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                                                                   EXHIBIT 10.16


STOCK OWNERSHIP AGREEMENT                               UNITED STATES OF AMERICA

BY AND BETWEEN                                          STATE OF LOUISIANA

ENERGY PARTNERS, LTD.                                   PARISH OF ORLEANS

AND



         THIS STOCK OWNERSHIP AGREEMENT (the "Agreement"), entered into in New
Orleans, Louisiana on this 5th day of June, 1998, by and between      , an
individual of the full age of majority domiciled in the Parish (County) of     ,
State of (hereinafter called "Director") and Energy Partners, Ltd., a
corporation organized and existing under the laws of the State of Delaware
(hereinafter called "Company"), represented herein by its duly authorized
President, Richard A. Bachmann.

1.       Shareholder's Agreement.

         1.1.     Purchase of Shares. Subject to the terms and conditions of
                  this Agreement, Director shall purchase from Company ten (10)
                  shares of no par value common stock of the Company
                  (hereinafter, the "Shares") at the price of one dollar ($1.00)
                  per share upon execution of this Agreement, receipt and
                  sufficiency of which is hereby acknowledged.

         1.2.     Stockholders' Agreement. On May 7, 1998 the Company entered
                  into an agreement entitled "Stockholders' Agreement by and
                  among Energy Partners, Ltd. and Energy Income Fund, L.P. and
                  the Individual Shareholders," a copy of which is attached
                  hereto and made part hereof (hereinafter "Stockholders'
                  Agreement"). The Stockholders' Agreement recites that Energy
                  Income Fund, L.P. will acquire 5,000 shares of the Company's
                  common stock and that the individual shareholders have
                  acquired 5,000 shares of the Company's common stock The
                  Company has subsequently issued, in addition to the 5,000
                  shares issued to the individual shareholders referred to
                  therein, an additional 40 shares, 10 to the Director and 10
                  each to three other directors elected to the Company's Board
                  of Directors on June 5, 1998. The parties hereto hereby adopt
                  all the terms and provisions of the Shareholders' Agreement,
                  with the exception that the individual shareholders hold 5,040
                  shares of common stock rather than 5,000 shares of common
                  stock as originally stated in the Stockholders' Agreement, and
                  agree that the Shares shall be subject to the Stockholders'
                  Agreement in the same manner as the 5,000 shares owned by the
                  individual stockholders referred to in the original
                  Stockholders' Agreement.


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         1.3.     Transfer of Shares. No Shares may be sold, assigned, pledged,
                  transferred or otherwise alienated (each, "Transferred")
                  except in accordance with and pursuant to the terms and
                  conditions of this Agreement and the Stockholders' Agreement.
                  Additionally, as a condition precedent to any Transfer, the
                  transferee must validly executed the Stockholders' Agreement.
                  Unless otherwise prohibited in the Stockholders' Agreement,
                  the Shares may be pledged with the Company's consent, provided
                  that any lender's recourse for liquidation on debt repayment
                  shall be limited to selling the pledged Shares under the same
                  terms and conditions as though it was a Director. The lender
                  shall agree to the foregoing provisions as terms of the
                  pledge.

         1.4.     Restrictions on Transfer. Any Transfer or attempted Transfer
                  by Director in violation of this Agreement shall be null and
                  void and of no force or effect whatever. Any purported
                  transferee shall not be deemed to be a shareholder of the
                  Company and shall not be entitled to receive a new certificate
                  or any distributions on or with respect to the Shares.
                  Director hereby acknowledges the reasonableness of the
                  restrictions on Transfer imposed by this Agreement in view of
                  the Company's purposes and the relationship of the Director
                  with the Company. Accordingly, the restrictions on Transfer
                  contained herein shall be specifically enforceable. Director
                  hereby further agrees to hold the Company and each other
                  shareholder (each shareholder's successors and assigns) wholly
                  and completely harmless from any cost, liability or damage
                  (including, without limitation, liabilities for income taxes
                  and costs of enforcing this indemnity) incurred by any of such
                  indemnified persons as a result of a Transfer or attempted
                  Transfer in violation of this Agreement.

         1.5.     Subsequently Issued Shares. All Shares hereinafter issued to
                  Director or to Director's beneficiaries, heirs, successors in
                  interest, representatives or assigns with respect to any
                  Shares subject to this Agreement, whether by stock split,
                  stock dividend or otherwise, shall bear the same endorsement
                  and be subject to all the terms and conditions hereof.

