Mitchell Energy & Development Corp – ‘10-K’ for 1/31/94

As of:  Tuesday, 4/26/94   ·   For:  1/31/94   ·   Accession #:  950129-94-319   ·   File #:  1-06959

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Mitchell Energy 10-K 1994                             25    138K 
 2: EX-4.A      To Mitchell 10-K                                      12     38K 
 3: EX-10.F     To Mitchell 10-K                                      21     40K 
 4: EX-10.G     To Mitchell 10-K                                      19     39K 
 5: EX-10.J     To Mitchell 10-K                                      26     92K 
 6: EX-12       To Mitchell 10-K                                       2±    10K 
 7: EX-13       To Mitchell 10-K                                      70    350K 
 8: EX-21       To Mitchell 10-K                                       2±     9K 
 9: EX-23       To Mitchell 10-K                                       1      7K 
10: EX-99.A     To Mitchell 10-K                                       1      7K 
11: EX-99.B     To Mitchell 10-K                                       1      7K 

10-K   —   Mitchell Energy 10-K 1994
Document Table of Contents

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

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

FORM 10-K 

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 

FOR THE FISCAL YEAR ENDED JANUARY 31, 1994

OR

 [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 

COMMISSION FILE NUMBER 1-6959 

MITCHELL ENERGY & DEVELOPMENT CORP. 
(Exact name of registrant as specified in its charter)

  TEXAS                                 74-1032912
     (State of Incorporation)           (I.R.S. Employer Identification No.)

2001 TIMBERLOCH PLACE                                     
THE WOODLANDS, TEXAS                              77380   
(Address of Principal Executive Offices)                  (Zip Code)          

Registrant's telephone number including area code: (713) 377-5500 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: 

                                                                [Download Table]

                                      Name of each exchange
                Title of each class    on which registered 
                -------------------   ---------------------
                                                           
Class A Common Stock, $.10 Par Value  New York and Pacific 
Class B Common Stock, $.10 Par Value  New York and Pacific 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  NONE 

Indicate by check mark whether the registrant (1) has filed all reports         
required to be filed by Section 13 or Section 15(d) of the Securities Exchange  
Act of 1934 during the preceding 12 months, and (2) has been subject to such    
filing requirements for the past 90 days.  Yes  X    No                         

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of this Form 10-K or any amendment to     
this Form 10-K. [X]                                                             

The aggregate market value of voting stock held by nonaffiliates of the 
registrant at March 31, 1994 was approximately $157,965,000.  

Shares of common stock outstanding at March 31, 1994: 
Class A - 23,563,836
Class B - 29,189,185

DOCUMENTS INCORPORATED BY REFERENCE 

Portions of the following documents are incorporated by reference into the  
indicated parts of this report: Annual Report to Stockholders 
for the fiscal year ended January 31, 1994 -  
Parts I and II.  Definitive Proxy Statement to be filed 
within 120 days after January 31, 1994 - Part III.  

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PART I

ITEM 1 - BUSINESS                                                               

  Except for a discussion of competition, information required by this
item is incorporated by reference from portions of Mitchell Energy &            
Development Corp.'s Annual Report to Stockholders for the fiscal year ended     
January 31, 1994 furnished to the Commission pursuant to Rule 14a-3(b) under    
the Securities Exchange Act of 1934 (Annual Report to Stockholders).            

                                                        [Enlarge/Download Table]

CROSS REFERENCE TO APPLICABLE SECTIONS                                                             
   OF ANNUAL REPORT TO STOCKHOLDERS                                                        PAGE    
--------------------------------------                                                 ------------
                                                                                                   
                                                                                          Inside   
The Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Front Cover
Exploration and Production Division  . . . . . . . . . . . . . . . . . . . . . . . . .  6, 9  - 13 
Transmission and Processing Division   . . . . . . . . . . . . . . . . . . . . . . . .  14, 17 - 21
Real Estate Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22, 25 - 28
Notes to Consolidated Financial Statements                                                         
   Note 9:  Segment Information  . . . . . . . . . . . . . . . . . . . . . . . . . . .    57 - 58  

Competition                                                                     

      The Registrant is a holding company which conducts all of its operations
through its subsidiaries, collectively referred to as "the Company."  The       
Company is one of the nation's largest independent oil and gas producers and is 
a leading real estate developer in the Houston-Galveston area.  Its             
energy-related operations include the exploration for and production of natural 
gas and crude oil, production of natural gas liquids (NGLs) and the operation   
of intrastate pipelines.  The Company has substantial real estate holdings,     
mostly within a 50-mile radius of Houston, Texas.                               

    Within its energy businesses, the Company competes with many companies
that have substantially larger financial and other resources or whose           
operations are more fully integrated than the Company's.  The oil and gas       
industry is highly competitive.  There is competition within the industry and   
also with other industries in supplying the fuel and energy needs of commerce,  
industry and individuals.  Due to relatively higher domestic finding costs and  
continued unfavorable price levels for oil and gas, many energy companies have  
chosen in recent years to focus on international activities and to reduce or    
eliminate their U.S. operations.  However, the Company intends to retain its    
domestic focus and hopes to benefit from lessened competition for prospects and 
the availability of opportunities for producing property acquisitions.  From a  
competitive standpoint, those focusing on international activities have chosen  
to seek potentially more prolific opportunities in areas where operations       
generally are subject to much greater political risk and other uncertainties.   
Alternatively, the Company has chosen to limit these risks by continuing to     
operate only in the U.S.  Also, the Company's operations and cash flows benefit 
from the fact that almost one-half of its natural gas production is sold under  
a long-term contract at prices well above those that are available currently    
for market-sensitive production.                                                

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 The Company owns or has interests in over 60 natural gas processing
plants located in Texas, Oklahoma and New Mexico, and it ranked 13th in daily   
domestic NGL production in calendar 1992.  The Company also has fractionating   
equipment at several of its processing plants and owns a 38.75% interest in a   
large fractionating plant near Mont Belvieu on the upper Texas Gulf Coast.      
After being fractionated into ethane, propane, butanes and natural gasoline,    
the NGLs are used by others in the production of plastics, paints, solvents,    
synthetic rubber, gasoline and a wide variety of other products.  Propane also  
is widely used as a fuel in rural areas for cooking, home heating and crop      
drying.  The Company has entered the downstream business through its one-third  
interest in a partnership which is constructing a plant at Mont Belvieu, Texas, 
to produce MTBE, an oxygenate used in the production of environmentally cleaner 
gasoline.  The plant, which has a design capacity of 12,500 barrels per day, is 
expected to begin production during the summer of 1994.                         

  The Company owns or has interests in intrastate natural gas pipeline
systems located in Texas with an aggregate length of over 4,000 miles.  The     
Company's pipeline systems tend to be regional gathering systems which operate  
in highly competitive local markets.  These pipelines intersect with numerous   
other pipelines, enabling the Company to buy, sell, transport and exchange gas  
with other pipeline operators.  In the fall of 1992, the Company commenced      
limited operations of its Spindletop Gas Storage Facility, which is expected to 
improve the Company's competitive position in the petrochemical and industrial  
markets of Southeast Texas.                                                     

      The Company's largest real estate development project--The Woodlands--is
a 25,000-acre master-planned community with a population approaching 39,000.    
During each of the last four years, The Woodlands ranked first among Houston's  
residential communities in lot sales, new home sales and housing starts.  The   
Woodlands Mall is under construction and is projected to open in October 1994   
with four major anchor department stores.  The Company believes the new mall    
will be a catalyst for additional commercial land sales and will enhance        
residential and commercial land values in The Woodlands.  The number of         
residential communities competing for new home buyers in the Houston area is    
expected to increase, resulting in a reduced market share (based on the         
percentage of new homes sold) for the master-planned communities.  However,     
with the related expansion in the size of the overall market, the Company       
anticipates that it will be able to maintain its residential unit sales volume  
near the level achieved in recent years.  Several of the Houston area           
master-planned communities are owned by companies having substantially greater  
financial resources than the Company.                                           

  The Company's operations have been and may be in the future affected
from time to time in varying degree by general economic conditions and by laws  
and regulations, including restrictions on production, price controls, tax      
increases and environmental regulations.  The Company's energy price            
realizations are often volatile and generally are affected by world supply and  
demand conditions.  Real estate sales, on the other hand, may be affected by    
available disposable income, interest rates, availability of financing and      
numerous other factors.                                                         

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ITEM 2 - PROPERTIES                                                             

 Information required by this item is incorporated by reference from
portions of the Annual Report to Stockholders.                                  

