RALPH E. DAVIS ASSOCIATES, INC.


                      CONSULTANTS-PETROLEUM AND NATURAL GAS
                          3555 TIMMONS LANE-SUITE 1105
                              HOUSTON, TEXAS 77027
                                 (713) 622-8955


                                              October 19, 1999





Seneca Resources Corporation
1201 Louisiana, Suite 400
Houston, Texas 77002

Attention:  Mr. Don A. Brown
            Vice President

                         Re: Oil,  Condensate  and Natural Gas Reserves,  Seneca
                         Resources Corporation As of October 1, 1999

Gentlemen:

At your  request,  the firm of Ralph E. Davis  Associates,  Inc.  has audited an
evaluation of the proved oil,  condensate and natural gas reserves on leaseholds
in which  Seneca  Resources  Corporation  has  certain  interests.  This  report
presents a summary of the Proved  Developed  (producing and  non-producing)  and
Proved  Undeveloped  reserves  anticipated to be produced from Seneca Resources'
interest.

Liquid volumes are expressed in thousands of barrels  (MBbls) of stock tank oil.
Gas volumes are  expressed  in  millions of standard  cubic feet  (MMSCF) at the
official  temperature  and pressure  bases of the areas wherein the gas reserves
are located.

The summarized results of the reserve audit are as follows:
















                              RALPH E. DAVIS ASSOCIATES, INC.


Seneca Resources Corp.
Mr. Don A. Brown
October 19, 1999
Page 2



                            Estimated Proved Reserves
                       Net to Seneca Resources Corporation
                              As of October 1, 1999


                                      Proved Reserves
                        --------------------------------------------

                              Developed
                         -----------------------
Remaining Reserves       Producing  Non-Producing  Undeveloped  Total

                                                                                                      

East Coast Division:
Oil/Condensate, MBbls                                     77                   0                    0                  77
Gas, MMSCF                                            78,910                 178                    0              79,088


Gulf Coast Division:
Oil/Condensate, MBbls                                  2,527               1,805                2,903               7,235
Gas, MMSCF                                            40,388              61,890               19,294             121,572


West Coast Division:
Oil/Condensate, MBbls                                 50,046               2,879               15,583              68,508
Gas, MMSCF                                            35,397               6,166               78,568             120,131


TOTAL:
Oil/Condensate, MBbls                                 52,650               4,684               18,486              75,820
Gas, MMSCF                                           154,695              68,234               97,862             320,791



DISCUSSION:

The scope of this study was to audit the  proved  reserves  attributable  to the
interests of Seneca Resources  Corporation.  Reserve  estimates were prepared by
Seneca using acceptable  evaluation  principals for each source.  The quantities
presented herein are estimated reserves of oil,  condensate and natural gas that
geologic and engineering data demonstrate can be recovered from known reservoirs
under existing economic conditions with reasonable certainty.


Ralph E. Davis  Associates,  Inc.  has audited the reserve  estimates,  the data
incorporated  into preparing the estimates and the methodology  used to evaluate
the reserves.  In each of Seneca's  producing  divisions all 1999  additions and
those properties of significant  value were reviewed by Ralph E. Davis.  Reserve
estimates of current producing zones, productive zones behind pipe and undrilled
well locations were reviewed in detail. Certain changes to either








                         RALPH E. DAVIS ASSOCIATES, INC.


Seneca Resources Corp.
Mr. Don A. Brown
October 19, 1999
Page 3


individual reserve estimates or the categorization of reserves were suggested by
Ralph E. Davis  Associates,  Inc.  and accepted by Seneca  Resources.  It is our
opinion  that the  reserves  presented  herein  meet all the  criteria of Proved
Reserves.

Neither  Ralph E.  Davis  Associates,  Inc.  nor any of its  employees  have any
interest in Seneca Resources  Corporation or the properties reported herein. The
employment  and  compensation  to make  this  study  are not  contingent  on our
estimate of reserves.

We appreciate the  opportunity to be of service to you in this matter,  and will
be glad to address any questions or inquiries you may have.

                                              Very truly yours,

                                              RALPH E. DAVIS ASSOCIATES, INC.


                                              /s/ Allen C. Barron

                                              Allen C. Barron, P. E.
                                              Vice President



                        RALPH E. DAVIS ASSOCIATES, INC.

                           CLASSIFICATION OF RESERVES


Proved Oil and Gas Reserves
Proved oil and gas 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
reservoirs under existing economic and operating conditions.

     1.   Reservoirs  are  considered   proved  if  economic   producibility  is
          supported by either actual  production or conclusive  formation  test.
          The area of a reservoir  considered  proved  includes (A) that portion
          delineated  by  drilling  and  defined  by  gas-oil  and/or  oil-water
          contacts,  if any; and (B) the immediately  adjoining portions not yet
          drilled, but which can be reasonably judged as economically productive
          on the basis of available  geological  and  engineering  data.  In the
          absence of information on fluid contacts,  the lowest known structural
          occurrence  of  hydrocarbons  controls  the lower  proved limit of the
          reservoir.

     2.   Reserves  which can be produced  economically  through  application of
          improved recovery techniques (such as fluid injection) are included in
          the  "proved"  classification  when  successful  testing  by  a  pilot
          project,  or the operation of an installed  program in the  reservoir,
          provides support for the engineering  analysis on which the project or
          program was based.

     3.   Estimates  of proved  reserves do not include the  following:  (A) oil
          that may become  available  from known  reservoirs  but is  classified
          separately as "indicated additional reserves";  (B) crude oil, natural
          gas,  and natural  gas  liquids,  the  recovery of which is subject to
          reasonable  doubt  because of  uncertainty  as to  geology,  reservoir
          characteristics,  or economic factors; (C) crude oil, natural gas, and
          natural gas liquids,  that may occur in undrilled  prospects;  and (D)
          crude oil, natural gas, and natural gas liquids, that may be recovered
          from oil shales, coal, gilsonite and other such sources.

Proved Developed Reserves
Proved  developed  oil and gas reserves are reserves  that can be expected to be
recovered through existing wells with existing equipment and operating  methods.
Additional oil and gas expected to be obtained  through the application of fluid
injection or other improved  recovery  techniques for  supplementing the natural
forces  and  mechanisms  of  primary  recovery  should be  included  as  "proved
developed reserves" only after testing by a pilot project or after the operation
of an installed program has confirmed through production response that increased
recovery will be achieved.

Proved Undeveloped Reserves
Proved  undeveloped  oil and gas reserves  are reserves  that are expected to be
recovered  from new wells on undrilled  acreage,  or from existing wells where a
relatively major expenditure is required for recompletion. Reserves on undrilled
acreage shall be limited to those drilling  units  offsetting  productive  units
that are  reasonably  certain of production  when drilled.  Proved  reserves for
other  undrilled  units can be claimed  only where it can be  demonstrated  with
certainty  that there is continuity of production  from the existing  productive
formation.