10QSB

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

FORM 10-QSB

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended   June 30, 2002
OR
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________________________ to __________________________
Commission File Number 1-7796
TIPPERARY CORPORATION
(Exact name of small business issuer as specified in its charter)

	Texas (State or other jurisdiction of incorporation or organization)	75-1236955 (I.R.S. Employer Identification No.)
	633 Seventeenth Street, Suite 1550 Denver, Colorado (Address of principal executive offices)	80202 (Zip Code)
(303) 293-9379
(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at August 14, 2002
Common Stock, $.02 par value	39,221,489 shares

TIPPERARY CORPORATION AND SUBSIDIARIES

Index to Form 10-QSB

			Page No.
PART I.	FINANCIAL INFORMATION (UNAUDITED)
	Item 1.	Financial Statements
		Consolidated Balance Sheets June 30, 2002 and December 31, 2001	1
		Consolidated Statements of Operations three months and six months ended June 30, 2002 and 2001	2
		Consolidated Statements of Cash Flows six months ended June 30, 2002 and 2001	3
		Notes to Consolidated Financial Statements	4-9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10-18
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	19
	Item 2.	Changes in Securities	19
	Item 3.	Defaults Upon Senior Securities	19
	Item 4.	Submission of Matters to a Vote of Security Holders	19
	Item 5.	Other Information	19
	Item 6.	Reports on Form 8-K Exhibits and	20
SIGNATURES			21

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
(unaudited)

	June 30			December 31
	2002			2001
ASSETS
Current assets:
Cash and cash equivalents	$	1,572		$	9,415
Restricted cash		483			1,312
Receivables		3,018			2,518
Prepaid drilling costs		–			2,821
Other current assets		118			293
Total current assets		5,191			16,359
Property, plant and equipment, at cost:
Oil and gas properties, full cost method		66,510			74,005
Other property and equipment		3,987			3,903
		70,497			77,908
Less accumulated depreciation, depletion and amortization		(3,927	)		(23,486	)
Property, plant and equipment, net		66,570			54,422
Deferred loan costs		6,086			6,726
Other noncurrent assets		55			20
	$	77,902		$	77,527
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	780			2,231
Accounts payable		1,415			4,022
Accrued liabilities		1,413			1,004
Royalties payable		133			234
Total current liabilities		3,741			7,491
Long-term debt, net of current portion		18,434			12,183
Minority interest		673			734
Commitments and contingencies (Note 5)
Stockholders’ equity
Preferred stock:
Cumulative, $1.00 par value. Authorized 10,000,000
shares; none issued		–			–
Non-cumulative, $1.00 par value. Authorized
10,000,000 shares; none issued		–			–
Common stock; par value $.02; 50,000,000 shares
authorized; 39,231,087 shares issued and 39,221,489
outstanding at June 30, 2002 and 38,981,087 shares issued
and 38,971,489 shares outstanding at December 31, 2001		785			780
Capital in excess of par value		149,949			149,499
Accumulated deficit		(95,655	)		(93,135	)
Treasury stock, at cost; 9,598 shares		(25	)		(25	)
Total stockholders’ equity		55,054			57,119
	$	77,902		$	77,527

See accompanying notes to consolidated financial statements

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TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

	Three months ended						Six months ended
	June 30						June 30
	2002			2001			2002			2001
Revenues	$	1,252		$	772		$	2,604		$	1,641
Costs and expenses:
Operating		716			656			1,308			1,118
Depreciation, depletion and amortization		412			215			835			425
Gain on sale of assets		(766	)		–			(766	)		–
General and administrative		1,039			1,067			2,586			2,044
Total costs and expenses		1,401			1,938			3,963			3,587
Operating loss		(149	)		(1,166	)		(1,359	)		(1,946	)
Other income (expense):
Other income		–			–			70			–
Interest income		32			37			48			84
Interest expense		(762	)		(782	)		(1,394	)		(1,243	)
Foreign currency exchange gain (loss)		31			60			54			(32	)
Total other expense		(699	)		(685	)		(1,222	)		(1,191	)
Loss before income taxes		(848	)		(1,851	)		(2,581	)		(3,137	)
Income tax expense (benefit)		–			(1	)		–			(1	)
Net loss before minority interest		(848	)		(1,850	)		(2,581	)		(3,136	)
Minority interest in loss (income) of subsidiary		(89	)		53			61			144
Net loss	$	(937	)	$	(1,797	)	$	(2,520	)	$	(2,992	)
Net loss per share
Basic and diluted	$	(.02	)	$	(.07	)	$	(.06	)	$	(.12	)
Weighted average shares outstanding
Basic and diluted		39,221			24,547			39,147			24,510

See accompanying notes to consolidated financial statements.

2

TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

	Six months ended
	June 30
	2002			2001
Cash flows from operating activities:
Net loss	$	(2,520	)	$	(2,992	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation, depletion and amortization		835			425
Amortization of deferred loan costs		798			519
Compensatory warrants granted		5			–
Minority interest in loss of subsidiary		(61	)		(144	)
Gain on sale of assets		(766	)		–
Change in assets and liabilities:
Decrease (increase) in receivables		(533	)		239
Decrease in prepaid drilling costs and other current assets		175			454
Increase (decrease) in accounts payable and accrued liabilities		(252	)		(619	)
(Decrease) increase in royalties payable		(101	)		12
Net cash used in operating activities		(2,420	)		(2,106	)
Cash flows from investing activities:
Proceeds from asset sales		5,329			1,930
Capital expenditures		(16,223	)		(8,937	)
Net cash used in investing activities		(10,894	)		(7,007	)
Cash flows from financing activities:
Proceeds from borrowings		5,000			15,500
Principal repayments		(200	)		(4,407	)
Decrease (increase) in restricted cash		829			(176	)
Payments for deferred loan costs		(158	)		(837	)
Net cash provided by financing activities		5,471			10,080
Net increase (decrease) in cash and cash equivalents		(7,843	)		967
Cash and cash equivalents at beginning of period		9,415			1,579
Cash and cash equivalents at end of period	$	1,572		$	2,546
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	951		$	862
Income taxes	$	–		$	–
Non-cash investing and financing activities:
Issuance of stock to acquire assets	$	450		$	1,688
Net decrease in payables for capital expenditures	$	(2,865	)	$	–

See accompanying notes to consolidated financial statements.

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TIPPERARY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the financial position of Tipperary Corporation and its subsidiaries (the “Company”) at June 30, 2002, and the results of its operations for the three-month and six-month periods ended June 30, 2002 and 2001 and its cash flows for the six-month periods ended June 30, 2002 and 2001. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Tipperary Oil and Gas Corporation and Burro Pipeline Corporation, and its 90%-owned subsidiary, Tipperary Oil and Gas (Australia) Pty Ltd (“TOGA”). All intercompany balances have been eliminated. The accounting policies followed by the Company are included in Note 1 to the Consolidated Financial Statements in its Annual Report on Form 10-KSB for the year ended December 31, 2001. These financial statements should be read in conjunction with the Form 10-KSB.

Impact of New Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” The Company does not believe that SFAS 146 will have a material impact on its results of operations or financial position.

In April 2002, the FASB issued SFAS 145 “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections” which is generally effective for transactions occurring after May 15, 2002. Through the rescission of FASB Statements 4 and 64, SFAS 145 eliminates the requirement that gains and losses from extinguishment of debt be aggregated and, if material, be classified as an extraordinary item net of any income tax effect. SFAS 145 makes several other technical corrections to existing pronouncements that may change accounting practice. The Company has not yet determined whether SFAS 145 will have a material impact on its results of operations.

In August 2001, the FASB issued SFAS 144 “Accounting for the Impairment or Disposal of Long-Lived Assets,” which replaces SFAS 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.” SFAS 144 requires that long-lived assets to be disposed of by sale be measured at the lower of the carrying amount or fair value less selling costs, whether reported in continuing operations or in discontinued operations. SFAS 144 changes the reporting of discontinued operations to include all components of an entity with operations that can be segregated from the rest of the entity and that will be eliminated from the ongoing operations of the entity as a result of a disposal transaction. The Company adopted SFAS 144 effective January 1, 2002; however, because the Company uses the full cost method of accounting, the provisions of Rule 410 in Regulation S-X must be followed in accounting for the Company’s oil and gas operations instead of those in SFAS 144.

In July 2001, the FASB issued SFAS 141 “Business Combinations” and SFAS 142, “Goodwill and Other Intangible Assets.” SFAS 141 requires that all business combinations entered into subsequent to June 30, 2001 be accounted for under the purchase method of accounting and that certain acquired intangible assets in a business combination be recognized and reported as assets separately from goodwill. SFAS 142 requires that amortization of goodwill be replaced with an annual impairment test of the goodwill’s carrying value. The Company adopted SFAS 141 in July 2001 and adopted SFAS 142 effective January 1, 2002. The adoption of SFAS 141 and SFAS 142 did not have a material effect on the Company’s financial position or results of operations.

4

In June 2001, the FASB issued SFAS 143, “Accounting for Asset Retirement Obligations,” which provides accounting requirements for retirement obligations associated with tangible long-lived assets, including the timing of liability recognition, initial measurement of the liability, allocation of asset retirement costs to expense, subsequent measurement of the liability, and financial statement disclosures. SFAS 143 requires that asset retirement costs be capitalized along with the cost of the related long-lived asset. The asset retirement costs should then be allocated to expense using a systematic and rational method. The transition adjustment resulting from the adoption of SFAS 143 would be reported as a cumulative effect of a change in accounting principle. The Company will adopt SFAS 143 no later than January 1, 2003. The Company has not yet determined whether SFAS 143 will have a material impact on its financial position or results of operations.

Disposition of Oil and Gas Properties

Under the full cost method of accounting for oil and gas exploration and production, sales of oil and gas properties are accounted for as adjustments of capitalized costs, with no gain or loss recognized unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost center. If a gain or loss is to be recognized, the cost of the property sold is an allocation of the cost center’s total costs based on the relative fair market value of the property sold compared to the estimated fair market value of the properties retained when there are substantial economic differences between the property sold and the properties retained. On May 24, 2002, the Company sold its remaining U.S. proved producing property, retaining only unproved properties in the U.S. cost center, and it recognized a gain of $766,000 on the sale. See Note 7.

Gas Imbalances

In natural gas production operations, joint owners may sell more or less than the production volumes to which they are entitled based on their revenue ownership interest. For gas imbalances, the Company recognizes overproduction as a reduction in proved reserves and recognizes underproduction as an increase in proved reserves. The Company records a natural gas imbalance in other liabilities if its excess takes of natural gas exceed its remaining proved reserves for the property.

As of June 30, 2002, the Company had taken and sold 772,000 Mcf more than its entitled share of natural gas volumes produced from the Comet Ridge project in Queensland, Australia. Based on an average price of $1.19 per Mcf for Company sales of Comet Ridge gas during 2002, the Company’s 772,000 Mcf gas imbalance at June 30, 2002 represents $772,000 in gas revenues, net of the 10% Queensland royalty and a 6% overriding royalty described in Note 3. Other owners in the Comet Ridge project have limited rights under the joint operating agreement to cure this gas imbalance in the future by selling more gas than their entitled share of a month’s production and having the Company sell less gas, but not less than 50% of its entitled share for the month. At current sales levels, under current contracts, certain underproduced owner(s) are able, but have not elected, to substantially cure the gas imbalance over a period of six to twelve months.

Liquidity and Operations

The Company anticipates funding operations and capital expenditures for the remainder of 2002 using (a) cash on hand at June 30, (b) gas revenues and, (c) $5 million of additional borrowing from TCW Asset Management Company (“TCW”) funded on August 2, 2002 (see Note 3). In order to fund any capital expenditures in 2002 in excess of these cash resources and to fund capital expenditures beyond 2002, the Company will require additional sources of capital. The Company intends to seek additional debt financing for further development of the Comet Ridge project and will continue to seek industry partners in domestic exploration projects. The Company expects to generate cash to reduce its investment in individual projects through the sale of partial interests to industry partners. However, in the event that sufficient funding cannot be obtained, the Company will be required to curtail planned expenditures and may have to sell additional acreage and/or relinquish acreage.

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NOTE 2 - RELATED PARTY TRANSACTIONS

Slough, the Company’s largest (61.3% at June 30, 2002) shareholder, has advanced the Company $2,500,000 for the purchase of a drilling rig which the Company has leased to an unaffiliated drilling contractor in Australia. This loan bears interest at a fixed rate of 10% per annum and matures on July 31, 2003. Payments are due monthly equal to all rents the Company receives from the drilling contractor and for accrued interest on the balance of the loan. As of June 30, 2002, the balance due on this loan was $2,225,000. The drilling contractor has an option to buy the drilling rig from the Company prior to June 30, 2003, for a cash payment equal to the loan balance when the option is exercised. The sales proceeds would be used to retire the debt associated with the rig.

NOTE 3 - LONG-TERM DEBT - UNRELATED PARTY

The Company is a party to an amended and restated Credit Agreement with TCW Asset Management Company (“TCW”), with an initial borrowing facility of up to $17 million. By April 2002, the Company had borrowed the full $17 million for development of the Comet Ridge project. On July 31, 2002, the Credit Agreement was amended to raise the borrowing facility to $22 million, and TCW advanced on August 2, 2002 the additional $5 million for Comet Ridge development. The obligation to repay the debt is evidenced by senior secured promissory notes bearing interest at the rate of 10% per annum and payable quarterly. The Company must also make monthly payments to TCW equal to a 6% overriding royalty on the Company’s Comet Ridge gas sales revenues before deducting other costs and royalties.

After the loan is paid in full, TCW has the option to sell this overriding royalty interest to the Company at the net present value of the royalty interest’s share of future net revenues (after certain gas delivery costs) from the then proved reserves, discounted at a nominal 15% annual rate compounded quarterly which is an effective rate of 15.865% per annum. After the loan is paid in full, the Company has the right to purchase the royalty interest from TCW for the sum of (a) the net present value of the royalty interest’s share of future net revenues (after certain gas delivery costs) from the then proved reserves, discounted at 15.865% per annum plus (b) such additional amount, if any, to provide TCW a 15.865% internal rate of return without consideration of the value in (a).

