8-K/A

United States
Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K/A

Current Report

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

Date of Report (Date of earliest event reported) November 23, 2004

Amendment No. 1

Endeavour International Corporation

(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation) 001-32212
(Commission file
Number) 88-0448389
(I.R.S. Employer
Identification No.)

1000 Main, Suite 3300, Houston, Texas 77002
(Address of principal executive offices)           (Zip code)

(713) 307-8700
Registrant’s telephone number, including area code

None
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act.

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

TABLE OF CONTENTS

Audited Financial Statements

Unaudited Financial Statements

Unaudited Pro Forma Combined Financial Statements

Endeavour International Corporation

AMENDMENT NO. 1

The undersigned registrant, Endeavour International Corporation, hereby amends Item 9.01. “Financial Statements and Exhibits” of its Current Report on Form 8-K, dated November 23, 2004 to include the historical and pro forma financial information required by Items 9.01(a) and (b) in connection with its acquisition of OER oil AS.

ITEM 9.01. Financial Statements and Exhibits.

(a)   Financial Statements of Businesses Acquired - See Exhibit 99.1 (audited financial statements of OER oil AS for the years ending December 31, 2003 and 2002) and Exhibit 99.2 (unaudited financial statements of OER oil AS for the nine months ending September 30, 2004 and 2003).

(b)   Pro Forma Financial Information — See Exhibit 99.3 (unaudited pro forma combined financial statements of Endeavour International Corporation).

(c)   Exhibits.

10.1*	Debt agreement between OER Oil AS and Handelsbanken.
10.2*	Amendment to debt agreement between OER Oil AS and Handelsbanken.
99.1†	Audited financial statements of Endeavour Energy Norge AS (formerly OER oil AS) for the years ending December 31, 2003 and 2002.
99.2†	Unaudited financial statements of Endeavour Energy Norge AS (formerly OER oil AS) for the nine months ending September 30, 2004 and 2003.
99.3†	Unaudited pro forma combined financial statements of Endeavour International Corporation.

*	Previously filed.
†	Filed herewith.

Endeavour International Corporation

SIGNATURES

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

Endeavour International Corporation

By: /s/ Robert L. Thompson
Robert L. Thompson
Chief Accounting Officer

Date: February 4, 2005

INDEX TO EXHIBITS

Exhibits.		Description
	10.1*	Debt agreement between OER Oil AS and Handelsbanken.
	10.2*	Amendment to debt agreement between OER Oil AS and Handelsbanken.
	99.1†	Audited financial statements of Endeavour Energy Norge AS (formerly OER oil AS) for the years ending December 31, 2003 and 2002.
	99.2†	Unaudited financial statements of Endeavour Energy Norge AS (formerly OER oil AS) for the nine months ending September 30, 2004 and 2003.
	99.3†	Unaudited pro forma combined financial statements of Endeavour International Corporation.

*	Previously filed.
†	Filed herewith.

EX-99.1

Exhibit 99.1

Endeavour Energy Norge AS (formerly OER oil AS)

Financial Statements
For the years ended December 31, 2002 and 2003

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

Report of Independent Auditors

To the Board of Directors of Endeavour Energy Norge AS (formerly OER oil AS):

We have audited the accompanying consolidated balance sheets of Endeavour Energy Norge AS (formerly OER oil AS) and its subsidiary as of December 31, 2003 and 2002, and the related consolidated profit and loss statements and cash flow statements for each of the two years in the period ended December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Norway. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Endeavour Energy Norge AS (formerly OER oil AS) and its subsidiary at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in Norway.

Accounting principles generally accepted in Norway vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 18 to the consolidated financial statements.

PricewaterhouseCoopers AS
Stavanger, Norway
February 4, 2005

- 1 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

PROFIT AND LOSS STATEMENT
1 January – 31 December

1000 NOK		Consolidated			OER oil AS
	Note	2003			2003			2002
Sales revenues	1		147 650			147 650			—
Other operating revenues			—			—			33
Operating revenues			147 650			147 650			33
Production expenses	2		(59 403	)		(59 403	)		—
Change in underlift			5 358			5 358			—
Salaries and other personnel costs	3		(9 476	)		(9 476	)		(2 781	)
Depreciation	4		(14 497	)		(14 497	)		—
Other operating expenses	5		(10 258	)		(10 258	)		(7 548	)
Operating expenses			(88 276	)		(88 276	)		(10 329	)
OPERATING INCOME			59 374			59 374			(10 296	)
Interest income			1 910			1 910			61
Other financial income			6 917			6 917			—
Interest expenses to group company			—			(337	)		—
Other interest expenses			(5 066	)		(5 066	)		(15	)
Other financial expenses			(8 732	)		(8 732	)		(203	)
Net financial items			(4 971	)		(5 308	)		(157	)
INCOME BEFORE TAXES			54 403			54 066			(10 453	)
Corporate income taxes on ordinary income	6		(25 205	)		(25 205	)		8 155
NET INCOME FOR THE YEAR			29 198			28 861			(2 298	)
Allocation of net income for the year:
Transferred to other equity			29 198			28 861			(2 298	)

- 2 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

BALANCE SHEETS
31 December

		Consolidated		OER oil AS
1000 NOK	Note	2003		2003		2002
Deferred tax assets	6		43 257		41 144		8 155
Intangible assets			43 257		41 144		8 155
Tangible assets	4		79 000		79 000		37
Shares in subsidiaries	7		—		92 113		—
Financial assets			—		92 113		—
Fixed assets			122 257		212 257		8 192
Underlift	8		5 358		5 358		—
Accounts receivable	9		7 699		7 699		—
Other receivables	9		35 474		35 474		547
Cash and bank	10		18 627		18 627		619
Current assets			67 158		67 158		1 166
ASSETS			189 415		279 415		9 358

- 3 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

BALANCE SHEETS
31 December

		Consolidated		OER oil AS
1000 NOK	Note	2003		2003		2002
Share capital	11		5 334		5 334		1 291
Share premium reserve	11		28 466		28 466		2 509
Paid-in equity	11		33 800		33 800		3 800
Other equity	11		26 541		26 204		(2 657	)
Equity	11		60 341		60 004		1 143
Provisions decommissioning & abandonment	12		9 584		9 584		—
Provisions			9 584		9 584		—
Convertible loan	13		10 000		10 000		—
Long term liabilities			10 000		10 000		—
Bank liabilities			14 409		14 409		—
Accounts payable			2 016		2 016		4 675
Accrued social security and withholding taxes			386		386		907
Other current liabilities	14		92 679		183 016		2 633
Current liabilities			109 490		199 827		8 215
EQUITY AND LIABILITIES			189 415		279 415		9 358
Pledges	15		22 000		22 000		—

