<PAGE>


                KELLEY OIL & GAS CORPORATION


                   REGISTRATION AGREEMENT



                                                 October 25, 1996


Morgan Stanley & Co.
  Incorporated for itself
  and the other several Purchasers
  named below
1585 Broadway
New York, New York 10036


Ladies and Gentlemen:

         Kelley Oil & Gas Corporation, a Delaware corporation (the 
"Company"), proposes to issue and sell to certain purchasers (the 
"Purchasers"), upon the terms set forth in a placement agreement of even date 
hereof (the "Placement Agreement"), $125,000,000 principal amount of its 
10-3/8% Senior Subordinated Notes Due 2006 (the "Notes").  The Notes will be 
issued pursuant to an Indenture, dated as of October 15, 1996 (the 
"Indenture") between the Company, as issuer, and United States Trust Company 
of New York, as trustee (in such capacity, the "Trustee").  As an inducement 
to the Purchasers to enter into the Placement Agreement and in satisfaction 
of a condition to your obligations thereunder, the Company agrees with the 
Purchasers, for the benefit of the registered holders of the Notes (including 
the Purchasers) and the Exchange Notes (as defined below) (collectively, the 
"Holders"), as follows:

         SECTION 1.  REGISTERED EXCHANGE OFFER.  The Company shall use its 
best efforts to prepare and file with the Securities and Exchange Commission 
(the "Commission") a registration statement (the "Exchange Offer Registration 
Statement") on an appropriate form under the Securities Act of 1933 (the 
"Securities Act"), with respect to an offer (the "Registered Exchange Offer") 
to the Holders of Transfer Restricted Notes (as defined in Section 6 hereof), 
who are not prohibited by any law or policy of the Commission from 
participating in the Registered Exchange Offer, to issue and deliver to such 
Holders, in exchange for the Notes, a like 

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aggregate principal amount of debt securities (the "Exchange Notes") of the 
Company issued under the Indenture and identical in all material respects to 
the Notes (except for the transfer restrictions relating to the Notes) that 
would be registered under the Securities Act.  The Company shall use its best 
efforts to cause such Exchange Offer Registration Statement to become 
effective under the Securities Act within 180 days after the date of original 
issue of the Notes and shall keep the Exchange Offer Registration Statement 
effective for not less than 20 Business Days (as defined in the Indenture)(or 
longer, if required by applicable law) after the date notice of the 
Registered Exchange Offer is mailed to the Holders (such period being called 
the "Exchange Offer Registration Period").

         If the Company effects the Registered Exchange Offer, the Company 
will be entitled to close the Registered Exchange Offer 20 Business Days 
after the commencement thereof provided that the Company has accepted all the 
Notes theretofore validly tendered in accordance with the terms of the 
Registered Exchange Offer.

         Following the declaration of the effectiveness of the Exchange Offer 
Registration Statement, the Company shall promptly commence the Registered 
Exchange Offer, it being the objective of such Registered Exchange Offer to 
enable each Holder of Transfer Restricted Notes electing to exchange such 
Transfer Restricted Notes for Exchange Notes (assuming that such Holder is 
not an affiliate of the Company within the meaning of the Securities Act, 
acquires the Exchange Notes in the ordinary course of such Holder's business 
and has no arrangements with any person to participate in the distribution of 
the Exchange Notes and is not prohibited by any law or policy of the 
Commission from participating in the Registered Exchange Offer) to trade such 
Exchange Notes from and after their receipt without any limitations or 
restrictions under the Securities Act and without material restrictions under 
the securities laws of the several states of the United States.  In 
connection with such Registered Exchange Offer, the Company shall use its 
best efforts to consummate the Registered Exchange Offer and shall comply 
with the applicable requirements of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act") and other applicable laws and regulations in 
connection with the Registered Exchange Offer.

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         The Company and the Purchasers acknowledge that, pursuant to current 
interpretations by the Commission's staff of Section 5 of the Securities Act, 
in the absence of an applicable exemption therefrom, (i) each Holder, 
including any Purchaser, which is a broker-dealer electing to exchange Notes, 
acquired for its own account as a result of market making activities or other 
trading activities, for Exchange Notes (an "Exchanging Dealer"), is required 
to deliver a prospectus containing the information set forth in Annex A 
hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" 
section and the "Purpose of the Exchange Offer" section, and in Annex C 
hereto in the "Plan of Distribution" section of such prospectus in connection 
with a sale of any such Exchange Notes received by such Exchanging Dealer 
pursuant to the Registered Exchange Offer and (ii) if the Purchasers are 
permitted to and elect to sell Exchange Notes acquired in exchange for Notes 
constituting any portion of an unsold allotment, they are required to deliver 
a prospectus containing the information required by Items 507 or 508 of 
Regulation S-K under the Securities Act, as applicable, in connection with 
such sale.

         The Company also shall include within the prospectus contained in 
the Exchange Offer Registration Statement statements as are currently 
customary to be contained therein, reasonably acceptable to the Purchasers, 
summarizing the positions taken or policies made by the staff of the 
Commission with respect to the potential "underwriter" status of any 
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under 
the Exchange Act) of Exchange Notes received by such broker-dealer in the 
Registered Exchange Offer (a "Participating Broker-Dealer"), whether such 
positions or policies have been publicly disseminated by the staff of the 
Commission or such positions or policies, in the reasonable judgment of the 
Purchasers based upon advice of counsel (which may be in-house counsel), 
represent the prevailing views of the staff of the Commission.