         1.6.     Legend. In addition to other legends required under the
                  Stockholders' Agreement and applicable securities laws, the
                  Shares which are subject to this Agreement shall contain the
                  following legend:

                           "The shares represented by this certificate are
                           subject to repurchase by Energy Partners, Ltd. and
                           such shares may not be sold or otherwise transferred
                           except pursuant to the Stock Ownership Agreement,
                           dated June 5, 1998, by and between the shareholder to
                           whom this certificate was issued, the shareholder's
                           spouse and


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                           Energy Partners, Ltd., a copy of which is on file in
                           the office of the Corporate Secretary of the
                           Company."

         1.7.     Shareholder Rights Upon Termination of Director's Duties. If
                  Director ceases to be a member of the Board of Directors of
                  the Company for any reason, all of Director's rights to the
                  Shares may be acquired as set forth in Section 1.11 hereof at
                  a price equal to the fair market value of the Shares as
                  hereafter defined.

         1.8.     Shareholder Rights Upon Judgment of Separation or Divorce. In
                  the event of a judgment of separation or divorce involving
                  Director in which a portion of Director's Shares are
                  transferred to Director's spouse/ex-spouse, Director shall
                  have sixty (60) days from the date of such transfer to
                  purchase said Shares from the spouse/ex-spouse. If Director
                  does not purchase said Shares within the sixty (60) day time
                  period, then within four (4) months of said transfer, all of
                  Director's rights to the Shares transferred to Director's
                  spouse/ex-spouse may be acquired as set forth in Section 1.11
                  hereof. If the Shares are owned as community property or in
                  joint ownership, Director's spouse shall execute this
                  Agreement in acknowledgment and agreement to such sale of
                  Shares. The spouse, by executing this Agreement, shall also
                  acknowledge and agree that following such sale of their
                  Shares, the spouse will have no further interest whatsoever in
                  this Agreement or any claims under it.

         1.9.     Purchase Price. (a) If the Director's Shares are acquired as
                  set forth in Section 1.11, or if the Director purchases the
                  spouse/ex-spouse's Shares, the purchase price shall be based
                  upon the "fair market value" of the Shares as of the end of
                  the fiscal year of the Company immediately preceding the date
                  of the event giving rise to the right to purchase and payment
                  shall be made in cash. "Fair market value" shall be determined
                  by both the purchaser and seller by obtaining two (2) separate
                  appraisals of the Shares by each party, and reaching an
                  agreement on the fair market value based upon the two (2)
                  appraisals. However, if no agreement can be reached within
                  five (5) business days of the date of the latest appraisal,
                  the two appraisers will obtain a third appraisal, with costs
                  split evenly between the purchaser and the seller, and the
                  fair market value will be the average of the three (3)
                  appraisals.

                  (b) If the Director does not purchase the Shares from the
                  spouse/ex-spouse, then the Shares may be acquired as set forth
                  in Section 1.11 hereof for the fair market value established
                  based upon the average of an appraisal obtained by Company and
                  an appraisal obtained by Director determined as of the end of
                  the fiscal year of the Company immediately preceding the date
                  of the event giving


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                  rise to the right to purchase, within four (4) months of the
                  transfer to the spouse/ex-spouse.

         1.10.    Interests of Director Spouse Upon Death. By executing this
                  Agreement, the spouse of Director agrees to execute within
                  sixty (60) days hereof, a valid last will and testament
                  containing a legacy to Director consisting of all interests in
                  the Shares that the spouse owns jointly or through a community
                  property regime. The last will and testament shall also
                  contain a provision that should such disposition impinge upon
                  the legitime of the spouse's forced heirs, that Director shall
                  have the right within six (6) months of the spouse's death to
                  purchase such Shares at a price based upon an independent
                  appraisal determined as of the December thirty-first (31st)
                  immediately prior to the date of the spouse's death Should
                  Director fail to purchase such Shares, the Shares may be
                  acquired as set forth in Section 1.11 hereof at the fair
                  market value as determined using the procedure set forth in
                  Subparagraph 1.9(b) above, within four (4) months of the
                  spouse's death.

         1.11.    Option to Purchase. As more fully described in Sections 3 and
                  4 of the Stockholders' Agreement, any right or option to
                  purchase any shares pursuant to this Agreement shall first be
                  exercisable by Richard A. Bachmann, or his designee, who shall
                  first have the option to purchase all of the Shares under the
                  applicable terms and conditions. Company shall have the option
                  to purchase or redeem the Shares if not purchased by Richard
                  A. Bachmann under the same applicable terms and conditions,
                  and so long as the Stockholders' Agreement is in effect,
                  Energy Income Fund, L.P., or its designee, shall have the
                  option to purchase all of the Shares not purchased by Richard
                  A. Bachmann or Company under the same applicable terms and
                  conditions.

