UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001

                         Commission File Number: 0-25386

                                 FX ENERGY, INC.
               --------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Nevada                                       87-0504461
   -------------------------------                   ---------------------
   (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                    Identification No.)

 3006 Highland Drive, Suite 206, Salt Lake City, Utah          84106
 ----------------------------------------------------        ----------
      (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:     Telephone (801) 486-5555
                                                         Telecopy (801) 486-5575

Securities registered pursuant to Section 12(b) of the Act:

   Title of each class                Name of each exchange on which registered
   -------------------                ------------------------------------------
           None                                            None

Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, Par Value $0.001
                         Preferred Stock Purchase Rights
                        --------------------------------
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure  of delinquent  filers in response
to  Item  405 of  Regulation  S-K is  not  contained  herein,  and  will  not be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

         State the  aggregate  market value of the voting and  nonvoting  common
equity held by nonaffiliates of the registrant. The aggregate market value shall
be computed by  reference to the price at which the common  equity was sold,  or
the average bid and asked prices of such common  equity,  as of a specified date
within 60 days prior to the date of filing.  As of March 29, 2002, the aggregate
market value of the voting and nonvoting  common equity held by nonaffiliates of
the registrant was $50,466,608.

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common  stock,  as of the latest  practicable  date.  As of March 29,
2002, FX Energy had outstanding 17,628,235 shares of its common stock, par value
$0.001.

DOCUMENTS INCORPORATED BY REFERENCE.  None.

<PAGE>

--------------------------------------------------------------------------------
                                 FX ENERGY, INC.
              Form 10-K for the fiscal year ended December 31, 2001
--------------------------------------------------------------------------------


                                Table of Contents


  Item                                                                     Page
-----------                                                            ---------
                                    Part III

   10.      Directors and Officers of Registrant.........................   1
   11.      Executive Compensation.......................................   3
   12.      Security Ownership of Certain Beneficial Owners
              and Management.............................................   9
   13.      Certain Relationships and Related Transactions...............  10

   --       Signature Page...............................................  11



                                       i
<PAGE>

                                    PART III

--------------------------------------------------------------------------------
                  ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT
--------------------------------------------------------------------------------

EXECUTIVE OFFICERS AND DIRECTORS

         FX  Energy's  articles  of  incorporation  provide  that  the  board of
directors  shall be  divided  into  three  classes,  with each class as equal in
number as  practicable.  One class is to be elected  each year for a  three-year
term at the annual stockholder meeting.

         The following table sets forth the name, age and position of each of FX
Energy's current executive officers and directors:
<TABLE>
<CAPTION>
                                         Director
                  Name            Age  Term Expires                           Title
         ----------------------- ---- -------------  -------------------------------------------------------------------
         <S>                     <C>      <C>        <C>
         David N. Pierce          56       2002      President and Chairman of the Board of Directors
         Andrew W. Pierce         54       2003      Vice-President, Chief Operating Officer and Director
         Thomas B. Lovejoy        65       2004      Chief Financial Officer and Vice-Chairman of the Board of Directors
         Jerzy B. Maciolek        51       2005      Vice-President International Exploration and Director
         Scott J. Duncan          53       2004      Vice-President Investor Relations, Secretary and Director
         Peter L. Raven           63       2002      Director
         Dennis B. Goldstein      56       2004      Director
</TABLE>

         The principal occupation, title and business experience of FX Energy's
executive officers and directors during the last five years are indicated below.

         David N. Pierce, President and Chairman of the Board of Directors of FX
Energy  since 1992.  For over three years  prior to 1992,  Vice-President  and a
director of FX Energy's  predecessor,  Frontier Exploration Company,  co-founded
with his brother,  Andrew W. Pierce,  in January 1989,  which was acquired by FX
Energy in 1992.  Executive  capacities with privately held oil and gas companies
since 1979. An attorney  with over 25 years of experience in natural  resources,
securities and international  business law. Graduate of Princeton University and
Stanford Law School.

         Andrew  W.  Pierce,  Vice-President,  Chief  Operating  Officer  and  a
director of FX Energy since 1992. For over three years prior to 1992,  President
and a  director  of  FX  Energy's  predecessor,  Frontier  Exploration  Company,
co-founded  with his  brother,  David N.  Pierce,  in  January  1989,  which was
acquired  by FX  Energy  in 1992.  Over 25 years  of  experience  in oil and gas
exploration,   drilling,   production  and  leasing  experience,   with  primary
management and line responsibility for drilling and completion activities in the
western United States.

