EXHIBIT 10.1
                           SEAGULL ENERGY CORPORATION
                  1993 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN


I. Purpose of the Plan

     The SEAGULL ENERGY  CORPORATION  1993  NONEMPLOYEE  DIRECTORS' STOCK OPTION
PLAN (the  "Plan")  is intended  to promote  the  interests  of  SEAGULL  ENERGY
CORPORATION,  a Texas  corporation  (the  "Company"),  and its  shareholders  by
helping to award and retain highly-qualified independent directors, and allowing
them to  develop  a sense of  proprietorship  and  personal  involvement  in the
development and financial success of the Company. Accordingly, the Company shall
grant to directors of the Company who are not and who never have been  employees
of the Company or any of its subsidiaries  ("Nonemployee  Directors") the option
("Option") to purchase shares of the common stock of the Company  ("Stock"),  as
hereinafter set forth.  Options granted under the Plan shall be options which do
not constitute incentive stock options,  within the meaning of section 422(b) of
the Internal Revenue Code of 1986, as amended (the "Code").

II. Option Agreements

     Each Option shall be evidenced by a written  agreement in the form attached
to the Plan.

III. Eligibility of Optionee

     Options may be granted only to individuals who are Nonemployee Directors of
the  Company.  Each  Nonemployee  Director  who serves in such  capacity  on the
effective  date of the Plan  shall  receive,  as of such  date and  without  the
exercise of the discretion of any person or persons,  an Option  exercisable for
3,000 shares of Stock. Each Nonemployee  Director who is elected or appointed to
the Board of Directors of the Company (the "Board") for the first time after the
effective date of the Plan shall receive,  as of the date of his or her election
or  appointment  and without the  exercise  of the  discretion  of any person or
persons,  an Option exercisable for 3,000 shares of Stock (subject to adjustment
in the same manner as provided in Paragraph VII hereof with respect to shares of
Stock subject to Options then outstanding). As of the date of the annual meeting
of the  shareholders  of the  Company in each year that the Plan is in effect as
provided in  Paragraph VI  hereof,  each  Nonemployee  Director who is in office
immediately after such meeting and who is not then entitled to receive an Option
pursuant  to the  preceding  provisions  of this  Paragraph III  shall  receive,
without the  exercise  of the  discretion  of any person or  persons,  an Option
exercisable  for 3,000 shares of Stock (subject to adjustment in the same manner
as provided in  Paragraph VII  hereof with respect to shares of Stock subject to
Options then outstanding).  If, as of any date that the Plan is in effect, there
are not  sufficient  shares of Stock  available  under the Plan to allow for the
grant to each  Nonemployee  Director  of an  Option  for the  number  of  shares
provided  herein,  the Plan shall  terminate as provided in Paragraph VI hereof.
All  Options  granted  under the Plan shall be at the Option  price set forth in
Paragraph V   hereof  and  shall  be  subject  to   adjustment  as  provided  in
Paragraph VII hereof.
<PAGE>

IV. Shares Subject to the Plan

     The aggregate  number of shares which may be issued under  Options  granted
under the Plan shall not exceed 300,000 shares of Stock. Such shares may consist
of authorized but unissued shares of Stock or previously  issued shares of Stock
reacquired  by the Company.  Any of such shares which remain  unissued and which
are not  subject to  outstanding  Options at the  termination  of the Plan shall
cease to be subject to the Plan, but, until termination of the Plan, the Company
shall at all times  make  available  a  sufficient  number of shares to meet the
requirements of the Plan.  Should any Option hereunder expire or terminate prior
to its exercise in full, the shares theretofore subject to such Option may again
be subject to an Option granted under the Plan.  The aggregate  number of shares
which may be issued  under the Plan shall be subject to  adjustment  in the same
manner as  provided  in  Paragraph VII  hereof  with  respect to shares of Stock
subject to Options  then  outstanding.  Exercise of an Option  shall result in a
decrease in the number of shares of Stock  which may  thereafter  be  available,
both for purposes of the Plan and for sale to any one individual,  by the number
of shares as to which the Option is exercised.

V. Option Price

     The  purchase  price of Stock  issued  under each Option  shall be the fair
market  value of Stock  subject to the Option on the date the Option is granted.
For all purposes  under the Plan, the fair market value of a share of Stock on a
particular date shall be equal to the closing price of the Stock on the New York
Stock Exchange composite tape on that date, or if no prices are reported on that
date,  on the last  preceding  date on which  such  prices  of the  Stock are so
reported.

