FIRST AMENDMENT TO
              THIRD RESTATEMENT OF CREDIT AGREEMENT

       THIS  FIRST  AMENDMENT  TO  THIRD  RESTATEMENT  OF  CREDIT
AGREEMENT (herein called this "Amendment") made as of the     day
of   July,   1996,  by  and  among  Forcenergy  Inc,  a  Delaware
corporation  formerly known as Forcenergy Gas  Exploration,  Inc.
("Borrower"),  and  Internationale  Nederlanden  (U.S.)   Capital
Corporation,  a  Delaware corporation,  as  Agent  ("Agent"),  on
behalf of the financial institutions which are signatories to the
Original   Agreement   as   hereinafter  defined   (collectively,
"Lenders"),

                            RECITALS

      1.    Borrower,  Agent and Lenders have entered  into  that
certain  Third Restatement of Credit Agreement dated as of  April
26,   1996  (the  "Original  Agreement")  for  the  purpose   and
consideration therein expressed, whereby Lenders became obligated
to make loans to Borrower as therein provided.

      2.    Borrower  has changed its name from  "Forcenergy  Gas
Exploration,  Inc."  to "Forcenergy Inc" and Borrower  and  Agent
desire  to  amend  the Original Agreement to  reflect  such  name
change.

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual  covenants  and agreements contained  herein  and  in  the
Original  Agreement and in consideration of the loans  which  may
hereafter be made by Lenders to Borrower, and for other good  and
valuable consideration, the receipt and sufficiency of which  are
hereby  acknowledged,  the  parties hereto  do  hereby  agree  as
follows:

                           ARTICLE I.

                   Definitions and References

      Section  1.1     Terms  Defined in the Original  Agreement.
Unless   the  context  otherwise  requires  or  unless  otherwise
expressly  defined  herein, the terms  defined  in  the  Original
Agreement  shall  have the same meanings whenever  used  in  this
Amendment.

      Section  1.2     Other Defined Terms.  Unless  the  context
otherwise  requires,  the  following  terms  when  used  in  this
Amendment  shall  have  the meanings assigned  to  them  in  this
Section 1.2.

           "Amendment" shall mean this First Amendment  to  Third
     Restatement of Credit Agreement.

          "Credit Agreement" shall mean the Original Agreement as
     amended hereby.

                           ARTICLE II.

                Amendments to Original Agreement

      Section  2.1    Defined Term.  The definition of "Borrower"
in Section 1.1 of the Original Agreement is hereby amended in its
entirety to read as follows:

          "Borrower" means Forcenergy Inc, a Delaware corporation
formerly known as Forcenergy Gas Exploration, Inc.

      Section  2.2     References to Borrower.  Any reference  to
"Borrower"  or  to  "Forcenergy Gas  Exploration,  Inc."  in  the
Original  Agreement  or in any Loan Document (including,  without
limitation,  the  Notes) shall hereafter be deemed  to  refer  to
Forcenergy  Inc,  a  Delaware  corporation  formerly   known   as
Forcenergy Gas Exploration, Inc.

                          ARTICLE III.

                   Conditions of Effectiveness

      Section 3.1    Effective Date.  This Amendment shall become
effective as of the date first above written when, and only when,
(i)  Agent  shall have received, at Agent's office, a counterpart
of  this  Amendment  executed  and delivered  by  Borrower,  (ii)
Borrower shall have delivered to Agent a copy of a Certificate of
Amendment  certified by the Secretary of State of  the  State  of
Delaware,  amending  Borrower's Certificate of  Incorporation  to
reflect  its  name change and (iii) Majority Lenders  shall  have
consented  to  the  execution  and  delivery  by  Agent  of  this
Amendment.
                           ARTICLE IV.

                 Representations and Warranties

      Section  4.1    Representations and Warranties of Borrower.
In  order  to induce Agent to enter into this Amendment, Borrower
represents  and warrants to Agent for the benefit of each  Lender
that:

           (a)   The representations and warranties contained  in
     Section  4.1 of the Original Agreement are true and  correct
     in  all  material  respects at and as of  the  time  of  the
     effectiveness hereof.

          (b)  Borrower is duly authorized to execute and deliver
     this   Amendment  and  is  and  will  continue  to  be  duly
     authorized  to borrow monies and to perform its  obligations
     under  the  Credit Agreement.  Borrower has duly  taken  all
     corporate  action necessary to authorize the  execution  and
     delivery of this Amendment and to effect the change  of  its
     corporate name.

           (c)   The execution and delivery by Borrower  of  this
     Amendment,  the  performance by Borrower of its  obligations
     hereunder, and the changing of its corporate name do not and
     will  not conflict with any provision of law, statute,  rule
     or  regulation  or  of the certificate of incorporation  and
     bylaws  of Borrower, or of any material agreement, judgment,
     license,  order  or  permit applicable to  or  binding  upon
     Borrower,  or result in the creation of any lien, charge  or
     encumbrance  upon  any  assets or  properties  of  Borrower.
     Except  for  those  which have been  obtained,  no  consent,
     approval,   authorization  or  order   of   any   court   or
     governmental  authority  or  third  party  is  required   in
     connection  with the execution and delivery by  Borrower  of
     this  Amendment  or to effect the change  of  its  corporate
     name.

           (d)   When duly executed and delivered, each  of  this
     Amendment  and  the Credit Agreement will  be  a  legal  and
     binding  obligation of Borrower, enforceable  in  accordance
     with  its terms, except as limited by bankruptcy, insolvency
     or  similar  laws  of general application  relating  to  the
     enforcement of creditors' rights and by equitable principles
     of general application.
           (e)  The audited Consolidated financial statements  of
     Borrower  dated  as of December 31, 1995 and  the  unaudited
     financial statements of Borrower dated as of March 31,  1996
     fairly  present the Consolidated financial position at  such
     dates  and the Consolidated statement of operations and  the
     changes  in Consolidated financial position for the  periods
     ending  December 31, 1995 and March 31, 1996  for  Borrower.
     Copies  of  such  financial statements have heretofore  been
     delivered to each Lender.  Since March 31, 1996, no material
     adverse  change has occurred in the financial  condition  or
     businesses  of Borrower except for changes in  oil  and  gas
     prices that affect the industry in which Borrower operates.

                           ARTICLE V.

                          Miscellaneous

      Section  5.1     Ratification of Agreements.  The  Original
Agreement  as hereby amended is hereby ratified and confirmed  in
all  respects  and shall remain in full force  and  effect.   Any
reference to the Credit Agreement in any Loan Document  shall  be
deemed  to  be  a reference to the Original Agreement  as  hereby
amended.    The  execution, delivery and  effectiveness  of  this
Amendment  shall  not,  except as expressly  provided  herein  or
therein,  operate as a waiver of any right, power  or  remedy  of
Lenders under the Credit Agreement or any other Loan Document nor
constitute  a waiver of any provision of the Credit Agreement  or
any other Loan Document.

      Section  5.2    Loan Documents.  This Amendment is  a  Loan
Document,  and all provisions in the Credit Agreement  pertaining
to Loan Documents apply hereto and thereto.

      Section  5.3     Governing Law.  This  Amendment  shall  be
governed  by  and construed in accordance with the  laws  of  the
State of New York and any applicable laws of the United States of
America  in  all respects, including construction,  validity  and
performance.

       Section  5.4     Counterparts.   This  Amendment  may   be
separately executed in counterparts and by the different  parties
hereto  in separate counterparts, each of which when so  executed
shall be deemed to constitute one and the same Amendment.

      IN  WITNESS WHEREOF, this Amendment is executed as  of  the
date first above written.


                               FORCENERGY INC (formerly known  as
Forcenergy Gas Exploration, Inc.)


                              By:
                              Name:
                              Title:





                              INTERNATIONALE NEDERLANDEN (U.S.)
                               CAPITAL CORPORATION, as Agent  and
Lender


                              By:
                              Name:
                              Title: