8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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                                    FORM 8-K
                                 CURRENT REPORT


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



        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 21, 2001


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                         WESTPORT RESOURCES CORPORATION
             (Exact name of Registrant as specified in its charter)

                                                                                  
                    NEVADA                                      1-14256                       13-3869719
(State or other jurisdiction of incorporation          (Commission File Number)            (I.R.S. Employer
                                                                                        Identification Number)

            410 SEVENTEENTH STREET
                  SUITE 2300                                                                     80202
               DENVER, COLORADO                                                               (Zip code)
   (Address of principal executive offices)



       Registrant's telephone number, including area code: (303) 573-5404


                              BELCO OIL & GAS CORP.
          (Former name or former address, if changed since last report)

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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

         On August 21, 2001, the stockholders of Belco Oil & Gas Corp., a Nevada
corporation ("Belco"), now known as Westport Resources Corporation, approved the
Agreement and Plan of Merger dated as of June 8, 2001 (the "Merger Agreement"),
between Belco and Westport Resources Corporation, a Delaware corporation
("Westport"). Pursuant to the Merger Agreement, Westport was merged with and
into Belco (the "Merger"), with Belco surviving and changing its name to
Westport Resources Corporation ("New Westport"). The transaction will be
accounted for under the purchase method of accounting, and New Westport will
follow the successful efforts method of accounting for its oil and gas
activities.

         Prior to the Merger with Belco, Westport was a Denver-based independent
energy company with exploitation, exploration and acquisition activities in the
Gulf of Mexico, the Rocky Mountains, West Texas/Mid-Continent and the Gulf
Coast. At June 30, 2001 Westport reported 445 Bcfe of proved reserves. During
the first half of calendar year 2001 Westport produced approximately 32 Bcfe.

         Prior to the Merger with Westport, Belco was an independent energy
company with its primary operating office in Dallas, Texas. Belco was engaged in
the exploration for, and the acquisition, exploitation, development and
production of, natural gas and oil in the United States, primarily in the Rocky
Mountains, the Gulf Coast, the Permian Basin and the Mid-Continent region. At
June 30, 2001 Belco reported 637 Bcfe of proved reserves. During the first half
of calendar year 2001 Belco produced approximately 30 Bcfe.

         Based on the combined proved reserves of Westport and Belco as of the
end of 2000, New Westport is one of the 20 largest publicly traded independent
exploration and production companies in the United States. New Westport will be
headquartered in Denver, Colorado with operating offices in Dallas, Texas and
Houston, Texas. As a result of the merger, New Westport has estimated proved
reserves of approximately 1.1 Tcfe as of June 30, 2001, of which 54% is gas. On
a combined basis, the transaction is projected to increase Westport's production
by approximately 91% and EBITDAX by approximately 42% over Westport's second
quarter 2001 results. As Belco's oil and gas hedges expire, New Westport expects
EBITDAX to show marked improvement.

         New Westport will be managed by the executive management team of
Westport and Grant W. Henderson, former President and Chief Operating Officer of
Belco. Mr. Henderson joined the New Westport management team as Executive Vice
President and General Manager of the Southern Division based in Dallas. Donald
D. Wolf will be Chairman and Chief Executive Officer and Barth E. Whitham will
be President and Chief Operating Officer of New Westport. New Westport's Board
of Directors will consist of members of Westport's Board of Directors, Robert A.
Belfer, former Chairman and Chief Executive Officer of Belco, and Laurence D.
Belfer, former Vice Chairman of Belco.

         Holders of issued and outstanding shares of common stock of Westport
("Westport Common Stock") will receive one share (the "Westport Exchange Ratio")
of common stock of


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New Westport ("New Westport Common Stock") for each share of Westport Common
Stock they hold. Holders of issued and outstanding shares of common stock of
Belco ("Belco Common Stock") will receive 0.4125 of a share (the "Belco Exchange
Ratio") of New Westport Common Stock for each share of Belco Common Stock they
hold. Cash will be paid in lieu of fractional shares of Belco Common Stock. Each
issued and outstanding share of Belco's 6 1/2% Convertible Preferred Stock will
remain outstanding and the existing conversion rate has been adjusted as a
result of the Merger so that holders will be entitled to receive 0.465795 of a
share of New Westport Common Stock upon conversion. Belco and Westport
determined the Belco Exchange Ratio and Westport Exchange Ratio pursuant to
arm's-length negotiations between the parties. Prior to the Merger, (i) Belco
received the written opinion from its independent financial advisor that, as of
the date of such opinion, the Belco Exchange Ratio was fair from a financial
point of view to the holders of Belco Common Stock, taking into account the
Westport Exchange Ratio and (ii) Westport received the written opinion of its
independent financial advisor as to the fairness from a financial point of view,
as of the date of such opinion, of the Westport Exchange Ratio. As a result of
the Merger, former Westport common stockholders hold approximately 73.9% of the
outstanding New Westport Common Stock.

         Pursuant to Voting Agreements entered into on June 8, 2001 (the "Voting
Agreements"), stockholders of Belco owning approximately 51.8% of the
outstanding Belco Common Stock voted all shares of Belco Common Stock held by
them in favor of the Merger and stockholders of Westport owning approximately
73.2% of the outstanding Westport Common Stock voted all shares of Westport
Common Stock held by them in favor of the Merger.

         The descriptions of the Merger Agreement and the Voting Agreements set
forth above are qualified by reference to the Merger Agreement and the Voting
Agreements that are filed as Exhibit 2.1, 2.2 and 2.3 to Belco's Registration
Statement on Form S-4 (Registration No. 333-64320), respectively, and are
incorporated herein by reference.

         This announcement includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements include, without limitation, New Westport's current expectations or
forecasts of the Merger, projected financial results, estimates with respect to
reserves, estimated production rates and growth opportunities. Although New
Westport believes that the expectations reflected in such forward-looking
statements are reasonable, New Westport can give no assurance that such
expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from those in the forward-looking
statements include risks associated with:

         o        exploration;

         o        drilling and recompletion activities;

         o        the timing and extent of changes in commodity prices;

         o        the future production decline rates of newly completed wells;

         o        unforeseen engineering and mechanical or technological
                  difficulties in drilling and recompleting wells;




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         o        uncertainties in the estimation of proved reserves and in the
                  projection of future rates of production and timing of
                  exploitation expenditures;

         o        actions or inactions of third-party operators on New
                  Westport's properties;

         o        climatic conditions;

         o        environmental conditions;

         o        ability to find and retain skilled personnel;

         o        availability and cost of material and equipment;

         o        availability of capital;

         o        strength and financial resources of New Westport's
                  competitors;

         o        regulatory developments;

         o        general economic conditions; and

         o        other risks more fully described in Westport's and Belco's
                  previous filings with the Securities and Exchange Commission,
                  including Joint Proxy Statement/Prospectus, filed on August 1,
                  2001; Westport's Annual Report on Form 10-K for the year ended
                  December 31, 2001, filed on March 16, 2001; Belco's Annual
                  Report on Form 10-K/A for the year ended December 31, 2001,
                  filed on April 2, 2001; Westport's Quarterly Report on Form
                  10-Q for the quarter ended June 30, 2001, filed on August 14,
                  2001; and Belco's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 2001, filed on August 14, 2001.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a)      FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

         Audited Financial Statements of Westport(1)

         Report of Independent Public Accountants

         Consolidated Balance Sheets as of December 31, 1999 and 2000

         Consolidated Statements of Operations for the years ended December 31,
         1998, 1999 and 2000

         Consolidated Statements of Stockholders' Equity for the years ended
         December 31, 1998, 1999 and 2000

         Consolidated Statements of Cash Flows for the years ended December 31,
         1998, 1999 and 2000



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         Notes to Consolidated Financial Statements

         Unaudited Interim Financial Statements of Westport(2)

         Consolidated Balance Sheets as of December 31, 2000 and June 30, 2001
         (unaudited)

         Consolidated Statements of Operations for the six months ended June 30,
         2000 and 2001 (unaudited)

         Consolidated Statements of Cash Flows for the six months ended June 30,
         2000 and 2001 (unaudited))

         Notes to Consolidated Financial Statements (unaudited)

         EPGC Properties(3)

         Report of Independent Public Accountants

         Statements of Revenues and Direct Operating Expenses for the EPGC
         Properties for the years ended December 31, 1998 and 1999 and the three
         months ended March 31, 2000

         Notes to Statements of Revenues and Direct Operating Expenses for the
         EPGC Properties

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(1) Incorporated by reference to pages F-41 through F-61 of Belco's Registration
Statement on Form S-4 (Registration No. 333-64320).

