company and Endowment Energy Partners. The properties included working
interests in the Belle Pepper and Belle Jeffers Fields. Fortune acquired
interests in approximately 2,300 acres of mineral leases, including 10 producing
gas wells. The Lobo sand in this area has very low permeability, under one
millidarce, which has qualified all the acquired production as a "tight" gas
sand. As a tight gas sand, the production from the nine wells drilled before
January 1, 1993 is exempt from Texas state severance tax. Fortune participated
in the drilling of a 10,000 foot exploratory test well to the Lobo sand in 1994
which was determined to be non-commercial. Fortune had a 25% working interest in
this well; dry hole costs to Fortune were $115,000. Fortune has a 20% interest
in a proved undeveloped in-fill location within the Belle Pepper Field.

Fortune paid an adjusted price of $6.5 million in cash and 195,000
three-year common stock purchase warrants which were either exercised or expired
in 1996. Aggregate production from this property has not yet returned Fortune's
investment in this area.

AWP FIELD, MCMULLEN COUNTY, TEXAS

In 1992, Fortune acquired a 10% working interest in the AWP Field as part
of a package of California and Texas properties for a purchase price of 243,153
shares of common stock and the assumption of a $2,000,000 note. Fortune has
since sold the California properties and paid off the $2,000,000 note. The Texas
property includes approximately 3,500 acres of oil and gas leases and nine
proved undeveloped locations remaining to be drilled on either 40 or 80 acre
spacing. Fortune's estimated share of the drilling and completion costs for each
of these wells is $48,000. In February 1996, developmental drilling resumed with
the Bracken Ranch #47 well which was successfully completed as a producer. The
Bracken Ranch #48 well was completed as a producer in January 1997. Production
to date has not returned Fortune's investment.

DIVESTITURE OF CALIFORNIA PROPERTIES

At December 31, 1995, Fortune owned and operated 39 gross and 29.92 net
wells in California. Production in California during 1995 totaled approximately
57,160 net Bbls of oil and 66,292 net Mcf of gas. This represented about 62% of
Fortune's 1995 oil production and about 7% of its gas production.

Despite the high percentage of Fortune's oil production represented by
these properties, the costs of operating the wells in California was, in our
view, disproportionately high in relation to the revenues generated. The high
cost of production in California was a result of several factors, including the
low gravity of the oil, the small production from each well and environmental
and worker's compensation costs.

On February 23, 1996, Fortune closed the sale of its interest in all but
one of its California properties for cash in the amount of $840,000. The
properties sold consisted of Fortune's interest in the Hopper Canyon, Holser
Canyon, Oxnard and Sheils Canyon Fields in Ventura County and the Bacon Hills
Field in Kern County. The sale was effective December 31, 1995. Fortune paid
sales commissions and expenses of approximately $75,000. In April 1996, Fortune
closed the sale of its remaining California property, the Sespe Field, Ventura
County, California, to Seneca Resources for approximately $300,000 net of
closing adjustments. Fortune recorded a loss on sale of $3.6 million in 1995 as
a result of these divestitures.

All of Fortune's California properties were pledged to secure Fortune's
bank debt. Upon closing the sale of the non-Sespe properties, Fortune reduced
its bank debt by $1.1 million, representing the entire indebtedness secured by
Fortune's California properties. The closing of the sales of these properties
and the relocation of Fortune's headquarters to Houston completed Fortune's
strategic move to focus its efforts on exploration in the Gulf Coast.

Prior to 1994, Fortune made various other acquisitions, primarily of
producing properties located in California, which have since been sold.

DRILLING ACTIVITIES

The following table sets forth information regarding wells drilled by
Fortune in the years ended December 31, 1998, 1997 and 1996:

WELL DRILLING ACTIVITY

Year Ended December 31,
----------------------------------------
1998 1997 1996
------------ ------------ ------------
Gross Net Gross Net Gross Net
----- ----- ----- ----- ----- -----

Exploratory Wells
Productive 8 1.14 - - 1 .11
Dry 11 1.83 1 .13 3 1.21
----- ----- ----- ----- ----- -----
19 2.97 1 .13 4 1.32
===== ===== ===== ===== ===== =====

Development Wells
Productive - - 1 .13 2 .20
Dry - - - - - -
----- ----- ----- ----- ----- -----
- - 1 .13 2 .20
===== ===== ===== ===== ===== =====

OIL AND GAS RESERVES

Fortune's reserves are located onshore and offshore Texas and Louisiana.
Proved reserves represent estimated quantities of oil and gas which geological
and engineering data demonstrate to be reasonably certain to be recoverable in
the future from known reservoirs under existing economic and operating
conditions. Proved developed oil and gas reserves are proved reserves that can
be expected to be recovered through existing wells using existing equipment and
operating methods.

The oil and gas reserve estimates at December 31, 1998, 1997 and 1996 were
determined by Huddleston & Co., Inc., Houston, Texas, independent petroleum
engineers. Such estimates are subject to numerous uncertainties inherent in the
estimation of proved reserves and in the projection of future production, costs
and prices. The accuracy of any reserve estimate is a function of available data
and of engineering and geological interpretation and judgment. Estimates of the
economically recoverable oil and gas reserves and classifications of such
reserves based on risk of recovery by different engineers or by the same
engineers at different times, may vary substantially. The "Standardized Measure
of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves,"
determined from such reserve data, are estimates only. They should not be
construed to be the current market values of Fortune's oil and gas reserves or
the costs that would be incurred to obtain equivalent reserves. While these
reserve estimates are believed to be reasonable, they should be viewed with the
understanding that future production, development drilling and changes in
pricing will affect the reserve estimate.

The following sets forth estimated proved oil and gas reserves as
determined by Fortune's independent petroleum engineers attributable to
Fortune's interests in oil and gas properties as of December 31, 1998, 1997 and
1996. At December 31, 1997, these figures included 152,000 barrels of oil and
204,000 mcf of gas attributable to Fortune's interest at East Bayou Sorrel.
Fortune sold its entire interest in East Bayou Sorrel effective March 31, 1998.
See note 3 to the December 31, 1998 financial statements.

These estimates are based in part on the price at which the product was
sold as of the end of each year. If the cost of producing the oil and gas
exceeds the sales price, the quantity of "recoverable reserves" is reduced. The
decrease in proved reserves in 1998 versus 1997 was primarily attributable to
the sale of Fortune's interest in East Bayou Sorrel in March 1998, and natural
depletion, partially offset by the exploration discoveries at Espiritu Santo Bay
and LaRosa. The slight decrease in equivalent proved reserves in 1997 versus
1996 was primarily attributable to natural depletion, which was almost offset by
reserve extensions and discoveries.

ESTIMATED NET RESERVE QUANTITIES

December 31,
--------------------------------
1998 1997 1996
--------- --------- ---------

Total Proved Reserves:
Oil (Bbls)..................... 106,000 257,000 249,000
Gas (Mcf)...................... 3,082,000 3,217,000 3,481,000
Equivalent Mcf
MCFE (oil at 6 MCFE to 1 Bbl)..... 3,718,000 4,759,000 4,975,000

Total Proved Developed Reserves:
Oil (Bbls)..................... 47,000 198,000 160,000
Gas (Mcf)...................... 1,413,000 1,548,000 1,749,000
Equivalent Mcf
(MCFE (oil at 6 MCFE to 1 Bbl)... 1,695,000 2,736,000 2,709,000

DISCOUNTED PRESENT VALUE OF FUTURE NET REVENUES

The following table represents the estimated undiscounted and discounted
future net revenues using unescalated prices from the proved reserves at
December 31, 1998, 1997 and 1996.

FUTURE NET REVENUES

December 31,
----------------------------------------
1998 1997 1996
------------ ------------ ------------

Estimated Future Net Revenue
Undiscounted...................... $ 4,985,000 $ 8,410,000 $ 14,112,000
------------ ------------ ------------
Standardized Measure of Discounted
Future Net Cash Flows............. $ 3,527,000 $ 6,503,000 $ 10,820,000
------------ ------------ ------------

A significant factor in the decline in reserve values since 1996 is the
decline in prices used in each year end evaluation. The year end prices used
are:

Year end
---------------------------
1998 1997 1996
------- -------- --------

Oil - $/Bbl....................... $ 9.85 $ 16.90 $ 22.79
Gas - $/Mcf....................... $ 2.25 $ 2.60 $ 4.04

Other factors in the decline from 1997 to 1998 include -

o The sale of 140,000 Bbls and 186 Mmcf at East Bayou Sorrel in
March 1998

o Natural depletion

o Offset partially by exploration discoveries at Espiritu Santo
Bay and LaRosa

PRODUCTION

Fortune's net production for the years ended December 31, 1998, 1997 and
1996 is set forth below:

NET PRODUCTION DATA

December 31,
-------------------------------
1998 1997 1996
--------- --------- ---------

Oil (Bbls)........................ 42,000 87,000 57,000
Gas (Mcf)......................... 609,000 821,000 1,038,000

PRICES AND PRODUCTION COSTS

The following table sets forth Fortune's approximate average sales prices
and production (lifting) costs for the years ended December 31, 1998, 1997 and
1996:

AVERAGE SALES PRICES AND PRODUCTION COSTS

December 31,
----------------------------
1998 1997 1996
-------- -------- --------

Average Sales Price Received:
Oil (per Bbl)............................ $ 13.08 $ 19.04 $ 20.24
Gas (per Mcf)............................ 2.19 2.66 2.56
Average Production and Operating Cost
per MCFE (including production taxes).. 0.69 0.81 0.85

PRODUCING WELLS

The following table lists Fortune's total gross and net producing oil and
gas wells at December 31, 1998:

PRODUCING WELLS

Gross Net
------------- -------------
Oil Gas Oil Gas
----- ----- ----- -----

Texas.............................. 47 44 6.73 11.41
Federal waters - Gulf of Mexico.... - 1 - .13
----- ----- ----- -----
Total........................... 47 45 6.73 11.54
===== ===== ===== =====

PRINCIPAL CUSTOMERS

Fortune routinely sells more than 10% of its oil and gas production to
single customers. Often, all of the oil or gas production from a field for the
entire year is sold to a single customer. However, there are a large number of
customers that purchase both oil and gas in Fortune's area of operations.
Accordingly, we do not believe that the loss of any of our customers would have
a material adverse effect on our operations.

PROPERTIES

LEASEHOLD ACREAGE

Fortune's approximate holdings of developed and undeveloped leasehold
acreage as of December 31, 1998 were as follows:

LEASEHOLD ACREAGE

Developed Undeveloped
-------------- --------------
Gross Net Gross Net
------ ------ ------ ------

Louisiana............................. - - 4,081 992
Federal waters - Gulf of Mexico....... 500 63 20,945 7,824
Texas................................. 12,550 1,837 20,835 3,536
Mississippi........................... - - 1,600 304
Oklahoma.............................. - - 80 5
------ ------ ------ ------
Total............................... 13,050 1,900 47,541 12,661
====== ====== ====== ======

TITLE TO PROPERTIES

Updated title opinions were issued for many of Fortune's properties in
1997 in conjunction with refinancing Fortune's bank credit facility. Fortune
believes it holds valid title on all its properties, free and clear of any liens
or encumbrances except for encumbrances described herein. Title opinions are
obtained on newly acquired properties as of the date of the closing. As is
customary in the oil and gas industry, Fortune performs only a perfunctory title
examination at the time exploratory oil and gas properties are acquired. Prior
to drilling wells, a thorough title examination of the drillsite and any
pass-through parcels is conducted and any significant defects are remedied
before proceeding with operations. All of Fortune's producing leasehold
interests have been pledged to secure Fortune's bank credit facility. Transfers
of many of Fortune's properties are subject to various restrictions.

OFFICE FACILITIES

Fortune relocated its headquarters to Houston, Texas in February 1996.
Prior to that, Fortune leased office space in Agoura Hills, California. On
February 13, 1996, Fortune entered into an agreement with Animation Magazine to
sublease the Agoura Hills office space, under terms and conditions identical to
those contained in Fortune's lease with its landlord, for the balance of the
term of Fortune's lease. The lease in Agoura Hills, California expired in
January 1999. At its present location Fortune occupies approximately 5,400
square feet of office space under a lease agreement with a term of 5 years. See
note 8 to the December 31, 1998 financial statements.

COMPETITION

The principal resources necessary to conduct oil and gas exploration and
production activities are:

o leasehold prospects under which oil and gas reserves may be
discovered

o drilling and other service contractors to evaluate and explore
for such reserves

o knowledgeable personnel to conduct all phases of oil and gas
operations.

Fortune must compete for such resources with both major companies and
independent oil and gas operators. Although demand for these resources is
currently not as great as in the recent past, many of Fortune's competitors are
better equipped to acquire them. Accordingly Fortune may not be able to acquire
any portion of these resources in a timely and economical manner.

EMPLOYEES

As of July 31, 1999 Fortune employed six persons, all in management and
administration. In addition, Fortune engages outside consultants in certain
technical aspects of Fortune's business. Fortune utilizes these consultants to
aid in the evaluation of projects and to evaluate oil and gas assets for
acquisitions.

GOVERNMENTAL REGULATION

Environmental laws and regulations are having an increasing impact on
Fortune's operations. Drilling and production activities are subject to
regulations under federal and state pollution control and environmental laws and
regulations. It is impossible to predict the effect that additional
environmental requirements may have on future earnings and operations, but it
will continue to be necessary to incur costs in complying with these laws and
regulations.

Fortune is not currently a party to any judicial or administrative
proceedings which involve environmental regulations or requirements and believes
that it is in substantial compliance with all applicable environmental
regulations. Fortune believes that it is reasonably likely that the trend in
environmental legislation and regulations will continue toward stricter
standards. Fortune is unaware of future environmental standards that are
reasonably likely to be adopted that will have a material effect on Fortune's
financial position or results of operations, but cannot rule out the
possibility.

Fortune has never had a material environmental problem, but if one of its
properties is found to be contaminated, Fortune could be required to participate
in a "clean up" program. Such a clean up, depending on its magnitude and
Fortune's ownership interest therein, could require undetermined amounts of
capital and exceed Fortune's ability to pay. Fortune has obtained insurance
against certain environmental hazards providing $11,000,000 of coverage with a
$5,000 deductible.

Fortune's operating activities must comply with spacing and other
conservation rules of various state commissions, the United States Geological
Survey or the Bureau of Land Management. State conservation laws regulate the
rates of production from oil and gas wells for the purpose of ensuring maximum
production of the resource. Such regulations may require Fortune to produce
certain wells at less than their maximum flow rate.

State law also governs unitization proceedings, which apportion production
among property owners and producers where numerous wells may be producing from a
single reservoir. Unitization rulings may allocate production in a particular
reservoir in a manner that decreases Fortune's share of production.

Other regulations prevent Fortune from freely conducting operations at
certain times during the year, such as those which protect the whooping crane
habitat which occupies a portion of Fortune's Espiritu Santo Bay prospect. There
is no assurance that laws and regulations enacted in the future will not
adversely affect Fortune's oil and gas activities. From time to time, proposals
are introduced in Congress or by the Administration that could affect Fortune's
oil and gas operations.

LEGAL PROCEEDINGS

On March 26, 1996, Fortune was served with a lawsuit which had been filed
in the Federal District Court in Delaware by one of the purchasers of Fortune
common stock in an offering in December 1995 under Regulation S of the
Securities Act. Under the terms of the subscription agreement pursuant to which
the plaintiff acquired his shares, he was entitled to receive additional shares
of Fortune stock if the market price fell below a stated level during a
specified period following the 40-day holding period prescribed by Regulation S.
Fortune contested this action, believing that the plaintiff either participated
in a scheme to unlawfully manipulate the market price of the common stock or
benefited from such manipulation by others. On February 3, 1997, the plaintiff
voluntarily dismissed the complaint without prejudice, and the court ordered the
return to Fortune of shares of common stock that had been voluntarily placed in
escrow by Fortune. Management does not anticipate that the action will be
refiled.

On April 16, 1996, Fortune was advised that two other buyers in the same
offering had filed similar suits in Federal District Court in New York. Fortune
responded to the suits, admitting that the stock price declined but alleged that
suspicious trading activity in Fortune stock occurred immediately prior to and
during the time period in which the additional-share allocation was computed.
Fortune believes that it has discovered evidence of active market manipulation
in its common stock by these plaintiffs; accordingly, it has commenced a
countersuit for damages suffered by Fortune and its shareholders as a result of
these acts and has also added certain third-party defendants whose actions,
Fortune believes, furthered this market manipulation. Fortune intends to
continue to vigorously defend plaintiffs' actions and prosecute its own
counterclaims. Discovery is proceeding following a court-ordered stay.

ADDITIONAL INFORMATION

Fortune is subject to the informational requirements of the Exchange Act
and, in accordance therewith, files reports and other information with the
Commission. Reports, proxy and information statements filed by Fortune with the
Commission pursuant to the informational requirements of the Exchange Act may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza Building, 450 Fifth Street, N.W.
Washington, D.C. 20549, and the Regional offices of the Commission: Seven World
Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500 W.
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may
be obtained at prescribed rates from the Public Reference Section of the
Commission at Room 1025, Judiciary Plaza Building, 450 Fifth St., N.W.,
Washington, D.C. 20549. Information on the operation of the Public Reference
Room may be obtained by calling 800-SEC-0330. In addition, reports and other
information concerning Fortune can be inspected at the offices of the American
Stock Exchange, Inc., 86 Trinity Place, New York, New York 10006-1881, on which
the common stock will be listed until at least March 1, 1999. The SEC maintains
an Internet site which contains reports, proxy and information statements, and
other information regarding issuers which file electronically with the SEC, as
does Fortune. The address of that site is HTTP://WWW.SEC.GOV. Fortune does not
currently have an Internet address.

All documents filed by Fortune with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
prospectus and prior to the termination of the offering of the notes and the
underlying shares shall be deemed to be incorporated by reference in this
prospectus and to be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.

Fortune will provide without charge to each person to whom this prospectus
is delivered, upon oral or written request, a copy of any or all of the
documents incorporated by reference (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such
documents). Written or telephone requests should be directed to Fortune Natural
Resources Corporation, 515 West Greens Road, Suite 720, Houston, Texas 77067,
attention of the Corporate Secretary, telephone (281) 872-1170.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of Fortune are:

Director
Executive Officer Age Since Title
-------------------------- --- ------ -----------------------------

Tyrone J. Fairbanks.......... 42 1991 President, Chief Executive Officer,
and Director
Dean W. Drulias.............. 52 1990 Executive Vice President, General Counsel,
Corporate Secretary and Director
J. Michael Urban............. 45 -- Vice President, Chief Financial Officer
and Assistant Secretary
Graham S. Folsom............. 41 1992 Director
Barry Feiner................. 65 1995 Director
Gary Gelman.................. 33 1995 Director
Daniel R. Shaughnessy........ 49 1997 Director

Tyrone J. Fairbanks serves as President and Chief Executive Officer of
Fortune. Mr. Fairbanks served as Vice President and Chief Financial Officer of
Fortune from January 1991 to June 1994. Prior to joining Fortune, Mr. Fairbanks
served as President, Chief Executive Officer and Director of Fairbanks & Haas,
Inc. from January 1990 to January 1991. Fairbanks & Haas, Inc. was an oil and
gas exploration, production, acquisition and operations company located in
Ventura, California. Mr. Fairbanks co-founded Fairbanks & Haas, Inc. and served
in the capacity of Director and Executive Vice President from February 1987 to
January 1990.