         The Company shall use its best efforts to keep the Exchange Offer 
Registration Statement effective and to amend and supplement the prospectus 
contained therein, in order to permit such prospectus to be lawfully 
delivered by the Purchasers and all Exchanging Dealers subject to the 
prospectus delivery requirements of the Securities Act and shall make such 
prospectuses available to the Purchasers and such Exchanging Dealers for such 
period of time after the consummation of the Registered Exchange Offer as 
such 


<PAGE>

persons must comply with such requirements in order to resell the Exchange 
Notes; PROVIDED, HOWEVER, that such period shall not exceed 180 days (unless 
extended pursuant to Section 3(j) below); PROVIDED FURTHER, HOWEVER, that 
such persons shall not be authorized by the Company to deliver and shall not 
deliver any such prospectus after the expiration of such period in connection 
with the resales contemplated by this paragraph.

         The Company shall make available for a period of 90 days after the 
consummation of the Registered Exchange Offer, a copy of the prospectus, and 
any amendment or supplement thereto, forming part of the Exchange Offer 
Registration Statement to any broker-dealer for use in connection with any 
resale of any Exchange Notes.  The Notes and the Exchange Notes are herein 
collectively called the "Securities".

         In connection with the Registered Exchange Offer, the Company shall:

         (a) mail to each Holder a copy of the prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal and related documents;

         (b) keep the Registered Exchange Offer open for not less than 20
     Business Days (or longer, if required by applicable law) after the date
     notice thereof is mailed to the Holders;

         (c) utilize the services of a depositary for the Registered Exchange
    Offer with an address in the Borough of Manhattan, the City of New York,
    which may be the Trustee or an affiliate of the Trustee;

         (d) permit Holders to withdraw tendered Notes at any time prior to the
     close of business, New York time, on the last business day on which the
     Registered Exchange Offer shall remain open; and

         (e) otherwise comply in all material respects with all applicable
    laws.

         As soon as practicable after the close of the Registered Exchange
Offer, the Company shall:


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          (i) accept for exchange all the Notes validly tendered and not
      withdrawn pursuant to the Registered Exchange Offer;

         (ii) deliver, or cause to be delivered, to the Trustee for cancellation
      all the Notes so accepted for exchange; and

        (iii) issue, and cause the Trustee to authenticate and deliver promptly
     to each Holder of the Notes, Exchange Notes equal in principal amount to
     the Notes of such Holder so accepted for exchange.

         The Indenture will provide that the Exchange Notes will not be 
subject to the transfer restrictions set forth in the Indenture and that the 
Exchange Notes and the Notes will vote and consent together on all matters as 
one class and that none of the Exchange Notes or the Notes will have the 
right to vote or consent as a class separate from one another on any matter.

         Interest on each Exchange Note issued pursuant to the Registered 
Exchange Offer will accrue from the last interest payment date on which 
interest was paid on the Notes surrendered in exchange therefor or, if no 
interest has been paid on the Notes, from the date of original issue of the 
Notes.

         Each Holder participating in the Registered Exchange Offer shall be 
required to represent to the Company that at the time of the consummation of 
the Registered Exchange Offer (i) any Exchange Notes received by such Holder 
will be acquired in the ordinary course of business, (ii) such Holder will 
have no arrangements or understanding with any person to participate in the 
distribution of the Notes or the Exchange Notes within the meaning of the 
Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule 
405 of the Securities Act, of the Company or if it is an affiliate, such 
Holder will comply with the registration and prospectus delivery requirements 
of the Securities Act to the extent applicable, (iv) if such Holder is not a 
broker-dealer, that it is not engaged in, and does not intend to engage in, 
the distribution of the Exchange Notes and (v) if such Holder is a 
broker-dealer, that it will receive Exchange Notes for its own account in 
exchange for Notes that were acquired as a result of market-making activities 
or other trading activities and that it will be


<PAGE>

required to acknowledge that it will deliver a prospectus in connection with 
any resale of such Exchange Notes.

         Notwithstanding any other provisions hereof, the Company will ensure 
that (i) any Exchange Offer Registration Statement and any amendment thereto 
and any prospectus forming part thereof and any supplement thereto complies 
in all material respects with the Securities Act and the rules and 
regulations thereunder, (ii) any Exchange Offer Registration Statement and 
any amendment thereto does not, when it becomes effective, contain an untrue 
statement of a material fact or omit to state a 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 (iii) any 
prospectus forming part of any Exchange Offer Registration Statement, and any 
supplement to such prospectus, at the time of issuance does not include an 
untrue statement of a material fact or omit to state a material fact required 
to be stated therein or necessary in order to make the statements therein, in 
the light of the circumstances under which they were made, not misleading.

         SECTION 2.  SHELF REGISTRATION.  If (i) the Company determines that 
a Registered Exchange Offer, as contemplated by Section 1 hereof, is not 
available or may not be consummated as soon as practicable after the last 
date the Registered Exchange Offer is open because it would violate 
applicable law or the applicable interpretations of the staff of the 
Commission, (ii) the Registered Exchange Offer is not consummated within 210 
days of the date of this Agreement, (iii) the Purchasers so request with 
respect to the Notes not eligible to be exchanged for Exchange Notes in the 
Registered Exchange Offer and held by them following consummation of the 
Registered Exchange Offer or (iv) any Holder (other than an Exchanging 
Dealer) is not eligible to participate in the Registered Exchange Offer or, 
in the case of any Holder (other than an Exchanging Dealer) that participates 
in the Registered Exchange Offer, such Holder does not receive freely 
tradeable Exchange Notes on the date of the exchange for validly tendered 
(and not withdrawn) Notes, the Company shall take the following actions:

         (a)  The Company shall use its best efforts to prepare and file, as
     promptly as practicable (but in no event more than 60 days after so
     required or requested pursuant to this Section 2), with the Commission and
     thereafter to cause to be declared effective a 


<PAGE>

     registration statement (the "Shelf Registration Statement" and, 
     together with the Exchange Offer Registration Statement, a "Registration 
     Statement") on an appropriate form under the Securities Act relating to 
     the offer and sale of the Transfer Restricted Notes by the Holders thereof 
     from time to time in accordance with the methods of distribution set 
     forth in the Shelf Registration Statement and Rule 415 under the 
     Securities Act (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER,
     that no Holder (other than the Purchasers) shall be entitled to have any 
     Securities held by it covered by such Shelf Registration Statement unless
     such Holder agrees in writing to be bound by all the provisions of this 
     Agreement applicable to such Holder.