VI. Term of Plan

     The Plan  shall be  effective  on the  date  the  Plan is  approved  by the
shareholders of the Company. Except with respect to Options then outstanding, if
not sooner  terminated  under the provisions of  Paragraph VIII,  the Plan shall
terminate  upon and no further  Options shall be granted as of the date that the
remaining  number of shares of Stock which may be issued under the Plan pursuant
to Paragraph IV is not  sufficient  to cover the Options  required to be granted
under Paragraph III.

VII. Recapitalization or Reorganization

          (a) The existence of the Plan and the Options granted  hereunder shall
     not  affect in any way the right or power of the Board or the  shareholders
     of the  Company  to make or  authorize  any  adjustment,  recapitalization,
     reorganization  or other change in the Company's  capital  structure or its
     business,  any merger or consolidation of the Company, any issue of debt or
     equity  securities,  the  dissolution  or liquidation of the Company or any
     sale, lease, exchange or other disposition of all or any part of its assets
     or business or any other corporate act or proceeding.


<PAGE>
          (b) The shares with respect to which Options may be granted are shares
     of Stock as  presently  constituted,  but if,  and  whenever,  prior to the
     expiration  of an Option  theretofore  granted,  the Company shall effect a
     subdivision or  consolidation  of shares of Stock or the payment of a stock
     dividend on Stock  without  receipt of  consideration  by the Company,  the
     number of shares of Stock with respect to which such Option may  thereafter
     be exercised  (i) in the event of an increase in the number of  outstanding
     shares shall be proportionately increased, and the purchase price per share
     shall be proportionately  reduced,  and (ii) in the event of a reduction in
     the number of outstanding shares shall be proportionately  reduced, and the
     purchase price per share shall be proportionately increased.

          (c) If the  Company  recapitalizes  or  otherwise  changes its capital
     structure,  thereafter upon any exercise of an Option  theretofore  granted
     the optionee  shall be entitled to purchase  under such Option,  in lieu of
     the number and class of shares of Stock then  covered by such  Option,  the
     number and class of shares of stock and  securities  to which the  optionee
     would have been entitled pursuant to the terms of the  recapitalization if,
     immediately  prior  to such  recapitalization,  the  optionee  had been the
     holder of record of the  number  of shares of Stock  then  covered  by such
     Option.  If (i) the Company shall not be the surviving entity in any merger
     or consolidation  (or survives only as a subsidiary of an entity other than
     a previously  wholly-owned  subsidiary  of the  Company),  (ii) the Company
     sells,  leases or  exchanges  or agrees to sell,  lease or exchange  all or
     substantially  all of its  assets to any  person or  entity  (other  than a
     wholly-owned  subsidiary  of the  Company)  or (iii) the  Company  is to be
     dissolved  and  liquidated  (each  such  event is  referred  to herein as a
     "Corporate  Change"),  then  effective as of the earlier of (1) the date of
     approval by the shareholders of the Company of such Corporate Change or (2)
     the date of such Corporate  Change,  (A) in the event of any such merger or
     consolidation,  upon any  exercise  of an Option  theretofore  granted  the
     optionee  shall be entitled to purchase  under such Option,  in lieu of the
     number  of  shares  of  Stock  as  to  which  such  Option  shall  then  be
     exercisable, the number and class of shares of stock or other securities or
     property to which the  optionee  would have been  entitled  pursuant to the
     terms of the agreement of merger or consolidation if,  immediately prior to
     such merger or consolidation  the optionee had been the holder of record of
     the number of shares of Stock as to which such  Option is then  exercisable
     and (B) in the  event of any such  sale,  lease or  exchange  of  assets or
     dissolution,  all  outstanding  Options  shall  be  fully  vested  and each
     optionee shall  surrender his or her Options to the Company and the Company
     shall  cancel such  Options and pay to each  optionee an amount of cash per
     share equal to the excess of the per share price offered to shareholders of
     the Company in any such sale,  lease or  exchange of assets or  dissolution
     transaction  for the  shares  subject  to such  Options  over the  exercise
     price(s) under such Options for such shares.

          (d) Any  adjustment  provided  for in  Subparagraphs (b)  or (c) above
     shall be subject to any required shareholder action.