Dean W. Drulias was hired effective October 16, 1996 as Executive Vice
President and General Counsel. Prior to his employment by Fortune, Mr. Drulias
was a stockholder of and a practicing attorney at the law firm of Burris,
Drulias & Gartenberg, a Professional Corporation, Los Angeles, California, which
served as counsel to Fortune since its incorporation in May 1987. He had
practiced law in the Los Angeles area since 1977, specializing in the areas of
energy, environmental and real property law. Mr. Drulias is a member of the
State Bars of California and Texas and serves on the Compensation Committee of
the board.

J. Michael Urban was hired effective March 11, 1996 as Fortune's Vice
President and Chief Financial Officer. Mr. Urban previously served as
Vice-President, Finance with Norcen Explorer, Inc., a Houston based oil and gas
company with operations primarily in the Gulf of Mexico. Norcen was a wholly
owned subsidiary of Norcen Energy Resources Limited, a Canadian public company.
Mr. Urban had been with Norcen since March 1986. Mr. Urban is also a director of
Community Bank, a private commercial bank located in the Houston area. Mr. Urban
received his B.B.A. in Accounting from the University of Texas in 1976 and has
been a Certified Public Accountant in the State of Texas since 1978.

Graham S. Folsom has served as the Chief Financial Officer of Klein
Ventures, Inc. since April 1987. Klein Ventures, Inc. is a diversified
investment company. Mr. Folsom has been active in the oil investments of such
company and its affiliates since 1987. Mr. Folsom has been licensed as a
Certified Public Accountant in the State of California since 1982 and is
responsible for all of the accounting and financial affairs of Klein Ventures
and its affiliates. Mr. Folsom is chairman of the board's Audit Committee.

Barry Feiner graduated from Columbia Law School and is a member of the Bar
of the State of New York. He has practiced law in the State of New York since
1965. His practice concentrates on the areas of corporate and securities law.
Prior to beginning private practice, Mr. Feiner served on the staff of the
Securities and Exchange Commission. Mr. Feiner also serves on the board of
directors of Alfin, Inc., a company whose stock is listed on the American Stock
Exchange. He is chairman of the board's Compensation Committee.

Gary Gelman has served as president of GAR-COR Holding Corporation, a real
estate management and brokerage firm, since 1989. Mr. Gelman is a principal of
and serves as a loan consultant for National Bank of New York City and is a
member of the Audit Committee.

Daniel R. Shaughnessy is a geologist and geophysicist. He is the founder
and president of Interpretation3, a company that specializes in interpretation
of 2D and 3D seismic data. His firm provides consultation services to Fortune.
Prior to organizing Interpretation3, Mr. Shaughnessy served as a consultant with
Interactive Exploration Solutions, Inc. for approximately one year. For most of
the period from 1980 through 1993, he worked for Mobil Oil, most recently as
Exploration Supervisor in Louisiana. See "Business and Properties - Strategy."
Mr. Shaughnessy is a member of the Audit Committee.

EXECUTIVE COMPENSATION

The following table lists the total compensation paid by Fortune, during
the period indicated, to its chief executive officer and up to four other
executive officers whose combined 1998 salary and bonus exceeded $100,000:

SUMMARY COMPENSATION TABLE
Long Term Compensation
---------------------------------------
Annual Compensation Awards Payouts
--------------------------- ------------------------- --------
Restricted Securities
Stock Underlying LTIP All Other
Name and Principal Salary Bonus Other Awards Options/Warrants Payouts Compensation
Position Year ($) ($) ($) ($) (No.) ($) ($)
- -------------------------- ---- -------- -------- -------- -------- -------------- -------- ----------

Tyrone J. Fairbanks....... 1998 164,667 17,500 20,885 - 100,000 - 5,000
President and CEO 1997 155,833 17,500 35,309 - 120,000 - 4,748
1996 150,000 - 20,934 - 80,000 - 3,000

Dean W. Drulias........... 1998 125,000 - - - 150,000 - 5,000
Executive Vice President 1997 125,000 3,000 - - 75,000 - 4,750
1996 26,291 250 - - 56,000 - 1,643

J. Michael Urban.......... 1998 120,000 - - - 150,000 - 5,000
Chief Financial Officer 1997 120,000 5,000 - - 100,000 - 4,750
1996 97,308 - - - 55,000 - 4,750

(1) "Other" annual compensation includes automobile expenses and loan
forgiveness, but are shown only if such amounts exceed 10% of the total annual
salary and bonus.

The following table lists the outstanding options and warrants held on
December 31, 1998 by Fortune's executive officers under our stock option plans:

AGGREGATE OPTIONS EXERCISES IN 1998 AND YEAR END OPTION VALUES

Number of Value of Unexercised
Unexercised Options/ in the Money Options
Warrants at FY-End at FY-End
Shares Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized ($) Unexercisable Unexercisable
---------------------- ----------- ------------------ -------------- ----------------

Tyrone J. Fairbanks - - 506,999 / 0 -
Dean W. Drulias1,200 1,200 - 299,800 / 0 -
J. Michael Urban- - - 305,000 / 0 -

EMPLOYMENT AGREEMENTS

Fortune has an employment agreement with Tyrone J. Fairbanks, its
President and Chief Executive Officer. The agreement provides that if employment
is terminated for any reason other than cause, death or disability within two
years following a change in control, Mr. Fairbanks is entitled to receive a
single payment equal to two year's compensation and all shares of common stock
subject to stock options then held by him without payment of the exercise price
therefor. For purposes of the employment agreement, change in control means a
change in more than one-third of the board of directors following certain
special events. Mr. Fairbanks' agreement also provides for two years of
consulting services upon the completion of the primary term of his contract at
40% of the last compensation thereunder. Mr. Fairbanks' employment agreement
provides for an annual salary of $176,000 and additional compensation, in an
amount not to exceed his annual salary, based upon certain increases in the
value of Fortune's common stock. Mr. Fairbanks' employment contract expires the
later of May 31, 2000, or six months following notice of non-renewal. As part of
the relocation of Fortune's headquarters to Houston, Texas, Fortune provided Mr.
Fairbanks with an incentive relocation package to facilitate his move and with
various loans and other benefits. See "Certain Relationships and Related
Transactions."

STOCK OPTIONS

Fortune has two stock option plans that cover its directors, officers and
employees. Awards are made by the board of directors upon recommendations of its
compensation committee. There is no performance formula or measure. Options
granted under each of these plans must be exercised within five years of the
date of grant or they are forfeited.

On January 12, 1995 Fortune reduced the exercise price of all options
granted in 1991, 1993, 1994 and 1995 that were held by employees and directors
on that date. The repricing included options held by one executive officer as
follows:

TEN-YEAR OPTION REPRICINGS

Length of
Securities original
underlying Market price option term
number of of stock at Exercise New remaining
options time of price at time exercise at date of
Name and Position Date repriced repricing of repricing price repricing
- ---------------------- ------- ---------- ------------ ------------ -------- -----------

President and CEO -
Tyrone J. Fairbanks 1/12/95 10,000 $1.75 $6.00 $2.75 2.1 years
Tyrone J. Fairbanks 1/12/95 22,500 $1.75 $5.00 $2.75 4.1 years
Tyrone J. Fairbanks 1/12/95 78,900 $1.75 $5.48 $2.75 4.1 years
Tyrone J. Fairbanks 1/12/95 105,599 $1.75 $6.03 $2.75 5.0 years

During the ten year period ended December 31, 1998, no other options held
by executive officers were repriced or amended.

The following table shows the grants of stock options during 1998 to each
of the executives named in the Summary Compensation Table.

OPTION GRANTS IN 1998

Individual Grants
-------------------------------------------------------- Potential Realizable Value At
Number of % of Total Assumed Annual Rates of
Securities Options Stock Price Appreciation
Underlying Granted to Exercise or For Option Term
Options Employee in Base Price Expiration -------------------
Name Granted Fiscal Year ($/Share) Date 5% 10%
- ------------------- ---------- ------------ ----------- ------------- -------- --------

Tyrone J. Fairbanks 100,000 17.9% 1.56 March 4, 2003 $ 43,000 $ 95,000
Dean W. Drulias 150,000 26.8% 1.56 March 4, 2003 $ 65,000 $143,000
J. Michael Urban 150,000 26.8% 1.56 March 4, 2003 $ 65,000 $143,000

On March 25, 1999, Messrs. Fairbanks, Drulias, and Urban were each granted
120,000 options to purchase common stock. The exercise price of these options is
$1.56.

In the event of a change in control of Fortune which is not approved by
its board of directors, the shares of common stock subject to options granted to
all option holders under Fortune's stock option plans will be issued to them
without further action on their part upon payment of the par value of such
shares.

RETIREMENT PLAN

During 1996, Fortune adopted the Fortune Natural Resources Corporation
401(k) Profit Sharing Plan for its eligible employees. Under the plan, eligible
employees are permitted to make salary deferrals of up to 15% of their annual
compensation, subject to Internal Revenue Service (IRS) limitations. Salary
deferrals will be matched 50% by Fortune, subject to IRS limitations, and are
100% vested after two years of service with Fortune. Salary deferrals are 100%
vested at all times. Fortune does not make profit sharing contributions to the
plan. Messrs. Drulias and Urban are the trustees of the plan.

For the 1998 plan year, Fortune's matching contribution obligation was
$24,000, all of which will be paid in shares of common stock. The amounts
contributed to the plan as matching contributions for Fortune's executives are
shown in the Summary Compensation Table set forth above.

DIRECTOR COMPENSATION

Outside directors earn fees of $2,500 per quarter, paid in common stock
valued as of the last trading day of each quarter. Inside directors do not
receive any compensation for serving as directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 14, 1997, Fortune commenced a private placement of up to $4.5
million of 12% Convertible Subordinated Notes due December 31, 2007. The private
placement was completed on December 1, 1997. An aggregate of $3,225,000
principal amount of notes was sold, and Fortune received $2,815,000 of net
proceeds after offering expenses and commissions. The notes were sold under an
agreement with J. Robbins Securities, L.L.C. who served as placement agent. The
placement agent received a ten percent sales commission, a three percent
non-accountable expense allowance, and warrants to purchase 89,583 shares of
common stock. The warrants are exercisable over a five-year period at $3.60 per
warrant. Barry W. Blank, a beneficial owner of more than five percent of
Fortune's common stock, was a managing director for the placement agent at the
time of the offering and marketed substantially the entire private placement. As
such, Mr. Blank earned approximately 50% of the fees and commissions paid to the
placement agent for the notes sold by him and 20% of the warrants issued to the
placement agent. A trust established by and, under certain circumstances, for
the benefit of Mr. Blank acquired $500,000 of the notes. Mr. Blank's mother also
acquired $50,000 of notes. Mr. Blank

disclaims beneficial ownership of the notes purchased by his mother. Barry
Feiner, a director of Fortune, acted as outside counsel for the placement agent
in the private placement and earned $32,250 in legal fees from the placement
agent. Mr. Feiner's wife acquired $50,000 in notes for which Mr. Feiner
disclaims beneficial ownership. Mr. Feiner recused himself from voting on all
board of director matters associated with the private placement.

As part of the relocation of Fortune's headquarters to Houston, Texas,
Fortune provided Tyrone J. Fairbanks, its President and Chief Executive Officer,
with an incentive relocation package to facilitate his move to Texas. The
package consisted of a payment by Fortune of Mr. Fairbanks' moving expenses, a
non-recourse, unsecured loan in the amount of $80,000 and a secured recourse
loan in the amount of $70,000. The $80,000 loan bore interest at the rate of 6%
per annum, with $20,000 of such loan forgiven in each of four consecutive years
beginning in 1996 contingent on Mr. Fairbank's continued employment by Fortune.
As of January 31, 1999, the entire amount of this loan had been forgiven. The
$70,000 loan also bears interest at the rate of 6% per annum, payable interest
only for two years with $35,000 principal payments due on the second and third
anniversaries of the loan. Mr. Fairbanks has repaid all but $2,000 of the
$70,000 loan, which is due in full by December 31, 1999.

During 1996, the law firm of which Dean W. Drulias was formerly a
shareholder billed Fortune a total of $152,000 for legal fees and costs. See
"Management - Directors and Executive Officers."

During 1998, 1997 and 1996, Fortune incurred $421,000, $182,000 and
$45,000, respectively, for consulting services provided by Interpretation3, of
which Daniel R. Shaughnessy is the owner and president. Mr. Shaughnessy was
elected to Fortune's board of directors in January 1997. See "Management -
Directors and Executive
Officers."

Petro-Guard Company, Inc., the operator at Espiritu Santo Bay, is owned by
Dewey A. Stringer III. Mr. Stringer was a director of Fortune from April 1998 to
June 1999. As the operator of Espiritu Santo Bay, Petro-Guard bills Fortune and
the other Espiritu Santo Bay partners their share of the monthly expenditures on
the project. As such, Petro-Guard billed Fortune $1,042,000 of Espiritu Santo
Bay exploration expenditures in 1998.

All of the foregoing transactions were, and any future transactions with
related parties will be, on terms no less favorable to Fortune than those which
could be obtained from unaffiliated third parties. In addition, no transaction
will be entered into between Fortune and its management or principal
stockholders unless they are approved by a majority of the directors who are not
members of management or principal stockholders.

LIMITED LIABILITY OF DIRECTORS

In accordance with the Delaware General Corporation Law, Fortune has
included a provision in its Certificate of Incorporation to limit the personal
liability of its directors for violations of their fiduciary duties. The
provision eliminates such directors' liability to Fortune or its stockholders
for monetary damages, except for any breach of the directors' duty of loyalty to
Fortune or its stockholders, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, for unlawful
payment of dividends or unlawful stock purchases or redemptions, or for any
transaction from which any director derived an improper personal benefit.

This provision protects Fortune's directors against personal liability for
monetary damages arising from breaches of their duty of care. Directors remain
liable for breaches of their duty of loyalty to Fortune and its stockholders and
for the specific matters set forth above, as well as for violations of the
federal securities laws. The provision has no effect on the availability of
equitable remedies such as injunction or rescission. Additionally, these
provisions do not protect a director from activities undertaken in any capacity
other than that of director.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Fortune's bylaws provide for indemnification of its officers and directors
to the fullest extent permitted by the Delaware General Corporation Law in
effect at the time of a claim for indemnification. Such indemnification applies
to any threatened, pending or contemplated suit or proceeding arising by reason
of such person acting as an officer or director of Fortune or its affiliates.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling Fortune
pursuant to the foregoing provisions, Fortune has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

PRINCIPAL STOCKHOLDERS

The following table contains information at July 31, 1999, as to all
persons who, to our knowledge, were the beneficial owners of five percent or
more of the outstanding shares of Fortune's common stock, and of all officers
and directors.

Position Amount and Nature Percent
Name and Address with Fortune of Beneficial Ownership of Class
- ------------------------- ------------------ ----------------------- --------

Barry Blank
5353 N. 16th Street
Phoenix, AZ 85016 - 2,641,338 18.0%

John E. McConnaughy, Jr.
1011 Highridge Road
Stanford, CT 06905 - 1,366,667 10.0%

Renaissance Capital Growth
8080 N. Central Expressway, #210
Dallas, TX 75206 - 1,061,728 8.0%

Renaissance US Growth and Income
8080 N. Central Expressway, #210
Dallas, TX 75206 - 1,061,728 8.0%

Tyrone J. Fairbanks
515 W. Greens Road, #720 Director, President
Houston, TX 77067 and CEO 557,946 4.4%

Dean W. Drulias Director, Executive
515 W. Greens Road, #720 Vice President,
Houston, TX 77067 General Counsel and
Corporate Secretary 457,466 3.6%

J. Michael Urban
515 W. Greens Road, #720
Houston, TX 77067 Vice President and CFO 447,526 3.5%

Barry Feiner
515 W. Greens Road, #720
Houston, TX 77067 Director 316,459 2.5%

Graham S. Folsom
515 W. Greens Road, #720
Houston, TX 77067 Director 213,926 1.7%

Gary Gelman
515 W. Greens Road, #720
Houston, TX 77067 Director 183,583 1.5%

Daniel R. Shaughnessy
515 W. Greens Road, #720
Houston, TX 77067 Director 129,500 1.1%

All Officers and Directors
as a group of seven (7) persons 2,122,823 10.0%

ADDITIONAL INFORMATION REGARDING THESE HOLDINGS FOLLOWS:

o Mr. Blank's holding

In addition to the 666,667 shares into which Mr. Blank's notes are
convertible, his holdings include 204,300 shares of common stock and the
following warrants:

Number of Warrant Common Stock
Warrants Exercise Price Equivalent
--------- -------------- ------------
666,667 $1.00 666,667
200,000 $2.40 200,000
17,917 $3.60 17,917
616,200 $3.75 885,787

See "Certain Relationships and Related Transactions" regarding Mr. Blank's
acquisition of certain of the warrants.

o MR. MCCONNAUGHY'S HOLDING

In addition to the 666,667 shares into which Mr. McConnaughy's notes are
convertible, his holdings include warrants to purchase 666,667 shares of common
stock exercisable at $1.00 each and 33,333 warrants to purchase common stock
exercisable at $4.75 each.

o RENAISSANCE US GROWTH AND RENAISSANCE CAPITAL GROWTH

Renaissance US Growth and Renaissance Capital growth are each holders of
$350,000 of 12% notes due December 31, 2007 which are convertible at
approximately $0.33.

o OFFICER AND DIRECTOR HOLDINGS

The table includes the following shares of common stock issuable upon the
exercise of stock options granted under Fortune's various stock option plans and
shares of common stock issuable upon the exercise of stock purchase warrants
issued to employees in lieu of stock options:

Common Stock Average Weighted
Issuable Exercise Price
------------ ----------------
Tyrone J. Fairbanks 525,599 $2.37
J. Michael Urban 425,000 2.06
Dean W. Drulias 419,800 2.07
Graham S. Folsom 174,150 2.38
Gary Gelman 147,750 2.32
Barry Feiner 147,750 2.32
Daniel R. Shaughnessy 83,500 1.73

Mr. Folsom's holdings also include 7,187 shares issuable upon exercise of
5,000 stock purchase warrants exercisable at $3.75 per warrant.

Mr. Feiner's holdings also include 1,868 shares of common stock, 14,375
shares issuable upon exercise of 10,000 stock purchase warrants exercisable at
$3.75 per warrant, 66,667 shares issuable upon exercise of a like number of
stock purchase warrants exercisable at $1.00 per warrant, and the shares into
which the notes are convertible. These shares, warrants, and notes are owned by
Mr. Feiner's wife, Janet Portelly. Mr. Feiner disclaims beneficial ownership of
all such securities owned by Ms. Portelly.

THE SELLING HOLDERS

Fortune issued and sold the notes to the selling holders in a private sale
exempt from the registration requirements of the Securities Act, and agreed to
register the sale of the notes and the underlying shares with the Securities and
Exchange Commission on one occasion after December 31, 1997 upon the request of
holders of a majority of the underlying shares. Fortune has agreed to indemnify
the selling holders against certain liabilities, including liabilities under the
Securities Act, and to bear the expenses of the registration of which this
prospectus is a part.

The following table is as of August 31, 1999. The term "selling holders"
includes the beneficial owners of the notes and the underlying shares listed
below and their respective transferees, pledgees, donees or other successors.
Shares shown are the number of whole shares into which the selling holder's
notes are convertible at the conversion price of approximately $0.33. Except as
noted in "Certain Relationships and Related Transactions", no selling holder has
had any material relationship with Fortune or any of its affiliates within the
past three years.

Number of Shares
Aggregate Principal Amount of Common Stock Owned
Name of Selling Holder of Notes Owned and Offered Hereby and Offered Hereby
- ------------------------------------------ --------------------------------- ---------------------

Compass Bank, Custodian FBO Renaissance
Capital Growth and Income Fund III, Inc. 350,000 1,061,728
Compass Bank, Custodian FBO Renaissance
US Growth and Income Trust PLC 350,000 1,061,728
Harlan W. Smith 150,000 455,026
Stuart D. Wechsler 50,000 151,675
Ben Branch 30,000 91,005
-------- ---------
Total $930,000 2,821,162
======== =========

The table above reflects information furnished to Fortune by or
on behalf of the selling holders. Changes in that information and
information respecting additional selling holders will be included in
supplements hereto when necessary.

DESCRIPTION OF THE NOTES

The following summary of certain provisions of the notes does not purport
to be complete and is subject to and is qualified in its entirety by reference
to the notes, a copy of which is filed as an exhibit to the registration
statement of which this prospectus is a part and is incorporated herein by this
reference.

GENERAL

The notes are unsecured obligations of Fortune, are limited to $930,000 in
aggregate principal amount and mature on December 31, 2007. The notes bear
simple interest at the annual rate of 12%, payable quarterly in arrears, on the
first day of each January, April, July and October commencing on January 1,
1998, until paid in full. Interest on the notes will be paid on the basis of a
360-day year of twelve 30-day months.

Payment of principal and interest on the notes may be made by Fortune's
check. Interest payments are mailed to the holder's address as furnished to
Fortune, and principal payments will be made upon surrender of the note to
Fortune.

CONVERSION RIGHTS

The notes are convertible into common stock, at the option of the holder,
at any time prior to the close of business on the business day preceding the day
the notes are paid in full, if not earlier prepaid by Fortune. The notes may be
converted in part so long as each portion is $50,000 or a whole multiple
thereof. Based on a conversion price of approximately $0.33, 2,821,162 shares
would be issuable for conversion of the remaining $930,000 of notes. The last
reported sale of the stock on the over-the-counter market on August 31, 1999 was
$0.31 per share.

The conversion price is subject to adjustment on the occurrence of any of
the following events by Fortune, each of which is called an adjustment event:

- the declaration of a dividend on its outstanding common
stock in shares of its capital stock,

- the subdivision of its outstanding common stock,

- the combination of its outstanding common stock into a
smaller number of shares,

- the issuance of any shares of its capital stock by
reclassification of its common stock, including any such
reclassification in a consolidation or merger in which
Fortune is the continuing corporation, unless in connection
with a merger, consolidation or similar transaction, the
notes are converted into the equivalent kind and amount of
securities, cash or other assets, and with equivalent
adjustments, as would have been owned if the note had been
converted immediately prior to the transaction,

- the issuance to all its existing stockholders of rights, options, or
warrants for common stock at a price per share less than the average
of the daily closing prices for the 30 consecutive trading days
commencing 45 trading days before the record date for the
determination of stockholders entitled to receive such rights, or

- the distribution to its stockholders of evidences of its
indebtedness or assets.

No adjustment need be made, however, if

- in each case the holder is permitted to participate in the
transaction on a basis no less favorable than any other party and at
a level which would preserve holder's percentage equity participation
in the common stock upon conversion of the note,

- the sales of common stock are pursuant to a company plan for
reinvestment of dividends or interest, the granting or exercise of
options under existing stock option plans, the exercise of any other
outstanding options or authorized warrants, or

- the note becomes convertible solely into cash.

In the case of each adjustment event, the conversion price shall be
adjusted to reflect the dilutive effect of the adjustment event on the
conversion price. Adjustments are made successively whenever an adjustment event
occurs, and are effective immediately after the record date in the case of a
dividend or distribution and immediately after the effective date in the case of
a subdivision, combination or reclassification. Any adjustment of less than 1%
of the conversion price will not be made, but will be carried forward and taken
into account in any subsequent adjustment. Fortune will promptly mail a notice
of adjustment to all holders, stating the facts requiring the adjustment, the
adjusted conversion price, the manner of computing it and the effective date of
the adjustment. As of the date of this prospectus, no alternate conversion right
has arisen and no adjustment event has occurred.

Fortune may reduce the conversion price for any period of time of at least
20 days by any amount, and shall mail a notice of the reduction to all holders
at least 15 days before the effective date of the reduction. A reduction of the
conversion price will not, however, change or adjust the conversion price
otherwise in effect beyond the period specified in the notice.

If conversion occurs prior to an interest payment date, the accrued
interest on the notes so converted will be forfeited. Upon a partial conversion
of the principal amount of a note, shares of common stock will be issued in
accordance with the conversion price for that portion of the principal amount of
the note so converted, and a new note will be issued for the balance of the
principal amount.

SUBORDINATION

The payment of the principal, any premium and interest on the notes and
the obligation of Fortune to repurchase the notes, are subordinated in right of
payment to the prior payment in full of all senior debt, whether outstanding on
the date of the issuance of the notes or thereafter incurred. There are two
components of senior debt. The first is all indebtedness, and any deferrals,
renewals, increases or extensions thereof, borrowed under Fortune's credit
agreement with Credit Lyonnais. The second component is all indebtedness secured
by assets of Fortune having a value of more than 50% of the outstanding
principal amount of such indebtedness or $100,000, whichever is less,

- for borrowed money,

- for money borrowed by others and guaranteed by Fortune, or

- constituting purchase money indebtedness for the payment of
which Fortune is liable,

whether existing on or created after the date the notes are issued, that
is not made subordinate to or pari passu with the notes by the instrument
creating the indebtedness. Purchase money indebtedness means indebtedness
evidenced by a note, debenture, bond or other similar instrument issued to or
assumed for a vendor as all or part of the purchase price of such asset acquired
by Fortune. Each note shall be paid on a pari passu basis with all other notes.
All senior debt evidenced by the credit agreement and the documents related
thereto, and all modifications and amendments thereto and substitutions thereof,
are referred to in this prospectus as the senior bank debt.

If there is a payment or distribution of assets to creditors on any
liquidation, dissolution, winding up, receivership, reorganization, assignment
for the benefit of creditors, marshaling of assets and liabilities or any
bankruptcy, insolvency or similar case or proceeding of Fortune, the holders of
all senior bank debt will be entitled to receive payment in full of all
obligations under the senior debt before the holders of the notes will be
entitled to receive any payment in respect of the principal or interest on the
notes. In addition, Fortune may not make any payment on any of its obligations
under the notes if a default or potential default, as defined in the credit
agreement, occurs and until it is remedied by payment in full of all senior bank
debt or waived in writing by all affected holders of the senior bank debt. So
long as any senior bank debt is outstanding, holders of the notes may not

- take any enforcement action to accelerate the debt
evidenced by the notes,

- exercise any remedies against Fortune to collect any of its
obligations thereunder, or

- join in or initiate any action in bankruptcy, insolvency,
liquidation, reorganization, receivership, dissolution or
similar law,

if a default or potential default under the credit agreement has occurred and
has not been remedied or waived so that the full amount of the senior bank debt
is declared due and payable. In addition, holders of the notes may not institute
any proceedings against Fortune or the holder of the senior bank debt which
would interfere with or delay the exercise of the rights of such holders in
respect of any property of Fortune constituting collateral security for the
senior bank debt or under the credit agreement. Any distribution received by the
holders of the notes, other than the underlying shares received in conversion of
the notes, in contravention of any of the terms of the note before all senior
bank debt has been paid in full shall be deemed to be held in trust for the
benefit of the holders of the senior bank debt.

Fortune is not prohibited or limited in the incurrence of additional
senior debt. As of December 31, 1998, $10,000 was outstanding under the credit
agreement. Fortune has no other senior debt. Fortune expects to incur senior
debt from time to time in the future. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations".

PREPAYMENT

Fortune may prepay the notes or any portion thereof, together with accrued
interest to the date fixed for repayment, at any time after notice to the
holders. Notice of such repayment shall be given to the holders not more than 30
nor less than 60 days before the date fixed for repayment. Fortune may prepay
the notes without any premium or penalty on 30 days notice to the holders if the
closing price of the common stock on the principal national securities exchange
on which it is listed for 30 consecutive trading days immediately preceding the
day on which the repayment notice is sent equals or exceeds $4.50 per share.
Alternatively, if such trading price is not reached, Fortune may prepay the
notes at the percent of principal amount of the notes as indicated below for the
dates shown:
Percent of Percent of
Date Principal Date Principal
----------------- ---------- ----------------- ----------
September 1, 1999 107.76 April 1, 2000 103.84
October 1, 1999 107.20 May 1, 2000 103.28
November 1, 1999 106.64 June 1, 2000 102.72
December 1, 1999 106.08 July 1, 2000 102.16
January 1, 2000 105.52 August 1, 2000 101.60
February 1, 2000 104.96 September 1, 2000 101.04
March 1, 2000 104.40 October 1, 2000 100.48

Repayment after November 1, 2000 shall be at 100% of principal. No sinking
fund is provided for the notes. Notes called for repayment will be convertible
until the close of business on the day before the repayment date, but
noteholders will forfeit the accrued interest for the then-current period on any
notes surrendered for conversion.

RIGHTS UPON AN EVENT OF DEFAULT

An "event of default" consists of:

1. the failure by Fortune to make a timely payment of principal or
interest on the note when due and payable, which failure remains
uncured for a period of 15 days after notice has been given by a
holder to Fortune,

2. Fortune's failure to be in material compliance with its covenant to
issue the common stock upon a holder's conversion of the notes in
accordance with their terms,

3. Fortune's failure to be in material compliance with its
covenant to keep its corporate existence and rights in full
force and effect, continue conducting its business, keep
adequate books and records of account of its business
activities, maintain appropriate levels and types of
insurance with reputable carriers, and comply in all
material respects with all governmental laws and
regulations applicable to it which, if breached, would have
a material adverse effect on its business or financial
condition,

4. Fortune's failure to be in material compliance with or neglect to
perform any of the provisions of the note, which failure remains
uncured for 30 days after notice has been given by the holder or the
agent under the credit agreement to Fortune,

5. any representation or warranty made by Fortune in the note is untrue
or incorrect in any material respect as of the date made,

6. the commencement of any bankruptcy, receivership, winding up or
liquidation of the affairs of Fortune or any of its subsidiaries,
which remains undismissed for a period of 90 consecutive days, or

7. the institution of bankruptcy, custodianship, receivership
or similar action by or with the consent of Fortune or one
of its subsidiaries.

The occurrence of an event of default described in 6 or 7 above shall
result in all obligations due under the notes becoming immediately due and
payable without notice. If an event of default described in 1 through 5 above
shall occur, the holders of at least 51% in principal amount of all outstanding
notes may at their option by notice to Fortune declare all unpaid obligations
immediately due and payable. In addition to the obligations remaining unpaid
under the notes, all reasonable costs and expenses of collection and enforcement
of the note shall be payable by Fortune.

Fortune's ability to pay the obligations due under the notes upon the
acceleration of their maturity may be limited by the terms of the senior debt
and will depend on the availability of sufficient funds. Accordingly, Fortune
may not be able to meet its obligations under the notes upon the occurrence of
an event of default.

FORM, DENOMINATION AND TRANSFER

The notes were issued in registered form, without coupons, in
denominations of $10,000 or integral multiples thereof, and in such principal
amounts as were determined by Fortune. No transfer shall be valid unless
effected on Fortune's books by the registered holder in person or by an attorney
duly authorized in writing, and similarly noted on the note. Fortune may charge
a holder a reasonable fee for any re-registration, transfer or exchange of the
notes.

REGISTRATION RIGHTS

This prospectus is part of a registration statement filed pursuant to the
registration rights extended to the selling holders under the notes. Fortune has
registered the sale of the notes and the underlying shares under the Securities
Act for resale by the selling holders who have provided information to Fortune
in this prospectus. Fortune has also agreed to use its best efforts to keep the
registration statement effective until the earliest of two years after the date
of this prospectus, the date all the securities registered hereunder have been
sold or until the notes and the underlying shares may be sold publicly without
registration. That date is November 4, 1999 for holders that have not then been
affiliates of Fortune for at least three months. Fortune will also use its best
efforts to qualify the securities under the securities laws of the states in
which holders reside, provided that Fortune is not required to consent to
service or to qualify to do business in any state as a result of such
qualification. Fortune cannot assure it will be able to maintain an effective,
current registration statement under the Securities Act as required, and any
failure to do so might adversely affect the marketability and sale price of the
notes and the underlying shares. Each of the notes and the underlying shares
will remain restricted in its transfer until sold in accordance with this
registration under the Securities Act or distributed to the public pursuant to
Rule 144 or any similar provision then in force.

Holders also have the right to include the notes and the underlying shares
in any registration statement filed by Fortune with respect to any of Fortune's
securities, except one relating to stock option or employee benefit plans, in a
piggy-back registration. Those securities may, however, be cut back or down by
any underwriter of Fortune's offering. The piggy-back registration rights cannot
be exercised though if the notes and the underlying shares can be sold pursuant
to the exemption from registration provided by Rule 144(k) promulgated under the
Securities Act. That date is November 4, 1999 for holders that have not then
been affiliates of Fortune for at least three months.

The holders electing to include the notes and the underlying shares in any
registration filed by Fortune must provide the company with such information and
execute such documents, including appropriate cross-indemnification, as are
reasonably required to prepare and process Fortune's registration statement.
Fortune has agreed to bear all expenses, except any underwriting discounts and
commissions and any legal fees and expenses of counsel to holders, necessary and
incidental to either registration.

LIMITED MARKET FOR THE NOTES

On their original issuance, the notes were issued in a private placement
to accredited investors and were severely restricted in their transfer. The
notes have not been and will not be listed for trading on any recognized market.
A market for the notes may not develop, and if one does, it may not be liquid or
sustainable. Future trading prices of the notes will depend on many factors,
including prevailing interest rates, Fortune's operating results, the price of
the common stock and the market for similar securities.

GOVERNING LAW; MODIFICATION

The notes are construed in accordance with, and the rights of the parties
thereto shall be governed by, the laws of the State of Texas applicable to
contracts made and to be performed entirely within such state. The notes may be
modified only by a writing signed by the holder and Fortune, and then only to
the extent set forth in such writing and only in the specific instance for which
it is given. No forbearance, delay or failure to exercise any right or remedy by
a holder of a note will operate as a waiver of or acquiescence in any default.

DESCRIPTION OF SECURITIES

COMMON AND PREFERRED STOCK

The following description is qualified in all respects by reference to
Fortune's certificate of incorporation and all amendments thereto and Fortune's
bylaws, copies of which are filed as exhibits to the registration statement of
which this prospectus is a part.

Fortune's certificate of incorporation, as amended, currently authorizes
40,000,000 shares of common stock, $.01 par value and 2,000,000 shares of
preferred stock, $1.00 par value. Of this total, 12,236,811 shares of common
stock were issued and outstanding as of August 31, 1999. An additional 9,671,373
shares of common stock were issuable upon exercise of options and private
warrants outstanding as of that date. No preferred stock is currently
outstanding.

COMMON STOCK

Holders of shares of common stock are entitled to dividends when and as
declared by the board of directors from funds legally available therefor and
upon liquidation are entitled to share ratably in any distribution to
stockholders. All holders of common stock are entitled to one vote per share on
any matter coming before the stockholders for a vote, including the election of
directors. In keeping with stockholder democracy rights, Fortune's certificate
of incorporation permits the stockholders to remove any director or the entire
board of directors, with or without cause, upon a vote of a majority of the
outstanding shares.

All issued and outstanding shares of common stock are validly issued,
fully paid and non-assessable. Holders of the common stock do not have
pre-emptive rights or other rights to subscribe for unissued or treasury shares
or securities convertible into shares.

Additionally, under Section 145 of the Delaware General Corporation Law,
Fortune has availed itself of the provisions permitting the limitation of
liability through the indemnification of officers, directors, employees and
agents of Delaware corporations. See "Certain Relationships and Related
Transactions - Limited Liability of Directors" and " - Indemnification of
Officers and Directors."

PREFERRED STOCK

The certificate of incorporation authorizes the board of directors to
establish and designate the classes, series, voting powers, designations,
preferences and relative, participating, optional or other rights, and such
qualifications, limitations and restrictions of the preferred stock as the
board, in its sole discretion, may determine without further vote or action by
the stockholders.

The rights, preferences, privileges and restrictions or qualifications of
different series of preferred stock may differ with respect to dividend rates,
amounts payable on liquidation, voting rights, conversion rights, redemption
provisions, sinking fund provisions and other matters. The issuance of preferred
stock could decrease the amount of earnings and assets available for
distribution to holders of common stock, or could adversely affect the rights
and powers, including voting rights, of holders of common stock.

The existence of the preferred stock, and the power of the board of
directors of Fortune to set its terms and issue a series of preferred stock at
any time without stockholder approval, could have certain anti-takeover effects.
These effects include that of making Fortune a less attractive target for a
"hostile" takeover bid or rendering more difficult or discouraging the making of
a merger proposal, assumption of control through the acquisition of a large
block of common stock or removal of incumbent management, even if such actions
could be beneficial to the stockholders of Fortune.

WARRANTS

Fortune has issued various common stock private purchase warrants from
time to time.

