FIRST AMENDMENT TO OFFICE LEASE


     This  First  Amendment  to  Office  Lease  ("Amendment")  is
effective  as of the _____ day of July, 1996, by and between  K-P
PLAZA   LIMITED   PARTNERSHIP,  a   Texas   limited   partnership
("Landlord"),   and   AMRESCO,  INC.,  a   Delaware   corporation
("Tenant").

                     W I T N E S S E T H :

     WHEREAS,  Landlord and Tenant have heretofore  entered  into
that  certain Office Lease dated February 9, 1996 (the  "Lease"),
covering certain premises (the "Premises") located on the  entire
17th,  22nd,  23rd, 24th, and 25th floors and part  of  the  16th
floor  of the North Tower in the Plaza of the Americas, 700 North
Pearl, Dallas, Texas;

     WHEREAS, pursuant to Section 2 of the Lease, Tenant has  the
right to increase or decrease the rentable square footage of  the
Premises  by up to fifteen percent (15%) upon written  notice  to
Landlord contemporaneously with the delivery of Tenant's  Working
Drawings;

     WHEREAS,  Tenant  has exercised its right  to  increase  the
Premises  by 5,327 rentable square feet of space located  on  the
16th floor of the North Tower (bringing the total square rentable
footage of the Premises to 130,606); and

     WHEREAS,  Tenant  and Landlord desire  to  enter  into  this
Amendment to evidence the increase in the square footage  of  the
Premises  pursuant to Section 2 of the Lease, all upon the  terms
and conditions contained in this Amendment;

     NOW,  THEREFORE,  in consideration of the  mutual  covenants
herein  contained and other good and valuable consideration,  the
receipt and sufficiency of which are hereby acknowledged by  both
Landlord and Tenant, the parties hereby agree as follows:

1.    Definitions.   All capitalized terms used  herein  and  not
otherwise defined in this Amendment have the same meaning  as  in
the Lease.

2.    Premises.  The second sentence of Section 2 of the Lease is
deleted in its entirety and the following sentence is substituted
in lieu thereof:

          Landlord and Tenant hereby stipulate and agree that:

          (a)    The  rentable  area  of  the  Premises
          (excluding  the  Storage  Space)  is  130,606
          square feet, consisting of 23,965 square feet
          on  each  of the 17th, 22nd, 23rd, 24th,  and
          25th  floors  of the North Tower  and  10,781
          square  feet on the 16th floor of  the  North
          Tower; and

          (b)   The rentable area of the Office Portion
          is    one   million   twenty-eight   thousand
          (1,028,000) square feet.

     Additionally,  the reference to the square  footage  of  the
Premises  contained in the definition of the term  "Premises"  in
the  Basic Lease Information is increased from "125,279  rentable
square feet" to "130,606 rentable square feet."

3.    Exhibit  "A".   Page A-1 of Exhibit "A"  to  the  Lease  is
deleted in its entirety and the Exhibit "A" Page A-1 attached  to
this  Amendment (showing the floor plan of the Premises with  the
additional square footage added by this Amendment) is substituted
in lieu thereof.

4.   Prepaid Rent.  The amount of Prepaid Rent shown in the Basic
Lease  Information is increased from $125,279.00 to  $130,606.00.
At  the  time  the  Lease  was  executed,  Tenant  paid  Landlord
$125,279.00  as  Prepaid Rent pursuant to  Section  4.a.  of  the
Lease.   Contemporan-ously with the execution of this  Amendment,
Tenant shall pay Landlord $5,327.00 -- such amount to be added to
the  original  Prepaid Rent increasing the total  amount  of  the
Prepaid Rent to $130,606.00, all of which shall be applied to the
Basic Rental for November 1996.

5.    Tenant's Proportionate Share.  The definition of  the  term
"Tenant's Proportionate Share" in the Basic Lease Information  is
deleted  and  the  following definition  of  the  term  "Tenant's
Proportionate Share" is substituted in lieu thereof:

     It is stipulated and agreed that for all purposes under
     this Lease the Tenant's Proportionate Share is obtained
     by dividing (i) the 130,606 rentable square feet in the
     Premises (which includes a pro rata share of the Common
     Areas)  by (ii) the total rentable square feet  in  the
     Office Portion.

6.    Tenant Allowance.  Landlord and Tenant acknowledge that the
Tenant Allowance under Exhibit "D" to the Lease equals $3,559,014
(based  on  the  stipulated rentable area of the  Premises  being
130,606 square feet.)

7.    Exhibit  "E".  Exhibit "E" to the Lease is deleted  in  its
entirety  and the Exhibit "E" attached to this Amendment (showing
the  Basic  Rental applicable to the increased square footage  of
the Premises) is substituted in lieu thereof.

8.    Parking.  Landlord and Tenant acknowledge that  Tenant  may
use  87  undesignated  vehicular parking spaces  in  the  Parking
Garage  pursuant  to  Exhibit "G" to  the  Lease  (based  on  the
stipulated  rentable  area of the Premises being  130,606  square
feet.)

9.    Authority.   Each individual signing below represents  that
he/she  has  been  duly authorized to execute  and  deliver  this
Amendment  and that same shall be binding on Landlord and  Tenant
(as applicable) on whose behalf he/she is signing.

10.   Entire  Agreement.   This  Amendment  embodies  the  entire
agreement between the parties with respect to the subject  matter
hereof  and  cannot be varied except by the written agreement  of
the parties.

11.   Successors  and  Assigns.  All  of  the  terms,  covenants,
provisions,  and  conditions of this Amendment  are  hereby  made
binding on the executors, heirs, administrators, successors,  and
permitted assigns of both parties hereto.

12.   Interpretation.  The parties hereto acknowledge  that  each
party  and its counsel has reviewed this Amendment and  that  the
normal  rule  of construction to the effect that any  ambiguities
are  to  be  resolved  against the drafting  party  will  not  be
employed in the interpretation of this Amendment.

13.  Severability.  If any provision of this Amendment is held to
be  illegal,  invalid, or unenforceable under present  or  future
laws,  such  provision(s)  shall be  fully  severable,  and  this
Amendment,  and the remaining provisions of this Amendment  shall
remain  in  full  force and effect and not  be  affected  by  the
illegal,  invalid,  or  unenforceable  provision(s)  or  by   its
severance  from  this Amendment, provided that both  parties  may
still   effectively   realize  the  complete   benefit   of   the
transaction.

14.  Headings.  The captions used in connection with the sections
of  this  Amendment are for convenience only  and  shall  not  be
deemed  to construe or limit the meaning of the language of  this
Amendment.

15.   Lease.  As amended hereby, the Lease shall continue in full
force  and  effect and is ratified and confirmed by Landlord  and
Tenant.  All of the terms and conditions of the Lease (including,
without  limitation, the provisions relating to  the  payment  of
Basic  Rental  and the Tenant Allowance and the  use  of  parking
spaces in the Parking Garage) are applicable to the Premises,  as
increased by this Amendment.
1.    16.   Counterparts.   This Amendment  may  be  executed  in
multiple  counterparts and signature pages from  any  counterpart
may be appended to any other counterpart.  All counterparts shall
construe a single, unified instrument.

EFFECTIVE as of the date first set forth above.

LANDLORD:                     TENANT:

K-P PLAZA LIMITED PARTNERSHIP, AMRESCO, INC.,
a Texas limited partnership      a   Delaware corporation

By:  K-P Plaza Dallas, Inc.,
     its general partner                By:

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     By:

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