EXHIBIT 10.183

             PURCHASE AND SALE AND ACREAGE EXCHANGE AGREEMENT
                GREEN CANYON AREA, OUTER CONTINENTAL SHELF


    This  PURCHASE AND SALE AND ACREAGE EXCHANGE AGREEMENT (the Agreement")
is executed effective this 28th day of August. 1997. by and between Enserch
Exploration. Inc.. a Texas corporation, as seller ("Seller") and Reading  &
Bates  Development  Co., a Texas corporation. as buyer ("Buyer").   Enserch
Exploration, Inc. is the successor by name change to Lone Star Energy Plant
Operations,  Inc.  ("LSEPO")  and  the  successor  by  merger  to   Enserch
Exploration,  Inc.  ("EEX"),  a subsidiary  of  ENSERCH  Corporation.   The
defined  term "Seller" shall include Enserch Exploration, Inc.,  LSEPO  and
EEX  such  that the rights, obligations ant commitments of Seller described
herein shall inure to and bear upon each of Enserch Exploration Inc., LSEPO
and EEX.

                                 RECITALS

     WHEREAS.  Seller  desires  to  convey and  Buyer  desires  to  acquire
certain  oil  and  gas  properties and related  rights  on  the  terms  and
conditions provided in this Agreement.

     AND  WHEREAS, as consideration for the acquisition of such oil and gas
properties  by  Buyer,  Buyer desires to make both a  cash  payment  and  a
conveyance  to Seller of certain other oil and gas properties,  and  Seller
desires  to  accept  such  cash  payment and  conveyance  of  oil  and  gal
properties;

NOW. THEREFORE. Seller and Buyer hereby agree as follows:

1.   SALE AND PURCHASE

     1.1   Sale.  Subject  to the terms and conditions of  this  Agreement,
Seller shall sell and Buyer shall purchase and pay for, at the Closing, but
effective  as  of 12:01 a.m., Central Standard Time. August 28,  1997  (the
"Effective Date"), the undivided rights, titles and interest; reflected  in
Exhibit  1.1  hereof, in and to the assets described below  located  in  or
pertaining to the Green Canyon Area on the Outer Continental Shelf off  the
coastline of the State of Louisiana (the "Assets"):

     (a)  The  oil, gas and mineral leases. described on Exhibit l.1,  Part
          (a) (the Leases"), together with a like interest with respect  to
          the  Leases  in  and to any and all (i) mineral  interests,  (ii)
          overriding  or landowners' royalty interests. (iii)  surface  and
          subsurface  interests and rights, (iv) beneficial convertible  or
          reversionary interests, (v) interest owned. claimed  or  acquired
          or   to  be  owned.  claimed  or  acquired.  by  agreement.  (vi)
          production payments (vii) contractual interests owned pursuant to
          participation   agreements  operating   agreements   or   similar
          agreements.  and  (viii) any and all like  or  unlike  interests,
          including  without limitation those specific items identifies  on
          Exhibit 1.1, Part (a).  This shall include any contractual rights
          providing for the acquisition or earning of any of the foregoing,
          and  Seller's  rights it respect of any pooled,  communitized  or
          unitized acreage of which any of the foregoing is a part. (All of
          the   foregoing  shall  be  called  collectively  the  "Leasehold
          Interests.")

     (b)  Any and all wells, wellbores, pipe. gathering lines, compressors,
          facilities equipment. platforms, pipelines, templates and any and
          all other personal real, movable and immovable property, fixtures
          or  equipment which are located on or used directly in connection
          with  the production, treatment or transportation of oil and  gas
          from  the  Leasehold  Interests, including,  without  limitation,
          those items specifically identified on Exhibit 1.1, Part (b) (the
          "Equipment").

     (c)  Any  and all easements, rights-of-way, and subsurface and surface
          rights  associated or used in connection with any such  easements
          or  rights-of-way which easements. rights-of-way  and  subsurface
          and  surface rights have been obtained for use in connection with
          the Leasehold Interests (the "Gathering Facilities").
     (d)  Any  and  all  oil,  gas  and  other minerals  produced  from  or
          attributable to the Leasehold Interests on or after the Effective
          Date.

     (e)  To  the  extent the same are assignable or transferable by Seller
          and to the extent and only to the extent that the same relate  to
          the  ownership  or  operation  of  the  Leasehold  Interests  the
          Gathering  Facilities or the Equipment on or after the  Effective
          Date,  all  of Seller's right, title and interest in and  to  all
          orders.  contracts (including, without limitation, all  contracts
          and   agreements   specifically  identified  on   Exhibit   3.7),
          agreements   (including   without   limitation   all    operating
          agreements,    transportation   agreements,   unit    agreements,
          participation agreements and processing agreements)  assignments,
          files,  instruments,  licenses, authorizations,  permits,  audits
          claims,  liens, suits, settlements and demands, and other rights,
          privileges benefits duties and powers conferred upon Seller.

1.2 Title Warranty.  Seller warrants that:

     (a)  Except  as  specifically set forth in Exhibit 1.1 and/or  Exhibit
          3.7  or  resulting from the application of the agreements  listed
          therein.  neither Seller nor any parent, subsidiary or  affiliate
          of  Seller during their respective periods of ownership  has  (A)
          executed any deed. conveyance, assignment or other instrument  as
          an assignor, grantor. sublessor or in another capacity or (B) has
          breached any obligation under any Asset that would (i) result  in
          Buyer's  being  entitled to receive less  than  the  net  revenue
          interest  for  any Lease, well or unit set forth in Exhibit  1.1,
          except as otherwise noted on Exhibit 1.1. of all oil and gas  in,
          under,  and  that  may be produced. saved and  marketed  from  or
          attributable to such Lease, well or unit, or (ii) obligate  Buyer
          to  bear  the  costs  and expenses relating to  the  maintenance.
          development and operator of such Lease. well or unit in an amount
          greater  than the working interest for such Lease. well  or  unit
          set  forth  in  Exhibit  1.1, unless  the  net  revenue  interest
          attributable  to  said  working  interest  is  increased   by   a
          proportionate or or greater amount; and

     (b)  Except  as  specifically set forth in Exhibit 1.1 and/or  Exhibit
          3.7  or  resulting from the application of the agreements  listed
          therein,  the  Assets are free of all liens, mortgages,  charges,
          pledges, security interests and encumbrances, including, but  not
          limited  to  such as may arise under any contracts or  judgments,
          created by, through or under Seller as of the Closing Date;

(the  limited warranty set forth in subparagraphs (a) and (b)  above  shall
hereinafter  be referred to as the Special Limited Warranty") Seller  shall
convey  the  Assets  with  no warranty whatsoever other  than  the  Special
Limited  Warranty, but with full substitution and subrogation to  Buyer  in
and  to  al covenants, agreements, representations and warranties  made  by
others  heretofore given or made it connection with the Assets or any  part
thereof.

     1.3  Other  Warranty  Provisions.  Except as set forth  herein,  Buyer
          acknowledges  that  (a)  Seller has  not  made  any  warranty  or
          representation,  whether  express, implied,  at  common  law,  by
          statute  or  otherwise. relating to the fitness for  an  intended
          purpose  or  condition  of  any movable property  constituting  a
          portion  of the Assets and (b) Buyer shall acquire such  personal
          property  in  AS  IS,  WHERE  IS"  condition  Except  as  may  be
          specifically  set forth to the contrary in this Agreement,  Buyer
          acknowledges   that   Seller  has  made  no  representations   or
          warranties whatever, expressed or implied, (Seller having  hereby
          expressly  disclaimed all such warranties) as  to  the  accuracy,
          completeness, or materiality of any data, information, record  or
          materials  now,  heretofore,  or  hereafter  made  available   in
          connection  with  this Agreement (including, without  limitation,
          any  descriptions of oil and gas leases; quality or  quantity  of
          hydrocarbon  reserves  attributable  to  the  Assets,   if   any;
          production    rates.   exploratory   or   development    drilling
          opportunities,  decline  rates,  potential  for   production   of
          hydrocarbons from the Assets; the environmental condition of said
          Assets;  the legal. tax or other consequences of owning  Seller's
          interest in the Assets; or any other information contained in any
          material furnished in connection with this transaction)  Any  and
          all  such  data, information, records or materials  furnished  by
          Seller to Buyer are provided as convenience only and any reliance
          on  or  use  of same is at the Buyer's sole risk. EXCEPT  AS  SET
          FORTH  HEREIN, WITHOUT LIMITING THE GENERALITY OF THIS  PARAGRAPH
          SELLER  DISCLAIMS  AND  NEGATES  AS  TO  ANY  PERSONAL  PROPERTY,
          FIXTURES IMPROVEMENTS AND APPURTENANCES SUBJECT TO THIS AGREEMENT
          (INCLUDING  ALL  WELLS): (A) ANY IMPLIED OR EXPRESS  WARRANTY  OF
          MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY  OF  FITNESS
          FOR A PARTICULAR PURPOSE, AND (C) ANY IMPLIED OR EXPRESS WARRANTY
          OF  CONFORMITY  TO MODELS OR SAMPLE OR MATERIALS.  THE  PURCHASER
          EXPRESSLY  AGREES THAT TITLE TO SUCH PERSONAL PROPERTY, FIXTURES,
          IMPROVEMENTS AND APPURTENANCES WILL BE ACCEPTED "AS  IS",  "WHERE
          IS", "WITH ALL FAULTS", AND IN ITS PRESENT CONDITION AND STATE OF
          RFPAIR.

     1.4     Exclusion    of   the   Vessel   Allegheny/nee    Polymariner.
Notwithstanding  anything to the contrary herein contained,  this  Purchase
and  Sale  Agreement shall not cover or pertain whatsoever  to  the  vessel
Allegheny/nee Polymariner which is currently co-owned by Seller with others
and we; purchased for use in connection with the Assets.

2.   PURCHASE PRICE AND OTHER CONSIDERATION.

     2.1  Determination of Purchase Price. The cash portion of the purchase
price  for  the Assets (the "Purchase Price ") shall be Eight  Million  and
No/100 Dollars ($8,000,000.00) (the "Purchase Price");

     2.2   Payment  of  Purchase Price. The payment of the  Purchase  Price
shall  be  made by Buyer to Seller in immediately available funds via  wire
transfer at Closing.

     2.3   Additional  Consideration.  In addition to the  Purchase  Price,
Buyer  shall convey to the Seller at the Closing, but effective as  of  the
Effective  Date.  the undivided rights, titles and interests  reflected  in
Exhibit  1.2  hereof  in and to the assets described in  this  Section  2.3
located  in or pertaining to the Green Canyon Area on the Outer Continental
Shelf off the coastline of the State of Louisiana (the "Buyer's Assets"):

     (a)  The  oil, gas and mineral leases, described on Exhibit 1.2.  Part
          (a)  (the  "Buyer's Leases"), together with a like interest  with
          respect  to the Buyer's Leases in and to any and all (i)  mineral
          interests.  (ii)  overriding  or landowners'  royalty  interests,
          (iii)   surface  and  subsurface  interests  and   rights,   (iv)
          beneficial,  convertible or reversionary interests, (v)  interest
          owned.  claimed or acquired. or to be owned, claimed or acquired.
          by   agreement,  (vi)  production  payments,  (vii)   contractual
          interests overfed pursuant to participation agreements, operating
          agreements or similar agreements, and (viii) any and all like  or
          unlike  interests.  including without limitation  those  specific
          items identified on Exhibit 1.2. Part (a). This shall include any
          contractual  rights providing for the acquisition or  earning  of
          any of the foregoing, and Buyer's rights in respect of any pooled
          communitized or unitized acreage of which any of the foregoing is
          part.  (All  of  the foregoing shall be called  collectively  the
          Buyers Leasehold Interests.")

     (b)  [INTENTIONALLY OMITTED]

     (c)  Any  and all easements, rights-of-way, and subsurface and surface
          rights  associated or used in connection with any such  easements
          of  rights-of-way, which easements, rights-of-way and  subsurface
          and  surface rights have been obtained for use in connection with
          the Buyer's Leasehold Interests.

     (d)  Any  and  all  oil,  gas  and  other minerals  produced  from  or
          attributable to the Buyer's Leasehold Interests on or  after  the
          Effective Date.

     (e)  To  the  extent the same are assignable or transferable by  Buyer
          and to the extent and only to the extent that the same relate  to
          the ownership or operation of the Buyer's Leasehold Interests. on
          or  after  the  Effective Date. all of Buyer's right,  title  and
          interest  in  and  to  all orders, contracts (including,  without
          limitation. all contracts and agreements specifically  identified
          on  Exhibit  3.7), agreements (including without  limitation  all
          operating agreements. transportation agreements, unit agreements,
          participation agreements and processing agreements), assignments,
          files,  instruments,  licenses. authorizations  permits,  audits,
          claims.  liens, suits, settlements and demands, and other rights,
          privileges, benefits, duties and powers conferred upon Buyer.

