THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE
PLEDGED, HYPOTHECATED, SOLD, TRANS-FERRED OR OTHERWISE DISPOSED OF EXCEPT AS MAY
BE AUTHORIZED  UNDER THE  SECURITIES  ACT OF 1933 AND THE RULES AND  REGULATIONS
PROMULGATED THEREUNDER.



                      FORTUNE NATURAL RESOURCES CORPORATION



WARRANT                                                   ______________WARRANTS
CERTIFICATE NO. ______                                  __________________, 1997


                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                   ------------------------------------------



         THIS  CERTIFIES  that,  for value  received,  ____________________,  or
registered  assigns  ("Holder"),  is the  registered  holder  of the  number  of
warrants  set forth above (the  "Warrants"),  each of which  entitles  Holder to
purchase,  subject to the terms and conditions  set forth below,  one fully paid
and   non-assessable   share  of  Common  Stock  of  FORTUNE  NATURAL  RESOURCES
CORPORATION,  a Delaware  corporation  (the  "Company"),  at a purchase price of
$______ (the "Purchase Price"),  at any time or from time to time after the date
set forth  above (the  "Exercise  Date")  and on or prior to 5:00 P.M.,  Central
Standard Time on ________________,  ______ (the "Expiration Date"). The Purchase
Price and the number and kinds of securities of the Company purchasable upon the
exercise  of the  Warrants  represented  hereby are subject to  modification  or
adjustment  as provided  below.  The  Purchase  Price shall be payable in lawful
funds of the United  States.  Upon  presentation  and  surrender of this Warrant
Certificate  together  with the payment of the Purchase  Price for the shares of
Common  Stock  thereby  purchased  and the Form of Notice of  Exercise  attached
hereto duly  executed,  at the place and in the manner  specified  in Section 4,
below, the Holder shall be entitled to receive a certificate or certificates for
the shares of Common Stock so purchased.

         1.       Registration and Transfer
                  -------------------------

                  1.1      General
                           -------

                  The Company  shall  maintain  books for the  registration  and
transfer of the Warrants.  Prior to due presentment for registration of transfer
of the  Warrants,  the Company may deem and treat the  registered  Holder as the
absolute owner thereof.


                                       1
<PAGE>


                  1.2      Transfer
                           --------

                  The Warrants may not be assigned,  or transferred  without the
prior written consent of the Company, in its sole and absolute discretion;

                  1.3      Registration
                           ------------

                  Subject to Section 1.1, above, the Company shall register upon
its  books  any  transfer  of  the  Warrants  upon  surrender  of  this  Warrant
Certificate  to the Company  accompanied  (if so  required by the  Company) by a
written  instrument of transfer duly executed by the  registered  Holder or by a
duly authorized attorney.  Upon any such registration of transfer, a new Warrant
Certificate  shall be  issued  to the  transferee  and the  surrendered  Warrant
Certificate shall be cancelled by the Company. If only a portion of the Warrants
represented  by  this  Warrant  Certificate  are  transferred,   a  new  Warrant
Certificate shall also be issued to the transferor.

         2.       Loss or Mutilation
                  ------------------

                  Upon  receipt by the  Company of  reasonable  evidence  of the
ownership  and the  loss,  theft,  destruction  or  mutilation  of this  Warrant
Certificate  and,  in the  case of  loss,  theft or  destruction,  of  indemnity
reasonably  satisfactory  to the Company,  or, in the case of  mutilation,  upon
surrender and  cancellation of the mutilated  Warrant  Certificate,  the Company
shall execute and deliver in lieu thereof a new Warrant Certificate representing
an equal number of Warrants.

         3.       Adjustments
                  -----------

                  The Purchase Price and the number of shares  purchasable  upon
the exercise of the Warrants  shall be subject to  adjustment  from time to time
upon the occurrence of certain events described herein.

                  3.1.     Purchase Price Adjustment
                           -------------------------

                           (a)      Split, Subdivision, or Combination of Shares

                                    If the  Company  at  any  time  while  these
Warrants remain outstanding and unexpired shall split, subdivide, or combine the
securities as to which purchase rights hereunder exist, the Purchase Price shall
be proportionately increased or decreased as appropriate.


                                       2
<PAGE>

                           (b)      Common Stock Dividends
                                    ----------------------

                                    If the  Company  at  any  time  while  these
Warrants  remain  outstanding and unexpired shall pay a dividend with respect to
Common  Stock  payable in, or make any other  distribution  with respect to, the
shares of Common  Stock,  then the Purchase  Price shall be  adjusted,  from and
after the date of  determination  of the  shareholders  entitled  to receive any
dividend or  distribution,  to that price determined by multiplying the Purchase
Price in effect  immediately  prior to such date of determination by a fraction,
the  numerator  of which  shall be the total  number  of shares of Common  Stock
outstanding  immediately  prior  to  such  dividend  or  distribution,  and  the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding immediately after such dividend or distribution.

                           (c)      Other Dividends
                                    ---------------

                                    If the  Company,  at any  time  while  these
Warrants  remain  outstanding  and  unexpired,  shall pay a dividend or make any
other  distribution  with respect to Common  Stock  payable in stock (other than
Common  Stock) or other  securities  or  property,  the Holder  hereof  shall be
entitled to receive, upon exercise of the Warrants, in addition to the shares of
Common Stock otherwise receivable upon exercise hereof, the same number and kind
of stock other  securities and property which the Holder would have received had
the Holder then held the shares of Common Stock receivable on exercise hereof on
and before the record date for such dividend or distribution.

                           (d)      Reclassification and Recapitalization
                                    -------------------------------------

                                    In  the  event  of any  reclassification  or
recapitalization  of the Common Stock, the Purchase Price shall be appropriately
adjusted in good faith by the Board of  Directors of the Company to reflect such
reclassification or recapitalization and to protect (i) the rights of the Holder
to receive,  upon the exercise hereof, the same amount of securities or property
that it would have received had it exercised the Warrants  immediately  prior to
the date for  determination  of  Holders  of Common  Stock  entitled  to receive
securities or property as a result of such reclassification or recapitalization,
and (ii) the Holder's  rights to appropriate  adjustment  upon any further stock
dividend, stock split, reclassification, or recapitalization.

                  3.2      Adjustment of Number of Shares
                           ------------------------------

                           Upon each adjustment in the Purchase Price to Section
3.1(a) or Section 3.1(b) above, the number of shares of Common Stock purchasable
hereunder  shall be adjusted to the nearest whole share to the product  obtained
by  multiplying  the  number of  shares  purchasable  immediately  prior to such
adjustment in the Purchase Price by a fraction,  the numerator of which shall be
the Purchase Price immediately prior to such adjustment,  and the denominator of
which shall be the Purchase Price immediately after such adjustment.


                                       3
<PAGE>

                  3.3      Capital Reorganization, Merger, or Sale of Assets
                           -------------------------------------------------

                           If, at any time or from time to time,  there shall be
a  capital  reorganization  of the  Common  Stock  (other  than  a  subdivision,
combination,  reclassification,  or exchange of shares  provided  for  elsewhere
herein)  or a  merger  or  consolidation  of the  Company  with or into  another
corporation,  or a sale of all or substantially all of the Company's  properties
and assets to any other  person,  the Holder  shall  thereafter  be  entitled to
purchase  (and  it  shall  be a  condition  to  the  consummation  of  any  such
reorganization,  merger,  consolidation,  or sale, that appropriate provision be
made so that the Holder shall thereafter be entitled to purchase), upon exercise
of the Warrants,  the kind and amount of shares of stock or other  securities or
property in the Company,  or of the successor  corporation  resulting  from such
merger, consolidation,  or sale, to which a holder of Common Stock issuable upon
exercise  would  have been  entitled  on such  capital  reorganization,  merger,
consolidation,  or sale. In any such case,  appropriate adjustment shall be made
in the  application  of the  provisions  of this  Section 3 with  respect to the
rights of the Holder after the reorganization, merger, consolidation, or sale to
the end that the  provisions  of this  Section 3  (including  adjustment  of the
Purchase  Price  then in  effect  and the  number  of  shares  of  Common  Stock
purchasable  upon exercise of the Warrants) shall be applicable after that event
in as nearly equivalent a manner as may be practicable.

