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                                                                     EXHIBIT 4.5

                 AMENDED AND RESTATED EDGE PETROLEUM CORPORATION
                           ELIAS STOCK INCENTIVE PLAN

      1. PLAN OBJECTIVES. This Amended and Restated Edge Petroleum Corporation
Elias Stock Incentive Plan (the "Plan") was adopted by Edge Petroleum
Corporation (the "Company") to induce and retain the employment of John W. Elias
(the "Grantee") as Chairman of the Board and Chief Executive Officer of the
Company by enabling the Grantee to acquire shares of the Company's Common Stock
through stock options and restricted stock grants and to stimulate the Grantee's
active interest in the development and financial success of the Company and its
Subsidiaries by providing the Grantee with a proprietary interest in the growth
and performance of the Company and its Subsidiaries.

      2. DEFINITIONS.  As used herein, the terms set forth below shall have the
following respective meanings:

         "Award Agreement" means an Option Agreement or a Restricted Stock
Grant.

         "Awards" means Options and/or Restricted Stock.

         "Board" means the Board of Directors of the Company.

         "Cause" means cause as defined in any written employment agreement
between the Grantee and the Company or a Subsidiary in effect at the time of the
Grantee's termination of employment or any other basis for termination by the
Company or a Subsidiary under such employment agreement on terms substantially
equivalent to the terms applicable to a "for cause" termination, or, in the
absence of any such employment agreement with a cause definition, any of the
following: (a) the Grantee is convicted of a felony involving moral turpitude,
(b) the Grantee commits a willful serious act intending to enrich himself at the
expense of the Company or any affiliated entity, or (c) the Grantee, in carrying
out his duties and responsibilities of employment, (i) is guilty of willful
gross neglect, or (ii) voluntarily engages in conduct that results in material
harm to the Company or any affiliated entity, unless such conduct was reasonably
believed by the Grantee in good faith to be in the best interests of the
Company.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Common Stock" means the Common Stock, par value $.01 per share, of the
Company.

         "Company" means Edge Petroleum Corporation, a Delaware corporation.

         "Disability" means disability as defined in any written employment
agreement between the Grantee and the Company or a Subsidiary in effect at the
time of the Grantee's termination of employment or, in the absence of any such
employment agreement with a disability definition, "Disability" shall mean
Grantee's becoming incapacitated by accident, sickness or other circumstances
which render him mentally or physically incapable of performing the duties and
services required of him in his employment with the Company or a


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Subsidiary on a full-time basis with reasonable accommodations for a period of
at least 120 consecutive days or for a period of 180 business days during any
12-month period.

         "Expiration of the Employment Term" means termination of the Grantee's
employment with the Company and its Subsidiaries pursuant to the expiration of
the term of any written employment agreement between the Grantee and the
Company or a Subsidiary in effect immediately prior to the time of the
Grantee's termination of employment, whether such expiration occurs
automatically by the passage of time or by reason of either party having given
notice that no further extensions of the employment term shall occur.

         "Fair Market Value" of a share of Common Stock means, as of a
particular date, (i) if shares of Common Stock are listed on a national
securities exchange, the mean between the highest and lowest sales price per
share of Common Stock on the consolidated transaction reporting system for the
principal national securities exchange on which shares of Common Stock are
listed on that date, or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was so reported,
(ii) if shares of Common Stock are not so listed but are quoted on the Nasdaq
National Market, the mean between the highest and lowest sales price per share
of Common Stock reported by the Nasdaq National Market on that date, or, if
there shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (iii) if the Common Stock
is not so listed or quoted, the mean between the closing bid and asked price on
that date, or, if there are no quotations available for such date, on the last
preceding date on which such quotations shall be available, as reported by the
Nasdaq Stock Market, or, if not reported by the Nasdaq Stock Market, by the
National Quotation Bureau Incorporated or (iv) if shares of Common Stock are
not publicly traded, the most recent value determined by an independent
appraiser appointed by the Company for such purpose.