<PAGE>
          (e) Except as  hereinbefore  expressly  provided,  the issuance by the
     Company  of  shares of stock of any class or  securities  convertible  into
     shares of stock of any class, for cash, property,  labor or services,  upon
     direct sale, upon the exercise of rights or warrants to subscribe therefor,
     or upon conversion of shares or obligations of the Company convertible into
     such shares or other  securities,  and in any case  whether or not for fair
     value,  shall not affect, and no adjustment by reason thereof shall be made
     with  respect  to,  the  number  of  shares  of Stock  subject  to  Options
     theretofore granted or the purchase price per share.

VIII. Amendment or Termination of the Plan

     The Board in its discretion may terminate the Plan at any time with respect
to any shares for which Options have not  theretofore  been  granted.  The Board
shall have the right to alter or amend the Plan or any part thereof from time to
time;  provided,  that the Plan  shall not be  amended  more than once every six
months,  other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder;  and provided,
further,  that no change in any  Option  theretofore  granted  may be made which
would  impair the rights of the optionee  without the consent of such  optionee;
and provided,  further,  that the Board may not make any alteration or amendment
which would materially  increase the benefits accruing to participants under the
Plan,  increase the aggregate  number of shares which may be issued  pursuant to
the provisions of the Plan, increase or decrease the number of shares subject to
each Option,  change the schedule of the grants, extend the term of the Options,
change the class of  individuals  eligible to receive  Options under the Plan or
extend the term of the Plan,  without the  approval of the  shareholders  of the
Company.

IX. Securities Laws

          (a) The Company shall not be obligated to issue any Stock  pursuant to
     any  Option  granted  under the Plan at any time when the  offering  of the
     shares covered by such Option have not been registered under the Securities
     Act of 1933, as amended,  and such other state and federal  laws,  rules or
     regulations  as the Company deems  applicable  and, in the opinion of legal
     counsel  for the  Company,  there is no  exemption  from  the  registration
     requirements of such laws, rules or regulations  available for the offering
     and sale of such shares.

          (b) It is intended  that the Plan and any grant of an Option made to a
     person  subject to  Section 16 of the  Securities  Exchange Act of 1934, as
     amended (the "1934 Act") meet all of the  requirements  of  Rule 16b-3,  as
     currently in effect or as hereinafter  modified or amended ("Rule  16b-3"),
     promulgated  under the 1934 Act. If any  provision  of the Plan or any such
     Option would  disqualify the Plan or such Option under,  or would otherwise
     not comply with, Rule 16b-3, such provision or Option shall be construed or
     deemed amended to conform to Rule 16b-3.

<PAGE>

                  NONEMPLOYEE DIRECTOR'S STOCK OPTION AGREEMENT


     AGREEMENT  made as of the ______ day of  ________________,  19___,  between
SEAGULL  ENERGY   CORPORATION,   a  Texas   corporation   (the   "Company")  and
________________________________ ("Director").

     To  carry  out  the  purposes  of  the  SEAGULL  ENERGY   CORPORATION  1993
NONEMPLOYEE  DIRECTORS'  STOCK  OPTION  PLAN  (the  "Plan"),  a copy of which is
attached hereto as Exhibit A,  by affording Director the opportunity to purchase
shares of common stock of the Company  ("Stock"),  and in  consideration  of the
mutual  agreements  and other  matters  set forth  herein  and in the Plan,  the
Company and Director hereby agree as follows:

     1. Grant of Option.  The Company hereby  irrevocably grants to Director the
right and option  ("Option")  to  purchase  all or any part of an  aggregate  of
______ shares of Stock,  on the terms and conditions set forth herein and in the
Plan,  which  Plan  is  incorporated  herein  by  reference  as a part  of  this
Agreement.  This Option shall not be treated as an incentive stock option within
the meaning of section 422(b) of the Internal Revenue Code of 1986, as amended.

     2. Purchase Price.  The purchase price of Stock  purchased  pursuant to the
exercise of this Option shall be $_______ per share,  which has been  determined
to be not less than the fair  market  value of the Stock at the date of grant of
this  Option.  For all  purposes of this  Agreement,  fair market value of Stock
shall be determined in accordance with the provisions of the Plan.