     2.3  Title Warrant. Buyer warrants that:

     (a)  Except  as  specifically set forth in Exhibit 1.2 and/or  Exhibit
          3.7  or  resulting from the application of the agreements  listed
          therein, neither Buyer nor any parent, subsidiary or affiliate of
          Buyer  during  their  respective periods  of  ownership  has  (A)
          executed any deed, conveyance, assignment or other instrument  as
          an assignor, grantor. sublessor or in another capacity or (B) has
          breached  any obligation under any Buyer's Asset that  would  (i)
          result  in Seller's being entitled to receive less than  the  net
          revenue interest for any Buyer's Lease, well or unit set forth in
          Exhibit 1.2. except as otherwise noted on Exhibit 1.2, of all oil
          and  gas  in, under, and that may be produced, saved and marketed
          from or attributable to such Buyer's Lease, well or unit, or (ii)
          obligate  Seller to bear the costs and expenses relating  to  the
          maintenance,  development and operation of  such  Buyer's  Lease,
          well  or unit in an amount greater than the working interest  for
          such Buyer's Lease, well or unit set forth in Exhibit 1.2, unless
          the net revenue interest attributable to said working interest is
          increased by a proportionate or greater amount; and

     (b)  Except  as  specifically set forth in Exhibit 1.2 and/or  Exhibit
          3.7  or  resulting from the application of the agreements  listed
          therein,  the  Buyer's Assets are free of all  liens,  mortgages,
          charges, pledges, security interests and encumbrances, including,
          but  not  limited  to such as may arise under  any  contracts  or
          judgements, created by, through or under Buyer as of the  Closing
          Date;

(the  limited warranty set forth in subparagraphs (a) and (b)  above  shall
hereinafter be referred to as the Buyer's Special Limited Warranty"). Buyer
shall convey the Buyer's Assets with no warranty whatsoever other than  the
Buyer's   Special   Limited  Warranty,  but  with  full  substitution   and
subrogation  to Seller in and to all covenants, agreements, representations
and  warranties made by others heretofore given or made in connection  with
the Buyer's Assets or any part thereof.

     2.4   Other  Warranty Provisions.  Except as set forth herein,  Seller
acknowledges  that  (a) Buyer has not made any warranty or  representation,
whether  express, implied, at common law, by statute or otherwise, relating
to the fitness for an intended purpose or condition of any movable property
constituting  a portion of the Buyer's Assets and (b) Seller shall  acquire
such  personal property in "AS IS, WHERE IS" condition. Except  as  may  be
specifically   set  forth  to  the  contrary  in  this  Agreement,   Seller
acknowledges that Buyer has made no representations or warranties whatever,
expressed  or implied, (Buyer having hereby expressly disclaimed  all  such
warranties) as to the accuracy, completeness, or materiality of  any  data,
information,  record  or  materials  now,  heretofore,  or  hereafter  made
available in connection with this Agreement (including, without limitation,
any  descriptions of oil and gas leases; quality or quantity of hydrocarbon
reserves  attributable  to the Buyer's Assets, if  any;  production  rates,
exploratory or development drilling opportunities, decline rates, potential
for  production of hydrocarbons from the Buyer's Assets; the  environmental
condition  of said Buyer's Assets; the legal, tax or other consequences  of
owning  Buyer's  interest in the Buyer's Assets; or any  other  information
contained  in  any material furnished in connection with this transaction).
Any and all such data, information, records or materials furnished by Buyer
to  Seller is provided as a convenience only and any reliance on or use  of
same  is  at  the Seller's sole risk.  EXCEPT AS SET FORTH HEREIN,  WITHOUT
LIMITING  THE GENERALITY OF THIS PARAGRAPH, BUYER DISCLAIMS AND NEGATES  AS
TO  ANY PERSONAL PROPERTY, FIXTURES, IMPROVEMENTS AND APPURTENANCES SUBJECT
TO  THIS  AGREEMENT  (INCLUDING ALL WELLS):  (A)  ANY  IMPLIED  OR  EXPRESS
WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS
FOR  A  PARTICULAR  PURPOSE, AND (C) ANY IMPLIED  OR  EXPRESS  WARRANTY  OF
CONFORMITY  TO  MODELS  OR  SAMPLE OR MATERIALS.  THE  PURCHASER  EXPRESSLY
AGREES  THAT  TITLE TO SUCH PERSONAL PROPERTY, FIXTURES,  IMPROVEMENTS  AND
APPURTENANCES WILL BE ACCEPTED "AS IS", "WHERE IS", "WITH ALL FAULTS",  AND
IN ITS PRESENT CONDITION AND STATE OF REPAIR.

3.   REPRESENTATIONS OF SELLER.

     As  a principal cause and material inducement to Buyer's execution  of
this Agreement and to Buyer's consummation of the transactions contemplated
hereby,  and with the acknowledgment by Seller of Buyer's reliance  hereon,
Seller,  to  the extent set forth below and with respect to  the  undivided
interests in the Assets covered hereby, represents to Buyer that as of  the
date hereof:

     3.1   Existence  of Seller.  Seller is a corporation  duly  organized,
validly existing and in good standing under the laws of the State of  Texas
and  is duly qualified or is in the process of becoming qualified with  the
MMS,  as  hereinafter  defined,  to carry on  its  business  on  the  Outer
Continental Shelf, Gulf of Mexico, federal waters.

     3.2   Power  of Seller.  Seller has the requisite corporate  power  to
enter  into  and  perform this Agreement and the transactions  contemplated
hereby.  Subject to rights to consent by, required notices to, and  filings
with  or  other  actions  by  governmental  entities  where  the  same  are
customarily obtained subsequent to the assignment of oil and gas  interests
and  leases,  the execution, delivery and performance of this Agreement  by
Seller, and the transactions contemplated hereby, will not violate (i)  any
provision  of the articles of incorporation or bylaws of Seller,  (ii)  any
material  agreement or instrument to which Seller is a party  or  by  which
Seller  is  or  the Assets owned by Seller are bound, (iii)  any  judgment,
order,  ruling, or decree applicable to the Assets or to Seller as a  party
in interest, or (iv) any law, rule or regulation applicable to Seller or to
the ownership or operation of the Assets.

     3.3  Authorization of Seller.  The execution, delivery and performance
of  this Agreement and the transactions contemplated hereby have been  duly
and  validly  authorized by all requisite corporate action on the  part  of
Seller.  This Agreement has been duly executed and delivered on  behalf  of
Seller, and at the Closing all documents and instruments required hereunder
to  be  executed and delivered by Seller shall have been duly executed  and
delivered.  This Agreement does, and such documents and instruments  shall,
constitute  legal, valid and binding obligations of Seller  enforceable  in
accordance with their terms; subject, however, to the effect of bankruptcy,
insolvency, reorganization, moratorium and similar laws from time  to  time
in  effect relating to the rights and remedies of creditors, as well as  to
general principles of equity (regardless of whether such enforceability  is
considered in a proceeding in equity or at law).

     3.4    Brokers.  Seller  has  incurred  no  obligation  or  liability,
contingent  or otherwise, for brokers' or finders' fees in respect  of  the
matters provided for in this Agreement and any such obligation or liability
that  might  exist  and which was incurred by Seller,  shall  be  the  sole
obligation or liability of Seller.

     3.5   Foreign  Person.  Seller is not a "foreign  person"  within  the
meaning of the Sections 1445 and 7701 of Internal Revenue Code of 1986,  as
amended  (the  "Code")  (i.e. Seller is not a non-resident  alien,  foreign
corporation, foreign partnership, foreign trust or foreign estate as  those
terms are defined in the Code and any regulations promulgated thereunder).

     3.6   Litigation.  There  are no claims, demands,  disputes,  actions,
suits  or  proceedings pending, or to the knowledge of  Seller  threatened;
against or affecting the Assets or any portion or portions thereof, or  the
operations  of  Seller relating to the Assets or any  portion  or  portions
thereof,  and  to the best of Seller's knowledge after reasonable  inquiry,
except  as  set  forth in Exhibit 3.9, no violation of any laws,  statutes,
regulations  or  orders  applicable to any Asset or the  operation  thereof
exists.

     3.7   Contracts. Agreements, Commitments and Other Matters. Except  as
set  forth  on Exhibit 3.7, to the best of Seller's knowledge,  information
and  belief  after reasonable inquiry, there are no contracts,  agreements,
understandings, commitments, or other obligations (other than the oil,  gas
and  mineral  leases,  surface leases, rights-of-way  and  other  interests
described in Exhibit 1.1 hereto and conveyance documents that are a  matter
of  public record in the Louisiana coastal parishes of Jefferson, LaFourche
and/or  Terrebonne or that are filed in the "Non-Required" filings  or  the
"Lease  File" maintained for the Leases in the New Orleans District of  the
Minerals  Management  Service  (the "MMS")  with  respect  to  the  Leases)
affecting  the  Assets which are in effect as of the date  hereof.  Neither
Seller  nor any parent, subsidiary or affiliate of Seller has breached  any
provision of the Leases or the agreements set forth in Exhibit 3.7  and  to
the  best  of  Seller's knowledge, information and belief after  reasonable
inquiry, neither has any other party thereto.

     3.8  Consents and Preferential Purchase Rights.  There are no consents
(except  governmental  consents which are customarily  obtained  after  the
assignment of an offshore federal oil and gas lease), agreements or waivers
of  preferential rights necessary to the valid assignment of the Assets  to
Buyer at Closing that have not been affirmatively waived or deemed to  have
been  waived by expiration of the appropriate notice period, and there  are
no  preferential purchase rights or calls on production with respect to the
production from the Leasehold Interests, except as may be provided  in  the
agreements listed in Exhibit 3.7, which limit the purchase price for oil or
gas, of which are not subject to termination upon 60 days' notice.

     3.9   Environmental  Matters.  Except as  specifically  set  forth  on
Exhibit  3.9,  to  the best of Seller's knowledge, information  and  belief
after reasonable inquiry, there exists no Environmental Defect with respect
to the Assets or any lands pooled therewith.  An Environmental Defect means
a  condition  or circumstance that exists in connection with the  Leasehold
Interests or the other Assets that is not in material compliance  with  any
law,  regulation, order or judgment of or agreement with any federal, state
or  local  agency or court relating to the environment or that  under  such
law,  regulation,  order,  judgment or  agreement  requires  the  owner  or
operator of such leases or assets to undertake any cleanup, remediation  or
other expense (an "Environmental Defect").

     3.10   Open Wells.  To the best of Seller's knowledge, information and
belief after reasonable inquiry, except   for   wells identified in Exhibit
1.1, Part (b), there exists no well that it located on any of the Leasehold
Interests or lands  pooled therewith  and that is not plugged and abandoned
in  accordance  with  applicable   rules,   regulations   and   contractual
obligations.

     3.11   Casualty   Losses.   To   the   best   of   Seller's knowledge,
information    and    belief   after   reasonable   inquiry,   there    has
occurred  no casualty to any Asset since the Effective Date that materially
and adversely affects the value, use or operation of such Asset.

     3.12   Information.    No  documents  were  intentionally  removed  or
information   or  documents  omitted  from   the   data  or   documentation
furnished  by Seller to Buyer that is necessary to make the data  furnished
not   misleading   in  any  material  respect;  provided,   however,   this
representation  is  limited  solely to matters  of  fact  and  specifically
excludes any statement or forecast of existing or future reserves, geologic
and   engineering  interpretations,  forecasts.  estimates   and   economic
assumptions, including without limitation (i) future prices of  production,
(ii)  future  operating  costs,  (iii) future  capital  expenditures,  (iv)
projections  and estimates of future reserves and production  and  (v)  the
prospects for successfully completing wells.

     3.13   Compliance  with  Laws.  Except  as  specifically  set forth on
Exhibit   3.9  and/or   as  to   operations   conducted  by  parties  other
than  Seller,  to  the best of Seller's knowledge, information  and  belief
after  reasonable inquiry, Seller has operated the Assets,  or  caused  the
Assets to be operated, in compliance with all laws, ordinances, regulations
and  orders  applicable  to  the Assets and the  operations  undertaken  in
connection therewith.

     3.14   Condition  of  the  Equipment  and   Gathering Facilities.   To
the  best of Seller's knowledge, information  and  belief, after reasonable
inquiry,  the  Equipment  and Gathering Facilities have  been maintained in
accordance with prudent oil field practices.

     3.15  MMS Approval.  Seller is not aware of the existence of any  fact
or condition with respect to Seller or the Assets that may cause the MMS to
withhold  unconditional approval, to the extent MMS  approval  is  required
under applicable law, of the transfer of the Assets from Seller to Buyer.

4.   REPRESENTATIONS OF BUYER.

     As  a principal cause and material inducement to Seller's execution of
this   Agreement   and  to  Seller's  consummation  of   the   transactions
contemplated  hereby,  and with the acknowledgment  by  Buyer  of  Seller's
reliance  hereon, Buyer, to the extent set forth below and with respect  to
the undivided interests in the Buyer's Assets covered hereby, represents to
Seller that as of the date hererof:

     4.1    Existence  of  Buyer.  Buyer is a corporation  duly  organized,
validly existing and in good standing under the laws of the State of  Texas
and is duly qualified with the MMS, as hereinafter defined, to carry on its
business on the Outer Continental Shelf, Gulf of Mexico, federal waters.

     4.2  Power of Buyer.  Buyer has the requisite corporate power to enter
into  and perform this Agreement and the transactions contemplated  hereby.
Subject  to rights to consent by, required notices to, and filings with  or
other  actions  by  governmental entities where the  same  are  customarily
obtained subsequent to the assignment of oil and gas interests and  leases,
the execution, delivery and performance of this Agreement by Buyer, and the
transactions contemplated hereby, will not violate (i) any provision of the
articles  of incorporation or bylaws of Buyer, (ii) any material  agreement
or instrument to which Buyer is a party or by which Buyer is or the Buyer's
Assets  owned  by  Buyer are bound, (iii) any judgment, order,  ruling,  or
decree applicable to the Buyer's Assets or to Buyer as a party in interest,
or (iv) any law, rule or regulation applicable to Buyer or to the ownership
or operation of the Buyer's Assets.

     4.3   Authorization of Buyer.  The execution, delivery and performance
of  this Agreement and the transactions contemplated hereby have been  duly
and  validly  authorized by all requisite corporate action on the  part  of
Buyer.  This  Agreement has been duly executed and delivered on  behalf  of
Buyer,  and at the Closing all documents and instruments required hereunder
to  be  executed and delivered by Buyer shall have been duly  executed  and
delivered.  This Agreement does, and such documents and instruments  shall,
constitute  legal,  valid and binding obligations of Buyer  enforceable  in
accordance with their terms, subject, however, to the effect of bankruptcy,
insolvency, reorganization, moratorium and similar laws from time  to  time
in  effect relating to the rights and remedies of creditors, as well as  to
general principles of equity (regardless of whether such enforceability  is
considered in a proceeding in equity or at law).

     4.4    Brokers.   Buyer  has  incurred  no  obligation  or  liability.
contingent  or otherwise, for brokers' or finders' fees in respect  of  the
matters provided for in this Agreement and any such obligation or liability
that  might  exist  and  which was incurred by Buyer,  shall  be  the  sole
obligation or liability of Buyer.

     4.5   Foreign  Person.   Buyer is not a "foreign  person"  within  the
meaning of the Sections 1445 and 7701 of Internal Revenue Code of 1986,  as
amended  (the  "Code")  (i.e.  Buyer is not a  nonresident  alien,  foreign
corporation, foreign partnership, foreign trust or foreign estate as  those
terms are defined in the Code and any regulations promulgated thereunder).

     4.6   Litigation.   There are no claims, demands,  disputes,  actions,
suits  or  proceedings  pending, or to the knowledge of  Buyer  threatened,
against or affecting the Buyer's Assets or any portion or portions thereof,
or the operations of Buyer relating to the Buyer's Assets or any portion or
portions  thereof,  and to the best of Buyer's knowledge  after  reasonable
inquiry,  except  as set forth in Exhibit 3 9, no violation  of  any  laws,
statutes,  regulations or orders applicable to any  Buyer's  Asset  or  the
operation thereof exists.

     4.7  Contracts, Agreements, Commitments and Other Matters.  Except  as
set forth or Exhibit 3 7, to the best of Buyer's knowledge, information and
belief  after  reasonable  inquiry, there  are  no  contracts,  agreements,
understandings, commitments, or other obligations (other than the oil,  gas
and  mineral  leases,  surface leases. rights-of-way  and  other  interests
described in Exhibit 1.2 hereto and conveyance documents that are a  matter
of  public record in the Louisiana coastal parishes of Jefferson, LaFourche
and/or  Terrebonne or that are filed in the "Non-Required" filings  or  the
"Lease  File" maintained for the Leases in the New Orleans District of  the
Minerals  Management  Service  (the "MMS")  with  respect  to  the  Leases)
affecting  the  Buyer's Assets which are in effect as of the  date  hereof.
Neither Buyer nor any parent, subsidiary or affiliate of Buyer has breached
any  provision of the Buyer's Leases or the agreements set forth in Exhibit
3.7  and  to  the best of Buyer's knowledge, information and  belief  after
reasonable inquiry, neither has any other party thereto.

     4.8  Consents and Preferential Purchase Rights.  There are no consents
(except  governmental  consents which are customarily  obtained  after  the
assignment of an offshore federal oil and gas lease), agreements or waivers
of  preferential rights necessary to the valid assignment  of  the  Buyer's
Assets  to  Seller  at Closing that have not been affirmatively  waived  or
deemed  to have been waived by expiration of the appropriate notice period,
and  there are no preferential purchase rights or calls on production  with
respect  to the production from the Buyer's Leasehold Interests, except  as
may  be  provided in the agreements listed in Exhibit 3.7, which limit  the
purchase price for oil or gas, or which are not subject to termination upon
60 days' notice

     4.9   Environmental  Matters.  Except  as specifically  set  forth  on
Exhibit 3.9, to the best of Buyer's knowledge, information and belief after
reasonable  inquiry, there exists no Environmental Defect with  respect  to
the  Buyer's Assets or any lands pooled therewith.  An Environmental Defect
means  a  condition  or  circumstance that exists in  connection  with  the
Buyer's  Leasehold Interests or the other Buyer's Assets  that  is  not  in
material  compliance  with any law, regulation, order  or  judgment  of  or
agreement with any federal, state or local agency or court relating to  the
environment  or  that  under  such  law,  regulation,  order,  judgment  or
agreement  requires  the  owner or operator of such  leases  or  assets  to
undertake  any  cleanup,  remediation or other expense  (an  "Environmental
Defect").

     4.10  Open  Wells.  To the best of Buyer's knowledge, information  and
belief  after  reasonable inquiry, except for wells identified  in  Exhibit
1.1,  Part (b), there exists no well that is located on any of the  Buyer's
Leasehold  Interests or lands pooled therewith and that is not plugged  and
abandoned  in accordance with applicable rules, regulations and contractual
obligations.

     4.11    Casualty  Losses.   To  the   best   of   Buyer's   knowledge,
information  and  belief   after  reasonable  inquiry,  there  has occurred
no  casualty  to  any  Buyer's   Asset  since   the  Effective   Date  that
materially  and  adversely  affects the value, use  or  operation  of  such
Buyer's Asset.

     4.12   Information.   No   documents   were   intentionally    removed
or  information  or  documents  omitted  from  the  data  or  documentation
furnished  by Buyer to Seller that is necessary to make the data  furnished
not   misleading   in  any  material  respect;  provided,   however,   this
representation  is  limited  solely to matters  of  fact  and  specifically
excludes any statement or forecast of existing or future reserves, geologic
and   engineering  interpretations,  forecasts,  estimates   and   economic
assumptions, including without limitation (i) future prices of  production,
(ii)  future  operating  costs,  (iii) future  capital  expenditures,  (iv)
projections  and estimates of future reserves and production  and  (v)  the
prospects for successfully completing wells.

     4.13   Compliance  with  Laws.  Except  as  specifically  set forth on
Exhibit 3.9 and/or as to operations conducted by parties other than  Buyer,
to the best of Buyer's knowledge,  information and  belief after reasonable
inquiry,   Buyer  has   operated  the   Buyer's  Assets,  or   caused   the
Buyer's  Assets  to  be operated, in compliance with all laws,  ordinances,
regulations and orders applicable to the Buyer's Assets and the  operations
undertaken in connection therewith.

     4.14                  [INTENTIONALLY OMITTED]

     4.15  MMS  Approval.  Buyer  is  not  aware  of  the existence of  any
fact or condition with respect  to Buyer or  the  Buyer's Assets  that  may
cause  the  MMS  to  withhold  unconditional approval,  to  the extent  MMS
approval is required under applicable  law, of the transfer  of the Buyer's
Assets from Buyer to Seller.

5.   CLOSING.

     5.1   Time and Place of Closing.  The consummation of the transactions
contemplated  hereby  (the "Closing") is to be held at  a  mutually  agreed
location in Houston, Texas on or before August 28, 1997 or within five  (5)
business  days after the receipt of any required governmental approvals  or
within five (5) business days after the time for any governmental objection
has  expired  (namely Hart-Scott-Rodino approval), whichever of  the  three
dates  is  the  later date, unless extender by the mutual  consent  of  the
parties hereto.  (The date on which the Closing occurs shall be referrer to
as the "Closing Date.")

     5.2  Closing Obligations.  At the Closing:

     (a.) (i.)  Seller shall execute, acknowledge and deliver to Buyer  the
          appropriate  conveyance instruments in the form  of  Exhibit  5.2
          which  will  convey  title to the Assets  to  Buyer  and  deliver
          possession  thereof  to Buyer together with all  requisite  forms
          required to accompany such assignments for filing with the MMS.

          (ii.) Buyer shall execute, acknowledge and deliver to Seller  the
          appropriate  conveyance instruments in the form  of  Exhibit  5.2
          which  will  convey  title to the Buyer's Assets  to  Seller  and
          deliver  possession thereof to Seller together with all requisite
          forms required to accompany such assignments for filing with  the
          MMS.

     (b.) (i.)        Seller shall execute such other instruments and  take
          such  other  action  as  may  be  necessary  to  carry  out   its
          obligations under this Agreement.

          (ii.)  Buyer shall execute such other instruments and  take  such
          other  action  as  may be necessary to carry out its  obligations
          under this Agreement.

     (c.) (i.)   Seller shall execute and deliver to Buyer designations  of
          operator  naming British-Borneo Exploration, Inc. as operator  of
          the Assets and any and all units containing or pertaining to  the
          Assets.

          (ii.)  Buyer shall execute and deliver to Seller designations  of
          operator  naming  Enserch Exploration, Inc. as  operator  of  the
          Buyer's Assets and any and all units containing or pertaining  to
          the Buyer's Assets.

     (d.) Buyer  and Seller shall execute such other instruments  and  take
          such  other  action  as  may  be  necessary  to  carry  out   its
          obligations under this Agreement.

     (e.) Buyer  shall pay in cash to Seller. the sum of Eight Million  and
          No/l00 Dollars ($8,000,000.00).

6.   POST-CLOSING OBLIGATIONS.

     6.1.  Assumption of Obligations  and Grant  of Indemnities Relating to
Operations.

     (a)  SUBJECT TO EACH OF THE FOLLOWING EXCEPTIONS:

     (X)  EXCEPT AS TO THOSE MATTERS DESCRIBED IN SECTION 6.1(b) AND TO THE
          LIMITED  EXTENT  THAT  SELLER HAS AGREED TO  INDEMNIFY  BUYER  AS
          PROVIDED IN SUCH SECTION 6.1(b) AND

     (Y)  EXCEPT TO THE EXTENT ANY OF THE FOLLOWING IS ATTRIBUTABLE TO  THE
          GROSS  NEGLIGENCE  OR WILLFUL MISCONDUCT OF SELLER  AT  ANY  TIME
          BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE;

     TO THE  EXTENT OF ITS INTEREST IN THE ASSETS HEREBY CONVEYED BY SELLER
          TO  BUYER,  BUYER  HEREBY ASSUMES ALL OF THE FOLLOWING  DESCRIBED
          OBLIGATIONS  AND  BUYER  AGREES TO  INDEMNIFY,  DEFEND  AND  HOLD
          HARMLESS SELLER, ITS OFFICERS, DIRECTORS SHAREHOLDERS, EMPLOYEES,
          AGENTS  AND  REPRESENTATIVES (THE "SELLER GROUP"), REGARDLESS  OF
          WHETHER  SELLER  GROUP  WAS  WHOLLY  OR  PARTIALLY  NEGLIGENT  OR
          OTHERWISE  AT  FAULT,  FROM  AND  AGAINST  ANY  AND  ALL  CLAIMS,
          LIABILITIES,  LOSSES,  COSTS  AND  EXPENSES  (INCLUDING,  WITHOUT
          LIMITATION,  COURT COSTS AND REASONABLE ATTORNEYS' FEES)  ARISING
          FROM:

     (I)  EVENTS  THAT  TRANSPIRE OR CONDITIONS THAT  COME  INTO  EXISTENCE
          AFTER  THE  EFFECTIVE DATE THAT ARE ATTRIBUTABLE TO THE OWNERSHIP
          OR OPERATION OF THE ASSETS ON OR AFTER THE EFFECTIVE DATE;

     (II) THE  PROPER  PLUGGING  AND  ABANDONMENT   OF  ALL  WELLS  NOW  OR
          HEREAFTER LOCATED ON THE LEASEHOLD INTERESTS;

    (III) THE ABANDONMENT OF THE GATHERING FACILITIES;

     (IV) ALL  LIABILITY  FOR  PROPERTY  DAMAGE OR INJURY TO  OR  DEATH  OF
          PERSONS OCCURRING AFTER THE EFFECTIVE DATE AND ARISING OUT OF THE
          OWNERSHIP OR OPERATION OF THE ASSETS; AND/OR

     (V)  ANY BREACH OR VIOLATION OF THIS AGREEMENT, INCLUDING A BREACH  OF
          ANY  REPRESENTATION, WARRANTY OR COVENANT CONTAINED  HEREIN  FROM
          BUYER TO SELLER.

