STOCKHOLDERS' AGREEMENT


                This STOCKHOLDERS' AGREEMENT is made and entered into as of
January  14,  2000,  by and among Forman Petroleum Corporation, a Louisiana
corporation (the "Company"),  and  each  of the other Persons listed on the
signature pages attached hereto or otherwise  party  to this Agreement (the
"Holders").

                            W I T N E S S E T H

     WHEREAS, the Company and each of the Holders deem  it  to  be in their
best  interests  to provide for continuity in the control and operation  of
the Company, for restrictions on the transfer of certain securities and for
various other matters set forth herein.

     NOW,  THEREFORE,   in  consideration  of  the  agreements  and  mutual
covenants set forth herein, the parties agree as follows:


                                 SECTION 1
                                DEFINITIONS

     As used in this Agreement,  the  following  terms  have  the following
meanings:

     "Affiliate"  means,  with  respect  to  any specified Person, (a)  any
subsidiary  of  such Person; (b) any other Person  directly  or  indirectly
controlling or controlled  by  or  under  direct or indirect common control
with such specified Person; (c) any other Person  that  owns,  directly  or
indirectly,  10%  or more of such specified Person's capital stock; (d) any
officer or director  of  (i) any such specified Person, (ii) any subsidiary
of such specified Person,  or  (iii)  any Person described in clause (b) or
(c) above; or (e) any heir or legatee or other Person having a relationship
with any natural Person by blood, marriage or adoption not more remote than
first cousin or any Person directly or indirectly controlling or controlled
by or under common control with such other  Person described in this clause
(e). For purposes of this definition, (a) "control,"  with  respect  to any
specified  Person,  means  the  possession  of  the  power,  whether or not
exercised, to direct or cause the direction of the management  or  policies
of  such  person, directly or indirectly, whether through the ownership  of
voting securities,  by  contract  or otherwise, and the terms "controlling"
and "controlled" have meanings correlative to the foregoing and (b) none of
the Holders shall be deemed to be an Affiliate of the Company.

     "Agreement"  shall mean this Stockholders'  Agreement,  including  all
Exhibits hereto, as  it  may be amended, supplemented or otherwise modified
from time to time in accordance with its terms.

     "Approved Sale" has the meaning assigned to such term in Section 3(a).

     "Bankruptcy Code" shall  mean  Title  11  of  the  United  States Code
entitled "Bankruptcy," as amended, or any successor statute.

     "Board" shall mean the Board of Directors of the Company.

     "Common Shares" shall mean the issued and outstanding shares of common
stock, no par value, of the Company.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Forman" shall mean McLain J. Forman.

     "Majority Holders" shall mean a majority of the Common Shares  held of
record  by  the  TCW Funds and their respective Affiliates, so long as such
Persons hold at least 25% of the Common Shares, and, thereafter, shall mean
the Holders of record holding a majority of the Common Shares.

     "Major Decisions"  has  the  meaning  assigned to such term in Section
4(b).

     "Other  Holders" shall mean the Holders  designated  as  such  on  the
signature page hereto.

     "Permitted  Forman  Transferee"  shall  mean  any  friend of Forman or
immediate member of Forman's family who receives Securities  from Forman by
gift, donation or other gratuitous inter vivos Transfer.

     "Permitted Transfer" means (a) any Transfer by a Holder to  any of its
Affiliates,  (b)  any Transfer in connection with an Approved Sale and  (c)
any Transfer by Forman to a Permitted Forman Transferee.

     "Person" shall  mean any individual, corporation, partnership, limited
liability company, joint  venture, association, joint stock company, trust,
unincorporated  organization   or   government   or   agency  or  political
subdivision thereof.

     "Public  Offering"  has  the  meaning  assigned to such  term  in  the
Registration  Rights Agreement, dated as of January  14,  2000,  among  the
Company and each  of  the  other  Persons  listed  on  the  signature pages
attached thereto or otherwise party to such agreement.

     "Sale   of  the  Company"  means,  in  one  or  a  series  of  related
transactions,  the  sale of the Company to a Third Party or "group" (within
the meaning of Section  13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended) of Third  Parties  pursuant  to  which  such Person or
Persons acquire (a) securities representing a majority of the Common Shares
of  the Company on a fully-diluted basis (whether by merger, consolidation,
sale,  liquidation,  dissolution,  or transfer of the Company's outstanding
securities) or (b) all or substantially all the Company's assets determined
on a consolidated basis.

