EXHIBIT 10.5

                      SHAREHOLDERS' AGREEMENT

THIS SHAREHOLDERS' AGREEMENT (this "Agreement") is made and 
entered into this 14th day of August, 1998, by and among Future 
Petroleum Corporation, a Utah corporation ("Future"), B. Carl Price, a 
Texas resident ("Price"), Don Wm. Reynolds, a Texas resident 
("Reynolds"), Energy Capital Investment Company PLC, an English 
investment company ("Energy PLC"), EnCap Equity 1994 Limited 
Partnership, a Texas limited partnership ("EnCap LP"), and Bargo Energy 
Resources, Ltd., a Texas limited partnership ("Bargo").

RECITALS:

A.     Price, Reynolds, Energy PLC and EnCap LP are currently 
shareholders in Future.

B.     As of even date herewith, Bargo is being issued shares of 
common stock of Future, $0.01 par value per share ("Common Stock"), in 
connection with the consummation of a merger of a wholly-owned 
subsidiary of Bargo into and with a wholly-owned subsidiary of Future 
pursuant to that certain Agreement and Plan of Merger dated as of August 
14, 1998, by and among Bargo, SCL-Cal Company, a Texas corporation, 
Future and Future CAL-TEX Corporation, a Texas corporation.

C.     As of even date herewith, Energy PLC and EnCap LP are being 
issued additional shares of Common Stock in consideration of their 
agreement to subordinate certain indebtedness owed to them by Future to 
a new senior credit facility.

D.      The parties hereto deem it in their mutual best interests 
to make the agreements contained herein.

AGREEMENT:

NOW, THEREFORE, for and in consideration of the foregoing Recitals 
and the mutual agreements contained herein, the sufficiency of which is 
hereby acknowledged and confirmed, the parties hereto, intending to be 
legally bound hereby, agree as follows:

Section 1.     Definitions.

     (a)     The following defined terms shall have the respective 
meanings assigned to them below:

(i)     "Affiliate" shall mean, with respect to any person, 
any person directly or indirectly controlling, controlled by or 
under common control with, such other person.  For purposes of 
this definition, the term "control," when used with respect to any 
person, shall mean the possession, directly or indirectly, of the 
power to direct or cause the direction of the management and 
policies of such person, whether through the ownership of voting 
securities, by contract or otherwise; and the terms "controlling" 
and "controlled" shall meanings correlative to the foregoing.

(ii)     "Bargo Group" shall mean Bargo and any transferee of 
a member of the Bargo Group that executes or is required to 
execute an Addendum Agreement.

(iii)     "Designated Nominee" shall mean a person designated 
by a Subject Shareholder as a nominee for election to Future's 
Board of Directors.

(iv)     "EnCap Group" shall mean Energy PLC, EnCap LP and 
any transferee of a member of the EnCap Group that executes or is 
required to execute an Addendum Agreement.

(v)     "Market Price" of the Common Stock means the average 
closing prices of the Common Stock for the ten trading days 
preceding an Offering Notice under Section 4(b) over the principal 
securities exchange in which the Common Stock is traded or, if not 
traded on an exchange, the average closing price for ten trading 
days preceding such Offering Notice as reported on the NASDAQ NMS, 
or if not traded on an exchange or the NASDAQ NMS, the average of 
the closing bid and asked prices of the Common Stock for such ten 
day period.

(vi)     "Other Shareholder" shall mean, when used with 
respect to a Subject Shareholder, the other Subject Shareholders.

(vii)     "Price Group" shall mean Price, Reynolds and any 
transferee of a member of the Price Group that executes or is 
required to execute an Addendum Agreement.

(viii)     "Purchase Price" means, for purposes of Section 4, 
an amount stated in dollars equal to the total value of a bona 
fide written offer from a person to purchase shares of Common 
Stock from a Shareholder determined as follows:  (i) cash payable 
at closing shall be valued at the amount thereof, (ii) a security 
trading on a public market and for which published trading prices 
are readily available shall be valued at its closing sales price 
(or if a sales price is not available, at the average of its 
closing bid and asked prices) on the last business day preceding 
the date of the first Offering Notice with respect to such offer, 
and (iii) a security not described in clause (ii) or other prop-
erty, including cash payable in one or more installments after 
closing, shall be valued at its fair market value on the last 
business day preceding the date of the first Offering Notice with 
respect to such offer as determined at the option of the Selling 
Shareholder (as defined in Section 4) either (a) by a qualified 
independent third party appraiser (the expense of which shall be 
paid by the Company) or (b) in good faith by the Board of 
Directors of the Company (excluding any member of the Board who is 
a director, officer or shareholder of the Selling Shareholder or 
who has the right to purchase Common Stock under this Agreement) 
but only if all of such Board members agree to accept the 
assignment to make such determination.

(ix)     "Shareholders" shall mean Bargo, Energy PLC, EnCap 
LP, Price, Reynolds and any person who executes or is required to 
execute an Addendum Agreement (attached hereto as Exhibit "A") 
with respect to the Common Stock.

(x)     "Subject Shareholder" shall mean either the (i) Price 
Group, (ii) EnCap Group or (iii) Bargo Group.

(xi)     "Total Voting Power" shall mean the aggregate number 
of votes which may be cast by holders of outstanding Voting 
Securities.

(xii)     "Voting Securities" shall mean Common Stock and any 
other securities of Future entitled to vote generally for the 
election of directors of Future.

Section 2.     Agreement Regarding Board Representation. 

(a)     The Price Group shall have three Designated Nominees, the 
EnCap Group shall have two Designated Nominees and the Bargo Group shall 
have two Designated Nominees.

(b)     Each Shareholder agrees (i) to use its reasonable best 
efforts to cause Future's Board of Directors to be composed of seven 
members, (ii) to use its reasonable best efforts to cause Future to 
nominate or cause to be nominated to the Future Board of Directors the 
Designated Nominees of the Other Shareholders and (iii) to vote or cause 
to be voted all Voting Securities beneficially owned by such Shareholder 
in favor of the election of the Designated Nominees of the Other 
Shareholders to Future's Board of Directors.  For purposes of this 
Agreement, "beneficial ownership" or "beneficially own" shall be 
determined in accordance with Rule 13d-3 under the Securities Exchange 
Act of 1934, as amended.

(c)     In the event of the death, incapacity, resignation or 
removal of a Subject Shareholder's Designated Nominee preventing his or 
her serving on Future's Board of Directors, each Shareholder will 
promptly cause the election or appointment of another Designated Nominee 
of such Subject Shareholder to fill the vacancy created thereby.

(d)     Each Shareholder agrees to cause a designee of the Bargo 
Group to be elected Chairman of the Board of Directors of Future.  Tim 
J. Goff shall serve as the Bargo Group's initial designee.  In the event 
Mr. Goff no longer serves as the Bargo Group's designee, the Bargo Group 
agrees that all of its subsequent replacement designees as Chairman of 
the Board of Directors shall be subject to the prior approval of a 
majority of the Board of Directors of Future, which approval shall not 
be unreasonably withheld, and if a replacement designee is not so 
approved, the Bargo Group shall designate another designee acceptable to 
Future's Board of Directors.

Section 3.     Tag Along Rights.

(a)     If any Shareholder (for purposes of this Section 3, a 
"Selling Shareholder") proposes to sell, dispose of or otherwise 
transfer any shares (whether currently owned or hereafter acquired) of 
Common Stock (the shares of Common Stock proposed to be transferred 
being called the "Subject Shares") other than pursuant to an Exempt 
Transfer (as defined below), the Selling Shareholder shall refrain from 
effecting such transaction unless, prior to the consummation thereof, 
the Shareholders other than the Selling Shareholder (the "Tag Along 
Shareholders"), shall have been afforded the opportunity to join in such 
sale on the basis hereinafter described.  Each of the Shareholders 
agrees not to transfer any shares of Common Stock indirectly in a manner 
that would be inconsistent with the essential intent of this Section 3.  