     ADDITIONALLY,  SUBJECT TO EXCEPTIONS (X) AND (Y) ABOVE,  BUYER  HEREBY
          ASSUMES, TO THE EXTENT OF ITS INTERESTS IN THE ASSETS CONVEYED BY
          SELLER  TO  BUYER  HEREUNDER  AND TO  THE  EXTENT  THE  SAME  ARE
          ASSIGNABLE  OR  TRANSFERABLE BY SELLER (AND ARE  SO  ASSIGNED  OR
          TRANSFERRED)  AND TO THE EXTENT AND ONLY TO THE EXTENT  THAT  THE
          SAME  RELATE  TO  THE  OWNERSHIP OR OPERATION  OF  THE  LEASEHOLD
          INTERESTS, THE GATHERING FACILITIES OR THE EQUIPMENT ON OR  AFTER
          THE  EFFECTIVE  DATE, ANY AND ALL DUTIES AND OBLIGATIONS  ARISING
          FROM  ANY  AND  ALL  ORDERS,  CONTRACTS,  AGREEMENTS,  (INCLUDING
          WITHOUT   LIMITATION  ALL  OPERATING  AGREEMENTS,  TRANSPORTATION
          AGREEMENTS,   UNIT  AGREEMENTS,  PARTICIPATION   AGREEMENTS   AND
          PROCESSING  AGREEMENTS),  INSTRUMENTS, LICENSES,  AUTHORIZATIONS,
          PERMITS,  AUDITS, CLAIMS, LIENS, SUITS, SETTLEMENTS AND  DEMANDS,
          AND  OTHER RIGHTS, PRIVILEGES, BENEFITS AND POWERS CONFERRED UPON
          SELLER, INCLUDING, BUT NOT LIMITED TO THOSE LISTED ON EXHIBIT 3.7
          (COLLECTIVELY  HEREINAFTER  REFERRED  TO  IN  THIS  PARAGRAPH  AS
          "AGREEMENTS").  BUYER  AGREES  TO  INDEMNIFY,  DEFEND  AND   HOLD
          HARMLESS   SELLER,   ITS   OFFICERS,   DIRECTORS,   SHAREHOLDERS,
          EMPLOYEES,  AGENTS  AND  REPRESENTATIVES  (THE  "SELLER  GROUP"),
          REGARDLESS  OF  WHETHER  SELLER GROUP  WAS  WHOLLY  OR  PARTIALLY
          NEGLIGENT  OR OTHERWISE AT FAULT, FROM AND AGAINST  ANY  AND  ALL
          CLAIMS,  LIABILITIES,  LOSSES,  COSTS  AND  EXPENSES  (INCLUDING,
          WITHOUT  LIMITATION, COURT COSTS AND REASONABLE ATTORNEYS'  FEES)
          ARISING   FROM   BUYER'S  BREACH  OR  NON-PERFORMANCE   OF   SUCH
          AGREEMENTS.

     (b)  SELLER  AGREES  TO  RETAIN LIABILITY FOR  ALL  OF  THE  FOLLOWING
          DESCRIBED OBLIGATIONS AND SELLER AGREES TO INDEMNIFY, DEFEND  AND
          HOLD   HARMLESS   BUYER,   ITS  PARENT   AND   THEIR   RESPECTIVE
          SUBSIDIARIES,   PARTNERS,   OFFICERS,  DIRECTORS,   SHAREHOLDERS,
          EMPLOYEES, INSURERS, AGENTS AND REPRESENTATIVE AND ITS SUCCESSORS
          AND  ASSIGNS  ("BUYER GROUP"), REGARDLESS OF WHETHER BUYER  GROUP
          WAS WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT, FROM AND
          AGAINST  ANY  AND  ALL  CLAIMS, LIABILITIES,  LOSSES,  COSTS  AND
          EXPENSES   (INCLUDING,  WITHOUT  LIMITATION,  COURT   COSTS   AND
          REASONABLE ATTORNEYS' FEES) ARISING FROM:

     (I)  EVENTS  THAT  TRANSPIRED OR CONDITIONS THAT CAME  INTO  EXISTENCE
          PRIOR  TO  THE  EFFECTIVE  DATE  THAT  ARE  ATTRIBUTABLE  TO  THE
          OWNERSHIP OR OPERATION OF THE ASSETS:

    (II)  ALL  LIABILITY  FOR  PROPERTY  DAMAGE OR INJURY TO  OR  DEATH  OF
          PERSONS OCCURRING PRIOR TO THE EFFECTIVE DATE AND ARISING OUT  OF
          THE  OWNERSHIP OR OPERATION OF THE ASSETS REGARDLESS  OF  WHETHER
          CLAIMS  RELATED TO SAID DAMAGE, INJURY OR DEATH ARE ASSERTED  ON,
          BEFORE OR AFTER THE EFFECTIVE DATE; AND/OR

   (III)  THE  GROSS  NEGLIGENCE  OR  WILLFUL  MISCONDUCT  OF  SELLER  WITH
          REGARD  TO THE ASSETS AT ANY TIME BETWEEN THE EFFECTIVE DATE  AND
          THE CLOSING DATE.

    (IV)  ANY  BREACH  OR  VIOLATION OF THIS AGREEMENT, INCLUDING A  BREACH
          OF ANY REPRESENTATION, WARRANTY OR COVENENT CONTAINED HEREIN FROM
          SELLER TO BUYER.

     (c)  SUBJECT TO EACH OF THE FOLLOWING EXCEPTIONS:

     (X)  EXCEPT AS TO THOSE MATTERS DESCRIBED IN SECTION 6.1(c) AND TO THE
          LIMITED  EXTENT  THAT  BUYER HAS AGREED TO  INDEMNIFY  SELLER  AS
          PROVIDED 1N SUCH SECTION 6.1(c) AND

     (Y)  EXCEPT TO THE EXTENT ANY OF THE FOLLOWING IS ATTRIBUTABLE TO  THE
          GROSS  NEGLIGENCE  OR WILLFUL MISCONDUCT OF  BUYER  AT  ANY  TIME
          BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE;

     TO THE EXTENT OF ITS INTEREST IN THE BUYER'S ASSETS HEREBY CONVEYED BY
          BUYER  TO  SELLER,  SELLER HEREBY ASSUMES ALL  OF  THE  FOLLOWING
          DESCRIBED OBLIGATIONS AND SELLER AGREES TO INDEMNIFY, DEFEND  AND
          HOLD  HARMLESS  BUYER,  ITS  OFFICERS,  DIRECTORS,  SHAREHOLDERS,
          EMPLOYEES,  AGENTS  AND  REPRESENTATIVES  (THE  "BUYER   GROUP"),
          REGARDLESS  OF  WHETHER  BUYER  GROUP  WAS  WHOLLY  OR  PARTIALLY
          NEGLIGENT  OR OTHERWISE AT FAULT, FROM AND AGAINST  ANY  AND  ALL
          CLAIMS,   LIABILITIES,  LOSSES,  COSTS  AN  EXPENSES  (INCLUDING,
          WITHOUT  LIMITATION, COURT COSTS AND REASONABLE ATTORNEYS'  FEES)
          ARISING FROM:

      (I) EVENTS  THAT  TRANSPIRE OR CONDITIONS THAT  COME  INTO  EXISTENCE
          AFTER  THE  EFFECTIVE DATE THAT ARE ATTRIBUTABLE TO THE OWNERSHIP
          OR  OPERATION  OF  THE BUYER'S ASSETS ON OR AFTER  THE  EFFECTIVE
          DATE;

     (II) THE PROPER PLUGGING AND ABANDONMENT OF ALL WELLS NOW OR HEREAFTER
          LOCATED ON THE BUYER'S LEASEHOLD INTERESTS;

    (III) THE ABANDONMENT OF THE GATHERING FACILITIES;

     (IV) ALL  LIABILITY  FOR  PROPERTY  DAMAGE OR INJURY TO  OR  DEATH  OF
          PERSONS OCCURRING AFTER THE EFFECTIVE DATE AND ARISING OUT OF THE
          OWNERSHIP OR OPERATION OF THE BUYER'S ASSETS AND/OR

      (V) ANY BREACH OR VIOLATION OF THIS AGREEMENT, INCLUDING A BREACH  OF
          ANY  REPRESENTATION, WARRANTY OR COVENANT CONTAINED  HEREIN  FROM
          SELLER TO BUYER.

     ADDITIONALLY,  SUBJECT TO EXCEPTIONS (X) AND (Y) ABOVE, SELLER  HEREBY
          ASSUMES,  TO  THE EXTENT OF ITS INTERESTS IN THE  BUYER'S  ASSETS
          CONVEYED BY BUYER TO SELLER HEREUNDER AND TO THE EXTENT THE  SAME
          ARE  ASSIGNABLE OR TRANSFERABLE BY BUYER (AND ARE SO ASSIGNED  OR
          TRANSFERRED)  AND TO THE EXTENT AND ONLY TO THE EXTENT  THAT  THE
          SAME  RELATE  TO  THE  OWNERSHIP  OR  OPERATION  OF  THE  BUYER'S
          LEASEHOLD INTERESTS, THE GATHERING FACILITIES OR THE EQUIPMENT ON
          OR  AFTER  THE EFFECTIVE DATE, ANY AND ALL DUTIES AND OBLIGATIONS
          ARISING FROM ANY AND ALL ORDERS, CONTRACTS, AGREEMENTS (INCLUDING
          WITHOUT   LIMITATION  ALL  OPERATING  AGREEMENTS,  TRANSPORTATION
          AGREEMENTS,   UNIT  AGREEMENTS,  PARTICIPATION   AGREEMENTS   AND
          PROCESSING  AGREEMENTS),  INSTRUMENTS, LICENSES,  AUTHORIZATIONS,
          PERMITS,  AUDITS, CLAIMS, LIENS, SUITS, SETTLEMENTS AND  DEMANDS,
          AND  OTHER RIGHTS, PRIVILEGES, BENEFITS AND POWERS CONFERRED UPON
          BUYER, INCLUDING, BUT NOT LIMITED TO THOSE LISTED ON EXHIBIT  3.7
          (COLLECTIVELY  HEREINAFTER  REFERRED  TO  IN  THIS  PARAGRAPH  AS
          "AGREEMENTS").  SELLER  AGREES  TO  INDEMNIFY,  DEFEND  AND  HOLD
          HARMLESS BUYER, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,
          AGENTS  AND  REPRESENTATIVES (THE "BUYER GROUP"),  REGARDLESS  OF
          WHETHFR  BUYER  GROUP  WAS  WHOLLY  OR  PARTIALLY  NEGLIGENT   OR
          OTHERWISE  AT  FAULT,  FROM  AND  AGAINST  ANY  AND  ALL  CLAIMS,
          LIABILITIES,  LOSSES,  COSTS  AND  EXPENSES  (INCLUDING,  WITHOUT
          LIMITATION,  COURT COSTS AND REASONABLE ATTORNEYS' FEES)  ARISING
          FROM SELLER'S BREACH OR NON-PERFORMANCE OF SUCH AGREEMENTS.

     (d)  BUYER  AGREES  TO  RETAIN  LIABILITY FOR  ALL  OF  THE  FOLLOWING
          DESCRIBED  OBLIGATIONS AND BUYER AGREES TO INDEMNIFY, DEFEND  AND
          HOLD   HARMLESS   SELLER,  ITS  PARENT   AND   THEIR   RESPECTIVE
          SUBSIDIARIES,   PARTNERS,   OFFICERS,  DIRECTORS,   SHAREHOLDERS,
          EMPLOYEES, INSURERS, AGENTS AND REPRESENTATIVE AND ITS SUCCESSORS
          AND  ASSIGNS ("SELLER GROUP"), REGARDLESS OF WHETHER SELLER GROUP
          WAS WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT, FROM AND
          AGAINST  ANY  AND  ALL  CLAIMS, LIABILITIES,  LOSSES,  COSTS  AND
          EXPENSES   (INCLUDING,  WITHOUT  LIMITATION,  COURT   COSTS   AND
          REASONABLE ATTORNEYS' FEES) ARISING FROM:

     (I)  EVENTS  THAT  TRANSPIRED OR CONDITIONS THAT CAME  INTO  EXISTENCE
          PRIOR  TO  THE  EFFECTIVE  DATE  THAT  ARE  ATTRIBUTABLE  TO  THE
          OWNERSHIP OR OPERATION OF THE. BUYER'S ASSETS;

     (II) ALL  LIABILITY  FOR  PROPERTY DAMAGE OR INJURY  TO  OR  DEATH  OF
          PERSONS OCCURRING PRIOR TO THE EFFECTIVE DATE AND ARISING OUT  OF
          THE  OWNERSHIP  OR OPERATION OF THE BUYER'S ASSETS REGARDLESS  OF
          WHETHER  CLAIMS  RELATED  TO SAID DAMAGE,  INJURY  OR  DEATH  ARE
          ASSERTED ON BEFORE OR AFTER THE EFFECTIVE DATE; AND/OR

    (III) THE  GROSS  NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER WITH REGARD
          TO  BUYER'S ASSETS AT ANY TIME BETWEEN THE EFFECTIVE DATE AND THE
          CLOSING DATE.

     (IV) ANY  BREACH  OR  VIOLATION  OF THIS AGREEMENT, INCLUDING A BREACH
          OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED HEREIN FROM
          BUYER TO SELLER.

     6.2   Further  Assurances.  After Closing, Seller and Buyer  agree  to
take  such further actions and to execute, acknowledge and deliver all such
further documents that are necessary or useful in carrying out the purposes
of this Agreement or of any document delivered pursuant hereto.

     6.3  Governmental Approvals.  After Closing, Seller and Buyer agree to
take  all action and to execute all documents reasonably requested  by  the
other  party  to  obtain all necessary permissions, approvals  or  consents
required  by federal, state or local governmental authorities to consummate
the sale contemplated by this Agreement.

     6.4   Cooperation.   Each party to this Agreement  shall  provide  the
other  party  with  reasonable access to all relevant documents,  data  and
other  information  which  may be required by the  other  parties  for  the
purpose of preparing tax returns and responding to any audit by any  taxing
jurisdiction.  Each  party  to  this Agreement  shall  cooperate  with  all
reasonable requests of the other parties made in connection with contesting
the  imposition of taxes. Notwithstanding anything to the contrary in  this
Agreement,  no  party to this Agreement shall be required at  any  time  to
disclose  to  the  other parties any tax return or other  confidential  tax
information.

