Exhibit No. 10.1

                                SECOND AMENDMENT

                                       TO

                                CREDIT AGREEMENT


                                      among

                              FLORES & RUCKS, INC.,
                                as the Borrower,


                            THE CHASE MANHATTAN BANK,
                                    as Agent,

                                       and

                          THE LENDERS SIGNATORY HERETO

                         Effective as of August 14, 1996



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                      SECOND AMENDMENT TO CREDIT AGREEMENT


         THIS SECOND  AMENDMENT TO CREDIT  AGREEMENT  (this "Second  Amendment")
executed effective as of August 14, 1996 (the "Effective Date"), is among FLORES
& RUCKS,  INC., a corporation duly organized and validly existing under the laws
of the State of Louisiana (the "Borrower"); each of the lenders under the Credit
Agreement (hereinafter defined) (individually, a "Lender" and, collectively, the
"Lenders");  and THE CHASE  MANHATTAN BANK ( formerly The Chase  Manhattan Bank,
N.A.).,  as agent for the Lenders under the Credit  Agreement (in such capacity,
together with its successors in such capacity, the "Agent").


                               W I T N E S S E T H

                  WHEREAS,  the Borrower,  the Agent and the Lenders are parties
to that  certain  Credit  Agreement  dated as of December 7, 1994 (as amended by
that certain First Amendment to Credit  Agreement dated as of December 31, 1994,
the "Credit Agreement"),  pursuant to which the Lenders have made certain credit
available to and on behalf of the Borrower; and

                  WHEREAS,  the  Borrower  has  requested  and the Agent and the
Lenders have agreed to amend certain provisions of the Credit Agreement; and

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual  covenants herein  contained,  for good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

                  Section 1.  Defined  Terms.  All  capitalized  terms which are
defined  in the  Credit  Agreement,  but which are not  defined  in this  Second
Amendment,  shall have the same  meanings  as  defined in the Credit  Agreement.
Unless  otherwise  indicated,  all section  references in this Second  Amendment
refer to the Credit Agreement.

                  Section 2. Amendments to Credit Agreement.

                  2.1 Section 1.02.  Section 1.02 is hereby  amended as follows:

                  (a) The definition of "Applicable Hydrocarbon Price" is hereby
deleted in its entirety.

                  (b) The definition of "Indebtedness" is hereby amended to read
as follows:

         "Indebtedness"  shall mean any and all amounts  owing or to be owing by
         the Borrower to the Agent and/or  Lenders in  connection  with the Loan
         Documents  and  the  Letter  of  Credit  Agreements,  and  any  Hedging
         Agreements now or hereafter arising between the Borrower and any Lender
         or its Affiliate and permitted by the terms of Section 9.01(e), and all
         renewals, extensions and/or rearrangements of any of the above."

                  (c) The  definition  of "Net  Production  Revenue"  is  hereby
deleted in its entirety.



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                  2.2 Section 2.07.  Section 2.07(d) of the Credit  Agreement is
hereby amended to read as follows:

                  "(d) If either  (i) (x) the  Borrowing  Base or the  Aggregate
         Maximum  Credit  Amounts have been reduced as the result of any sale or
         other  disposition  described  in Section  2.03(d),  and (y) either the
         Borrowing Base or the Aggregate  Maximum Credit Amounts,  as reduced is
         less than the aggregate  outstanding principal amount of the Loans plus
         the LC Exposure  ("Deficiency"),  or (ii) the then  effective  Adjusted
         Consolidated  Net Tangible Assets minus  $25,000,000 are less than 110%
         of the  aggregate  amount  of  all  Indenture  Indebtedness  (excluding
         Subordinated  Indebtedness  of the Company as defined in the Indenture)
         then  outstanding  at any time after May 31,  1996  ("Deficiency"),  in
         either case,  the  Borrower  shall (x) prepay the Loans in an aggregate
         principal  amount equal to the greater of the  Deficiency  from Section
         2.07(d)(i) or (ii), together with interest on the principal amount paid
         accrued  to the  date of  such  prepayment  and (y) if any  part of the
         Deficiency  remains  after  prepaying  all of the Loans  because  of LC
         Exposure,  pay to the Agent on behalf of the Lenders an amount equal to
         such remaining  Deficiency to be held as cash collateral as provided in
         Section 2.10(b) hereof."

                  2.3 Section 2.08(d). Section 2.08(d) is hereby amended to read
as follows: 
               "(d) So long as any of the  Commitments  are in effect  and until
          payment in full of all Loans hereunder,  on or around the first day of
          each May and  November,  commencing  November  1, 1996  (each  being a
          "Scheduled  Redetermination  Date"), the Lenders shall redetermine the
          amount of the Borrowing Base in accordance  with Section  2.08(b).  In
          addition,  the  Majority  Lenders may  initiate  only one  unscheduled
          redetermination  of the Borrowing Base during any  consecutive  twelve
          (12) month period by specifying in writing to the Borrower the date on
          which the Borrower is to furnish a Reserve  Report in accordance  with
          Section  8.07(b)  and the date on  which  such  redetermination  is to
          occur,  and the Borrower may request one  unscheduled  redetermination
          during any consecutive twelve (12) month period at no charge."
         
