REGISTRATION RIGHTS AGREEMENT



                                   Among



                       FORMAN PETROLEUM CORPORATION


                                    And


          EACH OF THE OTHER PERSONS LISTED ON THE SIGNATURE PAGES
           ATTACHED HERETO OR OTHERWISE PARTY TO THIS AGREEMENT





                             January 14, 2000






<PAGE>
                       REGISTRATION RIGHTS AGREEMENT


     This  Registration Rights Agreement (this "Agreement") is entered into
this 14th day  of January, 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.

                           W I T N E S S E T H:

     WHEREAS,  pursuant  to  that  certain  Second  Amended  Joint  Plan of
Reorganization   of  the  Company  and  Noteholder  Plan  Proponents,  with
Immaterial Modifications, the Company has issued shares of Common Stock (as
hereinafter defined)  of  the  Company  representing 100% of the issued and
outstanding Common Stock and Warrants (as  hereinafter  defined) to acquire
additional shares of Common Stock; and

     WHEREAS,  the  parties  hereto desire to set forth certain  additional
agreements  among  them  relating   to   the   Registrable  Securities  (as
hereinafter defined) owned by the Common Shareholders and Forman.

     NOW, THEREFORE, in consideration of the mutual  promises and covenants
herein contained, the parties hereto agree as follows:

     Section 1. DEFINED TERMS.  The following capitalized  terms  when used
in this Agreement shall have the following meanings:

     "Agreement" shall have the meaning set forth in the first paragraph of
this Agreement.

     "Common  Shareholders"  shall  collectively  mean  each of the Persons
listed on the signature pages attached hereto or otherwise  party  to  this
Agreement who as of such date owns outstanding shares of Common Stock.

     "Common Stock" means the common stock, no par value, of the Company.

     "Company"  shall  have the meaning set forth in the first paragraph of
this Agreement.

     "Controlling Holders"  means  the  TCW  Funds,  unless  and  until the
earlier  of such date that (a) the TCW Funds collectively own less than  5%
of the Registrable  Securities,  or (b) solely as a result of any Transfers
(as defined in the Stockholders' Agreement) by the TCW Funds, the TCW Funds
collectively  own  less  than  10%  of  the  Registrable  Securities,  and,
thereafter,   Holders  of  a  majority  of   the   Registrable   Securities
participating in a registration pursuant to this Agreement.

     "Demand Registration"  means  a  demand  registration  as  defined  in
Section 2(a) hereof.

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

     "Forman" shall mean McLain J. Forman.

     "Holders"   means   the   Common  Shareholders  and  Forman,  and  any
combination of them, and the term "Holder" shall mean any such Person.

     "Inspector" shall have the  meaning  set  forth  in Section 2(e)(x) of
this Agreement.

     "new rights" shall have the meaning set forth in Section  2(j) of this
Agreement.

     "Person"   means  an  individual,  corporation,  partnership,  limited
liability company,  business  trust,  joint  stock  company, unincorporated
association, or other entity of whatever nature.

     "Piggyback Registration" means a  piggyback registration as defined in
Section 2(b) hereof.

     "Prospectus"  means  the  prospectus  included  in  any   Registration
Statement  (including,  without  limitation,  a  prospectus  that discloses
information  previously  omitted  from  a  prospectus filed as part  of  an
effective  registration statement in reliance  upon  Rule  430A  under  the
Securities Act),  as  amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities covered by such  Registration Statement and all other amendments
and supplements to the prospectus, including post-effective amendments, and
all material incorporated by  reference  or  deemed  to  be incorporated by
reference in such prospectus.

     "Public Offering" means any underwritten public offering, initiated by
resolution  of the board of directors of the Company, of the  Common  Stock
pursuant to an  effective registration statement filed under the Securities
Act.

     "Recommended  Number" shall have the meaning set forth in Section 2(b)
of this Agreement.

     "Registrable Securities"  means  (a)  all shares of Common Stock owned
beneficially or of record by the Holders, (b)  all  shares  of Common Stock
issued  or issuable upon exercise of any Warrants, but only to  the  extent
that such  shares  of  Common  Stock  have  actually been issued or will be
issued  so  as  to allow simultaneous exercise of  the  Warrants  with  the
registration rights  provided pursuant to this Agreement, and (c) any other
securities issued by the Company after the date hereof with respect to such
shares of Common Stock  by  means  of exchange, reclassification, dividend,
distribution, split up, combination, subdivision, recapitalization, merger,
spin-off, reorganization or otherwise;  provided,  however,  that as to any
Registrable   Securities,   such   securities  shall  cease  to  constitute
Registrable Securities for the purposes  of this Agreement if and when: (i)
a Registration Statement with respect to the  sale of such securities shall
have been declared effective by the SEC and such securities shall have been
sold  pursuant  thereto;  (ii)  such securities shall  have  been  sold  in
compliance with of all applicable  resale  provisions of Rule 144 under the
Securities Act; or (iii) such securities cease to be issued and outstanding
for any reason.

     "Registration Statement" means any registration statement filed by the
Company  that  covers  any of the Registrable Securities  pursuant  to  the
provisions of this Agreement,  including  the  Prospectus included therein,
amendments and supplements to such registration  statement, including post-
effective  amendments,  all  exhibits,  and  all material  incorporated  by
reference or deemed to be incorporated by reference  in  such  registration
statement.

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

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

     "Stockholders'  Agreement" shall have the meaning set forth in Section
4(j).

     "TCW Funds" shall mean, collectively, TCW/Crescent Mezzanine Partners,
L.P.,  TCW/Crescent  Mezzanine  Trust,  TCW/Crescent  Mezzanine  Investment
Partners, L.P., TCW Shared  Opportunity  Fund  II, L.P.,  and TCW Leveraged
Income Trust, L.P.

