8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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

Date of Report (Date of earliest event reported): April 11, 2007

ENCORE ACQUISITION COMPANY

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-16295
(Commission
File Number) 75-2759650
(IRS Employer
Identification No.)

777 Main Street, Suite 1400, Fort Worth, Texas
(Address of principal executive offices) 76102
(Zip Code)

Registrant’s telephone number, including area code: (817) 877-9955

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

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

     On April 17, 2007, Encore Acquisition Company (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) to report, among other things, the closing of its purchase of certain oil and natural gas properties and related assets in the Williston Basin of Montana and North Dakota (the “Anadarko Williston Basin Operations”) from Howell Petroleum Corporation and Kerr-McGee Oil & Gas Onshore LP. In addition, as previously disclosed in the Company’s Current Reports on Form 8-K and Form 8-K/A filed on March 13, 2007 and May 23, 2007, respectively, the Company recently closed the purchase of certain oil and natural gas properties and related assets in the Big Horn Basin of Montana and Wyoming (the “Anadarko Big Horn Basin Operations”) from Clear Fork Pipeline Company, Howell Petroleum Corporation and Kerr-McGee Oil & Gas Onshore LP. This Current Report on Form 8-K/A (the “Amendment”) amends and supplements the Initial Report to include the audited annual financial statements of the Anadarko Williston Basin Operations, the unaudited quarterly financial statements of the Anadarko Williston Basin Operations, together with the Anadarko Big Horn Basin Operations (collectively, the “Anadarko Operations”), and the unaudited pro forma financial statements of the Company required by Item 9.01. No other amendments to the Initial Report are being made by the Amendment.

Item 9.01 Financial Statements and Exhibits

(a)	Financial Statements of Businesses Acquired
	Audited Statements of Revenues and Direct Operating Expenses of the Anadarko Elk Basin Operations for the years ended December 31, 2006, 2005, and 2004 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K/A, filed with the SEC on May 23, 2007).
	Audited Statements of Revenues and Direct Operating Expenses of the Anadarko Gooseberry Operations for the years ended December 31, 2006, 2005, and 2004 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K/A, filed with the SEC on May 23, 2007).
	Audited Statements of Revenues and Direct Operating Expenses of the Anadarko Williston Basin Operations for the years ended December 31, 2006, 2005, and 2004, a copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-K/A and is incorporated by reference.
	Unaudited Combined Statements of Revenues and Direct Operating Expenses of the Anadarko Operations for the three months ended March 31, 2007 and 2006, a copy of which is attached as Exhibit 99.4 to this Current Report on Form 8-K/A and is incorporated by reference.
(b)	Pro Forma Financial Information
	Unaudited Pro Forma Financial Statements of the Company as of and for the three months ended March 31, 2007, and for the year ended December 31, 2006, a copy of which is attached as Exhibit 99.5 to this Current Report on Form 8-K/A and is incorporated by reference.
(d)	Exhibits

23.1	Consent of KPMG LLP.
99.1	Audited Statements of Revenues and Direct Operating Expenses of the Anadarko Elk Basin Operations for the years ended December 31, 2006, 2005, and 2004 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K/A, filed with the SEC on May 23, 2007).

99.2	Audited Statements of Revenues and Direct Operating Expenses of the Anadarko Gooseberry Operations for the years ended December 31, 2006, 2005, and 2004 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K/A, filed with the SEC on May 23, 2007).
99.3	Audited Statements of Revenues and Direct Operating Expenses of the Anadarko Williston Basin Operations for the years ended December 31, 2006, 2005, and 2004.
99.4	Unaudited Combined Statements of Revenues and Direct Operating Expenses of the Anadarko Operations for the three months ended March 31, 2007 and 2006.
99.5	Unaudited Pro Forma Financial Statements of the Company as of and for the three months ended March 31, 2007, and for the year ended December 31, 2006.

SIGNATURE

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

	ENCORE ACQUISITION COMPANY
Date: June 27, 2007	By:	/s/ Robert C. Reeves
		Robert C. Reeves
		Senior Vice President, Chief Financial Officer, and Treasurer

INDEX TO EXHIBITS

Exhibit No.	Description
23.1	Consent of KPMG LLP.
99.1	Audited Statements of Revenues and Direct Operating Expenses of the Anadarko Elk Basin Operations for the years ended December 31, 2006, 2005, and 2004 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K/A, filed with the SEC on May 23, 2007).
99.2	Audited Statements of Revenues and Direct Operating Expenses of the Anadarko Gooseberry Operations for the years ended December 31, 2006, 2005, and 2004 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K/A, filed with the SEC on May 23, 2007).
99.3	Audited Statements of Revenues and Direct Operating Expenses of the Anadarko Williston Basin Operations for the years ended December 31, 2006, 2005, and 2004.
99.4	Unaudited Combined Statements of Revenues and Direct Operating Expenses of the Anadarko Operations for the three months ended March 31, 2007 and 2006.
99.5	Unaudited Pro Forma Financial Statements of the Company as of and for the three months ended March 31, 2007, and for the year ended December 31, 2006.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements on Form S-8 (Nos. 333-83766 and 333-120422) and Form S-3 (No. 333-117036) of our report dated June 22, 2007, with respect to the combined statements of revenues and direct operating expenses of Anadarko Williston Basin Operations, for each of the years in the three-year period ended December 31, 2006, which report appears in the Form 8-K/A of Encore Acquisition Company dated April 11, 2007.

