U.S. Securities and Exchange Commission Washington, D. C. 20549 Form 10-QSB Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 1997 Commission File Number: 1-10425 WICHITA RIVER OIL CORPORATION, Debtor-in-Possession (Name of Small Business Issuer in its Charter) Delaware				 13-3544163 (State of Incorporation)		 (IRS Employer Identification Number) 3500 N. Causeway Blvd., Suite 410 Metairie, Louisiana 70002 (Address of Principle Executive Office) (Zip Code) (504)-831-0381 (Issuer's Telephone Number, Including Area Code) Securities registered under Section 12(b) of The Exchange Act: Title of Each Class 		 	Name of Exchange on which Registered Common Stock $0.01 par value			 None Securities registered under Section 12(g) of The Exchange Act: None Check whether the Issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: Yes x No . Check if Transitional Small Business Format: Yes No x . Applicable Only To Corporate Issuers State the number of shares outstanding of each of the issuer's classes of equity. As of November 12, 1997, approximately 7,974,000 shares of Common Stock, $0.01 par value per share, were issued and outstanding. Wichita River Oil Corporation, Debtor-in-Possession and Subsidiaries Condensed Consolidated Balance Sheets Unaudited 		 September 30, December 31, 			 1997 	 1996 		 	Assets 	Current Assets: 	 Cash and cash equivalents	 $ 7,000 	 $ 77,000 	 Accounts receivable	 551,000 	 456,000 __________ _________ 	 Total Current Assets	 558,000 533,000 	Property and Equipment: 	Oil and gas properties (full cost method) 58,173,000 	 55,503,000 	Less - Accumulated depletion and 	 writedown of oil and gas properties	 (39,983,000) (39,035,000) 	Net Property and Equipment	 18,190,000 16,468,000 ____________ ____________ 	 Total Assets	 $ 18,748,000 $ 17,001,000 ___________ ___________ 	Liabilities and Stockholders' Equity (Deficit) 	Current Liabilities: 	 Accounts payable	 $2,216,000	 $1,076,000 	Undistributed production receipts 2,163,000 2,180,000 	Accrued liabilities	 1,636,000 	 984,000 	 Accrued interest	 4,943,000 3,620,000 	 Current maturities of long-term debt	 21,333,000 21,333,000 __________ __________ 	Total Current Liabilities 32,291,000 29,193,000 	 	Stockholders' Equity (Deficit): 	 Common stock, voting, $.01 par value, shares authorized 10,000,000, shares outstanding 	7,974,000 and 7,974,000, respectively	 81,000	 81,000 	 Additional paid-in capital	 12,987,000 	 12,987,000 	Subscriptions receivable 	(216,000) 	(319,000) 	Retained earnings (deficit) 	 (26,395,000) 	(24,941,000) __________ __________ Total Stockholders' Equity (Deficit) (13,543,000) (12,192,000) ___________ __________ Total Liabilities & Stockholders' Equity (Deficit) $18,748,000 $17,001,100 ___________ __________ 	 Wichita River Oil Corporation, Debtor-in-Possession and Subsidiaries Condensed Consolidated Statements of Stockholders' Equity (Deficit) 				 Unaudited 			 Additional Stock 	 Common Stock Paid-in	 Subscriptions Retained Stockholders' 	 Shares Amount Capital Receivable Earnings (Deficit) Equity (Deficit) Balance Dec. 31, 1996 7,974,000 $81,000 $12,987,000 $(319,000) $(24,941,000) $(12,192,000) Collection of Subscription Receivable - - - - - - 103,000 - - 103,000 Net Loss - -	 - -	 - - - - ( 1,454,000) ( 1,454,000) _________ _______ ___________ _________ ____________ ____________ Balance Sept. 30, 1997 7,974,000 $81,000 $12,987,000 $(216,000) $(26,395,000) $(13,543,000) The accompanying notes to condensed consolidated financial statements are an integral part of these financial statements. 						2 Wichita River Oil Corporation, Debtor-in-Possession and Subsidiaries Condensed Consolidated Statements of Operations Unaudited Nine Months Third Quarter Periods Ended September 30, 1997 1996 1997 1996 	 <C) Revenues: 	 Oil and gas sales $3,436,000 $3,044,000 $1,331,000 $ 982,000 	Expenses: 	 Production expenses	 1,373,000 	 1,049,000 499,000 442,000 	 General and administrative 643,000 937,000 220,000 186,000 	 Interest expense	 1,926,000 1,766,000 726,000 621,000 	 Depreciation, depletion and amortization	 948,000 814,000 378,000 268,000 __________ _________ _________ _________ 	Total expenses	 4,890,000 4,566,000 1,823,000 1,517,000 Income(loss)before income taxes(1,454,000) (1,522,000) (492,000) (535,000) Income tax benefit - - - - - - - - ___________ ____________ __________ __________ Net Income (Loss) $(1,454,000) $(1,522,000) $( 492,000) $(535,000) Earnings (Loss) Per Share	 $(0.18) $(0.19) $(0.06) $(0.07) Number of shares outstanding 7,974,000 7,974,000 