     "Warrants" shall mean the Series A, Series  B,  Series  C and Series D
warrants to purchase Common Stock issued by the Company.

     Section 2. REGISTRATION RIGHTS

     (a)  DEMAND  REGISTRATION.  (i)  At any time, and from time  to  time,
after the earlier of  (A)  January  14,  2001 or (B) a Public Offering, the
Controlling Holders may make a written request  for  registration of all or
part of their Registrable Securities under the Securities  Act  (a  "Demand
Registration").   Within  ten days after receipt of any such request (which
shall  specify  the  number of  shares  of  Registrable  Securities  to  be
registered and the intended  method  of  disposition  thereof), the Company
shall  give  written  notice of such requested registration  to  all  other
Holders  of  Registrable   Securities   and   shall  include  in  any  such
registration all Registrable Securities with respect  to  which the Company
has received written requests for inclusion therein within  15  days  after
the receipt of the Company's notice.

          (ii) The  Controlling  Holders shall be entitled to have effected
up  to  four  Demand  Registrations  pursuant   to  this  Section  2(a).  A
registration  will not count as one of the permitted  Demand  Registrations
until it has been  declared  effective by the SEC and remains effective for
the period specified in Section  2(e)(i),  and  a registration initiated as
one  of the Demand Registrations will not count as  one  of  the  permitted
Demand  Registrations  unless  the Controlling Holders are able to register
and sell at least 50% of the Registrable Securities requested by them to be
included in such registration.   The  Controlling  Holders may, at any time
prior to the effective date of the Registration Statement  relating to such
registration,  revoke  such  request by providing a written notice  to  the
Company revoking such request.

          (iii) If the Controlling  Holders  so elect, the offering of such
Registrable Securities pursuant to such Demand Registration shall be in the
form of an underwritten offering.  The Controlling Holders shall select the
managing underwriters and any additional investment bankers and managers to
be used in connection with the offering; provided  that  the  lead managing
underwriter must be reasonably satisfactory to the Company.

          (iv) Neither  the Company nor any of its security holders  (other
than  the Holders) shall be  entitled  to  include  any  of  the  Company's
securities  in  a Registration Statement initiated as a Demand Registration
under this Section  2(a)  without  the  consent of the Controlling Holders;
provided  that  if  the  Company or its security  holders  are  allowed  to
participate, such participation shall be subject to Section 2(c) hereof.

          (v)  If any Demand  Registration which is proposed by the Company
to be effected by the filing of  a  Registration  Statement on Form S-3 (or
any  successor or similar short-form registration statement)  shall  be  in
connection  with  an  underwritten public offering and if the lead managing
underwriter shall advise  the  Company in writing that, in its opinion, the
use of another form of Registration  Statement is of material importance to
the success of such proposed offering,  then  such  registration  shall  be
effected  on  such  other  form.  The Company agrees to include in any such
Registration Statement all information  which,  in the opinion of the legal
counsel chosen by the Controlling Holders pursuant  to Section 2(f) hereof,
is required to be included.

          (vi) If the Company at any time grants to any  other  holders  of
the  Company's  securities  any rights to request the Company to effect the
registration under the Securities  Act  of  any  shares  of Common Stock on
terms  more  favorable  to  such holders than the terms set forth  in  this
Agreement,  the  terms  of  this  Agreement  shall  be  deemed  amended  or
supplemented to the extent necessary  to provide the Holders of Registrable
Securities with more favorable terms.

     (b)  PIGGYBACK REGISTRATION.  If the  Company  at any time proposes to
file a registration statement under the Securities Act  with  respect to an
offering  of  securities  (i) for the Company's own account (other  than  a
registration statement on Form  S-4 or S-8 (or any substitute form that may
be adopted by the SEC for transactions traditionally registered on Form S-4
or S-8) or (ii) for the account of  any of its security holders (other than
pursuant to a Demand Registration under  Section  2(a)),  then  the Company
shall  give  written  notice  of  such  proposed  filing to each Holder  of
Registrable Securities as soon as practicable (but  in  no event later than
the earlier to occur of (i) the tenth day following receipt  by the Company
of notice of exercise of other Demand Registration rights and  (ii) 45 days
before  the  filing  date),  and  such  notice  shall offer each Holder  of
Registrable Securities the opportunity to register such number of shares of
Registrable Securities as they may request within  30 days after receipt of
the Company's notice on the same terms and conditions  as  the Company's or
such other security holder's (a "Piggyback Registration").   The Holders of
Registrable  Securities shall be permitted to withdraw all or any  part  of
their Registrable  Securities  from  a  Piggyback  Registration at any time
prior  to  the  date  the  Registration  Statement filed pursuant  to  such
Piggyback Registration becomes effective with  the  SEC.   No  registration
statement effected under this Section 2(b) shall relieve the Company of its
obligations to effect a Demand Registration under Section 2(a).