(b)     Not less than 30 nor more than 120 days prior to the 
consummation of any proposed sale, disposition or transfer of the 
Subject Shares, the Selling Shareholder shall notify, or cause to be 
notified, each Tag Along Shareholder in writing of each such proposed 
transfer.  Such notice ("Sale Notice") shall set forth:  (i) the name of 
the transferor (the "Proposed Purchaser") and the number of Subject 
Shares proposed to be transferred, (ii) the name and address of the 
Proposed Purchaser, (iii) the proposed amount and form of consideration 
and terms and conditions of payment offered by such Proposed Purchaser 
and (iv) that the Proposed Purchaser has been informed of the tag along 
right provided for in this Section 3 and has agreed to purchase shares 
of Common Stock owned by such Tag Along Shareholder in accordance with 
the terms hereof.  The tag along right may be exercised by any Tag Along 
Shareholder by delivery of a written notice to the Selling Shareholder 
proposing to sell the Subject Shares (the "Tag-Along Notice") within 30 
days following its receipt of the notice specified above.  The Tag-Along 
Notice shall state the amount of shares of Common Stock (the "Tag-Along 
Shares") that such Tag-Along Shareholder proposes to include in such 
transfer to the Proposed Purchaser.  If no Tag-Along Notice is received 
during the 30-day period referred to above (or if such Notices do not 
cover all the Subject Shares proposed to be transferred), the Selling 
Shareholder shall have the right, for a 90-day period after the 
expiration of the 30-day period referred to above, to transfer the 
Subject Shares specified in the Tag-Along Notice (or the remaining 
Subject Shares) on terms and conditions no more favorable than those 
stated in the Tag-Along Notice and in accordance with the provisions of 
this Section 3.  

(c)     In the event that the number of shares of Common Stock that 
the Selling and Tag Along Shareholders propose to sell is greater than 
the number of shares of Common Stock that the Proposed Purchaser 
proposes to buy, each such Shareholder (a "Participating Shareholder") 
shall be permitted to sell the total number of shares of Common Stock 
that the Proposed Purchaser agrees to purchase multiplied by the Pro 
Rata Percentage (as defined) attributable to such Participating 
Shareholder, unless otherwise agreed by all of the Participating 
Shareholders.  The Pro Rata Percentage shall mean a percentage equal to 
X divided by Y, where "X" is equal to the number of issued and 
outstanding shares of Common Stock currently held by such Participating 
Shareholder, and where "Y" is equal to the aggregate number of shares of 
Common Stock then owned by all of the Participating Shareholders.  

(d)     Any such purchase shall be made on the same price and other 
terms and conditions as the Proposed Purchaser has offered with respect 
to the Subject Shares.  In the event that the Proposed Purchaser does 
not purchase the Tag-Along Shares from the Tag Along Shareholders on the 
same terms and conditions as specified in the Sale Notice, then the 
Selling Shareholder shall not be permitted to sell any Subject Shares to 
the Proposed Purchaser in the proposed transfer.  The closing of any 
purchase from the Tag Along Shareholders shall occur contemporaneously 
with the purchase and sale of the Subject Shares or at such other time 
as such Tag-Along Shareholder and the Proposed Purchaser shall agree. 

(e)     As used herein, the term "Exempt Transfer" shall mean any 
sale, disposition or transfer of the Subject Shares to be effected (i) 
through a registration of such shares under the Securities Act of 1933, 
as amended (the "Securities Act"), (ii) pursuant to and in compliance 
with Rule 144 promulgated by the Securities and Exchange Commission 
pursuant to the Securities Act, or (iii) transfers by a Selling 
Shareholder to any person who is a partner or equity holder of such 
Selling Shareholder, a successor of, or an entity all of the equity 
interests of which are directly or indirectly owned by, the Selling 
Shareholder or an Affiliate of the Selling Shareholder; provided that no 
transfer pursuant to (iii) above shall be an Exempt Transfer unless the 
transferee agrees in writing to be bound by this Agreement and executes 
an Addendum Agreement hereto.

(f)     The provisions of this Section 3 shall not apply to any 
bona fide charge, pledge or mortgage by any Shareholder of any shares of 
Common Stock owned or held by it or its rights under this Agreement; 
provided that any disposition of any such shares of Common Stock after 
foreclosure of such charge, pledge or mortgage shall be governed by the 
provisions of this Agreement, and the purchaser or purchasers of the 
shares shall have entered into an Addendum Agreement with Future and the 
other Shareholders.