7,974,000 7,974,000 Wichita River Oil Corporation, Debtor-in-Possession and Subsidiaries Condensed Consolidated Statements of Cash Flows Unaudited Nine Months Ended September 30, 1997 1996 	Cash Flows from Operating Activities: 	 Net income (loss) 	 $(1,454,000) $(1,522,000) 	 Adjustment to reconcile net income (loss) to net cash from operating activities: Depreciation, depletion and amortization 948,000 814,000 _________ _________ 	 Operating cash flow (Loss) before (506,000) (708,000) non-cash charges 	 Changes in assets and liabilities 	 Decrease (increase) in accounts receivable 	 and other assets 	( 95,000)	 363,000 	 Increase (decrease) in accounts payable 	 and other liabilities 3,098,000 1,976,000 __________ __________ Net cash provided by operating activities $2,497,000 $1,631,000 	Cash Flows from Investing Activities: 	 Capital expenditures	 $(2,670,000) $(1,471,000) ___________ ___________ Net cash (used in) investing activities 	 $(2,670,000) $(1,471,000) 	 Cash Flows from Financing Activities: $ 103,000 $ - - Cash and Cash Equivalents: At beginning of period	 $ 77,000 $ 28,000 	 Net increase (decrease) during period (70,000) 160,000 ___________ _________ At end of period	 $ 7,000 $ 188,000 	Supplemental Cash Flow Information: 	 Cash paid during period for interest	 $ - - 	 $ - - 	Cash paid during period for income taxes $ - -	 $ - - The accompanying notes to condensed consolidated financial statements are an integral part of these financial statements. 3 Wichita River Oil Corporation, Debtor-in-Possession and Subsidiaries Notes to Condensed Consolidated Financial Statements for September 30, 1997 Summary of Significant Accounting Policies Principles of Consolidation: The condensed consolidated financial statements include the accounts of Wichita River Oil Corporation, Debtor-in-Possession and its wholly owned subsidiaries (collectively referred to as the "Company"). The Company's wholly owned subsidiaries are Equitable Petroleum Corporation and WRO Operating Company. The Company is an oil and gas exploration, development and production company. All material intercompany accounts and transactions are eliminated in consolidation. Cash Equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Property and Equipment: Property and equipment are stated at cost. The Company uses the "full cost" method of accounting for oil and gas properties. Accordingly, costs incurred in the acquisition, exploration and development of oil and gas properties are capitalized. Under the full cost method, intangible drilling costs, dry hole costs, geologic costs and certain internal costs related to exploration and development efforts are included as part of oil and gas properties. Proceeds from the sale of oil and gas properties reduce property and equipment and no gains or losses are normally recognized under the full cost method. As the Company becomes aware of costs to be incurred for site restoration, dismantlement and/or abandonment, it records the liability. To date, no such liability has been recorded. Depreciation, depletion and amortization of proved oil and gas properties is computed using the units of production method based on total proved oil and gas reserves. Depreciation of other fixed assets, primarily office equipment, is determined using the straight-line method over their estimated useful lives. Upon abandonment or disposal of depreciable assets, the cost and accumulated allowance for depreciation are eliminated from the accounts and any gain or loss is reflected in results of operations. Income Taxes: Effective January 1, 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" ("SFAS 109"), which requires the Company to use an asset and liability approach to accounting for income taxes. Deferred tax assets or liabilities are measured by applying the provisions of enacted tax laws to differences between the tax bases of assets and liabilities and amounts reported on the Company's balance sheet. A valuation allowance must be established for any portion of a deferred income tax asset, if it is more likely than not that a tax benefit will not be realized. Reclassifications: Certain prior years' amounts have been reclassified to conform with the 1997 presentation. Earnings (Loss) Per Share: The weighted average number of shares of common stock outstanding during the periods is used to compute earnings (loss) per share. Stock options and warrants are considered common stock equivalents to the extent they have a dilutive effect on earnings per share. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 4 Wichita River Oil Corporation, Debtor-in-Possession and Subsidiaries Notes to Condensed Consolidated Financial Statements for September 30, 1997 Current Maturities of Long-Term Debt On February 1, 1992, the Company entered into a long-term credit agreement ("1992 Credit Agreement") with a bank providing a borrowing capacity of $20,000,000, which was immediately drawn. The proceeds were used primarily to retire the $15,000,000 loan under an existing credit agreement and the remainder of a production payable incurred in a 1991 merger. Outstanding borrowings, which were increased and then subsequently reduced to $21.5 million in August of 1993, under the loan are secured by a first security interest in the oil and gas properties of the Company. On October 1, 1995, a $2.7 million payment ($2.0 million of principal and $0.7 million of accured interest) was due on the Company's $21.3 million senior-secured debt. The Company was unable to pay to $2.7 million, and the note holder's remedies for nonpayment include acceleration of the loan and initation of foreclosure proceedings. Immediately prior to October 1, 1995, the Company's original lender transferred the debt to a new note holder. Subsequently, the note holder and the Company discussed various debt amendment ideas as well as various recapitalization and/or refinancing alternatives. On April 11, 1996, the note holder delivered to the Company a notice of default and declared the debt due and payable. On April 17, 1996, alleged unsecured creditors of the Company filed an involuntary petition with the United States Bankruptcy Court in the Eastern District of Louisiana seeking a Chapter 11 reorganization of the Company. On July 15, 1996, an Order for Relief was entered and Wichita River Oil Corporation became Debtor-in-Possession. Management believes that anticipated cash flows from operations will be adequate to meet the Company's foreseeable financial obligations provided the Company's properties can be fully developed. The Company's ability to continue the development of its properties during the near future is subject to the determination of certain issues in bankruptcy proceedings. Common Stock During 1994, the Company issued 1,258,000 shares of common stock and stockholders' equity was increased by $1,023,000. Included were 237,729 shares with a market value $259,000 for settlement of litigation, 250,000 shares to a consultant to the company for a subscription receivable of $190,000, and the balance of 770,000 shares for reducing the Company's current liabilities by $764,000. The Company had incurred the current liabilities primarily as a result of capital expenditures associated with production enhancement operations. The following table identifies the changes during the past three years for the Company's stock purchase warrants and stock options as well as the issued and outstanding warrants and options as of September 30, 1997. 	 Number	 Price	 Number 	Price 	 of Warrants	 Per Share	 of Options 	 Per Share Outstanding Dec. 31, 1993 567,500 $0.01 - 1.25 40,000 	 $1.56 - 6.25 Forfeited during 1994-net (8,000) - - - - - - Exercised during 1994	 (41,000) 1.25 - - - - _______ ___________ ______ ___________ Outstanding Dec. 31, 1994: 518,500 0.01 - 1.25 40,000 1.56 - 6.25 	 Forfeited during 1995-net (12,000) - - (16,000) 6.25 Exercised during 1995 - - - - - - - - _______ ____________ ______ ____________ Outstanding Dec. 31, 1995: 506,500 	 $0.01 - 1.25 24,000 $1.56 - 6.25 Forfeited during 1996 & 1997 (506,500) $0.01 - 1.25 - - - - Exercised during 1996 & 1997 - - - - - - - - _______ ____________ ______ ____________ Outstanding Sept. 30, 1997: - - - - 24,000 $1.56 - 6.25 Consisting of: 20,800 $1.56 3,200 $6.25 As of September 30, 1997, a total of 24,000 shares of Company common stock were reserved for issuance under stock option plans. 