EXHIBIT 4.6

                               FIRST AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT





                                     between


                           EDGE PETROLEUM CORPORATION

                                       and

                       EDGE PETROLEUM EXPLORATION COMPANY,


                                       and


                       THE FIRST NATIONAL BANK OF CHICAGO,
                              AS AGENT AND A LENDER

                                       AND

                       THE OTHER LENDERS SIGNATORY HERETO





                                 Effective as of
                                  March 1, 1999


<PAGE>


TABLE OF CONTENTS
                                                                          PAGE
ARTICLE I.        DEFINITIONS      ....................................     1
      1.01        Terms Defined Above  ................................     1
      1.02        Terms Defined in Agreement...........................     2
      1.03        References   ........................................     2
      1.04        Articles and Sections ...............................     2
      1.05        Number and Gender ...................................     2
ARTICLE II.       WAIVERS  ............................................     2
      2.01        Waiver       ........................................     2
      2.02        Limitation on Waiver   ..............................     2
ARTICLE III.      AMENDMENTS    .......................................     3
      3.01         Amendment of Section 1.2  ..........................     3
      3.02         Amendment of Section 2.1(a)   ......................     4
      3.03         Addition of Section 2.5(a)   .......................     4
      3.04         Amendment of Section 2.9(a  ........................     5
      3.05         Amendment of Section 2.26  .........................     5
      3.06         Amendment of Section 5.2  ..........................     5
      3.07         Amendment of Section 9.3(a)  .......................     6
      3.08         Amendment of Section 6.14 ..........................     6
      3.09         Deletion of Section 6.15 and 6.16  .................     6
      3.10         Addition of Section 6.17    ........................     6
      3.12         Global Deletion of EBIT           ..................     6
      3.13         Global Deletion of Index Rate     ..................     7
      3.14         Global Deletion of Compass Bank  ...................     7
ARTICLE IV.       CONDITIONS     ......................................     7
      4.01        Receipt of Documents    .............................     7
      4.02        Accuracy of Representations and Warranties  .........     7
      4.03        Matters Satisfactory to Agent and the Lender  .......     7
ARTICLE V.        REPRESENTATIONS AND WARRANTIES     ..................     7
ARTICLE VI.       RATIFICATION ........................................     8
ARTICLE VII.      MISCELLANEOUS  ......................................     8
      7.01        Scope of Amendment ..................................     8
      7.02        Agreement as Amended ................................     8
      7.03        Parties in Interest .................................     8
      7.04        Rights of Third Parties .............................     8
      7.05        ENTIRE AGREEMENT  ...................................     8
      7.06        GOVERNING LAW    ....................................     9
      7.07        JURISDICTION AND VENUE   ............................     9

LIST OF EXHIBITS
EXHIBIT I         -        Form of Promissory Note
EXHIBIT II        -        Form of Borrowing Request
EXHIBIT III       -        Form of Compliance Certificate
EXHIBIT IV        -        Form of Borrowing Base Utilization Certificate

                                       2
<PAGE>
                             FIRST AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


                  This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT  AGREEMENT
(this "First Amendment") is made and entered into effective as of March 1, 1999,
between EDGE PETROLEUM CORPORATION,  a Delaware corporation,  and EDGE PETROLEUM
EXPLORATION COMPANY, a Delaware corporation  (collectively,  the "Borrower", but
with such entities  constituting the Borrower being jointly and severally liable
for the Obligations and each reference  herein to the Borrower being  applicable
to each of such  entities) and THE FIRST  NATIONAL  BANK OF CHICAGO,  a national
banking  association  ("First  Chicago"),  and each other  lender that becomes a
signatory  hereto as provided in Section 9.1 (First  Chicago and each such other
lender,  together with its successors  and assigns,  individually a "Lender" and
collectively,  the  "Lenders"),  and First  Chicago,  as agent  for the  Lenders
pursuant to the terms hereof (in such capacity,  together with its successors in
such capacity pursuant to the terms hereof, (the "Agent").

                              W I T N E S S E T H:

                  WHEREAS,  the above named  parties  together with Compass Bank
did execute and  exchange  counterparts  of that  certain  Amended and  Restated
Credit  Agreement dated April 1, 1998 (the  "Agreement"),  to which reference is
here made for all purposes;

                  WHEREAS, Compass Bank assigned its interest to First Chicago
on September 29, 1998;

                  WHEREAS,  the  parties  subject  to and bound by the Agreement
are  desirous  of  amending  the Agreement in the particulars hereinafter set
forth;

                  NOW,  THEREFORE,  in consideration of the mutual covenants and
agreements of the parties to the Agreement, as set forth therein, and the mutual
covenants  and  agreements  of the  parties  hereto,  as set forth in this First
Amendment, the parties hereto agree as follows:


                                   ARTICLE I.
                                   DEFINITIONS

                  1.01 Terms Defined  Above.  As used herein,  each of the terms
"Agent,"  "Agreement,"  "Borrower,"  "First  Amendment,"  "First  Chicago,"  and
"Lender" or "Lenders" shall have the meaning assigned to such term hereinabove.

                  1.02 Terms  Defined in  Agreement.  As used herein,  each term
defined  in the  Agreement  shall  have  the  meaning  assigned  thereto  in the
Agreement, unless expressly provided herein to the contrary.

                  1.03 References. References in this First Amendment to Article
or Section  numbers  shall be to Articles and Sections of this First  Amendment,
unless  expressly  stated  herein  to the  contrary.  References  in this  First
Amendment to "hereby," "herein,"  "hereinafter,"  "hereinabove,"  "hereinbelow,"
"hereof," and  "hereunder"  shall be to this First Amendment in its entirety and
not only to the particular Article or Section in which such reference appears.

                  1.04  Articles  and  Sections.   This  First  Amendment,   for
convenience  only,  has  been  divided  into  Articles  and  Sections  and it is
understood  that  the  rights,  powers,  privileges,  duties,  and  other  legal
relations of the parties hereto shall be determined from this First Amendment as
an entirety and without  regard to such  division into Articles and Sections and
without regard to headings prefixed to such Articles and Sections.

                                      2
<PAGE>

                  1.05  Number  and  Gender.   Whenever  the  context  requires,
reference  herein made to the single  number shall be  understood to include the
plural and  likewise  the plural shall be  understood  to include the  singular.
Words  denoting sex shall be construed to include the masculine,  feminine,  and
neuter,  when such construction is appropriate,  and specific  enumeration shall
not exclude the general,  but shall be construed as  cumulative.  Definitions of
terms  defined in the  singular and plural  shall be equally  applicable  to the
plural or singular, as the case may be.

                                   ARTICLE II.
                                     WAIVERS

                  . The Agent and Lender  hereby  waives any Default or Event of
Default  arising under the  Agreement or any other Loan  Document  solely as the
result of the breach of Sections  6.15 and 6.16 as a one-time  waiver and refers
only to the breach  which was made as of December  31,  1998.  Furthermore,  the
Agent and the Lender  hereby  waives any right to exercise any remedy  available
under  the  provisions  of any of the Loan  Documents  solely as a result of any
Default or Event of Default hereinabove waived.

                  2.02  Limitation on Waiver.  The scope of the waiver set forth
in  Section  2.1 is  expressly  limited  to its terms and does not extend to any
other or future  breaches,  Defaults,  violations or Events of Default under the
Agreement or any other Loan Document.


                                  ARTICLE III.
                                   AMENDMENTS

The  Borrower  and the  Lender  hereby  amend  the  Agreement  in the  following
particulars:

3.01    Amendment of Section 1.2   Section 1.2 of the Agreement is hereby
amended as follows:

The following definitions are added or amended to read as follows:

    "Applicable Margin" shall mean as to each LIBO Rate Loan, the following:

          Borrowing Base            LIBO Rate Loan         LIBO Rate Loan
           Utilization            Applicable Margin      Applicable Margin
                                  (while Tranche B     (without Tranche B)
                                   is outstanding)

       equal to or greater     two and three-fourths    two and one-fourth
       than 75% of              percent (2-3/4%)        percent (2-1/4%)
       Borrowing Base

       less than 75% but greater two and three-fourths      two percent (2%)
       than 50% of Borrowing percent (2-3/4%)
       Base

       less than or equal to       two and three-fourths  one and three-fourths
       50% of Borrowing Base percent     (2-3/4%)           percent (1-3/4%),

                  with the Borrowing Base Utilization and the corresponding LIBO
                  Rate being set at the close of each  calendar  quarter for the
                  next  calendar  quarter.  The  Borrower  shall  furnish to the
                  Agent,  within  five  (5)  days of the  end of  each  calendar
                  quarter,    a   Borrowing   Base   Utilization    Certificate,
                  substantially  in the  form  attached  as  Exhibit  IV to this
                  Agreement,   which  shall   stipulate   the   Borrowing   Base
                  Utilization level at the end of such quarter."

                                      3
<PAGE>

                  "Base  Rate"  shall  mean  the  interest  rate   announced  or
                  published  by the  Lender  from  time to  time as its  general
                  reference rate of interest,  which Base Rate shall change upon
                  any change in such  announced or published  general  reference
                  interest  rate  and  which  Base  Rate  may not be the  lowest
                  interest rate charged by the Lender.

                  "Commitment Amount" shall mean 100% as to First Chicago.

                  "EBITDA"  shall mean,  annualized  on a quarterly  basis,  Net
                  Income for such period,  plus  Interest  Expense,  federal and
                  state  income  taxes,  depreciation,  amortization,  and other
                  non-cash expenses,  including  non-cash unearned  compensation
                  expenses for such period deducted in the  determination of Net
                  Income for such period.

                  "Engineering  Fee" shall mean each fee payable to the Agent by
                  the Borrower pursuant to Section 2.26.

                  "Floating Rate" shall mean an interest rate per annum equal to
                  the Base  Rate  from  time to time in  effect,  plus  one-half
                  percent  (1/2%) so long as Tranche B is  outstanding  and Base
                  Rate when  Tranche  B has been  paid in full,  but in no event
                  exceeding the Highest Lawful Rate.

                  "Tranche A" shall mean the currently  existing  revolving line
                  of credit with a Borrowing Base of $9,000,000.

                  "Tranche B" shall mean a Loan of $3,000,000 with a maturity of
August 31, 1999.

                  3.02      Amendment  of Section  2.1(a).  Section  2.1(a) of
the  Agreement is amended to add the following sentence:

                  "2.1  Revolving  Line of  Credit.  (a)..........  The  Loans
made  under  this Section 2.1 are Tranche A Loans."

                  3.03      Addition  of  Section  2.5(a).  Section  2.5(a)
shall  be added  to the  Agreement  as follows:

                  "2.5(a)  Tranche  B  Loans.  Tranche  B is in  the  amount  of
                  $3,000,000. Accrued and unpaid interest on the Tranche B Loans
                  shall  bear  interest  at the same rate as Tranche A Loans and
                  shall be payable  on the same  dates as  Tranche A Loans.  The
                  Borrower  shall pay to the Lender 75% of the  proceeds  of all
                  sales of Oil and Gas  Properties  to  permanently  reduce  the
                  Tranche B Loan and such payments shall be made on the date the
                  sales of such Oil and Gas  Properties  are made.  In addition,
                  any cash proceeds from the sale of equity,  other refinancings
                  and other non-core asset sales will be required to permanently
                  reduce  outstandings  under  Tranche B Loans.  All accrued and
                  unpaid  interest and all principal then due and owing shall be
                  due and payable on August 31, 1999."

                  3.04      Amendment  of Section  2.9(a).  Section  2.9(a) of
the  Agreement is amended to read as follows:

                  "2.9 Borrowing Base  Determinations.  (a).The  Borrowing Base
                   as of the date of this First  Amendment  is  acknowledged  by
                  the  Borrower  and the Lender to be $9,000,000.  Commencing on
                  May 1, 1999, and continuing  thereafter on the first day of
                  each calendar month until the date such amount is redetermined
                  or the Commitment Termination Date, the Scheduled Reduction
                  Amount shall be $400,000."

                                       4
<PAGE>

                  3.05      Amendment  of Section  2.26.  Section  2.26 shall be
                  added to the  Agreement to read as follows:

                  "2.26  Engineering Fee. In addition to interest on the Note as
                  provided  herein  and all  other  fees  payable  under  and to
                  compensate the Agent for the costs of evaluating the Mortgaged
                  Properties  and  reviewing the Reserve  Reports,  the Borrower
                  shall pay to the Agent, in immediately available funds, on the
                  date  of  each  redetermination  of  the  Borrowing  Base,  an
                  engineering fee in the amount of $2,500."

                  3.06      Amendment  of  Section  5.2.  Section  5.2(a) of the
                   Agreement  is  amended to read as follows:

                  5.2 Monthly  Financial  Statements;  Compliance  Certificates.
                  Commencing  with the  fiscal  month  beginning  April 1, 1999,
                  deliver  to the Agent and each  Lender,  (a) on or before  the
                  30th day after the close of each monthly period of each fiscal
                  year of the Borrower, a copy of the unaudited consolidated and
                  consolidating  Financial  Statements  of the  Borrower and its
                  consolidated  Subsidiaries  as at the  close  of such  monthly
                  period and from the  beginning  of such fiscal year to the end
                  of such period, such Financial Statements to be certified by a
                  Responsible Officer of the Borrower as having been prepared in
                  accordance  with  GAAP  consistently  applied  and  as a  fair
                  presentation  of the  condition  of the  Borrower,  subject to
                  changes resulting from normal year-end audit adjustments,  and
                  (b) on or before the 30th day after the close of each  monthly
                  period  and on or before the 120th day after the close of each
                  fiscal year, a Compliance  Certificate  in the form of Exhibit
                  III hereto signed by a Responsible Officer of the Borrower."

                  3.07      Amendment  of Section  9.3(a).  Section  9.3(a) of
                  the  Agreement is amended to read as follows:

                  "9.3 Notices and Other Communications.

                  (a)      if to Agent or First Chicago in its capacity as a
                           Lender:

                           The First National Bank of Chicago
                           One First National Plaza
                           10th Floor, Suite 0634
                           Chicago, Illinois 60670-0634
                           Attention: John Bierne
                           Telecopy: (312) 732-4840

                  (b)      with a copy to:

                           The First National Bank of Chicago/
                           Bank One, Texas, N.A.
                           910 Travis Street
                           Houston, Texas 77002
                           Attention: Jeff Dalton, Energy Group, 6th Floor
                           Telecopy: (713) 751-7894

                  3.08      Amendment  of  Section  6.14.  Section  6.14 of the
Agreement  is  amended  to read as follows:

                                       5

                  "6.14 Tangible Net Worth.  Permit Tangible Net Worth as of the
                  close of any fiscal quarter of Edge  Petroleum  Corporation to
                  be less than 90% of the  Tangible Net Worth as of December 31,
                  1998,  plus  50% of  positive  Net  Income  and  100% of other
                  increases in equity for all fiscal quarters ending  subsequent
                  to December 31, 1998."

                  3.09      Deletion of Section  6.15 and 6.16.  Section  6.15
Cash Flow  Coverage and Section 6.16 EBIT to Interest Expense Ratio are hereby
deleted from the Agreement.

                  3.10      Addition of Section 6.17.  Section 6.17 is added to
the Agreement to read as follows:

                  "6.17 Fixed Charge  Coverage.  Permit,  as of the close of any
                  fiscal  quarter  beginning  June 30, 1999,  of Edge  Petroleum
                  Corporation,  the ratio of  annualized  EBITDA  to  annualized
                  Interest Expense, plus 50% of quarter end loan outstandings to
                  be less than 1.25 to 1.00."

                  3.11  Amendment of Exhibits to Agreement.  (a) Exhibit I, i.e.
the Form of Promissory  Note,  is replaced by Exhibit I attached  hereto and the
Promissory Note payable to Compass Bank is hereby deleted;  (b) Exhibit II, i.e.
the Form of Borrowing  Request,  is replaced by Exhibit II attached hereto;  (c)
Exhibit III, i.e. the Form of Compliance Certificate, is replaced by Exhibit III
attached hereto; and (d) Exhibit IV, i.e. the Form of Borrowing Base Utilization
Certificate, is replaced by Exhibit IV attached hereto.

                  3.12 Global  Deletion of EBIT. The term "EBIT" is deleted from
the Agreement and in its place is substituted the term "EBITDA".

                  3.13 Global  Deletion of Index Rate.  The term "Index Rate" is
deleted from the Agreement and in its place is substituted the term "Base Rate".

                  3.14      Global  Deletion  of  Compass  Bank.  The  term
"Compass  Bank"  is  deleted  from the Agreement.


                                   ARTICLE IV.
                                   CONDITIONS

                  The  obligation  of the  Agent  and the  Lender  to amend  the
Agreement  as provided  herein is subject to the  fulfillment  of the  following
conditions precedent:

                  4.01 Receipt of  Documents.  The Lender  shall have  received,
reviewed,  and approved the following  documents and other items,  appropriately
executed when necessary and in form and substance satisfactory to the Lender:

                  (a) multiple  counterparts  of this First  Amendment  and the
                  Note,  as requested by the Agent;

                  (b) Notice of Final Agreement; and

                  (c) such  other  agreements,  documents,  items,  instruments,
                  opinions, certificates, waivers, consents, and evidence as the
                  Lender may reasonably request.

                  4.02  Accuracy  of   Representations   and   Warranties.   The
representations and warranties contained in Article IV of the Agreement and this
First Amendment shall be true and correct.

                  4.03 Matters Satisfactory to Agent and the Lender. All matters
incident to the  consummation of the transactions  contemplated  hereby shall be
satisfactory to the Agent and the Lender.

                                       6
<PAGE>

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

                  The Borrower hereby expressly re-makes,  in favor of the Agent
and the Lender, all of the  representations  and warranties set forth in Article
IV of the Agreement,  and represents and warrants that all such  representations
and warranties remain true and unbreached.

                                   ARTICLE VI.
                                  RATIFICATION

                  Each of the  parties  hereto does hereby  adopt,  ratify,  and
confirm the Agreement and the other Loan Documents,  in all things in accordance
with the terms and provisions thereof, as amended by this First Amendment.

                                  ARTICLE VII.
                                  MISCELLANEOUS

                  7.01 Scope of Amendment.  The scope of this First Amendment is
expressly limited to the matters addressed herein and this First Amendment shall
not operate as a waiver of any past,  present,  or future  breach,  Default,  or
Event of Default  under the  Agreement,  except to the extent,  if any, that any
such  breach,  Default,  or Event of Default is  remedied  by the effect of this
First Amendment.

                  7.02 Agreement as Amended.  All references to the Agreement in
any  document   heretofore  or  hereafter   executed  in  connection   with  the
transactions  contemplated  in the  Agreement  shall be  deemed  to refer to the
Agreement as amended by this First Amendment.

                  7.03  Parties  in  Interest.  All  provisions  of  this  First
Amendment  shall be binding upon and shall inure to the benefit of the Borrower,
the Lender and their respective successors and assigns.

                  7.04  Rights  of Third  Parties.  All  provisions  herein  are
imposed solely and  exclusively  for the benefit of the Lender and the Borrower,
and no  other  Person  shall  have  standing  to  require  satisfaction  of such
provisions in accordance  with their terms and any or all of such provisions may
be freely  waived  in whole or in part by the  Lender at any time if in its sole
discretion it deems it advisable to do so.

                  7.05 ENTIRE  AGREEMENT.  THIS FIRST AMENDMENT  CONSTITUTES THE
ENTIRE  AGREEMENT  BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF
AND  SUPERSEDES  ANY PRIOR  AGREEMENT,  WHETHER  WRITTEN OR ORAL,  BETWEEN  SUCH
PARTIES  REGARDING THE SUBJECT  HEREOF.  FURTHERMORE IN THIS REGARD,  THIS FIRST
AMENDMENT,  THE  AGREEMENT,  THE NOTE, THE SECURITY  INSTRUMENTS,  AND THE OTHER
WRITTEN DOCUMENTS REFERRED TO IN THE AGREEMENT OR EXECUTED IN CONNECTION WITH OR
AS SECURITY FOR THE NOTE REPRESENT,  COLLECTIVELY, THE FINAL AGREEMENT AMONG THE
PARTIES   THERETO   AND  MAY  NOT  BE   CONTRADICTED   BY   EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

                  7.06  GOVERNING LAW. THIS FIRST  AMENDMENT,  THE AGREEMENT AND
THE NOTE SHALL BE DEEMED TO BE  CONTRACTS  MADE UNDER AND SHALL BE  CONSTRUED IN
ACCORDANCE  WITH AND  GOVERNED  BY THE LAWS OF THE STATE OF TEXAS.  THE  PARTIES
ACKNOWLEDGE  AND AGREE  THAT THIS  AGREEMENT  AND THE NOTE AND THE  TRANSACTIONS
CONTEMPLATED HEREBY BEAR A NORMAL,  REASONABLE,  AND SUBSTANTIAL RELATIONSHIP TO
THE STATE OF TEXAS.

                  7.07  JURISDICTION  AND VENUE. ALL ACTIONS OR PROCEEDINGS WITH
RESPECT TO, ARISING  DIRECTLY OR INDIRECTLY IN CONNECTION  WITH, OUT OF, RELATED
TO, OR FROM THIS FIRST  AMENDMENT,  THE AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY
BE  LITIGATED  IN COURTS  HAVING  SITUS IN  HARRIS  COUNTY,  TEXAS.  EACH OF THE
BORROWER AND THE LENDER HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL,  STATE,
OR FEDERAL COURT LOCATED IN HARRIS COUNTY,  TEXAS,  AND HEREBY WAIVES ANY RIGHTS
IT MAY HAVE TO TRANSFER OR CHANGE THE  JURISDICTION  OR VENUE OF ANY  LITIGATION
BROUGHT  AGAINST  IT BY THE  BORROWER  OR THE  LENDER  IN  ACCORDANCE  WITH THIS
SECTION.

                                       8
<PAGE>

                  IN WITNESS  WHEREOF,  this First Amendment to Credit Agreement
is executed effective the date first hereinabove written.

                                                 BORROWER:

                                                 EDGE PETROLEUM CORPORATION


                                                 By:    /S/ Michael G. Long
                                                        ---------------------
                                                            Michael G. Long
                                                         Chief Financial Officer

                                                 EDGE PETROLEUM EXPLORATION
                                                 COMPANY


                                                 By:    /S/ Michael G. Long
                                                        ---------------------
                                                           Michael G. Long
                                                        Chief Financial Officer

                                             LENDER AND AGENT:

                                             THE FIRST NATIONAL BANK OF CHICAGO



                                               By:   /S/ Ronald L. Dierker
                                                       ----------------------
                                                         Ronald L. Dierker
                                                         Vice President
                                       9
<PAGE>

                                    EXHIBIT I

                                 [FORM OF NOTE]

                                 PROMISSORY NOTE

 $100,000,000                    Houston, Texas                   March 1, 1999



                   FOR  VALUE  RECEIVED  and  WITHOUT  GRACE,   the  undersigned
("Maker", whether one or more, and if more than one, with the obligation of such
parties  hereunder  being joint and several in all respects)  promises to pay to
the order of THE FIRST  NATIONAL  BANK OF CHICAGO  ("Payee"),  at the  principal
banking quarters of The First National Bank of Chicago in Chicago,  Cook County,
Illinois,  the sum of ONE HUNDRED  MILLION  DOLLARS  ($100,000,000),  or so much
thereof  as may be  advanced  against  this Note  pursuant  to the  Amended  and
Restated Credit Agreement dated April 1, 1998 by and between Maker and Payee and
others (as amended,  supplemented,  restated or otherwise  modified from time to
time,  the  "Credit  Agreement"),  together  with  interest  at  the  rates  and
calculated as provided in the Credit Agreement.

                   Reference is hereby made to the Credit  Agreement for matters
governed  thereby,  including,  without  limitation,  certain  events which will
entitle  the  holder  hereof to  accelerate  the  maturity  of all  amounts  due
hereunder.  Capitalized  terms used but not  defined in this Note shall have the
respective meanings assigned to such terms in the Credit Agreement.

                   This Note is issued  pursuant to, is a "Note"  under,  and is
payable  as  provided  in the  Credit  Agreement.  Subject  to  compliance  with
applicable  provisions  of the Credit  Agreement,  Maker may at any time pay the
full amount or any part of this Note  without the payment of any premium or fee,
but such payment shall not, until this Note is fully paid and satisfied,  excuse
the payment as it becomes due of any  payment on this Note  provided  for in the
Credit Agreement.

                   Without  being  limited  thereto  or  thereby,  this  Note is
secured by the Security Instruments.

                   This  Note  is  given  in  part in  renewal,  extension,  and
modification,  but not in discharge or novation, of that certain Promissory Note
dated July 11, 1995 in the face amount of up to  $20,000,000  made by Edge Joint
Venture II, predecessor to Edge Petroleum  Exploration  Company,  and payable to
Compass Bank and  Promissory  Note dated April 1, 1998, in the face amount of up
to $25,000,000 made by Edge Petroleum Corporation and Edge Petroleum Exploration
Corporation and payable to The First National Bank of Chicago.

                   THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE
STATE OF  TEXAS,  WITHOUT  GIVING  EFFECT  TO  PRINCIPLES  THEREOF  RELATING  TO
CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT VERNON'S TEXAS CIVIL STATUTES, ARTICLE
5069,  CHAPTER 15 (WHICH  REGULATES  CERTAIN  REVOLVING CREDIT LOAN ACCOUNTS AND
REVOLVING TRIPARTY ACCOUNTS) SHALL NOT APPLY TO THIS NOTE.

