8-K

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549



                                    FORM 8-K

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



       Date of report (Date of earliest event reported): November 2, 1998


                              3DX TECHNOLOGIES INC.
               (Exact Name of Registrant as Specified in Charter)

                                 
           Delaware                      0-21841                76-0386601
 (State or Other Jurisdiction          (Commission            (IRS Employer
       of Incorporation)              File Number)         Identification No.)

       12012 Wickchester, Suite 250                         77079
             Houston, Texas                              (Zip Code)
(Address of Principal Executive Offices)

         Registrant's telephone number, including area code: (281) 759-3398






Item 5.   Other Events.

                  On November 2, 1998, 3DX Technologies Inc. (the "Company") and
Fortune Natural Resources Corporation  ("Fortune"),  executed a Letter of Intent
(the "Letter of Intent"),  which  provides,  among other things,  for the merger
(the  "Merger") of the Company with and into Fortune or a subsidiary  of Fortune
created to effect the Merger.

                  Under the terms of the Letter of Intent,  Fortune will, at the
closing of the Merger,  (i) issue three  quarters  (0.75) of a share of the $.01
par value common stock of Fortune for each share outstanding of the Company, not
to exceed 6,865,431 shares of the Fortune common stock subject to increase by up
to an  additional  100,000  shares of  Fortune  common  stock,  (ii)  reserve an
additional 923,778 shares of Fortune common stock to be issued upon the exercise
of  outstanding  options and  warrants  of the Company and (iii)  provide for an
incentive,  up to a maximum  aggregate  additional  3,862,605  shares of Fortune
common  stock,  to be earned  and  distributed  pro rata per share to the former
stockholders of the Company  (including  persons who have exercised  options and
warrants  of the  Company  outstanding  at the closing of the Merger) if certain
disproportionate  contributions  to Fortune's proved reserves are made in future
years.

                  The  transaction  is  contingent  upon,  among  other  things,
approval by both the Company's and Fortune's board of directors and stockholders
and other  customary  conditions,  and is  expected  to close  during  the first
quarter of 1999. The Merger is intended to constitute a tax-free  reorganization
under Section 368(a)(2)(E) of the Internal Revenue Code of 1986.

Item 7.           Financial Statements, Pro Forma Financial Information
                  and Exhibits.


                  1. Letter Agreement between Fortune and the Company,  dated as
                     of November 2, 1998.

                  2. Press release issued by the Company,  dated as of November
                     4, 1998.









                                   SIGNATURES


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


                                                   3DX TECHNOLOGIES INC.



Dated: November 9, 1998                            By: /s/ Russell Allen
                                                      ------------------
                                                       Russell Allen
                                                       Chief Financial Officer




                                  EXHIBIT INDEX


Exhibit No.                Description
- -----------                -----------
    99.1                   Letter Agreement between Fortune and the Company, 
                           dated as of November 2, 1998.

    99.2                   Press release issued by the Company, dated as of 
                           November 4, 1998.

EX-99.1

                     FORTUNE NATURAL RESOURCES CORPORATION


November 2, 1998



Ronald Nowak
President and Chief Executive Officer
3DX Technologies Inc.
12012 Wickchester, Suite 250
Houston, TX 77079

Dear Ron:

         This letter of intent  shall set forth the current  understandings  and
initial  agreements  which have been reached  between our respective  companies,
pursuant to which Fortune will acquire 3DX via a tax-free merger transaction.

         We have agreed  that,  in  consideration  for the  acquisition  of 3DX,
Fortune will, at the closing of the transaction  contemplated  herein, (i) issue
to the  shareholders  of 3DX  three-quarters  (0.75)  of a share of the $.01 par
value  common  stock of Fortune  (the  "Fortune  Common")  for each share of the
outstanding  common  stock of 3DX,  not to exceed  6,865,431  shares of  Fortune
common stock plus an  additional  100,000  shares of Fortune  common stock to be
issued for obligations  undertaken by 3DX in the normal course of business prior
to the date of this  agreement,  (ii) reserve an  additional  923,778  shares of
Fortune common stock to be issued upon the exercise of  outstanding  3DX options
and  warrants  and (iii)  provide for an  incentive,  up to a maximum  aggregate
additional  3,862,605 shares of Fortune Common,  to be earned and distributed on
or about two years from closing,  if certain  disproportionate  contributions to
Fortune's  proved  reserves  are made in future  years,  as  established  by its
independent petroleum engineers, in accordance with the following formula.

         In the event  that  proved  reserves  attributable  to the  exploration
properties  acquired by Fortune from 3DX are booked by Fortune  during or at the
end of the  two-year  period and such proved  reserves  exceed  proved  reserves
booked by Fortune and  attributable to exploration  properties  other than those
exploration  properties  acquired from 3DX, the difference (the "3DX Exploration
Reserves")  will be used to  calculate  the  number of  additional  shares to be
issued.  Such shares shall be issued at the rate of one (1) share for every nine
(9) MCFE of 3DX Exploration Reserves. No such shares, however, will be issued in
the event the closing price of Fortune Common averages $3.50 for any consecutive
thirty-day period prior to December 31, 2000.

         In addition  to the  additional  contingencies  discussed  below,  such
merger  shall be subject to approval by the boards of  directors of both Fortune
and 3DX, the filing by Fortune and  effectiveness  of a  registration  statement
under  the  Securities  Act of 1933,  clearance  for the  transaction  under the
Hart-Scott-Rodino  Antitrust  Improvements Act of 1976 ("HSR"), and the approval
of this transaction by the shareholders of Fortune and 3DX.


    One Commercial Green - 515 W. Green Rd. Suite 720 - Houston, TX 77067 -
                         281.872.1170 - FAX 281.872.1213
                       American Stock Exchange Symbol FPX
         E-mail: FortuneNatural-FPX-InvestorRelations@worldnet.att.net




Mr. Ronald Nowak
November 2, 1998
Page 2 of 4

         Concurrently  with the  execution of the  definitive  merger  agreement
contemplated  hereby,  all officers and directors of 3DX and any entities  which
such officers and directors  control or represent shall execute (i) stock voting
agreements  binding each to vote in favor of this  proposal and (ii) a "lock-up"
agreement,  whereby  the  ability  of each to trade  the  Fortune  common  stock
received by each in consideration of this merger shall be restricted  during the
six-month period following the closing of the transaction  contemplated  hereby.
All such  stock  shall  bear  appropriate  legends  regarding  the  terms of the
lock-up.

         The parties hereto contemplate that,  following approval of this letter
of  intent,  they  will  enter in good  faith  into a period of  completing  due
diligence   reviews  and  will  commence  the   preparation  of  the  documents,
agreements,  applications,  proxies,  and other documents necessary to implement
their mutual intent  hereunder.  The parties  contemplate  that this transaction
will require the approval of the  shareholders  of both Fortune and 3DX pursuant
to proxy  statements  calling  special  meetings  of  shareholders.  Such  proxy
statements will be included in the  registration  statement to be filed with the
Securities and Exchange  Commission  covering the shares of Fortune common stock
to be issued in connection with this  transaction.  Each party will bear and pay
its own costs and expenses  incurred by it in connection with this  transaction,
including the preparation of all documents and agreements associated therewith.

         The parties  further  contemplate  that each will move  forward in good
faith toward finalizing their respective due diligence, preparing the definitive
merger agreement and other necessary closing documents, obtaining HSR clearance,
and  obtaining  the  approval  of  their  respective  boards  of  directors  and
shareholders. Upon approval of the transaction contemplated hereby by each board
of directors,  the parties shall  endeavor,  not later than December 1, 1998, to
enter  into the  definitive  merger  agreement  and,  as quickly  thereafter  as
possible,   file  the  proposed   registration   statement  with  the  SEC.  The
registration  statement  shall  include  the  recommendation  of each  board  of
directors  to their  respective  shareholders  for  approval of the  transaction
contemplated  hereby. It is anticipated that the shareholders of each party will
be asked on or before February 1, 1999 to approve this transaction.

         The definitive merger agreement  covering the transaction  contemplated
hereby will include standard form representations and warranties,  substantially
alike for  Fortune  and 3DX in those  instances  where  necessary  or  required,
appropriate for transactions of a similar nature, including, but not limited to,
disclosure  of all  material  liabilities  and  existence  of good  title to all
assets.  3DX  recognizes,  however,  that the nature of the  merger  transaction
contemplated hereby may dictate that not all provisions of the definitive merger
agreement be reciprocal.  The definitive merger agreement shall also provide for
the integration  into Fortune's  benefit plans of all 3DX employees  retained by
Fortune, counting the tenure of such employees with 3DX as tenure with Fortune.