/s/ KPMG LLP  

Houston, Texas

June 22, 2007

EX-99.3

EXHIBIT 99.3

ANADARKO WILLISTON BASIN OPERATIONS

Combined Statements of Revenues and Direct Operating Expenses

Years ended December 31, 2006, 2005 and 2004

(With Independent Auditors’ Report Thereon)

Independent Auditors’ Report

The Board of Directors

Anadarko Petroleum Corporation:

We have audited the accompanying combined statements of revenues and direct operating expenses of the Anadarko Williston Basin Operations (Williston Basin Operations), acquired on April 11, 2007 by a subsidiary of Encore Acquisition Company for each of the years in the three-year period ended December 31, 2006. These statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statements of revenues and direct operating expenses are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Williston Basin Operations’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The accompanying statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in note 1. The statements are not intended to be a complete presentation of Williston Basin Operations’ revenues and expenses.

In our opinion, the combined statements of revenues and direct operating expenses referred to above present fairly, in all material respects, the revenues and direct operating expenses of the Williston Basin Operations for each of the years in the three-year period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Houston, Texas
June 22, 2007

ANADARKO WILLISTON BASIN OPERATIONS

Combined Statements of Revenues and Direct Operating Expenses

Years ended December 31, 2006, 2005 and 2004

	Years ended December 31
	2006		2005		2004
	(in thousands)
Total revenues	$	115,099	$	123,184	$	89,077
Direct operating expenses:
Lease operating expenses		20,576		19,441		16,006
Production and other taxes		9,695		9,433		7,226
Total direct operating expenses		30,271		28,874		23,232
Excess of revenues over direct operating expenses	$	84,828	$	94,310	$	65,845

See accompanying notes to combined statements of revenues and direct operating expenses.

2

ANADARKO WILLISTON BASIN OPERATIONS

Supplemental Information for Oil and Natural Gas Producing Activities

Years ended December 31, 2006, 2005 and 2004

(Unaudited)

(1)	Basis of Presentation
	On January 23, 2007, Encore Acquisition Company (Encore) entered into an Agreement (Agreement) with Howell Petroleum Corporation and Kerr-McGee Oil & Gas Onshore LP, wholly owned subsidiaries of Anadarko Petroleum Corporation (Anadarko), whereby Encore agreed to acquire all of the ownership interests owned by Anadarko in certain oil and gas properties in the Williston Basin (Williston Basin Operations). The Williston Basin properties are located primarily in North Dakota and Montana. The acquisition closed on April 11, 2007 for a cash purchase price of approximately $392.5 million, subject to contractual post-closing adjustments as set forth in the Agreement.
	Anadarko did not prepare separate stand alone historical financial statements for the Williston Basin Operations in accordance with accounting principles generally accepted in the United States of America. Accordingly, it is not practicable to identify all assets and liabilities, or other indirect operating costs applicable to the Williston Basin Operations. The accompanying statements of revenues and direct operating expenses were prepared from the historical accounting records of Anadarko.
	Certain indirect expenses as further described in note 4 were not allocated to the Williston Basin Operations’ historical financial records. Any attempt to allocate these expenses would require significant and judgmental allocations which would be arbitrary and would not be indicative of the performance of the properties had they been owned by Encore.
	These statements of revenues and direct operating expenses do not represent a complete set of financial statements reflecting financial position, results of operations, shareholders’ equity and cash flows of the Williston Basin Operations and are not indicative of the results of operations for the Williston Basin Operations going forward.
(2)	Significant Accounting Policies

(a)

Principles of Combination and Use of Estimates

The combined statements of revenues and direct operating expenses are derived from the accounts of Anadarko. All significant intercompany transactions and balances have been eliminated in the financial statements. Accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect the amounts reported in the statements of revenues and direct operating expenses. Actual results could be different from those estimates.

(Continued)

3

ANADARKO WILLISTON BASIN OPERATIONS

Supplemental Information for Oil and Natural Gas Producing Activities

Years ended December 31, 2006, 2005 and 2004

(Unaudited)

(b)	Revenue Recognition
	Total revenues in the accompanying statements of revenues and direct operating expenses are derived from the sale of oil and natural gas. Anadarko recognizes revenues based on the amount of oil and natural gas sold to purchasers when delivery to the purchaser has occurred and title has transferred. Anadarko follows the sales method of accounting for gas imbalances, whereby, as sales volumes exceed Anadarko’s entitled share, an overproduced imbalance occurs. To the extent the overproduced imbalance exceeds Anadarko’s share of the remaining estimated proved natural gas reserves for a given property, a liability is recorded. There were no significant imbalances with other revenue interest owners during any of the periods presented in these statements.
	Oil and natural gas revenues for the Williston Basin Operations are as follows:

	(Unaudited)
	Years ended December 31,
	2006		2005		2004
	(in thousands)
Oil	$	108,057	$	115,231	$	83,852
Natural gas		7,042		7,953		5,225
Total revenues	$	115,099	$	123,184	$	89,077

(c)

Direct Operating Expenses

Direct operating expenses are recognized when incurred and consist of direct expenses of operating the Williston Basin Operations. The direct operating expenses include lease operating and production and other tax expenses. Lease operating expenses include lifting costs, well repair expenses, surface repair expenses, well workover costs, and other field expenses. Lease operating expenses also include expenses directly associated with support personnel, support services, equipment and facilities directly related to oil and natural gas production activities. Production and other taxes consist of severance and ad valorem taxes.

(3)	Contingencies
	The activities of the Williston Basin Operations are subject to potential claims and litigation in the normal course of operations. Anadarko does not believe that any liability resulting from any pending or threatened litigation will have a materially adverse effect on the operations or financial results of the Williston Basin Operations.
(4)	Excluded Expenses (unaudited)
	The Williston Basin Operations were part of a much larger enterprise prior to the date of the acquisition by Encore. Indirect costs have not been included in the financial statements. These costs include indirect general and administrative expenses, recovery of COPAS overhead charges from joint venture partners, interest, income taxes and other indirect expenses. These expenses were not allocated to the Williston Basin Operations and have been excluded from the accompanying statements. Anadarko management believes such indirect expenses are not indicative of future costs which would be incurred by Encore.