TRANSFER AGENT AND REGISTRAR

The principal transfer agent and registrar for the common stock
is U.S. Stock Transfer Corporation, Glendale, California.

CERTAIN ANTI-TAKEOVER DEVICES

Section 203 of the Delaware General Corporation Law applies to Delaware
corporations with a class of voting stock listed on a national securities
exchange, authorized for quotation on an inter-dealer quotation system or held
of record by 2,000 or more persons. Section 203 applies to an "interested
stockholder," defined generally as any person owning, or who is an affiliate or
associate of the corporation and has owned in the preceding three years, 15% or
more of a corporation's outstanding voting stock and affiliates and associates
of such person. Section 203 prevents an interested stockholder from engaging in
a "business combination" with a Delaware corporation for three years following
the date such person became an interested stockholder unless

1. before such person became an interested stockholder, the board of
directors of the corporation approved either the business combination or
the transaction that resulted in the stockholder becoming an interested
stockholder;

2. the interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced, excluding
stock held by directors who are also officers of the corporation and by
employee stock plans that do not provide employees with the rights to
determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or

3. on or subsequent to the date such person became an interested
stockholder, the business combination is approved by the board
of directors of the corporation and authorized at a meeting of
stockholders by the affirmative vote of the holders of
two-thirds of the outstanding voting stock of the corporation
not owned by the interested stockholder.

Under Section 203, the restrictions described above also do not apply to
certain business combinations proposed by an interested stockholder following
the announcement or notification of one of certain extraordinary transactions
involving the corporation and a person who had not been an interested
stockholder during the previous three years or who became an interested
stockholder with the approval of a majority of the corporation's directors.

These provisions could have the effect of delaying, deferring or
preventing a change of control of Fortune.

The Commission has indicated that the use of authorized unissued shares of
voting stock could have an anti-takeover effect. In such case, various specific
disclosures to the stockholders are required. Any business combination, as that
term is used in Section 203, would be reviewed by Fortune's board of directors
solely for its impact on Fortune.

Fortune has in place a shareholder rights plan which is designed to
distribute preferred stock purchase rights to holders of common stock in the
event a person acquires beneficial ownership of fifteen percent or more of
Fortune's stock or commences a tender offer which would result in ownership of
fifteen percent or more of such common stock. The plan, which expires February
28, 2007, provides for the issuance of a fraction of a share of a new series of
junior preferred stock of Fortune for each outstanding share of Fortune's stock.
Depending on the circumstances, such new preferred stock will enable the holders
to either buy additional shares of Fortune at a discount or buy an interest in
any acquiring entity.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion has been prepared by Fortune to present the
material federal income tax considerations under generally applicable current
law of the acquisition, ownership, conversion and disposition of the notes and
the acquisition, ownership and disposition of any common stock which is received
on the conversion of a note or the warrants, for persons who acquire the notes
and hold those notes and any such common stock as capital assets. It does not,
however, discuss the effect of (1) special rules, such as those which apply to
tax-exempt organizations, insurance companies, financial institutions, persons
who hold the notes or common stock in connection with a straddle or dealers or
(2) any foreign, state or local tax law. Accordingly, each prospective purchaser
of notes is advised to consult its own tax advisor regarding the matters
discussed herein in light of its particular circumstances, the application of
state, local and foreign tax laws, and the fact that such laws change from time
to time.

The following statements are based upon the Internal Revenue Code of 1986,
as amended, existing regulations thereunder and the current judicial and
administrative interpretations thereof.

OWNERSHIP BY U.S. PERSONS

The following applies to a person who is a citizen or resident of the
United States, a corporation or partnership created or organized in the United
States or any state thereof or an estate or trust the income of which is
includible in income for United States federal income tax purposes regardless of
its source.

INTEREST ON NOTES

The stated interest on a note will be taxable as ordinary income at the
time interest is paid or accrued in accordance with the holder's method of
accounting for United States federal income tax purposes. The notes were not
issued with original issue discount.

MARKET DISCOUNT

If a note is acquired at a "market discount," gain realized on a taxable
disposition and certain nontaxable dispositions thereof will be treated as
interest income to the extent of the theretofore unrecognized accrued market
discount. Subject to a DE MINIMIS exception, "market discount" with respect to a
Note is equal to the excess of (1) the stated redemption price at maturity of
the note over (2) the holder's initial basis in the note. Any market discount
accrues on a ratable basis or, at the election of the holder, on the basis of a
constant interest rate, and a holder of a market discount note may elect to
include the market discount in its income as that market discount accrues. If a
holder converts a market discount note into common stock, the theretofore
unrecognized accrued market discount on that note will not, in general, be
recognized, but will be treated as ordinary income on the later disposition of
that common stock to the extent of any gain recognized at that time on the
disposition of that common stock.

CONVERSION OF NOTES

A holder generally will not recognize gain or loss on the conversion of a
note into common stock except that it will recognize a capital gain or loss as a
result of the receipt of cash in lieu of a fractional share equal to the amount
of cash reduced by the basis of the portion of the note in respect of which that
cash was paid. The basis of the common stock that is received on the conversion
will be the adjusted basis of the note which was converted at the time of
conversion increased by any gain that is recognized, decreased by any loss that
is recognized and decreased by any cash that is received. The holding period of
that common stock will include the holding period of the converted note.

CONSTRUCTIVE DIVIDEND

A distribution to holders of common stock may cause a deemed distribution,
which will be a dividend to the extent of Fortune's current or accumulated
earnings and profits, to the noteholders if the conversion price or conversion
ratio of the notes is adjusted to reflect that distribution.

SALE OR EXCHANGE OF NOTES OR COMMON STOCK

Gain or loss will be recognized on the sale or exchange of the notes or of
common stock in an amount equal to the difference between

(1) the amount of cash and the fair market value of any other property
received by the holder, excluding, in the case of the notes, any amount
representing accrued interest, which will be taxable as such, and

(2) the holder's adjusted basis in the property sold or exchanged.

Any such gain, other than gain characterized as interest under the market
discount rules, or loss with respect to a note or common stock will be a capital
gain or loss.

DIVIDENDS ON COMMON STOCK

Distributions on the common stock will be dividends to the extent of the
current or accumulated earnings and profits of Fortune, then a nontaxable return
of capital reducing the holder's adjusted basis in the common stock until such
adjusted basis is reduced to zero and finally an amount received in exchange for
the common stock. Dividends paid to domestic corporations may qualify for the
dividends received deduction subject to the limiting provisions that apply
thereto.

OWNERSHIP BY NON-U.S. HOLDERS

The following applies to a person who is not a U.S. holder and to the
income received thereby, such as interest, dividends and gain or loss on
disposition, with respect to notes and common stock which is not effectively
connected with the conduct by the non-U.S. holder of a trade or business within
the United States. Any such effectively connected items of income will be
subject to the United States federal income tax that applies to U.S. holders
generally, and, in the case of such a non-U.S. holder that is a foreign
corporation, those items also will be subject to the branch profits tax.

INTEREST ON NOTES

Interest paid on notes to a non-U.S. holder will not be subject to United
States federal income tax or to withholding in respect thereof if:

(1) the beneficial owner, or if certain requirements are satisfied, a
member of a class of financial institutions, certifies, under penalties
of perjury, that the beneficial owner is not a U.S. holder and provides
the beneficial owner's name and address,

(2) the non-U.S. Holder does not actually or constructively own 10% or
more of the total voting power of all classes of stock of Fortune
entitled to vote, common stock into which a note can be converted is
constructively owned for these purposes,

(3) the non-U.S. holder is not a controlled foreign corporation with
respect to which Fortune is a "related person" within the meaning of
Section 864(d)(4) of the Code, and

(4) the non-U.S. holder is not a bank holding the notes as a
result of an extension of credit made pursuant to a loan
agreement entered into in the ordinary course of its trade or
business. Accrued market discount on a note is not treated
for these purposes as interest income. If the foregoing
conditions are not satisfied, then the interest will generally
be subject to United States federal income tax withholding at
a rate of 30% or any lower rate that is provided by any applicable
treaty.

SALE OR EXCHANGE OF NOTES OR COMMON STOCK; CONVERSION OF NOTES

A non-U.S. holder generally will not be subject to United States federal
income tax on gain recognized on the sale or exchange of notes or common stock
or on the conversion of a note unless

(1) the holder is an individual who is present in the United States for
183 or more days in the taxable year and certain other conditions are
satisfied or

(2) Fortune is a "United States real property holding
corporation," as defined in Section 897 of the code, and
certain exceptions do not apply.

DIVIDENDS ON COMMON STOCK

Any distribution on common stock to a non-U.S. holder will be subject to
United States federal income tax withholding at a rate of 30% or any lower rate
which is provided by any applicable treaty.

ESTATE TAX

An individual non-U.S. holder of a note will not be required to include
the value of such note in his gross estate for United States federal estate tax
purposes, provided that such holder did not at the time of death actually or
constructively own 10% or more of the combined voting power of all classes of
stock of Fortune and, at the time of such holder's death, payments of interest
on such note would not have been effectively connected with the conduct by such
holder of a trade or business in the United States. An individual non-U.S.
holder who is treated as the owner, or has made certain lifetime transfers, of
an interest in the common stock will be required to include the value thereof in
his gross estate for United States federal estate tax purposes and may be
subject to United States federal estate tax with respect thereto, unless
otherwise provided by an applicable estate tax treaty.

BACKUP WITHHOLDING; INFORMATION REPORTING

A noncorporate U.S. holder holding notes or common stock and any non-U.S.
holder failing to provide a certificate that it is not a U.S. holder will be
subject to backup withholding at the rate of 31% with respect to interest paid
on the notes, dividends paid on common stock and the proceeds of any sale,
exchange or redemption thereof if the payee fails to furnish a taxpayer
identification number and in certain other circumstances. Any amounts so
withheld will be allowed as a refund or a credit against the holder's United
States federal income tax liability, provided that certain information is
furnished to the Internal Revenue Service. Information reporting will be
required with respect to a payment of proceeds from the sale or exchange of
notes or common stock through a foreign office of a broker that is a United
States person or of certain foreign brokers unless the broker has documentary
evidence in its files that the owner is a non-U.S. holder and the broker has no
actual knowledge to the contrary.

PLAN OF DISTRIBUTION

The selling holders may offer and sell the notes and the underlying shares
from time to time and will act independently of Fortune in deciding the timing,
manner and size of any sale. Fortune expects that sales generally will be made
at then prevailing market prices, but prices in negotiated transactions may
differ considerably. Fortune cannot predict the extent, if any, to which selling
holders may sell the notes.

Selling holders may sell the notes and the underlying shares in the
over-the-counter market or otherwise at prices that represent or relate to then
prevailing market prices or are negotiated, by purchase by a broker-dealer as
principal and resale by such broker or dealer for its account pursuant to this
prospectus. Sales may also be made in ordinary brokerage transactions and
transactions in which a broker solicits purchasers, and block trades in which a
broker-dealer so engaged will attempt to sell the securities as agent but may
take a position and resell a portion of the block as principal to facilitate the
transaction. In addition, any securities covered by this prospectus which
qualify for sale pursuant to Rule 144 of the Securities Act may be sold under
Rule 144 rather than pursuant to this prospectus.

No selling holder has advised Fortune, as of the date hereof, that it has
arranged for the offering or sale of any of the notes with any broker.
Underwriters, brokers, dealers or agents may participate in these transactions
as agents and, in that capacity, may

(1) be deemed underwriters for purposes of the Securities Act and

(2) receive brokerage commissions from selling holders or their
purchasers which, together with any profits received by the
selling holders, may be deemed underwriting discounts and
commissions under the Securities Act.

The selling holders have disclaimed the status of Securities Act
"underwriters."

To comply with the securities laws of certain jurisdictions, the notes and
the underlying shares will be offered or sold in those jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions, the securities may not be offered or sold unless they have been
registered or qualified for sale in those jurisdictions or unless an exemption
from that registration or qualification is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the notes and the underlying shares may be limited
in its ability to engage in market activities respecting the securities. In
addition and without limiting the foregoing, each selling holder is subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, Rule 10b-2 and Regulation M, which provisions may limit
the timing of purchases and sales of any of the securities by the selling
holders. All the foregoing may affect the marketability of the notes and the
underlying shares.

Fortune may suspend the use of this prospectus and any supplements hereto
in certain circumstances because of pending corporate developments or a need to
file a post-effective amendment. In any such event, Fortune will use its
reasonable efforts to ensure that the use of the prospectus may be resumed as
soon as practicable.

Fortune has agreed to pay substantially all the expenses incident to the
registration, offering and sale of the notes and the underlying securities by
the selling holders to the public other than any brokers' commission, agency fee
or underwriter's discount or commission, which will be borne by the relevant
selling holder.

LEGAL MATTERS

The legality of the notes and the underlying shares will be passed upon
for Fortune by Dean W. Drulias, Esq., General Counsel for Fortune.

EXPERTS

The financial statements of Fortune as of December 31, 1998 and 1997 and
for each of the years in the three year period ended December 31, 1998, have
been included herein and in the registration statement in reliance upon the
report of KPMG LLP, independent certified public accountants, appearing
elsewhere herein, and upon the authority of said firm as experts in accounting
and auditing.

The information appearing herein with respect to net proved oil and gas
reserves of Fortune at December 31, 1996, 1997 and 1998, was estimated by
Huddleston & Co., Inc., independent petroleum engineers, and is included herein
on the authority of such engineers as experts in petroleum engineering.

AVAILABLE INFORMATION

Fortune has filed with the Securities and Exchange Commission a
registration statement on Form S-2 under the Securities Act with respect to the
common stock offered hereby. This prospectus, filed as part of the registration
statement, does not contain all the information set forth in the registration
statement and the exhibits and schedules thereto, certain portions of which have
been omitted in accordance with the rules and regulations of the Commission. For
further information with respect to Fortune and the notes and common stock
offered hereby, reference is made to the registration statement and to the
exhibits and schedules thereto, which may be inspected at the Commission's
offices without charge or copies of which may be obtained from the Commission
upon payment of the prescribed fees. Statements made in the prospectus as to the
contents of any contract, agreement or document referred to are not necessarily
complete, and in each instance, reference is made to the copy of such contract
or other document filed as an exhibit to the registration statement.

The following documents filed by Fortune with the Commission pursuant to
the Exchange Act, File No. 1-12334, are incorporated in this prospectus by
reference and are made a part hereof:

1. Annual Report on Form 10-K for the year ended December 31, 1998, filed on
March 12, 1999.

2. Current reports on Form 8-K filed on May 13, 1999, July 28, 1999, August
9, 1999 and August 12, 1999.

3. Current report on Form 10-Q for the quarterly period ended March 31, 1999,
filed on May 13, 1999.

4. Current report on Form 10-Q for the quarterly period ended June 30, 1999,
filed on August 13, 1999.

GLOSSARY OF OIL AND GAS TERMS

AMI. "AMI" means Area of Mutual Interest.

Bbl. "Bbl" means barrel. "MBbl" means thousand
barrels. "MMBbl" means million barrels.

Bcf. "Bcf" means billion cubic feet.

BOPD. "BOPD" means barrels of oil or condensate per
day of production.

Farmout. "Farmout" means an agreement pursuant to
which an owner of a working interest sells a
portion of its working interest in an
exploration well or prospect in exchange for
either a payment of previously incurred costs
or an agreement to pay a disproportionate
share of future exploration costs. If the
exploration project is unsuccessful, the
working interest farmed out in this manner
commonly reverts to the seller.

Gross Acres or Wells. "Gross Acres or Wells" are the total acres or
wells, as the case may be, in which an entity
has an interest, either directly or through
an affiliate.

Mcf. "Mcf" means thousand cubic feet. "Mmcf"
means million cubic feet. Natural gas volumes
are stated at the legal pressure base of the
state or area in which the reserves are
located at 60 degrees Fahrenheit.

MCFD. "MCFD" means Mcf of gas per day of gas
production.

MCFE. "MCFE" means thousand cubic feet of gas
equivalent, which is determined using the
ratio of one Bbl of crude oil, condensate or
natural gas liquids to six Mcf of natural gas
so that one Bbl of oil is referred to as six
Mcf equivalent or "MCFE." "MMCFE" means
Million cubic feet of gas equivalent. "BCFE"
means billion cubic feet of gas equivalent.

Net Acres or Wells. A party's "Net Acres" or "Net
Wells" are calculated by multiplying the number
of gross acres or gross wells in which that
party has an interest by the fractional interest
of the party in each such acre or well.

Net Revenue Interest. "Net Revenue Interest" reflects the
percentage of net revenues generated by
operating activities on a property, exclusive
of any royalty or overriding royalty
interests which may burden that property.

Overriding Royalty Interest. "Overriding Royalty Interest" is the right to
share in the gross revenues generated by a
producing property, free of any costs of
exploration, acquisition, development, or
operation, and free of all risks in
connection therewith.

Payout. "Payout" refers to the point in time when
initial working interest owners recover a
defined portion of acquisition, exploration,
development, and lease operating expenses
from the revenues generated by a property or
well.

Producing Properties "Producing Reserves" are Proved Developed
or Reserves. Reserves expected to be produced from existing
completion intervals now open for production in
existing wells. A "Producing Property" is a
property to which Producing Reserves have been
assigned by an independent petroleum engineer.

Proved Developed Non- "Proved Developed Non-Producing Reserves" are
Producing Reserves. Proved Developed Reserves that are recoverable
from zones behind cemented casing in existing
wells which will require additional completion
work or a future recompletion prior to the start
of production. The cost of making such reserves
available for production is insignificant
relative to the volume of reserves expected to
be recovered from the planned recompletion
programs. The PDNP reserves are supported by
actual production performance from wells
completed in the same reservoir elsewhere in the
local area.

Proved Developed "Proved Developed Producing Reserves" are Proved
Producing Reserves. Developed Reserves that are recoverable from
completion intervals in existing wells that are
currently open and delivering commercial volumes
of hydrocarbons to market.

Proved Developed Reserves. "Proved Developed Reserves" are Proved
Reserves which can be expected to be
recovered through existing wells with
existing equipment and operating methods.

Proved Reserves. "Proved Reserves" are the estimated
quantities of crude oil, natural gas and
natural gas liquids which geological and
engineering data demonstrate with reasonable
certainty to be recoverable in future years
from known oil and gas reservoirs under
existing economic and operating conditions,
that is, on the basis of prices and costs as
of the date the estimate is made and any
price changes provided for by existing
conditions.

Proved Undeveloped Reserves. "Proved Undeveloped Reserves" are Proved
Reserves which can be expected to be
recovered from new wells on undrilled
acreage, or from existing wells where a
relatively major expenditure is required for
recompletion. The offset units containing the
proved-undeveloped reserves are reasonably
certain of commercial production when drilled.

