EXHIBIT 4.1.5


                                 FIRST AMENDMENT

                                       TO

                           REVOLVING CREDIT AGREEMENT

     This First  Amendment  ("First  Amendment")  to Fourth Amended and Restated
Credit Agreement ("Credit Agreement") dated as of March 28, 2002,  originally by
and among CONTINENTAL RESOURCES, INC., an Oklahoma corporation (the "Borrower"),
UNION BANK OF CALIFORNIA, N.A., as LC Issuer, Bank, Lead Arranger, Fronting Bank
and  Administrative  Agent  (in  such  latter  capacity  and  together  with its
successors and permitted assigns in such capacity the  "Administrative  Agent"),
GUARANTY BANK, FSB, as Co-Arranger, Bank and Collateral/Documentation  Agent (in
such latter  capacity and together with its successors and permitted  assigns in
such capacity the  "Collateral  Agent"),  FORTIS CAPITAL CORP.,  as Co-Arranger,
Bank and  Syndication  Agent (in such  latter  capacity  and  together  with its
successors and permitted assigns in such capacity the "Syndication  Agent"), and
the several  banks and financial  institutions  from time to time parties to the
Credit Agreement (the "Banks") is entered into this 12th day of June 2003.

                              W I T N E S S E T H:

     WHEREAS,  the  Borrower  and the Bank  Parties  desire to amend the  Credit
Agreement as set forth herein;

     NOW,  THEREFORE,  in  consideration  of the  premises  and for Ten  Dollars
($10.00)  and other  good and  valuable  consideration  received  by each  party
hereto,  and each  intending to be legally  bound  hereby,  the parties agree as
follows:

                        AMENDMENTS TO CREDIT AGREEMENT.

     Article I, DEFINITIONS, of the Credit Agreement is hereby amended by adding
thereto the following defined terms:

     "First  Amendment" means the First Amendment to Credit Agreement dated June
     12, 2003 among Bank Parties and Borrower.

     "Proved  Developed  Producing  Reserves"  means  Proved  Reserves  that are
     expected to be recovered  from  completion  intervals  that are open at the
     time of the estimate and are then being  produced or, if shut in, they have
     previously  been on production  and the date of resumption of production is
     known with reasonable certainty.

     Section 2.06, Borrowing Base Determination, is hereby amended by adding the
following sentence immediately after the first sentence of such section:

     "The Borrowing Base in effect as of the date of the First  Amendment is One
     Hundred Fifty Million Dollars ($150,000,000.00)."

     Article V is hereby  amended by adding  thereto the  following  new Section
     5.35:

     "5.35 Required Hedging Transaction.  Within thirty (30) days after the date
     of the First Amendment and thereafter,  maintain in force and effect one or
     more Hedge  Agreements  that each satisfy the definition of Permitted Hedge
     Agreement  entered into by Borrower covering in the aggregate at all times,
     and from time to time,  at least 30% of the oil  estimated  to be  produced
     during the ensuing six-month period, on a rolling six-month basis, from the
     Proved Developed  Producing Reserves  attributed to Borrower's  interest in
     the Borrowing Base Oil and Gas Properties in the most recent Reserve Report
     delivered to Administrative Agent pursuant to this Agreement."

     Schedule 1.01(b),  Commitment  Amounts and Aggregate  Commitment Amount, to
the Credit  Agreement is hereby  replaced in its entirety with Schedule  1.01(b)
attached to the First Amendment.  Borrower and the Bank Parties  acknowledge and
agree that because the increased  Commitment  resulting from the increase in the
Borrowing Base set forth in the First  Amendment was not allocated  among all of
the  Banks in  accordance  with  their  respective  Percentage  Shares,  as such
Percentage  Shares  existed prior to the execution of the First  Amendment,  the
Banks' respective  Percentage Shares have been amended, as set forth on Schedule
1.01(b) attached to the First  Amendment.  The Bank Parties and Borrower further
acknowledge and agree that although the maximum principal amount of indebtedness
that may be  evidenced  by the  respective  Note held by each Bank  exceeds each
Bank's  respective  Commitment  that results from the  Borrowing  Base  increase
pursuant  to the First  Amendment,  the ratio  between  the face  amount of each
Bank's  Note  over the  aggregate  face  amount  of all  Notes  may no longer be
equivalent to each such Bank's Percentage Share as set forth on Schedule 1.01(b)
attached to the First Amendment.  None of the Banks waive their future rights to
receive or the  Borrower's  obligation  to deliver in  accordance  with  Section
9.05(e) of the Credit  Agreement  and/or Section 5 of any subsequent  Commitment
Transfer  Supplement  replacement  Notes that reflect the respective  Commitment
Amounts as set forth on  Schedule  1.01(b),  as such  Commitment  Amounts may be
adjusted  by  the  Credit  Agreement  or  any  subsequent   Commitment  Transfer
Supplement(s).

          CONDITIONS PRECEDENT IN CONNECTION WITH THE FIRST AMENDMENT.

The First Amendment shall not be binding on the Banks until  satisfaction of the
following conditions precedent:

Administrative  Agent shall have received  fully executed  counterparts,  in the
number of multiple  originals  requested by  Administrative  Agent, of the First
Amendment, duly executed by an authorized officer for Borrower.

The  representations  and  warranties  contained  in  Article  IV of the  Credit
Agreement shall be true and correct in all material  respects on the date of the
First  Amendment  with  the same  effect  as  though  such  representations  and
warranties  had been  made on such  date;  and no Event of  Default  shall  have
occurred and be continuing or will have occurred upon the execution of the First
Amendment.

The  requirements  of  Section  2.18 of the  Credit  Agreement  shall  have been
satisfied with respect to such additional  Borrowing Base Oil and Gas Properties
as are satisfactory to the Arrangers.

All legal matters incident to the consummation of the transactions  contemplated
by the First Amendment shall be satisfactory to special counsel for Bank.

All reasonable and documented legal fees owed by Bank to Porter & Hedges, L.L.P.
in connection with the First Amendment shall have been paid by Borrower.

Reaffirmation of  Representations  and Warranties.  To induce the Banks to enter
into this First Amendment, the Borrower hereby reaffirms, as of the date hereof,
its  representations  and  warranties  contained  in  Article  IV of the  Credit
Agreement and in all other documents executed pursuant thereto, and additionally
represents and warrants as follows:

     A. The execution and delivery of this First  Amendment and the  performance
     by the Borrower of its  obligations  under this First  Amendment are within
     the Borrower's power, have been duly authorized by all necessary  corporate
     action, have received all necessary  governmental approval (if any shall be
     required),  and do not  and  will  not  contravene  or  conflict  with  any
     provision  of law or of the  charter or by-laws of the  Borrower  or of any
     agreement binding upon the Borrower.

     B. The Credit  Agreement as amended by this First Amendment  represents the
     legal, valid and binding  obligations of the Borrower,  enforceable against
     the  Borrower  in  accordance  with their  respective  terms  subject as to
     enforcement only to bankruptcy, insolvency,  reorganization,  moratorium or
     other  similar  laws  affecting  the   enforcement  of  creditors'   rights
     generally.

     C. No Event of Default or  Unmatured  Event of Default has  occurred and is
     continuing as of the date hereof.

     D. Since the date of the Agreement,  Borrower has not formed or created any
     new Subsidiaries.

DEFINED TERMS.  Except as amended hereby,  terms used herein that are defined in
the Credit Agreement shall have the same meanings herein.

REAFFIRMATION OF CREDIT AGREEMENT. This First Amendment shall be deemed to be an
amendment to the Credit Agreement,  and the Credit Agreement, as further amended
hereby,  is hereby  ratified,  approved and confirmed in each and every respect.
All  references  to the  Credit  Agreement  herein  and in any  other  document,
instrument,  agreement  or  writing  shall  hereafter  be deemed to refer to the
Credit Agreement as amended hereby.

ENTIRE AGREEMENT.  The Credit Agreement, as hereby amended,  embodies the entire
agreement between the Borrower and the Banks and supersedes all prior proposals,
agreements  and  understandings  relating  to the  subject  matter  hereof.  The
Borrower certifies that it is relying on no representation,  warranty,  covenant
or  agreement  except  for those set forth in the  Credit  Agreement,  as hereby
amended, and in the other documents previously executed or executed of even date
herewith.

GOVERNING  LAW.  THIS FIRST  AMENDMENT  SHALL BE  GOVERNED BY AND  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS AND THE  APPLICABLE  LAWS OF THE
UNITED STATES OF AMERICA.  This First  Amendment has been entered into in Harris
County,  Texas,  and it shall be performable  for all purposes in Harris County,
Texas. Courts within the State of Texas shall have jurisdiction over any and all
disputes between the Borrower and the Bank, whether in law or equity, including,
but not  limited  to, any and all  disputes  arising  out of or relating to this
First Amendment or any other Security Instrument;  and venue in any such dispute
whether in federal or state court shall be laid in Harris County, Texas.