Mr. Ronald Nowak
November 2, 1998
Page 3 of 4


         As an  inducement  to  Fortune  to  proceed  with  the  preparation  of
definitive agreements to implement the arrangements  contemplated by this letter
of intent, 3DX will not, directly or indirectly,  through any employee, officer,
director,  agent or otherwise,  (i) solicit or initiate, or encourage submission
of, inquiries,  proposals or offers from any potential  acquiror relating to any
sale  of  all  or  substantially  all of  the  assets  of  3DX  or  any  merger,
consolidation or other similar transaction involving 3DX, or (ii) participate in
any  discussions or negotiations  regarding,  or furnish to any person or entity
any information with respect to, any such transaction. In the event that 3DX, at
any time after the  execution  of this letter of intent and its  approval by the
board  of  3DX,  breaches  the  provisions  of  the  preceding  sentence  or  is
involuntarily  acquired by a third party,  then Fortune shall be entitled to the
payment,  within five (5) days, of the sum of $1,000,000 as liquidated  damages.
If,  following  the execution of the  definitive  merger  agreement,  the merger
contemplated hereby is not consummated due to the failure or inability of either
party  to  proceed  (except  as  provided  in  the  preceding  portion  of  this
paragraph),  the failure of the  representations  or  warranties  made by either
party,  or the breach by either party of any of the terms or  provisions  of the
agreement between the parties,  the non-breaching party shall be entitled to the
immediate  payment by the  breaching  party of the sum of $500,000 as liquidated
damages.

         Each  party  agrees  that  it  remains   bound  by  the  terms  of  the
confidentiality  agreements  previously  entered  into by each.  Each party will
issue a press  release  acceptable  in form  and  substance  to the  other  upon
approval  of this  letter  of intent by their  respective  boards of  directors.
Further,  each party shall file a Form 8-K with the SEC  disclosing the material
terms of this transaction.

         The  parties  will  each  continue  to  operate  their  businesses  and
operations  from  the  date  hereof  through  the  closing  of  the  transaction
contemplated  hereby in a  reasonable  and prudent  manner so as to not cause or
allow a material loss or decline in the value,  use, or contemplated  benefit of
their  respective  assets or any portion thereof.  Further,  neither party shall
take  any  action  to enter  into any  agreement  prior  to the  closing  of the
transaction  contemplated  hereby for the  issuance of a  significant  number of
additional  shares of stock or  securities  convertible  into stock or otherwise
take steps to alter their capital structure without the prior written consent of
the other.  3DX shall not sell or encumber,  or enter into any agreement to sell
or encumber, any of its properties,  leases,  prospects, or other assets without
the  prior  written  approval  of  Fortune.  Fortune  shall,  prior to the sale,
acquisition, or encumbrance of any assets, advise 3DX of its intention and shall
provide it with the details of the transaction.

         This letter of intent may be terminated either by the mutual consent of
3DX and Fortune or by either party if a definitive merger agreement has not been
entered into prior to December 31, 1998  (unless  extended by mutual  agreement)
and the failure to do so was not the result of the  terminating  party's failure
to negotiate in good faith.  In the event the failure to reach such agreement is
the result of bad faith by one party hereto,  the  non-breaching  party shall be
entitled to recover from the breaching  party as liquidated  damages,  following


Mr. Ronald Nowak
November 2, 1998
Page 4 of 4



termination  of this  letter of intent,  the  greater of  $100,000 or the actual
costs incurred by the  non-breaching  party in attempting to negotiate the terms
of the definitive merger agreement.

         The parties understand that the merger agreement to be prepared will be
the definitive  agreement and hereby  stipulate that this letter is not intended
to be and shall not be  construed  as a binding  agreement  between the parties.
Notwithstanding  the foregoing,  the parties  acknowledge that each, by entering
into this letter of intent, will begin to expend considerable sums in commencing
due diligence,  preparing and negotiating the definitive merger  agreement,  and
preparing  and  filing  appropriate  documents  with the SEC.  The terms of this
letter of intent  shall not  survive  the  execution  of the  definitive  merger
agreement and, except for the specific provisions concerning confidentiality and
the payment of liquidated damages, neither party hereto shall be bound to any of
the terms or provisions herein set forth until the formal agreements  reflecting
this  transaction are prepared and are duly approved by each party's  respective
board of directors and shareholders, as necessary.

         Fortune has received a commitment from a third party investor for funds
to be  used  by  Fortune  for  the  acquisition  of 3DX  and to  facilitate  the
exploration and development of the acquired 3DX properties. However, Fortune and
3DX acknowledge that Fortune,  after the merger,  shall exercise prudence in all
decisions   concerning  the  acquisition  of  properties  and  their  subsequent
exploration and development.

         If this letter  correctly  sets forth our  discussions  to date and you
accept the offer which has presented by Fortune,  please date,  sign, and return
one copy of it to the undersigned immediately.

Very truly yours,


/s/ Tyrone J. Fairbanks
Tyrone J. Fairbanks
President and Chief Executive Officer


ACCEPTED AND AGREED TO
this 2nd day of November, 1998

3DX TECHNOLOGIES INC.


By: /s/ Ronald Nowak
      Ronald Nowak
      President and Chief Executive Officer

EX-99.2

November 4, 1998                                    Contact: Ronald P. Nowak
                                                             or Russell L. Allen
                                                             (281) 579-3398


                              3DX TECHNOLOGIES INC.
 ANNOUNCES LETTER OF INTENT TO MERGE WITH FORTUNE NATURAL RESOURCES CORPORATION


Houston,  Texas--3DX Technologies Inc.(3DX) (NASDAQ : TDXT) today announced that
it has signed a letter of intent  with  Fortune  Natural  Resources  Corporation
(Fortune)  (AMEX:  FPX) which  provides for the merger of 3DX into Fortune.  The
letter of intent has been  approved by the board of directors of both  entities.
The  transaction is conditioned  upon,  among other things,  the preparation and
approval of a definitive merger agreement and the consent of the shareholders of
both companies.

The terms of the merger provide for the issuance of up to a maximum of 6,965,431
shares of Fortune  stock - an  exchange  ratio of 0.75  share of Fortune  common
stock for one share of 3DX common  stock.  3DX  shareholders  could also receive
additional Fortune stock two years after closing, up to a total of approximately
3.9 million  shares,  if additional  reserves  attributable  to the  exploration
properties acquired from 3DX contribute  disproportionately  to the total of all
reserves  added  by  Fortune  from all  exploration  properties,  under  certain
conditions.

Fortune has obtained a  conditional  commitment  from a private  investor for an
additional  $5  million  dollars  in  capital,  on terms to be agreed  upon,  to
facilitate  the  additional   exploration   capital   requirements  of  the  3DX
properties.

Fortune  has also  announced  the  signing  of a second  letter of  intent  with
Petro-Guard  Company,  Inc. and  Petro-Guard  Production LLC, two privately held
operating and production companies,  providing for the merger of these companies
into Fortune.

Fortune is an independent oil and natural gas company whose primary focus is the
exploration  for and  development  of domestic  oil and  natural  gas  reserves.
Fortune's  principal  areas of interest are onshore and offshore  Louisiana  and
Texas,  including the relatively  shallow Gulf Coast  transition zone, where the
use of modern  geophysical  technology  and advanced  interpretation  techniques
offers  the  opportunity  for new  discoveries  in  areas of  proven  historical
production.




Petro-Guard Group is comprised of two privately owned companies held principally
by Dewey  Stringer  III,  a  director  of  Fortune.  Petro-Guard  operates  both
producing  and  exploratory  properties  along  the  Gulf  Coast  of  Texas  and
Louisiana.

Ronald P. Nowak,  President and CEO of 3DX commented,  "We are extremely pleased
to have entered into this  agreement  with Fortune and feel this builds upon the
framework  for a stronger E&P company.  With the  addition of  Petro-Guard,  the
combined  production,  reserves and exploration  potential of the companies will
make  the  new  entity  a  more  powerful  presence  in  the  Gulf  Coast.  More
importantly,  the synergy of the  complimentary  skills that each group brings -
financial  management,  operations and geoscience - positions the new Fortune to
realize significant growth."

Tyrone J. Fairbanks,  President and CEO of Fortune, commented that, "We are very
pleased to enter into this agreement with 3DX Technologies Inc. 3DX is comprised
of fine oil and gas  professionals  with  exceptional  skills  in their  area of
expertise.  It has been a long-standing goal of Fortune, since moving to Houston
in 1996, to bring operational,  geophysical and geological disciplines inside of
Fortune.  This  transaction,  along  with  the  acquisition  of the  Petro-Guard
companies,  will significantly enhance Fortune's Gulf Coast presence, as well as
its oil and gas reserve and production base and drillable prospect inventory."

3DX Technologies Inc. is a knowledge-based oil and gas exploration company whose
core  competence and strategic  focus is the  utilization of 3-D seismic imaging
and other  advanced  technologies  in the search for  commercial  quantities  of
hydrocarbons.

Certain statements in this news release regarding future  expectations and plans
for oil and gas  exploration,  development  and  production  may be  regarded as
"forward  looking  statements"  within the meaning of the Securities  Litigation
Reform  Act.  They are  subject to various  risks,  such as  operating  hazards,
drilling risks,  and other  uncertainties  inherent in the business of exploring
for,  developing  and  producing  oil and gas which may be beyond the  Company's
control.  These risks are discussed in detail in the Company's  Annual Report on
Form 10-K for the year ended  December 31, 1997,  as well as other  filings with
the  Securities  and Exchange  Commission.  There can be no  assurance  that the
Company's  exploration  activities  will be  successful in meeting the Company's
expectations.