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                                                                   EXHIBIT 10.9



                                THIRD AMENDMENT
                                       TO
                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                                    BETWEEN
                              MARINER ENERGY, INC.
                                      AND
                               WILLIAM HUNT HODGE


         THIS THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(this "Third Amendment") is made and entered into by and between MARINER
ENERGY, INC. (the "Company") and WILLIAM HUNT HODGE ("Employee").

                             W I T N E S S E T H :

         WHEREAS, (i) the Company and Employee entered into that certain
Amended and Restated Employment Agreement dated effective as of June 27, 1996
(the "Original Employment Agreement"), and (ii) the Original Employment
Agreement was amended pursuant to (A) that certain First Amendment to Amended
and Restated Employment Agreement executed as of March 18, 1997 (the "First
Amendment"), by and between the Company and Employee, and (B) that certain
Second Amendment to Amended and Restated Employment Agreement effective as of
January 1, 1998 (the "Second Amendment"), by and between the Company and
Employee (the Original Employment Agreement as amended by the First Amendment
and the Second Amendment is referred to herein as the "Employment Agreement");
and

         WHEREAS, the Company and Employee desire to further amend the
Employment Agreement as hereinafter provided;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:

         1.    Paragraph 2 of the Employment Agreement is hereby amended to read
in its entirety as follows:

               "2.      Term.

                  The term of employment shall be for a term of four and
                  one-half (4 1/2) years beginning on the Effective Date,
                  subject, however, to the provisions of paragraph 3."

         2.    The Employment Agreement is hereby amended to add a new paragraph
9.8 which reads in its entirety as follows:


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         "9.8     Substitution of Other Incentive Compensation.

         9.8.1    Notwithstanding anything contained herein to the contrary,
                  but subject to the provisions of this paragraph 9.8, if:

                  (a)      the Board of Directors of the Company approves an
                           incentive compensation program providing for annual
                           incentive compensation and long-term, equity-based
                           incentive compensation (through, for example and not
                           for purposes of limitation, the use of stock
                           options) (the "New Program"), and

                  (b)      a majority of the "Executives" (as defined in
                           paragraph 9.8.3) have each entered into one or more
                           written agreements with the Company (including, but
                           not limited to, a written amendment to and/or
                           restatement of an existing written employment
                           agreement) (such agreements entered into by such
                           majority of the Executives being collectively
                           referred to herein as the "Executive Amendments")
                           providing for:

                           (i)      such Executive's participation in the New
                                    Program; and

                           (ii)     termination of such Executive's future
                                    participation in incentive compensation in
                                    the form of assignments of overriding oil
                                    and gas royalty interests ("ORRI Incentive
                                    Compensation"), and

                  (c)      the Company has offered Employee the opportunity to
                           participate in the New Program on a basis at least
                           as favorable as the most favorable participation
                           provided to other participants in the New Program
                           who are or were in the same position within the same
                           grade level as Employee at any time during the
                           period beginning 90 days before the "Triggering
                           Date" (as hereinafter defined) and ending on the
                           date Employee and the Company enter into the
                           "Amendment" (as hereinafter defined) (participation
                           in the New Program that is offered to Employee and
                           satisfies the terms of this clause (c) is referred
                           to herein as "Qualifying Participation");

                  then Employee and the Company shall enter into a written
                  amendment to this Agreement (the "Amendment") which:

                  (x)      shall provide for Employee's participation in the
                           New Program on a basis no less favorable than the
                           Qualifying Participation;

                  (y)      shall provide for the termination of Employee's
                           participation in the incentive compensation program
                           described in this paragraph 9 for periods after a
                           date (the "Termination Date") that is no earlier
                           than the latest date (the "Triggering Date") on
                           which any of the Executives terminated his
                           participation in ORRI Incentive Compensation under
                           the Executive Amendments; and


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                  (z)      except as otherwise provided in clauses (x) and (y)
                           of this sentence, shall otherwise be in
                           substantially the same form, and contain
                           substantially the same terms and conditions, as the
                           Executive Amendments.