- 4 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

CASH FLOW STATEMENTS
1 January – 31 December

	Consolidated			OER oil AS
1000 NOK	2003			2003			2002
Cash flows from operations
Income before taxes		54 403			54 066			(10 453	)
Corporate income taxes paid		(104 515	)		(102 402	)		—
Depreciation		14 497			14 497			—
Reduction/(increase) current assets		(21 503	)		(21 503	)		(547	)
Increase/(decrease) short term liabilities		6 567			6 567			8 193
Increase in decommissioning and abandonment provision		9 584			9 584			—
CASH FLOWS USED IN OPERATIONS		(40 967	)		(39 191	)		(2 807	)
Cash flows used for investments
Investments in shares		—			(92 113	)		—
Investment in tangible assets		(75 734	)		(75 734	)		(37	)
CASH FLOWS USED FOR INVESTMENTS		(75 734	)		(167 847	)		(37	)
Cash flows from financing
Increase/(decrease) long term liabilities		10 000			10 000			—
Increase/(decrease) liabilities to subsidiary		—			90 337			—
Increase/(decrease) other current liabilities		80 300			80 300			—
Change in overdraft facilities		14 409			14 409			—
Proceeds from share issues		30 000			30 000			3 200
CASH FLOWS FROM FINANCING		134 709			225 046			3 200
Net change in cash and bank		18 008			18 008			356
Cash and bank 1 January		619			619			263
CASH AND BANK 31 DECEMBER		18 627			18 627			619

- 5 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

ACCOUNTING PRINCIPLES

The annual accounts of Endeavour Energy Norge AS (formerly OER oil AS) (“OER” or the “Company”) have been prepared in accordance with Norwegian accounting legislation and Norwegian Generally Accepted Accounting Principles (N GAAP). On January 10, 2005, OER oil AS was renamed Endeavour Energy Norge AS.

Consolidation principles

In 2003, OER oil AS acquired 100% of the shares of Aker Energy AS (renamed OER energy AS). See Note 7. OER oil AS has prepared consolidated accounts for the first time in 2003. The consolidated accounts comprise OER oil AS and the newly acquired subsidiary. All intercompany transactions between the companies have been eliminated. During 2003, all assets and related activities in OER energy AS were transferred to OER oil AS. This transaction was approved by the Norwegian Ministry of Finance in December 2003.

Lundin Petroleum is the major shareholder of OER oil AS, owning 76%.

In those licenses which OER oil AS participates in joint ventures within the oil and gas industry, the company’s shares are accounted for in accordance with the proportionate consolidation method.

Use of estimates

The preparation of the accounts in accordance with generally accepted accounting principles does require that the company’s management prepares estimates and assumptions that influence the value of assets and liabilities in the balance sheet, as well as for the revenues and costs for the accounting year. The amounts actually realized may deviate from these estimates.

Foreign currency

Current transactions in foreign currency are converted and recorded in NOK at the actual exchange rate. At the end of the accounting year, receivables and liabilities in foreign currency are converted at the exchange rate at the end of the year.

Classification of balance sheet items

Current assets and current liabilities comprise items that are due for payment within one year after the balance sheet date. Other items are categorized as fixed assets and long term liabilities.

Exploration

The company is capitalizing all exploration costs. Exploration costs are depreciated in accordance with the unit of production method on the basis of the company’s total reserves in those producing fields in which the company has ownership interests.

- 6 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

Production investments

The company is capitalizing all investments in plant, equipment, etc. The investments are depreciated in accordance with the unit of production method on the basis of each respective field’s total reserves.

Depreciation

The company is applying the unit of production method for depreciation of total investments in the petroleum sector. According to this method the annual depreciation is calculated based on the production of petroleum products during the year in relation to the total commercial remaining recoverable reserves. The company is using total remaining proved and probable reserves.

Decommissioning and abandonment

Provisions for decommissioning and abandonment are provided and expensed to the income statement in line with each asset’s economic life so that total provisions at the time of abandonment are sufficient to cover such expenditures.

Provisions for decommissioning and abandonment are calculated in accordance with the unit of production method and recorded as production expenses in the income statement.

Over-/under-lift of petroleum products

In producing fields there will be liabilities and receivables between the joint venture partners as a consequence of the fact that the companies’ shares of production deviate from the companies’ lifted/sold quantities of petroleum products. Such deviations are recognized in the accounts. Liabilities that are caused by overlift positions are booked at cost, whereas receivables that are caused by underlift positions are booked at the lowest of cost and sales value.

Corporate Income Taxes

Corporate income taxes comprise corporate taxes payable and deferred taxes. Deferred taxes are calculated on the basis of temporary differences between accounting and taxable balance sheet values.

The tax effect is shown as a part of the annual taxes in the income statement and deferred tax is shown as long term liabilities in the balance sheet. In the calculation of taxes the company has applied a corporate tax rate of 28%, and a special oil tax of 50% after deduction for uplift on investments.

Cash flow analysis

The indirect cash flow model has been applied. Cash and bank includes all bank deposits and cash at the end of the year, including restricted cash.

- 7 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

NOTES TO THE ACCOUNTS

Note 1. Sales revenues

Product	Field	1000 NOK
Crude oil	Brage		94 457
Crude oil	Njord		47 326
Crude oil total			141 783
NGL	Brage		2 841
Gas	Brage		3 026
Total			147 650

Note 2. Production expenses

Cost type	1000 NOK
Field costs		(35 816	)
Decommissioning and abandonment		(9 584	)
Transportation costs		(14 003	)
Total		(59 403	)

Note 3. Salaries and other personnel costs

1000 NOK	2003			2002
Salaries		(8 045	)		(2 446	)
Employers contribution		(1 187	)		(313	)
Other personnel costs		(244	)		(22	)
Total		(9 476	)		(2 781	)

Remuneration to CEO and the Board:

1000 NOK	CEO			Board
Salaries		(1 030	)		(589	)
Other remuneration		(30	)		(5	)

On the basis of an agreement on technology transfer, additional costs of NOK 420 000 are incurred for purchase of services from a company that is owned by one of the board members and related parties.

- 8 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

Note 4. Tangible assets

	Production
1000 NOK	Investment			Acquisitions			Other			Total
Historic cost 1.1.2003		0			0			37			37
New investments		22 683			70 657			119			93 460
Disposals		0			0			0			0
Historic cost 31.12.2003		22 683			70 657			156			93 497
Cumulative depreciation		(6 186	)		(8 267	)		(44	)		(14 497	)
Book value 31.12.2003		16 497			62 390			112			79 000
Depreciation 2003		(6 186	)		(8 267	)		(44	)		(14 497	)

Note 5. Other operating expenses

Of other operating expenses an amount of NOK 181 580 is related to fees to auditors. The company has paid the auditors NOK 51 600 for other services.

Note 6. Corporate Income taxes

Corporate income taxes on ordinary income for the year have been calculated as follows:

	2003						2002
1000 NOK	28%			50%			28%			50%
Income before taxes		54 066			54 066			(10 453	)		(10 453	)
Permanent differences		8 308			8 308			39			39
Change in temporary differences		12 831			12 831			(15	)		(15	)
Uplift		0			(1 740	)		0			0
Tax losses carry forward		(75 205	)		(73 465	)		10 429			10 429
Basis for payable taxes		0			0			0			0
Change in deferred taxes		(10 176	)		(15 029	)		(2 913	)		(5 202	)
Corporate income taxes on ordinary income		(10 176	)		(15 029	)		(2 913	)		(5 202	)

Of the above change in temporary differences in 2003, NOK 18.0 million (28%) and NOK 14.7 million (50%) relate to differences resulting from deferred tax recorded as part of the acquisition costs in 2003.