         Thomas B. Lovejoy,  Vice-Chairman of the Board of Directors since 1995,
Chief  Financial  Officer since 1999, and a consultant to FX Energy from 1995 to
1999. Between 1992 and 1999, principal of Lovejoy & Associates, Inc., Greenwich,
Connecticut,  which  provided  financial  strategic  advice  respecting  private
placements, mergers and acquisitions.  From 1989 through 1992, Managing Director
and  head  of  natural  resource,   utility  and  mining  groups  of  Prudential
Securities,  Inc., New York City. From 1980 through 1988,  Managing Director and
head of the energy and natural resources group of Paine Webber, Inc. Since 1993,
director of Scaltech,  Inc.,  Houston,  Texas, a processor of petroleum refinery
oil waste.  Graduate  of  Massachusetts  Institute  of  Technology  and  Harvard
Business School.

                                       1
<PAGE>

         Jerzy B. Maciolek,  Vice-President  of International  Exploration and a
director of FX Energy.  Employed by FX Energy since September 1995. Instrumental
in FX Energy's  exploration  efforts in Poland.  Member of the advisory board of
the Polish Oil and Gas  Company.  Prior to  becoming  FX  Energy's  employee,  a
private  consultant  for over five years,  including  consulting on  exploration
projects in the western United States,  the hydrocarbon  potential of Poland and
Kazakhstan,  and developing applied integrated geophysical  interpretations over
gold  mines in  Nevada,  California  and  Mexico.  Graduate  of the  Mining  and
Metallurgy Academy in Krakow, Poland.

         Scott J. Duncan, Vice-President Investor Relations, Secretary/Treasurer
and a  director  of FX  Energy.  Financial  consultant  to FX  Energy  from  its
inception  through April 1993,  when he became FX Energy's  Treasurer.  Prior to
becoming a consultant with FX Energy, an executive and director of several small
businesses  in Salt Lake City.  Graduate  of the  University  of Utah  School of
Business.

         Peter L. Raven, retired,  formerly President of American Ultramar. From
1957 through 1985,  various  positions with Ultramar,  PLC, London,  England,  a
fully  integrated  oil  and  gas  company,   and  its  U.K.  and  American  held
subsidiaries,  including  Chief  Financial  Officer of Ultramar  PLC.  From 1985
through 1988, Executive Vice-President, and from 1988 through 1992, President of
American Ultramar.  Graduate of the Downside School in England, the Institute of
Chartered  Accountants,  and the Harvard  Business  School  Advanced  Management
Program.  Peter L.  Raven is a member of our Audit  Committee  and  Compensation
Committee.

         Dennis B. Goldstein,  Vice-President and corporate counsel of Homestake
Mining  Company,  a Walnut Creek,  California  based  international  gold mining
company,  since 1976.  Instrumental in Homestake's gold  exploration  activities
conducted in Poland during 1998 and 1999. Graduate of Brown University, Stanford
University Law School and the Executive  Program of the Stanford Graduate School
of Business.  Member of California  Bar  Association.  Dennis B.  Goldstein is a
member of our Audit Committee and Compensation Committee.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires FX Energy's directors and executive officers,  and persons who own more
than 10% of a registered  class of FX Energy's equity  securities,  to file with
the Securities and Exchange  Commission initial reports of ownership and reports
of changes in ownership of equity securities of FX Energy.  Officers,  directors
and greater than 10%  stockholders are required to furnish FX Energy with copies
of all Section 16(a) forms they file.

         Based solely upon a review of Forms 3, 4 and 5 and  amendments  thereto
furnished to FX Energy during or respecting  its last fiscal year ended December
31, 2001, no person who, at any time during the most recent  fiscal year,  was a
director,  officer,  beneficial  owner of more  than 10% of any  class of equity
securities  of FX Energy,  or any other person known to be subject to Section 16
of the  Exchange  Act failed to file,  on a timely  basis,  reports  required by
Section 16(a) of the Exchange Act.

                                       2
<PAGE>
--------------------------------------------------------------------------------
                         ITEM 11. EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------

SUMMARY COMPENSATION

         The following  table sets forth,  for the last three fiscal years of FX
Energy, the annual and long-term  compensation earned by, awarded to, or paid to
the  person  who was Chief  Executive  Officer of FX Energy and each of the five
other highest  compensated  executive officers of FX Energy as of the end of the
last fiscal year (the "Named Executive Officers"):
<TABLE>
<CAPTION>
                           Annual Compensation                                      Long-Term Compensation
                     ---------------------------------                 -----------------------------------------------
                                                                               Awards                 Payouts
                                                                       ------------------------- ---------------------
        (a)            (b)         (c)           (d)          (e)          (f)          (g)        (h)        (i)
                                                                                     Securities              All
                                                                        Restricted   Underlying              Other
                     Year                                 Other Annual     Stock      Options/     LTIP      Compen-
 Name and Principal  Ended       Salary         Bonus     Compensation    Award(s)       SARs     Payouts    sation
      Position       Dec. 31     ($)(1)        ($)(1)          ($)           ($)       (no.)(2)     ($)      ($)(3)
------------------- --------   -----------  -----------    ------------   ----------  ----------   ------   -----------
<S>                    <C>       <C>        <C>            <C>              <C>       <C>          <C>      <C>
David N. Pierce        2001      $203,319   $        --    $      --         --       60,000        --      $     --
  President            2000       203,319        60,996           --         --       60,000        --        10,000
  (CEO)                1999       197,466       185,760           --         --       60,000        --         7,409

Andrew W. Pierce       2001      $151,307   $        --    $      --         --       50,000        --      $     --
  Vice-President       2000       151,307        37,827           --         --       50,000        --        10,000
  (COO)                1999       146,951       115,200           --         --       50,000        --         9,228

Thomas B. Lovejoy      2001      $151,307   $        --    $      --         --       50,000        --      $  9,078
  Vice-Chairman        2000       151,307        37,827           --         --       50,000        --        10,000
  (CFO)                1999       146,951             0           --(4)      --       50,000        --         5,878

Jerzy B. Maciolek      2001      $151,307   $        --    $      --         --       50,000        --      $  9,078
  Vice-President       2000       151,307        37,827           --(1)      --       50,000        --        10,000
  Exploration          1999       146,951       115,200           --(1)      --       50,000        --         7,149

Scott L. Duncan        2001      $118,209   $        --    $      --         --       50,000        --      $  7,093
  Vice-President       2000       118,209        29,552           --         --       50,000        --         8,866
Secretary/Treasurer    1999       114,806        90,000           --         --       50,000        --         7,325

Dennis L. Tatum(5)     2001      $118,209   $        --    $      --         --       50,000        --      $  7,093
  Vice-President       2000       118,209        29,552           --         --       50,000        --         8,866
  Treasurer            1999       108,139        60,000           --         --       50,000        --         3,647
------------------------
</TABLE>
(1)  During each of the three  preceding  fiscal years,  FX Energy  approved the
     Named  Executive   Officers'   salary   increases  and  bonuses  that  were
     conditioned  on results of future  activities or  financings  that were not
     met. The conditional  salary increases and bonuses were previously  accrued
     for financial  reporting purposes and reported in the summary  compensation
     table for  previous  years.  In March  2002,  each of the  Named  Executive
     Officers  agreed to waive all such accrued but unpaid salary  increases and
     bonuses.  Accordingly,  the amounts  reported for all periods  reflect only
     amounts earned and not subsequently waived.
(2)  Includes stock options only.
(3)  Includes FX Energy's employer  contributions under FX Energy's 401(k) plan.
     No material  benefits are payable on retirement  under this plan, which was
     initiated in mid-1999.
(4)  Excludes  $60,000  paid during 1999 to Lovejoy &  Associates,  a consulting
     firm owned by Mr. Lovejoy,  prior to Mr. Lovejoy becoming FX Energy's chief
     financial officer during 1999.
(5)  Mr. Tatum resigned from FX Energy as of March 31, 2002.

                                       3
<PAGE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR

         The following  table sets forth  information  respecting all individual
grants of options and stock  appreciation  rights  ("SARs") made during the last
completed fiscal year to the Named Executive Officers of FX Energy:
<TABLE>
<CAPTION>
                                Individual Grants                                     Potential Realizable
--------------------------------------------------------------------------------            Value at
          (a)                (b)(1)(2)        (c)(1)          (d)          (e)           Assumed Rates
                                             Percent of                                 of Share Price
                             Number of      Total Options/                             Appreciation for
                             Securities      SARs Granted   Exercise                    Option Term ($)
                             Underlying     to Employees    or Base                 ------------------------
                            Options/SARs       During         Price   Expiration       (f)          (g)
         Name               Granted (#)      Fiscal Year   ($/share)      Date         5%           10%
------------------------  ---------------  --------------  ----------  ----------  ------------ ------------
<S>                           <C>             <C>             <C>      <C>            <C>         <C>
David N. Pierce........       60,000          12.6%           $2.44    11/12/08       $59,600     $138,892
Andrew W. Pierce.......       50,000          10.5             2.44    11/12/08        49,666      115,743
Thomas B. Lovejoy......       50,000          10.5             2.44    11/12/08        49,666      115,743
Jerzy B. Maciolek......       50,000          10.5             2.44    11/12/08        49,666      115,743
Scott J. Duncan........       50,000          10.5             2.44    11/12/08        49,666      115,743
Dennis L. Tatum(3).....       50,000          10.5             2.44    11/12/08        49,666      115,743
--------------------
</TABLE>
(1)  Vests one-third per year,  beginning  November 12, 2002.  Options issued to
     executive  officers and directors contain terms providing that in the event
     of a change in control of FX Energy and at the  election  of the  optionee,
     the  unexercised  options will be  canceled,  and FX Energy will pay to the
     optionee an amount equal to the number of unexercised options multiplied by
     the amount by which the fair  market  value of the  common  stock as of the
     date  preceding  the change of control  event  exceeds the option  exercise
     price.  The grants of options to officers and directors were not the result
     of arm's-length negotiations.
(2)  Includes  stock options  granted  during 2001 only.  Excludes stock options
     expiring  during 2001 that were  extended  for a period of two years with a
     one-year vesting period.
(3)  Mr. Tatum resigned from FX Energy as of March 31, 2002.

                                       4
<PAGE>

AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION/SAR
VALUES

         The following table sets forth  information  respecting the exercise of
options and SARs during the last  completed  fiscal year by the Named  Executive
Officers and the fiscal year-end values of unexercised options and SARs:
<TABLE>
<CAPTION>
           (a)                (b)          (c)                      (d)                             (e)
                                                      Number of Securities Underlying
                                                        Unexercised Options/SARs at         Value of Unexercised
                           Shares                                 Fiscal                 In-the-Money Options/SARs
                           Acquired       Value                  Year-End (#)                at Fiscal Year-End ($)
                             on          Realized              Exercisable/                     Exercisable/
          Name            Exercise (#)     ($)               Unexercisable(1)                 Unexercisable(2)
 ------------------------  -----------  -----------  ----------------------------------  ---------------------------
<S>                           <C>          <C>              <C>                            <C>
 David N. Pierce.......        --           --               825,000 / 120,000                  $ -- / $ --
 Andrew W. Pierce......        --           --               760,000 / 100,000                  $ -- / $ --
 Thomas B. Lovejoy.....        --           --               460,000 / 200,000                  $ -- / $ --
 Jerzy B. Maciolek.....        --           --               510,000 / 100,000               $69,000 / $225,000
 Scott J. Duncan.......        --           --               250,000 / 100,000                  $ -- / $ --
 Dennis L. Tatum(3)....        --           --               145,200 / 100,000                  $ -- / $ --
---------------------------
</TABLE>
(1)  Includes stock options only.
(2)  Based on the closing sales price for the common stock of $1.96 on
     December 31, 2001.
(3)  Mr. Tatum resigned from FX Energy as of March 31, 2002.

DIRECTORS' COMPENSATION

         FX  Energy  reimburses  its  directors  for costs  incurred  by them in
attending meetings of the board of directors and its committees.  FX Energy does
not pay any  separate  compensation  to  employees  who  serve  on the  board of
directors.

