EXHIBIT 10.2

                              AMENDED AND RESTATED
                          PLAN AND AGREEMENT OF MERGER
                                     BETWEEN
                           TEXAS NEVADA OIL & GAS CO.
                                       AND
                          HOUSTON AMERICAN ENERGY CORP.

     This  Amended  and Restated Plan and Agreement of Merger is entered into as
of  __________,  2001,  between  Texas Nevada Oil & Gas Co., a Texas corporation
("TNOG"),  and  Houston  American Energy Corp., a Delaware corporation ("HAEC").

     WHEREAS, on July 31, 2001, TNOG and HAEC entered into that certain Plan and
Agreement  of Merger (the "Original Plan") providing for the merger of TNOG with
and  into  HAEC;  and

     WHEREAS,  HAEC  has  completed  the forward split of its outstanding common
stock  on  an  approximate  11.4  for  one  basis  (the  "Split");  and

     WHEREAS,  in  order  to  correct certain provisions of the Original Plan to
reflect  the  Split, TNOG and HAEC desire to amend and restate the Original Plan
in  its  entirety  as  set  forth  herein;

     NOW, THEREFORE, in consideration of the foregoing and the mutual provisions
contained  herein and for other good and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged, TNOG and HAEC hereby agree as
follows:

     1.     Plan  Adopted.  A  plan  of  merger  merging TNOG with and into HAEC
            -------------
(this  "Plan  of  Merger"),  pursuant  to  the  provisions of Section 252 of the
Delaware  General  Corporation  Law  (the  "DGCL"),  Article  5.01  of the Texas
Business  Corporation  Act (the "TBCA") and Section 368(a)(1)(A) of the Internal
Revenue  Code,  is  adopted  as  follows:

          (a)  TNOG shall be merged with and into HAEC, to exist and be governed
by  the  laws  of  the  State  of  Delaware.

          (b)  The  name  of the Surviving Corporation shall be Houston American
Energy  Corp.  (the  "Surviving  Corporation").

          (c)  When  this  Plan  of  Merger shall become effective, the separate
existence  of  TNOG  shall  cease  and  the Surviving Corporation shall succeed,
without  other  transfer,  to all the rights and properties of TNOG and shall be
subject  to all the debts and liabilities of such corporation in the same manner
as  if  the  Surviving  Corporation  had  itself  incurred  them.  All rights of
creditors  and  all  liens upon the property of each constituent entity shall be
preserved  unimpaired,  limited  in  lien to the property affected by such liens
immediately  prior  to  the  merger  (the  "Merger").

          (d)  The  Surviving Corporation will be responsible for the payment of
all fees and franchise taxes of the constituent entities payable to the State of
Delaware  and  the  State  of  Texas,  if  any.

          (e)  The  Surviving Corporation will carry on business with the assets
of  TNOG,  as  well  as  with  the  assets  of  HAEC.

          (f)  The  Surviving Corporation will be responsible for the payment of
the  fair  value  of  shares, if any, required under Article 5.12 of the TBCA or
Section  262  of  the  DGCL.

          (g) The shareholders of TNOG will surrender all of their shares in the
manner  hereinafter  set  forth.


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          (h)  In  exchange  for  the  shares  of  TNOG  surrendered  by  its
shareholders,  the  Surviving  Corporation  will  issue  and  transfer  to  such
shareholders  on  the  basis  hereinafter set forth, shares of its common stock.

          (i) The stockholders of HAEC will retain their shares of the Surviving
Corporation.

     2.     Effective  Date.  The  effective  date of the Merger (the "Effective
            ---------------
Date")  shall  be  the first permissible date following the effectiveness of the
S-4  Registration  Statement  to  be  filed  by  HAEC.

     3.     Submission  to  Shareholders and Stockholders.  This  Plan of Merger
            ---------------------------------------------
shall  be  submitted  for approval separately to the shareholders of TNOG and to
the  stockholders  of  HAEC  in  the manner provided by the laws of the State of
Texas  and  the  State  of  Delaware.

      4.     Manner  of  Exchange.  On  the Effective  Date  of  the Merger, the
             --------------------
shareholders  of  TNOG  shall  surrender  their  stock  certificates  to HAEC in
exchange  for  shares  of  the  Surviving Corporation to which they are entitled
pursuant  to  the  provisions  of  this  Plan  of  Merger.

     5.     Basis of Exchange. The holders of shares of the common stock, no par
            -----------------
value  per share, of TNOG shall be entitled to receive, ratably, in exchange for
the  surrender  of  all  of the outstanding shares of TNOG common stock, 596,569
shares  of  the  common stock of the Surviving Corporation, par value $0.001 per
share.

     6.     Shares  of  the  Surviving  Corporation.  The  presently outstanding
            ---------------------------------------
shares  of the common stock of HAEC, 11,403,429 shares, shall remain outstanding
as  common  stock  of  the  Surviving  Corporation.