     (c)  REDUCTION   OF   OFFERING.   Notwithstanding  anything  contained
herein, if the Demand Registration  pursuant  to  Section 2(a) or Piggyback
Registration is an underwritten offering and the lead  managing underwriter
of such offering reasonably determines that the size of  the  offering that
the  Company,  the Holders of Registrable Securities and any other  Persons
whose securities  are proposed to be included in such offering is such that
the offering or the  offering  price  would  be  materially  and  adversely
affected,  the  Company  will include in such registration in the following
order of priority (i) first,  all  Registrable  Securities  requested to be
included in such registration by the Common Shareholders pursuant  to  this
Section  2  (provided  that  if  the  number of such Registrable Securities
exceeds  the  number  recommended  by the lead  managing  underwriter  (the
"Recommended Number"), the number of  such  Registrable Securities included
in  such  registration  shall  be  allocated  pro  rata  among  the  Common
Shareholders  participating  in  such  registration  on the  basis  of  the
relative number of shares of Registrable Securities each  such  Holder  has
requested  to  be  included  in such registration), and (ii) second, to the
extent that the Registrable Securities  requested  to  be  included in such
registration by the Common Shareholders pursuant to this Section 2 are less
than  the Recommended Number, the securities proposed to be sold  by  other
Holders  of  Registrable  Securities,  allocated  pro rata among such other
Holders of Registrable Securities on the basis of the  number  of shares of
Registrable  Securities  each  such Holder has requested to be included  in
such registration, and (iii) third,  to  the  extent  that  the Registrable
Securities  requested  to  be  included in such registration by the  Common
Shareholders and other Holders of  Registrable  Securities pursuant to this
Section 2 are less than the Recommended Number, the  securities proposed to
be sold by other Persons, allocated pro rata among such  other  Persons  on
the  basis  of  the  number  of shares of Common Stock each such Person has
requested to be included in such registration.

     (d)  OTHER DEMAND REGISTRATION.   Forman  shall  be  entitled  to have
effected  up  to  two  Demand Registrations, provided that (i) neither such
Demand Registration may  be  commenced  until 180 days following an initial
Public  Offering by the Company, (ii) with  respect  to  the  first  Demand
Registration  that  may  be  effected by Forman pursuant to this paragraph,
Forman shall be entitled to demand  registration  of  all  or  part  of his
Registrable  Securities  and  (iii)  with  respect  to  his  second  Demand
Registration,  Forman shall only be entitled to demand registration of  all
or  part of his Registrable  Securities  to  the  extent  such  Registrable
Securities  have been issued or are issuable upon exercise of the Series B,
Series C or Series D Warrants.

     (e)  FILINGS;   INFORMATION.   Whenever  the  Holders  of  Registrable
Securities request that  any  Registrable Securities be registered pursuant
to this Section 2, the Company  will  use  its  best  efforts to effect the
registration of such Registrable Securities and to permit  the sale of such
Registrable   Securities   in  accordance  with  the  intended  method   of
disposition thereof,  as promptly as is practicable, and in connection with
any such request:

          (i)  the Company will  as  expeditiously as possible (but, in the
case of a Demand Registration pursuant  to  Section 2(a), in no event later
than 30 days after receipt of a request to file  a  Registration  Statement
with respect to such Registrable Securities), prepare and file with the SEC
a  Registration  Statement on any form for which the Company then qualifies
and which counsel  for the Company shall deem appropriate and available for
the sale of the Registrable  Securities  to  be  registered  thereunder  in
accordance with the intended method of distribution thereof and, subject to
Section  2(a)(v)  in the case of a Demand Registration, which is reasonably
satisfactory to the  Controlling Holders, and use its best efforts to cause
such Registration Statement  to become and remain effective for a period of
not less than 180 days (or such  shorter  period  which will terminate when
all Registrable Securities covered by such Registration Statement have been
sold); provided that if at the time the Company receives  a request to file
a  Registration  Statement  with  respect  to  Registrable Securities,  the
Company  is  engaged  in confidential negotiations  or  other  confidential
business  activities,  disclosure  of  which  would  be  required  in  such
Registration Statement (but  would  not  be  required  if such Registration
Statement  were  not  filed)  and  the  board of directors of  the  Company
determines  in  good  faith  that  such  disclosure   would  be  materially
detrimental to the Company and its stockholders, the Company  shall  have a
period  of  not  more  than  90  days  (less  the number of days during the
previous 12 months that the use of a Prospectus  was  suspended pursuant to
Section  2(e)(vi) and/or this Section 2(e)(i)) within which  to  file  such
Registration  Statement  measured from the date of the Company's receipt of
the request for registration  in  accordance with Section 2(a) hereof.  The
filing of a Registration Statement  may  only  be  deferred  once  for  any
potential transaction or event or related transactions or events that could
arise  as a result of negotiations or other activities and any Registration
Statement  whose  filing  has  been  deferred  as  a  result shall be filed
forthwith  if  the  negotiations  or  other  activities  are  disclosed  or
terminated.   In  order  to  defer  the  filing of a Registration Statement
pursuant  to  this  Section  2(e)(i),the  Company   shall   promptly,  upon
determining  to  seek such deferral, deliver to the Holders of  Registrable
Securities covered  by  such Registration Statement a certificate signed by
the President or Chief Financial  Officer  of  the Company stating that the
Company is deferring such filing pursuant to this Section 2(e)(i).

          (ii) the  Company  will  prepare  and  file  with  the  SEC  such
amendments  and  supplements  to  such  Registration  Statement   and   the
Prospectus  used  in  connection therewith as may be necessary to keep such
Registration Statement  effective  for  the  period  set  forth  in Section
2(e)(i)  and comply with the provisions of the Securities Act with  respect
to the disposition of all securities covered by such Registration Statement
during such  period  in accordance with the intended methods of disposition
by the sellers thereof set forth in such Registration Statement.

          (iii) the Company  will, prior to filing a Registration Statement
or  any  amendment  or  supplement  thereto,  furnish  to  the  Holders  of
Registrable Securities participating  in such registration (and one counsel
selected by such Holders) and each applicable managing underwriter, if any,
copies thereof for their review and approval  within a reasonable period of
time, and thereafter furnish to such Holders and  each such underwriter, if
any,  such number of copies of such Registration Statement,  amendment  and
supplement  thereto  (in  each  case  including  all  exhibits  thereto and
documents incorporated by reference therein) and the Prospectus included in
such Registration Statement (including each preliminary Prospectus) as such
Holders  or  each  such  underwriter  may  reasonably  request in order  to
facilitate the sale of the Registrable Securities.

