Exhibit 10(cc)
                             THE BEARD COMPANY
                        Enterprise Plaza, Suite 320
                           5600 North May Avenue
                       Oklahoma City, Oklahoma  73112
                            Fax (405) 842-9901
                                (405) 842-2333


                                April 13, 1999



Interstate Travel Facilities, Inc.
Toby B. Tindell
Cristie R. Tindell
5880 N. I-35 Industrial Blvd.
Edmond, OK 73034

                              Re: Rearrangement of The Beard Company's
                                  ("Beard") Ownership Interest in and
                                  Loans to Interstate Travel Facilities,
                                  Inc. ("ITF")

Ladies and Gentlemen:

We have discussed with you a transaction which would result in 
Beard giving up its present operating and voting control of 
ITF (the "Transaction").  The Transaction and the basic terms 
and conditions upon which it is made are set forth below:

  	1.  Adjustment of Original Purchase Price.  On February 
27, 1998, ITF entered into an Asset Purchase Agreement with 
the Tindells as "Sellers" whereby ITF purchased certain Real 
Property and Business Assets from the Tindells for a total 
purchase price of $2,060,875.54.  The purchase price consisted 
of (i) an ITF promissory note in the amount of $543,750, (ii) 
assumption of debt in the amount of $1,335,875.54, and (iii) 
6,250 shares of ITF $1.00 par value common stock, resulting in 
the creation of more than $750,000 of Goodwill.   

  	In view of ITF's operating results for the eleven months 
ended December 31, 1998, we have mutually agreed that the 
purchase price should be adjusted.  The Tindells have agreed 
to cancel the $543,750 note, which will result in reducing the 
Goodwill by $543,750 on ITF's tax balance sheet.

   2.  Loans and Payables.  Beard has loaned and/or 
advanced a total of $2,465,531.45 (the "Loans") to ITF, and 
has agreed to waive all interest thereon to March 31, 1999.  
In addition, ITF had intercompany accounts payable to Beard of 
$139,468.55 as of January 31, 1999 (the "Payables").  The 
total amount of the Loans and Payables is $2,605,000.00. 

   3.  Release and Assignment of Certificates of Deposit. 
Stillwater National Bank and Trust Company ("SNB") is holding 
Certificates of Deposit (the "CD's") in the total amount of 
$327,070.16 as collateral for certain loans to ITF.  ITF will 
obtain a release from SNB of the CD's which will be assigned 
to Beard and delivered at Closing (hereafter defined) in full 
payment of the Payables, the 22,321 shares of stock being sold 
by Beard to ITF (the "ITF Shares") (see paragraph 5) and in 
partial payment of the Loans.

   4.  Restructure of Loans.  The balance of the Loans 
will be cancelled and in exchange therefor, ITF will give 
Beard a promissory note ("Note A") in the principal amount of 
$1,513,834.55 and a promissory note ("Note B") in the 
principal sum of $539,117.33.  

       a.  Note A will be dated March 31, 1999, will be 
subject to a loan agreement (see paragraph 6), will be secured 
by a first mortgage on the Cromwell and Lotawatah ("C&L") 
properties and a security interest in related equipment (the 
"Collateral") as well as the ITF Shares being sold to ITF by 
Beard.  All proceeds from the sale of the C&L properties and 
Collateral will be applied first on Note A and second on Note 
B.  Note A will not bear interest until the C&L properties are 
sold (the "Trigger Date") at which time the remaining 
principal, if any, will bear interest at the rate of 8% per 
annum.  Note A will be subordinated to ITF's bank debt except 
as to its collateral and the proceeds thereof which are to be 
applied to the payment of Note A.  ITF will promptly offer the 
C&L properties for sale and use its best efforts to sell them 
within one year from the date of the Closing.

      b.  Note B will also be dated March 31, 1999 and 
will be subject to the same loan agreement, security and other 
terms as Note A except (i) it will bear interest at the rate 
of 6% per annum from March 31, 1999 until the Trigger Date and 
thereafter at the rate of 8% per annum and (ii) it will not be 
subordinated to the bank debt.

      c.  No payments other than proceeds from the sale 
of the C&L properties and the Collateral shall be required to 
be made on Note A or Note B until the Trigger Date and 
thereafter the notes shall be amortized by equal monthly 
payments over a period of months as follows:

   If the aggregate unpaid Principal of Note A 
and Note B is:

         (1) $1,200,001 or greater, then the period of 
             amortization for each note shall be 60 months;

         (2) $900,001 to $1,200,000, then the period 
             of amortization for each note shall be 48 
             months; and

         (3) $900,000 or less, then the period of 
             amortization for each note shall be 36 months.