         "Good Reason" means (a) good reason as defined in any written
employment agreement between the Grantee and the Company or a Subsidiary in
effect at the time of the Grantee's termination of employment, (b) if such an
agreement is then in effect but does not define "good reason" but contains a
provision permitting the Grantee to voluntarily terminate employment, upon the
occurrence of certain events, on terms substantially equal to those applicable
to an involuntary termination without cause, "Good Reason" shall mean any of
those events or (c) in the absence of any such employment agreement, definition
or provision, "Good Reason" shall be deemed to have occurred upon the happening
of any of the following without the consent of the Grantee:

         (i)     any reduction in the Grantee's annual rate of salary;

         (ii)    either (x) a failure of the Company to continue in effect any
       employee benefit plan in which the Grantee was participating or (y) the
       taking of any action by the Company that would adversely affect the
       Grantee's participation in, or materially reduce the Grantee's benefits
       under, any such employee benefit plan, unless such failure or such taking
       of any action adversely affects the senior members of the corporate
       management of the Company generally;

         (iii)   the assignment to the Grantee of duties and responsibilities
       that are


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       materially more oppressive or onerous than those attendant to the
       Grantee's position immediately after the date hereof;

         (iv)    the relocation of the office location as assigned to the
       Grantee by the Company to a location more than 20 miles from the
       Grantee's location on the date the Award was granted; or

         (v)     the failure of the Company to obtain, prior to the time of any
       reorganization, merger, consolidation, disposition of all or
       substantially all of the assets of the Company or similar transaction
       effective after the date hereof, in which the Company is not the
       surviving person, the unconditional assumption in writing or by operation
       of law of the Company's obligations to the Grantee under any Award
       Agreement by each direct successor to the Company in any such
       transaction.

         "Option" means a right to purchase a specified number of shares of
Common Stock at a specified price.

         "Option Agreement" means a written agreement between the Company and
the Grantee setting forth the terms, conditions and limitations applicable to an
Option hereunder.

         "Restricted Stock" means Common Stock or units representing such Common
Stock that is restricted or subject to forfeiture provisions.

         "Restricted Stock Grant" means a written agreement between the Company
and the Grantee setting forth the terms, conditions and limitations applicable
to Restricted Stock hereunder.

         "Subsidiary" means (i) in the case of a corporation, any corporation of
which the Company directly or indirectly owns shares representing more than 50%
of the combined voting power of the shares of all classes or series of capital
stock of such corporation which have the right to vote generally on matters
submitted to a vote of the stockholders of such corporation and (ii) in the case
of a partnership or other business entity not organized as a corporation, any
such business entity of which the Company directly or indirectly owns more than
50% of the voting, capital or profits interests (whether in the form of
partnership interests, membership interests or otherwise).

      3. COMMON STOCK AVAILABLE FOR AWARDS. Subject to the provisions of Section
11, there shall be available for Awards under this Plan an aggregate of 475,000
shares of Common Stock. The Board and the appropriate officers of the Company
shall from time to time take whatever actions are necessary to file any required
documents with governmental authorities, stock exchanges and transaction
reporting systems to ensure that shares of Common Stock are available for
issuance pursuant to Awards.

      4. ADMINISTRATION. This Plan shall be administered by the Board. Subject
to the provisions hereof, the Board shall have full and exclusive power and
authority to administer this Plan and to take all actions that are specifically
contemplated hereby or are necessary or appropriate in connection with the
administration hereof. The Board shall also have full and exclusive power to
interpret this Plan and to adopt such rules, regulations and guidelines for


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carrying out this Plan as it may deem necessary or proper, all of which powers
shall be exercised in the best interests of the Company and in keeping with the
objectives of this Plan. The Board may, in its discretion, provide for the
extension of the exercisability of an Option, accelerate the exercisability or
the vesting of an Award, eliminate or make less restrictive any restrictions
contained in an Award, waive any restriction or other provision of this Plan or
an Award or otherwise amend or modify an Award in any manner that is either not
adverse to the Grantee or consented to by the Grantee. The Board may correct any
defect or supply any omission or reconcile any inconsistency in this Plan or in
any Award in the manner and to the extent the Board deems necessary or desirable
to further the purposes of the Plan. Any decision of the Board in the
interpretation and administration of this Plan shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned. No member of the Board shall be liable for anything done or omitted
to be done by him or her, by any member of the Board or by any officer of the
Company in connection with the performance of any duties under this Plan, except
for his or her own willful misconduct or as expressly provided by statute.