     3. Exercise of Option.  Subject to the earlier expiration of this Option as
herein provided,  this Option may be exercised, by written notice to the Company
at its principal  executive  office  addressed to the attention of its Chairman,
President and Chief Executive  Officer,  at any time and from time to time after
the date of grant hereof,  but, except as otherwise  provided below, this Option
shall not be exercisable  for more than a percentage of the aggregate  number of
shares  offered by this Option  determined  by the number of full years from the
date of  grant  hereof  to the date of such  exercise,  in  accordance  with the
following schedule:
<TABLE>
<CAPTION>
                                  

                                                    Percentage of Shares
Number of Full Years                                That May Be Purchased
<S>                                                 <C>    

 Less than 1 year                                           0%
           1 year                                          20%
           2 years                                         40%
           3 years                                         60%
           4 years                                         80%
           5 years or more                                100%
</TABLE>

<PAGE>
     This Option is not  transferable by Director  otherwise than by will or the
laws of descent and  distribution,  and may be  exercised  only by Director  (or
Director's guardian or legal  representative)  during Director's lifetime.  If a
Director's  membership  on the Board of Directors  of the Company (the  "Board")
terminates, this Option may be exercised as follows:

          (a) If  Director's  membership  on the Board  terminates  for cause or
     voluntarily  by  Director  (other  than by reason of  mandatory  retirement
     pursuant to the policy of the Board) not at the request of the Board,  this
     Option may be  exercised by Director at any time during the period of three
     months following such  termination,  or by Director's estate (or the person
     who acquires this Option by will or the laws of descent and distribution or
     otherwise by reason of the death of  Director)  during a period of one year
     following Director's death if Director dies during such three-month period,
     but in each case only as to the number of shares  Director  was entitled to
     purchase  hereunder upon exercise of this Option as of the date  Director's
     membership  on the Board so  terminates.  For  purposes of this  Agreement,
     "cause" shall mean  Director's  gross  negligence or willful  misconduct in
     performance of his duties as a director,  or Director's final conviction of
     a felony or of a misdemeanor involving moral turpitude.

          (b) If  Director's  membership  on the Board  terminates  by reason of
     disability, this Option may be exercised in full by Director (or Director's
     guardian or legal  representative  or  Director's  estate or the person who
     acquires  this  Option by will or the laws of descent and  distribution  or
     otherwise by reason of the death of Director) at any time during the period
     of one year following such termination.

          (c) If Director dies while a member of the Board,  Director's  estate,
     or the person who  acquires  this Option by will or the laws of descent and
     distribution or otherwise by reason of the death of Director,  may exercise
     this Option in full at any time during the period of one year following the
     date of Director's death.

          (d) If Director's  membership on the Board  terminates  for any reason
     other  than as  described  in (a),  (b) or (c)  above,  this  Option may be
     exercised in full by Director at any time during the period of three months
     following  such  termination,  or by  Director's  estate (or the person who
     acquires  this  Option by will or the laws of descent and  distribution  or
     otherwise by reason of the death of  Director)  during a period of one year
     following Director's death if Director dies during such three-month period.

This Option shall not be  exercisable  in any event after the  expiration of ten
years from the date of grant  hereof.  The purchase  price of shares as to which
this Option is  exercised  shall be paid in full at the time of exercise  (A) in
cash  (including  check,  bank draft or money order  payable to the order of the
Company),  (B) by delivering to the Company shares of Stock having a fair market
value equal to the purchase price,  or (C) any  combination of cash or Stock. No
fraction of a share of Stock shall be issued by the Company upon  exercise of an
Option or  accepted  by the Company in payment of the  purchase  price  thereof;
rather, Director shall provide a cash payment for such amount as is necessary to
effect the issuance  and  acceptance  of only whole shares of Stock.  Unless and
until a certificate  or  certificates  representing  such shares shall have been
issued by the Company to Director, Director (or the person permitted to exercise
this Option in the event of  Director's  death)  shall not be or have any of the
rights or  privileges  of a  shareholder  of the Company  with respect to shares
acquirable upon an exercise of this Option.
<PAGE>
     4.  Withholding  of Tax. To the extent that the  exercise of this Option or
the  disposition  of shares of Stock acquired by exercise of this Option results
in  compensation  income to Director for federal or state  income tax  purposes,
Director  shall  deliver  to the  Company  at  the  time  of  such  exercise  or
disposition  such  amount of money or shares of Stock as the Company may require
to meet its  obligation  under  applicable  tax  laws or  regulations,  and,  if
Director  fails to do so, the Company is authorized to withhold from any cash or
Stock remuneration then or thereafter payable to Director any tax required to be
withheld by reason of such resulting  compensation  income.  Upon an exercise of
this Option,  the Company is further authorized in its discretion to satisfy any
such withholding requirement out of any cash or shares of Stock distributable to
Director upon such exercise.