Principal payments are due quarterly beginning in March 2005 equal to 5.3875% of the unpaid principal balance, increasing to 6.59% in March 2006, decreasing to 5.91% in March 2007 and increasing to 7.09% in March 2008. The outstanding principal balance is due in full on December 31, 2008. If the Company fails to make principal payments as required by the amended Credit Agreement, TCW may require all obligations to be immediately due and payable. The amended Credit Agreement requires that TOGA maintain working capital of at least $500,000.

Upon receipt of the initial funding, the Company recorded deferred financing costs of approximately $6,800,000, which was the then present value (discounted at 15%) of the overriding royalty conveyed to TCW. This cost reduced the book value of oil and gas properties and is being amortized as interest expense over the life of the loan. Deferred loan costs at June 30, 2002 also include approximately $1,346,000 of other costs incurred to obtain the TCW financing, which are likewise being amortized as interest expense over the life of the loan.

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NOTE 4 - EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted loss per share (“EPS”) (in thousands except per share data):

	Three months ended						Six months ended
	June 30						June 30
	2002			2001			2002			2001
Numerator:
Net loss	$	(937	)	$	(1,797	)	$	(2,520	)	$	(2,992	)
Denominator:
Weighted average shares outstanding		39,221			24,547			39,147			24,510
Effect of dilutive securities:
Assumed conversion of dilutive options and warrants		–			–			–			–
Weighted average shares and dilutive potential common shares		39,221			24,547			39,147			24,510
Basic and diluted loss per share	$	(.02	)	$	(.07	)	$	(.06	)	$	(.12	)
Number of shares of potentially dilutive common stock from the      exercise of options and warrants not included in EPS that would        have been antidilutive		50			864			50			1,029
Total common stock and warrants that could potentially dilute basic      EPS in future periods		3,556			3,529			3,556			3,529

NOTE 5 - COMMITMENTS AND CONTINGENCIES

The Company, TOGA and two unaffiliated working interest owners are plaintiffs in a lawsuit filed in 1998, styled Tipperary Corporation and Tipperary Oil & Gas (Australia) Pty Ltd v. Tri-Star Petroleum Company, James H. Butler, Sr., and James H. Butler, Jr., Cause No. CV42,265, District Court of Midland County, Texas involving the Comet Ridge project. The plaintiffs allege, among other matters, that Tri-Star and/or the individual defendants failed to operate the project in a good and workmanlike manner and committed various other breaches of a joint operating contract, breached a previous mediation agreement, committed certain breaches of fiduciary and other duties owed to the plaintiffs, and committed fraud in connection with the project. Tri-Star answered the allegations, and filed a counterclaim alleging tortious interference with the contracts, with the authority to prospect covering the project and with contractual relationships with vendors; commercial disparagement; foreclosure of operator’s lien and alternatively forfeiture of undeveloped acreage; unjust enrichment and declaratory relief. As of February 2001, the court enjoined Tri-Star from asserting any forfeiture claims based upon events prior to that date. In March 2002, the court entered its Writ of Temporary Injunction (the “Injunction”) to enforce the votes of a majority-in-interest of the parties under the joint operating agreement to remove Tri-Star as operator and replace it with TOGA. The Injunction provided that TOGA take over operations of the project on March 22, 2002, and TOGA took over operations on that date. Tri-Star appealed the Injunction and such appeal is pending in the Texas Eighth Court of Appeals. Primary briefs have been filed by the parties, but the Court of Appeals has not yet scheduled oral argument.

An evidentiary hearing relating to the existing Mediation Agreement between the parties and the obligation of the parties to arbitrate audit disputes was conducted in late April 2002. In June 2002, the Court ruled that the arbitration provisions of the Mediation Agreement are unenforceable, and the Court did not refer any issues between the parties to arbitration. On July 10, 2002, Tri-Star filed a Notice of Accelerated Appeal of the order on arbitration issues, which will also be heard by the Texas Eighth Court of Appeals. No briefs have yet been filed. The pending appeals have delayed the trial on the merits, and a new trial date will not be set before the appellate cases are resolved. While the appeals will be heard on an expedited basis, it is not possible to predict the length of the appellate process.

7

Through June 30, 2002, the Company has made payments totaling approximately $1.2 million into the registry of the court for disputed portions of joint interest billings from Tri-Star. At the appropriate time, the Court will determine the disposition of the funds paid into its registry. If the June 21, 2002 ruling on arbitration issues is upheld by the Court of Appeals, it is anticipated that the Court will return the funds to the Company. If the funds are returned, the Company will reduce its full cost pool for approximately $1 million of recovered capital costs and will record a gain of approximately $200,000 for recovered operating costs. If, and to the extent, funds are awarded to Tri-Star, the Company will not record an additional loss.

The Court may award additional damages to the Company as directed by the June 21, 2002 ruling.

NOTE 6 - OPERATIONS BY GEOGRAPHIC AREA

The Company has one operating and reporting segment - oil and gas exploration, development and production - in the United States and Australia. Information about the Company’s operations by geographic area is shown below (in thousands):

	United
	States		Australia		Total
Revenues for the three months ended June 30, 2002	$	209	$	1,043	$	1,252
Revenues for the three months ended June 30, 2001	$	162	$	610	$	772
Revenues for the six months ended June 30, 2002	$	564	$	2,040	$	2,604
Revenues for the six months ended June 30, 2001	$	483	$	1,158	$	1,641
Property, plant and equipment, net, at June 30, 2002	$	7,978	$	58,592	$	66,570
Property, plant and equipment, net, at June 30, 2001	$	7,058	$	40,973	$	48,031

NOTE 7 - ASSET SALES AND ACQUISITIONS

In fiscal 2000, the Company announced its plan to divest of all its domestic producing assets. On May 24, 2002, the Company sold all of its undivided interests in the West Buna field in Jasper and Hardin counties, Texas to Delta Petroleum Corporation (“Delta”) for $4.1 million in cash. Following the sale, the Company has no domestic producing assets, but does own interests in several unevaluated properties, some currently under evaluation. The Company reported total natural gas equivalent proved reserves of approximately 4.3 billion cubic feet and a present value, discounted at 10%, of approximately $5.8 million for the Texas property as of December 31, 2001. The Company recognized a gain of $766,000 on the sale.

On May 24, 2002, the Company acquired for $5.55 million Delta’s 5% interest in the Comet Ridge project in Australia and an option to purchase Delta’s interests of 2.5% or less in each of six other Authority to Prospect areas that have no proved reserves. The purchase price included $4.8 million in cash, $300,000 in assumed obligations, and 250,000 restricted shares of the Company’s common stock valued at $450,000. This acquisition has increased the Company’s total capital-bearing interest in the Comet Ridge project from 65% to 70%.

On June 3, 2002, for approximately $2.3 million in cash, the Company acquired from other non-affiliated private parties four separate interests in the Comet Ridge project, which increased the Company’s total capital-bearing interest in the Comet Ridge project from 70% to 73%.

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NOTE 8 - PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant and equipment follows:

	June 30			December 31
	2002			2001
Evaluated oil and gas properties:
Evaluated Australian properties		56,253			42,381
Evaluated domestic properties		–			23,511
Unevaluated oil and gas properties:
Unevaluated Australian properties	$	2,427		$	2,340
Unevaluated domestic properties		7,830			5,773
Oil and gas properties		66,510			74,005
Other property and equipment		3,987			3,903
		70,497			77,908
Less accumulated depreciation and amortization		(3,927	)		(23,486	)
Property, plant and equipment, net	$	66,570		$	54,422

As described in Note 7, the Company has completed the divestiture of all domestic producing properties. As of June 30, 2002, the Company has eliminated from its balance sheet $20.4 million in evaluated domestic property costs and $20.4 million in accumulated amortization associated with properties sold and abandoned in the past. The elimination of these costs and amortization amounts had no effect on the Company’s net property, plant and equipment balances.

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Item 2.   Management’s Discussion and Analysis

Information within this report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the oil and gas industry, the world economy and about the Company itself. Words such as “may,” “will,” “expect,” “anticipate,” “estimate” or “continue,” or comparable words are intended to identify such forward-looking statements. In addition, all statements other than statements of historical facts that address activities that the Company expects or anticipates will or may occur in the future are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Furthermore, the Company undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise. Readers are encouraged to read the SEC filings of the Company, particularly its Form 10-KSB for the year ended December 31, 2001, for meaningful cautionary language disclosing why actual results may vary materially from those anticipated by management.

Overview

Australia

The Company’s activities in Australia have historically been conducted through its 90%-owned Australian subsidiary, Tipperary Oil & Gas (Australia) Pty Ltd (“TOGA”). TOGA owns an undivided interest in the Company’s primary producing property located in Queensland, Australia (the “Comet Ridge project”). In May and June of 2002 the Company acquired directly another 8% of undivided interests in the Comet Ridge project as described in Note 7. As of June 30, 2002, the Company and its subsidiaries own a 73% undivided interest in the Comet Ridge project. This project comprises approximately 964,000 acres in the Bowen Basin and includes Authority to Prospect (“ATP”) 526 covering approximately 686,000 acres and five petroleum leases covering approximately 278,000 acres.

An ATP allows the holder to undertake a range of exploration activities, including geophysical surveys, field mapping and exploratory drilling. Each ATP requires the expenditure of an amount of exploration costs approved by Queensland’s Department of Natural Resources and Mines and is subject to renewal every four years. Once a petroleum resource is identified, the holder of an ATP may apply for a petroleum lease, which provides the lessee with the ability to conduct additional exploration, development and production activities.

The most recent renewal of ATP 526 expires on October 31, 2004 and includes expenditure requirements over the four-year term of approximately US$8 million, or approximately US$5.8 million net to the Company’s interest. The Company expects to satisfy its portion of the expenditure requirement through October 31, 2002 with its recently-proposed seven-well exploratory drilling program, which commenced in June 2002. The estimated cost of this drilling program is $4.7 million, of which the Company’s share is approximately $3.4 million. The Company will fund its share of these costs primarily with borrowings from TCW. The TCW debt facility is discussed below and in Note 3 to the Consolidated Financial Statements.

Through July 31, 2002, a total of 61 wells have been drilled on the Comet Ridge project including the 20-well development drilling program discussed below. There are 47 producing wells in the Fairview area in the southern portion of ATP 526 and 14 wells in various stages of completion. The Company is selling gas from 19 of the producing wells that are connected to a gathering system that supplies a compressor station feeding into a regulated gas pipeline. The remaining 28 producing wells are either being dewatered or are shut in pending connection. Production from the Comet Ridge wells currently totals approximately 23 million cubic feet (“MMcf”) of gas per day, of which approximately 17 MMcf is being sold. The gas not being sold is either being flared at the wellhead (4 MMcf per day) pending connection to the gathering system or is used in gas compression and dehydration equipment (2 MMcf per day).

A 20-well development drilling program on the Comet Ridge project was recently completed. The Company is currently selling gas from two wells in the 20-well development drilling program and expects to have the remaining gas producing

10

wells in this program connected and selling gas by November 2002. The Company has funded its share of the drilling costs with financing received under the TCW borrowing facility. In July 2002, the Company began a 2-well drilling program to meet expenditure requirements on two of its petroleum leases within ATP 526, with an estimated cost of approximately $1.0 million, of which the Company’s share is $750,000. The Company expects to substantially fund this drilling program with a portion of the $5 million received from TCW on August 2, 2002.

In 2001, the Company entered into a gas sales agreement to supply up to 260 bcf of gas to Queensland Fertilizer Assets Limited (“QFAL”). The gas is to be consumed over a 20-year period beginning in mid 2004 by a fertilizer plant QFAL plans to construct in southeastern Queensland. The agreement, as amended in May 2002, provides that QFAL has until September 1, 2002 to obtain commitments to finance construction of the fertilizer plant. Should QFAL be unable to obtain the financing commitments by September 1 and the Company elect not to extend the agreement, the Company would be released from the gas supply commitment and could seek to sell its gas to other parties. There is no assurance that the Company will be able to obtain other gas contracts commencing in 2004 for quantities or prices that equal or exceed the levels under the QFAL contract.

On March 22, 2002, the Company assumed operation of the Comet Ridge project pursuant to orders issued by the Court in Midland County, Texas. The Court’s ruling granted the Company and others a temporary injunction requiring the then operator of the project to turn over operations to TOGA. The right of the Company and other non-operators to remove the operator and install a successor operator has been the subject of litigation which is discussed in Note 5 to the Consolidated Financial Statements.

In addition to the interest in the Comet Ridge property, TOGA holds interests in other exploration permits in Queensland which cover a total of approximately 1.2 million acres. The Company does not expect to incur a substantial capital investment in these ATPs during 2002.

United States

The Company has a 50% working interest in and serves as operator of the Lay Creek coalbed methane project in Moffat County, Colorado. The project includes various leasehold interests covering over 82,000 acres. Koch Exploration Company (“Koch”), an unaffiliated third party, holds the remaining 50% working interest under the terms of an agreement to jointly conduct exploratory drilling over this area. Koch paid the Company approximately $2 million for this interest at closing in May 2001 and agreed to pay the Company approximately $2 million for the Company’s share of costs to drill and complete wells on the project acreage. The Company drilled and completed two exploratory coalbed methane wells on this acreage during 2001 and completed a four-well pilot drilling program around one of the exploratory wells in early May 2002. The Company will be evaluating the gas and water production from these wells during 2002 in order to determine whether the gas production will be economically viable. During the third and fourth quarters of 2002 the Company plans to drill an additional four exploratory coalbed methane wells around the other exploratory well on the Lay Creek project at a net cost of approximately $950,000.

