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                                                                  EXHIBIT 10(ee)



                                AMENDMENT TO THE
                          AMERICAN EXPLORATION COMPANY
                            STOCK COMPENSATION PLAN
                       (EFFECTIVE AS OF NOVEMBER 1, 1996)





                     The American Exploration Company Stock Compensation Plan
(the "Plan") is hereby amended in the following particulars.

              1.     Section 1.2(g) of the Plan is amended to read as follows:

                     "(g)   "Committee" means the Compensation Committee of the
              Board or such other committee appointed either by the Board or by
              such Compensation Committee; provided, however, to the extent
              determined necessary to satisfy the requirements for exemption
              from Section 16(b) of the Securities Exchange Act of 1934, as
              amended, with respect to the acquisition or disposition of
              securities granted or awarded hereunder, action by the Committee
              may be by a committee composed solely of two or more
              "non-employee directors," within the meaning of Rule 16b-3 as
              promulgated under Section 16(b) of the Securities Exchange Act of
              1934, as amended, appointed by the Board or by the Compensation
              Committee of the Board; and, provided further, to the extent
              determined necessary to satisfy the requirements for the
              exception for qualified performance-based compensation under
              Section 162(m) of the Code and the treasury regulations
              thereunder, action by the Committee may be by a committee
              comprised solely of two or more "outside directors," within the
              meaning of Section 162(m) of the Code and the treasury
              regulations thereunder."

              2.     Section 1.3(a) of the Plan is amended to read as follows:

                     "(a)   The Plan shall be administered by the Committee.
              However, notwithstanding anything in the Plan to the contrary,
              and to the extent determined necessary to satisfy an exemption
              under Rule 16b-3 as promulgated under Section 16(b) of the
              Securities Exchange Act of 1934, as amended, with respect to an
              Award hereunder (including, as applicable, the disposition to the
              Company of any security), or as otherwise determined advisable by
              the Committee, the terms of an Award shall be subject to the
              prior approval of the Board.  Any prior approval of the Board, as
              provided in the preceding sentence, shall not otherwise limit or
              restrict the authority of the Committee to make Awards under the
              Plan, including, but not limited to, the authority of the
              Committee to make Awards that qualify for the special qualified
              performance-based compensation exception under Section 162(m) of
              the Code and the treasury regulations thereunder."

              3.     Section 5.6 of the Plan is amended to add at the end
thereof a new paragraph to read as follows:

                     "To the extent permitted by the Committee, and subject to
              such terms and conditions as the Committee may provide, a
              Participant may irrevocably elect to have the withholding tax
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              obligation or any additional tax obligation with respect to
              Awards hereunder satisfied by (i) having the Company withhold
              shares of Common Stock otherwise deliverable under the Award,
              (ii) delivering shares of Common Stock already owned, or (iii)
              through any combination of withheld and delivered  shares of
              Common Stock, as described in (i) and (ii)."

              4.     Sections 5.12 and 5.13 of the Plan are hereby redesignated
as Sections 5.13 and 5.14, respectively, and a new Section 5.12 is added to
read as follows:

                     "5.12   Special Six-Month Holding Requirement

                             In the case of any Participant who is subject to
              Section 16 of the Securities Exchange Act of 1934, as amended,
              any equity security (including a derivative security) of the
              Company granted under the Plan to such Participant, to the extent
              determined by the Committee as necessary to satisfy the exemption
              for the grant under Rule 16b-3 as promulgated under Section 16(b)
              of the Securities Exchange Act of 1934, as amended, shall not be
              disposed of until six months have elapsed from the date of grant
              of the equity security or, in the case of a derivative security,
              the date of acquisition of the derivative security to the date of
              disposition of the derivative security (other than upon exercise
              or conversion) or its underlying equity security.  The Committee
              shall be authorized to impose such restrictions or take such
              action as it deems appropriate in order to ensure compliance with
              the six-month holding requirement described in this Section
              5.12."



                                                    AMERICAN EXPLORATION COMPANY