EXHIBIT 10.14
                           PLEDGE AGREEMENT
                              (Stock)
                                

THIS PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of August 14, 
1998, made by ENCAP EQUITY 1994 LIMITED PARTNERSHIP, a Texas limited 
partnership (the "Pledgor"), in favor of BANK OF AMERICA NATIONAL TRUST AND 
SAVINGS ASSOCIATION, a national banking association (the "Lender").

                           W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, dated as of August 14, 1998 
(together with all amendments and other modifications, if any, from time to 
time thereafter made thereto, the "Credit Agreement"), between FUTURE PETROLEUM 
CORPORATION, a Utah corporation (the "Borrower") and the Lender, the Lender has 
extended Commitments to make Loans to, and issue Letters of Credit at the 
request of, the Borrower; and

WHEREAS, the Borrower or an Affiliate (as defined in the Credit Agreement) 
of the Borrower has entered into or may enter into certain Hedging Agreements 
(as defined in the Credit Agreement) with the Lender or an Affiliate of the 
Lender, pursuant to the terms of the Credit Agreement;

WHEREAS, as a condition precedent to the making of the initial Loan and 
the issuance of Letters of Credit under the Credit Agreement, and the Lender's 
or such Affiliate of the Lender's obligations under the Hedging Agreements 
referred to above, the Pledgor is required to execute and deliver this Pledge 
Agreement; and

WHEREAS, the Pledgor has duly authorized the execution, delivery and 
performance of this Pledge Agreement; 

NOW THEREFORE, for good and valuable consideration the receipt of which is 
hereby acknowledged, and in order to induce the Lender to make Loans (including 
the initial Loan) to, and to issue Letters of Credit at the request of, the 
Borrower pursuant to the Credit Agreement, and to induce the Lender or such 
Affiliate of the Lender to enter into Hedging Agreements with the Borrower or 
an affiliate of the Borrower, the Pledgor agrees, for the benefit of the 
Lender, as follows:


                             ARTICLE I

                           DEFINITIONS

SECTION I.1     Certain Terms.  The following terms (whether or not 
underscored) when used in this Pledge Agreement, including its preamble and 
recitals, shall have the following meanings (such definitions to be equally 
applicable to the singular and plural forms thereof):

"Borrower" is defined in the first recital.

"Collateral" is defined in Section 2.1.

"Credit Agreement" is defined in the first recital.

"Distributions" means all stock dividends, liquidating dividends, shares 
of stock resulting from (or in connection with the exercise of) stock splits, 
reclassifications, warrants, options, non-cash dividends, mergers, 
consolidations, and all other distributions (whether similar or dissimilar to 
the foregoing) on or with respect to any Pledged Shares or other shares of 
capital stock constituting Collateral, but shall not include Dividends.

"Dividends" means cash dividends and cash distributions with respect to 
any Pledged Shares or other Pledged Property made in the ordinary course of 
business and not a liquidating dividend.

"Lender" is defined in the preamble.

"Pledge Agreement" is defined in the preamble.

"Pledged Property" means all Pledged Shares, and all other pledged shares 
of capital stock, all other securities, all assignments of any amounts due or
to become due with respect to the Pledged Shares, all other instruments which
are now being delivered by the Pledgor to the Lender or may from time to time 
hereafter be delivered by the Pledgor to the Lender for the purpose of pledge 
under this Pledge Agreement or any other Loan Document, and all proceeds of any 
of the foregoing.

"Pledged Share Issuer" means each Person identified in Attachment 1 hereto 
as the issuer of the Pledged Shares identified opposite the name of such Person.

"Pledged Shares" means all shares of capital stock of any Pledged Share 
Issuer which are delivered by the Pledgor to the Lender as Pledged Property 
hereunder.

"Pledgor" is defined in the preamble.

"Secured Obligations" is defined in Section 2.2.

"Securities Act" is defined in Section 6.2.

"U.C.C." means the Uniform Commercial Code as in effect in the State of 
Illinois.