5 Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources On October 1, 1995, a $2.7 million payment ($2.0 million of principal and $0.7 million of accrued interest) was due on the Company's $21.3 million senior- secured debt. The Company was unable to pay the $2.7 million, and the note holder's remedies for nonpayment include acceleration of the loan and initiation of foreclosure proceedings. Immediately prior to October 1, 1995, the Company's original lender transferred the debt to a new note holder. Subsequently, the note holder and the Company discussed various debt amendments ideas as well as various recapitalization and/or refinancing alternatives. On April 11, 1996, the note holder delivered to the Company a notice of default and declared the debt due and payable. On April 17, 1996, alleged unsecured creditors of the Company filed an involuntary petition with the United States Bankruptcy Court in the Eastern District of Louisiana seeking a Chapter 11 reorganization of the Company. On July 15, 1996, an Order of Relief was entered and Wichita River Oil Corporation became Debtor-in- Possession. The Company's balance sheet as of December 31, 1996, includes the entire amount of senior-secured debt in current liabilities, resulting in deficit working capital of $28.7 million, including $21.3 million of principal and an additional $3.6 million of accured interest. The Company's independent auditors, Arthur Andersen LLP, did not express an opinion on the Company's financial statements as of December 31, 1995, and no audit was conducted at year-end 1996. In 1995, the auditors requested the note holder to return an ordinary audit debt confirmation. The note holder refused to confirm the debt terms and maturities. The auditors further stated that there is "substantial doubt about the Company's ability to continue as a going concern." Consequently, the auditors stated "we do not express an opinion on the financial statememts..." Management believes that anticipated cash flows from operations will be adequate to meet the Company's foreseeable financial obligations provided the Company's properties can be fully developed. The Company's ability to continue the development of its properties during the near future is subject to the determination of certain issues in bankruptcy proceedings. As of December 31, 1995, the capitalized cost of the Company's oil and gas properties was less than the cost ceiling established by the Company's proved reserves. However, uncertainty regarding the Company's ability to fund development of its proved undeveloped reserves in the near future may limit the cost ceiling to the value of the Company's proved developed reserves. By limiting its property value to the cost ceiling established by proved developed reserves, a writedown of $9.2 million for impairment of the Company's stated property value was recorded during the fourth quarter of 1995. 6 Management's Discussion and Analysis of Financial Condition and Results of Operations Net cash provided by operating activities during the first nine months of 1997 was $2,497,000, including an operating cash loss of $490,000. Comparable figures for 1996 were cash provided by operating activities of $1,631,000, including an operating cash loss of $708,000. Net cash used in investing activities during the first nine months of 1997 was $2,670,000 for capital expenditures compared to net cash used in investing activities in 1996 of $1,471,000. Cash flows from financing activities were $103,000 in 1997 from collection of stock subscriptions receivable. There were no financing activities in 1996. Wichita River Oil Corporation and the Company's subsidiary Equitable Petroleum Corp. are defendants in various lawsuits arising in the ordinary course of business. The Company believes it has meritorious defenses to the lawsuits and will defend against them. Based on its evaluation of such claims, as discussed with its outside legal counsel, Company management is of the opinion that the ultimate resolution of such matters will not have a material adverse effect on the Company's financial position or results of operations and that such matters are not material for an investment decision regarding the Company's securities. Results of Operations First Quarter of 1997 Compared to First Quarter of 1996. When compared to a year earlier, oil and gas sales were 6% higher due primarily to a 8% increase in average daily production (638 BOE v. 588) and despite 2% lower average prices ($17.79 per BOE v. $18.09). Average oil prices per barrel were higher ($19.15 v. $17.61) while average natural gas prices were lower ($2.70 per mcf v. $3.08). Production expenses, exclusive of taxes, were 2.1 times greater in 1997 than in 1996 due to compliance with new environmental regulations associated with water disposal. Lease operating costs per BOE averaged $4.83 in 1997 compared to $2.52 in 1996. Production taxes were 46% higher in 1997 when compared to 1996 ($1.98 per BOE v. $1.36) reflecting the higher oil prices (depicted above) while oil production was 28% higher (345 barrels per day v. 270). Natural gas production volumes were 6% lower in 1997 (1,755 