          (iv) After the filing of the Registration Statement,  the Company
will promptly notify the Holders of Registrable Securities participating in
such  registration  of when the Registration Statement has become effective
and of any stop order  issued or, to the Company's knowledge, threatened to
be issued by the SEC and  take  all  reasonable actions required to prevent
the  entry  of such stop order or to remove  it  as  soon  as  possible  if
entered.

          (v)  the  Company  will  use  its  best  efforts  to  qualify the
Registrable  Securities  for offer and sale under such other securities  or
blue sky laws of such jurisdictions  in the United States as the Holders of
Registrable  Securities  participating  in   such  registration  reasonably
request;  PROVIDED that the Company will not be  required  to  (A)  qualify
generally to  do  business in any jurisdiction where it would not otherwise
be required to qualify  but  for  this  subparagraph  2(d)(v),  (B) subject
itself  to  taxation  in  any  such  jurisdiction or (C) consent to general
service of process in any such jurisdiction.

          (vi) the  Company  will  use  its   best  efforts  to  cause  the
Registrable  Securities  covered  by  such  Registration  Statement  to  be
registered  with  or  approved  by  such  other  governmental  agencies  or
authorities as may be necessary to enable the Holders thereof to consummate
the disposition of the Registrable Securities.

          (vii) the Company will as promptly as is  practicable  notify the
Holders  of  Registrable Securities participating in such registration,  at
any time when a Prospectus is required by law to be delivered in connection
with sales by  an  underwriter  or  dealer,  of the occurrence of any event
requiring the preparation of a supplement or amendment  to  such Prospectus
so  that, as thereafter filed with the SEC and delivered to the  purchasers
of such  Registrable Securities, such Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein, in the light
of the circumstances  under  which  they  were  made,  not  misleading  and
promptly  make  available  to such Holders and to the underwriters any such
supplement or amendment. The Holders agree that, upon receipt of any notice
from the Company of the occurrence  of  any  event of the kind described in
the preceding sentence, the Holders will forthwith  discontinue  the  offer
and  sale  of Registrable Securities pursuant to the Registration Statement
covering such  Registrable  Securities until receipt by the Holders and the
underwriters of the copies of  such supplemented or amended Prospectus and,
if so directed by the Company, the  Holders will deliver to the Company all
copies, other than permanent file copies,  then  in the Holders' possession
of the most recent Prospectus covering such Registrable  Securities  at the
time  of  receipt of such notice.  In the event the Company shall give such
notice, the  Company shall extend the period during which such Registration
Statement shall  be  maintained effective as provided in Section 2(e)(i) by
the number of days during  the  period  from  and including the date of the
giving of such notice to the date when the Company  shall make available to
the Holders such supplemented or amended Prospectus.

          (viii)   the   Company  will  enter  into  customary   agreements
(including an underwriting agreement in customary form) and take such other
actions as are reasonably  required  in order to expedite or facilitate the
sale of such Registrable Securities.

          (ix) the  Company will furnish  to  the  Holders  of  Registrable
Securities participating  in  such  registration  and to each underwriter a
signed counterpart, addressed to such Holders or such  underwriter,  of  an
opinion  or  opinions  of  counsel  to  the Company and a comfort letter or
comfort letters from the Company's independent  public accountants, each in
customary form and covering such matters of the type customarily covered by
opinions or comfort letters, as the case may be,  as  such  Holders  or the
managing underwriter reasonably requests.

          (x)  the Company will make available for inspection by any Holder
of   Registrable   Securities   participating  in  such  registration,  any
underwriter participating in any  disposition pursuant to such Registration
Statement, and any attorney, accountant or other agent retained by any such
Holder or underwriter (individually,  an  "Inspector"),  all  financial and
other records, pertinent corporate documents and properties of  the Company
as  shall  be  reasonably  necessary  to enable them to exercise their  due
diligence responsibility, and cause the  Company  officers,  directors  and
employees  to  supply  all  information  reasonably  requested  by any such
Inspector in connection with such Registration Statement.

          (xi) the  Company  will  make generally available to its security
holders, as soon as reasonably practicable,  an earnings statement covering
a period of 12 months, beginning within three  months  after  the effective
date of the Registration Statement, which earnings statement shall  satisfy
the  provisions  of  Section  11(a) of the Securities Act and the rules and
regulations of the SEC thereunder.

          (xii) if any such Registration  Statement  refers  to  any of the
Controlling Holders by name or otherwise as the holder of any securities of
the  Company  and  if  in its sole and exclusive judgment, such Controlling
Holder is or might be deemed  to  be  a  controlling Person of the Company,
such Controlling Holder shall have the right  to  require (A) the insertion
therein of language, in form and substance satisfactory to such Controlling
Holder  and presented to the Company in writing, to  the  effect  that  the
holding by  such  Controlling  Holder  of  such  securities  is  not  to be
construed  as a recommendation by such Controlling Holder of the investment
quality of the  Company's  securities covered thereby and that such holding
does not imply that such Controlling  Holder  shall  assist  in meeting any
future financial requirements of the Company or (B) in the event  that such
reference  to  such Controlling Holder by name or otherwise is not required
by the Securities  Act  or  any  similar federal statute then in force, the
deletion of the reference to such Controlling Holder.

          (xiii)  the  Company  will   include  in  any  such  Registration
Statement  any  all  information  which  the   Controlling   Holders  shall
reasonably request.

          (xiv)  the  Company will use its best efforts to cause  all  such
Registrable Securities  to  be listed on each securities exchange or market
on which the Common Stock is then listed.

          (xv) the Company will  provide a transfer agent and registrar for
all such Registrable Securities not  later  than the effective date of such
Registration Statement.

