UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549-1004

FORM 10-Q

QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997

Commission file number 1-12088

UNITED MERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 75-2160316
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

1201 Louisiana, Suite 1400, Houston, TX 77002-5603
- ------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)

(713) 654-9110
-------------------------------
(Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]

The number of shares outstanding of the registrant's common stock, all
of which comprise a single class with a $0.01 par value, as of April 30, 1997,
the latest practicable date, was 35,556,559.

UNITED MERIDIAN CORPORATION

FORM 10-Q
MARCH 31, 1997

TABLE OF CONTENTS

PAGE
----
PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Statement of Income for the Three Months
Ended March 31, 1997 and 1996.............................. 1
Consolidated Balance Sheet at March 31, 1997 and
December 31, 1996.......................................... 2
Consolidated Statement of Changes in Stockholders' Equity
for the Year Ended December 31, 1996 and for the
Three Months Ended March 31, 1997.......................... 4
Consolidated Statement of Cash Flows for the Three Months
Ended March 31, 1997 and 1996.............................. 5
Notes to Consolidated Financial Statements.................. 6

Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition....................... 11

PART II - OTHER INFORMATION

Item 1. Legal Proceedings............................................ 15
Item 2. Changes in Securities........................................ 15
Item 3. Defaults Upon Senior Securities.............................. 15
Item 4. Submission of Matters to a Vote of Security Holders.......... 15
Item 5. Other Information............................................ 15
Item 6. Exhibits and Reports on Form 8-K............................. 15

SIGNATURES............................................................... 15

EXHIBITS -
Index to Exhibits...................................................... 16

CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

For the three months
ended March 31,
-------------------------
1997 1996
---------- ----------
Revenues:
Gas sales...................................... $ 32,606 $ 30,002
Oil sales...................................... 30,874 16,419
Gain on sale of assets......................... 827 5,525
Other.......................................... 698 222
---------- ----------
65,005 52,168
---------- ----------
Costs and expenses:
Production costs............................... 13,150 12,804
General and administrative..................... 2,549 3,399
Exploration, including dry holes
and impairments............................... 12,740 4,461
Depreciation, depletion and amortization....... 21,196 19,759
---------- ----------
49,635 40,423
---------- ----------
Income from operations.......................... 15,370 11,745
Other income, expenses and deductions:
Interest and debt expense..................... (4,688) (5,539)
Interest and other income..................... 973 114
---------- ----------
Income before income taxes...................... 11,655 6,320
Income tax provision:
Current....................................... (1,282) (108)
Deferred...................................... (4,174) (2,496)
---------- ----------
Net income...................................... 6,199 3,716

Preferred stock dividends....................... - (766)
---------- ----------
Net income available to common stockholders..... $ 6,199 $ 2,950
========== ==========
Net income per common share (Exhibit 11.1)...... $ 0.17 $ 0.10
========== ==========
Weighted average number of common
shares outstanding, including
common share equivalents (Exhibit 11.1)........ 36,627 29,618
========== ==========

The accompanying notes are an integral part of these
consolidated financial statements.

-1-

UNITED MERIDIAN CORPORATION

CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)

March 31, December 31,
1997 1996
------------ ------------
(Unaudited)

ASSETS

Current assets:
Cash and cash equivalents..................... $ 63,774 $ 54,942
Accounts receivable:
Oil and gas sales............................ 24,307 36,238
Joint interest and other..................... 52,230 45,447
Deferred income taxes......................... 2,839 2,839
Inventory..................................... 11,788 11,389
Prepaid expenses and other.................... 5,734 5,306
------------ ------------
160,672 156,161
------------ ------------
Property and equipment, at cost:
Oil and gas (successful efforts method)
Proved properties............................ 884,098 851,818
Unproved properties.......................... 15,073 14,667
Other property and equipment.................. 10,098 8,295
------------ ------------
909,269 874,780
Accumulated depreciation, depletion
and amortization............................. (363,444) (350,591)
------------ ------------
545,825 524,189
------------ ------------
Other assets:
Gas imbalances receivable..................... 5,621 5,702
Deferred income taxes......................... 22,428 23,035
Debt issue costs.............................. 10,139 8,370
Other......................................... 869 836
------------ ------------
39,057 37,943
------------ ------------
TOTAL ASSETS............................. $ 745,554 $ 718,293
============ ============

The accompanying notes are an integral part of these
consolidated financial statements.

-2-

UNITED MERIDIAN CORPORATION

CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)

March 31, December 31,
1997 1996
------------ ------------
(Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable.............................. $ 83,634 $ 80,593
Advances from joint owners.................... 13,358 5,575
Interest payable.............................. 7,235 3,800
Accrued liabilities........................... 8,506 7,525
Current maturities of long-term debt.......... 911 899
------------ ------------
113,644 98,392
------------ ------------
Long-term debt:
10-3/8% senior subordinated notes............. 150,000 150,000
Other......................................... 6,693 6,832
------------ ------------
156,693 156,832
------------ ------------
Deferred credits and other liabilities:
Deferred income taxes......................... 20,963 20,797
Gas imbalances payable........................ 4,081 3,994
Other......................................... 5,960 6,042
------------ ------------
31,004 30,833
------------ ------------
Commitments and contingencies

Stockholders' equity:
Common stock.................................. 355 352
Additional paid-in capital.................... 546,874 540,661
Foreign currency translation adjustment....... (4,695) (4,257)
Retained earnings (deficit)................... (98,321) (104,520)
------------ ------------
444,213 432,236
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.... $ 745,554 $ 718,293
============ ============

The accompanying notes are an intgral part of these
consolidated financial statements.

-3-

UNITED MERIDIAN CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

FOR THE YEAR ENDED DECEMBER 31, 1996 AND THREE MONTHS ENDED MARCH 31, 1997

SERIES F
PREFERRED STOCK COMMON STOCK ADD'L FOREIGN RETAINED
------------------------ --------------------- PAID-IN CURRENCY EARNINGS
SHARES AMOUNT SHARES AMOUNT CAPITAL ADJUSTMENT (DEFICIT) TOTAL
---------- ---------- ---------- --------- --------- ---------- --------- ----------

Balance, December 31, 1995 1,166,667 $ 12 28,150,224 $ 281 $ 336,469 $ (4,057) $(120,393) $ 212,312
Foreign currency translation
adjustment................. (200) (200)

Common stock offering........... 4,088,942 41 182,629 182,670
Exercise of common stock
options.................... 897,007 9 17,951 17,960
Exercise of warrants............ 235,749 2 3,619 3,621
Preferred stock dividends....... (1,531) (1,531)

Automatic conversion of
Series F preferred stock
to common stock............... (1,166,667) (12) 1,845,284 19 (7) -
Net income...................... 17,404 17,404
----------- ---------- ---------- --------- --------- ---------- --------- ----------

Balance, December 31, 1996...... - - 35,217,206 352 540,661 (4,257) (104,520) 432,236
Foreign currency translation
adjustment.................... (438) (438)

Exercise of common stock
options....................... 331,599 3 6,213 6,216
Net income...................... 6,199 6,199
----------- ---------- ---------- --------- --------- ---------- --------- ----------

Balance, March 31, 1997
(Unaudited).................. - $ - 35,548,805 $ 355 $ 546,874 $ (4,695) $ (98,321) $ 444,213
=========== ========== ========== ========= ========= ========== ========= ==========

The accompanying notes are an integral part of these
consolidated financial statements.

