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                                                                  EXHIBIT 10(ff)


                             AMENDMENT TO THE 1994
                          AMERICAN EXPLORATION COMPANY
                            STOCK COMPENSATION PLAN
                       (EFFECTIVE AS OF NOVEMBER 1, 1996)





                     The 1994 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 SEC Rule 16b-3,
              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 SEC Rule 16b-3 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
              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)."
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              4.     Section 5.12 of the Plan is amended 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 SEC Rule 16b-3, 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