         During 2001,  FX Energy's  outside  directors,  Peter L. Raven,  Jay W.
Decker and Dennis B. Goldstein,  were paid cash fees of $18,000 each and granted
options  to  purchase  10,000  shares of FX  Energy's  common  stock  each at an
exercise  price of $2.44 per share.  Jay W. Decker  resigned as a director of FX
Energy on January 31, 2002. The exercise price for each of the foregoing options
was equal to the market  price of the common  stock as of the date of grant.  In
addition to the above amounts, Dennis B. Goldstein was paid a cash fee of $2,250
for special legal services during 2001.

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT, AND CHANGE IN CONTROL

         FX Energy has entered into executive employment agreements with each of
the Named  Executive  Officers,  except for Thomas B. Lovejoy.  Each  employment
agreement  is  for a  three-year  term  and  is  automatically  extended  for an
additional  year  on the  anniversary  date of such  agreement.  The  agreements
provided  for annual  salaries  during  2001 of  $203,319  for David N.  Pierce,
$151,307 for Andrew W. Pierce,  $151,307 for Jerzy B. Maciolek; and $118,209 for
Scott J. Duncan.  In  addition,  the Named  Executive  Officers may receive such
bonuses or incentive  compensation  as the board of  directors  or  Compensation
Committee  may deem  appropriate.  Each  agreement  provides  that the  board of
directors  or  Compensation  Committee  may  increase  the base salary under the
agreements  at the  beginning of each year,  with such  increases to be at least
7.5% for David N. Pierce, Andrew W. Pierce and Scott J. Duncan. However, in view
of FX Energy's limited cash position,  and notwithstanding the provisions of the
employment  agreements,  no salary  increases  have been granted since 1999, and
actual  salaries  paid under these  agreements  are reflected in the table under
Item 11. Executive Compensation: Summary Compensation. Each executive officer is
entitled under his respective  employment  agreement to certain  continuation of
compensation  in the event the agreement is terminated  upon death or disability
or FX Energy terminates the agreement other than for cause.

                                       5
<PAGE>

         In addition to the foregoing terms, Mr. Maciolek's employment agreement
provided for an annual bonus of $100,000 payable in cash,  stock or options,  as
may be determined by the board of directors or the Compensation Committee, based
on the progress of projects on which Mr. Maciolek is primarily engaged.  On each
of May 12, 1998,  1999 and 2000, Mr.  Maciolek  received a $100,000  contractual
bonus that may be applied against any exercise of his options to purchase common
stock. In March 2002, Mr. Maciolek waived receipt of these bonuses.

         Each executive employment agreement provides that, on the occurrence of
a change of control  event,  the employee may  terminate the  agreement.  In the
event of such  termination,  the employee is entitled to a  termination  payment
equal to 150% of his annual salary (100% in the case of Jerzy B. Maciolek),  and
the value of previously  granted employee benefits.  Additionally,  FX Energy is
required  to maintain  certain  benefits  and,  in the case of David N.  Pierce,
Andrew W. Pierce and Scott J. Duncan,  repurchase  outstanding options.  Options
held by  Jerzy  B.  Maciolek  will  immediately  vest on such  termination.  For
purposes  of the  foregoing,  a  change  of  control  shall  exist on any of the
following  events:  (i) the sale by FX Energy of all or substantially all of its
assets;  (ii) a  transaction  or series of  transactions  resulting  in a single
person or group of persons under common  control  owning 25% of the  outstanding
common  stock;  (iii) a change in the  composition  of the board of directors so
that more than 50% of the directors are persons neither nominated nor elected by
the board of  directors  or any  authorized  committee;  (iv) the decision by FX
Energy to terminate its business and  liquidate  its assets;  or (v) a merger or
consolidation of FX Energy in which FX Energy's  existing  stockholders own less
than 50% of the outstanding voting shares of the surviving entity.

COMPENSATION COMMITTEE REPORT

         General

         Under the  supervision  of the  Compensation  Committee,  FX Energy has
developed and implemented compensation policies, plans and programs that seek to
enhance FX Energy's ability to recruit and retain qualified  executive and other
personnel,  including incentive bonuses and stock option and award programs that
create  long-term  incentive  for  executive  management  and key  employees  by
enabling them to acquire an equity stake in FX Energy.

