EXHIBIT 10.2

            FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT,
                        RESIGNATION OF COLLATERAL AGENT,
                 AND APPOINTMENT OF SUBSTITUTE COLLATERAL AGENT


         This  First  Amendment  to  Amended  and  Restated  Credit   Agreement,
Resignation of Collateral  Agent and Appointment of Substitute  Collateral Agent
(this  "Amendment")  is dated as of May 29,  1997,  by and among  MAGNUM  HUNTER
RESOURCES, INC., a Nevada corporation (the "Borrower"), each Bank (as defined in
the Credit  Agreement),  BANKERS TRUST COMPANY,  individually (in its individual
capacity,  "Bankers Trust"), as administrative agent (in such capacity, together
with its successors in such capacity,  the  "Administrative  Agent"),  and as an
issuing bank (in such  capacity,  together with its successors in such capacity,
an "Issuing  Bank"),  BANQUE  PARIBAS,  a French bank acting through its Houston
Agency,  individually  (in its individual  capacity,  "Paribas"),  as substitute
collateral  agent  (effective  upon  the  execution  of this  Amendment  and the
simultaneous  resignation by First Union as collateral agent) (in such capacity,
together  with its  successors  in such  capacity,  the  "Substitute  Collateral
Agent"),  and as  documentation  agent  (in  such  capacity,  together  with its
successors  in such  capacity,  the  "Documentation  Agent"),  and  FIRST  UNION
NATIONAL BANK OF NORTH CAROLINA,  a national banking  association,  individually
(in its individual  capacity,  "First Union"),  as collateral  agent (until such
time as its resignation  becomes effective with the execution of this Amendment)
(in such capacity,  the "Resigning  Collateral Agent"), and as syndication agent
(until such time as its resignation becomes effective with the execution of this
Amendment) (in such capacity, the "Resigning Syndication Agent").

                                R E C I T A L S:

         WHEREAS,  the  Borrower,  each  Bank,  the  Administrative  Agent,  the
Documentation   Agent,   the  Resigning   Collateral  Agent  and  the  Resigning
Syndication  Agent,  have entered into that certain  Amended and Restated Credit
Agreement dated as of April 30, 1997 (as amended, modified, or supplemented from
time to time, the "Credit  Agreement"),  pursuant to which the Banks have agreed
to make  revolving  credit loans  available to the Borrower  under the terms and
provisions stated therein; and

         WHEREAS,  the Borrower has  requested the Banks and the Agents to amend
certain  provisions  of the  Credit  Agreement  to permit  the  issuance  by the
Borrower of up to $140,000,000  of senior  unsecured debt, the proceeds of which
will be used to repay  the  Bridge  Loan in full and to repay a  portion  of the
outstanding Loans under the Credit Agreement; and

         WHEREAS,  simultaneously  with  the  execution  and  delivery  of  this
Amendment,  (a) First Union is resigning as Collateral  Agent and as Syndication
Agent  under  the  Credit  Agreement,  (b) the  Banks are  electing  Paribas  as
Collateral Agent and (c) First Union is agreeing to execute


FIRST AMENDMENT TO CREDIT AGREEMENT - Page 1

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          and  deliver one or more assignments of liens in favor of Paribas,  as
Collateral Agent for the Banks and the Bridge Lenders; and

         WHEREAS, the Banks  and  the  Agents  are  willing  to amend the Credit
Agreement as hereinafter provided; and

         WHEREAS, the Borrower, the Banks and the Agents now desire to amend the
Credit Agreement as herein set forth.

         NOW,  THEREFORE,  in consideration of the premises herein contained and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

         Section 1.1 Definitions.  Capitalized terms used in this Amendment,  to
the extent not otherwise  defined herein,  shall have the same meaning as in the
Credit Agreement, as amended hereby.

                                   ARTICLE II

                                   Amendments

         Section  2.1  Amendments  to  Section  1.1.  Section  1.1 of the Credit
Agreement is amended as follows:

     (a) The definitions of "L/C Application" and "Subordinated Debt" are hereby
deleted in their entirety.

     (b) The following definitions are hereby added to Section 1.1 of the Credit
Agreement:

                           "'Indenture' means that certain Indenture dated as of
                  May  29,  1997,  executed  by  and  among  the  Borrower,  the
                  Guarantors and First Union National Bank of North Carolina, as
                  trustee."