mcf per day v. 1,874 mcf). General and administrative expenses in 1997 were 60% lower than in 1996, reflecting the Company's continued austerity program. Interest expense in 1997 was 3% higher due to a higher amount of interest-bearing debt outstanding. Depreciation, depletion and amortization costs were essentially unchanged because increased volumes were offset by a lower depletion rate ($4.40 per BOE v. $4.72). Second Quarter of 1997 Compared to Second Quarter of 1996. When compared to a year earlier, oil and gas sales were 2% lower due primarily to 10% lower average prices ($15.03 per BOE v. $16.78) and despite a 10% increase in average daily production (792 BOE per day v. 723). Higher average production volumes were achieved despite a fire at the Company's principal property, the Little Lake Field. The fire, which was an act of arson, occurred on April 29, 1997 and resulted in loss of approximately $458,000 of oil and gas sales during the second quarter of 1997. Average oil prices per barrel were 11% lower ($16.16 v. $18.15) and average natural gas prices were 22% lower ($1.99 per mcf v. $2.54). Production expenses, exclusive of production taxes, were 20% greater in 1997 than in 1996 due to compliance with new environmental regulations associated with water disposal. Lease operating costs per BOE averaged $4.82 in 1997 compared to $4.70 in 1996. Production taxes were 46% higher in 1997 when compared to 1996 ($1.88 per BOE v. $1.41) reflecting the lower oil prices (depicted above) while oil production was 53% higher (580 barrels per day v. 379). Natural gas production volumes were 38% lower than in 1996 (1,275 mcf per day v. 2,063 mcf) due primarily to the fire described above. General and administrative expenses in 1997 were 13% lower than in 1996, reflecting the Company's continued austerity program. Interest expense in 1997 was 7% higher due to a higher prime rate and an increased amount of interest- bearing debt outstanding. Depreciation, depletion and amortization costs were 7% higher than in 1996 due to increased volumes, which were offset partially by lower depletion rate ($4.40 per BOE v. $4.50). 7 Management's Discussion and Analysis of Financial Condition and Results of Operations First Half of 1997 Compared to First Half of 1996. When compared to a year earlier, oil and gas sales were 2% higher due primarily to an 11% increase in average daily production (715 BOE per day v. 644) and despite 6% lower average prices ($16.25 per BOE v. $17.29). Higher average production volumes were achieved despite a fire at the Company's principal property, the Little Lake Field. Average oil prices per barrel were 2% lower ($17.26 v. $17.69) and average natural gas prices were 15% lower ($2.40 per mcf v. $2.82 mcf). Production expenses, exclusive of production taxes, were 44% greater in 1997 than in 1996 due to compliance with new environmental regulations associated with water disposal. Lease operating costs per BOE averaged $4.83 in 1997 compared to $3.80 in 1996. Production taxes were 51% higher in 1997 when compared to 1996 ($1.92 per BOE v $1.41) reflecting the lower oil prices (depicted above) while oil production was 48% higher (463 barrels per day v. 312). Natural gas production volumes were 24% lower than in 1996 (1,514 mcf per day v. 1,994 mcf) due primarily to the fire described above. General and administrative expenses in 1997 were 44% lower than in 1996, reflecting the Company's continued austerity program. Interest expense in 1997 was 5% higher due to the Company incurring a higher interest rate on it's interest bearing debt. Depreciation, depletion and amortization costs were 4% higher 1997 due to higher production volumes which were partially offset by lower depletion rates. The average depletion rate in 1997 was $4.40 per BOE v $4.68 in 1996. Third Quarter of 1997 Compared to Third Quarter 1996. When compared to a year earlier, oil and gas sales were 36% higher reflecting a 45% increase in volumes (935 BOE per day v. 647) partially offset by a 6% decrease in prices ($15.47 per BOE v. $16.49). Average oil prices per barrel were 14% lower ($16.17 v. $18.88) and average natural gas prices were essentially unchanged for the period from year to year. Production expenses, exclusive of production taxes, were 30% lower in 1997 than in 1996 ($3.93 per BOE v. $5.65) due to certain economies of scale indicated by the increased volumes. Production taxes were 5% higher ($1.87 per BOE v. $1.78) due to the higher oil sales. While oil production was 