         (b)  The Company shall use its best efforts to keep the Shelf
    Registration Statement continuously effective in order to permit the
    prospectus included therein to be lawfully delivered by the Holders of the
    relevant Securities, until the period referred to in Rule 144(k) under the
    Securities Act after the original issue date of the Notes expires (or for
    such longer period if extended pursuant to Section 3(j) below) or such
    shorter period that will terminate when all the Securities covered by the
    Shelf Registration Statement have been sold pursuant thereto.

         (c)  Notwithstanding any other provisions of this Agreement to the
     contrary, the Company shall cause the Shelf Registration Statement and the
     related prospectus and any amendment or supplement thereto, as of the
     effective date of the Shelf Registration Statement, amendment or
     supplement, (i) to comply in all material respects with the applicable
     requirements of the Securities Act and the rules and regulations of the
     Commission and (ii) not to contain any untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     in order to make the statements therein, in light of the circumstances
     under which they were made, not misleading.

         No Holder may include any of its Transfer Restricted Notes in any
Shelf Registration pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing, within 30 days after receipt of a request
therefor, such information with respect to such 



<PAGE>

Holder as required by applicable law to be contained in any Shelf 
Registration Statement.  Each Holder of Transfer Restricted Notes as to which 
any Shelf Registration is being effected must agree, in order to enjoy the 
benefits thereof, to furnish promptly to the Company all additional 
information necessary to make the information previously furnished to the 
Company by such holder not misleading.

         SECTION 3.  REGISTRATION PROCEDURES.  In connection with any Shelf
Registration contemplated by Section 2 hereof and any Registered Exchange Offer
contemplated by Section 1 hereof, the following provisions, to the extent
applicable, shall apply:

         (a)  The Company shall (i) furnish to the Purchasers, prior to the
     filing thereof with the Commission, a copy of the Registration Statement
     and each amendment thereof and each supplement, if any, to the prospectus
     included therein and shall not file any such Registration Statement or
     amendment thereto or any prospectus or any supplement thereto (including
     such documents which, upon filing, would be incorporated or deemed to be
     incorporated by reference therein and amendments to such documents other
     than documents required to be filed pursuant to the Exchange Act) to which
     the Purchasers shall reasonably object, except for any Registration
     Statement or amendment thereto or prospectus or supplement thereto (a copy
     of which has been previously furnished to the Purchasers and their counsel
     (and, in the case of a Shelf Registration Statement, the Holders and their
     counsel)) which counsel to the Company has advised the Company in writing
     is required to be filed in order to comply with applicable law; (ii)
     include, in the prospectus forming a part of the Exchange Offer
     Registration Statement, information substantially to the effect set forth
     (A) in Annex A hereto on the cover, (B) in Annex B hereto in the "Exchange
     Offer Procedures" section and the "Purpose of the Exchange Offer" section,
     (C) in Annex C hereto in the "Plan of Distribution" section of the
     prospectus forming a part of the Exchange Offer Registration Statement and
     (D) include the information set forth in Annex D hereto in the Letter of
     Transmittal delivered pursuant to the Registered Exchange Offer; (iii) to
     the extent required by law or interpretation of the staff of the
     Commission, if requested by the Purchasers, include the information
     required by Items 507 or 508 of Regulation S-K under 


<PAGE>


     the Securities Act, as applicable, in the prospectus forming a part of 
     the Exchange Offer Registration Statement; and (iv) to the extent required
     by law or interpretation of the staff of the Commission, in the case of a
     Shelf Registration Statement, include the names of the Holders who propose
     to sell Securities pursuant to the Shelf Registration Statement as selling
     securityholders.

         (b)  The Company shall notify the Purchasers, the Holders and any
     Participating Broker-Dealer from whom the Company has received prior
     written notice stating that it will be a Participating Broker-Dealer in 
     the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v)
     hereof shall be accompanied by an instruction to suspend the use of the
     prospectus until the requisite changes have been made) promptly, and, if
     requested by the Purchasers, the Holders or any such Participating 
     Broker-Dealer, confirm such notice in writing:

              (i) when the Registration Statement or any amendment thereto has
         been filed with the Commission and when the Registration Statement or
         any post-effective amendment thereto has become effective;

             (ii) of any request by the Commission for amendments or
         supplements to the Registration Statement or the prospectus included
         therein or for additional information;

            (iii) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the
         initiation of any proceedings for that purpose;

             (iv) of the receipt by the Company or its legal counsel of any
         notification with respect to the suspension of the qualification of
         the Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose;

              (v) of the happening of any event that requires the Company to
         make changes in the Registration Statement or the prospectus in order
         that the Registration Statement or the prospectus 

<PAGE>

         do not contain an  untrue statement of a material fact nor omit to 
         state a 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

             (vi) of any determination by the Company that a post-effective
         amendment to a Registration Statement would be appropriate.

         (c)  The Company shall make every reasonable effort to prevent the
     issuance, and if issued to obtain the withdrawal at the earliest possible
     time, of any order suspending the effectiveness of the Registration
     Statement and shall provide prompt written notice to the Purchasers and
     each Holder of the withdrawal of any such order.

         (d) The Company shall furnish to each Holder of Securities included
     within the coverage of the Shelf Registration, without charge, at least one
     conformed copy of the Shelf Registration Statement and any post-effective
     amendment thereto, including financial statements and schedules (without
     documents incorporated therein by reference or exhibits thereto, unless a
     Holder so requests in writing).

         (e)  The Company shall deliver to the Purchasers, and to any other
     Holder that so requests, without charge, at least one conformed copy of the
     Exchange Offer Registration Statement and any post-effective amendment
     thereto, including financial statements and schedules (without documents
     incorporated therein by reference or exhibits thereto, unless the
     Purchasers or any such Holder so request in writing).

         (f)  The Company shall deliver to each Holder of Securities included
     within the coverage of the Shelf Registration, without charge, as many
     copies of the prospectus (including each preliminary prospectus) included
     in the Shelf Registration Statement and any amendment or supplement thereto
     as such person may reasonably request.  The Company consents, subject to
     the provisions of this Agreement, to the use of the prospectus or any
     amendment or supplement thereto by each of the selling Holders of the
     Securities in connection with the offering and sale of the Securities


<PAGE>

     covered by, and as contemplated by, the prospectus, or any amendment or
     supplement thereto, included in the Shelf Registration Statement.

         (g)  The Company shall deliver to the Purchasers, any Participating
     Broker-Dealer or any Exchanging Dealer, without charge, as many copies of
     the final prospectus included in the Exchange Offer Registration Statement
     and any amendment or supplement thereto as such person may reasonably
     request, during the period not exceeding 180 days following the
     consummation of the Registered Exchange Offer.  The Company consents,
     subject to the provisions of this Agreement, to the use of the prospectus
     or any amendment or supplement thereto by the Purchasers, if necessary, any
     Participating Broker-Dealer or Exchanging Dealer and such other persons
     required to deliver a prospectus following the Registered Exchange Offer in
     connection with the offering and sale of the Exchange Notes covered by the
     prospectus, or any amendment or supplement thereto, included in such
     Exchange Offer Registration Statement; PROVIDED, HOWEVER, that such persons
     shall not be authorized by the Company to deliver and shall not deliver any
     such prospectus after the expiration of the period referred to in the
     immediately preceding sentence, in connection with the resales contemplated
     by this paragraph.

         (h)  Prior to any public offering of the Securities pursuant to any
     Registration Statement, the Company shall use its best efforts to register
     or qualify or cooperate with the Holders of the Securities included therein
     and their respective counsel in connection with the registration or
     qualification of the Securities for offer and sale under the securities or
     Blue Sky laws of such states of the United States as any Holder of the
     Securities reasonably requests in writing and do any and all other acts or
     things necessary or advisable to enable such Holder to offer and sell in
     such jurisdictions the Securities covered by such Registration Statement
     owned by such Holder; PROVIDED, HOWEVER, that the Company shall not be
     required to (i) qualify generally or as a foreign corporation to do
     business in any jurisdiction where it is not then so qualified or (ii) take
     any action which would subject it to general service of process or to
     taxation in any jurisdiction where it is not then so subject.

<PAGE>

         (i)  The Company shall cooperate with the Holders of the Securities to
     facilitate the timely preparation and delivery of certificates representing
     the Securities to be sold pursuant to any Shelf Registration Statement free
     of any restrictive legends and in such denominations (consistent with the
     provisions of the Indenture) and registered in such names as the Holders
     may request at least two business days prior to closing of any sale of the
     Securities pursuant to such Shelf Registration Statement.

         (j)  Upon the occurrence of any event contemplated by paragraphs (ii)
    through (vi) of Section 3(b) above during the period for which the Company
    is required to maintain an effective Registration Statement, the Company
    shall promptly prepare and file a post-effective amendment to the
    Registration Statement or a supplement to the related prospectus and any
    other required document so that, as thereafter delivered to Holders of the
    Notes or purchasers of Securities, the 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 light of the circumstances under which they were made, not misleading. 
    If the Company notifies the Purchasers, the Holders of the Securities and
    any known Participating Broker-Dealer in accordance with paragraphs (ii)
    through (v) of Section 3(b) above to suspend the use of the prospectus
    until the requisite changes to the prospectus have been made, then the
    Purchasers, the Holders of the Securities and any such Participating
    Broker-Dealers shall suspend use of such prospectus until the Company has
    amended or supplemented the prospectus to correct such misstatement or
    omission, and the period of effectiveness of the Shelf Registration
    Statement provided for in Section 2(b) above and the Exchange Offer
    Registration Statement provided for in Section 1 above shall each be
    extended by the number of days from and including the date of the giving of
    such notice to and including the date when the Purchasers, the Holders of
    the Securities and any known Participating Broker-Dealer shall have
    received such amended or supplemented prospectus pursuant to this Section
    3(j); PROVIDED, HOWEVER, that the minimum time period before the Company
    shall be entitled to close the Registered Exchange Offer shall be extended
    only to the extent required by the Commission.  The Purchasers, each 

<PAGE>

    Holder  and any Participating Broker-Dealers agree that upon receipt of 
    any such notice from the Company it will not distribute copies of the 
    prospectus that are the subject of such notice and will retain such 
    copies in its files.

         (k)  Not later than the effective date of the applicable Registration
    Statement, the Company will obtain a CUSIP number for the applicable
    Securities and provide the Trustee with printed certificates for the
    applicable Securities in a form eligible for deposit with The Depository
    Trust Company.

         (l)  The Company will comply with all rules and regulations of the
    Commission to the extent and so long as they are applicable to the
    Registered Exchange Offer or the Shelf Registration and will make generally
    available to its securities holders (or otherwise provide in accordance
    with Section 11(a) of the Securities Act) an earnings statement satisfying
    the provisions of Section 11(a) of the Securities Act, no later than 45
    days after the end of a 12-month period (or 90 days, if such period is a
    fiscal year) beginning with the first month of the Company's first fiscal
    quarter commencing after the effective date of the Registration Statement,
    which statement shall cover such 12-month period.

         (m)  The Company shall cause the Indenture to be qualified under the
    Trust Indenture Act of 1939, as amended, in a timely manner and containing
    such changes, if any, as shall be necessary for such qualification.  In the
    event that such qualification would require the appointment of a new
    trustee under the Indenture, the Company shall appoint a new trustee
    thereunder pursuant to the applicable provisions of the Indenture.

