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                                                                     EXHIBIT 4.3

                         SPINNAKER EXPLORATION COMPANY

                           ADJUNCT STOCK OPTION PLAN


                                  I.  PURPOSE

     The purpose of the SPINNAKER EXPLORATION COMPANY ADJUNCT STOCK OPTION PLAN
is to provide a means through which SPINNAKER EXPLORATION COMPANY, a Delaware
corporation, and its subsidiaries may attract able persons to serve as
directors, consultants, or advisors or to enter the employ of the Company or its
subsidiaries and to provide a means whereby those individuals upon whom the
responsibilities of the successful administration and management of the Company
and its subsidiaries rest, and whose present and potential contributions to the
welfare of the Company and its subsidiaries are of importance, can acquire and
maintain stock ownership, thereby strengthening their concern for the welfare of
the Company and its subsidiaries.  A further purpose of the Plan is to provide
such individuals with additional incentive and reward opportunities designed to
enhance the profitable growth of the Company and its subsidiaries.  Accordingly,
the Plan provides for granting options that do not constitute Incentive Stock
Options.

                                II.  DEFINITIONS

     The following definitions shall be applicable throughout the Plan unless
specifically modified by any paragraph:

     (a) "AWARD" means, individually or collectively, any Option Award.

     (b) "BOARD" means the Board of Directors of the Company.

     (c) "CODE" means the Internal Revenue Code of 1986, as amended.  Reference
in the Plan to any section of the Code shall be deemed to include any amendments
or successor provisions to such section and any regulations under such section.

     (d) "COMMITTEE" means the Board or a committee of the Board that is
selected by the Board as provided in Paragraph IV(a).

     (e) "COMMON STOCK" means the common stock, par value $.01 per share, of the
Company, or any security into which such Common Stock may be changed by reason
of any transaction or event of the type described in Paragraph VIII.

     (f) "COMPANY" means Spinnaker Exploration Company, a Delaware corporation.

     (g) "CONSULTANT" means any person who is not an employee and who is
providing advisory or consulting services to the Company or any parent or
subsidiary entity.

     (h) "DIRECTOR" means an individual elected to the Board by the stockholders
of the Company or by the Board under applicable corporate law who is serving on
the Board on the date the Plan is adopted by the Board or is elected to the
Board after such date.

     (i) An "EMPLOYEE" means any person (including a Director) in an employment
relationship with the Company or any parent or subsidiary entity.

     (j) "FAIR MARKET VALUE" means, as of any specified date, the mean of the
high and low sales prices of the Common Stock (i) reported by the National
Market System of NASDAQ on that date or (ii) if the Common Stock is listed on a
national stock exchange, reported on the stock exchange composite tape on that
date; or, in either case, if no prices are reported on that date, on the last
preceding date on which such prices of the Common Stock are so reported.


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If the Common Stock is traded over the counter at the time a determination of
its fair market value is required to be made hereunder, its fair market value
shall be deemed to be equal to the average between the reported high and low or
closing bid and asked prices of Common Stock on the most recent date on which
Common Stock was publicly traded. In the event Common Stock is not publicly
traded at the time a determination of its value is required to be made
hereunder, the determination of its fair market value shall be made by the
Committee in such manner as it deems appropriate. Notwithstanding the foregoing,
the Fair Market Value of a share of Common Stock on the date of an initial
public offering of Common Stock shall be the offering price under such initial
public offering.

     (k) "HOLDER" means an employee, Consultant, or Director who has been
granted an Award.

     (l) "1934 ACT" means the Securities Exchange Act of 1934, as amended.

     (m) "OPTION" means an Award granted under Paragraph VII of the Plan.

     (n) "OPTION AGREEMENT" means a written agreement between the Company and a
Holder with respect to an Option.

     (o) "PLAN" means the Spinnaker Exploration Company Adjunct Stock Option
Plan, as amended from time to time.

