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                                  EXHIBIT 4.12



                                AMENDMENT NO. 1

                                      TO
                         REGISTRATION RIGHTS AGREEMENT



     This Amendment is made this 12th day of February 1996 by  HARCOR ENERGY,
INC., a Delaware corporation (the "Company") and FIRST UNION NATIONAL BANK OF
NORTH CAROLINA ("First Union").



                                  WITNESSETH:


     WHEREAS, on June 24, 1994, HarCor entered into a financing transaction with
First Union to borrow certain funds; and, in connection with that borrowing,
First Union acquired a certain warrant dated June 30, 1994 from HarCor entitling
First Union to purchase, subject to its provisions, up to 200,000 shares of the
Common Stock, par value $.10 of HarCor at a price of $4.75 per share, expiring
on December 31, 1999 (hereinafter the "Warrant Certificate") and

     WHEREAS, the parties entered into a Registration Rights Agreement dated
June, 30, 1994 (the "Registration Rights Agreement) that grants certain
registration

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rights to First Union for the "Registrable Shares" as that term is defined
therein, issued pursuant to the said  Warrant Certificate, and


     WHEREAS, the parties desire to amend the said Registration Rights Agreement
to provide that the Shares issued under the cashless option provision of the
said Warrant Certificate will  have "piggy back" registration rights only, and

     WHEREAS, the parties desire to amend the said Registration Rights Agreement
for the purposes expressed herein;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements between the said parties and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
said parties agree to amend the Registration Rights Agreement as follows:



     1.  The first paragraph of Section 2 (a) of the Registration Rights
         Agreement shall be amended by adding the following sentence at the end
         of such paragraph :

           " notwithstanding anything contained herein to the contrary, no
           Registrable Shares issued upon the exercise of the cashless option in
           Section 6C of the Warrant Certificate, as amended, shall be eligible
           for the demand registrations provided in this Section 2 (a). The
           Holder shall only have the rights set out in Section 2 (b) to "piggy
           back" registrations for such Registrable Shares."

     2.  Unless the context of this Amendment otherwise requires or unless
         otherwise expressly defined herein, the terms defined in the Warrant
         Certificate shall have the same meanings whenever used in this
         Amendment.

     3.  No other terms and conditions of the Registration Rights Agreement are
         changed by this Amendment, and, except as set out herein, this

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         Amendment shall not operate as a waiver of any provision of or remedy
         under the Registration Rights Agreement.

     4.  This Amendment shall become effective as of the date first written
         above upon execution and shall be governed by the laws of the State of
         Delaware without regard to conflict of law principles.


     Executed this 12th day of February 1996.

     Attest:                                       HARCOR ENERGY,
INC.



by  /s/ Gary S. Peck                      by /s/ Francis H. Roth
    ---------------------------              ------------------------
    Gary S. Peck, Secretary                  Francis H. Roth, President




                                 FIRST UNION NATIONAL BANK OF NORTH CAROLINA



                                         by  /s/ Paul N. Riddle
                                           ------------------------
                                           Paul N. Riddle, Vice President


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