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                                                                  EXHIBIT 10.41

           FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


                  THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is dated as of June 16, 1998 among: HS RESOURCES,
INC., a corporation formed under the laws of the State of Delaware (the
"Borrower"); each of the lenders that is a signatory hereto; and THE CHASE
MANHATTAN BANK (in its individual capacity, "Chase"), as agent for the Lenders
(in such capacity, together with its successors in such capacity, the "Agent").

                                    RECITALS

         A. The Borrower, the Agent, and the Lenders (as defined in the Credit
Agreement as hereafter defined) have entered into that certain Amended and
Restated Credit Agreement dated as of June 14, 1996, as amended by the First
Amendment to Amended and Restated Credit Agreement dated as of June 17, 1996,
the Second Amendment to Amended and Restated Credit Agreement dated as of
November 27, 1996 and the Third Amendment to Amended and Restated Credit
Agreement dated as of December 15, 1997 (as amended, the "Credit Agreement"),
pursuant to which the Lenders have agreed to make certain loans and extensions
of credit to the Borrower upon the terms and conditions as provided therein;
and

         B. The Borrower, the Agent, and the Lenders now desire to make certain
amendments to the Credit Agreement.

         NOW, THEREFORE, 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 meanings ascribed to such terms in the Credit
Agreement.

         2. Section 1.02 of the Credit Agreement is hereby supplemented, where
alphabetically appropriate, with the addition of the following definitions:

                  "Fourth Amendment" shall mean that certain Fourth Amendment
         to Amended and Restated Credit Agreement dated as of June 16, 1998,
         among the Borrower, the Lenders and the Agent.

         3. Section 9.01 of the Credit Agreement is hereby amended by adding
the following clause (o):

                  "(o) Debt arising under a credit facility dated as of July 1,
         1998 among the Borrower, The Chase Manhattan Bank, as agent and the
         lenders party thereto; provided that the principal amount of such Debt
         does not exceed $15,000,000 

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         outstanding at any one time, such Debt is
         paid in full on or before September 15, 1998 and such Debt is
         unsecured."

         4. Section 9.15 of the Credit Agreement is hereby amended by adding
the following clause (v):

                   "and (v) sale of the Properties in Yuma County, Colorado,
         described in the letter dated June 16 from the Borrower attached to
         the Fourth Amendment."

         5. This Amendment shall become binding on the Lenders when, and only
when, the following conditions shall have been satisfied and the Agent shall
have received each of the following, as applicable, in form and substance
satisfactory to the Agent or its counsel:

                  (a) counterparts of this Amendment executed by the Borrower 
          and the Majority Lenders;

                  (b) such other documents as it or its counsel may reasonably
          request.

         6. 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.

         7. The Borrower hereby reaffirms that as of the date of this
Amendment, the representations and warranties contained in Article VII of the
Credit Agreement are true and correct on the date hereof as though made on and
as of the date of this Amendment, except as such representations and warranties
are expressly limited to an earlier date.

         8. 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 NEW YORK.

         9. 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 NEXT PAGE]

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date set forth in the opening paragraph of this
Amendment..


BORROWER:                                   HS RESOURCES, INC.



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


LENDER AND AGENT:                           THE CHASE MANHATTAN BANK



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


LENDERS:                                    CIBC, INC.


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



                                            WELLS FARGO BANK, N.A.

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


                                      S-1

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                                            CREDIT LYONNAIS NEW YORK BRANCH


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


                                            UNION BANK OF CALIFORNIA, N.A.


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


                                            ROYAL BANK OF CANADA


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


                                            DEN NORSKE BANK ASA


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


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


                                            MEESPIERSON, N.V.


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


                                      S-2

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                                            ABN AMRO BANK N.V.
                                            San Francisco International Branch


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


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


                                            FIRST UNION NATIONAL BANK


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


                                                     THE SANWA BANK, LIMITED


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


                                            SOCIETE GENERALE


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


                                      S-3

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                                            PARIBAS


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


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

                                            CREDIT AGRICOLE INDOSUEZ


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


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

                                      S-4

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                                  RATIFICATION

         The undersigned (a "Guarantor") hereby agrees that its liabilities
under its Guaranty Agreement dated as of June 14, 1996, as amended by First
Amendment to Guaranty Agreement dated as of June 17, 1996 (each such Guaranty
Agreement as amended called a "Guaranty"), guaranteeing the indebtedness,
obligations and liabilities under that certain Amended and Restated Credit
Agreement dated June 14, 1996, as amended by First Amendment to Amended and
Restated Credit Agreement dated as of June 17, 1996, Second Amendment to
Amended and Restated Credit Agreement dated as of November 27, 1996, Third
Amendment to Amended and Restated Credit Agreement dated as of December 15,
1997 and the foregoing Fourth Amendment to Amended and Restated Credit
Agreement dated as of June 16, 1998 shall remain enforceable against such
Guarantor in accordance with the terms of its Guaranty and shall not be
reduced, altered, limited, lessened or in any way affected by the execution and
delivery of this Third Amendment to Amended and Restated Credit Agreement. The
Guarantor hereby confirms and ratifies its liabilities under its Guaranty in
all respects.



                                            HSRTW, INC. (formerly known as
                                            HSR Acquisition, Inc.)



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


                                      S-5