     (p) "RULE 16B-3" means SEC Rule 16b-3 promulgated under the 1934 Act, as
such may be amended from time to time, and any successor rule, regulation or
statute fulfilling the same or a similar function.

     (q) "STOCK APPRECIATION RIGHT" shall have the meaning assigned to such term
in Paragraph VII(c) of the Plan.

                 III.  EFFECTIVE DATE AND DURATION OF THE PLAN

     The Plan shall become effective upon the date of its adoption by the Board.
No further Awards may be granted under the Plan after one year from the date the
Plan is adopted by the Board.  The Plan shall remain in effect until all Options
granted under the Plan have been exercised or expired.

                              IV.  ADMINISTRATION

     (a) COMPOSITION OF COMMITTEE.  The Plan shall be administered by the Board
and/or a committee of, and appointed by, the Board, comprised solely of two or
more outside Directors (within the meaning of the term "outside directors" as
used in section 162(m) of the Code and applicable interpretive authority
thereunder and within the meaning of "Non-Employee Director" as defined in Rule
16b-3).

     (b) POWERS.  Subject to the express provisions of the Plan, the Committee
shall have authority, in its discretion, to determine which employees,
Consultants, or Directors shall receive an Award, the time or times when such
Award shall be made and the number of shares to be subject to each Option Award.
In making such determinations, the Committee shall take into account the nature
of the services rendered by the respective employees, Consultants, or Directors,
their present and potential contribution to the Company's success and such other
factors as the Committee in its sole discretion shall deem relevant.

     (c) ADDITIONAL POWERS.  The Committee shall have such additional powers as
are delegated to it by the other provisions of the Plan.  Subject to the express
provisions of the Plan, this shall include the power to construe the Plan and
the respective agreements executed hereunder, to prescribe rules and regulations
relating to the Plan, to determine the terms, restrictions and provisions of the
agreement relating to each Award and to make all other determinations necessary
or advisable for administering the Plan.  The Committee may correct any defect
or supply any omission or reconcile any inconsistency in the Plan or in any
agreement relating to an Award in the manner and to the extent it shall deem
expedient to carry it into effect.  The determinations of the Committee on the
matters referred to in this Paragraph IV shall be conclusive.


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              V.   SHARES SUBJECT TO THE PLAN AND GRANT OF OPTIONS

     (a) SHARES SUBJECT TO THE PLAN AND AWARD LIMIT.  Subject to adjustment in
the same manner as provided in Paragraph VIII with respect to shares of Common
Stock subject to Options then outstanding, the aggregate number of shares of
Common Stock that may be issued under the Plan shall not exceed 21,920 shares.
Shares shall be deemed to have been issued under the Plan only (i) to the extent
actually issued and delivered pursuant to an Award or (ii) to the extent an
Award is settled in cash.  To the extent that an Award lapses or the rights of
its Holder terminate, any shares of Common Stock subject to such Award shall
again be available for the grant of an Award under the Plan.

     (b) GRANT OF OPTIONS. The Committee may from time to time grant Options to
one or more employees, Consultants, or Directors determined by it to be eligible
for participation in the Plan in accordance with the terms of the Plan.

     (c) STOCK OFFERED.  Subject to the limitations set forth in Paragraph V(a),
the stock to be offered pursuant to the grant of an Award may be authorized but
unissued Common Stock or Common Stock previously issued and outstanding and
reacquired by the Company.  Any of such shares which remain unissued and which
are not subject to outstanding Awards at the termination of the Plan shall cease
to be subject to the Plan but, until termination of the Plan, the Company shall
at all times make available a sufficient number of shares to meet the
requirements of the Plan.

                                VI.  ELIGIBILITY

     Awards may be granted only to persons who, at the time of grant, are
employees, Consultants, or Directors.  An Award may be granted on more than one
occasion to the same person.

                              VII.  STOCK OPTIONS

     (a) OPTION PERIOD.  The term of each Option shall be as specified by the
Committee at the date of grant.