Reserves. "Reserves" means crude oil and natural gas,
condensate and natural gas liquids, which are
net of leasehold burdens, are stated on a net
revenue interest basis, and are found to be
commercially recoverable.

Royalty Interest. A "Royalty Interest" is an interest in an oil
and gas property entitling the owner to a
share of oil and gas production, or the
proceeds of the sale thereof, free of the
costs of production.

SEC Method. The "SEC Method" is a method of determining
the present value of proved reserves. Under
the SEC method, the future net revenues from
proved reserves are estimated assuming that
oil and gas prices and production costs
remain constant. The resulting stream of
revenues is then discounted at the rate of
10% per year to obtain a present value.

Shut in. "Shut in" refers to a well or wells which
are capable of producing oil and/or gas, but
which are not currently operational due to
required repairs or prevailing economic
conditions.

Transition Zone. "Transition Zone" is generally the area which
may extend up to five miles on either side of
a shallow water coastline.

Undeveloped Acreage. "Undeveloped Acreage" is oil and gas acreage,
including, in applicable instances, rights in
one or more horizons which may be penetrated
by existing well bores, but which have not
been tested, to which Proved Reserves have
not been assigned by independent petroleum
engineers.

Working Interest. A "Working Interest" is the operating
interest under an Oil and Gas Lease which
gives the owner the right to drill, produce
and conduct operating activities on the
property and a share of production, subject
to all royalties, overriding royalties and
other burdens and to all costs of
exploration, development and operations and
all risks in connection therewith. If a party
owns a "back-in" working interest, it has the
right to acquire a portion of the working
interest owned by another party upon the
occurrence of a specified event, such as
payout of the costs incurred by the other
party in drilling a well or undertaking
another operation on the property.

INDEX TO FINANCIAL STATEMENTS

Page

Independent Auditors' Report - KPMG LLP................................ F-2

Balance Sheets - December 31, 1998 and 1997............................ F-3

Statements of Operations for the years ended
December 31, 1998, 1997 and 1996.................................... F-4

Statements of Stockholders' Equity for the years ended
December 31, 1998, 1997 and 1996..................................... F-5

Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996..................................... F-6

Notes to Financial Statements.......................................... F-7

Balance Sheets - June 30, 1999 (unaudited) and
December 31, 1998 (audited).......................................... F-21

Statements of Operations for the six months ended June 30, 1999
and 1998 (unaudited)................................................. F-22

Statements of Stockholders' Equity for the year ended December 31,
1998 and six months ended June 30, 1999 (unaudited).................. F-23

Statements of Cash Flows for the six months ended June 30,
1999 and 1998 (unaudited)............................................ F-24

Notes to Financial Statements (unaudited).............................. F-25

F-1

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Fortune Natural Resources Corporation:

We have audited the accompanying balance sheets of Fortune Natural
Resources Corporation as of December 31, 1998 and 1997, and the related
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ended December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Fortune Natural Resources
Corporation as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for each of the years in the three-year period ended December
31, 1998, in conformity with generally accepted accounting principles.

/s/ KPMG LLP
- ---------------------

Houston, Texas
March 5, 1999

F-2

FORTUNE NATURAL RESOURCES CORPORATION
BALANCE SHEETS

ASSETS

December 31,
-----------------------------
1998 1997
------------ ------------

CURRENT ASSETS:
Cash and cash equivalents ............................. $ 1,452,000 $ 1,667,000
Accounts receivable ................................... 361,000 507,000
Prepaid expenses ...................................... 74,000 --
------------ ------------
Total Current Assets .................................. 1,887,000 2,174,000
------------ ------------

PROPERTY AND EQUIPMENT:
Oil and gas properties, accounted for
using the full cost method .......................... 26,800,000 27,822,000
Office and other ...................................... 384,000 383,000
------------ ------------
27,184,000 28,205,000
Less--accumulated depletion, depreciation
and amortization .................................... (20,728,000) (18,403,000)
------------ ------------
6,456,000 9,802,000
------------ ------------
OTHER ASSETS:
Deposits and other .................................... 51,000 124,000
Debt issuance costs (net of accumulated amortization of
$346,000 and $93,000 at December 31, 1998
and 1997, respectively) ............................. 98,000 526,000
------------ ------------
149,000 650,000
------------ ------------

TOTAL ASSETS .............................................. $ 8,492,000 $ 12,626,000
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt ..................... $ 10,000 $ --
Accounts payable ...................................... 93,000 279,000
Accrued expenses ...................................... 351,000 407,000
Royalties payable ..................................... 12,000 36,000
Accrued interest ...................................... 97,000 76,000
------------ ------------
Total Current Liabilities ............................. 563,000 798,000
------------ ------------

LONG-TERM DEBT, net of current portion .................... 3,225,000 3,775,000
------------ ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value:
Authorized--2,000,000 shares
Issued and outstanding--None .......................... -- --
Common stock, $.01 par value
Authorized--40,000,000 shares
Issued and outstanding--12,134,675 and 12,118,982 shares
shares at December 31, 1998 and 1997, respectively. 121,000
121,000
Capital in excess of par value ........................ 30,171,000 30,283,000
Treasury stock, at cost (9,769 shares at
December 31, 1997) -- (38,000)
Accumulated deficit ................................... (25,588,000) (22,313,000)
------------ ------------

NET STOCKHOLDERS' EQUITY .................................. 4,704,000 8,053,000
------------ ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................ $ 8,492,000 $ 12,626,000
============ ============

See accompanying notes to financial statements.

F-3

FORTUNE NATURAL RESOURCES CORPORATION

STATEMENTS OF OPERATIONS

For the Years Ended December 31,
--------------------------------------------
1998 1997 1996
------------ ------------ ------------

REVENUES
Sales of oil and gas, net of royalties ............. $ 1,881,000 $ 3,851,000 3,825,000
Other income ....................................... 142,000 154,000 215,000
------------ ------------ ------------
2,023,000 4,005,000 4,040,000
------------ ------------ ------------

EXPENSES
Production and operating ........................... 595,000 1,094,000 1,172,000
Provision for depletion, depreciation
and amortization ................................. 1,365,000 2,219,000 1,623,000
General and administrative ......................... 1,547,000 1,965,000 1,924,000
Corporate relocation ............................... -- -- 216,000
Debt conversion expense ............................ -- 316,000 --
Stock offering cost ................................ -- 323,000 --
Interest ........................................... 831,000 396,000 435,000
Impairments to oil and gas properties .............. 960,000 3,650,000 --
------------ ------------ ------------
5,298,000 9,963,000 5,370,000
------------ ------------ ------------

LOSS BEFORE PROVISION FOR INCOME TAXES ................. (3,275,000) (5,958,000) (1,330,000)
PROVISION FOR INCOME TAXES ............................. -- -- --
------------ ------------ ------------

NET LOSS ............................................... $ (3,275,000) $ (5,958,000) (1,330,000)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING ............................ 12,132,362 12,086,219 11,351,211
============ ============ ============
NET LOSS PER COMMON SHARE
(BASIC AND DILUTED) .................................. $ (0.27) $ (0.49) $ (0.12)
============ ============ ============

See accompanying notes to financial statements.

F-4

FORTUNE NATURAL RESOURCES CORPORATION

STATEMENTS OF STOCKHOLDERS' EQUITY

Capital in Stock-
Common Stock Excess of Treasury Accumulated holders'
Shares Amount Par Value Stock Deficit Equity
---------- -------- ----------- --------- ------------ -----------

BALANCE, December 31, 1995 11,139,709 $111,000 $27,228,000 $ - $(15,025,000) $12,314,000

Common stock issued for exercise
of stock options................ 46,150 1,000 114,000 - - 115,000
Common stock issued for
exercise of warrants............ 255,638 3,000 813,000 - - 816,000
Common stock issued for
directors' fees................. 1,395 - 4,000 - - 4,000
Common stock canceled and
stock issuance cost............. (1,227) - (31,000) - - (31,000)
Common stock issued for
stock offerings ................. 412,000 4,000 1,145,000 - - 1,149,000
Common stock returned to treasury.. (2) - - - - -
Net loss........................... - - - - (1,330,000) (1,330,000)
---------- -------- ----------- --------- ------------ -----------

BALANCE, December 31, 1996 11,853,663 $119,000 $29,273,000 $ - $(16,355,000) $13,037,000
========== ======== =========== ========= ============ ===========
Common stock issued for
exercise of stock options........ 6,400 - 18,000 - - 18,000
Common stock issued for
exercise of warrants............. 45,000 - 89,000 - - 89,000
Common stock issued in exchange
for debentures, net of
offering costs................... 218,858 2,000 889,000 - - 891,000
Common stock contributed to
401(k) Plan...................... 4,835 - 14,000 - - 14,000
Common stock repurchased in
odd-lot buyback.................. (9,769) - - (38,000) - (38,000)
Common stock returned to treasury (5) - - - - -
Net loss........................... - - - - (5,958,000) (5,958,000)
---------- -------- ----------- --------- ------------ -----------

BALANCE, December 31, 1997 12,118,982 $121,000 $30,283,000 $ (38,000) $(22,313,000) $ 8,053,000
========== ======== =========== ========= ============ ===========
Common stock issued for
exercise of stock options........ 5,512 - 13,000 - - 13,000
Common stock contributed to
401(k) Plan...................... 10,185 - 24,000 - - 24,000
Cancellation of treasury stock..... - - (38,000) 38,000 - -
Voluntary exchange of public
warrants for private warrants.... - - (59,000) - - (59,000)
Repurchase of outstanding
private warrants................. - - (52,000) - - (52,000)
Common stock returned to treasury.. (4) - - - - -
Net loss........................... - - - - (3,275,000) (3,275,000)
---------- -------- ----------- --------- ------------ -----------

BALANCE, December 31, 1998......... 12,134,675 $121,000 $30,171,000 $ - $(25,588,000) $ 4,704,000
========== ======== =========== ========= ============ ===========

See accompanying notes to financial statements.

F-5

FORTUNE NATURAL RESOURCES CORPORATION

STATEMENTS OF CASH FLOWS

For the Years Ended December 31,
--------------------------------------------
1998 1997 1996
------------ ------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ............................................... $ (3,275,000) $ (5,958,000) $ (1,330,000)
Adjustments to reconcile net loss
to net cash provided by (used in) operating activities:
Common stock issued for directors' fees,............... -- -- 4,000
Depletion, depreciation and amortization .............. 1,365,000 2,219,000 1,623,000
Amortization of deferred financing cost ............... 428,000 147,000 74,000
Debt conversion expense ............................... -- 316,000 --
Stock offering cost ................................... -- 323,000 --
Impairments to oil and gas properties ................. 960,000 3,650,000 --
Non-cash compensation expense ......................... 44,000 58,000 20,000
Changes in assets and liabilities:
Accounts receivable ................................... 146,000 188,000 340,000
Prepaids and oil inventory ............................ (74,000) 25,000 102,000
Accounts payable and accrued expenses ................. (145,000) 525,000 (215,000)
Royalties and working interest payable ................ (24,000) (67,000) 9,000
Accrued interest ...................................... (76,000) (25,000) (18,000)
Deposits and other .................................... 35,000 (22,000) (2,000)
------------ ------------ ------------
Net cash provided by (used in) operating activities .... (616,000) 1,379,000 607,000
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for oil and gas properties ................ (3,673,000) (4,946,000) (3,232,000)
(Increase) decrease in restricted cash ................. -- 2,293,000 937,000
Proceeds from sale of properties and equipment ......... 4,695,000 203,000 2,197,000
Net change in other property and equipment ............. 17,000 (27,000) (297,000)
------------ ------------ ------------
Net cash provided by (used in) investing activities .... 1,039,000 (2,477,000) (395,000)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Gross proceeds from issuance of long-term
debt, net of issuance costs ......................... -- 3,290,000 --
Repayment of long term debt ............................ (540,000) (1,793,000) (1,979,000)
Gross proceeds from issuance of common stock ........... 13,000 103,000 2,168,000
Debt and equity offering costs ......................... (59,000) (971,000) (115,000)
Common stock and warrant repurchase .................... (52,000) (38,000) --
------------ ------------ ------------
Net cash provided by (used in) financing activities .... (638,000) 591,000 74,000
------------ ------------ ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...... (215,000) (507,000) 286,000
------------ ------------ ------------

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR .............. 1,667,000 2,174,000 1,888,000
------------ ------------ ------------

CASH AND CASH EQUIVALENTS, END OF YEAR .................... $ 1,452,000 $ 1,667,000 $ 2,174,000
============ ============ ============
Supplemental information:
Interest paid in cash ................................... $ 403,000 $ 249,000 $ 361,000
Common stock issued or issuable as directors' fees ...... -- -- 4,000
Common stock issued for conversion of debt .............. -- 975,000 --
Common stock issued for 401(k) Plan contribution ........ 24,000 14,000 --

See accompanying notes to financial statements.

F-6

FORTUNE NATURAL RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS

(1) GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Fortune Natural Resources Corporation, formerly Fortune Petroleum
Corporation, is an independent energy company engaged in the acquisition,
production and exploration of oil and gas, primarily onshore and offshore
Louisiana and Texas. Fortune considers its business to be a single operating
segment.

USE OF ESTIMATES

In order to prepare financial statements in conformity with generally
accepted accounting principles, management must make estimates, judgments and
assumptions that affect the reported amounts. Actual results could differ from
those estimates.

CASH EQUIVALENTS

Fortune considers all highly liquid instruments with original maturities
of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Fortune accounts for its oil and gas operations using the full cost
method. Under the full cost method, all costs associated with the acquisition,
exploration and development of oil and gas reserves, including non-productive
costs, are capitalized as incurred. Internal overhead, which is directly
identified with acquisition, exploration and development is capitalized. Such
overhead has not been material through December 31, 1998.

The capitalized costs of oil and gas properties are accumulated in cost
centers on a country-by-country basis and are amortized using the
unit-of-production method based on proved reserves. All of Fortune's properties
are located in the United States. Estimated future development and abandonment
costs are included in the amortization base. Oil and gas property depreciation,
depletion and amortization expense per equivalent Mcf was $1.54, $1.62 and $1.14
for the years ended December 31, 1998, 1997, and 1996, respectively. Capitalized
costs and estimated future development costs associated with unevaluated
properties are excluded from amortization until the quantity of proved reserves
attributable to the property has been determined or impairment has occurred.

Dispositions of oil and gas properties are recorded as adjustments to
capitalized costs, with no gain or loss recognized unless such adjustments would
significantly alter the relationship between capitalized costs and proved
reserves.

The cost of oil and gas properties net of amortization and related
deferred income tax may not exceed an amount equal to the tax-effected net
present value discounted at 10% of proved oil and gas reserves plus the lower of
cost or estimated fair market value of unevaluated properties. To the extent
Fortune's unamortized cost of oil and gas properties exceeded the ceiling
amount, a provision for additional depreciation, depletion and amortization
would be required as an impairment reserve. During 1998 and 1997, Fortune
recorded $1.0 million and $3.7 million of impairments to oil and gas properties,
respectively. See note 2 regarding the 1997 impairments.

Office and other property and equipment are stated at cost. Depreciation
is provided using the straight-line method over the estimated future service
life of the property and equipment.

INCOME TAXES

Fortune utilizes the asset and liability method for recognizing deferred
tax assets and liabilities. Deferred taxes are recognized for future tax
consequences attributable to (1) differences between financial statement basis
of assets and liabilities and their respective tax bases and (2) tax net
operating loss and tax credit carryforwards. The effect on deferred taxes of a
change in tax rates is recognized in income in the period the change occurs.

F-7

DEBT ISSUANCE COSTS

The cost of issuing Fortune's convertible debt is being amortized over the
period that such debt is not convertible, which ends April 30, 1999.

STOCK OPTION PLANS

Prior to January 1, 1996, Fortune accounted for its stock option plans in
accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, ACCOUNTING FOR STOCK ISSUED TO Employees. As such, compensation expense
would be recorded only if the market price of the underlying stock exceeded the
exercise price on the date of grant. On January 1, 1996, Fortune adopted SFAS
No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION. SFAS No. 123 permits entities
to either: 1) recognize as expense over the vesting period the fair value of all
stock-based awards on the date of grant or 2) continue to apply the provisions
of APB Opinion No. 25. Entities who continue to apply APB Opinion No. 25 must
provide pro forma net income and pro forma earnings per share disclosures to
employee stock option grants made after 1994 as if the fair-value-based method
defined in SFAS No. 123 had been applied. Fortune has elected to continue to
apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure
provisions of SFAS No. 123.

COMPUTATION OF NET LOSS PER SHARE

Basic net loss per common share is computed by dividing net loss by the
weighted average number of common shares outstanding. Since the issuance or
conversion of additional securities would have an anti-dilutive effect, diluted
loss per share is the same as basic loss per share.

(2) RESTRICTED CASH AND ZYDECO VENTURE

Under the terms of Fortune's exploration venture agreement with Zydeco
Exploration, Inc., Fortune contributed $4.8 million in cash to the Zydeco
venture during 1995 for payment of certain prior and future lease and seismic
costs incurred by the venture. Fortune's contribution entitled it to a 50%
working interest in all projects generated within the venture's area of
operations. Prior to June 1997, the remaining unspent contribution had been
recorded as restricted cash on Fortune's balance sheet. On June 4, 1997, Fortune
exercised its right under the exploration agreement with Zydeco to have all
unspent capital contributions returned to Fortune. The balance of unspent funds
of $2,154,000 was returned to Fortune in June 1997. Fortune is relieved of any
obligation to pay future costs associated with the projects; however, Fortune's
50% working interest in each project which has not already been farmed out is
subject to a proportionate reduction if Zydeco expends additional funds on such
project.

In connection with requesting the return of unspent venture funds, Fortune
reviewed for impairment its $4.3 million remaining unevaluated investment in the
Zydeco exploration venture properties. The $4.3 million investment included the
value of the Fortune common stock that was issued in 1995 to acquire its
interest in the exploration venture as well as the funds that Fortune has spent
for leases and seismic in the exploration venture. As a result of this
impairment review, Fortune transferred all of its investment in the Zydeco
exploration venture projects to the evaluated property account during 1997.
Consequently, Fortune recorded impairments to oil and gas properties during 1997
of $3.7 million.

(3) SALE OF EAST BAYOU SORREL

On March 31, 1998, Fortune sold its interest in the East Bayou Sorrel
field, Iberville Parish, Louisiana to National Energy Group, Inc. for cash in
the amount of $4,695,000. The properties sold consisted of Fortune's interest in
the Schwing #1 and #2 wells and all of the associated leases, facilities and
interests.

Fortune's interest in the two productive wells at East Bayou Sorrel were
pledged to secure the credit facility with Credit Lyonnais. The total balance
outstanding under the credit facility prior to this sale was $550,000.
Concurrently with closing the sale, Fortune paid down all but $10,000 of the
outstanding balance of the credit facility.

F-8

The Schwing #1 and #2 wells began producing in January 1997 and June 1997,
respectively. Although both wells were shut-in from March 13, 1998 through the
date of the sale to repair production facilities, they accounted for a
significant portion of Fortune's oil and gas revenues during 1997 and proved
reserves as of December 31, 1997. A third well in the field, the Schwing #3,
which was spudded October 9, 1997, was temporarily plugged and abandoned on
March 5, 1998. During 1997 and 1998, Fortune incurred approximately $1 million
to drill and attempt completion of this well as a result of difficult drilling
conditions and mechanical problems. Selected unaudited financial information
attributable to Fortune's interest in the East Bayou Sorrel field as reported in
its 1997 and 1998 financial results is as follows:

Year Ended December 31,
-----------------------
1998 1997
---------- ----------

Production Oil (Bbls) 12,000 55,000
Gas (Mcf) 18,000 78,000

Oil and gas revenues $ 231,000 $1,241,000
Production and operating expense 60,000 205,000
Provision for depletion, depreciation
and amortization 54,000 430,000

As of December 31, 1997
------------------------

Estimated net reserve quantities
of total proved reserves
Oil (Bbls) 152,000
Gas (Mcf) 204,000

This represents 32% and 30% of Fortune's 1997 oil and gas revenues and
production and 23% of proved reserves as of December 31, 1997. Consequently,
Fortune's revenues and cash flow from operations have decreased significantly
since the sale.

Under the full cost method of accounting, dispositions of oil and gas
properties are recorded as adjustments to capitalized costs, with no gain or
loss recognized unless such adjustment would significantly alter the
relationship between capitalized costs and proved reserves. A significant
alteration would not ordinarily be expected to occur for sales involving less
than 25% of the reserve quantities in a given cost center. Because the sale of
East Bayou Sorrel represents less than 25% of Fortune's reserve quantities, the
entire proceeds of $4,695,000 was credited to capitalized oil and gas properties
as of March 31, 1998. Subsequent to charging these proceeds against capitalized
oil and gas property costs, Fortune recorded impairments to oil and gas
properties. Consequently, if Fortune had reported a gain on the sale of this
property, it would have been completely offset by additional impairments to oil
and gas properties.

(4) OIL AND GAS PROPERTIES AND OPERATIONS

Capitalized costs relating to oil and gas producing activities and related
accumulated depletion, depreciation and amortization at December 31, 1998, 1997
and 1996 were as follows:

1998 1997 1996
----------- ------------ ------------

Capitalized costs of oil and gas properties $26,800,000 $ 27,822,000 $ 23,079,000
Less accumulated depletion,
depreciation and amortization (20,422,000) (18,137,000) (12,308,000)
----------- ------------ ------------
$ 6,378,000 $ 9,685,000 $ 10,771,000
=========== ============ ============

F-9

The unproved properties portion of capitalized costs was $2.6 million,
$3.2 million, and $4.9 million in 1998, 1997 and 1996, respectively.

Costs incurred in oil and gas producing activities were as follows:

1998 1997 1996
---------- ---------- ----------

Property acquisition
Unproved............................ $ 437,000 $ 333,000 $ 77,000
Proved.............................. - 368,000 -
Exploration........................... 2,558,000 2,285,000 2,317,000
Development........................... 678,000 1,960,000 838,000
---------- ---------- ----------
$3,673,000 $4,946,000 $3,232,000
========== ========== ==========

The results of operations from oil and gas producing activities for the
years ended December 31, 1998, 1997 and 1996, are as follows:

1998 1997 1996
------------ ------------ ------------

Revenues from oil and gas producing activities:
Sales to unaffiliated parties...................... $ 1,881,000 $ 3,851,000 $ 3,825,000
------------ ------------ ------------
Expenses -
Production and operating.............................. 595,000 1,094,000 1,172,000
Depreciation, depletion and amortization.............. 1,325,000 2,179,000 1,576,000
Impairments to oil and gas properties................. 960,000 3,650,000 -
------------ ------------ ------------

Total expenses........................................ 2,880,000 6,923,000 2,748,000
------------ ------------ ------------

Pretax income (loss) from producing activities........ (999,000) (3,072,000) 1,077,000
Income tax expense.................................... - - -
------------ ------------ ------------
Results of oil and gas producing activities
(excluding corporate overhead and interest costs)... $ (999,000) $ (3,072,000) $ 1,077,000

(5) LONG-TERM DEBT

A summary of long-term debt follows:

December 31,
----------------------------
1998 1997
------------ ------------

Convertible Subordinated Notes due December 31, 2007....... $ 3,225,000 $ 3,225,000
Credit Lyonnais credit facility due July 11, 1999,
including interest at 1.25% over the bank's base rate..... 10,000 550,000
------------ ------------
Total long-term debt....................................... 3,235,000 3,775,000
Less current installments.................................. (10,000) -
------------ ------------
Long-term debt, excluding current installments............. $ 3,225,000 $ 3,775,000
============ ============

During November and December of 1997, Fortune closed a private placement
of 12% Convertible Subordinated Notes due December 31, 2007. An aggregate of
$3,225,000 principal amount of notes was sold, and Fortune received $2,815,000
of proceeds, net of offering expenses and commissions.

The notes are convertible into Fortune's common stock at a conversion
price of $3.00 per share, subject to adjustment. The notes are convertible by
the holders after May 1, 1999, subject to a one-time option by the holders to
convert at a lower conversion price prior to that date in the event that Fortune
sells shares of its common stock at a price below the conversion price. The
notes are redeemable by Fortune after May 1, 1999, at a premium that reduces
monthly from 10% to zero over an 18-month period. Any such premium on redemption
is waived in the event that Fortune's common stock price averages at least $4.50
per share for 30 consecutive trading days. The holders of the notes will be
entitled to receive additional shares upon conversion in the event that
Fortune's common stock price averages less than the conversion price for a
certain period prior to May 1, 1999. If the conversion price were based on the
closing price of the
F-10

stock on March 12, 1999, approximately 9.8 million additional shares would be
issuable upon conversion of the notes. At the time the notes were issued,
Fortune determined the value of the potential adjustments to the conversion
price to be immaterial. The notes are subordinate to all of Fortune's secured
debt, including the credit facility with Credit Lyonnais. The notes bear
interest at a rate of 12% per year, payable quarterly. The costs incurred to
issue the notes is being amortized as additional interest expense over the
18-month period ending May 1, 1999, the first date that the notes are
convertible. As a result of this amortization of issuance costs, the effective
interest rate of the notes over this 18-month period is 21.2%. If the notes were
held to maturity, the effective interest rate over the life of the notes would
be 13.4%.

A portion of the net proceeds of the notes placement was used to refinance
existing debt. On December 5, 1997, Fortune redeemed the remaining outstanding
balance of $1,028,000 of Fortune's debentures due December 31, 1997. In
addition, $315,000 of net proceeds was used to reduce the borrowings under
Fortune's credit facility with Credit Lyonnais.

As discussed in the proceeding paragraph, the remaining balance on the 10
1/2% Convertible Subordinated Debentures was repaid on December 5, 1997. The
debentures bore an effective interest rate of 12.13% and were convertible into
shares of Fortune's common stock at a conversion price of $6.32 per share. On
February 26, 1997, Fortune closed an exchange offer for these debentures which
resulted in $697,000, or $680,000 net of discount, principal amount of
debentures being converted to 218,858 shares of common stock. Fortune also
issued 174,250 common stock warrants to the debentureholders who exchanged their
debentures. The common stock warrants are exercisable for a period of three
years, one-half at $4.00 per share and one-half at $5.00 per share. Furthermore,
Fortune recorded a non-cash debt conversion expense of $316,000 during the first
quarter of 1997. The $316,000 non-cash expense is the difference between the
fair market value of all of the common stock and common stock warrants issued in
the exchange offer and the fair market value of the lower number of common stock
shares that could have been issued upon the conversion of the debentures under
their original terms. For purposes of calculating the non-cash debt conversion
expense, Fortune valued the 218,858 shares of common stock issued in connection
with the exchange offer at $547,502. This value is based on the closing price of
the common stock on the American Stock Exchange on February 26, 1997 of $2.625
per share. Fortune estimated the value of the common stock warrants issued to
the debentureholders at $8,713, or $0.05 per warrant.

On July 11, 1997, Fortune refinanced its bank debt by entering into a $20
million credit facility with Credit Lyonnais New York Branch. The credit
facility is due July 11, 1999, extendable for one year upon mutual consent. On
March 31, 1998, Fortune repaid all but $10,000 of the outstanding balance of the
credit facility with a portion of the proceeds from the sale of East Bayou
Sorrel. Prior to Fortune's sale of the East Bayou Sorrel field, Fortune's
borrowing base was $2 million. The bank has not completed its redetermination of
the borrowing base subsequent to this sale; consequently, Fortune does not know
how much, if any, is currently available for borrowing under this credit
facility. Under the credit facility, once the borrowing base is redetermined,
Fortune may borrow up to a pre-determined borrowing base, for acquisitions and
development projects approved by Credit Lyonnais at either 1.25% above Credit
Lyonnais' base rate or 4% above LIBOR. The credit facility is secured by a
mortgage on all of Fortune's proved oil and gas properties. Fortune is also
required to pay a commitment fee of 0.5% on the unused portion of the borrowing
base. At December 31, 1998, the interest rate on this credit facility was 9%.

Primarily as a result of the lower revenues in 1998 because of lower oil
and gas prices and the sale of East Bayou Sorrel, Fortune was unable to meet the
3 to 1 coverage ratio of cash flow to fixed-charges which is required by the
credit facility for the twelve-month period ended December 31, 1998. Fortune
received a waiver of this covenant from the bank for the period ended December
31, 1998. Fortune will need waivers of this debt covenant in future periods
until operating cash flow increases significantly.

The $10,000 balance on this credit facility matures in 1999.

F-11

(6) INCOME TAXES

No provision for income taxes was required for the years ended December
31, 1998, 1997 and 1996. Deferred taxes consist of the following:

1998 1997
---------- ----------

Deferred tax assets:
Net operating loss carryforwards................. $4,539,000 $4,990,000
Difference in basis of oil and gas properties.... 3,267,000 1,517,000
---------- ----------
7,806,000 6,507,000
Less valuation allowance (100%).................. 7,806,000 6,507,000
---------- ----------
Net deferred taxes............................... $ - $ -
========== ==========

At December 31, 1998, Fortune estimates it had cumulative net operating
loss carryforwards for federal income tax purposes of approximately $13.3
million which, subject to significant restrictions under I.R.C. 382, is
available to offset future federal taxable income, if any. The net operating
losses expire from 2002 through 2013. Fortune also has available IRC Section 29
Tax Credits that may be used to reduce or eliminate federal income tax through
the year 2001. Fortune is uncertain as to the recoverability of the above
deferred tax assets and has therefore applied a 100% valuation allowance.

(7) STOCK OFFERINGS

In December 1996, Fortune received $1.1 million of net proceeds for the
sale of 412,000 shares of common stock at a price of $3.00 per share in a
private placement. In addition, Fortune issued to the acquiring shareholders one
common stock warrant for every two common stock shares acquired. The 206,000
warrants were exercisable for a period of two years at a price of $3.50 per
share. 137,500 of these warrants expired in December 1998 and the remaining
68,500 were extended for one year at an exercise price of $3.625 per warrant.

(8) COMMITMENTS AND CONTINGENCIES

Fortune has an employment agreement with its President and Chief Executive
Officer that provides for an annual salary of $168,000 through the later of May
31, 2000, or six months following notice of non-renewal. The agreement provides
that if employment is terminated for any reason other than cause, death or
disability within two years following a change in control, the CEO is entitled
to receive a lump-sum payment of two year's compensation and all shares of
common stock subject to stock options then held by him without payment of the
exercise price. The agreement also provides for two years of consulting services
upon the completion of the primary term of his contract at 40% of the last
compensation thereunder. The agreement further provides for additional
compensation, in an amount not to exceed his annual salary, based upon certain
increases in the value of Fortune's common stock.

Fortune leases office space under a non-cancelable operating lease. Rental
expense under the office lease for the years ended December 31, 1998, 1997 and
1996 was $89,000, $86,000 and $75,000, respectively.

Minimum future lease payments under the non-cancelable operating leases
are as follows:

Year ending December 31,

1999...................... $ 95,000
2000...................... 95,000
2001...................... 40,000
--------
$230,000
========

F-12

On March 26, 1996, Fortune was served with a lawsuit which had been filed
in the Federal District Court in Delaware by one of the purchasers of Fortune
common stock in an offering in December 1995 under Regulation S of the
Securities Act. Under the terms of the agreement pursuant to which the plaintiff
acquired his shares, he was entitled to receive additional shares of Fortune
stock if the market price fell below a stated level during a specified period
following the 40-day holding period prescribed by Regulation S. Fortune
contested this action, believing that the plaintiff either participated in a
scheme to unlawfully manipulate the market price of the common stock or
benefited from such manipulation by others. On February 3, 1997, the plaintiff
voluntarily dismissed the complaint without prejudice, and the court ordered the
return to Fortune of shares of common stock that Fortune had voluntarily placed
in escrow. Management does not anticipate that the action will be refiled.

On April 16, 1996, Fortune was advised that two other buyers in the same
offering had filed similar suits in Federal District Court in New York. Fortune
responded to the suits, admitting that the stock price declined but alleged that
suspicious trading activity in Fortune stock occurred immediately prior to and
during the time period in which the additional-share allocation was computed.
Fortune believes that it has discovered evidence of active market manipulation
in the common stock by these plaintiffs. Accordingly, it has commenced a
countersuit for damages suffered by Fortune and its shareholders as a result of
these acts and has also received leave of court to add third-party defendants
whose actions furthered this market manipulation. Fortune intends to vigorously
defend plaintiffs' actions and prosecute its own counterclaims. Discovery has
been stayed pending a ruling by the court on a motion filed by one of these
third-party defendants.

(9) RELATED PARTY TRANSACTIONS

The convertible subordinated notes discussed in note 5 were sold under a
placement agreement with J. Robbins Securities, L.L.C., the placement agent. The
placement agent received a ten percent sales commission, a three percent
non-accountable expense allowance, and warrants to purchase 89,583 shares of
common stock. The warrants are exercisable over a five-year period at $3.60 per
share. Barry W. Blank, a beneficial owner of more than five percent of Fortune's
common stock, was managing director for the placement agent at the time of the
offering and marketed substantially the entire private placement. As such, Mr.
Blank earned approximately 50% of the fees and commissions paid to the Placement
Agent for the notes sold by him and 20% of the warrants issued to the placement
agent. A trust established by and, under certain circumstances, for the benefit
of Mr. Blank acquired $500,000 of the notes. Mr. Blank's mother also acquired
$50,000 of notes. Mr. Blank disclaims beneficial ownership of the notes
purchased by his mother. Barry Feiner, a director of Fortune, acted as outside
counsel for the placement agent in connection with the private placement and
earned $32,250 in legal fees from the placement agent. Mr. Feiner's wife
acquired $50,000 in notes for which Mr. Feiner disclaims beneficial ownership.
Mr. Feiner recused himself from voting on all board of director matters
associated with the private placement.

As part of the relocation of its headquarters to Houston, Texas, Fortune
provided Tyrone J. Fairbanks, its President and Chief Executive Officer, with an
incentive relocation package to facilitate his move to Texas. The package
consisted of a payment by Fortune of Mr. Fairbanks' moving expenses, a
non-recourse, unsecured loan in the amount of $80,000 and a secured recourse
loan in the amount of $70,000. The $80,000 loan bears interest at the rate of 6%
per annum, with $20,000 of such loan forgiven in each of four consecutive years
beginning in 1996. As of January 31, 1999, the entire amount of the loan has
been forgiven. The $70,000 loan also bears interest at the rate of 6% per annum,
payable interest only for two years, with $35,000 principal payments due on the
second and third anniversaries of the loan. Mr. Fairbanks had repaid all but
$5,000 of the $70,000 loan as of December 31, 1998. On December 4, 1998, Fortune
granted an extension of the due date of the remaining loan balance to July 1,
1999.

Until his employment by Fortune effective October 16, 1996, Mr. Dean W.
Drulias was a stockholder of and a practicing attorney at the law firm of
Burris, Drulias & Gartenberg, a professional corporation, which served as
counsel to Fortune since its incorporation in May 1987. Mr. Drulias has served
as a director since 1990 and as Secretary since July 1994. During 1996, his firm
billed Fortune a total of $152,000 for legal fees and costs.

On January 22, 1997, Fortune's board of directors appointed Daniel R.
Shaughnessy as a director of Fortune. Mr. Shaughnessy is a petroleum
geophysicist and geologist and is president and owner of Interpretation3, an
integrated 3D geophysical interpretation company which does geological and
geophysical consulting work for Fortune. During 1998, 1997 and 1996, Mr.
Shaughnessy's firm billed Fortune a total of $421,000, $182,000 and $45,000,
respectively, for geological and geophysical consulting.

F-13

Petro-Guard Company, Inc., the operator at Espiritu Santo Bay, is owned by
Dewey A. Stringer III. Mr. Stringer has been a director of Fortune since April
1998. As the operator of Espiritu Santo Bay, Petro-Guard bills Fortune and the
other Espiritu Santo Bay partners their share of the monthly expenditures on the
project. As such, Petro-Guard billed Fortune $1,042,000 of Espiritu Santo Bay
exploration expenditures in 1998.

As compensation to outside directors, Fortune pays directors' fees of
$2,500 per quarter. Inside directors do not receive such compensation.

(10) STOCKHOLDERS' EQUITY

On September 30, 1997 Fortune completed an odd-lot shareholder stock buy
back wherein Fortune offered to buy for $3.00 per share the common stock owned
by shareholders who held fewer than 100 shares of Fortune's common stock.
Fortune initiated the odd-lot buy back to reduce the cost of administering
odd-lot shareholders. As a result, 9,769 shares of Fortune's common stock were
acquired as treasury stock. The treasury stock was cancelled in 1998.

Fortune has two stock option plans only one of which, the 1998 plan, has
options available for grant. The plans cover all officers, directors and
employees of Fortune. The board of directors grants awards upon recommendations
of its compensation committee. There is no performance formula or measure.
Options granted under the plans must be exercised within five years of the date
of grant or they are forfeited.