     6.5   Access.  Seller and Buyer each shall use its reasonable  efforts
to  afford the other with access to its employees, as follows: (i), in  the
case  of  Seller, employees of Seller, as Buyer may reasonably request  for
Buyer's proper business purposes, including without limitation, the defense
of  legal proceedings, who remain employees of Seller following the date of
Closing  and who are familiar with the operations of the Assets, and  (ii),
in  the case of Buyer, employees of Buyer, as Seller may reasonably request
for  Seller's  proper business purposes, including without limitation,  the
defense  of legal proceedings, who remain employees of Buyer following  the
date  of  Closing and who are familiar with the operations of  the  Buyer's
Assets. Such access may include interviews or attendance at depositions  or
legal  proceedings; provided, however, that in any event all  out-of-pocket
expenses (including wages and salaries) reasonably incurred by any party in
connection  with this Section 6.5 shall be paid or promptly  reimbursed  by
the party requesting such services.

7    TAXES.

     7.1   Apportionment of Ad Valorem and Property Taxes.  All ad  valorem
taxes,   read   property  taxes,  personal  property  taxes,  and   similar
obligations ("Property Taxes") with respect to the tax period in which  the
Effective Date occurs shall be apportioned as of the Effective Date between
Seller and Buyer.  The owner of record on the assessment date shall file or
cause to be filed all required reports and returns incident to the Property
Taxes  and  shall  pay  or cause to be paid to the taxing  authorities  all
Property  Taxes  relating  to the tax period in which  the  Effective  Date
occurs.

     7.2   Sales Taxes. Any sales, use or other tax on the transfer of  the
Assets from Seller to Buyer or on the transfer of Buyer's Assets from Buyer
to Seller shall be paid by the transferor.

     7.3   Other  Taxes.  All  taxes (other than income  taxes)  which  are
imposed  on or with respect to the production of oil, natural gas or  other
hydrocarbons  or  minerals or the receipt of proceeds therefrom  (including
but  not  limited  to  severance, production, and excise  taxes)  shall  be
apportioned  between  the  parties based  upon  the  respective  shares  of
production  taken by the parties.  All such taxes which have accrued  prior
to  the  Effective Date have been or will be properly paid or  withheld  by
transferor  and  all statements, returns. and documents  pertinent  thereto
have  been  or  will be properly filed by transferor. Transferee  shall  be
responsible for paying or withholding or causing to be paid or withheld all
such  taxes which have accrued after the Effective Date and for filing  all
statements, returns, and documents incident thereto.

8    MISCELLANEOUS.

     8.1   Governing  Law. THIS AGREEMENT AND ALL INSTRUMENTS  EXECUTED  IN
ACCORDANCE WITH IT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE  WITH
THE  SUBSTANTIVE LAWS OF THE STATE OF LOUISIANA, WITHOUT REGARD TO CONFLICT
OF  LAW  RULES  THAT  WOULD  DIRECT APPLICATION  OF  THE  LAWS  OF  ANOTHER
JURISDICTION.

     8.2    Entire  Agreement.   This  Agreement,  including  all  exhibits
attached  hereto and made a part hereof, together with that certain  letter
agreement relating to the purchase and sale and exchange of the Assets  and
Buyer's  Assets  dated August 19, 1997 executed by and between  Seller  and
Buyer,  as  such  may  have been amended, including all  exhibits  attached
thereto  and  made a part thereof, (the "Letter of Intent") constitute  the
entire  agreement  between  the parties and together  supersede  all  prior
agreements, understandings, negotiations and discussions, whether  oral  or
written,  of  the  parties.  In  the event of  any  conflict  between  this
Agreement and the Letter of Intent, the provisions of this Agreement  shall
take precedence. No supplement, amendment, alteration, modification, waiver
or  termination of this Agreement or the Letter of Intent shall be  binding
unless executed in writing by the parties hereto.

     8.3   Waiver.   No  waiver of any of the provisions of this  Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether  or  not similar), nor shall such waiver constitute  a  continuing
waiver unless otherwise expressly provided.

     8.4   Captions.   The captions in this Agreement are  for  convenience
only  and  shall  not be considered part of or affect the  construction  or
interpretation of any provision of this Agreement.

     8.5  Notices.  Any notice provided or permitted to be given under this
Agreement  shall be in writing, and may be served by personal delivery,  by
depositing same in the mail, addressed to the party to be notified, postage
prepaid, and registered or certified with a return receipt requested or  by
facsimile  transmission.  Notice  deposited  in  the  mail  in  the  manner
hereinabove  described shall be deemed to have been given and  received  on
the  date of the delivery as shown on the return receipt. Notice served  in
any  other manner shall be deemed to have been given and received  only  in
and  when  actually received by the addressee. For purposes of notice,  the
addresses of the parties shall be as follows:

Seller's Mailing Address:   Enserch Exploration, Inc.
                            2500 City West Blvd., Suite 1400
                            Houston, TX 77042
                            Attention: M. A. Altobelli
                            Offshore Land Representative
                            Telephone: (281) 271-3202
                            Fax:  (281).271-3424

Buyer's Mailing Address:    Reading & Bates Development Co.
                            901 Threadneedle, Suite 200
                            Houston, Texas 77096
                            Attention: Richard D. Stewart
                            Director of Legal/Land
                            Telephone: (281) 597-7542
                            Fax:  (281) 597-7541

Each  party shall have the right upon giving ten (10) days prior notice  to
the  other  in the manner hereinabove provided, to change its  address  for
purposes of notice.

     8.6   Expenses.  Except as otherwise provided herein, each party shall
be  solely  responsible for all expenses incurred by it in connection  with
this  transaction (including, without limitation, fees and expenses of  its
own counsel and accountants).

     8.7   Severability.  If any term or other provision of this  Agreement
is  invalid, illegal or incapable of being enforced under any rule of  law,
all  other  conditions and provisions of this Agreement shall  nevertheless
remain  in full force and effect so long as the economic or legal substance
of  the  transactions contemplated hereby is not affected in  a  materially
adverse manner with respect to either party.

     8.8  Survival.  The warranties, representations, covenants, agreements
and  obligations  of  the parties under this Agreement  shall  survive  the
Closing of the transaction contemplated hereby

     8.9  Successors and Assigns.  This Agreement shall be binding upon and
shall  inure  to  the  benefit of the parties hereto and  their  respective
successors, assigns and legal representatives.

     8.10  Counterparts.  This Agreement may be  executed in  one  or  more
counterparts, each of which shall be deemed an  original,  but all of which
together shall constitute one and the same instrument.

     8.11  Attorneys' Fees.  If a suit or action is  filed by any party  to
enforce this Agreement, the prevailing party  shall  be entitled to recover
reasonable attorneys' fees incurred in investigation or related matters and
in  preparation for and prosecution or defense of  such suit  or  action as
fixed by the trial court, and, if any appeal is  taken from the decision of
the trial court, reasonable attorney's fees as fixed by the appellate court
or, if appropriate, by the trial court.

     8.12  Indemnity.  WITH RESPECT TO ANY  OBLIGATION  OF ANY PARTY  UNDER
ANY  PROVISION  OF  THIS  AGREEMENT  TO   PROVIDE   INDEMNITY,  DEFEND  THE
INDEMNITEE PARTY, AND PAY ATTORNEYS' FEES  AND  OTHER  COSTS  AND  EXPENSES
OF  LITIGATION  ASSOCIATED  WITH   THE  INDEMNITEE   PARTY'S   DEFENSE,  IF
THE  INDEMNITOR  PARTY IS HONORING ITS OBLIGATION TO DEFEND THE  INDEMNITEE
PARTY  AND  THE  INDEMNITEE  PARTY  NEVERTHELESS  ENGAGES  AN  ATTORNEY  TO
REPRESENT ITSELF AGAINST SUCH CLAIM OR LAWSUIT, THE INDEMNITOR PARTY  SHALL
NOT  BE  RESPONSIBLE FOR AND SHALL NOT PAY SUCH ATTORNEYS' FEES  AND  OTHER
COSTS AND EXPENSES OF LITIGATION INCURRED BY THE INDEMNITEE PARTY THAT  ARE
ATTRIBUTABLE TO THE INDEMNITEE PARTY'S INDEPENDENT AND DUPLICATIVE DEFENSE.
IF  ANY INDEMNITEE PARTY UNDER ANY CIRCUMSTANCES SETTLES OR DISCHARGES  (OR
DELEGATES THE RIGHT TO SETTLE OR DISCHARGE TO ANY THIRD PARTY) ANY CLAIM OR
LAWSUIT COVERED BY ANY SUCH INDEMNITY PROVISION WITHOUT OBTAINING THE PRIOR
WRITTEN  CONSENT  OF  THE  INDEMNITOR PARTY, THEN  THE  INDEMNITOR  PARTY'S
OBLIGATION  TO  DEFEND, INDEMNIFY AND HOLD HARMLESS SUCH  INDEMNITEE  PARTY
FROM  SUCH CLAIM OR LAWSUIT SHALL TERMINATE AND INDEMNITOR PARTY SHALL HAVE
NO OBLIGATION TO FUND THE COST OF ANY SUCH SETTLEMENT.

     8.13  NORM.  Buyer and Seller acknowledge they have been informed that
oil  and  gas  producing  formations  can   contain   naturally   occurring
radioactive  material   ("NORM").   Formation  of  scale  or  deposits  can
concentrate  NORM  on  equipment  and  in sludges. The presence of NORM  in
certain  concentrations requires that certain appropriate  health,  safety,
and environmental precautions be taken.

     8.14.  Assignability.   This    Agreement    may    not   be assigned,
transferred   or  conveyed  by  either  party  hereto  without  the express
prior   written  consent of the other party,  which  consent  shall consent
shall not be unreasonably withheld.

     8.15   Waiver  and   Release.   In  a  letter  dated  July   1,   1997
and  received  by  Buyer  on  July  2,  1997, Seller  notified  Buyer  that
Seller  contracted to sell to Enterprise Gulf of Mexico Inc. ("Enterprise")
a  portion  of  Seller's  interests in  a  group  of  oil  and  gas  leases
("Enterprise Transaction") which includes several leases committed to  that
certain  Joint  Operating Agreement dated effective May  1,  1995,  between
Seller  as  operator, and Buyer, et al., as non-operators ("JOA")  covering
the Allegheny Unit and the adjacent area as more fully described in Exhibit
A of the JOA.

Buyer has the prior preferential right to purchase the interests to be sold
in  the  Enterprise Transaction that are subject to the JOA.  By letter  to
Seller  dated July 30, 1997, Buyer notified Seller that Buyer  objected  to
the  Enterprise Transaction and refused to waive the maintenance of uniform
interest  provision of the JOA. By letter to Seller dated  July  31,  1997,
Buyer notified Seller that Buyer elected to exercise its preferential right
to purchase the interests in Green Canyon 252, 299 and 301 which Seller had
contracted to sell in the Enterprise Transaction.

     As  additional  consideration  for the  mutual  conveyances  contained
herein and in order to remove the foregoing as an issue between Seller  and
Buyer, Buyer hereby waives the maintenance of uniform interest provision of
the  JOA  insofar as it may apply to the Enterprise Transaction  and  Buyer
hereby  withdraws  its  letter  of  July  31,  1997  and  the  exercise  of
preferential  rights  contained therein. Seller and Buyer  hereby  mutually
release  each  other  from  any  and all claims  under  the  JOA  that  are
associated with the exercise of preferential rights and the maintenance  of
uniform interest pursuant to the Enterprise Transaction.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first set forth above.

                                   SELLER:

WITNESSES:                         ENSERCH EXPLORATION, INC.

Name:___________________________   ______________________________
                                   Name:_________________________
                                   Title:__________________________
Name:___________________________

                                   BUYER:

WITNESSES:                         READING & BATES DEVELOPMENT CO..

Name:___________________________   ______________________________
                                   Name:_________________________
                                   Title:__________________________
Name:___________________________

STATE OF TEXAS

COUNTY OF HARRIS


     BEFORE  ME, the undersigned authority, duly commissioned and qualified
within  and  for  the  State  and  County aforesaid,  personally  came  and
appeared:

  _____________________,  to me personally known to  be  the  person  whose
name   is  subscribed  to  the  foregoing  instrument,  who  declared   and
acknowledged  to  me, notary, in the presence of the undersigned  competent
witnesses,  that  he  executed the above and foregoing  instrument  in  his
capacity as _________________ of Reading & Bates Development Co.,  a  Texas
corporation,  on  behalf of the said corporation with full  authority,  and
that  the said instrument is the free act and deed of the said corporation,
and was executed for the uses, purposes and benefits therein expressed.

     THUS  DONE, READ AND SIGNED in the State and County aforesaid, in  the
presence           of          ______________________________           and
______________________________, competent witnesses, on the _____th day  of
August, 1997.