Section 4.     Right of First Refusal.

(a)     No Shareholder may sell, transfer or dispose of any shares 
(whether currently owned or hereafter acquired) of Common Stock except 
in compliance with this Section 4.  If any Shareholder desires to 
dispose of any shares of Common Stock owned or held by it pursuant to a 
bona fide offer (other than in an Exempt Transfer), such Shareholder 
(for purposes of this Section 4, a "Selling Shareholder") shall offer 
such shares for sale at the Purchase Price to the other Shareholders, 
all in accordance with the following provisions of this Section 4.

          (i)     The Selling Shareholder shall deliver a written notice 
("Offering Notice") to the other Shareholders, and within 30 days 
from the receipt of such Offering Notice, the other Shareholders 
shall deliver written notice ("Reply Notice") to the Selling 
Shareholder.  If by their Reply Notice the other Shareholders 
accept the offer of the Selling Shareholder, such Reply Notice 
shall constitute an agreement binding upon the Selling Shareholder 
and the other Shareholders to sell and purchase the offered shares 
at the Purchase Price.  Once the Offering Notice is delivered, the 
offer by the Selling Shareholder may not be withdrawn prior to the 
expiration of the option of the other Shareholders, as provided in 
this Section 4.

          (ii)     Any dispute concerning the calculation of the 
Purchase Price shall be resolved by the Board of Directors of the 
Company, excluding any member of the Board who is, or is a 
director, officer, partner or stockholder of, the Selling 
Shareholder or who has a right to purchase stock from the Selling 
Shareholder in the transaction for which the Purchase Price is 
being determined; provided that if all directors are excluded 
pursuant to the foregoing, such disputes shall be submitted to 
binding arbitration as provided in Exhibit B.  The Purchase Price 
shall be paid in cash at the closing.

          (iii)     If the other Shareholders do not accept an offer of 
the Selling Shareholder pursuant to the foregoing provisions of 
this Section 4 the Selling Shareholder shall be freed and 
discharged, except as herein stated, from all obligations under 
the terms of this Agreement other than to sell the offered shares 
to the purchaser and at the price and upon the terms stated in the 
Offering Notice given by the Selling Shareholder pursuant to this 
Section 4, but only if such sale shall be completed within a 
period of ninety days from the date of delivery of the Offering 
Notice to the other Shareholders.  If the Selling Shareholder does 
not complete such sale within such ninety-day period, all the 
provisions of this Agreement, including the provisions of this 
Section 4, shall apply to any future sale or offer for sale of 
such shares of Common Stock owned by the Selling Shareholder.

(b)     Upon any involuntary disposition of a Shareholder's shares 
of Common Stock, such Shareholder or its representative shall send 
notice thereof, disclosing in full to the Company and the other 
Shareholders the nature and details of such involuntary disposition and 
offer such shares for sale at the Market Price of Common Stock to the 
other Shareholders, all in accordance with the following provisions of 
this Section 4.  As used in this Section 4(b), the term "Selling 
Shareholder" shall mean such Shareholder or its representative, as the 
case may be.

          (i)     The Selling Shareholder shall deliver an Offering 
Notice to the other Shareholders.  Each of the other Shareholders 
shall have 30 days from the receipt of their respective Offering 
Notice to deliver a Reply Notice to the Selling Shareholder.  If 
by their Reply Notice the other Shareholders accept the offer of 
the Selling Shareholder, such Reply Notice shall constitute an 
agreement binding upon the Selling Shareholder and the other 
Shareholders to sell and purchase the offered shares at the price 
and upon the terms stated in the Offering Notice of the Selling 
Shareholder.

          (ii)     In connection with any purchase and sale of shares of 
Common Stock pursuant to paragraph (i) of this Section 4(b), the 
purchaser or purchasers shall pay the purchase price for the 
shares in cash at the closing.