                  3.4      Certificate as to Adjustment
                           ----------------------------

                           Upon   the   occurrence   of   each   adjustment   or
readjustment  of the  Purchase  Price and the  number of shares of Common  Stock
pursuant to this Section 3, the Company, at its expense,  shall promptly compute
such  adjustment or  readjustment  in accordance with the terms hereof and cause
its chief financial  officer to verify such  computation and prepare and furnish
to the Holder a certificate  setting forth such adjustment or  readjustment  and
showing in detail the facts upon which such adjustment or readjustment is based.
The Company shall,  upon the written request at any time of the Holder,  furnish
or cause to be furnished to the Holder a like certificate setting forth (a) such
adjustment and readjustment,  (b) the Purchase Price at the time in effect,  and
(c) the  number  of shares of Common  Stock  and the  amount,  if any,  of other
securities  and/or  property  which at the time  would  be  receivable  upon the
exercise of the Warrants.  Such certificate shall set forth in reasonable detail
such facts as may be  necessary  to show the reason for and manner of  computing
such adjustment.

                  3.5      No Impairment
                           -------------

                           The Company will not, by amendment of its Certificate
of Incorporation or through any  reorganization,  recapitalization,  transfer of
assets, consolidation,  merger, dissolution, issue or sale of securities, or any
other voluntary action,  avoid or seek to avoid the observance or performance or
any of the terms to be observed or performed hereunder by the Company,  but will
at all times in good faith assist in the carrying out of all the  provisions  of
this  Section 3 and in the  taking of all such  action  as may be  necessary  or
appropriate  in order to  protect  the  exercise  rights of the  Holder  against
impairment.


                                       4
<PAGE>

                  3.6      Notices of Record Date
                           ----------------------

                           In the event of any taking by the Company of a record
of the holders of any class of  securities  for the purpose of  determining  the
holders  thereof who are  entitled to receive  any  dividend  (other than a cash
dividend) or other  distribution,  any rights to  subscribe  for,  purchase,  or
otherwise  acquire  any  shares of stock of any class or for any  securities  or
property,  or to receive any other right,  the Company shall mail to the Holder,
at  least  thirty  (30)  days  prior  to the date  specified  therein,  a notice
specifying  the date on which any such  record is to be taken for the purpose of
such  dividend,  distribution,  or right,  in the amount and  character  of such
dividend, distribution, or right.

                  3.7      No Fractional Shares
                           --------------------

                           No fractional shares shall be issued upon exercise of
the  Warrants,  and the number of shares of Common  Stock to be issued  shall be
rounded to the nearest full share.  Such  rounding  shall be  determined  on the
basis of the total number of Warrants the Holder is at the time  exercising  and
the number of shares of Common Stock issuable upon such aggregate exercise.

         4.       Exercise of Warrants
                  --------------------

                  The  purchase   rights   represented  by  these  Warrants  are
exercisable  by the  Holder,  in whole or in part,  at any time and from time to
time on or after the Exercise Date and on or prior to the  Expiration  Date. The
Warrants may be exercised  by  surrender of this Warrant  Certificate,  with the
Notice of Exercise  attached  hereto duly executed,  to the principal  executive
office of the Company, presently is located at One Commerce Green, 515 W. Greens
Rd.,  Suite 720,  Houston,  Texas,  77067 (or such other office or agency of the
Company as it may designate by notice in writing to the registered Holder hereof
at the address of such Holder appearing on the books of the Company),  and shall
be accompanied by payment in cash, check or bank draft,  payable to the Company,
in an amount equal to the full purchase  price for the shares of Common Stock of
the Company (hereinafter  referred to as the "Shares") the Company shall deliver
a certificate or certificates representing the Shares as soon as practical, and,
in any  event,  within ten (10) days after the  notice  shall be  received.  The
certificate  or  certificates  for the Shares shall be registered in the name of
the  person or  persons  exercising  the  Warrants  and shall be  delivered,  as
provided  above,  to the written order of the person or persons  exercising  the
Warrants.  All shares of Common  Stock which may be issued upon the  exercise of
the Warrants as provided herein shall be fully paid and  non-assessable and free
from all taxes,  liens and charges  with  respect  thereto.  Holder shall not be
entitled to the  privileges of share  ownership as to any shares of Common Stock
not actually issued and delivered to it. Holder hereby certifies that all shares
of Common  Stock in the Company  purchased  or to be purchased by it pursuant to
the  exercise  of the  Warrants  are  being,  or are to be,  acquired  by it for
investment and not with a view to the distribution thereof.