WITNESSES:
________________________________   ___________________________________
________________________________

                                   ___________________________________
                                    Notary  Public in and for the
                                    State  of  Texas

My Commission expires:

___________________________________

STATE OF TEXAS

COUNTY OF HARRIS


     BEFORE  ME, the undersigned authority, duly commissioned and qualified
within  and  for  the  State  and  County aforesaid,  personally  came  and
appeared:

     John C. Farris , to me personally known to be the person whose name is
subscribed  to  the foregoing instrument, who declared and acknowledged  to
me, notary, in the presence of the undersigned competent witnesses, that he
executed  the  above and foregoing instrument in his capacity  as  Regional
Director  of Enserch Exploration, Inc., a Texas corporation, on  behalf  of
said  corporation with full authority, and that the said instrument is  the
free  act and deed of the said corporation, and was executed for the  uses,
purposes and benefits therein expressed.

     THUS  DONE, READ AND SIGNED in the State and County aforesaid, in  the
presence  of Michael Altobelli and David B. Openshaw, competent  witnesses,
on the 28th day of August, 1997.


WITNESSES:
_______________________________    ___________________________________
_______________________________

                                   ___________________________________
                                    Notary  Public in and for the
                                    State  of Texas

My Commission expires:

_________________________

                                EXHIBIT 1.1

                                 PART (a)

Assets To Be Assigned To Buyer by Seller

                        LEASEHOLD INTERESTS

1.   LEASE  OCS-G  8005. That certain Oil and Gas Lease of Submerged  Lands
     under  the Outer Continental Shelf Lands Act made and effective as  of
     July  1, 1985, by and between the United States of America, as Lessor,
     to  Amerada  Hess et al., as Lessees, bearing Serial  No.  OCS-G  8005
     covering  all  of  Block 253, Green Canyon, OCS  Official  Protraction
     Diagram, NG 15-3.

                    Working Interest         20.00000%
                    Net Revenue Interest     16.50000%

     (OPERATING  RIGHTS SAVE AND EXCEPT THOSE RIGHTS AND HORIZONS  SITUATED
     BELOW AND NOT ABOVE A DEPTH OF 18,600' SUBSEA)

2.   LEASE  OCS-G  7049. That certain Oil and Gas Lease of Submerged  Lands
     under  the Outer Continental Shelf Lands Act made and effective as  of
     June  1, 1984, by and between the United States of America, as Lessor,
     and  Placid Oil Company, et al., as Lessees, bearing Serial  No  OCS-G
     7049 covering all of Block 254, Green Canyon, OCS Official Protraction
     Diagram, NG 15-3.

                    Working Interest         20.00000%
                    Net Revenue Interest     17.35067%

     (OPERATING  RIGHTS SAVE AND EXCEPT THOSE RIGHTS AND HORIZONS  SITUATED
     BELOW AND NOT ABOVE A DEPTH OF 18,600' SUBSEA)

3.   LEASE  OCS-G  8876. That certain Oil and Gas Lease of Submerged  Lands
     under  the Outer Continental Shelf Lands Act made and effective as  of
     June l, l 987, by and between the United States of America, as Lessor,
     to  Hunt Petroleum Corporation et al., as Lessees, bearing Serial  No.
     OCS-G8876  covering  all  of  Block 297, Green  Canyon,  OCS  Official
     Protraction Diagram, NG 15-3.

                    Working Interest         20.00000%
                    Net Revenue Interest     16.83333%


     (OPERATING  RIGHTS  IN THE NORTH HALF (N/2) AND THE SOUTHEAST  QUARTER
     (SE/4),  SAVE AND EXCEPT THOSE RIGHTS AND HORIZONS SITUATED BELOW  AND
     NOT ABOVE A DEPTH OF 15,500' SUBSEA)

     (OPERATING  RIGHTS IN THE SOUTHWEST QUARTER (SW/4),  SAVE  AND  EXCEPT
     THOSE  RIGHTS  AND HORIZONS SITUATED BELOW AND NOT ABOVE  A  DEPTH  OF
     14,000' SUBSEA)

4.   LEASE  OCS-G  8010. That certain Oil and Gas Lease of Submerged  Lands
     under  the Outer Continental Shelf Lands Act made and effective as  of
     July  l, l985, by and between the United States of America, as Lessor,
     and  Placid Oil Company, et al., as Lessees, bearing Serial  No  OCS-G
     8010 covering all of Block 298, Green Canyon, OCS Official Protraction
     Diagram, NC 15-3.

                    Working Interest         20.00000%
                    Net Revenue Interest     17.35067%

     (OPERATING  RIGHTS SAVE AND EXCEPT THOSE RIGHTS AND HORIZONS  SITUATED
     BELOW AND NOT ABOVE A DEPTH OF 18,600' SUBSEA)

5.   LEASE  OCS-Gl 6718. That certain Oil and Gas Lease of Submerged  Lands
     under  the Outer Continental Shelf Lands Act made and effective as  of
     September  1,  l996, by and between the United States of  America,  as
     Lessor, and Mobil Oil Exploration & Producing Southeast Inc., et  al.,
     as  Lessees, bearing Serial No. OCS-G l 67 l 8 covering all  of  Block
     252, Green Canyon OCS Official Protraction Diagram, NG 15-3.

                    Working Interest         40.00000%
                    Net Revenue Interest     35.00000%

     (RECORD TITLE INTEREST AS TO ALL DEPTHS)

6.   LEASE  OCS-G l5571. That certain Oil and Gas Lease of Submerged  Lands
     under  the Outer Continental Shelf Lands Act made and effective as  of
     July l, l 995, by and between the United States of America, as Lessor,
     and  Enserch Exploration, Inc., et al., as Lessees, bearing Serial No.
     OCS-G  l557l  covering  all of Block 299, Green Canyon,  OCS  Official
     Protraction Diagram, NG 15-3.

                    Working Interest         40.00000%
                    Net Revenue Interest     35.00000%

     (RECORD TITLE INTEREST AS TO ALL DEPTHS)

7.   LEASE  OCS-G 15572. That certain Oil and Gas Lease of Submerged  Lands
     under  the Outer Continental Shelf Lands Act made and effective as  of
     July  1, 1995, by and between the United States of America, as Lessor,
     and  Enserch Exploration, Inc., et al., as Lessees, bearing Serial  No
     OCS-G  15572  covering  all of Block 301, Green Canyon,  OCS  Official
     Protraction Diagram, NG 15-3.

                    Working Interest         40.00000%
                    Net Revenue Interest     35.00000%

     (RECORD TITLE INTEREST AS TO ALL DEPTHS)

                                 PART (b)
                                 EQUIPMENT

1.  WELLS:
                                           WORKING     REVENUE
                                          INTEREST    INTEREST

          A.   OCS-G 7049 #3               20.00000%   17.35067%
          B.   OCS-G 7049 #4               20.00000%   17.35067%
          C.   OCS-G 7049 #4ST1            20.00000%   17.35067%
          D.   OCS-G 749 #5                20.00000%   17.35067%
          E.   OCS-G 8876 #1               20.00000%   16.83333%

2.   TEMPLATE:

     That  certain  three well drilling template acquired, inter  alia,  by
     Seller  for use in connection with the drilling of the OCS-G  7049  #5
     Well.

NOTE: All  references  in  the Exhibit 1.1 made to "Working  Interest"  and
      "Revenue  Interest,"  and  to the numbers  set  forth  in  connection
      therewith, are for title warranty purposes only.

                                EXHIBIT 1.2

                                 PART (a)

Buyer's Assets To Be Assigned To Seller by Buyer

                    BUYER'S LEASEHOLD INTERESTS

1.   LEASE  OCS-G  8876. That certain Oil and Gas Lease of Submerged  Lands
     under  the Outer Continental Shelf Lands Act made and effective as  of
     June  1, 1987, by and between the United States of America, as Lessor,
     to  Hunt Petroleum Corporation et al., as Lessees, bearing Serial  No.
     OCS-G  8876  covering  all of Block 295, Green  Canyon,  OCS  Official
     Protraction Diagram, NG 15-3.

                    Working Interest         20.00000%
                    Net Revenue Interest     16.83333%

     (OPERATING  RIGHTS  IN THE NORTH HALF (N/2) AND THE SOUTHEAST  QUARTER
     (SE/4), SITUATED BELOW AND NOT ABOVE A DEPTH OF 15,500' SUBSEA)

     (OPERATING RIGHTS IN THE SOUTHWEST QUARTER (SW/4), SITUATED BELOW  AND
     NOT ABOVE A DEPTH OF 14,000' SUBSEA)

2.   LEASE  OCS-G 15570. That certain Oil and Gas Lease of Submerged  Lands
     under  the Outer Continental Shelf Lands Act made and effective as  of
     July  1, 1995, by and between the United States of America, as Lessor,
     and  Enserch Exploration Inc., et al., as Lessees, bearing Serial  No.
     OCS-G  1557O,  covering all of Block 295, Green Canyon,  OCS  Official
     Protraction Diagram, NG 15-3.

                    Working Interest         20.00000%
                    Net Revenue Interest     17.50000%

     (RECORD TITLE INTEREST AS TO ALL DEPTHS

3.   LEASE  OCS-G 13171. That certain Oil and Gas Lease of Submerged  Lands
     under  the Outer Continental Shelf Lands Act made and effective as  of
     May  1,  1991, by and between the United States of America, as Lessor,
     and  Exxon  Corporation, et al., as Lessees, bearing Serial  No.  OCSG
     13171,   covering  all  of  Block  341,  Green  Canyon,  OCS  Official
     Protraction Diagram, NG 15-3.

                    Working Interest         20.00000%
                    Net Revenue Interest     17.500000%

     (RECORD TITLE INTEREST AS TO ALL DEPTHS


                                 PART (b)
                                 EQUIPMENT


NONE


                                EXHIBIT 3.7
           CONTRACTS, AGREEMENTS, COMMITMENTS AND OTHER MATTERS


1.   Letter  of  Intent  dated  August 19, 1997, executed  by  and  between
     Reading & Bates Development Co. and Enserch Exploration, Inc., as such
     may have been amended.

2.   Oil  Gathering  Agreement  dated December 2,  1994,  executed  by  and
     between  EP Operating Limited Partnership, as Producer and  Manta  Ray
     Gathering Systems Inc., as Gatherer.

3.   Gas  Gathering  Agreement  dated December 2,  1994,  executed  by  and
     between  EP Operating Limited Partnership, as Producer and  Manta  Ray
     Gathering Systems Inc., as Gatherer.

4.   That certain Exploration, Drilling and Production Unit Agreement dated
     June  22,  l 995. executed by and between Enserch Offshore,  Inc.  and
     Enserch  Exploration, Inc., covering and pertaining  to  Green  Canyon
     Blocks 253, 254, 297, & 298.

5.   That  certain Operating Agreement dated May 1, 1995, executed  by  and
     between Enserch Exploration, Inc., Reading & Bates Development Co., et
     al.,  as  amended by letters dated October 16, l995, October 31,  l995
     and May 17, 1996.

                                EXHIBIT 3.9
                         ENVIRONMENTAL DISCLOSURES

Incidents of Non-Compliance:

1.   Blow out Preventor test using lower pressure than required for the OCS-
     G 7049 #4 Well.

2.   Blow  out  Preventor  test did not indicate that  each  component  was
     effectively holding pressure for the OCS-G 7049 #4 Well.

Other:

1.   OCS-G 7049 #3 Well

          -loss  from the MV Hoss Fortune of 2 drums containing  2  gallons
          each of engine oil and "rig-rite" BOP fluid

          -loss  from a waste boat while traveling from Grand Isle base  to
          the Treasure Stawinner of a pallet containing miscellaneous items
          from National Oilwell.

          -loss  of  anchor shackle, and some chain which broke from  chain
          while demooring the rig and left on the bottom (below mudline) at
          3300 feet.

ALL OF THE ABOVE WERE REPORTED TO THE MMS.

                              EXHIBIT 5.2(a)
                TO PURCHASE AND SALE AND EXCHANGE AGREEMENT

                      FORMS OF CONVEYANCE INSTRUMENTS

                                  FORM #1

STATE OF TEXAS

COUNTY OF HARRIS                                   OCS-G ________


              ASSIGNMENT OF OPERATING RIGHTS AND BILL OF SALE


          THIS  Assignment and Bill of Sale (the "Assignment")  is  entered
into  and shall be effective as of 12:01 a.m., August 28, 1997 (hereinafter
referred  to as the "Effective Date"), by and between ____________________,
a Texas corporation, (hereinafter referred to as "Assignor"), whose mailing
address  is  _______________________; and, a Texas corporation (hereinafter
referred     to    as    "Assignee"),    whose    mailing    address     is
______________________________________.