                                               MAKER:

                                              EDGE PETROLEUM CORPORATION


                                              By:  /S/ Michael G. Long
                                                   ----------------------
                                                       Michael G. Long
                                                       Chief Financial Officer


                                              EDGE PETROLEUM EXPLORATION COMPANY



                                              By:  /S/ Michael G. Long
                                                   ----------------------
                                                       Michael G. Long
                                                   Chief Financial Officer


<PAGE>

                                   EXHIBIT II

                           [FORM OF BORROWING REQUEST]


                           -----------------, -------



The First National Bank of Chicago
One First National Plaza
Floor 10, Suite 0634
Chicago, Illinois 60670
Attention: Kathy Murphy

         Re:      Amended and  Restated  Credit  Agreement  dated as of April 1,
                  1998, as amended by First Amendment dated as of March 1, 1999,
                  by and among Edge  Petroleum  Corporation  and Edge  Petroleum
                  Exploration  Company, as Borrower,  The First National Bank of
                  Chicago,  as Agent and a Lender,  and the  additional  Lenders
                  party  thereto  from time to time (as  amended,  supplemented,
                  restated or otherwise  modified from time to time, the "Credit
                  Agreement")

Ladies and Gentlemen:

                  Pursuant to the Credit  Agreement,  the Borrower  hereby makes
the requests indicated below:


[ ]       1.      Loans

         (a)      Amount of new Loan: $

         (b)      Requested funding date:            , 19

         (c)      $                 of such Loan is to be a Floating Rate Loan;

                  $________________ of such Loan is to be a LIBO Rate Loan.

         (d)      Requested Interest Period for LIBO Rate Loan: ____ months.


[ }       2.      Continuation or conversion of LIBO Rate Loan maturing on :

         (a)      Amount to be continued as a LIBO Rate Loan is $__________,
                  with an Interest Period of months;

         (b)      Amount to be converted to a Floating Rate Loan is $_________;
                  and

[ ]      3.       Conversion of Floating Rate Loan:

         (a)      Requested conversion date:_______, 19_____.

         (b)      Amount to be converted to a LIBO Rate Loan is $____________ ,
                  with an Interest Period of _____ months.

                  The  undersigned  certifies  that  [s]he  is  the  [ ] of  the
Borrower,  has obtained all consents necessary,  and as such [s]he is authorized
to execute  this  request on behalf of the  Borrower.  The  undersigned  further
certifies,  represents, and warrants on behalf of the Borrower that the Borrower
is entitled to receive the  requested  borrowing,  continuation,  or  conversion
under the terms and conditions of the Credit Agreement.

                  Each  capitalized  term used but not defined herein shall have
the meaning assigned to such term in the Credit Agreement.

                                                 Very truly yours,

                                                 EDGE PETROLEUM CORPORATION



                                                 By:________________________
                                                 Printed Name:______________
                                                 Title:_____________________


                                                 EDGE PETROLEUM EXPLORATION
                                                 COMPANY


                                                 By:________________________
                                                 Printed Name:______________
                                                 Title:_____________________



<PAGE>
                                   EXHIBIT III

                        [FORM OF COMPLIANCE CERTIFICATE]

                                ________, 19____

The First National Bank of Chicago
910 Travis
Houston, Texas  77002
Attention: Energy Group, 6th Floor

         Re:      Amended and  Restated  Credit  Agreement  dated as of April 1,
                  1998, as amended by First Amendment dated as of March 1, 1999,
                  by and among Edge  Petroleum  Corporation  and Edge  Petroleum
                  Exploration  Company, as Borrower,  The First National Bank of
                  Chicago,  as Agent and a Lender,  and the  additional  Lenders
                  party  thereto  from time to time (as  amended,  supplemented,
                  restated or otherwise  modified from time to time, the "Credit
                  Agreement")

Ladies and Gentlemen:

                  Pursuant to applicable  requirements of the Credit  Agreement,
the undersigned,  as a Responsible Officer of the Borrower hereby certify to you
the following  information  as true and correct as of the date hereof or for the
period indicated, as the case may be:

         [1. To the best of the  knowledge  of the  undersigned, no Default
         or Event of Default  exists as of the date hereof or has occurred since
         the date of our previous certification to you, if any.]

         [1. To the best of the  knowledge  of the  undersigned,  the  following
         Defaults  or  Events  of  Default  exist as of the date  hereof or have
         occurred since the date of our previous  certification  to you, if any,
         and the  actions  set  forth  below  are  being  taken to  remedy  such
         circumstances:]

         2. The  compliance of the Borrower with the financial  covenants of the
         Credit Agreement,  as of the close of business on , is evidenced by the
         following:

         [Set forth in reasonable detail the calculations  required to establish
         that Borrower was in compliance with the following Sections].

