UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): July 21, 2005

Date of Report (Date of earliest event reported): May 31, 2005

SPINNAKER EXPLORATION COMPANY

(Exact name of registrant as specified in its charter)

~~001-16009~~Delaware

(~~Commission~~State ~~File~~or ~~Number~~other jurisdiction of incorporation)

Delaware		76-0560101
001-16009		76-0560101
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)
(Commission File Number)		(IRS Employer Identification No.)
1200 Smith Street, Suite 800 Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

1200 Smith Street, Suite 800

Houston, Texas

77002

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) 759-1770

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 (see General Instruction A.2. below):

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

Effective ~~May~~July 3121, 2005, ~~the~~Spinnaker ~~Compensation~~consummated ~~Committee~~a ~~and~~sale-leaseback transaction under which Spinnaker sold its 25% undivided interest in the ~~Board~~Spinnaker ofFront ~~Directors~~Runner SPAR Platform for $75.0 million. Two of our wholly-owned subsidiaries, Spinnaker ~~Exploration~~ ~~Company~~FR Spar Co., L.L.C. (“Spinnaker” orSpar ~~the “Company~~Co.”) ~~approved~~ and ~~adopted the~~ Spinnaker Exploration Company, ~~Executive~~L.L.C., entered ~~Change~~into ina ~~Control~~Participation ~~Severance~~Agreement ~~Plan~~with Banc of America Leasing & Capital, LLC (“~~Executive Plan~~BALCAP”) and ~~the~~Societe ~~Spinnaker~~Generale ~~Exploration~~Financial ~~Company~~Corporation ~~Employee Change~~(hereinafter inreferred ~~Control~~to ~~Severance~~as ~~Plan~~the (“~~Employee~~Financing ~~Plan~~Parties”). toThe ~~provide~~interests ~~severance~~of ~~benefits~~the toFinancing Parties are held in the ~~Company’s~~Spinnaker ~~officers~~Front Runner Statutory Trust 2005-1. The Participation Agreement governs the commitments of the participants and ~~employees~~other ~~(“Covered~~covenants ~~Individuals”)~~and ~~whose~~agreements ~~employment~~by isSpinnaker ~~terminated~~associated with the lease financing. At the same time, Spinnaker Spar Co. and BALCAP entered into a Production Platform Lease Agreement, as supplemented by Lease Supplement No. 1, under ~~certain~~which ~~circumstances~~Spinnaker onleases orback ~~after~~from BALCAP the ~~date~~undivided interest in the platform it sold to BALCAP. This lease has an ~~upon~~initial ~~which~~12-year ~~occurs~~term, expiring on July 21, 2017. The lease includes a ~~change~~fixed-price early buy-out option exercisable by Spinnaker in ~~control~~year seven of the lease term. The lease also grants Spinnaker an option to purchase the platform at fair market value at the end of the lease term. Spinnaker will make quarterly rental payments to BALCAP over the term of the lease based upon a fixed payment schedule set forth in the lease.

IfSpinnaker ~~the~~Exploration ~~employment of a Covered Individual by the~~ Company, orL.L.C. aissued ~~successor thereto is subject to an involuntary termination on the date upon which~~ a ~~change in control~~Guaranty, asalso ~~defined~~effective inJuly ~~the~~21, ~~plans~~2005, ~~occurs~~guaranteeing ~~or within~~ the ~~Covered~~rental ~~Individual’s~~payments ~~coverage~~and ~~period following such~~other ~~change~~obligations inunder ~~control, then~~ the ~~Covered~~Participation ~~Individual~~Agreement isand ~~entitled~~Production toPlatform ~~receive~~Lease as a severance benefit a lump sum cash payment in an amount equal to the Covered Individual’s severance amount percentage, which is a percentage designated by the Company in its sole discretion, multiplied by the Covered Individual’s compensationAgreement. ~~Under~~The ~~the~~Guaranty ~~plans, compensation~~ is ~~defined,~~for ~~in general, as~~ the ~~sum~~benefit of the ~~Covered~~parties ~~Individual’s annual base salary and the annual cash bonus, if any, most recently paid by the Company~~ to the ~~Covered~~Participation ~~Individual~~Agreement ~~prior~~and totheir ~~the~~permitted ~~date~~successors ofand the Covered Individual’s involuntary termination, or if greater, the annual cash bonus, if any, most recently paid by the Company to the Covered Individual prior to the date upon which a change in control occursassigns. The ~~coverage~~Guaranty ~~period~~ is alimited ~~period~~to ~~of time that begins on~~ the ~~date~~payments as ~~upon~~they ~~which~~become ~~a change in control occurs and continues for a number of months designated by the Company in its sole discretion~~due.

~~The~~As ~~Compensation~~agreed ~~Committee~~by ~~has~~the ~~approved~~parties ainvolved, ~~severance~~these ~~amount~~agreements, ~~percentage~~while each dated June 17, 2005, were not executed and ~~coverage~~by ~~period~~their ~~for each~~terms ofdid not take effect until July 21, 2005, at which point title to the ~~officers~~undivided ofinterest in the ~~Company~~platform ~~under~~was transferred to BALCAP, Spinnaker received the ~~Executive~~purchase ~~Plan~~price asof ~~follows:~~$75.0 million and the lease term commenced.

Officer	SeveranceAmountPercentage		Coverage Period (Months)
Chief Executive Officer	250	%	30
Chief Operating Officer	250	%	30
Chief Financial Officer	250	%	30
All other officers	200	%	24

The agreements contain certain covenants by Spinnaker and grant certain rights to the Financing Parties in the event of a default on the lease or in the event of loss of the platform. Spinnaker must also comply with certain on-going financial and operating covenants. The agreements contain other customary representations, warranties, covenants, conditions, indemnification provisions and termination provisions associated with leveraged leases. The underlying Front Runner oil and gas reserves are not pledged although the Financing Parties do have a security interest in the stock of Spinnaker Spar Co.

IfSpinnaker aused ~~Covered Individual is a “disqualified individual” as defined in Section 280G(c) of~~ the ~~Internal~~$75.0 ~~Revenue~~million ~~Code~~proceeds ~~(the~~from ~~“Code”), and~~ the ~~severance~~sale-leaseback ~~benefits~~transaction ~~together with any other payments or benefits which the Covered Individual has the right~~ to ~~receive~~pay ~~from the~~outstanding ~~Company~~debt ~~constitute~~under aits ~~“parachute~~existing ~~payment”~~revolving ascredit ~~defined~~facility inon ~~Section~~July ~~280G(b)(2) of the Code~~21, ~~then~~2005. ~~the~~In ~~severance~~connection ~~benefits~~with ~~are either (a) reduced (but not below zero) so that~~ the ~~present~~lease ~~value~~transaction, ~~of such total amounts received by~~ the ~~Covered Individual from the Company will be one dollar (~~$150.~~00)~~0 ~~less~~million ~~than~~Tranche ~~three~~B commitment ~~times~~under the ~~Covered~~credit ~~Individual’s~~facility ~~“base~~was ~~amount”~~terminated ason ~~defined~~July in21, ~~Section~~2005. ~~280G(b)(3)~~As ofpart ~~the Code and so that no portion~~ of ~~such amounts received by~~ the ~~Covered~~transaction, ~~Individual are~~a ~~subject~~letter ~~to the excise tax imposed by Section 4999~~ of ~~the~~credit ~~Code or (b) paid~~ in ~~full, whichever produces~~ the ~~better~~amount ~~net~~of ~~after-tax~~$15.0 ~~position~~million towas ~~the~~issued ~~Covered Individual taking into account any applicable excise tax~~ under ~~Section 4999 of~~ the ~~Code~~credit ~~and any~~facility, ~~applicable~~with ~~income~~BALCAP ~~tax. The determination~~ as ~~to whether any such reduction in~~ the ~~amount of the severance benefits is necessary shall be made by a Board-established committee in good faith~~beneficiary.