Of the above change in deferred tax in 2003, NOK 58.1 million relate to deferred tax recorded as part of the acquisition costs for license interests and related activities in 2003.

- 9 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

	2003						2002
1000 NOK	28%			50%			28%			50%
Temporary differences related to:
Tangible assets		1 939			1 939			(11	)		(11	)
Decommissioning & abandonment		(9 584	)		(9 584	)		0			0
Deferred gain		12 821			12 821			16			16
Negative goodwill		21 128			21 648			0			0
Tax loss carry forwards		(72 876	)		(74 672	)		(10 403	)		(10 403	)
Uplift		0			(8 358	)		0			0
Basis for deferred taxes		(46 572	)		(56 206	)		(10 398	)		(10 398	)
Deferred tax assets 31.12.		(13 041	)		(28 103	)		(2 911	)		(5 199	)
Deferred tax assets 31.12.	(41 144)						(8 155)

Reconciliation of effective tax rate as at 31.12.2003:

	1000 NOK
Ordinary income before taxes		54 066
Taxes calculated at nominal tax rate (78%)		(42 172	)
Actual taxes on ordinary income		(25 205	)
Difference		(16 967	)
78% of permanent differences		6 480
50% of new uplift		(3 402	)
Tax effect of negative goodwill		(20 045	)
Total		(16 967	)

Taxes on a consolidated basis:

Deferred tax assets on a consolidated basis are NOK 2 million higher than for OER oil AS. This is caused by the difference between book value of the shares in OER energy AS and the equity in OER energy AS. This difference is a reduction of the negative goodwill.

Note 7. Shares in subsidiaries

						Book value
Company	Country	Acquired in	Share			1000 NOK
OER energy AS	Norge	2003		100	%		92 113

In December 2003 OER oil AS acquired a license interest with related activities from OER energy AS. A significant part of the assets in OER energy AS comprised a tax loss carry forward with a nominal value of NOK 126.9 million. Additionally, negative goodwill of NOK 34.8 million was recognized.

- 10 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

Note 8. Underlift

1000 NOK	31.12.03		31.12.02		Change
Underlift		5 358		0		5 358

Underlift of petroleum products are recorded at cost. Underlift is categorized as current assets in the balance sheet.

Note 9. Receivables

Receivables are recorded at face value, since no losses are expected. A significant share of the company’s other receivables is related to a reimbursement of prepaid taxes.

Note 10. Cash and bank

Of the company’s cash and bank at the end of the year, NOK 16.5 million is a security in the form of a bank deposit relating to issuance of a bank guarantee for NOK 15 million for the abandonment and decommissioning for the company’s shares in the Brage and Njord fields. The bank guarantee is a consequence of specific guarantee requirements established by the Norwegian authorities.

Of the company’s cash and bank at the end of the year, an amount of NOK 0.5 million represents restricted cash. The unutilized share of the company’s overdraft facility was NOK 5.6 million at the end of the year.

The remaining cash balance of NOK 1.6 million represents unrestricted cash.

Note 11. Equity

			Share
Consolidated	Share		premium		Other
1000 NOK	capital		reserve		equity			Total
Equity 1.1.		5 334		28 466		(2 657	)		31 143
Income for the year						29 198			29 198
Equity 31.12.		5 334		28 466		26 541			60 341

			Share
OER oil AS	Share		premium		Other
1000 NOK	capital		reserve		equity			Total
Equity 1.1.		5 334		28 466		(2 657	)		31 143
Income for the year						28 861			28 861
Equity 31.12.		5 334		28 466		26 204			60 004

The total number of shares in OER oil AS is 5 334 035 shares, of which each share has a par value of NOK 1.00. The company has only one class of shares.

- 11 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

55 000 options have been issued. Each option gives the option holders a right to 1 share with a par value of NOK 1.00 to be exercised at a predefined price. The strike prices for the options are NOK 6.11 and 7.42 per share for a total number of 46 600 and 8 400 options respectively. At the end of 2003 no options have been exercised. The options give the option holders the right to exercise within the end of 2004.

An overview of the company’s shareholders as at 31 December 2003 is presented below:

Shareholder	Shares		Share in %
Lundin Petroleum B.V.		4 043 126		75,80
Per Gunnar Loge		204 743		3,84
Tananger Holding AS		203 735		3,82
Odd Vagle		171 000		3,21
Steinar Hagen		146 455		2,75
Roar Tessem		127 418		2,39
Oban Invest AS		114 492		2,15
Torres Hegre		110 137		2,06
John Vagle		40 000		0,75
Elin Vagle		40 000		0,75
Marianne Vagle		40 000		0,75
Dag Daler		26 109		0,49
Loken AS		20 028		0,38
TF Eiendom & Invest		16 364		0,31
Kjetil Loken		16 364		0,31
Alan McIntyre		9 586		0,18
Per Reinholt Thomassen		2 799		0,05
Tore Lybekk		1 679		0,03
TOTAL		5 334 035		100,00

Note 12. Decommissioning and abandonment

The company is providing for future decommissioning and abandonment liabilities in producing fields in accordance with the unit of production method. The basis for the total liabilities is estimates received from the operators of the respective fields.

The estimated net present value of OER’s share of total costs for decommissioning before taxes is NOK 28.8 million. Similar estimated total costs for abandonment before taxes are NOK 18.4 million. Total booked liabilities at the end of 2003 are NOK 4.4 million and NOK 5.2 million for decommissioning and abandonment respectively.

Note 13. Convertible loan

The convertible loan of NOK 10 million is from Lundin Petroleum B.V. The loan agreement for a total facility of NOK 30 million, was entered into 27 December 2002 and was convertible into 20 million shares of the Company’s shares, contingent upon OER not repaying the loan upon maturity. The loan is interest free, and is due for repayment at the end of 2005. During 2003, the Company drew down NOK 10 million on the loan. The convertible loan is subordinated to any other bank debt.

- 12 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

Note 14. Other current liabilities

Consolidated
1000 NOK	31.12.2003
Other interest-bearing debt		80 300
Other current liabilities		12 379
Total		92 679

OER oil AS
1000 NOK	31.12.2003		31.12.2002
Intercompany liability		90 337		0
Other interestbearing debt		80 300		0
Other current liabilities		12 379		2 633
Total		183 016		2 633

Other interest bearing debt is an amount due to Aker Maritime Finance AS in connection with the Company’s acquisition of Aker Energy AS. The loan bears interest at 4.5%.

Note 15. Pledges

In connection with establishing a borrowing facility in the bank market, the company had pledged its receivables and inventories as security for an amount of NOK 22 million.

