~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

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

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT~~PURSUANT ~~REPORT~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~Date TOof ~~SECTION~~Report ~~13 OR 15~~(d)Date ~~OF THE~~of ~~SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT~~reported) OFApril 28, ~~1934~~2004

~~Date~~Nuevo ofEnergy ~~Report:~~Company ~~April 20, 2004~~ ~~(Date of earliest event reported) April 8, 2004~~

~~Nuevo~~(Exact ~~Energy~~Name ~~Company~~ of Registrant as Specified in Its Charter)

(Exact Name of Registrant as Specified in Its Charter)


Delaware (State or other jurisdiction of incorporation or organization)		76-0304436 (I.R.S. Employer Identification No.)

1021 Main, Suite 2100, Houston, Texas (Address of principal executive offices)		77002 (Zip Code)

Delaware		76-0304436
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

Registrant’s telephone number, including area code: (713) 652-0706

1021 Main, Suite 2100, Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

ITEM 5. OTHER EVENTS

~~Registrant’s~~ On ~~telephone~~April 28, ~~number~~2004, ~~including~~Nuevo ~~area~~Energy ~~code:~~Company ~~(713)~~announced ~~652-0706~~the buyout of a contingent payment with Unocal in a press release attached hereto as Exhibit 99.1.

~~TABLE OF CONTENTS~~1

	ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
		Unaudited Pro Forma Condensed Consolidated Balance Sheet
		Unaudited Pro Forma Condensed Consolidated Statement of Income
		Condensed Consolidated Financial Statements
SIGNATURES
Stock Purchase Agreement - Lankan Inc.
Stock Purchase Agreement - Nuevo Energy Company

ITEM 7. EXHIBITS

~~Table of Contents~~ (a) Exhibits

~~ITEM 2~~99.1 ~~ACQUISITION~~Press ORrelease ~~DISPOSITION~~dated OFApril ~~ASSETS~~28, 2004, announcing the buyout of a contingent payment with Unocal.

2 On April 8, 2004, Nuevo Energy Company entered into definitive agreements with Lankan Inc. and Perenco S.A. for the sale of the stock of our subsidiaries that hold our oil and gas interests in the Republic of Congo for an estimated $62 million, subject to working capital and other purchase price adjustments. These assets include a non-operating 50% working interest (37.5% revenue interest) in the Yombo field, a 50% interest in a floating production, storage and off loading vessel, and a 50% interest in the Masseko field. The oil field is located in the Marine 1 Permit 27 miles offshore the Republic of Congo in approximately 370 feet of water. Estimated net proved reserves of the Yombo oil field as of December 31, 2003 were 14.1 MMbl, and production during 2003 average 4.8 MBOE/day. The floating production storage, an off loading vessel, is a converted super tanker with storage capacity of over one million barrels, and our production is converted to No. 6 fuel oil with less than 0.3% sulfur content. The Masseko field is currently under renewed analysis for possible development. The sale was approved by Nuevo’s Board of Directors and is subject to certain third party and governmental releases and consents. Closing of this sale is expected to be in the second quarter of 2004.

~~ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS~~SIGNATURES

b.Pursuant to the requirements of Section ~~Unaudited~~13 ~~Pro~~or ~~Forma~~15(d) ~~Financial~~the ~~Statements~~Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The accompanying unaudited pro forma financial statements are based on our historical consolidated financial statements as of and for the year ended December 31, 2003, adjusted for the effects of the expected sale of Nuevo’s oil and gas interests in the Republic of Congo. The unaudited pro forma balance sheet as of December 31, 2003, assumes the disposition occurred on the balance sheet date. The unaudited pro forma statement of income for the year ended December 31, 2003, assumes the disposition occurred on January 1, 2003. The unaudited pro forma financial statements should not be construed to be indicative of future results or results that actually would have occurred if the transactions had occurred at the dates presented. The accompanying unaudited pro forma financial statements should be read in conjunction with the historical consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2003.


	NUEVO ENERGY COMPANY (Registrant)
Date: April 28, 2004	By:	/s/ Michael S. Wilkes
		Michael S. Wilkes
		Chief Financial Officer

~~Table~~EXHIBIT ~~of Contents~~INDEX

Nuevo Energy Company Unaudited Pro Forma Condensed Consolidated Balance Sheet As of December 31, 2003 (In thousands)


Exhibit No.		Description
99.1		Press release dated April 28, 2004, announcing the buyout of a contingent payment with Unocal.

