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EXHIBIT 10.4

                              ENERGY PARTNERS, LTD.

            AMENDED AND RESTATED 2000 LONG TERM STOCK INCENTIVE PLAN

                         RESTRICTED SHARE UNIT AGREEMENT

                           NUMBER OF RESTRICTED SHARE
NAME                                 UNITS                       GRANT DATE
[EMPLOYEE]                          [UNITS]                     [GRANT DATE]

This Agreement confirms the grant to you of Restricted Share Units with respect
to Common Stock of Energy Partners, Ltd. (the "Company") under the Company's
Amended and Restated 2000 Long Term Stock Incentive Plan (the "Plan"), a copy of
which has been delivered to you and is made a part hereof, upon the following
terms and conditions and the terms and conditions of the Plan. The terms used in
this Agreement shall have the same meaning as in the Plan, unless the context
requires otherwise, and except that "Restricted Share Units" shall refer only to
the restricted share units granted pursuant to this Agreement.

      1.    Restricted Share Units - Each Restricted Share Unit shall represent
            the right to receive one share of Common Stock of the Company at the
            end of the Restricted Period (as hereinafter defined) if and only if
            you vest in such Restricted Share Unit pursuant to Section 4 below.
            The Restricted Period with respect to each Restricted Share Unit is
            the period beginning on the grant date of the Restricted Share Units
            and ending on the date on which the applicable Restricted Share Unit
            becomes payable pursuant to Section 6 below or is forfeited pursuant
            to Section 5 below.

      2.    No Rights as Shareholder - During the Restricted Period, you shall
            have none of the rights of a shareholder of the Company with respect
            to the shares of Common Stock of the Company represented by the
            Restricted Share Units.

      3.    Non-transferable - You may not sell, transfer, assign, pledge, or
            otherwise encumber or dispose of any Restricted Share Units nor may
            you sell, transfer, assign, pledge, or otherwise encumber or dispose
            of any of the shares of Company Common Stock represented by the
            Restricted Share Units prior to the

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            payment of such shares to you pursuant to Section 6 below following
            the vesting of your Restricted Share Units pursuant to Section 4
            below.

      4.    Vesting - Your Restricted Share Units shall vest as follows: (i) as
            to one-third of the Restricted Share Units on ___________, (ii) as
            to an additional one-third of the Restricted Share Units on
            __________, and (iii) as to the remaining one-third of the
            Restricted Share Units on __________; provided, however, that all of
            the Restricted Share Units shall become 100% vested upon a Change of
            Control.

      5.    Termination of Employment -In the event of your termination of
            employment for any reason during the Restricted Period, all
            Restricted Share Units which have not vested pursuant to Section 4
            above shall be forfeited and the Company may take any action
            necessary to effect such forfeiture without any further notice to
            you.

      6.    Payment - If any Restricted Share Units vest pursuant to Section 4
            above, certificate(s) evidencing the shares of Company Common Stock
            represented by those Restricted Share Units shall be delivered to
            you.

      7.    No Dividend Equivalents - You shall not receive any dividend
            equivalents in respect of the Restricted Share Units to reflect any
            dividends payable on shares of Company Common Stock during the
            Restricted Period.

      8.    Unsecured Creditor Status - This grant of Restricted Share Units
            constitutes a mere promise by the Company to pay you the benefits
            described in this grant (to the extent vested). You shall have the
            status of a general unsecured creditor of the Company with respect
            to the benefits payable under this grant.

      9.    Withholding - The Company, if required, will withhold taxes on any
            income realized in connection with the Restricted Share Units or
            will take a cash payment from you for the withholding. The Company
            will permit you to elect whether to pay cash to cover the
            withholding or have shares withheld to cover the withholding.

      10.   Miscellaneous - This Agreement (a) shall be binding upon and inure
            to the benefit of any successor of the Company; (b) shall be
            governed by the laws of the State of Delaware, and any applicable
            laws of the United States; (c) may not be amended except in writing;
            and (d) this grant shall in no way affect your participation or
            benefits under any other plan or benefit program maintained or
            provided by the Company. In the event of a conflict between this
            Agreement and the Plan, the Plan shall govern.

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      11.   Compliance with Applicable Law - Notwithstanding anything herein to
            the contrary, the Company shall not be obligated to cause to be
            issued or delivered any certificates evidencing shares to be
            delivered pursuant to this grant, unless and until the Company is
            advised by its counsel that the issuance and delivery of such
            certificates is in compliance with all applicable laws and
            regulations of governmental authority. The Company shall in no event
            be obligated to register any securities pursuant to the Securities
            Act of 1933 (as now in effect or as hereafter amended) or to take
            any other action in order to cause the issuance and delivery of such
            certificates to comply with any such law or regulation.

                                      ENERGY PARTNERS, LTD.

                                      By: ______________________________________
                                      Richard A. Bachmann
                                      Chairman, President and
                                      Chief Executive Officer

Accepted:

_________________________________

Witness:

_________________________________

Date:  __________________________