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                                                                   EXHIBIT 10.14
                          FIRST AMENDMENT TO AMENDED
                         AND RESTATED CREDIT AGREEMENT
                         -----------------------------

        THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the 
"First Amendment") made and entered into the 16th day of January, 1996, by and 
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between AMERAC ENERGY CORPORATION, a Delaware corporation, and BANK ONE, TEXAS,
NATIONAL ASSOCIATION, a national banking association.

                             W I T N E S S E T H:
                             - - - - - - - - - -

        WHEREAS, the above named parties did execute and exchange counterparts 
of that certain Amended and Restated Credit Agreement dated as of May 12, 1995 
(the "Agreement") to which reference is here made for all purposes;
      ---------

        WHEREAS, the above named parties are desirous of amending the Agreement 
in the particulars hereinafter set forth;

        NOW THEREFORE, in consideration of the mutual covenants and agreements 
of the parties to the Agreement and agreements of the parties hereto as set 
forth in this First amendment, the parties hereto agree as follows:

                            ARTICLE I.  DEFINITIONS

        As used herein, each term defined in the Agreement shall have the 
meaning assigned thereto in the Agreement and terms defined herein shall be 
incorporated into the Agreement unless expressly provided to the contrary.

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                            ARTICLE II.  AMENDMENTS

                2.01  The Agreement is hereby amended to substitute for the 
first paragraph of Section 2.4 the following:

                Until redetermined by the Lender as set forth below in this
                Section, as of January 16, 1996 the Borrowing Base is
                $10,600,000.00 and will decrease (a) $185,000.00 on the first
                day of each calendar month beginning on February 1, 1996 and (b)
                $185,000.00 when that certain Mortgaged Property commonly known
                as the Northwest Arapahoe Unit located in Cheyenne County,
                Colorado is sold.

                2.02  The Agreement is hereby amended to substitute for Section 
5.20 of the Agreement the following:

                5.20 Proceeds of Production. Direct all purchasers of production
                     ----------------------
                or disbursers of proceeds of production from the Borrowing Base
                Properties to pay such proceeds directly to a lock-box
                maintained by the Borrower and the Lender.

                2.03 The Agreement is hereby amended to substitute for Section 
5.23 of the Agreement the following:

                5.23 Fixed Charge Coverage Ratio. The Borrower will maintain for
                     ---------------------------
                the one (1) fiscal quarter period ending March 31, 1996, a ratio
                of (a) net cash flow from operations exclusive of working
                capital changes to (b) twenty-five percent (25%) of an amount
                equal to the quotient of (i) the Borrowing Base as of March 31,
                1996 divided by (ii) five, of no less than 1.2 to 1.0.

                The Borrower will maintain for the two (2) fiscal quarter period
                ending June 30, 1996, a ratio of (a) net cash flow from
                operations exclusive of working capital changes to (b) fifty
                percent (50%) of an amount equal to the quotient of (i) the
                Borrowing Base as of June 30, 1996 divided by (ii) five, of no
                less than 1.2 to 1.0.

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                The Borrower will maintain for the three (3) fiscal quarter
                period ending September 30, 1996, a ratio of (a) net cash flow
                from operations exclusive of working capital changes to (b)
                seventy-five percent (75%) of an amount equal to the quotient of
                (i) the Borrowing Base as of September 30, 1996 divided by (ii)
                five, of no less than 1.2 to 1.0.

                The Borrower will maintain for each four (4) fiscal quarter
                period beginning with the four (4) fiscal quarter period ending
                December 31, 1996, a ratio of (a) net cash flow from operations
                exclusive of working capital changes to (b) an amount equal to
                the quotient of (i) the Borrowing Base as of the last day of the
                last fiscal quarter in such four fiscal quarter period divided
                by (ii) five, of no less than 1.2 to 1.0.

                2.04 The Agreement is hereby amended to substitute for Section 
6.16 of the Agreement the following:

                6.16 Overhead Expense. For each of the 1995 and 1996 fiscal
                     ----------------
                years of the Borrower, the Borrower will not incur general and
                administrative expenses in excess of $1,600,000.00. For each
                fiscal quarter of the Borrower after the 1996 fiscal year of the
                Borrower, the Borrower will not incur general and administrative
                expenses in excess of twenty-four percent (24%) of gross
                revenues attributable to its oil and gas operations for any such
                fiscal quarter.

                2.05 The Agreement is hereby amended to add all of the Oil and 
Gas Properties set forth on Exhibit A hereto (identified by their commonly known
names) to Exhibits C and D of the Credit Agreement.

ARTICLE III.  REPRESENTATIONS AND WARRANTIES

                The Borrower hereby expressly remakes in favor of the Lender all
of the representations and warranties set forth in ARTICLE IV of the Agreement, 
as amended

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hereby, and represents and warrants that all such representations and warranties
remain true and unbreached, except as affected by the transactions contemplated
in the Agreement.

                           ARTICLE IV.  RATIFICATION

                Each of the parties hereto does hereby adopt, ratify and confirm
the Agreement, in all things in accordance with the terms and provisions 
thereof, as modified or amended by this First Amendment.

                           ARTICLE V.  MISCELLANEOUS

                5.01 All references to the Agreement in any document heretofore 
or hereafter executed in connection with the transactions contemplated in the 
Agreement shall be deemed to refer to the Agreement as amended by this First 
Amendment.

                5.02 THIS FIRST AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE 
UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF 
TEXAS.

                IN WITNESS WHEREOF, this First Amendment to Amended and Restated
Credit Agreement is executed as of the date first above written.
 
                                     AMERAC ENERGY CORPORATION


                                     BY:-------------------------------
                                        Jeffrey B. Robinson
                                        President and Chief Executive Officer


                      (Signatures continued on next page)

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                                        BANK ONE, TEXAS, NATIONAL 
                                           ASSOCIATION


                                        By: 
                                           -----------------------------
                                            Melanie M. Ottens
                                            Vice President



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