     5. Status of Stock.  The Company intends to register for issuance under the
Securities Act of 1933, as amended (the "Act"),  the shares of Stock  acquirable
upon exercise of this Option, and to keep such registration effective throughout
the  period  this  Option  is  exercisable.  In the  absence  of such  effective
registration or an available exemption from registration under the Act, issuance
of shares of Stock acquirable upon exercise of this Option will be delayed until
registration of such shares is effective or an exemption from registration under
the Act is  available.  The  Company  intends to use all  reasonable  efforts to
ensure that no such delay will occur. In the event  exemption from  registration
under the Act is  available  upon an exercise of this  Option,  Director (or the
person  permitted to exercise  this Option in the event of  Director's  death or
incapacity),  if  requested by the Company to do so, will execute and deliver to
the Company in writing an agreement  containing  such  provisions as the Company
may require to assure compliance with applicable securities laws.

     Director  agrees  that the shares of Stock  which  Director  may acquire by
exercising  this Option will not be sold or otherwise  disposed of in any manner
which would constitute a violation of any applicable federal or state securities
laws. Director also agrees (i) that the certificates  representing the shares of
Stock purchased under this Option may bear such legend or legends as the Company
deems appropriate in order to assure compliance with applicable securities laws,
(ii) that the Company may refuse to register the transfer of the shares of Stock
purchased under this Option on the stock transfer records of the Company if such
proposed  transfer would in the opinion of counsel  satisfactory  to the Company
constitute  a  violation  of any  applicable  securities  law and (iii) that the
Company may give related  instructions  to its transfer  agent,  if any, to stop
registration of the transfer of the shares of Stock purchased under this Option.

     6. Binding  Effect.  This Agreement  shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under
Director.

     7.  Governing  Law. This  Agreement  shall be governed by, and construed in
accordance with, the laws of the State of Texas.

     IN WITNESS  WHEREOF,  the  Company  has caused  this  Agreement  to be duly
executed by its officer  thereunto  duly  authorized,  and Director has executed
this Agreement, all as of the day and year first above written.


                           SEAGULL ENERGY CORPORATION



 
By: _______________________________________________
    Chairman, President and Chief Executive Officer


    _______________________________________________
    Director

<PAGE>



                                  AMENDMENT TO

                NONEMPLOYEE DIRECTOR'S STOCK OPTION AGREEMENT(S)


     WHEREAS,  SEAGULL ENERGY  CORPORATION,  a Texas corporation (the "Company")
has  previously   adopted  the  SEAGULL  ENERGY   CORPORATION  1993  NONEMPLOYEE
DIRECTORS' STOCK OPTION PLAN (the "Directors' Option Plan"); and
   
     WHEREAS, certain nonstatutory stock options (collectively,  "Options") have
heretofore been granted to the optionee,  a nonemployee  director of the Company
(the  "Director"),  that are currently  outstanding  under the Directors' Option
Plan,  each of such Options  being listed on the  schedule  attached  hereto and
evidenced by a Nonemployee Director's Stock Option Agreement (collectively,  the
"Agreements"); and

     WHEREAS,  the Company desires to amend the Agreements in certain  respects;
and

     WHEREAS,  the Board of Directors of the Company has adopted an amendment to
the Agreements and such amendment has been approved by the  shareholders  of the
Company;

     NOW, THEREFORE, the Agreements shall be amended as follows, effective as of
May 14, 1996:

     1. Paragraph 3 of the Agreements  shall be deleted and the following  shall
be substituted therefor:

          "3.  Exercise  of Option.  Subject to the earlier  expiration  of this
     Option as herein provided,  this Option may be exercised, by written notice
     to the Company at its principal executive office addressed to the attention
     of its Chairman,  President and Chief  Executive  Officer,  at any time and
     from time to time after the date of grant hereof,  but, except as otherwise
     provided  below,  this  Option  shall  not be  exercisable  for more than a
     percentage  of the  aggregate  number  of  shares  offered  by this  Option
     determined by the number of full years from the date of grant hereof to the
     date of such exercise, in accordance with the following schedule:
<PAGE>

                            AMENDMENT TO NONEMPLOYEE

                      DIRECTORS' STOCK OPTION AGREEMENT(S)
<TABLE>
<CAPTION>
 
                                                 Percentage of Shares
Number of Full Years                             That May Be Purchased
<S>                                              <C> 
  Less than 1   year                                       0%
            1   year                                       20%
            2   years                                      40%
            3   years                                      60%
            4   years                                      80%
            5   years or more                              100%
</TABLE>

     This Option is not  transferable by Director  otherwise than by will or the
laws of descent and  distribution,  and may be  exercised  only by Director  (or
Director's guardian or legal  representative)  during Director's lifetime.  If a
Director's  membership  on  the Board of Directors  of the Company (the "Board")
terminates, this Option may be exercised as follows:

          (a) If  Director's  membership  on the Board  terminates  for cause or
     voluntarily by Director not at the request of the Board, this Option may be
     exercised  by  Director  at any time  during  the  period  of three  months
     following  such  termination,  or by  Director's  estate (or the person who
     acquires  this  Option by will or the laws of descent and  distribution  or
     otherwise by reason of the death of  Director)  during a period of one year
     following Director's death if Director dies during such three-month period,
     but in each case only as to the number of shares  Director  was entitled to
     purchase  hereunder upon exercise of this Option as of the date  Director's
     membership  on the Board so  terminates.  For  purposes of this  Agreement,
     "cause" shall mean  Director's  gross  negligence or willful  misconduct in
     performance of his duties as a director,  or Director's final conviction of
     a felony or of a misdemeanor  involving  moral  turpitude.  For purposes of
     this  Agreement,  a  Director's  termination  by  reason  of the  mandatory
     retirement   policy  of  the  Board  shall  not   constitute   a  voluntary
     termination,  and the  provisions  of clause (b) shall be applicable to any
     such termination by reason of mandatory retirement.

          (b) If Director's  membership on the Board  terminates  for any reason
     other than as described in clause (a) above (including  without  limitation
     because  of  Director's  death,   disability  or  by  reason  of  mandatory
     retirement  pursuant  to the  policy  of the  Board),  this  Option  may be
     exercised  in full by Director at any time until (i) three years after such
     termination or (ii) one year after Director's death,

<PAGE>

     whichever  is  later.   After  Director's   death,  this  Option  shall  be
     exercisable for the periods stated in the immediately preceding sentence by
     Director's  estate (or the person who  acquires  this Option by will or the
     laws of descent and  distribution  or  otherwise  by reason of the death of
     Director).  After  Director's  termination  as  a  director  by  reason  of
     disability,  this Option shall be exercisable for the periods stated in the
     first sentence of this clause (b) by Director or by Director's  guardian or
     legal representative.

     This Option shall not be  exercisable  in any event after the expiration of
     ten years from the date of grant hereof. The purchase price of shares as to
     which  this  Option  is  exercised  shall  be paid  in full at the  time of
     exercise (A) in cash (including check, bank draft or money order payable to
     the order of the Company), (B) by delivering to the Company shares of Stock
     having  a fair  market  value  equal  to the  purchase  price,  or  (C) any
     combination  of cash or Stock.  No  fraction  of a share of Stock  shall be
     issued by the Company upon exercise of an Option or accepted by the Company
     in payment of the purchase price thereof;  rather, Director shall provide a
     cash  payment for such amount as is  necessary  to effect the  issuance and
     acceptance of only whole shares of Stock. Unless and until a certificate or
     certificates representing such shares shall have been issued by the Company
     to Director,  Director (or the person  permitted to exercise this Option in
     the event of  Director's  death)  shall not be or have any of the rights or
     privileges  of  a  shareholder  of  the  Company  with  respect  to  shares
     acquirable upon an exercise of this Option."

     2.  As  amended  hereby,  the  Agreements  are  specifically  ratified  and
reaffirmed.

     IN WITNESS  WHEREOF,  the  Company  has caused  this  Agreement  to be duly
executed by its officer  thereunto  duly  authorized,  and Director has executed
this Agreement, effective as of May 14, 1996.
<PAGE>


                                          SEAGULL ENERGY CORPORATION



                                           By:___________________________
                                                 Chairman, President and
                                                 Chief Executive Officer


                                              ___________________________
                                                 Director




_________________________  ___________________       ___________________


_________________________  ___________________       ___________________




     IN WITNESS  WHEREOF,  the  Company  has caused  this  amendment  to be duly
executed by one of its officers thereunto duly authorized, and Vagt has executed
this amendment, effective as of June 30, 1997.

                                           SEAGULL ENERGY CORPORATION



                                           By:_________________________________


                                              _________________________________
                                               ROBERT F. VAGT