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                                                                    EXHIBIT 10.2

                               SECOND AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment") is made and entered into effective as of December 23, 2003, by and
among PETROQUEST ENERGY, L.L.C., a Louisiana limited liability company
("Borrower"); PETROQUEST ENERGY, INC., a Delaware corporation ("Guarantor");
BANK ONE, NA, a national banking association, (individually as a lender and as
agent, "Bank One").

                                R E C I T A L S:

         WHEREAS, Borrower, Guarantor, Bank One and Union Bank of California
entered into an Amended and Restated Credit Agreement dated May 14, 2003 (which
as the same may be amended from time to time is herein called the "Credit
Agreement"), pursuant to which Borrower amended and restated a previously
existing credit facility dated May 11, 2001; and

         WHEREAS, Union Bank of California has, by Assignment of even date
herewith, assigned and conveyed to Bank One all of its interest in the Credit
Agreement; and

         WHEREAS, Borrower, Guarantor and Bank One desire to amend the Credit
Agreement as herein set forth.

         NOW THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

         1.       Definitions. Except as otherwise provided below, unless the
context hereof indicates otherwise, all capitalized terms used herein shall have
the same meaning as such capitalized terms are defined in the Credit Agreement.

                  (a)      Definitions. Article I of the Credit Agreement is
         hereby amended by adding the following new defined terms and their
         definitions in proper alphabetical sequence as follows:

         "Acquisition Agreement" means that certain Purchase and Sale Agreement
         dated December 22, 2003, among Borrower, Guarantor, Carthage, and
         Addington, regarding the purchase by Borrower of Oil & Gas Properties
         in the Carthage Field located in Panola County, Texas."

         "Addington" means Addington Exploration, L.L.C., a Kentucky limited
         liability company"

         "Carthage" means Carthage, LLC, a Kentucky limited liability company"

                  (b)      Definitions. The following defined terms set forth in
         Article I of the Credit Agreement are hereby amended as follows:

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                           "Borrowing Base Reduction Amount" means (a) for each
                  month commencing March 1, 2004 until the next semi-annual
                  Borrowing Base redetermination pursuant to Section 2.2.2,
                  $1,000,000, and (b) for each month thereafter, such amount as
                  designated by 100% of the Lenders from time to time in
                  connection with each successive scheduled semi-annual
                  Borrowing Base redetermination pursuant to Section 2.2.2 or
                  successive unscheduled Borrowing Base redetermination pursuant
                  to Section 2.2.3.; provided however, if the Required Lenders
                  fail to timely designate a new Borrowing Base Reduction
                  Amount, then the Borrowing Base Reduction Amount most recently
                  in effect will continue in effect until the Required Lenders
                  designate a new Borrowing Base Reduction Amount."

                           "Unutilized Availability" means an amount equal to
                  the sum of (i) the Borrowing Base in effect from time to time;
                  and (ii) the amount available for borrowing by Borrower under
                  the Subordinated Credit Agreement, minus the Aggregate
                  Outstanding Debt."

         2.       Amendments to the Credit Agreement. The Credit Agreement is,
effective the date hereof, and subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof, hereby amended as follows:

                  (a)      Section 2.2.1 Borrowing Base, of the Credit Agreement
is hereby amended by deleting the section in its entirety and substituting the
following:

                           "2.2.1 During the period from the date of this
         Agreement to the date as of which the Borrowing Base is first
         redetermined pursuant to Section 2.2.2, the Borrowing Base shall be
         $20,200,000.00."

                  (b)      A new Section 5.29 Acquisition Agreement is hereby
added to the Credit Agreement as follows:

                  "5.29    Acquisition Agreement. The transactions contemplated
         by the Acquisition Agreement have or will close as contemplated therein
         and neither Borrower, Guarantor, Carthage nor Addington has waived nor
         shall waive, or in any way amend, without the prior consent of the
         Agent, the terms of the Acquisition Agreement, including any condition
         to the obligations to close as so set forth therein. A true, correct
         and complete copy of the Acquisition Agreement (including all exhibits,
         schedules and amendments thereto) has been delivered to Agent and a
         true, correct and complete copy of each document and instrument
         delivered at closing of the Acquisition will be delivered to the Agent
         on the closing date thereof. Neither Carthage nor Addington is in
         default under the Acquisition Agreement or any document or instrument
         to be delivered in connection with the Acquisition Agreement executed
         in connection therewith. The representations and warranties made by
         Carthage and/ or Addington in the Acquisition Agreement and any other
         document or instrument will be true and correct (except for changes
         expressly provided for therein or herein) on and as of the closing date
         as though made on and as of such date."

                           Section 6.31.4 to the Credit Agreement is hereby
         deleted in its entirety.

