UNITED STATES 
	                SECURITIES AND EXCHANGE COMMISSION
	                    Washington, D.C. 20549

	                           FORM 10-QSB

(Mark One)
[x]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 1999   

	OR
 
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
		SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______________ to ________________

		Commission file number     0-8609     

          	          Bargo Energy Company     
	(Exact name of small business issuer as specified in charter)

         Texas               	          87-0239185      
(State or other jurisdiction of 	(I.R.S. Employer         
incorporation or organization)	Identification No.)       

      700 Louisiana, Suite 3700 
            Houston, Texas                     	        77002  
(Address of principal executive offices)	    	    	(Zip Code)           

	                 (713)236-9792              
(Issuer's telephone number, including area code)

	           Future Petroleum Corporation
2351 West Northwest Highway, Suite 2351, Dallas, Texas 75220             
(Former name, former address, and former fiscal year, if changed since
last report)

Check whether the issuer (1) filed all reports required to be filed by 
section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 
12 months (or for such shorter period that the registrant was required to 
file such reports), and (2) has been subject to such filing requirements 
for the past 90 days.      Yes  [x ]        No [  ]

             	APPLICABLE ONLY TO CORPORATE ISSUERS:

The Company had approximately 92,173,596 shares of common stock, par value
$0.01 per share, issued and outstanding as of May 20, 1998.

Transitional Small Business Disclosure Format (Check One): Yes  No X 

                    Page 1 of 13 Consecutively Numbered Pages
<PAGE>


                               PART I
                        FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


The condensed consolidated financial statements included herein have 
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain 
information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted.  However, in the opinion of
management, all adjustments (which consist only of normal recurring 
adjustments) necessary to present fairly the financial position and results
of operations for the periods presented have been made.  These condensed
consolidated financial statements should be read in conjunction with 
financial statements and the notes thereto included in the Company's 
Form 10-KSB filing for the year ended December 31, 1998.


<PAGE>


                      BARGO ENERGY COMPANY AND SUBSIDIARIES

                      (FORMERLY FUTURE PETROLEUM CORPORATION 
                               AND SUBSIDIARIES)

                          CONSOLIDATED BALANCE SHEET

                                MARCH 31, 1999
 
                                  (UNAUDITED)

                                    ASSETS
<TABLE>
CURRENT ASSETS
     <S>                                                 <C> 
     Cash and cash equivalents                           $     1,263,440
     Trade accounts receivable, no allowance for 
          doubtful accounts considered necessary:
          Joint interest billings                                 37,763
          Accrued oil and gas sales                            2,198,765
          Advance to related party                                36,793
                                                               ---------
               TOTAL CURRENT ASSETS                            3,536,761
                                                               ---------

PROPERTY AND EQUIPMENT

     Oil and gas properties, full cost method                 46,541,511
     Other                                                       662,908
                                                              ----------
               TOTAL PROPERTY AND EQUIPMENT                   47,204,419
                                                              ----------
     Less accumulated depletion, depreciation 
          and amortization                                    (2,507,671)
                                                              ----------
               NET PROPERTY AND EQUIPMENT                     44,696,748

OTHER ASSETS

     Goodwill, net of accumulated amortization of $58,333      1,941,667
     Loan costs, net of accumulated amortization of $74,944      914,956
     Mining properties held for sale                              39,977
     Other                                                         1,306
                                                               ---------
               TOTAL OTHER ASSETS                              2,897,906
                                                               ---------
     TOTAL ASSETS                                       $     51,131,415
                                                              ==========
</TABLE>
<PAGE>

                 LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S>                                                     <C>
CURRENT LIABILITIES
     Current portion of long-term debt                  $      8,957,167
     Trade accounts payable                                    1,820,208
     Accrued oil and gas proceeds payable                        265,980
     Accrued interest payable                                    791,247
     Advance from related party                                  356,073
                                                              ----------
               TOTAL CURRENT LIABILITIES                      12,190,675
                                                              ----------

LONG TERM DEBT, less current portion                          31,555,262
                                                              ----------

DEFERRED TAX LIABILITY                                           516,000
                                                              ----------

STOCKHOLDERS' EQUITY

     Preferred stock, $.01 par value, 200,000 shares authorized, 
          100,000 shares issued and outstanding                    1,000
     Common stock, $.01 par value; 30,000,000 shares authorized,
          22,357,786 shares issued and outstanding               223,377
     Additional paid-in capital                                6,421,345
     Deferred stock issuance costs                              (159,615)
     Retained earnings                                           383,371
                                                               ---------
               TOTAL STOCKHOLDERS' EQUITY                      6,869,478
                                                               ---------

    
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $     51,131,415
                                                              ==========
</TABLE>
<PAGE>
                      BARGO ENERGY COMPANY AND SUBSIDIARIES

                    (FORMERLY FUTURE PETROLEUM CORPORATION 
                              AND SUBSIDIARIES)

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (UNAUDITED)
<TABLE>                                        
                                                  Three Months Ended
                                                       March 31,     
                                             ----------------------------
                                                1999               1998     
                                             ----------       -----------
<S>                                          <C>              <C>
REVENUES

     Oil and gas sales                      $ 2,201,550        $  494,174
                                              ---------           -------
          TOTAL REVENUES                      2,201,550           494,174
                                              ---------           -------
COSTS AND EXPENSES

     Lease operations and production taxes      935,470           268,560
     General and administrative                 863,237            77,867
     Depletion, depreciation and amortization   991,042           101,699
                                              ---------           -------
          TOTAL EXPENSES                      2,789,749           448,126
                                              ---------           -------
OTHER INCOME

     Interest expense                          (871,263)         (165,894)
     Interest income                              3,833             2,108
     Miscellaneous income                         -0-               4,406
                                              ---------          --------
          TOTAL OTHER INCOME AND (EXPENSE)     (867,430)         (159,380)
                                              ---------          --------
INCOME (LOSS) BEFORE INCOME TAXES            (1,455,629)         (113,332)
                                             
DEFERRED INCOME TAX BENEFIT (EXPENSE)           495,000            40,000
                                             ----------          --------
NET INCOME (LOSS)                        $     (960,629)      $   (73,332)
                                             ==========          ========
NET INCOME (LOSS) PER COMMON SHARE - 
     BASIC AND DILUTED                             (.02)             (.01)
                                             ----------          --------
WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING                             48,338,926         5,679,000
                                             ----------         ---------
</TABLE>
<PAGE>

                     BARGO ENERGY COMPANY AND SUBSIDIARIES

                    (FORMERLY FUTURE PETROLEUM CORPORATION 
                               AND SUBSIDIARIES)

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
                               (UNAUDITED)
                                                  Three Months Ended
                                                       March 31, 
                                              --------------------------
                                                1999               1998 
                                            -----------       ----------
<S>                                         <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                     $  (960,629)       $  (73,332)
     Adjustments to reconcile net income 
     (loss) to net cash provided by 
            operating activities:
          Depletion, depreciation, and 
            amortization                       991,042           101,699
          Amortization of debt issue costs      49,500             -0-
          Deferred income taxes               (495,000)          (40,000)
          Change in working capital items:
               Decrease (increase) in 
                    accounts receivable        399,472            64,761
               Increase in advances to 
                    related parties            (28,793)            -0-
               Increase (decrease) in accounts payable 
                    and accrued liabilities    476,435           (40,982)
               Decrease in advances from 
                    related parties           (209,927)            -0-
               Other                            (7,777)            6,845
                                              ---------          --------
               NET CASH PROVIDED BY (USED IN) 
               OPERATING ACTIVITIES            214,323            18,991
                                              ---------          --------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of oil and gas properties    (549,511)            -0-
     Additions to property and equipment       (14,908)         (211,086)
                                              ---------          --------
               NET CASH PROVIDED BY (USED IN) 
               INVESTING ACTIVITIES           (564,419)         (211,086)
                                              ---------          --------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of debt            655,262             -0-
     Repayment of long-term debt                (1,833)           (3,589)
     Stock issuance costs                     (290,964)            -0-
     Proceeds from exercise of stock options    10,071             -0-
                                              ---------          --------
          NET CASH PROVIDED BY (USED IN) 
          FINANCING ACTIVITIES                 372,536            (3,589)
                                              ---------          --------
NET INCREASE (DECREASE) IN CASH                 22,440          (195,684)

CASH AND CASH EQUIVALENTS, 
          BEGINNING OF QUARTER               1,241,000           292,931
                                             ---------           --------
CASH AND CASH EQUIVALENTS, END OF QUARTER   $1,263,440        $   97,247
                                             =========           ========
SUPPLEMENTAL INFORMATION:
     Cash paid during the quarter 
                 for interest               $  460,360        $  165,894
                                             =========           ========
</TABLE>
<PAGE>

                      BARGO ENERGY COMPANY AND SUBSIDIARIES

                   (FORMERLY FUTURE PETROLEUM CORPORATION 
                               AND SUBSIDIARIES)

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                           FOR THE PERIODS INDICATED

                                  (UNAUDITED)

<TABLE>

                               Preferred Stock          Common Stock
                              Shares     Amount        Shares    Amount
                             --------   --------      --------  ----------
<S>                          <C>        <C>           <C>       <C>
BALANCES, DECEMBER 31, 1997       -0-   $    -0-      5,678,779  $  57,000

Shares issued for oil and gas 
     properties               100,000      1,000      5,163,192     52,000
Shares issued for fixed assets    -0-        -0-      2,414,776     24,000
Shares issued for retirement 
     of debt                      -0-        -0-      8,495,683     85,000
Shares issued for options 
     exercised                    -0-        -0-        110,000      1,000
Shares issued for payment 
     of interest                  -0-        -0-        267,400      2,000
Shares issued for services        -0-        -0-        190,236      2,000
Net income                        -0-        -0-            -0-        -0-
                            ---------    -------      ---------  ---------

BALANCES, DECEMBER 31, 1998   100,000    $ 1,000     22,320,066  $ 223,000

Stock issuance costs              -0-        -0-            -0-        -0-

Shares issued for options 
     exercised                    -0-        -0-         37,720        377
Net income (loss)                 -0-        -0-            -0-        -0-
                            ---------    -------     ----------  --------- 

BALANCES, MARCH 31, 1999      100,000    $ 1,000     22,357,786  $ 223,377
                            =========   ========     ==========  =========
</TABLE>
<PAGE>
                      BARGO ENERGY COMPANY AND SUBSIDIARIES

                   (FORMERLY FUTURE PETROLEUM CORPORATION 
                               AND SUBSIDIARIES)

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                           FOR THE PERIODS INDICATED

                                  (UNAUDITED)

<TABLE>
                                         Deferred                Total    
                             Additional   Stock       Retained   Stock-
                             Paid-In     Issuance     Earnings   holders'
                              Capital     Costs       (Deficit)  Equity
                             --------   --------      --------  ----------
<S>                          <C>        <C>           <C>       <C>
BALANCES, DECEMBER 31, 1997 $4,413,000  $    -0-     $(64,0000) $4,406,000

Shares issued for oil and gas 
     properties                 21,000       -0-           -0-      74,000
Shares issued for fixed assets 593,000       -0-           -0-     617,000
Shares issued for retirement 
     of debt                 1,312,000       -0-           -0-   1,397,000
Shares issued for options 
     exercised                  57,000       -0-           -0-      58,000
Shares issued for payment 
     of interest                66,000       -0-           -0-      68,000
Shares issued for services      81,000       -0-           -0-      83,000
Net income                        -0-        -0-     1,408,000   1,408,000
                             ---------    -------    ---------   ---------

BALANCES, DECEMBER 31, 1998 $6,543,000  $    -0-    $1,344,000  $8,111,000

Stock issuance costs         (131,349)  (159,615)          -0-    (290,964)
Shares issued for options 
     exercised                  9,694        -0-           -0-      10,071
Net income (loss)                 -0-        -0-      (960,629)   (960,629)
                            ---------    -------     ----------  --------- 

BALANCES, MARCH 31, 1999   $6,421,345  $(159,615)    $ 383,371  $6,869,478
                           ==========   ========     =========  ==========

</TABLE>

<PAGE>


    ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

THE COMPANY

Bargo Energy Company (the "Company" or "Bargo") is engaged through its 
subsidiaries and subsidiary partnerships in the development of oil and natural 
gas properties located onshore primarily in the Gulf Coast Region(Texas and 
Louisiana) and California. The Company's principal business strategies include 
(i) maximizing the value of its existing high-quality, long-life reserves 
through efficient operating and marketing practices, (ii)conducting detailed 
field studies using the newest technology to identify additional reserves and 
exploration potential, and (iii) seeking acquisitions of producing properties, 
with exploration and development potential in areas where the Company has 
operating experience and expertise. In 1998, through a change in management and 
the establishment of a credit facility with Bank of America, the Company was 
able to implement an aggressive acquisition program.  Going forward, the Company
intends to continue to actively acquire producing oil and gas reserves along 
with the exploitation of its existing properties. 

As of December 31, 1998, the Company owned approximately 15,145,000 barrels of 
oil equivalent proved reserves. Approximately 54% of the Company's reserves are 
proved developed producing reserves. Quantities stated as equivalent barrels of 
oil reserves are based on a factor of six mcf of natural gas per barrel of oil. 

STRATEGIC DEVELOPMENTS

On August 14, 1998, the Company acquired from Bargo Energy Resources, Ltd. 
("Resources") their interest in the South Coles Levee Unit for a purchase price 
of $5.8 million, 4.7 million shares of Common Stock and a warrant to purchase an
additional 250,000 shares of Common Stock ("August Transaction").In connection 
with this transaction, EnCap Equity 1994, L.P, a Texas limited partnership 
("EnCap") and Energy Capital Investment Company PLC, an English investment 
company ("ECIC") (together are the "EnCap Entities") agreed to modify and extend
their outstanding loans to the Company in the amount of approximately $7.3 
million in exchange for 2.8 million shares of Common Stock. 

Also in connection with the August Transaction, Resources, the EnCap Entities, 
Mr. B. Carl Price, Mr. Don Wm. Reynolds (Mr. Price and Mr. Reynolds together are
the "Price Group") and Future entered into a Stockholders' Agreement whereby all
parties agreed to cause the Board of Directors of Future to be composed of seven
persons. Each party further agreed to vote their shares of Common Stock in 
connection with the election of directors of the Company for two nominees of 
Resources, two nominees of the EnCap Entities, and three nominees of the Price 
Group. In addition, the parties to the Stockholders' Agreement agreed that one 
of Resources nominees would be the Chairman of the Board of Directors of the 
Company. Accordingly, Mr. Robert D. Price and Mr. D. William Reynolds, Jr. 
agreed to resign from Future's Board of Directors. Mr. Tim J. Goff, who was also
appointed Chairman of the Board of Future, and Mr. Thomas D. Barrow were 
appointed to serve as Resources nominees, and Mr. Gary R. Petersen and Mr. D. 
Martin Phillips were appointed to serve as the EnCap Entities' nominees. 

In connection with the August Transaction, Bargo entered into a $20 million 
credit agreement with Bank of America National Trust and Savings Association 
("Bank of America") with a borrowing base initially set at $10.5 million. 
Pursuant to pledge agreements dated August 14, 1998 ("August Pledge 
Agreements"), Resources, the EnCap Entities and the Price Group pledged their 
shares of Common Stock to secure Future's borrowing sunder the credit agreement.

In December 1998, the Company amended and restated its credit agreement with 
Bank of America to increase the commitment amount to $50 million subject to a 
borrowing base as determined by Bank of America on an acquisition by acquisition
basis. 
<PAGE>
As of December 15, 1998, the Company acquired substantially all of the assets 
and liabilities of Resources, including Resources' trained staff of professional
geologists, engineers, landmen, accountants and other employees, for $2 million 
cash and 100,000 shares of Preferred Stock ("December Transaction"). In 
addition, the Company issued an aggregate of 8,333,333 shares of Common Stock to
Bargo Energy Company, a Texas general partnership ("Bargo Energy") and TJG 
Investments, Inc. ("TJG") in exchange for the cancellation of outstanding debt 
aggregating $4 million. In connection with this transaction, the Company, 
Resources, Bargo, TJG, the Price Group and the EnCap Entities entered into an 
Amended and Restated Stockholders' Agreement whereby Resource's board 
representation was increased from two director nominees to four director 
nominees and the Price Group's board representation was decreased from three 
director nominees to one director nominee. 

All of the shares of Common Stock and Preferred Stock issued pursuant to the 
December Transaction as well as the shares of Common Stock issuable upon 
conversion of the Preferred Stock are subject to pledge agreements, each of 
which is dated December 15, 1998 ("December Pledge Agreements") between the 
stockholders and Bank of America. The December Pledge Agreements secure Future's
borrowings under its credit agreement with Bank of America. If an event of 
default occurs under the credit agreement, the bank will have the right to vote 
all of the shares of Future subject to the December Pledge Agreements and, 
following foreclosure on the shares, will have the right to sell the shares as 
provided in the December Pledge Agreements and applicable law. 

Also in connection with the December transaction, the Company agreed to file an 
information statement with the Commission to change its name to Bargo Energy 
Company from Future Petroleum Corporation, reincorporate the Company in Texas 
and increase the number of shares of Common Stock Future is authorized to issue 

On April 26, 1999 (the "Effective Date"), Bargo Energy Company, a Texas 
corporation ("Bargo"), merged with Future Petroleum Corporation, a Utah 
corporation ("Future"). Bargo was incorporated under the name FPT Corporation on
January 26, 1999 as a wholly owned subsidiary of Future solely for the purpose 
of reincorporating Future in Texas.

The reincorporation occurred pursuant to a merger agreement dated April 6, 1999 
entered into between Future and Bargo ("Merger Agreement"). In accordance with 
the terms of the Merger Agreement, Future merged into Bargo, with Bargo as the 
surviving corporation. On the Effective Date, each of the 22,320,066 shares of 
common stock of Future outstanding were converted into one share of Bargo's 
common stock and each of the 100,000 shares of preferred stock of Future 
outstanding were converted into one share of Bargo preferred stock. The 
company's symbol on the OTC Bulletin Board was changed from FUPT to BARG to 
reflect the change in the company's name from Future Petroleum Corporation to 
Bargo Energy Company. In connection with the reincorporation, all of the 
Preferred stock (100,000 shares) issued pursuant to the December transaction was
converted to 26 million shares of Common stock.
<PAGE>
The reincorporation merger increased the company's authorized capital stock from
30,200,000 shares to 125 million shares. The articles of incorporation of Bargo 
authorize 125 million shares of capital stock, of which 120 million shares are 
common stock and 5 million shares are preferred stock. Future's articles of 
incorporation authorized 30 million shares of common stock and 200,000 shares of
preferred stock.

On May 14, 1999, the Company closed a transaction pursuant to which it 
issued and sold to Kayne Anderson Energy Fund, L.P. ("Kayne"), 
BancAmerica Capital Investors SBIC I, L.P. ("BancAmerica"), Eos 
Partners, L.P., Eos Partners SBIC, L.P., Eos Partners SBIC II, L.P. 
(collectively, "Eos"), Energy Capital Investment Company PLC, EnCap 
Energy Captial Fund III-B, L.P., BOCP Energy Partners, L.P., EnCap 
Energy Capital Fund III, L.P. (collectively, "EnCap") and SGC Partners 
II LLC ("SGC" and together with Kayne, BancAmerica, Eos, EnCap and SGC, 
the "Investors") shares of a newly created class of preferred stock. 
Five million shares of the company's Cumulative Redeemable Preferred 
Stock, Series B ("Preferred Stock") were issued in exchange for an 
aggregate purchase price of $50 million. As additional consideration, 
the Company issued an aggregate of 43,815,810 shares of its common stock 
to the Investors equal to 40% of the outstanding common stock (on a 
fully diluted basis).  If the Company redeems all of the outstanding 
shares of Preferred Stock prior to May 14, 2001, the Investors must sell 
back to the Company 12.5% of the shares of Common Stock originally 
issued to the Investors.

Dividends on the Preferred Stock equal to 10% per annum are payable 
quarterly.  The dividend rate is subject to increase (but in no event to 
more than 16%) or decrease (but in no event to less than 10%) based upon 
the Company's ratio of assets to liabilities which is calculated on 
January 1 and July 1 of each year or at such other time as requested by 
the Investors.  The Preferred Stock may be redeemed at any time by the 
Company and must be redeemed upon the occurrence of certain events, 
including upon the fifth anniversary of the issue date or upon a change 
of control.  A change of control is deemed to occur upon any merger, 
reorganization, purchase or sale of more than 50% of the Company's 
voting securities, the sale of substantially all of the assets of the 
Company or at any time Tim Goff ceases to serve as the Company's Chief 
Executive Officer.  The Company is prohibited from taking certain 
actions, including authorizing, creating or issuing any shares of 
capital stock, amending the articles of incorporation of the Company and 
authorizing a merger or change of control, without the consent of the 
holders of a majority of the outstanding shares of Preferred Stock.
<PAGE>
In connection with the transaction, the Company, Bargo Energy Resources, 
Ltd., TJG Investments, Inc., Bargo Energy Company, Tim J. Goff, Thomas 
Barrow, James E. Sowell and Bargo Operating Company, Inc. (collectively, 
the "Bargo Group"), B. Carl Price, Don Wm. Reynolds (Mr. Price and Mr. 
Reynolds are referred to as the "Price Group"), EnCap Equity 1994 
Limited Partnership and the Investors entered into a Second Amended and 
Restated Shareholders' Agreement ("Shareholders' Agreement").  Under the 
Shareholders' Agreement, the holders of the Preferred Stock have the 
right, for so long as the Preferred Stock is outstanding and until the 
occurrence of certain other events, to appoint designated nominees to 
the Board of Directors. Accordingly, as part of these transactions, B. 
Carl Price, Mary Elizabeth Vanderhider and Kimberly G. Seekely have 
resigned from Bargo's Board of Directors. Of the three vacancies on the 
Board of Directors, one will be filled by a nominee to be named by 
Kayne, one was filled by a nominee of BancAmerica and one was filled by 
a nominee of Eos and SGC. Brian D. Young was appointed to serve as the 
Eos/SGC nominee and J. Travis Hain was appointed to serve as 
BancAmerica's nominee. The EnCap entities have the right to appoint two 
nominees to the Board of Directors and the members of the Bargo Group 
have the right to appoint two nominee to the Board of Directors. The 
Price Group no longer has the right to appoint nominees to the Board of 
Directors.  The continuing members of Bargo's Board are Tim J. Goff and 
Thomas D. Barrow (as the Bargo Group nominees) and Gary R. Petersen and 
D. Martin Phillips (as the EnCap nominees).  The Shareholders' Agreement 
also sets forth certain rights of first refusal and tag along rights 
among the parties thereto.

The Company, the Investors and EnCap Equity 1994 Limted Partnership also 
entered into a Second Amendment to Registration Rights Agreement dated 
May 14, 1999 providing for registration rights for the shares of common 
stock of the Company issued to the Investors.

In connection with the transaction, the Company amended its Bylaws to 
provide that for so long as each of (i) EOS and SGC (jointly), (ii) 
Kayne, (iii) BancAmerica, (iv) EnCap and (v) the Bargo Group (each, a 
"Nominee Group") is entitled to nominate one or more persons to the 
Board of Directors of the Company as provided in the Shareholders' 
Agreement, no act shall be deemed to be an act of the Board of Directors 
or to be authorized and approved by the Board of Directors without the 
approval of at least three directors that are nominated by at least 
three separate Nominee Groups.  In addition, Article VIII of the Bylaws 
providing certain voting rights to the nominee of the Bargo Group, was 
deleted.
<PAGE>
 

DEVELOPMENT PROPERTIES

Oil and Gas Holdings.  The Company's properties are located onshore 
principally in Texas, New Mexico and Oklahoma.  As of April 15, 1998, 
the Company owns interests in a total of 277 gross (246 net) producing 
wells, of which 231 wells are operated by the Company.  As of that date, 
the Company had oil and gas rights in leases comprising 21,795 gross 
(18,762-net) acres. 	 

TEXAS PANHANDLE

The Company's Texas Panhandle properties offer long lived oil and natural
gas reserves and are the core properties of the Company.  There are over 
30 proved Brown Dolomite, Granite Wash and Moore County Lime development
drilling locations.  The gas produced is high in Natural Gas Liquids 
(NGL) which enables the Company to receive premium prices for its gas sold.
In addition, the implementation of advanced hydraulic fracturing to new
development wells and refracturing existing wells have proven to recover
additional reserves.

PANHANDLE FIELD. The Company has an interest in and operates one hundred
sixty one (161) wells in the Panhandle of Texas. These wells are located
in Gray, Carson, Hutchinson, Moore and Roberts Counties, Texas. Most of the
wells are located in the Panhandle Field. This field is on the Amarillo 
uplift West of the Anadarko Basin. All of the Company's wells produce from the
Wolfcamp Brown Dolomite of Permian age and the Pennsylvanian granite wash.
Production is primarily oil, natural gas liquids and gas on the uplift. The
Company's wells on the Western edge of the Anadarko Basin flanking the uplift
are located on anticlines along a structural ridge. These wells produce gas 
from the same pay zones found on the uplift in the big Panhandle Field. 

The Company markets its gas through plants in the Panhandle field.  The 
high liquid content contained in Panhandle gas enables the Company to 
participate in two separate markets for its gas thereby allowing the 
Company to enhance the market value of the gas stream.

<PAGE>
NORTH TEXAS

WICHITA COUNTY REGULAR FIELD. The Company owns and operates seventy (70)
wells in the Wichita Regular Field in Wichita County, Texas. The field 
is on the Bend Arch north of the Fort Worth basin. The pay zones are 
the Gunsight sand, the Thomas sand and an unconsolidated 600' sand.  
The Gunsight sand is presently under waterflood. All of these sands 
are Pennsylvanian in age. The trap is a combination of statigraphy 
and structure. The Company is presently performing remedial 
recompletions, stimulations and improvements to the waterflood.


PERMIAN BASIN 

EDMISSION CLEARFORK.  The Company operates and intends to flood its 
Edmission Clearfork project in Lubbock County, Texas.  Two (2) 
existing floods that have produced more secondary oil from the 
waterfloods than they produced under the primary phase of production
directly offset the property.  The Company has a 100% working 
interest in this field.

AZALEA FIELD. The Company has an interest in seventeen (17) producing 
wells and one (1) commercial Salt Water Disposal well in the Azalea 
Field, located approximately eight (8) miles Southeast of Midland, 
Texas in Midland county. It is in the East central portion of the 
Midland geological Basin. It is near the edge of the Grayburg-San 
Andres shelf as it swings across the basin from the Central Basin 
Platform on the west to the eastern shelf on the east. The field is 
an anticlinal dome caused by drape over of a carbonate bioherm. The 
leases are on or near the crest of the anticline. The potential pays 
are in the Grayburg, Permian age sands and carbonates and the San 
Andres, also Permian, Carbonates (dolomite and limestone). It is the 
intention of the Company and its partner to drill infill wells to both 
pay zones and to start a waterflood in order to increase the recovery 
of oil. Potential increases in production and reserves will increase 
the Company's reserve base substantially. The Company has completed 
the drilling of two development wells.  The results of these wells 
indicate that up to 80% of the original oil in place still remains 
in the reservoir and that a portion of the remaining oil in place 
can be recovered by a waterflood. 

CASEY & SHIPP STRAWN FIELDS. The Company owns a 33% WI and a 29% NRI in these 
fields in Lea County, New Mexico which is located on a large Penn Reef Trend. 
There are 4 existing wells and one proved undeveloped location identified by 3-D
seismic.

FOSTER/COWDEN FIELDS. The Foster/Cowden Fields are located in West Texas in 
Ector County. Future is the operator and holds a 100% WI and 87.5% NRI in 7 
producing wells. Five wells produce from the Permian age Grayburg formation, of 
which one well is presently shut-in in the Grayburg awaiting a workover. Two 
wells produce in the Pennsylvanian age Canyon formation. One well is an 
injection well. Future also owns a 25% WI in a co-op injection well operated by 
Altura Energy. Low maintenance and long life characterize Grayburg production. 

SAND HILLS FIELD. This field located in Crane County, Texas is operated by Gruy 
Petroleum and Burlington Resources, Inc. Future owns WI's ranging from 33.33% to
50% with NRI of 25% to 40.6%. There are presently 18 active wells that produce 
from the McKnight, Judkins, Tubb, Holt and Witchita-Albany sands of Permian age.

GIN UNIT FIELD. Located in Dawson County, Texas this field is operated by 
Texaco, Inc. Future holds a 5% WI and 4% NRI in 12 producing wells. The 
waterflood also has 8 injector wells and produces from the Gin sand which is 
part of the Permian age Strawn Formation.
<PAGE>

TEXAS GULF COAST 

CROSS CREEK FIELD. The Cross Creek Field is located in northeastern Harris 
County, Texas, just north of the city of Houston. It was discovered in 1993 by 
Chevron and produces from the geopressured upper Wilcox sandstones at a depth of
11,000 ft. The Wilcox sands are trapped up against the northwest flank of the 
prolific Humble salt dome which also produces from the shallower Yegua, Frio, 
and Miocene formations. Besides many recompletion opportunities in the eight 
producing wellbores, other infill drilling opportunities exist and are being 
better defined at this time by interpretation of a 3-D seismic survey. Future 
acts as operator and holds a 100% WI with 75-80% NRI. 

SAN MIGUEL CREEK FIELD. Located in McMullen County, Texas this field is operated
by Exxon Corporation and Lakewood Operating Co. Future's WI ranges from 33% to 
50% with NRI from 25% to 40%. The field was discovered in 1953 by Humble Oil and
is a deep seated salt dome with numerous faults both overlaying and adjacent to 
the salt plug. The deeper gas production is from the Cretaceous age Edwards 
limestone and the shallower oil production is from the Eocene age Wilcox 
sandstone. There have been in excess of 70 wells drilled in the field; eleven 
remain active. No well has yet penetrated salt, which is estimated at 14,000 ft.
Upside potential lies in gas compression on the mechanical side and also 
undertaking a detailed field study to integrate the 3-D seismic survey. 

BRIGHT FALCON FIELD. The Bright Falcon Field is located along the Texas Gulf 
Coast in Jackson County. The field is operated by Cox and Perkins. Two wells are
presently producing from the Eocene age, geopressured Yegua sands, with behind 
pipe reserves in one of the wells. 

NORTH EAST LIMES FIELD. The Company owns a 10% WI and a 7.5% NRI in this field 
in Live Oak County, Texas which is operated by Southern Resources Company. It 
produces from three geopressured Wilcox sands (F-1, F-4, F-5) and there are 
presently 5 producing wells and 8 additional proved, undeveloped locations. Most
wells also have proved behind pipe reserves. 

CANDY B FIELD. This field produces from Oligocene age, normally pressured, Frio 
sandstones. Future operates the field and owns a 67.24% WI with a 52.52% NRI. At
present there are 2 producing wells with proved behind pipe reserves and 2 
proved undeveloped drilling locations. The field is located along the Texas Gulf
Coast in San Patricio County. 

BUNA FIELD. This field is located in Jasper County, Texas. Two wells produce 
from the Eocene age, geopressured Wilcox sandstone on 550 gross acres. Future is
the operator with a 100% WI and an 87.5% NRI. 
<PAGE>
BRUCE ROY FIELD. This field produces from the Eocene age, geopressured Yegua 
sandstone. Future owns both operated and non-operated interests in 4 active 
wells. The other field operators are Ken Petroleum and United Oil &Minerals. The
field is located in Wharton County, Texas. There are additional proved non-
producing reserves. 

TURTLE CREEK FIELD. The Turtle Creek Field produces from Oligocene age Frio 
sandstones and is located along the Texas Gulf Coast in Matagorda County. The 
field is operated by Aviara Energy. Production is from one well with proved 
behind pipe reserves in 2 zones. Additional potential exists in other sands on 
the lease block. 

GIDDINGS FIELD. This field produces from the Cretaceous age Austin Chalk and is 
located in Brazos County, Texas. Future is the operator and owns 100% WI and 
81.5% NRI in 13 producing wells (primarily horizontal).


CALIFORNIA 

SOUTH COLES LEVEE UNIT. South Coles Levee Unit is located in the southern end of
the San Joaquin Valley, Kern County, California, 15 miles southwest of the city 
of Bakersfield. The field lies just southeast of the petroleum reserve at Elk 
Hills and was discovered in 193 by the Ohio Oil Company (now Marathon Oil Co.) 
as a result of extensive seismic work. The discovery well, the "KCL-F" 1 (now 
the SCLU 74-10) was drilled to a total depth of 9365' and completed flowing 885 
Bpd of 44.5(Degree) gravity oil. The initial completion was from the Miocene 
Age, upper Stevens member of the Antelope formation and designated the F-1 zone.
Subsequent drilling discovered a lower member in 1939 that was called the F-2 
zone. Both zones are deepwater, turbidite sandstones. The field's trap is formed
by both structural and stratigraphic components. Upside opportunities lie in 
behind pipe zones, infill drilling, re-initiating the F-1 waterflood, an F-2 
waterflood, and shooting a3-D seismic program. The field is presently operated 
by Aera Energy L.L.C.(Mobile-Shell Joint Venture). Future owns a 63.5% WI and 
48.6% NRI in 52 currently producing wells.


LOUISIANA 

NORTH LEROY FIELD. North Leroy Field is located in southern Louisiana in 
Vermilion Parish and is operated by Westland Oil Co. and Cajun Minerals. There 
are two active wells which produce from Oligocene age Frio sandstones. There are
additional behind pipe reserves as well as one proved, undeveloped location. 

CHENIERE FIELD. This field is located in northeast Louisiana in Ouachita Parish 
and is operated by Brammer-Keystone. Production is from Jurassic age retrograde 
condensate Cotton Valley sandstones. The field was discovered in May 1961 and 
unitized in November 1966. A natural gas cycling program was initiated in July 
1967 and reservoir blow down commenced in the fall of 1988.
<PAGE>


OKLAHOMA

RED FORK TREND. The Company owns 1,340 proven producing acres on the trend 
containing 8 producing wells. A recent uphole recompletion in the Oread 
Formation by an offset operator is producing 600 MCF per day. The Company, after
reviewing its own logs on its existing wells, believes that 2 and possibly 4 
wells have uphole recompletion potential in the Oread Formation. 

SHAWNEE TOWNSITE FIELD. This field is located in Pottawatomie County, Oklahoma 
and is operated by Vintage Petroleum, Inc. The waterflood produces from the 
Pennsylvanian age Skinner sandstones. The reservoirs are a series of fluvial-
delta channels and bars.


NEW MEXICO 

BLUITT FIELD. The Bluitt field produces from the Permian age Wolfcamp formation.
It is operated by H.L. Brown Jr. and is located in Roosevelt County, New Mexico.
The Company owns interests in 5 producing wells. 


MISSISSIPPI 

NORTH YELLOW CREEK FIELD. This field is located in Wayne County, Mississippi and
operated by Palmer Petroleum. Production is from the Cretaceous age Tuscaloosa 
Pilot sand. Nine wells are presently active.

EXPLORATION PROPERTIES

PRICE RANCH FIELD. The Price Ranch, located in the Texas Panhandle, contains 
8,390 net acres. Three prospective features have been identified along a 
producing anticlinal trend using well control and 2-D seismic. A 3-D seismic 
survey will be utilized to further delineate the three features and to select 
drilling locations. The Company operates 1 producing well on the property and 
has a 98% WI and a 75% NRI.

CUMBERLAND FIELD. The Cumberland Field is located in Bryan and Marshall 
Counties, Oklahoma. The field has a northwest-southeast orientation and is 
located on a structural high associated with the southwest fault block(horst) of
a large northwest-southeast oriented horst and graben fault system. Cumberland 
field has produced over 73 MMBBLS and over 54 MMMCFG. A substantial amount of 
remaining barrels of oil should be producible using present day recovery methods
and oil prices. Proven gas reserves remaining to be produced are estimated to be
at least 30 BCFG. Cumberland field was discovered in 1940. Producing formations 
range from the Arbuckle Dolomites (Ordovician in age) up through the Simpson 
Sands, Viola and Hunton Limestones, Woodford Chert and Sycamore Siltstones 
(Pennsylvanian age). The Simpson Sands are the oil reservoirs. They also hold a 
large share of the gas as attic gas in their gas caps. The Company has obtained 
oil and gas leases on the flanks of this field. Major oil companies have 
conducted an extensive 3-D seismic study of this area with the idea of extending
this field and further developing the remaining reserves. This extension field 
is operated by Quintin Little Oil Company and the Company has an interest in one
well.
<PAGE>
GENERAL
	
The Company's revenues, profitability and future growth and the carrying value 
of its oil and gas properties are substantially dependent on prevailing prices 
of oil and gas and its ability to find, develop and acquire additional oil and 
gas reserves that are economically recoverable. The Company's ability to 
maintain or increase its borrowing capacity and to obtain additional capital on 
attractive terms is also influenced by oil and gas prices. 

Prices for oil and gas are subject to large fluctuations in response to 
relatively minor changes in the supply of and demand for oil and gas, market 
uncertainty and a variety of  additional factors beyond the control of the 
Company. These factors include weather conditions in the United States, the 
condition of the United States economy, the actions of the Organization of 
Petroleum Exporting Countries, governmental regulation, political stability in 
the Middle East and elsewhere, the foreign supply of crude oil and natural gas, 
the price of foreign imports and the availability of alternate fuel sources. Any
substantial and extended decline in the price of crude oil or natural gas would 
have an adverse effect on the Company's carrying value of its proved reserves,
borrowing capacity, revenues, profitability and cash flows from operations. 

The Company uses the full cost method of accounting for the Company's investment
in oil and gas properties. Under the full cost method of accounting, all costs 
of acquisition, exploration and development of oil and gas reserves are 
capitalized into a "full cost pool." Oil and gas properties in the pool, plus 
estimated future expenditures to develop proved reserves and future abandonment,
site remediation and dismantlement costs, are depleted and charged to operations
using the unit of production method based on the portion of current production 
to total estimated proved recoverable oil and gas reserves. To the extent that 
such capitalized cost (net of depreciation, depletion and amortization) exceed 
the discounted future net cash flows on an after-tax basis of estimated proved 
oil and gas reserves, such excess costs are charged to operations. Once 
incurred, the write down of oil and gas properties is not reversible at a later 
date even if oil or natural gas prices increase. 

The Company does not have a specific acquisition budget because of the 
unpredictability of the timing and size of forthcoming acquisition activities. 
There is no assurance that the Company will be able to identify suitable 
acquisition candidates in the future, or that the Company will be successful in 
the acquisition of producing properties. In order to finance any possible future
acquisitions, the Company will either use borrowings available under the its 
credit facility or the Company may seek to obtain additional debt or equity 
financing in the public or private capital markets. Further, there can be no 
assurances that any future acquisitions made by the Company will be integrated 
successfully into the Company's operations or will achieve desired profitability
objectives. 
<PAGE>
In June 1998 the Financial Accounting Standards Board issued SFAS 133" 
Accounting for Derivative Instruments and Hedging Activities." This standard is 
effective for fiscal years beginning after June 15, 1999 (January 1, 2000 for 
the Company). SFAS 133 requires that all derivative instruments be recorded on 
the balance sheet at their fair value. Changes in the fair value of derivatives 
are recorded each period in current earnings or other comprehensive income, 
depending on whether a derivative is designated as part of a hedge transaction 
and, if it is, the type of hedge transaction. The Company has not yet completed 
its evaluation of the impact of the adoption of this new standard.


FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of capital are its cash flows from operations, 
borrowings and issuance of debt and equity securities.
 
The Company reported a consolidated net loss of $961,000 for the quarter ended 
March 31, 1999 compared to a consolidated net loss of $73,000 for the quarter 
ended March 31, 1998. At March 31, 1999, the Company had negative working 
capital of $8,654,000, which was a $8,297,000 increase from the $357,000 
working capital deficit that the Company had as of March 31, 1998. This decrease
in working capital was due primarily to the current portion of long term debt 
resulting from the acquisition of proved reserves referred to above. Management 
believes cash flow from those reserves along with the issuance of additional 
equity will be sufficient to eliminate the working capital deficit. 


Effective August 14, 1998, the Company entered into a credit agreement with Bank
of America ("Credit Agreement"). Borrowings under the Credit Agreement are 
secured by mortgages covering substantially all of the Company's producing oil 
and gas properties as well as by certain pledges of the Company's Common Stock. 
See "Item 1. Business - Strategic Developments." The Credit Agreement initially 
provided for a commitment amount of $20 million and a $10.5 million borrowing 
base ("Borrowing Base"). This Credit Agreement was amended and increased to 
$27.5 million on November 15, 1998. In December 1998, the Company amended and 
restated the Credit Agreement to increase the commitment amount to $50 million 
subject to a borrowing base as determined by Bank of America on an acquisition 
by acquisition basis. The Credit Agreement is comprised of two Tranches, Tranche
A and Tranche B. 

At December 31, 1998, the Tranche A loan commitment amount was $38 million, of 
which $30.9 million had been borrowed. The Company has a choice of two different
interest rates under the Tranche A loan, the Base Rate or the LIBO Rate. The 
debt bears interest under the Base Rate at the higher of the lender's "Reference
Rate" or the Federal Funds Rate plus .5%. The debt bears interest under the LIBO
Rate at the LIBO rate (reserve adjusted) plus 2%. The Company may convert any 
portion of the outstanding debt from one interest rate type to another in 
increments of $50,000 with a minimum transfer amount of $250,000. The Company 
may borrow, pay, reborrow and repay under the Credit Facility until December 4, 
1999, on which date, the revolving credit line converts to a four-year term loan
with quarterly principal installments. 
<PAGE>
At December 31, 1998, the Tranche B loan commitment amount was $12 million, of 
which $8.945 million had been borrowed. The Company has a choice of two 
different interest rates under the Tranche B loan, the Base Rate or the LIBO 
Rate. The debt bears interest under the Base Rate at the higher of the lender's 
"Reference Rate" plus 2% (through April 4, 1999, and plus 4% thereafter until 
maturity) or the Federal Funds Rate plus 2.5% (through April 4, 1999, and plus 
4.5% thereafter until maturity). The debt bears interest under the LIBO Rate at 
the LIBO rate (reserve adjusted) plus 4% (through April 4, 1999, and plus 6% 
thereafter until maturity). The Company may convert any portion of the 
outstanding debt from one interest rate type to another in increments of $50,000
with a minimum transfer amount of $250,000. On June 4,1999 the Company must 
repay in full all amounts outstanding under Tranche B. In connection with the 
May 14, 1999 equity transaction the Company has paid in full amounts outstanding
under Tranche B.

CASH FLOW TO OPERATING ACTIVITIES

Operating activities of the Company during the three months ended March 31,1999 
provided net cash of $214,000. In the same period during 1998, operations 
provided net cash of $19,000. Investing activities in the first three months 
ending March 31, 1999, used net cash of $564,000, primarily due to the 
acquisition of oil and gas properties. Investing activities in the first three 
months of 1998 required net cash of $211,000 primarily due to additions to 
property and equipment. Financing activities in the first three months ending 
March 31, 1999 provided net cash of $373,000 primarily due to proceeds from the 
issuance of debt. This is an increase of $376,000 versus the first three months 
of 1998. 


RESULTS OF OPERATIONS

Comparison of Quarter Ended March 31, 1999 and 1998 

     Total revenues for the three months increased to $2,202,000 from $494,000 
in 1998, primarily due to the acquisition of oil and gas properties. Production 
costs increased due to the purchase of proved reserves. General and 
administrative expenses increased to $863,000 from $78,000 in 1998 due to the 
acquisition of Resources and increased overhead associated with the Company's 
increased acquisition activity. The Company had a net loss of $961,000 for the 
three months ended March 31, 1999 compared to a net loss of $73,000 in 1998, 
primarily due to the acquisition of proved reserves. The majority of the cash 
flow generated from these additional reserves was primarily used to pay interest
costs. 
<PAGE>

INFLATION

The Company's activities have not been, and in the near term are not 
expected to be, materially affected by inflation or changing prices in 
general.  The Company's oil exploration and production activities are 
generally affected by prevailing prices for oil, however.

YEAR 2000 ISSUE

Year 2000 issues result from the inability of computer programs or computerized 
equipment to accurately calculate, store or use a date subsequent to December 
31, 1999. The erroneous date can be interpreted in a number of different ways; 
typically the Year 2000 is interpreted as the year 1900. This could result in a 
system failure or miscalculations causing disruptions of operations, including, 
among other things, a temporary inability to process transactions, send invoices
or engage in similar normal business. Because the Company's software systems are
relatively new, the Company was aware of and considered Year 2000 issues at the 
time of purchase or development of such systems. In addition, the Company has 
recently completed an assessment of its core financial and operational software 
systems to ensure compliance. The licensor of the Company's core financial 
software system has certified that such software is Year 2000 compliant. 
Additionally, other less critical software systems and various types of 
equipment have been assessed and are believed to be compliant.

The Company believes that the potential impact, if any, of these less critical 
systems not being Year 2000 compliant will at most require employees to manually
complete otherwise automated tasks or calculations and it should not impact the 
Company's ability to continue exploration, drilling, production or sales 
activities. The Company has initiated and will continue to have formal 
communications with its significant suppliers, business partners and customers 
to determine the extent to which the Company is vulnerable to those third 
parties' failure to correct their own Year 2000 issues. There can be no 
guarantee, however, that the systems of other companies on which the Company's 
systems rely will be timely converted, or that a failure to convert by another 
company, or a conversion that is incompatible with the Company's systems would 
not have a material adverse effect on the Company.


The Company has determined it has no exposure to contingencies related to the 
Year 2000 issue with respect to products sold to third parties. The Company has 
and will utilize both internal and external resources to complete tasks and 
perform testing necessary to address the Year 2000 issue. The Company has 
substantially completed the Year 2000 project. The Company has not incurred, and
does not anticipate that it will incur, any significant costs relating to the 
assessment and remediation of Year 2000 issues.


<PAGE>

                               PART II
                         OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



(a)		Exhibits.

                               EXHIBIT INDEX


Exhibit 
Number                       Title of Document                 Location
-----------------------------------------------------------------------

2.                Plan of acquisition, reorganization, 
                  arrangement, liquidation or 
                  succession                                      (1)

3.                Articles of Incorporation and By-laws

   3.1            Articles of Incorporation of Bargo 
                  Energy Company                                  (2)

   3.2            Agreement and Plan of Merger, dated 
                  as of April 6, 1999 between Future 
                  Petroleum Corporation and FPT 
                  Corporation.                                    (2)

   3.3            By-laws of Bargo Energy Company                 (2)

   3.4            Amendment to Bargo Energy Company By-laws       (3)

4.                Instruments defining the rights of 
                  security holders

   4.1            Certificate of Designation of 
                  Cumulative Redeemable Preferred 
                  Stock, Series B                                 (3)

10.               Material Contracts

   10.1           Second Amended and Restated 
                  Shareholders' Agreement, dated May 
                  14, 1998, by and among Bargo Energy 
                  Company, B. Carl Price, Don Wm. 
                  Reynolds, Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 
                  Limited Partnership, Bargo Energy 
                  Resources, Ltd., TJG Investments, 
                  Inc., Bargo Energy Company, Tim J. 
                  Goff, Thomas Barrow, James E. Sowell, 
                  Bargo Operating Company, Inc., EnCap 
                  Energy Capital Fund III-B, L.P., BOCP 
                  Energy Partners, L.P., EnCap Energy 
                  Capital Fund III, L.P., Kayne 
                  Anderson Energy Fund, L.P., 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners, L.P., Eos 
                  Partners SBIC, L.P., Eos Partners 
                  SBIC II, L.P., and SGC Partners II 
                  LLC.                                           (3)

   10.2           Second Amendment to Registration 
                  Rights Agreement dated May 14, 1999 
                  between Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 
                  Limited Partnership, EnCap Energy 
                  Capital Fund III-B, L.P., BOCP Energy 
                  Partners, L.P., EnCap Energy Capital 
                  Fund III, L.P., Kayne Anderson Energy 
                  Fund, L.P., BancAmerica Capital 
                  Investors SBIC I, L.P., Eos Partners, 
                  L.P., Eos Partners SBIC, L.P., Eos 
                  Partners SBIC II, L.P., and SGC 
                  Partners II LLC.                               (3)

   10.3           Consent to Amendment to Registration 
                  Rights Agreement by TJG Investments, 
                  Inc., Bargo Energy Company, Bargo 
                  Energy Resources, Ltd., Bargo 
                  Operating Company, Inc., Tim J. Goff, 
                  Thomas Barrow, James E. Sowell, B. 
                  Carl Price, Don Wm. Reynolds, 
                  Christie Price, Robert Price and 
                  Charles D. Laudeman.                           (3)

   10.4           Amendment No. 1 to Amended and 
                  Restated Credit Agreement dated May 
                  14, 1999 between Bargo Energy Company 
                  and Bank of America National Trust 
                  and Savings Association.                       (3)

   10.5           Amended and Restated Secured 
                  Promissory Note dated May 14, 1999 
                  between Bargo Energy Company and Bank 
                  of America National Trust and Savings 
                  Association.                                   (3)

   10.6           Consent and Agreement dated May 14, 
                  1999 between Bargo Energy Company and 
                  Bank of America National Trust and 
                  Savings Association.                           (3)

   10.7           SBA Side Letter dated May 14, 1999 
                  between Bargo Energy Company and 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners SBIC, L.P., Eos 
                  Partners SBIC II, L.P and SGC 
                  Partners II LLC.                               (3)

   10.8           SBA Side Letter dated May 14, 1999 
                  between Bargo Energy Company, EnCap 
                  Equity 1994 Limited Partnership, TJG 
                  Investments, Inc., Bargo Energy 
                  Company, Bargo Energy Resources, 
                  Ltd., Bargo Operating Company, Inc., 
                  Tim J. Goff and BancAmerica Capital 
                  Investors SBIC I, L.P., Eos Partners 
                  SBIC, L.P., Eos Partners SBIC II, 
                  L.P. and SGC Partners II, LLC.                 (3)

   10.9           Stock Purchase Agreement dated May 
                  14, 1999 between Bargo Energy Company 
                  and Energy Capital Investment Company 
                  PLC, EnCap Energy Capital Fund III-B, 
                  L.P., BOCP Energy Partners, L.P., 
                  EnCap Energy Capital Fund III, L.P., 
                  Kayne Anderson Energy Fund, L.P., 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners, L.P., Eos 
                  Partners SBIC, L.P., Eos Partners 
                  SBIC II, L.P., and SGC Partners II 
                  LLC.                                           (3)

   10.10          Bargo Energy Company 1999 Stock Incentive 
                  Plan                                           (3)

   10.11          Confidentiality and Non-Compete
                  Agreement dated May 14, 1999 between
                  Bargo Energy Company and Tim J. Goff           (3)

11.               Statement regarding computation of 
                  per share earnings                             (1)

15.               Letter on unaudited interim financial 
                  information                                    (1)

18.               Letter on change in accounting 
                  principles                                     (1)

19.               Report furnished to security holders           (1)

22.               Published report regarding matters 
                  submitted to vote                              (1)

23.               Consents of experts and counsel                (1)

24.               Power of attorney                              (1)

27.               Financial data schedule                        (3)

99                Additional exhibits                            (1)

______________________________________

(1)     Inapplicable to this filing.

(2)     Incorporated herein by reference from the Company's Current 
        report on Form 8-K filed with the Securities and Exchange 
        Commission on April 29, 1999.  (file no. 000-08609).

(3)     Filed herewith.


(b)		Reports on Form 8-K.

Date Event Reported              Item Reported
-------------------          ---------------------
February 15, 1999          Item 4. Change in Registrant's
                                   Certifying Accountant

<PAGE>

                              SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, 
as amended, the registrant has duly caused this report to be signed 
on its behalf by the undersigned thereunto duly authorized.

                 				BARGO ENERGY COMPANY
	                              (Registrant)                                  




Dated:  May 20, 1999	By:     /s/ B. Carl Price                         
                 				B. Carl Price, 
                 				Vice President Corporate Development


<PAGE>

The following exhibits are included as part of this report:

                             EXHIBIT INDEX


Exhibit 
Number                       Title of Document                 Location
-----------------------------------------------------------------------

2.                Plan of acquisition, reorganization, 
                  arrangement, liquidation or 
                  succession                                      (1)

3.                Articles of Incorporation and By-laws

   3.1            Articles of Incorporation of Bargo 
                  Energy Company                                  (2)

   3.2            Agreement and Plan of Merger, dated 
                  as of April 6, 1999 between Future 
                  Petroleum Corporation and FPT 
                  Corporation.                                    (2)

   3.3            By-laws of Bargo Energy Company                 (2)

   3.4            Amendment to Bargo Energy Company By-laws       (3)

4.                Instruments defining the rights of 
                  security holders

   4.1            Certificate of Designation of 
                  Cumulative Redeemable Preferred 
                  Stock, Series B                                 (3)

10.               Material Contracts

   10.1           Second Amended and Restated 
                  Shareholders' Agreement, dated May 
                  14, 1998, by and among Bargo Energy 
                  Company, B. Carl Price, Don Wm. 
                  Reynolds, Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 
                  Limited Partnership, Bargo Energy 
                  Resources, Ltd., TJG Investments, 
                  Inc., Bargo Energy Company, Tim J. 
                  Goff, Thomas Barrow, James E. Sowell, 
                  Bargo Operating Company, Inc., EnCap 
                  Energy Capital Fund III-B, L.P., BOCP 
                  Energy Partners, L.P., EnCap Energy 
                  Capital Fund III, L.P., Kayne 
                  Anderson Energy Fund, L.P., 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners, L.P., Eos 
                  Partners SBIC, L.P., Eos Partners 
                  SBIC II, L.P., and SGC Partners II 
                  LLC.                                            (3)

   10.2           Second Amendment to Registration 
                  Rights Agreement dated May 14, 1999 
                  between Energy Capital Investment 
                  Company PLC, EnCap Equity 1994 
                  Limited Partnership, EnCap Energy 
                  Capital Fund III-B, L.P., BOCP Energy 
                  Partners, L.P., EnCap Energy Capital 
                  Fund III, L.P., Kayne Anderson Energy 
                  Fund, L.P., BancAmerica Capital 
                  Investors SBIC I, L.P., Eos Partners, 
                  L.P., Eos Partners SBIC, L.P., Eos 
                  Partners SBIC II, L.P., and SGC 
                  Partners II LLC.                                (3)

   10.3           Consent to Amendment to Registration 
                  Rights Agreement by TJG Investments, 
                  Inc., Bargo Energy Company, Bargo 
                  Energy Resources, Ltd., Bargo 
                  Operating Company, Inc., Tim J. Goff, 
                  Thomas Barrow, James E. Sowell, B. 
                  Carl Price, Don Wm. Reynolds, 
                  Christie Price, Robert Price and 
                  Charles D. Laudeman.                            (3)

   10.4           Amendment No. 1 to Amended and 
                  Restated Credit Agreement dated May 
                  14, 1999 between Bargo Energy Company 
                  and Bank of America National Trust 
                  and Savings Association.                        (3)

   10.5           Amended and Restated Secured 
                  Promissory Note dated May 14, 1999 
                  between Bargo Energy Company and Bank 
                  of America National Trust and Savings 
                  Association.                                    (3)

   10.6           Consent and Agreement dated May 14, 
                  1999 between Bargo Energy Company and 
                  Bank of America National Trust and 
                  Savings Association.                            (3)

   10.7           SBA Side Letter dated May 14, 1999 
                  between Bargo Energy Company and 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners SBIC, L.P., Eos 
                  Partners SBIC II, L.P and SGC 
                  Partners II LLC.                                (3)

   10.8           SBA Side Letter dated May 14, 1999 
                  between Bargo Energy Company, EnCap 
                  Equity 1994 Limited Partnership, TJG 
                  Investments, Inc., Bargo Energy 
                  Company, Bargo Energy Resources, 
                  Ltd., Bargo Operating Company, Inc., 
                  Tim J. Goff and BancAmerica Capital 
                  Investors SBIC I, L.P., Eos Partners 
                  SBIC, L.P., Eos Partners SBIC II, 
                  L.P. and SGC Partners II, LLC.                  (3)

   10.9           Stock Purchase Agreement dated May 
                  14, 1999 between Bargo Energy Company 
                  and Energy Capital Investment Company 
                  PLC, EnCap Energy Capital Fund III-B, 
                  L.P., BOCP Energy Partners, L.P., 
                  EnCap Energy Capital Fund III, L.P., 
                  Kayne Anderson Energy Fund, L.P., 
                  BancAmerica Capital Investors SBIC I, 
                  L.P., Eos Partners, L.P., Eos 
                  Partners SBIC, L.P., Eos Partners 
                  SBIC II, L.P., and SGC Partners II 
                  LLC.                                            (3)

   10.10          Bargo Energy Company 1999 Stock Incentive 
                  Plan                                            (3)

   10.11          Confidentiality and Non-Compete
                  Agreement dated May 14, 1999 between
                  Bargo Energy Company and Tim J. Goff            (3)

11.               Statement regarding computation of 
                  per share earnings                              (1)

15.               Letter on unaudited interim financial 
                  information                                     (1)

18.               Letter on change in accounting 
                  principles                                      (1)

19.               Report furnished to security holders            (1)

22.               Published report regarding matters 
                  submitted to vote                               (1)

23.               Consents of experts and counsel                 (1)

24.               Power of attorney                               (1)

27.               Financial data schedule                         (3)

99                Additional exhibits                             (1)

______________________________________

(1)     Inapplicable to this filing.

(2)     Incorporated herein by reference from the Company's Current 
        report on Form 8-K filed with the Securities and Exchange 
        Commission on April 29, 1999.  (file no. 000-08609).

(3)     Filed herewith.

<PAGE>

                               EXHIBIT 3.4

                               AMENDMENT TO
                        BARGO ENERGY COMPANY BYLAWS
                                  AS OF
                              MAY 12, 1999


1.     The following Section 4.14 is added to the Bylaws:

     Section 4.14.  Required Vote.     For so long as each of (i) EOS 
and SGCP (jointly), (ii) Kayne, (iii) BACI, (iv) EnCap and (v) the Bargo 
Group (each, a "Nominee Group") is entitled to nominate one or more 
persons to the Board of Directors of the Company as provided in the 
Second Amended and Restated Shareholders' Agreement dated May 14, 1999 
("Shareholders' Agreement"), no act shall be deemed to be an act of the 
Board of Directors or to be authorized and approved by the Board of 
Directors without the approval of at least three directors that are 
nominated by at least three separate Nominee Groups (which shall be in 
addition to any other corporate action required by the Articles of 
Incorporation, these Bylaws or by applicable law).  For so long as each 
Nominee Group is entitled to nominate one or more persons to the Board 
of Directors as provided above, notwithstanding anything to the contrary 
contained in these Bylaws, no amendment, repeal or provision 
inconsistent with the provisions of this Section 4.14 shall be adopted 
unless it is approved by the vote of 75% of the shares of the Company 
entitled to vote.

2.     Article VIII of the Bylaws is deleted.

<PAGE>

                                EXHIBIT 4.1
 
                        CERTIFICATE OF DESIGNATIONS
                                     OF

                    CUMULATIVE REDEEMABLE PREFERRED STOCK, SERIES B

                                    OF

                          BARGO ENERGY COMPANY

Pursuant to Article 2.13 of the
Texas Business Corporation Act


     Bargo Energy Company, a corporation organized and existing under the 
laws of the State of Texas (the "Corporation"), DOES HEREBY CERTIFY that, 
pursuant to the authority conferred on the Board of Directors of the 
Corporation by the Articles of Incorporation of the Corporation and in 
accordance with Article 2.13 of the Texas Business Corporation Act, on May
14, 1999, the Board of Directors of the Corporation duly adopted, by all 
necessary action on the part of the Corporation, the following resolutions 
establishing and designating a series of its Preferred Stock, par value $.01 
per share, designated "Cumulative Redeemable Preferred Stock, Series B" and 
fixing and determining the relative rights and preferences thereof:

     RESOLVED, that pursuant to the authority vested in the Board of 
Directors of the Corporation (the "Board of Directors") in accordance 
with the provisions of its Articles of Incorporation, a series of 
Preferred Stock, par value $.01 per share, of the Corporation is hereby 
created, and that the designation and number of shares thereof and the 
preferences, limitations and relative rights thereof are as follows:

1.      Section Designation, Number of Shares and Stated Value of Cumulative 
Redeemable Preferred Stock, Series B.  There is hereby authorized and 
established a series of Preferred Stock that shall be designated as 
"Cumulative Redeemable Preferred Stock, Series B" (hereinafter referred to as 
"Series B Preferred"), and the number of shares constituting such series 
shall be Five Million (5,000,000).  Such number of shares may be increased or 
decreased, but not to a number less than the number of shares of Series B 
Preferred then issued and outstanding, by resolution adopted by the full 
Board of Directors.  The "Stated Value" per share of the Series B Preferred 
shall be equal to Ten Dollars ($10).

2.      Section Definitions.  In addition to the definitions set forth 
elsewhere herein, the following terms shall have the meanings indicated:
 
3.      "Adjusted Current Liabilities" shall mean, (a) the total of all items 
which would appear as a current liability upon a balance sheet of the 
Corporation or its consolidated subsidiaries prepared in accordance with 
GAAP, less (b) the total of any such items appearing as a current liability 
which would be included in the definition of Total Consolidated Indebtedness.
 
4.      "Adjusted Net Working Capital" shall mean (a) the total of all items 
which would appear as a current assets upon a balance sheet of the 
Corporation or its consolidated subsidiaries prepared in accordance with GAAP 
less (b) Adjusted Current Liabilities.
 
5.      "Business Day" means any day other than a Saturday, Sunday or a day on 
which banking institutions in Houston, Texas are authorized or obligated by 
law or executive order to close.
 
6.      "Calculation Date" means any date on which PV-10 Value (defined 
below) is calculated, as follows:  (i) PV-10 Value shall be calculated by 
independent reserve engineers (designated by the Corporation and reasonably 
acceptable to the holders of a majority of the Series B Preferred outstanding 
at such time) as of each January 1, the final report for which shall be 
provided to the Corporation and the holders of Series B Preferred no later 
than the following March 16, (ii) PV-10 Value shall be calculated by the 
Corporation's reserve engineers as of each July 1, the final report for which 
shall be provided to the Corporation and the holders of Series B Preferred no 
later than the following August 14, and (iii) PV-10 Value shall be calculated 
by independent reserve engineers (designated by the holders of a majority of 
the Series B Preferred outstanding and reasonably acceptable to the 
Corporation) as of a date other than January 1 or July 1, as requested by the 
holders of a majority of the Series B Preferred outstanding.  The costs and 
expenses of each such report contemplated under this definition shall be 
borne by the Corporation; provided, that if a report is requested and 
prepared under clause (iii) of this definition more than once during any 
given calendar year, the costs and expenses of the second and any subsequent 
report requested and prepared during such year shall be borne by the holders 
of the Series B Preferred outstanding, pro rata based on their then 
respective ownership of the shares of Series B Preferred outstanding.
<PAGE>  
7.      "Capitalized Lease Obligation" means any obligation to pay rent or 
other amounts under a lease of (or other agreement conveying the right to 
use) any property (whether real, personal or mixed) that is required to be 
classified and accounted for as a capital lease obligation under GAAP 
(defined below), and, for the purpose of this designation, the amount of such 
obligation at any date shall be the capitalized amount thereof at such date, 
determined in accordance with GAAP.
 
8.      "Change of Control" means (i) any merger, reorganization, purchase or 
sale of voting securities, or other transaction resulting in at least fifty 
percent 50% of the issued and outstanding shares of voting securities of the 
Corporation outstanding immediately prior to the consummation of such 
transaction being "beneficially owned" by a single Person or a "group," as 
such terms are defined in Rule 13d-3 and 13d-5, respectively, promulgated by 
the Securities and Exchange Commission under the Securities Exchange Act of 
1934, as amended, (ii) a sale, in one or more related transactions, of 
substantially all the assets of the Corporation, or (iii) the time at which 
Tim Goff has ceased to serve as the Chief Executive Officer of the 
Corporation for a period of 30 consecutive days; provided that, the following 
shall not be deemed a Change of Control: (a) the acquisition or beneficial 
ownership of voting securities by the Initial Holders, their respective 
affiliates, or any group of which an Initial Holder or their respective 
affiliates is a member; (b) any repurchase of voting securities by the 
Corporation or any subsidiary of the Corporation; (c) any transaction 
pursuant to which securities are transferred by an Initial Holder or an 
affiliate of an Initial Holder;  (d) any transaction that causes a Person to 
become the beneficial owner of voting securities of the Corporation as a 
result of acquiring an interest in an Initial Holder, an affiliate of an 
Initial Holder or a transferee of an Initial Holder, or (e) any distribution 
or dividend to equity-holders made by any of the following entities - - Bargo 
Energy Resources, Ltd., a Texas limited partnership, TJG Investments, Inc., a 
Texas corporation, Bargo Energy Company, a Texas general partnership, and 
Bargo Operating Company, Inc., a Texas corporation.
 
9.      "Common Stock" means the common stock, $.01 par value per share, of 
the Corporation.
 
10.      "Excess Offering Proceeds" means, with respect to any Qualified 
Public Offering (defined below), the lesser of (i) the net proceeds received 
by the Corporation from such offering (less discounts, commissions and costs 
directly incurred by the Corporation in connection with the offering) and 
(ii) the amount of Series B Preferred that the Corporation may redeem in 
compliance with all loan agreements, mortgages, indentures, guarantees, or 
other evidence of indebtedness to which the Corporation is subject on the 
date of the closing of such offering.
 
11.      "GAAP" means generally accepted accounting principles, consistently 
applied, that are set forth in the opinions and pronouncements of the 
Accounting Principles Board of the American Institute of Certified Public 
Accountants and statements and pronouncements of the Financial Accounting 
Standards Board or in such other statements by such other entity as may be 
approved by a significant segment of the accounting profession of the United 
States of America.
 
12.      "Initial Holders" means Energy Capital Investment Company PLC, an 
English investment company, EnCap Energy Capital Fund III-B, L.P., a Texas 
limited partnership, BOCP Energy Partners, L.P., a Texas limited partnership, 
EnCap Energy Capital Fund III, L.P., a Texas limited partnership, Kayne 
Anderson Energy Fund, L.P., a Delaware limited partnership, BancAmerica 
Capital Investors SBIC I, L.P., a Delaware limited partnership, Eos Partners, 
L.P., a Delaware limited partnership, Eos Partners SBIC, L.P., a Delaware 
limited partnership, Eos Partners SBIC II, L.P., a Delaware limited 
partnership, and SGC Partners II LLC, a Delaware limited liability company.
 
13.      "Junior Securities" means the Common Stock, any preferred stock of 
the Corporation issued and outstanding on the Original Issue Date (other than 
the Series B Preferred), or any other series of stock issued by the 
Corporation ranking junior as to the Series B Preferred with respect to 
payment of dividends, or upon liquidation, dissolution or winding up of the 
Corporation.
<PAGE>  
14.      "Original Issue Date" means the date on which shares of the Series B 
Preferred are first issued.
 
15.      "Parity Security" means any class or series of stock issued by the 
Corporation ranking on a parity with the Series B Preferred with respect to 
payment of dividends, and upon liquidation, dissolution or winding up of the 
Corporation.
 
16.      "Person" means any individual, corporation, association, partnership, 
joint venture, limited liability company, trust, estate, or other entity or 
organization, other than the Corporation, any subsidiary of the Corporation, 
any employee benefit plan of the Corporation or any subsidiary of the 
Corporation, or any entity holding shares of Common Stock for or pursuant to 
the terms of any such plan.
 
17.      "Qualified Public Offering" means a public offering for cash by the 
Corporation of securities pursuant to a registration statement declared 
effective by the Securities and Exchange Commission under the Securities Act 
of 1933, as amended, other than an offering on Form S-8 or successor form 
thereof.
 
18.      "Preferred Stock Redemption Value" on any Calculation Date shall 
equal (i) the number of shares of Series B Preferred outstanding on the 
Calculation Date, multiplied by the Stated Value of the Preferred Stock, plus 
(ii) all accrued but unpaid dividends on the Calculation Date.
 
19.      "Proved Reserves" means "Proved Reserves" as defined in the 
Definitions for Oil and Gas Reserves promulgated by the Society of Petroleum 
Engineers (or any generally recognized successor) as in effect at the time in 
question.
 
20.      "PV-10 Value" means the present value, discounted at 10% per annum, 
of the future net cash flows attributable to the Corporation's and its 
subsidiaries' estimated Proved Reserves.  Future cash flows will be 
calculated using  (i) prices based upon the average of the pricing 
assumptions then being utilized by the three largest banks in Houston, Texas, 
actively involved in energy lending, (ii) costs and production taxes derived 
from and consistent with those actually incurred by the Corporation, 
escalated at the same rate, if any, being applied to prices, and (iii) such 
other assumptions as shall be reasonably acceptable to the holders of a 
majority of the Series B Preferred.
 
21.      "Redemption Date" means the date fixed for any redemption of the 
Series B Preferred as provided in Section 5 or 6.
 
22.      "Redemption Price" means, for each share of Preferred Stock on any 
Redemption Date, the Stated Value of such share plus all accrued and unpaid 
dividends on such share to and including such Redemption Date.
 
23.      "Senior Securities" means any class or series of stock issued by the 
Corporation ranking senior to the Series B Preferred with respect to payment 
of dividends, or upon liquidation, dissolution or winding up of the 
Corporation.
 
24.      "Total Consolidated Indebtedness" means without duplication, (a) all 
liabilities of the Corporation and its consolidated subsidiaries for borrowed 
money or for the deferred purchase price of property or services (excluding 
any trade accounts payable and other accrued current liabilities incurred in 
the ordinary course of business), and all liabilities of such persons 
incurred in connection with any letters of credit, bankers' acceptances or 
other similar credit transactions or any agreement to purchase, redeem, 
exchange, convert or otherwise acquire for value any capital stock, or any 
warrants, rights or options to acquire capital stock outstanding, if, and to 
the extent, any of the foregoing would appear as a liability upon a balance 
sheet of such Person prepared in accordance with GAAP, (b) all obligations of 
the Corporation and its consolidated subsidiaries evidenced by bonds, notes, 
debentures or other similar instruments, if, and to the extent, any of the 
foregoing would appear as a liability upon a balance sheet prepared in 
accordance with GAAP, (c) all indebtedness of the Corporation and its 
consolidated subsidiaries created or arising under any conditional sale or 
other title retention agreement with respect to property acquired (even if 
the rights and remedies of the seller or lender under such agreement in the 
event of default are limited to repossession or sale of such property), but 
excluding trade accounts payable arising in the ordinary course of business 
unless and until such accounts payable are outstanding more than 90 days, (d) 
all Capitalized Lease Obligations, (e) all indebtedness referred to in the 
preceding clauses of other Persons, the payment of which is secured by (or 
for which the holder of such indebtedness has an existing right to be secured 
by) any lien upon property (including, without limitation, accounts and 
contract rights) owned by the Corporation or its subsidiaries (the amount of 
such obligation being deemed to be the lesser of the value of such property 
or the amount of the obligation so secured), (f) all guarantees by the 
Corporation and its subsidiaries of indebtedness referred to in this 
definition, and (g) to the extent not otherwise included in Adjusted Current 
Liabilities or any of the foregoing clauses of this definition of Total 
Consolidated Indebtedness, all amounts (including damages, fines, penalties, 
and interest thereon) owed by the Corporation and its subsidiaries pursuant 
to a final, non-appealable judgment rendered by a court or other governmental 
body.  Notwithstanding the foregoing, amounts accrued to redeem Series B 
Preferred or representing dividends or other amounts payable on or with 
respect to the Series B Preferred shall not be deemed Total Consolidated 
Indebtedness.
<PAGE>  
25.      "Total Proved Coverage" means, on any Calculation Date, (i) the PV-10 
Value plus the lesser of (a) Adjusted Net Working Capital (or minus such 
amount if negative) or (b) the total of all items which would appear as cash 
and cash equivalents upon a balance sheet of the Corporation or its 
consolidated subsidiaries prepared in accordance with GAAP plus (only to the 
extent not already included in cash and cash equivalents under this clause 
(b)) all amounts in escrow or on deposit that are transferred by the 
Corporation in connection with an impending acquisition, divided by (ii) the 
sum of (x) Total Consolidated Indebtedness plus (y) the Preferred Stock 
Redemption Value on such date.
 
26.      Section Dividends and Distributions.  
 
(a)      The Series B Preferred shall rank prior to the Junior Securities with 
respect to dividends.  The holders of shares of the Series B Preferred shall 
be entitled to receive, when, as and if declared by the Board of Directors, 
as legally available, cumulative dividends.  The rate of dividends per share 
shall be expressed as a percentage of the Stated Value in effect at the 
relevant time ("Dividend Rate") and shall initially be 10% per annum; 
provided, however, that the Dividend Rate shall be reset as of each 
Calculation Date as follows:  (i) if the Total Proved Coverage on such 
Calculation Date is 1.5 or greater, then the Dividend Rate for the period 
commencing on such Calculation Date and ending on the day immediately prior 
to the next succeeding Calculation Date shall be 10% per annum; but (ii) if 
the Total Proved Coverage on such Calculation Date is less than 1.5, then the 
Dividend Rate for the period commencing on such Calculation Date and ending 
on the day immediately before the next Calculation Date shall be 13% per 
annum.  However, if on any Calculation Date (following the first Calculation 
Date) (the "Measuring Date") it is the case that (a) the Dividend Rate was at 
least 13% on the day before such Measuring Date, and (b) the Total Proved 
Coverage is less than 1.5 on the Measuring Date, and (c) the Total Proved 
Coverage was less than 1.5 on the most immediately preceding Calculation Date 
that also is at least 180 days prior to the Measuring Date, then the Dividend 
Rate for the period commencing on the Measuring Date and ending on the day 
immediately before the next Calculation Date shall be 16% per annum.  Such 
dividends on shares of Series B Preferred shall be cumulative from the date 
such shares are issued, whether or not in any period  the Corporation shall 
be legally permitted to make the payment of such dividends and whether or not 
such dividends are declared, and shall be payable when, as and if declared by 
the Board of Directors in cash on each January 1, April 1, July 1, and 
October 1, in each year, except that if any such date is not a Business Day 
then such dividends shall be payable on the next succeeding Business Day (as 
applicable, each a "Dividend Payment Date").  Subject to the last sentence of 
this subsection (a), cash dividends shall accrue and be payable at the 
Dividend Rate in effect as of the immediately preceding Calculation Date.  
Cumulative dividends shall at all times accrue at a compounded rate equal to 
the Dividend Rate and shall accrue from and including the date of issuance of 
such shares to and including a Dividend Payment Date.  Such dividends shall 
accrue whether or not there shall be (at the time such dividend becomes 
payable or at any other time) profits, surplus or other funds of the 
Corporation legally available for the payment of dividends.

(b)      Dividends shall be calculated on the basis of the time elapsed from 
and including the date of issuance of such shares to and including the 
Dividend Payment Date or on any final distribution date relating to 
conversion or redemption or to a dissolution, liquidation or winding up of 
the Corporation.  Dividends payable on the shares of Series B Preferred for 
any period of less than a full calendar year shall be prorated for the 
partial year on the basis of a 360-day year.
 
(c)      To the extent dividends are not paid on a Dividend Payment Date, all 
dividends which shall have accrued on each share of Series B Preferred 
outstanding as of such Dividend Payment Date shall, for purposes of 
calculating dividends thereon, be added to the Stated Value of such share of 
Series B Preferred and shall remain a part thereof until paid, and dividends 
shall accrue at the Dividend Rate and be paid on such share of Series B 
Preferred on the basis of the Stated Value, as so adjusted.  No interest, or 
sum of money in lieu of interest, shall be payable in respect of any dividend 
payment or payments on the Series B Preferred which are in arrears.
<PAGE>  
(d)      Dividends payable on each Dividend Payment Date shall be paid to 
record holders of the shares of Series B Preferred as they appear on the 
books of the Corporation at the close of business on the tenth Business Day 
immediately preceding the respective Dividend Payment Date or on such other 
record date as may be fixed by the Board of Directors of the Corporation in 
advance of a Dividend Payment Date, provided that no such record date shall 
be less than ten nor more than sixty calendar days preceding such Dividend 
Payment Date.  Dividends in arrears may be declared and paid at any time to 
holders of record on a date not more than 60 days preceding the payment date 
as may be fixed by the Board of Directors.  Dividends paid on shares of 
Series B Preferred in an amount less than the total amount of such dividends 
at the time payable shall be allocated pro rata on a share by share basis 
among all shares outstanding.
 
(e)      So long as any shares of Series B Preferred are outstanding, no 
dividend or other distribution, whether in liquidation or otherwise, shall be 
declared or paid, or set apart for payment on or in respect of, any Junior 
Securities, nor shall any Junior Securities be redeemed, purchased or 
otherwise acquired for any consideration (or any money be paid to a sinking 
fund or otherwise set apart for the purchase or redemption of any such Junior 
Securities), without the prior consent of the holders of a majority of the 
outstanding shares of Series B Preferred voting together as a separate class.

27.      Section Liquidation Preference.
 
(a)      In the event of any liquidation, dissolution or winding up of the 
Corporation (in connection with the bankruptcy or insolvency of the 
Corporation or otherwise), whether voluntary or involuntary, before any 
payment or distribution of the assets of the Corporation (whether capital or 
surplus) shall be made to or set apart for the holders of shares of any 
Junior Securities, the holders of the shares of Series B Preferred shall be 
entitled to receive an amount per share equal to the Stated Value per share 
held by them, plus all accrued and unpaid dividends on each share.  To the 
extent the available assets are insufficient to fully satisfy such amounts, 
then the holders of the Series B Preferred shall share ratably in such 
distribution in the proportion that each holder's shares bears to the total 
number of shares of Series B Preferred outstanding.  No further payment on 
account of any such liquidation, dissolution or winding up of the Corporation 
shall be paid to the holders of the shares of Series B Preferred or the 
holders of any Parity Securities unless there shall be paid at the same time 
to the holders of the shares of Series B Preferred and the holders of any 
Parity Securities proportionate amounts determined ratably in proportion to 
the full amounts to which the holders of all outstanding shares of Series B 
Preferred and the holders of all such outstanding Parity Securities are 
respectively entitled with respect to such distribution.  For purposes of 
this Section 4, a consolidation or merger of the Corporation with one or more 
partnerships, corporations or other entities or a sale, lease, exchange or 
transfer of all or any substantial part of the Corporation's assets for cash, 
securities or other property shall be deemed to be a liquidation, dissolution 
or winding-up of the Corporation, whether voluntary or involuntary.

(b)      After the payment of the full amount to the holders of Series B 
Preferred pursuant to the preceding paragraph , and subject to the rights of 
holders of Junior Securities other than the Common Stock, the holders of 
Common Stock shall share ratably in the distribution of the remaining 
available assets of the Corporation, in the proportion that each holder's 
shares of Common Stock bears to the total number of shares of Common Stock of 
the Corporation outstanding.
 
(c)      Written notice of any liquidation, dissolution or winding up of the 
Corporation, stating the payment date or dates when and the place or places 
where the amounts distributable in such circumstances shall be payable, shall 
be given by first class mail, postage prepaid, not less than fifteen days 
prior to any payment date stated therein, to the holders of record of the 
shares of Series B Preferred at their respective addresses as the same shall 
appear in the records of the Corporation.
 
28.      Section Optional Redemption by the Corporation.  The outstanding 
shares of Series B Preferred are subject to redemption in accordance with the 
following provisions:
<PAGE>  
(a)      Subject to the terms hereof, the Corporation may at its option elect 
to redeem the outstanding shares of Series B Preferred in multiples of not 
less than One Million Dollars ($1,000,000), until such time as the cumulative 
amount redeemed under this Section 5(a) is Twenty-Five Million Dollars 
($25,000,000); thereafter, any redemption under this Section 5 at the 
election of the Corporation must be of all shares of Series B Preferred then 
outstanding.  The number of shares redeemed under this Section 5 shall be 
allocated among the holders of Series B Preferred according to, as measured 
on the date of the notice required by Section 5(c) below, the relative number 
of shares owned by each holder as compared to the total number of issued and 
outstanding shares of Series B Preferred.
 
(b)      The redemption price per share for Series B Preferred redeemed on any 
optional Redemption Date shall be the Redemption Price.  Subject to Section 
5(c) hereof, the aggregate Redemption Price on all shares shall be paid in 
cash from any source of funds legally available therefor.
 
(c)      Not less than thirty nor more than sixty days prior to the Redemption 
Date fixed for any redemption of any shares of Series B Preferred under this 
Section 5, a notice specifying the Redemption Date and place of such 
redemption shall be given by first class mail, postage prepaid, to the 
holders of record of the shares of Series B Preferred to be redeemed at their 
respective addresses as the same shall appear on the books of the 
Corporation, calling upon each such holder of record to surrender to the 
Corporation on the Redemption Date at the place designated in such notice the 
holder's certificate or certificates representing the number of shares of 
Series B Preferred designated for redemption from such holder.  On or after 
the Redemption Date, each holder of shares of Series B Preferred called for 
redemption shall surrender his certificate or certificates for such shares to 
the Corporation at the place designated in the redemption notice and shall 
thereupon be entitled to receive payment of the aggregate Redemption Price 
for such shares.  From and after the Redemption Date, unless there shall have 
been a default in payment of the Redemption Price, all rights of the shares 
of Series B Preferred designated for redemption (except the right to receive 
the Redemption Price without interest upon surrender of the related 
certificate or certificates) shall cease with respect to such shares, and 
such shares shall not thereafter be transferred on the books of the 
Corporation or be deemed to be outstanding for any purpose whatsoever.

29.      Section Mandatory Redemption; Put Right.
 
     (a)     As soon as possible following (i) the fifth anniversary of the 
Original Issue Date, or (ii) a Change of Control, the Corporation shall 
redeem each Series B Preferred share for cash for the Redemption Price.

