FIFTH AMENDMENT To CREDIT AGREEMENT
                                
                   Dated as of August 8, 1996
                                
                                
          THIS   FIFTH   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, and by  that  certain
Fourth  Amendment  to Credit Agreement dated as  of  January  16,
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 executed and delivered to the Lender a promissory  note
made  by  the  Borrowers dated January 16, 1996, payable  to  the
order  of  the Lender in the principal sum of $2,713,056.03  (the
"Existing Note"); and,
     
     WHEREAS,   the  Existing  Note  has  an  existing  principal
balance of $2,393,419.88, 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 renew, extend and modify the terms of
repayment of the debt currently evidenced by the Existing Note,
and the Lender has agreed to do so, subject to the terms and
conditions of this Amendment.
     
     NOW, THEREFORE, the parties hereto agree as follows:
     
     
     SECTION 1. Amendments to 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" shall mean the obligation of the
          Lender to renew, extend and modify $2,393,419.88 of
          the indebtedness of the Borrowers to the Lender
          heretofore evidenced by 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 (i)
          December 17, 1996, or (ii) 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 January 16, 1996,
          payable to the order of the Lender in the principal
          sum of $2,713,056.03.
               
     (d)     Section 2.1 of the Original Credit Agreement is
hereby amended to read in its entirety as follows:
     
               The Commitment. The Lender agrees, subject to the
          terms and conditions hereof, to renew and extend
          $2,393,419.88 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 $2,393,419.88 in indebtedness
          heretofore evidenced by the Existing Note being
          renewed and extended (but not novated) pursuant to the
          terms hereof shall be evidenced by a promissory note
          made by both Borrowers in solido 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, payable on demand, or if no demand is
          made, in four (4) installments of accrued interest
          outstanding as of each such payment date, commencing
          August 17, 1996, and continuing on the same day of
          each month thereafter, plus a final payment of all
          outstanding principal and accrued interest due on the
          Maturity Date (the "Note").
          
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 Lender 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 full on and as of such date;
          
          (b)     Under 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 frilly  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   are
          required    in   connection   with   the   transactions
          contemplated  hereby  from  the  Succession  of  Edward
          Carmouche, the Estate of John W. Mecom, and the  Estate
          of  Mary  Elizabeth Mecom, such court orders  shall  be
          obtained to Lender's satisfaction on or prior to August
          30, 1996;
          
          (b)      Lender shall receive, on or before August  30,
          1996,  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
          August  30,  1996, 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
Borrowers,  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.
     
     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. Nothing contained in this
Agreement shall be deemed to imply any obligation of the Lender
to renew the Note beyond its final maturity date of December 17,
1996, or beyond the date of the Lenders 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
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
Original 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.

     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 vendor's 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.  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 all and 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 August 8, 1996.
     
     
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:___________________________________
______________________
                        Title:________________________________