EXHIBIT 4.4


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                                                                     EXHIBIT 4.4

              AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT
                            OF LIMITED PARTNERSHIP OF
                         HALLWOOD ENERGY PARTNERS, L.P.


         This  Amendment   ("Amendment")  to  the  Third  Amended  and  Restated
Agreement of Limited  Partnership (the "Agreement") of Hallwood Energy Partners,
L.P. (the  "Partnership"),  is executed as of November 26, 1996, by The Hallwood
Group Incorporated,  a Delaware corporation,  as the outgoing general partner of
the  Partnership  on behalf of itself and the Limited  Partners on the books and
records of the Partnership,  pursuant to the powers of attorney executed by such
Limited  Partners,  and by HEPGP  Ltd.,  the  incoming  general  partner  of the
Partnership.

         WHEREAS,   the  Third   Amended  and  Restated   Agreement  of  Limited
Partnership of Hallwood Energy  Partners,  L.P. was entered into on May 9, 1990,
with Hallwood Energy Corporation as the sole general partner.

         WHEREAS, Hallwood Energy Corporation was merged into The Hallwood Group
Incorporated effective November 26, 1996;

         WHEREAS,  pursuant to Sections  11.2(b) and 12.3 of the Agreement,  The
Hallwood Group Incorporated assumed the rights and duties of the General Partner
as a result of its merger with Hallwood Energy Corporation;

         WHEREAS, the General Partner has determined that the Agreement permits,
and that it is in the best interest of the Partnership to effect,  the Amendment
of the Partnership to authorize the transfer of the general partner  interest to
a limited  partnership  100% of the  interest of which is owned by The  Hallwood
Group Incorporated;

         WHEREAS, the General Partner has determined that the Agreement permits,
and that it is in the best interest of the  Partnership to effect,  the transfer
of the general  partner  interest in the  Partnership  to HEPGP Ltd.,  a limited
partnership  100% of the  interest  of  which is  owned  by The  Hallwood  Group
Incorporated,  with the effect that HEPGP Ltd. become the new general partner of
the Partnership.

         NOW, THEREFORE, the Agreement is hereby amended as follows:

     1. Section  11.2(b) of the  Agreement is revised to read in its entirety as
follows:

         "(b) Neither  subsection (a) of this Section nor any other provision of
this Agreement shall be construed to prevent (and all Partners hereby  expressly
consent to) the transfer by the General Partner upon its merger or consolidation
into any other  corporation,  the transfer by it of all or substantially  all of
its assets to another  corporation,  and the assumption of the rights and duties
of the General  Partner by the  transferee  corporation or the transfer by it of
its  Partnership  Interest as a General  Partner to a corporation,  partnership,
limited liability company or other

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entity,  all of the equity  interests  of which are owned,  and  continue  to be
owned,  directly  or  indirectly  by the  transferor;  provided  the  transferee
certifies that it is a United States  Citizen,  and furnishes to the Partnership
an Opinion of Independent Counsel that such merger,  consolidation,  transfer or
assumption  will  not  result  in a loss of  limited  liability  of any  Limited
Partner,  or the limited  partner in any Operating  Partnership or result in the
Partnership,  or any  Operating  Partnership,  being  treated as an  association
taxable as a corporation for federal income tax purposes."

     2. That HEPGP Ltd.  be and it is hereby  admitted  and  substituted  as the
general  partner  of the  Partnership  for  all  purposes,  The  Hallwood  Group
Incorporated  is withdrawn as the general  partner of the  Partnership,  and all
references to the General Partner in the Agreement shall refer to HEPGP Ltd.

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date first set forth above.

                                                OUTGOING GENERAL PARTNER:
                                                THE HALLWOOD GROUP INCORPORATED


                                                By:      /s/William L. Guzzetti
                                                Name: William L. Guzzetti
                                                Title:   Vice President

                                                INCOMING GENERAL PARTNER:
                                                HEPGP LTD.

                                                By:      Hallwood G.P., Inc.


                                                By:      /s/William L. Guzzetti
                                                Name: William L. Guzetti
                                                Title:   President


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                                            LIMITED PARTNERS

                                            By: The Hallwood Group Incorporated,
                                                as Attorney-in-Fact for each of
                                                the Limited Partners

                                            By:      /s/William L. Guzzetti
                                            Name: William L. Guzzetti
                                            Title:   Vice President



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