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                  (d)      Section 6.32 to the Credit Agreement is hereby
         amended to read as follows:

                           "6.32.   Subordinated Indebtedness. The Borrower will
                  promptly provide the Agent with copies of all documentation,
                  notices and reports provided by or on behalf of the Borrower,
                  Guarantor or any Subsidiary to the Subordinated Lenders. On or
                  before the tenth (10th) day of each calendar month, the
                  Borrower shall deliver to the Agent a certificate, executed by
                  an Authorized Officer of the Borrower, setting forth the
                  outstanding balance of the Subordinated Indebtedness as of the
                  last day of the preceding month. The Borrower will not, and
                  will not permit the Guarantor or any Subsidiary to, make any
                  (i) payments on the principal amount of any Subordinated
                  Indebtedness; (ii) payments of interest on the Subordinated
                  Indebtedness after the occurrence of a Unmatured Default or a
                  Default; (iii) amendment or modification to the Subordinated
                  Credit Agreement or any other agreement evidencing or
                  governing any Subordinated Indebtedness without the prior
                  written consent of the Agent; or (iv) directly or indirectly
                  voluntarily prepay, defease or in substance defease, purchase,
                  redeem, retire or otherwise acquire, any portion of the
                  Subordinated Indebtedness without the prior written consent of
                  the Agent."

         3.       Conditions Precedent to Effectiveness of Amendment. This
Amendment shall become effective when, and only when, the Agent and Lenders
shall have received counterparts of this Amendment executed by Borrower and
Guarantor and Section 2 hereof shall become effective when, and only when, the
Agent and Lenders shall have additionally received all of the following
documents, each document (unless otherwise indicated) being dated the date of
receipt thereof by Lender (which date shall be the same for all such documents),
in form and substance satisfactory to the Lender:

                  (a)      Counterparts of this Amendment duly executed by
         Borrower, Guarantor and Lenders;

                  (b)      A copy of the resolutions approving this Amendment,
         and authorizing the transactions contemplated herein or therein duly
         adopted by the Managers of Borrower, accompanied by a certificate of
         the duly authorized Secretary of Borrower, that such copy is a true and
         correct copy of the resolutions duly adopted by the Managers of
         Borrower, and that such resolutions constitute all the resolutions
         adopted with respect to such transactions, and have not been amended,
         modified or revoked in any respect and are in full force and effect as
         of the date hereof;

                  (c)      A copy of the resolutions approving this Amendment,
         and authorizing the transactions contemplated herein or therein duly
         adopted by the Board of Directors of Guarantor, accompanied by a
         certificate of the duly authorized Secretary of Guarantor, that such
         copy is a true and correct copy of the resolutions duly adopted by the
         Board of Directors of Guarantor, and that such resolutions constitute
         all the resolutions adopted with respect to such transactions, and have
         not been amended, modified or revoked in any respect and are in full
         force and effect as of the date hereof;

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                  (d)      A certificate, executed by an Authorized Officer of
         Borrower and Guarantor, stating that attached thereto is a true,
         correct and complete copy of a fully executed counterpart of the
         Acquisition Agreement, all exhibits and schedules thereto and all other
         documents and instruments executed and delivered in connection
         therewith. Additionally, the Acquisition Agreement shall expressly
         permit the direct or indirect assignment (collateral or otherwise) to
         the Lenders of all of the rights, but none of the obligations of
         Borrower, as a purchaser, under the Acquisition Agreement;

                  (e)      Mortgages, executed by the Borrower, in a form
         satisfactory to the Agent, the Lenders and their counsel with respect
         to the Properties purchased by Borrower pursuant to the Acquisition
         Agreement and described therein, which are part of the Collateral, and
         such other agreements, documents and instruments as may be necessary
         and appropriate, in form and substance satisfactory to the Agent and
         the Lenders, executed and delivered by the Borrower, as mortgagor or
         assignor, in favor of the Agent, ratably for the benefit of the
         Lenders, in order to create and perfect the Lender Liens in and to all
         Collateral described therein;

                  (f)      There shall not have been, in the sole judgment of
         Lenders, any material adverse change in the financial condition,
         business or operations of Borrower or Guarantor;

                  (g)      Payment by Borrower of the fees and expenses of
         counsel to Lenders in connection with the preparation and negotiation
         of this Amendment and all documents and instruments contemplated
         hereby;

                  (h)      The legal opinion of counsel to Borrower and
         Guarantor, in form and substance satisfactory to the Agent and its
         counsel;

                  (i)      ISDA documents entered into between Borrower and any
         of the Lenders evidencing Rate Management Transactions with respect to
         the Oil and Gas Properties of the Borrower and Guarantor, with
         confirmations of the transactions thereunder providing satisfactory
         hedging of natural gas sales in amounts and at prices satisfactory to
         the Lenders from the date hereof through December, 2005;

                  (j)      The execution and delivery of such additional
         documents and instruments which the Agent and its counsel may deem
         necessary to effectuate this Amendment or any document executed and
         delivered to Lenders in connection herewith or therewith.

         4.       Representations and Warranties of Borrower. Borrower
represents and warrants as follows:

                  (a)      Borrower and Guarantor are each duly authorized and
         empowered to execute, deliver and perform this Amendment and all other
         instruments referred to or mentioned herein to which it is a party, and
         all action on its part requisite for the due execution, delivery and
         the performance of this Amendment has been duly and effectively taken.
         This Amendment, when executed and delivered, will constitute valid and
         binding obligations of Borrower and Guarantor, as the case may be,
         enforceable against such party in accordance

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         with its terms. This Amendment does not violate any provisions of the
         Articles of Organization or limited liability agreement of Borrower,
         the Certificate of Incorporation or By-Laws of Guarantor, or any
         contract, agreement, law or regulation to which either Borrower or
         Guarantor is subject, and does not require the consent or approval of
         any regulatory authority or governmental body of the United States or
         any state;

                  (b)      After giving affect to this Amendment, the
         representations and warranties contained in the Credit Agreement, as
         amended hereby, and any other Loan Documents executed in connection
         herewith or therewith are true, correct and complete on and as of the
         date hereof as though made on and as of the date hereof;

                  (c)      After giving affect to this Amendment, no event has
         occurred and is continuing which constitutes a Default or Unmatured
         Default; and

                  (d)      When duly executed and delivered, each of this
         Amendment and the Credit Agreement will be legal and binding
         obligations of Borrower, enforceable in accordance with their
         respective terms, except as limited by bankruptcy, insolvency or
         similar laws of general application relating to the enforcement of
         creditors' rights and by equitable principles of general application.

         5.       Reference to and Effect on the Loan Documents.

                  (a)      Upon the effectiveness of Section 2 hereof, on and
         after the date hereof, each reference in the Credit Agreement to "this
         Agreement", "hereunder", "hereof", "herein" or words of like import,
         and each reference in the Loan Documents shall mean and be a reference
         to the Credit Agreement as amended hereby.

                  (b)      Except as specifically amended above, the Credit
         Agreement and the Note(s), and all other instruments securing or
         guaranteeing Borrower's obligations to Lenders, including the
         Collateral Documents, as amended (collectively, the "Security
         Instruments") shall remain in full force and effect and are hereby
         ratified and confirmed. Without limiting the generality of the
         foregoing, the Security Instruments and all collateral described
         therein do and shall continue to secure the payment of all obligations
         of Borrower and Guarantor under the Credit Agreement and the Note(s),
         as amended hereby, and under the other Security Instruments.

                  (c)      The execution, delivery and effectiveness of this
         Amendment shall not, except as expressly provided herein, operate as a
         waiver of any right, power or remedy of Lender under any of the
         Security Instruments, nor constitute a waiver of any provision of any
         of the Security Instruments.

         6.       Waiver. As additional consideration for the execution,
delivery and performance of this Amendment by the parties hereto and to induce
Lenders to enter into this Amendment, Borrower and Guarantor each warrants and
represents to Lenders that no facts, events, statuses or conditions exist or
have existed which, either now or with the passage of time or giving of notice,
or both, constitute or will constitute a basis for any claim or cause of action
against Lenders or any defense to

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(i) the payment of any obligations and indebtedness under the Note(s) and/or the
Security Instruments, or (ii) the performance of any of its obligations with
respect to the Note(s) and/or the Security Instruments, and in the event any
such facts, events, statuses or conditions exist or have existed, Borrower
unconditionally and irrevocably waives any and all claims and causes of action
against Lenders and any defenses to its payment and performance obligations in
respect to the Note(s) and the Security Instruments.

         7.       Costs and Expenses. Borrower agrees to pay on demand all costs
and expenses of Lenders in connection with the preparation, reproduction,
execution and delivery of this Amendment and the other instruments and documents
to be delivered hereunder, including the reasonable fees and out-of-pocket
expenses of counsel for Lenders. In addition, Borrower shall pay any and all
fees payable or determined to be payable in connection with the execution and
delivery, filing or recording of this Amendment and the other instruments and
documents to be delivered hereunder, and agrees to save Lenders harmless from
and against any and all liabilities with respect to or resulting from any delay
in paying or omitting to pay such fees.

         8.       Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.

         9.       Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas.

         10.      Final Agreement. THIS WRITTEN AMENDMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed in multiple counterparts, each of which is an original
instrument for all purposes, all as of the day and year first above written.

                                "BORROWER"

                                PETROQUEST ENERGY, L.L.C.

                                By: /s/ Michael O. Aldridge
                                    --------------------------------------------
                                    Michael O. Aldridge, Chief Financial Officer

                                "GUARANTOR"

                                PETROQUEST ENERGY, INC.

                                By: /s/ Michael O. Aldridge
                                    --------------------------------------------
                                    Michael O. Aldridge, Chief Financial Officer

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                                "LENDERS"

                                BANK ONE, NA,
                                As the Agent, a Lender and LC Issuer

                                By: /s/ Charles Kingswell-Smith
                                    --------------------------------------------
                                    Charles Kingswell-Smith
                                    Director