Note 16. Reserves, concession periods, etc

The company applies total remaining proved and probable reserves in million barrels oil equivalents (mboe):

(100% field)	Brage		Njord
Estimated remaining reserves 31.12.03	78 mboe		153 mboe
Concession period		2015/2017		2021/2023
Estimated remaining production period	7 years		11 years

Note 17. Subsequent Events

During 2004, OER energy AS was merged with OER oil AS.

On November 23, 2004, Endeavour International Corporation’s Norwegian subsidiary, Endeavour Energy Norge AS, acquired a majority interest in OER from Lundin Petroleum B.V. (“Lundin”). Pursuant to the Share Sale and Purchase Agreement, Endeavour paid Lundin NOK (Norwegian kroner) 172,500,000 in cash for all of Lundin’s shares in OER, representing about 76% of the outstanding shares of OER.

On November 10, 2004, Endeavour Norge entered into agreements (each a “Purchase Agreement,” and collectively the “Purchase Agreements”) with the twenty-four minority interest holders of OER, including certain members of OER’s management, to purchase the remaining 23.34% interest in OER. Pursuant to the Purchase Agreements, Endeavour Norge will purchase 1,299,772 shares in OER for consideration of NOK 6.98

- 13 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

and 1.68 shares of Endeavour International Corporation common stock per share of OER. The number of shares of Endeavour International Corporation common stock to be issued as consideration under the Purchase Agreements is subject to downward adjustment to reflect any changes in OER’s claimed loss carryforwards as of December 31, 2003 and other estimated tax amounts.

Assuming no adjustments are made to the share consideration to be paid under the Purchase Agreements, the aggregate consideration to be paid for OER would be approximately NOK 181.6 million in cash and 2,183,617 shares of Endeavour International Corporation common stock.

In 2004, the remaining NOK 20 million of the Convertible loan was drawn down.

In 2004, the other interest bearing debt of NOK 80 million was repaid.

The 55,000 options, described in note 12 above were exercised in December 2004

Note 18. Summary of Significant Differences Between Generally Accepted Accounting Principles in Norway and the United States of America

The financials statements of the company have been prepared in conformity with N GAAP, which differs in certain respects from generally accepted accounting principles in the United States of America (US GAAP). The following is a summary of the significant adjustments to net income (loss) for the year when reconciling amounts recorded in the consolidated financial statements to the corresponding amounts in accordance with US GAAP.

		January 1 – December 31
1000 NOK	Notes	2003			2002
Net income for the year under N GAAP			29 198			(2 298	)
US GAAP Adjustments:
Asset retirement obligation:
Reversal of OER units-of-production – production expense	a)		9 584			—
Accretion	a)		(3 247	)		—
Depreciation:
Impact of asset retirement obligation	a)		(8 304	)		—
Impact of US full cost reserves	b)		(14 481	)		—
Impact of tax step-up	c)		(42 278	)		—
Tax effect of US GAAP adjustments	d)		52 254			—
			(6 472	)		—
Net income for the year under US GAAP			22 726			(2 298	)

- 14 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

		December 31,
1000 NOK	Notes	2003
Equity under N GAAP			60 341
US GAAP Adjustments:
Asset retirement obligation:
Reversal of OER units-of-production – production expense	a)		9 584
Accretion	a)		(3 247	)
Depreciation:
Impact of asset retirement obligation	a)		(8 304	)
Impact of US full cost reserves	b)		(14 481	)
Impact of tax step-up	c)		(42 278	)
Tax effect of US GAAP adjustments	d)		52 254
			(6 472	)
Equity under US GAAP			53 869

There are no significant differences in equity as of 31 December 2002 between N GAAP and US GAAP.

a) Asset Retirement Obligation – Under US GAAP, Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” requires companies to record the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets. Under this standard, the initial recognition of the liability occurs in the period in which it is incurred and a reasonable estimate can be made. In subsequent periods, amounts due to the passage of time are recorded as accretion and revisions to the estimate are recorded as an adjustment to the liability. Upon recognition of the liability, the related asset is capitalized as part of the asset cost for the amount of the liability and amortized over the related assets estimated useful life on the unit of production basis for oil and gas operations. Under N GAAP, provisions for decommissioning and abandonment are calculated in accordance with the unit of production method and recorded as production expenses in the income statement with a corresponding recording of the liability provision. For the US GAAP adjustment for December 31, 2003, a liability and corresponding asset of NOK 40.6 million was recognized. Included in the US GAAP adjustment for the year ended December 31, 2003 NOK 3.2 million of accretion expense and NOK 8.3 million of depreciation.

b) Full Cost Method of Accounting for Oil and Gas Operations – Under US GAAP, depreciation for oil and gas operations is calculated based on proved reserves and country by country cost centres. Under N GAAP, depreciation is calculated on proved and probable reserves on a field by field basis. For the year ended December 31, 2003, NOK 14.5 million of additional DD&A was recognized under US GAAP.

c) Purchase of Assets – Under US GAAP, Emerging Issues Task Force Issue (“EITF”) No. 98-11, “Accounting for Acquired Temporary Differences in Certain Purchase

- 15 -

Endeavour Energy Norge AS (formerly OER oil AS)
Financial Statements for the Years Ended December 31, 2002 and 2003

Transactions That Are Not Accounted for as Business Combinations,” the assigned value of the asset and the related deferred tax asset or liability should be determined under the simultaneous equations method in determining amount of deferred taxes applicable to the transaction.

Under N GAAP, additional deferred taxes were not provided on the transaction to acquire the interests in the producing fields Brage and Njord from Norsk Hydro and any difference between the financial and tax bases are treated as permanent differences. Under US GAAP, an additional asset of NOK 206.6 million was recorded with an offsetting increase to deferred tax liabilities.

In accordance with EITF No. 98-11, any deferred credit arising from the application of this Issue should not be classified as part of deferred tax liabilities or as an offset to deferred tax assets. Under N GAAP, the deferred credit arising from the tax loss acquired through the acquisition of Aker Energy AS was classified as an offset to deferred tax assets. At December 31, 2003, an additional amount of NOK 16.7 million has been recorded as an increase as deferred tax assets with the offset recorded as other liabilities.

d) Deferred tax effect of US GAAP adjustments at a rate of 78% for all items except for the book and tax difference related to certain licenses. Under US GAAP, income taxes are based on the liability method. Under NGAAP, income taxes are also based on the liability method, with the exception of book and tax differences related to licenses. Certain licenses are non-deductible and under NGAAP no deferred tax liability is recognized.

Comprehensive income under US GAAP is the same as net income under US GAAP for all periods presented.

There are no significant differences in cash from operations, cash used by investments and cash from financing under N GAAP versus net cash provided by operating activities, net cash used in investing activities and net cash provided by financing activities under US GAAP for all periods presented.

