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                                                                 EXHIBIT 10.49

                  FOURTH AMENDMENT TO RESTATED LOAN AGREEMENT

         THIS FOURTH AMENDMENT TO RESTATED LOAN AGREEMENT (hereinafter referred
to as the "Agreement") executed as of the 21st day of August, 1997, by and
among NATIONAL ENERGY GROUP, INC., a Delaware corporation ("Borrower") and
BOOMER MARKETING CORPORATION, an Oklahoma corporation ("Boomer") (Boomer is
hereinafter referred to as "Guarantor") and BANK ONE, TEXAS, N.A., a national
banking association ("Bank One") and CREDIT LYONNAIS NEW YORK BRANCH ("Credit
Lyonnais") and each of the financial institutions which may from time to time
become a party hereto or any successor or assignee thereof (hereinafter
collectively referred to as "Banks", and individually as "Bank") and Bank One,
as "Administrative Agent" and Credit Lyonnais as "Syndication Agent."

                              W I T N E S S E T H:

         WHEREAS, Borrower, Guarantor, Banks and Agent entered into a Restated
Loan Agreement, dated as of August 29, 1996 (the "Loan Agreement") under the
terms of which the Banks agreed to provide the Borrower with a reducing
revolving line of credit facility in an amount of up to $100,000,000 and a term
loan in an amount of up to $5,000,000; and

         WHEREAS, Borrower, Guarantor, Banks and Agent entered into a First
Amendment to Restated Loan Agreement dated October 31, 1996 and a Second
Amendment to Restated Loan Agreement dated March 7, 1997 and a Third Amendment
to Restated Loan Agreement dated May 12, 1997; and

         WHEREAS, the Borrower, the Guarantor and the Banks have agreed to
amend the Loan Agreement to make certain changes thereto.

         NOW, THEREFORE, the parties hereto agree to amend the Loan Agreement
as follows:

         1.      Section 7(b) of the Loan Agreement is hereby amended by
deleting the last sentence thereof and inserting the following in lieu thereof:

                 "If the Borrower is ever required to purchase or redeem any of
         the notes issued by Borrower pursuant to that certain Indenture (the
         "1996 Indenture") dated as of November 1, 1996 by and among Borrower,
         National Energy Group of Oklahoma, Inc. and Bank One, Columbus, N.A.,
         as Trustee (the "1996 Senior Unsecured Notes") or pursuant to that
         certain Indenture (the "1997 Indenture") (the 1996 Indenture and the
         1997 Indenture are hereinafter sometimes collectively referred to as
         the "Indenture") dated as of August 15, 1997, by and among Borrower
         and Bank One, Columbus, N.A., as Trustee (the "1997 Senior Unsecured
         Notes") (the 1996 Senior Unsecured Notes and the 1997 Senior Unsecured
         Notes are hereinafter sometimes collectively referred to as the
         "Senior Unsecured Notes"), or if any portion of the Senior Unsecured
         Notes becomes due for any reason, the Borrowing Base shall
         automatically be reduced to $0; provided, however, that with respect
         to any redemption required pursuant to Sections 4.11 or 4.17 of either
         the
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         1996 Indenture or the 1997 Indenture, the Borrowing Base shall only be
         reduced by an amount equal to the amount of Senior Unsecured Notes
         redeemed."

         2.      The Banks hereby consent to the issuance of the 1997 Senior
Unsecured Notes. described in the 1997 Indenture and waive any Event of Default
that may occur as a result of the execution of the 1997 Indenture and related
documents and the incurrence of the $65,000,000 in 1997 Senior Unsecured Notes.

         3.      As of the date of this Agreement, the Borrowing Base shall be
$20,000,000 and the Monthly Commitment reduction shall be $0.

         4.      Except to the extent its provisions are specifically amended,
modified or superseded by this Agreement, the representations, warranties and
affirmative and negative covenants of the Borrower contained in the Loan
Agreement are incorporated herein by reference for all purposes as if copied
herein in full.  The Borrower hereby restates and reaffirms each and every term
and provision of the Loan Agreement, as amended, including, without limitation,
all representations, warranties and affirmative and negative covenants.  Except
to the extent its provisions are specifically amended, modified or superseded
by this Agreement, the Loan Agreement, as amended, and all terms and provisions
thereof shall remain in full force and effect, and the same in all respects are
confirmed and approved by the Borrower and the Banks.

