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



                               FORM 8-K
 
                            CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                              May 14, 1999
                             Date of Report
                     (Date of earliest event reported)



                           Bargo Energy Company
    (Exact name of small business issuer as specified in its charter)


Texas                                 0-8609                 87-0239185 
(State or other jurisdiction of (Commission file number)(I.R.S. Employer
incorporation or organization)                         Identification No.)


                         700 Louisiana, Suite 3700
                           Houston, Texas  77002
          (Address of principal executive offices, including zip code)


                                (713)236-9792
                  (Issuer's telephone number, including area code)


                          Future Petroleum Corporation
                     2351 West Northwest Highway, Suite 2130
                              Dallas, Texas  75220
                      (Former name and former address, 
                         if changed since last report)

<PAGE>

ITEM  5. OTHER EVENTS

On May 14, 1999, the Company closed a transaction pursuant to which it issued 
and sold to Kayne Anderson Energy Fund, L.P. ("Kayne"), BancAmerica Capital 
Investors SBIC I, L.P. ("BancAmerica"), Eos Partners, L.P., Eos Partners SBIC, 
L.P., Eos Partners SBIC II, L.P. (collectively, "Eos"), Energy Capital 
Investment Company PLC, EnCap Energy Captial Fund III-B, L.P., BOCP Energy 
Partners, L.P., EnCap Energy Capital Fund III, L.P. (collectively, 
"EnCap") and SGC Partners II LLC ("SGC" and together with Kayne, BancAmerica, 
Eos, and EnCap, the "Investors") shares of a newly created class of preferred 
stock.  Pursuant to a Stock Purchase Agreement among the Issuer 
and the Investors, five million shares of the Company's Cumulative Redeemable 
Preferred Stock, Series B ("Preferred Stock") were issued in exchange for an 
aggregate purchase price of $50 million. As additional consideration, the 
Company issued an aggregate of 43,815,810 shares of its common stock to the 
Investors equal to 40% of the outstanding common stock (on a fully 
diluted basis).  If the Company redeems all of the outstanding shares of 
Preferred Stock prior to May 14, 2001, the Investors must sell back to the 
Company, for a nominal amount, 12.5% of the shares of Common Stock originally 
issued to the Investors.

Dividends on the Preferred Stock equal to 10% per annum are payable quarterly.  
The dividend rate is subject to increase (but in no event to more than 16%) or 
decrease (but in no event to less than 10%) based upon the Company's ratio of 
assets to liabilities which is calculated on January 1 and July 1 of each year 
or at such other time as requested by the Investors.  The Preferred Stock may be
redeemed at any time by the Company and must be redeemed upon the occurrence of 
certain events, including upon the fifth anniversary of the issue date or upon a
change of control.  A change of control is deemed to occur upon any merger, 
reorganization, purchase or sale of more than 50% of the Company's voting 
securities, the sale of substantially all of the assets of the Company or at any
time Tim Goff ceases to serve as the Company's Chief Executive Officer.  The 
Company is prohibited from taking certain actions, including authorizing, 
creating or issuing any shares of capital stock, amending the articles of 
incorporation of the Company and authorizing a merger or change of control, 
without the consent of the holders of a majority of the outstanding shares of 
Preferred Stock.

In connection with the transaction, the Company, Bargo Energy Resources, Ltd., 
TJG Investments, Inc., Bargo Energy Company, Tim J. Goff, Thomas Barrow, James 
E. Sowell and Bargo Operating Company, Inc. (collectively, the "Bargo 
Group"), B. Carl Price, and Don Wm. Reynolds (Mr. Price and Mr. Reynolds are 
referred to as the "Price Group"), EnCap Equity 1994 Limited Partnership ("EnCap
LP") and the Investors entered into a Second Amended and Restated Shareholders' 
Agreement ("Shareholders' Agreement").  Under the Shareholders' Agreement, the 
holders of the Preferred Stock have the right, for so long as the Preferred 
Stock is outstanding and until the occurrence of certain other events, to 
appoint designated nominees to the Board of Directors. Accordingly, as part 
of these transactions, B. Carl Price, Mary Elizabeth Vanderhider and Kimberley 
G. Seekely have resigned from Bargo's Board of Directors. Of the three vacancies
on the Board of Directors, one will be filled by a nominee to be named by Kayne,
one was filled by a nominee of BancAmerica and one was filled by a nominee of 
Eos and SGC. Brian D. Young was appointed to serve as the Eos/SGC nominee and J.
Travis Hain was appointed to serve as BancAmerica's nominee. The EnCap entities 
have the right to appoint two nominees to the Board of Directors and the members
of the Bargo Group have the right to appoint two nominees to the Board of 
Directors. The Price Group no longer has the right to appoint nominees to the 
Board of Directors.  The continuing members of Bargo's Board are Tim J. Goff and
Thomas D. Barrow (as the Bargo Group nominees) and Gary R. Petersen and D. 
Martin Phillips (as the EnCap nominees).  The Shareholders' Agreement also 
sets forth certain rights of first refusal and tag along rights among the 
parties thereto.