- 16 -

EX-99.2

Exhibit 99.2

Endeavour Energy Norge AS
(formerly OER oil AS )

Unaudited Financial Statements

For the nine months ended 30 September 2003 and 2004

Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

PROFIT AND LOSS STATEMENT
For the nine months ended September 30, 2004 and 2003

1000 NOK	2004			2003
(Unaudited)				(Unaudited)
Sales revenues		155 051			109 820
Other operating revenues		—			—
Operating revenues		155 051			109 820
Production expenses		(52 427	)		(50 544	)
Change in underlift		(7 941	)		1 983
Salaries and other personnel costs		(8 030	)		(5 650	)
Depreciation		(12 641	)		(12 498	)
Operating expenses		(81 039	)		(66 709	)
OPERATING INCOME		74 012			43 111
Interest income		1 670			224
Interest expenses		(1 914	)		(4 259	)
Other financial expenses		(1 897	)		(1 225	)
Net financial items		(2 141	)		(5 260	)
INCOME BEFORE TAXES		71 871			37 851
Corporate income taxes on ordinary income		(41 303	)		(29 695	)
NET INCOME FOR THE PERIOD		30 568			8 156

- 1 -

Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

BALANCE SHEETS
As of 30 September, 2004 and 31 December, 2003

	30 September,		31 December,
1000 NOK	2004		2003
	(Unaudited)
Deferred tax assets		8 850		43 257
Intangible assets		8 850		43 257
Tangible assets		85 682		79 000
Fixed assets		94 532		122 257
Underlift		1 108		5 358
Accounts receivable		27 404		7 699
Other receivables		30 479		35 474
Cash and bank		41 538		18 627
Current assets		100 529		67 158
ASSETS		195 061		189 415

- 2 -

Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

BALANCE SHEETS
As of 30 September, 2004 and 31 December, 2003

	30 September,		31 December,
1000 NOK	2004		2003
	(Unaudited)
Share capital		5 334		5 334
Share premium reserve		28 466		28 466
Paid-in equity		33 800		33 800
Other equity		57 109		26 541
Equity		90 909		60 341
Provisions decommissioning & abandonment		15 191		9 584
Provisions		15 191		9 584
Loans		83 000		10 000
Long term liabilities		83 000		10 000
Bank liabilities		—		14 409
Accounts payable		2 862		2 016
Accrued social security and withholding taxes		—		386
Other current liabilities		3 099		92 679
Current liabilities		5 961		109 490
EQUITY AND LIABILITIES		195 061		189 415
Pledges		102 000		22 000

- 3 -

Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

CASH FLOW STATEMENTS
For the nine months ended September 30, 2004 and 2003

1000 NOK	2004			2003
	(Unaudited)			(Unaudited)
Cash flows from operations
Income before taxes		71 871			37 851
Taxes paid		(6 916	)		(23 206	)
Depreciation		12 641			12 498
Increase current assets		(10 460	)		(15 767	)
Increase/(decrease) short term liabilities		(103 509	)		101 344
Provision for decommissioning and abandonment		5 458			6 331
CASH FLOWS FROM (USED IN) OPERATIONS		(30 915	)		119 051
Cash flows used for investments
Investment in tangible assets		(19 323	)		(83 711	)
CASH FLOWS USED FOR INVESTMENTS		(19 323	)		(83 711	)
Cash flows from financing
Increase/(decrease) long term liabilities		149			—
Proceeds from borrowings		73 000			—
Proceeds from share issue					30 000
CASH FLOWS FROM FINANCING		73 149			30 000
Net change in cash and bank		22 911			65 340
Cash and bank 1 January		18 627			619
CASH AND BANK 30 SEPTEMBER		41 538			65 959

- 4 -

Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

ACCOUNTING PRINCIPLES

The accompanying interim financial statements of Endeavour Energy Norge AS (formerly OER oil AS) (“OER” or the “Company”) have been prepared in accordance with accounting principles generally accepted in Norway (“N GAAP”). Accordingly, they do not include all of the information and footnotes required by N GAAP for complete financial statements. A reconciliation of the interim financial statements under N GAAP to accounting principles generally accepted in the United States (“US GAAP”) is included in Note 2. On January 10, 2005, OER oil AS was renamed Endeavour Energy Norge AS.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The principal accounting policies used in the preparation of these financial statements are set out below.

These interim financial statements should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s financial statements for the year ended December 31, 2003.

The consolidated accounts comprise OER oil AS and its 100% owned subsidiary OER energy AS. All intercompany balances and transactions have been eliminated on consolidation.

As a consequence of the approval by the Norwegian Ministry of Finance in December 2003, all assets and related activities in OER energy AS were transferred to OER oil AS.

In those licenses which OER oil AS participates in joint ventures within the oil and gas industry, the company’s shares are accounted for in accordance with the proportionate consolidation method.

Preparation of financial statements in accordance with generally accepted accounting principles requires that management make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTES TO THE ACCOUNTS

Note 1. Loans

1000 NOK	30.09.2004		31.12.2003
Bank debt		53 000		—
Convertible loan		30 000		10 000
Total		83 000		10 000

- 5 -

Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

In January 2004, the Company entered into a debt agreement with Handelsbanken for MNOK 65, of which MNOK 53 is currently outstanding, and bears interest at the 6-month Norwegian Inter-Bank Offering Rate (NIBOR) plus 1.4%. The debt is repayable in semi-annual installments through January 2006. In addition, Handelsbanken has provided a guarantee of up to MNOK 16 to the operator of the Brage and Njord fields and the Norwegian Ministry of Petroleum and Energy for the abandonment and decommissioning costs for these fields.

The Handelsbanken agreement contains customary covenants, including but not limited to, limitations on OER’s ability to incur liens, make acquisitions and investments, or sell or transfer assets. Additionally, OER may not permit its book equity to fall below 25%.

The convertible loan of MNOK 30 is from Lundin Petroleum B.V. The loan agreement for a total facility of MNOK 30, was entered into 27 December 2002 and was convertible into 20 million shares of the Company’s shares, contingent upon OER not repaying the loan upon maturity. The loan is interest free, and is due for repayment at the end of 2005. The convertible loan is subordinated to any other bank debt.

Note 2. Other Current Liabilities

1000 NOK	30.09.2004		31.12.2003
Other interest-bearing debt		—		80 300
Other current liabilities		3 099		12 379
Total		3 099		92 679

Other interest bearing debt is an amount due to Aker Maritime Finance AS in connection with the Company’s acquisition of Aker Energy AS and bears interest at 4.5%. The loan was repaid in 2004.

Note 3. Provisions Decommissioning & Abandonment

The company is providing for future decommissioning and abandonment liabilities in producing fields in accordance with the unit of production method. The basis for the total liabilities is estimates received from the operators of the respective fields.

Note 4. Bank Liabilities

1000 NOK	30.09.2004		31.12.2003
Bank liabilities		—		14 409

Bank liabilities represent an overdraft facility with Union Bank of Norway for a maximum of MNOK 20. All outstanding balances were repaid during 2004.

Note 5. Pledges

During the nine months ended September 30, 2004, the Company pledged an additional amount connected to a credit line of USD 5 million and a term loan of NOK 65 million

- 6 -

Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

given by the bank, Handelsbanken. Receivables, inventory, certain bank accounts and deposits were pledged with the aggregate value of NOK 102 million. The credit line of NOK 20 million with the bank Gjensidige NOR and the accompanied pledge were abolished in January 2004.