	Nuevo Energy			Pro Forma			Pro Forma
	Historical			Adjustments			Adjusted
ASSETS
Current Assets
Cash and cash equivalents	$	6,276		$	56,800	(a)	$	63,076
Accounts receivable, net of allowance of $216		39,729			(1	)(a)		39,728
Inventory		5,741			(2,508	)(a)		3,233
Assets held for sale		38,290						38,290
Other current assets		16,395			(102	)(a)		16,293
Total current assets		106,431			54,189			160,620
Property and equipment, at cost		1,051,552			(93,166	)(a)		958,386
Accumulated depreciation, depletion and amortization		(355,311	)		(50,258	)(a)		(305,053	)
Total property and equipment, net		696,241			(42,908	)		653,333
Goodwill		17,121						17,121
Other assets		25,183			(9,545	)(a)		15,638
Total assets	$	844,976		$	1,736		$	846,712
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	38,707		$	(2,207	)(a)	$	36,500
Price risk management activities		35,005						35,005
Other accrued liabilities		65,236			(19,085	)(a)		56,202
					10,051	(b)
Total current liabilities		138,948			(11,241	)		127,707
Long-term debt		369,211						369,211
Asset retirement obligation		102,921			(2,613	)(a)		100,308
Other long-term liabilities		12,067						12,067
Stockholders’ equity		221,829			25,641	(a)		237,419
					(10,051	)(b)
Total liabilities and stockholders’ equity	$	844,976		$	1,736		$	846,712

See accompanying notes.

Nuevo Energy Company Unaudited Pro Forma Condensed Consolidated Statement of Income For the Year Ended December 31, 2003 (In thousands, except share amounts)

	Nuevo Energy			Pro Forma			Pro Forma
	Historical			Adjustments			Adjusted
Revenues
Crude oil and liquids	$	313,885		$	(42,772	)(a)	$	271,113
Natural gas		56,090						56,090
Other		1,362						1,362
		371,337			(42,772	)		328,565
Costs and Expenses
Lease operating expenses		159,832			(10,536	)(a)		149,296
Exploration costs		2,115						2,115
Depreciation, depletion, amortization and accretion		70,810			(5,847	)(a)		64,963
General and administrative expenses		28,457						28,457
Gain on disposition of properties		(5,824	)					(5,824	)
Other		1,256						1,256
		256,646			(16,383	)		240,263
Operating Income		114,691			(26,389	)		88,302
Derivative gain (loss)		(5,842	)					(5,842	)
Interest income		342			(25	)(a)		317
Interest expense		(29,793	)		(1	)(a)		(29,792	)
Loss on early extinguishment of debt		(12,578	)					(12,578	)
Dividends on TECONS		(6,613	)					(6,613	)
Income From Continuing Operations Before Income Taxes		60,207			(26,413	)		33,794
Income Tax Expense
Current		2,086			(7,730	)(a)		(5,644	)
Deferred		21,032			4,278	(a)		25,310
Income From Continuing Operations	$	37,089		$	(22,961	)	$	14,128
Earnings Per Share:
Basic	$	1.92					$	0.73
Diluted	$	1.89					$	0.72
Weighted Average Shares Outstanding
Basic		19,355						19,355
Diluted		19,627						19,627

See accompanying notes.

Nuevo Energy Company Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Nuevo Historical

These amounts represent our condensed historical consolidated balance sheet and income statement derived from our Annual Report on Form 10-K for the year ended December 31, 2003.

Pro Forma Adjustments

These amounts represent the estimated historical results and balances of the Congo assets for the period presented, as well as pro forma adjusting entries to reflect the sales of these assets.

	(a)		To record the sale of the Congo assets for proceeds of $56.8 million, net of certain fees and purchase price adjustments. Based on the net book value of the assets sold, an estimated pretax gain on the sale of these assets of $25.6 million is reflected in retained earnings.
	(b)		To record the income tax impact of the gain on the sale of the Congo assets using an estimated effective income tax rate of 39.2%.

Nuevo Energy Company

c. Exhibits

Each exhibit listed below is filed as part of this report.

	10.01		Stock Purchase Agreement dated April 8, 2004 by and between Perenco S.A., Lankan Inc., Nuevo Energy Company and Nuevo International, Inc.
	10.02		Stock Purchase Agreement dated April 8, 2004 by and between Perenco S.A., Nuevo Energy Company and Nuevo International, Inc.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

		NUEVO ENERGY COMPANY
		(Registrant)
Date: April 20, 2004	By:	/s/ Michael S. Wilkes
		Michael S. Wilkes
		Chief Financial Officer

Exhibit Index

Nuevo Energy Company

Exhibit No.		Description
	10.01	Stock Purchase Agreement dated April 8, 2004 by and between Perenco S.A., Lankan Inc., Nuevo Energy Company and Nuevo International, Inc.
	10.02	Stock Purchase Agreement dated April 8, 2004 by and between Perenco S.A., Nuevo Energy Company and Nuevo International, Inc.

Filing Compare · NUEVO ENERGY CO