The Company established a receivable for the $2 million to be received from Koch for reimbursement of the Lay Creek drilling costs discussed above. The receivable has been reduced by approximately $1,798,000 for costs incurred to drill and complete the two wells in 2001 and to drill the four well pilot drilling program in the first half of 2002, leaving a balance as of June 30, 2002 of $202,000 due the Company on or before October 4, 2002. The Company expects to realize the remaining balance of this receivable during the third quarter of 2002 through Koch’s payment of the Company’s share of drilling and completion costs.

In February 2002, the Company sold a 60% interest in the Nine Mile Prospect, a conventional oil and gas exploration project, which is also located in Moffat County, Colorado, to an unaffiliated purchaser for approximately $595,000. The purchaser also agreed to pay one-half of the Company’s drilling costs to an agreed casing point for its 40% retained interest. The purchaser, which is serving as operator, is currently conducting exploratory operations on this prospect. An initial well has been drilled and cased and is currently being evaluated. The project comprises approximately 35,000 acres.

11

In addition to the aforementioned projects, the Company has leased approximately 279,000 acres in other areas of Colorado as of June 30, 2002. As it has with its other acreage, the Company will seek industry partners to join in the exploration of these prospective areas.

The Company has been involved in the Hanna Basin coalbed methane project in Wyoming operated by Williams Production RMT Company. In March 2002, the Company decided that the dewatering process and expected gas production did not indicate economics suitable to the Company, and it is exploring its options to divest its interest in the project. Under the full cost method of accounting, unevaluated acreage and unevaluated exploratory costs are excluded from the amortization computation until the related property is evaluated as either having proved reserves or as impaired. Based on the Company’s decision to discontinue participation in this project, the associated costs were included in the amortization base beginning with the second quarter of 2002. In May 2002, the operator shut in all wells and is evaluating the viability of the project.

In fiscal 2000, the Company announced its plan to divest of all its domestic producing assets. On May 24, 2002, the Company sold for $4.1 million in cash all of the Company’s undivided interests in the West Buna field in Jasper and Hardin counties, Texas to Delta Petroleum Corporation (“Delta”). Following the sale, the Company has no domestic producing assets, but does own interests in several unevaluated properties, some currently under evaluation. The Company reported total natural gas equivalent proved reserves of approximately 4.3 billion cubic feet and a present value, discounted at 10%, of approximately $5.8 million for the Texas property as of December 31, 2001. The Company recognized a gain of $766,000 on the sale.

Financial Condition, Liquidity and Capital Resources

The Company anticipates funding operations and capital expenditures for the remainder of 2002 using (a) cash on hand at June 30, (b) gas revenues, and (c) $5 million of additional borrowing from TCW Asset Management Company (“TCW”) funded on August 2, 2002 (see Note 3). In order to fund any capital expenditures in 2002 in excess of these cash resources and to fund capital expenditures beyond 2002, the Company will require additional sources of capital. The Company intends to seek additional debt financing for further development of the Comet Ridge project and will continue to seek industry partners in domestic exploration projects. The Company expects to generate cash to reduce its investment in individual projects through the sale of partial interests to industry partners. However, in the event that sufficient funding cannot be obtained, the Company will be required to curtail planned expenditures and may have to sell additional acreage and/or relinquish acreage.

The Company had unrestricted cash and cash equivalents of $1,572,000 as of June 30, 2002, compared to $9,415,000 as of December 31, 2001. At June 30, 2002, the Company had working capital of $1,450,000 compared to working capital of $8,868,000 as of December 31, 2001. The Company’s working capital position was improved by $5 million upon receipt of TCW funds on August 2, 2002. Working capital includes restricted cash of $483,000 as of June 30, 2002 and $1,312,000 as of December 31, 2001. The restricted cash as of June 30, 2002 includes cash in collateral accounts maintained in connection with the TCW financing, the use of which is restricted to disbursements made either to TCW or as otherwise approved by TCW. The restricted cash at December 31, 2001 also relates to cash in collateral accounts maintained in connection with the TCW financing. During the six months ended June 30, 2002, cash flows were provided by existing cash balances and $5 million of borrowings received from TCW. Available cash was used to fund capital expenditures and operating activities.

Net cash used by operating activities was $2,420,000 during the six months ended June 30, 2002 compared to $2,106,000 of cash used during the same period last year. The need to use cash for operations in both periods resulted from the sale of most of the Company’s US oil and gas properties as of June 30, 2000. However, the loss in revenues from domestic properties has been partially offset by steadily increasing sales of natural gas in Australia. See Results of Operations below.

During the six months ended June 30, 2002, the Company made capital expenditures of $16,223,000, including $7,527,000 for Comet Ridge acquisitions. Capital expenditures also included $6,612,000 for drilling and completion costs on the Comet Ridge project, $1,049,000 for domestic leasehold cost acquisitions, $311,000 for Nine Mile exploratory costs and $89,000 for other various capital spending in Australia and

12

the United States. The Company’s share of costs on a four well pilot program in the Lay Creek project was $958,000, most of which had been reimbursed by Koch by June 30, 2002. Proceeds from asset sales of $5,329,000 during the six months ended June 30, 2002 included $4,100,000 from the sale of the West Buna properties, $594,000 received from the sale of a 50% interest in the Nine Mile prospect in Colorado and $635,000 in reimbursed Lay Creek drilling costs under the terms of the 2001 purchase and sale agreement with Koch . The Company received approximately $2 million from Koch at closing and has received or billed $1,798,000 for costs related to the wells recently drilled at Lay Creek. Approximately $202,000, shown as a current receivable, is required to be paid to the Company by Koch through the reimbursement of drilling costs or in cash on or before October 4, 2002.

For the six months ended June 30, 2001, the Company had net receipts of $10,080,000 from financing activities, which included borrowings of $8,500,000 from TCW and $7,000,000 from Slough, offset by principal repayments to Slough of $4,407,000 and $837,000 in costs associated with the TCW loan. Capital expenditures of $8,937,000 included $2,480,000 for the purchase of a drilling rig which has been leased to a drilling contractor in Queensland, Australia (see Note 2), $1,661,000 for acreage acquisitions in Colorado, $3,028,000 for drilling, completion and other costs on the Comet Ridge project and $276,000 for drilling and completion costs on the Hanna Basin project. In June 2001, the Company acquired an additional 2.5% capital-bearing interest in the Comet Ridge project. The total purchase price of $1,688,000 was paid to the seller with the issuance of 675,000 shares of the Company’s restricted common stock valued at $2.50 per share.

In February 2001, the Company received an initial loan advance of $7.5 million under the $17 million borrowing facility with TCW. Proceeds from this initial advance were used to repay Slough for the Comet Ridge project-financing loan of $4,407,000, pay $1,500,000 in initial costs of the 20-well drilling program on the Comet Ridge project and pay approximately $240,000 of expenses related to the financing. The balance of $1,353,000 was deposited into a collateral account as restricted working capital to be used for lender-approved purposes. Upon the receipt of this initial funding, the Company recorded deferred financing costs of $6.8 million for the then present value (discounted at 15%) of the overriding royalty conveyed to TCW. This cost reduced the book value of oil and gas properties and is amortized as interest expense over the life of the loan. As of June 30, 2002, deferred loan costs also include approximately $1,346,000 of other costs incurred to obtain the TCW financing, which are likewise being amortized to interest expense over the life of the loan.

During 2001, the Company received $4.5 million of additional loan advances under the TCW Credit Agreement, bringing the total loan balance to $12 million. In April 2002, the Company borrowed $5 million under the facility. On July 31, 2002 the facility was increased to $22 million, and the company borrowed an additional $5 million on August 2, 2002.

After the loan is paid in full, TCW has the option to sell this overriding royalty interest to the Company at the net present value of the royalty interest’s share of future net revenues (after certain gas delivery costs) from the then proved reserves, discounted at a nominal 15% annual rate compounded quarterly, i.e., an effective rate of 15.865% per annum. After the loan is paid in full, the Company has the right to purchase the royalty interest from TCW for the sum of (a) the net present value of the royalty interest’s share of future net revenues (after certain gas delivery costs) from the then proved reserves, discounted at 15.865% per annum plus (b) such additional amount, if any, to provide TCW a 15.865% internal rate of return without consideration of the value in (a).

Principal payments are due quarterly beginning in March 2005 equal to 5.3875% of the unpaid principal balance, increasing to 6.59% in March 2006, decreasing to 5.91% in March 2007 and increasing to 7.09% in March 2008. The outstanding principal balance is due in full on December 31, 2008. If the Company fails to make principal payments as required by the amended Credit Agreement, TCW may require all obligations to be immediately due and payable. The amended Credit Agreement requires that TOGA maintain working capital of at least $500,000.

In January 2001, Slough, the Company’s largest (61.3% at June 30, 2002) shareholder, advanced the Company $2,500,000 for the purchase of a drilling rig which the Company has leased to an unaffiliated drilling contractor in Australia. This loan bears interest at a fixed rate of 10% per annum and matures on July 31, 2003. Payments are due monthly equal to all rents the Company receives from the drilling contractor and for accrued interest on the balance of the loan. As of June 30, 2002, the balance due on this loan was $2,225,000. The drilling contractor has an option to buy the drilling rig from the Company prior to June 30, 2003, for a cash payment equal to the loan balance when the option is exercised. The sales proceeds would be used to retire the debt associated with the rig.

13

Results of Operations - Comparison of the Three Months Ended June 30, 2002 and 2001

The Company incurred a net loss of $937,000 for the three months ended June 30, 2002, compared to a net loss of $1,797,000 for the three months ended June 30, 2001. The net loss in both periods is primarily attributable to reduced revenues due to the sale of most of the Company’s producing properties in the U.S. during 2000. The table below provides a comparison of operations for the three months ended June 30, 2002 with those of the prior year’s quarter.

	Three Months Ended
	June 30					Increase		%Increase
	2002		2001		(Decrease)			(%Decrease)
Worldwide operations:
Operating revenue	$	1,252,000	$	772,000	$	480,000			62%
Gas volumes (Mcf)		881,000		578,000		303,000			52%
Oil volumes (Bbls)		3,900		2,300		1,600			70%
Average gas price per Mcf	$	1.27	$	1.23	$	0.04			3%
Average oil price per Bbl	$	23.93	$	26.89	$	(2.96	)		(11%	)
Operating expenses	$	716,000	$	656,000	$	60,000			9%
Average lifting cost per Mcf equivalent (“Mcfe”)	$	0.79	$	1.12	$	(0.33	)		(29%	)
General and administrative	$	1,039,000	$	1,067,000	$	(28,000	)		(3%	)
Depreciation, depletion and amortization (“DD&A”)	$	412,000	$	215,000	$	197,000			92%
DD&A rate per Mcfe volumes sold	$	0.46	$	0.36	$	0.10			28%
Interest expense	$	762,000	$	782,000	$	(20,000	)		(3%	)
Foreign currency exchange gain (loss)	$	31,000	$	60,000	$	(29,000	)		(48%	)
Domestic operations:
Operating revenue	$	209,000	$	162,000	$	47,000			29%
Gas volumes (Mcf)		26,000		22,000		4,000			18%
Oil volumes (Bbls)		3,900		2,300		1,600			70%
Average gas price per Mcf	$	3.03	$	4.61	$	(1.58	)		(34%	)
Average oil price per Bbl	$	23.93	$	26.89	$	(2.96	)		(11%	)
Operating expenses	$	143,000	$	154,000	$	(11,000	)		(7%	)
Average lifting cost per Mcfe	$	2.89	$	4.57	$	(1.68	)		(37%	)
DD&A	$	58,000	$	47,000	$	11,000			23%
DD&A rate per Mcfe volumes sold	$	1.17	$	1.33	$	(.16	)		(12%	)
Australia operations:
Operating revenue	$	1,043,000	$	610,000	$	433,000			71%
Gas volumes (Mcf)		855,000		556,000		299,000			54%
Average gas price per Mcf	$	1.22	$	1.10	$	0.12			11%
Operating expenses	$	573,000	$	502,000	$	71,000			14%
Average lifting cost per Mcf	$	0.67	$	0.90	$	(0.23	)		(26%	)
DD&A	$	354,000	$	168,000	$	186,000			111%
DD&A rate per Mcf volumes sold	$	0.41	$	0.30	$	0.11			37%

14

Revenues and Volumes

Gas volumes sold domestically increased 18% and oil volumes sold domestically increased by 70%. Both increases resulted from an increase in production from existing producing wells and the addition of two new producing wells. This increase was partially offset by the loss of all domestic production following the sale of the Company’s West Buna field, in late May 2002. Domestic operating revenue, however, increased by only 29% due to significant declines in both oil and gas prices.

Gas volumes sold in Australia increased 54% due to increased gas sales from existing wells, new wells drilled and an increase in gas deliveries. Gas revenues in Australia increased by 71% due to the increase in sales volumes, an increase in the average sales price received and to changes in exchange rates.

In natural gas production operations, joint owners may sell more or less than the production volumes to which they are entitled based on their revenue ownership interest. For gas imbalances, the Company recognizes overproduction as a reduction in proved reserves and recognizes underproduction as an increase in proved reserves. The Company records a natural gas imbalance in other liabilities if its excess takes of natural gas exceed its remaining proved reserves for the property.

As of June 30, 2002, the Company had taken and sold 772,000 Mcf more than its entitled share of natural gas volumes produced from the Comet Ridge project in Queensland, Australia. Based on an average price of $1.19 per Mcf for Company sales of Comet Ridge gas during 2002, the Company’s 772,000 Mcf gas imbalance at June 30, 2002 represents $772,000 in gas revenues, net of the 10% Queensland royalty and a 6% overriding royalty described in Note 3. Other owners in the Comet Ridge project have limited rights under the joint operating agreement to cure this gas imbalance in the future by selling more gas than their entitled share of a month’s production and having the Company sell less gas, but not less than 50% of its entitled share for the month. At current sales levels, under current contracts, certain underproduced owner(s) are able, but have not elected, to substantially cure the gas imbalance over a six-month period.