     "SEC" means the Securities and  Exchange  Commission, or any successor
agency thereto.

     "Securities"  shall mean the Common Shares and  any  other  shares  of
capital stock (and any  other securities convertible into, exchangeable for
or otherwise exercisable  for  shares  of  capital  stock)  of  the Company
existing on the date of this Agreement or issued hereafter.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Selling  Holders"  has  the  meaning assigned to such term in Section
3(a).

     "TCW Funds" shall mean each of the parties to this Agreement listed as
a "TCW Fund" on the signature pages  hereto and any Affiliate of such party
that holds at any time any of the Securities.

     "Third Party" shall mean with respect  to  any  proposed transferee of
Securities, any Person other than an Affiliate of the  proposed  transferor
of such Securities.

     "Transfer" has the meaning assigned to such term in Section 2(a).

     "Transferee" has the meaning assigned to such term in Section 2(a).

     "Transferor" has the meaning assigned to such term in Section 2(a).


                                 SECTION 2
                   GENERAL PROVISIONS REGARDING TRANSFER

     (a)  GENERAL RESTRICTIONS.  So long as this Agreement shall remain  in
force, no Securities may be issued, sold, assigned, transferred, given away
or  in  any  way  disposed  of  by  any  Holder (any of the foregoing being
hereinafter referred to as a "Transfer"),  other  than pursuant to a Public
Offering, unless:

          (i)  the  Person  in  whose  favor  such  Transfer   is  made  (a
     "Transferee") shall deliver to the Company a written acknowledgment of
     such  Transferee,  in  the  form  attached  as  Exhibit  A,  that  the
     Securities  to  be  transferred  are  subject  to  this  Agreement and
     confirming  the  Agreement  of  such  Transferee  to  be bound by  the
     provisions of this Agreement;

          (ii)  if  such  Transfer shall be made other than pursuant  to  a
     public offering registered under the Securities Act, and in accordance
     with applicable state  law, the person proposing to make such Transfer
     (the "Transferor") shall  give to the Company, if reasonably requested
     by the Company, a written opinion  in  form  and  substance reasonably
     satisfactory  to the Company's legal counsel to the  effect  that  the
     proposed Transfer  may  be  effected  without  registration  under the
     Securities Act or any applicable state law; and

          (iii) the Transferor shall (A) take all such actions and  execute
     and  deliver  all  such  documents  as  may be necessary or reasonably
     requested by the Company in order to consummate  the  Transfer of such
     Securities  to such Transferee and (B) reimburse the Company  for  all
     costs and expenses  incurred  by  the  Company  in connection with the
     Transfer, including, but not limited to, any applicable stock transfer
     taxes.

Any attempted Transfer other than in accordance with this  Agreement  shall
be  void,  and  the Company shall refuse to recognize any such Transfer and
shall not reflect  on  the Company's records any change in record ownership
of the Securities pursuant to any such attempted Transfer.

     (b)  PLEDGE AND HYPOTHECATION PROHIBITED.  Prior to a Public Offering,
without the prior written consent of the Majority Holders, no Holder (other
than the TCW Funds and Forman)  shall  in any manner pledge, hypothecate or
encumber, or grant options with respect  to,  any Securities; provided that
any pledgee or other potential Transferee of the  TCW Funds or Forman shall
agree to be bound by the provisions of this Agreement  with  respect to any
Securities   that   are  Transferred  as  a  result  of  any  such  pledge,
hypothecation, encumbrance  or  other option grant pursuant to this Section
2(b).

     (c)  RULES 144 AND 144A.

          (i)  RULE 144.  The Company  covenants  that  it  will  file  any
reports  required  to  be  filed  by  it  under  the Securities Act and the
Exchange Act (or, if the Company is not required to  file  such reports, it
will, upon the request of any Holder of Securities, make publicly available
such information) and that it will take such further action  as the Holders
of  Securities may reasonably request to the extent required from  time  to
time  to  enable such Holders to sell Securities without registration under
the Securities Act within the limitation of the exemptions provided by Rule
144 under the  Securities  Act,  as  such  Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the SEC.  Upon
the request of any Holder of Securities, the  Company  will deliver to such
Holder  (i)  a  written statement as to whether it has complied  with  such
reporting requirements and (ii) at the Company's expense, an opinion of the
Company's  counsel  as  to  the  availability  of  an  exemption  from  the
registration  requirements  of  the  Securities  Act  in  connection with a
proposed transfer of Securities by such Holder.