-4-

UNITED MERIDIAN CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

For the three months
ended March 31,
--------------------
1997 1996
---------- ----------
Cash flows from operating activities:
Net income........................................ $ 6,199 $ 3,716
Adjustments to reconcile net income to
cash from operating activities:
Exploration, including dry holes
and impairments................................ 12,740 4,461
Depreciation, depletion and amortization........ 21,196 19,759
Amortization of debt issue cost................. 336 394
Deferred income tax provision................... 4,174 2,496
Gain on sale of assets.......................... (827) (5,525)
---------- ----------
43,818 25,301
Changes in assets and liabilities:
Decrease (increase) in receivables............... 2,045 (3,729)
Increase (decrease) in payables and other
current liabilities............................. 5,415 (11,523)
Increase (decrease) in net gas imbalances........ 168 (375)
Other............................................ 2,424 1,776
---------- ----------
Net cash provided by operating activities.... 53,870 11,450
---------- ----------
Cash flows from investing activities:
Exploration....................................... (28,842) (12,382)
Development....................................... (18,479) (16,774)
Additions to other property and equipment......... (1,640) (231)
Net proceeds from sale of assets.................. 3,314 7,520
---------- ----------
Net cash used in investing activities........ (45,647) (21,867)
---------- ----------
Cash flows from financing activities:
Repayment of long-term debt....................... (228) (39,493)
Additions to total debt........................... - 44,083
Debt issue costs.................................. (2,153) (197)
Proceeds from exercise of common stock options.... 2,990 949
Preferred stock dividends......................... - (766)
---------- ----------
Net cash provided by financing activities.... 609 4,576
---------- ----------
Net increase (decrease) in cash and cash
equivalents........................................ 8,832 (5,841)

Cash and cash equivalents at beginning of period.... 54,942 13,586
---------- ----------
Cash and cash equivalents at end of period.......... $ 63,774 $ 7,745
========== ==========

The accompanying notes are an integral part of these
consolidated financial statements.

-5-

UNITED MERIDIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 BASIS OF FINANCIAL STATEMENTS

The accompanying consolidated financial statements of United Meridian
Corporation (UMC or the Company) included herein have been prepared, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC). Although certain information normally included in financial
statements prepared in accordance with generally accepted accounting principles
has been condensed or omitted, UMC believes that the disclosures are adequate to
make the information presented not misleading. The financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto for the year ended December 31, 1996.

The financial statements reflect all normal recurring adjustments that, in the
opinion of management, are necessary for a fair presentation.

NOTE 2 ACQUISITIONS AND DISPOSITIONS

As part of its on-going operations, the Company continually sells producing
and undeveloped reserves and related assets. Certain transactions occurring in
the periods presented are discussed below.

During the three months ended March 31, 1997, the Company sold various non-
strategic North American properties for total proceeds of $3,314,000 resulting
in pre-tax gains of $827,000.

In late 1995, the Company agreed to assign to Yukong Limited a portion of its
interests in Blocks CI-01 and CI-02 in Cote d'Ivoire and Blocks B, C and D in
Equatorial Guinea. Mobil Equatorial Guinea, Inc. (Mobil) subsequently exercised
its preferential right to purchase the interest in Block B in lieu of the
proposed assignment to Yukong Limited. Under the agreements, the Company
received $5,441,000 in cash in the first quarter of 1996 resulting in a pre-tax
gain of $4,764,000.

During the first quarter of 1996, the Company sold various other non-strategic
North American properties for total proceeds of $2,079,000, resulting in pre-tax
gains of $761,000.

NOTE 3 FINANCIAL INSTRUMENTS

The Company has, from time to time, entered into hedging transactions to
reduce its exposure to both crude oil and natural gas price reductions and
increases in interest rates.

The Company hedged a portion of its oil production with collar agreements in
the first three months of 1997, resulting in a $364,000 downward adjustment to
oil revenues. Details of contracts in place at March 31, 1997 are described
below.

At March 31, 1997, the Company had oil collar contracts on 200,000 barrels of
oil per month for April 1997 through June 1997 with a "floor" price of $21.00
and an average "cap" price of $24.69. UMC's current hedging agreements are
settled on a monthly basis. All of UMC's current contracts specify the third-
party index to be the New York Mercantile Exchange (NYMEX) futures contract
prices for the applicable commodity, matching the appropriate basis risk. There
was no deferred hedge gain or loss for crude oil at March 31, 1997.

Effective January 18, 1994, UMC entered into five-year fixed LIBOR interest
rate swap contracts that provide for fixed interest rates to be realized on
notional amounts of $30,000,000 in 1994 and $45,000,000 from 1995 through 1998.
The agreement includes varying annual fixed interest rates ranging from 3.66% in
1994 to 6.40% in 1998, plus interest rate margins. Due to the November 1996
pay-down of amounts outstanding under the Credit Facility, the Company did not
have notional amounts of floating rate debt totaling $45,000,00 and therefore
could no longer apply hedge accounting. As such,

-6-

a gain of $486,000 was recorded as other income during the first quarter of
1997.

NOTE 4 BANK FACILITY

During March 1997, the Company completed negotiations to expand the Credit
Facility to $300,000,000 with an initial borrowing base of $275,000,000. The
new facility was expanded to include the Company's international assets. At
March 31, 1997, there were no outstanding borrowings.

NOTE 5 IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARD

The Financial Accounting Standards Board (FASB) recently issued Statement of
Financial Accounting Standard (SFAS) No. 128, "Earnings per Share" superseding
Accounting Principles Board (APB) No. 15. The main goals of the FASB were to
harmonize the earnings per share calculation in the United States with those
common in other countries and with International Standard No. 33 and to address
criticism that APB No. 15 contained unnecessarily complex and arbitrary
provisions. Although SFAS No. 128 cannot be adopted until December 15, 1997,
pro forma disclosures are allowed to minimize the impact of year-end adoption.
Therefore, the following pro forma information is presented:

For the three months ended March 31,
------------------------------------
1997 1996
------------ ------------

Primary EPS as reported under
APB No. 15 $ .17 $ .10
Effect of SFAS No. 128 .01 -
------------ ------------
Basic EPS, as restated $ .18 $ .10
============ ============

Fully diluted EPS as reported
under APB No. 15 $ .17 $ .10
Effect of SFAS No. 128 - -
------------ ------------
Diluted EPS, as restated $ .17 $ .10
============ ============

As mandated by SFAS No. 128, basic earnings per common share is computed by
dividing net income by the weighted average number of shares of common stock
outstanding during the year. Diluted earnings per common share is determined
on the assumption that outstanding stock options have been converted using the
average price for the quarter.

NOTE 6 SUPPLEMENTAL GUARANTOR INFORMATION

In connection with the sale by UMC of the 10-3/8% Senior Subordinated Notes
(Notes) in October 1995, UMC Petroleum Corporation (Petroleum), wholly-owned and
the Company's only direct subsidiary, has unconditionally guaranteed the full
and prompt performance of the Company's obligations under the Notes and related
indenture, including the payment of principal, premium (if any) and interest.
Other than intercompany arrangements and transactions, the consolidated
financial statements of Petroleum are equivalent in all material respects to
those of the Company and therefore the separate consolidated financial
statements of Petroleum are not material to investors and have not been included
herein. However, in an effort to provide meaningful financial data relating to
the guarantor (i.e., Petroleum on an unconsolidated basis) of the Notes, the
following condensed consolidating financial information has been provided
following the policies set forth below:

(1) Investments in subsidiaries are accounted for by the Company on the
cost basis. Earnings of subsidiaries are therefore not reflected in
the related investment accounts.

(2) Certain reclassifications were made to conform all of the financial
information to the financial presentation on a consolidated basis. The
principal eliminating entries eliminate investments in subsidiaries
and intercompany balances.

-7-

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the three months ended March 31, 1997 and 1996
(In thousands)

UNCONSOLIDATED
--------------------------------------------
GUARANTOR NON-GUARANTOR CONSOLIDATED
UMC SUBSIDIARY SUBSIDIARIES UMC
---------- ---------- ------------- ------------

1997
- ----
Revenues.............................. $ - $ 38,804 $ 26,201 $ 65,005
---------- ---------- ------------- ------------
Costs and expenses:
Production costs................... - 9,498 3,652 13,150
General and administrative......... 30 2,049 470 2,549
Exploration, including dry holes and
impairments....................... - 2,978 9,762 12,740
Depreciation, depletion and
amortization...................... - 13,668 7,528 21,196
---------- ---------- ------------- ------------
Income (loss) from operations......... (30) 10,611 4,789 15,370
Interest income (expense), net..... 4,761 (5,155) (4,294) (4,688)
Other credits, net................. - 997 (24) 973
---------- ---------- ------------- ------------
Income before income taxes............ 4,731 6,453 471 11,655
Income tax provision.................. (1,723) (2,665) (1,068) (5,456)
---------- ---------- ------------- ------------
Net income (loss)..................... $ 3,008 $ 3,788 $ (597) $ 6,199
========== ========== ============= ============
1996
- ----
Revenues.............................. $ - $ 38,170 $ 13,998 $ 52,168
---------- ---------- ------------- ------------
Costs and expenses:
Production costs................... - 9,707 3,097 12,804
General and administrative......... 37 2,643 719 3,399
Exploration, including dry holes
and impairments................... - 2,019 2,442 4,461
Depreciation, depletion and
amortization...................... - 16,698 3,061 19,759
---------- ---------- ------------- ------------
Income (loss) from operations......... (37) 7,103 4,679 11,745
Interest income (expense), net..... 4,405 (7,953) (1,991) (5,539)
Other credits, net................. - 81 33 114
---------- ---------- ------------- ------------
Income (loss) before income taxes..... 4,368 (769) 2,721 6,320
Income tax provision.................. (1,509) (17) (1,078) (2,604)
---------- ---------- ------------- ------------
Net income (loss)..................... $ 2,859 $ (786) $ 1,643 $ 3,716
========== ========== ============= ============

-8-

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
At March 31, 1997 and December 31, 1996
(In thousands)

UNCONSOLIDATED
--------------------------------------------
GUARANTOR NON-GUARANTOR ELIMINATING CONSOLIDATED
UMC SUBSIDIARY SUBSIDIARIES ENTRIES UMC
---------- ---------- ------------- ----------- ------------

MARCH 31, 1997
- --------------

ASSETS

Current assets.............................. $ 2 $ 102,256 $ 58,414 $ - $ 160,672
Intercompany investments.................... 695,473 (355,054) (202,082) (138,337) -
Property and equipment, net................. - 275,996 269,829 - 545,825
Other assets................................ (8,386) 51,254 (3,811) - 39,057
---------- ---------- ------------- ----------- ------------
Total assets............................. $ 687,089 $ 74,452 $ 122,350 $ (138,337) $ 745,554
========== ========== ============= =========== ============

LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities......................... $ 7,217 $ 48,123 $ 58,304 $ - $ 113,644
Long-term debt.............................. 150,000 (5,700) 12,393 - 156,693
Deferred credits and other
liabilities.............................. - 9,427 21,577 - 31,004
Stockholders' equity........................ 529,872 22,602 30,076 (138,337) 444,213
---------- ---------- ------------- ----------- ------------
Total liabilities &
stockholders' equity.................... $ 687,089 $ 74,452 $ 122,350 $ (138,337) $ 745,554
========== ========== ============= =========== ============

DECEMBER 31, 1996
- -----------------

ASSETS

Current assets.............................. $ 3 $ 93,023 $ 63,135 $ - $ 156,161
Intercompany investments.................... 668,025 (346,861) (182,827) (138,337) -
Property and equipment, net................. - 282,236 241,953 - 524,189
Other assets................................ 5,947 36,714 (4,718) - 37,943
---------- ---------- ------------- ----------- ------------
Total assets............................. $ 673,975 $ 65,112 $ 117,543 $ (138,337) $ 718,293
========== ========== ============= =========== ============

LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities......................... $ 3,327 $ 42,577 $ 52,488 $ - $ 98,392
Long-term debt.............................. 150,000 (5,700) 12,532 - 156,832
Deferred credits and other
liabilities................................ - 9,421 21,412 - 30,833
Stockholders' equity........................ 520,648 18,814 31,111 (138,337) 432,236
---------- ---------- ------------- ----------- ------------
Total liabilities &
stockholders' equity...................... $ 673,975 $ 65,112 $ 117,543 $ (138,337) $ 718,293
========== ========== ============= =========== ============

-9-

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the three months ended March 31, 1997 and 1996
(In thousands)

UNCONSOLIDATED
--------------------------------------------
GUARANTOR NON-GUARANTOR CONSOLIDATED
UMC SUBSIDIARY SUBSIDIARIES UMC
---------- ---------- ------------- -----------

1997
- ----
Cash flows from operating activities:
Net income (loss).......................... $ 3,008 $ 3,788 $ (597) $ 6,199
Adjustments to reconcile net income
(loss) to cash from operating activities.. 1,861 18,613 17,145 37,619
Changes in assets and liabilities.......... 18,223 (8,199) 28 10,052
---------- ---------- ------------- -----------
Net cash provided by operating
activities............................. 23,092 14,202 16,576 53,870
Cash flows used in investing activities..... - (6,415) (39,232) (45,647)
Cash flows provided by (used in) financing
activities................................. (23,093) 3,630 20,072 609
---------- ---------- ------------- -----------
Net increase (decrease) in cash and cash
equivalents................................ (1) 11,417 (2,584) 8,832
Cash and cash equivalents at beginning
of period.................................. 3 41,759 13,180 54,942
---------- ---------- ------------- -----------
Cash and cash equivalents at end of period.. $ 2 $ 53,176 $ 10,596 $ 63,774
========== ========== ============= ===========
1996
- ----
Cash flows from operating activities:
Net income (loss).......................... $ 2,859 $ (786) $ 1,643 $ 3,716
Adjustments to reconcile net income
(loss) to cash from operating activities.. 1,639 18,090 1,856 21,585
Changes in assets and liabilities......... 3,124 (12,318) (4,657) (13,851)
---------- ---------- ------------- -----------
Net cash provided by (used in) operating
activities............................ 7,622 4,986 (1,158) 11,450
Cash flows used in investing activities..... - (17,474) (4,393) (21,867)
Cash flows provided by (used in) financing
activities................................ (7,636) 10,193 2,019 4,576
---------- ---------- ------------- -----------
Net decrease in cash and cash
equivalents............................... (14) (2,295) (3,532) (5,841)
Cash and cash equivalents at beginning
of period................................. 31 6,631 6,924 13,586
---------- ---------- ------------- -----------
Cash and cash equivalents at end of period.. $ 17 $ 4,336 $ 3,392 $ 7,745
========== ========== ============= ===========

-10-

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION.

RESULTS OF OPERATIONS

The following table sets forth certain operating information of the Company for
the periods shown:

FOR THE THREE MONTHS
ENDED MARCH 31,
--------------------
1997 1996
------ ------
Production:
Oil (MBO)
U.S.................................... 512 556
Canada................................. 102 145
Cote d'Ivoire.......................... 294 203
Equatorial Guinea...................... 750 -
------ ------
Total................................. 1,658 904

Natural gas (MMCF)
U.S.................................... 10,588 12,292
Canada................................. 1,636 1,193
Cote d'Ivoire.......................... 951 513
------ ------
Total................................. 13,175 13,998
Average wellhead sales price, including hedging:
Oil ($ per bbl)
U.S.................................... $ 19.55 $ 18.05
Canada................................. $ 21.36 $ 16.72
Cote d'Ivoire.......................... $ 19.92 $ 18.71
Equatorial Guinea...................... $ 17.11 $ -
Average............................... $ 18.62 $ 18.15

Natural gas ($ per MCF)
U.S.................................... $ 2.62 $ 2.21
Canada................................. $ 1.90 $ 1.61
Cote d'Ivoire.......................... $ 1.87 $ 1.72
Average............................... $ 2.47 $ 2.14

Additional data ($ per BOE):
Production and operating costs /(1)/...... $ 2.65 $ 3.04
General and administrative expense........ $ 0.66 $ 1.05
Oil and natural gas depletion and
depreciation............................. $ 5.41 $ 6.00

/(1)/ Costs incurred to operate and maintain wells and related equipment,
excluding ad valorem and production taxes of $0.76 and $0.92 per BOE for
the three months ended March 31, 1997 and 1996, respectively.

-11-

THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH THE THREE MONTHS ENDED
MARCH 31, 1996.

Oil and gas revenues for the three months ended March 31, 1997 were $63.5
million, or 36.9% greater than oil and gas revenues of $46.4 million for the
three months ended March 31, 1996. The increase in oil and gas revenues is
primarily due to increased oil production volumes in West Africa and
improvements in oil and natural gas prices. The average sales price after
hedging for natural gas increased to $2.47 per Mcf, or 15.4%, in the first
quarter of 1997 as compared to the same period of 1996. The impact of hedging
on natural gas prices received and natural gas revenues for 1996 was a decrease
of $0.11 per MCF and $1.5 million, respectively. Natural gas production for the
three months ended March 31, 1997 was 13,175 MMCF, a decrease of 5.9% as
compared to the first quarter of 1996 volumes due primarily to reduced
production from the Gulf of Mexico. Oil production increased 83.4%, or 754 MBO,
in the first three months of 1997 as compared to the same period in 1996 due
primarily to increased oil production in Cote d'Ivoire and commencement of
production in Equatorial Guinea in August 1996. The average sales price after
hedging for oil increased to $18.62, or 2.6%, in the three months ended
March 31, 1997 as compared to the prior year period. The impact of hedging on
oil prices received and oil revenues for the first quarter of 1997 was a
decrease of $0.22 per barrel and $0.4 million, respectively.

During the three months ended March 31, 1997, the Company sold various non-
strategic North American properties for total cash proceeds of $3.3 million,
resulting in pre-tax gains of $0.8 million. The first quarter of 1996 gains on
sales of assets resulted primarily from a pre-tax gain of $4.8 million on cash
proceeds of $5.4 million related to the purchase by Mobil of a 10% interest in
Equatorial Guinea Block B. In addition, the Company sold various non-strategic
North American properties for total cash proceeds of $2.1 million, resulting in
$0.7 million of pre-tax gains.

Production costs, including ad valorem and production taxes, increased to
$13.2 million, or 3.1%, in the first three months of 1997 as compared to $12.8
million in the comparable period of 1996, primarily due to commencement of
production in Equatorial Guinea in August 1996. However, on a cost per barrel
of oil equivalent (BOE) basis, production costs in the first quarter of 1997
decreased $0.55 per BOE (13.9%) when compared to the first quarter of 1996.

General and administrative expenses for the three months ended March 31, 1997
were $2.5 million compared to $3.4 million in the three months ended
March 31, 1996. This decrease was primarily due to certain non-cash benefits
accrual reductions in the first quarter of 1997. General and administrative
expenses per BOE of production decreased from $1.05 per BOE in the first quarter
of 1996 to $0.66 per BOE in the comparable period of 1997.

