EXHIBIT 10.2
                           SEAGULL ENERGY CORPORATION
                             1993 STOCK OPTION PLAN


I.   Purpose of the Plan

     The SEAGULL  ENERGY  CORPORATION  1993 STOCK  OPTION PLAN (the  "Plan") is
intended  to  provide  a means  whereby  certain  employees  of  SEAGULL  ENERGY
CORPORATION,  a Texas  corporation  (the  "Company"),  and its  subsidiaries may
develop a sense of  proprietorship  and personal  involvement in the development
and financial  success of the Company,  and to encourage them to remain with and
devote their best efforts to the business of the Company,  thereby advancing the
interests  of the Company  and its  shareholders.  Accordingly,  the Company may
grant to certain  employees  ("Optionees")  the option  ("Option")  to  purchase
shares of the common stock of the Company  ("Stock"),  as hereinafter set forth.
Options granted under the Plan may be either incentive stock options, within the
meaning of section  422(b) of the Internal Revenue Code of 1986, as amended (the
"Code"),  ("Incentive  Stock  Options")  or  options  which  do  not  constitute
Incentive Stock Options.

II.  Administration

     The  Plan  shall  be  administered  by  the  Compensation   Committee  (the
"Committee")  of the Board of Directors of the Company (the "Board") which shall
be constituted so as to permit the Plan to comply with Rule  16b-3, as currently
in effect or as hereinafter  modified or amended  ("Rule   16b-3"),  promulgated
under the  Securities  Exchange Act of 1934,  as amended  (the "1934 Act").  The
Committee  shall have sole  authority to select the  Optionees  from among those
individuals  eligible  hereunder and to establish the number of shares which may
be issued under each Option.  In making such  determination,  the  Committee may
take into account the nature of the services rendered by such individuals, their
present and  potential  contributions  to the  Company's  success and such other
factors as the Committee in its discretion shall deem relevant. The Committee is
authorized  to interpret the Plan and may from time to time adopt such rules and
regulations,  consistent  with  the  provisions  of the  Plan,  as it  may  deem
advisable  to  carry  out the  Plan.  All  decisions  made by the  Committee  in
selecting  the  Optionees,  in  establishing  the number of shares  which may be
issued under each Option and in construing  the  provisions of the Plan shall be
final.

III.  Option Agreements

     (a) Each  Option  shall be  evidenced  by a written  agreement  between the
Company and the Optionee ("Option Agreement") which shall contain such terms and
conditions as may be approved by the Committee.  The terms and conditions of the
respective  Option  Agreements  need not be identical.  Specifically,  an Option
Agreement  may provide for the  surrender of the right to purchase  shares under
the Option in return  for a payment in cash or shares of Stock or a  combination
of cash and  shares of Stock  equal in value to the  excess  of the fair  market
value of the shares with  respect to which the right to purchase is  surrendered
over the option price therefor ("Stock Appreciation  Rights"), on such terms and
conditions as the Committee in its sole discretion may prescribe; provided, that
with respect to Stock  Appreciation  Rights granted to employees who are subject
to  Section  16 of the 1934 Act,  except as  provided  in  Subparagraph  VIII(c)
hereof,  the Committee shall retain final authority (i) to determine  whether an
Optionee shall be permitted,  or (ii) to approve an election by an Optionee,  to
receive  cash  in full or  partial  settlement  of  Stock  Appreciation  Rights.
Moreover,  an Option  Agreement may provide for the payment of the option price,
in whole or in part,  by the  delivery of a number of shares of Stock (plus cash
if necessary) having a fair market value equal to such option price. Finally, in
the case of an option which does not  constitute an Incentive  Stock Option,  an
Option  Agreement  may  provide  for  payment  of the amount of federal or state
income tax  withholding  required with respect to the exercise of such Option by
permitting an Optionee to surrender shares of Stock to the Company, or authorize
the Company to  withhold  from shares of Stock  acquired  upon  exercise of such
Option shares of Stock equal in value to such withholding.
<PAGE>

     (b) 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 such price is
reported  on that date,  on the last  preceding  date on which such price of the
Stock is so reported.

     (c) Each Option and all rights granted thereunder shall not be transferable
other  than by will or the  laws of  descent  and  distribution,  and  shall  be
exercisable  during  the  Optionee's  lifetime  only  by  the  Optionee  or  the
Optionee's guardian or legal representative.

IV.  Eligibility of Optionee

     Options may be granted only to individuals who are key employees (including
officers and directors who are also key  employees) of the Company or any parent
or subsidiary corporation (as defined in section 424 of the Code) of the Company
at the time the Option is granted. Options may be granted to the same individual
on more than one  occasion.  No  Incentive  Stock  Option shall be granted to an
individual  if, at the time the Option is granted,  such  individual  owns stock
possessing  more than 10% of the total  combined  voting power of all classes of
stock of the  Company or of its  parent or  subsidiary  corporation,  within the
meaning of section  422(b)(6) of the Code, unless (i) at the time such Option is
granted the option  price is at least 110% of the fair market value of the Stock
subject to the Option and (ii) such Option by its terms is not exercisable after
the  expiration  of five  years from the date of grant.  To the extent  that the
aggregate fair market value  (determined  at the time the  respective  Incentive
Stock Option is granted) of stock with respect to which  Incentive Stock Options
are  exercisable  for the first time by an  individual  during any calendar year
under all  incentive  stock  option  plans of the  Company  and its  parent  and
subsidiary  corporations  exceeds $100,000,  such excess Incentive Stock Options
shall be treated as Options which do not constitute Incentive Stock Options. The
Committee shall determine, in accordance with applicable provisions of the Code,
Treasury  Regulations  and  other  administrative  pronouncements,  which  of an
Optionee's  Incentive Stock Options will not constitute  Incentive Stock Options
because of such  limitation and shall notify the Optionee of such  determination
as soon as practicable after such determination.

V. Shares Subject to the Plan

     The aggregate  number of shares which may be issued under  Options  granted
under the Plan shall not exceed 600,000 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 to the extent  permitted  under
Rule 16b-3.  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  VIII
hereof  with  respect to shares of Stock  subject to Options  then  outstanding.
Exercise of an Option in any  manner,  including  an exercise  involving a Stock
Appreciation  Right, 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.
Separate  stock  certificates  shall be issued by the Company  for those  shares
acquired  pursuant to the  exercise of an  Incentive  Stock Option and for those
shares acquired pursuant to the exercise of any Option which does not constitute
an Incentive Stock Option.
<PAGE>

VI. Option Price

     The purchase price of Stock issued under each Option shall be determined by
the Committee, but in the case of an Incentive Stock Option, such purchase price
shall not be less than the fair market  value of Stock  subject to the Option on
the date the Option is granted.

VII. Term of Plan

     The Plan shall be  effective  upon the date of its  adoption  by the Board,
provided the Plan is approved by the  shareholders  of the Company within twelve
months thereafter.  Notwithstanding  any provision in this Plan or in any Option
Agreement,  no Option shall be exercisable  prior to such shareholder  approval.
Except with respect to Options then outstanding,  if not sooner terminated under
the  provisions of Paragraph   IX, the Plan shall  terminate upon and no further
Options shall be granted after the  expiration of ten years from the date of its
adoption by the Board.

VIII. 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.

     (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.
<PAGE>

     If (i)  the  Company  shall  not be the  surviving  entity  in any  merger,
consolidation  or other  reorganization  (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 all or substantially all of its assets to any
other person or entity  (other than a  wholly-owned  subsidiary of the Company),
(iii) the Company is to be dissolved and liquidated,  (iv) any person or entity,
including  a  "group"  as  contemplated  by  Section  13(d)(3)  of the 1934 Act,
acquires or gains ownership or control (including,  without limitation, power to
vote) of more than 40% of the outstanding  shares of the Company's  voting stock
(based  upon  voting  power),  or (v) as a  result  of or in  connection  with a
contested  election of directors,  the persons who were directors of the Company
before such  election  shall cease to  constitute  a majority of the Board (each
such event is referred to herein as a  "Corporate  Change"),  then no later than
(a) ten days  after the  approval  by the  shareholders  of the  Company of such
merger,  consolidation,  reorganization,  sale,  lease or  exchange of assets or
dissolution  or such  election of directors or (b) thirty days after a change of
control of the type described in Clause (iv), the Committee,  acting in its sole
discretion without the consent or approval of any Optionee,  shall act to effect
one or more of the  following  alternatives,  which  may vary  among  individual
Optionees and which may vary among Options held by any individual Optionee:  (1)
accelerate the time at which Options then  outstanding  may be exercised so that
such Options may be exercised in full for a limited  period of time on or before
a specified date (before or after such Corporate Change) fixed by the Committee,
after which specified date all  unexercised  Options and all rights of Optionees
thereunder shall terminate,  (2) require the mandatory  surrender to the Company
by selected  Optionees  of some or all of the  outstanding  Options held by such
Optionees  (irrespective of whether such Options are then exercisable  under the
provisions  of the Plan) as of a date,  before or after such  Corporate  Change,
specified by the Committee,  in which event the Committee shall thereupon cancel
such  Options and the Company  shall pay to each  Optionee an amount of cash per
share equal to the excess,  if any, of the amount calculated in Subparagraph (d)
below (the "Change of Control  Value") of the shares subject to such Option over
the  exercise  price(s)  under  such  Options  for such  shares,  (3) make  such
adjustments to Options then  outstanding as the Committee  deems  appropriate to
reflect  such  Corporate  Change  (provided,  however,  that the  Committee  may
determine in its sole discretion that no adjustment is necessary to Options then
outstanding)  or (4)  provide  that  thereafter  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 then covered by such Option the
number and class of shares of stock or other securities or property  (including,
without  limitation,  cash) to which  the  Optionee  would  have  been  entitled
pursuant  to the terms of the  agreement  of  merger,  consolidation  or sale of
assets and dissolution if,  immediately  prior to such merger,  consolidation or
sale of assets and dissolution the Optionee had been the holder of record of the
number of shares of Stock then covered by such Option.
<PAGE>

     (d) For the purposes of clause (2) in Subparagraph  (c) above,  the "Change
of Control  Value"  shall equal the amount  determined  in clause  (i),  (ii) or
(iii),  whichever is applicable,  as follows: (i) the per share price offered to
shareholders of the Company in any such merger,  consolidation,  reorganization,
sale of assets or dissolution  transaction,  (ii) the price per share offered to
shareholders  of the  Company in any tender  offer or exchange  offer  whereby a
Corporate  Change takes place,  or (iii) if such  Corporate  Change occurs other
than pursuant to a tender or exchange offer,  the fair market value per share of
the  shares  into which such  Options  being  surrendered  are  exercisable,  as
determined by the Committee as of the date determined by the Committee to be the
date of  cancellation  and  surrender  of such  Options.  In the event  that the
consideration  offered  to  shareholders  of  the  Company  in  any  transaction
described  in this  Subparagraph  (d) or  Subparagraph  (c)  above  consists  of
anything other than cash, the Committee shall determine the fair cash equivalent
of the portion of the consideration offered which is other than cash.

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

     (f) 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.

IX. 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 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 (i) the Board may not make any alteration
or  amendment  which  would  decrease  any  authority  granted to the  Committee
hereunder  in  contravention  of Rule  16b-3 and (ii) 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,  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.

X. 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
and such other state and federal laws,  rules or  regulations  as the Company or
the  Committee  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 1934 Act meet all of the  requirements  of
Rule 16b-3. 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>
                       NONSTATUTORY STOCK OPTION AGREEMENT


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

     To carry out the  purposes of the  SEAGULL  ENERGY  CORPORATION  1993 STOCK
OPTION PLAN (the  "Plan"),  by affording  Employee 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 Employee hereby agree as follows:

     1. Grant of Option.  The Company hereby  irrevocably grants to Employee 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
(the "Code").

     2. Purchase Price.  The purchase price of Stock  purchased  pursuant to the
exercise of this Option  shall be $_______  per share.  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 Corporate
Secretary,  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>

     Notwithstanding  anything in this agreement to the contrary,  the Committee
appointed by the Board of Directors to the Company to  administer  the Plan (the
"Committee") in its sole discretion may waive the foregoing  schedule of vesting
and permit Employee to exercise the Option in such amount or amounts and at such
time or times as the Committee shall determine.
<PAGE>

     This Option is not  transferable by Employee  otherwise than by will or the
laws of descent and  distribution,  and may be exercised only by Employee during
Employee's  lifetime  and while  Employee  remains an employee  of the  Company,
except that:

          (a) If Employee's  employment with the Company terminates for cause or
     voluntarily  by Employee  (other than by reason of normal  retirement at or
     after age  sixty-five)  without the written  consent of the  Company,  this
     Option shall immediately terminate and shall no longer be exercisable.  For
     purposes of this Agreement,  "cause" shall mean Employee's gross negligence
     or  willful   misconduct  in   performance  of  the  duties  of  Employee's
     employment,  or Employee's final conviction of a felony or of a misdemeanor
     involving moral turpitude.

          (b) If  Employee's  employment  with the  Company  terminates  for any
     reason other than death or as  described  in (a) above,  this Option may be
     exercised  by  Employee  at any time  during  the  period  of three  months
     following  such  termination,  or by  Employee'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  Employee)  during a period of one year
     following Employee's death if Employee dies during such three-month period,
     but in each case only as to the number of shares  Employee  was entitled to
     purchase  hereunder  as of the date  Employee's  employment  so  terminates
     unless  such  termination  was by reason of  retirement  (including  normal
     retirement at or after age  sixty-five or early  retirement  with the prior
     written consent of the Company) or total and permanent disability in either
     which case this Option shall be exercisable in full.

          (c) If Employee  dies while in the employ of the  Company,  Employee'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 Employee,
     may exercise  this Option in full at any time during the period of one year
     following the date of Employee's death.

     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, Employee 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 Employee, Employee (or the person permitted to exercise
this Option in the event of  Employee'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 Employee for federal or state  income tax  purposes,
Employee  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.  Employee may
elect with  respect to this  Option to  surrender  or  authorize  the Company to
withhold  shares of Stock  (valued  at their  fair  market  value on the date of
surrender or withholding of such shares) in satisfaction of any such withholding
obligation (a "Stock Surrender Withholding Election"); provided, however, that:

          (a) Any Stock Surrender  Withholding Election shall be made by written
     notice to the Company and thereafter shall be irrevocable by Employee;

          (b) Any Stock  Surrender  Withholding  Election  shall be  subject  to
     disapproval by the Committee at any time;

          (c) Any Stock  Surrender  Withholding  Election shall be made prior to
     the date  Employee  recognizes  income with respect to the exercise of this
     Option (the "Tax Date"); and

          (d) If Employee is an "officer" of the Company or other person subject
     to section 16(b) of the Securities Exchange Act of 1934, as amended, or any
     successor law and wishes to make a Stock  Surrender  Withholding  Election,
     such person shall make any Stock Surrender Withholding Election:

               (i) more than six months  after the date of grant of this Option,
          except that this  limitation  shall not apply in the event of death or
          disability  of  Employee  prior  to the  expiration  of the  six-month
          period; and

               (ii)  either at least six months  prior to the Tax Date or during
          the period  beginning on the third  business day following the date of
          release for  publication of the Company's  summary  statement of sales
          and  earnings  for a quarter or fiscal  year and ending on the twelfth
          business day following such date.

       (e) When the Tax Date  falls  after the  exercise  of this  Option and
     Employee makes a Stock Surrender Withholding  Election,  the full number of
     shares of Stock for which this Option is being  exercised  shall be issued,
     but Employee shall be  unconditionally  obligated to deliver to the Company
     on the Tax Date a number of shares of Stock having a value equal to any tax
     required to be withheld.

     If  Employee  fails  to  deliver  such  money  or  make a  Stock  Surrender
Withholding  Election  pursuant to this Paragraph,  the Company is authorized to
withhold  from any cash or Stock  remuneration  then or  thereafter  payable  to
Employee any tax required to be withheld.
<PAGE>

     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 its best 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,  Employee (or the person permitted
to exercise  this Option in the event of  Employee'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.

     Employee  agrees  that the shares of Stock  which  Employee  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  securities  laws,  whether
federal or state.  Employee also agrees (i) that the  certificates  representing
the shares of Stock  purchased under this Option may bear such legend or legends
as the Committee 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. Employment Relationship.  For purposes of this Agreement, Employee shall
be considered to be in the employment of the Company as long as Employee remains
an  employee  of either the  Company,  a parent or  subsidiary  corporation  (as
defined in  section   424 of the Code) of the  Company,  or a  corporation  or a
parent or subsidiary of such  corporation  assuming or substituting a new option
for  this  Option.  Any  question  as to  whether  and  when  there  has  been a
termination  of such  employment,  and the cause of such  termination,  shall be
determined by the Committee, and its determination shall be final.

     7. 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
Employee.

     8.  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 Employee has executed
this Agreement, all as of the day and year first above written.


SEAGULL ENERGY CORPORATION



 
By: ______________________________________



    ______________________________________
                   Employee
<PAGE>

                                  AMENDMENT TO
                            STOCK OPTION AGREEMENT(S)


     WHEREAS,  SEAGULL ENERGY CORPORATION (the "Company") has previously adopted
the SEAGULL  ENERGY  CORPORATION  1981 STOCK  OPTION  PLAN,  the SEAGULL  ENERGY
CORPORATION  1981 STOCK OPTION PLAN (RESTATED),  the SEAGULL ENERGY  CORPORATION
1983 STOCK OPTION PLAN,  the SEAGULL ENERGY  CORPORATION  1983 STOCK OPTION PLAN
(RESTATED),  the SEAGULL ENERGY  CORPORATION 1986 STOCK OPTION PLAN, the SEAGULL
ENERGY  CORPORATION  1986 STOCK  OPTION  PLAN  (RESTATED),  the  SEAGULL  ENERGY
CORPORATION 1990 STOCK OPTION PLAN and the SEAGULL ENERGY CORPORATION 1993 STOCK
OPTION PLAN (collectively, the "Option Plans"); and

     WHEREAS,  certain  nonstatutory  stock options ("NSOs") and incentive stock
options (collectively,  "Options") have heretofore been granted to the optionee,
an employee of the Company other than an individual subject to Section 16 of the
Securities Exchange Act of 1934, as amended (the "Employee"), that are currently
outstanding  under the Option  Plans,  each of such Options  being listed on the
schedule attached hereto and evidenced by a Nonstatutory  Stock Option Agreement
or an Incentive Stock Option Agreement (collectively, the "Agreements"); and

     WHEREAS,  the Employee's  employment with the Company will be terminated as
the result of the Company's workforce  reduction,  geographic  consolidation and
segment  disposition  announced  April 4, 1995, and the Company desires to amend
the Agreements in certain respects;

     NOW, THEREFORE, the Agreements shall be amended as follows, effective as of
_______________ (Employee's employment termination date):

     1. The vesting schedule contained in the Agreements shall be waived and all
Options outstanding under such Agreements shall be exercisable in full.

     2.  Notwithstanding  any provision in the Agreements to the contrary,  with
respect  to any NSOs (or  portions  thereof)  that  were  exercisable  under the
Agreements as of _______________ (day before Employee's  employment  termination
date)("Vested  NSOs"),  such Vested NSOs shall continue to be exercisable by the
Employee,  his estate or the person who acquires such Vested NSOs by will or the
laws of descent and distribution, at any time on or before December 31, 1996.

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

     IN WITNESS  WHEREOF,  the  Company  has caused  this  amendment  to be duly
executed by one of its officers thereunto duly authorized,  and the Employee has
executed this amendment, effective as of ________________ (Employee's employment
termination date).

SEAGULL ENERGY CORPORATION


By _______________________________________
  

   _______________________________________
                  Employee
<PAGE>

EMPLOYEE NAME:  ___________________________________



    DATES OF STOCK              TYPE OF
   OPTION AGREEMENTS:           OPTION:                 OPTION PLAN:



_________________________  ___________________       ___________________


_________________________  ___________________       ___________________


_________________________  ___________________       ___________________


_________________________  ___________________       ___________________


_________________________  ___________________       ___________________

<PAGE>

                                  AMENDMENT TO

                            STOCK OPTION AGREEMENT(S)



     WHEREAS,  SEAGULL ENERGY CORPORATION (the "Company") has previously adopted
the SEAGULL  ENERGY  CORPORATION  1981 STOCK  OPTION  PLAN,  the SEAGULL  ENERGY
CORPORATION  1981 STOCK OPTION PLAN (RESTATED),  the SEAGULL ENERGY  CORPORATION
1983 STOCK OPTION PLAN,  the SEAGULL ENERGY  CORPORATION  1983 STOCK OPTION PLAN
(RESTATED),  the SEAGULL ENERGY  CORPORATION 1986 STOCK OPTION PLAN, the SEAGULL
ENERGY  CORPORATION  1986 STOCK  OPTION  PLAN  (RESTATED),  the  SEAGULL  ENERGY
CORPORATION  1990 STOCK OPTION PLAN, the SEAGULL ENERGY  CORPORATION  1993 STOCK
OPTION  PLAN  and  the  SEAGULL  ENERGY  CORPORATION  1995  OMNIBUS  STOCK  PLAN
(collectively, the "Option Plans"); and

     WHEREAS,  certain  nonstatutory  stock options and incentive  stock options
(collectively,  "Options")  have  heretofore  been  granted to the  optionee,  a
full-time  active employee of the Company (the  "Employee"),  that are currently
outstanding  under the Option  Plans,  each of such Options  being listed on the
schedule attached hereto and evidenced by a Nonstatutory  Stock Option Agreement
or an Incentive Stock Option Agreement (collectively, the "Agreements"); and

     WHEREAS, the Employee's  employment with the Company has been terminated in
connection with the consummation of the merger contemplated by the Agreement and
Plan of Merger by and among Seagull Energy  Corporation,  GNR Merger Corporation
and Global  Natural  Resources  Inc.  dated as of July 22, 1996, and the Company
desires to amend the Agreements in certain respects;

     NOW, THEREFORE, the Agreements shall be amended as follows, effective as of
_______________ (Employee's employment termination date):

     1. The vesting schedule contained in the Agreements shall be waived and all
Options outstanding under
such Agreements shall be exercisable in full.

     2.  Notwithstanding  any provision in the  Agreements to the contrary,  all
Options shall  continue to be  exercisable  by the  Employee,  his estate or the
person  who  acquires   such  Options  by  will  or  the  laws  of  descent  and
distribution,  at any time on or before  the  first  anniversary  of  Employee's
employment termination date.

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

     IN WITNESS  WHEREOF,  the  Company  has caused  this  amendment  to be duly
executed by one of its officers thereunto duly authorized,  and the Employee has
executed this amendment, effective as of ________________ (Employee's employment
termination date).

                                             SEAGULL ENERGY CORPORATION



                                             By ________________________




                                                ________________________
                                                        Employee
<PAGE>
EMPLOYEE NAME:  ___________________________________



    DATES OF STOCK             TYPE OF
  OPTION AGREEMENTS:           OPTION:                  OPTION PLAN:



_________________________  ___________________       ___________________


_________________________  ___________________       ___________________


_________________________  ___________________       ___________________


_________________________  ___________________       ___________________


_________________________  ___________________       ___________________