          (ii) RULE 144A.  The Company shall, at all times  during which it
is neither subject to the reporting requirements of Section 13  or 15(d) of
the  Exchange  Act,  nor  exempt  from reporting pursuant to Rule 12g3-2(b)
under the Exchange Act, promptly upon  the written request of any Holder of
Securities,  provide  in  writing to such Holder  and  to  any  prospective
transferee  of  any  of  the Securities  of  such  Holder  the  information
concerning the Company described  in  Rule  144A(d)(4) under the Securities
Act ("Rule 144A Information"). The Company also  shall,  upon  the  written
request  of  any such Holder, cooperate with and assist such Holder or  any
member of the  National  Association  of  Securities  Dealers,  Inc. PORTAL
system in applying to designate and thereafter maintain the eligibility  of
the  Common  Stock  for  trading  through PORTAL. The Company's obligations
under this Section 2(c) shall at all  times be contingent upon receipt from
the prospective transferees of Securities  of  a  written agreement to take
all  reasonable  precautions  to safeguard the Rule 144A  Information  from
disclosure to anyone other than  Persons who will assist such transferee in
evaluation the purchase of the Securities.

                                 SECTION 3
                            SALE OF THE COMPANY

     (a)  APPROVED SALE.  If Holders  holding  75%  or  more  of the Common
Shares  (the  "Selling Holders") approve a Sale of the Company to  a  Third
Party or group  of  Third  Parties  and  the  Board has obtained a fairness
opinion from a reputable, disinterested investment  banker  with respect to
such sale (an "Approved Sale"), then each Holder will consent  to and raise
no  objections  against  the  Approved  Sale.  If the Approved Sale (A)  is
structured  as  a merger or consolidation,  each  Holder  shall  waive  any
dissenters' rights,  appraisal rights, or similar rights in connection with
such merger or consolidation, or (B) is structured as a sale of securities,
each Holder shall agree  to  sell all of his or its Securities on the terms
and conditions approved by the  Majority  Holders.   Each Holder shall take
all necessary or desirable actions in connection with  the  consummation of
the Approved Sale as requested by the Company.

     (b)  OTHER SECURITIES.  The obligations of the Holders with respect to
the  Approved  Sale  are  subject  to  the  condition  that each Holder  of
Securities  then  currently convertible, exchangeable, or  exercisable  for
Common Shares shall  be  given an opportunity at the election of the Holder
to either (A) exercise such  rights before the consummation of the Approved
Sale and participate in such sale  as  Holders  of Common Shares, or (B) to
sell such Securities as part of such Approved Sale  at a price equal to the
full purchase price determined for Common Shares as part  of  the  Approved
Sale, reduced by the aggregate exercise price for such Securities.

     (c)  PURCHASER  REPRESENTATIVE.  If the Company or the Selling Holders
enter into any negotiation  or  transaction  for which Rule 506 promulgated
under  the  Securities Act (or any similar rule  then  in  effect)  may  be
available with  respect  to  such  negotiation  or transaction (including a
merger, consolidation, or other reorganization),  each  Holder will, at the
request of the Company, appoint either a purchaser representative  (as such
term  is  defined  in  Rule  501  promulgated  under  the  Securities  Act)
designated by the Company, in which event the Company will pay the fees  of
such   purchaser   representative,   or  another  purchaser  representative
(reasonably acceptable to the Company),  in which event such Holder will be
responsible for the fees of the purchaser representative so appointed.

     (d)  EXPENSES OF SALE.  Each Holder transferring  Securities  pursuant
to  this  Section 3 will bear its pro rata share (based upon the number  of
Securities  to  be sold) of the costs of any sale of Securities pursuant to
an Approved Sale  to  the extent such costs are incurred for the benefit of
all such Holders of Securities and are not otherwise paid by the Company or
the acquiring party.  Costs  incurred by the Holders of Securities on their
own behalf will not be considered  costs of the Approved Sale.  Each Holder
transferring Securities pursuant to  this  Section  3 shall be obligated to
join on a pro rata basis (based upon the number of Securities  to  be sold)
in any indemnification or other obligations that are part of the terms  and
conditions  of  the  Approved  Sale  (other  than any such obligations that
relate specifically to a particular Holder, such  as  indemnification  with
respect  to representations and warranties given by a Holder regarding such
Holder's  title  to  and  ownership  of  Securities);  PROVIDED,  that  the
aggregate amount  of  all payments made by each Holder (other than payments
in respect of any such obligations that relate specifically to a particular
Holder) in satisfaction  of claims for indemnification shall not exceed the
aggregate proceeds of the Securities Transferred pursuant to this Section 3
by such Holder.


                                 SECTION 4
          BOARD OF DIRECTORS REPRESENTATION AND MANAGEMENT RIGHTS

     (a)  REPRESENTATION.  The TCW Funds shall be entitled to designate one
(1) member of the Board (the  "TCW Designee"), unless and until the earlier
of such date that (i) the TCW Funds  collectively  own  less than 5% of the
Common  Shares,  or  (ii) solely as a result of any Transfers  by  the  TCW
Funds, the TCW Funds collectively  own  less than 10% of the Common Shares.
Jefferies & Company, Inc. ("Jefferies") shall  be entitled to designate one
(1) member of the Board (the "Jefferies Designee"),  unless  and  until the
earlier  of  such  date  that (i) Jefferies owns less than 5% of the Common
Shares, or (ii) solely as a result of any Transfers by Jefferies, Jefferies
owns  less than 10% of the  Common  Shares.   McLain  J.  Forman  shall  be
entitled  to designate one (1) member of the Board (the "Forman Designee"),
unless and  until the date he has Transferred 50% or more of the Securities
of the Company  that  he  owned as of the date hereof to Persons other than
Permitted Forman Transferees and the aggregate ownership interest of Forman
and Permitted Forman Transferees  represents (or which when converted into,
exchanged for or exercised for shares  of capital stock of the corporation,
would represent) less than 10% of the voting  power  of  the  Company.  Any
Person  entitled  to  designate  a  member  of  the  Board pursuant to  the
foregoing  provisions  also  shall  be entitled, exclusively  and  in  such
person's sole discretion, to designate  such  member  for  removal from the
Board.   The  Holders shall take all action within their respective  power,
including the voting  of  Common  Shares, required to cause the election of
the TCW Designee, the Jefferies Designee  and  the  Forman  Designee to the
Board, or to remove any member of the Board designated for removal  by  the
TCW Funds, Jefferies or Forman, as applicable.  The TCW Funds and Jefferies
shall  select  which  Board  member  shall  serve as Chairman of the Board;
provided that such Holder is entitled to designate a member of the Board at
such time.  The parties agree that a fourth director  shall  be  elected by
the  stockholders  of  the Company in accordance with the Company's bylaws.
The parties understand that  neither  the  TCW  Designee  nor the Jefferies
Designee nor the fourth director to be elected by the stockholders may be a
current  director,  officer, or employee of Jefferies or any  Affiliate  of
Jefferies.  Any Person entitled to designate a member of the Board pursuant
to  the  foregoing  provisions  agrees  to  certify  in  writing,  in  form
reasonably satisfactory  to  the  Company,  the  number  of  Common  Shares
beneficially  owned  by  such  Person  as  of  the  record date set for the
stockholders meeting at which the directors will be elected  and to deliver
such certificate to the Company within five days after such record date.

     (b)  MAJOR DECISIONS.  Subject to clause (c) below, no action shall be
taken, sum expended, decision made or obligation incurred by or  on  behalf
of the Company with respect to any matter unless approved or ratified  by a
majority  of  the  Board  if such action would constitute a Major Decision.
"Major Decisions" shall mean and consist of the following:

          (i) approval of the  annual and quarterly capital expenditure and
     operating budgets of the Company;

          (ii) approving or incurring  any capital expenditure, purchase or
     other expenditure of the Company which  exceeds  in the aggregate with
     all other capital expenditures, purchases or other expenditures during
     the fiscal year in which such purchase or expenditure  is  approved or
     incurred, $50,000, unless such capital expenditure, purchase  or other
     expenditure   is   identified  in  the  annual  or  quarterly  capital
     expenditure and operating budget of the Company previously approved by
     the Board;

          (iii) the sale,  lease  or  other  disposition  of  assets of the
     Company, other than assets having a fair market value, individually or
     in the aggregate with assets sold, leased or otherwise disposed  in  a
     transaction or series of related transactions, of less than $50,000;

          (iv)  entering  into  any contract or agreement that could by its
     terms require an expenditure  by  the  Company  of  more  than $10,000
     during any fiscal year, whether for purposes of acquisition of seismic
     data, exploration or otherwise;