Costs and Expenses

The 7% decrease in domestic operating expenses was due to the Company’s reduced operating interest in the Hanna Basin project offset by costs associated with its new wells on the Lay Creek project. Operating expenses in Australia increased 14% due to an increase in the number of producing wells and increased costs associated with processing and transporting increasing gas volumes. The lifting cost per Mcf, however, has declined as sales volumes increase.

General and administrative expenses for the first quarter of 2002 decreased 3% when compared to the three months ended June 30, 2001. The Company has experienced lower legal costs in the second quarter of 2002 which has contributed to the decrease in general and administrative expenses.

Domestic DD&A expense increased 23% due to increased sales volumes in the U.S. In Australia, DD&A expense increased 111% due to increasing sales volumes and increases in the DD&A cost base related to capital expenditures including acquisitions and expected future drilling costs. DD&A expense also increased as a result of a $58,000 upward adjustment to depreciation expense associated with the Soilmec drilling rig.

Other Income (Expense)

Interest expense decreased to $762,000 from $782,000, due to lower average principal balances offset by higher interest rates and TCW financing cost amortization over the three months ended June 30, 2002 as compared to the three months ended June 30, 2001.

The foreign exchange gains in the second quarter of 2002 and 2001 were recognized for the effect of fluctuations in the U.S. dollar and Australian dollar exchange rate on transactions related to the Company’s operations in Australia.

15

Income Taxes

The Company recognized no income tax benefit for its loss in 2002 or 2001. With the sale of a majority of the Company’s U.S. producing properties in fiscal 2000 and its history of losses, management believes that sufficient uncertainty exists regarding the realizability of its net deferred tax asset. It therefore recorded a valuation allowance to offset the entire deferred tax asset for both 2002 and 2001.

Results of Operations - Comparison of the Six Months Ended June 30, 2002 and 2001

The Company incurred a net loss of $2,520,000 for the six months ended June 30, 2002, compared to a net loss of $2,992,000 for the six months ended June 30, 2001. The net loss in both periods is primarily attributable to reduced revenues due to the sale of most of the Company’s producing properties in the U.S. during 2000. The table below provides a comparison of operations for the six months ended June 30, 2002 with those of the prior year’s six months.

	Six Months Ended
	June 30					Increase			% Increase
	2002		2001			(Decrease)			(% Decrease)
Worldwide operations:
Operating revenue	$	2,604,000	$	1,641,000		$	963,000			59	%
Gas volumes (Mcf)		1,700,000		1,091,000			609,000			56	%
Oil volumes (Bbls)		13,900		7,100			6,800			96	%
Average gas price per Mcf	$	1.29	$	1.32		$	(0.03	)		(2	%)
Average oil price per Bbl	$	21.14	$	27.88		$	(6.74	)		(24	%)
Operating expenses	$	1,308,000	$	1,118,000		$	190,000			17	%
Average lifting cost per Mcf equivalent (“Mcfe”)	$	0.73	$	1.00		$	(0.27	)		(27	%)
General and administrative	$	2,586,000	$	2,044,000		$	542,000			27	%
Depreciation, depletion and amortization (“DD&A”)	$	835,000	$	425,000		$	410,000			96	%
DD&A rate per Mcfe volumes sold	$	0.47	$	0.37		$	0.10			27	%
Interest expense	$	1,394,000	$	1,243,000		$	151,000			12	%
Foreign currency exchange gain (loss)	$	54,000	$	(32,000	)	$	86,000			N/	A
Domestic operations:
Operating revenue	$	564,000	$	483,000		$	81,000			17	%
Gas volumes (Mcf)		86,000		45,000			41,000			91	%
Oil volumes (Bbls)		13,900		7,100			6,800			96	%
Average gas price per Mcf	$	3.14	$	6.36		$	(3.22	)		(51	%)
Average oil price per Bbl	$	21.14	$	27.88		$	(6.74	)		(24	%)
Operating expenses	$	257,000	$	302,000		$	(45,000	)		(15	%)
Average lifting cost per Mcfe	$	1.52	$	3.62		$	(2.10	)		(58	%)
DD&A	$	187,000	$	102,000		$	85,000			83	%
DD&A rate per Mcfe volumes sold	$	1.10	$	1.17		$	(.07	)		(6	%)

16

	Six Months Ended
	June 30				Increase			% Increase
	2002		2001		(Decrease)			(% Decrease)
Australia operations:
Operating revenue	$	2,040,000	$	1,158,000	$	882,000			76	%
Gas volumes (Mcf)		1,614,000		1,046,000		568,000			54	%
Average gas price per Mcf	$	1.19	$	1.11	$	0.08			7	%
Operating expenses	$	1,051,000	$	816,000	$	235,000			29	%
Average lifting cost per Mcf	$	0.65	$	0.78	$	(0.13	)		(17	%)
DD&A	$	648,000	$	323,000	$	325,000			101	%
DD&A rate per Mcf volumes sold	$	0.40	$	0.31	$	0.09			29	%

Revenues and Volumes

Gas volumes sold domestically increased 91% and oil volumes sold domestically increased by 96%. Both increases resulted from an increase in production from existing producing wells and the addition of two new producing wells. This increase was partially offset by the loss of all domestic production following the sale of the Company’s West Buna field, in late May 2002. Domestic operating revenue, however, increased by only 17% due to significant declines in both oil and gas prices.

Gas volumes sold in Australia increased 54% due to increased gas sales from existing wells, new wells drilled and an increase in gas deliveries. Gas revenues in Australia increased by 76% due to the increase in sales volumes, an increase in the average sales price received and to changes in exchange rates.

Costs and Expenses

The 15% decrease in domestic operating expenses was due primarily to the Company’s reduced operating interest in the Hanna Basin project offset by costs associated with its new wells on the Lay Creek project. Operating expenses in Australia increased 29% due to an increase in the number of producing wells and increased costs associated with processing and transporting increasing gas volumes. The lifting cost per Mcf, however, has declined as sales volumes increase.

General and administrative expenses for the first six months of 2002 increased 27% when compared to the six months ended June 30, 2001 due primarily to increases in legal expense relating to the Tri-Star litigation and also to increases in compensation expense, both experienced during the first quarter of 2002.

Domestic DD&A expense increased 83% due to increased sales volumes in the U.S. In Australia, DD&A expense increased 101% due to increasing sales volumes and increases in the DD&A cost base related to capital expenditures including acquisitions and expected future drilling costs. DD&A expense also increased as a result of a $58,000 upward adjustment to depreciation expense associated with the Soilmec rig.

Other Income (Expense)

Interest expense increased to $1,394,000 from $1,243,000, due to higher interest rates and TCW financing cost amortization offset by lower average principal balances over the six months ended June 30, 2002.

The foreign exchange gain in the first six months of 2002 and foreign exchange loss in the first six months of 2001 were recognized for the effect of fluctuations in the U.S. dollar and Australian dollar exchange rate on transactions related to the Company’s operations in Australia.

17

Income Taxes

The Company recognized no income tax benefit for its loss in 2002 or 2001. With the sale of virtually all of the Company’s U.S. producing properties and its history of losses, management believes that sufficient uncertainty exists regarding the realizability of its net deferred tax asset. It therefore recorded a valuation allowance to offset the entire deferred tax asset for both 2002 and 2001.

18

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings
	See Note 5 to the Consolidated Financial Statements under Part I - Item 1.
Item 2.	Changes in Securities and Use of Proceeds
	In May 2002, the Company issued restricted common stock in addition to $4.8 million in cash to an unaffiliated third party for the acquisition of an additional 5% capital-bearing interest in the Comet Ridge coalbed methane project in Queensland, Australia. The restricted common stock issued was valued at $450,000 and was paid to the seller with the issuance of 250,000 shares, which had a value of $1.80 per share on the date the transaction closed.
	The offer and sale of the shares were not registered under the Securities Act of 1933 (“Securities Act”), but rather were made privately by the Company pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. The purchaser of the common stock had full information concerning the business and affairs of the Company and acquired the shares for investment purposes. The certificates representing the securities issued bear a restrictive legend and stop transfer instructions have been entered prohibiting transfer of the securities except in compliance with applicable securities laws.
Item 3.	Defaults Upon Senior Securities
	None
Item 4.	Submission of Matters to a Vote of Security Holders
	The Company held its Annual Meeting of Shareholders on April 23, 2002, and proxies for such meeting were solicited pursuant to Regulation 14A adopted under the Securities Exchange Act of 1934. There was no solicitation in opposition to management’s nominees for directors as listed in the proxy statement and all such nominees were elected. The table below summarizes the voting results:

	Votes For	Votes Withheld
Kenneth L. Ancell	32,381,652	189,385
David L. Bradshaw	32,381,652	189,385
Eugene I. Davis	32,381,652	189,385
Douglas Kramer	32,364,265	206,772
Marshall D. Lees	32,381,652	189,385
Charles T. Maxwell	32,381,647	189,390
D. Leroy Sample	32,381,652	189,385

In addition, the shareholders ratified the following proposal:

A proposal to ratify the reappointment of PricewaterhouseCoopers LLP as the Company’s independent accountants for the year ended December 31, 2002;

For	Against	Abstain
32,488,922	72,525	9,520

Item 5.       Other Information

                  None

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Item 6.	Exhibits and Reports on Form 8-K
	(a)	Exhibits:
		Filed in Part I
		11.	Computation of per share earnings, filed herewith as Note 4 to the Consolidated Financial Statements.
		Filed in Part II
		4.75	First Amendment to First Amended and Restated Credit Agreement among Tipperary Corporation as Borrower, Tipperary Oil & Gas (Australia) Pty Ltd (ACN 077536871) as Guarantor, Tipperary Oil & Gas Corporation, Lenders party thereto and TCW Asset Management Company in the capacities described therein dated as of July 31, 2002, filed herewith.
		10.87	Amendment to Gas Sales Agreement between Tipperary Oil & Gas (Australia) Pty Ltd (CAN 077536871) as Seller and Queensland Fertilizer Assets Limited (CAN 011062294) as Buyer, dated May 30, 2002, filed herewith.
		99.2	Certification of Chief Executive Officer of Tipperary Corporation Pursuant to 18 U.S.C. §1350, filed herewith.
		99.3	Certification of Chief Financial Officer of Tipperary Corporation Pursuant to 18 U.S.C. §1350, filed herewith.
		The other material contracts of the Company are incorporated herein by reference from the exhibit list in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2001.
	(b)	Reports on Form 8-K:
		On June 10, 2002 and as amended on August 13, 2002, the Company filed a Current Report on Form 8-K disclosing the purchase of a 5% interest in the Comet Ridge project from Delta Petroleum Corporation (“Delta”) and the sale of the West Buna field to Delta. The Current Report includes proforma information showing the effect of the Delta transactions.

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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.

			Tipperary Corporation
			Registrant
Date:	August 14, 2002	By:	/s/ David L. Bradshaw
			David L. Bradshaw, President, Chief Executive Officer
			and Chairman of the Board of Directors
Date:	August 14, 2002	By:	/s/ Joseph B. Feiten
			Joseph B. Feiten, Chief Financial Officer and
			Principal Accounting Officer

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EX-4.75

Exhibit 4.75

FIRST AMENDMENT TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT

               This FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of July 31, 2002, is entered into by and between TIPPERARY CORPORATION, a Texas corporation (“Borrower”), TIPPERARY OIL & GAS (AUSTRALIA) PTY LTD (ACN 077 536 871), a Queensland, Australia corporation (“TOGA”), TIPPERARY OIL & GAS CORPORATION, a Texas corporation (“TOGC”), LENDERS (as defined in the Credit Agreement, as defined below), TCW ASSET MANAGEMENT COMPANY, a California corporation (“TAMCO”), as Agent (as defined in the Credit Agreement, as defined below); and TAMCO, as Collateral Agent (as defined in the Credit Agreement, as defined below).

RECITALS:

               WHEREAS, Borrower, TOGA, TOGC, the Lenders and TAMCO, as Agent and Collateral Agent, are parties to that certain First Amended and Restated Credit Agreement, dated as of February 2, 2001 (the “Credit Agreement”).

               WHEREAS, the parties to the Credit Agreement desire, among other things, to increase the aggregate principal amount of borrowings under the Credit Agreement from Seventeen Million and 00/100 Dollars ($17,000,000) to Twenty Two Million and 00/100 Dollars ($22,000,000) for the purposes of financing the continued development of the Comet Ridge Project and other related activities.

               WHEREAS, Borrower and TOGC have acquired certain interests in the Comet Ridge Project subsequent to the entering into of the Credit Agreement which the parties desire to be included in the Collateral Properties, Eligible Proven Properties and Subject Properties.

               NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

               Section 1. Definitions. Capitalized terms used and not otherwise defined in this First Amendment shall have the meanings set forth in the Credit Agreement, and the principles of interpretation set forth in Section 1.03 of the Credit Agreement shall be applicable to this First Amendment, mutatis mutandi, as if set forth in this First Amendment.