                           "'Senior  Unsecured Debt' means up to $140,000,000 of
                  senior  unsecured Debt issued by the Borrower  pursuant to the
                  terms of the Indenture upon the terms and conditions set forth
                  therein,  the  proceeds  of which  shall be used to repay  the
                  Bridge Loan in full and to repay outstanding Loans hereunder."

     (c) The  definition of "Change in Control" is hereby  amended by adding the
following language after the word "mean":


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     "either (i) a change of control as defined in the Indenture or (ii)"

         Section 2.2 Amendment to Section 2.8. The third sentence of Section 2.8
of the Credit  Agreement  is hereby  amended  and  restated  in its  entirety as
follows:

                           "Upon the  issuance  by the  Borrower  of the  Senior
                  Unsecured  Debt,  the  Borrowing  Base  shall  be  permanently
                  reduced to $60,000,000;  in the case of any other issuances of
                  Debt  by  the   Borrower,   the   Borrowing   Base   shall  be
                  redetermined, in the sole discretion of the Majority Banks, as
                  provided herein."

     Section 2.3 Amendment to Section 3.1.  Section 3.1 of the Credit  Agreement
is hereby ------------------------ amended as follows:

     (a) The  parenthetical  in the second sentence of Section 3.1 of the Credit
Agreement is hereby deleted in its entirety.

     (b) The third  sentence  of Section 3.1 of the Credit  Agreement  is hereby
deleted in its entirety.

         Section 2.4  Amendment to Section  3.3. The second  sentence of Section
3.3 of the Credit  Agreement  is hereby  amended and restated in its entirety as
follows:

                           "Such  Issuing  Bank  shall  notify  each Bank of its
                  receipt  of such  notice  and of the face  amount of Letter of
                  Credit  being  requested on the day such notice is received by
                  such Issuing  Bank,  if received by 12:00 P.M.  New York,  New
                  York  time on a  Business  Day,  and,  otherwise,  on the next
                  succeeding Business Day."

         Section  2.5  Amendments  to  Section  3.5.  Section  3.5 of the Credit
Agreement is hereby amended and restated in its entirety as follows:

                           "Section  3.5  Letter of Credit  Fees.  The  Borrower
                  shall pay to the  Administrative  Agent for the account of the
                  Banks (to be shared ratably) a nonrefundable  Letter of Credit
                  fee, payable  quarterly in arrears,  in an amount equal to the
                  greater of (i) 1% per annum of the face  amount of such Letter
                  of Credit,  for the period  during which such Letter of Credit
                  remains  outstanding,  based on a 360 day year and the  actual
                  number of days elapsed,  or (ii) $350.  The Borrower shall pay
                  to the Issuing Bank for its own account a nonrefundable Letter
                  of Credit fee,  payable  quarterly  in  arrears,  in an amount
                  equal to 0.125% per annum of the face amount of such Letter of
                  Credit,  for the period  during  which  such  Letter of Credit
                  remains  outstanding,  based on a 360 day year and the  actual
                  number of days elapsed. In addition to the foregoing fees, the
                  Borrower  shall pay or reimburse the  applicable  Issuing Bank
                  for such  normal  and  customary  costs  and  expenses  as are
                  incurred or charged by such Issuing Bank in issuing, effecting
                  payment   under,    transferring,    amending   or   otherwise
                  administering any Letter of Credit."


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     Section 2.6 Amendment to Section 3.7.  Subsection (a) of Section 3.7 of the
Credit Agreement is hereby amended by deleting the words "at negotiation."

     Section 2.7  Amendment  to Section  4.5. The  following  subsection  (f) is
hereby added to Section 4.5 of the Credit Agreement:

                           "(f) If the Senior  Unsecured  Debt shall at any time
                  become  due and  payable  prior to its  stated  maturity  as a
                  result  of a Change in  Control,  then,  at the  option of the
                  Required  Banks,  the  Commitments  shall be cancelled and the
                  Borrower shall  immediately  prepay the  outstanding  Loans in
                  full,  together  with  accrued  interest  to the  date of such
                  prepayment."

     Section 2.8 Amendment to Section  10.10.  The following  language is hereby
added at the end of Section 10.10 of the Credit Agreement:

                  "or a prepayment of the Senior  Unsecured Debt  required under
                  the Indenture pursuant to a Change in Control."

     Section 2.9 Amendment to Section 14.1. Section 14.1 of the Credit Agreement
is hereby amended by deleting all references to  "Administrative  Agent" therein
and substituting instead the words "Documentation Agent".