     (b) LIMITATIONS ON EXERCISE OF OPTION.  An Option shall be exercisable in
whole or in such installments and at such times as determined by the Committee.

     (c) OPTION AGREEMENT.  Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve.  Each
Option Agreement shall specify the effect of termination of (i) employment, (ii)
the consulting or advisory relationship, or (iii) membership on the Board, as
applicable, on the exercisability of the Option.  An Option Agreement may
provide for the payment of the option price, in whole or in part, by the
delivery of a number of shares of Common Stock (plus cash if necessary) having a
Fair Market Value equal to such option price.  Moreover, an Option Agreement may
provide for a "cashless exercise" of the Option by establishing procedures
satisfactory to the Committee with respect thereto.  Further, an Option
Agreement may provide for the surrender of the right to purchase shares under
the Option in return for a payment in cash or shares of Common Stock or a
combination of cash and shares of Common Stock equal in value to the excess of
the Fair Market Value of the shares with respect to which the right to purchase
is surrendered over the option price therefor ("Stock Appreciation Rights"), on
such terms and conditions as the Committee in its sole discretion may prescribe.
The terms and conditions of the respective Option Agreements need not be
identical.

     (d) OPTION PRICE AND PAYMENT.  The price at which a share of Common Stock
may be purchased upon exercise of an Option shall be determined by the
Committee.  The Option or portion thereof may be exercised by delivery of an
irrevocable notice of exercise to the Company, as specified by the Committee.
The purchase price of the Option or portion thereof shall be paid in full in the
manner prescribed by the Committee.

     (e) STOCKHOLDER RIGHTS AND PRIVILEGES.  The Holder shall be entitled to all
the privileges and rights of a stockholder only with respect to such shares of
Common Stock as have been purchased under the Option and for which certificates
of stock have been registered in the Holder's name.


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                   VIII.  RECAPITALIZATION OR REORGANIZATION

     (a) NO EFFECT ON RIGHT OR POWER.  The existence of the Plan and the Awards
granted hereunder shall not affect in any way the right or power of the Board or
the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's or any
subsidiary's capital structure or its business, any merger or consolidation of
the Company or any subsidiary, any issue of debt or equity securities ahead of
or affecting Common Stock or the rights thereof, the dissolution or liquidation
of the Company or any subsidiary or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any other corporate
act or proceeding.

     (b) SUBDIVISION OR CONSOLIDATION OF SHARES; STOCK DIVIDENDS.  The shares
with respect to which Options may be granted are shares of Common Stock as
presently constituted, but if, and whenever, prior to the expiration of an
Option theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Common Stock or the payment of a stock dividend on
Common Stock without receipt of consideration by the Company, the number of
shares of Common Stock with respect to which such Option may thereafter be
exercised (i) in the event of an increase in the number of outstanding shares
shall be proportionately increased, and the purchase price per share shall be
proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the purchase price per
share shall be proportionately increased.  Any fractional share resulting from
such adjustment shall be rounded up to the next whole share.

     (c) RECAPITALIZATIONS AND CORPORATE CHANGES.  If the Company recapitalizes,
reclassifies its capital stock, or otherwise changes its capital structure (a
"recapitalization"), the number and class of shares of Common Stock covered by
an Option theretofore granted shall be adjusted so that such Option shall
thereafter cover the number and class of shares of stock and securities to which
the Holder would have been entitled pursuant to the terms of the
recapitalization if, immediately prior to the recapitalization, the Holder had
been the holder of record of the number of shares of Common Stock then covered
by such Option.  If (i) the Company merges with or into any entity or is a party
to a consolidation, (ii) the Company sells, leases or exchanges or agrees to
sell, lease or exchange all or substantially all of its assets to any other
person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any
person or entity, including a "group" as contemplated by Section 13(d)(3) of the
1934 Act, acquires or gains ownership or control (including, without limitation,
power to vote) of more than 50% of the outstanding shares of the Company's
voting stock (based upon voting power), or (v) as a result of or in connection
with a contested election of Directors, the persons who were Directors of the
Company before such election shall cease to constitute a majority of the Board
(each such event is referred to herein as a "Corporate Change"), no later than
(x) ten days after the approval by the stockholders of the Company of such
merger, consolidation, reorganization, sale, lease or exchange of assets or
dissolution or such election of Directors or (y) thirty days after a Corporate
Change of the type described in clause (iv), the Committee, acting in its sole
discretion without the consent or approval of any Holder, shall effect one or
more of the following alternatives, which alternatives may vary among individual
Holders and which may vary among Options held by any individual Holder:  (1)
accelerate the time at which Options then outstanding may be exercised so that
such Options may be exercised in full for a limited period of time on or before
a specified date (before or after such Corporate Change) fixed by the Committee,
after which specified date all unexercised Options and all rights of Holders
thereunder shall terminate, (2) require the mandatory surrender to the Company
by selected Holders of some or all of the outstanding Options held by such
Holders (irrespective of whether such Options are then exercisable under the
provisions of the Plan) as of a date, before or after such Corporate Change,
specified by the Committee, in which event the Committee shall thereupon cancel
each such Option and pay or cause to be paid to each Holder the securities or
other property (including, without limitation, cash) referred to in clause (4)
below with respect to the shares subject to such Option in exchange for payment
by such Holder of the exercise price(s) under such Option for such shares, (3)
make such adjustments to Options then outstanding as the Committee deems
appropriate to reflect such Corporate Change (provided, however, that the
Committee may determine in its sole discretion that no adjustment is necessary
to Options then outstanding), or (4) provide that the number and class of shares
of Common Stock covered by an Option theretofore granted shall be adjusted so
that such Option shall thereafter cover the number and class of shares of stock
or other securities or property (including, without limitation, cash) to which
the Holder would have been entitled pursuant to the terms of the agreement of
merger, consolidation or sale of assets and dissolution if, immediately prior to
such merger, consolidation or sale of assets and dissolution, the Holder had
been the holder of record of the number of shares of Common Stock then covered
by such Option.  Notwithstanding the foregoing, if (A) the Company is involved
in a merger or consolidation and, immediately after giving effect to such merger
or consolidation, less than 50% of the total voting power of the outstanding
voting stock of the surviving or resulting entity and of the parent company of
the surviving or resulting


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entity is then "beneficially owned" (within the meaning of Rule 13d-3 under the
1934 Act) in the aggregate by the stockholders of the Company immediately prior
to such merger or consolidation or (B) any person or entity, including a "group"
as contemplated by Section 13(d)(3) of the 1934 Act, acquires or gains ownership
or control (including, without limitation, power to vote) of more than 50% of
the outstanding shares of the Company's voting stock (based upon voting power),
then, except as provided in any Award agreement, (I) outstanding Awards shall
immediately vest and become exercisable or satisfiable, as applicable, and (II)
any such Award that is an Option shall continue to be exercisable for the
remainder of the applicable Option term unless the Committee has determined, in
its sole discretion, to take the action described in clause (1) or (2) above
with respect to such Option. The provisions contained in this Subparagraph shall
not terminate any rights of the Holder to further payments pursuant to any other
agreement with the Company following a Corporate Change.

     (d) OTHER CHANGES IN THE COMMON STOCK.  In the event of changes in the
outstanding Common Stock by reason of recapitalizations, reorganizations,
mergers, consolidations, combinations, split-ups, split-offs, spin-offs,
exchanges or other relevant changes in capitalization or distributions to the
holders of Common Stock occurring after the date of the grant of any Award and
not otherwise provided for by this Paragraph VIII, such Award and any agreement
evidencing such Award shall be subject to adjustment by the Committee at its
discretion as to the number and price of shares of Common Stock or other
consideration subject to such Award.  In the event of any such change in the
outstanding Common Stock or distribution to the holders of Common Stock, the
aggregate number of shares available under the Plan and the maximum number of
shares that may be subject to Awards granted to any one individual may be
appropriately adjusted by the Committee, whose determination shall be
conclusive.

     (e) STOCKHOLDER ACTION.  Any adjustment provided for in the above
Subparagraphs shall be subject to any required stockholder action.

     (f) NO ADJUSTMENTS UNLESS OTHERWISE PROVIDED.  Except as hereinbefore
expressly provided, the issuance by the Company of shares of stock of any class
or securities convertible into shares of stock of any class, for cash, property,
labor or services, upon direct sale, upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, and in any case whether or not
for fair value, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number of shares of Common Stock subject to Awards
theretofore granted or the purchase price per share, if applicable.

                   IX.  AMENDMENT AND TERMINATION OF THE PLAN

     The Board in its discretion may terminate the Plan at any time with respect
to any shares of Common Stock for which Awards have not theretofore been
granted.  The Board shall have the right to alter or amend the Plan or any part
thereof from time to time; provided that no change in any Award theretofore
granted may be made which would impair the rights of the Holder  without the
consent of the Holder, and provided, further, that the Board may not, without
approval of the stockholders, amend the Plan to (a) increase the maximum
aggregate number of shares that may be issued under the Plan or (b) change the
class of individuals eligible to receive Awards under the Plan.

                               X.  MISCELLANEOUS

     (a) NO RIGHT TO AN AWARD.  Neither the adoption of the Plan nor any action
of the Board or of the Committee shall be deemed to give an employee,
Consultant, or Director any right to be granted an Option or any other rights
hereunder except as may be evidenced by an Option Agreement duly executed on
behalf of the Company, and then only to the extent and on the terms and
conditions expressly set forth therein.  The Plan shall be unfunded.  The
Company shall not be required to establish any special or separate fund or to
make any other segregation of funds or assets to assure the performance of its
obligations under any Award.

     (b) NO EMPLOYMENT/MEMBERSHIP RIGHTS CONFERRED.  Nothing contained in the
Plan shall (i) confer upon any employee or Consultant any right with respect to
continuation of employment or of a consulting or advisory relationship with the
Company or any subsidiary or (ii) interfere in any way with the right of the
Company or any subsidiary to terminate his or her employment or consulting or
advisory relationship at any time.  Nothing contained in the Plan shall confer
upon any Director any right with respect to continuation of membership on the
Board.


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     (c) OTHER LAWS; WITHHOLDING.  The Company shall not be obligated to issue
any Common Stock pursuant to any Award granted under the Plan at any time when
the shares covered by such Award have not been registered under the Securities
Act of 1933, as amended, and such other state and federal laws, rules and
regulations as the Company or the Committee deems applicable and, in the opinion
of legal counsel for the Company, there is no exemption from the registration
requirements of such laws, rules and regulations available for the issuance and
sale of such shares.  No fractional shares of Common Stock shall be delivered,
nor shall any cash in lieu of fractional shares be paid.  The Company shall have
the right to deduct in connection with all Awards any taxes required by law to
be withheld and to require any payments required to enable it to satisfy its
withholding obligations.

     (d) NO RESTRICTION ON CORPORATE ACTION.  Nothing contained in the Plan
shall be construed to prevent the Company or any subsidiary from taking any
corporate action which is deemed by the Company or such subsidiary to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the Plan or any Award made under the Plan.  No employee,
Consultant, Director, beneficiary or other person shall have any claim against
the Company or any subsidiary as a result of any such action.

     (e) RESTRICTIONS ON TRANSFER.  An Award shall not be transferable otherwise
than (i) by will or the laws of descent and distribution, (ii) pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder, or (iii) with the consent of the Committee.

     (f) GOVERNING LAW.  THE PLAN SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE.

     (g) TERMS OF OPTION AWARD.  As to each Award hereunder, the terms of the
Plan shall be subject to the terms set forth in the Option Agreement.


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