      5. OPTIONS. Effective January 8, 1999, the Grantee was awarded an Option
for the purchase of 200,000 shares of Common Stock (the "Initial Option"). The
Initial Option shall become exercisable with respect to one-third of the total
number of shares of Common Stock that are subject thereto (rounded up to the
nearest whole number) on the date of grant and the first anniversary of the date
of grant and with respect to all remaining shares of Common Stock that are
subject thereto on the second anniversary of the date of grant. Further Options
may be awarded hereunder to the Grantee in the sole discretion of the Board and,
subject to the provisions of paragraphs 5, 8 and 9, shall have terms and
conditions as the Board shall determine.

         (a)  OPTION TERMS.

         (i)  EXERCISE PRICE. The price at which shares of Common Stock may be
       purchased upon the exercise of an Option shall be not less than the Fair
       Market Value of the Common Stock on the date of grant.

         (ii) TERM. Each Option shall have a term of ten years from the date of
       grant (the "Option Term").

         (b)  STOCK OPTION EXERCISE. The price at which shares of Common Stock
       may be purchased under an Option shall be paid in full at the time of
       exercise in cash or, if elected by the Grantee, the Grantee may purchase
       such shares by means of tendering Common Stock, valued at Fair Market
       Value on the date of exercise. The Board shall determine acceptable
       methods for the Grantee to tender Common Stock; provided that any Common
       Stock that is or was the subject of an Award or an employee award under
       another Company plan may be so tendered only if it has been held by the
       Grantee for six months. The Board may provide for procedures to permit
       the exercise of Options by use of the proceeds to be received from the
       sale of Common Stock issuable pursuant to an Option.

         (c)  DEFERRAL OF OPTION STOCK. With the approval of the Board, Common
       Stock payable in respect of an Option may be deferred and paid either in
       the form of


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      installments or as a lump-sum payment. Any deferred payment of Option
      stock may be forfeited if and to the extent that the Option Agreement or
      deferral agreement so provides.

      6. RESTRICTED STOCK. On March 1, 2001, the Board approved, upon the filing
of all documents relating to the Plan required by the Securities and Exchange
Commission and any applicable securities exchange, the grant of 14,000 shares of
Restricted Stock (the "Initial Restricted Stock Grant") to the Grantee. The
Initial Restricted Stock Grant, once granted, shall vest with respect to
one-third of the total number of shares of Common Stock that are subject thereto
(rounded up to the nearest whole number) on the first anniversary of the date of
the grant and the second anniversary of the date of the grant and with respect
to the remaining shares of Common Stock that are subject thereto on the third
anniversary of the grant. Further Restricted Stock Grants may be awarded
hereunder to the Grantee in the sole discretion of the Board.

      7. DOCUMENTATION. Each Award granted under this Plan shall be documented
in an Award Agreement which shall contain the applicable terms and conditions
set forth herein and such other terms, conditions and limitations as shall be
determined by the Board in its sole discretion, provided that such provisions
are not inconsistent with the provisions of this Plan. Each Award Agreement
shall be signed by the Grantee and by an authorized member the Board or by a
senior officer of the Company (other than the Grantee) authorized by the Board
to execute the Award Agreement for and on behalf of the Company.

      8. AWARD RESTRICTIONS. Unless otherwise determined by the Board in its
sole discretion, each Option shall terminate, prior to the expiration of the
Option Term, and all non-vested Restricted Stock shall be forfeited:

         (a) immediately upon termination of employment by reason of Expiration
      of the Employment Term or by the Company or a Subsidiary for Cause;

         (b) at 5 p.m. on the first business day following the expiration of the
      90-day period which will begin on the date of termination of Grantee's
      employment if the Grantee terminates employment with the Company and its
      Subsidiaries voluntarily without Good Reason (excluding by Expiration of
      the Employment Term); and

         (c) at 5 p.m. on the first business day following the expiration of the
      one-year period which will begin on the date of termination of Grantee's
      employment if the Grantee terminates employment with the Company and its
      Subsidiaries voluntarily with Good Reason or the Company or a Subsidiary
      terminates the Grantee's employment without Cause (excluding by
      Expiration of the Employment Term).