               Section 2. Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement is amended as follows:

(a)	Section 1.1 of the Credit Agreement is hereby amended as follows:
(i)     The following new definition of “Acquired TC/TOGC Interests” is added:

	“Acquired TC/TOGC Interests” means those certain interests in Authority To Prospect Number 526P (“ATP 526”) more particularly described in Exhibit S-2 hereto, including but not limited to, those interests acquired by Borrower and by TOGC subsequent to February 2, 2001 and prior to July 31, 2002, and any other interests in production licenses, oil, gas and/or mineral leases, licenses, concessions or other interests derived from such interests in ATP 526 and any other such interests covering any lands which are or at any time have been or shall be covered by the ATP 526.
(ii)    The definition of “ANCF” is hereby amended by inserting, “TOGC” after words “Actual payments by either Borrower” in clause (1)(ii) thereof.
(iii)    The definition of “Approved Capital Expenditures” is deleted and replaced in its entirety with the following new definition of “Approved Capital Expenditures”:
	“Approved Capital Expenditures” means, for any period, Capital Expenditures made or to be made by or on behalf of TOGA, Borrower or TOGC, as the case may be, which (i)(a) are included in the Approved Plan of Development and (b) relate to Collateral Properties or (ii) are otherwise Approved specifically as “Approved Capital Expenditures” by Agent in its sole and absolute discretion.
(iv)    The definition of “Australian Charge Document” is deleted and replaced in its entirety with the following new definition of “Australian Charge Documents”:
	“Australian Charge Documents” means (i) that Fixed and Floating Charge entered into between TOGA and Collateral Agent dated as of February 21, 2001 in substantially the form attached hereto as Exhibit A, (ii) that Fixed and Floating Charge to be entered into between Borrower and Collateral Agent in substantially the form attached to the First Amendment as Exhibit D and (iii) that Fixed and Floating Charge to be entered into between TOGC and Collateral Agent in substantially the form attached to the First Amendment as Exhibit E.”
(v)    The definition of “Eligible Proved Properties” is deleted and replaced in its entirety with the following new definition of “Eligible Proved Properties”:
	“Eligible Proved Properties” means an oil and gas property which at the particular time in question (i) is either owned by TOGA, Borrower or TOGC and subject to the enforceable contract or other rights of TOGA, Borrower or TOGC under the Project JOA which entitle it to its proportionate share of Hydrocarbon production therefrom; (ii) is subject to

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	registered Australian Charge Documents and filed Security Documents in each case which create perfected first security interests in such property or rights in favor of Collateral Agent; (iii) is not subject to forfeiture under the Project JOA or any other Project Documents; (iv) is not subject to any Prohibited Liens; and (v) is the subject of favorable title opinions or other assurance to Lenders from legal counsel acceptable to Agent, (A) based upon abstract or record examinations to dates acceptable to Agent, (B) stating or advising that TOGA, Borrower or TOGC, as the case may be, or the source of title of TOGA, Borrower or TOGC, has title to such property subject to comments and requirements set forth therein which are acceptable to Agent in its sole and absolute discretion and subject to no Prohibited Liens, and (C) covering such other matters as Agent may reasonably request.
(vi)     The definition of “Equity Letter of Credit” is deleted and replaced in its entirety with the following new definition of “Equity Letter of Credit”:
	“Equity Letter of Credit” means, collectively, the letter of credit delivered pursuant to Section 3.1(a)(xvi) and any amendment to such letter of credit or other letter of credit delivered on or before the Amendment Effective Date pursuant to Section 3(a)(iii) of the First Amendment.
(vii)    The following definition of “First Amendment” shall be added:
	“First Amendment” means the First Amendment to First Amended and Restated Credit Agreement, dated as of July 31, 2002, entered into by and between Borrower, TOGA, TOGC, Lenders and TAMCO, as Agent and Collateral Agent.
(viii)   The definition of “Funding Expiry Date” is deleted and replaced in its entirety with the following new definition of “Funding Expiry Date”:
	“Funding Expiry Date” means the earliest to occur of:
(i)     the date on which an Event of Default occurs;
(ii)    September 30, 2002; or
(iii)   the date on which a Coverage Deficiency occurs.
(ix)     The definition of “Initial Amortization Date” is deleted and replaced in its entirety with the following new definition of “Initial Amortization Date”: “Initial Amortization Date” means the first Quarterly Payment Date to occur after the first to occur of (a) the date on which an Event of Default occurs or (b) March 1, 2005.

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	(x)      The definition of “LOE” is deleted and replaced in its entirety with the following new definition of “LOE”:
		“LOE” means leasehold operating expenses and other field level or lease level charges for operations on the properties of TOGA, Borrower or TOGC included within the Collateral Properties including overhead charges of the operator under the Project JOA provided that such overhead charges shall not exceed the COPAS rates charged to other working interest owners under the Project JOA.
	(xi)    The definition of “Maturity Date” is deleted and replaced in its entirety with the following new definition of “Maturity Date”:
	“Maturity Date” means December 31, 2008.
	(xii)    The definition of “Permitted Liens” is amended by adding to the end a new subsection (ix) as follows:
		“(ix)   all charges, liens, security interests and other rights granted by Borrower, TOGC or TOGA to or for the benefit of the Collateral Agent and the Lenders with respect to the Obligations.” (x)       the Liens arising under the Fixed and Floating Charge, dated as of March 4, 2002, executed by TOGA in favor of Slough Estates USA, Inc. with respect to one (1) G-102 Soilmec Hydraulic Rig and other equipment, leases and interests related thereto; or (xi)      any other Lien approved by the Agent in its sole and absolute discretion.”
	(xiii)     The definition of “Proved Reserves” is hereby amended by inserting “and shall be comprised of Proved Developed Reserves and Proved Undeveloped Reserves" after word “Commission”.
	(xiv)     The following new definition of “Prepayment Premium” is added:
		“Prepayment Premium” shall have the meaning set forth in Section 2.9(a).
	(b)    Section 2.1(b) of the Credit Agreement is hereby amended by deleting the following language “Nine Million Five Hundred and 00/100 Dollars ($9,500,000) and the aggregate amount of all Advances does not exceed Seventeen Million and 00/100 Dollars ($17,000,000)” and replacing it with “Fourteen Million Five Hundred and 00/100 Dollars ($14,500,000) and the aggregate amount of all Advances does not exceed Twenty Two Million and 00/100 Dollars ($22,000,000)”.
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        (c)    Section 2.4(b) of the Credit Agreement is hereby amended by deleting and replacing it in its entirety with “Borrower shall use approximately $14,500,000 of the proceeds from the Additional Loan Advances, which funds may be drawn upon as set forth in this Section 2.4 and in Article 3, for the sole purposes of capitalizing TOGA and TOGC (with respect to its Acquired TC/TOGC Interests) to pay and paying directly (with respect to its Acquired TC/TOGC Interests) the costs of the continued development of TOGA’s, Borrower’s and TOGC’s interests in the Project in accordance with the Approved Plan of Development.”.

        (d)    Section 2.8(c)(ii) of the Credit Agreement is hereby amended by deleting and replacing it in its entirety with the following:

“The “Scheduled Minimum Principal Payment” applicable on such Quarterly Payment Date, defined as the product of (A) the unpaid principal balance on the Notes as of December 31, 2004 and (B) the percentage set forth below for the month and year in which such Quarterly Payment Date occurs, rounded to the next higher $1,000:

Percentages for Computation of
Scheduled Minimum Principal Payments

Year	March	June	September	December	Total
2000	0%	0%	0%	0%
2001	0%	0%	0%	0%
2002	0%	0%	0%	0%
2003	0%	0%	0%	0%
2004	0%	0%	0%	0%
2005	5.3875%	5.3875%	5.3875%	5.3875%	21.55%
2006	6.5900%	6.5900%	6.5900%	6.5900%	26.36%
2007	5.9100%	5.9100%	5.9100%	5.9100%	23.64%
2008	7.0900%	7.0900%	7.0900%	Remainder	28.45%
Total					100%”

        (e)    Section 2.9(a) of the Credit Agreement is hereby amended by deleting and replacing in its entirety with the following:

                 “Optional Prepayments.  In addition to the payments required under Sections 2.6 and 2.8, Borrower may, from time to time, through July 31, 2003, and upon ten (10) Business Days’ prior written notice to Lenders, prepay the Notes, in whole but not in part, so long as such prepayment is accompanied by the payment of, and there shall be due and payable upon any prepayment in full of principal during such period whether by optional prepayment or mandatory prepayment pursuant to Section 2.9(b), a

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prepayment premium (the “Prepayment Premium”) equal to the product of the applicable “Prepayment Premium Percentage” set forth below opposite the time period in which the date of prepayment occurs multiplied by the principal amount prepaid:

Date of Prepayment	Prepayment Premium Percentage
Prior to August 31, 2002	2.84%
September 30, 2002 to November 30, 2002	2.27%
December 1, 2002 to February 28, 2003	1.70%
March 1, 2003 to May 31, 2003	1.14%
June 1, 2003 to July 31, 2003	0.57%

In addition to the payments required under Sections 2.6 and 2.8, Borrower may, on or after July 31, 2003, from time to time and upon ten (10) Business Days’ prior written notice to Lenders, prepay the Notes, in whole or in part, so long as each partial prepayment of principal on the Notes is greater than or equal to $250,000. Each partial prepayment of principal shall be applied to the Minimum Principal Payments due under the Notes in the inverse order of their maturities.
Each prepayment of principal under this Section 2.9 shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal prepaid pursuant to this Section 2.9 shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment.”
(f)     Sections 2.9(b)(ii) and (iii) of the Credit Agreement are hereby amended by deleting them in their entirety.
(g)    Section 3.3(ii) of the Credit Agreement is hereby amended by deleting the figure “$9,500,000” and replacing it with “$14,500,000”.
(h)    The last sentence of Section 4.1(l) of the Credit Agreement is amended by deleting the word “Neither” and replacing it with “Except for the acquisition and ownership of the Acquired TC/TOGC Interests by Borrower and TOGC, neither”.
(i)      Section 4.1(t) of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
	“(t)   Title; Security Documents; Interests Company Collateral. Subject to this paragraph, each of Borrower, TOGC and TOGA own and have good, legal and marketable title (with respect to personalty) and good, legal and indefeasible title (with respect to real property) to the Collateral purported to be so owned and covered by the Security Documents to which it is a party free and clear of all Liens other than Permitted Liens. Lender and Agent specifically acknowledge that as of the date of this Agreement, TOGA’s interest in the Project is a valid and enforceable contractual or equitable interest only under the Project JOA. TOGA

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has brought proceedings in the Courts of the State of Texas against Tri-Star Petroleum Company (“Tri-Star”) to remove Tri-Star as the operator of the Project and to require Tri-Star to transfer to TOGA and the other working group interest owners who are parties to the Project JOA their proportionate interests in the Authority to Prospect 526P and other property held in connection with the Project Properties. TOGA’s proportionate interest in the Project Properties is not encumbered by any Liens other than Permitted Liens. TOGA’s ownership of the interest in Eligible Proved Properties has not been forfeited and there is no basis for a claim of forfeiture under the Project JOA and other Project Documents and it is entitled to receive (net of all Permitted Liens) the share of the oil, gas and other minerals produced from or allocated to the leases and lands listed or described in Exhibit S-1 hereto or in any Security Document (the “TOGA Collateral Properties”) specified as fractional, percentage or decimal interests in such Exhibit S-1 hereto or Security Document under the heading “NRI” or “Revenue”. Such shares of production which TOGA is entitled to receive (and TOGA’s share of expenses relating to the Collateral Properties with respect to each lease and lands affected thereby and also specified in Exhibit S-1 or any Security Document under the heading “WI”) are not subject to change except, and only to the extent that, such changes are reflected in Exhibit S-1; and such shares of production and the oil and gas interests to which they relate are (and, unless and until released by Collateral Agent, shall remain) encumbered by the Security Documents. None of the Acquired TC/TOGC Interests held by Borrower and TOGC are encumbered by any Liens other than Permitted Liens. Each of Borrower’s and TOGC’s ownership interest in the Eligible Proved Properties has not been forfeited and there is no basis for a claim of forfeiture under the Project JOA and other Project Documents and it is entitled to receive (net of all Permitted Liens) the share of oil, gas and other minerals produced from or allocated to the leases and lands listed or described in Exhibit S-2 hereto or in any Security Document (the “TC/TOGC Collateral Properties” and together with the TOGA Collateral Properties, the “Collateral Properties”) specified as fractional, percentage or decimal interests in such in Exhibit S-2 hereto or the Security Documents under the heading “NRI” or “Revenue”. Such shares of production which either Borrower or TOGC is entitled to receive (and each of Borrower’s and TOGC’s expenses relating to the TC/TOGC Collateral Properties with respect to each lease and lands affected thereby and also specified in Exhibit S-2 hereto or the Security Documents under the heading “WI”) are not subject to change except, and only to the extent that, such changes are reflected in Exhibit S-2; and such shares of production and the oil and gas interests to which they relate are (and, unless and until released by the Collateral Agent, shall remain) encumbered by the Security Documents. There is no financing statement, mortgage or similar document covering any Collateral Property on file in any public office naming any party other than Collateral Agent as mortgagee or secured party other than financing statements, mortgage or similar documents which have heretofore expired or been terminated.”

(j)    Section 5.1(b)(vi) of the Credit Agreement is hereby amended by replacing the use of the term “Calendar Quarter” with “Calculation Period.”

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(k)    Section 5.1(b)(x) of the Credit Agreement is hereby amended by inserting “, and all properties in Australia owned by Borrower or TOGC” after the words “if any”.
(l)     Section 5.1(h) of the Credit Agreement is hereby amended by deleting the first three paragraphs after subclause (iii) and replacing them in their entirety with:
“Borrower, TOGC or TOGA may, however, delay paying or discharging any such Taxes described in clauses (i) through (iii) above so long as it is in good faith contesting the validity thereof by appropriate proceedings and has set aside adequate cash reserves therefor.
	(iv)     Each of Borrower, TOGC or TOGA agrees to pay or to cause to be paid all governmental assessments, charges, taxes, levies, imposts or other liabilities imposed by any Australian Governmental Person (including Australian Withholding Taxes) including any interest or penalties thereon and any stamp or documentary or other excise or property taxes, at any time payable by it or ruled to be payable by it, by reason of any Australian Governmental Person or Australian Governmental Rule (collectively, “Taxes”), and to indemnify and hold the Holders and Collateral Agent harmless against liability fees or additional expense with respect to or in connection with any such Taxes. Each of Borrower, TOGC or TOGA hereby further agrees as follows:

         (A)      Any and all payments made by Borrower, TOGC and TOGA hereunder and under any of the other Loan Documents, whether of principal, Coupon Interest, Royalty, expenses or otherwise shall be free and clear of and without deduction or withholding for any and all Taxes and all liabilities with respect thereto including Australian Withholding Taxes. If any of Borrower, TOGC or TOGA shall be required by law to deduct or withhold any Taxes (including Australian Withholding Taxes) from or in respect of any sum payable to the Collateral Agent or any Holder hereunder or under any of the other Loan Documents, the sums payable under the Notes or the Loan Documents shall be increased as may be necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this paragraph) the Holders or Collateral Agent receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Borrower, TOGC and TOGA shall make such deductions or withholdings and Borrower, TOGC and TOGA shall pay the full amount deducted or withheld to the relevant Australian or other foreign taxation authority or other Australian or other foreign authority in accordance with applicable law.”

                (m)    Section 5.1(h)(v) of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

(v) Upon the reasonable request of Holder, TOGA, TOGC and Borrower shall furnish to the Holder copies of the presented forms filed in connection therewith

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	and the original or a certified copy of a receipt or certificate evidencing payment thereof. Without prejudice to the survival of any other agreement of Borrower, TOGC or TOGA hereunder, the agreements and obligations of Borrower and TOGA contained in this Section 5.1 shall survive for a period of ten (10) years after the date of termination hereof.”
(n)    Section 5.1(m) of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
	“Execution of Supplements to Royalty Agreement; Assignment of Royalties from Comet Ridge Participants. Borrower shall execute and deliver to Royalty Payee from time to time, upon request of Royalty Payee or otherwise promptly upon the acquisition of interests in such Lands as described below, Supplements to the Royalty Agreement in the form of Exhibit T (collectively, the “Supplement to Royalty Agreement”) agreeing to pay, and Borrower hereby agrees to pay, overriding royalties as described in the Royalty Agreements with respect to all properties, authorities to prospect, licenses, leases, wells and other interests (determined in as broad a manner as practicable with reference to lands covered by any of the foregoing and not just with respect to wells, spacing units or well bores) in Australia (collectively, “Lands”) beneficially owned or in which interests are owned or held by TOGA, Borrower or TOGC or any Subsidiary of TOGA, Borrower or TOGC, whether now or hereafter acquired, at any time after the Closing Date through and including the Royalty Determination Date which Lands are (1) categorized or include or have attributed to them reserves which are categorized as Proved Reserves in any Engineering Report, including without limitation the Engineering Report to be delivered pursuant to Section 5.1(b)(x), upon either (i) the request of the Royalty Payee or (ii) the Royalty Determination Date and (2) either comprise a portion of the Project or constitute Non-Project Properties which have been developed by Capital Expenditures which were funded directly or indirectly with the proceeds of any Advance.”
(o)    Section 5.1(p) of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
	“(p)   Waiver of Litigation Payments. In the event that any action or lawsuit is initiated by or on behalf of any of the Lenders, Holders, Agent, Collateral Agent or their successors, transferees or assignees (such entity being referred to in this Section 5.1 as “Plaintiff”) in Australia or elsewhere against Borrower, TOGC or TOGA, each of Borrower, TOGC and TOGA irrevocably waives its right to have, and agrees not to request, plead or claim that, Plaintiff post, pay or offer any “cautio judicatum solve” bond or “excepcion de arraigo” due to its status as a foreign entity, and each of Borrower, TOGC and TOGA further waives any objection that it may now or hereafter have to a Plaintiff’s claim that such Plaintiff should be exempt or immune from posting, paying, making or offering any such “cautio judicatum solvi” bond or “excepcion de arraigo” due to its status as a foreign entity .”

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(p)     Section 5.2(b) of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
	“(b)    Limitation on Liens. None of Borrower, TOGC nor TOGA will create, assume or permit to exist any Lien upon any of the properties or assets relating to the Project which any of Borrower, TOGC or TOGA now owns or hereafter acquires, except Permitted Liens. Neither Borrower nor TOGC will create, assume or permit to exist any Lien upon (i) any of the capital stock of TOGC or TOGA, as the case may be, or (ii) any of the Collateral which Borrower or TOGC or any subsidiary of Borrower or TOGC now owns or hereafter acquires.”
(q)     Section 5.2(d) of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
	“(d)    Limitation on Sales of Property. None of Borrower, TOGC nor TOGA will sell, transfer, lease, exchange, discount, assign, abandon, surrender, alienate or dispose of any interest in the Project or any material interest therein, including without limitation the Collateral, without the express written consent of Agent except for (i) any equipment or other tangible personal property which is replaced by comparable equipment or other tangible personal property of equal or greater mutability or value or (ii) acreage within an authority to prospect (ATP) which is required to be surrendered pursuant to a Governmental Rule. Neither Borrower nor TOGC will sell, transfer, lease, exchange, discount, assign, abandon, surrender, alienate or dispose of (i) any capital stock or other equity of TOGC or TOGA or any debt Obligation owed by TOGC to Borrower or (ii) any part of the Collateral or any material interest therein without the express written consent of Agent.”
(r)     Section 5.2(k) of the Credit Agreement is hereby amended by deleting the figure “$1,000,000” and replacing it with “$500,000”.
(s)     Section 6.2 of the Credit Agreement is hereby amended by inserting after the words “April 28, 2000” the following:
	“or the interest of Borrower or TOGC in the Project Properties as of July 31, 2002”
(t)     Exhibit S of the Credit Agreement is hereby amended by replacing it in its entirety with Exhibits S-1 and S-2 attached hereto.
(u)    Schedule 1 of the Credit Agreement is hereby amended by deleting and replacing it in its entirety with the Schedule 1 attached hereto.
(v)    Schedule 3 of the Credit Agreement is hereby amended by deleting and replacing it in its entirety with the Schedule 3 attached hereto.
(w)    Schedule 4 of the Credit Agreement is hereby amended by deleting and replacing it in its entirety with the Schedule 4 attached hereto.

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Section 3.  Conditions to Effectiveness.  This First Amendment shall become effective upon the satisfaction of all of the following conditions precedent (the date of satisfaction of all such conditions being referred to as the “Amendment Effective Date”):
	(a)    delivery to the Agent, by facsimile, copies of the following described documents (each of which shall be in form and substance satisfactory to the Agent and its counsel):
		(i)      this First Amendment, duly executed and delivered by the parties;
		(ii)     Notes evidencing the additional borrowing of $5,000,000 in the form of Exhibit A with appropriate insertions, each payable to the order of the Holders in the stated amounts set forth in the column “2002 Notes” in Schedule 3, and duly executed and delivered by the Borrower;
		(iii)    an amendment to the Overriding Royalty Agreement substantially in the form attached hereto as Exhibit B.
		(iv)     a Supplement to the Overriding Royalty Agreement to add the Acquired TC/TOGC Interests to the Subject Properties substantially in the form attached hereto as Exhibit C.
		(v)      a Fixed and Floating Charge between Borrower and Collateral Agent in substantially the form attached hereto as Exhibit D.
		(vi)     a Fixed and Floating Charge between TOGC and Collateral Agent in substantially the form attached hereto as Exhibit E.
		(vii)    an amendment to the Pledge and Security Agreement to add the Acquired TC/TOGC Interests of Borrower substantially in the form attached as Exhibit F.
		(viii)   an amendment to the First Amended and Restated Security Agreement to add the Acquired TC/TOGC Interests of TOGC substantially in the form attached as Exhibit G.
		(ix)     either (a) an amendment to the letter of credit delivered pursuant to Section 3.1(a)(xvi) of the Credit Agreement increasing the amount of such letter of credit from $3,500,000 to $5,000,000 or (b) an irrevocable standby letter of credit in the form of Exhibit G-1 to the Credit Agreement in favor of Collateral Agent issued by a bank Approved by Agent in its sole and absolute discretion pursuant to which Collateral Agent shall be authorized to draw One Million Five Hundred Dollars ($1,500,000);
		(x)      a copy of resolutions of the Board of Directors of each of Borrower, TOGC and TOGA authorizing the execution of this First Amendment and any other documents executed in connection herewith.
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		(xi)     an officers certificate from each of Borrower, TOGC and TOGA certifying that the representations and warranties set forth in Section 4 hereof are true in all material respects as of the date hereof.
		(xii)    an opinion of Allens Arthur Robinson, Australian counsel for the Related Persons, covering such matters requested by Agent and otherwise in form acceptable to Agent and its counsel;
		(xiii)   an opinion of Jackson & Nash, or other New York counsel acceptable to Agent for the Related Persons, covering such matters requested by Agent and otherwise in form acceptable to Agent and its counsel;
		(xiv)    an opinion of Glast, Phillips & Murray, P.C., or other Texas counsel acceptable to Agent for the Related Persons, covering such matters requested by Agent and otherwise in form acceptable to Agent and its counsel;
	(b)     The representations and warranties set forth in Section 4 of this First Amendment shall be true and correct as of the Amendment Effective Date.
Section 4.  Representations and Warranties of Borrower, TOGC and TOGA.  Each of Borrower, TOGC and TOGA represents and warrants to Holders, Lenders, Agent and Collateral Agent as of the date hereof that:
	(a)     Power and Authority.  Each of Borrower, TOGC and TOGA has full corporate power, authority and legal right to execute and deliver this First Amendment, and to perform its obligations under the Credit Agreement as amended by this First Amendment (the “Amended Agreement”) and the Loan Documents to which it is a party.
	(b)     Authorization of Agreements.  The execution and delivery of this First Amendment and performance of the Amended Agreement and the Loan Documents to which it is a party have been duly authorized by all necessary corporate action on the part of each of Borrower, TOGC and TOGA and its board of directors and this First Amendment has been duly executed and delivered by each of Borrower, TOGC and TOGA.
	(c)     Enforceability.  Each of the Amended Agreement and the Loan Documents to which it is a party constitutes the legal, valid and binding obligation of each of Borrower, TOGC and TOGA, enforceable against each of them in accordance with its terms, except as limited by general principles of equity and bankruptcy, insolvency and similar laws.
	(d)     No Conflict.  The execution, delivery and performance by each of Borrower, TOGC and TOGA of this First Amendment and the Loan Documents to which it is a party and the performance by each of Borrower, TOGC and TOGA of the Amended Agreement and the Loan Documents to which it is a party do not and will not: (i) require any consent or approval that has not been obtained and remains in full force and effect, (ii) violate any provision of its respective charter or bylaws or of any Government Rule or Government Approval applicable to it or the Project, (iii) violate,
12

	result in a breach of or constitute a default under any Project Document or any other material agreement or instrument to which it is a party or by which it or its Property may be bound or affected or (iv) result in, or create any Lien (other than a Permitted Lien) upon or with respect to any of the Properties now owned or hereafter acquired by it, except, in the case of clauses (ii) and (iii) above, where any such violation, breach or default could not reasonably be expected to have a Material Adverse Effect.
	(e)     Government Approvals.  The execution, delivery and performance by each of Borrower, TOGC and TOGA of this First Amendment and the Loan Documents to which it is a party do not and will not require any Government Approval and do not result in the impairment of any Government Approval previously obtained in connection with the execution, delivery and performance of the Project Documents.
	(f)     Representations and Warranties in the Credit Agreement.  Each of Borrower, TOGC and TOGA confirms that each of the representations and warranties contained in Section 4.1 of the Credit Agreement is (i) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and complete to the extent of such qualification on and as of the Amendment Effective Date (both immediately prior to and after giving effect to this First Amendment) as if made on and as of such date (or, if stated to have been made solely as of an earlier date, as of such earlier date) or (ii) if not so qualified, true and complete in all material respects on and as of the Amendment Effective Date (both immediately prior to and after giving effect to this First Amendment except with respect to the last sentence of Section 4.1(l) and the amendments to Section 4.1(t) which are true and correct only after giving effect to this First Amendment) as if made on and as of such date (or, if stated to have been made solely as of an earlier date, as of such earlier date).
	(g)     Absence of Default or Event of Default.  As of the Amendment Effective Date, no Default or Event of Default has occurred and is continuing.
	(h)     The Acquired TC/TOGC Interests described on Exhibit S-2 and the Collateral Properties of TOGA described in Exhibit S-1 include all interests in petroleum leases, authorities to prospect, oil, gas or petroleum leases, licenses, concessions or similar agreements, interests or rights in the Project owned directly or indirectly by Borrower, TOGC, TOGA or any Subsidiary of any of Borrower, TOGC or TOGA.
	Section 5.   Tri-Star Litigation.  Upon delivery of evidence satisfactory to the Agent that the litigation between Tri-Star and Borrower has been concluded in a manner and pursuant to documentation in form and substance satisfactory to the Agent, the Tri-Star Litigation Indemnity Letter of Credit shall no longer be required under the Amended Agreement.
	Section 6.  Yield Adjustment Payment.  On or before the Amendment Effective Date, Borrower shall pay in immediately available funds to Lenders a yield adjustment payment in an amount equal to Fifty Thousand Dollars ($50,000).
	Section 7.  Miscellaneous.
13

	(a)     Reference to and effect on the Credit Agreement and the other Loan Documents.
		(i)      The Credit Agreement and the other Loan Documents as specifically amended by this First Amendment shall remain in full force and effect and are hereby ratified and confirmed.
		(ii)     The execution, delivery and performance of this First Amendment shall not, except as expressly provided in this First Amendment, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Lenders, the Collateral Agent, the Agent, the Borrower, TOGC or TOGA under, the Credit Agreement or any of the other Loan Documents.
		(iii)    Upon the conditions precedent set forth in this First Amendment being satisfied, this First Amendment shall be construed as one with the Credit Agreement, and the Credit Agreement shall, where the context requires, be read and construed throughout so as to incorporate this First Amendment.
		(iv)     This First Amendment and all documents delivered pursuant to Section 3 hereof shall be deemed to be Loan Documents.
	(b)     Fees and Expenses.  Borrowers acknowledge that all costs, fees and expenses as described in Section 5.1(i) of the Credit Agreement incurred by Lenders, Holders, the Collateral Agent and the Agent, and in each case its counsel, with respect to this First Amendment and the documents and transactions contemplated hereby shall be for the account of each of Borrower, TOGC and TOGA. As such, Borrower agrees to pay all attorneys’ fees and costs of Milbank, Tweed, Hadley & McCloy LLP and Minter Ellison in connection with this First Amendment and the documents and transactions contemplated hereby. In addition, upon the Amendment Effective Date, Borrower agrees to pay in immediately available funds to TAMCO an expense reimbursement payment in an amount equal to Twenty Five Thousand Dollars ($25,000).
	(c)     Execution in Counterparts.  This First Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any party to this First Amendment may execute this First Amendment by signing any such counterpart; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same counterpart.
	(d)     Headings.  The section and subsection headings appearing in this First Amendment are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this First Amendment.
	(e)     Severability.  If any provision contained in or obligation under this First Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
14

	(f)     Waiver of Jury Trial, Punitive Damages, Etc.  EACH OF BORROWER, TOGC, TOGA, THE AGENT, THE COLLATERAL AGENT AND LENDERS HEREBY:
		(i)      KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS OR ANY LOAN CONTEMPLATED THEREBY OR ASSOCIATED THEREWITH, BEFORE OR AFTER MATURITY;
		(ii)     IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES;
		(iii)    CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND
		(iv)     ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 6(f).
	(g)     Governing Law; Submission to Process.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE BORROWER HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE STATE OF NEW YORK AND THE COUNTY OF NEW YORK AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT OR ANY OF ITS SUBSIDIARIES IN ANY LEGAL PROCEEDING RELATING TO THE LOAN DOCUMENTS OR THE OBLIGATIONS BY ANY MEANS ALLOWED UNDER NEW YORK OR FEDERAL LAW. BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT I N SUCH A COURT HAS BEEN BROUGHT IN AN
15

INCONVENIENT FORUM. BORROWER HAS APPOINTED CT CORPORATION AS ITS AGENT FOR SERVICE OF PROCESS IN THE STATE OF NEW YORK AND SHALL NOTIFY THE LENDERS IN WRITING OF ANY CHANGE IN SUCH APPOINTMENT (WHICH MAY BE CHANGED ONLY TO ANOTHER CORPORATE AGENT HAVING AN ADDRESS IN NEW YORK, NEW YORK).