         FX Energy's basic  compensation  package consists of salary,  bonus and
stock  options.  In  developing  and  implementing   compensation  policies  and
procedures,  the Compensation  Committee's objectives are to provide rewards for
the long-term  value of individual  contribution  and  performance to FX Energy,
provide rewards that are both recurring and  nonrecurring and both financial and
nonfinancial,  provide for fairness and consistency, pay competitively,  conduct
an effective performance review process, and meet all legal requirements.

         The functions of the Compensation Committee are to:

         o        review and  recommend to the board of directors the amount and
                  manner of  compensation  of the Chief  Executive  Officer  for
                  final determination by the board of directors;

         o        consult  with and consider  the  recommendations  of the Chief
                  Executive   Officer   respecting  the  amount  and  manner  of
                  compensation of the other executive  officers and recommend to
                  the board of directors  the amount and manner of  compensation
                  for such  executive  officers for final  determination  by the
                  board of directors;

         o        counsel  the Chief  Executive  Officer in  personnel  matters,
                  management  organization and long-range  management succession
                  or planning; and

         o        develop  and  administer  FX Energy's  stock  option and stock
                  award plans for executive officers and other employees.

         The  Compensation   Committee   conferred  on  November  12,  2001,  in
connection  with the  board  meeting  of that  date and met  March 3,  2002,  to
consider  base  salaries for 2002 and bonuses for 2001.  In light of FX Energy's
diminished  cash position at the end of 2001,  the Committee  recommended to the
board of directors  that there be no salary  increases  for 2002 or cash bonuses

                                       6
<PAGE>

for  the  year  ending  2001.   Management   concurred   with  the   Committee's
recommendation   and  the   board  of   directors   approved   the   Committee's
recommendation.  The recommendation of the Committee and the action of the board
of  directors  were  based  solely on FX  Energy's  cash  position  and not upon
dissatisfaction with management's performance

         The  Compensation  Committee  intends  that  stock  options  serve as a
significant  component  of FX Energy's  total  compensation  package in order to
retain  employees  and to focus their  efforts on enhancing  stockholder  value.
Management proposed, the Compensation  Committee  recommended,  and the board of
directors  approved the year 2001 stock option awards for executives (other than
for the Chief Executive Officer, whose stock options are discussed below) at the
same level as 2000.

         All stock  option  and  award  plans are  administered  by a  committee
consisting of the board of directors or a committee thereof.  At its discretion,
the committee may grant stock,  incentive stock options or nonqualified  options
to any employee,  including  officers.  In addition to the options granted under
the stock option plans, FX Energy also issues  nonqualified  options outside the
stock option  plans.  The granted  options have terms ranging from five to seven
years and vest over periods ranging from the date of grant to three years. Under
terms of the stock  option  award  plans,  FX Energy may also  issue  restricted
stock. FX Energy has not issued any stock awards during 2002 through the date of
this amended report under the terms of the above stock option and award plans.

         2001  Compensation  Review for Executives and Employees  other than the
Chief Executive Officer

         The  Compensation  Committee  recommended  and the  board of  directors
approved a 2001 salary increase and 2000 bonus for all executive officers, other
than the Chief  Executive  Officer,  by  reference  to an  informal  overview of
compensation at similar companies, adjusted as the Compensation Committee deemed
appropriate for variations in geographic location, size, emphasis on exploration
as compared to the level of production and reserves, and profitability.

         In  reviewing  the  performance  of FX Energy and its  executives,  the
Compensation  Committee  considered  the  extent  to  which  FX  Energy  and its
executives had  accomplished  objectives  for FX Energy  developed by discussion
between  the  Compensation  Committee  and  management,  the  extent to which FX
Energy's  successes and failures in meeting objectives was or was not reasonably
within  the  control  or  responsibility  of FX  Energy's  management,  and  the
recommendations  of  management.  However,  due  to  FX  Energy's  limited  cash
position,  2001 salary increases were waived in March 2002. Actual salaries paid
are  reflected  in the  summary  compensation  table  under  Item 11.  Executive
Compensation: Summary Compensation. In respect to 2001 bonuses, the Compensation
Committee   emphasized  FX  Energy's  continued  progress  towards  discovering,
developing  and marketing gas reserves in Poland,  acquiring  additional oil and
gas assets in Poland,  the  individual  performance  of each  executive,  and in
general,  expanding FX Energy's strategic alliances and industry position. Based
upon its discussions  with  management and the ongoing  activities of FX Energy,
the Compensation  Committee recommended and the board of directors approved 2001
bonuses; however, due to the Company's limited cash position, all of the bonuses
recommended  by the  Compensation  Committee  and approved by the board for 2001
were also waived in March 2002.