     Section 2.10  References  to  Subordinated  Debt.  The Credit  Agreement is
hereby  amended by deleting all  references to  "Subordinated  Debt" therein and
substituting instead the words "Senior Unsecured Debt".

     Section 2.11  Amendment to Exhibit C. Exhibit C to the Credit  Agreement is
hereby  amended  and  restated  in its  entirety as set forth on Annex I to this
Amendment.

     Section 2.12  Resignation  and Appointment of Collateral  Agent.  Effective
simultaneously  with the execution of this  Amendment,  in  accordance  with the
provisions  of Section  13.9 of the Credit  Agreement,  (a) First  Union  hereby
resigns as collateral  agent and syndication  agent under the Credit  Agreement,
(b) the other Agents, the Banks and the Issuing Bank hereby irrevocably  appoint
and authorize  Paribas to act as the Collateral Agent under the Credit Agreement
and each of the other Loan Documents,  (c) Paribas  consents to such appointment
and agrees to perform the duties of the  Collateral  Agent as  specified  in the
Credit  Agreement,  and (d) First Union hereby agrees to execute and deliver any
and all documents and instruments necessary to effect the appointment of Paribas
as  Collateral  Agent,   including  without  limitation  UCC-3  assignments  and
amendments  to or  assignments  of Security  Documents  related to the Mortgaged
Properties.

     Section   2.13   Application   of  Proceeds  of  Senior   Unsecured   Debt.
Notwithstanding anything contained in Section 4.7 of the Credit Agreement to the
contrary,  the Borrower  and each of the Banks and the Agents  hereby agree that
the proceeds of the Senior  Unsecured Debt shall be applied first,  to repay the
Bridge Loan in full, second, to repay in full the outstanding Loans


FIRST AMENDMENT TO CREDIT AGREEMENT - Page 4

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owing by the  Borrower to First Union,  and third,  to repay  outstanding  Loans
under the Credit Agreement owing by the Borrower to Paribas and Bankers Trust.

     Section  2.14  First  Union No Longer a Bank.  Effective  immediately  upon
repayment in full of the  outstanding  Loans owing to First  Union,  First Union
shall no longer be a Bank under the Credit  Agreement,  and First  Union  hereby
agrees to  immediately  deliver the  original  Note  executed by the Borrower in
favor of First Union (marked paid in full) to the Administrative Agent.

     Section  2.15  Modified   Commitments.   Effective   immediately  upon  the
application  of the proceeds of the Senior  Unsecured  Debt in  accordance  with
Section 2.13 hereof, the Commitments listed on the signature pages to the Credit
Agreement are hereby deleted,  and the new Commitments  shall be as set forth on
the  signature  pages to this  Amendment.  In connection  therewith,  all of the
parties to this Amendment hereby acknowledge that, upon repayment in full of the
Loans owing to First Union,  First Union shall no longer have a Commitment under
the Credit Agreement, and its Commitment shall be deemed to be cancelled.

     Section 2.16 New Notes.  Effective  immediately upon the application of the
proceeds of the Senior  Unsecured  Debt and the repayment in full of Loans owing
to First  Union,  the Borrower  shall  execute new Notes in favor of Paribas and
Bankers Trust, in the principal amount of each such Bank's modified Commitment.


                                   ARTICLE III

                                  Miscellaneous

     Section  3.1  Ratifications,  Representations  and  Warranties.  Except  as
expressly modified and superseded by this Amendment, the terms and provisions of
the Credit Agreement and the other Loan Documents are ratified and confirmed and
shall  continue in full force and effect.  The  representations  and  warranties
contained  herein and in all other Loan Documents,  as amended hereby,  shall be
true and correct as of, and as if made on, the date hereof.  The  Borrower,  the
Banks and the Agents  agree that the Credit  Agreement  as amended  hereby shall
continue to be legal,  valid,  binding and  enforceable  in accordance  with its
terms.

     Section 3.2 Reference to the Credit Agreement.  Each of the Loan Documents,
including the Credit  Agreement and any and all other  agreements,  documents or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit  Agreement as amended hereby,  are hereby
amended so that any  reference in such Loan  Documents  to the Credit  Agreement
shall mean a reference to the Credit Agreement as amended hereby.

     Section 3.3 Expenses. The Borrower agrees to pay on demand all expenses set
forth in Section 14.1 of the Credit Agreement.