          (v) the incurrence or assumption of any indebtedness for borrowed
     money by, or the repayment (other than in accordance with the  express
     terms thereof) refinancing of any indebtedness of, the Company or  the
     granting  of  any  mortgage,  lien  or other encumbrance on any of the
     assets of the Company or the giving of any guaranty by the Company;

          (vi) the commitment to drill or  drilling  of  any  well (whether
     exploratory or developmental) by the Company;

          (vii) the issuance of any Securities of the Company;

          (viii)   terminating   or   materially   modifying  any  material
     agreement, including any lease relating to an oil and gas property, to
     which the Company is or hereafter becomes a party;

          (ix) the acquisition of a working interest  in or under any lease
     relating  to  an oil and gas property, or entering into  an  operating
     agreement with respect thereto;

          (x) the appointment  or  termination  of  the  officers or senior
     managers  of the Company and the establishment of (a)  benefit  plans,
     salaries and  bonuses for officers or directors of the Company and (b)
     the organizational  structure  and  staffing  plan,  including  salary
     ranges for each position;

          (xi) payment of any dividend, distribution, redemption payment or
     other payment to the stockholders of the Company;

          (xii) any amendment of the bylaws of the Company;

          (xiii) granting to any individual the authority to open and  draw
     checks  on  bank accounts in the name of the Company or endorse checks
     for deposit to such accounts;

          (xiv) any  decision  with  respect  to  the  principal  place  of
     business of the Company or the fiscal year of the Company;

          (xv)  the  entry by the Company into any transaction or agreement
     with any Affiliate of the Company; and

          (xvi) the engagement or retention of outside legal counsel by the
     Company.

     In addition, any  action by the Company to materially amend, modify or
supplement any document,  instrument, transaction or other matter described
above as a Major Decision shall  require  the approval of a majority of the
Board  if  the  same  as  so  amended, modified or  supplemented  would  be
inconsistent with the terms previously approved with respect thereto by the
Board.

     (c)  COMPENSATION.  Members  of the Board shall not be entitled to any
compensation for their service on such  Board  (other than reimbursement of
reasonable  out-of-pocket  expenses  incurred  in  connection   with  Board
meetings  or  director-related  activities  for services as a Board member)
without the written consent of Majority Holders; provided, however, that no
member of the Board who is an employee or officer  of (i) the Company, (ii)
any Holder or (iii) any Affiliate of the Company or  any  Holder  shall  be
entitled   to   compensation   (other   than  reimbursement  of  reasonable
out-of-pocket  expenses  incurred  in connection  with  Board  meetings  or
director-related activities for services) as a Board member.

     (d)  D&O INSURANCE.  The Company  shall at all times maintain in force
for the benefit of all directors and officers  of the Company coverage from
a  reputable  insurer  selected  by  the  Majority Holders  with  coverages
(including, without limitation, commercially  available  coverages  against
environmental  liabilities)  which  are  not  less than Twenty Five Million
Dollars ($25,000,000) and deductibles which are  approved  by  the Majority
Holders.  If  the  Company  shall ever fail to pay when due any premium  or
other charge with respect to  such insurance coverage, or otherwise fail to
renew such coverage, the Majority  Holders or their Affiliates may pay such
premium or charge, or renew such coverage,  and  the Company shall promptly
reimburse such Majority Holders or their Affiliates.


                                 SECTION 5
                          BUSINESS OPPORTUNITIES

     Any of the Majority Holders and any member of  the  Board who is a TCW
Designee and Forman (subject to the restrictions as set forth in Article V,
Section  3  of  his  Employment  Agreement),  or  any  of  their respective
Affiliates, may engage or possess an interest in another business, activity
or Person of any kind, nature or description, independently or with others,
regardless  of whether such business, activity or Person involves  the  oil
and gas exploration  and  development  business or is otherwise competitive
with the Company.  Neither the Company nor  any  Holder  or  member  of the
Board  shall have any rights or obligations by virtue of this Agreement  or
the relationship  created hereby in or to such venture or income or profits
or losses derived therefrom,  and  the  pursuit  of  such  venture, even if
competitive with the business of the company, shall not be deemed  wrongful
or  improper.   Nothing  in  this  Agreement or any fiduciary or other duty
created hereby or as a result of serving  as a member of the Board or being
a shareholder of the Company is intended to  impose  on any of the Majority
Holders  or  any  member  of  the  Board who is a TCW Designee  and  Forman
(subject to the restrictions as set  forth  in  Article V, Section 3 of his
Employment  Agreement),  or  any  of  their  respective   Affiliates,   the
obligation  to  make  available  to  the Company or any Holder any specific
investment  or other business opportunity  or  to  share  in  or  impose  a
constructive  trust on any fees, property or other considerations earned or
investments made  by any of the Majority Holders or any member of the board
who is a TCW Designee  and Forman (subject to the restrictions as set forth
in Article V, Section 3  of  his  Employment  Agreement),  or  any of their
respective Affiliates, including, without limitation, any investment  funds
or partnerships in which such Persons may participate.


