EXHIBIT 4.1





          FIRST AMENDMENT TO SECOND RESTATED LOAN AGREEMENT


          THIS FIRST AMENDMENT TO SECOND RESTATED LOAN AGREEMENT
(hereinafter  referred to as this "Amendment")  dated as of the 15th day of May,
2000, is by and between MAYNARD OIL COMPANY, a Delaware corporation ("Borrower")
and BANK ONE, TEXAS, N.A., a national banking association ("Bank").

                                W I T N E S S E T H:

          WHEREAS,  Borrower  and  Bank  entered  into a  Second  Restated  Loan
Agreement dated as of November 12, 1999 (the "Second Restated Loan  Agreement");
and

          WHEREAS,  Borrower and the Bank have agreed to make certain changes to
the Second Restated Loan Agreement.

          NOW, THEREFORE, the parties hereto agree as follows:

          1. Unless  otherwise  defined  herein,  all defined  terms used herein
shall have the same meaning  ascribed to such terms in the Second  Restated Loan
Agreement.

          2. The following definitions in Section 1 of the Second Restated Loan
Agreement are hereby amended as follows:

          "CD Margin" shall mean one and 675/1000's percent (1.675%).

          "Eurodollar Margin" shall mean one and one-half percent (1.500%).

          3.  This  Amendment  shall  be  effective  as of April  1,  2000  upon
satisfaction  of the  conditions  precedent set forth in Paragraph 4 hereof (the
"Amendment Effective Date").

          4. The effectiveness of this Amendment shall be subject to the
satisfaction of the following conditions precedent:

                  (a)      Borrowers Execution and Delivery. Borrower shall have
          executed and delivered this Amendment and other required documents,
          all in form and substance satisfactory to the Bank;

                  (b)      Corporate Resolutions. The Bank shall have received
          appropriate certified corporate resolutions of Borrower;

                  (c)      Representations and Warranties. The representations
          and warranties of Borrower under the Second Restated Loan Agreement
          are true and correct in all material




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                  respects  as of such  date,  as if then  made  (except  to the
          extent that such  representations  and warranties related solely to an
          earlier date);

(d)       No Event of Default. No Event of Default shall have occurred and be
continuing nor shall any event have occurred or failed to occur which, with the
passage of time or service of notice, or both, would constitute an Event of
Default;

(e)       Other Documents. The Bank shall have received such other instruments
and documents incidental and appropriate to the transaction provided for herein
as the Bank or its counsel may reasonably request, and all such documents shall
be in form and substance satisfactory to the Bank; and

(1)       Legal Matters Satisfactory. All legal matters incident to the
consummation of the transactions contemplated hereby shall be satisfactory to
special counsel for the Bank retained at the expense of Borrower.

          5.  Except to the  extent its  provisions  arc  specifically  amended,
modified or superseded by this Amendment,  the  representations,  warranties and
affirmative  and  negative  covenants  of the  Borrower  contained in the Second
Restated Loan Agreement are incorporated herein by reference for all purposes as
if copied herein in full.  The Borrower  hereby  restates and reaffirms each and
every term and  provision of the Second  Restated  Loan  Agreement,  as amended,
including,  without limitation, all representations,  warranties and affirmative
and negative  covenants.  Except to the extent its provisions  are  specifically
amended,  modified or superseded  by this  Amendment,  the Second  Restated Loan
Agreement, as amended, and all terms and provisions thereof shall remain in full
force and effect and the same in all respects are  confirmed and approved by the
Borrower and the Bank.

          6.      This Amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.

          7.      THIS AIVENDMENT 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 UNWRJ7ITEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

                            [Signature page follows:]




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IN WITNESS  WHEREOF,  the parties  have caused  this First  Amendment  to Second
Restated Loan Agreement to be duly executed as of the date first above written.



                                                      BORROWER:

                                                      MAYNARD OIL COMPANY,
                                                      a Delaware corporation
BORROWER:


MAYNARD OIL COMPANY,
a Delaware corporation


By:  /s/ Glenn R. Moore
   ------------------------------------------
   Glenn R. Moore, President



BANK:

BANK ONE, TEXAS, N.A.
a national banking association


By:  /s/ Reed V. Thomas
   ------------------------------------------
   Reed V. Thompson, Vice President





865836.1
Reed V. 1
President


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