The Company, the Investors and EnCap LP also entered into a Second Amendment to 
Registration Rights Agreement dated May 14, 1999 providing for registration 
rights for the shares of common stock of the Company issued to the Investors.

In connection with the transaction, the Company amended its Bylaws to provide 
that for so long as each of (i) EOS and SGC (jointly), (ii) Kayne, (iii) 
BancAmerica, (iv) EnCap and (v) the Bargo Group (each, a "Nominee Group") is 
entitled to nominate one or more persons to the Board of Directors of the 
Company as provided in the Shareholders' Agreement, no act shall be 
deemed to be an act of the Board of Directors or to be authorized and approved 
by the Board of Directors without the approval of at least three directors that 
are nominated by at least three separate Nominee Groups.  In addition, Article 
VIII of the Bylaws providing certain voting rights to the nominee of the Bargo 
Group was deleted.
<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a)     Financial Statements of Business Acquired.     

        Not applicable to this filing.

(b)     Pro forma Financial Information.

        Not applicable to this filing.

(c)     Exhibits

The following exhibits are included as part of this report:


                             EXHIBIT INDEX


Exhibit 
Number                       Title of Document                 Location
-----------------------------------------------------------------------
1                 Unerwriting agreement                           (1)

2                 Plan of acquisition, reorganization, 
                  arrangement, liquidation or 
                  succession                                      (1)
4                 Instruments defining the rights of 
                  security holders           

      4.1         Articles of Incorporation of Bargo 
                  Energy Company                                  (2)

      4.2         By-laws of Bargo Energy Company                 (2)

      4.3         Amendment to Bargo Energy Company By-laws       (3)

      4.4         Certificate of Designation of 
                  Cumulative Redeemable Preferred 
                  Stock, Series B                                 (3)

16                Letter on change in accounting 
                  principles                                      (1)

17                Letter on director resignation                  (1)

20                Other documents or statements  
                  to security holders                             (1)

23                Consents of experts and counsel                 (1)

24                Power of attorney                               (1)

27                Financial data schedule                         (1)

99                Additional Exhibits

      99.1        Second Amended and Restated                     (3)
                  Shareholders' Agreement, dated May 
                  14, 1998, by and among Bargo Energy 
                  Company, B. Carl Price, Don Wm. 
                  Reynolds, Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 
                  Limited Partnership, Bargo Energy 
                  Resources, Ltd., TJG Investments, 
                  Inc., Bargo Energy Company, Tim J. 
                  Goff, Thomas Barrow, James E. Sowell, 
                  Bargo Operating Company, Inc., EnCap 
                  Energy Capital Fund III-B, L.P., BOCP 
                  Energy Partners, L.P., EnCap Energy 
                  Capital Fund III, L.P., Kayne 
                  Anderson Energy Fund, L.P., 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners, L.P., Eos 
                  Partners SBIC, L.P., Eos Partners 
                  SBIC II, L.P., and SGC Partners II 
                  LLC.                                           


      99.2        Second Amendment to Registration                (3)
                  Rights Agreement dated May 14, 1999 
                  between Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 
                  Limited Partnership, EnCap Energy 
                  Capital Fund III-B, L.P., BOCP Energy 
                  Partners, L.P., EnCap Energy Capital 
                  Fund III, L.P., Kayne Anderson Energy 
                  Fund, L.P., BancAmerica Capital 
                  Investors SBIC I, L.P., Eos Partners, 
                  L.P., Eos Partners SBIC, L.P., Eos 
                  Partners SBIC II, L.P., and SGC 
                  Partners II LLC.                               


      99.3        Consent to Amendment to Registration            (3)
                  Rights Agreement by TJG Investments, 
                  Inc., Bargo Energy Company, Bargo 
                  Energy Resources, Ltd., Bargo 
                  Operating Company, Inc., Tim J. Goff, 
                  Thomas Barrow, James E. Sowell, B. 
                  Carl Price, Don Wm. Reynolds, 
                  Christie Price, Robert Price and 
                  Charles D. Laudeman.                           

