<PAGE>   1

                                                                   EXHIBIT 4.3.3




                           FIRST AMENDMENT TO AMENDED

                      AND RESTATED INTERCREDITOR AGREEMENT

         THIS FIRST AMENDMENT TO AMENDED AND RESTATED INTERCREDITOR AGREEMENT
(herein called this "Amendment") made as of the ____ day of March, 1999 by and
among Inland Production Company, a Texas corporation, (herein called
"Borrower"), Inland Resources Inc., a Washington corporation (herein called
"Parent"), and ING (U.S.) Capital LLC (successor to ING (U.S.) Capital
Corporation), as Agent (herein called "Agent Lender"), the Banks signatory
hereto, TCW Asset Management Company ("Tamco"), as Agent (herein called "Agent
Noteholder"), and Trust Company of the West ("Trustco") on behalf of the
Noteholders named below.

                              W I T N E S S E T H:

         WHEREAS, Borrower, Parent, Agent Lender, the Banks, Agent Noteholder
and Noteholders have entered into that certain Amended and Restated
Intercreditor Agreement dated as of September 11, 1998 (the "Amended
Agreement"); and

         WHEREAS, the parties hereto desire to amend the Amended Agreement as
provided herein;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Amended Agreement, the
parties hereto do hereby agree as follows:

         1. Definitions. The definition of "Enforcement Action" in Section 1 of
the Amended Agreement is hereby amended to delete the word "or" immediately
preceding clause (v) thereof and adding the following immediately after clause
(v) thereof: "or (vi) the automatic acceleration of TCW Indebtedness or Bank
Indebtedness upon the occurrence of a TCW Default described in Section D.10(a),
(b) or (c) or Annex D of the TCW Agreement or a Bank Default described in
Section D.10(a), (b) or (c) of Annex D to the Bank Agreement.

         2. Scheduled Bank Payments. Schedule 1 of the Amended Agreement is
hereby amended to read as Schedule 1 attached hereto.

         3. Deferral of Accrued Interest. Tamco and Trustco hereby agree that
the interest on TCW Indebtedness accruing for the period beginning January 1,
1999 and ending June 29, 1999 shall be deferred and shall be due and payable,
together with interest accrued thereon at the Late Payment Rate (as defined in
the TCW Agreement), on the date that the first payment of principal due on the
TCW Indebtedness shall be payable pursuant to the TCW Agreement, as more
particularly provided in the First Amendment to the TCW Agreement.

         4. Rights to Cure Defaults.

                  (a) Subsection 4(a) of the Amended Agreement is hereby amended
         by replacing the last sentence of such Subsection 4(a) with the
         following during the period 


<PAGE>   2

         from the effective date hereof to the later of September 30, 1999 or
         the date of the cure or waiver of all defaults under the Bank Documents
         or TCW Documents outstanding on September 30, 1999: "The Banks further
         agree that without the consent of Agent Noteholder no Bank shall
         commence or continue any Enforcement Action with respect to any Bank
         Default until the earlier to occur of (i) the tenth (10th) day after
         the date upon which the Agent Lender shall deliver a notice of intent
         to accelerate the Bank Indebtedness (and then only if such Bank Default
         remains uncured and otherwise continues to exist) and (ii) any
         acceleration of the TCW Indebtedness or any enforcement by any
         Noteholder of any Lien upon assets of Borrower or any Related Party in
         compliance with the terms hereof."

                  (b) Subsection 4(b) of the Amended Agreement is hereby amended
         by replacing the last sentence of such Subsection 4(b) with the
         following during the period from the effective date hereof to the later
         of September 30, 1999 or the date of the cure or waiver of all defaults
         under the Bank Documents or TCW Documents outstanding on September 30,
         1999: "The Noteholders further agree that without the consent of Agent
         Lender no Noteholder shall commence or continue any Enforcement Action
         with respect to any TCW Default until the earlier to occur of (i) the
         tenth (10th) day after the date upon which the Agent Noteholder shall
         deliver a notice of intent to accelerate the TCW Indebtedness (and then
         only if such TCW Default remains uncured and otherwise continues to
         exist) and (ii) any acceleration of the Bank Indebtedness or any
         enforcement by any Bank of any Lien upon assets of Borrower or any
         Related Party in compliance with the terms hereof."

         5. Hedging Contracts. Agent Lender and the Banks hereby agree that
notwithstanding Section C.15 of Annex C of the Bank Agreement, any Related
Person may, without the consent of the Agent Lender or Banks, enter into any
forward, swap or hedging contract or agreement with respect to projected
hydrocarbon production or refined product production of any Related Person which
Agent Noteholder requests such Related Person(s) to enter into pursuant to
Subsection 5.1(g) of the TCW Agreement.

         6. Counterparts. This Agreement may be separately executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to constitute one and the same
agreement.

         7. Effective Date. This Agreement shall be effective concurrently with
the effective time of the First Amendment to the Bank Agreement and the First
Amendment to the TCW Agreement.





                                       2
<PAGE>   3






         IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.

Borrower:                             INLAND PRODUCTION COMPANY



                                      By:
                                         ---------------------------------------
                                              Bill I. Pennington
                                              Chief Financial Officer

Parent:                               INLAND RESOURCES INC.



                                      By:
                                         ---------------------------------------
                                              Bill I. Pennington
                                              Chief Financial Officer

Agent Noteholder:                     TCW ASSET MANAGEMENT COMPANY, a California
                                      corporation, as Investment Manager under
                                      that certain Agreement dated as of June
                                      13, 1994, between TCW Asset Management and
                                      Morgan Stanley Group, Inc.


                                      By:
                                         ---------------------------------------
                                              Arthur R. Carlson
                                              Managing Director



                                      By:
                                         ---------------------------------------
                                              Marc MacAluso
                                              Senior Vice President





                                       3
<PAGE>   4






  Noteholders:                        TRUST COMPANY OF THE WEST, acting in its
                                      capacity as sub-custodian for Mellon Bank
                                      for the benefit of Account No.
                                      CPFF873-3032


                                      By:                        
                                         ---------------------------------------
                                              Arthur R. Carlson
                                              Managing Director


                                      By:                        
                                         ---------------------------------------
                                              Marc MacAluso
                                              Senior Vice President

  Agent Lender:                       ING (U.S.) CAPITAL LLC (successor to ING
                                      (U.S.) Capital Corporation), in its
                                      capacity as Agent


                                      By:                        
                                         ---------------------------------------
                                              Christopher R. Wagner


          Banks:                      ING (U.S.) CAPITAL LLC (successor to ING
                                      (U.S.) Capital Corporation)


                                      By:                        
                                         ---------------------------------------
                                              Christopher R. Wagner


                                      U.S. BANK NATIONAL ASSOCIATION


                                      By:
                                         ---------------------------------------
                                            Name:
                                            Title:


                                       4
<PAGE>   5




                                      MEESPIERSON CAPITAL CORP.


                                      By:
                                         ---------------------------------------

                                            Name:
                                            Title:



                                      By:
                                         ---------------------------------------

                                            Name:
                                            Title:


                                       5

<PAGE>   6



                                   SCHEDULE 1

SCHEDULED BANK PAYMENTS


<TABLE>
<CAPTION>

                           Quarterly                        Amount    
                         Payment Date                     of Payment  
                         ------------                     ----------  
                                                                      
<S>                                                       <C>         
                         June 29, 1999                    $9,472,222  
                                                                      
                         Sept 29, 1999                    $6,222,222  
                                                                      
                         Dec 30, 1999                     $6,222,222  
                                                                      
                         Mar 30, 2000                     $4,666,666  
                                                                      
                         June 29, 2000                    $4,666,666  
                                                                      
                         Sept 28, 2000                    $4,666,666  
                                                                      
                         Dec 28, 2000                     $4,666,666  
                                                                      
                         Mar 29, 2001                     $3,888,889  
                                                                      
                         June 28, 2001                    $3,888,889  
                                                                      
                         Sept 27, 2001                    $3,888,889  
                                                                      
                         Dec 28, 2001                     $3,888,889  
                                                                      
                         Mar 28, 2002                     $3,500,000  
                                                                      
                         June 27, 2002                    $3,500,000  
                                                                      
                         Sept 27, 2002                    $3,500,000  
                                                                      
                         Dec 30, 2002                     $3,500,000  
                                                                      
                         Mar 28, 2003                     $3,111,114  
                                                                      
</TABLE>