                           W I T N E S S E T H:


     1.    Sale.  THAT, FOR AND IN CONSIDERATION of the sum of One  Hundred
and  No/100  Dollars,  cash  in  hand paid  and  other  good  and  valuable
consideration, the receipt and sufficiency of which is hereby  acknowledged
and  confessed  and  for which due acquittance is hereby granted,  Assignor
does  hereby  BARGAIN,  GRANT,  SELL, TRANSFER,  ASSIGN,  and  CONVEY  unto
Assignee an undivided twenty percent (20%) operating rights interest in and
to the following described properties (the "Assets"):

     a.   The  oil, gas and mineral lease described on Exhibit 1, Part  (a)
          (the "Lease"), together with a like interest with respect to  the
          Lease  in  and  to  any  and  all  (i)  mineral  interests,  (ii)
          overriding  or landowners' royalty interests, (iii)  surface  and
          subsurface interests and rights, (iv) beneficial, convertible  or
          reversionary interests, (v) interest owned, claimed or  acquired,
          or   to  be  owned,  claimed  or  acquired,  by  agreement,  (vi)
          production  payments, (vii) contractual interests owned  pursuant
          to  participation  agreements, operating  agreements  or  similar
          agreements,  and  (viii) any and all like  or  unlike  interests,
          including  without limitation those specific items identified  on
          Exhibit  1,  Part (a). This shall include any contractual  rights
          providing for the acquisition or earning of any of the foregoing,
          and  Assignor's rights in respect of any pooled, communitized  or
          unitized acreage of which any of the foregoing is a part. (All of
          the  foregoing  shall be referred to herein collectively  as  the
          "Leasehold Interests.")

     b.   Any  and  all wells wellbores pipe, gathering lines, compressors,
          facilities equipment, platforms, pipelines and any and all  other
          personal,  real,  movable  and immovable  property,  fixtures  or
          equipment  which  are located on or used directly  in  connection
          with  the production, treatment or transportation of oil and  gas
          front  the  Leasehold  Interests, including, without  limitation,
          those  items specifically identified on Exhibit 1, Part (b),  but
          specifically excluding the vessel Allegheny (the "Equipment").

     c.   Any  and all easements, rights-of-way, and subsurface and surface
          rights  associated or used in connection with any such  easements
          or  rights-of-way, which easements, rights-of-way and  subsurface
          and  surface rights have been obtained for use in connection with
          the Leasehold Interests ("the Gathering Facilities").

     d.   Any  and  all  oil,  gas  and  other minerals  produced  from  or
          attributable to the Leasehold Interests on or after the Effective
          Date.

     e.   To the extent the same are assignable or transferable by Assignor
          and to the extent and only to the extent that the same relate  to
          the  ownership  or  operation  of the  Leasehold  Interests,  the
          Gathering  Facilities or the Equipment on or after the  Effective
          Date, a like interest in and to all orders, contracts, agreements
          (including   without   limitation   all   operating   agreements,
          transportation   agreements,   unit   agreements,   participation
          agreements  and  processing agreements),  instruments,  licenses,
          authorizations, permits, audits, claims, liens, suits settlements
          and  demands, and other rights, privileges, benefits  and  powers
          conferred  upon  Assignor, including, but not  limited  to  those
          listed on Exhibit 1 part (c).

     TO HAVE  AND  TO  HOLD unto Assignee, subject to the terms, conditions
          and reservation hereinbelow recounted.

     2.   Title Warranty.  Assignor warrants that:

     a.   Except  as  specifically set forth in the Purchase and  Sale  and
          Acreage  Exchange  Agreement described in Article  10.  below  or
          under  the contracts and agreements listed in Exhibit 1  to  this
          Assignment, and further except as a consequence of the  formation
          of  a  unit,  neither  Assignor nor  any  parent,  subsidiary  or
          affiliate   of  Assignor  during  their  respective  periods   of
          ownership  has  (A) executed any deed, conveyance, assignment  or
          other instrument as an assignor, grantor, sublessor or in another
          capacity or (B) has breached any obligation under the Lease  that
          would  (i)  result  now  or in the future,  in  Assignee's  being
          entitled  to receive less than the net revenue interest  for  the
          Lease, well or unit set forth in Exhibit 1 of all oil and gas in,
          under,  and  that  may be produced, saved and  marketed  from  or
          attributable to such Lease, well or unit, or (ii) obligate now or
          in  the  future, Assignee to beat the costs and expenses relating
          to the maintenance, development and operation of such Lease, well
          or  unit  in an amount greater than the working interest for  the
          Lease,  well  or  unit set forth in Exhibit  1,  unless  the  net
          revenue  interest  attributable  to  said  working  interest   is
          increased by a proportionate or greater amount; and

     b.   Except  as  specifically set forth in the Purchase and  Sale  and
          Acreage Exchange Agreement described in Section 9. below or under
          the  contracts  and  agreements  listed  in  Exhibit  1  to  this
          Assignment, the Assets are free of all liens, mortgages, charges,
          pledges, security interests and encumbrances;

(the  limited warranty set forth in subparagraphs (a) and (b)  above  shall
hereinafter  be  referred to as the "Special Limited  Warranty").  Assignor
shall  convey the Assets with no warranty whatsoever other that the Special
Limited Warranty, but with full substitution and subrogation to Assignee in
and  to  all covenants, agreements, representations and warranties made  by
others  heretofore given or made it connection with the Assets or any  part
thereof.

     3.    Acceptance.   Assignee accepts this Assignment and  acknowledges
delivery  of  the  Assets and accepts the obligations as  provided  in  the
Purchase  and Sale and Acreage Exchange Agreement described in  Section  9.
below (including those contracts and agreements listed on Exhibit 1 of this
Assignment,  insofar  and  only insofar as such  contracts  and  agreements
cover,  pertain  or  apply to the Leasehold Interests),  on  or  after  the
Effective Date.

     4.    Other  Warranty Provisions.  Except as may be  specifically  set
forth  to  the  contrary  in  the  Purchase and  Sale  Agreement,  Assignee
acknowledges that (a) Assignor has not made any warranty or representation,
whether  express, implied, at common law, by statute or otherwise, relating
to the fitness for an intended purpose or condition of any movable property
constituting  a portion of the Assets and (b) Assignee shall  acquire  such
personal  property  in  "AS  IS, WHERE IS"  condition.  Except  as  may  be
specifically  set forth to the contrary in the Purchase and Sale  Agreement
described in Section 9. below (the "Agreement"), Assignee acknowledges that
Assignor  has made no representations or warranties whatever, expressed  or
implied,  (Assignor having hereby expressly disclaimed all such warranties)
as  to the accuracy, completeness, or materiality of any data, information,
record  or  materials  now,  heretofore, or  hereafter  made  available  in
connection   with  this  Agreement  (including.  without  limitation,   any
descriptions  of  oil  and gas leases; quality or quantity  or  hydrocarbon
reserves  attributable to the Assets, if any; production rates, exploratory
or   development  drilling  opportunities,  decline  rates,  potential  for
production of hydrocarbons from the Assets; the environmental condition  of
said  Assets;  the  legal, tax or other consequences of  owning  Assignor's
interest  in the Assets; or any other information contained in any material
furnished  in  connection with this transaction). Any and  all  such  data,
information,  records  or materials furnished by Assignor  to  Assignee  is
provided as a convenience only and any reliance on or use of same is at the
Assignee's  sole  risk.  EXCEPT AS MAY BE SPECIFICALLY  SET  FORTH  TO  THE
CONTRARY  IN THE PURCHASE AND SALE AND ACREAGE EXCHANGE AGREEMENT,  WITHOUT
LIMITING  THE GENERALITY OF THIS PARAGRAPH, ASSIGNOR DISCLAIMS AND  NEGATES
AS  TO  ANY  PERSONAL  PROPERTY, FIXTURES, IMPROVEMENTS  AND  APPURTENANCES
SUBJECT TO THIS AGREEMENT (INCLUDING ALL WELLS): (A) ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EMPRESS WARRANTY OF FITNESS
FOR  A  PARTICULAR  PURPOSE, AND (C) ANY IMPLIED  OR  EXPRESS  WARRANTY  OF
CONFORMITY  TO  MODELS  OR S.AMPLE OR MATTERIALS.  THE  ASSIGNEE  EXPRESSLY
AGREES  THAT  TITLE TO SUCH PERSONAL PROPERTY, FIXTURES,  IMPROVEMENTS  AND
APPURTENANCES WILL BE ACCEPTED "AS IS", "WHERE IS", "WITH ALL  FAULTS"  AND
IN ITS PRESENT CONDITION AND STATE OF REPAIR.

     5.    Liability  of  Successors.  The terms,  conditions,  rights  and
obligations of this Assignment shall run with the land and extend to and be
binding  upon  the  parties hereto and their respective  successors,  heirs
and/or assigns.

     6.   Counterparts. This Assignment may be executed in several original
counterparts,  all of which are identical. Each of such counterparts  shall
for  all  purposes  be deemed to be an original, and all such  counterparts
shall  together constitute but one and the same instrument.  The  signature
pages of the counterparts may be amalgamated to form complete documents for
the purpose of recording complete documents in the public registries.

     7.    Severability.  If any provision of this Assignment is invalid or
unenforceable  in part or in whole in any jurisdiction applicable  to  this
Assignment then, to the extent permitted by applicable law, (i)  the  other
provisions  hereof  shall  remain  in  full  force  and  effect   in   such
jurisdiction  and shall be liberally construed in order to  carry  out  the
intentions of the parties hereto as nearly as may be possible, and (ii) the
invalidity or unenforceability of such provision in any jurisdiction  shall
not   affect   the  validity  or  enforceability  thereof  in   any   other
jurisdiction.

     8.    Governing  Law.   THIS  ASSIGNMENT  SHALL  BE  GOVERNED  BY  AND
INTERPRETED  IN  ACCORDANCE  WITH THE SUBSTANTIVE  LAWS  OF  THE  STATE  OF
LOUISIANA,  WITHOUT  REGARD  TO CONFLICT OF LAW  RULES  THAT  WOULD  DIRECT
APPLICATION OF THE. LAWS OF ANOTHER JURISDICTION.

     9.   Purchase and Sale and Acreage Exchange Agreement. Notwithstanding
anything  to  the contrary provided herein, this Assignment  shall  at  all
times be subject to the terms, conditions and exceptions contained in  that
certain  unrecorded Purchase and Sale and Acreage Exchange Agreement  dated
the  same  date  as the effective date of this Assignment  by  and  between
Assignor  and  Assignee.   The unrecorded Purchase  and  Sale  and  Acreage
Exchange  Agreement shall at all times govern the rights of the parties  in
and  to  the Assets. All interested parties are hereby given notice of  the
existence  of  the  unrecorded  Purchase  and  Sale  and  Acreage  Exchange
Agreement.

     10.   MMS Approval.  This Assignment is expressly made subject to  the
approval  of  the Minerals Management Service, United States Department  of
the Interior.

     IN WITNESS WHEREFOF, this Assignment is executed in multiple originals
and  in  the presence of the undersigned witnesses on this _____th  day  of
August, 1997, but to be effective as of the Effective Date.

                                   ASSIGNOR:

                                   ______________________________
WITNESSES:                         ______________________________
Name:________________________      Name:__________________________
                                   Title:___________________________
Name:________________________

                                   ASSIGNEE:

                                   ______________________________
WITNESSES:                         ______________________________
Name:________________________      Name:__________________________
                                   Title:___________________________
Name:________________________


STATE OF TEXAS

COUNTY OF HARRIS


     BEFORE  ME, the undersigned authority, duly commissioned and qualified
within  and  for  the  State  and  County aforesaid,  personally  came  and
appeared:

     __________________________, to me personally known to  be  the  person
whose  name  is  subscribed to the foregoing instrument, who  declared  and
acknowledged  to  me, notary, in the presence of the undersigned  competent
witnesses,  that  he  executed the above and foregoing  instrument  in  his
capacity as _________________________ of Enserch Exploration, Inc., a Texas
corporation,  on behalf of said corporation with full authority,  and  that
the  said instrument is the free act and deed of the said corporation,  and
was executed for the uses, purposes and benefits therein expressed.

     THUS  DONE, READ AND SIGNED in the State and County aforesaid, in  the
presence   of   ___________________  and  ________________________________,
competent witnesses, on the ____th day of August. 1997.

WITNESSES:
_______________________________    ______________________________
_______________________________
                                   ______________________________
                                   ______________________________
                                   Notary Public in and for the
                                   State of Texas

My Commission expires:
________________________


STATE OF TEXAS

COUNTY OF HARRIS


     BEFORE  ME, the undersigned authority, duly commissioned and qualified
within  and  for  the  State  and  County aforesaid,  personally  came  and
appeared:

     ______________________________, to  me  personally  known  to  be  the
person  whose name is subscribed to the foregoing instrument, who  declared
and  acknowledged  to  me,  notary,  in the  presence  of  the  undersigned
competent witnesses, that he executed the above and foregoing instrument in
his capacity as ____________________________ of Reading & Bates Development
Co.,  a  Texas  corporation, on behalf of the said  corporation  with  full
authority,  and that the said instrument is the free act and  deed  of  the
said  corporation,  and  was executed for the uses, purposes  and  benefits
therein expressed.

     THUS  DONE, READ AND SIGNED in the State and County aforesaid, in  the
presence           of          ______________________________           and
______________________________, competent witnesses, on the  ___th  day  of
August, 1997.

WITNESSES:
_______________________________    ______________________________
_______________________________
                                   ______________________________
                                   ______________________________
                                   Notary Public in and for the
                                   State of Texas

My Commission expires:
________________________

                                  FORM #2

STATE OF TEXAS                              OCS-G__________

COUNTY OF HARRIS

                    ASSIGNMENT OF RECORD TITLE INTEREST

          THIS  Assignment  of Record Title Interest (the "Assignment")  is
entered  into  and  shall be effective as of 12:01 a.m.,  August  28,  1997
(hereinafter  referred  to  as  the  "Effective  Date"),  by  and   between
______________________________, a Texas corporation, (hereinafter  referred
to       as      "Assignor"),      whose      mailing      address       is
___________________________________; and ______________________________,  a
Texas  corporation (hereinafter referred to as "Assignee"),  whose  mailing
address is _______________________________.