      99.4        Amendment No. 1 to Amended and                  (3)
                  Restated Credit Agreement dated May 
                  14, 1999 between Bargo Energy Company 
                  and Bank of America National Trust 
                  and Savings Association.                       


      99.5        Amended and Restated Secured                    (3)
                  Promissory Note dated May 14, 1999 
                  between Bargo Energy Company and Bank 
                  of America National Trust and Savings 
                  Association.                                   

      99.6        Consent and Agreement dated May 14,             (3)
                  1999 between Bargo Energy Company and 
                  Bank of America National Trust and 
                  Savings Association.                           

      99.7        SBA Side Letter dated May 14, 1999              (3)
                  between Bargo Energy Company and 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners SBIC, L.P., Eos 
                  Partners SBIC II, L.P and SGC 
                  Partners II LLC.                               

      99.8        SBA Side Letter dated May 14, 1999              (3)
                  between Bargo Energy Company, EnCap 
                  Equity 1994 Limited Partnership, TJG 
                  Investments, Inc., Bargo Energy 
                  Company, Bargo Energy Resources, 
                  Ltd., Bargo Operating Company, Inc., 
                  Tim J. Goff and BancAmerica Capital 
                  Investors SBIC I, L.P., Eos Partners 
                  SBIC, L.P., Eos Partners SBIC II, 
                  L.P. and SGC Partners II, LLC.                 

      99.9        Stock Purchase Agreement dated May              (3)
                  14, 1999 between Bargo Energy Company 
                  and Energy Capital Investment Company 
                  PLC, EnCap Energy Capital Fund III-B, 
                  L.P., BOCP Energy Partners, L.P., 
                  EnCap Energy Capital Fund III, L.P., 
                  Kayne Anderson Energy Fund, L.P., 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners, L.P., Eos 
                  Partners SBIC, L.P., Eos Partners 
                  SBIC II, L.P., and SGC Partners II 
                  LLC.                                           

      99.10       Bargo Energy Company 1999 Stock Incentive Plan  (3)

      99.11       Confidentiality and Non-Compete Agreement       (3)
                  dated May 14, 1999 between Bargo Energy 
                  Company and Tim J. Goff
________________________


(1)    Inapplicable to this filing.

(2)    Incorporated herein by reference from the Company's Current Report on
       Form 8-K filed with the Securities and Exchange Commission on April 29, 
       1999.  (file no. 000-08609)

(3)    Incorporated herein by reference from the Company's Quarterly Report on
       From 10-QSB for the period ended March 31, 1999 filed with the
       Securities and Exchange Commission on May 21, 1999.  (file no. 000-08609)

<PAGE>
                                SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

                                               Bargo Energy Company
                                                  (Registrant)



                                                /s/ Tim J. Goff          
Dated: May 14, 1999                           By: Tim J. Goff, President

<PAGE>


                              EXHIBIT INDEX


Exhibit 
Number                       Title of Document                 Location
-----------------------------------------------------------------------
1                 Unerwriting agreement                           (1)

2                 Plan of acquisition, reorganization, 
                  arrangement, liquidation or 
                  succession                                      (1)
4                 Instruments defining the rights of 
                  security holders           

      4.1         Articles of Incorporation of Bargo 
                  Energy Company                                  (2)

      4.2         By-laws of Bargo Energy Company                 (2)

      4.3         Amendment to Bargo Energy Company By-laws       (3)

      4.4         Certificate of Designation of 
                  Cumulative Redeemable Preferred 
                  Stock, Series B                                 (3)

16                Letter on change in accounting 
                  principles                                      (1)

17                Letter on director resignation                  (1)

20                Other documents or statements  
                  to security holders                             (1)

23                Consents of experts and counsel                 (1)

24                Power of attorney                               (1)

27                Financial data schedule                         (1)

99                Additional Exhibits

      99.1        Second Amended and Restated                     (3)
                  Shareholders' Agreement, dated May 
                  14, 1998, by and among Bargo Energy 
                  Company, B. Carl Price, Don Wm. 
                  Reynolds, Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 
                  Limited Partnership, Bargo Energy 
                  Resources, Ltd., TJG Investments, 
                  Inc., Bargo Energy Company, Tim J. 
                  Goff, Thomas Barrow, James E. Sowell, 
                  Bargo Operating Company, Inc., EnCap 
                  Energy Capital Fund III-B, L.P., BOCP 
                  Energy Partners, L.P., EnCap Energy 
                  Capital Fund III, L.P., Kayne 
                  Anderson Energy Fund, L.P., 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners, L.P., Eos 
                  Partners SBIC, L.P., Eos Partners 
                  SBIC II, L.P., and SGC Partners II 
                  LLC.                                           