         1.12.    Mandatory Sale of Shares. Notwithstanding anything to the
                  contrary set forth herein and as more fully described in
                  Section 5 of the Stockholders' Agreement, if a bona fide offer
                  to purchase eighty-five percent (85%) of the Shares of the
                  Company is received by the Company from an independent third
                  party at a price per Share which is supported by appraisals,
                  and if the holders of eighty-five percent (85%) of the Shares
                  then outstanding have agreed to tender their Shares pursuant
                  to such offer, Director agrees to sell all Shares that
                  Director holds on the terms and conditions set forth in such
                  offer.

         1.13.    Restriction on Sale of Shares. If the shares of the Company's
                  common stock which are the same class of shares as Director's
                  Shares are sold to the public through a recognized stock
                  exchange, underwritten in an initial public offering, or
                  otherwise, Director agrees that, for a period of five (5)
                  years from the date of such sale to the public, Director shall
                  not sell such number of Shares in excess


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                  of the lesser of: (A) the number of Shares permitted to be
                  sold by Director pursuant to any underwriting and/or
                  subscription agreement or (B) fifty percent (50%) of the
                  Shares held by Director. If Director desires to sell more
                  Shares than set forth above, Director may, at the option of
                  the Company, sell such Shares to the Company at the lesser of
                  book value as of the preceding December 31, or the then market
                  value of the stock as traded on a recognized stock exchange.

2.       Miscellaneous.

         2.1.     Entire Agreement. In any circumstance where there is a
                  conflict between the provisions of the Stockholders' Agreement
                  and this Agreement, except as provided in Section 2.7 below,
                  the provisions of the Stockholders' Agreement shall prevail,
                  but only so long as the Stockholders' Agreement is in force
                  and effect. Capitalized terms not defined herein shall have
                  the meaning set forth in the Stockholders' Agreement. Without
                  limiting the generality of the foregoing, this Agreement
                  embodies the entire agreement between the parties hereto
                  regarding to the subject matter hereof, and shall supersede
                  any and all prior agreements whether written or oral relating
                  to employment and/or Shares of the Company owned by Director,
                  and shall be binding upon Director and Director's heirs,
                  legatees, legal representatives, successors, donees,
                  transferees and assigns, and Director does hereby authorize
                  and obligate Director's executors, heirs and legatees to
                  comply with the terms of this Agreement. The parties shall not
                  be bound by or be liable for any statement, representation,
                  promise, inducement or understanding of any kind or nature
                  regarding the subject matter hereof which is not set forth
                  herein. No changes, amendments or modifications of any of the
                  terms or conditions of this document shall be valid unless
                  reduced to writing and signed by all parties hereto, Company
                  being represented by its President or his designee.

         2.2.     Severability. If any provision of this Agreement shall be
                  declared unlawful or incapable of execution or in conflict
                  with the Stockholders' Agreement, such facts shall in no way
                  affect the validity of any other portion hereof which can be
                  given reasonable effect without the provision declared invalid
                  or incapable of execution; nor shall such fact operate to
                  nullify or rescind this Agreement, but shall only serve to
                  render ineffective the provisions declared invalid of the
                  remainder, or the intent of the Agreement as a whole.

         2.3.     Applicable Law. This document shall be construed for all
                  purposes as a Louisiana document and shall be interpreted and
                  enforced in accordance with the laws of the State of
                  Louisiana.


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         2.4.     Number and Gender. As used herein, the singular shall include
                  the plural and vice versa and words used in one gender shall
                  include all others as appropriate.

         2.5.     Additional Documents. The parties hereto agree to execute what
                  ever documents or instruments and to perform whatever acts may
                  be reasonably required to fulfill the requirements and/or
                  intents hereof.

         2.6.     Legal Assistance. The parties hereto have each consulted with
                  legal counsel or have had the opportunity to consult with
                  legal counsel regarding the terms and conditions of this
                  Agreement.

         2.7.     Termination. The Terms and Conditions of this Agreement shall
                  terminate at the earlier of (i) one year following the
                  completion of a Qualified Public Offering, (ii) one year
                  following transfer of more than seventy-five percent (75%) of
                  the authorized, issued and outstanding stock of the Company by
                  sale, merger or otherwise or (iii) by written agreement of all
                  parties to this Agreement.

         IN WITNESS WHEREOF, the parties hereto have set forth their hand and
seal on the day, month and year first above written in multiple originals, each
of which shall have the same force and effect as if it were the sole original.

WITNESSES:                                 ENERGY PARTNERS, LTD.

                                           By:
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                                                Richard A. Bachmann, President
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                                           Director
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----------------------------------         Acknowledged and agreed to the terms
                                           hereof:

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                                           Spouse