(2) Incorporated by reference to pages 1 through 6 of Westport's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2001 (Commission
File No. 1-16093).

(3) Incorporated by reference to pages F-68 through F-71 of Belco's Registration
Statement on Form S-4 (Registration No. 333-64320).

(b) PRO FORMA FINANCIAL INFORMATION.

The required pro forma financial information reflecting the Merger was included
on pages 82 to through 87 of Belco's Registration Statement on Form S-4
(Registration No. 333-64320), and is incorporated herein by reference.


(c) EXHIBITS.

         2.1  --  Agreement and Plan of Merger dated June 8, 2001 by and between
                  Belco and Westport (incorporated by reference to Exhibit 2.1
                  to Registration Statement No. 333-64320 on Form S-4 of Belco)

         2.2  --  Voting Agreement dated June 8, 2001 by and among Westport,
                  Belco and the Westport stockholders named therein
                  (incorporated by reference to


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                  Exhibit 2.2 to Current Report on Form 8-K of Belco filed with
                  the Securities and Exchange Commission on June 14, 2001
                  (Commission File No. 1-14256))

          2.3 --  Voting Agreement dated June 8, 2001 by and among Westport,
                  Belco and the Belco stockholders named therein (incorporated
                  by reference to Exhibit 2.3 to Current Report on Form 8-K of
                  Belco filed with the Securities and Exchange Commission on
                  June 14, 2001 (Commission File No. 1-14256))

         23.1 --  Independent Auditors' Consent

         99.1 --  Press release dated August 21, 2001 entitled "Westport Closes
                  Merger with Belco for $866 million."




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                                   SIGNATURES

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

                                        WESTPORT RESOURCES CORPORATION




                                        By: /s/ Howard L. Boigon
                                            ------------------------------------
                                            Howard L. Boigon
                                            Vice President, General Counsel and
                                            Secretary

Date: August 27, 2001



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                                  EXHIBIT INDEX



           EXHIBIT
           NUMBER                       DESCRIPTION
           -------                      -----------

                     
             2.1  --    Agreement and Plan of Merger dated June 8, 2001 by and
                        between Belco and Westport (incorporated by reference to
                        Exhibit 2.1 to Registration Statement No. 333-64320 on
                        Form S-4 of Belco)

             2.2  --    Voting Agreement dated June 8, 2001 by and among
                        Westport, Belco and the Westport stockholders named
                        therein (incorporated by reference to Exhibit 2.2 to
                        Current Report on Form 8-K of Belco filed with the
                        Securities and Exchange Commission on June 14, 2001
                        (Commission File No. 1-14256))

             2.3  --    Voting Agreement dated June 8, 2001 by and among
                        Westport, Belco and the Belco stockholders named therein
                        (incorporated by reference to Exhibit 2.3 to Current
                        Report on Form 8-K of Belco filed with the Securities
                        and Exchange Commission on June 14, 2001 (Commission
                        File No. 1-14256))

            23.1  --    Independent Auditors' Consent



            99.1  --    Press release dated August 21, 2001 entitled "Westport
                        Closes Merger with Belco for $866 million."

EX-23.1

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                                                                    EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation by
reference in this Form 8-K of our report dated February 23, 2001 on the audited
consolidated financial statements of Westport Resources Corporation and our
report dated June 15, 2000 on the audited statements of revenues and direct
operating expenses for the EPGC Properties and to all references to our Firm
included in this Form 8-K.