      99.2        Second Amendment to Registration                (3)
                  Rights Agreement dated May 14, 1999 
                  between Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 
                  Limited Partnership, EnCap Energy 
                  Capital Fund III-B, L.P., BOCP Energy 
                  Partners, L.P., EnCap Energy Capital 
                  Fund III, L.P., Kayne Anderson Energy 
                  Fund, L.P., BancAmerica Capital 
                  Investors SBIC I, L.P., Eos Partners, 
                  L.P., Eos Partners SBIC, L.P., Eos 
                  Partners SBIC II, L.P., and SGC 
                  Partners II LLC.                               


      99.3        Consent to Amendment to Registration            (3)
                  Rights Agreement by TJG Investments, 
                  Inc., Bargo Energy Company, Bargo 
                  Energy Resources, Ltd., Bargo 
                  Operating Company, Inc., Tim J. Goff, 
                  Thomas Barrow, James E. Sowell, B. 
                  Carl Price, Don Wm. Reynolds, 
                  Christie Price, Robert Price and 
                  Charles D. Laudeman.                           

      99.4        Amendment No. 1 to Amended and                  (3)
                  Restated Credit Agreement dated May 
                  14, 1999 between Bargo Energy Company 
                  and Bank of America National Trust 
                  and Savings Association.                       


      99.5        Amended and Restated Secured                    (3)
                  Promissory Note dated May 14, 1999 
                  between Bargo Energy Company and Bank 
                  of America National Trust and Savings 
                  Association.                                   

      99.6        Consent and Agreement dated May 14,             (3)
                  1999 between Bargo Energy Company and 
                  Bank of America National Trust and 
                  Savings Association.                           

      99.7        SBA Side Letter dated May 14, 1999              (3)
                  between Bargo Energy Company and 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners SBIC, L.P., Eos 
                  Partners SBIC II, L.P and SGC 
                  Partners II LLC.                               

      99.8        SBA Side Letter dated May 14, 1999              (3)
                  between Bargo Energy Company, EnCap 
                  Equity 1994 Limited Partnership, TJG 
                  Investments, Inc., Bargo Energy 
                  Company, Bargo Energy Resources, 
                  Ltd., Bargo Operating Company, Inc., 
                  Tim J. Goff and BancAmerica Capital 
                  Investors SBIC I, L.P., Eos Partners 
                  SBIC, L.P., Eos Partners SBIC II, 
                  L.P. and SGC Partners II, LLC.                 

      99.9        Stock Purchase Agreement dated May              (3)
                  14, 1999 between Bargo Energy Company 
                  and Energy Capital Investment Company 
                  PLC, EnCap Energy Capital Fund III-B, 
                  L.P., BOCP Energy Partners, L.P., 
                  EnCap Energy Capital Fund III, L.P., 
                  Kayne Anderson Energy Fund, L.P., 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners, L.P., Eos 
                  Partners SBIC, L.P., Eos Partners 
                  SBIC II, L.P., and SGC Partners II 
                  LLC.                                           

      99.10       Bargo Energy Company 1999 Stock Incentive Plan  (3)

      99.11       Confidentiality and Non-Compete Agreement       (3)
                  dated May 14, 1999 between Bargo Energy 
                  Company and Tim J. Goff
________________________


(1)    Inapplicable to this filing.

(2)    Incorporated herein by reference from the Company's Current Report on
       Form 8-K filed with the Securities and Exchange Commission on April 29, 
       1999.  (file no. 000-08609)

(3)    Incorporated herein by reference from the Company's Quarterly Report on
       From 10-QSB for the period ended March 31, 1999 filed with the
       Securities and Exchange Commission on May 21, 1999.  (file no. 000-08609)

<PAGE>
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 21648}]
{"company-data": {"conformed-name": "BARGO ENERGY CO", "cik": "0000051072", "assigned-sic": "1311", "irs-number": "870239185", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-08609", "film-number": "99632042"}, "business-address": {"street1": "700 LOUISIANA, SUITE 3700", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7132369792"}, "mail-address": {"street1": "700 LOUISIANA SUITE 3700", "city": "HOUSTON", "state": "TX", "zip": "77002"}, "former-company": [{"former-conformed-name": "FUTURE PETROLEUM CORP/UT/", "date-changed": "19940401"}, {"former-conformed-name": "INTERMOUNTAIN EXPLORATION CO", "date-changed": "19920703"}]}
UNITED STATES 
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM 8-K
 
                            CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                              May 14, 1999
                             Date of Report
                     (Date of earliest event reported)

                           Bargo Energy Company
    (Exact name of small business issuer as specified in its charter)

Texas                                 0-8609                 87-0239185 
(State or other jurisdiction of (Commission file number)(I.R.S. Employer
incorporation or organization)                         Identification No.)

                         700 Louisiana, Suite 3700
                           Houston, Texas  77002
          (Address of principal executive offices, including zip code)

                                (713)236-9792
                  (Issuer's telephone number, including area code)

                          Future Petroleum Corporation
                     2351 West Northwest Highway, Suite 2130
                              Dallas, Texas  75220
                      (Former name and former address, 
                         if changed since last report)
ITEM  5. OTHER EVENTS

On May 14, 1999, the Company closed a transaction pursuant to which it issued 
and sold to Kayne Anderson Energy Fund, L.P. ("Kayne"), BancAmerica Capital 
Investors SBIC I, L.P. ("BancAmerica"), Eos Partners, L.P., Eos Partners SBIC, 
L.P., Eos Partners SBIC II, L.P. (collectively, "Eos"), Energy Capital 
Investment Company PLC, EnCap Energy Captial Fund III-B, L.P., BOCP Energy 
Partners, L.P., EnCap Energy Capital Fund III, L.P. (collectively, 
"EnCap") and SGC Partners II LLC ("SGC" and together with Kayne, BancAmerica, 
Eos, and EnCap, the "Investors") shares of a newly created class of preferred 
stock.  Pursuant to a Stock Purchase Agreement among the Issuer 
and the Investors, five million shares of the Company's Cumulative Redeemable 
Preferred Stock, Series B ("Preferred Stock") were issued in exchange for an 
aggregate purchase price of $50 million. As additional consideration, the 
Company issued an aggregate of 43,815,810 shares of its common stock to the 
Investors equal to 40% of the outstanding common stock (on a fully 
diluted basis).  If the Company redeems all of the outstanding shares of 
Preferred Stock prior to May 14, 2001, the Investors must sell back to the 
Company, for a nominal amount, 12.5% of the shares of Common Stock originally 
issued to the Investors.

Dividends on the Preferred Stock equal to 10% per annum are payable quarterly.  
The dividend rate is subject to increase (but in no event to more than 16%) or 
decrease (but in no event to less than 10%) based upon the Company's ratio of 
assets to liabilities which is calculated on January 1 and July 1 of each year 
or at such other time as requested by the Investors.  The Preferred Stock may be
redeemed at any time by the Company and must be redeemed upon the occurrence of 
certain events, including upon the fifth anniversary of the issue date or upon a
change of control.  A change of control is deemed to occur upon any merger, 
reorganization, purchase or sale of more than 50% of the Company's voting 
securities, the sale of substantially all of the assets of the Company or at any
time Tim Goff ceases to serve as the Company's Chief Executive Officer.  The 
Company is prohibited from taking certain actions, including authorizing, 
creating or issuing any shares of capital stock, amending the articles of 
incorporation of the Company and authorizing a merger or change of control, 
without the consent of the holders of a majority of the outstanding shares of 
Preferred Stock.