WITNESSETH:

     1.   Sale.   THAT, FOR AND IN CONSIDERATION of the sum of One  Hundred
and  No/100  Dollars,  cash  in  hand paid  and  other  good  and  valuable
consideration, the receipt and sufficiency of which is hereby  acknowledged
and  confessed  and  for which due acquittance is hereby granted,  Assignor
does  hereby  BARGAIN,  GRANT,  SELL, TRANSFER,  ASSIGN,  and  CONVEY  unto
Assignee an undivided __________ percent (_____%) record title interest  in
and to the following described properties (the "Assets"):

     a.   The  oil, gas and mineral lease described on Exhibit 1, Part  (a)
          the  "Lease", together with a like interest with respect  to  the
          Lease  in  and  to  any  and  all  (i)  mineral  interests,  (ii)
          overriding  or landowners' royalty interests, (iii)  surface  and
          subsurface interests and rights, (iv) beneficial, convertible  or
          reversionary interests, (v) interest owned, claimed or  acquired,
          or   to  be  owned,  claimed  or  acquired,  by  agreement,  (vi)
          production  payments, (vii) contractual interests owned  pursuant
          to  participation  agreements, operating  agreements  or  similar
          agreements,  and  (viii) any and all like  or  unlike  interests,
          including  without limitation those specific items identified  on
          Exhibit  1,  Part (a). This shall include any contractual  rights
          providing for the acquisition or earning of any of the foregoing,
          and  Assignor's rights in respect of any pooled, communitized  of
          unitized acreage of which any of the foregoing is a part. (All of
          the  foregoing  shall be referred to herein collectively  as  the
          "Leasehold Interests.")

     b.   Any  and all easements, rights-of-way, and subsurface and surface
          rights  associated or used in connection with any such  easements
          or  rights-of-way, which easements, rights-of-way and  subsurface
          and  surface rights have been obtained for use in connection with
          the Leasehold Interests.

     c.   Any  and  all  oil,  gas  and  other minerals  produced  from  or
          attributable to the Leasehold Interests on or after the Effective
          Date.

     d.   To the extent the same are assignable or transferable by Assignor
          and to the extent and only to the extent that the same relate  to
          the  ownership  or  operation of the Leasehold Interests,  on  or
          after  the Effective Date, a like interest in and to all  orders,
          contracts, agreements (including without limitation all operating
          agreements,    transportation   agreements,   unit    agreements,
          participation agreements and processing agreements), instruments,
          licenses, authorizations, permits, audits, claims, liens,  suits,
          settlements  and demands, and other rights, privileges,  benefits
          and powers conferred upon Assignor, including, but not limited to
          those listed on Exhibit 1 part (c).

     TO HAVE  AND  TO  HOLD unto Assignee, subject to the terms, conditions
          and reservations hereinbelow recounted.

     2.   Title Warranty.  Assignor warrants that:

     a.   Except  as  specifically set forth in the Purchase and  Sale  and
          Acreage  Exchange  Agreement described in Article  10.  below  or
          under  the contracts and agreements listed in Exhibit 1  to  this
          Assignment, and further except as a consequence of the  formation
          of  a  unit,  neither  Assignor nor  any  parent,  subsidiary  or
          affiliate   of  Assignor  during  their  respective  periods   of
          ownership  has  (A) executed any deed, conveyance, assignment  or
          other instrument as an assignor, grantor, sublessor or in another
          capacity or (B) has breached any obligation under the Lease  that
          would  (i)  result  now  or in the future,  in  Assignee's  being
          entitled  to receive less than the net revenue interest  for  the
          Lease, well or unit set forth in Exhibit 1 of all oil and gas in,
          under,  and  that  may be produced, saved and  marketed  from  or
          attributable to such Lease, well or unit, or (ii) obligate now or
          in  the  future, Assignee to bear the costs and expenses relating
          to the maintenance, development and operation of such Lease, well
          or  unit  in an amount greater than the working interest for  the
          Lease,  well  or  unit set forth in Exhibit  1,  unless  the  net
          revenue  interest  attributable  to  said  working  interest   is
          increased by a proportionate or greater amount; and

     b.   Except  as  specifically set forth in the Purchase and  Sale  and
          Acreage Exchange Agreement described in Section 9. below or under
          the  contracts  and  agreements  listed  in  Exhibit  1  to  this
          Assignment, the Assets are free of all liens, mortgages, charges,
          pledges, security interests and encumbrances;

(the  limited warranty set forth in subparagraphs (a) and (b)  above  shall
hereinafter  be  referred to as the "Special Limited  Warranty").  Assignor
shall  convey the Assets with no warranty whatsoever other than the Special
Limited Warranty, but with full substitution and subrogation to Assignee in
and  to  all covenants, agreements, representations and warranties made  by
others  heretofore given or made in connection with the Assets or any  part
thereof.

     3.    Acceptance.   Assignee accepts this Assignment and  acknowledges
delivery  of  the  Assets and accepts the obligations as  provided  in  the
Purchase  and Sale and Acreage Exchange Agreement described in  Section  9.
below (including those contracts and agreements listed on Exhibit 1 of this
Assignment,  insofar  and  only insofar as such  contracts  and  agreements
cover,  pertain  or  apply to the Leasehold Interests),  on  or  after  the
Effective Date.

     4.    Other  Warranty Provisions.  Except as may be  specifically  set
forth  to  the  contrary  in  the Purchase and Sale  and  Acreage  Exchange
Agreement,  Assignee  acknowledges that  (a)  Assignor  has  not  made  any
warranty  or  representation, whether express, implied, at common  law,  by
statute  or  otherwise, relating to the fitness for an intended purpose  or
condition of any movable property constituting a portion of the Assets  and
(b)  Assignee  shall acquire such personal property in "AS  IS,  WHERE  IS"
condition. Except as may be specifically set forth to the contrary  in  the
Purchase  and Sale and Acreage Exchange Agreement described in  Section  9.
below  (the "Agreement"), Assignee acknowledges that Assignor has  made  no
representations  or  warranties whatever, expressed or  implied,  (Assignor
having hereby expressly disclaimed all such warranties) as to the accuracy,
completeness, or materiality of any data, information, record or  materials
now,  heretofore,  or  hereafter made available  in  connection  with  this
Agreement (including, without limitation, any descriptions of oil  and  gas
leases;  quality  or quantity or hydrocarbon reserves attributable  to  the
Assets,  if  any;  production rates, exploratory  or  development  drilling
opportunities, decline rates, potential for production of hydrocarbons from
the  Assets; the environmental condition of said Assets; the legal, tax  or
other  consequences  of owning Assignor's interest in the  Assets;  or  any
other  information contained in any material furnished in  connection  with
this transaction). Any and all such data, information, records or materials
furnished by Assignor to Assignee is provided as a convenience only and any
reliance on or use of same is at the Assignee's sole risk.  EXCEPT  AS  MAY
BE  SPECIFICALLY  SET FORTH TO THE CONTRARY IN THE PURCHASE  AND  SALE  AND
ACREAGE  EXCHANGE  AGREEMENT,  WITHOUT  LIMITING  THE  GENERALITY  OF  THIS
PARAGRAPH,  ASSIGNOR  DISCLAIMS AND NEGATES AS TO  ANY  PERSONAL  PROPERTY,
FIXTURES,   IMPROVEMENTS  AND  APPURTENANCES  SUBJECT  TO  THIS   AGREEMENT
(INCLUDING   ALL   WELLS):  (A)  ANY  IMPLIED  OR   EXPRESS   WARRANTY   OF
MERCHANTABILITY,  (B)  ANY IMPLIED OR EXPRESS WARRANTY  OF  FITNESS  FOR  A
PARTICULAR  PURPOSE, AND (C) ANY IMPLIED OR EXPRESS WARRANTY OF  CONFORMITY
TO MODELS OR SAMPLE OR MATERIALS.  THE ASSIGNEE EXPRESSLY AGREES THAT TITLE
TO SUCH PERSONAL PROPERTY, FIXTURES, IMPROVEMENTS AND APPURTENANCES WILL BE
ACCEPTED  "AS  IS",  "WHERE  IS", "WITH ALL FAULTS",  AND  IN  ITS  PRESENT
CONDITION AND STATE OF REPAIR.

     5.    Liability  of  Successors.  The terms,  conditions,  rights  and
obligations of this Assignment shall run with the land and extend to and be
binding  upon  the  parties hereto and their respective  successors,  heirs
and/or assigns.

     6.    Counterparts.   This  Assignment  may  be  executed  in  several
original  counterparts,  all  of  which  are  identical.   Each   of   such
counterparts  shall for all purposes be deemed to be an original,  and  all
such   counterparts  shall  together  constitute  but  one  and  the   same
instrument.  The signature pages of the counterparts may be amalgamated  to
form complete documents for the purpose of recording complete documents  in
the public registries.

     7.    Severability.  If any provision of this Assignment is invalid or
unenforceable  in part or in whole in any jurisdiction applicable  to  this
Assignment, then, to the extent permitted by applicable law, (i) the  other
provisions  hereof  shall  remain  in  full  force  and  effect   in   such
jurisdiction  and shall be liberally construed in order to  carry  out  the
intentions of the parties hereto as nearly as may be possible, and (ii) the
invalidity or unenforceability of such provision in any jurisdiction  shall
not   affect   the  validity  or  enforceability  thereof  in   any   other
jurisdiction.

     8.    Governing  Law.   THIS  ASSIGNMENT  SHALL  BE  GOVERNED  BY  AND
INTERPRETED  IN  ACCORDANCE  WITH THE SUBSTANTIVE  LAWS  OF  THE  STATE  OF
LOUISIANA,  WITHOUT  REGARD  TO CONFLICT OF LAW  RULES  THAT  WOULD  DIRECT
APPLICATION OF THE LAWS OF ANOTEHR JURISDICTION.

     9.   Purchase and Sale and Acreage Exchange Agreement. Notwithstanding
anything  to  the contrary provided herein, this Assignment  shall  at  all
times be subject to the terms, conditions and exceptions contained in  that
certain  unrecorded Purchase and Sale and Acreage Exchange Agreement  dated
the  same  date  as the effective date of this Assignment  by  and  between
Assignor  and  Assignee.  The  unrecorded Purchase  and  Sale  and  Acreage
Exchange  Agreement shall at all times govern the rights of the parties  in
and  to  the Assets. All interested parties are hereby given notice of  the
existence  of  the  unrecorded  Purchase  and  Sale  and  Acreage  Exchange
Agreement.

     10.   MMS Approval.  This Assignment is expressly made subject to  the
approval  of  the Minerals Management Service, United States Department  of
the Interior.

        IN  WITNESS  WHEREFORE,  this Assignment is  executed  in  multiple
originals  and in the presence of the undersigned witnesses  on  this  this
_____th day of August, 1997, but to be effective as of the Effective Date.

                                   ASSIGNOR:
                                   ______________________________
WITNESSES:
                                   ______________________________
Name:________________________
                                   Name:_________________________
                                   Title:__________________________
Name:________________________

                                   ASSIGNEE:
                                   ______________________________
WITNESSES:
                                   ______________________________
Name:________________________
                                   Name:_________________________
                                   Title:__________________________
Name:________________________

STATE OF TEXAS

COUNTY OF HARRIS

     BEFORE  ME, the undersigned authority, duly commissioned and qualified
within  and  for  the  State  and  County aforesaid,  personally  came  and
appeared:

     ______________________________, to  me  personally  known  to  be  the
person  whose name is subscribed to the foregoing instrument, who  declared
and  acknowledged  to  me,  notary,  in the  presence  of  the  undersigned
competent witnesses, that he executed the above and foregoing instrument in
his  capacity as ___________________________________of Enserch Exploration,
Inc.,  a  Texas  corporation,  or  behalf of  said  corporation  with  full
authority,  and that the said instrument is the free act and  deed  of  the
said  corporation,  and  was executed for the uses, purposes  and  benefits
therein expressed.

     THUS  DONE, READ AND SIGNED in the State and County aforesaid, in  the
presence                  of                 ______________________________
and______________________________, competent witnesses, on the ___th day of
August, 1997.

WITNESSES:
_______________________________    ______________________________
_______________________________
                                   ______________________________
                                   ______________________________
                                   Notary Public in and for the
                                   State of Texas

My Commission expires:
________________________


STATE OF TEXAS

COUNTY OF HARRIS

     BEFORE  ME, the undersigned authority, duly commissioned and qualified
within  and  for  the  State  and  County aforesaid,  personally  came  and
appeared:

     ______________________________, to  me  personally  known  to  be  the
person  whose name is subscribed to the foregoing instrument, who  declared
and  acknowledged  to  me,  notary,  in the  presence  of  the  undersigned
competent witnesses, that he executed the above and foregoing instrument in
his   capacity  as  ______________________________  of  Reading   &   Bates
Development  Co.,  a Texas corporation, on behalf of the  said  corporation
with  full authority, and that the said instrument is the free act and deed
of  the  said  corporation, and was executed for  the  uses,  purposes  and
benefits therein expressed.

     THUS  DONE, READ AND SIGNED in the State and County aforesaid, in  the
presence           of          ______________________________           and
______________________________, competent witnesses, on the  ___th  day  of
August, 1997.

WITNESSES:
_____________________________      ______________________________
_____________________________

                                   ______________________________
                                   Notary Public in and for the
                                   State of Texas

My Commission expires:
________________________