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                                                                   EXHIBIT 10.11

FIRST AMENDMENT TO
EMPLOYMENT AND
STOCK OWNERSHIP AGREEMENT
                                                        UNITED STATES OF AMERICA
BY AND BETWEEN
                                                        STATE OF LOUISIANA
ENERGY PARTNERS, LTD.
                                                        PARISH OF ORLEANS
AND

RICHARD A. BACHMANN




               THIS FIRST AMENDMENT TO EMPLOYMENT AND STOCK AGREEMENT (this
"Agreement"), is entered into in New Orleans, Louisiana on this 17th day of
November, 1999, by and between Richard A. Bachmann, an individual of the full
age of majority domiciled in the Parish of Orleans, State of Louisiana
(hereinafter called "Employee") 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.

               WHEREAS, Employee and the Company entered into that certain
Employment and Stock Ownership Agreement dated June 5, 1998 (the "Employment
Agreement");

               WHEREAS, concurrent with the execution hereof, Employee is
entering into a Stockholder Agreement dated November 17, 1999, by and among the
Company, Employee and the other shareholders of the Company named therein (the
"Stockholder Agreement");

               NOW, THEREFORE, the parties agree as follows:

               1. The first sentence of Section 1.1 of the Employment Agreement
is deleted in its entirety and replaced with the following:


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         "In consideration for the compensation set forth in Subparagraph 1.2,
         Employee shall be employed as the Company's President and Chief
         Executive Officer until November 17, 2003 (the "Term").

               2. The following is inserted as the third sentence of Section 1.5
of the Employment Agreement:

         "During the Term and the two-year period specified in the preceding
         sentence, Employee will not (a) solicit or induce any person who is or
         was employed by the Company to discontinue his or her employment with
         the Company, or directly or indirectly employ or offer employment to
         any such person, or (b) cause or attempt to cause any third party then
         under contract with the Company to modify its business relationship
         with the Company in any manner adverse to the Company."

               3. Section 2.2 of the Employment Agreement is deleted in its
entirety and replaced with the following:

         "2.2     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 that certain Stockholder
                  Agreement dated November 17, 1999, by and between the Company,
                  Employee, and others identified therein (the "Stockholder
                  Agreement"). Additionally, as a condition precedent to any
                  Transfer, the transferee must validly execute the Stockholder
                  Agreement. The Shares may be pledged, as provided in the
                  Stockholder Agreement, 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 an Employee. The Lender shall agree to the foregoing
                  provisions as terms of the pledge."


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               4. In Section 2.5 of the Employment Agreement, the words "as
amended" are inserted after "1998".

               5. The following is inserted after Section 2.7:

         "2.7A    Shareholder Rights Upon Termination Without Cause.
                  Notwithstanding anything in the Stockholder Agreement to the
                  contrary, in the event the Company terminates the Employee's
                  employment without Cause before the Measurement Date, the
                  percentage set forth opposite the Employee's name on Exhibit H
                  to the Stockholder Agreement shall be multiplied by a
                  fraction, the numerator of which is the number of days elapsed
                  from November 17, 1999 to the date of termination, and the
                  denominator of which is the number of days elapsed from
                  November 17, 1999 to December 31, 2001. Any released Escrow
                  Shares which Employee would have been entitled to receive but
                  for the effect of the preceding sentence shall be allocated
                  among the remaining Management Shareholders as decided by the
                  Board with the consent of the Evercore Approval Director."

               6. Section 2.12 is deleted in its entirety and replaced with the
following:

         "As more fully described in Section 2.2 of the Stockholder Agreement,
         any right or option to purchase the Shares shall first be exercisable
         by the Evercore Entities (as defined in the Stockholder Agreement), and
         the other Management Shareholders (as defined in the Stockholder
         Agreement) shall have the right to purchase all Shares not purchased by
         the Evercore Entities."

               7. Sections 2.13, 2.14 and 2.15 of the Employment Agreement are
deleted in their entirety.


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               8. The following is inserted after Section 2.12 of the Employment
Agreement:

         "2.13    Put; Call. Employee shall have the right to give a written
                  notice ("Notice") to the Evercore Entities no more than 60
                  days before but at least 30 days before each of the November
                  17, 1999, November 17, 2000, November 17, 2001, and November
                  17, 2002 and (each, a "Sale Date") that Employee desires to
                  sell to the Evercore Entities up to 56.2 of the Shares at a
                  price of $9,747.79 per share (the "Price") on the applicable
                  Sale Date. If Employee gives a Notice to Evercore within the
                  60/30 day period specified above, on the applicable Sale Date
                  Evercore will purchase the number of Shares specified in such
                  Notice for the Price. In the event Employee does not give a
                  Notice at least 30 days before a Sale Date, or gives a Notice
                  specifying that Employee desires to sell fewer than 56.2 of
                  the Shares, Evercore shall have the right to give a written
                  notice (the "Evercore Notice") to Employee at least 15 days
                  before such Sale Date that Evercore desires to purchase from
                  Employee up to 56.2 of the Shares (if no Notice was given) or
                  56.2 of the Shares less the number of Shares specified in the
                  Notice (if a Notice was given). If Evercore gives an Evercore
                  Notice at least 15 days before the applicable Sale Date, on
                  such Sale Date Employee will sell the number of Shares
                  specified in such Evercore notice for the Price. The
                  respective rights of Employee and Evercore under this Section
                  2.13 are not cumulative, and no more than 56.2 of the Shares
                  may be sold and/or purchased on any Sale Date. The agreements
                  set forth in this Section 2.13 shall terminate upon
                  consummation of a Qualifying Public Offering."


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               9. Section 3.1 of the Employment Agreement is deleted in its
entirety and replaced with the following:

         "3.1     Entire Agreement. The parties to this Agreement acknowledge
                  that they have concurrently executed the Stockholder
                  Agreement. In any circumstance where there is a conflict
                  between the provisions of the Stockholder Agreement and this
                  Agreement, except as provided in Section 2.13 above, the
                  provisions of the Stockholder Agreement shall prevail, but
                  only so long as the Stockholder Agreement is in force and
                  effect. Capitalized terms not defined herein shall have the
                  meaning set forth in the Stockholder Agreement. Without
                  limiting the generality of the foregoing, this Agreement and
                  the Stockholder Agreement embody 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 Employee, and shall be binding upon Employee and
                  Employee's heirs, legatees, legal representatives, successors,
                  donees, transferees and assigns, and Employee does hereby
                  authorize and obligate Employee'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, the Company being represented by its President or his
                  designee."


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               10. Section 3.7 of the Employment Agreement is deleted in its
entirety and replaced with the following:

         "3.7     Termination. The terms and conditions of Sections 1.0 to 1.4
                  of this Agreement shall terminate on November 17, 2003."


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               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 same
original.


WITNESSES:                                  ENERGY PARTNERS, LTD.


                                            By:
-----------------------------------             --------------------------------
Name:                                           Name:  Richard Bachmann
                                                Title: President and Chief
                                                            Executive Officer
-----------------------------------
Name:


WITNESSES:


                                            By:
-----------------------------------             --------------------------------
Name:                                           Name:  Richard Bachmann, in
                                                       his individual
                                                       capacity
-----------------------------------
Name:


WITNESSES:                                  ACKNOWLEDGED AND AGREED
                                            TO THE TERMS HEREOF:


                                            By:
-----------------------------------             --------------------------------
Name:                                           Spouse


-----------------------------------
Name: