PROMISSORY NOTE



$500,000.00                                             Oklahoma City, Oklahoma
                                                                  March 7, 1997



     For  value  received,  the  undersigned,  The  Beard  Company, an Oklahoma
corporation (the "Maker"), agrees to all of the terms of this  Promissory  Note
(this "Note") and promises to pay to the order of William M. Beard and Lu Beard
as  Trustees  of  the  William  M. Beard and Lu Beard 1988 Charitable Unittrust
(individually and collectively called the "Holder"), at Enterprise Plaza, Suite
320, 5600 N. May, Oklahoma City,  Oklahoma 73112, or at such other place as may
be designated in writing by the Holder  of this Note, the principal sum of Five
Hundred  Thousand Dollars ($500,000.00) or,  if  less  than  such  amount,  the
aggregate  unpaid  principal amount of all advances or loans made by the Holder
to the Maker, and all  interest accruing thereon.  This Note will be payable as
follows:


     Interest will accrue on the unpaid principal balance of this Note
     at the per annum interest rate of ten percent (10%) (the "Applicable 
     Rate").  Interest will commence to accrue on the date thereof and there-
     after until this Note is paid in full.  Interest will be computed for the 
     actual number of days  elapsed  at  a  per  diem  charge based on a year
     consisting of three hundred sixty (360) days.  All obligations evidenced 
     by  and  owing  pursuant  to  the  terms  of this Note, including  princi-
     pal and interest, are due and payable  March  7, 1999.


     Both principal  and  interest owing pursuant to the terms of this Note
are payable in the lawful currency  of  the United States of America and in
immediately available funds.  The Holder may disburse the principal of this
Note to the Maker in one or more advances  or  loans  as  determined by the
Holder  in  his  sole discretion.  All payments made on this Note  will  be
applied to this Note when received by the Holder hereof in collected funds.
Any sum not paid when  due  will  bear  interest  at  the rate equal to the
Applicable Rate plus five percent (5%) and will be paid at the time of, and
as a condition precedent to, the curing of any "Default",  as  that term is
hereinafter defined in this Note.  During the existence of any Default, the
Holder of this Note may apply payments received on any amount due hereunder
or under the terms of any instrument hereafter evidencing or securing  said
indebtedness as the Holder may determine.

     The  Maker agrees that if, and as often as, this Note is placed in the
hands of an  attorney  for  collection  or  to defend or enforce any of the
Holder's rights hereunder, the Maker will pay  to the Holder all reasonable
attorney's  fees  and  all expenses incurred by the  Holder  in  connection
therewith.


                                                                       HMJR

     THIS NOTE IS GIVEN BY THE MAKER AND ACCEPTED BY THE HOLDER PURSUANT TO
A LENDING TRANSACTION CONTRACTED,  CONSUMMATED,  AND  TO  BE  PERFORMED  IN
OKLAHOMA  CITY, OKLAHOMA COUNTY, OKLAHOMA, AND THIS NOTE SHALL BE CONSTRUED
ACCORDING TO  THE  LAWS  OF  THE  STATE  OF  OKLAHOMA.   The payment of all
indebtedness evidenced by this Note is unsecured.  However, in the event of
any Default, the Holder may request, and the Maker agrees to furnish to the
Holder, agreeable collateral and such security agreements  as the Maker may
reasonably require to secure the indebtedness.

     At the option of the Holder, the unpaid balance of this  Note, and all
other  obligations of the Maker to the Holder, whether direct or  indirect,
absolute  or  contingent,  now  existing or hereafter arising, shall become
immediately due and payable without  presentment, protest, notice or demand
upon the occurrence or existence of one  or more of the following events or
conditions ("Default"):

     1.   any payment required by this Note or any other note or obligation
of the Maker to the Holder or to others is  not made when due in the amount
required; and

     2.   any default or breach occurs in the  performance of any covenant,
obligation, representation, warranty, or provision  contained  in this Note
or in any other note or obligation of the Maker to Holder or to others;

     No waiver of any payment or other right under this Note by  the Holder
shall  operate  as  a  waiver  of any other payment or right.  Any payments
hereunder may, at the option of  the  Holder,  be recorded on this Note and
shall be prima facie evidence of such payments and  the  unpaid  balance of
this Note.

     The Maker has the right to prepay this Note in whole or in part at any
time  and  from  time  to time without premium or penalty, but with accrued
interest to the date of the prepayment on the amount prepaid.

     The  Maker waives presentment  for  payment,  protest  and  notice  of
     nonpayment.

     IN WITNESS  WHEREOF,  the Maker has executed this instrument effective
     on the date first above written.


ATTEST:                                 THE BEARD COMPANY


REBECCA G. WITCHER                      HERB MEE, JR.
Rebecca G. Witcher, Secretary           Herb Mee, Jr., President


                                                                          HMJR