                                                        [Enlarge/Download Table]

CROSS REFERENCE TO APPLICABLE SECTIONS                                                             
   OF ANNUAL REPORT TO STOCKHOLDERS                                                        PAGE    
--------------------------------------                                                 ------------
                                                                                                   
Exploration and Production Division  . . . . . . . . . . . . . . . . . . . . . . . . .  6, 9 - 13  
Transmission and Processing Division . . . . . . . . . . . . . . . . . . . . . . . . .  14, 17 - 21
Real Estate Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22, 25 - 28
Operating Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      33     
Supplemental Oil and Gas Information (unaudited) . . . . . . . . . . . . . . . . . . .    63 - 66  

OTHER OIL AND GAS RELATED DATA                                                  

 The following information is required by Sections 3, 5 and 6 of the
Securities Act Industry Guide 2, Disclosure of Oil and Gas Operations.          

AVERAGE PRODUCTION COST IN EQUIVALENT UNITS(a)                                  

                                                        [Enlarge/Download Table]

                                                                        Year Ended January 31        
                                                                  ---------------------------------- 
                                                                    1994          1993         1992  
                                                                  --------      --------     --------
                                                                                                     
  Combined natural gas, crude oil                                                                    
     and condensate production                                                                       
     (thousand cubic feet per day)(B) . . . . . . . . . . . . . .  228,000       186,000      195,000
  Average production cost per                                                                        
     equivalent thousand cubic feet . . . . . . . . . . . . . . . $    .75       $   .88      $   .80
---------------------------                                                                          

(a) Includes equity partnership interests.                                      
(b) Expressed in equivalent units of production with barrels of oil             
converted to cubic feet of gas based on relative sales value.           

UNDEVELOPED ACREAGE                                                             
At January 31, 1994                                                             

                                                        [Enlarge/Download Table]

                                                                             Earliest Material
                                                                               Expiration(a)  
                                                                             -----------------
                               Gross       Net        Concentration      %     Net    Calendar
 Location                      Acres      Acres     (County or Area)    (b)   Acres     Year  
 --------                     -------    -------  ------------------    ---  ------   --------
                                                                                              
Colorado  . . . . . . . . .    26,200     22,400  Garfield, Rio Blanco   70   4,400     1995  
New Mexico  . . . . . . . .    66,800     59,600  Eddy, Lea              91  15,100     1996  
Ohio  . . . . . . . . . . .   110,500    110,000  Lawrence, Seneca       64  28,700     1995  
South Dakota  . . . . . . .    40,600     13,200  Butte                 100  10,000     2003  
Texas   . . . . . . . . . .   200,600    141,100  North Texas            50  71,100     1994  
Utah  . . . . . . . . . . .    58,300     54,100  Uintah                 92  13,400     1995  
Wyoming   . . . . . . . . .    21,400     11,300  Sweetwater, Fremont    81   3,100     1995  
Other (c)   . . . . . . . .   102,800     85,800                                              
                            ---------  ---------                                              
Total undeveloped acreage     627,200    497,500                                              
Producing acreage   . . . .   843,000    625,900                                              
                            ---------  ---------                                              
Total acreage   . . . . . . 1,470,200  1,123,400                                              
                            =========  =========                                              

----------------                                                                
(a) Expiring leases may be renewed if conditions warrant.                       
(b) Percentage of the state's net acres located in the indicated areas of       
concentration.                                                          
(c) Includes Alabama, Arkansas, California, Kansas, Louisiana, Mississippi,     
Montana, Nebraska, New York, Oklahoma, Pennsylvania and West Virginia.  

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DRILLING ACTIVITY (a)                                                           
For the year ended January 31                                                   

                                                        [Enlarge/Download Table]

                                            Exploratory          Development              Total       
                                        ------------------    ------------------    ------------------
     Well Completions          Total    Oil    Gas     Dry    Oil    Gas     Dry    Oil    Gas     Dry
--------------------------     -----    ---    ---     ---    ---    ---     ---    ---    ---     ---
                                                                                                      
Gross Wells--1994                                                                                     
  Texas                                                                                               
    North Texas   . . . . . .    69     -       -       -     12      53      4     12      53      4 
    East Central Texas  . . .    12     -       -       -      -      12      -      -      12      - 
    Gulf Coast  . . . . . . .    36     -       3      12      1      18      2      1      21     14 
  New Mexico  . . . . . . . .    24     3       5       3     11       1      1     14       6      4 
  Colorado  . . . . . . . . .     5     -       -       1      -       4      -      -       4      1 
  Other (b)   . . . . . . . .     8     2       -       4      -       2      -      2       2      4 
                              -----   ---     ---    ----   ----    ----    ---   ----    ----   ---- 
  Total (c)   . . . . . . . .   154     5       8      20     24      90      7     29      98     27 
                              =====   ===     ===    ====   ====    ====    ===   ====    ====   ==== 

Net Wells                                                                                             
  1994  . . . . . . . . . . . 121.4   4.5     5.8    12.0   17.1    77.1    4.9   21.6    82.9   16.9 
                              =====   ===     ===    ====   ====    ====    ===   ====    ====   ==== 
  1993  . . . . . . . . . . .  77.6   2.0     3.1     7.8   18.4    39.2    7.1   20.4    42.3   14.9 
                              =====   ===     ===    ====   ====    ====    ===   ====    ====   ==== 
  1992  . . . . . . . . . . .  83.1   2.7     4.3    11.8   13.5    46.6    4.2   16.2    50.9   16.0 
                              =====   ===     ===    ====   ====    ====    ===   ====    ====   ==== 

___________________________                                                     
(a) Excludes service wells; includes equity partnership interests.              
(b) Mississippi, New York, Ohio and Pennsylvania.                               
(c) An additional 50 wells (41.7 net wells) were in the process                 
of being drilled or completed on January 31, 1994.                      

ITEM 3 - LEGAL PROCEEDINGS                                                      

  A settlement was reached in January 1994 for the previously reported
litigation brought against two 45%-owned partnerships by a pipeline purchaser   
related to three contracts covering natural gas sales in Burleson County,       
Texas.  The settlement agreement provided for new contracts and for no payment  
of damages by the partnership.  While near-term revenues under the new          
contracts will likely be lower, the Company estimates that total revenues over  
the terms of these contracts will at least equal those which would have been    
received under the previous agreements.                                         

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

    During the fourth quarter of fiscal 1994, no matter was submitted to a
vote of security holders, either through the solicitation of proxies or         
otherwise.                                                                      

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EXECUTIVE OFFICERS OF THE REGISTRANT                                            

    The following is a list of the executive officers of the Company as of
April 1, 1994.                                                                  

                                                        [Enlarge/Download Table]

                                                                                 Held a  
                                                                                Position 
                                                                                Continu- 
                                                                                  ously  
        Name                          Position                             Age    Since  
        ----                          --------                             ---  ---------
                                                                                         
George P. Mitchell      Chairman and Chief Executive Officer                74    1946   

Bernard F. Clark        Vice Chairman                                       72    1956   

W. D. Stevens           President and Chief Operating Officer               59    1994   

Roger L. Galatas        Senior Vice President, Real Estate Division         58    1979   

Philip S. Smith         Senior Vice President and Chief Financial Officer   57    1980   

Allen J. Tarbutton, Jr. Senior Vice President,                              55    1974   
                        Transmission and Processing Division                             

Thomas P. Battle        Senior Vice President,                              51    1982   
                        General Counsel and Secretary                                    

  All of the executive officers, except Mr. Stevens, were elected at a
Board of Directors meeting held on June 30, 1993 for a term of one year, or     
until their respective successors are qualified.  Mr. Stevens was elected to    
the new position of President and Chief Operating Officer at the Board of       
Directors meeting held on December 10, 1993.  His term of office began January  
3, 1994 and will extend until the meeting of the Board following the next       
annual meeting of stockholders or until his successor is duly qualified.        

     There are no significant family relationships among the officers of the
Company, either by blood, marriage or adoption.                                 

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PART II 

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  

    Except for the approximate number of holders of record of common stock
securities, information required by this item is incorporated by reference from 
portions of the Annual Report to Stockholders.                                  

                                                        [Enlarge/Download Table]

CROSS REFERENCE TO APPLICABLE SECTIONS                                                         
   OF ANNUAL REPORT TO STOCKHOLDERS                                                      PAGE  
--------------------------------------                                                 --------
                                                                                               
Quarterly Stock Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    43   

Corporate Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    71   

The numbers of holders of Class A Common Stock and of Class B Common Stock at   
March 31, 1994 were 2,668 and 2,644, respectively.  Including those whose       
shares are carried in street names, the Registrant estimates that there are     
approximately 9,000 holders of each class of its common stock.                  

ITEM 6 - SELECTED FINANCIAL DATA                                                

 Information required by this item is incorporated by reference from
pages 67 and 68 of the Annual Report to Stockholders under the caption          
"Historical Summary."  Incorporation by reference from these pages is           
restricted to the information provided under the captions: Revenues, net        
earnings, net earnings per common share, cash dividends per common share, ratio 
of earnings to fixed charges, total assets and long-term debt for the fiscal    
years 1990 through 1994.                                                        

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                      
CONDITION AND RESULTS OF OPERATIONS                   

 Information required by this item is incorporated by reference from
pages 29 through 42 of the Annual Report to Stockholders.                       

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

 Information required by this item is incorporated by reference from
portions of the Annual Report to Stockholders.                                  

                                                        [Enlarge/Download Table]

CROSS REFERENCE TO APPLICABLE SECTIONS                                                         
   OF ANNUAL REPORT TO STOCKHOLDERS                                                      PAGE  
--------------------------------------                                                 --------
                                                                                               
Consolidated Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . 44 - 47 
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . 48 - 61 
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . .    62   
Supplemental Oil and Gas Information (unaudited) . . . . . . . . . . . . . . . . . . . 63 - 66 
Quarterly Financial Data (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . .    38   

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ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                          
ON ACCOUNTING AND FINANCIAL DISCLOSURE                      

      No Form 8-K's were filed by the Registrant during its fiscal years ended
January 31, 1993 and 1994 or any subsequent period reporting a change of        
accountants or any disagreement on any matter of accounting principles,         
practices or financial statement disclosure.                                    

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                    

 Information required by this item is incorporated by reference from
portions of the Registrant's definitive Proxy Statement to be filed with the    
Securities and Exchange Commission within 120 days after January 31, 1994       
pursuant to Regulation 14A under the Securities Exchange Act of 1934 (Proxy     
Statement), under the caption "Election of Directors."  See page 6 of this Form 
10-K for information regarding Executive Officers of the Registrant.            

ITEM 11 - EXECUTIVE COMPENSATION                                                

 Information required by this item is incorporated by reference from
portions of the Proxy Statement to be filed with the Securities and Exchange    
Commission within 120 days after January 31, 1994, under the captions           
"Executive Compensation" and "Compensation Committee Interlocks and Insider     
Participation."                                                                 

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        

 Information required by this item is incorporated by reference from
portions of the Proxy Statement to be filed with the Securities and Exchange    
Commission within 120 days after January 31, 1994, under the caption "Voting    
Securities and Principal Holders Thereof."                                      

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

 Information required by this item is incorporated by reference from
portions of the Proxy Statement to be filed with the Securities and Exchange    
Commission within 120 days after January 31, 1994, under the caption "Certain   
Transactions."                                                                  

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PART IV 

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K       

FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA                                      

                                                        [Enlarge/Download Table]

CROSS REFERENCE TO APPLICABLE SECTIONS                                                         
   OF ANNUAL REPORT TO STOCKHOLDERS                                                      PAGE  
--------------------------------------                                                 --------
                                                                                               
Quarterly Financial Data (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . .    38   
Consolidated Balance Sheets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    44   
Consolidated Statements of Earnings  . . . . . . . . . . . . . . . . . . . . . . . . .    45   
Consolidated Statements of Cash Flows  . . . . . . . . . . . . . . . . . . . . . . . .    46   
Consolidated Statements of Stockholders' Equity  . . . . . . . . . . . . . . . . . . .    47   
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . 48 - 61 
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . .    62   
Supplemental Oil and Gas Information (unaudited) . . . . . . . . . . . . . . . . . . . 63 - 66 

FINANCIAL STATEMENT SCHEDULES                                                   

                                                        [Enlarge/Download Table]

                                                                                       Page
                                                                                       ----
                                                                                           
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . S-1 

Schedule II.       Amounts receivable from related parties and                             
                   underwriters, promoters, and employees other                            
                   than related parties for the years ended                                
                   January 31, 1994, 1993 and 1992 . . . . . . . . . . . . . . . . . . S-2 

Schedule III.      Condensed financial information of the Registrant . . . . . . . . . S-3 
                   at January 31, 1994 and 1993 and for the years  . . . . . . . . . . thru
                   ended January 31, 1994, 1993 and 1992 . . . . . . . . . . . . . . . S-6 

Schedule V.        Property, plant and equipment for the years                             
                   ended January 31, 1994, 1993 and 1992 . . . . . . . . . . . . . . . S-7 

Schedule VI.       Accumulated depreciation, depletion and amorti-                         
                   zation of property, plant and equipment for the                         
                   years ended January 31, 1994, 1993 and 1992 . . . . . . . . . . . . S-8 

Schedule X.        Supplementary income statement information for                          
                   the years ended January 31, 1994, 1993 and 1992 . . . . . . . . . . S-9 

Schedules not listed above are omitted as the information required to be set    
forth therein is included in the consolidated financial statements or the       
footnotes thereto, or the schedules are not applicable.                         

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EXHIBITS                                                                        

                                                        [Enlarge/Download Table]
                                                                                                                             
3(a)   Restated Articles of Incorporation of Mitchell Energy & Development Corp., as amended through July 2, 1990 are        
       incorporated as an exhibit to this report by reference to exhibit 3(a) of the annual report on Form 10-K dated January
       31, 1992.  The Certificate of Amendment dated June 24, 1992 is incorporated as an exhibit to this report by reference 
       to exhibit 3 of the quarterly report on Form 10-Q for the quarter ended July 31, 1992.                                

3(b)   The Restated Bylaws of Mitchell Energy & Development Corp. as most recently amended February 8, 1989 are incorporated 
       as an exhibit to this report by reference to exhibit 3(b) of the Registrant's annual report on Form 10-K dated January
       31, 1989.                                                                                                             

4(a)   The Restated Credit Agreement dated October 24, 1989 among MND Energy Corporation, Mitchell Energy Corporation and    
       Southwestern Gas Pipeline, Inc., as Borrowers, the several banks which are parties thereto, and Chemical Bank, as     
       agent for the banks is incorporated as an exhibit to this report by reference to exhibit 4(a) of the Registrant's     
       annual report on Form 10-K dated January 31, 1990.  The first amendment to this Restated Credit Agreement dated       
       October 23, 1991 is incorporated as an exhibit to this report by reference to exhibit 4(a) of the annual report on    
       Form 10-K dated January 31, 1992.  The second amendment dated October 7, 1992 is incorporated as an exhibit to this   
       report by reference to exhibit 4(a) of the annual report on Form 10-K dated January 31, 1993.  The third amendment    
       dated October 12, 1993 is attached hereto as exhibit 4(a).                                                            

4(b)   The indenture dated February 15, 1989 by and between Mitchell Energy & Development Corp., as Borrower, and First City 
       National Bank of Houston (succeeded by Texas Commerce Bank), as Trustee, is incorporated as an exhibit to this report 
       by reference to exhibit 4.1 of File No. 33-26471.                                                                     

4(c)   The senior and subordinated indentures dated August 1, 1991 by and between Mitchell Energy & Development Corp., as    
       Borrower, and First City, Texas - Houston, National Association (succeeded by Texas Commerce Bank), as Trustee, are   
       incorporated as exhibits to this report by reference to exhibits 4(b) and 4(c) of File No. 33-42340.                  

4(d)   The senior and subordinated indentures dated January 1, 1993 by and between Mitchell Energy & Development Corp., as   
       Borrower, and NationsBank of Texas, National Association, as Trustee, are incorporated as exhibits to this report by  
       reference to exhibits 4(b) and 4(c) of File No. 33-61070. The first supplement to the senior indenture dated January  
       15, 1994 is incorporated as an exhibit to this report by reference to exhibit 4(a) of the current report on Form 8-K  
       dated January 18, 1994.  The second supplement to the senior indenture dated January 20, 1994 is incorporated as an   
       exhibit to this report by reference to exhibit 4(a) of the current report on Form 8-K dated January 20, 1994.         

       Upon request, the Registrant will provide to the Securities and Exchange Commission copies of all other instruments   
       defining the rights of holders of long-term debt of Mitchell Energy & Development Corp. and its consolidated          
       subsidiaries.                                                                                                         

10(a)  Gas Purchase Contract dated March 29, 1989 between Natural Gas Pipeline Company of America, Buyer, and Mitchell Energy
       Corporation, Seller is incorporated as an exhibit to this report by reference to exhibit 10(c) of the annual report on
       Form 10-K dated January 31, 1989.                                                                                     


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The following exhibits 10(b) through 10(n) filed under paragraph 10 of Item 601 
of Regulation S-K are the Company's management contracts and compensation plans 
or arrangements.                                                                

                                                        [Enlarge/Download Table]
                                                                                                                             
10(b)  Long Term Incentive and 1979 Nonqualified Stock Option Plan, as amended through the Seventh Amendment is incorporated 
       as an exhibit to this report by reference to exhibit 10(c) of the annual report on Form 10-K dated January 31, 1992.  
       The Eighth Amendment to such Plan is incorporated as an exhibit to this report by reference to exhibit 10(b) of the   
       annual report on Form 10-K dated January 31,1993.                                                                     

10(c)  1989 Stock Option Plan is incorporated as an exhibit to this report by reference to exhibit 10(d) of the annual report
       on Form 10-K dated January 31, 1992.  The first amendment to such Plan is incorporated as an exhibit to this report by
       reference to exhibit 10(c) of the annual report on Form 10-K dated January 31, 1993.                                  

10(d)  Amended and Restated 1989 Bonus Unit Plan is incorporated as an exhibit to this report by reference to exhibit 10(e)  
       of the annual report on Form 10-K dated Janu-ary 31, 1992.  An amendment to such Plan effective as of June 24, 1992 is
       incorporated as an exhibit to this report by reference to exhibit 10(d) of the annual report on Form 10-K dated       
       January 31, 1993.                                                                                                     

10(e)  1991 Bonus Unit Plan is incorporated as an exhibit to this report by reference to exhibit 10(f) of the annual report  
       on Form 10-K dated January 31, 1992.  An amendment to such Plan effective as of June 24, 1992 is incorporated as an   
       exhibit to this report by reference to exhibit 10(e) of the annual report on Form 10-K dated January 31, 1993.        

10(f)  Mitchell Energy & Development Corp. Restoration Benefit Plan effective January 1, 1992.                               

10(g)  Mitchell Energy & Development Corp. Excess Benefit Plan (formerly the Supplemental Retirement Plan) amended and       
       restated effective as of January 1, 1992.                                                                             

10(h)  Deferred compensation/supplementary life insurance arrangement between the Registrant and certain of its executive    
       officers is incorporated as an exhibit to this report by reference to exhibit 10(h) of the annual report on Form 10-K 
       dated January 31, 1992.                                                                                               

10(i)  The Supplemental Benefit Agreement dated August 17, 1990 between the Registrant and George P. Mitchell is incorporated
       as an exhibit to this report by reference to exhibit 10(h) of the annual report on Form 10-K dated January 31, 1991.  

10(j)  Employment agreement between the Registrant and W. D. Stevens dated January 3, 1994.                                  

10(k)  Severance compensation contract dated April 16, 1992 between the Registrant and Roger L. Galatas is incorporated as an
       exhibit to this report by reference to exhibit 10(j) of the annual report on Form 10-K dated January 31, 1993.        

10(l)  Severance compensation contract dated October 31, 1991 between the Registrant and Philip S. Smith is incorporated as  
       an exhibit to this report by reference to exhibit 10(k) of the annual report on Form 10-K dated January 31, 1993.     

10(m)  Severance compensation contract dated April 16, 1992 between the Registrant and Allen J. Tarbutton, Jr. is            
       incorporated as an exhibit to this report by reference to exhibit 10(l) of the annual report on Form 10-K dated       
       January 31, 1993.                                                                                                     

10(n)  A written description (in lieu of a formal document) describing the Registrant's commitment to underwrite a life      
       insurance policy for the benefit of George P. Mitchell is incorporated as an exhibit to this report by reference to   
       exhibit 10(m) of the annual report on Form 10-K dated January 31, 1993.                                               


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                                                                [Download Table]
                                                                                
12     Computation of Ratio of Earnings to Fixed Charges.                       

13     Annual Report to Stockholders for the fiscal year ended January 31, 1994.

21     List of Subsidiaries as of January 31, 1994.                             

23     Consent of Independent Public Accountants.                               

99(a)  Annual Report on Form 11-K for the fiscal year ended January 31, 1994    
       of Mitchell Energy  & Development Corp. Thrift and Savings Plan.         

99(b)  Annual Report on Form 11-K for the fiscal year ended January 31, 1994    
       of MND Hospitality, Inc. Thrift and Savings Plan.                        

REPORTS FILED ON FORM 8-K                                                       

                  On January 18, 1994, Mitchell Energy & Development
Corp. filed a Form 8-K reporting its intention to (1) issue $250 million of 6   
3/4% Senior Notes Due 2004 pursuant to the terms of a Senior Debt Indenture     
dated January 1, 1993, as supplemented by a First Supplemental Indenture dated  
January 15, 1994, between Mitchell Energy & Development Corp. and NationsBank   
of Texas, National Association, as trustee and (2) redeem, with the proceeds    
from such issuance, its $200 million 11 1/4% Senior Notes Due 1999 at 103.21%   
of their principal amount.                                                      

                  On January 20, 1994, Mitchell Energy & Development
Corp. filed a Form 8-K reporting its intention to (1) issue $100 million of     
5.10% Senior Notes Due 2004 pursuant to the terms of the Senior Debt Indenture  
identified in the preceding paragraph and (2) repay floating-rate borrowings    
under revolving credit agreements of its primary energy and real estate         
subsidiaries.                                                                   

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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.                    

Mitchell Energy & Development Corp.                                             

           /s/ GEORGE P. MITCHELL                               April 18, 1994
_________________________________________                                       
George P. Mitchell, Chairman                                  
and Chief Executive Officer                                 

Pursuant to the requirements of the Securities Exchange Act of 1934, this       
report has been signed below by the following persons on behalf of the          
Registrant and in the capacities and on the date indicated.                     

          /s/ GEORGE P. MITCHELL                                April 18, 1994
_________________________________________                                       
George P. Mitchell, Chairman                              
and Chief Executive Officer                             

             /s/ BERNARD F. CLARK                               April 18, 1994
_________________________________________                                       
Bernard F. Clark, Vice Chairman                             

               /s/ W. D. STEVENS                                April 18, 1994
_________________________________________                                       
W. D. Stevens, Director, President                              
and Chief Operating Officer                             

         /s/ PHILIP S. SMITH                                  April 18, 1994
_________________________________________                                       
Philip S. Smith, Senior Vice President -                                  
Administration, Chief Financial Officer                                   
and Principal Accounting Officer                                      

             /s/ ROBERT W. BALDWIN                              April 18, 1994
_________________________________________                                       
Robert W. Baldwin, Director                             

              /s/ WILLIAM D. EBERLE                             April 18, 1994
_________________________________________                                       
William D. Eberle, Director                             

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SIGNATURES (continued)

         /s/ SHAKER A. KHAYATT                                  April 18, 1994
_________________________________________                                       
Shaker A. Khayatt, Director                                     

          /s/ BEN F. LOVE                                       April 18, 1994
_________________________________________                                       
Ben F. Love, Director                                           

       /s/ WALTER A. LUBANKO                                    April 18, 1994
_________________________________________                                       
Walter A. Lubanko, Director                                           

        /s/ J. TODD MITCHELL                                    April 18, 1994
_________________________________________                                       
J. Todd Mitchell, Director                                            

        /s/ M. KENT MITCHELL                                    April 18, 1994
_________________________________________                                       
M. Kent Mitchell, Director                                          

        /s/ MICHAEL B. MORRIS                                   April 18, 1994
_________________________________________                                       
Michael B. Morris, Director                                         

_________________________________________                                       
Raymond L. Watson, Director                                       

       /s/ BENJAMIN N. WOODSON                                  April 18, 1994
_________________________________________                                       
Benjamin N. Woodson, Director                                       

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Mitchell Energy & Development Corp.:                                         

We have audited, in accordance with generally accepted auditing   
standards, the consolidated financial statements included in Mitchell Energy &  
Development Corp.'s Annual Report to Stockholders incorporated by reference in  
this Form 10-K, and have issued our report thereon dated April 18, 1994.  Our   
audits were made for the purpose of forming an opinion on the basic financial   
statements taken as a whole. The financial statement schedules listed in Item   
14 on page 9 are the responsibility of the Company's management and are         
presented for purposes of complying with rules of the Securities and Exchange   
Commission, and are not part of the basic financial statements.  These          
financial statement schedules have been subjected to the auditing procedures    
applied in the audits of the basic financial statements and, in our opinion,    
fairly state in all material respects the financial data required to be set     
forth therein in relation to the basic financial statements taken as a whole.   