SECTION I.2     Credit Agreement Definitions.  Unless otherwise defined 
herein or the context otherwise requires, terms used in this Pledge Agreement, 
including its preamble and recitals, have the meanings provided in the Credit 
Agreement.

SECTION I.3     U.C.C. Definitions.  Unless otherwise defined herein or 
the context otherwise requires, terms for which meanings are provided in the 
U.C.C. are used in this Pledge Agreement, including its preamble and recitals, 
with such meanings.


                             ARTICLE II

                              PLEDGE

SECTION II.1     Grant of Security Interest.  The Pledgor hereby pledges, 
hypothecates, assigns, charges, mortgages, delivers, and transfers to the 
Lender, and hereby grants to the Lender a continuing security interest in, all 
of the following property (the "Collateral"):

II.1.1     All issued and outstanding shares of capital stock of 
each Pledged Share Issuer identified in Attachment 1 hereto.

II.1.2     All other Pledged Shares issued from time to time.

II.1.3     All other Pledged Property, whether now or hereafter 
delivered to the Lender in connection with this Pledge Agreement.

II.1.4     All Dividends, Distributions, interest, and other 
payments and rights with respect to any Pledged Property.

II.1.5     All proceeds of any of the foregoing. 

SECTION II.2     Security for Obligations.  This Pledge 
Agreement secures the prompt payment and performance in full of (a) all 
Obligations now or hereafter existing under the Credit Agreement, the Notes and 
each other Loan Document, whether for principal, interest, costs, fees, 
expenses, or otherwise, including without limitation, Reimbursement 
Obligations, and (b) all other obligations of the Borrower or the Pledgor to 
the Lender or any Affiliate of the Lender, now or hereafter owing, howsoever 
created, arising or evidenced, whether direct or indirect, primary or 
secondary, fixed or absolute or contingent, joint or several, regardless of 
how evidenced or arising, including without limitation all Hedging 
Obligations (as defined in the Credit Agreement) arising under the Hedging 
Agreements, between the Borrower or any other Affiliate or now or hereafter 
existing or due or to become due and (c) all other obligations of the 
Borrower or any Affiliate of the Borrower and the Lender or any Affiliate of 
the Lender, howsoever created, arising or evidenced, whether direct or 
indirect, absolute or contingent or now or hereafter existing 
or due or to become due (all such Obligations and other obligations being the 
"Secured Obligations").

SECTION II.3     Delivery of Pledged Property.  All certificates or 
instruments representing or evidencing any Collateral, including all Pledged 
Shares, shall be delivered to and held by or on behalf of the Lender pursuant 
hereto, shall be in suitable form for transfer by delivery, and shall be 
accompanied by all necessary instruments of transfer or assignment, duly 
executed in blank.

SECTION II.4     Dividends on Pledged Shares.  In the event that any 
Dividend is to be paid on any Pledged Share at a time when no Default has 
occurred and is continuing, such Dividend may be paid directly to the Pledgor. 
If any such Default has occurred and is continuing then any such Dividend shall 
be paid directly to the Lender.

SECTION II.5     Continuing Security Interest.  This Pledge Agreement 
shall create a continuing security interest in the Collateral and shall 

II.5.1     Remain in full force and effect until payment in full of 
all Secured Obligations and the termination of the Commitments and any 
other commitments of the Lender to the Pledgor,

II.5.2     Be binding upon the Pledgor and its successors, 
transferees and assigns, and

II.5.3     Inure to the benefit of the Lender and its successors, 
transferees, and assigns.

