AMENDMENT NO. 2
                                TO
                       AMENDED AND RESTATED
                   BONTANG EXCESS SALES TRUSTEE
                    AND PAYING AGENT AGREEMENT



     AMENDMENT No. 2 dated as of March 4, 1997 among

     (i)  BANKAMERICA INTERNATIONAL (as successor in interest to
Continental Bank International), not in its individual capacity but
solely as Trustee under the Bontang Excess Sales Trustee and Paying
Agent Agreement; and

     (ii) PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA,
VIRGINIA INTERNATIONAL COMPANY, VIRGINIA INDONESIA COMPANY, LASMO
SANGA SANGA LIMITED, UNION TEXAS EAST KALIMANTAN LIMITED, OPICOIL
HOUSTON, INC., UNIVERSE GAS & OIL COMPANY, INC., TOTAL INDONESIE,
UNOCAL INDONESIA COMPANY and INDONESIA PETROLEUM, LTD.



                      W I T N E S S E T H :


          WHEREAS, the parties hereto are parties to the Bontang
Excess Sales Trustee and Paying Agent Agreement originally dated as
of November 1, 1986, as amended and restated as of February 9, 1988
and as further amended by Amendment No. 1 to Amended and Restated
Bontang Excess Sales Trustee and Paying Agent Agreement dated July
1, 1995 (the "Trust Agreement"); and

          WHEREAS, the parties hereto have determined that the
Trust Agreement should be further amended as provided herein.

          NOW, THEREFORE, the parties hereto agree as follows:

          1.   Article 1 of the Trust Agreement is hereby amended
by adding new definitions of "Badak V Sales Contract" and "Badak VI
Sales Contract" to be inserted immediately following the definition
of "Approved Level of Working Capital" and reading in their
entirety as follows:


               "Badak V Sales Contract" means the LNG Sales and
Purchase Contract (Badak V) dated August 12, 1995, by and between
PERTAMINA and Korea Gas Corporation, as amended or modified from
time to time.

               "Badak VI Sales Contract" means the LNG Sale and
Purchase Contract (Badak VI) between PERTAMINA and Chinese
Petroleum Corporation dated as of October 25, 1995, as amended or
modified from time to time.

          2.   The definition of "Excess Sales Contracts" in
Article 1 of the Trust Agreement is hereby amended so as to read in
its entirety as follows:

               "Excess Sales Contracts" shall mean:

               (i)       "Agreement for Sale and Purchase of
Liquefied Natural Gas" dated August 29, 1986 between PERTAMINA and
Total International Limited, as hereafter amended;

               (ii)      "Invoice Settlement Agreement for 1973 LNG
Sales Contract" and "Invoice Settlement Agreement for 1981 LNG
Sales Contract" both dated as of March 31, 1987 between PERTAMINA
and divers Japanese buyers of LNG, as hereafter amended, including
any extension or renewal thereof;

               (iii)     "LNG Sales and Purchase Contract
(Yokkaichi LNG Trade)" dated August 28, 1987 between PERTAMINA and
Nusantara Gas Services Company, Inc., as hereafter amended,
including any extension or renewal thereof;

               (iv)      the Korean Quantities Agreement, it being
understood that after December 31, 1999 the Korean Carry-Over
Quantities will not be supplied under the 1973 LNG Sales Contract
(as defined in the Korean Quantities Agreement) and the 1973 LNG
Sales Contract will not be the Designated LNG Sales Contract (as
defined in the Korean Quantities Agreement); and

any other contract (other than any Excluded Excess Sales Contracts,
the CPC 1994 Sales Contract, the KGC 1994 Sales Contract, the Badak
V Sales Contract and the Badak VI Sales Contract), for the sale of
LNG to be manufactured using existing or future excess capacity at
the Bontang Plant; provided, that (x) the KGC 1994 Sales Contract
will constitute an Excess Sales Contract solely with respect to
cargoes delivered thereunder through and including December 31,
1997 and (y) the Badak V Sales Contract and the Badak VI Sales
Contract each will constitute an Excess Sales Contract solely with
respect to LNG purchased thereunder through and including December
31, 1999; and provided further, that quantities of LNG shall be
deemed to have been purchased when title thereto passes to the
relevant Buyer under the terms of the Badak V Sales Contract or the
Badak VI Sales Contract, except that any quantities of LNG included
in (i) the Fixed Quantity Period (as defined in the Badak V Sales
Contract) ending on December 31, 1999 pursuant to Section 7.3(c) of
the Badak V Sales Contract or (ii) the Fixed Quantity Period (as
defined in the Badak VI Sales Contract) ending on December 31, 1999
pursuant to Section 7.3(c) of the Badak VI Sales Contract that
would otherwise be deemed to have been purchased on or after
January 1, 2000 shall instead be deemed to have been purchased on
December 31, 1999.

