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             THIRD AMENDMENT TO CREDIT AGREEMENT

       THIS   THIRD  AMENDMENT  TO  CREDIT  AGREEMENT  (this
"Amendment")  is  among:   ENSERCH  EXPLORATION,   INC.,   a
corporation formed under the laws of the State of Texas (the
"Company");  each of the Lenders (as defined in  the  Credit
Agreement as hereafter defined) that is a signatory  hereto;
THE CHASE MANHATTAN BANK, a New York banking corporation (in
its  individual capacity, "Chase"), as administrative  agent
for  the  Lenders  (in  such  capacity,  together  with  its
successors in such capacity, the "Administrative Agent"); as
auction  agent  for the Lenders (in such capacity,  together
with  its successors in such capacity, the "Auction Agent");
and  as syndication agent for the Lenders (in such capacity,
together   with   its  successors  in  such  capacity,   the
"Syndication  Agent"); CITIBANK, N.A.,  a  national  banking
association (in its individual capacity, "Citibank") and  as
documentation  agent  for  the Lenders  (in  such  capacity,
together   with   its  successors  in  such  capacity,   the
"Documentation Agent"); and the Bank of New York,  The  Bank
of  Nova  Scotia,  Bankers Trust Company, Canadian  Imperial
Bank  of  Commerce,  The  First National  Bank  of  Chicago,
NationsBank of Texas, N.A. and Royal Bank of Canada  as  co-
agents (in such capacity, together with their successors  in
such capacity, the "Co-Agents").

                          RECITALS

      A.    The  Company, the Agents, and the  Lenders  have
entered into the certain Credit Agreement dated as of May 1,
1995  (the "Original Credit Agreement"), as amended  by  the
First  Amendment  to  the  Credit  Agreement  dated  as   of
September  16,  1996  (the  "First Amendment")  and  further
amended by the Second Amendment to Credit Agreement dated as
of June 27, 1997 (the "Second Amendment"), pursuant to which
the Lenders have agreed to make certain loans and extensions
of  credit  to the Company upon the terms and conditions  as
provided  therein (the Original Credit Agreement, the  First
Amendment   and   the  Second  Amendment  are   collectively
hereinafter referred to as the "Credit Agreement"); and

      B.    The  Company, the Agents, and  the  Lenders  now
desire to make certain amendments to the Credit Agreement.

     NOW,  THREFORE,  in consideration of the  premises  and
other   good  and  valuable  consideration  and  the  mutual
benefits,  covenants  and agreements herein  expressed,  the
parties hereto now agree as follows:
     
     1.        All capitalized terms used in this Amendment and
not otherwise defined herein shall have the meaning ascribed
to such terms in the Credit Agreement.

          2.   Section 9.06 of the Credit Agreement is deleted in
its entirety and replaced with the following:
     
          Section 9.06 Mergers, Etc.  Neither the Company
     nor any Subsidiary will merge into or with or consolidate
     with any other Person, or sell, lease or otherwise dispose
     of  (whether in one transaction or in a series  of
     transactions) all or substantially all of its Property or
     assets to any other Person ("Disposition") unless (i) no
     Default exists or would result from such merger or
     Disposition and (ii) for any merger, the Company (if a party
     to such merger) or a Subsidiary (if the Company is not a
     party to such merger) is the survivor, or for any merger or
     Disposition, if the surviving Person or acquiring Person is
     not the Company or a Subsidiary, such surviving Person or
     acquiring Person assumes the Indebtedness and all other
     obligations of the Company or such Subsidiary under the Loan
     Documents and is approved by the Majority Lenders.
     
           3.    Section  1.02  of the Credit  Agreement  is
hereby        supplemented,       where       alphabetically
appropriate, with the addition of the following:
     
          "Third Amendment" shall mean that certain Third
     Amendment to Credit Agreement as of September 25, 1997,
     among the Company, the Lenders, and the Agents.
     
           4.    This  Amendment  shall  become  binding  on
the     Lenders    when    ,    and    only    when,     the
Administrative   Agent   shall   have   received   each   of
the   following   in   form   and   substance   satisfactory
to the Administrative Agent or its counsel:
     
               (a)  counterparts of this Amendment executed by
     the Company, the Agents and the Majority Lenders;
          
                (b)   a certificate of the Secretary  or  an
     Assistant  Secretary  of  the  Company  setting   forth
     resolutions of its board of directors with  respect  to
     the  authorization of the Company to  execute,  deliver
     and perform this Amendment; and
          
                (c)   such  other documents  as  it  or  its
     counsel may reasonably request.
          
            5.     The  parties  hereto  hereby  acknowledge
and  agree  that,  except as specifically  supplemented  and
amended,   changed   or   modified   hereby,   the    Credit
Agreement   shall  remain  in  full  force  and  effect   in
accordance with its terms.
     
           6.    THIS AMENDMENT (INCLUDING, BUT NOT  LIMITED
TO,  THE  VALIDITY  AND  ENFORCEABILITY  HEREOF)  SHALL   BE
GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH, THE LAWS  OF
THE  STATE  OF TEXAS, OTHER THAN THE CONFLICT OF LAWS  RULES
THEREOF.
     
          7.   This Amendment may be executed in two or more
counterparts,  and  it  shall  not  be  necessary  that  the
signatures  of all parties hereto be contained  on  any  one
counterpart  hereof; each counterpart  shall  be  deemed  an
original, but all of which together shall constitute one and
the same instrument.

     
     
                 [SIGNATURES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of September 25, 1997.
     
COMPANY:                      ENSERCH EXPLORATION, INC.


                              By:___________________________
                              Name: ________________________
                              Title: _________________________


LENDER ADN ADMINISTRATIVE AGENT,   THE CHASE MANHATAN BANK
SYNDICATION AGENT AND
AUCTION AGENT:
                              By:___________________________
                              Name: ________________________
                              Title:_________________________


LENDER AND DOCUMENTATION      CITIBANK, N.A.
AGENT:

                              By:___________________________
                              Name: ________________________
                              Title:_________________________


LENDERS:                      THE BANK OF NEW YORK


                              By:___________________________
                              Name: ________________________
                              Title:_________________________


                              THE BANK OF NOVA SCOTIA


                              By:___________________________
                              Name: ________________________
                              Title:_________________________

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                              BANKERS TRUST COMPANY

                              By:___________________________
                              Name: ________________________
                              Title:_________________________



                              CANADIAN IMPERIAL BANK OF
                              COMMERCE


                              By:___________________________
                              Name: ________________________
                              Title:_________________________


                              THE FIRST NATIONAL BANK OF
                              CHICAGO


                              By:___________________________
                              Name: ________________________
                              Title:_________________________


                              NATIONSBANK OF TEXAS, N.A.


                              By:___________________________
                              Name: ________________________
                              Title:_________________________


                              ROYAL BANK OF CANADA


                              By:___________________________
                              Name: ________________________
                              Title:_________________________


                              CAISSE NATIONALE DE CREDIT
                              AGRICOLE

                              By:___________________________
                              Name: ________________________
                              Title:_________________________

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                              THE FUJI BANK, LTD.


                              By:___________________________
                              Name: ________________________
                              Title:_________________________


                              THE INDUSTRIAL BANK OF JAPAN
                              TRUST COMPANY


                              By:___________________________
                              Name: ________________________
                              Title:_________________________


                              THE LONG-TERM CREDIT BANK OF
                              JAPAN, LTD.


                              By:___________________________
                              Name: ________________________
                              Title:_________________________


                              MELLON BANK, N.A.


                              By:___________________________
                              Name: ________________________
                              Title:_________________________


                              THE SANWA BANK, LIMITED


                              By:___________________________
                              Name: ________________________
                              Title:_________________________


                              TORONTO DOMINION (TEXAS), INC.


                              By:___________________________
                              Name: ________________________
                              Title:_________________________
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                              UNION BANK OF SWITZERLAND
                              HOUSTON AGENCY

                              By:___________________________
                              Name: ________________________
                              Title:_________________________


                              By:___________________________
                              Name: ________________________
                              Title:_________________________


                              THE  BANK OF TOKYO-MITSUBISHI, LTD.


                              By:___________________________
                              Name: ________________________
                              Title:_________________________


                              DRESDNER BANK AG NEW YORK AND
                              GRAND CAYMAN BRANCHES


                              By:___________________________
                              Name: ________________________
                              Title:_________________________



                              CREDIT   LYONNAIS   NEW   YORK
                              BRANCH
                                   

                              By:___________________________
                              Name: ________________________
                              Title:_________________________

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