THIRD AMENDMENT TO
              THIRD RESTATEMENT OF CREDIT AGREEMENT

       THIS  THIRD  AMENDMENT  TO  THIRD  RESTATEMENT  OF  CREDIT
AGREEMENT  (herein called this "Amendment") made as of  the  12th
day  of  February, 1997, 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,  as  amended  by  (i)  a  First  Amendment  to  Third
Restatement  of  Credit  Agreement dated July  11,  1996  between
Borrower  and  Agent  on  behalf of Lenders  and  (ii)  a  Second
Amendment to Third Restatement of Credit Agreement dated November
6,  1996 between Borrower, Agent and 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 8.5% Senior Subordinated
Notes  due  2007  in  the  original principal  amount  of  up  to
$200,000,000  (the  "2007  Senior Subordinated  Notes")  and  has
requested that Lenders amend the Original Agreement to permit the
incurrence by Borrower of the indebtedness evidenced by the  2007
Senior Subordinated Notes.

      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 Third 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
"1997  Indenture"  immediately after the definition  of  "Maximum
Loan Amount" where it appears in such Section:

           "1997  Indenture" means that certain Indenture entered
     into on February 14, 1997 between Borrower and Bankers Trust
     Company,  as  trustee,  pursuant to which  the  1997  Senior
     Subordinated  Notes were issued, as such instrument  was  in
     effect on the date of execution.

      Section  1.1  of the Original Agreement is  hereby  further
amended  by  adding  the  following definition  of  "2007  Senior
Subordinated Notes" immediately after the definition of "Tranche"
where it appears in such Section:

           "2007 Senior Subordinated Notes" means the 8.5% Senior
     Subordinated Notes due 2007 in an original principal  amount
     not  to  exceed $200,000,000 issued by Borrower pursuant  to
     the 1997 Indenture. Section  1.1  of  the Original Agreement 
     is  hereby  further  amended  by   deleting  the  definition   
     of "Indenture" and substituting  therefore   the   following   
     definition  of " 1996  Indenture"    immediately  after  the 
     definition of  "1997   Indenture " where it appears in  such
     Section:

           "1996  Indenture" means that certain Indenture entered
     into  on  or  about  November 6, 1996 between  Borrower  and
     Bankers  Trust Company, as trustee, pursuant  to  which  the
     2006   Senior  Subordinated  Notes  were  issued,  as   such
     instrument was in effect on the date of execution.

      Section  1.1  of the Original Agreement is  hereby  further
amended by deleting the definition of "Senior Subordinated Notes"
and  substituting  therefor  the following  definition  of  "2006
Senior  Subordinated Notes" immediately after the  definition  of
"2007  Senior  Subordinated  Notes"  where  it  appears  in  such
Section:

           "2006 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 1996 Indenture.

      The definition of "Subordinated Debt" in Section 1.1 of the
Original Agreement is hereby amended in its entirety to  read  as
follows:

            "Subordinated  Debt"  means  collectively  the   Debt
     evidenced by the 2006 Senior Subordinated Notes and the 2007
     Senior Subordinated Notes.

      The  definition of "Subordinated Debt Documents" in Section
1.1  of  the Original Agreement is hereby amended in its entirety
to read as follows:

           "Subordinated  Debt Documents" means collectively  the
     1996 Indenture and the 1997 Indenture.

      Section  2.2    Restricted Debt.  Paragraph (a) of  Section
5.2  of the Original Agreement is hereby amended by deleting each
reference  to  "Senior Subordinated Notes" and "Indenture"  where
such  terms  appear in subparagraph (8) thereof and  substituting
therefor  the  terms "2006 Senior Subordinated Notes"  and  "1996
Indenture", respectively.

      Paragraph  (a) of Section 5.2 of the Original Agreement  is
hereby  further amended by deleting the word "and" at the end  of
subparagraph (7) thereof, by changing the period to  a  semicolon
where  it  appears  at the end of subparagraph  (8)  thereof  and
adding  the  word "and" at the end of such subparagraph,  and  by
adding  the  following subparagraph "(9)" immediately after  such
subparagraph (8):

           "(9)  Debt  evidenced by the 2007 Senior  Subordinated
     Notes; provided that (i) the 2007 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 1997 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 1997 Indenture or otherwise."

      Section 2.3    Certain Contracts; Amendments; Multiemployer
ERISA Plans.    The last sentence of Paragraph (j) of Section 5.2
of  the  Original Agreement is hereby amended in its entirety  to
read as follows:

     "No  Related  Person  will amend or  modify  or  permit  any
     amendment  or  modification to any  contract  or  instrument
     governing the Debt evidenced by the 2006 Senior Subordinated
     Notes  or  the 2007 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 2006 Senior Subordinated Notes or  the  2007
     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 2006 Senior Subordinated  Notes
     and the 1996 Indenture or the 2007 Senior Subordinated Notes
     and the 1997 Indenture, as the case may be."

                          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, and  (ii)
Majority  Lenders  shall  have consented  to  the  execution  and
delivery by Agent of this Amendment on their behalf.

                           ARTICLE IV.

                 Representations and Warranties

      Section  4.1    Representations and Warranties of Borrower.
In  order to induce Agent to enter into this Amendment on  behalf
of  Majority Lenders, 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  2007  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 2007 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  2007
     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 September  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 September 30, 1996  for
     Borrower.    Copies  of  such  financial   statements   have
     heretofore  been delivered to each Lender.  Since  September
     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 2007 Senior Subordinated Notes and
     the  1997 Indenture governing such notes and such forms have
     not  been  modified in any respect since being  provided  to
     Agent.

                           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  on
behalf of Lenders


                              By:  ___________________________
                              Name:___________________________
                              Title:__________________________



                      CONSENT AND AGREEMENT

      Forcenergy International Inc., a Delaware corporation,  and
Forcenergy  Resources Inc., a Delaware corporation,  each  hereby
consents to the provisions of this Amendment and the transactions
contemplated herein and hereby ratifies and confirms its Guaranty
dated  as  of  January 22, 1997 made by it  for  the  benefit  of
Lenders, and agrees that its obligations and covenants thereunder
are unimpaired hereby and shall remain in full force and effect.


                              FORCENERGY INTERNATIONAL INC.

                              By:
                              Name:
                              Title:


                              FORCENERGY RESOURCES INC.

                              By:
                              Name:
                              Title: