Exhibit 10.9

                              FIRST AMENDMENT TO
                             SPECIAL LOAN AGREEMENT


     This First  Amendment to Special Loan Agreement is made and entered into as
of  February  7,  2000,  between  HOME-STAKE  OIL &  GAS  COMPANY,  an  Oklahoma
corporation (the  "Borrower"),  and BANK OF OKLAHOMA,  NATIONAL  ASSOCIATION,  a
national banking association (the "Bank").

                                    Recitals

     A. The  Borrower  and the Bank are  parties to that  certain  Special  Loan
Agreement dated November 8, 1999 (the "Loan Agreement").

     B. On January 3, 2000, the Borrower executed a new shareholder  rights plan
to replace its existing shareholder rights plan which expired on such date.

     C. The parties  hereto  desire to amend the Loan  Agreement  to reflect the
adoption of the new shareholder rights plan.

                                    Agreement

     In   consideration   of  the   foregoing   and  other  good  and   valuable
consideration, the Borrower and the Bank hereby agree as follows:

     1.  Paragraph  5.2 of the  Loan  Agreement  is  hereby  amended  to read as
follows:

          "5.2 Except as provided in the Rights Agreement dated January 3, 2000,
     between  the  Borrower  and UMB  Bank,  N.A.,  (copies  of which  have been
     delivered  to the Bank and which have not been  modified or amended,  as of
     the date  hereof) the Borrower  will not  declare,  pay (except as provided
     below) or become  obligated  to declare or pay any dividend on any class of
     its capital stock now or hereafter  outstanding,  make any  distribution of
     cash or property to holders of any shares of such stock, or redeem, retire,
     purchase or otherwise  acquire,  directly or indirectly,  any shares of any
     class of its capital stock now or hereafter outstanding; provided, however,
     that if no Event of Default or Default  shall then  exist,  notwithstanding

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     the above,  the Borrower may declare and pay dividends upon its outstanding
     shares of capital  stock not in any fiscal year to exceed  fifteen  percent
     (15%)  of its net  cash  from  operations,  less  scheduled  payments  upon
     indebtedness  to the Bank.  For purposes of this  Agreement  "net cash from
     operations"  shall mean gross income (net of  production  taxes) paid minus
     cash paid to  suppliers  in the normal  course of  business."  2. Except as
     amended hereby, the Loan Agreement shall remain in full force and effect as
     written.

          IN WITNESS WHEREOF, the Borrower and the Bank have executed this First
     Amendment as of the day and year first above written.

                         HOME-STAKE OIL & GAS COMPANY


                         By    /s/ Robert C. Simpson
                             -----------------------
                             Robert C. Simpson, Chairman of the
                             Board, President and Chief Executive
                               Officer


                         BANK OF OKLAHOMA, NATIONAL
                         ASSOCIATION


                         By    /s/ W. L. Leo Morris
                             -----------------------
                             W.L. Morris, Vice President

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