16

 IN WITNESS WHEREOF, this Agreement is executed as of the date first written above.

BORROWER:	TIPPERARY CORPORATION, a Texas corporation
	By:  /s/ David L. Bradshaw
	Name:  David L. Bradshaw
	Title: President
TOGA:	TIPPERARY OIL & GAS (AUSTRALIA) PTY LTD (ACN 077 536 871), a Queensland, Australia corporation
	By:  /s/ David L. Bradshaw
	Name:  David L. Bradshaw
	Title: President
TOGC:	TIPPERARY OIL & GAS CORPORATION, a Texas corporation
	By:  /s/ David L. Bradshaw
	Name:  David L. Bradshaw
	Title: President
LENDERS:	TCW DEBT AND ROYALTY FUND VI, L.P., a California limited partnership
	By:  TCW Asset Management Company, a California corporation, as          General Partner
	By:  /s/ Arthur R. Carlson
	Name:     Arthur R. Carlson
	Title:       Managing Director
	By:  /s/ Thomas F. Mehlberg
	Name:     Thomas F. Mehlberg
	Title:       Managing Director

17

TCW ASSET MANAGEMENT COMPANY, a California corporation, as Investment Manager pursuant to the Investment Management Agreement dated as of October 27, 1997 between Delta Air Lines, Inc., TCW Asset Management Company and Trust Company of the West

By:  /s/ Arthur R. Carlson                                            

Name:     Arthur R. Carlson

Title:       Managing Director

By:  /s/ Thomas F. Mehlberg                                      

Name:     Thomas F. Mehlberg

Title:       Managing Director

TCW ASSET MANAGEMENT COMPANY, a California corporation, as Investment Manager pursuant to the Investment Management and Custody Agreement dated as of October 27, 1997 between University of Chicago, TCW Asset Management Company and Trust Company of the West

By:  /s/ Arthur R. Carlson                                            

Name:     Arthur R. Carlson

Title:       Managing Director

By:  /s/ Thomas F. Mehlberg                                      

Name:     Thomas F. Mehlberg

Title:       Managing Director

18

TCW ASSET MANAGEMENT COMPANY, a California corporation, as Investment Manager pursuant to the Investment Management and Custody Agreement dated as of October 27, 1997 between University of Notre Dame du Lac, TCW Asset Management Company and Trust Company of the West

By:  /s/ Arthur R. Carlson                                            

Name:     Arthur R. Carlson

Title:       Managing Director

By:  /s/ Thomas F. Mehlberg                                      

Name:     Thomas F. Mehlberg

Title:       Managing Director

TCW ASSET MANAGEMENT COMPANY, a California corporation, as Investment Manager pursuant to the Investment Management and Custody Agreement dated as of October 24, 1997 between William N. Pennington Separate Property Trust dated January 1, 1991, TCW Asset Management Company and Trust Company of the West

By:  /s/ Arthur R. Carlson                                            

Name:     Arthur R. Carlson

Title:       Managing Director

By:  /s/ Thomas F. Mehlberg                                      

Name:     Thomas F. Mehlberg

Title:       Managing Director

19

	LION II CUSTOM INVESTMENTS LLC LIFE INSURANCE COMPANY OF GEORGIA SECURITY LIFE OF DENVER INSURANCE COMPANY SOUTHLAND LIFE INSURANCE COMPANY
	By:  TCW Asset Management Company, a California corporation, as Investment Manager
	By:  /s/ Arthur R. Carlson
	Name:  Arthur R. Carlson
	Title:    Managing Director
	By:  /s/ Thomas F. Mehlberg
	Name:   Thomas F. Mehlberg
	Title:     Managing Director
AGENT:	TCW ASSET MANAGEMENT COMPANY, a California corporation
	By:  /s/ Arthur R. Carlson
	Name:     Arthur R. Carlson
	Title:       Managing Director
	By:  /s/ Thomas F. Mehlberg
	Name:     Thomas F. Mehlberg
	Title:       Managing Director
COLLATERAL AGENT:	TCW ASSET MANAGEMENT COMPANY, a California corporation
	By:  /s/ Arthur R. Carlson
	Name:   Arthur R. Carlson
	Title:     Managing Director
	By:  /s/ Thomas F. Mehlberg
	Name:   Thomas F. Mehlberg
	Title:     Managing Director

20

EXHIBIT A

FORM OF SENIOR SECURED PROMISSORY NOTE

$_____________	New York, New York
Note No._____	Date: July____, 2002

               FOR VALUE RECEIVED, the undersigned, TIPPERARY CORPORATION, a Texas corporation (“Promisor”), hereby unconditionally promises to pay to the order of ___________________, or assigns (“Holder”), the principal sum of ____________ AND 00/100 DOLLARS ($_______) (or so much thereof as shall not have been repaid) on or before December 31, 2008. The undersigned also promises to pay to the Holder hereof interest on the unpaid principal hereof, at the rate set forth in and in accordance with that certain First Amended and Restated Credit Agreement, dated as of February 2, 2001, among Promisor, TCW Asset Management Company in the capacities described therein and the other parties thereto (as amended, modified or restated from time to time, the “Credit Agreement”). All undefined capitalized terms used herein shall have the meaning given in the Credit Agreement. Payments of principal and interest shall be computed on the bases set forth in the Credit Agreement and shall be payable as follows: (i) from and after the Initial Funding Date and until this Note is repaid in full, Coupon Interest for each Calendar Quarter (or part thereof) shall be payable quarterly on the Quarterly Payment Date, (ii) from and after the Initial Amortization Date, principal shall be payable quarterly on the Quarterly Payment Date in the amount equal to the Principal Payment for such quarter set forth in the Credit Agreement, (iii) Late Payment Rate Interest shall be payable immediately upon accrual, and (iv) the outstanding principal balance shall be payable on the Maturity Date. Payments of principal and interest are to be made in lawful money of the United States of America in immediately available funds.

               This Note is issued pursuant to the Credit Agreement and is secured by and entitled to the benefits thereof. This Note is also secured by certain of, and entitled to the benefits provided in, the other Loan Documents (by the terms of which agreements the Holder hereof, by its acceptance hereof, agrees to be bound), in each case to the extent provided in said agreements.

               All principal under and interest on this Note shall be payable without deduction or withholding for or on account of any present or future taxes, duties, fees or other charges levied or imposed on this Note or the Holder by the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein. If the Promisor is required by law to make any such deduction or withholding, it will pay the Holder such additional amounts as may be necessary so that every net payment of principal of and interest on the Note received by the Holder will not be less than the amount provided in the Credit Agreement to be then due and payable.

               THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND TRANSFER OF THIS NOTE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE CREDIT AGREEMENT.

               Subject to the terms and conditions set forth in the Credit Agreement, upon surrender of this Note, duly endorsed, or accompanied by a written instrument of transfer or assignment or request for reissuance, duly executed by the registered Holder hereof or such Holder’s attorney duly authorized in writing, one or more new Notes for a like principal amount will be issued to, and, at the option of the Holder, registered in the name of, such Holder or the designated transferee(s) or assignee(s). Promisor may deem and treat the person in whose name this Note is registered as the Holder and owner hereof for the purpose of receiving payments and for all other purposes whatsoever.

               If an Event of Default shall occur and be continuing, the principal of this Note may, under certain circumstances, become or be declared due and payable in the manner and with the effect provided in the Credit Agreement.

               This Note shall be binding upon the successors and assigns of the Promisor and shall inure to the benefit of the successors and assigns of the Holder.

               This Note shall be governed by and construed in accordance with the laws of the State of New York, United States of America. Promisor hereby submits to the nonexclusive jurisdiction of the state and federal courts sitting in the State of New York and County of New York for the purposes of all legal proceedings arising out of or relating to this Note or the transactions contemplated hereby. Promisor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

TIPPERARY CORPORATION, a Texas corporation

By: __________________________________

        Name:    David L. Bradshaw

        Title:      President

22

EXHIBIT B

FORM OF SECOND AMENDMENT TO OVERRIDING ROYALTY AGREEMENT

23

EXHIBIT C

FORM OF SUPPLEMENT TO OVERRIDING ROYALTY AGREEMENT

24

EXHIBIT D

FORM OF FIXED AND FLOATING CHARGE - BORROWER

25

EXHIBIT E

FORM OF FIXED AND FLOATING CHARGE - TOGC

26

EXHIBIT F

FORM OF AMENDMENT TO PLEDGE AND SECURITY AGREEMENT

27

EXHIBIT G

FORM OF AMENDMENT TO FIRST AMENDED AND RESTATED SECURITY AGREEMENT

28

EXHIBIT S-1

TOGA COLLATERAL PROPERTIES

1.	PL 90 (Petroleum Lease)
	Principal Holder: Tri-Star Petroleum Company Location: Fairview Field
2.	PL 91 (Petroleum Lease)
	Principal Holder: Tri-Star Petroleum Company Location: Fairview Field
3.	PL 92 (Petroleum Lease)
	Principal Holder: Tri-Star Petroleum Company Location: Fairview Field
4.	PL 99 (Petroleum Lease)
	Principal Holder: Tri-Star Petroleum Company Location: Fairview South Extended
5.	PL 100 (Petroleum Lease)
	Principal Holder: Tri-Star Petroleum Company Location: Fairview Field
6.	ATP 526 (Authority to Prospect)
	Principal Holder: Tri-Star Petroleum Company Location: North east of Injune (Bowen/Surat Basins)
7.	ATP 655 (Authority to Prospect)
	Principal Holder: Tipperary Corporation Location: Surrounding Injune (Bowen/Surat Basins)
8.	ATP 675 (Authority to Prospect)
	Principal Holder: Tipperary Corporation Location: North west of Injune (Bowen/Surat Basins)

29

9.	ATP 690 (Authority to Prospect)
	Principal Holder: Tipperary Corporation Location: East of ATP 675 and North west of ATP 526
Operating Agreement between Tri-Star Petroleum Company, Tipperary Oil & Gas (Australia) Pty Ltd and the Comet Ridge Participants dated May 15, 1992, as amended from time to time.

30

Interests Owned By TOGA
All Petroleum Leases and Authority to Prospect 526
Before Payout			After Payout
“NRI”	“WI”		“NRI”	“WI”
Revenue	LOE	Capital	Revenue	LOE	Capital
55.715625%	61.90625%	65.0%	49.59%	55.1%	55.1%
Authority to Prospect 655, 675 and 690
Before Payout			After Payout
“NRI”	“WI”		“NRI”	“WI”
Revenue	LOE	Capital	Revenue	LOE	Capital
90.000%	100.000%	100.000%	90.000%	100.000%	100.0%

31

EXHIBIT S-2

BORROWER/TOGC COLLATERAL PROPERTIES

1.	PL 90 (Petroleum Lease)
	Principal Holder: Tri-Star Petroleum Company
	Location: Fairview Field
2.	PL 91 (Petroleum Lease)
	Principal Holder: Tri-Star Petroleum Company
	Location: Fairview Field
3.	PL 92 (Petroleum Lease)
	Principal Holder: Tri-Star Petroleum Company
	Location: Fairview Field
4.	PL 99 (Petroleum Lease)
	Principal Holder: Tri-Star Petroleum Company
	Location: Fairview South Extended
5.	PL 100 (Petroleum Lease)
	Principal Holder: Tri-Star Petroleum Company
	Location: Fairview Field
6.	ATP 526 (Authority to Prospect)
	Principal Holder: Tri-Star Petroleum Company
	Location: North east of Injune (Bowen/Surat Basins)

Operating Agreement between Tri-Star Petroleum Company, Tipperary Oil & Gas (Australia) Pty Ltd and the Comet Ridge Participants dated May 15, 1992, as amended from time to time.