     (b)     Following the closing of a Qualified Public Offering, the 
Corporation shall redeem for cash, in the manner provided for in subsection 
(c), a number of shares of Series B Preferred calculated by dividing the 
Excess Offering Proceeds by the Redemption Price at such time.  If the number 
of shares of Series B Preferred which the Corporation is able to purchase 
with the Excess Offering Proceeds is less than the aggregate number of shares 
then outstanding, the Corporation shall redeem shares from each holder of 
Series B Preferred pro rata based on the number of shares of Series B 
Preferred owned by such holder.  In either case, the price paid for each 
share redeemed under this subsection (b) shall be the Redemption Price.

     (c)     Not less than thirty nor more than sixty days prior to the 
Redemption Date fixed for any redemption of any shares of Series B Preferred 
under Section 6(a) or (b) (or, if no date can be pre-determined, then not 
later than five days following the consummation of a Qualified Public 
Offering or Change of Control), a notice specifying the mandatory Redemption 
Date and  place of such redemption shall be given by first class mail, 
postage prepaid, to the holders of record of the shares of Series B Preferred 
at their respective addresses as the same shall appear on the books of the 
Corporation, calling upon each such holder of record to surrender to the 
Corporation on the mandatory Redemption Date at the place designated in such 
notice the holder's certificate or certificates representing the number of 
shares of Series B Preferred owned by such holder and being redeemed on such 
mandatory Redemption Date.  On or after the mandatory Redemption Date, each 
holder of shares of Series B Preferred shall surrender his certificate or 
certificates for such shares to the Corporation at the place and amount 
designated in the redemption notice and shall thereupon be entitled to 
receive payment of the aggregate Redemption Price for such shares.  From and 
after the mandatory Redemption Date, unless there shall have been a default 
in payment of the Redemption Price, all rights of the shares of Series B 
Preferred being redeemed (except the right to receive the Redemption Price 
without interest upon surrender of the related certificate or certificates) 
shall cease, and such shares shall not thereafter be transferred on the books 
of the Corporation or be deemed to be outstanding for any purpose whatsoever.
<PAGE> 
     (d)     If, at any time after the third anniversary of the Original 
Issue Date, the Company fails to fully make a then-current dividend payment 
(not including amounts representing accrued and unpaid dividends  up to the 
third anniversary of the Original Issue Date) at the end of any calendar 
quarter, then the holders of shares of Series B Preferred (as approved by the 
holders of at least two-thirds of the outstanding shares of Series B 
Preferred), shall have the option to require the Corporation to redeem each 
outstanding share of Series B Preferred for cash at the Redemption Price.  In 
the event such option is exercised, all holders of Series B Preferred shall 
deliver the certificates representing the shares of Series B Preferred to the 
Corporation and a notice of the election of the holders to have all of such 
shares redeemed.  Upon receipt of such certificate and notice, the 
Corporation shall, subject to any applicable restrictions of law or 
regulations, promptly redeem the shares for which such holders have elected 
to be redeemed and pay to or on the order of such holders in immediately 
available funds the full Redemption Price for each share of Series B 
Preferred then outstanding.

     (e)     In connection with a redemption under Section 6(a) or (d), if 
the Corporation has insufficient funds (whether by legal prohibition or 
otherwise) to initially redeem all shares required to be redeemed thereunder, 
then the Corporation shall from time to time whenever possible use the 
maximum amount of funds available (until all shares of Series B Preferred are 
redeemed), and in each partial redemption the number of shares redeemed and 
the redemption price therefor shall be allocated according to the relative 
number of Series B Preferred shares owned by each holder as compared to the 
total number of shares of Series B Preferred outstanding at such time.

30.      Section Reacquired Shares.  Any shares of Series B Preferred 
repurchased, redeemed, converted or otherwise acquired by the Corporation 
shall be retired and canceled promptly after the acquisition thereof.  All 
such shares shall upon their cancellation become authorized but unissued 
shares of Preferred Stock, without designation as to series, and may 
thereafter be reissued.
 
31.      Section Voting Rights.
 
(a)      Except as otherwise provided in this Section 8 or required by law or 
any provision of the Articles of Incorporation of the Corporation, the shares 
of Series B Preferred shall not confer any voting rights.

(b)      For so long as any shares of Series B Preferred remain issued and 
outstanding, the Corporation shall not, without the affirmative vote or 
consent of the holders of a majority of the shares of Series B Preferred then 
outstanding, voting together as a separate class:  (i) authorize, create or 
issue, or increase the authorized or issued amount of, any class or series of 
capital stock, or any security convertible into or exchangeable for shares of 
capital stock or reclassify or modify any Junior Securities so as to become 
Parity Securities or Senior Securities; (ii) amend, repeal or change any of 
the provisions of the Articles of Incorporation of the Corporation (including 
the Certificate of Designations relating to the Series B Preferred); (iii) 
authorize or take any action resulting in the merger, reorganization, change 
of control, conversion, or sale of all or substantially all of the assets of 
the Corporation; (iv) redeem, repurchase or otherwise reacquire any shares of 
a class or series of Junior Securities or Parity Securities (other than 
redemptions from employees of the Corporation in connection with their 
employment termination); (v) authorize or take any action resulting in a 
transaction between the Corporation and one of its affiliates (other than a 
wholly-owned subsidiary), unless on terms no less favorable than would have 
been available with either a less than wholly-owned subsidiary of the 
Corporation or an independent third party; or (vi) increase or decrease the 
size of the Board of Directors.
 
32.      Section Record Holders.  The Corporation may deem and treat the 
record holder of any shares of Series B Preferred as the true and lawful 
owner thereof for all purposes, and the Corporation shall not be affected by 
any notice to the contrary.
 
33.      Section Notice.  Except as may otherwise be provided by law or 
provided for herein, all notices referred to herein shall be in writing, and 
all notices hereunder shall be deemed to have been given upon receipt upon 
the earlier of receipt of such notice or three Business Days after the 
mailing of such notices sent by Registered Mail (unless first-class mail 
shall be specifically permitted for such notice under the terms hereof) with 
postage prepaid, addressed:  If to the Corporation, to its principal 
executive offices (Attention: Corporate Secretary) or to any agent of the 
Corporation designated as permitted hereby; or if to a holder of the Series B 
Preferred, to such holder at the address of such holder of the Series B 
Preferred as listed in the stock record books of the Corporation, or to such 
other address as the Corporation or holder, as the case may be, shall have 
designated by notice similarly given.
<PAGE>  
34.      Section Successors and Transferees.  The provisions applicable to 
shares of Series B Preferred shall bind and inure to the benefit of and be 
enforceable by the Corporation, the respective successors to the Corporation, 
and by any record holder of shares of Series B Preferred.
 
35.      Section Denial of Preemptive Rights.  The Series B Preferred is not 
entitled to any preemptive or subscription right in respect of any securities 
of the Corporation.
 


     RESOLVED FURTHER, that the appropriate officers of the Corporation be, 
and they are hereby, authorized and directed from time to time to execute 
such certificates, instruments or other documents and do all such things as 
may be necessary or advisable in their discretion in order to carry out the 
terms hereof, including the filing with the Secretary of State for the State 
of Texas of a copy of the foregoing resolution executed by an officer of the 
Corporation.


                                                 Dated: May 14, 1999
                                                BARGO ENERGY COMPANY


                                                By:  /s/ Tim J. Goff        
                                                Name: Tim J. Goff     
                                                Title: President    
<PAGE>

                               EXHIBIT 10.01

                          SECOND AMENDED AND RESTATED
                            SHAREHOLDERS' AGREEMENT

     THIS SECOND AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this 
"Agreement") is made and entered into this 14th day of May, 1999, by and 
among Bargo Energy Company, a Texas corporation ("Company"), 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"), Bargo Energy Resources, Ltd., a Texas limited partnership 
("Resources"), TJG Investments, Inc., a Texas corporation ("TJG"), Bargo 
Energy Company, a Texas general partnership ("BEC"), Tim J. Goff ("Goff"), 
Thomas Barrow ("Barrow"), James E. Sowell ("Sowell"), Bargo Operating 
Company, Inc., a Texas corporation ("Operating"), EnCap Energy Capital Fund 
III-B, L.P., a Texas limited partnership ("EnCap III-B"), BOCP Energy 
Partners, L.P., a Texas limited partnership ("BOCP"), EnCap Energy Capital 
Fund III, L.P., a Texas limited partnership ("EnCap III"), Kayne Anderson 
Energy Fund, L.P., a Delaware limited partnership ("Kayne"), BancAmerica 
Capital Investors SBIC I, L.P., a Delaware limited partnership ("BACI"), Eos 
Partners, L.P., a Delaware limited partnership ("Eos Partners"), Eos Partners 
SBIC, L.P., a Delaware limited partnership ("Eos SBIC"), Eos Partners SBIC 
II, L.P., a Delaware limited partnership ("Eos SBIC II" and together with Eos 
Partners and Eos SBIC, collectively referred to as "EOS"), and SGC Partners 
II LLC, a Delaware limited liability company ("SGCP").

RECITALS:

     A.     Company (as successor by merger to Future Petroleum Corporation, 
a Utah corporation), Price, Reynolds, Energy PLC, EnCap LP, Resources, TJG, 
BEC, Goff, Barrow, Sowell and Operating are currently parties to that certain 
Amended and Restated Shareholder's Agreement dated December 15, 1998 
("Original Agreement"), pursuant to which such parties agreed, among other 
things, to vote their shares in favor of the election of the Designated 
Nominees (as defined by and more specifically provided in the Original 
Agreement) named from time to time by the parties, including the designation 
by Energy PLC and EnCap LP of two of the seven directors on Company's Board.

     B.     EnCap III-B, Energy PLC, BOCP, EnCap III, Kayne, BACI, EOS and 
SGCP (the "Investors") are parties, along with Company, to that certain Stock 
Purchase Agreement dated May 14, 1999 ("Purchase Agreement"), pursuant to 
which the Investors will be issued shares of  Company's common stock, $0.01 
par value ("Common Stock") and  Company's Cumulative Redeemable Preferred 
Stock, Series B (the "Preferred Shares").

     C.     The parties hereto deem it in their mutual best interests to make 
the agreements contained herein, including providing Company Board of 
Directors representation to those Investors making their initial investment 
in Company.

<PAGE>
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, amend and restate the Original Agreement to read in its entirety as 
follows:

Section 1.     DEFINITIONS.

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

     "Affiliate" shall mean, with respect to any person, (i) any person 
directly or indirectly controlling, controlled by or under common 
control with, such other person, or (ii) any account over which such 
person has management authority in such a manner that the person has 
the power to control the voting and disposition of the securities in 
such account.  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 have meanings correlative to 
the foregoing.

     "Bargo Group" shall mean TJG, BEC, Resources, Operating, Goff, 
Barrow and Sowell and any transferee of a member of the Bargo Group 
that executes or is required to execute an Addendum Agreement.

     "Designated Nominee" shall mean a person designated as a nominee 
for election to Company's Board of Directors pursuant to this 
Agreement.

     "EnCap" shall mean EnCap LP, Energy PLC, EnCap III-B, BOCP, EnCap 
III and any transferee of a member of EnCap that executes or is 
required to execute an Addendum Agreement.

     "Exempt Transfer" shall mean any sale, disposition or transfer 
effected (i) through a registration 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, provided that such sale does not 
involve a sale of Stock to any person who has beneficial ownership of, 
or who is a member of a "group," as defined under Section 13(d) and 
corresponding rules of the Securities Exchange Act of 1934, as amended 
(the "Exchange Act"), which has beneficial ownership of, more than 5% 
of the outstanding Common Stock, (iii) transfers by a Shareholder to 
any person who is a partner or equity holder of such 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 this clause (iii) shall be an Exempt Transfer unless the 
transferee agrees in writing to be bound by this Agreement and executes 
an Addendum Agreement hereto, (iv) by any member of the Bargo Group to 
any person who as of the date hereof is an employee of the Company, or 
(v) any bona fide charge, pledge or mortgage by any Shareholder of any 
shares of Stock or Preferred Shares owned or held by it or its rights 
under this Agreement, provided that any disposition of any such shares 
of Stock or Preferred Shares 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 Company and the other Shareholders.
<PAGE>
     "Investor Group" shall mean the Investors and any transferee of an 
Investor that executes or is required to execute an Addendum Agreement.

     "Investors" has the meaning provided in the Recitals hereto.

     "Market Price" shall mean the average closing prices of the Common 
Stock for the ten trading days preceding an Offering Notice under 
Section 4(e) 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.

     "Original Agreement" has the meaning provided in the Recitals 
hereto.

     "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.

     "Proportionate Share" shall mean the number of shares of Stock 
equal to the product of: (i) the total number of Remaining Subject 
Shares which a proposed transferee has offered to purchase, multiplied 
by (ii) the fraction equal to the total number of shares of Stock which 
a Tag Along Shareholder or Drag Along Shareholder, as the case may be, 
owns, divided by the aggregate number of shares of Stock then 
outstanding.

     "Purchase Price" shall mean, 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 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 
property, 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 or 
Selling Preferred Shareholder (both 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 Selling 
Preferred Shareholder, as applicable) or who has the right to purchase 
a portion of such shares under this Agreement) but only if all of such 
Board members agree to accept the assignment to make such 
determination.
<PAGE>
     "Same Group Shareholders" shall mean with respect to any Selling 
Shareholder, those other members, if any, of the same Shareholder Group 
of which such Selling Shareholder is a member.

     "Shareholder Group" shall mean the Bargo Group, the Investor Group 
or the Price Group, as applicable.

     "Shareholders" shall mean the parties to this Agreement and any 
person who executes or is required to execute an Addendum Agreement 
(attached hereto as Exhibit "A").

     "Stock" shall mean all shares of Common Stock owned or to be owned 
by the Shareholders, whether issued and outstanding at the time of the 
execution of this Agreement or issued subsequent thereto.

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

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

Section 2.     Agreement Regarding Board Representation and Option Plan. 

     (a)     For so long as any of the Preferred Shares remain outstanding: 
each of (i) EOS and SGCP (jointly), (ii) Kayne and (iii) BACI (or the 
successor or transferee of any such party), shall be entitled to name one (1) 
Designated Nominee for Class III of Company's Board of Directors; the Bargo 
Group (including successors and transferees of its members) shall be entitled 
to name two (2) Designated Nominees for Class II of Company's Board of 
Directors; and EnCap (including successors and transferees of its members) 
shall be entitled to name two (2) Designated Nominees for Class I of 
Company's Board of Directors.  In the event no Preferred Shares are 
outstanding, then for so long as the Investors shall beneficially own in the 
aggregate at least 20% of the issued and outstanding shares of capital stock 
of Company (excluding any shares held by the Bargo Group), on a fully-diluted 
basis reflecting all shares issuable upon the exercise of all outstanding 
rights to acquire shares of  Company's capital stock, then the three members 
of the Investors owning the most shares of Common Stock shall be entitled 
from time to time to name (determined by any two of such three parties) the 
smallest whole number of Designated Nominees necessary to constitute at least 
40% of the total members of Company'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 Exchange Act).

     Notwithstanding the foregoing provisions of this Section 2(a), at the 
earlier of (i) two years following the final redemption of all Preferred 
Shares and (ii) 6 years following the date hereof, the Shareholders shall 
regain the rights regarding Designated Nominees provided by the first 
sentence of this Section 2(a), unless at such time the aggregate market value 
of the Common Stock, that is held by non-affiliates (excluding, without 
limitation, the Shareholders) and included for listing by The Nasdaq Stock 
Market or the New York Stock Exchange, is at least $100,000,000.
<PAGE>
     (b)     Each Shareholder agrees (i) to use its reasonable best efforts 
to cause Company's Board of Directors to be composed of seven  members, (ii) 
to use its reasonable best efforts to cause Company to nominate or cause to 
be nominated to Company's Board of Directors all Designated Nominees 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 to 
Company's Board of Directors. 

     (c)     In the event of the death, incapacity, resignation or removal of 
a Designated Nominee preventing his or her serving on Company's Board of 
Directors, each Shareholder will promptly cause the election or appointment 
of another Designated Nominee of such Shareholder or Shareholder Group, as 
applicable, 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 Company.  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 Company, 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 Company's Board of Directors.

     (e)     Each Shareholder agrees to vote all Voting Securities 
beneficially owned by such Shareholder for approval of Company's 1999 Stock 
Incentive Plan contemplated by the Purchase Agreement.  In addition, for so 
long as Tim Goff serves as Chief Executive Officer of Company, each 
Shareholder will cause its Designated Nominee(s) to approve and authorize the 
grant of stock option awards as recommended by Mr. Goff pursuant to Section 
1.2(a) of Company's 1999 Stock Incentive Plan.

     (f)     For so long as SGCP owns any shares of Series B Preferred, 
Company shall invite a representative designated by SGCP to attend all 
meetings of Company's Board of Directors in a non-voting capacity and, in 
this respect, shall give such representative copies of all notices, minutes, 
consents and other materials that Company provides to its directors; 
provided, however, that such SGCP representative shall hold in confidence and 
trust, and to act in a fiduciary manner regarding, all information so 
provided by Company; and provided further, that Company reserves the right to 
exclude such SGCP representative from any meeting or portion thereof at which 
attendance by such representative could adversely affect the attorney-client 
privilege between Company and its legal counsel.

Section 3.     GENERAL RESTRICTIONS ON TRANSFER.

     The Shareholders agree that, other than an Exempt Transfer, they will 
not in any way sell, transfer, assign or otherwise dispose of any shares of 
Stock, or any right or interest therein, whether voluntarily or involuntarily 
or by operation of law (each of the foregoing transactions is hereinafter 
referred to as a "Disposition"), except in accordance with the terms of this 
Agreement.  Aside from an Exempt Transfer, any purported Disposition in 
violation of any provision of this Agreement will be void and will not 
operate to transfer any interest or title in such shares to the purported 
transferee, and will give the other Shareholders an option and preferential 
right to purchase such shares in the manner and on the terms and conditions 
provided in this Agreement.
<PAGE>
Section 4.     RIGHT OF FIRST REFUSAL; TAG-ALONG RIGHTS; AND DRAG-ALONG 
RIGHTS.

     (a)     If any Shareholder desires to make a Disposition of any shares 
of Stock owned or held by it pursuant to a bona fide offer (other than in an 
Exempt Transfer or pursuant to Section 4(e) hereof), such Shareholder (for 
purposes of this Section 4, a "Selling Shareholder") shall offer such shares 
(the shares of Stock proposed to be transferred being called the "Subject 
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 to sell the Subject 
Shares to the Shareholders pursuant to this Agreement, indicating the 
number of Subject Shares and the proposed Purchase Price.  Once the 
Offering Notice is delivered, the offer by the Selling Shareholder may 
not be withdrawn prior to the expiration of the options of the other 
Shareholders, as provided in this Section 4.  Within 15 days from the 
receipt of such Offering Notice, the Same Group Shareholders of the 
Selling Shareholder may deliver to the Selling Shareholder written 
notice accepting the offer in the Offering Notice ("Reply Notice"), 
pursuant to which each such Same Group Shareholder may purchase no more 
than the number of shares equal to the product of: (A) the total number 
of Subject Shares, multiplied by (B) the fraction equal to the total 
number of shares of Stock owned by such Same Group Shareholder, divided 
by the aggregate number of shares of Stock owned by all Same Group 
Shareholders.  If the Selling Shareholder's Same Group Shareholders do 
not timely elect to exercise their option to purchase all of the 
Subject Shares, then all the other Shareholders outside of such group 
may, within the subsequent 15 days, deliver a Reply Notice, pursuant to 
which each such other Shareholder may purchase no more than the number 
of shares equal to the product of: (A) the total number of Subject 
Shares remaining available for purchase, multiplied by (B) the fraction 
equal to the total number of shares of Stock owned by such other 
Shareholder, divided by the aggregate number of shares of Stock owned 
by all other Shareholders (who are not members of the Selling 
Shareholder's Shareholder Group).  Any such Reply Notice shall 
constitute an agreement binding upon the Selling Shareholder and the 
Shareholders delivering the Reply Notice to sell and purchase the 
stated portion of the Subject Shares at the Purchase Price.

     (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.
<PAGE>
     (b)     If the Shareholders do not elect to purchase all of the Subject 
Shares (such Subject Shares not being purchased are referred to herein as the 
"Remaining Subject Shares"), then the Selling Shareholder shall cause the 
proposed transferee (the "Proposed Purchaser") to offer in writing (a "Sale 
Notice"), not less than 30 nor more than 120 days prior to the consummation 
of any proposed Disposition, to the Shareholders other than the Selling 
Shareholder (the "Tag Along Shareholders") to purchase a Proportionate Share 
of the shares held by each Tag Along Shareholder.  The Sale Notice shall set 
forth:  (i) the name of the Selling Shareholder 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 4(b) and has agreed to purchase shares of Stock owned by any 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 Proposed Purchaser and Selling Shareholder (the "Tag Along Notice") 
within 30 days following its receipt of the Sale Notice.  The Tag Along 
Notice shall state the amount of shares of Stock (the "Tag Along Shares") 
that such Tag Along Shareholder proposes to include in such transfer to the 
Proposed Purchaser.  To the extent that a Tag Along Shareholder accepts such 
tag along offer, the number of shares of Stock to be sold to the Proposed 
Purchaser by the Selling Shareholder shall be reduced to the extent necessary 
to comply with this Section 4(b).  In the event that the Proposed Purchaser 
does not purchase all 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 (as adjusted hereunder) or at such other time as such 
Tag Along Shareholders and the Proposed Purchaser shall agree. 

     (c)     In the event that (i) any Tag Along Shareholder elects not to 
exercise his/its tag-along rights described in Section 4(b) (a "Drag Along 
Shareholder"), and (ii) the total shares sought to be purchased by the 
Proposed Purchaser constitute at least 50% of the shares of Common Stock 
outstanding on the date of the Sale Notice, and (iii) Company's Board of 
Directors approves such transaction, then each Selling Shareholder shall have 
the right (a "Drag Along Right"), beginning on the date that is the first day 
after such tag-along right has either expired or been rejected and ending 20 
days thereafter, to require each Drag Along Owner to sell a Proportionate 
Share owned by such Drag Along Owner to the Proposed Purchaser.  All such 
sales shall be on the same terms and conditions as, and occur simultaneously 
with, the sale of shares to such Proposed Purchaser by such Selling 
Shareholder.

     (d)     If the other Shareholders do not elect to purchase all Subject 
Shares, the Selling Shareholder shall, subject to Sections 4(b) and 4(c) 
hereof, be freed and discharged, except as herein stated, from all 
obligations under the terms of this Agreement other than to sell the 
remaining Subject Shares to the purchaser and at the price and upon the terms 
stated in the Offering Notice, but only if such sale shall be completed 
within a period of 90 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  90 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 Stock owned by the Selling Shareholder.
<PAGE>
     (e)     Upon any involuntary Disposition of a Shareholder's shares of 
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 to the other Shareholders, all in accordance with the following 
provisions of this Section 4(e).  As used in this Section 4(e), 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 
Stock pursuant to paragraph (i) of this Section 4(e), 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(e), 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 Stock owned by 
the Selling Shareholder.

     (f)     If any Shareholder desires to make a Disposition of any 
Preferred Shares 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(f), a "Selling Preferred Shareholder") shall offer such shares (the 
Preferred Shares proposed to be transferred being called the "Subject 
Preferred Shares") for sale at the Purchase Price to the other Shareholders 
who then own Preferred Shares ("Preferred Shareholders"), all in accordance 
with the following provisions of this Section 4(f).

     (i)     The Selling Preferred Shareholder shall deliver a written 
notice ("Preferred Stock Offering Notice") to the other Preferred 
Shareholders to sell the Subject Preferred Shares to the Preferred 
Shareholders pursuant to this Agreement, indicating the number of 
Subject Preferred Shares and the proposed Purchase Price.  Once the 
Preferred Stock Offering Notice is delivered, the offer by the Selling 
Preferred Shareholder may not be withdrawn prior to the expiration of 
the options of the other Preferred Shareholders, as provided in this 
Section 4(f).  Within 15 days from the receipt of such Preferred Stock 
Offering Notice, the other Preferred Shareholders may deliver to the 
Selling Preferred Shareholder written notice accepting the offer in the 
Preferred Stock Offering Notice, pursuant to which each such other 
Preferred Shareholder may purchase no more than the number of shares 
equal to the product of: (A) the total number of Subject Preferred 
Shares, multiplied by (B) the fraction equal to the total number of 
Preferred Shares owned by such other Preferred Shareholder, divided by 
the aggregate number of Preferred Shares owned by all other Preferred 
Shareholders.  Any such reply to the Selling Preferred Shareholder 
shall constitute an agreement binding upon the Selling Preferred 
Shareholder and the Preferred Shareholders delivering such reply to 
sell and purchase the stated portion of the Subject Preferred Shares at 
the Purchase Price.
<PAGE>
     (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 Preferred Shareholder or who has 
a right to purchase Preferred Shares from the Selling Preferred 
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.

     If the Preferred Shareholders do not elect to purchase all of the 
Subject Preferred Shares (such Subject Preferred Shares not being purchased 
are referred to herein as the "Remaining Subject Preferred Shares"), then the 
Selling Preferred Shareholder shall cause the proposed transferee (the 
"Proposed Preferred Purchaser") to offer in writing (a "Preferred Sale 
Notice"), not less than 30 nor more than 120 days prior to the consummation 
of any proposed Disposition, to the Preferred Shareholders other than the 
Selling Preferred Shareholder (the "Tag Along Preferred Shareholders") to 
purchase from each Tag Along Preferred Shareholder a number of the Preferred 
Shares held by each Tag Along Preferred Shareholder equal to the product of: 
(i) the total number of Remaining Subject Preferred Shares which a proposed 
transferee has offered to purchase, multiplied by (ii) the fraction equal to 
the total number of Preferred Shares which a Tag Along Preferred Shareholder 
owns, divided by the aggregate number of Preferred Shares then outstanding.  
The Preferred Sale Notice shall set forth:  (i) the name of the Selling 
Preferred Shareholder and the number of Subject Preferred Shares proposed to 
be transferred, (ii) the name and address of the Proposed Preferred 
Purchaser, (iii) the proposed amount and form of consideration and terms and 
conditions of payment offered by such Proposed Preferred Purchaser and (iv) 
that the Proposed Preferred Purchaser has been informed of the tag along 
right provided for in this Section 4(f) and has agreed to purchase Preferred 
Shares  owned by any Tag Along Preferred Shareholder in accordance with the 
terms hereof.  The tag along right may be exercised by any Tag Along 
Preferred Shareholder by delivery of a written notice to the Proposed 
Preferred Purchaser and Selling Preferred Shareholder (the "Preferred Tag 
Along Notice") within 30 days following its receipt of the Preferred Sale 
Notice.  The Preferred Tag Along Notice shall state the amount of Preferred 
Shares (the "Tag Along Preferred Shares") that such Tag Along Preferred 
Shareholder proposes to include in such transfer to the Proposed Preferred 
Purchaser.  To the extent that a Tag Along Preferred Shareholder accepts such 
tag along offer, the number of Preferred Shares to be sold to the Proposed 
Preferred Purchaser by the Selling Preferred Shareholder shall be reduced to 
the extent necessary to comply with this Section 4(f).  In the event that the 
Proposed Preferred Purchaser does not purchase all Tag Along Preferred Shares 
from the Tag Along Preferred Shareholders on the same terms and conditions as 
specified in the Preferred Sale Notice, then the Selling Preferred 
Shareholder shall not be permitted to sell any Subject Preferred Shares to 
the Proposed Preferred Purchaser in the proposed transfer.  The closing of 
any purchase from the Tag Along Preferred Shareholders shall occur 
contemporaneously with the purchase and sale of the Subject Preferred Shares 
(as adjusted hereunder) or at such other time as such Tag Along Preferred 
Shareholders and the Proposed Preferred Purchaser shall agree. 
<PAGE>
     If the other Preferred Shareholders do not elect to purchase all Subject 
Preferred Shares, the Selling Preferred Shareholder shall, subject to the 
other provisions of this Section 4(f), be freed and discharged, except as 
herein stated, from all obligations under the terms of this Agreement other 
than to sell the remaining Subject Preferred Shares to the purchaser and at 
the price and upon the terms stated in the Preferred Offering Notice, but 
only if such sale shall be completed within a period of 90 days from the date 
of delivery of the Preferred Offering Notice to the other Preferred 
Shareholders.  If the Selling Preferred Shareholder does not complete such 
sale within such  90 day period, all the provisions of this Agreement, 
including the provisions of this Section 4(f), shall apply to any future sale 
or offer for sale of such Preferred Shares owned by the Selling Preferred 
Shareholder.

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 Stock and Preferred Shares, as 
set forth opposite its name in the attached Exhibit 5(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, contravene 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.
<PAGE>     
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 supersede 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 Company, Energy PLC, EnCap LP, Carl Price 
and Don Wm. Reynolds, that certain Purchase and Sale Agreement dated November 
25, 1997, by and among Company, Energy PLC, EnCap LP and Gecko Booty 1994 I 
Limited Partnership, and the Original Agreement.  Neither Company nor any 
Shareholder shall be a party to any agreement regarding the voting or 
Disposition of capital stock of Company, as such, unless Company and all such 
Shareholders are also parties to that agreement, except with the written 
consent of Company 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 approved in writing by the members in each 
Shareholder Group owning at least two-thirds of the shares owned by such 
entire group.

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 a member of the Bargo Group, other than Sowell:

                                      c/o Bargo Energy Company
                                      700 Louisiana, Suite 3700
                                      Houston, Texas 77002
                                      Attention:  Tim J. Goff
                                      Fax No.:  713-236-9799
 
If to Sowell:                         James E. Sowell
                                      3131 McKinney Avenue, Suite 200
                                      Dallas, Texas 75204

If to B. Carl Price or Don Wm. Reynolds:

                                      c/o Bargo Energy Company
                                      700 Louisiana, Suite 3700
                                      Houston, Texas 77002
                                      Attention:  Carl Price
                                      Fax No.:  713-236-9799 
<PAGE>
If to EnCap:

                                      c/o EnCap Investments, L.C.
                                      1100 Louisiana, Suite 3150
                                      Houston, Texas  77002
                                      Attention: D. Martin Phillips
                                      Fax No.:  713-659-6130

If to Kayne:

                                      Kayne Anderson Investment Management
                                      1800 Ave. of the Stars, # 1425
                                      Los Angeles, California 90067
                                      Attention:  Robert B. Sinnott
                                      Fax No.: 310-284-6490

If to BACI:

                                      Bank of America Capital Investors
                                      100 North Tryon Street, 25th Floor
                                      Charlotte, North Carolina 28255
                                      Attention:  J. Travis Hain
                                      Fax No.: 704-386-6432

If to EOS:

                                      EOS Partners, L.P.
                                      320 Park Avenue
                                      New York, New York  10022
                                      Attention:  Brian D. Young
                                      Fax No.: 212-832-5815

If to SGCP:

                                      SGC Partners II LLC
                                      c/o SG Capital Partners LLC
                                      1221 Avenue of the Americas, 15th Floor
                                      New York, NY  10020
                                      Attention:  V. Frank Pottow
                                      Fax No.: 212-278-5454

<PAGE>
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 20% (or when, with respect to a Shareholder 
Group, such Shareholder Group owns less than 5% (or when, with respect to a 
Shareholder, such Shareholder owns less than 0.5%) of the issued and 
outstanding shares of Common Stock (and this Agreement shall be terminated 
solely with respect to such Shareholder Group or Shareholder, as applicable, 
but shall remain in effect as to those Shareholder Groups owning 5% (and 
those Shareholders owning 0.5%) or more of the issued and outstanding shares 
of Common Stock)), or (iii) the closing of a public offering of the Common 
Stock, pursuant to an effective registration statement filed with the 
Securities and Exchange Commission, resulting in gross proceeds (before 
deduction of fees and commissions) to the Company of at least $100,000,000.

Section 11.     POWER OF ATTORNEY.

     For the purpose of executing an Addendum Agreement, all the Shareholders 
hereby appoint Company as their agent and attorney to execute such Addendum 
Agreement on their behalf and expressly bind themselves to the Addendum 
Agreement by Company'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 internal laws of the State of 
Texas, without regard to principles of conflicts of law.

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.
<PAGE>
Section 15.     REFERENCES AND CONSTRUCTION.

     (a)     The provisions of Sections 3 and 4 hereof shall not apply to 
transactions between members of the same Shareholder Group.  The parties 
hereto consent to the pledge of shares pursuant to those certain Pledge 
Agreements (stock) by Resources, Energy PLC and EnCap LP, Price, TJG, BEC, 
Goff, Barrow, Sowell and Operating, 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.
     
     (b)     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. 
     
     (c)     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. 

     (d)     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. 
      
     (e)     Words in the singular form shall be construed to include the 
plural and vice versa, unless the context otherwise requires. 
     
     (f)     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.

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

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

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

      (j)     All references herein to "$" or "dollars" shall refer to U.S. 
Dollars.
<PAGE>
Section 16.     LEGENDS.  

     The certificate or certificates representing the Stock 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 Second 
Amended and Restated Shareholders' Agreement, dated as of May 14, 
1999, by and among the Company, and certain stockholders of the 
Company.  A copy of such 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.
<PAGE>


     IN WITNESS WHEREOF, this Second Amended and Restated Shareholder's 
Agreement has been executed as of the date above first written.

                              BARGO ENERGY COMPANY


                              By:   /s/ Tim J. Goff          
                              Name:  Tim J. Goff   
                              Title: President    


                              ENCAP EQUITY 1994 LIMITED PARTNERSHIP
                              By:     EnCap Investments L.C., General Partner


                              By:  /s/ D. Martin Phillips        
                              D. Martin Phillips
                              Managing Director


                              ENERGY CAPITAL INVESTMENT COMPANY PLC


                              By:  Gary R. Petersen        
                              Gary R. Petersen
                              Director


                              TJG INVESTMENTS, INC.


                              By:  /s/ Tim J. Goff        
                              Tim J. Goff
                              President
     

                              BARGO ENERGY COMPANY


                              By:  /s/ Tim J. Goff        
                              Tim J. Goff
                              Manager




                              BARGO ENERGY RESOURCES, LTD.
                              By: Bargo Operating Company, Inc., General 
                              Partner


                              By:  /s/ Tim J. Goff        
                              Tim J. Goff
                              President


                              BARGO OPERATING COMPANY, INC.


                              By:   /s/ Tim J. Goff       
                              Tim J. Goff
                              President


                              /s/ Tim J. Goff     
                              Tim J. Goff


                              /s/ Thomas Barrow     
                              Thomas Barrow


                              /s/ James E. Sowell     
                              James E. Sowell


                              /s/ B. Carl Price     
                              B. Carl Price


                              /s/ Don. Wm. Reynolds     
                              Don Wm. Reynolds


                              ENCAP ENERGY CAPITAL FUND III, L.P.
                              By: EnCap Investments L.C., General Partner


                              By:  /s/ D. Martin Phillips        
                              D. Martin Phillips
                              Managing Director



                              ENCAP ENERGY CAPITAL FUND III-B, L.P.
                              By: EnCap Investments L.C., General Partner


                              By: /s/ D. Martin Phillips         
                              D. Martin Phillips
                              Managing Director


                              BOCP ENERGY PARTNERS, L.P.
                              By: EnCap Investments L.C., Manager


                              By: /s/ D. Martin Phillips         
                              D. Martin Phillips
                              Managing Director


                              EOS PARTNERS, L.P.


                              By: /s/ EOS PARTNERS, L.P.        
                              Name:     
                              Title:     


                              EOS PARTNERS SBIC, L.P.
                              By: Eos SBIC General, L.P., its general partner
                              By: Eos SBIC, Inc., its general partner


                              By: /s/ EOS PARTNERS SBIC, L.P.       
                              Name:     
                              Title:     


                              EOS PARTNERS SBIC II, L.P.
                              By: Eos SBIC General II, L.P., its general 
                              partner
                              By: Eos SBIC II, Inc., its general partner


                              By:  /s/ EOS PARTNERS SBIC II, L.P.        
                              Name:     
                              Title:     



                              SGC PARTNERS II LLC     


                              By:  /s/ V. Frank Pottow          
                              V. Frank Pottow
                              Managing Director


                              BANCAMERICA CAPITAL INVESTORS SBIC I,      
                              L.P.
                              By: BancAmerica Capital Management SBIC I, LLC,
                                  its general partner
                              By: BancAmerica Capital Management I, L.P., 
                                  its sole member
                              By: BACM I GP, LLC, its general partner


                              By:  /s/ J. Travis Hain        
                              J. Travis Hain
                              Managing Director


                              KAYNE ANDERSON ENERGY FUND, L.P.



                              By:  /s/ KAYNE ANDERSON ENERGY FUND, L.P 
                              Name:     
                              Title:     

<PAGE>

                                 EXHIBIT 5(a)



Shareholder                              Number of Shares          Number of
                                          of Stock               Preferred 
Shares
____________________________________________________________________________
B. Carl Price ...........................1,126,869                    0
Don Wm. Reynolds ........................  753,362                    0
Energy Capital Investment Company PLC ...4,241,598                    0
EnCap Equity 1994 Limited Partnership ...2,424,973                    0
TJG Investments, Inc. ...................1,255,000                    0
Bargo Energy Company ....................7,078,333                    0
Tim J. Goff .............................8,406,667                    0
Thomas Barrow ...........................8,666,667                    0
James E. Sowell .........................8,666,666                    0
Bargo Operating Company .................  260,000                    0
Bargo Energy Resources, Ltd. ............4,694,859                    0
EnCap Energy Capital Fund III-B, L.P. ...4,222,999              481,904
BOCP Energy Partners, L.P. ..............1,366,277              155,911
EnCap Energy Capital Fund III, L.P. .....5,583,755              637,185
Kayne Anderson Energy Fund, L.P. ........8,763,162            1,000,000
BancAmerica Capital Investors 
    SBIC I, L.P. .......................13,144,743            1,500,000
Eos Partners, L.P. .....................   328,619               37,500
Eos Partners SBIC, L.P. .................3,417,633              390,000
Eos Partners SBIC II, L.P. ..............  635,329               72,500
SGC Partners II LLC  ....................4,381,581              500,000





                                EXHIBIT A

                           ADDENDUM AGREEMENT

     Addendum Agreement made this ____ day of ________, ____, by and between 
____________________________________________ (the "New Shareholder") and 
Bargo Energy Company, a Texas corporation (the "Company"), and the other 
shareholders (the "Shareholders") of the Company, who are parties to that 
certain Second Amended and Restated Shareholders' Agreement dated May       , 
1999 (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, and Preferred Stock 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 and/or Preferred Stock, as applicable, 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 4(a) 
or 4(f) 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 or Preferred 
Offering Notice, as applicable, was submitted by, or the transaction 
otherwise involves, more than one Selling Shareholder or Selling Preferred 
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.
<PAGE>
                              EXHIBIT 10.2

SECOND AMENDMENT TO
                        REGISTRATION RIGHTS AGREEMENT

     This SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ("Amendment") is 
made and entered into this 14th day of May, 1999, by and among Bargo Energy 
Company, a Texas corporation (the "Company"), Energy Capital Investment Company 
PLC, an English investment company ("Energy PLC"), EnCap Equity 1994 Limited 
Partnership, a Texas limited partnership ("EnCap LP"), EnCap Energy Capital 
Fund III-B, L.P., a Texas limited partnership ("EnCap III-B"), BOCP Energy 
Partners, L.P., a Texas limited partnership ("BOCP"), EnCap Energy Capital Fund 
III, L.P., a Texas limited partnership ("EnCap III"), Kayne Anderson Energy 
Fund, L.P., a Delaware limited partnership ("Kayne"), BancAmerica Capital 
Investors SBIC I, L.P., a Delaware limited partnership ("BACI"), Eos Partners, 
L.P., a Delaware limited partnership ("Eos Partners"), Eos Partners SBIC, L.P., 
a Delaware limited partnership ("Eos SBIC"), Eos Partners SBIC II, L.P., a 
Delaware limited partnership ("Eos SBIC II" and together with Eos Partners and 
Eos SBIC, collectively referred to as "EOS"), and SGC Partners II 
LLC, a Delaware limited liability company ("SGCP"), and evidences the following:

RECITALS:

     A.     The Company (as successor by merger to Future Petroleum Corporation,
a Utah corporation), Energy PLC and EnCap LP entered into a Registration Rights 
Agreement on August 14, 1998, as amended by a First Amendment to Registration 
Rights Agreement dated December 15, 1998 (as amended, the "Agreement"), covering
shares of Common Stock (as defined in the Agreement) issued to Energy PLC and 
EnCap LP;

     B.     Energy PLC, EnCap III-B, BOCP, EnCap III, Kayne, BACI, EOS and SGCP 
(collectively, the "Investors") are parties, along with the Company, to that 
certain Stock Purchase Agreement dated  May 14, 1999 ("Purchase Agreement"), 
pursuant to which the Investors will be issued 43,815,810 shares 
of Common Stock (the "New Common Shares");

     C.     The parties to the Agreement desire to amend the Agreement to cover 
the New Common Shares and to make certain other changes.

                             AGREEMENT:

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

     Section 1.     Amendments to the Agreement.

