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                                                                     EXHIBIT 4.1


                    SECOND AMENDMENT TO STOCKHOLDER AGREEMENT


                  THIS SECOND AMENDMENT TO STOCKHOLDER AGREEMENT (this
"AGREEMENT") is entered into on January 15, 2002 by and among ENERGY PARTNERS,
LTD., a Delaware corporation (the "COMPANY"), EVERCORE CAPITAL PARTNERS L.P.,
EVERCORE CAPITAL PARTNERS (NQ) L.P. and EVERCORE CO. INVESTMENT PARTNERSHIP
L.P., each a limited partnership organized under the laws of the State of
Delaware, and EVERCORE CAPITAL OFFSHORE PARTNERS L.P., a limited partnership
organized under the laws of the Cayman Islands (collectively, the "EVERCORE
ENTITIES"), ENERGY INCOME FUND, L.P., a limited partnership organized under the
laws of the State of Delaware ("EIF"), and the individual stockholders of the
Company signatories hereto. Terms used but not defined herein have the meanings
assigned to such terms in the Stockholder Agreement (the "STOCKHOLDER
AGREEMENT") dated November 17, 1999, as amended, by and among the Company, the
Evercore Entities, EIF and the individual stockholders of the Company party
thereto (the "INDIVIDUAL STOCKHOLDERS").

                  WHEREAS, the Company, the Evercore Entities, EIF and the
Individual Stockholders are party to the Stockholder Agreement.

                  WHEREAS, the parties hereto wish to amend the Stockholder
Agreement as set forth in this Agreement.

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  1. Section 1.1 is hereby amended by adding the following
definition:

                           "HHOC Shareholders" means Paul Candies, W.P. Dillard,
                  Gary L. Hall, Wayne P. Hall, John H. Peper, Bruce R. Sidner
                  and their respective Affiliates (which term shall not include
                  the Company or its subsidiaries).

                  2. Section 3.2(a) and (b) is hereby amended in its entirety
with the following:

                           (a) The Board shall be composed of nine directors,
                  unless Richard A. Bachmann ceases to serve as Chairman and
                  Chief Executive Officer of the Company but remains a member of
                  the Board, in which case (and until Mr. Bachmann no longer
                  serves on the Board) the Board shall be composed of ten
                  directors. The number of Directors constituting the Board
                  shall not be changed until the earlier to occur of (x) the
                  Transition Date and (y) such time as any Person acquires at
                  least 80% of the issued and outstanding Common Stock,
                  provided, however, that a majority of the Board, with the
                  unanimous

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                  consent of each Director who is a designee of any Evercore
                  Entities pursuant to this Section 3.2 may alter the size of
                  the Board; provided, further, that no reduction shall
                  eliminate a designee of any Shareholder under Section 3.2(b)
                  without such Shareholder's consent.

                           (b) Until the Transition Date, the Evercore Entities
                  shall be entitled to designate or nominate four persons (with
                  each Evercore Entity designating at least one of the persons)
                  as directors of the Company (five persons if Richard A.
                  Bachmann no longer serves as Chief Executive Officer of the
                  Company but serves on the Board). EIF shall be entitled to
                  designate or nominate one person as a director of the Company,
                  the HHOC Shareholders shall be entitled to designate or
                  nominate one person as a director of the Company (which
                  designee shall initially be Gary L. Hall) and the Management
                  Shareholders shall be entitled to designate or nominate the
                  three remaining directors of the Company. From the Transition
                  Date until such time as the Evercore Entities Beneficially Own
                  a Company Ownership Interest of less than 10%, the Evercore
                  Entities shall be able to designate or nominate a number of
                  persons as directors of the Company equal to the product
                  (rounded to the next highest whole number) of (i) the Company
                  Ownership Interest of the Evercore Entities, times (ii) the
                  total number of directors then on the Company's Board.

                  3. Section 9.2 is hereby amended to add the following to the
last sentence:

                           "The rights of HHOC under Section 3.2 shall terminate
                  on the date on which the HHOC Shareholders have a Company
                  Ownership Interest (as determined in good faith by the
                  Company) of less than 10%."

                  4. By their execution hereof, Richard A. Bachmann and the
Evercore Entities acknowledge that the Required Approval has been obtained for
the execution, delivery and performance of this Agreement.

                  5. Except as expressly set forth herein, the terms of the
Stockholder Agreement are unchanged, and the Stockholder Agreement, as amended
by this Agreement, is hereby confirmed and ratified. Except for the HHOC
Shareholders, this Agreement is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.

                  6. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which shall, taken
together, be considered one and the same agreement, it being understood that the
parties need not sign the same counterpart.


                                      -2-
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                  7. This Agreement shall become effective upon the execution of
this Agreement by the Company, the Evercore Entities, EIF and the holders of a
majority of the Securities owned by Individual Shareholders.

                                      -3-
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                  IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.

                                    ENERGY PARTNERS, LTD.


                                    By:
                                       ------------------------------------
                                       Name:  Richard A. Bachmann
                                       Title: Chairman, President and Chief
                                              Executive Officer


                                    EVERCORE CAPITAL PARTNERS L.P.


                                    By:
                                       ------------------------------------
                                       Name:
                                       Title:


                                    EVERCORE CAPITAL PARTNERS (NQ) L.P.


                                    By:
                                       ------------------------------------
                                       Name:
                                       Title:


                                    EVERCORE CAPITAL OFFSHORE PARTNERS L.P.


                                    By:
                                       ------------------------------------
                                       Name:
                                       Title:


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                                    EVERCORE CO-INVESTMENT PARTNERSHIP L.P.


                                    By:
                                       ------------------------------------
                                       Name:
                                       Title:


                                    ENERGY INCOME FUND, LP


                                    By:
                                       ------------------------------------
                                       Name:
                                       Title:



                                    ---------------------------------------
                                    Richard A. Bachmann



                                    ---------------------------------------
                                    Suzanne Baer



                                    ---------------------------------------
                                    William O. Hiltz



                                    ---------------------------------------
                                    John McCandless



                                    ---------------------------------------
                                    Louis Willhoit, Jr.



                                    ---------------------------------------
                                    Clinton Coldren



                                    ---------------------------------------
                                    Ken Smith

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                                    ---------------------------------------
                                    Thomas DeBrock



                                    ---------------------------------------
                                    Ken Meyers



                                    ---------------------------------------
                                    John Phillips



                                    ---------------------------------------
                                    Eamon Kelly



                                    ---------------------------------------
                                    Harold Carter