For purposes of this Plan, termination of employment by reason of the death or
Disability of the Grantee shall be treated as a termination of employment by the
Company without Cause. Notwithstanding any contrary provision of this Plan, an
Option shall in any event terminate upon the expiration of the Option Term. All
of the provisions of this Section 8 are subject to the provisions of any written
employment agreement between the Grantee and the Company or a Subsidiary that
applies, by its terms, to an Option and that is in effect at the time its
provisions would become operative with respect to that Option.


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      9. TERMINATION WITHOUT CAUSE OR FOR GOOD REASON.

         (a) Notwithstanding anything to the contrary contained herein:

         (i) all shares subject to all outstanding Options shall become fully
     exercisable and all non-vested Restricted Stock shall vest immediately
     upon termination of the Grantee's employment by the Company or a
     Subsidiary without Cause (excluding by reason of Expiration of the
     Employment Term) or termination of the Grantee's employment by the
     Grantee for Good Reason; and

        (ii) subject to paragraph (i) above, no additional shares shall become
     available for purchase if the Grantee has not remained in the continuous
     employment of the Company and its Subsidiaries through the applicable
     date.

        (b) In any event in which an Option remains exercisable for a period of
     time following the date of termination of Grantee's employment, the
     Option may be exercised during such period of time only to the extent it
     was exercisable on the date of termination of the Grantee's employment.
     To the extent an Option becomes exercisable, such Option may be exercised
     in whole or in part (at any time or from time to time, except as
     otherwise provided herein) until expiration of the Option Term or earlier
     termination of the Option. A change of employment is continuous
     employment within the meaning of this Section 9 provided that, after
     giving effect to such change, the Grantee continues to be an employee of
     the Company or any Subsidiary. All of the provisions of this Section 9
     are subject to the provisions of any written employment agreement between
     the Grantee and the Company or a Subsidiary that applies, by its terms,
     to an Option and that is in effect at the time its provisions would
     become operative with respect to that Option.

     10. TAXES. The Company shall have the right to deduct applicable taxes from
any Award payment and withhold, at the time of delivery of shares of Common
Stock under this Plan or such other appropriate time, an appropriate number of
shares of Common Stock for payment of taxes required by law or to take such
other action as may be necessary in the opinion of the Company to satisfy all
obligations for withholding of such taxes. The Board may also permit withholding
to be satisfied by the transfer to the Company of shares of Common Stock
theretofore owned by the Grantee. If shares of Common Stock are used to satisfy
tax withholding, such shares shall be valued based on the Fair Market Value when
the tax withholding is required to be made. The Board may provide for loans, on
either a short term or demand basis, from the Company to the Grantee to permit
the payment of taxes required by law.

     11. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION. The Board may
amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose permitted
by law, except that no amendment or alteration that would adversely affect the
rights of the Grantee under an Award previously granted shall be made without
the consent of the Grantee and no amendment or alteration shall be effective
prior to its approval by the stockholders of the Company to the extent such
approval is then required by applicable legal requirements.


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     12. ASSIGNABILITY. Unless otherwise determined by the Board and provided in
the applicable Award Agreement, no Award, Award Agreement or deferred option
stock shall be assignable or otherwise transferable except by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement Income Security
Act, or the rules thereunder. Any attempted assignment of an Award, Award
Agreement or deferred option stock in violation of this Section 12 shall be null
and void.

     13. ADJUSTMENTS.

         (a) The existence of outstanding Awards shall not affect in any manner
the right or power of the Company or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
capital stock of the Company or its business or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock (whether or not such issue is prior to, on a parity with or junior to the
Common Stock) or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding of any kind, whether or not of a character similar to that of
the acts or proceedings enumerated above.