32

Interests Owned By Borrower
Before Payout			After Payout
“NRI”	“WI”		“NRI”	“WI”
Revenue	LOE	Capital	Revenue	LOE	Capital
2.63671875%	2.9296875%	3.0%	2.4975%	2.775%	2.775%
Interests Owned By TOGC
Before Payout			After Payout
“NRI”	“WI”		“NRI”	“WI”
Revenue	LOE	Capital	Revenue	LOE	Capital
4.21875%	4.6875%	5.0%	3.60%	4.0%	4.0%

33

34

SCHEDULE 1

DISCLOSURE SCHEDULE

1.	Re:  Article 4 of the Credit Agreement.  The Form 10-QSB of Tipperary Corporation for the Quarter Ended March 31, 2002, as well as its Annual Report on Form 10-KSB for the year ended December 31, 2002, a copy of which has been delivered to the Agent, is incorporated.
2.	Re:  Section 4.1 (m) of the Credit Agreement. Subsidiaries of Tipperary Corporation:
	a.          Tipperary Oil & Gas Corporation, a Texas corporation - wholly owned and parent of TOGA;
	b.          Burro Pipeline Corporation, a New Mexico corporation - wholly owned.
3.	Re:  Section 4.1 (o) of the Credit Agreement. In connection with the execution of the Loan Documents, the Borrower is obligated to pay a fee to Weisser, Johnson & Co. under an agreement with said company dated October 15, 1998.  A copy of this agreement has been delivered to the Agent.
4.	Re:  Section 4.1 (v) of the Credit Agreement.  Copies of all existing gas sales contracts of TOGA have been previously delivered to the Agent.
5.	Re:  Section 4.1 (v) of the Credit Agreement.  A Gas Imbalance Schedule as of June 30, 2002, relating to the Comet Ridge Project has been delivered to the Agent.

35

SCHEDULE 3

HOLDERS’ INDIVIDUAL NOTE AMOUNTS/PRO RATA SHARES

Holder	Combined O/S Principal and New Note Amount	Combined Pro Rata Share	Initial Note Amount	Outstanding Initial Note Principal Amount	Initial Pro Rata Share	New Note Amount	New Note Pro Rata Share
TCW Debt and Royalty Fund VI, L.P., a California limited Partnership	$10,537,416	47.921431%	$8,319,177	$8,313,766	48.936335%	$2,223,650	44.47301%
TRUST COMPANY OF THE WEST, a California trust Company, as Sub-Custodian for the Delta Master Trust dated May 27, 1982, as amended, under the Sub-Custody Agreement and Power of Attorney dated October 30, 1997	$3,896,072	17.718324%	$2,849,033	$2,847,180	16.759019%	$1,048,892	20.97784%
LION II CUSTOM INVESTMENTS LLC	$365,735	1.663267%	$267,447	$267,273	1.573216%	$98,462	1.96924%
LIFE INSURANCE COMPANY OF GEORGIA	$182,867	0.831633%	$133,724	$133,636	0.786608%	$49,231	0.98462%
SECURITY LIFE OF DENVER INSURANCE COMPANY	$914,338	4.158172%	$668,617	$668,182	3.933041%	$246,156	4.92312%
SOUTHLAND LIFE INSURANCE COMPANY	$365,735	1.663267%	$267,447	$267,273	1.573217%	$98,462	1.96924%
TRUST COMPANY OF THE WEST, a California trust company, as Custodian for the University of Chicago	$1,138,872	5.179294%	$1,139,613	$1,138,872	6.703607%	$0	0.00000%
TRUST COMPANY OF THE WEST, a California trust company, as Custodian for the University of Notre Dame du Lac	$691,834	3.146282%	$505,909	$505,580	2.975937%	$186,254	3.72509%
TRUST COMPANY OF THE WEST, a California trust company, as Custodian for William N. Pennington Separate Property Trust dated January 1, 1991	$3,896,073	17.718329%	$2,849,033	$2,847,180	16.759020%	$1,048,893	20.97784%
TOTAL	$21,988,942	100.000000%	$17,000,000	$16,988,942	100.000000%	$5,000,000	100.00000%

36

SCHEDULE 4

SECURITY SCHEDULE

Party	Collateral	Instrument(S)	Where Filed	Timing Requirement
Borrower	All interests in TOGA All interests in TOGC to the extent related to TOGA Any Inter-company Debt owed by TOGC or TOGA to Borrower All rights, claims and interests in the Tri-Star Litigation All interests of Borrower in Acquired TC/TOGC Interests	Borrower Pledge and Security Agreement UCC-1 Financing Statement Amendment to UCC-1 Financing Statement	TX, CO, NY TX, CO, NY
	All funds received from TOGA or TOGC in Borrower-TOGC Collateral Account	Borrower-TOGA Collateral Account Agreement
	All interests of Borrower in Acquired TC/TOGC Interests	Australian Fixed and Floating Charge Document	Queensland
TOGC	Capital Stock of TOGA Inter-company Debt owed from TOGA All other interests in TOGA All rights, claims and interests in the Tri-Star Litigation All interests of TOGC in Acquired TC/TOGC Interests	TOGC Pledge and Security Agreement UCC-1 Financing Statement Amendment to UCC-1 Financing Statement	TX, CO, NY TX, CO, NY
	All funds received from TOGA in Borrower-TOGC Collateral Account	Borrower-TOGC Collateral Account Agreement
	All interests of TOGC in Acquired TC/TOGC	Australian Fixed and Floating Charge	Queensland

37

	Interests	Document
Guarantor		Guarantee Agreement	Queensland
	All rights, claims and interest under Project JOA and in the Tri-Star Litigation All assets of TOGA including all interests in ATPs and Leases	TOGA Security Agreement UCC-1 Financing Statement	TX, CO, NY Queensland
	All assets of TOGA including all interests in ATPs and Leases	Australian Fixed and Floating Charge Document	Queensland
	All funds in the TOGA Dollar Collateral Account	TOGA Dollar Collateral Account Agreement
	All funds in the TOGA Australian Collateral Account	TOGA Australian Collateral Account Agreement

38

EX-10.87

Exhibit 10.87

AMENDMENT TO
GAS SALES AGREEMENT

          This Amendment to Gas Sales Agreement (“Amendment”) is executed as of May 30, 2002, by Tipperary Oil & Gas (Australia) Pty Ltd (ACN 077 536 871) of GPO Box 1100, Brisbane, Queensland, Australia 4001 (“Seller”), and QUEENSLAND FERTILISER ASSETS LIMITED (ACN 011 062 294) of 76 Arthur Street, Roma, Queensland, Australia (“Buyer”).

WITNESSETH:

A.  The Seller and Buyer have previously delivered Gas Sales Agreement dated September 28, 2001 (the “Original Agreement”) governing the sale and supply of Gas to Buyer subject to the terms and conditions set forth therein including, without limitation, the Seller and the Buyer obtaining necessary financing commitments, under terms reasonably acceptable to each of them, by May 31, 2002 for (a) Buyer to construct and commission the Plant and the Pipeline between September 1, 2002 and the Commencement Date and (b) Seller to drill and complete the number of wells, and install laterals and compressors, as Seller reasonably deems necessary between September 1, 2002 and the Commencement Date to deliver the ACQ to the Delivery Point and meet Pipeline Pressure requirements; and

B.  The Seller and Buyer have agreed, subject to the terms and conditions set forth below, to amend the Original Agreement to (1) extend the date for Seller and Buyer to obtain their respective financing commitments to September 1, 2002 and (2) otherwise modify the Original Agreement as set forth herein.

          NOW, THEREFORE, for a sufficient consideration received by each, the Seller and Buyer agree to amend the Original Agreement as follows.

1.	Definitions.  The definition of Commencement Date in the Original Agreement is hereby amended and replaced in its entirety as set forth below.
	“Commencement Date” means the later of:
	(a)	1 July 2004; or

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	(b)	the date after 1 July 2004 on which the Buyer takes the first delivery of Gas from the Seller under this Agreement pursuant to the notice given under Clause 2.4;
	provided that, if Buyer has not previously taken the first delivery of Gas from the Seller under Subparagraph (b) above, the Commencement Date shall be deemed to occur on 1 November 2004.”
2.	Sale and Purchase.  Section 2.1, the preamble of Section 2.2 and Section 2.4 of the Original Agreement, each stating conditions precedent to Seller’s and Buyer’s obligations under the Original Agreement, are hereby amended and replaced in their entirety as set forth below. “2.1          The obligations of the Parties under the Agreement, other than their obligations under Clauses 17, 20 and 24, are subject to and do not become binding unless:
	(a)	Buyer: (i) establishes and maintains its creditworthiness to the reasonable satisfaction of the Seller, and (ii) the Buyer has in place the necessary financing commitments, under terms reasonably acceptable to Buyer and Seller, that will foreseeably allow Buyer to construct and commission the Plant and the Pipeline between December 1, 2002 and the Commencement Date. If these conditions precedent are not satisfied by 1 September 2002, then this Agreement will terminate (except for Clauses 17, 20 and 24 and the enforcement of any right or claim which arises thereunder), unless the Seller agrees in writing to extend the time required to meet these conditions.
	(b)	Seller has in place the necessary financing commitments, under terms reasonably acceptable to Buyer and Seller, that will foreseeably allow Seller to drill and complete the number of wells, to install laterals and compressors, as Seller reasonably deems necessary between December 1, 2002 and the Commencement Date to deliver the ACQ to the Delivery Point and meet Pipeline Pressure requirements. If these conditions precedent are not satisfied by 31 September 2002, then this Agreement will terminate (except for Clauses 17, 20 and 24 and the enforcement of any right of claim which arises thereunder), unless Buyer agrees in writing to extend the time required to meet this condition.”
	“2.2          In addition to the conditions in Clause 2.1, Buyer shall begin actual construction of the Plant by 1 December, 2002, and diligently prosecute actual construction of the Plant and the Pipeline thereafter in an orderly and prudent manner through and until the Commencement Date.”

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	“2.4          The Buyer must deliver written notice to the Seller not less that forty-five (45) Business Days’ before the Day on which the Buyer intends to take the first delivery of Gas from the Seller under this Agreement; provided that Seller shall have no obligation to supply Gas to Buyer before 1 July 2004.”
3.	Authority, Effect and Governing Law.  Section 20.1 (a), containing a representation and warranty regarding Seller’s and Buyer’s corporate proceedings with respect to the Original Agreement, is hereby amended and replaced in its entirety as set forth below.
	“20.1          Each Party represents and warrants to the other Party now and at all times during the Term:
		(a)       It is a company duly incorporated under the laws of Queensland and has the power and authority to enter into this Agreement and will have undertaken and complied with the necessary corporate proceedings to ensure this Agreement is enforceable and binding on it or before September 1, 2002 (unless otherwise terminated on or before that date);”
4.  Capitalized Terms.   All capitalized terms shall have the meaning assigned to them in the Original Agreement, except as added, amended or otherwise restated herein or unless the context clearly requires otherwise. In addition: references in the Original Agreement to the “Agreement,” “hereof”, “herein” and words of similar import shall be deemed to be references to the Original Agreement as amended hereby.
5.  Representations.   The Seller and Buyer respectively represent and warrant that all of the representations and warranties contained in the Original Agreement (and any certificates and documents executed pursuant thereto or contemplated thereby) are true and correct in all material respects on and as of the effective date of this Amendment.
6.  Conflicts and Continuation.   In the event that this Amendment conflicts or is inconsistent with the Original Agreement, this Amendment shall control. Except as specifically amended herein, all of the terms and conditions of the Original Agreement (and any certificates and documents executed pursuant thereto or contemplated thereby) shall remain in full force and effect in accordance with their respective terms.
7.  Severability.   In the event any one or more provisions contained in the Original Agreement or this Amendment should be held to be invalid, illegal or unenforceable in any respect, the validity, enforceability and legality of the remaining provisions contained herein and therein shall not be affected

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in any way or impaired thereby and shall be enforceable in accordance with their respective terms.

8.  Acknowledgment.   The Seller and Buyer respectively ratify and confirm that the Original Agreement (and any certificates and documents executed pursuant thereto or contemplated thereby) remain in full force and effect in accordance with their respective terms, except as amended hereby. The representatives of the Seller and Buyer executing this Amendment each represent and warrant to the others that they are duly appointed agents or officers of the party to the Original Agreement as designated in the signature lines below, they have full power and authority to execute and deliver this Amendment on behalf of the party to the Original Agreement as designated below, they have obtained all corporate or other authorizations as may be applicable to each of them.

EXECUTED as an agreement.

THE, COMMON SEAL of TIPPERARY OIL & GAS (Australia)       )
Pty LTD (ACN 077 536 871 was duly affixed to this document in     )
accordance with its articles of association in the presence of:          )

/s/ Elaine R. Treece	/s/ David L. Bradshaw
Signature of Secretary	Signature of Director
Elaine R. Treece	David L. Bradshaw
Name of Secretary – please print	Name of Director – please print

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THE COMMON SEAL OF QUEENSLAND                             )
FERTILIZER ASSETS LIMITED (ACN 011 062 294)             )
was duly affixed to this document in accordance                  )
with its Articles of Association in the presence of:              )

/s/ H. J. K. Howes	/s/ John F. Babbitt
Signature of Secretary	Signature of Director
H. J. K. Howes	John F. Babbitt
Name of Secretary – please print	Name of Director – please print

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EX-99.2

Exhibit 99.2

Certification of Chief Executive Officer
of Tipperary Corporation Pursuant to 18 U.S.C. §1350

       In connection with the Quarterly Report on Form 10-QSB of Tipperary Corporation (the “Company”) for the period ended June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David L. Bradshaw, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David L. Bradshaw

Name:  David L. Bradshaw

Title:  Chief Executive Officer

Date:  August 14, 2002

EX-99.3

Exhibit 99.3

Certification of Chief Financial Officer
of Tipperary Corporation Pursuant to 18 U.S.C. §1350

       In connection with the Quarterly Report on Form 10-QSB of Tipperary Corporation (the “Company”) for the period ended June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph B. Feiten, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Joseph B. Feiten

Name:  Joseph B. Feiten

Title:  Chief Financial Officer

Date:  August 14, 2002