Note 6. Subsequent Event

On November 23, 2004, Endeavour International Corporation’s Norwegian subsidiary, Endeavour Energy Norge AS, acquired a majority interest in OER from Lundin Petroleum B.V. (“Lundin”). Pursuant to the Share Sale and Purchase Agreement, Endeavour paid Lundin NOK (Norwegian kroner) 172,500,000 in cash for all of Lundin’s shares in OER, representing about 76% of the outstanding shares of OER.

On November 10, 2004, Endeavour Norge entered into agreements (each a “Purchase Agreement,” and collectively the “Purchase Agreements”) with the twenty-four minority interest holders of OER, including certain members of OER’s management, to purchase the remaining 23.34% interest in OER. Pursuant to the Purchase Agreements, Endeavour Norge will purchase 1,299,772 shares in OER for consideration of NOK 6.98 and 1.68 shares of Endeavour International Corporation common stock per share of OER. The number of shares of Endeavour International Corporation common stock to be issued as consideration under the Purchase Agreements is subject to downward adjustment to reflect any changes in OER’s claimed loss carryforwards as of December 31, 2003 and other estimated tax amounts.

Assuming no adjustments are made to the share consideration to be paid under the Purchase Agreements, the aggregate consideration to be paid for OER would be approximately NOK 181.6 million in cash and 2,183,617 shares of Endeavour International Corporation common stock.

Note 7. Summary of Significant Differences Between Generally Accepted Accounting Principles in Norway and the United States of America

The financials statements of the company have been prepared in conformity with N GAAP, which differs in certain respects from generally accepted accounting principles in the United States of America (US GAAP). The following is a summary of the significant adjustments to net income (loss) for the year when reconciling amounts recorded in the consolidated financial statements to the corresponding amounts in accordance with US GAAP.

- 7 -

Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

		Nine months ended 30
		September
1000 NOK	Notes	2004			2003
Net income for the year under N GAAP			30 568			8 156
US GAAP Adjustments:
Asset retirement obligation:
Reversal of OER units-of-production – production expenses	a)		5 458			6 331
Accretion	a)		(2 630	)		(2 165	)
Depreciation:
Impact of asset retirement obligation	a)		(6 382	)		(6 259	)
Impact of US full cost reserves	b)		(9 629	)		(9 985	)
Impact of tax step-up	c)		(32 491	)		(31 865	)
Tax effect of US GAAP adjustments	d)		39 438			37 474
			(6 236	)		(6 469	)
Net income (loss) for the nine months under US GAAP			24 332			1 687

		September			December
1000 NOK	Notes	30, 2004			31, 2003
Equity under N GAAP			90909			60341
US GAAP Adjustments:
Asset retirement obligation:
Reversal of OER units-of-production – production expenses	a)		15042			9584
Accretion	a)		(5877	)		(3247	)
Depreciation:
Impact of asset retirement obligation	a)		(14686	)		(8304	)
Impact of US full cost reserves	b)		(24110	)		(14481	)
Impact of tax step-up	c)		(74769	)		(42278	)
Tax effect of US GAAP adjustments	d)		91692			52254
			(12708	)		(6472	)
Equity under US GAAP			78201			53869

a) Asset Retirement Obligation – Under US GAAP, Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” requires companies to record the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets. Under this standard, the initial recognition of the liability occurs in the period

- 8 -

Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

in which it is incurred and a reasonable estimate can be made. In subsequent periods, amounts due to the passage of time are recorded as accretion and revisions to the estimate are recorded as an adjustment to the liability. Upon recognition of the liability, the related asset is capitalized as part of the asset cost for the amount of the liability and amortized over the related assets estimated useful life on the unit of production basis for oil and gas operations. Under N GAAP, provisions for decommissioning and abandonment are calculated in accordance with the unit of production method and recorded as production expenses in the income statement with a corresponding recording of the liability provision. For the US GAAP adjustment for December 31, 2003, a liability and corresponding asset of NOK 40.6 million was recognized. Included in the US GAAP adjustment for the nine months ended September 30, 2004 and 2003 NOK 2.6 million and NOK 2.2 million, respectively, of accretion expense and NOK 6.4 million and NOK 6.3 million, respectively, of depreciation.

b) Full Cost Method of Accounting for Oil and Gas Operations – Under US GAAP, depreciation for oil and gas operations is calculated based on proved reserves and country by country cost centres. Under N GAAP, depreciation has been calculated on proved and probable reserves on a field by field basis. For the nine months ended September 30, 2004 and 2003, NOK 13.9 million and NOK 12.3 million, respectively, of additional DD&A was recognized under US GAAP.

c) Purchase of Assets – Under US GAAP, Emerging Issues Task Force Issue (“EITF”) No. 98-11, “Accounting for Acquired Temporary Differences in Certain Purchase Transactions That Are Not Accounted for as Business Combinations,” the assigned value of the asset and the related deferred tax asset or liability should be determined under the simultaneous equations method in determining amount of deferred taxes applicable to the transaction.

Under N GAAP, additional deferred taxes were not provided on the transaction to acquire the interests in the producing fields Brage and Njord from Norsk Hydro and any difference between the financial and tax bases are treated as permanent differences. Under US GAAP, an additional asset of NOK 206.6 million was recorded at the time of the acquisition with an offsetting increase to deferred tax liabilities.

In accordance with EITF No. 98-11, any deferred credit arising from the application of this Issue should not be classified as part of deferred tax liabilities or as an offset to deferred tax assets. Under N GAAP, the deferred credit arising from the tax loss acquired through the acquisition of Aker Energy AS was classified as an offset to deferred tax assets. At December 31, 2003, an additional amount of NOK 16.7 million has been recorded as an increase to deferred tax assets with the offset recorded to other liabilities.

d) Deferred tax effect of US GAAP adjustments at a rate of 78% for all items except for the book tax difference related to certain licences. Under US GAAP, income taxes are based on the liability method. Under N GAAP, income taxes are also based on the liability method, with the exception of book and tax differences related to licenses. Certain licenses are non-deductible and under N GAAP no deferred tax liability is recognized.

- 9 -

Endeavour Energy Norge AS (formerly OER oil AS)
Unaudited Financial Statements
for the Nine Months Ended September 30, 2004 and 2003

Comprehensive income under US GAAP is the same as net income under US GAAP for all periods presented.

There are no significant differences in cash from operations, cash used by investments and cash from financing under N GAAP versus net cash provided by operating activities, net cash used in investing activities and net cash provided by financing activities under US GAAP for all periods presented.

