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                                                                  EXHIBIT 10(bb)



                           AMENDMENT NO. 7 TO AMENDED
                         AND RESTATED CREDIT AGREEMENT



       AMENDMENT dated as of October 15, 1996 among AMERICAN EXPLORATION
COMPANY (the "Company"), the BANKS listed on the signature pages hereof (the
"Banks"), MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent"),
and BANK OF MONTREAL, as Co-Agent (the "Co-Agent").


                              W I T N E S S E T H:


       WHEREAS, the Company, the Banks, the Agent and the Co-Agent have
heretofore entered into an Amended and Restated Credit Agreement dated as of
December 21, 1994, as amended by Amendment No. 1 dated as of February 16, 1995,
Amendment No. 2 dated as of May 2, 1995, Amendment No. 3 dated as of January
19, 1996, Amendment No. 4 dated as of June 5, 1996, Amendment No. 5 dated as of
September 27, 1996 and Amendment No. 6 dated as of October 15, 1996 (as so
amended, the "Agreement"); and

       WHEREAS, the parties hereto desire to amend certain provisions of the
Agreement in the manner set forth below;

       NOW, THEREFORE, the parties hereto agree as follows:

       SECTION 1.  Definitions; References.  Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement.  Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
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       SECTION 2.  Increase in Commitments.  The aggregate amount of the
Commitments is increased to $125,000,000, and the amount set forth opposite the
name of each Bank on the signature pages of the Agreement is hereby changed to
the amount set forth opposite the name of such Bank on the signature pages of
this Amendment.

       SECTION 3.  Security Amendments.  The Company agrees, pursuant to
Section 5.07 of the Agreement, that it will within 30 days of the date hereof
execute, deliver and cause to be filed or recorded in all appropriate
jurisdictions such supplemental Security Instruments as may be required, or as
the Agent may request, to evidence the changes in the terms of the Agreement
effected by this Amendment.

       SECTION 4.  Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

       SECTION 5.  Counterparts; Effectiveness.  This Amendment may be signed
in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument.  This Amendment shall become effective upon receipt by the Agent
of:  (i) duly executed counterparts hereof signed by the Company, each of the
Banks and the Co-Agent (or, in the case of any party as to which an executed
counterpart shall not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such party of execution
of a counterpart hereof by such party), (ii) an opinion of counsel for the
Company, substantially to the effect of Exhibit B to the Agreement with respect
to this Amendment and the Agreement as amended hereby, and (iii) all documents
or opinions the Agent may reasonably request relating to the existence of the
Company, its Subsidiaries and the Partnerships, the corporate authority for and
the validity of the Financing Documents, title to the Mortgaged Properties, and
any other matters relevant hereto, all in form and substance satisfactory to
the Agent.





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       IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.


                                  AMERICAN EXPLORATION COMPANY                
                                                                              
                                                                              
                                                                              
                                  By: /s/ JOHN M. HOGAN                       
                                      -----------------------------------------
                                      Title:  Senior Vice President and        
                                                       Chief Financial Officer
                                                                              
Commitments                                                                   
-----------                                                                   
$48,610,000                       MORGAN GUARANTY TRUST COMPANY               
                                     OF NEW YORK                              
                                                                              
                                                                              
                                                                              
                                  By: /s/ JOHN KOWALCZUK                      
                                      -----------------------------------------
                                      Title:  Vice President                   
                                                                              
                                                                              
$48,610,000                       BANK OF MONTREAL, as a Bank and             
                                     as a Co-Agent                            
                                                                              
                                                                              
                                                                              
                                  By: /s/ ROBERT ROBERTS                      
                                      -----------------------------------------
                                      Title:  Director, U.S. Corporate Banking 
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$27,780,000                       BANQUE PARIBAS                              
                                                                              
                                                                              
                                                                              
                                  By: /s/ MARK GREEN                          
                                      -----------------------------------------
                                      Title:  Vice President                   
                                                                              
                                                                              
                                                                              
                                  By: /s/ BART SCHOUEST                      
                                      -----------------------------------------
                                      Title:  Vice President                   
                                                                              
                                                                              
------------                                                                  
$125,000,000                             MORGAN GUARANTY TRUST COMPANY        
============                                                                  
                                            OF NEW YORK, as Agent             
                                                                              
                                                                              
                                                                              
                                  By: /s/ JOHN KOWALCZUK                      
                                      -----------------------------------------
                                      Title:  Vice President