Without limiting the foregoing clause (c), the Lender may assign or 
otherwise transfer (in whole or in part) any Note or Loan to any other Person
or entity, and such other Person or entity shall thereupon become vested with
all the rights and benefits in respect thereof granted to the Lender under 
any Loan Document (including this Pledge Agreement) or otherwise, subject, 
however, to any contrary provisions in such assignment or transfer, and to 
the provisions of Section 10.11 of the Credit Agreement.  Upon the 
indefeasible payment in full of all principal and interest comprising the 
Secured Obligations and the termination of the Commitments and any other 
commitments of the Lender to the Pledgor, the security interest granted 
herein shall terminate and all rights to the Collateral shall revert to the 
Pledgor.  Upon any such termination, the Lender will, at the Pledgor's sole 
expense, deliver to the Pledgor, without any representations, warranties or 
recourse of any kind whatsoever, all certificates and instruments 
representing or evidencing all Pledged Shares, together with all other 
Collateral held by the Lender hereunder, and execute and deliver to the 
Pledgor such documents as the Pledgor shall reasonably request to evidence such
termination.


                                ARTICLE III

                       REPRESENTATIONS AND WARRANTIES

SECTION III.1     Warranties, etc.  The Pledgor represents and warrants 
unto the Lender, as at the date of each pledge and delivery hereunder 
(including each pledge and delivery of Pledged Shares) by the Pledgor to the
Lender of any Collateral, as set forth in this Article.

III.1.1     Ownership, No Liens, etc.  The Pledgor is the legal and 
beneficial owner of, and has good and marketable title to (and has full 
right and authority to pledge and assign) such Collateral, free and clear 
of all liens, security interests, options, or other charges or 
encumbrances, except any lien or security interest granted pursuant hereto 
in favor of the Lender.

III.1.2     Valid Security Interest.  The delivery of such 
Collateral to the Lender together with stock powers endorsed in blank is 
effective to create a valid, perfected, first priority security interest 
in such Collateral and all proceeds thereof, securing the Secured 
Obligations.  No filing or other action will be necessary to perfect or 
protect such security interest.

III.1.3     As to Pledged Shares.  In the case of any Pledged Shares 
constituting such Collateral, all of such Pledged Shares are duly 
authorized and validly issued, fully paid, and non-assessable, and 
constitute 19.01% of the issued and outstanding shares of capital stock of 
each Pledged Share Issuer.

III.1.4     Authorization, Approval, etc.  No authorization, 
approval, or other action by, and no notice to or filing with, any 
governmental authority, regulatory body or any other Person is required 
either 

(a)     for the pledge by the Pledgor of any Collateral 
pursuant to this Pledge Agreement or for the execution, delivery, 
and performance of this Pledge Agreement by the Pledgor, or

(b)     for the exercise by the Lender of the voting or 
other rights provided for in this Pledge Agreement, or, except with 
respect to any Pledged Shares, as may be required in connection with 
a disposition of such Pledged Shares by laws affecting the offering 
and sale of securities generally, the remedies in respect of the 
Collateral pursuant to this Pledge Agreement.

III.1.5     Compliance with Laws.  The Pledgor is in compliance with 
the requirements of all applicable laws (including, without limitation, 
the provisions of the Fair Labor Standards Act), rules, regulations and 
orders of every governmental authority, the non-compliance with which 
could materially adversely affect the business, properties, assets, 
operations, condition (financial or otherwise) or prospects of the Pledgor 
or the value of the Collateral or the worth of the Collateral as 
collateral security.


                             ARTICLE IV

                             COVENANTS

SECTION IV.1     Protect Collateral; Further Assurances, etc.  The Pledgor 
will not sell, assign, transfer, pledge, or encumber in any other manner the 
Collateral (except in favor of the Lender hereunder).  The Pledgor will warrant 
and defend the right and title herein granted unto the Lender in and to the 
Collateral (and all right, title, and interest represented by the Collateral) 
against the claims and demands of all Persons whomsoever.  The Pledgor agrees 
that at any time, and from time to time, at the expense of the Pledgor, the 
Pledgor will promptly execute and deliver all further instruments, and take all 
further action, that may be necessary or desirable, or that the Lender may 
reasonably request, in order to perfect and protect any security interest 
granted or purported to be granted hereby or to enable the Lender to exercise 
and enforce its rights and remedies hereunder with respect to any Collateral.

SECTION IV.2     Stock Powers, etc.  The Pledgor agrees that all Pledged 
Shares (and all other shares of capital stock constituting Collateral) 
delivered by the Pledgor pursuant to this Pledge Agreement will be 
accompanied by duly executed undated blank stock powers, or other equivalent
instruments of transfer acceptable to the Lender.  The Pledgor will, from 
time to time upon the request of the Lender, promptly deliver to the Lender 
such stock powers, instruments, and similar documents, satisfactory in form 
and substance to the Lender, with respect to the Collateral as the Lender may
reasonably request and will, from time to time upon the request of the Lender
after the occurrence of any Event of Default, promptly transfer any Pledged 
Shares or other shares of common stock constituting Collateral into the name
of any nominee designated by the Lender.

SECTION IV.3     Continuous Pledge.  Subject to Section 2.4, the 
Pledgor will, at all times, keep pledged to the Lender pursuant hereto all 
Pledged Shares and all other shares of capital stock constituting Collateral, 
all Dividends and Distributions with respect thereto, and all other Collateral 
and other securities, instruments, proceeds, and rights from time to time 
received by or distributable to the Pledgor in respect of any Collateral.

SECTION IV.4     Voting Rights; Dividends, etc.  The Pledgor agrees:

IV.4.1     After any Default shall have occurred and be continuing, 
promptly upon receipt thereof by the Pledgor and without any request 
therefor by the Lender, to deliver (properly endorsed where required 
hereby or requested by the Lender) to the Lender all Dividends, 
Distributions, all interest, all principal, all other cash payments, and 
all proceeds of the Collateral, all of which shall be held by the Lender 
as additional Collateral for use in accordance with Section 6.4; and

IV.4.2     After any Event of Default shall have occurred and be 
continuing and the Lender has notified the Pledgor of the Lender's 
intention to exercise its voting power under this Section 4.4.2

(a)     the Lender may exercise (to the exclusion of the 
Pledgor) the voting power and all other incidental rights of 
ownership with respect to any Pledged Shares or other shares of 
capital stock constituting Collateral and the Pledgor hereby grants 
the Lender an irrevocable proxy, exercisable under such 
circumstances, to vote the Pledged Shares and such other Collateral, 
and

(b)     promptly to deliver to the Lender such additional 
proxies and other documents as may be necessary to allow the Lender 
to exercise such voting power.

All Dividends, Distributions, interest, principal, cash payments, and 
proceeds which may at any time and from time to time be held by the Pledgor but 
which the Pledgor is then obligated to deliver to the Lender, shall, until 
delivery to the Lender, be held by the Pledgor separate and apart from its 
other property in trust for the Lender.  The Lender agrees that unless an 
Event of Default shall have occurred and be continuing and the Lender shall 
have given the notice referred to in Section 4.4.2, the Pledgor shall have 
the exclusive voting power with respect to any shares of capital stock 
(including any of the Pledged Shares) constituting Collateral and the Lender 
shall, upon the written request of the Pledgor, promptly deliver such proxies
and other documents, if any, as shall be reasonably requested by the Pledgor 
which are necessary to allow the Pledgor to exercise voting power with 
respect to any such share of capital stock (including any of the Pledged 
Shares) constituting Collateral; provided, however, that no vote shall be 
cast, or consent, waiver, or ratification given, or action taken by the 
Pledgor that would cause an Event of Default, impair any Collateral or be 
inconsistent with or violate any provision of the Credit Agreement or any 
other Loan Document (including this Pledge Agreement).

SECTION IV.5     Additional Undertakings.  The Pledgor will not, without 
the prior written consent of the Lender, (a) sell, assign, transfer, pledge, or 
encumber in any other manner Pledgor's interest in the Pledged Share Issuer, or 
(b) permit any of the assets of the Pledged Share Issuer to be sold, assigned, 
transferred, pledged, or encumbered in any other manner.