         (n)  The Company may require each Holder of Securities to be sold
    pursuant to the Shelf Registration Statement to furnish to the Company such
    information regarding the Holder and the distribution of the Securities as
    the Company may from time to time reasonably request for inclusion in the
    Shelf Registration Statement, and the Company may exclude from such
    registration the Securities of any Holder that unreasonably fails to
    furnish such information within a reasonable time after receiving such
    request.


<PAGE>

         (o)  In the case of any Shelf Registration, the Company shall enter
    into such customary agreements (including if requested an underwriting
    agreement in customary form) and take all such other action, if any, as the
    Holders of a majority of the Securities being sold shall reasonably request
    in order to facilitate the disposition of the Securities pursuant to such
    Shelf Registration.

         (p)  In the case of any Shelf Registration, the Company shall make
     available for inspection by a representative of the Holders of Securities
     being sold, its counsel and an accountant retained by such Holders, in a
     manner designed to permit underwriters to satisfy their due diligence
     investigation under the Securities Act, all financial and other records,
     pertinent corporate documents and properties of the Company customarily
     inspected by underwriters in primary underwritten offerings and cause the
     officers, directors and employees of the Company and its subsidiaries to
     supply all information reasonably requested by, and customarily supplied in
     connection with primary underwritten offerings to, any such representative,
     attorney or accountant in connection with such registration; PROVIDED,
     HOWEVER, such person shall agree in writing that any records, information
     or documents that are designated by the Company as confidential at the time
     of delivery of such records, information or documents shall be kept
     confidential by such persons, unless (i) such records, information or
     documents are in the public domain or otherwise publicly available, (ii)
     disclosure of such records, information or documents is required by court
     or administrative order, (iii) disclosure of such records, information or
     documents, in the written opinion of counsel to such person, is otherwise
     required by law (including, without limitation, pursuant to the
     requirements of the Securities Act) or (iv) disclosure of such records,
     information or documents is necessary to avoid or correct a misstatement or
     omission in such Registration Statement, prospectus supplement or any 
     post-effective amendment.

         (q)  In the case of any Shelf Registration, the Company, if requested
     by any Holder of Securities covered thereby, shall (i) to the extent
     possible, make such representations and warranties to the Holders and any
     underwriter of the Securities being sold, with 


<PAGE>


     respect to the business of the Company, the Shelf Registration Statement, 
     the prospectus included therein and documents incorporated by 
     reference therein, in each case in form, substance and scope as are 
     customarily made by issuers to underwriters in underwritten offerings 
     and confirm the same if and when requested, (ii) cause its counsel to
     deliver an opinion and updates thereof relating to the Securities in
     customary form addressed to such Holders and the managing 
     underwriters, if any, and dated, in the case of the initial opinion, 
     the effective date of such Shelf Registration Statement covering
     matters customarily covered in opinions requested in underwritten
     offerings, (iii) cause its officers to execute and deliver such documents
     and certificates and updates thereof as may be reasonably requested by any
     underwriters of the applicable Securities, and which are customarily
     delivered in underwritten offerings, to evidence the continued validity of
     the representations and warranties of the Company made pursuant to clause
     (i) above and to evidence compliance with any customary conditions
     contained in an underwriting agreement and (iv) cause its independent
     public accountants to provide to the selling Holders of the applicable
     Securities and any underwriter therefor a comfort letter in customary form
     and covering matters of the type customarily covered in comfort letters in
     connection with primary underwritten offerings, subject to receipt of
     appropriate documentation as contemplated, and only if permitted, by
     Statement of Auditing Standards No. 72.

         (r)  If a Registered Exchange Offer is to be consummated, upon
    delivery of the Notes by Holders to the Company (or to such other Person as
    directed by the Company) in exchange for the Exchange Notes, the Company
    shall mark, or caused to be marked, on the Notes so exchanged that such
    Notes are being canceled in exchange for the Exchange Notes, and in no
    event shall the Notes be marked as paid or otherwise satisfied.

         (s)  The Company will use reasonable efforts to cause the Securities
    covered by a Registration Statement to be rated by two nationally
    recognized statistical rating organizations (as such term is defined in
    Rule 436(g)(2) under the Securities Act) if so requested by Holders of a
    majority in aggregate 

<PAGE>


    principal amount of Securities covered by such Registration Statement, or 
    by the managing underwriters, if any.

         (t)  In the event that any broker-dealer registered under the Exchange
    Act shall underwrite any Securities or participate as a member of an
    underwriting syndicate or selling group or "assist in the distribution"
    (within the meaning of the Rules of Fair Practice and the By-Laws of the
    National Association of Securities Dealers, Inc. ("NASD")) thereof, whether
    as a Holder of such Securities or as an underwriter, a placement or sales
    agent or a broker or dealer in respect thereof, or otherwise, the Company
    shall assist such broker-dealer in complying with the requirements of such
    Rules and By-Laws, including by (i) if such Rules or By-Laws, including
    Schedule E thereto, shall so require, cooperating in the engagement by such
    broker-dealer of a "qualified independent underwriter" (as defined in such
    Schedule) to participate in the preparation of the Registration Statement
    relating to such Securities, to exercise usual standards of due diligence
    in respect thereto and, if any portion of the offering contemplated by such
    Registration Statement is an underwritten offering or is made through a
    placement or sales agent, to recommend the yield of such Securities,
    (ii) indemnifying any such qualified independent underwriter to the extent
    of the indemnification of underwriters provided in Section 5 hereof and
    (iii) providing such information to such broker-dealer as may be required
    in order for such broker-dealer to comply with the requirements of the
    Rules of Fair Practice of the NASD.