                                 SECTION 6
                               CERTIFICATES

     (a)  RESTRICTIVE   ENDORSEMENTS.    Each  certificate  evidencing  any
Securities shall bear a legend in substantially the following form:

          "The securities evidenced by this certificate are subject to
     a Stockholders' Agreement dated as of January 14, 2000, copies of
     which are on file at the principal office  of the corporation and
     will be furnished to the Holder on request to  the  Secretary  of
     the  corporation.  Such  Stockholders'  Agreement provides, among
     other things, for certain restrictions on voting, sale, transfer,
     pledge,  hypothecation  or other disposition  of  the  securities
     evidenced by this certificate."

In addition, unless counsel to  the Company has advised that such legend is
no longer needed, each certificate  evidencing  the Securities shall bear a
legend in substantially the following form:

          "The securities evidenced by this certificate  have not been
     registered  pursuant  to  the Securities Act of 1933, as  amended
     (the "Act"), or any state securities law, and such securities may
     not be sold, transferred or otherwise disposed of unless the same
     are registered and qualified  in  accordance with the Act and any
     applicable state securities laws, or  in  the  opinion of counsel
     reasonably satisfactory to the corporation such  registration and
     qualification are not required."

     (b)  REPLACEMENT  CERTIFICATES.   Upon  receipt  by  the   Company  of
evidence  reasonably satisfactory to it of the loss, theft, destruction  or
mutilation of any of its respective certificates evidencing any Securities,
and (in the  case  of  loss,  theft or destruction) of indemnity reasonably
satisfactory to it, upon surrender  and cancellation of such certificate or
receipt of such indemnity, the Company will execute, register and deliver a
new certificate of like tenor in lieu  of  such  lost, stolen, destroyed or
mutilated certificate.


                                 SECTION 7
                             EQUITABLE RELIEF

     The  parties  hereto  agree  and declare that legal  remedies  may  be
inadequate to enforce the provisions  of  this Agreement and that equitable
relief, including specific performance and  injunctive  relief, may be used
to enforce such provisions.

                                 SECTION 8
                               MISCELLANEOUS

     (a)  COMPANY  INFORMATION.   The Company agrees that so  long  as  the
Company shall not have registered any of its Securities pursuant to Section
12 of the Exchange Act, or filed a  registration  statement pursuant to the
requirements of the Securities Act, the Company will  cause to be conducted
an  annual  audit  of  the Company and will distribute quarterly  financial
statements to the shareholders,  along  with a brief and general summary of
the financial condition of the Company prepared by management.

     (b)  NOTICES.  All notices and other  communications  provided  for or
permitted  under  this Agreement shall be made in writing by hand-delivery,
certified first-class  mail, return receipt requested, next-day air courier
or facsimile, in the case of the case of the Company, as follows:

                    Forman Petroleum Corporation
                    650 Poydras Street, Suite 2200
                    New Orleans, Louisiana 70130
                    Attn:  McLain J. Forman

or, if to the Holders, to  the  addresses  listed  below their names on the
signature pages hereto and, if to any other Person who  is  the  registered
Holder of any Securities, to the address for the purpose of such Holder  as
it  appears  in the stock ledger of the Company or at such other address as
such party may  have  furnished  in writing to each other party hereto. Any
notice shall be deemed to have been  duly  given when delivered by hand, if
personally delivered, and if sent by mail, two  business  days  after being
deposited in the mail, postage prepaid.

     (c)  AMENDMENT.  This Agreement may be changed, modified or amended by
a  writing  signed  by  the Majority Holders; provided that no such change,
modification or amendment  shall  be  enforceable against any party to this
Agreement  whose rights or obligations hereunder  will  be  materially  and
adversely affected  thereby  unless the same shall be in writing and signed
by such party.

     (d)  TERMINATION.  This Agreement  may be terminated at any time by an
instrument in writing signed by the Majority Holders and, for so long as he
is entitled to designate a member of the  Board  pursuant  to Section 4(a),
Forman,  provided  that,  for  so long as he or his heirs and legatees  own
Securities of the Company, Section 2(c) shall not be terminated without the
consent of Forman.

     (e)  WAIVER.  No failure or delay on the part of the parties or any of
them in exercising any right, power  or privilege hereunder, nor any course
of dealing between the parties or any  of them shall operate as a waiver of
any such right, power or privilege nor shall any single or partial exercise
of any such right, power or privilege preclude  the  simultaneous  or later
exercise  of  any  other right, power or privilege. The rights and remedies
herein expressly provided  are  cumulative  and  are  not  exclusive of any
rights  or remedies which the parties or any of them would otherwise  have.
No notice  to  or  demand  on  the Company shall entitle the Company to any
other or further notice or demand  in  similar  or  other  circumstances or
constitute a waiver of the rights of the other parties or any  of  them  to
take  any  other  or  further action in any circumstances without notice or
demand.

     (f)  COUNTERPARTS.   This  Agreement  may  be  executed in two or more
counterparts, each of which shall be deemed to be an  original  but  all of
which together shall constitute one and the same instrument.

     (g)  GOVERNING  LAW.   This Agreement shall be construed in accordance
with and governed by the internal laws of the State of Louisiana applied to
contracts to be made and to be  performed  therein without giving effect to
the considerations of conflicts of laws.

     (h)  FILING.  A copy of this Agreement  and  of  all amendments hereto
shall be filed at the principal office of the Company.

     (i)  ALL SECURITIES SUBJECT TO THIS AGREEMENT.

          (i)  Any Securities now or hereafter held by  any Person who is a
party  to  this  Agreement  shall  be  held by such Person subject  to  the
transfer and other restrictions of this  Agreement and such Person shall be
deemed to be a "Holder" for all such purposes of this Agreement;

          (ii) A Holder who ceases to own any Securities as provided for in
this Agreement shall cease to be a Holder  for  purposes of this Agreement;
and

          (iii) The provisions of this Agreement  shall  be deemed to apply
equally to any Security or other equity securities distributed  in  respect
of the Securities.

     (j)  BENEFIT AND BINDING EFFECT.  Except as otherwise provided in this
Agreement,  no  right  under  this  Agreement  shall  be assignable and any
attempted  assignment in violation of this provision shall  be  void.   The
rights of McLain J. Forman under this Agreement shall vest automatically in
his heirs and  legatees  upon  compliance  with the requirements of Section
2(a), except that no legal opinion shall be required.

     (k)  SEVERABILITY.   In  the  event  that  any  one  or  more  of  the
provisions   contained   herein,   or  the  application  thereof   in   any
circumstance,  is held invalid, illegal  or  unenforceable,  the  validity,
legality and enforceability  of  any such provisions in every other respect
and of the remaining provisions contained  herein  shall not be affected or
impaired thereby.

     (l)  FURTHER ASSURANCES.  Each Holder shall cause  all Securities that
are entitled to vote and are registered in the name of such  Holder  to  be
voted,  and  will otherwise take or cause to be taken all such other action
as may be necessary,  to  implement  the  provisions  of this Agreement and
shall not take any action inconsistent herewith or therewith.



                         *  *  *  *  *  *  *  *  *



<PAGE>
     IN   WITNESS   WHEREOF,   the   parties  hereto  have  executed   this
Stockholders' Agreement as of the day and year first above written.

                              FORMAN PETROLEUM CORPORATION, a Louisiana
                              corporation



                              By:   /s/ McLain J. Forman
                                   --------------------------------------
                                   Name: McLain J. Forman
                                   Title: CEO




                              TCW FUNDS:

                              TCW/CRESCENT MEZZANINE PARTNERS, L.P.
                              TCW/CRESCENT MEZZANINE TRUST
                              TCW/CRESCENT MEZZANINE INVESTMENT
                                PARTNERS, L.P.