Exploration, dry hole and lease impairment expenses for the first quarter of
1997 totaled $12.7 million as compared to $4.5 million in the first quarter of
1996. This increase of $8.2 million was primarily due to increased dry hole
costs experienced in Equatorial Guinea Block D and Cote d'Ivoire Block CI-12.
In addition, the Company had increased geological and geophysical costs in the
1997 period as compared to the 1996 period reflecting a higher level of
exploration activity in Cote d'Ivoire, Equatorial Guinea and North America.

Depreciation, depletion and amortization (DD&A) expense for the three months
ended March 31, 1997 of $21.1 million increased 6.6% from $19.8 million for the
comparable 1996 period. This increase is primarily attributable to increased
production levels in Cote d'Ivoire and Equatorial Guinea. The rate per BOE of
oil and gas DD&A decreased 9.8% from $6.00 per BOE in the first quarter of 1996
to $5.41 per BOE in the 1997 comparable period. This decrease is primarily due
to a change in the Company's production mix (lower Gulf of Mexico production
with historically high DD&A rates, offset by increased West African production
with lower DD&A rates).

Interest and debt expense for the three months ended March 31, 1997 was $4.7
million, including non-cash amortization of debt issue costs totaling $0.3
million, compared to $5.5 million in the three months ended March 31, 1996. The
decrease in interest expense is primarily due to the reduced debt levels in 1997
as a result of debt payments in late 1996 with the proceeds of the November 1996
equity offering.

An income tax provision of $5.5 million (of which $1.3 million is a current
provision and $4.2 million is a deferred provision) was recognized for the three
months ended 1997, compared to a provision of $2.6 million (of which $0.1
million was a current provision and $2.5 million was a deferred provision) for
the comparable 1996 period. Significantly impacting first quarter 1997 current
taxes is a $1.2 million non-cash provision representing current taxes incurred
in Cote d'Ivoire which, under the terms of the production sharing contract, will
be paid by the Ivorian government from their production proceeds. Consistent
with Statement of Financial Accounting Standards (SFAS) 109, Accounting for
Income Taxes, the deferred income tax provision or benefit was derived primarily
from changes in deferred income tax assets and

-12-

liabilities recorded on the balance sheet.

The Company reported net income of $6.2 million, or $0.17 per share, for the
first quarter of 1997 compared to a net income of $3.7 million, or $0.10 per
share, for the first quarter of 1996.

CAPITAL RESOURCES AND LIQUIDITY

The Company has historically funded its operations, acquisitions, exploration
and development expenditures from cash flows from operating activities, bank
borrowings, sales of common and preferred stock, issuance of senior subordinated
notes, sales of non-strategic oil and natural gas properties, sales of partial
interests in exploration concessions and project finance borrowings.

The primary sources of cash for the Company during the three months ended
March 31, 1997, included proceeds from funds generated from operations, proceeds
from asset sales and exercise of stock options. In the comparable period of
1996, the primary sources of cash included funds generated from operations,
proceeds from asset sales and bank borrowings. Primary cash uses for the
quarters ended March 31, 1997 and 1996 included capital expenditures (including
exploration expenses) which totaled $49.0 million and $29.4 million,
respectively. In addition, during the three months ended March 31, 1997, cash
uses include $2.2 million of debt issue costs as a result of the new Credit
Facility discussed below.

Discretionary cash flow, a measure of performance for exploration and
production companies, is derived by adjusting net income to eliminate the
effects of exploration expenses, including dry hole costs and impairments, DD&A,
deferred income tax, gain (loss) on sale of assets and non-cash amortization of
debt issue costs. The effects of working capital changes are not taken into
account. This measure reflects an amount that is available for capital
expenditures, debt repayment or dividend payments. The company generated
discretionary cash flow for the three months ended March 31, 1997 and 1996 of
approximately $43.8 million and $25.3 million, respectively. The 73% increase
in discretionary cash flow in the 1997 period as compared to the 1996 period is
primarily due to increased oil production in Cote d'Ivoire and Equatorial Guinea
and the overall improvements in oil and natural gas prices.

The company has used the Credit Facility to partially finance its
expenditures. During March 1997, the Company completed negotiations to expand
the Credit Facility to $300 million from $200 million with an initial borrowing
base of $275 million. As of March 31, 1997, the Company had no outstanding
loans thereunder and outstanding letters of credit of approximately $0.6
million. Resulting liquidity (including cash) at March 31, 1997 was
approximately $338 million. As of December 31, 1996, the borrowing base under
the Credit Facility was $200 million, and the Company had no outstanding loans
thereunder and outstanding letters of credit of approximately $0.6 million.
Resulting liquidity (including cash) exceeded $254 million.

As part of its on-going operations, the Company periodically sells interests
in proved reserves and enhanced exploration prospects. This practice continued
in the first quarters of 1997 and 1996, with net cash proceeds from sales of
assets of $3.3 million and $7.5 million, respectively. During the three months
ended March 31, 1997, the cash proceeds were generated through the sale of
various non-strategic North American properties. These proceeds were used to
redeploy capital to domestic and international opportunities which management
believes represent higher rates of return.

The Company's capital expenditure budget for 1997 is expected to be
approximately $250 million, consisting of approximately $84 million for
exploration, approximately $159 million for development and approximately $7
million of other capital expenditures. Primary areas of emphasis will be East
Texas, the Gulf of Mexico and Western Africa. Based upon the results of
exploration activities during 1997, the operating capital budget could be
expanded by approximately $50 million for follow-up appraisal or development
expenditures. Funding for capital expenditures is anticipated to come from
present cash on hand, discretionary cash flow and, if necessary, borrowings
under the credit facility. In addition, the Company will evaluate its level of
capital spending throughout the year based upon drilling results, commodity
prices, cash flows from operations and property acquisitions. Actual capital
spending may vary from the initial capital expenditure budget.

Due to the aforementioned expanded credit facility and the equity offering
completed in November 1996, the Company's financial structure has been
significantly strengthened. The Company's debt to total capitalization ratio
has decreased to 26.2% at March 31, 1997, from 26.7% at December 31, 1996.
Combined with cash flows from operating activities, the Company has the
financial strength, leverage and liquidity that will allow it to fund the 1997
capital

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expenditure program, including the international exploration and development
opportunities in Cote d'Ivoire and Equatorial Guinea, and continue to
selectively pursue strategic corporate and property acquisitions.

The Company's interest coverage ratio (calculated as the ratio of income from
operations plus DD&A and exploration expense to interest plus capitalized
interest less non-cash amortization of debt issue costs) was 11.3 to 1 for the
first quarter of 1997, compared with 6.4 to 1 for the first quarter of 1996.