This report contains only a summary of certain provisions of the lease transaction. The summary does not purport to be a complete summary of the agreements and is qualified by reference to the agreements, which are filed as exhibits hereto. The agreements contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations, and it should not be relied upon as constituting a description of the state of affairs of any of the parties thereto or their affiliates. The representations and other provisions of the agreements speak only as of the dates specified therein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the capital lease obligation created by the sale-leaseback transaction included in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits

10.1		Spinnaker Exploration Company Executive Change in Control Severance Plan
10.2		Spinnaker Exploration Company Employee Change in Control Severance Plan

10.1

Participation Agreement among Spinnaker FR Spar Co., L.L.C. (as Lessee), Spinnaker Exploration Company, L.L.C. (as Guarantor), Banc of America Leasing & Capital, LLC (as Owner Participant), Spinnaker Front Runner Statutory Trust 2005-1 (as Lessor), Societe Generale Financial Corporation (as Loan Participant), Wells Fargo Bank Northwest, National Association (solely as Indenture Trustee) and Wilmington Trust Company (solely as Lessor Trustee) dated as of June 17, 2005 and effective July 21, 2005

10.2

Production Platform Lease Agreement 2005-1 dated as of June 17, 2005 between Spinnaker Front Runner Statutory Trust 2005-1 (as Lessor) and Spinnaker FR Spar Co., L.L.C. (as Lessee) and effective July 21, 2005

10.3

Lease Supplement No. 1 dated as of July 20, 2005 between Spinnaker Front Runner Statutory Trust 2005-1 (as Lessor) and Spinnaker FR Spar Co., L.L.C.

10.4

Guaranty (Spinnaker Front Runner Statutory Trust 2005-1) dated as of June 17, 2005 issued by Spinnaker Exploration Company, L.L.C. and effective July 21, 2005

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.

	SPINNAKER EXPLORATION COMPANY
Date: June 3, 2005	By:	/s/ JEFFREY C. ZARUBA
Date: July 27, 2005	By:	/s/ ROBERT M. SNELL
	Name:	~~Jeffrey~~Robert CM. ~~Zaruba~~Snell
	Title:	Vice President, ~~Treasurer~~Chief ~~and~~Financial ~~Assistant~~Officer and Secretary

EXHIBIT INDEX

Exhibit No.		Description
10.1		Participation Agreement among Spinnaker FR Spar Co., L.L.C. (as Lessee), Spinnaker Exploration Company, ~~Executive~~L.L.C. ~~Change~~(as inGuarantor), ~~Control~~Banc ~~Severance~~of ~~Plan~~America Leasing & Capital, LLC (as Owner Participant), Spinnaker Front Runner Statutory Trust 2005-1 (as Lessor), Societe Generale Financial Corporation (as Loan Participant), Wells Fargo Bank Northwest, National Association (solely as Indenture Trustee) and Wilmington Trust Company (solely as Lessor Trustee) dated as of June 17, 2005 and effective July 21, 2005
10.2		Production Platform Lease Agreement 2005-1 dated as of June 17, 2005 between Spinnaker ~~Exploration~~Front ~~Company~~Runner ~~Employee~~Statutory ~~Change~~Trust in2005-1 ~~Control~~(as ~~Severance~~Lessor) ~~Plan~~and Spinnaker FR Spar Co., L.L.C. (as Lessee) and effective July 21, 2005
10.3		Lease Supplement No. 1 dated as of July 20, 2005 between Spinnaker Front Runner Statutory Trust 2005-1 (as Lessor) and Spinnaker FR Spar Co., L.L.C.
10.4		Guaranty (Spinnaker Front Runner Statutory Trust 2005-1) dated as of June 17, 2005 issued by Spinnaker Exploration Company, L.L.C. and effective July 21, 2005

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