         2001 Chief Executive Officer Compensation Review

         The Compensation  Committee recommended and the board of directors also
approved a 2001 salary increase and 2000 bonus for the Chief Executive  Officer.
In March 2002,  due to the  Company's  limited  cash  position,  the 2001 salary
increase  and bonus for 2000 were  waived by the Chief  Executive  Officer.  The
Compensation  Committee  recommended  and the board of  directors  approved  the
recommendation  that in light of FX Energy's diminished cash position at the end
of 2001,  there be no salary  increase for the year 2002 and that the cash bonus
for the year 2001 for the Chief Executive Officer be delayed  indefinitely.  The
recommendation  of the Committee  and the action of the board of directors  were
based solely on FX Energy's cash position and not upon  dissatisfaction with the
Chief Executive  Officer's  performance.  In March 2002, the 2001 bonus was also
waived by the Chief Executive Officer.

         The 2001 bonus for the Chief Executive  Officer was awarded on the same
basis as applied to other  executives,  except  that  objectives  against  which
performance was measured also included continuing the development of FX Energy's

                                       7
<PAGE>

relationships with the government of Poland and FX Energy's strategic  partners,
FX Energy's progress towards discovering,  developing and marketing gas reserves
in Poland,  acquiring  additional oil and gas assets in Poland, and expanding FX
Energy's strategic alliances and industry position generally.  Efforts to obtain
additional  funding,  conceiving and  implementing  programs to achieve  growth,
maintaining  compliance  with  regulatory  requirements,  achieving  within  the
stockholder and the broader  business  community a high regard for the integrity
of FX Energy and its  management,  were also  considered,  without any  specific
weight assigned to any specific factors. The Compensation Committee also weighed
accomplishments and progress against various delays and impediments  encountered
and considered the degree to which material  events and factors were or were not
within  the  control  of the Chief  Executive  Officer.  Due to the nature of FX
Energy's  business,  the  Compensation  Committee  did not  establish  objective
criteria in the determination of compensation for the Chief Executive Officer.

         Compensation Committee Interlocks and Insider Participation

         No member of the Compensation  Committee is a present or former officer
of FX Energy or any subsidiary.  There are no other interlocks. No member of the
Compensation Committee, his family, or his affiliate was a party to any material
transactions  with FX Energy or any  subsidiary  since the beginning of the last
completed fiscal year. No executive  officer of FX Energy serves as an executive
officer,  director or member of a Compensation Committee of any other entity, an
executive officer or director of which is a member of the Compensation Committee
of FX Energy.

                                       8
<PAGE>

--------------------------------------------------------------------------------
     ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------------------------