                              By:  TCW/Crescent Mezzanine, L.L.C.
                                   Its General Partner or Managing Director

                              By:   /s/ Nicholas W. Tell, Jr.
                                   --------------------------------------
                                   Name: Nicholas W. Tell, Jr.
                                   Title: Managing Director

                              By:   /s/ Darryl L. Schall
                                   --------------------------------------
                                   Name: Darryl L. Schall
                                   Title:  Senior Vice President

                              TCW SHARED OPPORTUNITY FUND II, L.P.

                              By:  TCW Asset Management Company,
                                   Its Investment Manager

                              By:   /s/ Nicholas W. Tell, Jr.
                                   --------------------------------------
                                   Name: Nicholas W. Tell, Jr.
                                   Title: Managing Director

                              By:   /s/ Darryl L. Schall
                                   --------------------------------------
                                   Name: Darryl L. Schall
                                   Title: Senior Vice President


                              TCW LEVERAGED INCOME TRUST, L.P.

                              By:  TCW Advisors (Bermuda), Ltd.
                                   As General Partner

                              By:   /s/ Nicholas W. Tell, Jr.
                                   --------------------------------------
                                   Name: Nicholas W. Tell, Jr.
                                   Title: Managing Director

                              By:  TCW Investment Management Company,
                                   As Investment Advisor

                              By:    /s/ Darryl L. Schall
                                   --------------------------------------
                                   Name: Darryl L. Schall
                                   Title: Senior Vice President


<PAGE>
                              OTHER HOLDERS:

                              JEFFERIES & COMPANY, INC.


                              By:   /s/ Jerry M. Gluck
                                   --------------------------------------
                                   Name: Jerry M. Gluck
                                   Title: Executive Vice President


<PAGE>

                              BANKAMERICA INVESTMENT CORP.



                              By:   /s/ P.F. Van Winkle
                                   --------------------------------------
                                   Name: P.F. Van Winkle
                                   Title: Attorney-in-Fact


<PAGE>

                              KOCH INDUSTRIES, INC.

                              By:   /s/ James R. McBride
                                   --------------------------------------
                                   Name: James R. McBride
                                   Title:




<PAGE>
                              MCLAIN J. FORMAN
                                     /s/ McLain J. Forman
                                   --------------------------------------
                                     McLain J. Forman



<PAGE>
                          ____________________________________________
                             Type or Print Name of Beneficial Holder



                              By:
                                   --------------------------------------
                                   Name:
                                   Its:


                              Address:------------------------------

                              --------------------------------------

                              --------------------------------------

                              --------------------------------------








<PAGE>
                                 EXHIBIT A

                       ACKNOWLEDGMENT OF TRANSFEREE


     This  Acknowledgment  ("Acknowledgment")  is  executed pursuant to the
terms of the Stockholders' Agreement of Forman Petroleum  Corporation  (the
"Company") dated as of January 14, 2000, a copy of which is attached hereto
(the   "Agreement"),   by  the  transferee  ("Transferee")  executing  this
Acknowledgment.  By the  execution  of  this Acknowledgment, the Transferee
agrees as follows:

     1.   ACKNOWLEDGMENT.   Transferee  acknowledges   that  Transferee  is
acquiring  certain  Securities  of the Company, subject to  the  terms  and
conditions of the Agreement (including  the Exhibits thereto).  Capitalized
terms used herein without definition are  defined  in the Agreement and are
used herein with the same meanings set forth therein.

     2.   AGREEMENT.  Transferee (a) agrees that the Securities acquired by
Transferee  shall  be bound by and subject to the terms  of  the  Agreement
(including the Exhibits  thereto) and (b) hereby joins in, and agrees to be
bound by, the Agreement (including  the  Exhibits  thereto)  with  the same
force and effect as if he were originally a party thereto.

     3.   NOTICE.  Any notice required as permitted by the Agreement  shall
be  given to Transferee at the address listed beside Transferee's signature
below.

     4.   JOINDER.    The   spouse   of   the  undersigned  Transferee,  if
applicable, executes this Acknowledgment to  acknowledge  its  fairness and
that  it  is  in  such  spouse's  best interests, and to bind such spouse's
community interest, if any, in the Securities to the terms of the Agreement
(including the Exhibits thereto).

     EXECUTED AND DATED on this _____ day of ________________, _________.

                              TRANSFEREE:


                              By:
                                    --------------------------------------
                              Notice
                              Address:------------------------------------
                                      ------------------------------------
                                      ------------------------------------
                                      ------------------------------------



                              SPOUSE:


                              By:
                                  --------------------------------------