In connection with the transaction, the Company, Bargo Energy Resources, Ltd., 
TJG Investments, Inc., Bargo Energy Company, Tim J. Goff, Thomas Barrow, James 
E. Sowell and Bargo Operating Company, Inc. (collectively, the "Bargo 
Group"), B. Carl Price, and Don Wm. Reynolds (Mr. Price and Mr. Reynolds are 
referred to as the "Price Group"), EnCap Equity 1994 Limited Partnership ("EnCap
LP") and the Investors entered into a Second Amended and Restated Shareholders' 
Agreement ("Shareholders' Agreement").  Under the Shareholders' Agreement, the 
holders of the Preferred Stock have the right, for so long as the Preferred 
Stock is outstanding and until the occurrence of certain other events, to 
appoint designated nominees to the Board of Directors. Accordingly, as part 
of these transactions, B. Carl Price, Mary Elizabeth Vanderhider and Kimberley 
G. Seekely have resigned from Bargo's Board of Directors. Of the three vacancies
on the Board of Directors, one will be filled by a nominee to be named by Kayne,
one was filled by a nominee of BancAmerica and one was filled by a nominee of 
Eos and SGC. Brian D. Young was appointed to serve as the Eos/SGC nominee and J.
Travis Hain was appointed to serve as BancAmerica's nominee. The EnCap entities 
have the right to appoint two nominees to the Board of Directors and the members
of the Bargo Group have the right to appoint two nominees to the Board of 
Directors. The Price Group no longer has the right to appoint nominees to the 
Board of Directors.  The continuing members of Bargo's Board are Tim J. Goff and
Thomas D. Barrow (as the Bargo Group nominees) and Gary R. Petersen and D. 
Martin Phillips (as the EnCap nominees).  The Shareholders' Agreement also 
sets forth certain rights of first refusal and tag along rights among the 
parties thereto.

The Company, the Investors and EnCap LP also entered into a Second Amendment to 
Registration Rights Agreement dated May 14, 1999 providing for registration 
rights for the shares of common stock of the Company issued to the Investors.

In connection with the transaction, the Company amended its Bylaws to provide 
that for so long as each of (i) EOS and SGC (jointly), (ii) Kayne, (iii) 
BancAmerica, (iv) EnCap and (v) the Bargo Group (each, a "Nominee Group") is 
entitled to nominate one or more persons to the Board of Directors of the 
Company as provided in the Shareholders' Agreement, no act shall be 
deemed to be an act of the Board of Directors or to be authorized and approved 
by the Board of Directors without the approval of at least three directors that 
are nominated by at least three separate Nominee Groups.  In addition, Article 
VIII of the Bylaws providing certain voting rights to the nominee of the Bargo 
Group was deleted.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a)     Financial Statements of Business Acquired.     

        Not applicable to this filing.

(b)     Pro forma Financial Information.

        Not applicable to this filing.

(c)     Exhibits

The following exhibits are included as part of this report:

                             EXHIBIT INDEX

Exhibit 
Number                       Title of Document                 Location
-----------------------------------------------------------------------
1                 Unerwriting agreement                           (1)

2                 Plan of acquisition, reorganization, 
                  arrangement, liquidation or 
                  succession                                      (1)
4                 Instruments defining the rights of 
                  security holders           

      4.1         Articles of Incorporation of Bargo 
                  Energy Company                                  (2)

      4.2         By-laws of Bargo Energy Company                 (2)

      4.3         Amendment to Bargo Energy Company By-laws       (3)

      4.4         Certificate of Designation of 
                  Cumulative Redeemable Preferred 
                  Stock, Series B                                 (3)

16                Letter on change in accounting 
                  principles                                      (1)

17                Letter on director resignation                  (1)

20                Other documents or statements  
                  to security holders                             (1)

23                Consents of experts and counsel                 (1)

24                Power of attorney                               (1)

27                Financial data schedule                         (1)

99                Additional Exhibits

      99.1        Second Amended and Restated                     (3)
                  Shareholders' Agreement, dated May 
                  14, 1998, by and among Bargo Energy 
                  Company, B. Carl Price, Don Wm. 
                  Reynolds, Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 
                  Limited Partnership, Bargo Energy 
                  Resources, Ltd., TJG Investments, 
                  Inc., Bargo Energy Company, Tim J. 
                  Goff, Thomas Barrow, James E. Sowell, 
                  Bargo Operating Company, Inc., EnCap 
                  Energy Capital Fund III-B, L.P., BOCP 
                  Energy Partners, L.P., EnCap Energy 
                  Capital Fund III, L.P., Kayne 
                  Anderson Energy Fund, L.P., 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners, L.P., Eos 
                  Partners SBIC, L.P., Eos Partners 
                  SBIC II, L.P., and SGC Partners II 
                  LLC.                                           

      99.2        Second Amendment to Registration                (3)
                  Rights Agreement dated May 14, 1999 
                  between Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 
                  Limited Partnership, EnCap Energy 
                  Capital Fund III-B, L.P., BOCP Energy 
                  Partners, L.P., EnCap Energy Capital 
                  Fund III, L.P., Kayne Anderson Energy 
                  Fund, L.P., BancAmerica Capital 
                  Investors SBIC I, L.P., Eos Partners, 
                  L.P., Eos Partners SBIC, L.P., Eos 
                  Partners SBIC II, L.P., and SGC 
                  Partners II LLC.                               

