AMENDMENT TO PROMISSORY Nom AND
               SIXTH AMENDMENT TO CREDIT AGREEMENT
                                
                  Dated as of January 28, 1997
                                
                                
          THIS  AMENDMENT TO PROMISSORY NOTE AND SIXTH  AMENDMENT
TO  CREDIT AGREEMENT (this "Amendment") is being entered into  by
and  among LUTCHER-MOORE  DEVELOPMENT  CORPORATION,  a  Louisiana
corporation ("Development Corporation"), LUTCHER & MOORE  CYPRESS
LUMBER  COMPANY,  a  Louisiana partnership in commendam  ("Lumber
Company")   (Development   Corporation   and   Lumber    Company,
collectively,  the "Borrowers"), and THE FIRST NATIONAL  BANK  OF
LAKE CHARLES, a national banking association (the "Lender"), with
THE  ESTATE OF MARY ELIZABETH MECOM, THE ESTATE OF JOHN W. MECOM,
THE  MARY ELIZABETH MECOM IRREVOCABLE TRUST, MATILDA GRAY STREAM,
THE  OPAL GRAY TRUST, HAROLD H.  STREAM, III, THE SUCCESSION   OF
EDWARD  CARMOUCHE,  and VIRGINIA MARTIN CARMOUCHE  (collectively,
the  "("Guarantors"),  as intervenors, and  with  L.  M.  HOLDING
ASSOCIATES,   L.  P.,  A  LOUISIANA  PARTNERSHIP   IN   COMMENDAM
("Holding"), also as intervenor.
          
          
                           WITNESSETH:
                                
     THAT,
     
     WHEREAS,  the  Borrowers  and  the  Lender  have  heretofore
entered  into that certain Credit Agreement dated as of  November
16,  1987,  as heretofore amended by that certain First Amendment
to  Credit  Agreement  dated  as of May  29,  1991,  between  the
Borrowers  and  the Lender, by that certain Second  Amendment  to
Credit  Agreement dated as of May 26, 1994, among the  Borrowers,
Lender,  Guarantors and Holding, by that certain Third  Amendment
to  Credit  Agreement  dated  as of  June  15,  1995,  among  the
Borrowers, Lender, Guarantors and Holding, by that certain Fourth
Amendment to Credit Agreement dated as of January 16, 1996, among
the  Borrowers,  Lender,  Guarantors and  Holding,  and  by  that
certain Fifth Amendment to Credit Agreement dated as of August 8,
1996,  among the Borrowers, Lender, Guarantors and Holding  (said
Credit   Agreement,   as   so  amended,  the   "Original   Credit
Agreement"); and,
     
     WHEREAS,  pursuant  to  the Original Credit  Agreement,  the
Borrowers owed and delivered to the Lender a promissory note made
by  the  Borrowers dated August 8, 1996, payable to the order  of
the  Lender  in  the  principal  sum  of  $2,393,419.88,  bearing
interest  at the rate of 9.25% per annum (the "Existing  Note"),-
and,
     
     WHEREAS,   the  Existing  Note  has  an  existing  principal
balance of $2,293,419.88, which amount is due and payable in full
under the terms of the Existing Note; and,
     
     WHEREAS, the Borrowers, the Guarantors, and Holding have
all requested the Lender to extend the maturity date of the
Existing Note, and the Lender has agreed to do so, subject to the
terms and conditions of this Amendment.
     
     
     NOW, THEREFORE, the patties hereto agree as follows:
     
     
     SECTION 1. Amendments to the Existing Note and the Original
Credit Agreement.
     
     
     (a)     Section 1.1.4 of the Original Credit Agreement is
hereby amended to read in its entirety as follows:
     
               "Commitment" stall mean the obligation of the
          Lender to extend the maturity date of the Existing
          Note under the terms and conditions set forth herein.
               