(Continued)

4

ANADARKO WILLISTON BASIN OPERATIONS

Supplemental Information for Oil and Natural Gas Producing Activities

Years ended December 31, 2006, 2005 and 2004

(Unaudited)

	Also, depreciation, depletion and amortization have been excluded from the accompanying statements of revenues and direct operating expenses as such amounts would not be indicative of those expenses which would be incurred based on the amounts expected to be allocated to the oil and gas properties in connection with the purchase price allocation by Encore.
(5)	Cash Flow Information (unaudited)
	Capital expenditures were approximately $33.9 million, $17.3 million and $15.3 million for the years ended December 31, 2006, 2005 and 2004, respectively. Other cash flow information is not available on a stand alone basis for the Williston Basin Operations.

5

ANADARKO WILLISTON BASIN OPERATIONS

Supplemental Information for Oil and Natural Gas Producing Activities

Years ended December 31, 2006, 2005 and 2004

(Unaudited)

Supplemental oil and natural gas reserve information related to the Williston Basin Operations is presented in accordance with the requirements of statement of financial accounting standards SFAS No. 69, Disclosures about Oil and Gas Producing Activities (SFAS No. 69).

Because oil and natural gas reserves are based on many assumptions, all of which may substantially differ from actual results, reserve estimates and timing of development and production may be significantly different from the actual quantities of oil and natural gas that are ultimately recovered and the timing of such production. In addition, results of drilling, testing and production after the date of an estimate may justify material revisions to the estimates.

Estimated Proved Reserves

Proved oil and gas reserve estimates are prepared in accordance with SEC guidelines and are a function of; (i) the quality and quantity of available data, (ii) the interpretation of that data, (iii) the accuracy of various economic assumptions used and (iv) the judgment of the persons preparing the estimate.

(Continued)

6

ANADARKO WILLISTON BASIN OPERATIONS

Supplemental Information for Oil and Natural Gas Producing Activities

Years ended December 31, 2006, 2005 and 2004

(Unaudited)

The volumes of proved oil and natural gas reserves shown are estimates, which, by their nature, are subject to later revision. These proved reserves were estimated utilizing available geological and reservoir data as well as production performance data. These estimates are prepared annually by reserve engineers, and revised either upward or downward, as warranted by additional performance data. The following table sets forth estimates of the proved oil and natural gas reserves (net of royalty interests) and changes therein attributed to the Williston Basin Operations, for the periods indicated below.

	Natural			Oil			Total
	gas (Mmcf)			(Mbbl)			(MBOE)(1)
January 1, 2004		11,788			17,575			19,540
Purchase of reserves in place		—			—			—
New discoveries and extensions		282			497			544
Revisions of previous estimates		5,047			2,905			3,746
Production		(1,107	)		(2,121	)		(2,306	)
December 31, 2004		16,010			18,856			21,524
Purchase of reserves in place		—			—			—
New discoveries and extensions		221			793			830
Revisions of previous estimates		1,347			1,809			2,033
Production		(1,250	)		(2,177	)		(2,385	)
December 31, 2005		16,328			19,281			22,002
Purchase of reserves in place		—			—			—
New discoveries and extensions		240			422			462
Revisions of previous estimates		398			(1,280	)		(1,214	)
Production		(1,196	)		(1,812	)		(2,011	)
December 31, 2006		15,770			16,611			19,239
Proved developed reserves as of:
December 31, 2004		14,728			16,407			18,862
December 31, 2005		15,711			17,858			20,477
December 31, 2006		15,254			15,358			17,900
Proved undeveloped reserves as of:
December 31, 2004		1,282			2,449			2,662
December 31, 2005		617			1,423			1,525
December 31, 2006		516			1,253			1,339

(1) Total volumes are in thousands of barrels of oil equivalent (MBOE). For these computations, one barrel of oil is the equivalent of six thousand cubic feet of natural gas.

Estimates of future net cash flows from proved reserves were made in accordance with SFAS No. 69. The amounts were prepared by the Anadarko’s engineers and are shown in the following table. The year-end prices used for the development of future cash inflows were $54.12, $55.26 and $40.01 per barrel of oil and $3.64, $8.26 and $4.67 per Mcf of natural gas for 2006, 2005 and 2004, respectively, and these year end prices have been adjusted for transportation and other charges. The estimates are based on prices at year-end. Oil prices are

(Continued)

7

ANADARKO WILLISTON BASIN OPERATIONS

Supplemental Information for Oil and Natural Gas Producing Activities

Years ended December 31, 2006, 2005 and 2004

(Unaudited)

escalated only for fixed and determinable amounts under provisions in some contracts. Estimated future cash inflows are reduced by estimated future development, production, abandonment and dismantlement costs based on year-end cost levels, and assuming continuation of existing economic conditions. U.S. income tax expense is calculated by applying the existing statutory tax rates, including any known future changes, to the pretax net cash flows giving effect to any permanent differences and reduced by the applicable tax basis.

Standardized Measure of Discounted Future Net Cash Flows

The present value of future net cash flows does not purport to be an estimate of the fair market value of the Williston Basin Operations proved reserves. An estimate of fair value would also take into account, among other things, anticipated changes in future prices and costs, the expected recovery of reserves in excess of proved reserves and a discount factor more representative of the time value of money and the risks inherent in producing oil and gas.

The following table sets forth estimates of the standardized measure of discounted future net cash flows from proved reserves of oil and natural gas as of the dates indicated below.

	December 31,
	2006		2005		2004
			(in thousands)
Future cash inflows	$	956,312	$	1,200,280	$	829,248
Future production costs		375,445		526,124		335,378
Future development costs		19,786		14,587		16,768
Future income tax expense		190,818		225,233		160,652
Future net cash flows		370,263		434,336		316,450
10 percent discount for estimated timing of cash flows		171,443		189,355		135,043
Standardized measure of discounted future net cash flows relating to oil and natural gas reserves	$	198,820	$	244,981	$	181,407

(Continued)

8

ANADARKO WILLISTON BASIN OPERATIONS

Supplemental Information for Oil and Natural Gas Producing Activities

Years ended December 31, 2006, 2005 and 2004

(Unaudited)

The following table sets forth the changes in standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the periods indicated.

	Years ended December 31,
	2006			2005			2004
				(in thousands)
Beginning of period	$	244,981		$	181,407		$	110,184
Sales of oil and natural gas produced, net of production costs		(84,828	)		(94,310	)		(65,845	)
Net changes in prices and production costs		5,884			99,846			133,777
Extensions and discoveries, net of future development, production costs and abandonment		10,478			23,031			7,277
Development costs incurred during the period		33,889			17,339			15,264
Change in estimated future development costs		(21,323	)		(11,599	)		(12,465	)
Revisions of previous quantity estimates		(20,486	)		35,210			52,903
Purchases of reserves in place		—			—			—
Sales of reserves in place		—			—			—
Accretion of discount		37,210			27,429			13,892
Net changes in income taxes		24,667			(34,242	)		(64,141	)
Timing and other		(31,652	)		870			(9,439	)
Net change		(46,161	)		63,574			71,223
End of period	$	198,820		$	244,981		$	181,407

9

EX-99.4

EXHIBIT 99.4

ENCORE ACQUISITION COMPANY

UNAUDITED COMBINED STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF THE ANADARKO OPERATIONS
Three Months Ended March 31, 2007 and 2006
(In thousands)

	Three Months Ended March 31,
	2007		2006
Revenues:
Oil	$	38,939	$	41,741
Natural gas		1,633		2,699
Marketing and other		4,813		135
Total revenues		45,385		44,575
Direct operating expenses:
Lease operating expenses		9,089		7,851
Production and other taxes		3,980		3,931
Marketing and other		4,474		72
Total direct operating expenses		17,543		11,854
Excess of revenues over direct operating expenses	$	27,842	$	32,721

The accompanying notes are an integral part of these Unaudited Combined Statements of Revenues
and Direct Operating Expenses.

ENCORE ACQUISITION COMPANY

NOTES TO UNAUDITED COMBINED STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF THE
ANADARKO OPERATIONS

1.	Basis of Presentation
	On January 16, 2007, Encore Acquisition Company, a Delaware Corporation, (“Encore”) entered into a Purchase and Sale Agreement with certain subsidiaries of Anadarko Petroleum Corporation (“Anadarko”) whereby Encore agreed to acquire all of the ownership interests of Anadarko representing all of the Gooseberry field’s and Elk Basin field’s oil and natural gas properties and associated liabilities (collectively the “Big Horn Basin Operations”) owned by Anadarko. The acquisition closed on March 7, 2007 for a cash purchase price of approximately $352.1 million, subject to contractual post-closing adjustments, as set forth in the agreement.
	On January 23, 2007, Encore entered into a Purchase and Sale Agreement with certain subsidiaries of Anadarko whereby Encore agreed to acquire all of the ownership interests of Anadarko representing all of the Williston Basin field’s oil and natural gas properties and associated liabilities (the “Williston Basin Operations” and together with the Big Horn Basin Operations, the “Anadarko Operations”) owned by Anadarko. The acquisition closed on April 11, 2007 for a cash purchase price of approximately $392.5 million, subject to contractual post-closing adjustments, as set forth in the agreement.
	Anadarko did not prepare separate stand-alone historical financial statements for the Anadarko Operations in accordance with accounting principles generally accepted in the United States of America. Accordingly, it is not practicable to identify all assets and liabilities, or other indirect operating costs applicable to the Anadarko Operations. The accompanying statements of revenues and direct operating expenses were prepared from the historical accounting records of Anadarko and Encore.
	Certain indirect expenses as further described in note 4 were not allocated to the Anadarko Operations’ historical financial records. Any attempt to allocate these expenses would require significant and judgmental allocations, which would be arbitrary and would not be indicative of the performance of the properties had they been owned by Encore.
	These statements of revenues and direct operating expenses do not represent a complete set of financial statements reflecting financial position, results of operations, shareholders’ equity, and cash flows of the Anadarko Operations, and are not indicative of the results of operations for the Anadarko Operations going forward.
2.	Significant accounting policies
	Principles of Combination and Use of Estimates — The accompanying statements of revenues and direct operating expenses are derived from the historical accounting records of Anadarko and Encore. All significant intercompany transactions and balances have been eliminated in combination of the financial statements. Accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect the amounts reported in the statements of revenues and direct operating expenses. Actual results could be different from those estimates.
	Revenue recognition — Total revenues in the accompanying statements of revenues and direct operating expenses include oil, natural gas, natural gas liquids (“NGLs”) and other revenue. Revenue is recognized based on the amount of oil, natural gas and NGLs sold to purchasers when delivery to the purchaser has occurred and title has transferred. Other revenue is comprised of third party sulfur sales coupled with processing and marketing revenues attributable to third party production. The accompanying statements

2

ENCORE ACQUISITION COMPANY

NOTES TO UNAUDITED COMBINED STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF THE
ANADARKO OPERATIONS

	were prepared using the sales method of accounting for gas imbalances, whereby, as sales volumes exceed the owner’s entitled share, an overproduced imbalance occurs. To the extent the overproduced imbalance exceeds the owner’s entitled share of the remaining estimated proved reserves for a given property, a liability is recorded. There were no significant imbalances with other revenue interest owners during any of the periods presented in these statements.
	Direct operating expenses — Direct operating expenses are recognized when incurred and consist of direct expenses of operating the Anadarko Operations. The direct operating expenses include lease operating, gathering, processing, and production and other tax expense. Lease operating expenses include lifting costs, well repair expenses, surface repair expenses, well workover costs, and other field expenses. Gathering and processing expenses include cost of product, maintenance and repair, and other operating costs. Lease operating and gathering and processing expenses also include expenses directly associated with support personnel, support services, equipment, and facilities directly related to oil and the production activities. Production and other taxes consist of severance and ad valorem taxes.
3.	Contingencies
	The activities of the Anadarko Operations are subject to potential claims and litigation in the normal course of operations. Anadarko management does not believe that any liability resulting from any pending or threatened litigation will have a materially adverse effect on the operations or financial results of the Anadarko Operations.
4.	Excluded expenses
	The Anadarko Operations were part of a much larger enterprise prior to the date of the acquisition by Encore. Indirect general and administrative expenses, recovery of COPAS overhead charges to joint venture partners, interest, income taxes, and other indirect expenses were not allocated to the Anadarko Operations and have been excluded from the accompanying statements. In addition, management of Encore believes such indirect expenses are not indicative of future costs or recoveries which would be incurred by Encore.
	Also, depreciation, depletion, and amortization have been excluded from the accompanying statements of revenues and direct operating expenses as such amounts would not be indicative of those expenses which would be incurred based on the amounts expected to be allocated to the properties in connection with the purchase price allocation.

3

EX-99.5

EXHIBIT 99.5

ENCORE ACQUISITION COMPANY

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTION

     Encore Acquisition Company (“Encore”), a Delaware corporation, acquires and develops oil and natural gas reserves from onshore fields in the United States. Since 1998, it has acquired producing properties with proven reserves and leasehold acreage and grown the production and proven reserves by drilling, exploring, reengineering or expanding existing waterflood projects, and by applying tertiary recovery techniques.

     On January 16, 2007, Encore entered into a Purchase and Sale Agreement to acquire certain oil and natural gas properties and related assets in the Big Horn Basin of Wyoming (“Big Horn”) from certain subsidiaries of Anadarko Petroleum Corporation (“Anadarko”). Big Horn is comprised of assets in or near the Elk Basin field (“Elk Basin”) in Park County, Wyoming and Carbon County, Montana and the Gooseberry field (“Gooseberry”) in Park County, Wyoming. The Big Horn acquisition was completed on March 7, 2007 and accordingly, the actual operating results related to the acquired properties are included in Encore’s operating results from that date forward.

     On January 23, 2007, Encore entered into a Purchase and Sale Agreement to acquire certain oil and natural gas properties and related assets in the Williston Basin (“Williston” and together with Big Horn, the “Acquisitions”) of Montana and North Dakota from certain subsidiaries of Anadarko. The Williston acquisition was completed on April 11, 2007 and accordingly, the actual operating results related to the acquired properties are included in Encore’s operating results from that date forward.

     The accompanying unaudited pro forma consolidated financial statements should be read together with the historical audited consolidated financial statements of Encore included in its Annual Report on Form 10-K for the year ended December 31, 2006, the unaudited consolidated financial statements of Encore included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2007, and the audited Statements of Revenues and Direct Operating Expenses of each of the Acquisitions filed as exhibits to this report. The accompanying unaudited pro forma consolidated financial statements were derived by making certain adjustments to the historical financial statements of Encore. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual adjustments may differ from the unaudited consolidated pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the unaudited consolidated pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial statements.

     The accompanying unaudited consolidated pro forma financial statements give effect to the Acquisitions by Encore. The unaudited consolidated pro forma balance sheet assumes that the Williston acquisition and related transactions occurred on March 31, 2007 (the Big Horn acquisition was completed on March 7, 2007 and therefore included in Encore’s unaudited balance sheet as of March 31, 2007). The unaudited pro forma consolidated statements of operations for the year ended December 31, 2006 and for the three months ended March 31, 2007 assumes that the Acquisitions and related transactions occurred on January 1, 2006.

ENCORE ACQUISITION COMPANY

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 2007
(in thousands, except share and per share amounts)

				Williston
	Encore			Pro Forma			Pro Forma
	Historical			Adjustments			as Adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	626		$	—		$	626
Accounts receivable		82,151			2,746	(a)		84,897
Inventory		21,380			—			21,380
Derivatives		15,283			—			15,283
Deferred taxes		21,833			—			21,833
Prepaid expenses		3,357			—			3,357
Total current assets		144,630			2,746			147,376
Properties and equipment, at cost:
Proved properties, including wells and related equipment		2,525,564			380,139	(a)		2,905,703
Unproved properties		47,007			16,134	(a)		63,141
Accumulated depletion, depreciation, and amortization		(398,893	)		—			(398,893	)
		2,173,678			396,273			2,569,951
Other property and equipment		18,619			—			18,619
Accumulated depreciation		(8,260	)		—			(8,260	)
Total other property and equipment		10,359			—			10,359
Other assets:
Goodwill		60,606			—			60,606
Derivatives		40,269			—			40,269
Acquisition deposit		41,000			—			41,000
Other		55,298			—			55,298
Total other assets		197,173			—			197,173
Total assets	$	2,525,840		$	399,019		$	2,924,859
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	26,044		$	—		$	26,044
Accrued liabilities:
Lease operations expense		10,868			638	(a)		11,506
Development capital		35,572			—			35,572
Interest		14,766			—			14,766
Production, ad valorem, and severance taxes		13,389			247	(a)		13,636
Oil purchases		4,028			—			4,028
Derivatives		62,113			—			62,113
Other		24,302			1,168	(a)		25,470
Total current liabilities		191,082			2,053			193,135
Long-term debt		1,201,802			393,265	(a)		1,595,067
Deferred taxes		268,700			—			268,700
Derivatives		35,057			—			35,057
Future abandonment cost		29,043			3,701	(a)		32,744
Other		1,124			—			1,124
Total liabilities		1,726,808			399,019			2,125,827
Stockholders’ equity:
Preferred stock, $.01 par value, 5,000,000 authorized, none issued and outstanding		—			—			—
Common stock, $.01 par value, 144,000,000 authorized, 53,126,504 issued and outstanding		532			—			532
Additional paid-in capital		460,857			—			460,857
Treasury stock, at cost, of 17,809 shares		(392	)		—			(392	)
Retained earnings		365,181			—			365,181
Accumulated other comprehensive loss		(27,146	)		—			(27,146	)
Total stockholders’ equity		799,032			—			799,032
Total liabilities and stockholders’ equity	$	2,525,840		$	399,019		$	2,924,859