FIRST AMENDMENT TO CREDIT AGREEMENT - Page 5

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     Section 3.4 Severability. Any provisions of this Amendment held by court of
competent  jurisdiction  to be  invalid  or  unenforceable  shall not  impair or
invalidate  the  remainder of this  Amendment  and the effect  thereof  shall be
confined to the provisions so held to be invalid or unenforceable.

     Section 3.5  Applicable  Law. This  Amendment and all other Loan  Documents
executed  pursuant  hereto shall be governed by and construed in accordance with
the laws of the State of New York.

     Section 3.6  Successors  and  Assigns.  This  Amendment is binding upon and
shall enure to the benefit of the Banks,  the Agents and the  Borrower and their
respective successors and assigns.

     Section 3.7  Counterparts.  This  Amendment  may be executed in one or more
counterparts,  each of which when so executed  shall be deemed to be an original
but all of  which  when  taken  together  shall  constitute  one  and  the  same
instrument.

     Section 3.8 Headings. The headings, captions, and arrangements used in this
Amendment are for convenience  only and shall not affect the  interpretation  of
this Amendment.

     Section 3.9 NO ORAL AGREEMENTS.  THIS AMENDMENT AND ALL OTHER  INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR,  CONTEMPORANEOUS  OR SUBSEQUENT ORAL  AGREEMENTS  BETWEEN THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.








                [Balance of this page intentionally left blank.]


FIRST AMENDMENT TO CREDIT AGREEMENT - Page 6

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         EXECUTED as of the day and year first above written.



BORROWER:

MAGNUM HUNTER RESOURCES, INC.


By:
     David S. Krueger
     Vice President and Chief Accounting Officer


ADMINISTRATIVE AGENT:

BANKERS TRUST COMPANY



By
     Name:
     Title:




FIRST AMENDMENT TO CREDIT AGREEMENT - Page 7

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DOCUMENTATION AGENT
AND SUBSTITUTE COLLATERAL AGENT:

BANQUE PARIBAS



By:
     Barton D. Schouest
     Group Vice President

                            - and -



By:
     Michael H. Fiuzat
     Assistant Vice President

RESIGNING COLLATERAL AGENT
AND RESIGNING SYNDICATION AGENT:

FIRST UNION NATIONAL BANK
OF NORTH CAROLINA



By:
     Michael J. Kolosowsky
     Vice President


ISSUING BANK:

BANKERS TRUST COMPANY


By
     Name:
     Title:




FIRST AMENDMENT TO CREDIT AGREEMENT - Page 8

<PAGE>


BANKS:

Modified Commitment:               BANQUE PARIBAS
37,500,000.00


                             By:
                                   Barton D. Schouest
                                   Group Vice President

                                        - and -



                             By:
                                    Michael H. Fiuzat
                                    Assistant Vice President


 Modified Commitment:               FIRST UNION NATIONAL BANK
       CANCELLED                    OF NORTH CAROLINA



                             By:
                                     Michael J. Kolosowsky
                                     Vice President



Modified Commitment:                 BANKERS TRUST COMPANY
     $37,500,000

                              By:
                              Name:
                              Title:



DA971410133



FIRST AMENDMENT TO CREDIT AGREEMENT - Page 9

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                          ACKNOWLEDGEMENT BY GUARANTORS


        Each of the undersigned  Guarantors hereby (i) consents to the terms and
conditions of the Amendment, (ii) confirms and ratifies the terms of the Amended
and Restated Subsidiary Guaranty, (iii) acknowledges and agrees that its consent
is not required for the  effectiveness  of the Amendment and (iv) represents and
warrants  that (a) no Default or Event of Default has occurred or is  continuing
or would  otherwise be created by the  Amendment,  (b) it is in full  compliance
with all covenants and agreements  pertaining to it in the Credit  Documents and
(c) it has reviewed a copy of the Amendment.

              Executed as of the 29th day of May, 1997.

                                           GUARANTORS:

                                           HUNTER GAS GATHERING, INC.
                                           GRUY PETROLEUM MANAGEMENT CO.
                                           MAGNUM HUNTER PRODUCTION, INC.
                                           CONMAG ENERGY CORPORATION
                                           RAMPART PETROLEUM, INC.


                                   By:
                                           David S. Krueger
                                           Authorized Officer

DA971410133
052997 v6
316:17811-1


FIRST AMENDMENT TO CREDIT AGREEMENT - Page 10