         SECTION 4.  REGISTRATION EXPENSES.  The Company shall pay all fees and
expenses incident to the performance of or compliance with this Agreement by the
Company including, without limitation, (i) all Commission, stock exchange or
NASD registration and filing fees, (ii) all fees and expenses incurred in
connection with compliance with state securities or Blue Sky laws (including
reasonable fees and disbursements of counsel for any underwriters or holders in
connection with Blue Sky qualification of any of the Securities), (iii) all
expenses of any persons in preparing or assisting in preparing, word processing,
printing and distributing any Registration Statement, any prospectus, any
amendments or supplements thereto, any underwriting 
<PAGE>

agreements, securities sales agreements and other documents relating to the 
performance of and compliance with this Agreement, (iv) all rating agency 
fees and (v) the fees and disbursements of counsel for the Company and in the 
event of a Shelf Registration, the reasonable fees and disbursements of one 
firm of counsel designated by the Holders of a majority in principal amount 
of the Securities covered thereby and of the independent public accountants 
of the Company, including the expense of any special audits or "cold comfort" 
letters required by or incident to such performance and compliance, but 
excluding fees and expenses of counsel to the underwriters and underwriting 
discounts and commissions and transfer taxes, if any, relating to the sale or 
disposition of Securities by a Holder.

         SECTION 5.  INDEMNIFICATION.  (a)  The Company agrees to indemnify 
and hold harmless each Holder of the Securities, any Participating 
Broker-Dealer, and each person, if any, who controls such Holder or such 
Participating Broker-Dealer within the meaning of either Section 15 of the 
Securities Act or Section 20 of the Exchange Act, or is under common control 
with, or is controlled by, such Holder or such Participating Broker-Dealer, 
from and against any and all losses, claims, damages and liabilities 
(including, without limitation, any legal or other expenses reasonably 
incurred by such Holder or Participating Broker-Dealer or any such 
controlling or affiliated person in connection with defending or 
investigating any such action or claim) caused by any untrue statement or 
alleged untrue statement of a material fact contained in a Registration 
Statement or prospectus (as amended or supplemented if the Company shall have 
furnished any amendments or supplements thereto), or caused by any omission 
or alleged omission to state therein a material fact required to be stated 
therein or necessary to make the statements therein, in light of the 
circumstances under which they were made, not misleading, except insofar as 
such losses, claims, damages or liabilities are caused by any such untrue 
statement or omission or alleged untrue statement or omission based upon 
information relating to such Participating Broker-Dealer or any Holder 
furnished to the Company in writing by such Holder or Participating 
Broker-Dealer expressly for use therein; PROVIDED that the foregoing 
indemnity agreement with respect to any preliminary prospectus shall not 
inure to the benefit of any Holder or Participating Broker-Dealer from whom 
the person asserting any such losses, claims, damages or liabilities 
purchased Securities, or any person controlling or 

<PAGE>

affiliated with such Holder or Participating Broker-Dealer, if a copy of the
final prospectus (as then amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) was not sent or given by or on
behalf of such Holder or Participating Broker-Dealer to such person, if required
by law so to have been delivered, at or prior to the written confirmation of the
sale of the Securities to such person, and if the final prospectus (as so
amended or supplemented) would have cured the defect giving rise to such loss,
claim, damage or liability.

         (b)  As a condition to the enjoyment of the benefit of any
Registration Statement, prospectus or preliminary prospectus or any amendment or
supplement thereto, each Holder of the Securities, severally and not jointly,
shall agree to indemnify and hold harmless the Company, other selling Holders,
directors of the Company, the officers of the Company who sign a Registration
Statement and each person, if any, who controls the Company or any selling
Holders, within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Company to such Holder, but only with reference to information relating
to such Holder furnished to the Company in writing by such Holder expressly for
use in a Registration Statement, any preliminary prospectus, prospectus or any
amendments or supplements thereto.

         (c)  In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either paragraph (a) or (b) above, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and expenses of such counsel related to such
proceeding.  In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded parties)
include 

<PAGE>

both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them.  It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred.  If an indemnified party includes (x) the Purchasers or such
controlling persons of the Purchasers, such firm shall be designated in writing
by Morgan Stanley & Co. Incorporated or (y) Holders of Securities (other than
the Purchasers) or controlling persons of such Holders, such firm shall be
designated in writing by Holders of a majority in aggregate principal amount of
such Securities. In all other cases, such firm shall be designated by the
Company.  The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.  Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 90 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement, unless the reasonableness of such fees and expenses is being
challenged in good faith by the indemnifying party.  No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

         (d)  To the extent the indemnification provided for in paragraph (a)
or (b) of this Section 5 is unavailable 

<PAGE>

to an indemnified party or insufficient in respect of any losses, claims, 
damages or liabilities, then each indemnifying party under such paragraph, in 
lieu of indemnifying such indemnified party thereunder, shall contribute to 
the amount paid or payable by such indemnified party as a result of such 
losses, claims, damages or liabilities (i) in such proportion as is 
appropriate to reflect the relative benefits received by the indemnifying 
party on the one hand and the indemnified party on the other hand from the 
exchange of the Notes pursuant to the Registered Exchange Offer or (ii) if 
the allocation provided by clause (i) above is not permitted by applicable 
law, in such proportion as is appropriate to reflect not only the relative 
benefits referred to in clause (i) above but also the relative fault of the 
indemnifying party on the one hand and the indemnified party on the other 
hand in connection with the statements or omissions that resulted in such 
losses, claims, damages or liabilities, as well as any other relevant 
equitable considerations.  The relative fault of the parties shall be 
determined by reference to, among other things, whether the untrue or alleged 
untrue statement of a material fact or the omission or alleged omission to 
state a material fact relates to information supplied by the Company or by 
such Holder, Participating Broker-Dealer or other indemnified party and the 
parties' relative intent, knowledge, access to information and opportunity to 
correct or prevent such statement or omission.