      99.3        Consent to Amendment to Registration            (3)
                  Rights Agreement by TJG Investments, 
                  Inc., Bargo Energy Company, Bargo 
                  Energy Resources, Ltd., Bargo 
                  Operating Company, Inc., Tim J. Goff, 
                  Thomas Barrow, James E. Sowell, B. 
                  Carl Price, Don Wm. Reynolds, 
                  Christie Price, Robert Price and 
                  Charles D. Laudeman.                           

      99.4        Amendment No. 1 to Amended and                  (3)
                  Restated Credit Agreement dated May 
                  14, 1999 between Bargo Energy Company 
                  and Bank of America National Trust 
                  and Savings Association.                       

      99.5        Amended and Restated Secured                    (3)
                  Promissory Note dated May 14, 1999 
                  between Bargo Energy Company and Bank 
                  of America National Trust and Savings 
                  Association.                                   

      99.6        Consent and Agreement dated May 14,             (3)
                  1999 between Bargo Energy Company and 
                  Bank of America National Trust and 
                  Savings Association.                           

      99.7        SBA Side Letter dated May 14, 1999              (3)
                  between Bargo Energy Company and 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners SBIC, L.P., Eos 
                  Partners SBIC II, L.P and SGC 
                  Partners II LLC.                               

      99.8        SBA Side Letter dated May 14, 1999              (3)
                  between Bargo Energy Company, EnCap 
                  Equity 1994 Limited Partnership, TJG 
                  Investments, Inc., Bargo Energy 
                  Company, Bargo Energy Resources, 
                  Ltd., Bargo Operating Company, Inc., 
                  Tim J. Goff and BancAmerica Capital 
                  Investors SBIC I, L.P., Eos Partners 
                  SBIC, L.P., Eos Partners SBIC II, 
                  L.P. and SGC Partners II, LLC.                 

      99.9        Stock Purchase Agreement dated May              (3)
                  14, 1999 between Bargo Energy Company 
                  and Energy Capital Investment Company 
                  PLC, EnCap Energy Capital Fund III-B, 
                  L.P., BOCP Energy Partners, L.P., 
                  EnCap Energy Capital Fund III, L.P., 
                  Kayne Anderson Energy Fund, L.P., 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners, L.P., Eos 
                  Partners SBIC, L.P., Eos Partners 
                  SBIC II, L.P., and SGC Partners II 
                  LLC.                                           

      99.10       Bargo Energy Company 1999 Stock Incentive Plan  (3)

      99.11       Confidentiality and Non-Compete Agreement       (3)
                  dated May 14, 1999 between Bargo Energy 
                  Company and Tim J. Goff
________________________

(1)    Inapplicable to this filing.

(2)    Incorporated herein by reference from the Company's Current Report on
       Form 8-K filed with the Securities and Exchange Commission on April 29, 
       1999.  (file no. 000-08609)

(3)    Incorporated herein by reference from the Company's Quarterly Report on
       From 10-QSB for the period ended March 31, 1999 filed with the
       Securities and Exchange Commission on May 21, 1999.  (file no. 000-08609)
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

                                               Bargo Energy Company
                                                  (Registrant)

                                                /s/ Tim J. Goff          
Dated: May 14, 1999                           By: Tim J. Goff, President
EXHIBIT INDEX

Exhibit 
Number                       Title of Document                 Location
-----------------------------------------------------------------------
1                 Unerwriting agreement                           (1)

2                 Plan of acquisition, reorganization, 
                  arrangement, liquidation or 
                  succession                                      (1)
4                 Instruments defining the rights of 
                  security holders           

      4.1         Articles of Incorporation of Bargo 
                  Energy Company                                  (2)

      4.2         By-laws of Bargo Energy Company                 (2)

      4.3         Amendment to Bargo Energy Company By-laws       (3)

      4.4         Certificate of Designation of 
                  Cumulative Redeemable Preferred 
                  Stock, Series B                                 (3)