                                               /s/ Arthur Andersen LLP





Denver, Colorado,
  August 24, 2001

EX-99.1

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                                                                    EXHIBIT 99.1


                   [WESTPORT RESOURCES CORPORATION LETTERHEAD]

               WESTPORT CLOSES MERGER WITH BELCO FOR $866 MILLION


Denver, Colorado - August 21, 2001 - Westport Resources Corporation ("Westport")
(NYSE: WRC) announced today the closing of its merger with Belco Oil & Gas Corp.
("Belco") (NYSE: BOG) in a transaction valued at approximately $866 million,
including the assumption of $523 million of long term debt, convertible
preferred stock, and a hedge portfolio. As was previously agreed upon, the Belco
common shareholders will receive a fixed exchange ratio of 0.4125 of a share of
new Westport common stock for each share of Belco common stock they own and each
Westport shareholder will receive one share of new Westport common stock for
each share of Westport common stock they own. Each share of Belco's convertible
preferred stock will be convertible into .465795 of a share of new Westport
common stock. The transaction was completed following approval by the boards of
directors and shareholders of both companies.

As a result of the merger, Westport has estimated proved reserves of
approximately 1.1 Tcfe as of June 30, 2001, of which 54% is gas. On a combined
basis, the transaction is projected to increase Westport's production by
approximately 91% and EBITDAX by approximately 42% over second quarter 2001
results. As Belco's oil and gas hedges expire, Westport expects EBITDAX to show
marked improvement. Westport's estimated acquisition cost for these reserves is
approximately $1.18 per Mcfe, net of price allocations to Belco's other assets
and goodwill.

Donald D. Wolf will continue as Chairman and Chief Executive Officer of
Westport. Belco's current Chairman and Chief Executive, Robert A. Belfer, and
Vice Chairman, Laurence D. Belfer, will join Westport's Board of Directors.
Grant W. Henderson, President and Chief Operating Officer of Belco, will remain
with the combined company as Executive Vice President and General Manager of the
Southern Business Unit based in Dallas.

"A balanced approach of acquisition, exploitation, and exploration are the
fundamental drivers of this company," explained Donald Wolf. "The combination of
Westport and Belco allows us to use our balance sheet more effectively, creates
a top-20 independent, and adds considerable depth to the probable and possible
drilling opportunities and exploration prospects within the company's
portfolio." Robert Belfer commented, "This combination creates a company with a
very high caliber management group which will be focused on executing an
aggressive, growth-oriented business plan."




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Westport is an independent energy company engaged in oil and natural gas
exploitation, acquisition and exploration activities primarily in the Gulf of
Mexico, the Rocky Mountains, Permian Basin/Mid-Continent and the Gulf Coast.

Contact information: Lon McCain at (303) 573-5404.

FORWARD-LOOKING STATEMENTS

The statements in this press release regarding estimated reserves, estimated
acquisition costs, projected capital expenditures and financial results,
expected drilling and development activity and anticipated merger benefits and
impacts, and any other forecasts, projections or guidance that are not
statements of historical fact, are forward-looking statements within the meaning
of the federal securities laws. Such statements are inherently uncertain, and
actual results may differ materially from those estimated or projected. Factors
that can affect Westport's ability to achieve projected results are described in
Westport's 10-K report for 2001 filed with the SEC, Westport's 10-Q reports for
the first and second quarters of 2001 filed with the SEC and the registration
statement and joint proxy statement filed with the SEC on July 31, 2001 by
Westport and Belco Oil & Gas Corp. These factors include, among others, the
uncertainties inherent in reserve estimations, operational risks inherent in
drilling operations, especially in the offshore environment, with corresponding
exposure to delays and significant cost overruns, the highly competitive nature
of activity in the oil and gas industry with corresponding shortages of
equipment and personnel, the risk of exploratory drilling, the uncertain cost
and pricing environment in the oil and gas industry, Westport's inability to
control operations on properties it does not operate, availability of capital,
regulatory requirements, and uncertainties related to integrating Westport and
Belco. Westport has no obligation to update the statements contained in this
press release or to take action that is described herein or otherwise presently
planned.