AMENDED AND RESTATED

                                  BY-LAWS

                                    OF

                       FORMAN PETROLEUM CORPORATION
                    (effective as of January 14, 2000)


                                 ARTICLE I

                                  OFFICES

     Section  1. The registered office shall be in the City of New Orleans,
State of Louisiana.

     Section 2.  The corporation may also have offices at such other places
both within and without  the  State  of Louisiana as the board of directors
may from time to time determine or the  business  of  the  corporation  may
require.


                                ARTICLE II

                         MEETINGS OF SHAREHOLDERS

     Section  1.  All  meetings  of  the  shareholders  for the election of
directors shall be held at such place either within or without the State of
Louisiana  as  shall  be  designated  from  time  to time by the  board  of
directors  and  stated  in  the  notice  of  the  meeting.    Meetings   of
shareholders  for  any  other  purpose  may be held at such time and place,
within or without the State of Louisiana,  as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Annual meetings of shareholders  shall be held at such date
and time as shall be designated from time to time by the board of directors
and stated in the notice of the meeting, at which  they  shall  elect  by a
board  of  directors,  and  transact such other business as may properly be
brought before the meeting.

     Section 3. Written notice  of  the  annual  meeting stating the place,
date and hour of the meeting shall be given to each shareholder entitled to
vote at such meeting not less than 10 nor more than 60 days before the date
of the meeting.

     Section  4.  At any meeting of shareholders, a  list  of  shareholders
entitled to vote, arranged alphabetically and certified by the secretary or
by the agent of the  corporation  having  charge  of  transfers  of shares,
showing  the  number  and class of shares held by each shareholder on   the
record date for the meeting  shall  be  produced  on  the  request  of  any
shareholder.

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     Section  5.  Special  meetings  of the shareholders for any purpose or
purposes, unless otherwise prescribed  by  statute  or  by  the articles of
incorporation, may be called at the direction of a majority of the board of
directors, or at the request in writing of shareholders owning  20% or more
issued  and outstanding stock that is entitled to vote for the election  of
directors.   Such  request  of  shareholders  shall  state  the  purpose or
purposes of the proposed meeting.

     Section 6. Written notice of a special meeting stating the place, date
and  hour of the meeting and the purpose or purposes for which the  meeting
is called, shall be given not less than 10 nor more than 60 days before the
date of the meeting, to each shareholder entitled to vote at such meeting.

     Section  7. Business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.

     Section 8.  The  holders  of  a  majority  of  the  stock  issued  and
outstanding  and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the shareholders for
the transaction  of  business except as otherwise provided by statute or by
the articles of incorporation.   If,  however,  such  quorum  shall  not be
present or represented at any meeting of the shareholders, the shareholders
entitled  to vote thereat, present in person or represented by proxy, shall
have power  to  adjourn the meeting from time to time, without notice other
than announcement  at  the  meeting,  until  a  quorum  shall be present or
represented.  At such adjourned meeting at which a quorum  shall be present
or  represented  any  business  may  be  transacted  which might have  been
transacted at the meeting as originally notified.  If  the  adjournment  is
for  more  than  30  days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each shareholder  of  record entitled to vote at the meeting.  Any
meeting at which directors are to  be  elected shall be adjourned only from
day to day until such directors shall have  been  elected.   In the case of
any  meeting  called  for  the election of directors, those who attend  the
second of such adjourned meetings,  although less than a quorum as fixed in
this section, shall nevertheless constitute  a  quorum  for  the purpose of
electing directors.

     Section  9. When a quorum is present at any meeting, the vote  of  the
holders of a majority  of  the shares having voting power present in person
or represented by proxy shall  decide  any  question  brought  before  such
meeting,  unless the question is one upon which by express provision of the
statutes or  of the articles of incorporation, a different vote is required
in which case  such express provision shall govern and control the decision
of such question.  Directors shall be elected by plurality vote.

     Section 10. Unless otherwise provided in the articles of incorporation
each shareholder  shall at every meeting of the shareholders be entitled to
one vote in person  or  by proxy for each share of the capital stock having
voting power held by such shareholder, but no proxy shall be voted on after
three years from its date.

     Section 11. As set forth  in the articles of incorporation, any action
required to be taken at any annual  or  special  meeting of shareholders of
the corporation, or any action which may be taken  at any annual or special
meeting of such shareholders, may be taken without a meeting, without prior
notice  and  without  a vote, if a consent in writing,  setting  forth  the
action so taken, shall be signed by the shareholders having that proportion
of  the  total  voting power  which  would  be  required  to  authorize  or
constitute such action  at a meeting of the shareholders.  Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those shareholders who have not consented
in writing.


                                ARTICLE III

                                 DIRECTORS

     Section 1. Unless otherwise  fixed  by  the  board  of  directors, the
number of directors which shall constitute the whole board shall  be  four.
The  directors  shall be elected at the annual meeting of the shareholders,
and each director  elected shall hold office until his successor is elected
and qualified.  Directors need not be shareholders.

     Section 2. The  business  of  the  corporation  shall be managed by or
under the direction of its board of directors which may  exercise  all such
powers of the corporation and do all such lawful acts and things as are not
by statute or by the articles of incorporation or by these by-laws directed
or required to be exercised or done by the shareholders.

                    MEETINGS OF THE BOARD OF DIRECTORS

     Section  3.  The  board  of  directors  of  the  corporation  may hold
meetings,  both regular and special, either within or without the State  of
Louisiana.

     Section  4.  Regular  meetings  of  the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

     Section  5.  Special  meetings  of the board  may  be  called  at  the
direction  of   the chairman of the board  on  48  hours'  notice  to  each
director; special  meetings  may  be  called  on like notice on the written
request of two directors unless the board consists of only one director; in
which case special meetings may be called on like  notice  on  the  written
request of the sole director.

     Section  6.  At all meetings of the board, a majority of the board  of
directors shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is
a quorum shall be the  act  of  the  board  of  directors, except as may be
otherwise  specifically  provided  by  statute  or  by   the   articles  of
incorporation.   If  a  quorum shall not be present at any meeting  of  the
board of directors the directors  present  thereat  may adjourn the meeting
from time to time, without notice other than announcement  at  the meeting,
until a quorum shall be present.

     Section   7.   Unless   otherwise   restricted   by  the  articles  of
incorporation  or  these by-laws, any action required or  permitted  to  be
taken at any meeting  of the board of directors or of any committee thereof
may be taken without a  meeting,  if all members of the board or committee,
as the case may be, consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the board or committee.

     Section   8.  Unless  otherwise  restricted   by   the   articles   of
incorporation or  these  by-laws, members of the board of directors, or any
committee designated by the  board  of  directors,  may  participate  in  a
meeting of the board of directors, or any committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in
a meeting shall constitute presence in person at the meeting.

                          COMMITTEES OF DIRECTORS

     Section  9.  The  board  of  directors  may, by resolution passed by a
majority  of  the  whole  board,  designate one or  more  committees,  each
committee to consist of one or more  of  the  directors of the corporation.
The board may designate one or more directors as  alternate  members of any
committee, who may replace any absent or disqualified member at any meeting
of the committee.

     In  the  absence  or disqualification of a member of a committee,  the
member or members thereof  present at any meeting and not disqualified from
voting, whether or not he or  they  constitute  a  quorum,  may unanimously
appoint another member of the board of directors to act at the  meeting  in
the place of any such absent or disqualified member.

     Any  such  committee,  to the extent provided in the resolution of the
board  of  directors, shall have  and  may  exercise  all  the  powers  and
authority of  the  board of directors in the management of the business and
affairs of the corporation,  and  may authorize the seal of the corporation
to be affixed to all papers which may  require  it;  but  no such committee
shall have the power or authority in reference to amending  the articles of
incorporation,   adopting   an   agreement   of  merger  or  consolidation,
recommendation to the shareholders the sale, lease  or  exchange  of all or
substantially all of the corporation's property and assets, recommending to
the  shareholders  a  dissolution  of the corporation or a revocation of  a
dissolution, or amending the by-laws  of  the  corporation; and, unless the
resolution or the articles of incorporation expressly  so  provide, no such
committee  shall  have the power or authority to declare a dividend  or  to
authorize the issuance  of stock or to adopt a certificate of merger.  Such
committee or committees shall  have such name or names as may be determined
from time to time by resolution adopted by the board of directors.

     Section 10. Each committee  shall keep regular minutes of its meetings
and report the same to the board of directors when required.


                         COMPENSATION OF DIRECTORS

     Section  11.  Unless  otherwise   restricted   by   the   articles  of
incorporation  or  these  by-laws,  the  board of directors shall have  the
authority to fix the compensation of directors.   The directors may be paid
their  expenses,  if any, of attendance at each meeting  of  the  board  of
directors and may be paid a fixed sum for attendance at each meeting of the
board of directors  or  a stated salary as director.  No such payment shall
preclude any director from  serving  the  corporation in any other capacity
and  receiving  compensation  therefor.  Members  of  special  or  standing
committees  may  be  allowed  like  compensation  for  attending  committee
meetings.

                           REMOVAL OF DIRECTORS

     Section  12.  Unless  otherwise   restricted   by   the   articles  of
incorporation,  by law or by agreement among shareholders, any director  or
the entire board of directors may be removed, with or without cause, by the
holders of a majority  of  shares  entitled  to  vote  at  an  election  of
directors.


                                ARTICLE IV

                                  NOTICES

     Section  1.  Unless  provided  otherwise  by  statute, the articles of
incorporation or these by-laws, whenever notice is required  to be given to
any  director  or  shareholder, it shall not be construed to mean  personal
notice.  Notice to any  shareholder  may  be  given  in writing, by mail or
national commercial courier service, addressed to such  shareholder, at his
address  as  it  appears on the records of the corporation.   Notice  to  a
director may be given  in  person, by telephone, by facsimile transmission,
or in writing delivered by a  national commercial courier service for next-
day  delivery  to  his  address  as  it  appears  on  the  records  of  the
corporation.

     Section 2. Notice given by mail  or  by  a  commercial courier service
shall be deemed to be given at the time when the same shall be deposited in
the  United  States  mail or with such courier service.   Notice  given  by
facsimile transmission shall be deemed to be given when so transmitted.

     Section 3. Whenever  any  notice  is  required  to  be given under the
provisions of the statutes or of the articles of incorporation  or of these
by-laws,  a  waiver  thereof  in  writing,  signed by the person or persons
entitled to said notice, whether before or after  the  time stated therein,
shall be deemed equivalent thereto.


                                 ARTICLE V

                                 OFFICERS

     Section  1.  The officers of the corporation shall be  chosen  by  the
board of directors  and shall be a chairman of the board, a chief executive
officer and chief operating  officer,  a  secretary  and  a treasurer.  The
board  of directors may also choose one or more vice presidents,  assistant
secretaries and assistant treasurers.  Any number of offices may be held by
the same  person,  unless  the  articles  of incorporation or these by-laws
otherwise provide.

     Section 2. The board of directors may  appoint such other officers and
agents as it shall deem necessary who shall hold  their  offices  for  such
terms  and  shall  exercise such powers and perform such duties as shall be
determined from time to time by the board.

     Section 3. The  salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

     Section 4. The officers  of  the  Corporation shall hold office at the
pleasure of the board of directors.  Except  as  otherwise  provided in the
resolution  of  the  board of directors electing any officer, each  officer
shall hold office until  his  or  her successor is elected and qualified or
until his or her earlier resignation  or  removal.   The board of directors
may remove any officer with or without cause at any time by the affirmative
vote of a majority of the board of directors.  Any vacancy occurring in any
office of the corporation shall be filled by the board of directors.

                         THE CHAIRMAN OF THE BOARD

     Section 5. The chairman of the board shall preside  at all meetings of
the  shareholders  and  directors,  ensure  that  all orders, policies  and
resolutions  of  the board of directors are carried out  and  perform  such
other duties as may  be  prescribed  by the board of directors or these by-
laws.

          THE CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER

     Section 6. The chief executive officer  and  chief  operating  officer
shall  be  the  chief  executive officer of the corporation and shall have,
subject to the powers of  the  chairman of the board and the supervision of
the board of directors, general  and  active  management of the business of
the corporation.

     Section 7. The chief executive officer and chief operating officer may
sign,  execute  and  deliver  in  the  name  of the corporation  powers  of
attorney, contracts, bonds and other obligations  and  shall  perform  such
other  duties  as  may  be  prescribed  from  time  to time by the board of
directors or these by-laws.

                              VICE PRESIDENTS

     Section 8. The vice presidents, if any, in the order  specified by the
board  of  directors  or,  if  not  so  specified,  in  the order of  their
seniority,  shall,  in  the  absence  or disability of the chief  executive
officer and chief operating officer, perform  the  duties  and exercise the
powers  of  the  chief  executive officer and chief operating officer,  and
shall perform such other  duties  as  the chief executive officer and chief
operating officer or the board of directors shall prescribe.

                   THE SECRETARY AND ASSISTANT SECRETARY

     Section 9. The secretary shall attend  all  meetings  of  the board of
directors  and  all  meetings  of  the  shareholders  and  record  all  the
proceedings  of  the  meetings  of  the  corporation  and  of  the board of
directors  in  a  book  to be kept for that purpose and shall perform  like
duties for the standing committees  when required.  He shall give, or cause
to  be  given,  notice  of all meetings of  the  shareholders  and  special
meetings of the board of  directors, and shall perform such other duties as
may be prescribed by the board  of directors or the chief executive officer
and chief operating officer, under whose supervision he shall be.  He shall
have  custody of the corporate seal  of  the  corporation  and  he,  or  an
assistant  secretary,  shall  have  authority  to  affix  the  same  to any
instrument  requiring  it  and  when  so affixed, it may be attested by his
signature or by the signature of such assistant  secretary.   The  board of
directors may give general authority to any other officer to affix the seal
of the corporation and to attest the affixing by his signature.

     Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or
if  there  be  no  such determination, then in the order of their election)
shall, in the absence  of the secretary or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other powers as the board
of directors may from time to time prescribe.

                  THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer  shall  have  the  custody  of the corporate
funds and securities and shall keep full and accurate accounts  of receipts
and  disbursements in books belonging to the corporation and shall  deposit
all moneys  and other valuable effects in the name and to the credit of the
corporation in  such  depositories  as  may  be  designated by the board of
directors.

     Section 12. He shall disburse the funds of the  corporation  as may be
ordered  by  the  board  of  directors,  taking  proper  vouchers  for such
disbursements,  and  shall  render to the chief executive officer and chief
operating officer and the board  of  directors, at its regular meetings, or
when the board of directors so requires, an account of all his transactions
as treasurer and of the financial condition of the corporation.

     Section 13. The assistant treasurer,  or  if  there shall be more than
one,  the  assistant treasurers in the order determined  by  the  board  of
directors (or if there be no such determination, then in the order of their
election) shall,  in  the  absence  of the treasurer or in the event of his
inability or refusal to act, perform  the duties and exercise the powers of
the  treasurer and shall perform such other  duties  and  have  such  other
powers as the board of directors may from time to time prescribe.


                                ARTICLE VI

                          CERTIFICATES FOR SHARES

     Section  1. Every holder of stock in the corporation shall be entitled
to have a certificate  signed  by  the  chief  operating  officer or a vice
president and the secretary or an assistant secretary evidencing the number
and  class  (and  series,  if any) of shares owned by him, containing  such
information as required by law and bearing the seal of the corporation.

     Section 2. Any of or all  the  signatures  on  a  certificate  may  be
facsimile.  In case any officer, transfer agent or registrar who has signed
or  whose facsimile signature has been placed upon a certificate shall have
ceased  to  be  such  officer,  transfer  agent  or  registrar  before such
certificate  is  issued, it may be issued by the corporation with the  same
effect as if he were  such officer, transfer agent or registrar at the date
of issue.

                             LOST CERTIFICATES

     Section 3. The board  of  directors  may  direct  a new certificate or
certificates  to  be  issued  in  place of any certificate or  certificates
theretofore issued by the corporation  alleged to have been lost, stolen or
destroyed, upon the making of an affidavit  of  that  fact  by  the  person
claiming  the  certificate  of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new  certificate  or certificates, the board of
directors  may,  in  its  discretion and as a condition  precedent  to  the
issuance thereof, require the  owner  of  such  lost,  stolen  or destroyed
certificate or certificates, or his legal representative, to advertise  the
same  in  such  manner as it shall require and/or to give the corporation a
bond in such sum  as  it may direct as indemnity against any claim that may
be made against the corporation  with respect to the certificate alleged to
have been lost, stolen or destroyed.

                             TRANSFER OF STOCK

     Section 4. Subject to the restrictions  on  transfer  included  in any
agreement  among  shareholders,  upon  surrender  to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignation  or  authority
to  transfer,  it  shall  be  the  duty  of  the corporation to issue a new
certificate to the person entitled thereto, cancel  the old certificate and
record the transaction upon its books.

                            FIXING RECORD DATE

     Section   5.   In  order  that  the  corporation  may  determine   the
shareholders  entitled   to  notice  of  or  to  vote  at  any  meeting  of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without  a meeting, or entitled to receive payment of any
dividend or other distribution  or  allotment of any rights, or entitled to
exercise any rights in respect of any  change,  conversion  or  exchange of
stock or for the purpose of any other lawful action, the board of directors
may  fix, in advance, a record date which shall not be more than sixty  nor
less than  ten  days  before  the date of such meeting, nor more than sixty
days prior to any other action.   A determination of shareholders of record
entitled to notice of or to vote at  a  meeting of shareholders shall apply
to any adjournment of the meeting; provided,  however,  that  the  board of
directors may fix a new record date for the adjourned meeting.

                          REGISTERED SHAREHOLDERS

     Section  6.  The  corporation  shall  be  entitled  to  recognize  the
exclusive  right of a person registered on its books as the owner of shares
to receive dividends,  and  to  vote  as such owner, and to hold liable for
calls and assessments a person registered  on  its  books  as  the owner of
shares, and shall not be bound to recognize any equitable or other claim to
or  interest  in  such  share  or  shares  on the part of any other person,
whether or not it shall have express or other  notice  thereof,  except  as
otherwise provided by the laws of Louisiana.


                                ARTICLE VII

                            GENERAL PROVISIONS

                                 DIVIDENDS

     Section  1.  Dividends  upon  the  capital  stock  of the corporation,
subject to the provisions of the articles of incorporation,  if any, may be
declared  by  the  board  of  directors  at any regular or special meeting,
pursuant to law.  Dividends may be paid in  cash, in property, or in shares
of  the  capital  stock,  subject  to the provisions  of  the  articles  of
incorporation.

     Section 2. Before payment of any  dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper
as  a  reserve  or  reserves  to  meet  contingencies,  or  for  equalizing
dividends, or for repairing or maintaining any property of the corporation,
or for such other purpose as the directors  shall  think  conducive  to the
interest  of  the  corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.

                                  CHECKS

     Section  3.  All  checks  or  demands  for  money  and  notes  of  the
corporation shall be  signed  by  such  officer  or  officers or such other
person  or  persons  as  the  board  of  directors  may from time  to  time
designate.

                                FISCAL YEAR

     Section  4.  The  fiscal  year of the corporation shall  be  fixed  by
resolution of the board of directors.

                                   SEAL

     Section 5. The board of directors  may  adopt  a  corporate seal.  The
corporate  seal shall have inscribed thereon the name of  the  corporation,
the year of  its  organization  and  the words "Corporate Seal, Louisiana."
The seal may be used by causing it or  a  facsimile thereof to be impressed
or affixed or reproduced or otherwise.

                              INDEMNIFICATION

     Section  6. The Corporation shall indemnify  its  directors,  and  may
indemnify its officers,  employees  and agents and may procure insurance on
behalf of its officers, directors, employees  and  agents,  to  the fullest
extent  permitted  by the Louisiana Business Corporation Law. Any amendment
or repeal of this by-law  shall  not  adversely  affect any indemnification
rights of an officer or director of the corporation  under this by-law with
respect  to  any  action or inaction occurring prior to the  time  of  such
amendment or repeal.


                               ARTICLE VIII

                                AMENDMENTS

     Section 1. These  by-laws  may  be amended or repealed by the board of
directors at any regular or special meeting  or  by the shareholders at any
annual  or special meeting, provided notice of the  proposed  amendment  or
repeal be  contained  in  the  notice  of such annual or special meeting of
shareholders.