FOREIGN CURRENCY TRANSACTIONS

The Company conducts a portion of its business in Canadian dollars.
Therefore, a portion of the Company's business is subject to fluctuations in
currency exchange rates. In preparing the Company's financial statements, the
results of operations of the Canadian subsidiary are generally translated at the
average exchange rate for the year-to-date, and the subsidiary's assets and
liabilities are translated at the rate of exchange in effect on the balance
sheet date.

The majority of revenues and expenditures for the Company's West African
operations are settled and all books and records are maintained in the U.S.
dollar.

CHANGES IN PRICES AND INFLATION

The Company's revenues and the value of its oil and natural gas properties
have been, and will continue to be, effected by changes in oil and natural gas
prices. The Company's ability to maintain its current borrowing capacity and to
obtain additional capital on attractive terms is also substantially dependent on
oil and natural gas prices. Oil and natural gas prices are subject to
significant seasonal, market and other fluctuations that are beyond the
Company's ability to control or predict. Although certain Company costs and
expenses are effected by the level of inflation, inflation did not have a
significant effect on the Company's results of operations for the first three
months of 1997 or 1996.

FORWARD - LOOKING STATEMENTS

Certain statements in this report, including statements of the Company's and
management's expectations, intentions, plans and beliefs, including those
contained in or implied by "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Notes to Consolidated Financial
Statements, are forward-looking statements, as defined in Section 21E of the
Securities Exchange Act of 1934, that are dependent on certain events, risks and
uncertainties that may be outside the Company's control. These forward-looking
statements include statements of management's plans and objectives for the
Company's future operations and statements of future economic performance;
information regarding drilling schedules, expected or planned production or
transportation capacity, future production levels of international and domestic
fields, the Company's capital budget and future capital requirements, the
Company's meeting its future capital needs, the Company's realization of its
deferred tax asset, the level of future expenditures for environmental costs and
the outcome of regulatory and litigation matters; and the assumptions described
in this report underlying such forward-looking statements. Actual results and
developments could differ materially from those expressed in or implied by such
statements due to a number of factors, including, without limitation, those
described in the context of such forward-looking statements, fluctuations in the
price of crude oil and natural gas, the success rate of exploration efforts,
timeliness of development activities, and the risk factors described from time
to time in the Company's other documents and reports filed with the Securities
and Exchange Commission.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is a named defendant in lawsuits and is a party in governmental
proceedings in the ordinary course of business. While the outcome of such
lawsuits or other proceedings against the Company cannot be predicted with
certainty, management does not expect these matters to have a material adverse
effect on the financial condition or results of operations of the Company.

ITEM 2. CHANGES IN SECURITIES.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits: See Index to Exhibits on page 17.

(b) Report on Form 8-K:

None.

SIGNATURES

Pursuant to the requirements 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.

UNITED MERIDIAN CORPORATION

May 9, 1997 /s/Jonathan M. Clarkson
------------------------
Jonathan M. Clarkson
Executive Vice President and
Chief Financial Officer

/s/Christopher E. Cragg
------------------------
Christopher E. Cragg
Vice President, Controller and
Chief Accounting Officer

-15-

INDEX TO EXHIBITS

EXHIBIT
NUMBER EXHIBIT
- -------

3.1 Certificate of Incorporation of the Company, as amended,
incorporated by reference to Exhibit 3.1 to UMC's 1995 Form 10-K
filed with the Securities and Exchange Commission on March 7, 1996.

3.2 By-laws of the Company, as amended, incorporated by reference to
Exhibit 3.2 to UMC's 1995 Form 10-K filed with the Securities and
Exchange Commission on March 7, 1996.

4.1 Amendment No. 1 to Registration Rights Agreement dated as of August
9, 1994 among GARI, UMC, General Atlantic Corporation, John Hancock
Mutual Life Insurance Company and Fidelity Oil Holdings, Inc.,
incorporated by reference to Exhibit (c)(8) to UMC's Schedule 14D-1
(No. 5-44990) filed with the Securities and Exchange Commission on
August 11, 1994.

4.2 Specimen of certificate representing Series A Voting Common Stock,
$.01 par value, of the Company, incorporated herein by reference to
Exhibit 4.13 to the Company's Form 10-Q for the period ended
June 30, 1994 filed with the Securities and Exchange Commission on
August 10, 1994.

4.3 Stock Purchase Agreement of Series F Convertible Preferred Stock
(par value $0.01 per share) between UMC and John Hancock Mutual Life
Insurance Company, The Travelers Insurance Company, The Travelers
Life and Annuity Company, The Phoenix Insurance Company and the
Travelers Indemnity Company dated June 30, 1994, incorporated by
reference to Exhibit 4.16 to UMC's Form 10-Q for the quarterly
period ended June 30, 1995, filed with the Securities and Exchange
Commission on August 10, 1995.

4.4 Stock Purchase Agreement of Series F Convertible Preferred Stock
(par value $0.01 per share) between UMC and John Hancock Mutual Life
Insurance Company dated July 24, 1995, incorporated by reference to
Exhibit 4.17 to UMC's Form 10-Q for the quarterly period ended
June 30, 1995, filed with the Securities and Exchange Commission on
August 10, 1995.

4.5 First Amendment to Credit Agreement among UMC, The Chase Manhattan
Bank, N.A., Morgan Guaranty Trust Company of New York and Lenders
Signatory thereto dated as of June 30, 1995, incorporated by
reference to Exhibit 4.18 to UMC's Form 10-Q for the quarterly
period ended June 30, 1995, filed with the Securities and Exchange
Commission on August 10, 1995.

4.6 Loan Agreement between UMIC Cote d'Ivoire Corporation and
International Finance Corporation dated as of July 14, 1995,
incorporated by reference to Exhibit 4.19 to UMC's Form 10-Q for the
quarterly period ended June 30, 1995, filed with the Securities and
Exchange Commission on August 10, 1995.

4.7 Share Retention, Guarantee and Clawback Agreement among UMC, UMC
Petroleum Corporation, UMIC Cote d'Ivoire Corporation and
International Finance Corporation dated as of July 14, 1995,
incorporated by reference to Exhibit 4.20 to UMC's Form 10-Q for the
quarterly period ended June 30, 1995, filed with the Securities and
Exchange Commission on August 10, 1995.

4.8 Fourth Joint Amendment to Amended and Restated Credit Agreement and
to Amended and Restated Credit Agreement (Canada) effective as of
October 30, 1995, incorporated by reference to Exhibit 4.21 to UMC's
Form 10-Q for the quarterly period ended September 30, 1995, filed
with the Securities and Exchange Commission on November 13, 1995.

4.9 Indenture between the Company, Petroleum and Bank of Montreal Trust
Company, dated October 30, 1995, incorporated by reference to
Exhibit 4.20 to UMC's 1995 Form 10-K filed with the Securities
and Exchange Commission on March 7, 1996.

-16-

4.10 Rights Agreement by and between United Meridian Corporation and
Chemical Mellon Shareholder Services, L.L.C., as Rights Agent, dated
as of February 13, 1996, incorporated by reference as Exhibit 1 to
Form 8-K, filed with the Securities and Exchange Commission on
February 14, 1996.

4.11* Global Credit Agreement dated as of March 18, 1997, among United
Meridian Corporation, UMC Petroleum Corporation, The Chase Manhattan
Bank, N.A., as Administrative Agent, Morgan Guaranty Trust Company
of New York, as Syndication Agent, NationsBank of Texas, N.A. and
Societe Generale, as Documentation Agents, Banque Paribas, Wells
Fargo Bank, N.A., and Colorado National Bank, as Co-Agents and The
Lenders Now or Hereafter Signatory Hereto.

4.12* Credit Agreement dated as of March 18, 1997 among UMC Resources
Canada Ltd., as the Company, The Chase Manhattan Bank of Canada, as
Agent, and the Lenders Signatory Hereto.

4.13* Guaranty Agreement dated as of March 18, 1997, by UMC Petroleum
Corporation in favor of The Chase Manhattan Bank of Canada, as
Administrative Agent, and The Lenders Now or Hereafter Signatory to
the Credit Agreement.

4.14* Guaranty Agreement dated as of March 18, 1997, by United Meridian
Corporation in favor of The Chase Manhattan Bank, as Administrative
Agent, Morgan Guaranty Trust Company of New York, as Syndication
Agent, NationsBank of Texas, N.A. and Societe Generale, as
Documentation Agents, Banque Paribas, Wells Fargo Bank, N.A., and
Colorado National Bank as Co-Agents, and The Lenders Now or
Hereafter Signatory to the Credit Agreement.

4.15* Guaranty Agreement dated as of March 18, 1997 by United Meridian
Corporation in favor of The Chase Manhattan Bank of Canada, as
Administrative Agent, and The Lenders Now or Hereafter Signatory to
the Credit Agreement.

4.16* Guaranty Agreement dated as of March 18, 1997 by Norfolk Holdings,
Inc. as the Guarantor, in favor of The Chase Manhattan Bank, as
Administrative Agent, Morgan Guaranty Trust Company of New York as
Syndication Agent, NationsBank of Texas, N.A. and Societe Generale,
as Documentation Agents, Banque Paribas, Wells Fargo Bank, N.A., and
Colorado National Bank, as Co-Agents, and The Lenders Now or
Hereafter Signatory to the Credit Agreement.

4.17* Guaranty Agreement dated as of March 18, 1997 by UMIC Cote d'Ivoire
Corporation, as the Guarantor, in favor of The Chase Manhattan Bank,
as Administrative Agent, Morgan Guaranty Trust Company of New York,
as Syndication Agent, NationsBank of Texas, N.A., and Societe
Generale, as Documentation Agents, Banque Paribas, Wells Fargo Bank,
N.A., and Colorado National Bank, as Co-Agents, and The Lenders Now
or Hereafter Signatory to the Credit Agreement.

4.18* Guaranty Agreement dated as of March 18, 1997 by UMC Equatorial
Guinea Corporation, as the Guarantor, in favor of The Chase
Manhattan Bank, as Administrative Agent, Morgan Guaranty Trust
Company of New York, as Syndication Agent, NationsBank of Texas,
N.A. and Societe Generale, as Documentation Agents, Banque Paribas,
Wells Fargo Bank, N.A., and Colorado National Bank, as Co-Agents,
and The Lenders Now or Hereafter Signatory to the Credit Agreement.

4.19* Intercreditor Agreement dated as of March 18, 1997, among United
Meridian Corporation, UMC Petroleum Corporation, Norfolk Holdings
Inc., UMC Resources Canada Ltd., UMIC Cote d'Ivoire Corporation, UMC
Equatorial Guinea Corporation, The Chase Manhattan Bank, as
Administrative Agent and Collateral Agent, Morgan Guaranty Trust
Company of New York, as Syndication Agent, NationsBank of Texas,
N.A. and Societe Generale, as Documentation Agents, Banque Paribas,
Wells Fargo Bank, N.A., as Co-Agents, The Chase Manhattan Bank of
Canada, as Canadian Agent, and The Lenders Now or Hereafter
Signatory Hereto.

10.1 Employment Agreement dated as of August 9, 1994, among Donald D.
Wolf, UMC and Petroleum, incorporated by reference to Exhibit (c)(4)
to UMC's Schedule 14D-1 (No. 5-44990) filed with the Securities and
Exchange Commission on August 11, 1994.

-17-

10.2 The UMC Petroleum Savings Plan as amended and restated incorporated
herein by reference to Exhibit 4.10 to the Company's Form S-8 (No.
33-73574) filed with the Securities and Exchange Commission on
December 29, 1993.

10.3 First Amendment to the UMC Petroleum Savings Plan, as Amended and
Restated as of January 1, 1993, dated April 18, 1994, incorporated
by reference to Exhibit 10.3 to UMC's 1994 Form 10-K filed with the
Securities and Exchange Commission on March 10, 1995.

10.4 UMC 1987 Nonqualified Stock Option Plan, as amended, incorporated
herein by reference to Exhibit 10.3 to the Company's Form S-1 (No.
33-63532) filed with the Securities and Exchange Commission on
May 28, 1993.

10.5 Third Amendment to UMC 1987 Nonqualified Stock Option Plan dated
November 16, 1993 incorporated herein by reference to Exhibit 10.4
to the Company's 1993 Form 10-K filed with the Securities and
Exchange Commission on March 7, 1994.

10.6 Fourth Amendment to UMC 1987 Nonqualified Stock Option Plan dated
April 6, 1994, incorporated by reference to Exhibit 10.6 to UMC's
1994 Form 10-K filed with the Securities and Exchange Commission on
March 10, 1995.

10.7 UMC 1994 Employee Nonqualified Stock Option Plan incorporated by
reference to Exhibit 4.14 to the Company's Form S-8 (No. 33-79160)
filed with the Securities and Exchange Commission on May 19, 1994.

10.8 First Amendment to the UMC 1994 Employee Nonqualified Stock Option
Plan dated November 16, 1994, incorporated by reference to Exhibit
4.11.1 to the Company's Form S-8 (No. 33-86480) filed with the
Securities and Exchange Commission on November 18, 1994.

10.9 Second Amendment to the UMC 1994 Employee Nonqualified Stock Option
Plan dated May 22, 1996, incorporated by reference to Exhibit 4.3.2
to the Company's Form S-8 (No. 333-05401) filed with the Securities
and Exchange Commission on June 6, 1996.