     (a)     Section 1(a) of the Agreement is amended as follows:

               Clause (i) of the first line in the definition of "Registrable 
Securities" shall be replaced with:

"(i) the Fund I Shares and the New Common Shares and"


     There shall be added to Section 1(a) a definition of "New Common Shares" as
follows:
<PAGE>
" `New Common Shares' shall mean all the shares of Common Stock issued by the 
Company pursuant to that certain Stock Purchase Agreement dated May 14, 1999 by 
and among the Company, Energy Capital Investment Company PLC, an English 
investment company ("Energy PLC"), EnCap Energy Capital Fund III-B, L.P., a 
Texas limited partnership ("EnCap III-B"), BOCP Energy Partners, 
L.P., a Texas limited partnership ("BOCP"), EnCap Energy Capital Fund III, L.P.,
a Texas limited partnership ("EnCap III"), Kayne Anderson Energy Fund, L.P., a 
Delaware limited partnership ("Kayne"), BancAmerica Capital Investors SBIC I, 
L.P., a Delaware limited partnership ("BACI"), Eos Partners, L.P., a Delaware 
limited partnership ("Eos Partners"), Eos Partners SBIC, L.P., a Delaware 
limited partnership ("Eos SBIC"), Eos Partners SBIC II, L.P., a Delaware limited
partnership ("Eos SBIC II" and together with Eos Partners and Eos SBIC, 
collectively referred to as "EOS"), and SGC Partners II LLC, a Delaware limited 
liability company ("SGCP")."

     (b)     In Section 12(e), "If to Energy PLC or EnCap LP:" shall be replaced
with:

"If to Energy PLC, EnCap LP, EnCap III-B, BOCP or EnCap III:"

     (c)     There shall be added to Section 12(e) the following:

"If to Kayne:

                Kayne Anderson Investment Management
                1800 Ave. of the Stars, # 1425
                Los Angeles, California 90067
                Telecopier No.: 310-284-6490
                Attention:  Robert B. Sinnott

If to BACI:

                Bank of America Capital Investors
                100 North Tryon Street, 25th Floor
                Charlotte, North Carolina 28255
                Telecopier No.: 704-386-6432
                Attention:  J. Travis Hain

If to EOS:

                EOS Partners, L.P.
                320 Park Avenue
                New York, New York  10022
                Telecopier No.: 212-832-5815
                Attention:  Brian D. Young

If to SGCP:

                SGC Partners II LLC
                c/o SG Capital Partners, LLC
                1221 Avenue of the Americas, 15th Floor
                New York, NY  10020
                Attention:  V. Frank Pottow
                Fax No.: 212-278-5454"

<PAGE>
     Section 2.     Binding Effect.  Each of EnCap III-B, BOCP, EnCap III, 
Kayne, BACI, EOS and SGCP by execution of this Amendment shall be bound by and 
subject to the terms and conditions of the 
Agreement, as amended by this Amendment.

     Section 3.     No Other Changes.  Except as explicitly amended by this 
Amendment, the terms, conditions, rights and obligations under the Agreement 
shall remain in full force and effect.

     Section 4.     Consents.  The Company represents and warrants that no 
consent, approval, order, or authorization of, or declaration, filing, or 
registration with, any party is required to be obtained or made in connection 
with the execution, delivery, or performance by the Company of the 
Agreement, as amended by this Amendment, or the consummation by it of the 
transactions contemplated hereby or thereby, other than those consents that have
been received by the Company as of the date hereof and requisite filings and 
registrations with, and orders of, the Commission.

     Section 5.     Counterparts.  This Amendment may be executed by the parties
hereto in any number of counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same agreement.

<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of 
the date set forth above.

                              BARGO ENERGY COMPANY


                              By:  /s/ Tim J. Goff        
                              Name: Tim J. Goff    
                              Title: Tim J. Goff    


                              ENCAP EQUITY 1994 LIMITED PARTNERSHIP
                              By:     EnCap Investments L.C., General Partner


                              By: /s/ D. Martin Phillips          
                              D. Martin Phillips
                              Managing Director


                              ENERGY CAPITAL INVESTMENT COMPANY PLC


                              By: /s/ Gary R. Petersen         
                              Gary R. Petersen
                              Director


                              ENCAP ENERGY CAPITAL FUND III, L.P.
                              By: EnCap Investments L.C., General Partner


                              By: /s/ D. Martin Phillips         
                              D. Martin Phillips
                              Managing Director


                              ENCAP ENERGY CAPITAL FUND III-B, L.P.
                              By: EnCap Investments L.C., General Partner


                              By: /s/ D. Martin Phillips         
                              D. Martin Phillips
                              Managing Director

                              BOCP ENERGY PARTNERS, L.P.
                              By: EnCap Investments L.C., Manager


                              By: /s/ D. Martin Phillips         
                              D. Martin Phillips
                              Managing Director


                              EOS PARTNERS, L.P.


                              By: /s/ EOS PARTNERS, L.P.          
                              Name:     
                              Title:     


                              EOS PARTNERS SBIC, L.P.
                              By: Eos SBIC General, L.P., its general partner
                              By: Eos SBIC, Inc., its general partner


                              By: /s/ EOS PARTNERS SBIC, L.P.         
                              Name:     
                              Title:     


                              EOS PARTNERS SBIC II, L.P.
                              By: Eos SBIC General II, L.P., its general partner
                              By: Eos SBIC II, Inc., its general partner


                              By: /s/ EOS PARTNERS SBIC II, L.P. 
                              Name:     
                              Title:     


                              SGC PARTNERS II LLC     


                              By:  /s/ V. Frank Pottow        
                              V. Frank Pottow
                              Managing Director


                              BANCAMERICA CAPITAL INVESTORS SBIC I,    
                              L.P.
                              By: BancAmerica Capital Management SBIC I, LLC,
                                     its general partner
                              By: BancAmerica Capital Management I, L.P., its
                                       its sole member
                              By: BACM I GP, LLC, its general partner


                              By: /s/ J. Travis Hain         
                              J. Travis Hain
                              Managing Director


                              KAYNE ANDERSON ENERGY FUND, L.P.



                              By:  /s/ KAYNE ANDERSON ENERGY FUND, L.P.
      
                              Name:     
                              Title:     

<PAGE>

                                     EXHIBIT 10.3

                            Consent to Amendment to
                          Registration Rights Agreement


     Reference is hereby made to (i) that certain Registration Rights 
Agreement made and entered into as of the 14th day of August, 1998, as amended 
by that certain First Amendment to Registration Rights Agreement made and 
entered into as of the 15th day of December, 1998 by and among Bargo Energy 
Company, a Texas corporation and successor by merger to Future Petroleum 
Corporation, a Utah corporation (the "Company"), Bargo Energy Resources, Ltd., 
a Texas limited partnership, TJG Investments, Inc., a Texas corporation, Bargo 
Energy Company, a Texas general partnership, Tim J. Goff, Thomas Barrow, James 
E. Sowell, and Bargo Operating Company, Inc., a Texas corporation (as amended, 
the "Bargo Registration Rights Agreement"), and (ii) that certain Registration 
Rights Agreement made and entered into as of the 14th day of August, 1998, as 
amended by that certain First Amendment to Registration Rights Agreement made 
and entered into as of the 15th day of December, 1998 by and among the 
Company, Carl Price, Don Wm. Reynolds, Christie Price, Robert Price and 
Charles D. Laudeman (as amended, the "Price Registration Rights Agreement").

RECITALS:

     A.     The Company, Energy Capital Investment Company PLC, an English 
investment company ("Energy PLC"), and EnCap Equity 1994 Limited Partnership, 
a Texas limited partnership ("EnCap LP"), entered into a Registration Rights 
Agreement on August 14, 1998, as amended by a First Amendment to Registration 
Rights Agreement dated December 15, 1998 (as amended, the "EnCap Registration 
Rights Agreement"), covering shares of Common Stock (as defined in the EnCap 
Registration Rights Agreement) issued to Energy PLC and EnCap LP;

     B.     Energy PLC, EnCap Energy Capital Fund III-B, L.P., a Texas limited 
partnership, BOCP Energy Partners, L.P., a Texas limited partnership, EnCap 
Energy Capital Fund III, L.P., a Texas limited partnership, Kayne Anderson 
Energy Fund, L.P., a  Delaware limited partnership, BancAmerica Capital 
Investors SBIC I, L.P., a [*Delaware?*] limited partnership, Eos Partners, 
L.P., a Delaware limited partnership, Eos Partners SBIC, L.P., a Delaware 
limited partnership, Eos Partners SBIC II, L.P., a Delaware limited 
partnership, and SGC Partners II LLC, a Delaware limited liability company 
(collectively, the "Investors") are parties, along with the Company, to that 
certain Stock Purchase Agreement dated  May 14, 1999, pursuant to which the 
Investors will be issued shares of Common Stock (the "New Common Shares");

     C.     The parties to the EnCap Registration Rights Agreement desire to 
amend such agreement to cover the New Common Shares and to make certain other 
changes.
<PAGE>
     D.     The parties to this Consent desire to consent to and permit such 
amendments to the EnCap Registration Rights Agreement;


     NOW, THEREFORE, the undersigned consent to the above-referenced amendment 
to the EnCap Registration Rights Agreement, as evidenced by that certain 
Second Amendment to Registration Rights Agreement among the Company and the 
other parties listed in Recital B hereof.

     This Consent may be executed by the parties hereto in any number of 
counterparts, each of which shall be deemed an original, but all of which 
shall constitute one and the same agreement. 

     IN WITNESS WHEREOF, the parties hereto have executed this Consent effective
as of May 14, 1999 .


                                               TJG INVESTMENTS, INC.


                                               By:  /s/ Tim J. Goff 
                                               Tim J. Goff
                                               President
 
                                               BARGO ENERGY COMPANY


                                               By:  /s/ Tim J. Goff
                                               Tim J. Goff
                                               Manager
<PAGE>

                                               BARGO ENERGY RESOURCES, 
                                               LTD.
                                              By:  Bargo Operating Company, Inc.
                                               General Partner
     
                                               By:  /s/ Tim J. Goff
                                               Tim J. Goff
                                               President

                                               BARGO OPERATING COMPANY, 
                                               INC.

                                               By:  /s/ Tim J. Goff
                                               Tim J. Goff
                                               President


                                               /s/ Tim J. Goff
                                               Tim J. Goff

                                               /s/ Thomas Barrow
                                               Thomas Barrow

                                               /s/ James E. Sowell
                                               James E. Sowell

                                               /s/ B. Carl Price
                                               B. Carl Price

                                               /s/ Don Wm. Reynolds
                                               Don Wm. Reynolds

                                               /s/ Christie Price
                                               Christie Price

                                              /s/ Robert Price
                                               Robert Price

                                              /s/ Charles D. Laudeman
                                              Charles D. Laudeman
<PAGE>
 
                          EXHIBIT 10.4


            AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT


     THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT 
(this "Amendment No. 1"), dated as of May 14, 1999, between BARGO 
ENERGY COMPANY, a Texas corporation, successor-by-merger to FUTURE 
PETROLEUM CORPORATION, a Utah corporation (the "Borrower"), and 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, the Borrower and the Lender are parties to the Amended and 
Restated Credit Agreement dated as of December 4, 1998 (such agreement, 
as amended from time to time, hereinafter referred to as the "Existing 
Credit Agreement"); and

     WHEREAS, the Borrower has requested that certain amendments be made 
to the Existing Credit Agreement; and

     WHEREAS, the Lender is willing to make certain amendments to the 
Existing Credit Agreement on the terms and conditions hereinafter 
provided;

     NOW, THEREFORE, in consideration of the agreements herein 
contained, the parties hereto hereby agree as follows:
<PAGE>
                           I. ARTICLE 

                           DEFINITIONS

     SECTION 1.1   Certain Definitions.  The following terms 
(whether or not underscored) when used in this Amendment No. 1 shall 
have the following meanings:

     "Amended Credit Agreement" means the Existing Credit Agreement as 
amended by this Amendment No. 1.

     "Amendment No. 1 Effective Date" has the meaning provided in 
Section 4.1.

      SECTION 1.2    Other Definitions.  Unless otherwise defined or 
the context otherwise requires, terms used herein (including in the 
preamble and recitals hereto) have the meanings provided for in the 
Existing Credit Agreement.

                           II. ARTICLE 

                         AMENDMENTS TO
                    EXISTING CREDIT AGREEMENT

     Effective on the Amendment No. 1 Effective Date, the Existing 
Credit Agreement is amended in accordance with the terms of this Article 
II; except as so amended, the Existing Credit Agreement shall continue 
to remain in all respects in full force and effect.

      SECTION 2.1    Amendment to Preamble, etc.  The preamble of the 
Existing Credit Agreement is amended by deleting the existing preamble 
and inserting in its place the following:

     "THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of 
December 4, 1998, between BARGO ENERGY COMPANY, a Texas 
corporation and successor-by-merger to FUTURE PETROLEUM 
CORPORATION, a Utah corporation (the "Borrower") and BANK OF 
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking 
association (the "Lender")," and by changing the name of the Borrower from 
"Future Petroleum Corporation" to "Bargo Energy Company, a Texas corporation" 
each place where it appears in the Credit Agreement.

      SECTION 2.2    Amendments to Section 1.1.  

1.      A new definition of "Amendment No. 1 Effective Date" is 
inserted in alphabetical order in Section 1.1 of the Existing Credit 
Agreement as follows:

     "Amendment No. 1 Effective Date" shall have the meaning 
assigned to such term in Section 4.1 of the Amendment No. 1 
to Amended and Restated Credit Agreement dated as of May 14, 
1999,  between Borrower and Lender."

2.      The definition of "Change in Control" in the Existing Credit 
Agreement is amended by deleting the existing definition and inserting 
in its place the following:
 
          A 'Change in Control' means (a) if Tim J. Goff, EnCap 
     Equity 1994 Limited Partnership, Energy Capital Investment 
     Company PLC, EnCap Energy Capital Fund III, L.P., EnCap 
     Energy Capital Fund III-B, L.P., and BOCP Energy Partners, 
     L.P., directly or indirectly, shall fail to collectively own 
     at least 30% of the outstanding capital stock of the 
     Borrower, on a fully diluted basis, or (b) if the Borrower 
     ceases to own beneficially and of record 100% of the capital 
     stock of each of Future Texas, Future Nevada and Future 
     California, or (c) if Future Texas or Future Nevada ceases 
     to own beneficially and of record 100% of the general 
     partner and limited partner interests, respectively, in the 
     Partnership Subsidiaries."

      SECTION 2.3     Amendments to Section 8.1.8.  Section 8.1.8 of 
the Existing Credit Agreement is amended by deleting the text of the 
existing Section and inserting in its place the following: "[Not Used.]"

      SECTION 2.4     Amendments to Certain Exhibits and Schedules.

1.           Schedule I to the Existing Credit Agreement is deleted 
and a new Schedule I in the form shown in Schedule I hereto is inserted 
in its place.

2.           Exhibit A to the Existing Credit Agreement is deleted 
and a new Exhibit A in the form shown in Exhibit A hereto is inserted in 
its place.

                            III. ARTICLE 

                REPRESENTATIONS AND WARRANTIES

     In order to induce the Lender to make the amendments provided for 
in Article II, the Borrower hereby: 

1.           acknowledges and agrees that, immediately prior to the 
Amendment No. 1 Effective Date, the aggregate outstanding principal 
amount of all Tranche A Loans is $30,900,000 and the aggregate 
outstanding principal amount of all Tranche B Loans is $9,600,000;

2.           represents and warrants that the Borrower has full power 
and authority to execute, deliver and perform its obligations under this 
Amendment No. 1 and all other Loan Documents delivered to the Lender in 
connection herewith, and this Amendment No. 1 and all such Loan 
Documents are the legally valid and binding obligations of the Borrower, 
enforceable against the Borrower in accordance with their respective 
terms;

3.           represents and warrants, that each of the 
representations and warranties contained in the Existing Credit 
Agreement and in the other Loan Documents is true and correct as of the 
date hereof as if made on the date hereof (except, if any such 
representation and warranty relates to an earlier date, such 
representation and warranty shall be true and correct in all material 
respects as of such earlier date) and the Borrower has performed each of 
the covenants and agreements in the Existing Credit Agreement and the 
other Loan Documents required to be performed by the Borrower as of the 
date hereof; and

4.           represents and warrants that there is no Default or 
Event of Default by the Borrower or any other Obligor under the Existing 
Credit Agreement or any other Loan Document and no event exists which, 
with the giving of notice or the passage of time or both, would give 
rise to a Default or Event of Default by the Borrower or any other 
Obligor under the Existing Credit Agreement or any Loan Document.

                          IV. ARTICLE 

                   CONDITIONS TO EFFECTIVENESS

      SECTION 4.1     Effective Date.  This Amendment No. 1 shall 
become effective on May 14, 1999, or, if later, the date (herein called 
the "Amendment No. 1 Effective Date") when the conditions set forth in 
this Section 4.1 have been satisfied.

1.           Execution of Counterparts.  The Lender shall have 
received counterparts of this Amendment No. 1 duly executed and 
delivered on behalf of the Borrower and the Lender.

2.           Delivery of Replacement Note.  The Lender shall have 
received an Amended and Restated Secured Promissory Note (being one of 
the Notes), substantially in the form of Exhibit A hereto, duly executed 
and delivered by the Borrower.

3.           Fees, Expenses, etc.  The Lender shall have received all 
reasonable costs and expenses due and payable pursuant to Sections 3.3 
and 10.3 of the Existing Credit Agreement, if then invoiced, including 
fees and expenses of counsel to the Lender.

4.           Legal Details, etc.  All documents executed or submitted 
pursuant hereto, and all legal matters incident thereto, shall be 
satisfactory in form and substance to the Lender and its counsel.

      SECTION 4.2     Expiration.  If all of the conditions set forth 
in Section 4.1 hereof shall not have been satisfied on or prior to May 
31, 1999, the agreements of the parties contained in this Amendment No. 
1 shall, unless otherwise agreed by the Lender, terminate effective 
immediately on such date and without further action.

                         V. ARTICLE 

                  COVENANTS OF THE BORROWER

      SECTION 5.1     On or before July 31, 1999, the Borrower shall 
deliver to the Lender amendments and modifications to the existing 
Security Documents, including amendments to financing statements, 
reflecting the change in the Borrower's name, as the Lender may 
reasonably request, all of which shall be satisfactory in form, 
substance and scope to the Lender.

                           VI. ARTICLE 

                          MISCELLANEOUS

     SECTION 6.1     Loan Document Pursuant to Existing Credit 
Agreement.  This Amendment No. 1 is a Loan Document executed pursuant to 
the Existing Credit Agreement.  Except as expressly amended or waived 
hereby, all of the representations, warranties, terms, covenants and 
conditions contained in the Existing Credit Agreement and each other 
Loan Document shall remain unamended and in full force and effect.  The 
amendments set forth herein shall be limited precisely as provided for 
herein and shall not be deemed to be a waiver of, amendment of, consent 
to or modification of any other term or provision of the Existing Credit 
Agreement or of any term or provision of any other Loan Document or of 
any transaction or further or future action on the part of the Borrower 
or which would require the consent of the Lender under the Existing 
Credit Agreement or any other Loan Document.

      SECTION 6.2    Counterparts, etc.  This Amendment No. 1 may be 
executed by the parties hereto in several counterparts, each of which 
shall be deemed to be an original and all of which shall constitute 
together but one and the same agreement with the same effect as if all 
parties hereto had signed the same signature page.  Any signature page 
of this Amendment No. 1 may be detached from any identical counterpart 
of this Amendment No. 1 having attached to it one or more additional 
signature pages.

      SECTION 6.3    GOVERNING LAW; ENTIRE AGREEMENT.  THIS AMENDMENT 
NO. 1 SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE 
INTERNAL LAWS OF THE STATE OF ILLINOIS.
<PAGE>
      SECTION 6.4    Titles and Headings.  The titles and headings of 
the Sections of this Amendment No. 1 are intended for convenience only 
and shall not in any way affect the meaning or construction of any 
provision of this Amendment No. 1.

      SECTION 6.5    Changes and Modifications in Writing.  No 
provision of this Amendment No. 1 may be changed or modified except by 
an instrument in writing signed by the party against whom enforcement of 
the change or modification is sought.
     

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
No. 1 to be executed by their respective officers hereunto duly 
authorized as of the day and year first above written.

                                          BORROWER

                                          BARGO ENERGY COMPANY, a Texas 
                                          corporation, successor-by-merger 
                                          to FUTURE PETROLEUM CORPORATION, 
                                          a Utah corporation

                                          By:  /s/ Tim J. Goff   
                                          Title: President    



                                          LENDER
                                          BANK OF AMERICA NATIONAL
                                          TRUST AND SAVINGS ASSOCIATION 


                                          By: /s/ BANK OF AMERICA NATIONAL 
                                          Title:     
<PAGE>

                               EXHIBIT 10.5

                        AMENDED AND RESTATED
                     SECURED PROMISSORY NOTE


$50,000,000.00                                              May 14, 1999


FOR VALUE RECEIVED, the undersigned, BARGO ENERGY COMPANY, a Texas corporation, 
and successor-by-merger to Future Petroleum Corporation, a Utah corporation (the
"Borrower"), promises to pay to the order of BANK OF AMERICA NATIONAL TRUST AND 
SAVINGS ASSOCIATION, a national banking association (the "Lender") on December 
4, 2003, the principal sum of FIFTY MILLION DOLLARS ($50,000,000.00) or, if 
less, the aggregate unpaid principal amount of all Loans shown on the schedule 
attached hereto (and any continuation thereof) made by the Lender pursuant to 
that certain Amended and Restated Credit Agreement, dated as of December 4, 
1998, as amended by that certain Amendment No. 1 to Amended and Restated Credit 
Agreement dated as of May 14, 1999 (together with all amendments and other 
modifications, if any, from time to time thereafter made thereto, the "Credit 
Agreement"), among the Borrower and the Lender.

The Borrower also promises to pay interest on the unpaid principal amount hereof
from time to time outstanding from the date hereof until maturity (whether by 
acceleration or otherwise) and, after maturity, until paid, at the rates per 
annum and on the dates specified in the Credit Agreement.
<PAGE>
Payments of both principal and interest are to be made in lawful money of the 
United States of America in same day or immediately available funds to the 
account designated by the Lender pursuant to the Credit Agreement.

This Note amends, restates and consolidates in their entirety those Notes 
previously made and given by the Borrower to the Lender as described in the 
Credit Agreement, including without limitation that certain Amended and Restated
Secured Promissory Note dated as of December 4, 1998, from Future Petroleum 
Corporation.

This Note is one of the Notes referred to in, and evidences Indebtedness 
incurred under, the Credit Agreement, to which reference is made for a 
description of the security for this Note and for a statement of the terms and 
conditions on which the Borrower is permitted and required to make 
prepayments and repayments of principal of the Indebtedness evidenced by this 
Note and on which such Indebtedness may be declared to be immediately due and 
payable.  Unless otherwise defined, terms used herein have the meanings provided
in the Credit Agreement.

Except for notices to the Borrower as required by Section 9.3 of the Credit 
Agreement, all parties hereto, whether as makers, endorsers, or otherwise, 
severally waive presentment for payment, demand, protest and notice of dishonor.

THIS NOTE HAS BEEN DELIVERED IN CHICAGO, ILLINOIS AND SHALL BE DEEMED TO BE A 
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.


BARGO ENERGY COMPANY, a Texas corporation, successor-by-merger to 
Future Petroleum Corporation, a Utah corporation


By:     /s/ Tim J. Goff
Name:  Tim J. Goff
Title:  President

<PAGE>

                              EXHIBIT 10.6

                        CONSENT AND AGREEMENT


     THIS CONSENT AND AGREEMENT (this "Consent") dated as of May 14, 1999, is 
by and between BARGO ENERGY COMPANY, a Texas corporation and successor-by-
merger to Future Petroleum Corporation, a Utah corporation ("Borrower") and 
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking 
association ("Lender"), with respect to the following recitals:

     RECITALS:

     A.     Pursuant to that certain Amended and Restated Credit Agreement 
dated as of December 4, 1998, between Borrower and Lender (the "Credit 
Agreement"), Lender agreed to make loans to Borrower in an aggregate principal 
amount not to exceed $50,000,000.  Capitalized terms used in this Consent but 
not expressly defined herein shall have the respective meanings given to them 
in the Credit Agreement.

     B.     Borrower's obligations under the Credit Agreement are secured by, 
among other things, certain real and personal property more particularly 
described in the Mortgages and the other Loan Documents.

     C.     Each of Future Cal-Tex Corporation, a Texas corporation ("Future 
California"), Future Petroleum Corporation, a Texas corporation ("Future 
Texas"), Future Energy Corporation, a Nevada corporation ("Future Nevada"), 
Future Acquisition 1995, Ltd., a Texas limited partnership, BMC Development 
No. 1 Limited Partnership, a Texas limited partnership, NCI Shawnee Limited 
Partnership, a Texas limited partnership (each, a "Guarantor" and 
collectively, "Guarantors") have executed and delivered to Lender a certain 
Guaranty dated as of August 14, 1998, and a certain Ratification of Guaranty 
dated as of December 4, 1998 (each, together with all amendments, supplements, 
modifications thereto and restatements thereof, a "Guaranty" and collectively, 
"Guaranties").

     D.     Each of EnCap Equity 1994 Limited Partnership, a Texas limited 
partnership, Energy Capital Investment Company PLC, an English investment 
company, Bargo Energy Resources, Ltd., a Texas limited partnership, Carl 
Price, an individual, Borrower, Future Texas and Future Nevada (each, a 
"Pledgor" and collectively, "Pledgors") have executed and delivered to Lender 
a certain Pledge Agreement dated as of August 14, 1998, and a certain 
Ratification of Pledge Agreement dated as of December 4, 1998 (each, together 
with all amendments, supplements, modifications thereto and restatements 
thereof, a "Pledge Agreement" and collectively, the "Pledge Agreements").

     E.     Various parties (collectively, "Purchasers") and certain 
shareholders of Borrower wish to enter into a transaction whereby Purchasers 
would acquire certain shares of the Borrower's Cumulative Redeemable Preferred 
Stock, Series B and certain shares of the Borrower's common stock (such 
transactions collectively referred as the "Acquisition").

     F.     The consummation of the Acquisition would violate Section 9.1.8 
(Change of Control) and Section 8.2.10 (amendment to Organic Documents) of the 
Credit Agreement.
<PAGE>
     G.     Borrower has requested that Lender consent to the consummation of 
the Acquisition and, subject to certain conditions, Lender is prepared to 
grant such consent.

     NOW, THEREFORE, in consideration of the foregoing recitals, the 
agreements set forth herein and for other good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, the parties hereto 
mutually agree as follows:

     1.     Consent to Acquisition.  Lender hereby consents to the 
Acquisition (on the terms and conditions set forth in that certain Stock 
Purchase Agreement among Purchasers and Borrower dated May 14, 1999 (the 
"Acquisition Agreement") and on which Lender has relied), and hereby waive any 
violation of Section 9.1.8 and Section 8.2.10 of the Credit Agreement that 
would result from the consummation of the Acquisition, such consent and waiver 
to become effective upon satisfaction, in Lender's reasonable discretion, of 
each of the following conditions:

     1.1     Lender shall have received from Borrower an original 
     counterpart of a certificate, executed by Borrower, substantially in the 
     form of Exhibit A hereto.

     1.2     Lender shall have received from Borrower a true and 
     correct copy of the Acquisition Agreement and each of the material 
     documents involved in the Acquisition, and no amendment to or 
     modification of such documents shall have been executed or agreed to by 
     Borrower.

     1.3     Nothing in the terms and conditions of the Acquisition 
     shall conflict with, violate or be inconsistent in any way with the 
     terms and conditions of the Credit Agreement, as amended by this Consent 
     and Amendment No. 1 (defined below), or the other Loan Documents, and 
     Lender shall have received an original certificate, executed by each of 
     Borrower and Guarantors, to such effect.

     1.4     There shall not have occurred any Default or Event of 
     Default by Borrower or any other Obligor under the Credit Agreement or 
     any other Loan Document and no event shall exist which, with the giving 
     of notice or the passage of time or both, would give rise to an Default 
     or Event of Default by Borrower or any other Obligor under the Credit 
     Agreement or any Loan Document.

     2.     Amendment No. 1.  Contemporaneously with the execution and 
delivery of this Consent, Borrower has delivered to the Lender counterparts of 
Amendment No. 1 to Amended and Restated Credit Agreement, substantially in the 
form of Exhibit B hereto ("Amendment No. 1"), fully executed by Borrower.

     3.     Reference to Credit Agreement.  Whenever Borrower and/or Lender 
use the defined term "Credit Agreement" in any other document, instrument, 
agreement or writing, such references shall be deemed to refer to the Credit 
Agreement as amended hereby and by Amendment No. 1.

     4.     Continuing Force and Effect.  Except as amended hereby and by 
Amendment No. 1, the Credit Agreement shall remain unmodified and in full 
force and effect.  The parties hereby ratify and confirm the Credit Agreement, 
as amended concurrently herewith.

     5.     Borrower's Representations and Warranties.  Borrower hereby 
represents and warrants as follows:
<PAGE>
     5.1     The execution and delivery of this Consent, and the 
     performance by Borrower of its obligations hereunder, are within 
     Borrower's corporate powers, have been duly authorized by all necessary 
     corporate action, have received all necessary governmental approval (if 
     any shall be required), and do not and will not contravene or conflict 
     with any provision of law or of the articles of incorporation or by-laws 
     of Borrower or of any agreement binding upon Borrower;

     5.2     Borrower has full power and authority to execute, deliver 
     and perform its obligations under this Consent and all other Loan 
     Documents delivered to Lender in connection herewith, and this Consent 
     and all such Loan Documents are the legal, valid and binding obligations 
     of Borrower, enforceable against Borrower in accordance with their 
     respective terms, except as such enforceability may be limited by 
     bankruptcy, insolvency, reorganization or similar laws affecting 
     creditors' rights generally and by principles of equity;

     5.3     The representations and warranties made and given by 
     Borrower in the Credit Agreement and the other Loan Documents are true 
     and correct as of the date hereof (except, if any such representation 
     and warranty relates to an earlier date, such representation and 
     warranty shall be true and correct in all material respects as of such 
     earlier date) and Borrower has performed each of the covenants and 
     agreements in the Credit Agreement and the other Loan Documents required 
     to be performed by Borrower as of the date hereof; and  

     5.4     There is no default or Event of Default by Borrower or any 
     other Obligor under the Credit Agreement or any other Loan Document and 
     no event exists which, with the giving of notice or the passage of time 
     or both, would give rise to an default or Event of Default by Borrower 
     or any other Obligor under the Credit Agreement or any Loan Document.

     6.     Counterparts.  This Consent may be executed in any number of 
counterparts.  Each counterpart shall be deemed an original and all 
counterparts shall be deemed the same instrument with the same effect as if 
all parties hereto had signed the same signature page.  Any signature page of 
this Consent may be detached from any identical counterpart of this Consent 
having attached to it one or more additional signature pages.

     7.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN 
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

     8.     Titles and Headings.  The titles and headings of the Sections of 
this Consent are intended for convenience only and shall not in any way affect 
the meaning or construction of any provision of this Consent.

     9.     Changes and Modifications In Writing.  No provision of this 
Consent may be changed or modified except by an instrument in writing signed 
by the party against whom enforcement of the change or modification is sought.

<PAGE>
     IN WITNESS WHEREOF, the duly authorized representatives of the parties 
have executed this Consent as of the date first above written.


BORROWER:          BARGO ENERGY COMPANY, a Texas corporation, successor-by 
merger to Future Petroleum Corporation, 
a Utah corporation


By     /s/ Tim J. Goff
Name:  Tim J. Goff
Title:  President


LENDER:          BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a 
national savings association


By     /s/ David E. Sisler
Name:  David E. Sisler
Title:  Vice President



The undersigned Guarantors hereby consent to the foregoing Consent, dated as 
of May 14, 1999, all prior amendments to the Credit Agreement and Amendment 
No. 1 to Amended and Restated Credit Agreement of even date herewith.

FUTURE CAL-TEX CORPORATION, a Texas corporation



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

FUTURE PETROLEUM CORPORATION, a Texas corporation



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

FUTURE ENERGY CORPORATION, a Nevada corporation



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

FUTURE ACQUISITION 1995, LTD., a Texas limited partnership

By:     FUTURE PETROLEUM CORPORATION, a Texas corporation, its sole general 
partner



By /s/ Carl Price
Name:  Carl Price
Title:  President
<PAGE>
BMC DEVELOPMENT NO. 1 LIMITED PARTNERSHIP, a Texas limited partnership

By:     FUTURE PETROLEUM CORPORATION, a Texas corporation, its sole general 
partner



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

NCI SHAWNEE LIMITED PARTNERSHIP, a Texas limited partnership

By:     FUTURE PETROLEUM CORPORATION, a Texas corporation, its sole general 
partner



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


The undersigned Pledgors hereby consent to the foregoing Consent, dated as of 
May 14, 1999, all prior amendments to the Credit Agreement and Amendment No. 1 
to Amended and Restated Credit Agreement of even date herewith.


/s/ B. Carl Price
B. Carl Price

ENERGY CAPITAL INVESTMENT COMPANY PLC, an English investment company


By     /s/ D. Martin Phillips                         
Name:     D. Martin Phillips                    
Title:     Director          


ENCAP EQUITY 1994 LIMITED PARTNERSHIP, a Texas limited partnership

By:     ENCAP INVESTMENTS L.C., General Partner



By     /s/ D. Martin Phillips                         
Name:     D. Martin Phillips                    
Title:     Managing Director          

BARGO ENERGY RESOURCES, LTD., a Texas limited partnership

By:     BARGO OPERATING COMPANY, INC., a Texas corporation, its sole general 
partner

<PAGE>
By     /s/ Tim J. Goff          
Name:     Tim J. Goff     
Title:     President          

BARGO ENERGY COMPANY, a Texas corporation, successor-by-merger to Future 
Petroleum Corporation, a Utah corporation


By     /s/ Tim J. Goff          
Name:     Tim J. Goff     
Title:     President          

FUTURE PETROLEUM CORPORATION, a Texas corporation

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

FUTURE ENERGY CORPORATION, a Nevada corporation

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

<PAGE>

                                  EXHIBIT A
                       Form of Certificate from Borrower

                                EXHIBIT B
                          Form of Amendment No. 1

<PAGE> 
                               EXHIBIT 10.7


                                               May 14, 1999


Bank of America Capital Investors
100 North Tryon Street, 10th Floor
Charlotte, North Carolina 28255
Attention:  J. Travis Hain

EOS Partners, L.P.
320 Park Avenue
New York, New York 10022
Attention: Brian D. Young

SG Capital Partners, LLC
1221 Avenue of the Americas, 13th Floor
New York, NY  10020
Attention:  Larry Neubauer

Ladies and Gentlemen:

         Reference is made to that certain Stock Purchase Agreement 
(the "Purchase Agreement"), dated as of the date hereof, among Bargo 
Energy Company, a Texas corporation (the "Company"), BancAmerica Capital 
Investors SBIC I, L.P., a Delaware limited partnership ("BACI"), Eos 
Partners SBIC, L.P., a Delaware limited partnership ("Eos SBIC"), Eos 
Partners SBIC II, L.P., a Delaware limited partnership ("Eos SBIC II"), 
SGC Partners II, LLC, a Delaware limited liability company ("Soc Gen", 
and together with BACI, Eos SBIC and Eos SBIC II, the "Investors"), and 
the other parties identified therein, pursuant to which each Investor is 
purchasing shares of the Company's Cumulative Redeemable Preferred 
Stock, Series B and Common Stock, $0.01 par value (together, the 
"Shares").

         Each Investor is a Small Business Investment Company 
("SBIC") licensed by the United States Small Business Administration 
("SBA").  In order for each Investor to acquire and hold the Shares, it 
must obtain from the Company certain representations and rights as set 
forth below.  As a material inducement to each Investor to enter into 
the Purchase Agreement and to purchase the Shares, the Company hereby 
makes the following representations and warranties and agrees to comply 
with the following covenants:

         1.     SMALL BUSINESS MATTERS.

           (a)     The Company, together with its "affiliates" 
(as that term is defined in Title 13, Code of Federal Regulations, 
 121.103), is a "small business concern" within the meaning of the 
Small Business Investment Act of 1958, as amended ("SBIA"), and the 
regulations thereunder, including Title 13, Code of Federal Regulations, 
 121.301(c) because it either:

CHECK ONE

          X   (i)     including its affiliates, has a tangible 
net worth not in excess of $18 million, and average net income after 
Federal income taxes (excluding any carry-over losses) for the preceding 
2 completed fiscal years not in excess of $6 million; or

              (ii)     does not exceed the size standard in 
number of employees or millions of dollars under the SIC (Standard 
Industrial Classification) System for the industry in which it combined 
with its affiliates is primarily engaged; and in which it alone is 
primarily engaged.
 
         The information set forth in the Small Business 
Administration Forms 480, 652 and Parts A and B of Form 1031 regarding 
the Company and its affiliates, when delivered to each Investor, will be 
accurate and complete and will be in form and substance acceptable to 
each Investor.  Copies of such forms shall be completed and executed by 
the Company and delivered to each Investor at the closing of the sale of 
the Shares under the Purchase Agreement (the "Closing").

         (b)     The proceeds from the sale of the Shares will 
be used by the Company to (1) repay debt, (2) fund working capital 
requirements and (3) pay expenses related to the transactions 
contemplated by the Purchase Agreement.  No portion of such proceeds (i) 
will be used to provide capital to a corporation licensed under the 
Small Business Investment Act of 1958, as amended ("SBIA"), (ii) will be 
used to acquire farm land, (iii) will be used to fund production of a 
single item or defined limited number of items, generally over a defined 
production period, and such production will constitute the majority of 
the activities of the Company and its Subsidiaries (examples include 
motion pictures and electric generating plants), or (iv) will be used 
for any purpose contrary to the public interest (including, but not 
limited to, activities which are in violation of law) or inconsistent 
with free competitive enterprise, in each case, within the meaning of 13 
C.F.R.  107.720.

          (c)     Neither the Company's nor any of its 
Subsidiaries' primary business activity involves, directly or 
indirectly, providing funds to others, the purchase or discounting of 
debt obligations, factoring or long-term leasing of equipment with no 
provision for maintenance or repair, and neither the Company nor any of 
its Subsidiaries is classified under Major Group 65 (Real Estate) of the 
SIC Manual.  It is the intent of the Company to locate and develop or 
acquire new oil and gas reserves at an acceptable cost to replace those 
being depleted by production.  As long as additional reserves can be 
acquired at an acceptable cost, the assets of the business of the 
Company and its Subsidiaries (the "Business") will not be reduced or 
consumed, generally without replacement, as the life of the Business 
progresses, and the nature of the Business does not require that a 
stream of cash payments be made to the Business's financing sources, on 
a basis associated with the continuing sale of assets (examples of such 
businesses would include real estate development projects and oil and 
gas wells).  (See 13 CFR  107.720)

         (d)     The proceeds from the sale of the Shares will 
not be used substantially for a foreign operation; and at Closing or 
within one year thereafter, no more than 49 percent of the employees or 
tangible assets of the Company and its Subsidiaries will be located 
outside the United States (unless the Company can show, to SBA's 
satisfaction, that the proceeds from the sale of the Shares will be used 
for a specific domestic purpose).  This subsection (d) does not prohibit 
such proceeds from being used to acquire foreign materials and equipment 
or foreign property rights for use or sale in the United States.

         (e)     To the best knowledge of the Company, each 
SBIC that owns any Securities issued by the Company, together with a 
description of the kinds and amounts of Securities held, are listed on 
Schedule I hereto.  Without unanimous consent of the Investors, the 
Company will not issue Securities to any SBIC in the future if such 
issuance would cause any Investor to be deemed to be a member of an 
"Investor Group" in "Control" of the Company (as such terms are defined 
in 13 CFR 107.865).

         2.     REGULATORY COMPLIANCE.

          (a)     Regulatory Compliance Cooperation.

           (i)     In the event that any Investor 
reasonably determines that it has a Regulatory Problem, the Company 
agrees to take all such actions as are reasonably requested by such 
Investor in order (A) to effectuate and facilitate any transfer by such 
Investor of any Securities of the Company then held by such Investor to 
any Person designated by such Investor, (B)  to permit such Investor (or 
any of its affiliates) to exchange all or any portion of the voting 
Securities then held by such Person on a share-for-share basis for 
shares of a class of non-voting Securities of the Company, which non-
voting Securities shall be identical in all respects to such voting 
Securities, except that such new Securities shall be non-voting and 
shall be convertible into voting Securities on such terms as are 
requested by such Investor and reasonably acceptable to the Company in 
light of regulatory considerations then prevailing, and (C) to continue 
and preserve the respective allocation of the voting interests with 
respect to the Company arising out of such Investor's ownership of 
voting Securities and/or provided for in the Stockholders Agreement 
before the transfers and amendments referred to above (including 
entering into such additional agreements as are requested by such 
Investor to permit any Person(s) designated by such Investor to exercise 
any voting power which is relinquished by such Investor upon any 
exchange of voting Securities for nonvoting Securities of the Company).  
If such Investor elects to transfer Securities of the Company to a 
Regulated Holder in order to avoid a Regulatory Problem, the Company and 
such Regulated Holder shall enter into such mutually acceptable 
agreements as such Regulated Holder may reasonably request in order to 
assist such Regulated Holder in complying with applicable laws and 
regulations to which it is subject.  Such agreements may include 
restrictions on the redemption, repurchase or retirement of Securities 
of the Company that would result or be reasonably expected to result in 
such Regulated Holder holding more voting securities or total securities 
(equity and debt) than it is permitted to hold under such laws and 
regulations.
<PAGE>
           (ii)     In the event any Investor has the right 
to acquire any of the Company's Securities under the Stockholders 
Agreement (as defined in the Purchase Agreement) and such Investor 
reasonably determines that it has a Regulatory Problem, at such 
Investor's request the Company will offer to sell to such Investor non-
voting Securities (or, if the Company is not the proposed seller, will 
arrange for the exchange of any voting securities for non-voting 
securities immediately prior to or simultaneous with such sale) on the 
same terms as would have existed had such Investor acquired the 
Securities so offered and immediately requested their exchange for non-
voting Securities pursuant to subsection (i) above.

          (b)     Issuance of Securities.

          (i)     Each Investor understands that the 
Company is a public corporation and does not have a class of common 
stock without voting rights.  Additionally, the Company is party to 
agreements which prohibit it from issuing additional shares of common 
stock and preferred stock.  The Company's agreement set forth herein is 
to use its reasonable efforts, if requested, to amend its articles of 
incorporation or secure any consents or approvals required to comply 
with reasonable requests made by the Investors under Section 2(a).  Such 
Investor shall pay or reimburse the Company for all costs and expenses 
incurred by the Company to comply with such actions reasonably required 
by such Investor (including fees and disbursements of counsel).  Nothing 
herein shall prohibit the Company from entering into agreements which 
prohibit it from or restrict its ability to enter into agreements which 
prohibit the Company from effecting the actions set forth in Section 
2(a); provided that the Company shall cooperate with such Investor to 
restructure its investment to solve any Regulatory Problem as a result 
of the foregoing sentence.

          (c)     Information Rights and Related Covenants.

          (i)     The Company agrees to provide to each 
Investor and the SBA access to its books and records during normal 
business hours in a manner which does not disrupt the business 
operations of the Company for the purpose of confirming (A) the use of 
the proceeds of such financing and (B) the certifications made by the 
Company on Small Business Administration Forms 480 and 652. 
 
           (ii)     The Company agrees to provide to each 
Investor and the SBA a certificate of its chief financial officer or 
person with similar responsibilities (1) verifying the use of such 
proceeds and accuracy of such certifications and (2) certifying 
compliance by the Company with the provisions of this Agreement 
(provided that such certificate may be truthfully given).
<PAGE>
           (iii)     Promptly after the end of each fiscal 
year (but in any event prior to February 28 of each year), the Company, 
at the Company's election, shall either (A) provide to each Investor a 
written assessment, in form and substance reasonably satisfactory to 
each Investor, or (B) provide to each Investor access to its books and 
records so that such Investor may prepare a written assessment, of the 
economic impact of such Investor's financing hereunder, specifying the 
full-time equivalent jobs created or retained, the impact of the 
financing on the consolidated revenues and profits of the Business and 
on taxes paid by the Business and its employees (See 13 CFR 
 107.630(e)).

           (iv)     If the reports sent to the Company's 
stockholders are insufficient to satisfy each Investor's obligations 
pursuant to 13 CFR   107.620(b), the Company will provide upon the 
request of such Investor or any of its affiliates, such financial 
statements and other information as such Person may from time to time 
reasonably request for the purpose of assessing the Company's financial 
condition.

           (v)     For a period of one year following the 
date hereof, neither the Company nor any of its Subsidiaries will change 
its business activity if such change would render the Company ineligible 
to receive financial assistance from an SBIC under the SBIA and the 
regulations thereunder (within the meanings of 13 CFR  107.720 and 
107.760(b)).  

           (vi)     The Company will at all times comply 
with the non-discrimination requirements of 13 C.F.R., Parts 112, 113 
and 117.

          (vii)     The number of shareholders of the 
Company is greater than 50.

           3.     DEFINITIONS.

          "Control" means, with respect to any Person, the 
possession, directly or indirectly, of the power to direct or cause the 
direction of the management or policies of a Person, whether through the 
ownership of voting securities, by contract or otherwise.

          "Person" shall be construed broadly and shall include an 
individual, a partnership, a corporation, a limited liability company, 
an association, a joint stock company, a trust, a joint venture, an 
unincorporated organization or a governmental entity (or any department, 
agency or political subdivision thereof).

          "Regulated Holder" means any holder of the Company's 
Securities that is (or that is a subsidiary of a bank holding company 
that is) subject to the various provisions of Regulation Y of the Board 
of Governors of the Federal Reserve Systems, 12 C.F.R., Part 225 (or any 
successor to Regulation Y).

         "Regulatory Problem" means (i) any set of facts or 
circumstances wherein it has been asserted by any governmental 
regulatory agency (or an Investor believes that there is a significant 
risk of such assertion) that such Person (or any bank holding company 
that controls such Person) is not entitled to hold, or exercise any 
material right with respect to, all or any portion of the Shares of the 
Company which such Person holds or (ii) when such Person and its 
affiliates would own, control or have power (including voting rights) 
over a greater quantity of Shares of the Company than is permitted under 
any law or regulation or any requirement of any governmental authority 
applicable to such Person or to which such Person is subject.
<PAGE>
         "Securities" means, with respect to any Person, such 
Person's capital stock or any options, warrants or other Securities 
which are directly or indirectly convertible into, or exercisable or 
exchangeable for, such Person's capital stock (whether or not such 
derivative Securities are issued by the Company).  Whenever a reference 
herein to Securities refers to any derivative Securities, the rights of 
Investor shall apply to such derivative Securities and all underlying 
Securities directly or indirectly issuable upon conversion, exchange or 
exercise of such derivative Securities.

         "Stockholders Agreement" means the Stockholders Agreement 
to be entered into on the date of the Closing among the Company and 
certain shareholders of the Company.

         "Subsidiary" means, with respect to any Person, any other 
Person of which the securities having a majority of the ordinary voting 
power in electing the board of directors (or other governing body), at 
the time as of which any determination is being made, are owned by such 
first Person either directly or through one or more of its Subsidiaries.
                  *     *     *     *     *
<PAGE>
          Please indicate your acceptance of the terms of this 
letter agreement by returning a signed copy to the undersigned.



                                               BARGO ENERGY COMPANY     

                                               By:  /s/Tim J. Goff     
                                               Name:  Tim J. Goff
                                               Title:  President
Agreed as of the date
first set forth above:

BANCAMERICA CAPITAL INVESTORS SBIC I, L.P.
By:       BancAmerica Capital Management SBIC I, LLC
     its general partner

By:     BancAmerica Capital Management I, L.P.
     its sole member

By:     BACM I GP, LLC
     its general partner

By:  /s/ J Travis Hain     
     Name:  J. Travis Hain
     Title:  Member


EOS PARTNERS SBIC, L.P.     
By:      EOS SBIC General, L.P., 
     its general partner

By:     EOS SBIC, Inc.,
     its general partner

By:  /s/ Brian D. Young     
     Name:  Brian D. Young
     Title:  Chariman


EOS PARTNERS SBIC II, L.P.     
By:      EOS SBIC General II, L.P.
     its general partner

By:     EOS SBIC II, Inc.
     its general partner

By:  /s/ Brian D. Young     
     Name:  Brian D. Young
     Title:  Chariman


SGC PARTNERS II, LLC     
By:  /s/ Justin Hall-Tipping     
     Name:  Justin Hall Tipping
     Title:  Managing Director

<PAGE>

                                 Schedule I

                                                   Securities

SBIC                                       Shares of          Shares of Common
                                        Preferred Stock             Stock

BancAmerica Capital Investors 
        SBIC I, L.P.                     1,500,000             13,144,743

Eos Partners SBIC, L.P.                    390,000              3,417,633

Eos Partners SBIC II, L.P.                  72,500                635,329

SGC Partners II, LLC                       500,000              4,381,581

<PAGE>


                               EXHIBIT 10.8

                                      May 14, 1999


Bank of America Capital Investors
100 North Tryon Street, 10th Floor
Charlotte, North Carolina  28255
Attention:  J. Travis Hain

EOS Partners, L.P.
320 Park Avenue
New York, New York 10022
Attention: Brian D. Young

SG Capital Partners, LLC
1221 Avenue of the Americas, 13th Floor
New York, NY  10020
Attention:  Larry Neubauer

                            Bargo Energy Company

Dear Ladies and Gentlemen:

     Reference is made to (i) that certain Stock Purchase Agreement 
(the "Purchase Agreement"), dated as of the date hereof, among Bargo Energy 
Company, a Texas corporation (the "Company"), BancAmerica Capital Investors 
SBIC I, L.P., a Delaware limited partnership ("BACI"), Eos Partners SBIC, 
L.P., a Delaware limited partnership ("Eos SBIC"), Eos Partners SBIC II, L.P., 
a Delaware limited partnership ("Eos SBIC II"), SGC Partners II, LLC, a 
Delaware limited liability company ("Soc Gen", and together with BACI, Eos 
SBIC and Eos SBIC II, the "Investors"), and the other parties identified 
therein, and (ii) that certain Second Amended and Restated Shareholders' 
Agreement (the "Shareholders' Agreement"), dated as of the date hereof among 
the Company, the Investors, EnCap Equity 1994 Limited Partnership, a Texas 
limited partnership ("EnCap LP"), Bargo Energy Resources, Ltd., a Texas 
limited partnership ("Resources"), TJG Investments, Inc., a Texas corporation 
("TJG"), Bargo Energy Company, a Texas general partnership ("BEC"), Bargo 
Operating Company, Inc., a Texas corporation ("Operating"), Tim J. Goff 
("Goff"; and together with EnCap LP, Resources, TJG, BEC and Operating, the 
"Other Stockholders") and the other parties identified therein. 

     Each Other Stockholder agrees to cooperate with the Company in all 
reasonable respects in complying with the terms and provisions of the letter 
agreement between the Company and the Investors, a copy of which is attached 
hereto as Exhibit A, regarding small business matters (the "Small Business 
Sideletter"), including without limitation, voting to approve amending the 
Company's Articles of Incorporation, the Company's by-laws, the Purchase 
Agreement or the Shareholders Agreement in a manner reasonably acceptable to 
the Other Stockholders and the Investors or any Regulated Holder (as defined 
in the Small Business Sideletter) entitled to make such request pursuant to 
the Small Business Sideletter in order to remedy a Regulatory Problem (as 
defined in the Small Business Sideletter).  Anything contained in this letter 
agreement to the contrary notwithstanding, no Other Stockholder shall be 
required under this letter agreement to take any action that would adversely 
affect in any material respect such Other Stockholder's rights as a 
stockholder of the Company.

     The Company and each Other Stockholder agree not to amend or waive 
the voting or other provisions of the Company's Articles of Incorporation, the 
Company's by-laws, the Purchase Agreement or the Shareholders' Agreement if 
such amendment or waiver would cause any Regulated Holder to have a Regulatory 
Problem (as defined in the Small Business Sideletter). 
<PAGE>
     Please acknowledge your agreement with the foregoing by executing 
this letter below, whereupon this letter will become a valid and binding 
agreement.


BARGO ENERGY COMPANY
By:  /s/ Tim J. Goff     
     Name:  Tim J. Goff
     Title:  President

ENCAP EQUITY 1994 LIMITED PARTNERSHIP
By:     EnCap Investments L.C., General 
Partner
By:  /s/ D. Martin Phillips
     Name:  D. Martin Phillips
     Title:  Managing Director

TJG INVESTMENTS, INC.     


By:  /s/ Tim J. Goff     
     Tim J. Goff
     President
BARGO ENERGY COMPANY     
By:  /s/ Tim J. Goff     
     Tim J. Goff
     Manager

BARGO ENERGY RESOURCES, LTD
By:  Bargo Operating Company, Inc., 
General Partner


By: /s/ Tim J. Goff          
     Tim J. Goff
     Manager

BARGO OPERATING COMPANY, INC.


By:  /s/ Tim J. Goff     
     Tim J. Goff
     Manager


/s/ Tim J. Goff     
Tim J. Goff

Agreed as of the date
first set forth above:

BANCAMERICA CAPITAL INVESTORS SBIC I, L.P.
By:  BancAmerica Capital Management SBIC I, LLC
     its general partner

By:  BancAmerica Capital Management I, L.P.
     its sole member

By:  BACM I GP, LLC
     its general partner

By:  /s/ J. Travis Hain     
     Name:  J. Travis Tain
     Title:  Member

EOS PARTNERS SBIC, L.P.     
By:  EOS SBIC General, L.P., 
     its general partner

By:  EOS SBIC, Inc.,
     its general partner

By:  /s/ Brian D. Young     
     Name:  Brian d. Young
     Title:  Chairman

EOS PARTNERS SBIC II, L.P.     
By:  EOS SBIC General II, L.P.
     its general partner

By:  EOS SBIC II, Inc.
     its general partner

By:  /s/ Brian D. Young     
     Name:  Brian d. Young
     Title:  Chairman

SGC PARTNERS II, LLC     
By:  /s/ Justin Hall-Tipping     
     Name:  Justin Hall-Tipping
     Title:  Managing Director

<PAGE>
                                EXHIBIT 10.9



                         STOCK PURCHASE AGREEMENT


                              by and among



                          Bargo Energy Company


                                 and

                 Energy Capital Investment Company PLC,
                  EnCap Energy Capital Fund III-B, L.P., 
                      BOCP Energy Partners, L.P.,
                   EnCap Energy Capital Fund III, L.P.,
                    Kayne Anderson Energy Fund, L.P.,
              BancAmerica Capital Investors SBIC I, L.P.,
                          Eos Partners, L.P., 
                       Eos Partners SBIC, L.P.,
                    Eos Partners SBIC II, L.P., and
                         SGC Partners II LLC




                             May 14, 1999



<PAGE>     

                        STOCK PURCHASE AGREEMENT


     This STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of May 14, 
1999 by and among Energy Capital Investment Company PLC, an English investment 
company ("Energy PLC"), EnCap Energy Capital Fund III-B, L.P., a Texas limited 
partnership ("EnCap III-B"), BOCP Energy Partners, L.P., a Texas limited 
partnership ("BOCP"), EnCap Energy Capital Fund III, L.P., a Texas limited 
partnership ("EnCap III"), Kayne Anderson Energy Fund, L.P., a Delaware limited 
partnership ("Kayne"), BancAmerica Capital Investors SBIC I, L.P., a 
limited partnership ("BACI"), Eos Partners, L.P., a Delaware limited partnership
("Eos Partners"), Eos Partners SBIC, L.P., a Delaware limited partnership ("Eos 
SBIC"), Eos Partners SBIC II, L.P., a Delaware limited partnership ("Eos SBIC 
II" and together with Eos Partners and Eos SBIC, collectively referred to as 
"EOS"), and SGC Partners II LLC, a Delaware limited liability company ("SGCP") 
(each individually, a "Buyer," and collectively, the "Buyers") and 
Bargo Energy Company, a Texas corporation.

     WHEREAS, the Company (defined below) desires to issue to Buyers, and Buyers
desire to purchase, certain shares of the Company's Cumulative Redeemable 
Preferred Stock, Series B, par value $.01 per share (the "Preferred Stock"), and
certain shares of the Company's Common Stock, par value $.01 per share (the 
"Common Stock");

     NOW, THEREFORE, in consideration of the premises and the mutual covenants 
and agreements herein contained, and intending to be legally bound hereby, the 
Company and Buyers hereby agree as follows:


                               ARTICLE I

                        TERMS OF THE TRANSACTION

1.1     Agreement to Issue Shares.  At the Closing, and on the terms and subject
to the conditions set forth in this Agreement, the Company shall sell and 
deliver to each Buyer, and each Buyer (severally) shall purchase and accept from
the Company as set forth beside its name on Schedule 1.1, the number of shares 
of Preferred Stock and the number of shares of Common Stock (as issued to all 
Buyers, collectively, the "Shares").

1.2     Purchase Price and Payment.  In consideration of the sale of the Shares,
each Buyer shall pay to the Company at the Closing the purchase price set forth 
beside its name on Schedule 1.1, the aggregate of which shall be the "Purchase 
Price."  Each Buyer shall pay its portion of the Purchase Price to the Company 
in immediately available funds by confirmed wire transfer to a bank account to 
be designated by the Company (such designation to occur no later than the third 
business day prior to the Closing Date) or in the form of a certified or bank 
cashier's check payable to the order of the Company.

 
                              ARTICLE II

                               CLOSING

     The closing of the transactions contemplated hereby (the "Closing") shall 
take place (i) at the offices of Thompson & Knight, P.C., 1700 Chase Tower, 600 
Travis, Houston, TX 77002 at 10:00 a.m., local time, on May 14, 1999, or (ii) 
at such other time or place or on such other date as the parties hereto shall 
agree.  The date on which the Closing is required to take place is herein 
referred to as the "Closing Date."  All Closing transactions shall be deemed to 
have occurred simultaneously.
<PAGE>

                             ARTICLE III

              REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to Buyers that:

3.1     Corporate Organization.  The Company is a corporation duly organized, 
validly existing, and in good standing under the laws of Texas and has all 
requisite corporate power and corporate authority to own, lease, and operate its
properties and to carry on its business as now being conducted.  No actions or 
proceedings to dissolve the Company are pending or, to the best 
knowledge of the Company, threatened.

3.2     Qualification.  The Company is duly qualified or licensed to do business
as a foreign corporation and is in good standing in each of the jurisdictions 
set forth on Schedule 3.2, which are all the jurisdictions in which it owns, 
leases, or operates property or in which such qualification or licensing is 
required for the conduct of its business.

3.3     Charter and Bylaws.  The Company has made available to Buyers accurate 
and complete copies of (i) the charter and bylaws of each of the Company and the
Subsidiaries as currently in effect, (ii) the stock records of each of the 
Company and the Subsidiaries, and (iii) the minutes of all meetings of the 
respective Boards of Directors of the Company and the Subsidiaries, any 
committees of such Boards, and the shareholders of the Company and the 
Subsidiaries (and all consents in lieu of such meetings).  Such records, 
minutes, and consents accurately reflect the stock ownership of the Company and 
the Subsidiaries and all actions taken by such Boards of Directors, committees, 
and shareholders.  Neither the Company nor any Subsidiary is in violation 
of any provision of its charter or bylaws, other than violations which, 
individually or in the aggregate, do not and will not have a Material Adverse 
Effect on the Company.

3.4     Capitalization of the Company.  The authorized capital stock of the 
Company consists of (i) 120,000,000 shares of Common Stock, of which, as of the 
date hereof, 48,357,786 shares are outstanding and no shares are held in the 
Company's treasury, and (ii) 5,000,000 shares of preferred stock, par value $.01
per share, of which, as of the date hereof, no shares are outstanding and no 
such shares are held in the Company's treasury.  All outstanding shares of 
capital stock of the Company have been validly issued and are fully paid and 
nonassessable, and no shares of capital stock of the Company are subject to, nor
have any been issued in violation of, preemptive or similar rights.  All 
issuances, sales, and repurchases by the Company of shares of its capital stock 
have been effected in compliance with all Applicable Laws, including without 
limitation applicable federal and state securities laws.  The Preferred Stock 
constitutes (and at the Closing will constitute) all the outstanding shares of 
preferred stock of the Company.  As of the date hereof, an aggregate of 660,000 
shares of Common Stock of the Company are reserved for issuance and are issuable
upon the exercise of outstanding stock options granted under the Company's stock
option plans; furthermore, an aggregate of 275,000 shares of Common Stock of 
the Company are reserved for issuance and are issuable upon the exercise of 
outstanding warrants (subject to certain anti-dilution provisions applicable 
thereto).  Except as disclosed above in this Section and in connection with the 
transactions contemplated by this Agreement, there are (and as of the Closing 
Date there will be) outstanding (i) no shares of capital stock or 
other voting securities of the Company, (ii) no securities of the Company 
convertible into or exchangeable for shares of capital stock or other voting 
securities of the Company, (iii) no options or other rights to acquire from the 
Company, and no obligation of the Company to issue or sell, any shares of 
capital stock or other voting securities of the Company or any securities of 
the Company convertible into or exchangeable for such capital stock or voting 
securities, and (iv) no equity equivalents, interests in the ownership or 
earnings, or other similar rights of or with respect to the Company.  Other than
regarding the Shares or as disclosed on Schedule 3.4, there are (and as of the 
Closing Date there will be) no outstanding obligations of the Company or 
any Subsidiary to repurchase, redeem, or otherwise acquire any of the foregoing 
shares, securities, options, equity equivalents, interests, or rights.
<PAGE>
3.5     Authority Relative to This Agreement.  The Company has full corporate 
power and corporate authority to execute, deliver, and perform this Agreement 
and the Ancillary Documents to which it is a party and to consummate the 
transactions contemplated hereby and thereby.  The execution, delivery, and 
performance by the Company of this Agreement and the Ancillary Documents to 
which it is a party, and the consummation by it of the transactions 
contemplated hereby and thereby, have been duly authorized by all necessary 
corporate action of the Company.  This Agreement has been duly executed and 
delivered by the Company and constitutes, and each Ancillary Document executed 
or to be executed by the Company has been, or when executed will be, duly 
executed and delivered by the Company and constitute, or when executed and 
delivered will constitute, valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their respective terms, 
except that such enforceability may be limited by (i) applicable bankruptcy, 
insolvency, reorganization, moratorium, and similar laws affecting creditors' 
rights generally and (ii) equitable principles which may limit the availability 
of certain equitable remedies (such as specific performance) in certain 
instances.

3.6     Noncontravention.  The execution, delivery, and performance by the 
Company of this Agreement and the Ancillary Documents to which it is a party and
the consummation by it of the transactions contemplated hereby and thereby do 
not and will not (i) conflict with or result in a violation of any provision of 
the charter or bylaws or other governing instruments of the Company or any 
Subsidiary, (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, or require any consent, approval, authorization 
or waiver of, or notice to, any party to, any bond, debenture, note, mortgage, 
indenture, lease, contract, agreement, or other instrument or obligation to 
which the Company or any Subsidiary is a party or by which the Company or any 
Subsidiary or any of their respective properties may be bound or any Permit held
by the Company or any Subsidiary, (iii) result in the creation or 
imposition of any Encumbrance upon the properties of the Company or any 
Subsidiary, or (iv) assuming compliance with the matters referred to in Section 
3.7, violate any Applicable Law binding upon the Company or any Subsidiary, 
except, in the case of clauses (ii), (iii) and (iv) above, for any such 
conflicts, violations, defaults, terminations, cancellations, accelerations, or 
Encumbrances which would not, individually or in the aggregate, have a Material 
Adverse Effect on the Company, and except, in the case of clause (ii) above, for
(A) such consents, approvals, authorizations, and waivers that have been 
obtained and are unconditional and in full force and effect and such notices 
that have been duly given and (B) such consents, approvals, 
authorizations, waivers, and notices that are disclosed on Schedule 3.6 or 
otherwise expressly contemplated by the Ancillary Documents.

3.7     Governmental Approvals.  No consent, approval, order, or authorization 
of, or declaration, filing, or registration with, any Governmental Entity is 
required to be obtained or made by the Company or any Subsidiary in connection 
with the execution, delivery, or performance by the Company of this Agreement 
and the Ancillary Documents to which it is a party or the consummation by it of 
the transactions contemplated hereby or thereby, other than as set forth on 
Schedule 3.7.  
<PAGE>
3.8     Subsidiaries.

     (a)     The Company does not own, directly or indirectly, any capital stock
of, or other equity interest in, any corporation or have any direct or indirect 
equity or ownership interest in any other person, other than the Subsidiaries.  
Schedule 3.8 lists each Subsidiary, the jurisdiction of incorporation of each 
Subsidiary, and the authorized and outstanding capital stock of each 
Subsidiary.  Each Subsidiary is a corporation duly organized, validly existing, 
and in good standing under the laws of the jurisdiction of its incorporation.  
As detailed on Schedule 3.8, each Subsidiary is duly qualified or licensed to do
business as a foreign corporation and is in good standing in each of the 
jurisdictions in which it owns, leases, or operates property or in 
which such qualification or licensing is required for the conduct of its 
business.  Each Subsidiary has all requisite corporate power and corporate 
authority to own, lease, and operate its properties and to carry on its business
as now being conducted.  No actions or proceedings to dissolve any 
Subsidiary are pending, or to the knowledge of the Company, threatened.

     (b)     Except as otherwise indicated on Schedule 3.8, all the outstanding 
capital stock or other equity interests of each Subsidiary are owned directly or
indirectly by the Company, free and clear of all Encumbrances.  All outstanding 
shares of capital stock of each Subsidiary have been validly issued and are 
fully paid and nonassessable.  No shares of capital stock or other 
equity interests of any Subsidiary are subject to, nor have any been issued in 
violation of, preemptive or similar rights.
 
     (c)     Except as set forth on Schedule 3.8, there are (and as of the 
Closing Date there will be) outstanding (i) no shares of capital stock or other 
voting securities of any Subsidiary, (ii) no securities of the Company or any 
Subsidiary convertible into or exchangeable for shares of capital stock or other
voting securities of any Subsidiary, (iii) no options or other rights to 
acquire from the Company or any Subsidiary, and no obligation of the Company or 
any Subsidiary to issue or sell, any shares of capital stock or other voting 
securities of any Subsidiary or any securities convertible into or exchangeable 
for such capital stock or voting securities, and (iv) no equity equivalents, 
interests in the ownership or earnings, or other similar rights of or 
with respect to any Subsidiary.  There are (and as of the Closing Date there 
will be) no outstanding obligations of the Company or any Subsidiary to 
repurchase, redeem, or otherwise acquire any of the foregoing shares, 
securities, options, equity equivalents, interests, or rights.

3.9    Shares.  The Shares to be issued by the Company at the Closing have been 
duly authorized for such issuance.  When issued and delivered by the Company in 
accordance with the provisions of this Agreement, the Shares will be validly 
issued, fully paid, and nonassessable.  The issuance of the Shares pursuant to 
this Agreement is not subject to any preemptive or similar rights.  When issued,
the shares of Common Stock listed on Schedule 1.1 will in the aggregate 
represent 40% of the issued and outstanding shares of capital stock of the 
Company, on a fully-diluted basis reflecting all shares issuable upon the 
exercise of all outstanding rights to acquire shares of the Company's capital 
stock (including after giving effect to the transactions 
contemplated hereby).
<PAGE>
3.10    SEC Filings.  Except as previously disclosed to Buyers, the Company is 
current in its obligations to file all periodic reports and proxy statements 
with the Securities and Exchange Commission required to be filed under the 
Exchange Act.  Except as previously disclosed to Buyers, the Company's Annual 
Report on Form-10KSB for the fiscal year ended December 31, 1998, Report on Form
8-K filed on February 26, 1999, Information Statement on Schedule 14C 
filed on March 9, 1999 and Report on Form 8-K/A filed on May 3, 1999 
(collectively, the "SEC Documents") are all of the documents the Company was 
required to file with the Securities and Exchange Commission since January 1, 
1999.  As of their respective dates, the SEC Documents complied as to form in 
all material respects with the requirements of the Exchange Act and the 
rules and regulations of the Securities and Exchange Commission thereunder 
applicable to such SEC Documents.  The SEC Documents do not contain an untrue 
statement of a material fact or omit to state a material fact required to be 
stated therein or necessary to make the statements therein not misleading in 
light of circumstances then existing.  The audited consolidated financial 
statements and unaudited consolidated interim financial statements, if any, of 
the Company included in the SEC Documents comply as to form in all material 
respects with applicable accounting requirements and with the published rules 
and regulations of the Securities and Exchange Commission with respect thereto; 
present fairly in all material respects, in conformity with GAAP applied on a 
consistent basis, the consolidated financial position of the Company as 
of the dates thereof and its consolidated results of operations and changes in 
financial position for the periods then ended (subject to normal year-end 
adjustments in the case of any unaudited interim financial statements and the 
fact that certain information and notes have been condensed 
or omitted in accordance with the Exchange Act and the rules promulgated 
thereunder); and are in all material respects in accordance with the books of 
account and records of the Company and the Subsidiaries. There are no material 
liabilities of the Company or any Subsidiary (contingent 
or otherwise), other than as disclosed in the SEC Documents and the financial 
statements included therein.

3.11     Absence of Certain Changes.   Except as disclosed in the SEC Documents 
or on Schedule 3.11, since January 1, 1999:  (i) there has not been any change, 
development, or effect, individually or in the aggregate, that has had, or might
reasonably be expected to have, a Material Adverse Effect on the Company or a 
Subsidiary; (ii) the businesses of the Company and the Subsidiaries have been 
conducted only in the ordinary course consistent with past practice; 
(iii) neither the Company nor any Subsidiary has incurred any material 
liability, engaged in any material transaction, or entered into any material 
agreement outside the ordinary course of business consistent with past practice;
(iv) neither the Company nor any Subsidiary has suffered any material loss, 
damage, destruction, or other casualty to any of its assets (whether or not 
covered by insurance); and (v) neither the Company nor any Subsidiary has taken 
any of the actions set forth in Section 5.2 except as permitted thereunder.
<PAGE> 
3.12     Tax Matters.  Except as disclosed on Schedule 3.12:

     (a)     except in each case as could not be reasonably expected to have a 
Material Adverse Effect, all Tax Returns have been or will be timely filed by 
the Company and the Subsidiaries when due in accordance with all applicable 
laws; all Taxes shown on such Tax Returns have been or will be timely paid when 
due; such Tax Returns have been properly completed in compliance with all 
applicable laws and regulations and completely and accurately reflect the 
facts regarding the income, expenses, properties, business and operations 
required to be shown thereon; such Tax Returns are not subject to penalties 
under Section 6662 of the Code (or any corresponding provision of state, local 
or foreign tax law);

     (b)     the Company and the Subsidiaries have paid all Taxes required to
be paid by them in all material respects (whether or not shown on a Tax Return)
or for which they could be liable (provided that it shall not be considered a 
breach of this representation if it is ultimately determined that additional Tax
payments are due but such assessment is based on an adjustment to a return or 
position, if such party has a reasonable basis for the position taken with 
respect to such Taxes), whether to taxing authorities or to other persons under 
Tax allocation agreements or otherwise, and the charges, accruals, and reserves 
for Taxes due, or accrued but not yet due, relating to their income, properties,
transactions or operations as reflected on their books (including, without 
limitation, the balance sheet included in the Company's Form 10-KSB for 
the fiscal year ended December 31, 1998) are adequate to cover such Taxes;

     (c)     there are no agreements or consents currently in effect for the 
extension or waiver of the time (i) to file any Tax Return or (ii) for 
assessment or collection of any Taxes relating to the income, properties or 
operations of the Company or the Subsidiaries, nor has the Company or a 
Subsidiary been requested to enter into any such agreement or consent; and

     (d)     there are no liens for Taxes (other than for current Taxes not yet 
due and payable) upon the assets of the Company or the Subsidiaries.
 
3.13    Compliance With Laws.  Except as disclosed on Schedule 3.13, the Company
and the Subsidiaries have complied in all material respects with all Applicable 
Laws (including without limitation Applicable Laws relating to securities, 
properties, business products and services, manufacturing processes, advertising
and sales practices, employment practices, terms and conditions of employment, 
wages and hours, safety, occupational safety, health, environmental 
protection, product safety, and civil rights).  Neither the Company nor any 
Subsidiary has received any written notice, which has not been dismissed or 
otherwise disposed of, that the Company or any Subsidiary has not so complied.  
Neither the Company nor any Subsidiary is charged or, to the best knowledge of 
the Company, threatened with, or, to the best knowledge of the Company, under 
investigation with respect to, any violation of any Applicable Law relating 
to any aspect of the business of the Company or any Subsidiary.
<PAGE>
3.14     Legal Proceedings.  There are no Proceedings pending or, to the best 
knowledge of the Company, threatened against or involving the Company or any 
Subsidiary (or any of their respective directors or officers in connection with 
the business or affairs of the Company or any Subsidiary) or any properties or 
rights of the Company or any Subsidiary, except (i) as disclosed on Schedule 
3.14, (ii) for any Proceedings that pertain to routine claims by persons other 
than Governmental Entities that are fully covered by insurance (subject to 
applicable insurance deductibles), (iii) for minor product or service warranty 
claims arising in the usual and ordinary course of business which in the 
aggregate may be satisfied at nominal cost to the Company, and (iv) for 
Proceedings which, individually or in the aggregate, if prosecuted to judgment, 
would not have a Material Adverse Effect on the Company.  Except as disclosed on
Schedule 3.14, any and all potential liability of the Company and the 
Subsidiaries under such Proceedings is adequately covered (except for standard 
deductible amounts) by the existing insurance maintained by the Company and the 
Subsidiaries.  Neither the Company nor any Subsidiary is subject to any 
judgment, order, writ, injunction, or decree of any Governmental Entity which 
has had or is reasonably likely to have a Material Adverse Effect on the 
Company.  There are no Proceedings pending or, to the best knowledge of the 
Company, threatened seeking to restrain, prohibit, or obtain damages or other 
relief in connection with this Agreement or the transactions contemplated 
hereby.

3.15      Permits.  The Company and the Subsidiaries hold all Permits necessary 
or required for the conduct of the business of the Company and the Subsidiaries 
as currently conducted, except where the failure to hold such Permits could not 
reasonably be expected to have a Material Adverse Effect.  Each of such Permits 
is in full force and effect, the Company or such Subsidiary is in compliance 
with all its obligations with respect thereto, and, to the best knowledge of the
Company, no event has occurred which permits, or with or without the giving of 
notice or the passage of time or both would permit, the revocation or 
termination of any thereof.  Except as disclosed on Schedule 3.15, no notice has
been issued by any Governmental Entity and no Proceeding is pending or, to the 
best knowledge of the Company, threatened with respect to any alleged failure by
the Company or a Subsidiary to have any Permit the absence of which would 
have a Material Adverse Effect on the Company.

3.16      Agreements.

     (a)     Set forth on Schedule 3.16 is a list of all the following 
agreements, arrangements, and understandings (written or oral, formal or 
informal) (collectively, for purposes of this Section, "agreements") to which 
the Company or any Subsidiary is a party or by which the Company or any 
Subsidiary or any of their respective properties is otherwise bound:

        (i)     collective bargaining agreements and similar agreements with 
employees as a group;

        (ii)     employee benefit agreements, trusts, plans, funds, or other 
arrangements of any nature, including those referred to in Section 5.2(e)(i);
<PAGE>
        (iii)     agreements with any current or former shareholder, director, 
officer, employee, consultant, or advisor or any affiliate of any such person;

        (iv)     agreements between or among the Company and any of the 
Subsidiaries;

        (v)     indentures, mortgages, security agreements, notes, loan or 
credit agreements, or other agreements relating to the borrowing of money by the
Company or any Subsidiary or to the direct or indirect guarantee or assumption 
by the Company or any Subsidiary of any obligation of others, including any 
agreement (other than trade payables incurred in the ordinary course of 
business) that has the economic effect although not the legal form 
of any of the foregoing;

        (vi)     agreements relating to the acquisition or disposition of 
assets, other than those entered into in the ordinary course of business 
consistent with past practice;

        (vii)     agreements relating to the acquisition or disposition of any 
interest in any business enterprise;

        (viii)     agreements containing any covenant limiting the freedom of 
the Company or any Subsidiary to engage in any line of business or compete with 
any other person in any geographic area or during any period of time;

        (ix)     joint venture agreements;

        (x)     contracts and other agreements under which the Company or any 
Subsidiary agrees to indemnify any party; and

        (xi)     other agreements, whether or not made in the ordinary course of
business, that are material to the business, assets, results of operations, 
condition (financial or otherwise), or prospects of the Company and the 
Subsidiaries considered as a whole.

     (b)     The Company has made available to Buyers accurate and complete 
copies of the agreements listed on Schedule 3.16.  Each of such agreements is a 
valid and binding agreement of the Company and the Subsidiaries (to the extent 
each is a party thereto) and (to the best knowledge of the Company) the other 
party or parties thereto, enforceable against the Company and the Subsidiaries 
(to the extent each is a party thereto) and (to the best knowledge of the 
Company) such other party or parties in accordance with its terms.  Neither the 
Company nor any Subsidiary is in breach of or in default under, nor has any 
event occurred which (with or without the giving of notice or the passage of 
time or both) would constitute a default by the Company or any Subsidiary under,
any of such agreements, and neither the Company nor any Subsidiary has received 
any notice from, or given any notice to, any other party indicating that 
the Company or any Subsidiary is in breach of or in default under any of such 
agreements, except in each case which could not be reasonably expected to have a
Material Adverse Effect.  To the best knowledge of the Company, no other party 
to any of such agreements is in breach of or in default under such agreements, 
nor has any assertion been made by the Company or any Subsidiary of any such 
breach or default.
<PAGE>
     (c)      Neither the Company nor any Subsidiary has received notice of any 
plan or intention of any other party to any material agreement to exercise any 
right of offset with respect to, or any right to cancel or terminate, any 
material agreement.  Neither the Company nor any Subsidiary currently 
contemplates, or has reason to believe any other person currently contemplates, 
any amendment or change to any agreement, which amendment or change could have a
Material Adverse Effect on the Company.

3.17     ERISA.  Other than a group health plan and a 401(k) plan, there is no 
"employee benefit plan", as defined in Section 3(3) of ERISA, (i) which is 
subject to any provision of ERISA, (ii) which is, or is required to be, 
maintained, administered, or contributed to by the Company or 
any affiliate of the Company, and (iii) which covers any employee or former 
employee of the Company or any affiliate of the Company or under which the 
Company or any affiliate of the Company has any liability.  For purposes of this
Section only, an "affiliate" of any person means any other person which, 
together with such person, would be treated as a single employer under 
Section 414 of the Code.

3.18      Environmental Matters .

     (a)      Except as disclosed on Schedule 3.18:
 
     (i)     the properties, operations, and activities of the Company and the 
Subsidiaries comply with all Applicable Environmental Laws (as defined below), 
except for noncompliance that could not reasonably be expected to have a 
Material Adverse Effect;

     (ii)     the Company and the Subsidiaries and the properties, operations, 
and activities of the Company and the Subsidiaries are not subject to any 
existing, pending, or, to the best knowledge of the Company, threatened 
Proceeding under, or to any remedial obligations under, any Applicable 
Environmental Laws that could reasonably be expected to have a Material Adverse 
Effect;

     (iii)     all Permits, if any, required to be obtained by the Company or 
any Subsidiary under any Applicable Environmental Laws in connection with any 
aspect of the business of the Company or the Subsidiaries, including without 
limitation those relating to the treatment, storage, disposal, or release of a 
hazardous material (as defined below), have been duly obtained and are in full 
force and effect, and the Company and the Subsidiaries are in compliance with 
the material terms and conditions of all such Permits; 

    (iv)     the Company and the Subsidiaries have satisfied and are currently 
in compliance with all financial responsibility requirements applicable to their
respective operations and imposed by any Governmental Entity under any 
Applicable Environmental Laws, and the Company and the Subsidiaries have not 
received any notice of noncompliance with any such financial responsibility 
requirements;

     (v)     to the best knowledge of the Company, there are no physical or 
environmental conditions existing on any property owned or leased by the Company
or any Subsidiary or resulting from the Company's or any Subsidiary's operations
or activities, past or present, at any location, that would give rise to any on-
site or off-site remedial obligations under any Applicable Environmental Laws, 
other than normal and ordinary remedial work associated with plugging and 
abandoning of oil and gas facilities; 
<PAGE>
     (vi)     to the best knowledge of the Company, since the effective date of 
the relative requirements of Applicable Environmental Laws, all hazardous 
materials generated by the Company or any Subsidiary or used in connection with 
their respective properties, operations, or activities have been transported 
only by carriers authorized under Applicable Environmental Laws to transport 
such materials, and have been disposed of only at treatment, storage, and 
disposal facilities authorized under Applicable Environmental Laws to treat, 
store, or dispose of such materials, and, to the best knowledge of the Company, 
such carriers and facilities, at the time of such transportation 
or disposal, were operating in compliance with such authorizations and were not 
the subject of any existing, pending, or threatened Proceeding in connection 
with any Applicable Environmental Laws; 

     (vii)     since the effective date of the relative requirements of 
Applicable Environmental Laws, there has been no exposure of any person or 
property to hazardous materials, nor has there been any release of hazardous 
materials into the environment in violation of any Applicable Environmental 
Laws, by the Company or any Subsidiary or in connection with their respective 
properties, operations, or activities that could reasonably be expected to give 
rise to any claim for damages or compensation that could 
reasonably be expected to have a Material Adverse Effect; and

     (viii)     the Company and the Subsidiaries shall make available to Buyers 
all internal and external environmental audits and studies and all 
correspondence on substantial environmental matters in the possession of the 
Company and the Subsidiaries relating to any of the current or former 
properties, operations, or activities of the Company and the 
Subsidiaries, provided that the Company and the Subsidiaries shall not be 
required to make available any such audits, studies, or correspondence that may 
be subject to the attorney-client privilege or similar privilege.  

     (b)      For purposes of this Agreement, "Applicable Environmental Laws" 
means any and all Applicable Laws pertaining to health, safety, or the 
environment in effect (currently or hereafter) in any and all jurisdictions in 
which the Company or the Subsidiaries have conducted operations 
or activities or owned or leased property, including, without limitation, the 
Clean Air Act, as amended, the Comprehensive Environmental Response, 
Compensation and Liability Act of 1980, as amended, the Rivers and Harbors Act 
of 1899, as amended, the Federal Water Pollution Control Act, as amended, the 
Occupational Safety and Health Act of 1970, as amended, the 
Resource Conservation and Recovery Act of 1976, as amended, the Safe Drinking 
Water Act, as amended, the Toxic Substances Control Act, as amended, the 
Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous 
Materials Transportation Act, as amended, the Texas Water Code, the Texas Solid 
Waste Disposal Act, and other environmental conservation or protection laws.  
For purposes of this Agreement, the term "hazardous material" 
means any substance which is listed or defined as a hazardous substance, 
hazardous constituent, or solid waste pursuant to any Applicable Environmental 
Laws.
<PAGE>
     (c)      The representations and warranties contained in this Section would
continue to be true and correct following disclosure to the applicable 
Governmental Entities of all relevant facts, conditions, and circumstances known
to the Company, if any, pertaining to the properties, operations, and activities
of the Company and the Subsidiaries.

3.19     Oil and Gas Properties.  

     (a)       Each of the Company and the Subsidiaries has good and marketable 
title to all of its material oil and gas properties and assets, free and clear 
of all liens other than as disclosed in Schedule 3.19; provided, that no 
representation or warranty is made with respect to any oil, gas 
or mineral property or interest to which no proved oil or gas reserves are 
properly attributed.  All proceeds from the sale of each the Company's and the 
Subsidiaries' share of the hydrocarbons being produced from its oil and gas 
properties are currently being paid in full to such party by the 
purchasers thereof on a timely basis and none of such proceeds are currently 
being held in suspense by such purchaser or any other party.  

     (b)     The Company has delivered to Buyers a copy of the reserve report 
(the "Reserve Report") dated as of January 1, 1999, prepared by T.J. Smith and 
Company, Inc., independent reserve engineers (the "Reserve Engineers"), relating
to the oil and gas reserves of the Company and the Subsidiaries.  The factual 
information underlying the estimates of the reserves of the Company and the 
Subsidiaries, which was supplied by the Company to the Reserve Engineers 
for the purpose of preparing the Reserve Report, including, without limitation, 
production, volumes, sales prices for production, contractual pricing provisions
under oil or gas sales or marketing contracts under hedging arrangements, costs 
of operations and development, and working interest and net revenue information 
relating to the Company's and the Subsidiaries' ownership interests in 
properties, was true and correct in all material respects on the date of such 
Reserve Report; the estimates of future capital expenditures and other future 
exploration and development costs supplied to the Reserve Engineers were 
prepared in good faith and with a reasonable basis; the information provided to 
the Reserve Engineers for purposes of preparing the Reserve Report was prepared 
in accordance with customary industry practices; the Reserve Engineers were, as 
of the date of the Reserve Report prepared by it, and are, as of the date 
hereof, independent petroleum engineers with respect to the Company and the 
Subsidiaries; other than normal production of the reserves and intervening oil 
and gas price fluctuations, the Company is not as of the date hereof and as of 
the Closing Date will not be, aware of any facts or circumstances that would 
result in a materially adverse change in the reserves in the aggregate, 
or the aggregate present value of future net cash flows therefrom, as described 
in the Reserve Report; estimates of such reserves and the present value of the 
future net cash flows therefrom in the Reserve Report comply in all material 
respects to the applicable requirements of Regulation S-X and Industry Guide 2 
under the Securities Act.
 
3.20     Nature of Company Assets.  The assets of the Company and of the 
Subsidiaries consist solely of (i) reserves of oil, rights to reserves of oil 
and associated exploration and production assets with a fair market value not 
exceeding $500 million and (ii) other assets with a fair market 
value not exceeding $15 million.  For purposes of this Section 3.20, the term 
"associated exploration and production assets" shall have the meaning ascribed 
thereto in Section 802.3 of the Rules promulgated pursuant to the Hart-Scott-
Rodino Antitrust Improvements Act of 1976.
<PAGE> 
3.21      Marketing of Production.  Except for contracts listed on Schedule 3.21
(with respect to all of which contracts the Company represents that it or its 
affiliates are receiving a price for all production sold thereunder which is 
computed in accordance with the terms of the relevant contract and are not 
having deliveries curtailed substantially below the subject property's 
delivery capacity), there exist no material agreements for the sale of 
production from the leasehold and other interests in oil, gas and other mineral 
properties owned, or otherwise held in the name of, the Company or its 
affiliates (collectively, the "Oil and Gas Properties") (including 
without limitation, calls on, or other rights to purchase, production, whether 
or not the same are currently being exercised) other than (i) agreements or 
arrangements pertaining to the sale of production at a price equal to or greater
than a price that is the market price from time to time existing in the areas 
where the Oil and Gas Properties subject to such agreement or arrangement 
are located, and (ii) agreements or arrangements that are cancelable on 90 days 
notice or less without penalty or detriment.

3.22       Material Personal Property.  All pipelines, wells, gas processing 
plants, platforms and other material improvements, fixtures and equipment owned 
in whole or in part by the Company or any of its affiliates that are necessary 
to conduct normal operations are being maintained in a state adequate to conduct
normal operations, and with respect to such of the foregoing which are 
operated by the Company or any of its affiliates, in a manner consistent with 
the Company's or its affiliates' past practices.

3.23      Intellectual Property.  The Company and its affiliates either own or 
have valid licenses or other rights to use all patents, copyrights, trademarks, 
software, databases, geological data, geophysical data, engineering data, maps, 
interpretations and other technical information used in their businesses as 
presently conducted, subject to the limitations contained in the agreements 
governing the use of the same, which limitations are customary for companies 
engaged in the business of the exploration and production of oil, gas, 
condensate and other hydrocarbons, with such exceptions as would not result in a
Material Adverse Effect on the Company.  There are no limitations contained in 
the agreements of the type described in the immediately preceding sentence 
which, upon consummation of the transactions contemplated by this Agreement, 
will alter or impair any such rights, breach any such agreement with any third 
party vendor, or require payments of additional sums thereunder, except any such
limitations that would not have a Material Adverse Effect on the Company.  The 
Company and its affiliates are in compliance in all material respects with such 
licenses and agreements and there are no pending or, to the best 
knowledge of the Company, threatened Proceedings challenging or questioning the 
validity or effectiveness of any license or agreement relating to such property 
or the right of the Company or any affiliate to use, copy, modify or distribute 
the same.

3.24      Brokerage Fees.  Neither the Company nor any of its affiliates has 
retained any financial advisor, broker, agent, or finder or paid or agreed to 
pay any financial advisor, broker, agent, or finder on account of this Agreement
or any transaction contemplated hereby.  The Company shall indemnify and hold 
harmless Buyers from and against any and all losses, claims, damages, and 
liabilities (including legal and other expenses reasonably incurred in 
connection with investigating or defending any claims or actions) with respect 
to any finder's fee, brokerage commission, or similar payment in connection with
any transaction contemplated hereby asserted by any person on the basis of any 
act or statement made or alleged to have been made by the Company or any of its 
affiliates.
<PAGE>
3.25     Disclosure.  No representation or warranty made by the Company in this 
Agreement, and no statement of the Company contained in any document, 
certificate, or other writing furnished or to be furnished by the Company 
pursuant hereto or in connection herewith, contains or will contain, at the time
of delivery, any untrue statement of a material fact or omits or will 
omit, at the time of delivery, to state any material fact necessary in order to 
make the statements contained therein, in light of the circumstances under which
they are made, not misleading.  The Company knows of no matter (other than 
matters of a general economic character, including commodity prices, not 
relating solely to the Company or any Subsidiary in any specific manner) 
which has not been disclosed to Buyers pursuant to this Agreement which has or 
is reasonably likely to have a Material Adverse Effect on the Company.  The 
Company has delivered or made available to Buyers accurate and complete copies 
of all agreements, documents, and other writings referred to or listed in this 
Article III or any Schedule hereto.

3.26      Representations and Warranties on Closing Date.  The representations 
and warranties made in this Article III will be true and correct in all material
respects on and as of the Closing Date with the same force and effect as if such
representations and warranties had been made on and as of the Closing Date, 
except that any such representations and warranties which expressly 
relate only to an earlier date shall be true and correct on the Closing Date as 
of such earlier date.

 
                              ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF BUYERS

     Each Buyer, only with respect to itself, represents and warrants to the 
Company that:

4.1      Organization and Formation.  Each corporate Buyer is duly organized, 
validly existing, and in good standing under the laws of the jurisdiction of its
incorporation and has all requisite corporate power and corporate authority to 
own, lease, and operate its properties and to carry on its business as now being
conducted.  Each partnership Buyer is duly formed and is in good 
standing (as applicable) under the laws of the jurisdiction of its formation.  
No actions or proceedings to dissolve any Buyer are pending or, to the best 
knowledge of Buyers, threatened.

4.2      Authority Relative to This Agreement.  Each Buyer has full power and 
authority to execute, deliver, and perform this Agreement and the Ancillary 
Documents to which it is a party and to consummate the transactions contemplated
hereby and thereby.  The execution, delivery, and performance by Buyers of this 
Agreement and the Ancillary Documents to which they are parties, and the 
consummation by them of the transactions contemplated hereby and thereby, 
have been duly authorized by all necessary corporate or partnership action, as 
applicable, of Buyers.  This Agreement has been duly executed and delivered by 
Buyers and constitutes, and each Ancillary Document executed or to be executed 
by Buyers has been, or when executed will be, duly executed and delivered by 
each Buyer and constitute, or when executed and delivered will constitute, valid
and legally binding obligations of each Buyer, enforceable against each 
Buyer in accordance with their respective terms, except that such enforceability
may be limited by (i) applicable bankruptcy, insolvency, reorganization, 
moratorium, and similar laws affecting creditors' rights generally and (ii) 
equitable principles which may limit the availability of certain 
equitable remedies (such as specific performance) in certain instances. 
<PAGE>
4.3     Noncontravention.  The execution, delivery, and performance by 
Buyers of this Agreement and the Ancillary Documents to which they are parties 
and the consummation by them of the transactions contemplated hereby and thereby
do not and will not (i) conflict with or result in a violation of any provision 
of the charter or bylaws (or other governing documents), as 
applicable, of Buyers, (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, or require any consent, approval, 
authorization, or waiver of any party to, any bond, debenture, note, mortgage, 
indenture, lease, contract, agreement, or other instrument or obligation to 
which any Buyer is a party or by which any Buyer or any of its 
properties may be bound or any Permit held by a Buyer, (iii) result in the 
creation or imposition of any Encumbrance upon the properties of Buyers, or (iv)
violate any Applicable Law binding upon Buyers, except, in the case of clauses 
(ii), (iii), and (iv) above, for any such conflicts, violations, defaults, 
terminations, cancellations, accelerations, or Encumbrances which would 
not, individually or in the aggregate, have a Material Adverse Effect on such 
Buyer or on the ability of such Buyer to consummate the transactions 
contemplated hereby.

4.4     Governmental Approvals.  No consent, approval, order, or 
authorization of, or declaration, filing, or registration with, any Governmental
Entity is required to be obtained or made by any Buyer in connection with the 
execution, delivery, or performance by Buyers of this Agreement and the 
Ancillary Documents to which they are parties or the consummation by them 
of the transactions contemplated hereby or thereby, other than as set forth on 
Schedule 4.4 or in the Small Business Sideletter (defined in Section 6.17 
hereof).

4.5    Financing.  Each Buyer has, and at the Closing will have, such funds 
as are necessary for the consummation by it of the transactions contemplated 
hereby.
 
4.6    Disclosure of Information.  Buyers represent that they have had an 
opportunity to ask questions of and receive answers from the Company regarding 
the Company and its business, assets, results of operation, and financial 
condition and the terms and conditions of the issuance of the Shares.  Each 
Buyer further represents that it has access to all filings duly made by the 
Company with the Securities and Exchange Commission since January 1, 1998.  The 
foregoing, however, shall not limit or modify the representations and warranties
of the Company in Article III, shall not limit the rights of Buyers prior to and
in anticipation of any issuance of the Shares pursuant hereto, and shall not 
limit the disclosure requirements of applicable federal and state 
securities laws.

4.7     Investment Experience.  Each Buyer acknowledges that it can bear 
the economic risk of its investment in the Shares, and has such knowledge and 
experience in financial and business matters that it is capable of evaluating 
the merits and risks of an investment in the Shares.
<PAGE> 
4.8     Restricted Securities.  Each Buyer understands that the Shares will 
not have been registered pursuant to the Securities Act or any applicable state 
securities laws, that the Shares will be characterized as "restricted 
securities" under federal securities laws, and that under such 
laws and applicable regulations the Shares cannot be sold or otherwise disposed 
of without registration under the Securities Act or an exemption therefrom.  In 
this connection, each Buyer represents that it is familiar with Rule 144 
promulgated under the Securities Act, as currently in effect, and understands 
the resale limitations imposed thereby and by the Securities Act.  
Appropriate stop transfer instructions may be issued to the transfer agent for 
securities of the Company (or a notation may be made in the appropriate records 
of the Company) in connection with the Shares.
 
4.9      Legend.  It is agreed and understood by Buyers that the 
certificates representing the Shares shall each conspicuously set forth on the 
face or back thereof, in addition to any legends required by Applicable Law or 
other agreement, a legend in substantially the following form:
 
          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
          REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, 
          OR ANY STATE SECURITIES LAWS.  SUCH SHARES MAY NOT BE SOLD OR 
          OTHERWISE TRANSFERRED UNLESS THEY ARE FIRST REGISTERED 
          PURSUANT TO THAT ACT AND APPLICABLE STATE SECURITIES LAWS OR 
          UNLESS THE CORPORATION RECEIVES A WRITTEN OPINION OF COUNSEL, 
          WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE 
          CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT 
          REQUIRED.

4.10    Accredited Investor; Investment Intent.  Each Buyer is an accredited 
investor as defined in Regulation D under the Securities Act.  Each Buyer is 
acquiring its portion of the Shares for its own account for investment and not 
with a view to, or for sale or other disposition in connection with, any 
distribution of all or any part thereof, except in compliance with applicable 
federal and state securities laws.

4.11    Legal Proceedings.  There are no Proceedings pending or, to the best 
knowledge of Buyers, threatened seeking to restrain, prohibit, or obtain damages
or other relief in connection with this Agreement or the transactions 
contemplated hereby.

4.12    Brokerage Fees.  No Buyer nor any of Buyers' affiliates has retained 
any financial advisor, broker, agent, or finder or paid or agreed to pay any 
financial advisor, broker, agent, or finder on account of this Agreement or any 
transaction contemplated hereby.  Buyers shall indemnify and hold harmless the 
Company from and against any and all losses, claims, damages, and liabilities 
(including legal and other expenses reasonably incurred in connection with 
investigating or defending any claims or actions) with respect to any finder's 
fee, brokerage commission, or similar payment in connection with any transaction
contemplated hereby asserted by any person on the basis of any act or statement 
made or alleged to have been made by Buyers or any of their affiliates.
<PAGE>
4.13     Disclosure.  No representation or warranty made by Buyers in this 
Agreement, and no statement of Buyers contained in any document, certificate, or
other writing furnished or to be furnished by Buyers pursuant hereto or in 
connection herewith, contains or will contain, at the time of delivery, any 
untrue statement of a material fact or omits, or will omit, at the time of 
delivery, to state any material fact necessary in order to make the statements 
contained therein, in the light of the circumstances under which they are made, 
not misleading.
 
4.14     Representations and Warranties on Closing Date.  The representations 
and warranties made in this Article IV will be true and correct in all material 
respects on and as of the Closing Date with the same force and effect as if such
representations and warranties had been made on and as of the Closing Date, 
except that any such representations and warranties which expressly 
relate only to an earlier date shall be true and correct on the Closing Date as 
of such earlier date.
 
 

                                 ARTICLE V

                     CONDUCT OF COMPANY PENDING CLOSING

     The Company hereby covenants and agrees with Buyers as follows:

5.1      Conduct and Preservation of Business.  Except as expressly provided 
in this Agreement, during the period from the date hereof to the Closing, the 
Company and the Subsidiaries (i) shall each conduct its operations according to 
its ordinary course of business consistent with past practice and in compliance 
with all Applicable Laws; (ii) shall each use its reasonable best efforts to 
preserve, maintain, and protect its properties; and (iii) shall each use its 
reasonable best efforts to preserve intact its business organization, to keep 
available the services of its officers and employees, and to maintain existing 
relationships with licensors, licensees, suppliers, contractors, distributors, 
customers, and others having business relationships with it.
 
5.2     Restrictions on Certain Actions.  Without limiting the generality of 
the foregoing, and except as otherwise expressly provided in this Agreement, 
prior to the Closing, neither the Company nor any Subsidiary shall, without the 
prior written consent of Buyer:
 
     (a)     amend its charter or bylaws;

     (b)     (i) issue, sell, or deliver (whether through the issuance or 
granting of options, warrants, commitments, subscriptions, rights to purchase, 
or otherwise) any shares of its capital stock of any class or any other 
securities or equity equivalents; or (ii) amend in any respect any of the terms 
of any such securities outstanding as of the date hereof;
<PAGE>
     (c)     (i) split, combine, or reclassify any shares of its capital stock; 
(ii) declare, set aside, or pay any dividend or other distribution (whether in 
cash, stock, or property or any combination thereof) in respect of its capital 
stock; (iii) repurchase, redeem, or otherwise acquire any of its securities or 
any securities of any Subsidiary; or (iv) adopt a plan of complete or partial 
liquidation or resolutions providing for or authorizing a liquidation, 
dissolution, merger, consolidation, conversion, restructuring, recapitalization,
or other reorganization of the Company or any Subsidiary;

     (d)     (i) except in the ordinary course of business consistent with past 
practice, create, incur, guarantee, or assume any indebtedness for borrowed 
money or otherwise become liable or responsible for the obligations of any other
person; (ii) make any loans, advances, or capital contributions to, or 
investments in, any other person (other than to wholly owned Subsidiaries); 
(iii) pledge or otherwise encumber shares of capital stock of the Company or any
Subsidiary; or (iv) except in the ordinary course of business consistent with 
past practice, mortgage or pledge any of its assets, tangible or intangible, 
or create or suffer to exist any lien thereupon; provided, however, that in no 
event shall the Company and the Subsidiaries (A) incur incremental indebtedness 
in excess of $                             in the aggregate or (B) incur 
incremental indebtedness which is not prepayable at any time without penalty or 
premium;

     (e)     (i) enter into, adopt, or (except as may be required by law) amend 
or terminate any bonus, profit sharing, compensation, severance, termination, 
stock option, stock appreciation right, restricted stock, performance unit, 
stock equivalent, stock purchase, pension, retirement, deferred compensation, 
employment, severance, or other employee benefit agreement, trust, plan, fund, 
or other arrangement for the benefit or welfare of any director, officer, or 
employee; (ii) except for normal increases in the ordinary course of 
business consistent with past practice that, in the aggregate, do not result in 
a material increase in benefits or compensation expense to the Company, increase
in any manner the compensation or fringe benefits of any director, officer, or 
employee; or (iii) pay to any director, officer, or employee any benefit not 
required by any employee benefit agreement, trust, plan, fund, or other 
arrangement as in effect on the date hereof;

     (f)     acquire, sell, lease, transfer, or otherwise dispose of, directly 
or indirectly, any assets outside the ordinary course of business consistent 
with past practice or any assets that in the aggregate are material to the 
Company and the Subsidiaries considered as a whole; 

     (g)     acquire (by merger, consolidation, or acquisition of stock or 
assets or otherwise) any corporation, partnership, or other business 
organization or division thereof;

     (h)     make any capital expenditure or expenditures which, individually, 
is in excess of $                    or, in the aggregate, are in excess of 
$______________;
<PAGE>
     (i)     amend any Tax Return or make any Tax election or settle or 
compromise any federal, state, local, or foreign Tax liability material to the 
Company and the Subsidiaries considered as a whole;

     (j)     pay, discharge, or satisfy any claims, liabilities, or obligations 
(whether accrued, absolute, contingent, unliquidated, or otherwise, and whether 
asserted or unasserted), other than the payment, discharge, or satisfaction in 
the ordinary course of business consistent with past practice, or in accordance 
with their terms, of liabilities reflected or reserved against in the Financial 
Statements or incurred since January 1, 1999 in the ordinary course of business 
consistent with past practice; provided, however, that in no event shall the 
Company or any Subsidiary repay any long-term indebtedness except to 
the extent required by the terms thereof;

     (k)     enter into any lease, contract, agreement, commitment, arrangement,
or transaction outside the ordinary course of business consistent with past 
practice;

     (l)     amend, modify, or change in any material respect any existing 
lease, contract, or agreement, other than in the ordinary course of business 
consistent with past practice;

     (m)     waive, release, grant, or transfer any rights of value, other than 
in the ordinary course of business consistent with past practice;

     (n)     change any of the accounting principles or practices used by it, 
except for any change required by reason of a concurrent change in generally 
accepted accounting principles and notice of which is given in writing by the 
Company to Buyers;

     (o)     take any action which would or might make any of the 
representations or warranties of the Company contained in this Agreement untrue 
or inaccurate as of any time from the date of this Agreement to the Closing or 
would or might result in any of the conditions set forth in this Agreement not 
being satisfied; or

     (p)     authorize or propose, or agree in writing or otherwise to take, any
of the actions described in this Section.


                               ARTICLE VI

                         ADDITIONAL AGREEMENTS

6.1      Access to Information; Confidentiality.
 
     (a)     Between the date hereof and the Closing, the Company: (i) shall 
give Buyers and their authorized representatives reasonable access to all 
employees, all plants, offices, warehouses, and other facilities, and all books 
and records, including work papers and other materials prepared by the Company's
independent public accountants, of the Company and the Subsidiaries, (ii) shall 
permit Buyers and their authorized representatives to make inspections as 
they may reasonably require, and (iii) shall cause the Company's officers and 
those of the Subsidiaries to furnish Buyers and their authorized representatives
with such financial and operating data and other information with respect to the
Company and the Subsidiaries as Buyers may from time to time reasonably request;
provided, however, that no investigation pursuant to this Section shall affect 
any representation or warranty of the Company contained in this Agreement or in 
any agreement, instrument, or document delivered pursuant hereto or in 
connection herewith; and provided further that the Company shall have the right 
to have a representative present at all times of any such inspections, 
interviews, and examinations conducted at or on the offices or other facilities 
or properties of the Company or its affiliates or representatives.
<PAGE>
     From time to time following the Closing the Company shall, after receiving 
not less than two (2) business days' notice from a Buyer, allow such Buyer and 
its authorized representatives (i) access to all books and records, including 
work papers and other materials prepared by the Company's independent public 
accountants, of the Company and the Subsidiaries, (ii) to make 
inspections of the facilities and assets of the Company and the Subsidiaries, 
and (iii) to receive other financial and operating data and other information 
with respect to the Company and the Subsidiaries as such Buyer may from time to 
time reasonably request.  The Company shall have no obligations to a Buyer under
the immediately preceding sentence in the event that such Buyer 
has sold at least fifty percent (50%) of the shares of Common Stock purchased by
such Buyer on the Closing Date.

     (b)     Buyers agree that all Confidential Information (as defined below) 
shall be kept confidential by Buyers and shall not be disclosed by Buyers in any
manner whatsoever; provided, however, that (i) any of such Confidential 
Information may be disclosed to such directors, officers, employees, and 
authorized representatives (including without limitation attorneys, accountants,
consultants, bankers, and financial advisors) of Buyers (collectively, for 
purposes of this Section, "Buyer Representatives") as need to know such 
information for the purpose of evaluating the transactions contemplated hereby, 
(ii) any disclosure of Confidential Information may be made to the extent to 
which the Company consents in writing, and (iii) Confidential Information may be
disclosed by a Buyer or any Buyer Representative to the extent that a Buyer or 
Buyer Representative is legally compelled to do so, provided that, prior to 
making such disclosure, such Buyer or Buyer Representative, as the case may be, 
advises and consults with the Company regarding such disclosure and provided 
further that such Buyer or Buyer Representative, as the case may be, discloses 
only that portion of the Confidential Information as is legally required.  
Buyers agree that none of the Confidential Information will 
be used for any purpose other than in connection with the transactions 
contemplated hereby.  The term "Confidential Information," as used herein, means
all information (irrespective of the form of communication) obtained by or on 
behalf of Buyers from the Company or their representatives pursuant to this 
Section and all similar information obtained from the Company or their 
representatives by or on behalf of Buyers prior to the date of this 
Agreement, other than information which (i) was or becomes generally available 
to the public other than as a result of disclosure by Buyers or any Buyer 
Representative, (ii) was or becomes available to Buyers on a 
nonconfidential basis from a person other than the Company or its 
representatives prior to disclosure to Buyers by the Company or its 
representatives, or (iii) was or becomes available to Buyers from a source other
than the Company and its representatives, provided that such source 
is not known by Buyers to be bound by a confidentiality agreement with the 
Company.

6.2      Mandatory Redemption. At the time, if any, that Tim Goff ceases to 
serve (for a period of 30 consecutive days or more) as the Chief Executive 
Officer of the Company while any shares of Preferred Stock are held by a Buyer, 
there shall be a mandatory redemption of the outstanding shares of Preferred 
Stock held by all Buyers, in accordance with Section 6(a) (or a successor 
thereto) of the Certificate of Designations establishing the Preferred Stock.
<PAGE> 
6.3      Third Party Consents.  The Company shall use its reasonable best 
efforts to obtain all consents, approvals, orders, authorizations, and waivers 
of, and to effect all declarations, filings, and registrations with, all third 
parties (including Governmental Entities) that are necessary, required, or 
deemed by Buyers to be desirable to enable the Company to issue the 
Shares to Buyers as contemplated by this Agreement and to otherwise consummate 
the transactions contemplated hereby.  All costs and expenses of obtaining or 
effecting any and all of the consents, approvals, orders, authorizations, 
waivers, declarations, filings, and registrations referred to in this Section 
shall be borne by the Company.
 
6.4     Reasonable Best Efforts.  Each party hereto agrees that it will not 
voluntarily undertake any course of action inconsistent with the provisions or 
intent of this Agreement and will use its reasonable best efforts to take, or 
cause to be taken, all action and to do, or cause to be done, all 
things reasonably necessary, proper, or advisable under Applicable Laws to 
consummate the transactions contemplated by this Agreement, including, without 
limitation, (i) cooperation in determining whether any consents, approvals, 
orders, authorizations, waivers, declarations, filings, or registrations of or 
with any Governmental Entity or third party are required in connection with the 
consummation of the transactions contemplated hereby; (ii) reasonable best 
efforts to obtain any such consents, approvals, orders, authorizations, and 
waivers and to effect any such declarations, filings, and registrations; (iii) 
reasonable best efforts to cause to be lifted or rescinded any injunction or 
restraining order or other order adversely affecting the ability of 
the parties to consummate the transactions contemplated hereby; (iv) reasonable 
best efforts to defend, and cooperation in defending, all lawsuits or other 
legal proceedings challenging this Agreement or the consummation of the 
transactions contemplated hereby; and (v) the execution of any additional 
instruments necessary to consummate the transactions contemplated hereby.
 
6.5     Registration Rights Agreement.  The Company and Buyers shall enter 
into an amended and restated registration rights agreement (the "Registration 
Agreement") at (and subject to the occurrence of) the Closing pursuant to which 
the Company shall agree to register under the Securities Act securities owned by
Buyers.  The Registration Agreement shall be in substantially 
the form set forth as Exhibit 6.5.
 
6.6     Shareholders' Agreement.  The Company and Buyers shall enter into an 
amended and restated shareholders' agreement (the "Shareholders' Agreement") at 
(and subject to the occurrence of) the Closing, substantially in the form set 
forth as Exhibit 6.6.
 
6.7      Option Plan.   The Company shall adopt an option plan (the "Option 
Plan") at (and subject to the occurrence of) the Closing, providing for option 
grants thereunder to each individual listed on Schedule 6.7(a).  The Option Plan
shall be in substantially the form set forth as Exhibit 6.7(b).  The Company 
shall submit the Option Plan to its shareholders for approval at its next annual
meeting of shareholders.
 
6.8      Public Announcements.  Except as may be required by Applicable Law 
or this Section 6.8, no Buyer, on the one hand, or the Company, on the other, 
shall issue any press release or otherwise make any public statement with 
respect to this Agreement or the transactions contemplated hereby without the 
prior written consent of the other parties (which consent shall 
not be unreasonably withheld).  Any such press release or public statement 
required by Applicable Law shall only be made after reasonable notice to the 
other parties.  Upon execution of this Agreement, the Company shall make a press
release in the form of Exhibit 6.8 and promptly file a report on Form 8-K with 
the Securities and Exchange Commission.
<PAGE> 
6.9      Notice of Litigation.  Until the Closing, (i) Buyers, upon learning 
of the same, shall promptly notify the Company of any Proceeding which is 
commenced or threatened against a Buyer and which affects this Agreement or the 
transactions contemplated hereby and (ii) the Company, upon learning of the 
same, shall promptly notify Buyers of any Proceeding which is 
commenced or threatened against the Company and which affects this Agreement or 
the transactions contemplated hereby and any Proceeding which is commenced or 
threatened against the Company or any Subsidiary and which would have been 
listed on Schedule 3.14 if such Proceeding had arisen prior to the date hereof.
 
6.10      Notification of Certain Matters.  The Company shall give prompt 
notice to Buyers of: (i) the occurrence or nonoccurrence of any event the 
occurrence or nonoccurrence of which would be likely to cause any representation
or warranty contained in Article III to be untrue or inaccurate  at or prior to 
the Closing, (ii) any failure of the Company to comply with or satisfy 
any covenant, condition, or agreement to be complied with or satisfied by the 
Company hereunder, and (iii) any notice or other communication from any person 
alleging that the consent or approval of such person is or may be required in 
connection with the transactions contemplated by this Agreement (other than 
those consents and approvals indicated as required on Schedule 3.6).  Buyers 
shall give prompt notice to the Company of: (i) the occurrence or 
nonoccurrence of any event the occurrence or nonoccurrence of which would be 
likely to cause any representation or warranty contained in Article IV to be 
untrue or inaccurate at or prior to the Closing, and (ii) any  failure of Buyers
to comply with or satisfy any covenant, condition, or agreement to be complied 
with or satisfied by such person hereunder.  The delivery of any notice 
pursuant to this Section shall not be deemed to: (i) modify the representations 
or warranties hereunder of the party delivering such notice, (ii) modify the 
conditions set forth in Articles VII and VIII, or (iii) limit or otherwise 
affect the remedies available hereunder to the party receiving 
such notice.
 
6.11      Amendment of Schedules.  Each party hereto agrees that, with 
respect to the representations and warranties of such party contained in this 
Agreement, such party shall have the continuing obligation until the Closing to 
supplement or amend promptly the Schedules hereto with respect to any matter 
hereafter arising or discovered which, if existing or known at 
the date of this Agreement, would have been required to be set forth or 
described in the Schedules.  For all purposes of this Agreement, including 
without limitation for purposes of determining whether the conditions set forth 
in Sections 7.1 and 8.1 have been fulfilled, the Schedules hereto shall be 
deemed to include only that information contained therein on the date 
of this Agreement and shall be deemed to exclude all information contained in 
any supplement or amendment thereto.
 
6.12      Fees and Expenses.  
 
     (a)     The Company shall, promptly after receiving a billing statement 
regarding same but no earlier than at the closing, pay all reasonable fees and 
expenses (including without limitation for legal counsel and accounting fees) of
Buyers as incurred in connection with the negotiation and preparation of this 
Agreement and the Ancillary Documents and in connection with the transactions 
contemplated hereby and thereby.
<PAGE>
     (b)     The Company shall be responsible for the payment of all of the 
Company's fees and expenses incurred in connection with this Agreement and the 
transactions contemplated hereby.

     (c)     In addition to the foregoing, at (and conditioned upon) the 
Closing, the Company shall pay in cash to Buyers a financing fee of One Million 
Five Hundred Thousand Dollars ($1,500,000), which shall be allocated among the 
Buyers pro rata in accordance with the number of shares of Preferred Stock 
purchased hereunder.

6.13     Transfer Taxes.  All sales, transfer, filing, recordation, 
registration, stamp, and similar Taxes and fees arising from or associated with 
the sale and transfer of the Shares as contemplated hereunder, whether levied on
Buyers or the Company, shall be borne by the Company and the Company shall file 
all necessary documentation with respect to, and make all payments of, such 
Taxes and fees on a timely basis.

6.14     Certificate of Designations.  No later than the Closing, the Company 
shall file with the Texas Secretary of State a Certificate of Designations in 
the form of Exhibit 6.14.
 
6.15     Bylaw Amendment.  No later than the Closing, the Company shall duly 
adopt an amendment to its Bylaws regarding requisite approval of Directors, in 
the form of Exhibit 6.15.
 
6.16     Noncompetition Agreement.  The Company and Tim J. Goff shall enter 
into a Confidentiality and Non-Compete Agreement (the "Non-Compete Agreement") 
at (and subject to the occurrence of) the Closing, substantially in the form set
forth as Exhibit 6.16.

6.17     Certain Regulatory Matters.  
 
      (a)     Each Buyer agrees to cooperate with the Company in all 
reasonable respects in complying with the terms and provisions of the letter 
agreement between the Company and EOS, BACI and SGCP, a copy of which is 
attached hereto as Exhibit 6.17, regarding small business matters (the "Small 
Business Sideletter"), including without limitation, voting to approve 
amending the Company's Articles of Incorporation, the Company's by-laws or this 
Agreement in a manner reasonably acceptable to the Buyers or any "Regulated 
Holder" (as defined in the Small Business Sideletter) entitled to make such 
request pursuant to the Small Business Sideletter in order to remedy a 
"Regulatory Problem" (as defined in the Small Business Sideletter).  Anything 
contained in this Section 6.17 to the contrary notwithstanding, no Buyer 
shall be required under this Section 6.17 to take any action that would 
adversely affect in any material respect such Buyer's rights under this 
Agreement, the Ancillary Documents, or otherwise as a shareholder of the 
Company.
 
      (b)     The Company and each Buyer agree not to amend or waive the 
voting or other provisions of the Company's Articles of Incorporation, the 
Company's by-laws or this Agreement if such amendment or waiver would cause any 
"Regulated Holder" to have a "Regulatory Problem" (as such terms are defined in 
the Small Business Sideletter).  Each of EOS, BACI and SGCP agrees to notify the
Company as to whether or not it would have any such Regulatory 
Problem promptly after such party has notice of such amendment or waiver.
<PAGE> 
6.18      Survival of Covenants.  Except for any covenant or agreement which 
by its terms expressly terminates as of a specific date or event, the covenants 
and agreements of the parties hereto contained in this Agreement shall survive 
the Closing without contractual limitation.
 
 
                             ARTICLE VII

              CONDITIONS TO OBLIGATIONS OF THE COMPANY

     The obligations of the Company to consummate the transactions contemplated 
by this Agreement shall be subject to the fulfillment on or prior to the Closing
Date of each of the following conditions:

7.1      Representations and Warranties True.  All the representations and 
warranties of Buyers contained in this Agreement, and in any agreement, 
instrument, or document delivered pursuant hereto or in connection herewith on 
or prior to the Closing Date, shall be true and correct in all material respects
as of the date made and (having been deemed to have been made again on and 
as of the Closing Date in the same language) shall be true and correct in all 
material respects on and as of the Closing Date, except as affected by 
transactions permitted by this Agreement and except to the extent that any such 
representation or warranty is made as of a specified date, in which case such 
representation or warranty shall have been true and correct in all material 
respects as of such specified date.

7.2     Covenants and Agreements Performed.  Buyers shall have performed and 
complied with in all material respects all covenants and agreements required by 
this Agreement to be performed or complied with by them on or prior to the 
Closing Date.
 
7.3     Certificate.  The Company shall have received a certificate executed 
by each Buyer dated the Closing Date, representing and certifying, in such 
detail as the Company may reasonably request, that the conditions set forth in 
Sections 7.1 and 7.2 have been fulfilled and that such Buyer is not in breach of
any provision of this Agreement.
 
7.4     Legal Proceedings.  No Proceeding shall, on the Closing Date, be 
pending or threatened seeking to restrain, prohibit, or obtain damages or other 
relief in connection with this Agreement or the consummation of the transactions
contemplated hereby.
 
 
                            ARTICLE VIII

                CONDITIONS TO OBLIGATIONS OF BUYERS

     The obligations of Buyers to consummate the transactions contemplated by 
this Agreement shall be subject to the fulfillment on or prior to the Closing 
Date of each of the following conditions:

8.1     Representations and Warranties True.  All the representations and 
warranties of the Company contained in this Agreement, and in any agreement, 
instrument, or document delivered pursuant hereto or in connection herewith on 
or prior to the Closing Date, shall be true and correct in all material respects
as of the date made and (having been deemed to have been made again on and as of
the Closing Date in the same language) shall be true and correct in all material
respects on and as of the Closing Date, except as affected by transactions 
permitted by this Agreement and except to the extent that any such 
representation or warranty is made as of a specified date, in which case such 
representation or warranty shall have been true and correct in 
all material respects as of such specified date.
<PAGE>
8.2     Covenants and Agreements Performed.  The Company shall have 
performed and complied with in all material respects all covenants and 
agreements required by this Agreement to be performed or complied with by it on 
or prior to the Closing Date.

8.3     Certificate.  Buyers shall have received a certificate executed on 
behalf of the Company by the chief executive officer and by the chief financial 
officer of the Company, dated the Closing Date, representing and certifying, in 
such detail as Buyers may reasonably request, that the conditions set forth in 
Sections 8.1 and 8.2 have been fulfilled and that the Company is not in 
breach of any provision of this Agreement.

8.4     Opinion of Counsel.  Buyers shall have received an opinion of Butler 
& Binion, L.L.P., legal counsel to the Company, dated the Closing Date, 
substantially in the form of Exhibit 8.4.  In rendering such opinion, such 
counsel may rely as to factual matters upon certificates or other 
documents furnished by directors and officers of the Company and by government 
officials and upon such other documents and data as such counsel deems 
appropriate as a basis for such opinion.
 
8.5      Legal Proceedings.  No Proceeding shall, on the Closing Date, be 
pending or threatened seeking to restrain, prohibit, or obtain damages or other 
relief in connection with this Agreement or the consummation of the transactions
contemplated hereby.

8.9      Consents.

     (a)  There shall have been obtained any and all material permits, consents,
and approvals of Governmental Entities that reasonably may be deemed necessary 
so that the consummation of the transactions contemplated hereby will be in 
compliance with Applicable Law, the failure to comply with which would have a 
Material Adverse Effect on the Company.

     (b)  All consents and approvals of private persons, (i) the granting of 
which is necessary for the consummation of the transactions contemplated hereby 
and (ii) the non-receipt of which would have a Material Adverse Effect on the 
Company, shall have been obtained.

8.10     No Material Adverse Change.  Since the date of this Agreement, there
shall not have been any material adverse change in the business, assets, results
of operations, condition (financial or otherwise), or prospects of the Company 
and the Subsidiaries considered as a whole.
 
8.11     Due Diligence.  The due diligence conducted by Buyers and their 
representatives in connection with the proposed transactions contemplated hereby
shall not have caused Buyers or their representatives to become aware of any 
facts relating to the business, assets, results of operations, condition 
(financial or otherwise), or prospects of the Company or any Subsidiary 
which, in the good faith judgment of Buyers, make it inadvisable for Buyers to 
proceed with the consummation of the transactions contemplated hereby.
<PAGE> 
8.12     Other Documents .  Buyers shall have received the certificates, 
instruments, and documents listed below:
 
     (a)  In accordance with the denominations designated in Schedule 1.1, stock
certificates in definitive form and duly executed on behalf of the Company, 
representing the portion of the Shares registered in the name of each Buyer.

     (b)  A copy of the resolutions of the Board of Directors of the Company 
authorizing the execution, delivery, and performance by the Company of this 
Agreement, certified by the secretary or an assistant secretary of the Company.

     (c)  Certificates from the Secretary of State of Texas and the Comptroller 
of Public Accounts of the State of Texas, each dated not more than ten days 
prior to the Closing Date, as to the legal existence and good standing, 
respectively, of the Company and the Subsidiaries under the laws of such state.

     (d)  Certificates from the Secretaries of State of the states listed on 
Schedule 3.2, as to the due qualification or licensing of the Company and the 
Subsidiaries, as applicable, to do business in such states, dated not more than 
ten days prior to the Closing Date.

     (e)  An original Shareholders' Agreement, Registration Agreement and Non-
Compete Agreement, each duly signed by an authorized officer of the Company and 
all other parties thereto.

     (f)  A file-stamped copy of the Certificate of Designations required by 
Section 6.14 hereof and showing acceptance by the Texas Secretary of State.

     (g)  Such other certificates, instruments, and documents as may be 
reasonably requested by Buyers to carry out the intent and purposes of this 
Agreement.

      8  Conversion of Outstanding Preferred Stock .  Any and all shares of 
preferred stock of the Company outstanding on the date hereof shall have been 
fully converted into Common Stock in accordance with the existing terms of such 
preferred stock on the date hereof.
 
 
                              ARTICLE IX

                  TERMINATION, AMENDMENT, AND WAIVER

9.1      Termination.  This Agreement may be terminated and the transactions 
contemplated hereby abandoned at any time prior to the Closing in the following 
manner:

     (a)     by mutual written consent of the Company and Buyers; or

     (b)     by either the Company or Buyers, if:

       (i)  the Closing shall not have occurred on or before May 15, 1999 unless
such failure to close shall be due to a breach of this Agreement by the party 
seeking to terminate this Agreement pursuant to this clause (i); or

      (ii)  there shall be any statute, rule, or regulation that makes 
consummation of the transactions contemplated hereby illegal or otherwise 
prohibited or a Governmental Entity shall have issued an order, decree, or 
ruling or taken any other action permanently restraining, enjoining, or 
otherwise prohibiting the consummation of the transactions contemplated hereby, 
and such order, decree, ruling, or other action shall have become final and 
nonappealable; or

     (c)  by the Company, if (i) any of the representations and warranties of 
Buyers contained in this Agreement shall not be true and correct in any respect 
which is material to Buyers or the ability of Buyers to consummate the 
transactions contemplated hereby, or (ii) Buyers shall have failed to fulfill in
any material respect any of their obligations under this Agreement, and, in the 
case of each of clauses (i) and (ii), such misrepresentation, breach of 
warranty, or failure (provided it can be cured) has not been cured within ten 
days after written notice thereof from the Company to Buyers; or
<PAGE>
     (d)     by Buyers, if (i) any of the representations and warranties of the 
Company contained in this Agreement shall not be true and correct in any respect
which is material to the Company and the Subsidiaries considered as a whole or 
the ability of the Company to consummate the transactions contemplated hereby, 
(ii) the Company shall have failed to fulfill in any material respect any of its
obligations under this Agreement, and, in the case of each of clauses (i) and 
(ii), such misrepresentation, breach of warranty, or failure (provided it can be
cured) has not been cured within ten days after written notice thereof 
from Buyers to the Company, or (iii) the due diligence conducted by Buyers and 
their representatives in connection with the proposed transactions contemplated 
hereby shall have caused Buyers or their representatives to become aware of any 
facts relating to the business, assets, results of operations, condition 
(financial or otherwise), or prospects of the Company or any Subsidiary which, 
in the good faith judgment of Buyers, make it inadvisable for Buyers to proceed 
with the consummation of the transactions contemplated hereby.

9.2     Effect of Termination.  In the event of the termination of this 
Agreement pursuant to Section 9.1 by the Company, on the one hand, or Buyer, on 
the other, written notice thereof shall forthwith be given to the other party 
specifying the provision hereof pursuant to which such termination is made, and 
this Agreement shall become void and have no effect, except that the 
agreements contained in this Section and in Sections 6.1(b), 6.8, 6.12, 11.1, 
11.5, and 11.14 and in Article XI shall survive the termination hereof.  Nothing
contained in this Section shall relieve any party from liability for damages 
actually incurred as a result of any breach of this Agreement.
 
9.3     Amendment.  This Agreement may not be amended except by an 
instrument in writing signed by or on behalf of all the parties hereto.
 
9.4     Waiver.  The Company, on the one hand, or Buyers, on the other, may: 
(i) waive any inaccuracies in the representations and warranties of the other 
contained herein or in any document, certificate, or writing delivered pursuant 
hereto, or (ii) waive compliance by the other with any of the other's agreements
or fulfillment of any conditions to its own obligations contained herein.  Any 
agreement on the part of a party hereto to any such waiver shall be valid 
only if set forth in an instrument in writing signed by or on behalf of such 
party.  No failure or delay by a party hereto in exercising any right, power, or
privilege hereunder shall operate as a waiver thereof nor shall any single or 
partial exercise thereof preclude any other or further exercise thereof or the 
exercise of any other right, power, or privilege.
 
9.5      Remedies Not Exclusive.  The rights and remedies herein provided 
shall be cumulative and not exclusive of any rights or remedies provided by law.
The rights and remedies of any party based upon, arising out of, or otherwise in
respect of any inaccuracy in or breach of any representation, warranty, 
covenant, or agreement contained in this Agreement shall in no way be 
limited by the fact that the act, omission, occurrence, or other state of facts 
upon which any claim of any such inaccuracy or breach is based may also be the 
subject matter of any other representation, warranty, covenant, or agreement 
contained in this Agreement (or in any other agreement between the parties) as 
to which there is no inaccuracy or breach.
<PAGE> 
 
                                  ARTICLE X

                            COMMON STOCK CLAW-BACK

     In the event that, and only if, the Company, prior to the second 
anniversary of the Closing Date, fully redeems all shares of Preferred Stock 
issued to Buyers pursuant to this Agreement (the "Preferred Redemption"), then 
the Company shall simultaneously purchase, and each Buyer shall sell, assign and
transfer, one-eighth (12.5%) of the total shares of Common Stock originally 
issued to such Buyer pursuant to this Agreement plus any Other Securities, 
subject to adjustment as provided herein, for a total purchase price of $100 
(the "Redemption Price").  On the date of the Preferred Redemption, each Buyer 
shall surrender a certificate or certificates for such shares to the Company and
shall thereupon be entitled to receive payment of its pro rata share of the 
Redemption Price.  If the Company effects a split or combination of the Common 
Stock, including a dividend payable in shares of Common Stock, the number of 
shares of Common Stock subject to purchase in connection with the Preferred 
Redemption shall be proportionately adjusted.


                              ARTICLE XI

                      SURVIVAL OF REPRESENTATIONS;
                            INDEMNIFICATION

11.1      Survival.  The representations and warranties of the parties hereto 
contained in this Agreement or in any certificate, instrument, or document 
delivered pursuant hereto shall survive the Closing without contractual 
limitation, regardless of any investigation made by or on behalf 
of any party.

11.2     Indemnification by Company.  Subject to the terms and conditions of 
this Article XI, the Company shall indemnify, defend, and hold harmless Buyers 
from and against any and all claims, actions, causes of action, demands, 
assessments, losses, damages, liabilities, judgments, settlements, penalties, 
costs, and expenses (including reasonable attorneys' fees and expenses), of 
any nature whatsoever (collectively, "Damages"), asserted against, resulting to,
imposed upon, or incurred by Buyers, directly or indirectly, by reason of or 
resulting from any breach by the Company of any of its representations, 
warranties, covenants, or agreements contained in this Agreement or in any 
certificate, instrument, or document delivered pursuant hereto.
 
11.3      Indemnification by Buyers.  Subject to the terms and conditions of 
this Article XI, each Buyer (severally and not jointly) shall indemnify, defend,
and hold harmless the Company from and against any and all Damages asserted 
against, resulting to, imposed upon, or incurred by the Company, directly or 
indirectly, by reason of or resulting from any breach by such Buyer of any 
of its representations, warranties, covenants, or agreements contained in this 
Agreement or in any certificate, instrument, or document delivered pursuant 
hereto.
<PAGE> 
11.4      Procedure for Indemnification.  Promptly after receipt by an 
indemnified party under Section 11.2 or 11.3 of notice of the commencement of 
any action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party under such Section, give written notice to 
the indemnifying party of the commencement thereof, but the failure so to 
notify the indemnifying party shall not relieve it of any liability that it may 
have to any indemnified party except to the extent the indemnifying party 
demonstrates that the defense of such action is prejudiced thereby.  In case any
such action shall be brought against an indemnified party and it shall give 
written notice to the indemnifying party of the commencement thereof, the 
indemnifying party shall be entitled to participate therein and, to the 
extent that it may wish, to assume the defense thereof with counsel reasonably 
satisfactory to such indemnified party.  If the indemnifying party elects to 
assume the defense of such action, the indemnified party shall have the right to
employ separate counsel at its own expense and to participate in the defense 
thereof.  If the indemnifying party elects not to assume (or fails to 
assume) the defense of such action, the indemnified party shall be entitled to 
assume the defense of such action with counsel of its own choice, at the expense
of the indemnifying party.  If the action is asserted against both the 
indemnifying party and the indemnified party and there is a 
conflict of interests which renders it inappropriate for the same counsel to 
represent both the indemnifying party and the indemnified party, the 
indemnifying party shall be responsible for paying for separate counsel for the 
indemnified party; provided, however, that if there is more 
than one indemnified party, the indemnifying party shall not be responsible for 
paying for more than one separate firm of attorneys to represent the indemnified
parties, regardless of the number of indemnified parties.  If the indemnifying 
party elects to assume the defense of such action, (a) no compromise or 
settlement thereof may be effected by the indemnifying party without the 
indemnified party's written consent (which shall not be unreasonably withheld) 
unless the sole relief provided is monetary damages that are paid in full by the
indemnifying party and (b) the indemnifying party shall have no liability with 
respect to any compromise or settlement thereof effected without its written 
consent (which shall not be unreasonably withheld).
 
11.5      Indemnification Despite Negligence.  It is the express intention of 
the parties hereto that each person to be indemnified pursuant to this Article 
XI shall be indemnified and held harmless from and against all Damages as to 
which indemnity is provided for under this Article XI notwithstanding that any 
such Damages arise out of or result from the ordinary, strict, sole, or 
contributory negligence of such person and regardless of whether any other 
person (including the other parties to this Agreement) is or is not also 
negligent.
 

                              ARTICLE XII

                             MISCELLANEOUS

12.1      Notices.  All notices, requests, demands, and other communications 
required or permitted to be given or made hereunder by any party hereto shall be
in writing and shall be deemed to have been duly given or made if (i) delivered 
personally, (ii) transmitted by first class registered or certified mail, 
postage prepaid, return receipt requested, (iii) sent by prepaid 
overnight courier service, or (iv) sent by telecopy or facsimile transmission, 
answer back requested, to the parties at the following addresses (or at such 
other addresses as shall be specified by the parties by like notice):

<PAGE>


     If to Energy PLC, EnCap III-B, BOCP or Fund III:

                  c/o EnCap Investments, L.C.
                  1100 Louisiana, Suite 3150
                  Houston, Texas  77002
                  Attention: D. Martin Phillips
                  Fax No.:  713-659-6130

          with a copy to:

                  Thompson & Knight, P.C.
                  1700 Chase Tower, 600 Travis
                  Houston, TX  77002
                  Attention:  Michael K. Pierce, Esq.
                  Telefax: 713-217-2828

If to Kayne:

                  Kayne Anderson Investment Management
                  1800 Ave. of the Stars, # 1425
                  Los Angeles, California 90067
                  Attention:  Robert B. Sinnott
                  Fax No.: 310-284-6490

If to BACI:

                  Bank of America Capital Investors
                  100 North Tryon Street, 25th Floor
                  Charlotte, North Carolina 28255
                  Attention:  J. Travis Hain
                  Fax No.: 704-386-6432

If to EOS:

                  EOS Partners, L.P.
                  320 Park Avenue
                  New York, New York  10022
                  Attention:  Brian D. Young
                  Fax No.: 212-832-5815



If to SGCP:

                  SGC Partners II LLC
                  c/o SG Capital Partners, LLC
                  1221 Avenue of the Americas, 15th Floor
                  New York, NY  10020
                  Attention:  V. Frank Pottow
                  Fax No.: 212-278-5454
<PAGE>     
          If to the Company:

                  Bargo Energy Company
                  700 Louisiana, Suite 3700
                  Houston, Texas 77002
                  Attention:  Tim J. Goff and Lee Seekely
                  Telefax:  (713) 236-9799

          with, a copy to:

                  Butler & Binion, L.L.P.
                  1000 Louisiana, Suite 1600
                  Houston, TX  77002
                  Attention:  George G. Young, Esq.
                  Telefax:  713-237-3202

Such notices, requests, demands, and other communications shall be effective (i)
if delivered personally or sent by courier service, upon actual receipt by the 
intended recipient, (ii) if mailed, upon the earlier of five days after deposit 
in the mail or the date of delivery as shown by the return receipt therefor, or 
(iii) if sent by telecopy or facsimile transmission, when the answer 
back is received.

12.2      Entire Agreement.  This Agreement, together with the Schedules, 
Exhibits, Annexes, and other writings referred to herein or delivered pursuant 
hereto, constitute the entire agreement between the parties hereto with respect 
to the subject matter hereof and supersede all prior agreements and 
understandings, both written and oral, between the parties with respect to the 
subject matter hereof.
 
12.3      Binding Effect; Assignment; No Third Party Benefit.  This Agreement 
shall be binding upon and inure to the benefit of the parties hereto and their 
respective heirs, legal representatives, successors, and permitted assigns.  
Except as otherwise expressly provided in this Agreement, neither this Agreement
nor any of the rights, interests, or obligations hereunder shall be assigned 
by any of the parties hereto without the prior written consent of the other 
parties, except that a Buyer may assign to any affiliate of such Buyer any of 
such Buyer's rights, interests, or obligations hereunder, upon notice to the 
other party or parties, provided that (i) no such assignment shall relieve such 
Buyer of its obligations hereunder and (ii) the transferee makes the 
representations in Sections 4.6 through 4.11 hereof.  Except as provided in 
Article XI, nothing in this Agreement, express or implied, is intended to or 
shall confer upon any person other than the parties hereto, and their respective
heirs, legal representatives, successors, and permitted assigns, any rights, 
benefits, or remedies of any nature whatsoever under or by reason of this 
Agreement.
 
12.4      Severability.  If any provision of this Agreement is held to be 
unenforceable, this Agreement shall be considered divisible and such provision 
shall be deemed inoperative to the extent it is deemed unenforceable, and in all
other respects this Agreement shall remain in full force and effect; provided, 
however, that if any such provision may be made enforceable by limitation 
thereof, then such provision shall be deemed to be so limited and shall be 
enforceable to the maximum extent permitted by Applicable Law.
<PAGE> 
12.5      GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND 
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF 
THE STATE OF TEXAS, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF 
LAWS THEREOF. 
 
12.6      Further Assurances.  From time to time following the Closing, at 
the request of any party hereto and without further consideration, the other 
party or parties hereto shall execute and deliver to such requesting party such 
instruments and documents and take such other action (but without incurring any 
material financial obligation) as such requesting party may reasonably 
request in order to consummate more fully and effectively the transactions 
contemplated hereby.
 
12.7      Descriptive Headings.  The descriptive headings herein are 
inserted for convenience of reference only, do not constitute a part of this 
Agreement, and shall not affect in any manner the meaning or interpretation of 
this Agreement.
 
12.8      Gender.  Pronouns in masculine, feminine, and neuter genders shall 
be construed to include any other gender, and words in the singular form shall 
be construed to include the plural and vice versa, unless the context otherwise 
requires.
 
12.9      References.  All references in this Agreement to Articles, 
Sections, and other subdivisions refer to the Articles, Sections, and other 
subdivisions of this Agreement unless expressly provided otherwise.  The words 
"this Agreement", "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.  Whenever the words 
"include", "includes", and "including" are used in this Agreement, such words 
shall be deemed to be followed by the words "without limitation".  Each 
reference herein to a Schedule, Exhibit, or Annex refers to the 
item identified separately in writing by the parties hereto as the described 
Schedule, Exhibit, or Annex to this Agreement.  All Schedules, Exhibits, and 
Annexes are hereby incorporated in and made a part of this Agreement as if set 
forth in full herein.
 
12.10     Counterparts.  This Agreement may be executed by the parties 
hereto in any number of counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same agreement.  Each counterpart 
may consist of a number of copies hereof each signed by less than all, but 
together signed by all, the parties hereto.
 
12.11      Injunctive Relief.  The parties hereto acknowledge and agree that 
irreparable damage would occur in the event any of the provisions of this 
Agreement were not performed in accordance with their specific terms or were 
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of the provisions 
of this Agreement, and shall be entitled to enforce specifically the provisions 
of this Agreement, in any court of the United States or any state thereof having
jurisdiction, in addition to any other remedy to which the parties may be 
entitled under this Agreement or at law or in equity.
<PAGE> 
12.12     Schedules (Disclosure).  Each of the Schedules to this Agreement 
shall be deemed to include and incorporate all disclosures made on the other 
Schedules to this Agreement.  It is understood and agreed that the specification
of any dollar amount in the representations and warranties contained in this 
Agreement or the inclusion of any specific item in the Schedules is 
not intended to imply that such amounts or higher or lower amounts, or the items
so included or other items, are or are not material, and no party shall use the 
fact of the setting of such amounts or the fact of the inclusion of any such 
item in the Schedules in any dispute or controversy between the parties as to 
whether any obligation, item, or matter not described herein or included 
in a Schedule is or is not material for purposes of this Agreement.
 
12.13      Schedules (Construction).  In the event of any inconsistency 
between the statements in the body of this Agreement and those in the Schedules 
(other than an exception expressly set forth as such in the Schedules in 
relation to a specifically identified representation or warranty), 
those in this Agreement shall control.

12.14      Consent to Jurisdiction; Waiver of Jury Trial.
 
      (a)      The parties hereto hereby irrevocably submit to the 
jurisdiction of the courts of the State of Texas and the federal courts of the 
United States of America located in Houston, Texas, and appropriate appellate 
courts therefrom, over any dispute arising out of or relating to this 
Agreement or any of the transactions contemplated hereby, and each party hereby 
irrevocably agrees that all claims in respect of such dispute or proceeding may 
be heard and determined in such courts.  The parties hereby irrevocably waive, 
to the fullest extent permitted by Applicable Law, any objection which they may 
now or hereafter have to the laying of venue of any dispute arising out of or 
relating to this Agreement or any of the transactions contemplated hereby 
brought in such court or any defense of inconvenient forum for the maintenance 
of such dispute.  Each of the parties hereto agrees that a judgment in any such 
dispute may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law.  This consent to jurisdiction is being given 
solely for purposes of this Agreement and is not intended to, and shall 
not, confer consent to jurisdiction with respect to any other dispute in which a
party to this Agreement may become involved.
 
      (b)      Each of the parties hereto hereby consents to process being 
served by any party to this Agreement in any suit, action, or proceeding of the 
nature specified in subsection (a) above by the mailing of a copy thereof in the
manner specified by the provisions of Section 11.1. 

      (c)  Furthermore, all parties hereto waive any and all rights to have a 
jury resolve or otherwise preside, in whole or in part, over any dispute or 
Proceeding involving any of the parties hereto and regarding (i) this Agreement,
(ii) the documents required hereby, or (iii) any of the transactions 
contemplated hereby or thereby.
 
12.15      Liability of Buyers.  The liability of each Buyer with respect to 
the agreements, covenants, representations and warranties of Buyers contained in
this Agreement or in any certificate, instrument, or document delivered pursuant
hereto shall be to the extent such agreements, covenants, representations or 
warranties applies to himself, herself, or itself  and not with respect to any 
other Buyer.
<PAGE> 
12.16      Consent to Certain Stock Issuances.  By its execution hereof, each 
Buyer hereby consents to the issuance of Common Stock upon exercise of warrants 
and options to purchase Common Stock outstanding as of the date hereof and upon 
exercise of options to purchase Common Stock granted as set forth on Schedule 
6.7(a) hereof.

 
                              ARTICLE XIII

                             DEFINITIONS

13.1      Certain Defined Terms.  As used in this Agreement, each of the 
following terms has the meaning given it below:
 
     "affiliate" means, with respect to any person, any other person that, 
directly or indirectly, through one or more intermediaries, controls, is 
controlled by, or is under common control with, such person.  For the purposes 
of this definition, "control" when used with respect to any person means 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" have meanings correlative to the foregoing.

     "Ancillary Documents" means each agreement, instrument, and document (other
than this Agreement) executed or to be executed in connection with the 
transactions contemplated by this Agreement.

     "Applicable Law" means any statute, law, rule, or regulation or any 
judgment, order, writ, injunction, or decree of any Governmental Entity to which
a specified person or property is subject.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Company" means Bargo Energy Company, a Texas corporation, and, unless the 
context otherwise requires, includes the Company's predecessor, Future Petroleum
Corporation, a Utah corporation.

     "Encumbrances" means liens, charges, pledges, options, mortgages, deeds of 
trust, security interests, claims, restrictions (whether on voting, sale, 
transfer, disposition, or otherwise), easements, and other encumbrances of every
type and description, whether imposed by law, agreement, understanding, or 
otherwise.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "GAAP" means generally accepted accounting principles in the United States 
of America from time to time.
<PAGE>
     "Governmental Entity" means any court or tribunal in any jurisdiction 
(domestic or foreign) or any federal, state, municipal, or other governmental 
body, agency, authority, department, commission, board, bureau, or 
instrumentality (domestic or foreign), as well as the New York Stock Exchange, 
The Nasdaq Stock Market, and any exchange upon which the Common Stock is listed 
from time to time.

     "Material Adverse Effect" means any change, development, or effect 
(individually or in the aggregate) which is, or is reasonably likely to be, 
materially adverse (i) to the business, assets, results of operations or 
condition (financial or otherwise) of a party, or (ii) to the ability of a party
to perform on a timely basis any material obligation under this Agreement or any
agreement, instrument, or document entered into or delivered in connection 
herewith.

     "Other Securities" means any stock (other than Common Stock), bond, note or
other securities issued to a holder of Common Stock (on account of Common Stock 
issued pursuant to this Agreement) pursuant to any merger, consolidation, 
reorganization, recapitalization, dividend or other distribution.

     "Permits" means licenses, permits, franchises, consents, approvals, 
variances, exemptions, and other authorizations of or from Governmental 
Entities.

     "person" means any individual, corporation, partnership, joint venture, 
association, joint-stock company, trust, enterprise, unincorporated 
organization, or Governmental Entity.

     "Proceedings" means all proceedings, actions, claims, suits, 
investigations, and inquiries by or before any arbitrator or Governmental 
Entity.

     "reasonable best efforts" means a party's reasonable best efforts in 
accordance with reasonable commercial practice and without the incurrence of 
unreasonable expense.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Subsidiary" means any corporation more than 50% of whose outstanding 
voting securities, or any general partnership, joint venture, or similar entity
more than 50% of whose total equity interests, is owned, directly or indirectly,
by the Company, or any limited partnership of which the Company or any 
Subsidiary is a general partner.

     "Taxes" means any income taxes or similar assessments or any sales, excise,
occupation, use, ad valorem, property, production, severance, transportation, 
employment, payroll, franchise, or other tax imposed by any United States 
federal, state, or local (or any foreign or provincial) taxing authority, 
including any interest, penalties, or additions attributable thereto.
<PAGE>
     "Tax Return" means any return or report, including any related or 
supporting information, with respect to Taxes.

     "to the best knowledge" of a specified person (or similar references to a 
person's knowledge) means all information to be attributed to such person 
actually or constructively known to (a) such person in the case of an individual
or (b) in the case of a corporation or other entity, an  executive officer or 
employee who devoted substantive attention to matters of such nature during the 
ordinary course of his employment by such person.  A person has "constructive 
knowledge" of those matters which the individual involved could reasonably be 
expected to have as a result of undertaking an investigation of such a scope and
extent as a reasonably prudent man would undertake concerning the particular 
subject matter.  





     IN WITNESS WHEREOF, the parties have executed this Agreement, or caused 
this Agreement to be executed by their duly authorized representatives, all as 
of the day and year first above written.

                              THE COMPANY:

                              BARGO ENERGY COMPANY


                              By: /s/ Tim J. Goff         
                              Name: Tim J. Goff    
                              Title:  President   



                              BUYERS:


                              ENERGY CAPITAL INVESTMENT COMPANY PLC


                              By:  /s/ Gary R. Petersen        
                              Gary R. Petersen
                              Director


                              ENCAP ENERGY CAPITAL FUND III, L.P.
                              By: EnCap Investments L.C., General Partner


                              By:  /s/ D. Martin Phillips        
                              D. Martin Phillips
                              Managing Director

<PAGE>
                              ENCAP ENERGY CAPITAL FUND III-B, L.P.
                              By: EnCap Investments L.C., General Partner


                              By:  /s/ D. Martin Phillips        
                              D. Martin Phillips
                              Managing Director



                              BOCP ENERGY PARTNERS, L.P.
                              By: EnCap Investments L.C., Manager


                              By:  /s/ D. Martin Phillips        
                              D. Martin Phillips
                              Managing Director


                              EOS PARTNERS, L.P.


                              By:  /s/ EOS PARTNERS, L.P.        
                              Name:     
                              Title:     


                              EOS PARTNERS SBIC, L.P.
                              By: Eos SBIC General, L.P., its general partner
                              By: Eos SBIC, Inc., its general partner


                              By:    /s/ EOS PARTNERS SBIC, L.P.      
                              Name:     
                              Title:     


                              EOS PARTNERS SBIC II, L.P.
                              By: Eos SBIC General II, L.P., its general partner
                              By: Eos SBIC II, Inc., its general partner


                              By:  /s/ EOS PARTNERS SBIC II, L.P.        
                              Name:     
                              Title:     


                              SGC PARTNERS II LLC     


                              By: /s/ V. Frank Pottow         
                              V. Frank Pottow
                              Managing Director



                              BANCAMERICA CAPITAL INVESTORS SBIC I, L.P.
                              By: BancAmerica Capital Management SBIC I, LLC,
                                     its general partner
                              By: BancAmerica Capital Management I, L.P., its
                                       its sole member
                              By: BACM I GP, LLC, its general partner


                              By:  /s/ J. Travis Hain        
                              J. Travis Hain
                              Managing Director


                              KAYNE ANDERSON ENERGY FUND, L.P.



                              By:  /s/ KAYNE ANDERSON ENERGY FUND, L.P.        
                              Name:     
                              Title:     



<PAGE>
<TABLE>
                                     Schedule 1.1

                                      Investors



                                         Shares of     Shares of       Purchase
           Name                      Preferred Stock   Common Stock     Price
--------------------------------------------------------------------------------
<S>                                  <C>               <C>           <C>
EnCap Energy Capital Fund III L. P.         637,185     5,583,755   $  6,371,850
EnCap Energy Capital Fund III-B L. P.       481,904     4,222,999      4,819,040
BOCP Energy Partners, L. P.                 155,911     1,366,277      1,559,110
Energy Capital Investment Co. PLC           225,000     1,971,712      2,250,000
Kayne Anderson Energy, L. P.              1,000,000     8,763,162     10,000,000
BancAmerica Capital Investors SBIC I,L.P. 1,500,000    13,144,743     15,000,000
Eos Partners SBIC, L. P.                    390,000     3,417,633      3,900,000
Eos Partners SBIC II, L. P.                  72,500       635,329        725,000
Eos Partners L. P.                           37,500       328,619        375,000
SG Capital Partners II LLC                  500,000     4,381,581      5,000,000
--------------------------------------------------------------------------------
Total                                     5,000,000    43,815,810   $ 50,000,000

</TABLE>

<PAGE>
                             EXHIBIT 10.10






                         BARGO ENERGY COMPANY










                        1999 STOCK INCENTIVE PLAN











                                May 12, 1999




                            TABLE OF CONTENTS


                                                          Page
ARTICLE I.  GENERAL ...................................... 1
Section 1.1.  Purpose .................................... 1
Section 1.2.  Administration ............................. 1
Section 1.3.  Eligibility for Participation .............. 2
Section 1.4.  Types of Awards Under Plan ................. 2
Section 1.5.  Aggregate Limitation on Awards ............. 2
Section 1.6.  Effective Date and Term of Plan ............ 3
ARTICLE II.  STOCK OPTIONS ............................... 3
Section 2.1.  Award of Stock Options ..................... 3
Section 2.2.  Stock Option Agreements .................... 3
Section 2.3.  Stock Option Price ......................... 4
Section 2.4.  Term and Exercise  ......................... 4
Section 2.5.  Manner of Payment .......................... 4
Section 2.6.  Issuance of Certificates ................... 4
Section 2.7.  Death, Retirement and Termination of Employment of 
              Optionee ................................... 4
ARTICLE III.  INCENTIVE STOCK OPTIONS .................... 5
Section 3.1.  Award of Incentive Stock Options ........... 5
Section 3.2.  Incentive Stock Option Agreements .......... 5
Section 3.3.  Incentive Stock Option Price ............... 5
Section 3.4.  Term and Exercise .......................... 6
Section 3.5.  Maximum Amount of Incentive Stock Option 
              Grant ...................................... 6
Section 3.6.  Death of Optionee .......................... 6
Section 3.7.  Retirement or Disability ................... 6
Section 3.8.  Termination for Other Reasons .............. 6
Section 3.9.  Termination for Cause. ..................... 7
Section 3.10.  Applicability of Stock Options Sections.... 7
Section 3.11.  Code Requirements ......................... 7
ARTICLE IV.  PERFORMANCE SHARE AWARDS .................... 7
Section 4.1.  Awards Granted by Plan Administrator........ 7
Section 4.2.  Amount of Award. ........................... 7
Section 4.3.  Communication of Award. .................... 7
Section 4.4.  Amount of Award Payable. ................... 7
Section 4.5.  Adjustments. ............................... 8
Section 4.6.  Payments of Awards. ........................ 8
Section 4.7.  Termination of Employment. ................. 8
Section 4.8.  Transfer Restriction ....................... 8
ARTICLE V.  MISCELLANEOUS ................................ 8
Section 5.1.  General Restriction ........................ 8
Section 5.2.  Non-Assignability  ......................... 8
Section 5.3.  Withholding Taxes .......................... 8
Section 5.4.  Right to Terminate Employment .............. 9
Section 5.5.  Non-Uniform Determinations ................. 9
Section 5.6.  Rights as a Stockholder .................... 9
Section 5.7.  Definitions ................................ 9
Section 5.8.  Leaves of Absence ..........................10
Section 5.9.  Newly Eligible Employees ...................10
Section 5.10. Adjustments ................................10
Section 5.11. Changes in the Company's Capital Structure .10
Section 5.12. Amendment of the Plan ......................12
Section 5.13. Adjustments for Pooling of Interests 
              Accounting. ................................12

<PAGE>
                       BARGO ENERGY COMPANY

                     1999 STOCK INCENTIVE PLAN


                       ARTICLE I.  GENERAL

     Section 1.1.  Purpose.  The purposes of this Stock Incentive Plan (the 
"Plan") are to:  (1) associate the interests of the management of BARGO ENERGY 
COMPANY, a Texas corporation, and its Subsidiaries and affiliates 
(collectively referred to as the "Company") closely with the stockholders to 
generate an increased incentive to contribute to the Company's future success 
and prosperity, thus enhancing the value of the Company for the benefit of its 
stockholders; (2) provide management with a proprietary ownership interest in 
the Company commensurate with Company performance, as reflected in increased 
stockholder value; (3) maintain competitive compensation levels thereby 
attracting and retaining highly competent and talented directors, employees 
and consultants; and (4) provide an incentive to management for continuous 
employment with the Company.  Certain capitalized terms are defined in Section 
5.7.

     Section 1.2.  Administration.

          (a)     The Plan shall be administered by the Board of Directors of 
the Company or any duly constituted committee of the Board of Directors 
consisting of at least two members of the Board of Directors all of whom 
shall be Non-Employee Directors unless otherwise designated by the Board 
of Directors. Such administrating party shall be referred to herein as 
the "Plan Administrator."  The Plan Administrator shall have the 
authority to appoint a committee consisting of two or more employees of 
the Company to make recommendations to the Plan Administrator with 
respect to the selection of participants in the Plan to receive Awards 
and the form and terms of such Awards.  Such committee and the members 
thereof shall serve subject to the discretion of the Plan Administrator 
and the recommendations of such committee shall not be binding on the 
Plan Administrator.  In addition, the Chief Executive Officer of the 
Company will make recommendations to the Plan Administrator with respect 
to the selection of participants to receive Awards and the form and 
terms of such Awards relating to shares of Common Stock (as defined) 
underlying Awards that were previously awarded but expired unexercised.
 
          (b)     The Plan Administrator shall have the authority, in its sole 
discretion and from time to time to:

          (i)     designate the officers and key employees and consultants of 
the Company and its Subsidiaries eligible to participate in the 
Plan;

          (ii)     grant Awards provided in the Plan in such form and amount 
as the Plan Administrator shall determine;

          (iii)     impose such limitations, restrictions and conditions, not 
inconsistent with this Plan, upon any such Award as the Plan 
Administrator shall deem appropriate; and

          (iv)     interpret the Plan and any agreement, instrument or other 
document executed in connection with the Plan, adopt, amend and 
rescind rules and regulations relating to the Plan, and make all 
other determinations and take all other action necessary or 
advisable for the implementation and administration of the Plan.

          (c)     Decisions and determinations of the Plan Administrator on 
all matters relating to the Plan shall be in its sole discretion and 
shall be final, conclusive and binding upon all persons, including the 
Company, any participant, any stockholder of the Company, any employee 
and any consultant.  No member of any committee acting as Plan 
Administrator shall be liable for any action taken or decision made 
relating to the Plan or any Award thereunder.  

<PAGE>
     Section 1.3.  Eligibility for Participation.  Participants in the Plan 
shall be selected by the Plan Administrator from the directors, executive 
officers and other key employees and consultants of the Company and executive 
officers and key employees and consultants of any Subsidiary who have the 
capability of making a substantial contribution to the success of the Company. 
 In making this selection and in determining the form and amount of awards, 
the Plan Administrator shall consider any factors deemed relevant, including 
the individual's functions, responsibilities, value of services to the Company 
and past and potential contributions to the Company's profitability and 
growth.  For the purposes of this Plan, the term "Subsidiary" means any 
corporation or other entity of which at least 50% of the voting securities are 
owned by the Company directly or through one or more other corporations, each 
of which is also a Subsidiary.  With respect to non-corporate entities, 
Subsidiary shall mean an entity managed or controlled by the Company or any 
Subsidiary and with respect to which the Company or any Subsidiary is 
allocated more than half of the profits and losses thereof.

     Section 1.4.  Types of Awards Under Plan.  Awards under the Plan may be 
in the form of any or more of the following:  

          (i)     Stock Options, as described in Article II;

          (ii)    Incentive Stock Options, as described in Article III; 
                  and/or

          (iii)   Performance Shares, as described in Article IV.

Awards under the Plan shall be evidenced by an Award Agreement between the 
Company and the recipient of the Award, in form and substance satisfactory to 
the Plan Administrator, and not inconsistent with this Plan.  Award Agreements 
may provide such vesting schedules for Stock Options, Incentive Stock Options 
and Performance Shares, and such other terms, conditions and provisions as are 
not inconsistent with the terms of this Plan.  Subject to the express 
provisions of the Plan, and within the limitations of the Plan, the Plan 
Administrator may modify, extend or renew outstanding Award Agreements, or 
accept the surrender of outstanding Awards and authorize the granting of new 
Awards in substitution therefor.  However, except as provided in this Plan, no 
modification of an Award shall impair the rights of the holder thereof without 
his consent.

     Section 1.5.  Aggregate Limitation on Awards.

          (a)     Shares of stock which may be issued under the Plan shall be 
authorized and unissued or treasury shares of Common Stock, par value 
$.01 per share, of the Company ("Common Stock").  The maximum number of 
shares of Common Stock which may be issued pursuant to Awards issued 
under the Plan shall be 16,430,929 which may be increased by the Board 
of Directors pursuant to Section 5.12. 

          (b)     For purposes of calculating the maximum number of shares of 
Common Stock which may be issued under the Plan at any time:

          (i)     all the shares issued (including the shares, if any, 
withheld for tax withholding requirements) under the Plan shall be 
counted when issued upon exercise of a Stock Option or Incentive 
Stock Option; and

(ii)  only the net shares issued as Performance Shares shall 
be counted (shares reacquired by the Company because of failure to 
achieve a performance target or failure to become fully vested for 
any other reason shall again be available for issuance under the 
Plan).  

          (c)     Shares tendered by a participant as payment for shares 
issued upon exercise of a Stock Option or Incentive Stock Option shall 
be available for issuance under the Plan.  Any shares of Common Stock 
subject to a Stock Option or Incentive Stock Option which for any reason 
is terminated unexercised or expires shall again be available for 
issuance under the Plan.  

<PAGE>
     Section 1.6.  Effective Date and Term of Plan.

          (a)     The Plan shall become effective on the date adopted by the 
Board of Directors, subject to approval by the holders of a majority of 
the shares of Common Stock at a meeting or by written consent.

(b)       The Plan and all Awards made under the Plan shall remain 
in effect until such Awards have been satisfied or terminated in 
accordance with the Plan and the terms of such Awards.    

                      ARTICLE II.  STOCK OPTIONS

     Section 2.1.  Award of Stock Options.  The Plan Administrator may from 
time to time, and subject to the provisions of the Plan and such other terms 
and conditions as the Plan Administrator may prescribe, grant to any 
participant in the Plan one or more options to purchase for cash or shares the 
number of shares of Common Stock ("Stock Options") allotted by the Plan 
Administrator.  The date a Stock Option is granted shall mean the date 
selected by the Plan Administrator as of which the Plan Administrator allots a 
specific number of shares to a participant pursuant to the Plan.  

     Section 2.2.  Stock Option Agreements.  The grant of a Stock Option shall 
be evidenced by a written Award Agreement, executed by the Company and the 
holder of a Stock Option (the "Optionee"), stating the number of shares of 
Common Stock subject to the Stock Option evidenced thereby, and in such form 
as the Plan Administrator may from time to time determine.  

<PAGE>
     Section 2.3.  Stock Option Price.  The Option Price per share of Common 
Stock deliverable upon the exercise of a Stock Option shall be 100% of the 
Fair Market Value of a share of Common Stock on the date the Stock Option is 
granted unless otherwise determined by the Plan Administrator.  

     Section 2.4.  Term and Exercise.  A Stock Option shall not be exercisable 
prior to six months from the date of its grant, unless a shorter period is 
provided by the Plan Administrator or by another Section of this Plan, and may 
be subject to such vesting scheduling and term ("Option Term") as the Plan 
Administrator may provide in an Award Agreement.  No Stock Option shall be 
exercisable after the expiration of its Option Term.

     Section 2.5.  Manner of Payment.  Each Award Agreement providing for 
Stock Options shall set forth the procedure governing the exercise of the 
Stock Option granted thereunder, and shall provide that, upon such exercise in 
respect of any shares of Common Stock subject thereto, the Optionee shall pay 
to the Company, in full, the Option Price for such shares with cash or, if 
duly authorized by the Plan Administrator, Common Stock.  The Plan 
Administrator may permit an Optionee to elect to pay the Option Price upon the 
exercise of a Stock Option through a cashless exercise procedure approved by 
the Plan Administrator by irrevocably authorizing a broker to sell shares of 
Common Stock (or a sufficient portion of the shares) acquired upon exercise of 
the Stock Option and remit to the Company a sufficient portion of the sale 
proceeds to pay the entire Option Price and any tax withholding resulting from 
such exercise.

     Section 2.6.  Issuance of Certificates.  As soon as practicable after 
receipt of payment, the Company shall deliver to the Optionee a certificate or 
certificates for such shares of Common Stock unless (i) such certificate or 
certificates have been previously delivered to a broker pursuant to a cashless 
exercise through a broker or (ii) the Award Agreement for such Stock Options 
allows the Plan Administrator or the Optionee to defer delivery of such 
certificates.  The Optionee shall become a stockholder of the Company with 
respect to Common Stock represented by share certificates so issued and as 
such shall be fully entitled to receive dividends, to vote and to exercise all 
other rights of a stockholder unless the Plan Administrator, in its 
discretion, imposes conditions, restrictions or contingencies with respect to 
such shares in the applicable Award Agreement.

     Section 2.7.  Death, Retirement and Termination of Employment of 
Optionee.  Unless otherwise provided in an Award Agreement or otherwise agreed 
to by the Plan Administrator:

          (a)     Upon the death of the Optionee, any rights to the extent 
exercisable on the date of death may be exercised by the Optionee's 
estate, or by a person who acquires the right to exercise such Stock 
Option by bequest or inheritance or by reason of the death of the 
Optionee, provided that such exercise occurs within both (i) the 
remaining Option Term of the Stock Option and (ii) one year after the 
Optionee's death.  The provisions of this Section shall apply 
notwithstanding the fact that the Optionee's employment may have 
terminated prior to death, but only to the extent of any rights 
exercisable on the date of death.  

          (b)     Upon termination of the Optionee's employment by reason of 
retirement or permanent disability (as each is determined by the Plan 
Administrator), the Optionee may exercise any vested Stock Options, 
provided such option exercise occurs within both (i) the remaining 
Option Term of the Stock Option and (ii) one year (in the case of 
permanent disability) or three months (in the case of retirement).

          (c)     Upon termination of the Optionee's employment by reason 
other than death, disability, retirement or cause (as each is determined 
by the Plan Administrator), the Optionee may exercise any vested Stock 
Options, provided such option exercise occurs within both (i) the 
remaining Option Term of the Stock Option and (ii) 120 days of the date 
of termination.

          (d)     Except as provided in Subsections (a), (b) and (c) of this 
Section 2.7, all Stock Options shall terminate immediately upon the 
termination of the Optionee's employment.  
<PAGE>
                 ARTICLE III.  INCENTIVE STOCK OPTIONS 

     Section 3.1.  Award of Incentive Stock Options.  The Plan Administrator 
may, from time to time and subject to the provisions of the Plan and such 
other terms and conditions as the Plan Administrator may prescribe, grant to 
any officer or key employee who is a participant in the Plan one or more 
"incentive stock options" (intended to qualify as such under the provisions of 
Section 422 of the Internal Revenue Code of 1986, as amended ("Incentive Stock 
Options")) to purchase for cash or shares the number of shares of Common Stock 
allotted by the Plan Administrator.  No Incentive Stock Options shall be made 
under the Plan after the tenth anniversary of the effective date of the Plan. 
 The date an Incentive Stock Option is granted shall mean the date selected by 
the Plan Administrator as of which the Plan Administrator allots a specific 
number of shares to a participant pursuant to the Plan.  Notwithstanding the 
foregoing, Incentive Stock Options shall not be granted to any owner of 10% or 
more of the total combined voting power of the Company and its subsidiaries.  

     Section 3.2.  Incentive Stock Option Agreements.  The grant of an 
Incentive Stock Option shall be evidenced by a written Award Agreement, 
executed by the Company and the holder of an Incentive Stock Option (the 
"Optionee"), stating the number of shares of Common Stock subject to the 
Incentive Stock Option evidenced thereby, and in such form as the Plan 
Administrator may from time to time determine.  

     Section 3.3.  Incentive Stock Option Price.  The Option Price per share 
of Common Stock deliverable upon the exercise of an Incentive Stock Option 
shall be 100% of the Fair Market Value of a share of Common Stock on the date 
the Incentive Stock Option is granted.  
<PAGE>
     Section 3.4.  Term and Exercise.  Each Incentive Stock Option shall not 
be exercisable prior to six months from the date of its grant and, unless a 
shorter period is provided by the Plan Administrator or another Section of 
this Plan, may be exercised during a period of ten years from the date of 
grant thereof (the "Option Term") and may be subject to such vesting 
scheduling as the Plan Administrator may provide in an Award Agreement.  No 
Incentive Stock Option shall be exercisable after the expiration of its Option 
Term.  

     Section 3.5.  Maximum Amount of Incentive Stock Option Grant.  The 
aggregate Fair Market Value (determined on the date the Incentive Stock Option 
is granted) of Common Stock with respect to which Incentive Stock Options 
first become exercisable by an Optionee during in any calendar year (under all 
plans of the Optionee's employer corporations and their parent and subsidiary 
corporations) shall not exceed $100,000.

     Section 3.6.  Death of Optionee.  Unless otherwise provided in an 
Award Agreement or otherwise agreed to by the Plan Administrator:

          (a)     Upon the death of the Optionee, any Incentive Stock Option 
exercisable on the date of death may be exercised by the Optionee's 
estate or by a person who acquires the right to exercise such Incentive 
Stock Option by bequest or inheritance or by reason of the death of the 
Optionee, provided that such exercise occurs within both the remaining 
Option Term of the Incentive Stock Option and one year after the 
Optionee's death.  

          (b)     The provisions of this Section shall apply notwithstanding 
the fact that the Optionee's employment may have terminated prior to 
death, but only to the extent of any Incentive Stock Options exercisable 
on the date of death.  

     Section 3.7.  Retirement or Disability.  Unless otherwise provided in an 
Award Agreement or otherwise agreed to by the Plan Administrator, upon the 
termination of the Optionee's employment by reason of permanent disability or 
retirement (as each is determined by the Plan Administrator), the Optionee may 
exercise any vested Incentive Stock Options, provided such option exercise 
occurs within both (i) the remaining Option Term of the Incentive Stock Option 
and (ii) six months (in the case of permanent disability) or three months (in 
the case of retirement).  Notwithstanding the terms of an Award Agreement, the 
tax treatment available pursuant to Section 422 of the Internal Revenue Code 
of 1986 (the "Code") upon the exercise of an Incentive Stock Option shall not 
be available to an Optionee who exercises any Incentive Stock Options more 
than (i) one year after the date of termination of employment due to permanent 
disability or (ii) three months after the date of termination of employment 
due to retirement.

     Section 3.8.  Termination for Other Reasons.  Unless otherwise provided 
in an Award Agreement or otherwise agreed to by the Plan Administrator, except 
as provided in Sections 3.6 and 3.7, upon termination of the Optionee's 
employment by reason other than cause (as determined by the Plan 
Administrator), the Optionee may exercise any vested Incentive Stock Options, 
provided such option exercise occurs within both (i) the remaining Option Term 
of the Incentive Stock Option and (ii) 30 days of the date of termination.
<PAGE>
     Section 3.9.  Termination for Cause.  Unless otherwise provided in an 
Award Agreement or otherwise agreed to by the Plan Administrator, except as 
provided in Sections 3.6, 3.7 and 3.8, all Incentive Stock Options shall 
terminate immediately upon the termination of the Optionee's employment.  

     Section 3.10.  Applicability of Stock Options Sections.  Sections 2.5, 
Manner of Payment; and 2.6, Issuance of Certificates, applicable to Stock 
Options, shall apply equally to Incentive Stock Options.  Said Sections are 
incorporated by reference in this Article III as though fully set forth 
herein.

     Section 3.11.  Code Requirements.  The terms of any Incentive Stock 
Option granted under the Plan shall comply in all respects with the provisions 
of Code Section 422.  Anything in the Plan to the contrary notwithstanding, no 
term of the Plan relating to Incentive Stock Options shall be interpreted, 
amended or altered, nor shall any discretion or authority granted under the 
Plan be exercised, so as to disqualify either the Plan or any Incentive Stock 
Option under Code Section 422, unless the participant has first requested the 
change that will result in such disqualification.

                     ARTICLE IV.  PERFORMANCE SHARE AWARDS

     Section 4.1.  Awards Granted by Plan Administrator.  Coincident with or 
following designation for participation in the Plan, a participant may be 
granted Performance Shares.  Certificates representing Performance Shares 
shall be issued to the participant effective as of the date of the Award.  
Holders of Performance Shares shall have all of the voting, dividend and other 
rights of stockholders of the Company, subject to the terms of any Award 
Agreement.

     Section 4.2.  Amount of Award.  The Plan Administrator shall establish a 
maximum amount of a participant's Award, which amount shall be denominated in 
shares of Common Stock.

     Section 4.3.  Communication of Award.  Written notice of the maximum 
amount of a participant's Award and the Performance Cycle determined by the 
Plan Administrator, if any, shall be given to a participant as soon as 
practicable after approval of the Award by the Plan Administrator.  The grant 
of Performance Shares shall be evidenced by a written Award Agreement, 
executed by the Company and the recipient of Performance Shares, in such form 
as the Plan Administrator may from time to time determine, providing for the 
terms of such grant.

     Section 4.4.  Amount of Award Payable.  Performance Shares may be granted 
based upon past performance or future performance.  In addition to any other 
restrictions the Plan Administrator may place on Performance Shares, the Plan 
Administrator may, in its discretion, provide that Performance Shares shall 
vest upon the satisfaction of performance targets to be achieved during an 
applicable "Performance Cycle."  Failure to satisfy the performance targets 
may result, in the Plan Administrator's discretion as set forth in an Award 
Agreement, in the forfeiture of the Performance Shares by the participant and 
the return of such shares to the Company, or have any other consequence as 
determined by the Plan Administrator.  Performance targets established by the 
Plan Administrator may relate to corporate, group, unit or individual 
performance and may be established in terms of market price of common stock, 
cash flow or cash flow per share, reserve value or reserve value per share, 
net asset value or net asset value per share, earnings, or such other measures 
or standards determined by the Plan Administrator.  Multiple performance 
targets may be used and the components of multiple performance targets may be 
given the same or different weight in determining the amount of an Award 
earned, and may relate to absolute performance or relative performance 
measured against other groups, units, individuals or entities.  The Plan 
Administrator may also establish that none, a portion or all of a 
participant's Award will vest (subject to Section 4.6) for performance which 
falls below the performance target applicable to such Award.  Certificates 
representing Performance Shares shall bear a legend restricting their transfer 
and requiring the forfeiture of the shares to the Company if any performance 
targets or other conditions to vesting are not met.  The Plan Administrator 
may also require a participant to deliver certificates representing unvested 
Performance Shares to the Company in escrow until the Performance Shares vest.
<PAGE>
     Section 4.5.  Adjustments.  At any time prior to vesting of a Performance 
Share, the Plan Administrator may adjust previously established performance 
targets or other terms and conditions to reflect events such as changes in 
laws, regulations, or accounting practice, or mergers, acquisitions, 
divestitures or any other event determined by the Plan Administrator.

     Section 4.6.  Payments of Awards.  Following the conclusion of each 
Performance Cycle, the Plan Administrator shall determine the extent to which 
performance targets have been attained, and the satisfaction of any other 
terms and conditions with respect to vesting an Award relating to such 
Performance Cycle.  Subject to the provisions of Section 5.3, to the extent 
the Plan Administrator determines Performance Shares have vested, the Company 
shall issue to the participant certificates representing vested shares free of 
any legend regarding performance targets or forfeiture in exchange for such 
participant's legended certificates.

     Section 4.7.  Termination of Employment.  Unless the Award Agreement 
provides for vesting upon death, disability, retirement or other termination 
of employment, upon any such termination of employment of a participant prior 
to vesting of Performance Shares, all outstanding and unvested Awards of 
Performance Shares to such participant shall be cancelled, shall not vest and 
shall be returned to the Company.

     Section 4.8.  Transfer Restriction.  Unless otherwise provided in an 
Award Agreement or otherwise agreed to by the Plan Administrator, any Award 
Agreement providing for the issuance of Performance Shares to any person who, 
at the time of grant, is subject to the restrictions of Section 16(b) of the 
Securities Exchange Act of 1934, as amended, shall provide that such Common 
Stock cannot be resold for a period of six months following the grant of such 
Performance Shares.

                     ARTICLE V.  MISCELLANEOUS 

     Section 5.1.  General Restriction.  Each Award under the Plan shall be 
subject to the requirement that, if at any time the Plan Administrator shall 
determine that (i) the listing, registration or qualification of the shares of 
Common Stock subject or related thereto upon any securities exchange or under 
any state or Federal law, or (ii) the consent or approval of any government 
regulatory body, or (iii) an agreement by the grantee of an Award with respect 
to the disposition of shares of Common Stock, is necessary or desirable as a 
condition of, or in connection with, the granting of such Award or the issue 
or purchase of shares of Common Stock thereunder, such Award may not be 
consummated in whole or in part unless such listing, registration, 
qualification, consent, approval or agreement shall have been effected or 
obtained free of any conditions not acceptable to the Plan Administrator.  

     Section 5.2.  Non-Assignability.  No Award under the Plan shall be 
assignable or transferable by the recipient thereof, except by will or by the 
laws of descent and distribution.  During the life of the recipient, such 
Award shall be exercisable only by such person or by such person's guardian or 
legal representative.

     Section 5.3.  Withholding Taxes.  Whenever the Company proposes or is 
required to issue or transfer shares of Common Stock under the Plan, the 
Company shall have the right to require the grantee to remit to the Company an 
amount sufficient to satisfy any Federal, state and/or local withholding tax 
requirements prior to the delivery of any certificate or certificates for such 
shares.  Alternatively, the Company may issue, transfer or vest only such 
number of shares of the Company net of the number of shares sufficient to 
satisfy the withholding tax requirements.  For withholding tax purposes, the 
shares of Common Stock shall be valued on the date the withholding obligation 
is incurred.  Unless the Plan Administrator provides otherwise in the 
applicable Award Agreement, Participants may elect to satisfy tax withholding 
obligations through the surrender of shares of Common Stock which the 
Participant already owns or through the surrender of shares of Common Stock to 
which the participant is otherwise entitled under the Plan.
<PAGE>
     Section 5.4.  Right to Terminate Employment.  Nothing in the Plan or in 
any agreement entered into pursuant to the Plan shall confer upon any 
participant the right to continue in the employment of the Company or affect 
any right which the Company may have to terminate the employment of such 
participant.

     Section 5.5.  Non-Uniform Determinations.  The Plan Administrator's 
determinations under the Plan (including without limitation determinations of 
the persons to receive Awards, the form, amount and timing of such Awards, the 
terms and provisions of such Awards and the agreements evidencing the same) 
need not be uniform and may be made by it selectively among persons who 
receive, or are eligible to receive, Awards under the Plan, whether or not 
such persons are similarly situated.  

     Section 5.6.  Rights as a Stockholder.  The recipient of any Award under 
the Plan shall have no rights as a stockholder with respect thereto unless and 
until certificates for shares of Common Stock are issued to him.  

     Section 5.7.  Definitions.  In this Plan the following definitions shall 
apply:

          (a)     "Award" shall mean a grant of Stock Options, Incentive Stock 
Options or Performance Shares under the Plan.

          (b)     "Fair Market Value" as of any date and in respect of any 
share of Common Stock means the average of the closing bid and offer 
price on such date or on the next business day, if such date is not a 
business day, of a share of Common Stock on the OTC Bulletin Board or 
other public securities market on which the Common Stock trades.  If the 
Plan Administrator determines that the average of the closing bid and 
offer price on the OTC Bulletin Board or other public securities market 
on which the Common Stock trades does not properly reflect the Fair 
market Value of a share of Common Stock, the Fair Market Value of shares 
of Common Stock shall be as determined by the Plan Administrator in such 
manner as it may deem appropriate.  In no event shall the Fair Market 
Value of any share of Common Stock be less than its par value.

          (c)     "Option" means a Stock Option or Incentive Stock Option. 

          (d)     "Option Price" means the purchase price per share of Common 
Stock deliverable upon the exercise of a Stock Option or Incentive Stock 
Option. 

          (e)     "Performance Cycle" means the period of time, if any, as 
specified by the Plan Administrator over which Performance Shares are to 
be vested.
<PAGE>
     Section 5.8.  Leaves of Absence.  The Plan Administrator shall be 
entitled to make such rules, regulations and determinations as it deems 
appropriate under the Plan in respect of any leave of absence taken by the 
recipient of any Award.  Without limiting the generality of the foregoing, the 
Plan Administrator shall be entitled to determine (i) whether or not any such 
leave of absence shall constitute a termination of employment within the 
meaning of the Plan and (ii) the impact, if any, of any such leave of absence 
on Awards under the Plan theretofore made to any recipient who takes such 
leave of absence.  

     Section 5.9.  Newly Eligible Employees.  The Plan Administrator shall be 
entitled to make such rules, regulations, determinations and Awards as it 
deems appropriate in respect of any employee who becomes eligible to 
participate in the Plan or any portion thereof after the commencement of an 
Award or incentive period.  

     Section 5.10.  Adjustments.  In the event of any change in the 
outstanding Common Stock by reason of a stock dividend or distribution, 
recapitalization, merger, consolidation, split-up, combination, exchange of 
shares or the like, the Plan Administrator may appropriately adjust the number 
of shares of Common Stock which may be issued under the Plan, the number of 
shares of Common Stock subject to Options or Performance Shares theretofore 
granted under the Plan, and any and all other matters deemed appropriate by 
the Plan Administrator.

     Section 5.11.  Changes in the Company's Capital Structure.

          (a)     The existence of outstanding Options or Performance Shares 
shall not affect in any way the right or power of the Company or its 
stockholders to make or authorize any or all adjustments, 
recapitalizations, reorganizations or other changes in the Company's 
capital structure or its business, or any merger or consolidation of the 
Company, or any issue of bonds, debentures, preferred or prior 
preference stock ahead of or affecting the Common Stock or the rights 
thereof, or the dissolution or liquidation of the Company, or any sale 
or transfer of all or any part of its assets or business, or any other 
corporate act or proceeding, whether of a similar character or 
otherwise.

          (b)     If, while there are outstanding Options, the Company shall 
effect a subdivision or consolidation of shares or other increase or 
reduction in the number of shares of the Common Stock outstanding 
without receiving compensation therefor in money, services or property, 
then, subject to the provisions, if any, in the Award Agreement (a) in 
the event of an increase in the number of such shares outstanding, the 
number of shares of Common Stock then subject to Options hereunder shall 
be proportionately increased; and (b) in the event of a decrease in the 
number of such shares outstanding the number of shares then available 
for Option hereunder shall be proportionately decreased.  

          (c)     After a merger of one or more corporations into the Company, 
or after a consolidation of the Company and one or more corporations in 
which the Company shall be the surviving corporation, (i) each holder of 
an outstanding Option shall, at no additional cost, be entitled upon 
exercise of such Option to receive (subject to any required action by 
stockholders) in lieu of the number of shares as to which such Option 
shall then be so exercisable, the number and class of shares of stock, 
other securities or consideration to which such holder would have been 
entitled to receive pursuant to the terms of the agreement of merger or 
consolidation if, immediately prior to such merger or consolidation, 
such holder had been the holder of record of a number of shares of the 
Company equal to the number of shares as to which such Option had been 
exercisable and (ii) unless otherwise provided by the Plan 
Administrator, the number of shares of Common Stock, other securities or 
consideration to be received with respect to unvested Performance Shares 
shall continue to be subject to the Award Agreement, including any 
vesting provisions thereof.

          (d)     If the Company is about to be merged into or consolidated 
with another corporation or other entity under circumstances where the 
Company is not the surviving corporation, or if the Company is about to 
sell or otherwise dispose of substantially all of its assets to another 
corporation or other entity while unvested Performance Shares or 
unexercised Options remain outstanding, then the Plan Administrator may 
direct that any of the following shall occur:

          (i)     If the successor entity is willing to assume the obligation 
to deliver shares of stock or other securities after the effective 
date of the merger, consolidation or sale of assets, as the case 
may be, each holder of an outstanding Option shall be entitled to 
receive, upon the exercise of such Option and payment of the 
option price, in lieu of shares of Common Stock, such shares of 
stock or other securities as the holder of such Option would have 
been entitled to receive had such Option been exercised 
immediately prior to the consummation of such merger, 
consolidation or sale, and the terms of such Option shall apply as 
nearly as practicable to the shares of stock or other securities 
purchasable upon exercise of the Option following such merger, 
consolidation or sale of assets;

          (ii)     The Plan Administrator may waive any limitations set forth 
in or imposed pursuant to this Plan or any Award Agreement with 
respect to such Option or Performance Share such that (A) such 
Option shall become exercisable prior to the record or effective 
date of such merger, consolidation or sale of assets or (B) the 
vesting of such Performance Share shall occur upon such merger, 
consolidation or sale of assets; and/or  

          (iii)     The Plan Administrator may cancel all outstanding Options 
as of the effective date of any such merger, consolidation or sale 
of assets provided that prior notice of such cancellation shall be 
given to each holder of an Option at least 30 days prior to the 
effective date of such merger, consolidation or sale of assets, 
and each holder of an Option shall have the right to exercise such 
Option in full during a period of not less than 30 days prior to 
the effective date of such merger, consolidation or sale of 
assets.  

          (e)     Except as herein provided, the issuance by the Company of 
Common Stock or any other shares of capital stock or securities 
convertible into shares of capital stock, for cash, property, labor done 
or other consideration, shall not affect, and no adjustment by reason 
thereof shall be made with respect to, the number or price of shares of 
Common Stock then subject to outstanding Options.
<PAGE>
     Section 5.12.  Amendment of the Plan.  The Board of Directors may, 
without further approval by the stockholders and without receiving further 
consideration from the participants, amend this Plan or condition or modify 
Awards under this Plan, including increases to the number of shares which may 
be covered by Awards under this Plan.

     Notwithstanding the foregoing, however, in accordance with the Second 
Amended and Restated Shareholders' Agreement ("Agreement") dated May 14, 1999, 
by and among the Company, B. Carl Price, Don Wm. Reynolds, Energy Capital 
Investment Company PLC, EnCap Equity 1994 Limited Partnership, Bargo Energy 
Resources, Ltd., TJG Investments, Inc., Bargo Energy Company, Tim J. Goff, 
Thomas Barrow, James E. Sowell, Bargo Operating Company, Inc., EnCap Energy 
Capital Fund III-B, L.P., BOCP Energy Partners, L.P., EnCap Energy Capital 
Fund III, L.P., Kayne Anderson Energy Fund, L.P., BancAmerica Capital 
Investors SBIC I, L.P., Eos Partners, L.P., Eos Partners SBIC, L.P., Eos 
Partners SBIC II, L.P., and SGC Partners II LLC (capitalized terms in this 
paragraph are as defined in the Agreement), for so long as Eos and SGCP 
(jointly), Kayne, BACI and Encap are entitled to appoint directors to the 
Company's Board of Directors, at least one of such directors must approve any 
increase in the number of shares which may be issued pursuant to Awards 
granted under the Plan as set forth in Section 1.5 hereof.

     Section 5.13  Adjustments for Pooling of Interests Accounting.  If the 
Company enters into a transaction which is intended to be accounted for using 
the pooling of interests method of accounting, but it is determined by the 
Board that any outstanding Option or any aspect thereof could reasonably be 
expected to preclude such treatment, then the Board may modify (to the minimum 
extent required) or revoke (if necessary) the Option or any of the provisions 
thereof to the extent that the Board determines that such modification or 
revocation is necessary to enable the transaction to be subject to pooling of 
interests accounting.

<PAGE>

                             EXHIBIT 10.11
CONFIDENTIALITY AND NON-COMPETE AGREEMENT

     This CONFIDENTIALITY AND NON-COMPETE AGREEMENT (this "Agreement"), dated 
as of May 14, 1999, is made by and between Bargo Energy Company, a Texas 
corporation (the "Company"), and Tim J. Goff, an individual (the "Employee").


WITNESSETH:

     WHEREAS, on the date hereof, the Company has obtained financing in 
connection with a transaction in which Energy Capital Investment Company PLC, 
an English investment company, EnCap Energy Capital Fund III-B, L.P., a Texas 
limited partnership, BOCP Energy Partners, L.P., a Texas limited partnership, 
EnCap Energy Capital Fund III, L.P., a Texas limited partnership, Kayne 
Anderson Energy Fund, L.P., a Delaware limited partnership, BancAmerica 
Capital Investors SBIC I, L.P., a Delaware limited partnership, Eos Partners, 
L.P., a Delaware limited partnership, Eos Partners SBIC, L.P., a Delaware 
limited partnership, Eos Partners SBIC II, L.P., a Delaware limited 
partnership, and SGC Partners II LLC, a Delaware limited liability company 
(collectively, the "Investors") have agreed, on certain terms and conditions, 
to purchase (the "Transaction") certain shares of the Company's Cumulative 
Redeemable Preferred Stock, Series B, par value $.01 per share, and certain 
shares of the Company's Common Stock, par value $.01 per share (the "Common 
Stock"), and the Company will grant to Employee certain options to acquire 
additional shares of the Common Stock (collectively, the "Rights");

     WHEREAS, Employee acknowledges that in the course of his employment by 
the Company and performance of services on behalf of the Company and its 
subsidiaries (collectively, the "Related Parties"), he will become privy to 
various business opportunities, economic and trade secrets and relationships 
of the Related Parties;

     WHEREAS, in connection with the consummation of the Transaction, the 
Company plans thereafter to continue to employ the Employee on an "at-will" 
basis, and the Employee desires to be employed on such basis; and

     WHEREAS, it is a condition to (i) the consummation of the Transaction, 
and (ii) the grant to Employee of the Rights, that Employee enter into a 
confidentiality and non-compete agreement on the terms and conditions 
hereinafter set forth;
<PAGE>
     NOW, THEREFORE, in consideration of, and as a material inducement to, 
the Investors' consummation of the Transaction (which will benefit Employee 
indirectly as an employee and shareholder of the Company), and in 
consideration of the Company's grant of the Rights to Employee, as well the 
Company providing Employee with access to confidential information and 
training, the Company and Employee intending to be legally bound, hereby 
agree as follows:

     1.     Business Opportunities and Intellectual Property.  

     (a)     Employee shall promptly disclose to the Company all "Business 
Opportunities" and "Intellectual Property" (as defined below).

     (b)      Employee hereby assigns and agrees to assign to the Company, 
its successors, assigns, or designees, all of the Employee's right, title, 
and interest in and to all "Business Opportunities" and "Intellectual 
Property" (as defined below), and further acknowledges and agrees that all 
Business Opportunities and Intellectual Property constitute the exclusive 
property of the Company.

     (c)     For purposes hereof, "Business Opportunities" shall mean all 
business ideas, prospects, proposals or other opportunities pertaining to the 
lease, acquisition, exploration, production, gathering or marketing of 
hydrocarbons and related products and the exploration potential of 
geographical areas on which hydrocarbon exploration prospects are located, 
which are: 

     (i)  (other than any of those listed on Exhibit A hereto), 
developed by Employee  during the period that Employee is employed by 
any of the Related Parties (the "Employment Term"), or 

     (ii) (other than any of those listed on Exhibit A hereto), 
originated by any third party and brought to the attention of Employee 
during the Employment Term, 

together with information relating thereto, including, without limitation, 
any "Related Parties' Business Records" (as defined below).
<PAGE>
     (d)     For purposes hereof "Intellectual Property" shall mean all 
copyrights, patents, trademarks, patent or trademark applications, 
franchises, licenses, permits, rights (including without limitation, rights 
to software, trade secrets, proprietary information, processes and know-how) 
and other authorizations, whether or not patentable or copyrightable, which 
do not fall within the definition of Business Opportunities, which are 
discovered, conceived, invented, created, or developed by Employee, alone or 
with others during the Employment Term, if such discovery, conception, 
invention, creation, or development (A) occurs in the course of the 
Employee's employment with the Related Parties, or (B) occurs with the use of 
any of the Related Parties' time, materials, or facilities.

     2.     Obligations During Employment Term.  Employee agrees that during 
the Employment Term he will substantially devote his full time, skill, and 
attention and his best efforts during normal business hours to the business 
and affairs of the Related Parties (except for usual, ordinary, and customary 
periods of vacation and absence due to illness or other disability); 
moreover, without the prior written consent of the Board of Directors of the 
Company  (other than the investments described on Exhibit A hereto): 

     (i) Employee will not, other than through the Related Parties, 
engage or participate in any manner, whether directly or indirectly 
through any family member or as an employee, employer, consultant, 
agent, principal, partner, more than two percent shareholder, officer, 
director, licensor, lender, lessor or in any other individual or 
representative capacity, in any business or activity which is engaged 
in leasing, acquiring, exploring, producing, gathering or marketing 
hydrocarbons and related products; and 

     (ii) Employee will not (directly or indirectly through any family 
members), and will not permit any of his controlled affiliates to: (A) 
invest or otherwise participate alongside the Related Parties in any 
Business Opportunities, or (B) invest or otherwise participate in any 
business or activity relating to a Business Opportunity, regardless of 
whether any of the Related Parties ultimately participates in such 
business or activity. 
<PAGE>
     3.     Confidentiality Obligations.  

     (a)     Employee hereby acknowledges that all trade secrets and 
confidential or proprietary information of the Related Parties (collectively 
referred to herein as "Confidential Information") constitute valuable, 
special and unique assets of the Related Parties' business, and that access 
to and knowledge of such Confidential Information is essential to the 
performance of Employee's duties.  Employee agrees that during the Employment 
Term and at all times following the date of termination of Employee's 
employment (the "Termination Date"), Employee will hold the Confidential 
Information in strict confidence and will not publish, disseminate or 
otherwise disclose, directly or indirectly, to any person other than the 
Related Parties and their respective officers, directors and employees, any 
Confidential Information or use any Confidential Information for Employee's 
own personal benefit or for the benefit of anyone other than the Related 
Parties.  The Company agrees to provide Confidential Information to Employee 
in exchange for Employee's agreement to keep such Confidential Information, 
and any Confidential Information to which Employee has already become privy, 
in strict confidence as provided in this Agreement. 

     (b)     For purposes of this Section 3, it is agreed that Confidential 
Information includes, without limitation, any information heretofore or 
hereafter acquired, developed or used by any of the Related Parties relating 
to Business Opportunities or Intellectual Property or other geological, 
geophysical, economic, financial or management aspects of the business, 
operations, properties or prospects of the Related Parties whether oral or in 
written form in the "Related Parties' Business Records" (as defined below), 
but shall exclude any information which (A) has become part of common 
knowledge or understanding in the oil and gas industry or otherwise in the 
public domain (other than from disclosure by Employee in violation of this 
Agreement), or (B) was rightfully in the possession of Employee, as shown by 
Employee's records, prior to the date of this Agreement (including Employee's 
method of selecting, purchasing and reworking oil and gas properties, which 
the Company and Employee may utilize subsequent to the Employment Term 
(subject to the other limitations contained in this Agreement)); provided, 
however, that Employee shall provide to the Company copies of all information 
described in clause (B); provided further, however, that this Section 3 shall 
not be applicable to the extent Employee is required to testify in a judicial 
or regulatory proceeding pursuant to the order of a judge or administrative 
law judge after Employee requests that such Confidential Information be 
preserved.
<PAGE>
     4.     Obligations After Termination Date.

     (a)     The purpose of the provisions of Section 2 and this Section 4 
are to protect the Company from unfair loss of goodwill and business 
advantage and to shield Employee from pressure to use or disclose 
Confidential Information or to trade on the goodwill belonging to the 
Company.  Accordingly, during the "Post-Termination Non-Compete Term" (as 
defined below), Employee will not engage or participate in any manner, 
whether directly or indirectly through any family member or as an employee, 
employer, consultant, agent, principal, partner, shareholder, officer, 
director, licensor, lender, lessor or in any other individual or 
representative capacity, in any business or activity which is in engaged in 
leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons 
and related products within the states of California, Colorado, Kansas, 
Louisiana, Mississippi, New Mexico, Oklahoma or Texas; provided that, this 
Section 4 shall not preclude Employee from making (i) investments described 
on Exhibit A hereto, or (ii) personal investments in securities of oil and 
gas companies which are registered on a national stock exchange, if the 
aggregate amount owned by Employee and all of his family members and 
affiliates does not exceed two percent of such company's outstanding 
securities.

      (b)     For purposes hereof, the "Post Termination Non-Compete Term" 
is:

     (i)     the 18 month period following the Termination Date, if (A) 
the Employee voluntarily resigns or otherwise terminates his position 
as an officer or employee of the Related Parties for other than Good 
Reason (as defined below), (B) the Employee's employment or engagement 
by the Related Parties is terminated for "cause" (as defined below), or 
(C) the Employee breaches any of the provisions of Sections 3, 4 or 5 
hereof;  or

     (ii)     in the event that the Employee's services as an officer, 
employee or consultant are terminated by (A) a Related Party (or a 
successor to a Related Party) other than for "cause" (as defined below) 
or (B) by Employee for Good Reason, and in either case the Employee is 
not in breach of any of the provisions of Section 3, 4 or 5 hereof, the 
period during which the Company makes "Severance Payments" (as defined 
below) to Employee, the length of which shall be determined by the 
Company at its discretion, but in no event to be longer than eighteen 
(18) months. The Company shall not be obligated to make Severance 
Payments for any length of time and shall be entitled to cease making 
Severance Payments at any time for any reason. 
<PAGE>          
      For purposes hereof, "Severance Payments" shall be amount of 
the salary that the Employee received from the Related Parties on 
a monthly basis immediately before the Termination Date and such 
Severance Payments shall be payable at the same times as 
Employee's regular salary immediately before termination.  

      For purposes hereof, a termination for "cause" means, in the 
good faith determination of the Company's Board of Directors, 
that any of the following has occurred: (A) Employee's conviction 
of, or plea of nolo contendere to, any felony or to any crime or 
offense causing substantial harm to the Related Parties or 
involving acts of theft, fraud, embezzlement, moral turpitude or 
similar conduct; (B) Employee's repeated intoxication by alcohol 
or drugs during the performance of his duties in a manner that 
materially and adversely affects Employee's performance of such 
duties; (C) malfeasance in the conduct of Employee's duties, 
including, but not limited to, (1) willful and intentional misuse 
or diversion of funds of the Related Parties, (2) embezzlement, 
or (3) fraudulent or willful and material misrepresentations or 
concealments on any written reports submitted to the Related 
Parties; (D) Employee's material violation of any provision of 
the Second Amended and Restated Shareholders Agreement dated even 
date herewith among Employee, the Company and certain of its 
other shareholders; or (E) Employee's material breach of this 
Agreement or otherwise material failure to perform the duties of 
Employee's employment or engagement or material failure to follow 
or comply with the reasonable and lawful written directives of 
the Board of Directors of the Company, provided under the 
preceding clause (D) or (E) that Employee shall have been 
informed, in writing, of such material failure and given a period 
of not more than sixty (60) days to remedy same.

     A termination of employment shall be for "Good Reason" if 
such termination is the result of any of the following events: 
(i) Employee is assigned any responsibilities materially 
inconsistent with his position, title, offices, duties, 
responsibilities and status with the Company as of the date 
hereof; (ii) there is a material reduction in the salary paid to 
Employee, as compared to the salary in effect as of the date 
hereof; (iii) any failure by the Company to continue to provide 
to Employee any material benefit, bonus, profit sharing, 
incentive, remuneration or compensation plan, stock ownership or 
purchase plan, stock option plan, life insurance, disability 
plan, pension plan or retirement plan in which Employee is 
entitled to participate as of the date hereof or which, after the 
date hereof, employees of the Company are generally eligible to 
participate in, or the taking by the Company of any action that 
materially and adversely affects Employee's participation in or 
materially reduces his rights or benefits under or pursuant to 
any such plan or the failure by the Company to increase or 
improve such rights or benefits on a basis consistent with 
practices in effect as of the date hereof or with practices 
implemented subsequent to the date hereof regarding executive 
employees of the Company generally; (iv) the Company requires 
Employee to relocate to any city or community outside of the 
Houston, Texas metropolitan area, other than travel on Company 
business to an extent consistent with Employee's position, title, 
offices, duties, responsibilities and status with the Company as 
of the date hereof; or (v) provided the Company shall have been 
informed, in writing, of such material breach and given a period 
of not more than sixty (60) days to remedy same, there is any 
material breach by the Company of this Agreement.
<PAGE>
      (c)     Employee acknowledges that the Severance Payments made to 
Employee under Section 4(b)(ii) constitute adequate consideration for 
Employee's agreements set forth in Section 4(a) and (b) hereof. 

     (d)     Employee will not during the two-year period following the 
Termination Date, solicit, entice, persuade or induce, directly or 
indirectly, any employee (or person who within the preceding ninety (90) days 
was an employee) of any of the Related Parties or any other person who is 
under contract with or rendering services to any of the Related Parties, to 
(i) terminate his employment by, or contractual relationship with, such 
person, (ii) refrain from extending or renewing the same (upon the same or 
new terms), (iii) refrain from rendering services to or for such person, 
(iv) become employed by or to enter into contractual relations with any 
Persons other than such person, or (v) enter into a relationship with a 
competitor of any of the Related Parties.

     5.     Business Records.  

     (a)     The Employee agrees to promptly deliver to the Company, upon 
termination of his employment by the Related Parties, or at any other time 
when the Company so requests, all documents produced by Employee or coming 
into his possession and relating to the business of the Related Parties, 
including, without limitation: all geological and geophysical reports and 
related data such as maps, charts, logs, seismographs, seismic records and 
other reports and related data, calculations, summaries, memoranda and 
opinions relating to the foregoing, production records, electric logs, core 
data, pressure data, lease files, well files and records, land files, 
abstracts, title opinions, title or curative matters, contract files, notes, 
records, drawings, manuals, correspondence, financial and accounting 
information, customer lists, statistical data and compilations, patents, 
copyrights, trademarks, trade names, inventions, formulae, methods, 
processes, agreements, contracts, manuals or any other documents relating to 
the business of the Related Parties (collectively, the "Related Parties' 
Business Records"), and all copies thereof and therefrom.
<PAGE>
     (b)     The Employee confirms that all of the Related Parties' Business 
Records (and all copies thereof and therefrom) that are required to be 
delivered to the Company pursuant to this Section constitute the exclusive 
property of the Company and the other Related Parties.
     (c)     The obligation of confidentiality set forth in Section 3 shall 
continue notwithstanding the Employee's delivery of any such documents to the 
Company.

     (d)     Notwithstanding the foregoing provisions of this Section 5 or 
any other provision of this Agreement, the Employee shall be entitled to 
retain any written materials which, as shown by the Employee's records, were 
in Employee's possession on or prior to the date hereof, subject to the 
Company's right to receive a copy of all such materials relating to the 
business of the Related Parties.

     (e)     The provisions of this Section 5 shall continue in effect 
notwithstanding termination of the Employee's employment for any reason. 

     6.     Miscellaneous.

      (a)     The invalidity or non-enforceability of any provision of this 
Agreement in any respect shall not affect the validity or enforceability of 
this Agreement in any other respect or of any other provision of this 
Agreement.  In the event that any provision of this Agreement shall be held 
invalid or unenforceable by a court of competent jurisdiction by reason of 
the geographic or business scope or the duration thereof, such invalidity or 
unenforceability shall attach only to the scope or duration of such provision 
and shall not affect or render invalid or unenforceable any other provision 
of this Agreement, and, to the fullest extent permitted by law, this 
Agreement shall be construed as if the geographic or business scope or the 
duration of such provision had been more narrowly drafted so as not to be 
invalid or unenforceable.

     (b)     Employee acknowledges that the Company's remedy at law for any 
breach of the provisions of this Agreement is and will be insufficient and 
inadequate and that the Company shall be entitled to equitable relief, 
including by way of temporary and permanent injunction, in addition to any 
remedies the Company may have at law.
<PAGE>
     (c)     The representations and covenants contained in this Agreement on 
the part of the Employee will be construed as ancillary to and independent of 
any other agreement between the Company and the Employee, and the existence 
of any claim or cause of action of the Employee against the Company or any of 
the other Related Parties or any officer, director, or shareholder of the 
Company or any of the other Related Parties, whether predicated on Employee's 
employment or otherwise, shall not constitute a defense to the enforcement by 
the Company of the covenants of the Employee contained in this Agreement.  In 
addition, the provisions of this Agreement shall continue to be binding upon 
the Employee in accordance with their terms, notwithstanding the termination 
of the Employee's employment for any reason.

     (d)     The parties to this Agreement agree that the limitations 
contained in Section 4 with respect to time, geographical area, and scope of 
activity are reasonable.  However, if any court shall determine that the 
time, geographical area, or scope of activity of any restriction contained in 
Section 4 is unenforceable, it is the intention of the parties that such 
restrictive covenant set forth herein shall not thereby be terminated but 
shall be deemed amended to the extent required to render it valid and 
enforceable.

     (e)     Any notices or other communications required or permitted to be 
sent hereunder shall be in writing and shall be duly given if personally 
delivered or sent postage pre-paid by certified or registered mail, return 
receipt requested, at the addresses set forth on the signature page hereof.  
Either party may change his or its address for the sending of notice to such 
party by written notice to the other party sent in accordance with the 
provisions hereof.

     (f)     This Agreement may not be altered or amended except by a 
writing, duly executed by the party against whom such alteration or amendment 
is sought to be enforced. 

     (g)     THE PARTIES AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS (WITHOUT 
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF), AND THAT THE COURTS IN THE 
STATE OF TEXAS SHALL BE THE EXCLUSIVE COURTS OF JURISDICTION AND 
VENUE FOR ANY LITIGATION, SPECIAL PROCEEDING, DISPUTE OR OTHER PROCEEDING AS 
BETWEEN THE PARTIES THAT MAY BE BROUGHT OR ARISE OUT OF, IN CONNECTION WITH, OR 
BY REASON OF THIS AGREEMENT.
<PAGE>
     (h)     This Agreement constitutes the entire agreement between the 
parties hereto with respect to the subject matter hereof and supersedes all 
prior agreements and understandings, both written and oral, between the 
parties with respect to the subject matter hereof.

     (i)     This Agreement may be executed in counterparts, each of which 
shall be an original and all of which together shall constitute one and the 
same instrument. 

     (j)     This Agreement shall terminate and be of no further force and 
effect at such time as the Investors own none of the initially issued shares 
of Cumulative Redeemable Preferred Stock, Series B of the Company.



     IN WITNESS WHEREOF, each of the parties hereto has executed this 
Agreement in multiple counterparts as of the day and year first above 
written.


                              COMPANY:
Addresses:
                              BARGO ENERGY COMPANY


                              By: /s/ Tim J. Goff         
                                   Name: Tim J. Goff    
                                   Title: President     



                              EMPLOYEE:


                               /s/ Tim J. Goff    
                               Tim J. Goff


<PAGE>

                               EXHIBIT A
                                 to

                Confidentiality and Non-Compete Agreement
                              between

                 Bargo Energy Company and Tim J. Goff


     All royalty interests owned by Tim J. Goff individually as of May 14, 1999,
as well as interests owned as of May 14, 1999 by Pledger Partners, Ltd., a Texas
limited partnership, St. Martinville Partners, Ltd., a Texas limited 
partnership, Paloma Partners, Ltd., a Texas limited partnership, Bargo Energy 
Company, a Texas general partnership, Bargo Energy Resources, Ltd., a Texas 
limited partnership, Bargo Energy Corporation, a Texas corporation, Bargo Energy
Partners, Ltd., a Texas limited partnership, Gas Solutions, Ltd., a Texas 
limited partnership, TJG Investments, Inc., a Texas corporation, and Bargo 
Operating Company, Inc., a Texas corporation (collectively, the "Oil and Gas 
Interests"), plus future increases by Mr. Goff or any foregoing entity of his or
its share of an Oil and Gas Interest in the same property in which the original 
Oil and Gas Interest is held as of May 14, 1999 by Mr. Goff or such entity, as 
applicable.

<PAGE>