                                                           ARTHUR ANDERSEN & CO.

Houston, Texas                                                                  
April 18, 1994                                                                  

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Mitchell Energy & Development Corp. and Subsidiaries
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDER-
WRITERS, PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
FOR THE YEARS ENDED JANUARY 31, 1994, 1993 AND 1992 
(in thousands)

                                                        [Enlarge/Download Table]

                                                  BALANCE AT                               BALANCE AT      
                                                  BEGINNING                                    END         
                                                  OF PERIOD                                 OF PERIOD      
                                              ------------------                        -------------------
                                                            NOT              AMOUNTS                  NOT  
                                              CURRENT    CURRENT  ADDITIONS  COLLECTED  CURRENT     CURRENT
                                              -------    -------  ---------  ---------  -------     -------
                                                                                                           
YEAR ENDED JANUARY 31, 1994                                                                                
George P. Mitchell  . . . . . . . . . . . . .  $  153     $   -     $  668     $  652    $  169      $   - 

John H. Wilshusen (see below) . . . . . . . .   1,117         -         46        -       1,163          - 
                                               ------     -----     ------     ------     -----      ----- 
                                               $1,270     $   -     $  714     $  652    $1,332      $   - 
                                               ======     =====     ======     ======    ======      ===== 

YEAR ENDED JANUARY 31, 1993                                                                                
George P. Mitchell  . . . . . . . . . . . . .  $  384     $   -     $1,175     $1,406    $  153      $   - 

John H. Wilshusen . . . . . . . . . . . . . .   1,094         -         48         25     1,117          - 
                                               ------     -----     ------      -----    ------      ----- 
                                               $1,478     $   -     $1,223     $1,431    $1,270      $   - 
                                               ======     =====     ======     ======    ======      ===== 

YEAR ENDED JANUARY 31, 1992                                                                                
George P. Mitchell  . . . . . . . . . . . . .  $  438     $   -     $1,600     $1,654    $  384      $   - 

John H. Wilshusen . . . . . . . . . . . . . .   1,028         -         66          -     1,094          - 
                                               ------     ------    ------     ------     -----      ----- 
                                               $1,466     $    -    $1,666     $1,654    $1,478      $   - 
                                               ======     =====     ======     ======    ======      ===== 


___________________________                                                     
This receivable, which arose in conjunction with the acquisition of a pipeline  
company of which Mr. Wilshusen was formerly an owner,  bears interest at prime  
and is secured by a second lien on certain real estate.  This loan has been     
fully reserved.                                                                 

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Mitchell Energy & Development Corp. and Subsidiaries
 SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT -- PAGE 1 OF 4

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

Mitchell Energy & Development Corp. 
CONDENSED BALANCE SHEETS
January 31, 1994 and 1993 
(in thousands)

                                                        [Enlarge/Download Table]

                                                                      1994          1993   
                                                                   ----------    ----------
                                                                                           
ASSETS                                                                                     
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . $    2,128    $    1,350  
Investment in consolidated subsidiaries,                                                   
  at cost plus equity in undistributed earnings  . . . . . . . .    739,470       623,545  
Advances to subsidiaries . . . . . . . . . . . . . . . . . . . .    927,238       569,651  
Deferred income taxes (Note B) . . . . . . . . . . . . . . . . .      2,946         2,503  
Deferred financing costs . . . . . . . . . . . . . . . . . . . .      5,247         5,594  
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . .         81            56  
                                                                 ----------    ----------  
                                                                 $1,677,110    $1,202,699  
                                                                 ==========    ==========  

LIABILITIES AND STOCKHOLDERS' EQUITY                                                       
Current liabilities  . . . . . . . . . . . . . . . . . . . . . . $   21,365    $   17,398  
Long-term debt (Note C)  . . . . . . . . . . . . . . . . . . . .    900,000       550,000  
Deferred credits and other liabilities . . . . . . . . . . . . .      3,791         3,249  
Stockholders' equity . . . . . . . . . . . . . . . . . . . . . .    751,954       632,052  
                                                                 ----------    ----------  
                                                                 $1,677,110    $1,202,699  
                                                                 ==========    ==========  

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

Mitchell Energy & Development Corp. 
CONDENSED STATEMENTS OF EARNINGS
For the Years Ended January 31, 1994, 1993 and 1992 
(in thousands except per share amounts) 

                                                        [Enlarge/Download Table]

                                                          1994      1993      1992   
                                                         -------   -------   ------- 
                                                                                     
EQUITY IN NET EARNINGS OF SUBSIDIARIES . . . . . . . . . $19,725   $19,736   $41,956 
                                                         -------   -------   ------- 

OTHER (INCOME) EXPENSE                                                               
Interest expense--third parties  . . . . . . . . . . . .  55,060    53,930    53,135 
Interest income on subsidiary advances . . . . . . . . . (55,816)  (54,735)  (54,275)

General and administrative expense (Note E)  . . . . . .     -         -         -   
Other, net . . . . . . . . . . . . . . . . . . . . . . .     895     2,127       877 
Income tax benefit (Note B)  . . . . . . . . . . . . . .    (101)      (73)   (2,127)
                                                         -------   -------   ------- 
                                                              38     1,249    (2,390)
                                                         -------   -------   ------- 
NET EARNINGS . . . . . . . . . . . . . . . . . . . . . . $19,687   $18,487   $44,346 
                                                         =======   =======   ======= 

EARNINGS PER SHARE . . . . . . . . . . . . . . . . . . . $   .39   $   .39   $   .95 
                                                         =======   =======   ======= 


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

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 SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT -- PAGE 2 OF 4

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

Mitchell Energy & Development Corp. 
CONDENSED STATEMENTS OF CASH FLOWS
For the Years Ended January 31, 1994, 1993 and 1992 

(in thousands)

                                                        [Enlarge/Download Table]

                                                                        1994       1993         1992  
                                                                      --------   --------     --------
                                                                                                      
OPERATING ACTIVITIES                                                                                  
Net earnings  . . . . . . . . . . . . . . . . . . . . . . . . . . . $  19,687   $  18,487   $  44,346 
Adjustments to reconcile net earnings                                                                 
   to cash provided by operating activities                                                           
     Equity in net earnings of subsidiaries   . . . . . . . . . . .   (19,725)    (19,736)    (41,956)
     Dividends from consolidated subsidiaries   . . . . . . . . . .    57,500      30,000      50,000 
     Deferred income taxes  . . . . . . . . . . . . . . . . . . . .       (13)      1,404      (2,393)
     Changes in operating assets and liabilities  . . . . . . . . .    (2,932)      4,762      (2,926)
     Other  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,692       1,440         884 
                                                                    ---------   ---------   --------- 
   Cash provided by operating activities  . . . . . . . . . . . . .    56,209      36,357      47,955 
                                                                    ---------   ---------   --------- 

INVESTING ACTIVITIES                                                                                  
Investments in subsidiaries . . . . . . . . . . . . . . . . . . . .  (153,700)       (951)    (31,000)
Advances (to) from subsidiaries, net  . . . . . . . . . . . . . . .  (349,240)   (107,233)     26,155 
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       -           -           110 
                                                                    ---------   ---------   --------- 
   Cash used for investing activities . . . . . . . . . . . . . . .  (502,940)   (108,184)     (4,735)
                                                                    ---------   ---------   --------- 