16                Letter on change in accounting 
                  principles                                      (1)

17                Letter on director resignation                  (1)

20                Other documents or statements  
                  to security holders                             (1)

23                Consents of experts and counsel                 (1)

24                Power of attorney                               (1)

27                Financial data schedule                         (1)

99                Additional Exhibits

      99.1        Second Amended and Restated                     (3)
                  Shareholders' Agreement, dated May 
                  14, 1998, by and among Bargo Energy 
                  Company, B. Carl Price, Don Wm. 
                  Reynolds, Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 
                  Limited Partnership, Bargo Energy 
                  Resources, Ltd., TJG Investments, 
                  Inc., Bargo Energy Company, Tim J. 
                  Goff, Thomas Barrow, James E. Sowell, 
                  Bargo Operating Company, Inc., EnCap 
                  Energy Capital Fund III-B, L.P., BOCP 
                  Energy Partners, L.P., EnCap Energy 
                  Capital Fund III, L.P., Kayne 
                  Anderson Energy Fund, L.P., 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners, L.P., Eos 
                  Partners SBIC, L.P., Eos Partners 
                  SBIC II, L.P., and SGC Partners II 
                  LLC.                                           

      99.2        Second Amendment to Registration                (3)
                  Rights Agreement dated May 14, 1999 
                  between Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 
                  Limited Partnership, EnCap Energy 
                  Capital Fund III-B, L.P., BOCP Energy 
                  Partners, L.P., EnCap Energy Capital 
                  Fund III, L.P., Kayne Anderson Energy 
                  Fund, L.P., BancAmerica Capital 
                  Investors SBIC I, L.P., Eos Partners, 
                  L.P., Eos Partners SBIC, L.P., Eos 
                  Partners SBIC II, L.P., and SGC 
                  Partners II LLC.                               

      99.3        Consent to Amendment to Registration            (3)
                  Rights Agreement by TJG Investments, 
                  Inc., Bargo Energy Company, Bargo 
                  Energy Resources, Ltd., Bargo 
                  Operating Company, Inc., Tim J. Goff, 
                  Thomas Barrow, James E. Sowell, B. 
                  Carl Price, Don Wm. Reynolds, 
                  Christie Price, Robert Price and 
                  Charles D. Laudeman.                           

      99.4        Amendment No. 1 to Amended and                  (3)
                  Restated Credit Agreement dated May 
                  14, 1999 between Bargo Energy Company 
                  and Bank of America National Trust 
                  and Savings Association.                       

      99.5        Amended and Restated Secured                    (3)
                  Promissory Note dated May 14, 1999 
                  between Bargo Energy Company and Bank 
                  of America National Trust and Savings 
                  Association.                                   

      99.6        Consent and Agreement dated May 14,             (3)
                  1999 between Bargo Energy Company and 
                  Bank of America National Trust and 
                  Savings Association.                           

      99.7        SBA Side Letter dated May 14, 1999              (3)
                  between Bargo Energy Company and 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners SBIC, L.P., Eos 
                  Partners SBIC II, L.P and SGC 
                  Partners II LLC.                               

      99.8        SBA Side Letter dated May 14, 1999              (3)
                  between Bargo Energy Company, EnCap 
                  Equity 1994 Limited Partnership, TJG 
                  Investments, Inc., Bargo Energy 
                  Company, Bargo Energy Resources, 
                  Ltd., Bargo Operating Company, Inc., 
                  Tim J. Goff and BancAmerica Capital 
                  Investors SBIC I, L.P., Eos Partners 
                  SBIC, L.P., Eos Partners SBIC II, 
                  L.P. and SGC Partners II, LLC.                 

      99.9        Stock Purchase Agreement dated May              (3)
                  14, 1999 between Bargo Energy Company 
                  and Energy Capital Investment Company 
                  PLC, EnCap Energy Capital Fund III-B, 
                  L.P., BOCP Energy Partners, L.P., 
                  EnCap Energy Capital Fund III, L.P., 
                  Kayne Anderson Energy Fund, L.P., 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners, L.P., Eos 
                  Partners SBIC, L.P., Eos Partners 
                  SBIC II, L.P., and SGC Partners II 
                  LLC.                                           

      99.10       Bargo Energy Company 1999 Stock Incentive Plan  (3)

      99.11       Confidentiality and Non-Compete Agreement       (3)
                  dated May 14, 1999 between Bargo Energy 
                  Company and Tim J. Goff
________________________

(1)    Inapplicable to this filing.

(2)    Incorporated herein by reference from the Company's Current Report on
       Form 8-K filed with the Securities and Exchange Commission on April 29, 
       1999.  (file no. 000-08609)

(3)    Incorporated herein by reference from the Company's Quarterly Report on
       From 10-QSB for the period ended March 31, 1999 filed with the
       Securities and Exchange Commission on May 21, 1999.  (file no. 000-08609)