     The  Company  may  require  the  Holders  of  Registrable   Securities
participating  in such registration to furnish promptly in writing  to  the
Company such information  regarding  such Holders, the plan of distribution
of the Registrable Securities and other information as the Company may from
time to time reasonably request or as may be legally required in connection
with such registration.

     If  a  registration pursuant to Section  2  involves  an  underwritten
offering,  the  Company  agrees,  if  so  required  by  the  lead  managing
underwriter,  not  to  effect any public sale or distribution of any of its
securities (other than pursuant  to  Form S-4 or S-8) during the seven days
prior to and during the 180-day period  beginning on, the effective date of
such registration, except for such underwritten offering.

     (f)  REGISTRATION   EXPENSES.    In   connection   with   any   Demand
Registration  or any Piggyback Registration,  the  Company  shall  pay  all
expenses incident  to  the Company's performance of or compliance with this
Agreement, including without  limitation  the  following  expenses: (i) all
registration  and  filing  fees; (ii) fees and expenses of compliance  with
securities or blue sky laws (including reasonable fees and disbursements of
counsel  in connection with blue  sky  qualifications  of  the  Registrable
Securities); (iii) printing expenses; (iv) messenger and delivery expenses;
(v) fees and  expenses  incurred  in  connection  with  the  listing of the
Registrable Securities; (vi) internal expenses; (vii) fees and  expenses of
counsel  and  independent certified public accountants for the Company  and
(viii) the reasonable  fees and expenses of any additional experts retained
by the Company in connection with such registration.

     In connection with  the  preparation  and  filing  of  a  Registration
Statement pursuant to a Demand Registration pursuant to Section  2(a),  the
Company  will  also  pay the reasonable fees and expenses of a single legal
counsel  chosen  by the  Controlling  Holders.   In  connection  with  each
Piggyback Registration  in  which  the  Holders  of  Registrable Securities
participate  which  is not subject to the preceding sentence,  the  Company
shall arrange for the  Holders  of  Registrable  Securities covered by such
registration to be represented, jointly with holders  of  other  securities
included  in  such  registration  and  without  expense  to  the Holders of
Registrable Securities included in such registration, by counsel acceptable
to  the  Controlling  Holders.   The Holders of Registrable Securities  who
participate in any registration pursuant  to this Agreement shall pay, on a
pro   rata   basis,  any  underwriting  fees,  discounts   or   commissions
attributable to the sale of Registrable Securities.

     (g)  PARTICIPATION  IN  UNDERWRITTEN  REGISTRATIONS.   No  Person  may
participate  in any underwritten registered offering contemplated hereunder
unless such Person  (i) agrees to sell its securities on the basis provided
in any underwriting arrangements approved by the Persons entitled hereunder
to  approve  such  arrangements   and   (ii)  completes  and  executes  all
questionnaires, indemnities, underwriting  agreements  and  other documents
(other than powers of attorney) reasonably required under the terms of such
underwriting  arrangements and this Agreement; provided that no  Holder  of
Registrable Securities  included  in any underwritten registration shall be
required to make any representations  or  warranties  to the Company or the
underwriters other than the representations and warranties  regarding  such
Holder and such Holder's intended method of distribution.

     (h)  HOLDBACK AGREEMENTS. Each Holder of Registrable Securities agrees
not to effect any public sale or distribution (including a sale pursuant to
Rule  144  or 144A of the Securities Act) of any Registrable Securities, or
any securities  convertible  into  or  exchangeable or exercisable for such
securities, during the seven day period  prior  to  and  during the 180-day
period  beginning  on,  the  effective  date  of  any  underwritten  Demand
Registration or any underwritten Piggyback Registration in which any Holder
of   Registrable   Securities   participate,  other  than  the  Registrable
Securities to be sold pursuant to  such Registration Statement, and only if
and to the extent required by the lead  managing  underwriter; and provided
that the Holders of the Registrable Securities shall  not  be so restricted
unless comparable agreements are entered into by each executive officer and
director of the Company and each holder of at least 2% (on a  fully-diluted
basis)  of  its  equity securities, or any securities convertible  into  or
exchangeable or exercisable for such securities, purchased from the Company
at  any time after  the  date  hereof.   Notwithstanding  anything  to  the
contrary contained herein, the Holders of Registrable Securities shall have
the right to pledge their Registrable Securities, provided that the pledgee
agrees in writing to be bound by the restrictions contained in this Section
2(h).

     (i)  OTHER  REGISTRATIONS.   If  the  Company has filed a Registration
Statement with respect to Registrable Securities pursuant to Section 2, and
if such Registration Statement has not been  withdrawn  or  abandoned,  the
Company  shall  not  file or cause to be effected any other registration of
any of its equity securities or securities convertible into or exchangeable
or exercisable for such securities under the Securities Act (except on Form
S-8 or any successor form),  whether on its own behalf or at the request of
any holder or holders of such  securities,  until  a period of at least six
months  has  elapsed from the effective date of such previous  registration
statement.

     (j)  OTHER  REGISTRATION RIGHTS. The Company will not grant any Person
any Demand or Piggyback  Registration rights with respect to any securities
of the Company, except that  the  Company  may grant piggyback registration
rights ("new rights") that (i) are not in conflict   or  inconsistent with,
or more favorable than, the rights of the Holders of Registrable Securities
set forth in this Agreement, (ii) do not entitle such Person to be included
in  any  Demand  Registration,  and  (iii)  provide  that  the  Holders  of
Registrable Securities under this Agreement have piggyback rights  upon the
exercise  of  such  new  rights  and shall be included in such registration
statement on a first priority basis as provided in Section 2(c) hereof.

     3.   INDEMNIFICATION

     (a)  INDEMNIFICATION BY THE COMPANY.  In the event of any registration
of  any securities of the Company under  the  Securities  Act  pursuant  to
Section  2 hereof, the Company will, and it hereby does, indemnify and hold
harmless,  to  the  full  extent  permitted  by law, each of the Holders of
Registrable Securities covered by such Registration Statement, its officers
and  directors,  employees,  agents,  general partners,  limited  partners,
managers and managing directors thereof, each other Person who participates
as an underwriter in the offering or sale of such securities and each other
Person, if any, who controls such Holder or any such underwriter within the
meaning of the Securities Act, from and against any and all losses, claims,
damages,  or liabilities, joint or several,  and  expenses  (including  any
amounts paid  in  settlement  effected with the Company's consent) to which
such Holder, any such director,  officer, employee, agent, general partner,
limited partner, manager or managing  director  or  any such underwriter or
controlling Person may become subject under the Securities  Act, common law
or  otherwise,  insofar as such losses, claims, damages or liabilities  (or
actions or proceedings  in respect thereof) or expenses arise out of or are
based upon (i) any untrue  statement  or  alleged  untrue  statement  of  a
material  fact  contained  in  any  Registration Statement under which such
securities were registered under the Securities Act or any Prospectus, (ii)
any omission or alleged omission to state  therein a material fact required
to  be  stated  therein  or necessary to make the  statements  therein  not
misleading or (iii) any violation  by the Company of any rule or regulation
promulgated under the Securities Act  or the Exchange Act, or other federal
or  state law applicable to the Company  and  relating  to  any  action  or
inaction  required by the Company in connection with such registration, and
the  Company  will  reimburse  such  Holder  and  each  director,  officer,
employee,  agent,  general  partner,  limited  partner,  manager,  managing
director  or  underwriter  or controlling Person for any legal or any other
expense reasonably incurred  by  them  in  connection with investigating or
defending such loss, claim, liability, action  or proceedings, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission,  or  any  alleged  untrue  statement  or omission  or  any  other
securities law violation; provided that the Company  shall not be liable in
any  such case to the extent that any such loss, claim,  damage,  liability
(or action or proceeding in respect thereof) or expense arises out of or is
based  upon any untrue statement or alleged untrue statement or omission or
alleged  omission  made in such Registration Statement or any Prospectus in
reliance upon and in  conformity  with written information furnished to the
Company through an instrument duly  executed  by such Holder or underwriter
specifically  stating that it is for use in the  preparation  thereof;  and
provided, further,  that  the  Company will not be liable to any Person who
participates as an underwriter in  the  offering  or  sale  of  Registrable
Securities  or  any  other  Person,  if  any, who controls such underwriter
within the meaning of the Securities Act,  under the indemnity agreement in
this Section 3(a) with respect to any preliminary  prospectus as amended or
supplemented as the case may be, to the extent that  any  such loss, claim,
damage or liability of such underwriter or controlling Person  results from
the fact that such underwriter sold Registrable Securities to a  person  to
whom  there  was not sent or given, at or prior to the written confirmation
of such sale,  a  copy  of  the  final  prospectus (including any documents
incorporated  by  reference therein), whichever  is  most  recent,  if  the
Company has previously  furnished  copies  thereof  to such underwriter and
such final prospectus, as then amended or supplemented,  has  corrected any
such  misstatement  or omission. Such indemnity shall remain in full  force
and effect regardless  of  any  investigation  made by or on behalf of such
Holder  or any such director, officer, employee,  agent,  general  partner,
limited partner,  manger,  managing  director,  underwriter  or controlling
Person and shall survive the transfer of such securities by such Holder.

     (b)  INDEMNIFICATION  BY  THE HOLDERS. The Company may require,  as  a
condition  to  including any Registrable  Securities  in  any  Registration
Statement filed in accordance with Section 2 hereof, that the Company shall
have received an undertaking reasonably satisfactory to it from the Holders
of such Registrable  Securities  or  any underwriter, to indemnify and hold
harmless  (in  the same manner and to the  same  extent  as  set  forth  in
subdivision (a)  of this Section 3) the Company and its controlling Persons
and all other prospective  sellers and their respective controlling Persons
with respect to any statement  or  alleged  statement  in  or  omission  or
alleged  omission  from  such  Registration Statement or any Prospectus, if
such statement or alleged statement  or  omission  or  alleged omission was
made in reliance upon and in conformity with written information  furnished
to the Company through an instrument duly executed by such Holder specially
stating  that  it  is  for  use  in  the  preparation  of such Registration
Statement or any Prospectus. The parties hereto acknowledge and agree that,
unless otherwise expressly agreed to in writing by Holders  of  Registrable
Securities  to  the  contrary, for all purposes of this Agreement the  only
information furnished  or  to  be  furnished  to the Company for use in any
Registration Statement or Prospectus are statements  specifically  relating
to  (i)  the  beneficial ownership of shares of Common Stock by such Holder
and its Affiliates, (ii) the name and address of such holder, and (iii) the
method or methods  of  distribution  of such Holders.  Such indemnity shall
remain in full force and effect regardless  of any investigation made by or
on behalf of the Company or any of the Holders  or  any of their respective
directors, officers and controlling Persons and shall  survive the transfer
of such securities by such Holder; provided, however, that  no  such Holder
shall  be  liable  under  this Section 3 for any amounts exceeding the  net
proceeds received by the Holder  from  the  sale  of Registrable Securities
pursuant to such Registration Statement or Prospectus by such Holder and no
such  Holder  shall  be  liable under this Section 3 with  respect  to  any
settlement made without such Holder's consent.

     (c)  NOTICES OF CLAIMS, ETC.  Promptly after receipt by an indemnified
party hereunder of written  notice  of  the  commencement  of any action or
proceeding with respect to which a claim for indemnification  may  be  made
pursuant  to  this  Section  3,  such indemnified party will, if a claim in
respect thereof is to be made against  an  indemnifying party, give written
notice to the latter of the commencement of such action; provided, that the
failure of any indemnified party to give notice  as  provided  herein shall
not  relieve the indemnifying party of its obligations under the  preceding
subdivisions  of this Section 3, except to the extent that the indemnifying
party is actually  materially prejudiced by such failure to give notice. In
case any such action  is  brought  against  an indemnified party, unless in
such  indemnified  party's  reasonable judgement  a  conflict  of  interest
between such indemnified and  indemnifying  parties may exist in respect of
such claim, the indemnifying party will be entitled  to  participate in and
to  assume  the  defense thereof, jointly with any other indemnified  party
similarly notified  to the extent that it may wish, with counsel reasonably
satisfactory  to  such   indemnified  party,  and  after  notice  from  the
indemnifying party to such  indemnified  party of its election so to assume
the defense thereof, the indemnifying party  will  not  be  liable  to such
indemnified party for any legal or other expenses subsequently incurred  by
the  latter  in  connection  with  the  defense  thereof,  unless  in  such
indemnified party's reasonable judgment a conflict of interest between such
indemnified  and indemnifying parties arises in respect of such claim after
the assumption  of  the defense thereof. No indemnifying party will consent
to entry of any judgment  or  enter  into  any settlement without the prior
written  consent  of  the indemnified party (which  consent  shall  not  be
unreasonably withheld)  unless  such  settlement  requires  no  more than a
monetary  payment for which the indemnifying party agrees to indemnify  the
indemnified  party  and includes a full, unconditional and complete release
of the indemnified party  from  all  liability  in respect to such claim or
litigation. The indemnified party shall be entitled  to take control of the
defense  of  any  claim  as  to  which, in the reasonable judgment  of  the
indemnifying party's counsel, representation of both the indemnifying party
and  the  indemnified party would be  inappropriate  under  the  applicable
standards of  professional  conduct  due  to  actual or potential differing
interests between them. An indemnifying party who  is  not  entitled to, or
elects not to, assume the defense of a claim will not be obligated  to  pay
the  fees and expenses of more than one counsel for all parties indemnified
by such  indemnifying  party  with  respect  to  such  claim, unless in the
reasonable  judgment of any indemnified party a conflict  of  interest  may
exist between  such  indemnified  party  and  any other of such indemnified
parties with respect to such claim, in which event  the  indemnifying party
shall be obligated to pay the fees and expenses of such additional  counsel
or counsels.

     (d)  CONTRIBUTION.   In  order  to  provide  for  just  and  equitable
contribution  in  circumstances  under which the indemnity contemplated  by
this Section 3 is for any reason not  available  or  insufficient  for  any
reason  to  hold  harmless  an  indemnified party in respect of any losses,
claims, damages or liabilities or expenses referred to therein, the parties
required to indemnify by the terms hereof shall contribute to the aggregate
losses,  liabilities,  claims,  damages   and   expenses   of   the  nature
contemplated  by  such  indemnity  agreement  incurred by the Company,  any
Holder of Registrable Securities and one or more  of  the  underwriters. In
determining  the  amounts  which  the  respective parties shall contribute,
there shall be considered the relative benefits received by each party from
the  offering of the Registrable Securities  by  taking  into  account  the
portion  of the proceeds of the offering realized by each, and the relative
fault of each  party by taking into account the parties' relative knowledge
and access to information  concerning  the matter with respect to which the
claim was asserted, the opportunity to correct and prevent any statement or
omission  and  any  other  equitable consideration  appropriate  under  the
circumstances. The Company and  each  Holder  selling securities agree with
each other that no seller of Registrable Securities  shall  be  required to
contribute  any amount in excess of the amount such Holder would have  been
required to pay to an indemnified party if the indemnity under this Section
3 were available.  The  Company  and each such Holder agree with each other
and the underwriters of the Registrable  Securities,  if  requested by such
underwriters,  that  it  would  not  be  equitable  if the amount  of  such
contribution were determined by pro rata or per capita  allocation (even if
the underwriters were treated as one entity for such purpose)  or  for  the
underwriter's  portion  of  such contribution to exceed the percentage that
the underwriters discount bears to the initial public offering price of the
Registrable Securities. For purposes  of this Section 3(d), each Person, if
any, who controls an underwriter within  the  meaning  of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights
to contribution as such underwriter, and each director and  each officer of
the Company who signed the Registration Statement, and each Person, if any,
who controls the Company or a seller of Registrable Securities  within  the
meaning  of  Section 15 of the Securities Act or Section 20 of the Exchange
Act shall have  the  same rights to contribution as the Company or a seller
of Registrable Securities  as  the  case  may  be.   No  person  guilty  of
fraudulent  misrepresentation  (within  the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution  from  any Person who was
not guilty of such fraudulent misrepresentation.

     (e)  OTHER  INDEMNIFICATION RIGHTS.  Indemnification similar  to  that
specified in the preceding  subsections of this Section 3 (with appropriate
modifications) shall be given by the Company and each seller of Registrable
Securities with respect to any required registration or other qualification
of securities under any federal  or state law or regulation or governmental
authority other than the Securities Act.

     (f)  NON-EXCLUSIVITY.   The obligations  of  the  parties  under  this
Section  3 shall be in addition  to  any  liability  which  any  party  may
otherwise have to any other party.

     4.   MISCELLANEOUS.

     (a)  NOTICES.  Any notice or other communication required or permitted
hereunder  shall  be  in  writing  or  by  telex,  telephone  or  facsimile
transmission  with  subsequent  written confirmation, and may be personally
served or sent by United States mail and shall be deemed to have been given
upon receipt by the party notified.  For  purposes hereof, the addresses of
the  parties  hereto  (until notice of a change  thereof  is  delivered  as
provided in this Section  4)  shall  be  as set forth opposite each party's
name on the signature page hereof.

