EXHIBIT 10.6
                                  TEXOIL, INC.

                          1995 STOCK COMPENSATION PLAN

                            PARTICIPATION AGREEMENT

     TEXOIL, INC., a Nevada corporation (the "Company"), hereby enters into this
Participation Agreement (the "Agreement") with Walter L. Williams (the
"Participant") regarding his participation in the Company's 1995 Stock
Compensation Plan (the "Plan"), which is incorporated herein in its entirety by
reference and a copy of which is attached hereto.

     The Participant agrees to be bound by the terms and conditions of the Plan
so long as it may remain in effect.  The Participant acknowledges that his cash
compensation will be reduced by $3,000 for each full month under the Plan and
that, in exchange for such reduced cash compensation, he will be issued the
number of shares of the Company's Common Stock determined by dividing such
amount by the weighted average daily closing price of the Company's Common Stock
for that month as reported by NASDAQ.  Each issuance of Common Stock under the
Plan is referred to as a "Stock Payment."

     The Company will use commercially reasonable efforts to cause the resale of
Common Stock issuable to the Participant under the Plan to be registered under
the Securities Act of 1933, as amended (the "1933 Act"), on a Form S-8 or Form
S-3 Registration Statement (or comparable successor forms) before December 31,
1995.

     Subject to approval of the Plan by the Company's stockholders, issuances of
the Company's Common Stock under the Plan are intended to comply with all
applicable conditions of Section 16(b) under the Securities Exchange Act of
1934, as amended ("1934 Act"), and its short-swing profit liability provisions.
Until the expiration of six months and one day after the date upon which Common
Stock is issued under the Plan, no such Common Stock issued to the Participant
shall be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of except by will or by the laws of descent and distribution.  Any
stock certificate(s) issued in respect of a Stock Payment to the Participant
will set forth these transfer restrictions.

     Whenever shares of Common Stock are to be issued under the Plan, the
Company shall have the right to require the Participant to remit to the Company
in cash an amount sufficient to satisfy federal, state and local withholding tax
requirements, if any, attributable to such issuance before delivering any
certificate(s) for such shares.  Inasmuch as the Participant is subject to
Section 16(b) of the 1934 Act, he may defer recognition of income with respect
to a Stock Payment for federal income tax purposes until expiration of six
months and one day after the Stock Payment is made.  In such event and subject
to all applicable laws, rules and regulations, the Company may have discretion
to defer federal income tax withholding until recognition of income is required.

     IN WITNESS WHEREOF, the Company has as of April 1, 1995, caused this
Participation Agreement to be executed on its behalf by the Chairman of the
Compensation Committee of its Board of Directors and the Participant has
hereunto set his hand as of the same date.

                                   TEXOIL, INC.,
                                   a Nevada corporation

                           By: /s/ Joe C. Richardson, Jr.
                                   Chairman, Compensation Committee


                                   PARTICIPANT:

                                /s/ Walter L. Williams
                                    Walter L. Williams