10.10 Form of the Third Amendment to the UMC 1994 Employee Nonqualified
Stock Option Plan dated November 13, 1996, incorporated by reference
to Exhibit 10.10 to UMC's 1996 Form 10-K filed with the Securities
and Exchange Commission on March 7, 1997.

10.11 UMC 1994 Outside Directors' Nonqualified Stock Option Plan
incorporated herein by reference to Exhibit 4.15 to the Company's
Form S-8 (No. 33-79160) filed with the Securities and Exchange
Commission on May 19, 1994.

10.12 First Amendment to the UMC 1994 Outside Directors' Nonqualified
Stock Option Plan dated May 22, 1996, incorporated by reference to
Exhibit 4.4.1 to the Company's Form S-8 (No. 333-05401) filed with
the Securities and Exchange Commission on June 6, 1996.

10.13 Form of the Second Amendment to the UMC 1994 Outside Directors'
Nonqualified Stock Option Plan dated November 13, 1996, incorporated
by reference to Exhibit 10.13 to UMC's 1996 Form 10-K filed with the
Securities and Exchange Commission on March 7, 1997.

10.14 UMC Petroleum Corporation Supplemental Benefit Plan effective
January 1, 1994, approved by the Board of Directors on March 29,
1994, incorporated by reference to Exhibit 10.10 to UMC's 1994 Form
10-K filed with the Securities and Exchange Commission on
March 10, 1995.

10.15 Form of Indemnification Agreement, with Schedule of Signatories,
incorporated herein by reference to Exhibit 10.4 to the Company's
Form S-1 (No. 33-63532) filed with the Securities and Exchange
Commission on May 28, 1993.

10.16 Petroleum Production Sharing Contract on Block CI-11 dated June 27,
1992 among the Republic of

-18-

Cote d'Ivoire, UMIC Cote d'Ivoire Corporation and Societe Nationale
d'Operations Petrolieres de la Cote d'Ivoire (including English
translation), incorporated herein by reference to Exhibit 10.5 to
Amendment No. 3 to the Company's Form S-1 (No. 33-63532) filed with
the Securities and Exchange Commission on July 20, 1993.

10.17 Production Sharing Contract dated August 18, 1992 between the
Republic of Equatorial Guinea and United Meridian International
Corporation (Area A -Offshore NE Bioco), incorporated herein by
reference to Exhibit 10.6 to Amendment No. 1 to the Company's
Form S-1 (No. 33-63532) filed with the Securities and Exchange
Commission on June 18, 1993.

10.18 Production Sharing Contract dated June 29, 1992 between the Republic
of Equatorial Guinea and United Meridian International Corporation
(Area B -Offshore NW Bioco), incorporated herein by reference to
Exhibit 10.7 to Amendment No. 1 to the Company's Form S-1
(No. 33-63532) filed with the Securities and Exchange Commission on
June 18, 1993.

10.19 Production Sharing Contract dated June 29, 1994 between the Republic
of Equatorial Guinea and United Meridian International Corporation
(Area C -Offshore Bioco) incorporated by reference to Exhibit 10.15
to UMC's 1994 Form 10-K filed with the Securities and Exchange
Commission on March 10, 1995.

10.20 Production Sharing Contract on Block CI-01 dated December 5, 1994
among The Republic of Cote d'Ivoire, UMIC Cote d'Ivoire Corporation
and Societe Nationale d'Operations Petrolieres de la Cote d'Ivoire
(English translation) incorporated by reference to Exhibit 10.16 to
UMC's 1994 Form 10-K filed with the Securities and Exchange
Commission on March 10, 1995.

10.21 Production Sharing Contract on Block CI-02 dated December 5, 1994
among The Republic of Cote d'Ivoire UMIC Cote d'Ivoire Corporation
and Societe Nationale d'Operations Petrolieres de la Cote d'Ivoire
(English translation) incorporated by reference to Exhibit 10.17 to
UMC's 1994 Form 10-K filed with the Securities and Exchange
Commission on March 10, 1995.

10.22 Production Sharing of Block CI-12 dated April 27, 1995 among The
Republic of Cote d'Ivoire, UMIC Cote d'Ivoire Corporation and others
(English translation), incorporated by reference to Exhibit 10.18 to
UMC's 1995 Form 10-K filed with the Securities and Exchange
Commission on March 7, 1996.

10.23 Contract for Sale and Purchase of Natural Gas for Block CI-11 among
Caisse Autonome D'Amortissement, UMIC Cote d'Ivoire Corporation and
others dated September 30, 1994 (French and English translation)
incorporated by reference to Exhibit 10.7 to the Company's Form 10-Q
for the period ended September 30, 1994 filed with the Securities
and Exchange Commission on November 14, 1994.

10.24 Production Sharing Contract dated April 5, 1995 between The Republic
of Equatorial Guinea and UMIC Equatorial Guinea Corporation
(Area D - Offshore Bioco) incorporated by reference to Exhibit 10.20
to the Company's Form 10-Q for the period ended June 30, 1995 filed
with the Securities and Exchange Commission on August 10, 1995.

10.25 Contract for Purchase and Sale of Lion Crude Oil between UMIC Cote
d'Ivoire Corporation, International Finance Corporation, G.N.R.
(Cote d'Ivoire) Ltd. and Pluspetrol S.A. and Total International
Limited, dated December 1, 1995, incorporated by reference to
Exhibit 10.22 to UMC's 1995 Form 10-K filed with the Securities and
Exchange Commission on March 7, 1995.

10.26 Amendment to United Meridian Corporation 1994 Non-Qualified Stock
Option Agreement for Former Employees of General Atlantic Resources,
Inc. dated as of April 16, 1996 among UMC and Donald D. Wolf,
incorporated by reference to Exhibit 10.22 to the Company's Form 10-
Q for the period ended June 30, 1996 filed with the Securities and
Exchange Commission on August 8, 1996.

10.27 Amendment to Employment Agreement dated as of April 16, 1996 among
Petroleum and Donald

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D. Wolf incorporated by reference to Exhibit 10.23 to the Company's
Form 10-Q for the period ended June 30, 1996 filed with the
Securities and Exchange Commission on August 8, 1996.

10.28 Employment Agreement, dated October 9, 1996, between UMC, UMC
Petroleum Corporation and James L. Dunlap, incorporated by reference
to Exhibit 10.1 to UMC's Form S-3, Amendment No. 2 (No. 333-12823),
filed with the Securities and Exchange Commission on
October 30, 1996.

10.29 Form of Indemnification Agreement with a schedule of director
signatories, incorporated by reference to Exhibit 10.2 to UMC's Form
S-3, Amendment No. 2 (No. 333-12823) filed with the Securities and
Exchange Commission on October 30, 1996.