                             ARTICLE V

                            THE LENDER

SECTION V.1     Lender Appointed Attorney-in-Fact.  The Pledgor hereby 
irrevocably appoints the Lender the Pledgor's attorney-in-fact, with full 
authority in the place and stead of the Pledgor and in the name of the Pledgor 
or otherwise, from time to time in the Lender's discretion, to take any action 
and to execute any instrument which the Lender may deem necessary or advisable 
to accomplish the purposes of this Pledge Agreement, including without 
limitation:

V.1.1     After the occurrence and continuance of a Default, to ask, 
demand, collect, sue for, recover, compromise, receive and give 
acquittance and receipts for moneys due and to become due under or in 
respect of any of the Collateral.

V.1.2     To receive, endorse, and collect any drafts or other 
instruments, documents and chattel paper, in connection with Section 5.1.1 
above.

V.1.3     To file any claims or take any action or institute any 
proceedings which the Lender may deem necessary or desirable for the 
collection of any of the Collateral or otherwise to enforce the rights of 
the Lender with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney 
granted pursuant to this Section is irrevocable and coupled with an interest. 
Notwithstanding the foregoing, prior to the occurrence of an Event of Default, 
the Lender agrees that it shall first request that the Pledgor perform such 
action and, if the Pledgor shall not have performed such action within five (5) 
days following such request, the Lender shall be entitled to take such action 
pursuant hereto.

SECTION V.2     Lender May Perform.  If the Pledgor fails to perform 
any agreement contained herein after being requested in writing to so perform, 
the Lender may itself perform, or cause performance of, such agreement, and the 
reasonable expenses of the Lender incurred in connection therewith shall be 
payable by the Pledgor pursuant to Section 6.5.

SECTION V.3     Lender Has No Duty.  The powers conferred on the Lender 
hereunder are solely to protect its interest in the Collateral and shall not 
impose any duty on it to exercise any such powers.  Except for the reasonable 
care of any Collateral in its possession and the accounting for moneys actually 
received by it hereunder, the Lender shall have no duty as to any Collateral or 
responsibility for (a) ascertaining or taking action with respect to calls, 
conversions, exchanges, maturities, tenders or other matters relative to any 
Pledged Property, whether or not the Lender has or is deemed to have knowledge 
of such matters, or (b) taking any necessary steps to preserve rights against 
prior parties or any other rights pertaining to any Collateral.

SECTION V.4     Reasonable Care.  The Lender is required to exercise 
reasonable care in the custody and preservation of any of the Collateral in its 
possession; provided, however, the Lender shall be deemed to have exercised 
reasonable care in the custody and preservation of any of the Collateral, if it 
takes such action for that purpose as the Pledgor reasonably requests in 
writing at times other than upon the occurrence and during the continuance 
of any Event of Default, but failure of the Lender to comply with any such 
request at any time shall not in itself be deemed a failure to exercise 
reasonable care.


                          ARTICLE VI

                           REMEDIES

SECTION VI.1     Certain Remedies.  If any Event of Default shall have 
occurred and be continuing:     

VI.1.1     The Lender may exercise in respect of the 
Collateral, in addition to other rights and remedies provided for herein 
or otherwise available to it, all the rights and remedies of a secured 
party on default under the U.C.C. (whether or not the U.C.C. applies to 
the affected Collateral) and also may, without notice except as specified 
below, sell the Collateral or any part thereof in one or more parcels at 
public or private sale, at any of the Lender's offices or elsewhere, for 
cash, on credit or for future delivery, and upon such other terms as the 
Lender may deem commercially reasonable.  The Pledgor agrees that, to the 
extent notice of sale shall be required by law, at least ten days' prior 
notice to the Pledgor of the time and place of any public sale or the time 
after which any private sale is to be made shall constitute reasonable 
notification.  The Lender shall not be obligated to make any sale of 
Collateral regardless of notice of sale having been given.  The Lender may 
adjourn any public or private sale from time to time by announcement at 
the time and place fixed therefor, and such sale may, without further 
notice, be made at the time and place to which it was so adjourned.

