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                                                                  Exhibit 10.24


                                 SECOND AMENDMENT OF
                        AMENDED AND RESTATED CREDIT AGREEMENT

          THIS SECOND AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of November 1, 1997, is by and among BASIN EXPLORATION,
INC., a Delaware corporation ("Borrower"), COLORADO NATIONAL BANK ("CNB"), UNION
BANK OF CALIFORNIA, N.A. ("Union"), and NATIONSBANK OF TEXAS, N.A. ("NBT"), in
its capacity as a Lender and as Agent for Lenders.  CNB, Union and NBT are
herein collectively referred to as "Lenders."

                                       RECITALS

          A.   Borrower and Lenders entered into an Amended and Restated Credit
Agreement dated as of August 6, 1996 (the "Original Credit Agreement"), as
amended by a First Amendment of Amended and Restated Credit Agreement dated as
of June 11, 1997 (the "First Amendment"), in order to set forth the terms upon
which Lenders would make loans to Borrower and issue letters of credit at the
request of Borrower and by which such loans and letters of credit would be
governed.  Capitalized terms used herein without definition shall have the same
meanings as set forth in the Original Credit Agreement, as amended by the First
Amendment (the "Credit Agreement").

          B.   The parties hereto wish to enter into this Amendment in order to
amend certain terms and provisions of the Credit Agreement.

                                      AGREEMENT

          NOW, THEREFORE, in consideration of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as
follows:

          1.   CREDIT AGREEMENT.  Effective as of the date of this
Amendment, the Credit Agreement shall be, and hereby is; amended
as follows:

               (a)  The definitions of "Regular Borrowing Base" and
"Supplemental Borrowing Base" inserted into Section 1.1 of the Credit Agreement
pursuant to the First Amendment shall be deleted from the Credit Agreement.

               (b)  The definition of "Base Rate Spread" in Section 1.1 on page
1 of the Credit Agreement shall be deleted, and the following shall be
substituted therefor:



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                    "BASE RATE SPREAD" means: (a) for any and all calendar
     months that the Capitalization Ratio is greater than or equal to 50
     percent, 0.25 percentage points per annum; and (b) for any and all calendar
     months that the Capitalization Ratio is less than 50 percent, 0.00
     percentage points per annum.

          (c)  The definition of "Borrowing Base" in Section
1.1 on page 3 of the Credit Agreement shall be deleted, and the
following shall be substituted therefor:

                    "BORROWING BASE" means, at any time, the aggregate loan
     value of the Borrowing Base Properties, as determined by Lenders in
     accordance with the provisions of Section 3.2 below; provided that, for the
     time period from November 1, 1997 to the date as of which the May 1, 1998
     redetermination of the Borrowing Base becomes effective, the Borrowing Base
     shall be $45,000,000, unless Borrower and Lenders hereafter mutually agree
     upon a different amount or unless the Borrowing Base is redetermined
     pursuant to Section 3.2 below prior to such redetermination date.

          (d)  The definition of "Fixed Rate Spread" in
Section 1.1 on page 7 of the Credit Agreement shall be deleted, and the
following shall be substituted therefor:

                    "FIXED RATE SPREAD" means: (a) for any and all calendar
     months that the Capitalization Ratio is greater than or equal to 50
     percent, 1.25 percentage points per annum; (b) for any and all calendar
     months that the Capitalization Ratio is less than 50 percent but greater
     than or equal to 40 percent, 1.00 percentage point per annum; (c) for any
     and all calendar months that the Capitalization Ratio is less than 40
     percent but greater than or equal to 30 percent, 0.75 percentage point per
     annum; and (d) for any and all calendar months that the Capitalization
     Ratio is less than 30 percent, 0.625 percentage point per annum.

          (e)  Section 3.6(a) on pages 22 and 23 of the Credit Agreement shall
be deleted, and the following shall be substituted therefor:

                    Section 3.6. FEES. (a) Borrower shall pay to Agent, on
     behalf of Lenders (and Agent shall pay each Lender its respective
     Proportionate Share



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     thereof on the Business Day that any such payment is deemed to be received
     from Borrower), within 30 days after the end of each three-month period
     ending on the last day of January, April, July or October during the
     Revolving Period, commencing with the three-month period ending January 31,
     1998, a commitment fee, computed on a daily basis for such three-month
     period, in an amount equal to: (i) the Commitment Fee Rate, times (ii) the
     excess of the Commitment Amount over the sum of the outstanding principal
     balance of the Loan plus the face amount of all Letters of Credit
     outstanding hereunder.

          2.   LOAN DOCUMENTS.  All references in any document to the Credit
Agreement shall refer to the Credit Agreement, as amended and supplemented
pursuant to this Amendment.

          3.   CONDITIONS PRECEDENT.  The obligations of the parties under this
Amendment are subject, at the option of Lenders, to the prior satisfaction of
the condition that Borrower shall have executed and/or delivered, or caused to
have been executed and/or delivered, to or for the benefit of Lenders, the
following (all documents to be satisfactory in form and substance to Lenders):

               (a)  This Amendment.

               (b)  Such certificates of officers of Borrower as may be required
by Lenders.

               (c) Any and all other Loan Documents required by Lenders.

          4.   REPRESENTATIONS AND WARRANTIES.  Borrower hereby certifies to
Lenders that as of the date of (and after giving effect to) this Amendment,
except as heretofore disclosed to and waived by Lenders: (a) all of Borrower's
representations and warranties contained in the Credit Agreement are true,
accurate and complete in all material respects, and (b) no Default or Event of
Default has occurred and is continuing under the Credit Agreement.

          5.   CONTINUATION OF THE CREDIT AGREEMENT.  Except as specified in
this Amendment, the provisions of the.,Credit Agreement shall remain in full
force and effect, and if there is a conflict between the terms of this Amendment
and those of the Credit Agreement, the terms of this Amendment shall control.
Borrower hereby ratifies, confirms and adopts the Credit Agreement, as amended
hereby.



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          6.   EXPENSES.  Borrower shall pay all reasonable expenses incurred in
connection with the transactions contemplated by this Amendment, including
without limitation all reasonable fees and reasonable expenses of Lenders'
attorneys and all recording and filing fees, charges and expenses.

          7.   MISCELLANEOUS.  This Amendment shall be governed by and construed
under the laws of the State of Colorado and shall be binding upon and inure to
the benefit of the parties hereto and their successors and assigns. This
Amendment may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one instrument. Delivery
of this Amendment and any and all documents to be delivered in connection
herewith by any party may be effected, without limitation, by faxing a signed
counterpart of this Amendment to NBT (any party that effects delivery in such
manner hereby agreeing to transmit promptly to NBT an actual signed
counterpart).

          EXECUTED as of the date first above written.

                                   BASIN EXPLORATION, INC.

                                   By:  /s/ Neil L. Stenbuck
                                      -----------------------------------------
                                        Vice President/Chief Financial
                                         Officer

                                   COLORADO NATIONAL BANK

                                   By:  /s/ Kathryn A. Gaiter
                                      -----------------------------------------
                                        Vice President

                                   NATIONSBANK OF TEXAS, N.A., in its
                                    capacity as a Lender and as Agent
                                    for Lenders

                                   By:  /s/ David C. Rubenking
                                      -----------------------------------------
                                        Senior Vice President

                                   UNION BANK OF CALIFORNIA, N.A.

                                   By:  /s/ Randall L. Osterberg
                                      -----------------------------------------
                                        Vice President

                                   By:  /s/ Tony R. Weber
                                      -----------------------------------------
                                        Vice President