         (b) In the event of any subdivision or consolidation of outstanding
shares of Common Stock, declaration of a dividend payable in shares of Common
Stock or other stock split, then (i) the number of shares of Common Stock
reserved under this Plan, (ii) the number of shares of Common Stock covered by
outstanding Options, (iii) the exercise price in respect of such Options, (iv)
the appropriate Fair Market Value and other price determinations for such
Options and (v) the number of shares of Common Stock covered by Restricted Stock
Grants shall each be proportionately adjusted by the Board to reflect such
transaction. In the event of any other recapitalization or capital
reorganization of the Company, any consolidation or merger of the Company with
another corporation or entity, the adoption by the Company of any plan of
exchange affecting the Common Stock or any distribution to holders of Common
Stock of securities or property (other than normal cash dividends or dividends
payable in Common Stock), the Board shall make appropriate adjustments to (i)
the number of shares of Common Stock covered by outstanding Options, (ii) the
exercise price in respect of such Options, (iii) the appropriate Fair Market
Value and other price determinations for such Options and (iv) the number of
shares of Common Stock covered by Restricted Stock Grants shall each be
proportionately adjusted by the Board to reflect such transaction; provided that
such adjustments shall only be such as are necessary to maintain the
proportionate interest of the Grantee and preserve, without exceeding, the value
of such Awards. In the event of a corporate merger, consolidation, acquisition
of property or stock, separation, reorganization or liquidation, the Board shall
be authorized to issue or assume Awards by means of substitution of new Awards,
as appropriate, for previously issued Awards or to assume previously issued
Awards as part of such adjustment.

         (c) In the event of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization or liquidation, the Board may make
such adjustments to outstanding Awards or other provisions for the disposition
of outstanding Awards as it deems equitable, and shall be authorized, in its
discretion, (i) to provide for the substitution of a new Award or other
arrangement (which, if applicable, may be exercisable for such property or stock


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as the Board determines) for an outstanding Award or the assumption of an
outstanding Award, regardless of whether in a transaction to which Section
424(a) of the Code applies, (ii) to provide, prior to the transaction, for the
acceleration of the exercisability or vesting of, or lapse of restrictions with
respect to, the outstanding Award and, if the transaction is a cash merger, to
provide for the termination of any portion of the Award that remains unexercised
or restricted at the time of such transaction or (iii) to provide for the
acceleration of the exercisability or vesting of an outstanding Award and the
cancellation thereof in exchange for such payment as shall be mutually agreeable
to the Grantee and the Board.

     14. RESTRICTIONS. No Common Stock shall be issued with respect to any Award
unless the Company shall be satisfied based on the advice of its counsel that
such issuance will be in compliance with applicable federal and state securities
laws. Certificates evidencing shares of Common Stock delivered under this Plan
(to the extent that such shares are so evidenced) may be subject to such stop
transfer orders and other restrictions as the Board may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange
Commission, any securities exchange or transaction reporting system upon which
the Common Stock is then listed or to which it is admitted for quotation and any
applicable federal or state securities law. The Board may cause a legend or
legends to be placed upon such certificates (if any) to make appropriate
reference to such restrictions.

     15. UNFUNDED PLAN. This Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to the Grantee, any such accounts shall
be used merely as a bookkeeping convenience. The Company shall not be required
to segregate any assets that may at any time be represented by Common Stock or
rights thereto, nor shall this Plan be construed as providing for such
segregation, nor shall the Company or the Board be deemed to be a trustee of any
Common Stock or rights thereto to be granted under this Plan. Any liability or
obligation of the Company to any Participant with respect to an Award or Award
stock shall be based solely upon any contractual obligations that may be created
by this Plan and any Award Agreement, and no such liability or obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any
property of the Company. Neither the Company nor the Board shall be required to
give any security or bond for the performance of any obligation that may be
created by this Plan.

     16. GOVERNING LAW. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions of
the Code or the securities laws of the United States, shall be governed by and
construed in accordance with the laws of the State of Delaware.

     17. EFFECTIVENESS. The Plan was originally effective as of January 1, 1999,
and as amended and restated shall be effective as of May 2, 2001.





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