         (e)  The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by PRO RATA
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above.  The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in paragraph (d) above shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim.  Notwithstanding the provisions of this
Section 5, the Holders of Securities shall not be required to contribute any
amount in excess of the amount by which the total price at which the Notes were
sold by such Holder pursuant to a Registration Statement exceeds the amount of
any damages that such Holders have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.  No
person guilty of fraudulent misrepresentation (within the 

<PAGE>

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.  The indemnity and contribution provisions contained in 
this Section 5 shall remain operative and in full force and effect regardless 
of (i) any termination of this Agreement, (ii) any investigation made by or 
on behalf of any indemnified party and (iii) the sale of the Securities.  The 
remedies provided for in this Section 5 are not exclusive and shall not limit 
any rights or remedies which may otherwise be available to any indemnified 
party at law or in equity.

         SECTION 6.  ADDITIONAL INTEREST UNDER CERTAIN CIRCUMSTANCES. 
(a)  Additional interest (the "Additional Interest") with respect to the
Securities shall be assessed if on or prior to the date that is seven months
after the Issue Date, neither the Registered Exchange Offer is consummated nor,
if required in lieu thereof, the Shelf Registration Statement is declared
effective by the Commission (each such event being a "Registration Default"). 
Additional Interest shall accrue on the Securities over and above the interest
rate set forth in the title of the Securities from and including such date for
so long as the Securities remain outstanding at a rate of 0.5% per annum;
PROVIDED, HOWEVER, if a Registration Default has occurred and is continuing at
and after the date that is thirteen months after the Issue Date, then Additional
Interest shall accrue on the Securities over and above the interest rate set
forth in the title of the Securities from and including such date for so long as
the Securities remain outstanding at a rate of 1.0% per annum.  

         Any amount of Additional Interest due pursuant to the foregoing
paragraph will be payable in cash on the regular interest payment dates with
respect to the Securities.  The amount of Additional Interest will be determined
by multiplying the applicable Additional Interest rate by the principal amount
of the Notes, multiplied by a fraction, the numerator of which is the number of
days such Additional Interest rate was applicable during such period (determined
on the basis of a 360-day year comprised of twelve 30-day months), and the
denominator of which is 360.

         (b)  "Transfer Restricted Notes" means each Security until (i) the
date on which such Transfer Restricted Note has been exchanged by a person other
than a broker-dealer for a freely transferrable Exchange Note in the Registered
Exchange Offer, (ii) following the exchange 

<PAGE>

by a broker-dealer in the Registered Exchange Offer of a Transfer Restricted 
Note for an Exchange Note, the date on which such Exchange Note is sold to a 
purchaser who receives from such broker-dealer on or prior to the date of 
such sale a copy of the prospectus contained in the Exchange Offer 
Registration Statement, (iii) the date on which such Transfer Restricted Note 
has been effectively registered under the Securities Act and disposed of in 
accordance with the Shelf Registration Statement or (iv) the date on which 
such Transfer Restricted Note is distributed to the public pursuant to Rule 
144 (or any similar provision then in force) under the Securities Act or is 
saleable pursuant to Rule 144(k) (or any similar provision then in force) 
under the Securities Act.

         SECTION 7.  RULES 144 AND 144A.  The Company shall use its best
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder of
Transfer Restricted Notes, make publicly available other information so long as
necessary to permit sales of Securities pursuant to Rules 144 and 144A provided
that sales could otherwise be made under such rules.  The Company covenants that
it will take such further action as any Holder of Transfer Restricted Notes may
reasonably request, all to the extent required from time to time to enable such
Holder to sell Transfer Restricted Notes without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including the requirements of Rule 144A(d)(4)).  Upon the request of any
Holder of Transfer Restricted Notes, the Company shall deliver to such Holder a
written statement as to whether it has complied with such requirements. 
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.  The Company will provide a copy of this Agreement to prospective
purchasers of Notes identified to the Company by the Purchasers upon request.

         SECTION 8.  UNDERWRITTEN REGISTRATIONS.  If any of the Transfer
Restricted Notes covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering ("Managing Underwriters") will be
selected by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Notes included in such offering, but such selection must be

<PAGE>

approved by the Company, which approval will not be unreasonably withheld or
delayed.

         No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted Notes on
the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

         SECTION 9.  MISCELLANEOUS.  (a)  AMENDMENTS AND WAIVERS.  The
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
except by the Company and the written consent of the Holders of a majority in
principal amount of the Securities affected by such amendment, modification,
supplement, waiver or consent.

         (b)  NOTICES.  All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

         (1) if to a Holder of the Securities, at the most current address
    given by such Holder to the Company in accordance with the provisions of
    this Section 9(b), which address initially is, with respect to each Holder,
    the address of such Holder to which confirmation of the sale of the Notes
    to such Holder was first sent by the Purchasers, with a copy in like manner
    to you as follows:

              Morgan Stanley & Co. Incorporated
              1585 Broadway
              New York, NY 10036
              Fax No.: (212) 761-0260
              Attention:  Managing Director, Syndicate 
<PAGE>

    with a copy to:

              Cravath, Swaine & Moore
              Worldwide Plaza
              825 Eighth Avenue
              New York, New York 10019
              Fax No.: (212) 474-3700
              Attention:  Kris F. Heinzelman

         (2)  if to the Company, at the following address:

              Kelley Oil & Gas Corporation
              601 Jefferson
              Suite 1100
              Houston, TX 77002
              Fax No.: (713) 652-5200
              Attention:  Thomas E. Baker 

    with a copy to:

              Fulbright & Jaworski L.L.P.
              1301 McKinney St., Suite 5100
              Houston, TX 77010-3095
              Fax No.:  (713) 651-5246
              Attention:  Charles H. Still

         All such notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day following the day sent, if sent by overnight air
courier guaranteeing next day delivery.

         (c)  NO INCONSISTENT AGREEMENTS.  The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its Securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

         (d)  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon the
Company and its successors and assigns.

         (e)  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall

<PAGE>

be deemed to be an original and all of which taken together shall constitute 
one and the same agreement.

         (f)  HEADINGS.  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (g)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW.

         (h)  SEVERABILITY.  If 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
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.

         (i)  SECURITIES HELD BY THE COMPANY.  Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities is
required hereunder, Securities held by the Company or its affiliates (other than
Holders of Securities if such Holders are deemed to be affiliates solely by
reason of their holdings of such Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.

<PAGE>

    If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Purchasers and the Company in accordance with its terms.

                                                Very truly yours,

                                                KELLEY OIL & GAS CORPORATION,

                                                by
                                                 /s/ WILLIAM C. RANKIN       
                                                 ----------------------------
                                                 Name:  William C. Rankin
                                                 Title: Senior Vice
                                                        President and Chief
                                                        Financial Officer

Accepted as of the date hereof

MORGAN STANLEY & CO. INCORPORATED
CHASE SECURITIES INC.
LAZARD FRERES & CO. LLC

Acting severally on behalf
    of themselves and the
    several Purchasers
    named herein

    by MORGAN STANLEY & CO.
        INCORPORATED,


by
   /s/ DARREN S. THOMPSON        
   ------------------------------
   Name:  Darren S. Thompson
   Title: Vice President

<PAGE>

                                                                         ANNEX A

         Each broker-dealer that receives Exchange Notes for its own account 
pursuant to the Exchange Offer must acknowledge that it will deliver a 
prospectus in connection with any resale of such Exchange Notes.  The Letter 
of Transmittal states that by so acknowledging and by delivering a 
prospectus, a broker-dealer will not be deemed to admit that it is an 
"underwriter" within the meaning of the Securities Act.  This Prospectus, as 
it may be amended or supplemented from time to time, may be used by a 
brokerdealer in connection with resales of Exchange Notes received in 
exchange for Existing Notes where such Existing Notes were acquired by such 
broker-dealer as a result of marketmaking activities or other trading 
activities.  The Company has agreed that, for a period of 90 days after the 
Expiration Date (as defined herein), it will make this Prospectus available 
to any broker-dealer for use in connection with any such resale.  See "Plan 
of Distribution".

<PAGE>

                                                                         ANNEX B

         Each broker-dealer that receives Exchange Notes for its own account 
in exchange for Notes, where such Notes were acquired by such broker-dealer 
as a result of marketmaking activities or other trading activities, must 
acknowledge that it will deliver a prospectus in connection with any resale 
of such Exchange Notes.  See "Plan of Distribution".

<PAGE>

                                                                         ANNEX C
PLAN OF DISTRIBUTION

         Each broker-dealer that receives Exchange Notes for its own account 
pursuant to the Exchange Offer must acknowledge that it will deliver a 
prospectus in connection with any resale of such Exchange Notes.  This 
Prospectus, as it may be amended or supplemented from time to time, may be 
used by a broker-dealer in connection with resales of Exchange Notes received 
in exchange for Existing Notes where such Existing Notes were acquired as a 
result of marketmaking activities or other trading activities.  The Company 
has agreed that, for a period of 90 days after the Expiration Date, it will 
make this prospectus, as amended or supplemented, available to any 
broker-dealer for use in connection with any such resale.  In addition, until 
     , 199 , all dealers effecting transactions in the Exchange Notes may be 
required to deliver a prospectus.*

         The Company will not receive any proceeds from any sale of Exchange 
Notes by broker-dealers.  Exchange Notes received by broker-dealers for their 
own account pursuant to the Exchange Offer may be sold from time to time in 
one or more transactions in the over-the-counter market, in negotiated 
transactions, through the writing of options on the Exchange Notes or a 
combination of such methods of resale, at market prices prevailing at the 
time of resale, at prices related to such prevailing market prices or 
negotiated prices.  Any such resale may be made directly to purchasers or to 
or through brokers or dealers who may receive compensation in the form of 
commissions or concessions from any such broker-dealer or the purchasers of 
any such Exchange Notes.  Any broker-dealer that resells Exchange Notes that 
were received by it for its own account pursuant to the Exchange Offer and 
any broker or dealer that participates in a distribution of such Exchange 
Notes may be deemed to be an "underwriter" within the meaning of the 
Securities Act and any profit on any such resale of Exchange Notes and any 
commission or concessions received by any such persons may be deemed to be 
underwriting compensation under the Securities Act.  The Letter of 
Transmittal states that, by acknowledging that it will deliver and by 
delivering a prospectus, a broker-dealer will not be deemed to admit that


------------------------
    * In addition, the legend required by Item 502(e) of Regulation S-K will 
appear on the back cover page of the Exchange Offer prospectus.

<PAGE>

it is an "underwriter" within the meaning of the Securities Act.

         For a period of 90 days after the Expiration Date the Company will 
promptly send additional copies of this Prospectus and any amendment or 
supplement to this Prospectus to any broker-dealer that requests such 
documents in the Letter of Transmittal.  The Company has agreed to pay all 
expenses incident to the Exchange Offer (including the expenses of one 
counsel for the Holders of the Notes) other than commissions or concessions 
of any brokers or dealers and will indemnify the Holders of the Securities 
(including any broker-dealers) against certain liabilities, including 
liabilities under the Securities Act.

<PAGE>

                                                                         ANNEX D

/     /       CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
              ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
              AMENDMENTS OR SUPPLEMENTS THERETO.

              Name:
                    ------------------------------------------------------

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

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


If the undersigned is not a broker-dealer, the undersigned represents that it 
is not engaged in, and does not intend to engage in, a distribution of 
Exchange Notes.  If the undersigned is a broker-dealer that will receive 
Exchange Notes for its own account in exchange for Notes that were acquired 
as a result of market-making activities or other trading activities, it 
acknowledges that it will deliver a prospectus in connection with any resale 
of such Exchange Notes; however, by so acknowledging and by delivering a 
prospectus, the undersigned will not be deemed to admit that it is an 
"underwriter" within the meaning of the Securities Act.