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

2

ENCORE ACQUISITION COMPANY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2007
(in thousands, except per share amounts)

				Big Horn Acquistion
	Encore			Gooseberry		Elk Basin		Williston		Pro Forma			Pro Forma
	Historical			Historical		Historical		Historical		Adjustments			as Adjusted
Revenues:
Oil	$	82,623		$	2,024	$	10,459	$	21,491	$	—		$	116,597
Natural gas		32,978			—		127		1,357		—			34,462
Marketing and other		14,941			—		3,575		—		—			18,516
Total revenues		130,542			2,024		14,161		22,848		—			169,575
Expenses:
Production:
Lease operations		30,520			307		1,965		5,737		—			38,529
Production, ad valorem, and severance taxes		12,515			260		1,262		1,714		—			15,751
Depletion, depreciation, and amortization		35,028			—		—		—		12,909	(c)		47,937
Exploration		11,521			—		—		—		—			11,521
General and administrative		7,360			—		—		—		—			7,360
Derivative fair value loss		45,614			—		—		—		—			45,614
Marketing and other operating		17,576			—		3,370		—		98	(e)		21,044
Total expenses		160,134			567		6,597		7,451		13,007			187,756
Operating income (loss)		(29,592	)		1,457		7,564		15,397		(13,007	)		(18,181	)
Other income (expenses):
Interest		(16,287	)		—		—		—		(11,382	)(d)		(27,943	)
											(274	)(b)
Other		431			—		—		—		—			431
Total other income (expenses)		(15,856	)		—		—		—		(11,656	)		(27,512	)
Income (loss) before income taxes		(45,448	)		1,457		7,564		15,397		(24,663	)		(45,693	)
Income tax benefit (provision)		16,019			—		—		—		92	(f)		16,111
Net income (loss)	$	(29,429	)	$	1,457	$	7,564	$	15,397	$	(24,571	)	$	(29,582	)
Net loss per common share:
Basic	$	(0.55	)										$	(0.56	)
Diluted	$	(0.55	)										$	(0.56	)
Weighted average common shares outstanding:
Basic		53,077												53,077
Diluted		53,077												53,077

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

3

ENCORE ACQUISITION COMPANY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2006
(in thousands, except per share amounts)

				Big Horn Acquistion
	Encore			Gooseberry		Elk Basin		Williston		Pro Forma			Pro Forma
	Historical			Historical		Historical		Historical		Adjustments			as Adjusted
Revenues:
Oil	$	346,974		$	12,365	$	63,695	$	108,057	$	—		$	531,091
Natural gas		146,325			—		2,395		7,042		—			155,762
Marketing and other		147,563			—		3,649		—		—			151,212
Total revenues		640,862			12,365		69,739		115,099		—			838,065
Expenses:
Production:
Lease operations		98,194			3,593		7,435		20,576		—			129,798
Production, ad valorem, and severance taxes		49,780			1,625		7,839		9,695		—			68,939
Depletion, depreciation, and amortization		113,463			—		—		—		77,925	(c)		191,388
Exploration		30,519			—		—		—		—			30,519
General and administrative		23,194			—		—		—		—			23,194
Derivative fair value gain		(24,388	)		—		—		—		—			(24,388	)
Marketing and other operating		158,594			—		5,598		—		513	(e)		164,705
Total expenses		449,356			5,218		20,872		30,271		78,438			584,155
Operating income (loss)		191,506			7,147		48,867		84,828		(78,438	)		253,910
Other income (expenses):
Interest		(45,131	)		—		—		—		(35,753	)(d)		(82,529	)
											(1,645	)(b)
Other		1,429			—		—		—		—			1,429
Total other income (expenses)		(43,702	)		—		—		—		(37,398	)		(81,100	)
Income (loss) before income taxes		147,804			7,147		48,867		84,828		(115,836	)		172,810
Income tax benefit (provision)		(55,406	)		—		—		—		(9,377	)(f)		(64,783	)
Net income (loss)	$	92,398		$	7,147	$	48,867	$	84,828	$	(125,213	)	$	108,027
Net income per common share:
Basic	$	1.78											$	2.08
Diluted	$	1.75											$	2.05
Weighted average common shares outstanding:
Basic		51,865												51,865
Diluted		52,736												52,736

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

4

ENCORE ACQUISITION COMPANY

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

          The historical financial information is derived from the historical consolidated financial statements of Encore. The unaudited pro forma balance sheet as of March 31, 2007 has been prepared as if the Williston acquisition and related transactions had taken place on March 31, 2007 (the Big Horn acquisition was completed on March 7, 2007 and therefore included in Encore’s unaudited balance sheet as of March 31, 2007). The unaudited pro forma statement of operations for the year ended December 31, 2006 and for the three months ended March 31, 2007 assumes that the Acquisitions and related transactions occurred on January 1, 2006 (the Big Horn acquisition was completed on March 7, 2007 and therefore, the operating results from that date through March 31, 2007 are included in Encore’s unaudited statement of operations for the three months ended March 31, 2007).