                                       5
<PAGE>
         5.       General
                  -------

                  The  Company  shall,  at all  times  during  the  term  of the
Warrants,  reserve and keep available out of its authorized but unissued  shares
of Common Stock such number of Common Stock as will be sufficient to satisfy the
requirements  of this Warrant  Certificate;  and, if at any time,  the number of
authorized but unissued  shares of Common Stock shall be  insufficient to effect
the  exercise of the  Warrants,  in addition to such other  remedies as shall be
available to the Holder, the Company shall take such corporate action as may, in
the opinion of the Company, be necessary to increase its authorized but unissued
shares of Common Stock to such number as shall be sufficient  for such purposes.
The Company shall pay all original  issue and transfer taxes with respect to the
issue and transfer of shares of Common Stock pursuant  hereto and all other fees
and expenses  necessarily incurred by the Company in connection  therewith,  and
will,  from  time to time,  use its best  efforts  to  comply  with all laws and
regulations which, in the opinion of the Company, shall be applicable thereto.

         6.       Legends
                  -------

                  It is understood that the  certificates  evidencing the Shares
may bear the following legend:

                  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE SECURITIES  ACT OF 1933;  THEY HAVE BEEN
                  ACQUIRED BY THE HOLDER FOR  INVESTMENT AND MAY NOT BE PLEDGED,
                  HYPOTHECATED,  SOLD,  TRANSFERRED,  OR  OTHERWISE  DISPOSED OF
                  EXCEPT AS MAY BE AUTHORIZED  UNDER THE  SECURITIES ACT OF 1933
                  AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER".

         7.       Notices
                  -------

                  Any  notice   required  by  the  provisions  of  this  Warrant
Certificate to be given to the Holder shall be deemed given three (3) days after
it is  deposited  in the U.S.  mail,  certified  and return  receipt  requested,
addressed to the Holder at its address  appearing on the books of the Company or
on the date actually delivered in person.

         8.       Governing Law
                  -------------

                  This Warrant Certificate shall be governed by and construed in
accordance with the laws of the state of Texas.


                                       6
<PAGE>

         IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to
be duly executed as of the date first above written.

                                   FORTUNE NATURAL RESOURCES CORPORATION




                                    By: _____________________________________
                                        TYRONE J. FAIRBANKS, President
                                        and Chief Executive Officer


                                       7
<PAGE>




                               NOTICE OF EXERCISE
                               ------------------



         TO:      FORTUNE NATURAL RESOURCES CORPORATION:


                  The    undersigned    hereby    (1)    elects   to    exercise
_________________ Warrants represented by the attached Warrant Certificate,  and
to purchase  ___________  shares of Common  Stock of Fortune  Natural  Resources
Corporation  issuable upon the exercise of said Warrants,  (2) tenders  herewith
payment  of the  Purchase  Price of such  shares  in  full,  and  requests  that
certificates  representing such shares be issued in the name of and delivered to
the following [please print]:


               ---------------------------------------------------
                 Social Security or Other Identification Number


               ---------------------------------------------------
                                      Name

               ---------------------------------------------------
                        Street Address or Post Office Box

               ---------------------------------------------------
                            City, State and Zip Code



Date: ____________________                _____________________________________
                                          Print Name of Holder


                                          _____________________________________
                                          Signature


                                          _____________________________________
                                          Title