FINANCING ACTIVITIES                                                                                  
Proceeds from issuance of debt  . . . . . . . . . . . . . . . . . .   350,000     350,000         -   
Debt repayments . . . . . . . . . . . . . . . . . . . . . . . . . .       -      (250,000)    (25,000)
Stock issuance proceeds . . . . . . . . . . . . . . . . . . . . . .   123,429         -           -   
Cash dividends  . . . . . . . . . . . . . . . . . . . . . . . . . .   (25,942)    (20,097)    (18,739)
Senior note issuance costs  . . . . . . . . . . . . . . . . . . . .    (2,431)     (4,249)        -   
Treasury stock purchases  . . . . . . . . . . . . . . . . . . . . .       -        (4,347)        -   
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,960         520         519 
                                                                    ---------   ---------   --------- 
   Cash provided by (used for) financing activities . . . . . . . .   447,016      71,827     (43,220)
                                                                    ---------   ---------   --------- 

CHANGE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . .       285         -           -   

CASH AND CASH EQUIVALENTS, beginning of year  . . . . . . . . . . .         1           1           1 
                                                                    ---------   ---------   --------- 
CASH AND CASH EQUIVALENTS, end of year  . . . . . . . . . . . . . . $     286   $       1   $       1 
                                                                    =========   =========   ========= 


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

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 SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT -- PAGE 3 OF 4

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

Mitchell Energy & Development Corp. 
NOTES TO CONDENSED FINANCIAL STATEMENTS 
JANUARY 31, 1994, 1993 AND 1992 

(A)    General.  The accompanying condensed financial statements of Mitchell    
Energy & Development Corp. (MEDC) should be read in conjunction with the        
consolidated financial statements and notes thereto included in the Annual      
Report to Stockholders of Mitchell Energy & Development Corp. and subsidiaries  
(the Company) for fiscal 1994, which is filed as an exhibit to this annual      
report on Form 10-K.  For information regarding the components of and an        
analysis of the activity in stockholders' equity, refer to the Consolidated     
Statements of Stockholders' Equity included in the Company's Annual Report to   
Stockholders.  For information regarding the issuance of Class B shares in      
fiscal 1994, the reclassification of MEDC's  common stock in fiscal 1993 and    
the Company's stock option and bonus unit plans, see Notes 7 and 10 of Notes to 
Consolidated Financial Statements included in the Company's Annual Report to    
Stockholders.  Also, see Note 4 for information regarding extraordinary losses  
from early debt retirements recorded in fiscal 1994 and fiscal 1993 and Note 11 
for the cumulative effect of a change in accounting methods for postretirement  
benefits recorded in fiscal 1993.  These charges reduced the reported equity in 
net earnings of subsidiaries for fiscal 1994 by $5,426,000 and for fiscal 1993  
by $7,251,000 and $10,551,000, respectively.                                    

(B)  Income Taxes.  MEDC is included in the consolidated tax return of the      
Company.  As the parent company, MEDC allocates to its subsidiaries amounts     
equal to the income taxes that the subsidiaries would pay or receive as a       
refund if separate returns were filed.  MEDC's income tax benefit in fiscal     
1992 arose when certain tax carryforwards were estimated to be utilizable that  
previously had been expected to expire.                                         

(C)    Long-term Debt.  A summary of outstanding long-term debt at January 31,  
1994 and 1993 follows (in thousands):                                           

                                                        [Enlarge/Download Table]

UNSECURED SENIOR NOTES                                                      1994       1993  
                                                                          --------   --------
                                                                                             
11 1/4% (called for redemption--see below)   . . . . . . . . . . . . . . $200,000   $200,000 
5.10% Due February 1997  . . . . . . . . . . . . . . . . . . . . . . . .  100,000       -    
8% Due July 1999   . . . . . . . . . . . . . . . . . . . . . . . . . . .  100,000    100,000 
9 1/4% Due January 2002  . . . . . . . . . . . . . . . . . . . . . . . .  250,000    250,000 
6 3/4% Due February 2004   . . . . . . . . . . . . . . . . . . . . . . .  250,000       -    
                                                                         --------   -------- 
                                                                         $900,000   $550,000 
                                                                         ========   ======== 


      During January 1994, MEDC called for redemption on February 25, 1994 its
$200,000,000 of 11 1/4% Senior Notes Due 1999.  This early redemption was       
completed at a price of 103.21% of principal, and the expensing of this premium 
and related unamortized debt issuance costs resulted in an extraordinary charge 
of $5,426,000 (after tax benefit of $2,921,000).  This charge was recorded in   
fiscal 1994 since the loss was incurred when the debt was called in January     
1994.  Because all proceeds of senior note borrowings are advanced to the       
operating subsidiaries and all the costs of such indebtedness are rebilled to   
the subsidiaries, the extraordinary charge was allocated to MEDC's              
subsidiaries.                                                                   

      During January 1994, MEDC issued $250,000,000 of 6 3/4% Senior Notes Due
2004 and $100,000,000 of 5.10% Senior Notes Due 1997.  Initially, the loan      
proceeds were advanced to MEDC's subsidiaries, which used them to pay down      
borrowings under their commercial paper and bank revolving credit agreements.   
In February 1994, the subsidiaries reborrowed a portion of the amounts          
temporarily paid down and advanced such funds to MEDC to fund the debt          
redemption mentioned in the preceding paragraph.                                

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 SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT -- PAGE 4 OF 4
================================================================================

 On April 13, 1992, MEDC redeemed its $250,000,000 of 11 1/4% Senior
Notes Due 1997 using the proceeds of a March 1992 offering of $250,000,000 of   
9 1/4% Senior Notes Due 2002.  This early redemption was completed at a price of
103.21% of principal, and the expensing of this premium and related unamortized 
debt issuance costs resulted in an extraordinary charge of $7,251,000 (after    
tax benefit of $3,736,000), which was allocated to MEDC's subsidiaries as       
previously discussed.                                                           

     During July 1992, MEDC issued $100,000,000 of 8% Senior Notes Due 1999.
The proceeds of this financing were advanced to MEDC's subsidiaries, which used 
them to pay down borrowings under their bank revolving credit agreements.       

      Except for the notes which were redeemed in February 1994, the Company's
senior notes have no sinking fund requirements and are not redeemable prior to  
their respective maturity dates.  The senior note indentures contain certain    
restrictions which, among other things, limit cash dividend payments and        
additional borrowings, restrict the sale or lease of certain assets and limit   
MEDC's right to consolidate or merge with other companies.  Retained earnings   
available for the payment of cash dividends totaled $351,954,000 at January 31, 
1994.                                                                           

     Certain loan agreements of MEDC's subsidiaries limit the amount of cash
advances and dividends that can be paid to MEDC.  At January 31, 1994,          
transfers to MEDC of approximately $1,240,000,000 were available under these    
agreements.                                                                     

(D)    Debt Guarantees.  At January 31, 1994, MEDC was contingently             
liable for the repayment of approximately $80,000,000 in outstanding debt of    
subsidiaries and certain of their equity investees.  Also, MEDC had contingent  
liabilities at that date totaling approximately $6,000,000, consisting          
principally of debt guarantees for nonprofit institutions located in The        
Woodlands.                                                                      

(E)    General and Administrative Expense Allocation.  General                  
and administrative expense in the Condensed Statements of Earnings is net of    
amounts charged to subsidiaries of $43,222,000; $41,398,000 and $38,184,000 in  
fiscal 1994, 1993 and 1992.  Such costs are allocated based on estimates of     
time spent and benefits derived by the subsidiaries from the services provided. 

(F)    Statements of Cash Flows.  Short-term investments with a maturity of     
three months or less are considered to be cash equivalents.  Bank revolving     
credit agreement borrowings with terms of three months or less are excluded     
from the amounts reported as debt proceeds and repayments.  Interest paid       
totaled $53,625,000; $52,754,000 and $52,032,000 during the years ended January 
31, 1994, 1993 and 1992.  Income taxes of $12,240,000; $5,935,000 and           
$11,233,000 were paid during these same periods.  There were no significant     
non-cash investing or financing activities  during the three-year  period       
ended January 31, 1994.                                                         

(G)    Fair Value of Financial Instruments.  The following table                
summarizes the carrying amounts and estimated fair values of MEDC's financial   
instruments for which it is practicable to estimate that value at January 31,   
1994 (in thousands):                                                            

                                                        [Enlarge/Download Table]

                                                                             Carrying   Estimated 
                                                                             Amounts   Fair Values
                                                                             -------   -----------
                                                                                                  
BALANCE SHEET FINANCIAL INSTRUMENTS                                                               
Cash and cash equivalents   . . . . . . . . . . . . . . . . . . . . . . . . $     286   $     286 
Long-term debt  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   900,000     958,835 

OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS                                                           
Financial guarantees and commitments  . . . . . . . . . . . . . . . . . . .      -          1,100 


      The estimated fair values for cash and cash equivalents are assumed to
equal their carrying values because of the short maturities of these            
instruments.  Estimated fair values of long-term debt are based on quoted       
market prices for these instruments.  Estimated fair values of financial        
guarantees and commitments are based on the estimated costs of obtaining        
letters of credit to relieve MEDC of its obligations under such agreements.     