   5.  Sale of Stock; Irrevocable Proxy.  At the Closing, 
Beard will (i) sell and ITF will purchase the ITF Shares for 
$1,000 and shall be considered paid as a part of the 
assignment of the CD's as described in paragraph 3; and (ii) 
deliver to ITF an irrevocable proxy to vote Beard's remaining 
2,679 shares.

   6.  Loan Agreement.  Both Notes A and B shall be 
subject to a Loan Agreement that will provide the covenants 
and warranties that are usual for this kind of transaction.  
Among other things, the Loan Agreement will provide (i) for 
the granting to Beard of a first mortgage, lien and security 
interest in C&L until such properties are sold, (ii) that if 
any of the presently owned equipment on C&L is disposed of, 
the net proceeds thereof  will be promptly remitted to Beard, 
credited first against the principal balance of Note A and 
second to the principal balance of Note B, and (iii) that so 
long as either Note A or Note B is outstanding, ITF will 
furnish to Beard monthly financial statements as soon as 
available and in any event within 28 days after the end of 
each calendar month, including balance sheets of ITF as of the 
end of such calendar month and statements of income of ITF for 
each such month, all in reasonable detail and all prepared in 
accordance with GAAP consistently applied.

   7.  Sale of C&L; Interim Management of Properties.  ITF 
will continue to manage C&L until such properties have been 
sold (at a price mutually acceptable to Beard and ITF) with no 
management fee and will assist in and use its best efforts to 
facilitate the marketing of the two properties as soon as 
"better numbers" are available. 

   8.  Insurance Transition.  Following Closing, there 
will be a 90-day insurance transition period, during which 
ITF's present insurance (both liability and property damage) 
will remain in effect until ITF can obtain new coverage.  ITF 
will reimburse Beard any costs incurred for maintaining such 
coverage.

   9.  Term Life Insurance.  ITF will continue to maintain 
the existing term $1,000,000 life insurance policy on Toby 
Tindell.  Beard will remain as the primary beneficiary so long 
as either Note A or Note B is outstanding.  Once the principal 
balance of Note A or Note B has been reduced below $1,000,000, 
ITF and Beard will be designated as co-beneficiaries, with 
Beard's designation limited to the principal amount owed on 
the Note at the time of death.

   Beard may, at its option, purchase an additional 
$1,000,000 of term life insurance on Toby Tindell, be the 
owner and beneficiary of such policy, and pay the premiums 
thereon. Once the principal balance of the Note has been 
reduced below $1,000,000, ITF or Sellers (at Sellers' choice) 
will have the option to purchase the policy.

   10.  Resignation of Officers and Directors.  At Closing, 
W. M. Beard and Herb Mee, Jr. will resign as Directors of ITF 
and Herb Mee, Jr., Rebecca G. Witcher and Gail  R. Kautz will 
resign as Officers of ITF. 

   11.  Additional Documentation to be Furnished Prior to 
Closing.  Beard agrees to furnish the following prior to 
Closing:

     		Closing Documents.  Upon the execution of this 
Agreement Beard will proceed expeditiously with the 
preparation of the necessary Closing Documents including, but 
not limited to, the following:

     		Note A
     		Note B
     		Irrevocable Proxy
     		Loan Agreement
     		Such mortgages, security agreements, etc. as may be 
necessary to give Beard a perfected security interest in the real 
property, equipment at C&L and the ITF Shares.

   12.  Conduct of Business.  From the date hereof to the 
Closing of the Transaction, ITF will operate its business only 
in the ordinary course.

   13.  Closing and Effective Date.  The effective date of 
the Transaction will be as of March 31, 1999.  Closing of the 
Transaction will occur on April 16, 1999 or as soon thereafter 
as possible.  If such Closing does not occur on April 16, it 
will occur within the next seven (7) days thereafter and be 
treated for both tax and financial purposes as if such Closing 
had occurred on March 31, 1999.

   14.  Binding Effect.  It is the intent of the parties 
that the Transaction shall become binding obligations of each 
of the parties hereto upon the occurrence of all of the 
following:
		
        A.  Beard and ITF have received the Closing 
Documents and acknowledged that same are in a 
form reasonably acceptable to them. 

If the foregoing meets with your approval, please execute a 
counterpart of this letter at the places provided below and 
return one copy to us.  Upon receipt, we will promptly 
instruct our attorneys to commence preparation of the Closing 
Documents.

Very truly yours,

THE BEARD COMPANY

By    HERB MEE, JR.
      Herb Mee, Jr., President

                             
ACCEPTED this 13 day of April, 1999.


INTERSTATE TRAVEL FACILITIES, INC.

By	   TOBY B. TINDELL
      Toby B. Tindell, President

TOBY B. TINDELL	
Toby B. Tindell

CRISTIE R. TINDELL	
Cristie R. Tindell