     (b)     Section 1.1.20 of the Original Credit Agreement is
hereby amended to read in its entirety as follows:
     
               "Maturity Date" means the earlier to occur of (1)
          March 17, 1997, or (11) the earlier date of the
          Lenders acceleration of the Obligations pursuant to
          Section 8.1 hereof
               
     (c)     Section 1.1.21 of the Original Credit Agreement is
hereby amended to read in its entirety as follows:
     
               "Existing Note" means that certain promissory
          note made by the Borrowers dated August 8, 1996,
          payable to the order of the Lender in the principal
          sum of $2,393,419.88.
               
     (d)     Section 2.1 of the Original Credit Agreement is
hereby amended to read in its entirety as follows:
     
          The Lender agrees, subject to the terms and conditions
          hereof, to renew and extend $2,293,419.88 of the
          indebtedness of the Borrowers heretofore evidenced by
          the Existing Note from the date hereof until the
          Maturity Date.
          
     (e)     Section 2.2 of the Original Credit Agreement is
hereby amended to read in its entirety as follows:
     
          The  Note. The $2,293,419.88 in indebtedness heretofore
          evidenced  by  the Existing Note shall continue  to  be
          evidenced by the Existing Note, as amended hereby.  The
          Existing  Note  is  hereby amended  so  that  it  shall
          continue  to be payable on demand, or if no  demand  is
          made,  in  monthly installments of accrued  and  unpaid
          interest,  with such payments to be due and payable  on
          the  17th  day  of  each  month from  the  date  hereof
          through and until the Maturity Date, at which time  all
          principal  and  accrued interest shall  be  payable  in
          full  (said note, as so amended, is herein referred  to
          as the "Note").
          
Likewise, the Existing Note is also hereby amended as provided in
the  foregoing  amendment to Section 2.2 of the  Original  Credit
Agreement  by  amending the payment provisions and maturity  date
such  that  the  Existing Note shall continue to  be  payable  on
demand,  or  if  no  demand is made, in monthly  installments  of
accrued  and unpaid interest, with such payments to  be  due  and
payable  on  the  17th  day of each month from  the  date  hereof
through and until the March 17, 1997, at which time all principal
and  accrued interest shall be payable in full.  In addition, all
references  in the Original Credit Agreement to the  term  "Note"
are hereby amended to refer the Note, as defined herein.

     (f)      Article  IV  of  the Original Credit  Agreement  is
hereby deleted in its entirety and replaced with the following:
     
                           ARTICLE IV
                                
               CONDITIONS PRECEDENT AND CONDITIONS
                           SUBSEQUENT
                                
               4.1      The  obligation of Lender  to  honor  the
          Commitment  is  subject  to  the  following  conditions
          precedent:
               
          (a)       The   representations   and   warranties   of
          Borrowers  set  forth herein, or in any other  document
          furnished  to  under in connection herewith,  shall  be
          true  and correct, when made and on and as of the  date
          of  the renewal of the Obligations pursuant hereto,  as
          if restated in flail on and as of such date;
          
          (b)      Lender shall have received specific  corporate
          resolutions  of  Development Corporation  and  Holdings
          and  proof  Of  authority for  the  person  or  persons
          signing  this  Amendment,  the  Note  or  any  of   the
          Collateral  Documents on behalf of  Lumber  Company  or
          any  Guarantor which is a trust or estate, all of which
          must be satisfactory in form and substance to Lender;
          
          (c)      Lender  shall  have   received,  in  form  and
          substance,  satisfactory  to  Lender,  fully   executed
          counterparts  of  this Amendment,  the  Note,  and  the
          modification to the Lumber Company Note;
         
         (d)    No  Default or Event of Default exists  hereunder
         or  shall  result  from  the  transactions  contemplated
         hereby  (except  as may have been waived  by  Lender  in
         writing);
         
         (e)    Lender  shall have received opinions  of  counsel
         for Borrowers, Guarantors and Holding, in form and
         substance satisfactory to Lender; and,
         
         (f)    Lender  shall  have  received  a  fully  executed
         counterpart of an amendment to the Servicing  Agreement,
         in form and substance satisfactory to it.
         
              4.2  Conditions Subsequent. Lenders obligations to
         allow  the  Obligations to remain outstanding  shall  be
         subject  to the satisfaction of the following conditions
         subsequent:
         
          (a)      To  the  extent  the  opinion  of  counsel  to
          Borrowers   cannot  state  that  no  court  orders   am
          required    in   connection   with   the   transactions
          contemplated  hereby  from  the  Succession  of  Edward
          Carmouche,  tile  Estate  of John  W.  Mecom,  and  the
          Estate of Mary Elizabeth Mecom, such court order  shall
          be  obtained  to Lender's satisfaction on or  prior  to
          February 28, 1997;
          
          (b)    Lender  shall reeve, on or before  February  23,
          1997,  an endorsement to the title policy insuring  the
          Mortgage  pursuant to which the title shall be  brought
          current  through  the  date of  this  Amendment,  which
          shall  evidence no liens against the Lands  and  Leases
          covered  by  the Mortgage other than the  Mortgage  and
          other  mortgages or liens which have been consented  to
          in writing by the Lender; and,
          
          (c)     Holding shall continue to deposit a minimum  of
          $15,000.00  per month, in the deposit account  affected
          by the Holding Assignment of Deposit Account.
          
          
     (g)      Section  8.1  of the Original Credit  Agreement  is
hereby amended to revise subparagraph (i) thereof to read in  its
entirety as follows:
     
               (i)      Failure  of the Borrowers to  deliver  to
          the  Lender  the  title insurance endorsement  required
          pursuant  to  section  4.2(b) hereof  on  or  prior  to
          February  28, 1997, or the failure of the Borrowers  to
          timely  obtain and deliver to Lender the court  orders,
          if any, required pursuant to Section 4.2(a) hereof;
     
     SECTION  2. No Defaults; Representations True. The Borrowrs,
the Guarantors, and Holding hereby represent and warrant that, to
the  best  of  their knowledge, no Event of Default or  potential
Event  of  Default has occurred and is continuing as of the  date
hereof  under  the Original Credit Agreement, as amended  hereby,
and   that,  to  the  best  of  their  knowledge,  all   of   the
representations, warranties, and covenants made in the  Note  and
in   Original  Credit  Agreement,  and  in  all  other  documents
pertaining  or  relating  to the Original  Credit  Agreement,  as
amended  hereby, are, as of the date hereof true and  correct  in
all material aspects.
     
     SECTION  3.   No  Defenses   The  Borrowers  represent   and
warrant   that   there  is  no  defense,  offset,   compensation,
counterclaim or reconventional demand with respect to amounts due
under,  or  performance of, the terms of the  Note;  and  to  the
extent  any  such defense, offset, compensation, counterclaim  or
reconventional  demand  or other causes  of  action  might  exist
whether  known  or unknown, such items are hereby waived  by  the
Borrowers.
     
     SECTION  4. Modification of Lumber Company Note. The  Lender
agrees to allow the Borrowers to enter into a modification of the
Lumber Company Note, as defined in the Original Credit Agreement,
which the Lender currently holds in pledge pursuant to the Lumber
Company Note Pledge, as defined in the Original Credit Agreement,
to  provide  that its payment terms are the same as  the  payment
terms of the Note, as amended hereby.
     
     SECTION   5.   Conditions  Precedent.  This   Amendment   is
expressly  subject  to the prior satisfaction of  the  conditions
precedent  set  forth  in  Articles 4.1 of  the  Original  Credit
Agreement, as amended hereby.
     
     SECTION  6.  No  Novation. Nothing in this  Agreement  shall
constitute the satisfaction or extinguishment of the amounts owed
under  the  Existing  Note, nor shall it be  a  novation  of  the
amounts  owed  under  the Existing Note, as  the  same  has  been
amended  hereby.  Nothing contained in this  Agreement  shall  he
deemed  to imply any obligation of the Lender to renew  the  Note
beyond  its  extended final maturity date of March 17,  1997,  or
beyond  the  date  of  the Lender's earlier acceleration  thereof
pursuant  to  Section  8.1 of the Original Credit  Agreement,  as
amended hereby.
     
