EXHIBIT 10.41

                   AMENDMENT TO EMPLOYMENT AGREEMENT


This Amendment to Employment Agreement ("Amendment") is by and
between Midcoast Energy Resources, Inc. ("Employer" or "Midcoast")
and I.J. Berthelot, II ("Employee").
     WHEREAS effective April 17, 1995, Employer and Employee
entered into an Employment Agreement ("Agreement"); and
     WHEREAS Employer and Employee desire to amend certain terms of
the Agreement to make it conform to the intent of the parties.

     NOW, THEREFORE, for and in consideration of the mutual
covenants and promises set forth herein, the parties hereby agree
as follows:
1.  Section 5(A) shall be deleted from the Agreement and replaced
with the following:
A.  Base Salary.  Beginning August 15, 1995, Employee's base salary
("Salary") shall be Fifty-Five Thousand, Two Hundred and No/100
Dollars ($55,200.00), payable in equal semi-monthly installments of
Two Thousand, Three Hundred and No/100 Dollars ($2,300.00) each. 
Each year thereafter, on the anniversary date of this Agreement,
Employee's Salary shall be increased a minimum of ten percent (10%)
per annum.  Employer shall make appropriate deductions from
Employee's Salary for customary withholding taxes and other
employment taxes as required for salaried compensation under
Federal and State tax laws.  Employee's Salary shall be in addition
to any bonuses (in cash or stock), which shall be given from time
to time at the discretion of the President.

2.The first sentence of Section 5(B) of the Agreement shall be
revised to read as follows:

Upon execution of this Agreement and in order to further encourage
Employee to remain in the service of Employer, Employee is hereby
awarded thirteen thousand (13,000) shares of Employer's Common
Stock, $.01 par value per share (the "Common Stock"), ten thousand
(10,000) of which shall be issued as of the Effective Date and
three thousand (3,000) of which shall be issued as of September 20,
1995.

The remainder of Section 5(B) shall remain a part of the Agreement
and shall not be affected by the execution of this Amendment.

3.Section 5(C) shall be deleted from the Agreement and replaced
with the following:
C.Tax Reimbursement. Employer shall reimburse Employee for the
federal income tax liability, including, without limitation,
federal income taxes, social security tax, medicare tax, and other
such taxes, incurred by Employee which is attributable solely to
the issuance of the Shares, as well as any additional tax liability
that is attributable to the sums to be reimbursed hereunder
(collectively, the "Tax Reimbursement").  Employer and Employee
recognize that the tax liability shall accrue on the date that the
Common Stock is actually vested; however, Employer and Employee
agree that the present value of the Common Stock, which is
estimated to be Six and No/100 Dollars ($6.00) per share, shall be
the basis on which the Tax Reimbursement shall be made.  Employer,
as required by Federal law, shall submit the required withholding
at the then current required withholding tax rate (currently
twenty-eight percent (28%)) and as well as any other applicable
payroll taxes to the Internal Revenue Service or the appropriate
taxing authorities (the "Tax Deposits"), at no expense to Employee,
on a timely basis whether the stock is vested according to the
schedule in Section 5(B) or pursuant to the accelerated vesting
schedule set forth in Section 6(H).  Employer and Employee estimate
that the total Tax Reimbursement in excess of the Tax Deposits (the
"Excess Tax Reimbursement") shall equal Sixteen Thousand, One
Hundred, Seventy and No/100 Dollars ($16,170.00).  This estimated
Excess Tax Reimbursement shall be paid to Employee upon the
execution of the Amendment to this Agreement; provided that
Employer shall deduct twenty-eight percent (28%) from such payment,
as required by Federal law, and shall submit that amount to the
Internal Revenue Service and such other payroll taxes that may be
applicable as Employee's tax deposit on the estimated Excess Tax
Reimbursement.  In the event that Employee's actual Tax
Reimbursement exceeds the $16,170.00 plus the Tax Deposits,
Employer shall reimburse Employee for such additional amount on or
before the date on which the actual tax liability is due.  In the
event that Employee's actual Excess Tax Reimbursement is less than
$16,170.00 plus the Tax Deposits, Employee shall promptly refund
the amount of the overpayment to Employer.
           
3.Section 8(B) shall be deleted from the Agreement and replaced
with the following:
B. Other Agreements.   This Agreement constitutes the entire
agreement between the parties hereto, expressly superseding all
prior understandings, commitments, and agreements other than those
expressly referred to in this Agreement, whether written or oral,
between Employer and Employee; provided, however, that Employer and
Employee agree that the Shareholder's Agreement dated April 30,
1994, shall not be superseded by this Agreement and shall remain in
full force and effect.
           
4.All other provisions of the Agreement shall remain in full force
and effect and shall not be affected by this Amendment.
 In Witness Hereof, the parties hereto have executed this Agreement
on this Eighth day of December, 1995.

EMPLOYER:
Midcoast Energy Resources, Inc.
By:

    Dan C. Tutcher, President

EMPLOYEE:
I.J. Berthelot, II