SECOND AMENDMENT TO
              THIRD RESTATEMENT OF CREDIT AGREEMENT

      THIS  SECOND  AMENDMENT  TO  THIRD  RESTATEMENT  OF  CREDIT
AGREEMENT (herein called this "Amendment") made as of the 6th day
of  November,  1996,  by  and among Forcenergy  Inc,  a  Delaware
corporation  formerly known as Forcenergy Gas  Exploration,  Inc.
("Borrower"),    Internationale   Nederlanden   (U.S.)    Capital
Corporation, a Delaware corporation, as Agent ("Agent"), and  the
financial  institutions which are signatories to  this  Amendment
(collectively, "Lenders"),

                            RECITALS

      1.    Borrower,  Agent and Lenders have entered  into  that
certain  Third Restatement of Credit Agreement dated as of  April
26, 1996, as amended by a First Amendment to Third Restatement of
Credit  Agreement dated July 11, 1996 between Borrower and  Agent
on  behalf  of Lenders (as so amended, the "Original Agreement"),
for  the  purpose  and consideration therein  expressed,  whereby
Lenders  became  obligated to make loans to Borrower  as  therein
provided.

      2.   Borrower intends to issue its 9.5% Senior Subordinated
Notes  due  2006  in  the  original principal  amount  of  up  to
$175,000,000 (the "Senior Subordinated Notes") and has  requested
that   Lenders  amend  the  Original  Agreement  to  permit   the
incurrence  by  Borrower  of the indebtedness  evidenced  by  the
Senior Subordinated Notes.

      3.    In  connection with the issuance by Borrower  of  the
Senior  Subordinated  Notes,  Borrower  and  Lenders  desire   to
redetermine the Borrowing Base on the terms provided herein.

      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 Second 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 Terms.  Section 1.1 of the Original
Agreement is hereby amended by adding the following definition of
"Indenture"  immediately after the definition of "Highest  Lawful
Rate" where it appears in such Section:

           "Indenture" means that certain Indenture dated  as  of
     November    ,  1996  between  Borrower  and  Bankers   Trust
     Company,   as   trustee,  pursuant  to  which   the   Senior
     Subordinated  Notes were issued, as such  instrument  is  in
     effect on the date hereof.

      Section  1.1  of the Original Agreement is  hereby  further
amended   by   adding   the  following  definition   of   "Senior
Subordinated Notes" immediately after the definition of "Security
Documents" where it appears in such Section:

           "Senior  Subordinated  Notes" means  the  9.5%  Senior
     Subordinated Notes due 2006 in an original principal  amount
     not  to  exceed $175,000,000 issued by Borrower pursuant  to
     the Indenture.
      Section 2.2    Restricted Debt.    Paragraph (a) of Section
5.2  of the Original Agreement is hereby amended by deleting  the
word  "and"  at the end of subparagraph (6) thereof, by  changing
the  period  to  a  semicolon where it  appears  at  the  end  of
subparagraph (7) thereof and adding the word "and" at the end  of
such subparagraph, and by adding the following subparagraph "(8)"
immediately after such subparagraph (7):

           "(8)  Debt evidenced by the Senior Subordinated Notes;
     provided that (i) the Senior Subordinated Notes shall not be
     repurchased or redeemed in whole or in part prior  to  their
     stated  maturity date, whether at the option of Borrower  or
     pursuant  to  a mandatory redemption requirement  under  the
     Indenture; (ii) the principal amount of such Debt shall  not
     be  increased, refinanced, or refunded prior to  its  stated
     maturity date; (iii) the interest rate thereon shall not  be
     increased   above  its  stated  rate;  (iv)  any  prepayment
     charges,  fees,  expenses  or  other  amounts  payable  with
     respect  to such Debt shall not be increased; and  (v)  such
     Debt  shall not be defeased in whole or in part by  Borrower
     pursuant to an election under Article 8 of the Indenture  or
     otherwise."

      Section 2.3    Certain Contracts; Amendments; Multiemployer
ERISA  Plans.     Paragraph (j) of Section 5.2  of  the  Original
Agreement  is hereby amended by adding the following sentence  at
the end of such paragraph:

     "No  Related  Person  will amend or  modify  or  permit  any
     amendment  or  modification to any  contract  or  instrument
     governing  the  Debt  evidenced by the  Senior  Subordinated
     Notes  the  effect of which would be to change  any  of  the
     material  terms  of  such contract or instrument,  including
     without  limitation, any amendment or modification that  (i)
     would  increase the amount of, or shorten the  maturity  of,
     any   payment  of  any  principal  amount  of   the   Senior
     Subordinated   Notes;  (ii)  would  change  the   terms   of
     subordination  of  such  Debt to the Obligations;  or  (iii)
     would  be,  in  the opinion of Majority Lenders,  materially
     more  burdensome  to  Borrower  than  the  obligations   and
     requirements  imposed by the Senior Subordinated  Notes  and
     the Indenture."


                          ARTICLE III.

                Redetermination of Borrowing Base

        Section    3.1       Borrowing   Base    Redetermination.
Contemporaneously  with  the  execution  and  delivery  of   this
Amendment  by  the parties hereto, the Borrowing Base  is  hereby
reduced to $50,000,000, such redetermination to remain in  effect
until the next Determination Date.

                           ARTICLE IV.

                   Conditions of Effectiveness

      Section 4.1    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, and  (ii)
Majority  Lenders shall have executed and delivered a counterpart
of this Amendment to Agent.

      Section  4.2     Continuing  Effectiveness.   After  giving
effect  to  the terms of this Amendment and upon the issuance  of
the Senior Subordinated Notes, Borrower shall within one Business
Day  thereafter prepay the Loans in an amount equal to  not  less
than the excess of the outstanding principal balance of the Loans
over  the Borrowing Base as redetermined pursuant to Article  III
hereof.   In  the  event Lenders do not receive  such  prepayment
within  the time period provided above, this Amendment  shall  be
deemed  void  and of no force or effect and the issuance  of  the
Senior  Subordinated Notes by Borrower shall constitute an  Event
of Default under the Credit Agreement.
                           ARTICLE V.

                 Representations and Warranties

      Section  5.1    Representations and Warranties of Borrower.
In order to induce Lenders 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  issue  the   Senior
     Subordinated Notes.

           (c)   The execution and delivery by Borrower  of  this
     Amendment and the performance by Borrower of its obligations
     hereunder and the issuance of the Senior Subordinated  Notes
     by  Borrower 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 the issuance of the Senior  Subordinated
     Notes.

           (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 June  30,  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 June 30, 1996  for  Borrower.
     Copies  of  such  financial statements have heretofore  been
     delivered to each Lender.  Since June 30, 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.
           (f)   Borrower  has provided Agent true  and  complete
     copies of the form of the Senior Subordinated Notes and  the
     Indenture governing such notes and such forms have not  been
     modified in any respect since being provided to Agent.

                           ARTICLE VI.

                          Miscellaneous

      Section  6.1     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  6.2    Loan Documents.  This Amendment is  a  Loan
Document,  and all provisions in the Credit Agreement  pertaining
to Loan Documents apply hereto and thereto.

      Section  6.3     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  6.4     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:


                              MEESPIERSON N.V.


                              By:
                              Name:
                              Title:


                              BANK OF SCOTLAND


                              By:
                              Name:
                              Title:


                              DEN NORSKE BANK AS


                              By:
                              Name:
                              Title:




                              CREDIT LYONNAIS NEW YORK BRANCH


                              By:
                              Name:
                              Title:


                              CAISSE NATIONALE DE CREDIT AGRICOLE

                              By:
                              Name:
                              Title: