UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 12b-25

                           NOTIFICATION OF LATE FILING

                    (Check   One) [X] Form 10-K and Form 10-KSB
                                  [ ] Form 20-F [ ] Form 11-K
                                  [ ] Form 10-Q and Form 10-QSB [ ]Form N-SAR

                       For Period Ended: December 31, 2001
                       [ ] Transition Report on Form 10-K
                       [ ] Transition Report on Form 11-K
                       [ ] Transition Report on Form 10-Q
                       [ ] Transition Report on Form N-SAR
                        For the Transition Period Ended:

If the notification relates to a portion of the filing checked above,identify
            the Item(s) to which the notification relates:

                         PART I - REGISTRANT INFORMATION

Full Name of Registrant                          PANACO, Inc.

Former Name if Applicable                        N/A

Address of principal Executive Office
(Street and Number)                              1100 Louisiana, Suite 5100

City, State and Zip Code                         Houston, TX  77002


                        PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25b, the following should
be completed. (Check box if appropriate)

[x] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expenses:

[x] (b) The subject annual report, semi-annual report on Form 10-K, Form 20-F,
11-F, Form N-SAR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due date; and

[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.

                              PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

We are unable to file our annual report on Form 10-K by the prescribed due date
because the Registrant has not been able to complete the compilation of reserve
reports necessary to provide the information and discussions required by Form
10-K.

(1)Name and telephone number of person to contact in regard to this notification
              Todd R. Bart                    (713)               970-3100
                (Name)                     (Area Code)       (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the investment Company Act of
1940 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s). [x] Yes [ ] No

(3) Is it anticipated that any significant change in results of operation from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [  ] No

Due to the decrease in commodity prices in 2001, the Company expects to incur a
loss in 2001 versus net income in 2000.

If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

PANACO, Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.





Date March 27, 2002                     By       /s/ Todd R. Bart
     --------------                              ---------------------
                                                 Todd R. Bart, CFO


INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                  ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS
(i) This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.

(ii) One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the Form will be made a matter of the public record in the Commission files.

(iii) A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.

(iv) Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.

(v) Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulations
S-T (232.201 or 232.202 of this chapter) or apply for an adjustment in filing
date pursuant to Rule 13(b) of Regulations S-T (232.13(b) of this chapter).