                  2.4 Section  2.08(f).  Section 2.08 is hereby amended to add a
new clause (f) as follows:
                         
               "(f) On the  fifteenth  day of each May,  August,  November,  and
          February the  Borrowing  Base shall  automatically  reduce or increase
          (but not above the latest  Borrowing  Base  determined  under  Section
          2.08(d)) to the amount of the  Adjusted  BB set forth on the  schedule
          below  corresponding to the LOE/BOE set forth in the information to be
          provided by Borrower on or before such date in compliance with Section
          8.07(d). If the applicable Adjusted BB in the schedule is greater than
          the then  outstanding  Borrowing Base, the Borrowing Base shall not be
          adjusted  upwards in excess of the latest  Borrowing  Base  determined
          under Section 2.08(d). "LOE/BOE" shall mean the Borrower's total lease
          operating  expense  for the  immediately  preceding  calendar  quarter
          determined  using the same  methodology as  consistently  applied over
          time as used by the independent  petroleum  engineers who prepared the
          latest Reserve Report divided by total production of Hydrocarbons on a
          barrel of oil equivalent basis



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<PAGE>



          for the same  period.For  purposes of this Section and Section 8.07(d)
          6,000cubic feet of gas shall equal one barrel of oil.




              LOE/BOE                   ADJUSTED BB
              -------                   -----------

              $4.50                     $50,000,000
              $4.75                     $43,000,000
              $5.00                     $36,000,000
              $5.25                     $29,000,000
              $5.50                     $22,000,000
              $5.75                     $15,000,000
              $6.00                     $8,000,000
              $6.25                          0


                  2.5 Section 6.02.  Section 6.02 is hereby  amended by deleting
the first paragraph of such section and inserting in lieu thereof the following:

         "The  obligation  of the Lenders to make Loans to the Borrower upon the
         occasion of each  borrowing  hereunder and to issue,  renew,  extend or
         reissue  Letters of Credit for the account of the  Borrower  (including
         the Initial  Funding) is subject to the  further  conditions  precedent
         that, as of the date of such Loans or such issuance, renewal, extension
         or reissuance,  and after giving effect  thereto:  (i) no Default shall
         have occurred and be continuing;  (ii) no event or  circumstance  shall
         exist  which with the giving of any notice or the lapse of time or both
         would obligate the Parent Borrower to redeem or offer to buy all or any
         of the  Senior  Notes  under the  Indenture;  (iii) the then  effective
         Adjusted  Consolidated  Net Tangible  Assets minus  $25,000,000 are not
         less than 110% of the aggregate  amount of all  Indenture  Indebtedness
         (excluding  Subordinated  Indebtedness of the Company as defined in the
         Indenture);  (iv) no Material  Adverse Effect shall have occurred;  and
         (v) the  representations and warranties made by the Borrower in Article
         VII  and by  the  Borrower  and  the  Parent  Company  in the  Security
         Instruments  shall be true on and as of the date of the  making of such
         Loans or issuance, renewal, extension or reissuance with the same force
         and  effect  as if made on and as of such date and  following  such new
         borrowing or such issuance, renewal, extension or reissuance, except to
         the extent such representations and warranties are expressly limited to
         an earlier date or the Majority Lenders may expressly consent in
         writing to the contrary."

2.6      Section 8.07.  Section 8.07(d) is hereby amended to read as follows:
                          

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                  "(d) As soon as  available  and in any  event  within  45 days
         after the end of fiscal quarter,  the Borrower shall provide production
         reports and general and  administrative  cost summaries for its Oil and
         Gas  Properties,  which reports  shall include  quantities or volume of
         production,  revenue,  realized  product  prices,  operating  expenses,
         taxes,  capital  expenditures  and lease  operating  costs  which  have
         accrued to the Borrower's  accounts in such period and a calculation of
         LOE/BOE,  and such other  information with respect thereto as the Agent
         or any Lender may reasonably require. Such reports shall be accompanied
         by a certificate in substantially the form of Exhibit H hereto executed
         by a Responsible  Officer  certifying as to Adjusted  Consolidated  Net
         Tangible  Assets as of the last day of such  quarter  and  showing  the
         calculations thereof in reasonable detail."

                  2.7 Section 9.02.  Section 9.02(a) is hereby amended by adding
the words "pursuant to the Security Instruments" to the end of such Section.

                  2.8 Section  9.12.  Section 9.12 is hereby  amended to read as
follows: 

                  "Section 9.12 Current Ratio. The Parent Company's ratio of (i)
         consolidated   current  assets  plus  unused   availability  under  the
         Aggregate   Commitments  to  (ii)  consolidated   current   liabilities
         (excluding  current maturities of the Notes) shall not be less than 1.0
         to 1.0 as of the last day of two  consecutive  fiscal  quarters  of the
         Borrower."

                  2.9  Exhibit H.  Exhibit H to the Credit  Agreement  is hereby
deleted in its entirety and the revised Exhibit H (attached  hereto) is inserted
in lieu thereof.

                  Section 3. Conditions  Precedent.  The  effectiveness  of this
Second  Amendment  is  subject  to the  receipt  by the  Agent of the  following
documents and satisfaction of the conditions provided in this Section 3, each of
which shall be satisfactory to the Agent in form and substance:

                  3.1 Loan  Documents.  The Agent shall have  received  multiple
counterparts, as requested of this Second Amendment, executed and delivered by a
duly authorized officer of each party.

                  3.2    Representations    and   Warranties.    Each   of   the
representations and warranties made by the Borrower and the Parent Company in or
pursuant to the Security  Instruments  shall be true and correct in all material
respects as of the Effective Date, as if made on and as of such date.

                  3.3 No  Default.  No Default  or Event of  Default  shall have
occurred and be continuing as of the Effective Date.


                  3.4 No Change. No event shall have occurred since December 31,
1995 which,  in the  reasonable  opinion of the Majority  Lenders,  could have a
Material  Adverse Effect on the condition  (financial or  otherwise),  business,
operations or prospects of the Borrower or the Parent Company.

                  3.5  Security  Instruments.  All of the  Security  Instruments
shall be in full force and effect.
                           

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<PAGE>

                  Section 4.  Representations  and Warranties.  The Borrower and
the Parent  Company hereby affirms that as of the date of execution and delivery
of this Second Amendment, all of the representations and warranties contained in
the Credit  Agreement  are true and correct in all  material  respects as though
made on and as of the  Effective  Date and after  giving  effect to this  Second
Amendment and to the transactions contemplated hereby and that no Defaults exist
under the Credit Agreement or will exist under the Credit Agreement after giving
effect to the aforesaid transactions.

                  Section 5.        Miscellaneous.

                  5.1  Confirmation.  The provisions of the Credit Agreement (as
amended  by this  Second  Amendment)  shall  remain in full  force and effect in
accordance  with  their  terms  following  the   effectiveness  of  this  Second
Amendment.

                  5.2 Ratification and Affirmation of Parent Company. The Parent
Company hereby expressly (i)  acknowledges  the terms of this Second  Amendment,
(ii) ratifies and affirms its obligations  under the Guaranty  Agreement,  (iii)
acknowledges,  renews and extends its  continued  liability  under the  Guaranty
Agreement  and agrees  that said  Guaranty  Agreement  remains in full force and
effect with respect to the Indebtedness.

                  5.3 Counterparts. This Second Amendment may be executed by one
or more of the parties hereto in any number of separate counterparts, and all of
such counterparts  taken together shall be deemed to constitute one and the same
instrument.

                  5.4 No Oral  Agreement.  THIS WRITTEN  SECOND  AMENDMENT,  THE
CREDIT  AGREEMENT  AND THE OTHER  SECURITY  INSTRUMENTS  EXECUTED IN  CONNECTION
THEREWITH  REPRESENT  THE FINAL  AGREEMENT  BETWEEN  THE  PARTIES AND MAY NOT BE
CONTRADICTED  BY  EVIDENCE  OF  PRIOR,   CONTEMPORANEOUS,   OR  SUBSEQUENT  ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL  AGREEMENTS  BETWEEN THE
PARTIES.

                  5.5 GOVERNING LAW. THIS SECOND AMENDMENT  (INCLUDING,  BUT NOT
LIMITED TO, THE VALIDITY AND  ENFORCEABILITY  HEREOF)  SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW YORK, OTHER THAN THE
CONFLICTS OF LAWS RULES THEREOF.



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         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Second
Amendment to be duly executed effective as of the date first written above.


BORROWER:                                   FLORES & RUCKS, INC.


                                            By: /s/  Robert L. Belk
                                                ----------------------------
                                                     Robert L. Belk
                                                     Senior Vice President and
                                                     Chief Financial Officer


AGENT:                                      THE CHASE MANHATTAN BANK, AS AGENT


                                            By: /s/  Martha Ann Fetner
                                                ----------------------------
                                                     Martha Ann Fetner
                                                     Vice President


LENDER:                                     THE CHASE MANHATTAN BANK


                                            By: /s/  Martha Ann Fetner
                                                ----------------------------
                                                     Martha Ann Fetner
                                                     Vice President


LENDER:                                     FIRST NATIONAL BANK OF COMMERCE


                                            By: 
                                                ----------------------------
                                                     David R. Reid
                                                     Senior Vice President


PARENT COMPANY:                             FLORES & RUCKS, INC.


                                            By: /s/  Robert L. Belk
                                                ----------------------------
                                                     Robert L. Belk
                                                     Senior Vice President and
                                                     Chief Financial Officer



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