          (iii)     If the Shareholders do not accept the offer of the 
Selling Shareholder pursuant to the foregoing provisions of this 
Section 4(b), the Selling Shareholder shall be freed and 
discharged from all obligations under the terms of this Agreement 
except to dispose of the offered shares by involuntary disposition 
but only if the transferee under any such disposition shall have 
entered into and Addendum Agreement with the Company and the other 
Shareholders.  If such involuntary disposition is not effected, 
all the provisions of this Agreement, including the provisions of 
this Section 4, shall apply to any future involuntary disposition 
of such shares of Common Stock owned by the Selling Shareholder.

(c)     The provisions of this Section 4 shall not apply to any 
bona fide charge, pledge or mortgage by any Shareholder of any shares of 
Common Stock owned or held by it or its rights under this Agreement; 
provided that any disposition of any such shares of Common Stock after 
foreclosure of such charge, pledge or mortgage shall be governed by the 
provisions of this Agreement, and the purchaser or purchasers of the 
shares shall have entered into an Addendum Agreement with Future and the 
other Shareholders.


Section 5.     Representations and Warranties of Shareholders.  

     Each Shareholder hereby represents and warrants to the other 
Shareholders as follows:

(a)     As of the date hereof, such Shareholder is the record and 
beneficial owner of  the number of shares of Common Stock set forth 
opposite its name in the attached Exhibit 4(a).

(b)     Such Shareholder, if not a natural person, is duly formed, 
validly existing and in good standing under the laws of the jurisdiction 
of its formation.

(c)     Such Shareholder has full power and authority to execute, 
deliver, and perform this Agreement and to consummate the transactions 
contemplated hereby. This Agreement has been duly executed and delivered 
by such Shareholder and constitutes a valid and legally binding 
obligation of such Shareholder, enforceable against such Shareholder in 
accordance with its terms.

(d)     The execution, delivery, and performance by such 
Shareholder of this Agreement do not and will not (i) if not a natural 
person, be in contravention of or violate any provision of its charter 
or other governing documents, as amended to the date hereof, (ii) 
conflict with or result in a violation of any provision of, or 
constitute (with or without the giving of notice or the passage of time 
or both) a default under, or give rise (with or without the giving of 
notice or the passage of time or both) to any right of termination, 
cancellation, or acceleration under, any bond, debenture, note, 
mortgage, indenture, lease, contract, agreement, or other instrument or 
obligation to which such Shareholder is a party or by which such 
Shareholder or any of its properties may be bound or (iii) violate any 
applicable law, rule or regulation binding upon such Shareholder.

(e)     No consent, approval, order, or authorization of, or 
declaration, filing, or registration with, any court or governmental 
agency or of any third party is required to be obtained or made by such 
Shareholder in connection with the execution, delivery, or performance 
by such Shareholder of this Agreement.

Section 6.     Survival of Provisions.

     All representations, warranties and covenants made by each party 
hereto in this Agreement or any other document contemplated hereby shall 
be considered to have been relied upon by the other parties hereto and 
shall survive the execution and delivery of this Agreement or such other 
document, regardless of any investigation made by or on behalf of any 
such party.

Section 7.     Entire Agreement.  

This Agreement and the other documents contemplated hereunder 
contain the entire understanding of the parties hereto with respect to 
the subject matter hereof and supersedes all prior agreements, 
understandings, negotiations, and discussions among the parties with 
respect to such subject matter, including, without limitation that 
certain Voting Agreement dated November 25, 1997, by and between Future, 
Energy PLC, EnCap LP, Carl Price and Don Wm. Reynolds and that certain 
Purchase and Sale Agreement dated November 25, 1997, by and among 
Future, Energy PLC, EnCap LP and Gecko Booty 1994 I Limited Partnership.  
Neither Future nor any Shareholder shall be a party to any agreement 
involving any holder of capital stock of Future, as such, unless Future 
and all such Shareholders are also parties to that agreement, except 
with the written consent of Future and all such Shareholders who are not 
parties to such an agreement.  

Section 8.     Amendments. 

This Agreement may be amended, modified, supplemented, restated or 
discharged only by an instrument in writing signed by each of the 
Subject Shareholders hereto.  For purposes of this section, a Subject 
Shareholder shall be deemed to have properly executed an amendment 
hereto upon the consent of the holders of a majority of the then 
outstanding Voting Securities held by the members of such Subject 
Shareholder.


Section 9.     Notices.

     All notices and other communications required under this Agreement 
shall (unless otherwise specifically provided herein) be in writing and 
be delivered personally, by recognized commercial courier or delivery 
service (which provides a receipt), by telecopier (with receipt 
acknowledged), or by registered or certified mail (postage prepaid), at 
the following addresses:

If to Bargo:               c/o Bargo Energy Company
                           700 Louisiana, Suite 3700
                           Houston, Texas 77002
                           Attention:  Tim J. Goff
                           Fax No.:  713-236-9799

If to B. Carl Price or Don Wm. Reynolds:
                           c/o Future Petroleum Corporation
                           2351 West Northwest Highway
                           Suite 2130
                           Dallas, Texas 75220
                           Attention:  Carl Price
                           Fax No.:  214-350-8382

If to Energy PLC or EnCap LP: 
                          c/o EnCap Investments, L.C.
                          1100 Louisiana, Suite 3150      
                          Houston, Texas  77002
                          Attention: Gary R. Petersen or Colin Nisbeth
                          Fax No.:  713-659-6130

and shall be considered delivered on the date of receipt.  A Shareholder 
may specify as its proper address any other post office address within 
the continental limits of the United States by giving notice to the 
other Shareholders, in the manner provided in this Section, at least ten 
(10) days prior to the effective date of such change of address.

     Any party hereto may designate a different address by notice to the 
other parties.

Section 10.     Termination.

     This Agreement shall terminate upon the earlier of (i) the written 
consent of each of the Shareholders, (ii) when the Shareholders 
collectively hold an aggregate of less than 30%, or when, with respect 
to a Subject Shareholder, such Subject Shareholder owns less than 5% of 
the issued and outstanding shares of Common Stock (and this Agreement 
shall be terminated solely with respect to such Subject Shareholder but 
shall remain in effect as to those Subject Shareholders owning 5% or 
more of the issued and outstanding shares of Common Stock).

Section 11.     Power of Attorney.

     For the purpose of executing an Addendum Agreement, all the 
Shareholders hereby appoint Future as their agent and attorney to 
execute such Addendum Agreement on their behalf and expressly bind 
themselves to the Addendum Agreement by Future's execution of that 
Agreement without further action on their part.

Section 12.     No Waiver.  

The failure of any party hereto to insist upon strict performance 
of a covenant hereunder or of any obligation hereunder, irrespective of 
the length of time for which such failure continues, shall not be a 
waiver of such party's right to demand strict compliance in the future.  
No consent or waiver, express or implied, to or of any breach or default 
in the performance of any obligation hereunder shall constitute a 
consent or waiver to or of any other breach or default in the 
performance of the same or any other obligation hereunder.

Section 13.     Choice of Law.  

This Agreement shall be governed by the laws of the State of Utah.

Section 14.     Successors and Assigns.  

This Agreement shall be binding on and inure to the benefit of the 
parties hereto and their respective successors and assigns.

Section 15.     References and Construction.

(a)     For purposes of this Agreement, whenever any Shareholder is 
required to offer shares of Common Stock to the other Shareholders 
pursuant to this Agreement, such offer shall be deemed to be made to the 
other Shareholders pro rata in accordance with their respective holdings 
of shares of Common Stock at the time of the offer, or in such other 
proportions as may be agreed upon by all Shareholders electing to accept 
the offer who, pursuant to this agreement, would purchase more or less 
than their pro rata share.  Except as may otherwise be agreed, each 
member of the group to whom such shares are so offered shall have the 
right to purchase that proportion of the number of such offered shares 
that the number of shares of Common Stock owned by such member bears to 
the total number of shares of Common Stock owned by the members of the 
group electing to accept the offer.

(b)     The provisions of Sections 3 and 4 shall not apply to 
transactions between members of a group, so that transactions between 
members of the Price Group shall not be subject to Sections 3 and 4, 
transactions between members of the EnCap Group shall not be subject to 
Sections 3 and 4 and transactions between members of the Bargo Group 
shall not be subject to Sections 3 and 4 and any shares transferred 
pursuant to such transactions shall remain subject to this Agreement.  
The parties hereto consent to the pledge of shares of Common Stock 
pursuant to those certain Pledge Agreements (stock) by Bargo, Energy PLC 
and EnCap LP, B. Carl Price and Don Wm. Reynolds, respectively, in favor 
of Bank of America National Trust and Savings Association and agree that 
Sections 3 and 4 hereof shall not be applicable to such pledges or any 
foreclosures or resales thereunder.

(c)     All references in this Agreement to articles, sections, 
subsections and other subdivisions refer to corresponding articles, 
sections, subsections and other subdivisions of this Agreement unless 
expressly provided otherwise. 

(d)     Titles appearing at the beginning of any of such 
subdivisions are for convenience only and shall not constitute part of 
such subdivisions and shall be disregarded in construing the language 
contained in such subdivisions. 

(e)     The words "this Agreement", "this instrument", "herein", 
"hereof", "hereby", "hereunder" and words of similar import refer to 
this Agreement as a whole and not to any particular subdivision unless 
expressly so limited. 
 
(f)     Words in the singular form shall be construed to include 
the plural and vice versa, unless the context otherwise requires. 

(g)     Unless the context otherwise requires or unless otherwise 
provided herein, the terms defined in this Agreement which refer to a 
particular agreement, instrument or document also refer to and include 
all renewals, extensions, modifications, amendments or restatements of 
such agreement, instrument or document, provided that nothing contained 
in this subsection shall be construed to authorize such renewal, 
extension, modification, amendment or restatement.

(h)     Examples shall not be construed to limit, expressly or by 
implication, the matter they illustrate.

(i)     The word "or" is not exclusive and the word "includes" and 
its derivatives means "includes, but is not limited to" and 
corresponding derivative expressions. 

(j)     No consideration shall be given to the fact or presumption 
that one party had a greater or lesser hand in drafting this Agreement. 

(k)     All references herein to "$" or "dollars" shall refer to 
U.S. Dollars.

Section 16.     Endorsements.  

The certificate or certificates representing the Voting Securities 
now owned or hereafter acquired by the Shareholders shall have 
conspicuously stamped, printed, or typed on the face or back thereof a 
legend substantially in the following form:

"The shares represented hereby are subject to that certain 
Shareholders' Agreement dated as of August 14, 1998, by and among 
the Company, B. Carl Price, Don Wm. Reynolds, Energy Capital 
Investment Company PLC, and EnCap Equity 1994 Limited Partnership 
and Bargo Energy Resources, Ltd.  A copy of the Shareholders'  
Agreement and all applicable amendments thereto will be furnished 
by the Company to the holder hereof without charge upon written 
request to the Company at its principal place of business or 
registered office."

Section 17.     Specific Performance.  

Each of the parties hereto recognizes that any breach of the terms 
of this Agreement may give rise to irreparable harm for which money 
damages would not be an adequate remedy, and accordingly agree that, in 
addition to other remedies, any nonbreaching party shall be entitled to 
enforce the terms of this Agreement by a decree of specific performance 
without the necessity of proving the inadequacy as a remedy of money 
damages.

Section 18.     Counterparts.  

This Agreement may be executed in multiple counterparts, with each 
such counterpart constituting an original and all of such counterparts 
constituting but one and the same agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement 
as of the date and year first above written.

FUTURE PETROLEUM CORPORATION


By: /s/ B. Carl Price                                   
     Name:     B. Carl Price
     Title:     President


                                   
Name: B. Carl Price


                                   
Don Wm. Reynolds


ENCAP EQUITY 1994 LIMITED PARTNERSHIP

By: EnCap Investments L.C., General 
Partner


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


ENERGY CAPITAL INVESTMENT 
COMPANY PLC


By: Gary R. Petersen                                  
Name: Gary R. Petersen
Title: Director


BARGO ENERGY RESOURCES, LTD.

By:     Bargo Operating Company, Inc., 
General Partner


By:                                   
Name:     Tim J. Goff
Title:     President


                      EXHIBIT 4(a)

Shareholder                               Number of Shares of Common Stock

B. Carl Price                             1,089,149           
Don Wm. Reynolds                          753,362
Energy Capital Investment Company PLC     2,269,886
EnCap Equity 1994 Limited Partnership     2,424,973
Bargo Energy Resources, Ltd.              4,694,859



                      EXHIBIT A
 
                  ADDENDUM AGREEMENT


     Addendum Agreement made this _____ day of _____________, ____, by 
and between ____________________________________________ (the "New 
Shareholder") and Future Petroleum Corporation, a Utah corporation (the 
"Company"), and the other shareholders (the "Shareholders") of the 
Company, who are parties to that certain Shareholders' Agreement dated 
August 14, 1998 (the "Agreement"), between the Company and the 
Shareholders.
     W I T N E S E T H:
          WHEREAS, the Company and the Shareholders entered into the 
Agreement to impose certain restrictions and obligations upon themselves 
and the shares of Common Stock, $0.01 par value, of the Company held by 
them (the "Shares"); 
          WHEREAS, the New Shareholder is desirous of becoming a 
shareholder of the Company; and
          WHEREAS, the Company and the Shareholders have required in the 
Agreement that in certain circumstances certain persons being offered 
Shares must enter into an Addendum Agreement binding the New Shareholder 
to the Agreement to the same extent as if it was an original party 
thereto, so as to promote the mutual interests of the Company, the 
Shareholders and the New Shareholders by imposing the same restrictions 
and obligations on the New Shareholder and the shares of Common Stock to 
be acquired by it as were imposed upon the Shareholders under the 
Agreement,
          NOW, THEREFORE, in consideration of the mutual promises of the 
parties, and as a condition of the purchase of the shares of Common 
Stock in the Company, the New Shareholder acknowledges that it has read 
the Agreement.  The New Shareholder shall be bound by, and shall have 
the benefit of, all the terms and conditions set out in the Agreement to 
the same extent as if it was a "Shareholder" as defined in the 
Agreement.  This Addendum Agreement shall be attached to and become a 
part of the Agreement.
                                   ______________________________
                                          New Shareholder


                                   By____________________________

                                   Address for notices under
                                   Section 9 of Agreement:

                                   ______________________________
                                   ______________________________
                                   ______________________________


                          EXHIBIT B


                          ARBITRATION


     In the event that a dispute or controversy as described in Section 
3 should arise, such dispute or controversy shall be settled in 
arbitration in Houston, Texas and for this purpose each of the parties 
hereby expressly consents to such arbitration in such place.  In the 
event the parties cannot mutually agree upon an arbitrator to settle 
their dispute or controversy, each party to the dispute shall select one 
arbitrator.  In the event that there are only two parties to the 
dispute, the arbitrators selected by each party shall select a third 
arbitrator.  The decision of said arbitrators shall be binding upon the 
parties for all purposes.  If any party fails to select an arbitrator 
within 15 days after written demand from the other party or parties to 
do so, or if, in the event that there are only two parties to the 
dispute, the two arbitrators selected fail to select a third arbitrator 
within 15 days after the last of such selected arbitrators is appointed, 
such other arbitrator or arbitrators shall be selected pursuant to the 
then existing rules and regulations of the American Arbitration 
Association.  Such arbitration shall be conducted in accordance with the 
then existing rules and regulations of the American Arbitration 
Association to the extent such rules and regulations are not 
inconsistent with this Agreement.  The expense of each arbitrator shall 
be borne by the party selecting the arbitrator.  The expense of any 
third arbitrator shall be borne equally by the two parties to the 
dispute or controversy. For purposes hereof, in the case of a dispute or 
controversy where the Offering Notice was submitted by, or the 
transaction otherwise involves, more than one Selling Shareholder, all 
such Selling Shareholders shall collectively constitute a single party. 
Likewise, where the transaction involves more than one purchasing 
Shareholder, all such purchasing Shareholders shall constitute a single 
party.