- 10 -

EX-99.3

Exhibit 99.3

Unaudited Pro Forma Condensed Combining

Financial Statements of

Endeavour International Corporation

To reflect the Acquisition of OER oil AS

Unaudited Pro Forma Condensed Combining
Financial Statements of Endeavour International Corporation
(Amounts in thousands, except per share data)

The accompanying pro forma financial statements are presented in accordance with Article 11 of Regulation S-X. The following unaudited pro forma condensed combined financial information reflects adjustments to give affect to the following:

•   Endeavour International Corporation’s (“Endeavour”) purchase of OER oil AS (“OER”) (subsequently renamed Endeavour Energy Norge AS) for approximately $39 million, including $29 million in cash and 2.2 million shares of Endeavour common stock (the “Acquisition”). The Acquisition was completed in two phases. On November 23, 2004, Endeavour acquired a majority interest in OER from Lundin Petroleum B.V. (“Lundin”). Endeavour paid approximately $27 million in cash for all of Lundin’s shares in OER, representing about 76% of the outstanding shares of OER. On January 26, 2005, Endeavour purchased the remaining minority interest in OER for approximately $2 million in cash and 2.2 million shares of Endeavour common stock.

•   The income statement data assume that the Acquisition was consummated on January 1, 2003. The balance sheet data assume that the Acquisition was consummated on September 30, 2004.

OER’s historical financial statements were prepared in accordance with Norwegian generally accepted accounting principles (“N GAAP”), which differ in certain respects from accounting principles generally accepted in the United States (“US GAAP”) and have been adjusted to US GAAP. Certain reclassifications were made to OER’s historical financial statements to conform them to Endeavour’s presentation. Norwegian Kroner (“NOK”) amounts have been translated into U.S. dollars at the applicable historical rate in effect on the date of the relevant event/period. Our inclusion of this information is not meant to suggest that the Norwegian Kroner amounts actually represent such dollar amounts or that such amounts could have been converted into U.S. dollars at any particular rate, if at all.

The unaudited pro forma condensed combining financial data are not necessarily indicative of the results of operations or the financial position which would have occurred had the transactions been consummated at January 1, 2003, nor are they necessarily indicative of future results of operations or financial position. The unaudited pro forma combined financial data should be read in conjunction with the historical consolidated financial statements and related notes thereto of Endeavour and OER.

1

Endeavour International Corporation
Unaudited Pro Forma Condensed Combining Balance Sheet
As of September 30, 2004

(Amounts in thousands)

										OER
			OER under N		Adjustments to			OER under		under US		Acquisition			Pro Forma
	Endeavour		GAAP		US GAAP			US GAAP		GAAP		Adjustments			Combined
	US$		NOK		NOK			NOK		US$		US$			US$
										(B)
Current Assets:
Cash	$	36,258	kr	41,538				kr	41,538	$	5,884	$	(29,052	) (B)	$	13,090
Receivables		161		27,404					27,404		3,882					4,043
Other Current Assets		1,691		31,587					31,587		4,474					6,165
Total Current Assets		38,110		100,529					100,529		14,240		(29,052	)		23,298
Equity Interests in Entities with Oil and Gas Properties		3,063		—					—		—					3,063
Property and Equipment, net		14,590		85,682		133,629	(A)		219,311		31,064		(31,064	) (C)		46,148
													31,558	(B)
Intangible Assets		4,800		—					—		—					4,800
Goodwill		—		—					—		—		27,951	(B)		27,951
Other Assets		4,736		8,850		(8,850	) (A)		—		—					4,736
Total Assets	$	65,299	kr	195,061	kr	124,779		kr	319,840	$	45,304	$	(607	)	$	109,996

2

Endeavour International Corporation
Unaudited Pro Forma Condensed Combining Balance Sheet
As of September 30, 2004

(Amounts in thousands)

											OER
				OER under N		Adjustments to			OER under		under US		Acquisition			Pro Forma
	Endeavour			GAAP		US GAAP			US GAAP		GAAP		Adjustments			Combined
	US$			NOK		NOK			NOK		US$		US$			US$
											(B)
Current Liabilities:
Accounts Payable and Accrued Expenses	$	4,247		kr	2,862				kr	2,862	$	405	$	858	(D)	$	5,510
Other Current Liabilities		116			3,099					3,099		440					556
Total Current Liabilities		4,363			5,961					5,961		845		858			6,066
Long-term Debt		—			83,000					83,000		11,756					11,756
Deferred Taxes		—			—		105,355	(A)		105,355		14,923		(14,923	) (D)		15,299
														15,299	(C)
Other Liabilities		3,655			15,191		32,132	(A)		47,323		6,703		(6,682	) (D)		10,334
														6,658	(C)
Total Liabilities		8,018			104,152		137,487			241,639		34,227		1,210			43,455
Stockholders’ Equity:
Common Stock		69			5,334					5,334		756		(756	) (D)		71
														2	(C)
Additional Paid In Capital		131,860			28,466					28,466		4,032		(4,032	) (D)		141,118
														9,258	(C)
Other Equity		(9,249	)		—					—		—					(9,249	)
Accumulated Earnings (Deficit)		(65,399	)		57,109		(12,708	) (A)		44,401		6,289		(6,289	) (D)		(65,399	)
Total Stockholders’ Equity		57,281			90,909		(12,708	)		78,201		11,077		(1,817	)		66,541
Total Liabilities and Stockholders’ Equity	$	65,299		kr	195,061	kr	124,779		kr	319,840	$	45,304	$	(607	)	$	109,996

3

Endeavour International Corporation
Unaudited Pro Forma Condensed Combining Statement of Operations
For the Nine Months Ended September 30, 2004
(Amounts in thousands, except per share data)

				OER under N			Adjustments to			OER under US			OER under US			Acquisition			Pro Forma
	Endeavour			GAAP			US GAAP			GAAP			GAAP			Adjustments			Combined
	US$			NOK			NOK			NOK			US$			US$			US$
													(B)
Revenues	$	8		kr	155,051					kr	155,051		$	22,536		$			$	22,544
Expenses:
Operating expenses		1			54,910						54,910			7,981						7,982
Depletion and amortization		890			18,099			45,674	(A)		63,773			9,269			(9,269	)(F)		6,449
																	5,559	(G)
Equity interest in oil and gas partnerships		224			—						—			—						224
General and administrative		9,141			8,030						8,030			1,167						10,308
Total expenses		10,256			81,039			45,674			126,713			18,417			(3,710	)		24,963
Income (Loss) from Operations		(10,248	)		74,012			(45,674	)		28,338			4,119			3,710			(2,419	)
Other (Income) Expense:
Consideration given in excess of fair market value of assets acquired		10,779			—						—			—						10,779
Interest income		(398	)		(1,670	)					(1,670	)		(243	)					(641	)
Interest expense		262			1,914						1,914			278						540
Other (income) expense		(1,999	)		1,897						1,897			276						(1,723	)
Total other (income) expense		8,644			2,141						2,141			311			—			8,955
Income (Loss) Before Income Taxes		(18,892	)		71,871			(45,674	)		26,197			3,808			3,710			(11,374	)
Income Tax Expense		—			41,303			(39,438)	(A)		1,865			271			2,329	(H)		5,494
																	2,894	(I)
Net Income (Loss)		(18,892	)		30,568			(6,236	)		24,332			3,537			(1,513	)		(16,868	)
Preferred Stock Dividends		385			—						—			—			—			385
Net Income (Loss) to Common Stockholders	$	(19,277	)	kr	30,568		kr	(6,236	)	kr	24,332		$	3,537		$	(1,513	)	$	(17,253	)
Net Loss Per Share – Basic and Diluted	$	(0.31	)																$	(0.27	)
Weighted Average Number of Common Share Outstanding – Basic and Diluted		62,596															2,184	(C)		64,780