86% higher (633 barrels per day v. 341) natural gas production volumes were unchanged for the period year to year. General and administrative expenses in 1997 were 18% lower than in 1996, reflecting the Company's continued austerity program. Interest expense in 1997 increased 17% due to the Company accuring interest on it's unsecured debt. Depreciation, depletion and amortization costs were 41% higher than in 1996 due to increased production volumes. The average depletion rate in 1997 was $4.40 v. $4.50 in 1996. First Nine Months of 1997 Compared to First Nine Months of 1996. When compared to a year earlier, oil and gas sales were 13% higher due to a 21% increase in volumes (789 BOE per day v. 651) which was partially offset by a 7% decrease in prices ($15.94 per BOE v. $17.07). Average oil prices per barrel were 8% lower ($16.82 v. $18.26) and average natural gas prices were 10% lower ($2.37 per mcf v. $2.64). Production expenses, exclusive of production taxes, were 2% higher ($4.47 per BOE v. $4.37). Production taxes were 25% higher ($1.90 per BOE v. $1.52) due to higher oil sales. While oil production was 58% higher (521 barrels per day v. 330) natural gas volumes were 16% lower (1,614 mcf per day v. 1,923) reflecting the effect of the arson fire in the second quarter which is discussed above. General and administrative expenses in 1997 were 31% lower than in 1996, reflecting the Company's continued austerity program. Interest expense in 1997 increased 9% due to the Company accuring interest on it's unsecured debt. Depreciation, depletion and amortization costs were 16% higher than in 1996 due to increased production volumes. The average depletion rate in 1997 was $4.40 v. $4.50 in 1996. Legal Proceedings On April 17, 1996, unsecured creditors of the Company filed an involuntary petition with the United States Bankruptcy Court in the Eastern District of Louisiana seeking a Chapter 11 reorganization of the Company. On July 15, 1996, an Order of Relief was entered, permitting the Company to continue operations under Chapter 11 as debtor-in-possession. Subsequently, the Company filed suit on March 20, 1997 against Swiss Bank Corporation, Odyssey Partners, L.P. and Nomura Holding America, Inc. in U.S. District Court in the Eastern District of Louisiana seeking $100 million of damages from the defendants for fraud, detrimental reliance, breach of contract and lender liability. The Company also filed suit against other parties in the U.S. Bankruptcy Court during March 1997 seeking approximately $2 million for breach of certain agreements. Wichita River Oil Corporation and the Company's subsidiary Equitable Petroleum Corp. are defendants in various lawsuits arising in the ordinary course of business. The Company believes it has meritorious defenses to the lawsuits and will defend against them. Based on its evaluation of such claims, as discussed with its outside legal counsel, Company management is of the opinion that the ultimate resolution of such matters will not have a material adverse effect on the Company's financial position or results of operations and that such matters are not material for an investment decision regarding the Company's securities. The Company is a defendant in an action styled John H. Hauberg, et al v. Wichita River Oil Corporation, et al, No. 54,837, 23rd JDC, Ascension Parish, La. in which the royalty owners of a lease that is operated by the Company are seeking approximately $300,000 in unpaid royalties plus penalties and interest and attorney's fees. The Company has acknowledged and accrued the $300,000 liability for unpaid royalties but has denied the claim for penalties, which exceeds $1.2 million. The Company believes it has meritorious defeses against the claim for penalties. The Company owns approximately 75% working interest in the lease in question. Other working interest owners and royalty owners who had not been involved directly in the case mentioned above have filed recently claims and cross-claims and counterclaims both with and against the Company for reimbursement for any penalties which may result from this litigation. Submission of Matters to a Vote of Security Holders None. Exhibits and Reports on Form 8-K None. Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized in New Orleans, State of Louisiana on November 12, 1997. Wichita River Oil Corporation, Debtor-in-Possession By: /s/ Michael L. McDonald By:/s/ James P. McGinnis Michael L. McDonald James P. McGinnis Chairman and President Controller November 12, 1997 10