         (a) Section 6.14  Tangible Net Worth.  Permit  Tangible Net Worth as of
         the close of any fiscal  quarter of Edge  Petroleum  Corporation  to be
         less than 90% of the Tangible  Net Worth as of December 31, 1998,  plus
         50% of positive  Net Income and 100% of other  increases  in equity for
         all fiscal quarters ending subsequent to December 31, 1998.

                  Required                                  Actual
                  --------                                  ------
                  Required as of the last quarter,  Plus 100% of equity  raised,
                  Plus 50% of Net Income equals  current  Required  Tangible Net
                  Worth

         (b)      Section 6.17 Fixed Charge Coverage. Permit, as of the close of
                  any fiscal quarter of Edge Petroleum Corporation, the ratio of
                  EBITDA  to  Interest  Expense,  plus 50% of  quarter  end loan
                  outstandings to be less than 1.25 to 1.00.

                                                            Actual
                                                            ------
         3. No Material Adverse Effect has occurred since the date of the
            Financial Statements dated as of_________.

                  Each  capitalized  term used but not defined herein shall have
the meaning assigned to such term in the Credit Agreement.

                                            Very truly yours,

                                            EDGE PETROLEUM CORPORATION


                                            By:
                                            Printed Name:
                                            Title:


                                            EDGE PETROLEUM EXPLORATION
                                            COMPANY


                                            By:
                                            Printed Name:
                                            Title:


<PAGE>
                                EXHIBIT IV

                [FORM OF BORROWING BASE UTILIZATION CERTIFICATE]



The First National Bank of Chicago
910 Travis
Houston, Texas  77002
Attention: Energy Group, 6th Floor

         Re:      Amended and  Restated  Credit  Agreement  dated as of April 1,
                  1998, as amended by First Amendment dated as of March 1, 1999,
                  by and among Edge  Petroleum  Corporation  and Edge  Petroleum
                  Exploration  Company, as Borrower,  The First National Bank of
                  Chicago,  as Agent and a Lender,  and the  additional  Lenders
                  party  thereto  from time to time (as  amended,  supplemented,
                  restated or otherwise  modified from time to time, the "Credit
                  Agreement")

Ladies and Gentlemen:

         Pursuant  to  applicable  requirements  of the  Credit  Agreement,  the
undersigned, as a Responsible Officer of the Borrower, hereby certify to you the
following  information  as true and  correct  as of the date  hereof  or for the
period indicated, as the case may be:

         To  the  best  knowledge  of  the   undersigned,   the  Borrowing  Base
Utilization,  as described  in the  definition  of  Applicable  Margin,  for the
quarter  ending  __________,  19__,  was as  follows,  and the  LIBO  Rate  Loan
Applicable Margin for the following quarter is as follows:

     Borrowing Base              LIBO Rate Loan             LIBO Rate Loan
      Utilization               Applicable Margin          Applicable Margin
                               (while Tranche B            (without Tranche B)
                                is outstanding)

  equal to or greater        two and three-fourths          two and one-fourth
  than 75% of                percent (2-3/4%)                 percent (2-1/4%)
  Borrowing Base

  less than 75% but greater   two and three-fourths          two percent (2%)
  than 50% of Borrowing         percent (2-3/4%)
  Base

 less than or equal to        two and three-fourths        one and three-fourths
 50% of Borrowing Base          percent (2-3/4%)              percent (1-3/4%)

                 [only one of the above categories to be shown]



<PAGE>

         To  the  best  knowledge  of  the   undersigned,   the  Borrowing  Base
Utilization  for the quarter  ending  __________,  19__,  was as follows and the
Commitment  Fee, as described in Section  2.10 of the Credit  Agreement  for the
following quarter is as follows:

                  Borrowing Base
                   Utilization                      Commitment Fee
                  --------------                -----------------------
                  greater than 50%              one-half percent (1/2%)
                  of Borrowing Base

                  less than or equal to 50%   three-eighths percent (3/8%)
                  of Borrowing Base

                 [only one of the above categories to be shown]

         Each  capitalized  term  used but not  defined  herein  shall  have the
meaning assigned to such term in the Credit Agreement.

                                                    Very truly yours,

                                                    EDGE PETROLEUM CORPORATION



                                                    By:_______________________

                                                    Printed Name:_____________

                                                    Title:____________________


                                                    EDGE PETROLEUM EXPLORATION
                                                    COMPANY

                                                    By:_______________________

                                                    Printed Name:_____________

                                                    Title:____________________