VI.1.2     The Lender may

(a)     transfer all or any part of the Collateral into the 
name of the Lender or its nominee, with or without disclosing that 
such Collateral is subject to the lien and security interest 
hereunder;

(b)     notify the parties obligated on any of the Collateral 
to make payment to the Lender of any amount due or to become due 
thereunder;

(c)     enforce collection of any of the Collateral by suit 
or otherwise, and surrender, release or exchange all or any part 
thereof, or compromise or extend or renew for any period (whether or 
not longer than the original period) any obligations of any nature 
of any party with respect thereto;

(d)     endorse any checks, drafts, or other writings in the 
Pledgor's name to allow collection of the Collateral;

(e)     take control of any proceeds of the Collateral; and

(f)     execute (in the name, place and stead of the Pledgor) 
endorsements, assignments, stock powers and other instruments of 
conveyance or transfer with respect to all or any of the Collateral.

SECTION VI.2     Securities Laws.  If the Lender shall determine to 
exercise its right to sell all or any of the Collateral pursuant to Section 
6.1, the Pledgor agrees that, upon request of the Lender, the Pledgor will, 
at its own expense:

VI.2.1     Execute and deliver, and cause each issuer of the 
Collateral contemplated to be sold and the directors and officers thereof 
to execute and deliver (in each case to the extent required by law), all 
such instruments and documents, and do or cause to be done all such other 
acts and things, as may be necessary or, in the opinion of the Lender, 
advisable to register such Collateral under, or otherwise permit the 
Collateral to be privately sold or transferred in compliance with, the 
provisions of the Securities Act of 1933, as from time to time amended 
(the "Securities Act"), and to cause the registration statement relating 
thereto to become effective and to remain effective for such period as 
prospectuses are required by law to be furnished, and to make all 
amendments and supplements thereto and to the related prospectus which, in 
the opinion of the Lender, are necessary or advisable, all in conformity 
with the requirements of the Securities Act and the rules and regulations 
of the Securities and Exchange Commission applicable thereto.

VI.2.2     Use its best efforts to qualify the Collateral under, or 
to permit the Collateral to be privately sold or transferred in compliance 
with, the state securities or "Blue Sky" laws and to obtain all necessary 
governmental approvals for the sale of the Collateral, as requested by the 
Lender.

VI.2.3     Cause each such issuer to make available to its security 
holders, as soon as practicable, an earnings statement that will satisfy 
the provisions of Section 11(a) of the Securities Act.

VI.2.4     Do or cause to be done all such other acts and things as 
may be necessary to make such sale of the Collateral or any part thereof 
valid and binding and in compliance with applicable law.

SECTION VI.3     Compliance with Restrictions.  The Pledgor agrees that in 
any sale of any of the Collateral whenever an Event of Default shall have 
occurred and be continuing, the Lender is hereby authorized to comply with any 
limitation or restriction in connection with such sale as it may be advised by 
counsel is necessary in order to avoid any violation of applicable law 
(including compliance with such procedures as may restrict the number of 
prospective bidders and purchasers, require that such prospective bidders and 
purchasers have certain qualifications, and restrict such prospective bidders 
and purchasers to persons who will represent and agree that they are purchasing 
for their own account for investment and not with a view to the distribution or 
resale of such Collateral), or in order to obtain any required approval of the 
sale or of the purchaser by any governmental regulatory authority or official, 
and the Pledgor further agrees that such compliance shall not result in such 
sale being considered or deemed not to have been made in a commercially 
reasonable manner, nor shall the Lender be liable nor accountable to the 
Pledgor for any discount allowed by the reason of the fact that such 
Collateral is sold in compliance with any such limitation or restriction.

SECTION VI.4     Application of Proceeds.  All cash proceeds received 
by the Lender in respect of any sale of, collection from, or other realization 
upon, all or any part of the Collateral may, in the discretion of the Lender,
be held by the Lender as additional collateral security for, or then or at 
any time thereafter be applied (after payment of any amounts payable to the 
Lender pursuant to Sections 10.3 and 10.4 of the Credit Agreement and Section
6.5 hereof) in whole or in part by the Lender against, all or any part of the 
Secured Obligations in such order as the Lender shall elect.  Any surplus of 
such cash or cash proceeds held by the Lender and remaining after payment in 
full of all the Secured Obligations, and the termination of all Commitments and 
any other commitments by the Lender to the Pledgor, shall be paid over to the 
Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

SECTION VI.5     Indemnity and Expenses.  The Pledgor hereby indemnifies 
and holds harmless the Lender from and against any and all claims, losses, and 
liabilities arising out of or resulting from this Pledge Agreement (including 
enforcement of this Pledge Agreement), except claims, losses, or liabilities 
resulting from the Lender's gross negligence or wilful misconduct.  Upon 
demand, the Pledgor will pay to the Lender the amount of any and all reasonable
expenses, including the reasonable fees and disbursements of its counsel and of
any experts and agents, which the Lender may incur in connection with:

(a)     the exercise or enforcement of any of the rights of 
the Lender hereunder; or

(b)     the failure by the Pledgor to perform or observe any 
of the provisions hereof.     



                             ARTICLE VII

                       MISCELLANEOUS PROVISIONS

SECTION VII.1     Loan Document.  This Pledge Agreement is a Loan Document 
executed pursuant to the Credit Agreement and shall (unless otherwise expressly 
indicated herein) be construed, administered and applied in accordance with the 
terms and provisions thereof.

SECTION VII.2     Amendments, etc.  No amendment to or waiver of 
any provision of this Pledge Agreement nor consent to any departure by the 
Pledgor herefrom shall in any event be effective unless the same shall be in 
writing and signed by the Lender, and then such waiver or consent shall be 
effective only in the specific instance and for the specific purpose for which 
it is given.

SECTION VII.3     Protection of Collateral.  The Lender may from time 
to time, at its option, perform any act which the Pledgor agrees hereunder to 
perform and which the Pledgor shall fail to perform after being requested in 
writing so to perform (it being understood that no such request need be given 
after the occurrence and during the continuance of an Event of Default) and the 
Lender may from time to time take any other action which the Lender reasonably 
deems necessary for the maintenance, preservation or protection of any of the 
Collateral or of its security interest therein.

SECTION VII.4     Addresses for Notices.  All notices and other 
communications provided to any party hereto under this Pledge Agreement shall
be in writing and shall be hand delivered or sent by a nationally recognized 
overnight courier, certified mail (return receipt requested), or telecopy to 
such party at its address or telecopy number set forth on the signature pages 
hereof or at such other address or telecopy number as may be designated by such
party in a notice to the other party.  Without limiting any other means by 
which a party may be able to provide that a notice has been received by the 
other party, a notice shall be deemed to be duly received (a) if sent by 
hand, on the date when left with a responsible person at the address of the 
recipient; (b) if sent by certified mail, on the fifth business day after 
delivery to the U.S. Post Office; (c) if sent by overnight courier, on the 
first business day after delivery to such courier; or (d) if sent by 
telecopy, on the date of receipt by the sender of an acknowledgment or 
transmission reports generated by the machine from which the telecopy was 
sent indicating that the telecopy was sent in its entirety to the recipient's
telecopy number.

SECTION VII.5     Section Captions.  Section captions used in this Pledge 
Agreement are for convenience of reference only, and shall not affect the 
construction of this Pledge Agreement.

SECTION VII.6     Severability.  Wherever possible each provision of this 
Pledge Agreement shall be interpreted in such manner as to be effective and 
valid under applicable law, but if any provision of this Pledge Agreement shall 
be prohibited by or invalid under such law, such provision shall be ineffective 
to the extent of such prohibition or invalidity, without invalidating the 
remainder of such provision or the remaining provisions of this Pledge 
Agreement.

SECTION VII.7     The Lender as Agent for its Affiliates.  As described 
above, certain Affiliates of the Lender are or may become parties to certain 
Hedging Agreements with the Pledgor and/or Affiliates of the Pledgor.  This 
Pledge Agreement secures the obligations of the Pledgor and such Affiliates, as 
the case may be, under such Hedging Agreements, and the parties hereto 
acknowledge for all purposes that the Lender acts as agent on behalf of such 
Affiliates of the Lender which are so entitled to share in the rights and 
benefits accruing to the Lender under this Pledge Agreement.

SECTION VII.8     Governing Law, Entire Agreement, etc.  THIS 
PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 
INTERNAL LAWS OF THE STATE OF ILLINOIS, EXCEPT TO THE EXTENT THAT THE VALIDITY 
OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN 
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION 
OTHER THAN THE STATE OF ILLINOIS.  THIS PLEDGE AGREEMENT AND THE OTHER LOAN 
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH 
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, 
WRITTEN OR ORAL, WITH RESPECT THERETO.

SECTION 7.9     Non-Recourse Nature of Liability.

     (a)     Notwithstanding anything to the contrary contained or 
implied in this Pledge Agreement, the Pledgor shall not be personally liable 
under any theory for any amount due under the Credit Agreement, the Notes or 
such other Loan Documents, and the Lender shall not seek a deficiency or 
personal judgment against the Pledgor for payment of the Obligations evidenced 
by the Credit Agreement, the Notes or such other Loan Documents.  No property
or assets of the Pledgor, other than the Collateral pledged pursuant to this 
Pledge Agreement, shall be sold, levied upon or otherwise used to satisfy any
judgment rendered in connection with any action brought against the Borrower 
or its Subsidiaries with respect to this Pledge Agreement, the Credit 
Agreement, the Notes or such other Loan Documents.

     (b)     Notwithstanding the provisions of Section 7.9(a) to the 
contrary, nothing contained in this Pledge Agreement, the Credit Agreement or 
any other Loan Document shall be construed to (i) impair or limit the rights of 
the Lender arising under this Pledge Agreement, or any other Security Document 
or other documents to which the Pledgor is a party thereto in its individual 
capacity; (ii) impair or limit any of the Obligations of the Borrower or its 
Subsidiaries under any Loan Document to which it is a party; (iii) impair or 
limit the validity of the indebtedness evidenced by this Pledge Agreement, the 
Credit Agreement, the Notes or the other Loan Documents or prevent the taking
of any action permitted by law against the Borrower or its Subsidiaries or the 
assets of the Borrower or its Subsidiaries or the proceeds of such assets; or 
(iv) prevent the commencement of any action, suit or proceeding against any 
Person (or prevent the service of papers under any Person) for the purpose of 
obtaining jurisdiction over the Borrower or its Subsidiaries.

IN WITNESS WHEREOF, the parties hereto have caused this Pledge 
Agreement to be duly executed and delivered by their respective officers 
thereunto duly authorized as of the day and year first above written.


ENCAP EQUITY 1994 LIMITED PARTNERSHIP,
a Texas limited partnership

By: EnCap Investments L.C., General Partner 


By: /s/ Gary R. Petersen    
Name: Gary R. Petersen
Title: Managing Director  

Address:     1100 Louisiana Street
             Suite 3150
             Houston, Texas 77002
Facsimile No.: (713) 659-6130
Attention: Gary R. Petersen                     
         



     
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION


By: /s/ Richard A. Bernardy    
Name: Richard A. Bernardy   
Title: Vice President

Address:     333 Clay Street
             Suite 4550
             Houston, TX 77002
Facsimile No.:     (713) 651-4888
Attention:      Richard A. Bernardy          

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<CAPTION>
                              ATTACHMENT 1
                                  to 
                            Pledge Agreement



Pledged Shares
Pledged Share Issuer                                              Common Stock
                          
                    Authorized    Outstanding    Number of Shares   % of Shares
                     Shares          Shares           Pledged        Pledged 
                     -----------------------------------------------------------
<S>                  <C>           <C>            <C>                <C> 
Future Petroleum 
Corporation,         30,000,000    12,757,015      2,424,973          19.01%
a Utah corporation

</TABLE>