          3.   Section 2.3 of the Trust Agreement is hereby amended
by amending and restating the last sentence thereof in its entirety
to read as follows:

               "Notwithstanding the foregoing or any other
provision hereof to the contrary, the parties hereto acknowledge
and agree that (a) all amounts which become due and payable by the
buyer under the KGC 1994 Sales Contract for, or otherwise relating
to, cargoes delivered under the KGC 1994 Sales Contract at any time
on or after January 1, 1998, (b) all amounts which become due and
payable by the buyer under the CPC 1994 Sales Contract, (c) all
amounts which become due and payable on or after January 1, 2000 by
the buyers under the 1973 LNG Sales Contract (as defined in the
Korean Quantities Agreement) (the amounts described in (a), (b) and
(c) referred to collectively as the "Bontang V Trust Funds"), (d)
all amounts which become due and payable by the buyer under the
Badak VI Sales Contract for quantities of LNG purchased on or after
January 1, 2000 or otherwise with respect to the period commencing
on January 1, 2000 and (e) all amounts which become due and payable
by the buyer under the Badak V Sales Contract for quantities of LNG
purchased on or after January 1, 2000 or otherwise with respect to
the period commencing on January 1, 2000 (the amounts defined in
(d) and (e) referred to collectively as the "Bontang VI Trust
Funds") shall not constitute Bontang Excess Sales Trust Funds.  Any
Bontang V Trust Funds received by the Bontang Excess Sales Trustee
shall be paid over to the trustee under the Bontang V Trustee and
Paying Agent Agreement dated as of July 1, 1995.  Any Bontang VI
Trust Funds received by the Bontang Excess Sales Trustee shall be
paid over to the trustee under the Bontang VI Trustee and Paying
Agent Agreement dated as of March 4, 1997."


          4.   Except as amended hereby, the Trust Agreement
remains unchanged and in full force and effect.


          5.   THIS AMENDMENT SHALL BE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES
OF AMERICA.

          6.   This Amendment may be executed in any number of
counterparts by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts together shall constitute
one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective duly authorized
signatories as of the date hereof.


                              The Trustee

                              BANKAMERICA INTERNATIONAL
                                as Trustee aforesaid

                              By        /s/       
                                 Name: Vincent P. Chorney
                                        Title: Assistant Vice
                                        President


                              Producers

                              PERUSAHAAN PERTAMBANGAN MINYAK
                                DAN GAS BUMI NEGARA
                                (PERTAMINA)

                              By                  /s/       
                                        Name: F. Abda'oe
                                        Title: President Director
                                        and 
                                        Chief Executive Officer


                              VIRGINIA INDONESIA COMPANY

                              By             /s/       
                                        Name: Charles M. Reimer
                                        Title: Chairman and Chief
                                        Executive Officer


                              VIRGINIA INTERNATIONAL COMPANY

                              By             /s/       
                                        Name: Richard L. Smernoff
                                        Title: Vice President


                              LASMO SANGA SANGA LIMITED

                              By             /s/       
                                        Name: Richard L. Smernoff
                                        Title: Director and 
                                        Chief Financial Officer


                              UNION TEXAS EAST KALIMANTAN
                                LIMITED

                              By        /s/       
                                        Name: Dean Henry
                                        Title:Assistant Treasurer

                              OPICOIL HOUSTON, INC.

                              By        /s/       
                                 Name: Roy C.H. Chiu
                                 Title: President


                              UNIVERSE GAS & OIL COMPANY,
                                INC.

                              By        /s/       
                                 Name: Toshio Norimatsu
                                 Title: General manager of Business
                                 Dept.


                              TOTAL INDONESIE

                              By        /s/       
                                 Name: Michel Seguin
                                 Title: Vice-Chairman and
                                 Chief Executive Officer


                              UNOCAL INDONESIA COMPANY

                              By        /s/       
                                 Name: Donald A. MacKay
                                 Title: Assistant Treasurer


                              INDONESIA PETROLEUM, LTD.

                              By        /s/       
                                 Name: Yusuke Sawatari
                              Title: Managing Director and General Manager 
                              of Accounting & Finance Dept.