4

Endeavour International Corporation
Unaudited Pro Forma Condensed Combining Statement of Operations
For the Year Ended December 31, 2003
(Amounts in thousands, except per share data)

				OER under N			Adjustments to			OER under US			OER under US			Acquisition			Pro Forma
	Endeavour			GAAP			US GAAP			GAAP			GAAP			Adjustments			Combined
	US$			NOK			NOK			NOK			US$			US$			US$
													(B)
Revenues	$	27		kr	147,650					kr	147,650		$	20,855		$			$	20,882
Expenses:
Operating expenses		6			44,461						44,461			6,280						6,286
Depletion and amortization		1,497			24,081			58,726	(A)		82,807			11,696			(11,696	)(F)		8,702
																	7,205	(G)
Impairment of oil and gas properties		25,168			—						—			—						25,168
Equity interest in oil and gas partnerships		1,217			—						—			—						1,217
Bad debt expense – related party		1,800			—						—			—						1,800
General and administrative		2,261			19,734						19,734			2,787						5,048
Total expenses		31,949			88,276			58,726			147,002			20,763			(4,491	)		48,221
Income (Loss) from Operations		(31,922	)		59,374			(58,726	)		648			92			4,491			(27,339	)
Other (Income) Expense:
Interest income		(240	)		(1,910	)					(1,910	)		(270	)					(510	)
Interest expense		3,570			5,066						5,066			716						4,286
Other (income) expense		1,577			1,815						1,815			256						1,833
Total other (income) expense		4,907			4,971						4,971			702			—			5,609
Income (Loss) Before Income Taxes		(36,829	)		54,403			(58,726	)		(4,323	)		(610	)		4,491			(32,948	)
Income Tax Expense (Benefit)		—			25,205			(52,254	) (A)		(27,049	)		(3,820	)		2,831	(H)		2,514
																	3,503	(I)
Net Income (Loss)		(36,829	)		29,198			(6,472	)		22,726			3,210			(1,843	)		(35,462	)
Preferred Stock Dividends		4,406			—						—			—			—			4,406
Net Income (Loss) to Common Stockholders	$	(41,235	)	kr	29,198		kr	(6,472	)	kr	22,726		$	3,210		$	(1,843	)	$	(39,868	)
Net Loss Per Share – Basic and Diluted	$	(1.18	)																$	(1.07	)
Weighted Average Number of Common Share Outstanding – Basic and Diluted		35,076															2,184	(C)		37,260

5

Endeavour International Corporation

Notes to Unaudited Pro Forma Condensed

Combining Statements

(A) To adjust the historical balances of OER under N GAAP to US GAAP. The primary differences between N GAAP and US GAAP for OER are as follows:

a.	Asset Retirement Obligation – Under US GAAP, Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” requires companies to record the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets. Under this standard, the initial recognition of the liability occurs in the period in which it is incurred and a reasonable estimate can be made. In subsequent periods, amounts due to the passage of time are recorded as accretion and revisions to the estimate are recorded as an adjustment to the liability. Upon recognition of the liability, the related asset is capitalized as part of the asset cost for the amount of the liability and amortized over the related assets estimated useful life on the unit of production basis for oil and gas operations. Under N GAAP, provisions for decommissioning and abandonment are calculated in accordance with the unit of production method and recorded as production expenses in the income statement with a corresponding recording of the liability provision.
b.	Full Cost Method of Accounting for Oil and Gas Operations – Under US GAAP, depreciation for oil and gas operations is calculated based on proved reserves and country by country cost centres. Under N GAAP, depreciation has been calculated on proved and probable reserves on a field by field basis.
c.	Purchase of Assets – Under US GAAP, Emerging Issues Task Force Issue (“EITF”) No. 98-11, “Accounting for Acquired Temporary Differences in Certain Purchase Transactions That Are Not Accounted for as Business Combinations,” the assigned value of the asset and the related deferred tax asset or liability should be determined under the simultaneous equations method in determining amount of deferred taxes applicable to the transaction. Under N GAAP, additional deferred taxes were not provided on the transaction to acquire the interests in producing fields and any difference between the financial and tax bases are treated as permanent differences. In accordance with EITF No. 98-11, any deferred credit arising from the application of this Issue should not be classified as part of deferred tax liabilities or as an offset to deferred tax assets. Under N GAAP, the deferred credit arising from the tax loss acquired through an acquisition was classified as an offset to deferred tax assets.
d.	Deferred tax effect of US GAAP adjustments. Under US GAAP, income taxes are based on the liability method. Differences between book and tax basis of assets acquired are included as deferred tax liabilities and therefore the tax effect of these differences does not result in a permanent difference as they do in N GAAP. The removal of the effect of the

6

Endeavour International Corporation

Notes to Unaudited Pro Forma Condensed

Combining Statements

permanent difference for US GAAP results in an effective rate on the changes between N GAAP and US GAAP that is not equal to the Norwegian statutory rate of 78%.

(B)   Norwegian Kroner amounts have been translated into U.S. dollars at the applicable historical rate in effect on the date of the relevant event/period. For the balance sheet, the exchange rate was 7.06 kroner. For the nine months ended September 30, 2004, the average exchange rate was 6.88 kroner. For the year ended December 31, 2003, the average exchange rate was 7.08 kroner.

(C)   To record the acquisition of OER for approximately $39 million, including $29 million in cash and 2.2 million shares of our common stock. The preliminary purchase price allocation is determined as follows:

Common stock issued		2,184
Average stock price	$	4.24
Fair value of stock issued	$	9,260
Cash paid		29,052
Estimated expenses		858
Preliminary purchase price	$	39,170
Allocation of purchase price:
Current assets	$	14,240
Property, plant and equipment		31,558
Goodwill		27,951
Current liabilities		(845	)
Long-term debt		(11,756	)
Deferred taxes		(15,299	)
Other long-term liabilities		(6,679	)

	The average stock price is based on a five day period beginning two days before the announcement of the transaction. The purchase price allocation set forth above and reflected in the pro forma financials is preliminary and subject to change in the fair value of OER’s working capital and other liabilities on the effective date and the actual transaction expenses incurred. Management does not believe the final purchase price allocation will differ materially from the preliminary purchase price allocation.
(D)	To eliminate OER’s historical property, deferred tax liability, asset retirement obligation and equity.
(E)	To record estimated legal, accounting and other expenses for the Acquisition.
(F)	To eliminate OER’s historical depletion and amortization.
(G)	To record depletion and amortization after giving affect to the purchase price allocation.

7

Endeavour International Corporation

Notes to Unaudited Pro Forma Condensed

Combining Statements

(H)	To eliminate OER’s historical tax credit associated with a purchase of assets that is not available to Endeavour upon the Acquisition.
(I)	To record the income tax effect of the adjustments discussed above at the Norwegian statutory rate of 78%.

8