         9.8.2    For purposes of clause (y) of paragraph 9.8.1, the Company
                  and Employee acknowledge and agree that under the Amendment,
                  (i) Employee will be entitled under this paragraph 9 to
                  receive an Overriding Royalty Interest equal to an undivided
                  percentage (as specified in paragraph 9.2.1 of this
                  Agreement) of the Company's Working Interest in each well on
                  any Prospect acquired, or deemed to have been acquired under
                  this paragraph 9, by the Company on or before the Termination
                  Date, and the lease or leases allocated thereto
                  (collectively, the "Earned ORIs"), (ii) Employee will not be
                  entitled to receive any Overriding Royalty Interest or other
                  interest in or benefits with respect to any Prospect or
                  Prospects acquired, or deemed to have been acquired under
                  this paragraph 9, by the Company after the Termination Date,
                  or in the lease or leases allocated thereto, and (iii) the
                  provisions of this Agreement that state they survive, by
                  their terms survive, or are otherwise designed to survive the
                  Termination Date and/or the termination of Employee's
                  participation in the incentive compensation program described
                  in this paragraph 9, and the respective rights and
                  obligations of the Company and Employee under such provisions
                  with respect to the Existing ORIs in the Existing Prospects
                  and the Earned ORIs, shall survive the Termination Date
                  and/or such termination of Employee's participation in the
                  incentive compensation program described in this paragraph 9
                  for the period or periods provided for in this Agreement.

         9.8.3    For purposes of this paragraph 9.8, the term "Executives"
                  means the following employees of the Company: Robert E.
                  Henderson, Richard R. Clark, Michael W. Strickler and Frank
                  A. Pici; provided, however, that the term "Executives" shall
                  not include any such individual to the extent he is no longer
                  an employee of the Company at the time the Company has
                  offered Qualifying Participation to Employee; provided
                  further, however, that if all of such individuals have ceased
                  to be an employee of the Company prior to the time the
                  Company has offered Qualifying Participation to Employee,
                  then Employee shall have no obligation whatsoever (whether
                  under this Paragraph 9.8 or otherwise) to enter into the
                  Amendment.

         9.8.4    For purposes of clause (b) of paragraph 9.8.1, the phrase "a
                  majority of the Executives" shall have the following meaning,
                  as applicable:

                  (a)      if there are four (4) Executives employed by the
                           Company at the time the Company offers Qualifying
                           Participation to Employee, the phrase "a majority of
                           the Executives" shall mean three (3) of the
                           Executives;

                  (b)      if there are three (3) Executives employed by the
                           Company at the time the Company offers Qualifying
                           Participation to Employee, the phrase "a majority of
                           the Executives" shall mean two (2) of the
                           Executives;


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                  (c)      if there are two (2) Executives employed by the
                           Company at the time the Company offers Qualifying
                           Participation to Employee, the phrase "a majority of
                           the Executives" shall mean all of the Executives;
                           and

                  (d)      if there is one (1) Executive employed by the
                           Company at the time the Company offers Qualifying
                           Participation to Employee, the phrase "a majority of
                           the Executives" shall mean such Executive."

3.       All references to "this Agreement" contained in the Employment
         Agreement shall be deemed to be a reference to the Employment
         Agreement, as amended by this Third Amendment.

4.       This Third Amendment is made and will be performed under, and shall be
         governed by and construed in accordance with, the law of the State of
         Texas.

5.       Except as amended by this Third Amendment, the Employment Agreement
         shall remain in full force and effect.

6.       This Third Amendment may be executed in one or more counterparts, and
         by the different parties hereto in separate counterparts, each of
         which when executed shall be deemed to be an original but all of which
         shall constitute one and the same agreement.

        IN WITNESS WHEREOF, the Company and Employee have executed this Third
Amendment to be effective as December 27, 1998.


Acknowledged by:                             MARINER ENERGY, INC.



/s/ Christopher E. Lindsey                   By: /s/ Robert E. Henderson
---------------------------------                ------------------------------
     Christopher E. Lindsey                            Robert E. Henderson
       Chief Legal Counsel                                 President and
                                                     Chief Executive Officer

                                                                      "COMPANY"

                                                 /s/ William Hunt Hodge
                                                 ------------------------------
                                                       William Hunt Hodge

                                                                     "EMPLOYEE"


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