SEVERABILITY.  Whenever possible each provision of this First Amendment shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any provision of this First  Amendment  shall be prohibited by or invalid
under  applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this First Amendment.

EXECUTION IN COUNTERPARTS. This First Amendment may be executed in any number of
counterparts  and by the different  parties on separate  counterparts,  and each
such counterpart  shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same agreement.

SECTION  CAPTIONS.  Section  captions  used  in  this  First  Amendment  are for
convenience  of reference  only, and shall not affect the  construction  of this
First Amendment.

SUCCESSORS AND ASSIGNS.  This First Amendment shall be binding upon the Borrower
and the Banks and their  respective  successors and assigns,  and shall inure to
the benefit of the Borrower and the Banks,  and the  respective  successors  and
assigns of the Banks.

NON-APPLICATION OF CHAPTER 346 OF TEXAS FINANCE CODES. In no event shall Chapter
346 of the Texas Finance Code (which regulates  certain  revolving loan accounts
and  revolving  tri-party  accounts)  apply to this Credit  Agreement  as hereby
further  amended or any other Loan  Documents or the  transactions  contemplated
hereby.

NOTICE.  THIS FIRST AMENDMENT  TOGETHER WITH THE LOAN  AGREEMENT,  AND THE OTHER
SECURITY  INSTRUMENTS  REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS  OR SUBSEQUENT ORAL
AGREEMENTS  OF THE  PARTIES.  THERE ARE NO WRITTEN ORAL  AGREEMENTS  BETWEEN THE
PARTIES.

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IN WITNESS  WHEREOF,  the parties hereto have caused this First  Amendment to be
duly executed as of the day and year first above written.

                              BORROWER

                              CONTINENTAL RESOURCES, INC.

                              By:      ROGER CLEMENT
                                       Roger Clement
                                       Senior Vice President and Chief Financial
                                       Officer

                              ADMINISTRATIVE AGENT, LEAD ARRANGER,
                              LC ISSUER, FRONTING BANK AND BANK:

                              UNION BANK OF CALIFORNIA, N.A.

                              By:      JOHN CLARK
                                       John Clark,
                                       Vice President

                              By:      SEAN MURPHY
                                       Sean Murphy
                                       Vice President

                              COLLATERAL/DOCUMENTATION AGENT,
                              CO-ARRANGER AND BANK:

                              GUARANTY BANK, FSB

                              By:      RICHARD MENCHACA
                                       Richard Menchaca,
                                       Vice President


                              SYNDICATION AGENT, CO-ARRANGER AND
                              BANK:

                              FORTIS CAPITAL CORP.

                              By:      DARRELL W. HOLLEY
                                       Darrell W. Holley,
                                       Managing Director

                              By:      CHRISTOPHER S. PARADA
                                       Christopher S. Parada,
                                       Vice President

                              BANKS:

                              COMPASS BANK

                              By:      KATHLEEN J. BOWEN
                                       Kathleen J. Bowen
                                       Vice President


                              WELLS FARGO BANK TEXAS, N.A.

                              By:      DUSTIN S. HANSEN
                                       Dustin S. Hansen
                                       Assistant Vice President

                              COMERICA BANK

                              By:      PETER L. SEFZIK
                                       Peter L. Sefzik
                                       Assistant Vice President

<PAGE>
                                Schedule 1.01(b)

               Commitment Amounts and Aggregate Commitment Amount
<TABLE>
<CAPTION>
                                   Percentage         Commitment
         Bank                        Shares             Amount
         ----                        ------             ------
<S>                               <C>              <C>
Guaranty Bank, FSB                27.12301587%     $ 47,465,277.77
Union Bank of California, N.A.    21.76587302%     $ 38,090,277.78
Fortis Capital Corp.              21.42857143%     $ 37,500,000.00
Comerica Bank                     10.11904762%     $ 17,708,333.34
Wells Fargo Bank Texas, N.A.      10.11904762%     $ 17,708,333.34
Compass Bank                       9.44444444%     $ 16,527,777.77
                                                   ---------------
Aggregate Commitment Amount:                       $175,000,000.00
---------------------------
</TABLE>