     (b)  TERMINATION.  This Agreement will  terminate  upon the earlier of
(i)  the  date  upon  which  the  Company  and  the  Holders of Registrable
Securities mutually agree in writing to terminate this  Agreement  and (ii)
the first date on which there ceases to be any Registrable Securities.

     (c)  ADJUSTMENTS  AFFECTING REGISTRABLE SECURITIES. The Company  shall
not take any action, or  permit  any  change  to occur, with respect to its
securities which would materially and adversely  affect  the ability of the
Holders of Registrable Securities to include such Registrable Securities in
a  registration  undertaken  pursuant  to  this  Agreement  or which  would
materially  and  adversely  affect  the  marketability  of such Registrable
Securities in any such registration (including effecting a stock split or a
combination of shares).

     (d)  REMEDIES.  Any  Person having any rights under any  provision  of
this Agreement shall be entitled  to  enforce  such rights specifically, to
recover damages caused by reason of any breach of  any  provision  of  this
Agreement  and  to  exercise  all  other rights granted by law. The parties
hereto agree and acknowledge that money  damages  may  not  be  an adequate
remedy  for  any  breach  of the provisions of this Agreement and that  any
party may in its sole discretion  apply  to  any  court of law or equity of
competent  jurisdiction (without posting any bond or  other  security)  for
specific performance and for other injunctive relief in order to enforce or
prevent violation  of  the  provisions  of  this  Agreement. The rights and
remedies of any party based upon, arising out of or otherwise in respect of
any breach of any provision of this Agreement shall in no way be limited by
the fact that the act, omission, occurrence or other  state  of  facts upon
which any claim of any such breach is based may also be the subject  matter
of any other provision of this Agreement (or of any other Agreement between
the parties) as to which there is no breach.

     (e)  WAIVERS   AND   AMENDMENTS.    This  Agreement  may  be  amended,
superseded, canceled, renewed or extended,  and  the  terms  hereof  may be
waived, only by a written instrument signed by the Company and each of  the
Holders  or,  in  the case of a waiver, by the party waiving compliance. No
delay on the part of  any  party  in exercising a right, power or privilege
hereunder shall operate as a waiver  thereof,  nor  shall any waiver on the
part of any party of any such right, power or privilege,  nor any single or
partial exercise of any such right, power or privilege, preclude  a further
exercise  thereof  or  the  exercise  of  any  other  such  right, power or
privilege.

     (f)  SEVERABILITY.   If  any  provision  of  this  Agreement  or   the
applicability  of  any such provision to a person or circumstances shall be
determined  by  any court  of  competent  jurisdiction  to  be  invalid  or
unenforceable to  any  extent,  the  remainder  of  this  Agreement  or the
application  of such provision to Persons or circumstances other than those
for which it is so determined to be invalid and unenforceable, shall not be
affected thereby,  and  each provision of this Agreement shall be valid and
shall be enforced to the  fullest  extent  permitted  by law. To the extent
permitted by applicable law each party hereto hereby waives  any  provision
or  provisions  of  law which would otherwise render any provision of  this
Agreement invalid, illegal or unenforceable in any respect.

     (g)  COUNTERPARTS.   This  Agreement  may  be  executed by the parties
hereto in separate counterparts and when so executed  shall  constitute one
Agreement, notwithstanding that all parties are not signatories to the same
counterpart.

     (h)  GOVERNING LAW.  This Agreement shall be governed and construed in
accordance  with  the laws of the State of Delaware without regard  to  the
principles of conflicts of laws thereof.

     (i)  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the successors and assigns of
the parties hereto,  including but not limited to the heirs and legatees of
Forman; provided that  the  registration  rights  granted  by  the  Company
pursuant  to  this  Agreement may only be transferred to transferees (other
than transferees who  are  heirs or legatees of Forman) who are the Holders
of Registrable Securities in  an  amount greater than 1% of the outstanding
Common Stock.  Any successor in interest  or  assignee  of any party hereto
must expressly agree in writing to assume the obligations of the transferor
pursuant to this Agreement.

     (j)  ENTIRE   AGREEMENT.    This   Agreement,   together   with    the
Stockholders' Agreement (the "Stockholders' Agreement") dated as of January
14, 2000, by and among the Company and the parties thereto, and the Warrant
Agreement  dated  as  of January 14, 2000, by and among the Company and the
parties thereto constitute  the  entire  agreement and understanding of the
parties hereto in respect of the subject matter contained herein, and there
are no restrictions, promises, representations,  warranties,  covenants, or
undertakings  with  respect to the subject matter hereof, other than  those
expressly set forth or  referred  to herein or therein. This Agreement, the
Stockholders'  Agreement  and the Warrant  Agreement  supersede  all  prior
agreements and understandings  between  the  parties hereto with respect to
the subject matter hereof.

     (k)  OTHER REGISTRATION RIGHTS AGREEMENTS.   Without the prior written
consent of the Holders of Registrable Securities, the  Company will neither
enter  into any new registration rights agreements that conflict  with  the
terms of  this  Agreement nor permit the exercise of any other registration
rights in a manner that conflicts with the terms of the registration rights
granted hereunder.

                         *  *  *  *  *  *  *  *  *


<PAGE>
     IN WITNESS WHEREOF,  this  Agreement  has been executed as of the date
first above written.


                         FORMAN PETROLEUM CORPORATION


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


                         HOLDERS:

                         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>

                         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>

                                /s/ McLain J. Forman
                              -----------------------------
                                     McLain J. Forman


<PAGE>

                             Type or Print Name of Beneficial Holder



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


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