       SECTION  7.  Ratification  and  Confirmation.  Except   as
expressly  modified  herein,  all terms  and  provisions  of  the
Existing Note and of the Original Credit Agreement, and all terms
and  provisions of all other documents securing or evidencing the
obligations of the Borrowers under the Original Credit Agreement,
as  amended hereby (including without limitation those Collateral
Documents  described  in  Section  3.2  of  the  Original  Credit
Agreement)  are hereby ratified and confirmed, and shall  be  and
shall  remain in full force and effect, enforceable in accordance
with  their  terms. The Borrowers hereby confirm and  ratify  all
Collateral  Documents to which they are a party, and  agree  that
such  instruments shall continue to apply to and  secure  payment
of;  without limitation, the indebtedness of the Borrowers to the
Lender  arising  pursuant to the Original  Credit  Agreement  (as
amended  hereby)  and  the Note.  The Borrowers  and  the  Lender
hereby  acknowledge that the Collateral Note (as defined  in  the
Original Credit Agreement) has been constantly held by the Lender
since November 16, 1987, pursuant to the terms of the Pledge  (as
defined  in  the Original Credit Agreement), and that the  Lender
shall continue to hold the Collateral Note in pledge pursuant  to
the  terms and provisions of the Pledge (as defined in  the  Or-i
Credit Agreement), as confirmed and ratified hereby.

     SECTION   8.  Intervention  by  Guarantors.  Now  to   these
presents  intervene the Guarantors (including without limitation,
the  undersigned representative of the Succession  of  Edward  M.
Carmouche,  who acknowledges, confirms and ratifies the  Guaranty
of  Edward  M.  Carmouche  and the  prior  pledge  of  Edward  M.
Carmouche of his partnership interest in Lumber Company  pursuant
to  the Partnership Pledge, and the undersigned representative of
the  Estate  of Mary Elizabeth Mecom, who acknowledges,  confirms
and  ratifies the Guaranty of Mary Elizabeth Mecom),  who  hereby
agree  to  the terms of this Agreement, who further  confirm  and
ratify  (i)  their  respective  Guaranties,  as  defined  in  the
Original   Credit   Agreement,  guaranteeing   payment   of   the
indebtedness  of  the  Borrowers to  the  Lender,  and  (ii)  the
Partnership Pledge, as defined in the Original Credit  Agreement,
and  who agree that such Guaranties and Partnership Pledge  shall
continue  to  apply to and secure payment of, without limitation,
the  indebtedness of the Borrowers to the Lender arising pursuant
to  the  Original  Credit Agreement (as amended hereby)  and  the
Note, as amended hereby.
     
     SECTION  9.  Intervention by Holding. Now to these  presents
intervenes  Holding,  who hereby agrees  to  the  terms  of  this
Amendment.  Holding does hereby further confirm  and  ratify  the
Holding  Security  Agreement, the Holding Collateral  Assignment,
the  Lumber  Company  Note (as modified), the  vendors  lien  and
mortgage securing the Lumber Company Note, and the Lumber Company
Note  Pledge  (subject to the terms of the  modification  of  the
Lumber  Company  Note  as anticipated herein),  and  the  Holding
Assignment  of Deposit Account, and agrees that such  instruments
shall  continue  to  apply  to  and secure  payment  of;  without
limitation,  the  indebtedness of the  Borrowers  to  the  Lender
arising  pursuant  to the Original Credit Agreement  (as  amended
hereby) and the Note (as amended hereby). Lumber Company, Holding
and  the  Lender hereby acknowledge that the Lumber Company  Note
has  been  constantly  held by the Lender  since  May  29,  1991,
pursuant to the terms of the Lumber Company Note Pledge, and that
the  Lender  shall continue to hold the Lumber Company  Note  (as
modified with the consent of Lender pursuant to the provisions of
Section  4 hereof) in pledge pursuant to the terms and provisions
of  the  Lumber  Company Note Pledge, as confirmed  and  ratified
hereby.
     