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Mitchell Energy & Development Corp. and Subsidiaries
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED JANUARY 31, 1994, 1993 AND 1992 
(in thousands)

                                                        [Enlarge/Download Table]

                                                                             OTHER               
                                         BALANCE AT                         CHANGES*    BALANCE  
                                         BEGINNING   ADDITIONS     RETIRE-    ADD        AT END  
                                         OF PERIOD     AT COST     MENTS    (DEDUCT)    OF PERIOD
                                         ----------  -----------  --------  --------    ---------
                                                                                                 
YEAR ENDED JANUARY 31, 1994                                                                      
Oil and gas properties  . . . . . . . . $1,777,883   $234,026     $ 56,707  $  2,986   $1,958,188
                                        ----------   --------     --------  --------   ----------
Transmission and processing facilities                                                           
  Gas processing  . . . . . . . . . . .    242,857      4,815        3,499   (14,177)     229,996
  Gas gathering and transmission  . . .    250,742     29,211          126    (6,999)     272,828
  Other . . . . . . . . . . . . . . . .     47,385     12,122          691       (35)      58,781
                                        ----------   --------     --------  --------   ----------
                                           540,984     46,148        4,316   (21,211)     561,605
                                        ----------   --------     --------  --------   ----------
Other . . . . . . . . . . . . . . . . .    180,713     10,539       13,897    (1,530)     175,825
                                        ----------   --------     --------  --------   ----------
                                        $2,499,580   $290,713     $ 74,920  $(19,755)  $2,695,618
                                        ==========   ========     ========  ========   ==========

YEAR ENDED JANUARY 31, 1993                                                                      
Oil and gas properties  . . . . . . . . $1,733,243   $ 74,776     $ 46,318  $ 16,182   $1,777,883
                                        ----------   --------     --------  --------   ----------
Transmission and processing facilities                                                           
  Gas processing  . . . . . . . . . . .    228,732      7,875          160     6,410      242,857
  Gas gathering and transmission  . . .    213,033     55,203       10,469    (7,025)     250,742
  Other . . . . . . . . . . . . . . . .     42,883      4,597          101         6       47,385
                                        ----------   --------     --------  --------   ----------
                                           484,648     67,675       10,730      (609)     540,984
                                        ----------   --------     --------  --------   ----------
Other . . . . . . . . . . . . . . . . .    172,987     10,263        2,650       113      180,713
                                        ----------   --------     --------  --------   ----------
                                        $2,390,878   $152,714     $ 59,698  $ 15,686   $2,499,580
                                        ==========   ========     ========  ========   ==========

YEAR ENDED JANUARY 31, 1992                                                                      
Oil and gas properties  . . . . . . . . $1,649,975   $ 80,632     $  7,113  $  9,749   $1,733,243
                                        ----------   --------     --------  --------   ----------
Transmission and processing facilities                                                           
  Gas processing  . . . . . . . . . . .    219,397     14,688        5,753       400      228,732
  Gas gathering and transmission  . . .    191,943     29,037          619    (7,328)     213,033
  Other . . . . . . . . . . . . . . . .     40,100      3,368        1,099       514       42,883
                                        ----------   --------     --------  --------   ----------
                                           451,440     47,093        7,471    (6,414)     484,648
                                        ----------   --------     --------  --------   ----------
Other . . . . . . . . . . . . . . . . .    165,716     13,006        2,686    (3,049)     172,987
                                        ----------   --------     --------  --------   ----------
                                        $2,267,131   $140,731     $ 17,270  $    286   $2,390,878
                                        ==========   ========     ========  ========   ==========

___________________________                                                     
*   "Other changes" include transfers between asset categories and differences  
between the Company's  equity in earnings (losses) of and distributions 
 from equity investees, the investments in which are included in property,
plant and equipment.                                                    

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Mitchell Energy & Development Corp. and Subsidiaries
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND 
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT 
FOR THE YEARS ENDED JANUARY 31, 1994, 1993 AND 1992 
(in thousands)

                                                        [Enlarge/Download Table]

                                                                                  OTHER               
                                            BALANCE AT                           CHANGES*    BALANCE  
                                            BEGINNING                  RETIRE-     ADD        AT END  
                                            OF PERIOD      ADDITIONS   MENTS     (DEDUCT)    OF PERIOD
                                            ----------    ----------  --------   --------    ---------
                                                                                                      
YEAR ENDED JANUARY 31, 1994                                                                           
Oil and gas properties  . . . . . . . .    $  959,483     $118,810    $ 53,524   $     17   $1,024,786
                                           ----------     --------    --------   --------   ----------
Transmission and processing facilities                                                                
  Gas processing  . . . . . . . . . . .       107,326        9,173       3,060         36      113,475
  Gas gathering and transmission  . . .        91,542        8,233          71       (365)      99,339
  Other . . . . . . . . . . . . . . . .        28,938        2,348         601        (35)      30,650
                                           ----------     --------    --------   --------   ----------
                                              227,806       19,754       3,732       (364)     243,464
                                           ----------     --------    --------   --------   ----------
Other . . . . . . . . . . . . . . . . .       128,511        7,399      13,387        (44)     122,479
                                           ----------     --------    --------   --------   ----------
                                           $1,315,800      145,963    $ 70,643   $   (391)  $1,390,729
                                           ==========                 ========   ========   ==========
Depreciation and depletion                                                                            
   of real estate assets  . . . . . . . . . . . . . . . .    7,282                                    
                                                          --------                                    
                                                          $153,245                                    
                                                          ========                                    
YEAR ENDED JANUARY 31, 1993                                                                           
Oil and gas properties  . . . . . . . .    $  915,266     $ 87,245    $ 44,287   $  1,259   $  959,483
                                           ----------     --------    --------   --------   ----------
Transmission and processing facilities                                                                
   Gas processing . . . . . . . . . . .        97,444       10,026         142         (2)     107,326
   Gas gathering and transmission . . .        90,308        9,075       6,914       (927)      91,542
   Other  . . . . . . . . . . . . . . .        26,245        2,779          82         (4)      28,938
                                           ----------     --------    --------   --------   ----------
                                              213,997       21,880       7,138       (933)     227,806
                                           ----------     --------    --------   --------   ----------
Other (including restructuring                                                                        
  charges of $8,713)  . . . . . . . . .       113,971       16,761       2,205        (16)     128,511
                                           ----------     --------    --------   --------   ----------
                                           $1,243,234      125,886    $ 53,630   $    310   $1,315,800
                                           ==========                 ========   ========   ==========
Depreciation and depletion                                                                            
   of real estate assets  . . . . . . . . . . . . . . . .    7,143                                    
                                                          --------                                    
                                                          $133,029                                    
                                                          ========                                    

YEAR ENDED JANUARY 31, 1992                                                                           
Oil and gas properties  . . . . . . . .    $  830,988     $ 91,110    $  6,832  $      -    $  915,266
                                           ----------     --------    --------   --------   ----------
Transmission and processing facilities                                                                
   Gas processing . . . . . . . . . . .        95,366        9,249       5,593     (1,578)      97,444
   Gas gathering and transmission . . .        88,120       10,283          67     (8,028)      90,308
   Other  . . . . . . . . . . . . . . .        24,430        1,897          82         -        26,245
                                           ----------     --------    --------   --------   ----------
                                              207,916       21,429       5,742     (9,606)     213,997
                                           ----------     --------    --------   --------   ----------
Other . . . . . . . . . . . . . . . . .       108,044        8,495       2,513        (55)     113,971
                                           ----------     --------    --------   --------   ----------
                                           $1,146,948      121,034    $ 15,087   $ (9,661)  $1,243,234
                                           ==========                 ========   ========   ==========
Depreciation and depletion                                                                            
  of real estate assets . . . . . . . . . . . . . . . . .    7,050                                    
                                                          --------                                    
                                                          $128,084                                    
                                                          ========                                    


-------------------------                                                       
*   "Other changes" for gas gathering and transmission for fiscal 1992 consist  
primarily of  reductions related to assets that were contributed to a 45%   
owned partnership.                                                          

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MITCHELL ENERGY & DEVELOPMENT CORP. AND SUBSIDIARIES
INDEX TO EXHIBITS 

                                                        [Enlarge/Download Table]

Exhibit                                                                                                                  
Number                               Description                                                                         
-------                        -----------------------                                                                   
                                                                                                                         
  3(a)   Restated Articles of Incorporation of Mitchell Energy & Development Corp., as amended through July 2, 1990 are  
         incorporated as an exhibit to this  report by reference to exhibit 3(a) of the annual report on Form 10-K dated 
         January 31, 1992.  The Certificate of Amendment dated June 24, 1992 is incorporated as an exhibit to this report
         by reference to exhibit 3 of the quarterly report on Form 10-Q for the                                          
         quarter ended July 31, 1992.                                                                                    

  3(b)   The Restated Bylaws of Mitchell Energy & Development Corp. as most recently amended February 8, 1989 are        
         incorporated as an exhibit to this report by reference to exhibit 3(b) of the Registrant's annual report on Form
         10-K dated January 31, 1989.                                                                                    

  4(a)   The Restated Credit Agreement dated October 24, 1989 among MND Energy Corporation, Mitchell Energy Corporation  
         and Southwestern Gas Pipeline, Inc., as Borrowers, the several banks which are parties thereto, and Chemical    
         Bank, as agent for the banks is incorporated as an exhibit to this report by reference to exhibit 4(a) of the   
         Registrant's annual report on Form 10-K dated January 31, 1990.  The first amendment to this Restated Credit    
         Agreement dated October 23, 1991 is incorporated as an exhibit to this report by reference to exhibit 4(a) of   
         the annual report on Form 10-K dated January 31, 1992.  The second amendment dated October 7, 1992 is           
         incorporated as an exhibit to this report by reference to exhibit 4(a) of the annual report on Form 10-K dated  
         January 31, 1993.   The third amendment dated October 12, 1993 is attached hereto as exhibit 4(a).              

  4(b)   The indenture dated February 15, 1989 by and between Mitchell Energy & Development Corp., as Borrower, and First
         City National Bank of Houston (succeeded by Texas Commerce Bank), as Trustee, is incorporated as an exhibit to  
         this report by reference to exhibit 4.1 of File No. 33-26471.                                                   

  4(c)   The senior and subordinated indentures dated August 1, 1991 by and between Mitchell Energy & Development Corp., 
         as Borrower, and First City, Texas-Houston, National Association (succeeded by Texas Commerce Bank), as Trustee,
         are incorporated as exhibits to this report by reference to exhibits 4(b) and 4(c) of File No. 33-42340.        

  4(d)   The senior and subordinated indentures dated January 1, 1993 by and between Mitchell Energy & Development Corp.,
         as Borrower, and NationsBank of Texas, National Association, as Trustee, are incorporated as exhibits to this   
         report by reference to exhibits 4(b) and 4(c) of File No. 33-61070.  The first supplement to the senior         
         indenture dated January 15, 1994 is incorporated as an exhibit to this report by reference to exhibit 4(a) of   
         the current report on Form 8-K dated January 18, 1994.  The second supplement to the senior indenture dated     
         January 20, 1994 is incorporated as an exhibit to this report by reference to exhibit 4(a) of the current report
         on Form 8-K dated January 20, 1994.                                                                             

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INDEX TO EXHIBITS (Continued)                                                   

                                                        [Enlarge/Download Table]


Exhibit                                                                                                                  
Number                               Description                                                                         
-------                        -----------------------                                                                   
                                                                                                                         
  10(a)  Gas Purchase Contract dated March 29, 1989, between Natural Gas Pipeline Company of America, Buyer, and Mitchell
         Energy Corporation, Seller is incorporated as an exhibit to this report by reference to exhibit 10(c) of the    
         annual report on Form 10-K dated January 31, 1989.                                                              

  10(b)  Long Term Incentive and 1979 Nonqualified Stock Option Plan, as amended through the Seventh Amendment is        
         incorporated as an exhibit to this report by reference to exhibit 10(c) of the annual report on Form 10-K dated 
         January 31, 1992.  The Eighth Amendment to such Plan is incorporated as an exhibit to this report by reference  
         to exhibit 10(b) of the annual report on Form 10-K dated January 31, 1993.                                      

  10(c)  1989 Stock Option Plan is incorporated as an exhibit to this report by reference to exhibit 10(d) of the annual 
         report on Form 10-K dated January 31, 1992.  The first amendment to such Plan is incorporated as an exhibit to  
         this report by reference to exhibit 10(c) of the annual report on Form 10-K dated January 31, 1993.             

  10(d)  Amended and Restated 1989 Bonus Unit Plan is incorporated as an exhibit to this report by reference to exhibit  
         10(e) of the annual report on Form 10-K dated January 31, 1992.  An amendment to such Plan effective as of June 
         24, 1992 is incorporated as an exhibit to this report by reference to exhibit 10(d) of the annual report on Form
         10-K dated January 31, 1993.                                                                                    

  10(e)  1991 Bonus Unit Plan is incorporated as an exhibit to this report by reference to exhibit 10(f) of the annual   
         report on Form 10-K dated January 31, 1992.  An amendment to such Plan effective as of June 24, 1992 is         
         incorporated as an exhibit to this report by reference to  exhibit 10(e) of the annual report on Form 10-K dated
         January 31, 1993.                                                                                               

  10(f)  Mitchell Energy & Development Corp. Restoration Benefit Plan effective January 1, 1992.                         

  10(g)  Mitchell Energy & Development Corp. Excess Benefit Plan (formerly the Supplemental Retirement Plan) amended and 
         restated effective as of January 1, 1992.                                                                       

  10(h)  Deferred compensation/supplementary life insurance arrangement between the Registrant and certain of its        
         executive officers is incorporated as an exhibit to this report by reference to exhibit 10(h) of the annual     
         report on Form 10-K dated January 31, 1992.                                                                     

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INDEX TO EXHIBITS (Continued)                                                   

                                                        [Enlarge/Download Table]

Exhibit                                                                                                                  
Number                               Description                                                                         
-------                        -----------------------                                                                   
                                                                                                                         
  10(i)  The Supplemental Benefit Agreement dated August 17, 1990 between the Registrant and George P. Mitchell is       
         incorporated as an exhibit to this report by reference to exhibit 10(h) of the annual report on Form  10-K dated
         January 31, 1991.                                                                                               

  10(j)  Employment agreement between the Registrant and W. D. Stevens dated January 3, 1994.                            

  10(k)  Severance compensation contract dated April 16, 1992 between the Registrant and Roger L. Galatas is             
         incorporated as an exhibit to this report by reference to exhibit 10(j) of the annual report on Form 10-K dated 
         January 31, 1993.                                                                                               

  10(l)  Severance compensation contract dated October 31, 1991 between the Registrant and Philip S. Smith is            
         incorporated as an exhibit to this report by reference to exhibit 10(k) of the Registrant's annual report on    
         Form 10-K dated January 31, 1993.                                                                               

  10(m)  Severance compensation contract dated April 16, 1992 between the Registrant and Allen J. Tarbutton, Jr. is      
         incorporated as an exhibit to this report by reference to exhibit 10(l) of the annual report on Form  10-K dated
         January 31, 1993.                                                                                               

  10(n)  A written description (in lieu of a formal document) describing the Registrant's commitment to underwrite a life
         insurance policy for the benefit of George P. Mitchell is incorporated as an exhibit to this report by reference
         to exhibit 10(m) of the annual report on Form 10-K dated January 31, 1993.                                      

  12     Computation of Ratio of Earnings to Fixed Charges                                                               

  13     Annual Report to Stockholders for the fiscal year ended January 31, 1994                                        

  21     List of Subsidiaries as of January 31, 1994                                                                     

  23     Consent of Independent Public Accountants                                                                       

  99(a)  Annual Report on Form 11-K for the fiscal year ended January 31, 1994 of Mitchell Energy & Development Corp.    
         Thrift and Savings Plan                                                                                         

  99(b)  Annual Report on Form 11-K for the fiscal year ended January 31, 1994 of MND Hospitality, Inc. Thrift and       
         Savings Plan                                                                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/26/94
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		3/31/94		1		7
		2/25/94		19
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		1/20/94		10		23			8-K
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		10/7/92		10		23
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