         5.      The obligations of Banks under this Agreement shall be subject
                 to the following conditions precedent:

                 (a)      Execution and Delivery.  The Borrower and Guarantor
         shall have executed and delivered this Agreement, and other required
         documents, all in form and substance satisfactory to Banks;

                 (b)      Corporate Resolutions.  Agent shall have received
         appropriate certified corporate resolutions of Borrower and Guarantor;

                 (c)      Senior Unsecured Notes.  The transaction described in
         the 1997 Indenture shall have closed and been funded prior to
         September 1, 1997;

                 (d)      Payoff Existing Indebtedness.  The Banks shall have
         received payment in full of all principal, interest and fees then due
         or outstanding under the Loan Agreement from the proceeds of the 1997
         Senior Unsecured Notes;

                 (e)      Other Documents.  Banks shall have received such
         other instruments and documents incidental and appropriate to the
         transaction provided for herein as Bank One or





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         its counsel may reasonably request, and all such documents shall be in
         form and substance satisfactory to Banks; and

                 (f)      Legal Matters Satisfactory.  All legal matters
         incident to the consummation of the transactions contemplated hereby
         shall be satisfactory to special counsel for Banks retained at the
         expense of Borrower.

         6.      Unless otherwise defined herein, all defined terms used herein
shall have the same meaning ascribed to such terms in the Loan Agreement.

         7.      The Guarantor hereby consents to the provisions of this
Agreement and the transactions contemplated herein, and hereby ratifies and
confirms its Guaranty Agreements, each dated as of August 29, 1996, and agrees
that its obligations and covenants thereunder are unimpaired hereby and shall
remain in full force and effect.

         8.      This Agreement may be executed in any number of identical
separate counterparts, each of which for all purposes to be deemed an original,
but all of which shall constitute, collectively, one Agreement.

         IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to
Restated Loan Agreement to be duly executed as of the date first above written.


                                  BORROWER:
                                  -------- 
                                  
                                  NATIONAL ENERGY GROUP, INC.
                                  a Delaware corporation
                                  
                                  
                                  By: /s/ MILES D. BENDER
                                     -----------------------------------------
                                           Miles D. Bender, President         
                                                                              
                                  GUARANTOR:                                  
                                  ---------                                   
                                                                              
                                  BOOMER MARKETING CORPORATION                
                                  an Oklahoma corporation                     
                                                                              
                                                                              
                                  By: /s/ ROBERT A. IMEL
                                     -----------------------------------------
                                  Name: Robert A. Imel
                                       ---------------------------------------
                                  Title: Chief Financial Officer
                                        --------------------------------------
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
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                                  BANKS:                             
                                  -----                              
                                                                              
                                  BANK ONE, TEXAS, N.A.                       
                                                                              
                                                                              
                                                                              
                                  By: /s/ WM. MARK CRANMER
                                     -----------------------------------------
                                           Wm. Mark Cranmer, Vice President   
                                                                              
                                  CREDIT LYONNAIS NEW YORK BRANCH             
                                                                              
                                                                              
                                                                              
                                  By: /s/ ALAIN PAPIASSE
                                     -----------------------------------------
                                  Name: ALAIN PAPIASSE                        
                                       ---------------------------------------
                                  Title: Executive Vice President             
                                        --------------------------------------
                                                                              
                                                                              
                                  ADMINISTRATIVE AGENT:                       
                                  --------------------                        
                                                                              
                                  BANK ONE, TEXAS, N.A.                       
                                                                              
                                                                              
                                                                              
                                  By: /s/ WM. MARK CRANMER 
                                     -----------------------------------------
                                           Wm. Mark Cranmer, Vice President   
                                                                              
                                  SYNDICATION AGENT:                          
                                  -----------------                           
                                                                              
                                  CREDIT LYONNAIS NEW YORK BRANCH             
                                                                              
                                                                              
                                                                              
                                  By: /s/ ALAIN PAPIASSE             
                                     -----------------------------------------
                                  Name: ALAIN PAPIASSE               
                                       ---------------------------------------
                                  Title: Executive Vice President
                                        --------------------------------------





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                      [GARDERE & WYNNE L.L.P. LETTERHEAD]



August 25, 1997


Mr. Robert A. Imel
Chief Financial Officer
National Energy Group, Inc.
4925 Greenville Avenue, Suite 1400
Dallas, Texas 75206

Re:  Fourth Amendment to Restated Loan Agreement

Dear Bob:

Enclosed please find an executed original counterpart of the Fourth Amendment 
to Restated Loan Agreement between National Energy Group, Inc., et al. and Bank
One, Texas, N.A., et al. for your files.

If you have any questions or problems with the foregoing, please do not
hesitate to call.

Very truly yours,

/s/ ROBERT N. RULE JR.

Robert N. Rule, Jr.

RNR/jat

Enclosures

cc: Mr. Wm. Mark Cranmer (with enclosure)