     7.     Directors  and  Officers.
            ------------------------

          (a)  The present Board of Directors of HAEC shall continue to serve as
the  Board  of  Directors  of  the  Surviving  Corporation until the next annual
meeting  or until such time as their successors have been elected and qualified.

          (b)  If  a  vacancy  shall  exist  on  the  Board  of Directors of the
Surviving  Corporation  on the Effective Date of the Merger, such vacancy may be
filled  by  the  Board  of  Directors as provided in the Bylaws of the Surviving
Corporation.

          (c)  All  persons  who,  on  the  Effective  Date  of  the Merger, are
executive  or  administrative  officers  of HAEC shall remain as officers of the
Surviving  Corporation until the Board of Directors of the Surviving Corporation
shall  otherwise  determine. The Board of Directors of the Surviving Corporation
may  elect  or  appoint  such  additional  officers  as  it  may  determine.

     8.     Certificate  of  Incorporation.  The Certificate of Incorporation of
            ------------------------------
HAEC,  attached  hereto  as  Exhibit A and incorporated herein for all purposes,
                             ---------
existing on the Effective Date of the Merger shall continue in full force as the
Certificate  of  Incorporation  of  the  Surviving  Corporation  until  altered,
amended,  or  repealed  as  provided  therein  or  as  provided  by  law.

     9.     Bylaws.  The Bylaws  of  HAEC,  attached  hereto  as  Exhibit B  and
            ------                                                ---------
incorporated  herein  for  all  purposes,  existing on the Effective Date of the
Merger  shall  continue in full force as the Bylaws of the Surviving Corporation
until  altered,  amended, or repealed as provided therein or as provided by law.

     10.    Copies  of the Plan of Merger.  A copy of this Plan of Merger is on
            -----------------------------
file  at  801  Travis  Street,  Suite  1425,  Houston, Texas 77002, which is the
principal  office  of  the  Surviving Corporation. A copy of this Plan of Merger
will  be furnished to any shareholder of TNOG or stockholder of HAEC, on written
request  and  without  cost.


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     11.     Legal Construction.  In  case  any  one or more of  the  provisions
             ------------------
contained  in  this  Plan  of Merger shall for any reason be held to be invalid,
illegal,  or  unenforceable  in  any  respect,  such  invalidity, illegality, or
unenforceability  shall not affect any other provisions hereof, and this Plan of
Merger  shall  be  construed  as  if  such  invalid,  illegal,  or unenforceable
provision  had  never  been  contained  herein.

     12.     Benefit.  All the terms and provisions of this Plan of Merger shall
             -------
be  binding  upon  and inure to the benefit of and be enforceable by the parties
hereto,  and  their  successors  and  permitted  assigns.

     13.     Law Governing.  This Plan of Merger shall be construed and governed
             -------------
by  the  laws  of  the State of Delaware, and all obligations hereunder shall be
deemed  performable  in  Harris  County,  Texas.

     14.     Perfection of Title. The parties hereto shall do all other acts and
             -------------------
things  that  may  be  reasonably  necessary  or proper, fully or more fully, to
evidence,  complete  or perfect this Plan of Merger, and to carry out the intent
of  this  Plan  of  Merger.

     15.     Cumulative Rights.  The rights and remedies of any party under this
             -----------------
Plan  of  Merger  and  the  instruments executed or to be executed in connection
herewith,  or  any  of  them,  shall  be  cumulative and the exercise or partial
exercise  of  any  such  right  or remedy shall not preclude the exercise of any
other  right  or  remedy.

     16.     Waiver. No course of dealing on the part of any party hereto or its
             ------
agents,  nor  any  failure or delay by any such party with respect to exercising
any  right,  power  or  privilege of such party under this Plan of Merger or any
instrument  referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later  exercise  thereof  or any exercise of any other right, power or privilege
hereunder  or  thereunder.

     17.     Construction.  Whenever  used  herein, the  singular  number  shall
             ------------
include  the  plural,  the  plural  number  shall  include the singular, and the
masculine  gender  shall  include  the  feminine.

     18.     Multiple Counterparts.  This  Plan of Merger may be executed in one
             ---------------------
or  more  counterparts,  each  of  which shall be deemed an original, but all of
which  together  shall  constitute  one  and  the  same  instrument.

     IN  WITNESS  WHEREOF,  the  parties have executed this Plan of Merger as of
___________,  2001.


                                       TEXAS NEVADA OIL & GAS CO.

                                       By    /s/  Louis  G.  Mehr
                                         ---------------------------------------
                                                  Louis  G.  Mehr,  President

                                       HOUSTON AMERICAN ENERGY CORP.

                                       By    /s/  John  F.  Terwilliger
                                         ---------------------------------------
                                                  John F. Terwilliger, President

Attachments:
-----------
Exhibit A - Certificate of Incorporation of Houston American Energy Corp.
Exhibit B - Bylaws of Houston  American  Energy  Corp.



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