Fortune follows the intrinsic value method for stock option grants. In
October 1995, the FASB issued Statement of Financial Accounting Standard No.
123, "Accounting for Stock-Based Compensation." Fortune has not adopted the fair
value method for stock-based compensation plans, which is an optional provision
of FAS 123. Accordingly, no compensation expense has been recognized for its
stock based compensation plans. Had compensation cost for Fortune's stock option
plans been determined based upon the methodology prescribed under FAS 123, the
impact on Fortune's reported net loss and loss per share would have been:

Year ended December 31,
-----------------------
1998 1997 1996
----- ----- -----
Impact on net loss:
Increase in net loss (millions) $ 0.5 $ 0.6 $ 0.5
Increase in net loss per share $0.04 $0.05 $0.05

The fair value on the date of grant of the options granted during 1998 is
estimated as $0.68 per common stock option using the Black-Scholes
option-pricing model. Fortune used the following assumptions to calculate the
fair value of options granted and the impact on its net loss and net loss per
share based upon the methodology prescribed under FAS 123:

Year ended December 31,
-----------------------
1998 1997 1996
----- ----- -----
Assumptions:
Dividend yield 0% 0% 0%
Volatility 65% 65% 65%
Risk-free interest rate 5.7% 6.3% 6.14%
Forfeiture rate 5% 5% 5%
Expected life (years) 2.5 2.5 2.5

F-14

Common stock option transactions were:

Weighted Average
Number of Exercise Price
Options Exercisable of Options
------------------- ----------------

Balance, December 31, 1995....... 492,269 $2.75
Granted.......................... 505,000 3.07
Exercised........................ (46,150) 2.47
Forfeited........................ (16,410) 2.75
--------- -----
Balance, December 31, 1996....... 934,709 2.93
Granted.......................... 595,000 2.80
Exercised........................ (6,400) 2.75
Forfeited........................ (20,411) 2.74
--------- -----
Balance, December 31, 1997....... 1,502,898 2.96
Granted.......................... 757,500 1.57
Exercised........................ (1,200) 1.56
Forfeited........................ (115,975) 2.96
--------- -----
Balance, December 31, 1998....... 2,143,223 $2.47
========= =====

The above table includes 80,000 common stock warrants which were issued to
employees in 1995 and 1996 in lieu of common stock options.

All options are immediately exercisable upon grant. At December 31, 1998,
Fortune had 1,213,467 common stock options available for grant during 1999 under
the 1998 Stock Option Plan.

The following table summarizes information concerning currently
outstanding and exercisable options and warrants issued in lieu of options:

Options Outstanding and Exercisable
----------------------------------------
Weighted
Average Weighted
Range of Remaining Average
Exercise Number Contractual Exercise
Price Outstanding Life Price
-------------- ----------- ----------- ---------

$1.50 to $3.25 2,143,223 2.6 years $2.47

F-15

At December 31, 1998 Fortune's outstanding common stock purchase warrants
consisted of (b):

Number of Warrants Exercise Price Expiration Date
------------------ -------------- ---------------

100,000 $ 3.50 3/31/99
50,000 $ 4.00 5/19/99
75,000 $ 2.82 8/29/99
1,779,713 (a) $ 2.61 9/28/99
87,125 $ 4.00 12/2/99
87,125 $ 5.00 12/2/99
31,000 $ 3.63 12/3/99
37,500 $ 3.63 12/5/99
35,000 $ 2.75 1/06/00
27,600 $ 3.19 2/25/00
685,000 $ 4.75 5/12/00
400,000 $ 2.40 6/25/00
100,000 $ 4.75 8/01/00
60,000 $ 3.63 9/06/00
80,000 $ 1.03 8/21/01
20,000 $ 2.44 8/29/01
10,000 $ 2.44 9/06/01
17,917 $ 3.60 11/30/02
---------
3,682,980
=========

- -------------
(a) Warrants permit the holders to purchase 2,558,337 total shares of common
stock.
(b) Table excludes warrants that have been issued to employees in lieu of
stock options.

On April 15, 1998, Fortune closed a voluntary offer to exchange its
1,917,000 publicly traded common stock warrants and 63,000 private warrants for
new private warrants. These old warrants would have expired September 28, 1998.
1,779,713 old warrants were tendered and accepted by Fortune, representing 93%
of the outstanding public warrants. An additional 3,000 public warrants were
exercised by warrantholders during the exchange offer period. The new private
warrants which expire September 28, 1999 will not be listed for trading, are
restricted from transfer and do not contain the same anti-dilution provisions as
the public warrants. Otherwise, the new private warrants are similar to the old
warrants. Fortune did not receive any proceeds as a result of this exchange
offer, but incurred $59,000 of offering expense that was charged to
stockholders' equity in 1998. The old warrants that were not exchanged expired
on September 28, 1998.

In May 1998, Fortune repurchased 515,000 of its then outstanding private
common stock warrants for $0.10 per warrant. The warrants were exercisable at
$4.75 per share and would have expired April 2000. The purchase price was
charged to stockholders' equity.

(11) MAJOR CUSTOMERS AND PRODUCTION CONCENTRATION

Fortune routinely sells over 10% of its oil and gas revenues to single
customers. The following table shows the percentage of oil and gas revenues to
each customer who exceeded 10% of total such revenues during 1998, 1997 and
1996:

1998 1997 1996
---- ---- ----

Largest customer 29% 27% 34%
Next largest customer 14% 25% 16%
Next largest customer 11% 11% 14%
Next largest customer 10% 12%
---- ---- ----
Total sold to all customers who exceed 10% 64% 63% 76%
==== ==== ====

F-16

Approximately 40% of Fortune's oil and gas revenues, cash flow, and proved
oil and gas reserves are currently accounted for by a single well at South
Timbalier Block 76. This well was shut-in for repairs for one month in 1997 and
for over two months during 1996 as the result of mechanical failures. A
significant curtailment or loss of production for a prolonged period before we
could replace the reserves through new discoveries or acquisitions would have a
material adverse effect on our projected operating results and financial
condition.

(12) FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash and cash equivalents, accounts receivable,
accounts payable, debt and other financial assets and liabilities approximate
their fair value.

(13) RETIREMENT PLAN

During 1996, Fortune adopted the Fortune Natural Resources Corporation
401(k) Profit Sharing Plan for its eligible employees. Under the plan, eligible
employees are permitted to make salary deferrals of up to 15% of their annual
compensation, subject to Internal Revenue Service limitations. Salary deferrals
will be matched 50% by Fortune, subject to IRS limitations, and are 100% vested
after two years of service with the company. Salary deferrals are 100% vested at
all times. Fortune makes its matching contribution in shares of Fortune common
stock. Fortune does not make profit sharing contributions to the plan. For the
1998, 1997 and 1996 plan years, Fortune's matching contribution liability was
$24,000, $24,000 and $14,000, respectively.

(14) UNAUDITED OIL AND GAS PRODUCINGACTIVITIES AND OIL AND GAS COST INFORMATION

All of Fortune's reserves are located within the United States. Proved
reserves represent estimated quantities of oil and gas which geological and
engineering data demonstrate to be reasonably certain to be recoverable in the
future from known reservoirs under existing economic and operating conditions.
Proved developed oil and gas reserves are reserves that can be expected to be
recovered through existing wells using existing equipment and operating methods.

For the years ended December 31, 1998, 1997 and 1996, the oil and gas
reserve estimates were determined by Huddleston & Co., Inc., Houston, Texas
independent petroleum engineers, in accordance with guidelines established by
the Securities and Exchange Commission. Such estimates are subject to numerous
uncertainties inherent in the estimation of proved reserves and in the
projection of future production, prices and costs. The future cash inflow, as
reflected in the "Standardized Measure of Discounted Future Net Cash Flows
Relating to Proved Oil and Gas Reserves", determined from such reserve data are
estimates only. They should not be construed to be the current market values of
Fortune's oil and gas reserves or the costs that would be incurred to obtain
equivalent reserves.

F-17

CHANGES IN ESTIMATED RESERVE QUANTITIES

Fortune's net interests in estimated quantities of proved developed and
undeveloped reserves of oil and gas at December 31, 1998, 1997, and 1996, and
changes in such quantities during the years then ended were as follows:

Oil (MBbls)
--------------------------
1998 1997 1996
------ ------ ------

BEGINNING OF PERIOD................. 257 249 347

Revisions of previous estimates... 16 (1) 6
Extensions and discoveries........ 15 88 106
Production........................ (42) (87) (57)
Purchase of minerals in place..... - 13 -
Sales of minerals in place........ (140) (5) (153)
------ ------ ------
END OF PERIOD....................... 106 257 249
====== ====== ======
Proved developed reserves
Beginning of period.............. 198 160 324
====== ====== ======

End of period.................... 47 198 160
====== ====== ======

Gas (Mmcf)
--------------------------
1998 1997 1996
------ ------ ------

BEGINNING OF PERIOD................. 3,217 3,481 5,938
Revisions of previous estimates... 306 431 (753)
Extensions and discoveries........ 354 187 85
Production........................ (609) (821) (1,038)
Purchase of minerals in place..... - 11 -
Sales of minerals in place........ (186) (72) (751)
------ ------ ------

END OF PERIOD....................... 3,082 3,217 3,481
====== ====== ======

Proved developed reserves
Beginning of period............. 1,548 1,749 4,686
====== ====== ======

End of period .................. 1,413 1,548 1,749
====== ====== ======

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO
PROVED OIL AND GAS RESERVES

The following information has been developed utilizing procedures
prescribed by Statement of Financial Accounting Standards No. 69 "Disclosures
about Oil and Gas Producing Activities" and based on oil and gas reserve and
production volumes determined by Fortune's reserve engineers. It may be useful
for certain comparative purposes, but should not be solely relied upon in
evaluating Fortune or its performance. Further, information contained in the
following table should not be considered as representative of realistic
assessments of future cash flows, nor should the Standardized Measure of
Discounted Future Net Cash Flows be viewed as representative of the current
value of Fortune.

F-18

Fortune believes that the following factors should be taken into account
in reviewing this information:

o future costs and selling prices will probably differ from those required
to be used in these calculations;

o due to future market conditions and governmental regulations, actual rates
of production in future years may vary significantly from the rate of
production assumed in the calculations;

o selection of a 10% discount rate is arbitrary and may not be reasonable as
a measure of the relative risk inherent in realizing future net oil and
gas revenues; and

o future net revenues may be subject to different rates of income taxation.

Under the standardized measure, future cash inflows were estimated by
applying period-end oil and gas prices adjusted for fixed and determinable
escalations to the estimated future production of period-end proved reserves.
Future cash inflows were reduced by estimated future development, abandonment
and production costs based on period-end costs in order to arrive at net cash
flow before tax. Future income tax expense has been computed by applying
period-end statutory tax rates to aggregate future pre-tax net cash flows,
reduced by the tax basis of the properties involved and tax carryforwards. SFAS
No. 69 requires use of a 10% discount rate.

Management does not rely solely upon the following information in making
investment and operating decisions. Such decisions are based upon a wide range
of factors, including estimates of probable as well as proved reserves and
varying price and cost assumptions considered more representative of a range of
possible economic conditions that may be anticipated.

The standardized measure of discounted future net cash flows relating to
proved oil and gas reserves is as follows:

1998 1997 1996
-------- -------- --------
(in thousands)

Future cash inflows..................... $ 8,709 $ 12,717 $ 19,751
Future costs:
Production........................... (2,807) (3,346) (4,026)
Development.......................... (917) (961) (1,613)
-------- -------- --------

Future net inflows before income taxes.. 4,985 8,410 14,112
Future income taxes..................... - - -
-------- -------- --------
Future net cash flows................... 4,985 8,410 14,112
10% discount factor..................... (1,458) (1,907) (3,292)
-------- -------- --------
Standardized measure of
discounted net cash flows............. $ 3,527 $ 6,503 $ 10,820
======== ======== ========

The average prices received by Fortune at year end 1998, 1997 and 1996 and
used in determining year end proved reserves were as follows:

1998 1997 1996
------ ------ ------

Oil - $/Bbl $ 9.85 $16.90 $22.79
Gas - $/Mcf $ 2.25 $ 2.60 $ 4.04

As of March 4, 1999, Fortune was receiving an average of approximately
$1.70 per Mcf for its gas production and $11.00 per Bbl for its oil production.
The current gas prices represent a decline from December 1998 prices.

F-19

CHANGES IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS
FROM PROVEN RESERVE QUANTITIES

A summary of the changes in the standardized measure of discounted future
net cash flows applicable to proved oil and gas reserves is as follows:

1998 1997 1996
-------- -------- --------
(in thousands)

Standardized Measure:
Beginning of period.................................. $ 6,503 $ 10,820 $ 8,942
Increases (decreases):
Sales and transfers, net of production costs......... (1,286) (2,757) (2,653)
Extensions and discoveries........................... 541 1,571 1,532
Net change in sales and transfer prices,
net of production costs............................ (964) (4,643) 5,233
Changes in estimated future development costs........ - 245 (332)
Development costs incurred during the period......... - 400 -
Revisions of quantity estimates...................... 418 630 (1,473)
Accretion of discount................................ 650 1,082 894
Purchases of reserves in place....................... - 191 -
Sales of reserves in place........................... (1,870) (199) (1,612)
Changes in timing of production and other........... (465) (837) 289
-------- -------- --------
Standardized Measure:
End of period........................................ $ 3,527 $ 6,503 $ 10,820
======== ======== ========

F-20

FORTUNE NATURAL RESOURCES CORPORATION
BALANCE SHEETS

ASSETS

June 30, December 31,
1999 1998
------------ ------------
(Unaudited) (Audited)

CURRENT ASSETS:
Cash and cash equivalents ................................ $ 637,000 $ 1,452,000
Accounts receivable ...................................... 283,000 361,000
Prepaid expenses ......................................... 47,000 74,000
------------ ------------
Total Current Assets .................................. 967,000 1,887,000
------------ ------------
PROPERTY AND EQUIPMENT:
Oil and gas properties, accounted for
using the full cost method ............................. 27,109,000 26,800,000
Office and other ......................................... 384,000 384,000
------------ ------------
27,493,000 27,184,000
Less--accumulated depletion, depreciation
and amortization........................................ (21,168,000) (20,728,000)
------------ ------------
6,325,000 6,456,000
------------ ------------
OTHER ASSETS:
Deposits and other ....................................... 51,000 51,000
Debt issuance costs (net of accumulated amortization of
$347,000 at December 31, 1998) ......................... - 98,000
------------ ------------
51,000 149,000
------------ ------------
TOTAL ASSETS ................................................ $ 7,343,000 $ 8,492,000
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

June 30, December 31,
1999 1998
------------ ------------
(Unaudited) (Audited)

CURRENT LIABILITIES:
Current portion of long-term debt ........................ $ 10,000 $ 10,000
Accounts payable ......................................... 61,000 93,000
Accrued expenses ......................................... 87,000 351,000
Royalties and working interests payable .................. - 12,000
Accrued interest ......................................... 97,000 97,000
------------ ------------
Total Current Liabilities ............................. 255,000 563,000
------------ ------------

LONG-TERM DEBT .............................................. 3,225,000 3,225,000
------------ ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value:
Authorized--2,000,000 shares
Issued and outstanding--None .......................... - -
Common stock, $.01 par value :
Authorized--40,000,000 shares
Issued and outstanding 12,196,811 and 12,134,675 at
June 30, 1999 and December 31, 1998, respectively ..... 122,000 121,000
Capital in excess of par value ........................... 30,273,000 30,171,000
Accumulated deficit ...................................... (26,532,000) (25,588,000)
------------ ------------
NET STOCKHOLDERS' EQUITY .................................... 3,863,000 4,704,000
------------ ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................. $ 7,343,000 $ 8,492,000
============ ============

See accompanying notes to financial statements

F-21

FORTUNE NATURAL RESOURCES CORPORATION
STATEMENTS OF OPERATIONS

For the Six Months Ended
---------------------------
June 30, June 30,
1999 1998
------------ ------------
(Unaudited)

REVENUES
Sales of oil and gas, net of royalties ............... $ 676,000 $ 1,123,000
Other income ......................................... 24,000 76,000
------------ ------------
700,000 1,199,000
------------ ------------
COSTS AND EXPENSES
Production and operating ............................. 202,000 359,000
Provision for depletion, depreciation
and amortization..................................... 440,000 830,000
Impairment to oil and gas properties ................. - 260,000
General and administrative ........................... 648,000 813,000
Note restructuring cost .............................. 61,000 -
Interest paid in cash ................................ 194,000 209,000
Interest - amortization of deferred financing cost ... 99,000 192,000
------------ ------------
1,644,000 2,663,000
------------ ------------
LOSS BEFORE INCOME TAXES ................................ (944,000) (1,464,000)
PROVISION FOR INCOME TAXES .............................. - -
------------ ------------
NET LOSS ................................................ $ (944,000) $ (1,464,000)
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ............. 12,165,835 12,127,877
============ ============
NET LOSS PER COMMON SHARE (BASIC AND DILUTED) ........... $ (0.08) $ (0.12)
============ ============

See accompanying notes to financial statements.

F-22

FORTUNE NATURAL RESOURCES CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1998
AND THE SIX MONTHS ENDED JUNE 30, 1999

Common Stock Capital in Stock-
---------------------- Excess of Treasury Accumulated holders'
Shares Amount Par Value Stock Deficit Equity
---------- --------- ----------- -------- ------------ -----------

BALANCE, December 31, 1997 ......... 12,118,982 $ 121,000 $30,283,000 $(38,000) $(22,313,000) $ 8,053,000

Common stock issued for
exercise of warrants ............ 5,512 - 13,000 - - 13,000
Common stock contributed to
401(k) Plan ..................... 10,185 - 24,000 - - 24,000
Cancellation of treasury stock ..... - - (38,000) 38,000 - -
Voluntary exchange of public
warrants for private warrants.... - - (59,000) - - (59,000)
Repurchase of outstanding
private warrants ................ - - (52,000) - - (52,000)
Common stock returned to treasury... (4) - - - - -
Net loss ........................... - - - - (3,275,000) (3,275,000)
---------- --------- ----------- -------- ------------ -----------
BALANCE, December 31, 1998 ......... 12,134,675 $ 121,000 $30,171,000 $ - $(25,588,000) $ 4,704,000
========== ========= =========== ======== ============ ===========
Common stock contributed to
401(k) Plan ..................... 22,137 - 29,000 - - 29,000
Warrants issued for
note restructuring .............. - - 61,000 - - 61,000
Common stock issued for
directors' fees ................. 40,000 1,000 12,000 - - 13,000
Common stock returned to treasury... (1) - - - - -
Net loss............................ - - - - (944,000) (944,000)
---------- --------- ----------- -------- ------------ -----------
BALANCE, June 30, 1999
(Unaudited) ..................... 12,196,811 $ 122,000 $30,273,000 $ - $(26,532,000) $ 3,863,000
========== ========= =========== ======== ============ ===========

See accompanying notes to financial statements.

F-23

FORTUNE NATURAL RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS

For the Six Months Ended
-------------------------
June 30, June 30,
1999 1998
----------- -----------
(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ..................................................... $ (944,000) $(1,464,000)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depletion, depreciation and amortization .................. 440,000 830,000
Non-cash compensation expense ............................. 20,000 20,000
Common stock issued for directors' fees ................... 13,000 -
Amortization of deferred financing cost ................... 99,000 192,000
Impairment of oil and gas assets .......................... - 260,000
Note restructuring cost ................................... 61,000 -
Changes in assets and liabilities:
Accounts receivable ....................................... 78,000 72,000
Prepaids .................................................. 27,000 (99,000)
Accounts payable and accrued expenses ..................... (296,000) (231,000)
Royalties and working interest payable .................... (12,000) (25,000)
Accrued interest .......................................... - (76,000)
Other ..................................................... 8,000 23,000
----------- -----------
Net cash used in operating activities ........................ (506,000) (498,000)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for oil and gas properties ...................... (309,000) (1,711,000)
Proceeds from sale of properties and equipment ............... - 4,695,000
Expenditures for other property and equipment and other assets - 17,000
----------- -----------
Net cash provided by (used in) investing activities .......... (309,000) 3,001,000
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long term debt .................................. - (540,000)
Proceeds from issuance of common stock ....................... - 11,000
Expenditures for debenture exchange and other offerings....... - (59,000)
Repurchase of private warrants ............................... - (52,000)
----------- -----------
Net cash used in financing activities ........................ - (640,000)
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS .......................................... (815,000) 1,863,000

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .................. 1,452,000 1,667,000
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD ........................ $ 637,000 $ 3,530,000
=========== ===========

Supplemental information:
Interest paid in cash ........................................ $ 194,000 $ 209,000
Non-cash transactions
Common stock issued for 401(k) Plan contribution ............. 29,000 24,000
Common stock issued for directors' fees ...................... 13,000 -

See accompanying notes to financial statements

F-24

FORTUNE NATURAL RESOURCES CORPORATION

NOTES TO FINANCIAL STATEMENTS
June 30, 1999

(1) LINE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AND PROCEDURES

The condensed financial statements at June 30, 1999, and for the periods
then ended included herein have been prepared by Fortune Natural Resources
Corporation, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. However, Fortune believes that the disclosures are
adequate to make the information presented not misleading. These condensed
financial statements should be read in conjunction with the financial statements
and the notes thereto included in Fortune's latest annual report on Form 10-K.
Certain reclassifications have been made to prior period amounts to conform to
presentation in the current period. In Fortune's opinion, the financial
statements reflect all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly its financial position for the dates
presented and the results of its operations and its cash flows for the periods
presented. The results of the operations for these interim periods are not
necessarily indicative of the results for the full year.

(2) LONG-TERM DEBT

At June 30, 1999, a summary of long-term debt is as follows:

June 30, December 31,
1999 1998
------------ ------------
Convertible Subordinated Notes due
December 31, 2007...................... $ 3,225,000 $ 3,225,000

Credit Lyonnais credit facility due
January 11, 2000....................... 10,000 10,000

Total long-term debt..................... 3,235,000 3,235,000
Less current installments................ (10,000) (10,000)
------------ ------------

Long-term debt, excluding
current installments................... $ 3,225,000 $ 3,225,000
============ ============

In March 1999, noteholders representing $2,295,000 principle amount of the
Convertible Subordinated Notes agreed to amend the conversion price of their
notes. As a result, the amended notes are convertible into Fortune's common
stock at a conversion price of $0.75 per share, subject to adjustment for
certain recapitalizations or dividends of Fortune. The remaining $930,000
principal amount of notes are convertible into Fortune's common stock at a
conversion price of approximately $0.33 per share, subject to adjustment for
certain recapitalizations or dividends of Fortune. As of May 1, 1999, all notes
are convertible by the holders and/or redeemable by Fortune. The notes are
redeemable by Fortune at a premium that reduces monthly from 10% to zero from
May 1999 to November 2000. Any such premium on redemption is waived if Fortune's
common stock price averages at least $4.50 per share for 30 consecutive trading
days. The notes are subordinate to all of Fortune's secured debt, including the
credit facility with Credit Lyonnais. The notes bear interest at a rate of 12%
per year, payable quarterly. The cost incurred to issue the original notes has
been amortized as additional interest expense over the 18-month period ended May
1, 1999, the first date that the notes were convertible. As a result of this
amortization of issuance costs, the effective interest rate of the notes over
this 18-month period was 21.2%. If the notes are held to maturity, the effective
interest rate to maturity will be 13.4%.

For agreeing to amend their conversion price, the amending noteholders
received one three-year warrant, exercisable at $1 each, for each share into
which each of their notes is now convertible. Fortune valued this warrant at
$0.02 per warrant and expensed the value of all such warrants during the first
quarter of 1999 as note restructuring cost.

F-25

Fortune's $20 million credit facility with Credit Lyonnais New York Branch
was to expire July 11, 1999; however, it has been extended to January 11, 2000.
Upon mutual consent, it is extendable through July 11, 2000. On March 31, 1998,
Fortune repaid all but $10,000 of the outstanding balance of the credit facility
with a portion of the proceeds from the sale of East Bayou Sorrel. (See note 6).
Prior to its sale of the East Bayou Sorrel field, Fortune's borrowing base was
$2 million. The bank has not redetermined the borrowing base subsequent to this
sale; consequently Fortune does not know how much, if any, is currently
available for borrowing under this credit facility. Once the borrowing base is
redetermined, Fortune may borrow up to that amount for acquisitions and
development projects approved by Credit Lyonnais at either 1.25% above Credit
Lyonnais' base rate or 4% above LIBOR. The credit facility is secured by a
mortgage on all of Fortune's existing proved oil and gas properties. Fortune is
also required to pay a commitment fee of 0.5% on the unused portion, if any, of
the borrowing base.

Primarily as a result of the lower revenues after the sale of East Bayou
Sorrel, Fortune was unable to meet the 3 to 1 coverage ratio of cash flow to
fixed-charges which is required by the credit facility for the twelve-months
period ended June 30, 1999. Fortune has requested a waiver of this covenant from
the bank for the period ended June 30, 1999.

The $10,000 balance on the credit facility matures December 31, 1999.

(3) INCOME TAX EXPENSE

No provision for income taxes was required for the six months ended June
30, 1999.

At June 30, 1999, Fortune estimates it had cumulative net operating loss
carryforwards for federal income tax purposes of approximately $14 million which
are significantly restricted under IRC Section 382. These carryforwards are
available to offset future federal taxable income, if any, with various
expirations through 2014. Fortune also has net operating loss carryforwards in
certain states, including California, New Mexico and Texas, with various
expiration dates and restrictions. Fortune is uncertain as to the recoverability
of these deferred tax assets and has therefore applied a 100% valuation
allowance.

Fortune has available IRC Section 29 Tax Credits that may be used to
reduce or eliminate any corporate taxable income in future years. It is
uncertain at this time to what extent Fortune will be able to utilize these
federal tax credits, as their utilization is dependent upon the amount, if any,
of future federal income tax incurred, after application of the company's net
operating loss carryforwards.

(4) LEGAL PROCEEDINGS

There are no material pending legal proceedings involving any of Fortune's
properties or which involve a claim for damages which exceed 10% of the
company's current assets.

On April 16, 1996, Fortune was served with two lawsuits which had been
filed in the Federal District Court in New York by purchasers of Fortune common
stock in an offering in December 1995 under Regulation S. Under the terms of the
subscription agreement pursuant to which the plaintiffs acquired their shares,
each was entitled to receive additional shares of Fortune common stock if the
market price fell below a stated level during a specified period following the
40-day holding period prescribed by Regulation S. Fortune responded to the
suits, admitting that the stock price declined but alleged that suspicious
trading activity in Fortune stock occurred immediately prior to and during the
time period in which the additional-share allocation was computed. Fortune
believes that it has discovered evidence of active market manipulation in the
common stock by these plaintiffs; accordingly, it has commenced a countersuit
for damages suffered by Fortune and its shareholders as a result of these acts
and has also added certain third-party defendants whose actions furthered this
market manipulation. Fortune intends to continue to vigorously defend
plaintiffs' actions and prosecute its own counterclaims. Discovery is proceeding
on this matter.

(5) COMPUTATION OF LOSS PER SHARE

Basic net loss per common share is computed by dividing net loss by the
weighted average number of common shares outstanding. Diluted earnings per
common share are not presented, since the issuance or conversion of additional
securities would have an antidilutive effect.

F-26

(6) SALE OF EAST BAYOU SORREL

Six Months Ended
June 30, 1998
----------------
(unaudited)

Production
Oil (Bbls) 12,000
Gas (Mcf) 18,000

Oil and gas revenues $231,000
Production and operating expense 60,000
Provision for depletion, depreciation
and amortization 54,000

This represented 32% and 30% of Fortune's oil and gas revenues and
production for the first half of 1998. Consequently, Fortune's revenues and cash
flow from operations have decreased significantly since the sale.

Because the sale of East Bayou Sorrel represented less than 25% of
Fortune's reserve quantities, the entire proceeds of $4,695,000 was credited to
capitalized oil and gas properties as of March 31, 1998.

F-27

====================================== ======================================

UNTIL NOVEMBER __, 1999, ALL DEALERS
THAT EFFECT TRANSACTIONS IN THESE
SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY
BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE DEALERS'
OBLIGATION TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS $930,000
AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENT OR SUBSCRIPTIONS.

-----------------------------------
12% CONVERTIBLE
SUBORDINATED NOTES
TABLE OF CONTENTS DUE
Page DECEMBER 31, 2007

Prospectus Summary 2
Risk Factors 5
Dividend Policy 10
Use of Proceeds 10
Price Range of Securities 11
Selected Financial and
Operating Data 12
Management's Discussion and
Analysis of Financial Condition FORTUNE NATURAL
And Results of Operations 13 RESOURCES CORPORATION
Business and Properties 24
Management 36
Certain Relationships and Related --------------
Transactions 39
Principal Stockholders 41 PROSPECTUS
The Selling Holders 43
Description of the Notes 44 --------------
Description of Securities 49
Certain Federal Income
Tax Considerations 51
Plan of Distribution 53
Legal Matters 54
Experts 54 SEPTEMBER __, 1999
Available Information 55
Glossary of Oil and Gas Terms 56
Index to Financial Statements F-1

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

====================================== ======================================

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The Registrant estimates that expenses in connection with the offering
described in the Registration Statement will be as follows:

Securities and Exchange Commission Registration Fee $ 638
Accountants' Fees and Expenses $ 5,000
Legal Fees and Expenses $ 300
American Stock Exchange Fees $ 17,500
Printing and Engraving Expenses $ -
Miscellaneous $ 562
--------
$ 24,000
========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law permits the
indemnification of officers, directors, employees and agents of Delaware
corporations. The Certificate of Incorporation and Bylaws of the Company provide
that the corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware as it may be amended from
time to time, indemnify and hold harmless each person who was or is a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
whom he or she is a legal representative, is or was a director or officer of the
Company or is or was serving at the request of the Company as director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action or inaction in an
official capacity or in any other capacity while serving as a director, officer,
employee or agent, against all costs, charges, expenses, liabilities and losses
(including attorney's fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith, and such indemnification shall continue as
to persons who have ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators.

ITEM 16. EXHIBITS

Number Description
------ -----------

4.1 Warrant Agreement by and between Registrant.

4.2 Form of Warrant Certificate (filed as Exhibit 4.2 to Registrant's
Registration Statement on Form S-2 (333-45469) and incorporated herein
by reference)

4.3 Form of Note between Registrant and holders of Convertible Subordinated
Notes due December 31, 2007 (filed as Exhibit 4.1 to Registrant's
Quarterly Report Form 10-Q for the quarter ended September 30, 1997 and
incorporated herein by reference)

4.4 Form of Placement Agent Warrant Agreement between Registrant
and J. Robbins Securities, L.L.C. (filed as Exhibit 4.2 to
Registrant's Quarterly Report Form 10-Q for the quarter
ended September 30, 1997 and incorporated herein by
reference)

4.5 Shareholder Rights Plan of Registrant dated March 21, 1997 (filed as
Exhibit 4.1 to Registrant's Form 10-Q for the quarter ended June 30,
1997 and incorporated herein by reference)

4.6 Form of Exchange Warrant exercisable at $4.00 per share (filed as
Exhibit 4.2 to Registrant's Registration Statement on Form S-2
(333-00087) and incorporated herein by reference)

4.7 Form of Exchange Warrant exercisable at $5.00 per share (filed as
Exhibit 4.3 to Registrant's Registration Statement on Form S-2
(333-00087) and incorporated herein by reference)

4.8 Form of Co-Conversion Agent warrant exercisable at $3.4965 per share
(filed as Exhibit 4.4 to Registrant's registration Statement on Form
S-2 (333-00087) and incorporated herein by reference)

4.9 Form of Warrant Agreement between Registrant and U.S. Stock
Transfer Corporation (incorporated by reference to
Registrant's Registration Statement on Form SB-2,
Registration No. 33-88452)

II-1

4.10 Form of Amended Note between Registrant and holders of amended
Convertible Subordinated Notes due December 31, 2007 (filed as Exhibit
4.10 to Registrant's Registration Statement on Form S-2 (333-75715) and
incorporated herein by reference)

4.11 Form of Warrant exercisable at $1.00 per share between Registrant and
holders of amended Convertible Subordinated Notes due December 31, 2007
(filed as Exhibit 4.11 to Registrant's Registration Statement on Form
S-2 (333-75715) and incorporated herein by reference)

5.1** Opinion of Mr. Dean W. Drulias, General Counsel of the Registrant,
regarding legality of securities.

10.1 Amendment dated November 3, 1997 to Credit Agreement between Registrant
and Credit Lyonnais New York Branch and Certain Lenders (filed as
Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended September
30, 1997 and incorporated herein by reference)

10.2 Participation Agreement by and between Registrant and Smith Management
Company, Inc. et al. to acquire a 12.5% working interest in Espiritu
Santo Bay (filed as Exhibit 10.1 to Registrant's Registration Statement
on Form S-2 (333-22599) and incorporated herein by reference)

10.3 Credit Agreement between Registrant and Credit Lyonnais New York Branch
and Certain Lenders dated July 11, 1997 (filed as Exhibit 10.1 to
Registrant's Form 10-Q for the quarter ended June 30, 1997 and
incorporated herein by reference)

10.4 Employment Agreement dated June 1, 1997 by and between Registrant and
Tyrone J. Fairbanks (filed as Exhibit 10.2 to Registrant's Form 10-Q
for the quarter ended June 30, 1997 and incorporated herein by
reference)

10.5 Employment Agreement dated August 1, 1996 by and between Registrant and
Dean W. Drulias (filed as Exhibit 10.2 to Registrant's Registration
Statement on Form S-2 (333-22599) and incorporated herein by reference)

10.6 1993 Stock Option Plan (filed as an Exhibit to Registrant's
Registration Statement on Form SB-2 (33-64600) and incorporated herein
by reference)

10.7 1988 Stock Option Plan (filed as Exhibit 10.8 to Registrant's
Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1
(33-49190) and incorporated herein by reference)

10.8 1998 Stock Option Plan (filed as Exhibit 10.8 to Registrant's Form 10-K
for the year ended December 31, 1997 and incorporated herein by
reference)

10.9 Lease Agreement for 515 W. Greens Road, Houston, Texas 77067 (filed as
Exhibit 10.3 to Registrant's Form 10-KSB for the year ended December
31, 1995 and incorporated herein by reference)

10.10 Sublease Agreement with Animation Magazine (filed as Exhibit 10.4 to
Registrant's Form 10-KSB for the year ended December 31, 1995 and
incorporated herein by reference)

10.11 Fairbanks Loan Documents (filed as Exhibit 10.5 to the Registrant's
Form 10-KSB for the year ended December 31, 1995 and incorporated
herein by reference)

10.12 Agreement dated December 8, 1995, between Whitechappel Management Ltd.
and Registrant to act as distributor of the Common Stock under
Regulation S (filed as Exhibit 10.1 to Registrant's Current Report on
Form 8-K dated December 26, 1995, and incorporated herein by reference)

10.13 Regulation S Subscription Agreements and related Joint Escrow
Instructions for the sale of 627,450 shares of Common Stock (filed as
Exhibit 10.2 to Registrant's Current Report on Form 8-K dated December
26, 1995, and incorporated herein by reference)

II-2

10.14 Offshore Securities Subscription Agreements and related Joint Escrow
Instructions for the sale of 602,897 shares of Common Stock (filed as
Exhibit 10.3 to the Registrant's Current Report on Form 8-K dated
December 26, 1995, and incorporated herein by reference)

10.15 ** Form of Option Exercise Grant and Extension Agreement between all
executives and directors and Registrant

23.1 ** Consent of KPMG LLP

23.2 ** Consent of Huddleston & Co., Inc.

23.4 ** Consent of Mr. Dean W. Drulias (included in Exhibit 5.1).

** Filed herewith.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file during any period in which offers or sales are being made, a
post effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post
effective amendment thereof) which, individually or in the aggregate
represent fundamental change in the information set forth in the
registration statement;

(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(5) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(6) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering there.

II-3

(7) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer of controlling person of the registrant in the
successful defense of any action, suit of proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by a controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly authorized this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on September 2, 1999.

FORTUNE NATURAL RESOURCES CORPORATION

By: /s/ Tyrone J. Fairbanks
----------------------------------------
Tyrone J. Fairbanks
PRESIDENT AND CHIEF EXECUTIVE OFFICER

By: /s/ J. Michael Urban
----------------------------------------
J. Michael Urban
VICE PRESIDENT AND CHIEF FINANCIAL
AND ACCOUNTING OFFICER

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
and on the dates stated.

Name Title Date
- ---------------------------- ----------------------------- ------------------

/s/ Tyrone J. Fairbanks
- ----------------------------
Tyrone J. Fairbanks President, Chief Executive
Officer and Director September 2, 1999

/s/ Dean W. Drulias
- ----------------------------
Dean W. Drulias Executive Vice President,
General Counsel, Corporate
Secretary and Director September 2, 1999

/s/ Graham S. Folsom*
- ----------------------------
Graham S. Folsom Director September 2, 1999

/s/ Barry Feiner*
- ----------------------------
Barry Feiner Director September 2, 1999

/s/ Gary Gelman*
- ----------------------------
Gary Gelman Director September 2, 1999

/s/ D. R. Shaughnessy*
- ----------------------------
D. R. Shaughnessy Director September 2, 1999

By: /s/ Tyrone J. Fairbanks
-----------------------
Tyrone J. Fairbanks, Attorney-In-Fact

* A power of attorney authorizing Mr. Fairbanks to execute amendments to this
Registration Statement on behalf of the above named directors was included in
the Registration Statement originally filed by the Registrant on October 19,
1998.

II-5