Note 2. Pro Forma Assumptions and Adjustments

	We made the following adjustments in the preparation of the unaudited pro forma financial statements:
a)	To record the Williston acquisition for $393.3 million (including estimated transaction costs of approximately $1.2 million) financed with borrowings under Encore’s revolving credit facilities. The allocation of the purchase price to the assets acquired and liabilities assumed is preliminary and, therefore, subject to change. Any future adjustments to the allocation of the purchase price are not expected to have a material effect on Encore’s financial condition, results of operations, or cash flows.
	The calculation of the total purchase price and the allocation to the fair value of the Williston assets acquired and liabilities assumed from Anadarko are as follows (in thousands):

Calculation of total purchase price:
Cash paid to Anadarko	$	392,065
Transaction costs		1,200
Total purchase price	$	393,265
Allocation of purchase price to the fair value of net assets acquired:
Accounts receivable	$	2,746
Proved properties, including wells and related equipment		380,139
Unproved properties		16,134
Total assets acquired		399,019
Current liabilities		(2,053	)
Future abandonment cost		(3,701	)
Total liabilities assumed		(5,754	)
Fair value of net assets acquired	$	393,265

b)	Reflects the amortization of debt issuance costs over the term of Encore’s revolving credit facilities.
c)	Reflects the adjustment of additional depletion, depreciation, and amortization of oil and natural gas properties associated with the Acquisitions. Certain plant and pipeline equipment is depreciated on a straight-line basis over estimated useful lives, which range from three to ten years. The remaining capitalized costs are amortized on a unit-of-production basis over the remaining life of total proved developed reserves or proved reserves, as applicable.
d)	Reflects estimated incremental interest expense associated with borrowings under Encore’s revolving credit facilities to fund the Acquisitions. We assume none of that debt is paid off during the periods covered in the unaudited pro forma consolidated statements of operations. If the LIBOR rate increased 1/8%, we would incur an additional $1.0 million in interest expense for the year ended December 31, 2006, and if the rate decreased 1/8%, we would incur $1.0 million less. If the LIBOR rate increased 1/8%, we would incur an additional $0.2 million in interest expense for the quarter ended March 31, 2007, and if the rate decreased 1/8%, we would incur $0.2 million less.
e)	Reflects the accretion of discount on amounts accrued for future abandonment costs of the Acquisitions.
f)	Reflects estimated incremental income tax provision associated with the operating income of the Acquisitions and

5

ENCORE ACQUISITION COMPANY

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

the pro forma adjustments using a 38.5% and 37.5% incremental tax rate for the three months ended March 31, 2007 and for the year ended December 31, 2006, respectively.

Note 3. Pro Forma Earnings (Loss) Per Share

     The following table reflects the pro forma earnings (loss) per share data for the periods indicated:

	Three Months
	Ended			Year Ended
	March 31,			December 31,
	2007			2006
	(in thousands, except per share data)
Numerator:
Pro forma net income (loss)	$	(29,582	)	$	108,027
Denominator:
Denominator for basic EPS:
Weighted average shares outstanding		53,077			51,865
Effect of dilutive options and diluted restricted stock (a)		—			871
Denominator for diluted EPS		53,077			52,736
Pro forma net income (loss) per common share:
Basic	$	(0.56	)	$	2.08
Diluted	$	(0.56	)	$	2.05

(a) Options to purchase 1,498,202 shares and 190,406 shares of common stock were outstanding but not included in the above calculation of EPS for the three months ended March 31, 2007 and for the year ended December 31, 2006, respectively, because their effect would be antidilutive.

Note 4. Oil & Natural Gas Producing Activities

     There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting future rates of production and timing of development expenditures. Oil and natural gas reserve engineering is and must be recognized as a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in any exact way, and estimates of other engineers might differ materially from those included herein. The accuracy of any reserve estimate is a function of the quality of available data and engineering, and estimates may justify revisions. Accordingly, reserve estimates are often materially different from the quantities of oil and natural gas that are ultimately recovered. Reserve estimates are integral to management’s analysis of impairments of oil and natural gas properties and the calculation of depletion, depreciation, and amortization on these properties.

     Estimated pro forma net quantities of proved oil and natural gas reserves are as follows as of December 31, 2006:

	Encore
	Historical		Big Horn		Williston		Total Pro Forma
Proved reserves:
Oil (MBbl)		153,434		19,074		16,611		189,119
Natural gas (MMcf)		306,764		3,726		15,770		326,260
Combined (MBOE)		204,561		19,695		19,239		243,495
Proved developed reserves:
Oil (MBbl)		94,246		16,695		15,358		126,269
Natural gas (MMcf)		235,049		2,975		15,254		253,278
Combined (MBOE)		133,421		17,161		17,900		168,482

6

ENCORE ACQUISITION COMPANY

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

     The changes in pro forma proved reserves were as follows for 2006:

	Encore Historical									Big Horn									Williston									Total Pro Forma
				Natural			Oil						Natural			Oil						Natural			Oil						Natural			Oil
	Oil			Gas			Equivalent			Oil			Gas			Equivalent			Oil			Gas			Equivalent			Oil			Gas			Equivalent
	(MBbl)			(MMcf)			(MBOE)			(MBbl)			(MMcf)			(MBOE)			(MBbl)			(MMcf)			(MBOE)			(MBbl)			(MMcf)			(MBOE)
Balance, December 31, 2005		148,387			283,865			195,698			22,275			7,663			23,553			19,281			16,328			22,002			189,943			307,856			241,253
Acquisitions of minerals-in-place		25			235			64			—			—			—			—			—			—			25			235			64
Extensions and discoveries		3,269			78,861			16,412			—			—			—			422			240			462			3,691			79,101			16,874
Improved recovery		10,935			941			11,092			—			—			—			—			—			—			10,935			941			11,092
Revisions of estimates		(1,847	)		(33,682	)		(7,461	)		(1,664	)		(3,575	)		(2,261	)		(1,280	)		398			(1,214	)		(4,791	)		(36,859	)		(10,936	)
Production		(7,335	)		(23,456	)		(11,244	)		(1,537	)		(362	)		(1,597	)		(1,812	)		(1,196	)		(2,011	)		(10,684	)		(25,014	)		(14,852	)
Balance, December 31, 2006		153,434			306,764			204,561			19,074			3,726			19,695			16,611			15,770			19,239			189,119			326,260			243,495

     Reserves for the Big Horn acquisition as of December 31, 2005 as shown in the table above are derived from unaudited footnotes to the Statements of Revenues and Direct Operating Expenses of the Anadarko Elk Basin Operations and the Anadarko Gooseberry Operations. Reserves for the Williston acquisition as of December 31, 2006 and 2005 as shown in the table above are derived from unaudited footnotes to the Statements of Revenues and Direct Operating Expenses of the Anadarko Williston Operations. Reserves for the Big Horn acquisition as of December 31, 2006 as shown in the table above were estimated by our internal engineering staff. These reserve amounts for the Big Horn acquisition as of December 31, 2006 differ from the reserves at December 31, 2006 included in the unaudited footnotes to the Statements of Revenues and Direct Operating Expenses of the Anadarko Elk Basin Operations and the Anadarko Gooseberry Operations. Proved reserves and future net revenues as of December 31, 2006 and 2005 were estimated in accordance with the standards of the Securities and Exchange Commission Regulation S-X, Rule 4-10 (a). Differences in the two reserves estimates are based on the following reasons. Future forecasts of production volumes and future net revenues as of December 31, 2005 were based on the prevailing direct operating expenses, field performance and market pricing conditions combined to calculate an economic life for the properties. As of December 31, 2006, the prevailing economic environment changed, including direct operating expenses, field performance and market pricing conditions, leading to a different forecast of the economic life for the properties. The combination of these changes has resulted in a reduction to reserves. The amounts by which these reserve estimates differ at December 31, 2006 has been included as a revision of quantity estimates in the above table. The decrease in reserves attributable to revisions can be attributed to (1) different expectations as to future decline rates and the resultant property lives, (2) available time to perform engineering analysis required before undeveloped reserves can meet the criteria for being considered proved, (3) availability of geographical and/or geophysical information for the properties, (4) overall familiarity with the properties and availability of reliable data needed to calculate expected future yield of natural gas liquids, (5) differing expectations regarding the number of years over which liquids extraction is expected to be profitable and therefore the total volume of liquids included in reserves, and (6) noticeably lower natural gas prices at December 31, 2006 as compared to at December 31, 2005.

     The pro forma standardized measure of discounted estimated future net cash flows was as follows as of December 31, 2006:

	Encore
	Historical			Big Horn			Williston			Total Pro Forma
	(in thousands)
Net future cash inflows	$	9,291,007		$	947,417		$	956,312		$	11,194,736
Future production costs		(3,803,000	)		(359,861	)		(375,445	)		(4,538,306	)
Future development costs		(371,396	)		(22,907	)		(19,786	)		(414,089	)
Future income tax expense		(1,499,290	)		(57,084	)		(190,818	)		(1,747,192	)
Future net cash flows		3,617,321			507,565			370,263			4,495,149
10% annual discount		(2,155,514	)		(231,679	)		(171,443	)		(2,558,636	)
Standardized measure of discounted estimated
future net cash flows	$	1,461,807		$	275,886		$	198,820		$	1,936,513

7

ENCORE ACQUISITION COMPANY

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

     The primary changes in the pro forma standardized measure of discounted estimated future net cash flows were as follows for 2006:

	Encore
	Historical			Big Horn			Williston			Total Pro Forma
	(in thousands)
Standardized measure, beginning of year	$	1,918,471		$	230,738		$	244,981		$	2,394,190
Net change in sales price and production costs		(634,033	)		204,794			5,884			(423,355	)
Acquisitions of minerals-in-place		539			—			—			539
Extensions, discoveries, and improved recovery		141,211			—			10,478			151,689
Revisions of quantity estimates		(62,615	)		(77,823	)		(20,486	)		(160,924	)
Sales, net of production costs		(340,036	)		(52,170	)		(84,828	)		(477,034	)
Development costs incurred during the year		253,484			2,382			33,889			289,755
Accretion of discount		191,847			23,074			37,210			252,131
Change in estimated future development costs		(185,212	)		(5,750	)		(21,323	)		(212,285	)
Net change in income taxes		248,491			(13,050	)		24,667			260,108
Change in timing and other		(70,340	)		(36,309	)		(31,652	)		(138,301	)
Standardized measure, end of year	$	1,461,807		$	275,886		$	198,820		$	1,936,513

     The changes in standardized measure in the above table for the Acquisitions differ from the amounts disclosed in an unaudited footnote to the Statements of Revenues and Direct Operating Expenses of the Anadarko Elk Basin Operations and the Anadarko Gooseberry Operations due to differences in estimated proved reserves at December 31, 2006 as described above.

8