         The  following  table sets forth,  as of April 26,  2002,  the name and
shareholdings  of each  person who owns of record,  or was known by FX Energy to
own beneficially, 5% or more of the common stock currently outstanding; the name
and  shareholdings  of each  director;  and the  shareholdings  of all executive
officers  and  directors  as a group.  Unless  otherwise  indicated,  all shares
consist  of common  stock,  and all such  shares are owned  beneficially  and of
record by the named  person or group.  Options  include  only those  exercisable
within 60 days of the table date:
<TABLE>
<CAPTION>
                                             Principal Stockholders, Officers and Directors
                               ----------------------------------------------------------------------------
                                          Nature of Ownership                 Percentage of Ownership(1)
                               -----------------------------------------   --------------------------------
                                  Common        Common
      Beneficial Owner             Stock        Options(2)     Total(3)      Stock     Options(2)   Total
------------------------------ ------------    -----------    ----------   --------    ----------  ------
<S>                                <C>         <C>           <C>             <C>        <C>        <C>
David N. Pierce(4)..........        70,550       825,000       895,550       0.3%        3.4%       3.7%
Andrew W. Pierce............        65,103       760,000       825,103       0.3         3.1        3.4
Thomas B. Lovejoy(5)........       527,367       460,000       987,367       2.2         1.9        4.1
Jerzy B. Maciolek...........            --       510,000       510,000       0.0         2.1        2.1
Scott L. Duncan(6)..........       153,500       250,000       403,500       0.7         1.1        1.7
Peter L. Raven..............        40,000        28,000        68,000       0.2         0.1        0.3
Dennis B. Goldstein(7)......         5,400        14,000        19,400       0.0         0.1        0.1
----------------------------   ------------   -----------   -----------    -------     -------    ------
All executive officers and
  directors as a group
  a group (seven persons)...       861,920     2,847,000     3,708,920       3.7%       10.8%      14.1%
                               ============   ===========   ===========    =======     =======    ======
-------------------------
</TABLE>
(1)  Calculations  of  total  percentages  of  ownership  outstanding  for  each
     individual  assumes the exercise of currently  vested  options held by that
     individual to which the  percentage  relates.  Percentages  calculated  for
     totals of all  executive  officers  and  directors  as a group  assume  the
     exercise of all vested options held by the indicated group.
(2)  These vested options give the holders the right to acquire shares of common
     stock at prices  ranging  from  $1.50 to  $10.25  per  share  with  various
     expiration dates ranging from August 2002 to December 2007.
(3)  Except as otherwise noted,  shares are owned beneficially and of record and
     such record stockholder has sole voting, investment and dispositive power.
(4)  Includes  50,000  shares  held by David N.  Pierce as  custodian  for minor
     children.  Mr.  Pierce is deemed to hold or share  voting  and  dispositive
     power over all of such shares.  Excludes 14,000 shares held by Mr. Pierce's
     wife,  Mary  Phillips,  and 2,000 shares held by Mary Phillips as custodian
     for minor children, of which Mr. Pierce disclaims beneficial ownership.
(5)  Includes 41,000 shares held in trust for the benefit of Thomas B. Lovejoy's
     children,  104,500 shares held in Mr. Lovejoy's IRA account,  10,000 shares
     held by Mr. Lovejoy's spouse's IRA account,  200,000 shares held by Lovejoy
     & Associates,  Inc. (of which Mr. Lovejoy is sole owner), and 17,500 shares
     owned by Lovejoy & Associates Profit Sharing Plan. Mr. Lovejoy is deemed to
     hold dispositive power over all of such shares.
(6)  Includes  125,000  shares  held by Scott J. Duncan  jointly  with his wife,
     Cathy H. Duncan;  6,500  shares held solely by Cathy H. Duncan;  and 22,000
     shares held by Cathy Duncan as custodian for minor children.  Mr. Duncan is
     deemed  to hold or share  voting  and  dispositive  power  over all of such
     shares.
(7)  Includes 400 shares held by Dennis B.  Goldstein as custodian  for a  minor
     child. Mr. Goldstein is  deemed to  hold or  share  voting  and dispositive
     power over all of such shares.

                                       9
<PAGE>

--------------------------------------------------------------------------------
             ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------------------------

         Unless  otherwise  indicated,  the terms of the following  transactions
between  related  parties  were  not  determined  as a  result  of  arm's-length
negotiations.

CONSULTING AGREEMENT

         FX Energy has engaged  Dennis B.  Goldstein  to provide  special  legal
services  from time to time,  not to exceed an  aggregate  of $60,000  per year.
During 2001, FX Energy paid Dennis B. Goldstein $2,250 for such services.

STOCK OPTION EXTENSIONS

         On April 5, 2001,  FX Energy  extended  the term of options to purchase
125,000 shares of the Company's common stock that were to expire during 2001 for
a period of two  years,  with a  one-year  vesting  period.  FX Energy  incurred
deferred  compensation  cost  of  $218,750,   including  $175,000  covering  the
intrinsic  value  applicable to 100,000 options held by an executive and $43,750
covering the intrinsic value applicable to 25,000 options held by a nonexecutive
employee, to be amortized to expense over the one-year vesting period.

                                       10
<PAGE>
--------------------------------------------------------------------------------
                                   SIGNATURES
--------------------------------------------------------------------------------

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  has  caused  this  amended  report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  April 29, 2002.                         FX ENERGY, INC.
                                                (Registrant)


                                                /s/ David N. Pierce
                                                --------------------------------
                                                David N. Pierce, President and
                                                Chief Executive Officer

                                       11