     SECTION  10. Fees and Expenses.   Holding hereby  agrees  to
pay  all  fees,  taxes,  costs and  expenses  of  the  Lender  in
connection  with  the  preparation, negotiation,  execution,  and
delivery  of  this Amendment and of all Collateral Documents  (or
modifications  or confirmations thereof) executed  in  connection
with  the  transactions  contemplated hereby,  including  without
limitation  the disbursements and reasonable fees of  counsel  to
the  Lender and the costs of the endorsement to the title  policy
required hereunder, and the Borrowers and Holding hereby agree to
bound  in  solido to the Bank for the payment of  all  costs  and
expenses of the Lender in connection with the enforcement of  the
Original  Credit Agreement, as amended hereby, the  Note  or  the
other Collateral Documents, including reasonable attorney's  fees
and disbursements incurred in connection therewith.
     
     SECTION 11. Further Assurances. The Borrowers, Guarantors,
and Holding agree to do, execute, acknowledge and deliver, all
and every such further acts and instruments as the Lender may
reasonably require for the better assuring and confirming unto
the Lender an singular the rights granted or intended to be
granted hereby or hereunder.

     SECTION 12. Capitalized Terms. All capitalized terms used
herein and not otherwise defined herein shall have the meanings
ascribed to them in the Original Credit Agreement.
     
     SECTION 13. Counterparts.  This Amendment may be executed
by the parties hereto in any number of separate counterparts,
each of which when so executed and delivered shall be deemed to
be an original and all of which when taken together shall
constitute but one and the same instrument.
     
     SECTION 14. Governing Law; Binding Effect.  This Amendment
shall be governed by and construed in accordance with the laws of
the State of Louisiana and shall be binding upon the parties
hereto and their respective successors and assigns.
     
     
     SECTION 15. Headings. Section headings in this Amendment
are included herein for the convenience of reference only and
shall not constitute part of this Amendment for any other
purpose.
     
     
     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by themselves or their duly
authorized representatives as of January 28, 1997.
     
     
WITNESSES:               THE BORROWERS:


                         LUTCHER-MOORE DEVELOPMENT CORPORATION
_______________________

                         By:_________________________
                            John W. Mecom, III, President
________________________


                         LUTCHER & MOORE CYPRESS LUMBER COMPANY,
                         A Louisiana partnership in Commendam


                          By: The Mary Elizabeth Mecom Irrevocable Trust,
                                   its General Partner
________________________
                              By:____________________
                                   John W. Mecom, Jr.,
                                   its Successor Trustee
________________________

________________________
                              By:________________________
                                   Matilda Gray Stream,
                                   its General Partner
________________________

                         THE LENDER:

                         THE FIRST NATIONAL BANK OF LAKE
                         CHARLES

________________________
                         By:____________________________
                              Wayne B. Gabbert,
                              Executive Vice President
________________________


                         THE INTERVENORS:

                         ESTATE OF MARY ELIZABETH MECOM

_______________________
                         By:____________________________
                              John W. Mecom, Jr.,
______________________          Its Executor

                         ESTATE OF JOHN W. MECOM

______________________
                         By:_____________________________
                              John W. Mecom, III
______________________       Independent Co-Executor

                         THE MARY ELIZABETH MECOM
                           IRREVOCABLE TRUST

_______________________
                         By:___________________________
                              John W. Mecom, Jr.,
_______________________     its Successor Trustee


_______________________
                         ______________________________
                         MATILDA GRAY STREAM
_______________________

                         OPAL GRAY TRUST

________________________
                         By:___________________________
                              George L. Paret, III,
________________________          its Co-Trustee

________________________
                         By:__________________________
                              Bruce N. Kirkpatrick,
______________________           its Co-Trustee


______________________
                         _______________________________
                         HAROLD H. STREAM, III
______________________

                         SUCCESSION OF EDWARD M. CARMOUCHE
______________________

                         By:______________________________
                              Virginia Martin Carmouche,
_____________________                Executrix

_____________________
                         _________________________________
                         VIRGINIA MARTIN CARMOUCHE
______________________


                         L.M. HOLDING ASSOCIATES, L.P.,
                          A Louisiana Partnership in
                          Commendam


                         By:  XCL Land Ltd., its
                              General Partner
__________________________

                              By:________________________
                              Title:_____________________
__________________________