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                                  EXHIBIT 2.1
                         AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger (this "Agreement") is made and  entered
into as of August __, 1999, by and among Cubic Energy, Inc., a Texas
corporation ("Cubic"), and Roseland Oil and Gas, Inc., an Oklahoma  corporation
("Roseland").

     A. Roseland desires to merge with and into Cubic, and Cubic desires  to
merge with Roseland (the "Merger").

     B. The terms and conditions of Merger, the mode of carrying the  Merger
into effect, the manner and basis of canceling the shares of $.05 par  value
common stock of Roseland ("Roseland Common Stock"), the issuance of the  shares
of $.05 par value common stock of Cubic ("Cubic Common Stock"), and  such other
terms and provisions as the parties desire to be stated in this  Agreement are
set forth below.

     C. The current shareholders of Roseland shall be the only  shareholders of
Cubic immediately upon the completion of the Merger, and each  such shareholder
shall own the same percentage of Cubic Common Stock as such  shareholder owned
of Roseland Common Stock prior to the Merger.

     D. The Boards of Directors of Roseland and Cubic deem the Merger to  be
desirable and in the best interests of their respective corporations and
shareholders, and a majority of the shareholders of each of Roseland and  Cubic
have approved the Merger.

     THEREFORE, in consideration of the premises and the mutual  agreements
contained herein, the parties hereto agree as follows:

                            ARTICLE I -- THE MERGER

     1.1 Merger. At the Effective Time (as defined in Section 1.2),  Roseland
shall be merged with and into Cubic, the separate existence of  Roseland shall
cease, and Cubic, as the surviving corporation (the "Surviving  Corporation"),
shall continue to exist by virtue of and shall be governed by  the laws of the
State of Texas, and the name of the Surviving Corporation  shall be "Cubic
Energy, Inc."

     1.2 Effective Time of Merger. The Articles of Merger (the "Articles  of
Merger") setting forth the information required by, and otherwise in  compliance
with, the Texas Business Corporation Act with respect to the  Merger, shall be
delivered for filing with the Secretary of State of the  State of Texas. The
Certificate of Merger (the "Oklahoma Certificate")  setting forth the
information required by, and otherwise in compliance with,  the Oklahoma General
Corporation Act with respect to the Merger, shall be  delivered for filing with
the Secretary of State of the State of Oklahoma.  The Merger shall become
effective on the day and at the time the Secretary of  State of the State of
Texas files such Articles of Merger (the time of such  effectiveness is herein
called the "Effective Time") and upon the filing with  the Secretary of State of
the State of Oklahoma of the Oklahoma Certificate.  Notwithstanding the
foregoing, either Roseland or Cubic, by action of its  Board of Directors, may
terminate this Agreement at any time prior to the  earlier of (i) the filing of
the Articles of Merger with the Secretary of  State of the State of Texas or
(ii) the filing of the Oklahoma Certificate  with the Oklahoma Secretary of
State.

     1.3 Effects of Merger. At the Effective Time, Cubic, without further
action, as provided by the laws of the State of Oklahoma and the laws of the
State of Texas, shall succeed to and possess all of the rights, privileges,
powers, and franchises, of a public as well as of a private nature, of
Roseland; and all property, real, personal and mixed, and all debts due on
whatsoever account, including subscriptions to shares, and all and every  other
interest, of or belonging to or due to Roseland shall be deemed to be  vested in
Cubic without further act or deed; and the title to any real  estate, or any
interest therein, vested in Cubic or Roseland shall not revert  or be in any way
impaired by reason of the Merger. Such transfer to and  vesting in Cubic shall
be deemed to occur by operation of law, and no consent  or approval of any other
person shall be required in connection with any such  transfer or vesting unless
such consent or approval is specifically required in the event  of merger or
consolidation by law or

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express provision in any contract,  agreement, decree, order, or other
instrument to which Cubic or Roseland is a  party or by which either of them
is bound. Cubic shall thenceforth be  responsible and liable for all debts,
liabilities, and duties of Roseland  which may be enforced against Cubic to
the same extent as if said debts,  liabilities, and duties had been incurred
or contracted by it. Neither the  rights of creditors nor any liens upon the
property of Roseland and Cubic  shall be impaired by the Merger.

     1.4 Articles of Incorporation. The Articles of Incorporation of  Cubic
before the merger shall be and remain the Articles of Incorporation of  Cubic
after the Effective Time, until the same shall thereafter be altered,  amended,
or repealed in accordance with law and Cubic's Articles of  Incorporation.

     1.5 Bylaws. The Bylaws of Cubic as in effect at the Effective Time  shall
be and remain the Bylaws of Cubic, as the Surviving Corporation, until  the same
shall be altered, amended, or repealed in accordance with law,  Cubic's Articles
of Incorporation, or such Bylaws.

                   ARTICLE II -- EFFECT ON OUTSTANDING STOCK

     2.1 Cubic Common Stock. At the Effective Time, all of the shares of  Cubic
Common Stock that were outstanding immediately before the Effective  Time shall,
without any action on the part of the holder thereof, be canceled.

     2.2 Roseland Common Stock. At the Effective Time, each outstanding  share
of Roseland Common Stock shall, without any action on the part of the  holders
thereof, be deemed converted into and represent the same number of  shares of
Cubic Common Stock as each holder of Roseland Common Stock owned  prior to the
Merger.

     2.3 Surrender of Certificates of Roseland Common Stock. At the  Effective
Time, the certificate(s) representing Roseland Common Stock shall  be deemed for
all purposes to evidence shares of Cubic Common Stock.

                     ARTICLE III -- OFFICERS AND DIRECTORS

     3.1 Directors. At the Effective Time, each of the persons who was  serving
as a director of Cubic immediately prior to the Effective Time shall  continue
to be a director of Cubic, and shall serve in such capacity until  the next
annual meeting of shareholders of Cubic and until his successor is  duly elected
and qualified or, if earlier, until his death, resignation, or  removal from
office.

     3.2 Officers. At the Effective Time, each of the persons who was  serving
as an officer of Cubic immediately prior to the Effective Time shall  continue
to be an officer of Cubic and shall continue to serve in such  capacity at the
direction of the Board of Directors of Cubic or, if earlier,  until their
respective death or resignation.

                          ARTICLE IV -- MISCELLANEOUS

     4.1 Headings. The headings contained in this Agreement are for  reference
purposes only and shall not affect in any way the meaning or  interpretation of
this Agreement.

     4.2 Amendment. To the extent permitted by law, this Agreement may be
amended or supplemented at any time and in any respect, to the extent such
amendment or supplement relates to the Merger, by action taken by the Boards  of
Directors of Roseland and Cubic, if prior to the Effective Time, or by the
Board of Directors of Cubic, if on or after the Effective Time.

     4.3 Governing Law. This Agreement shall be governed by and construed  in
accordance with the laws of the State of Texas with respect to all  matters,
except to the extent the laws of the State of Oklahoma apply to  matters of
corporate governance relating to Roseland.

     4.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.

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     4.5 Service of Process. In accordance with Section 1082(D) of the  Oklahoma
General Corporation Act, Cubic agrees that it may be served with  process in the
State of Oklahoma in any proceeding for enforcement of any  obligation of
Roseland, as well as for enforcement of any obligation of Cubic  arising from
the merger or consolidation, including any suit or other  proceeding to enforce
the right of any shareholders as determined in  appraisal proceedings pursuant
to the provisions of Section 1091 of the  Oklahoma General Corporation Act, and
Cubic irrevocably appoints the  Secretary of State as Cubic's agent to accept
service of process in any suit  or other proceedings and specifies 1720
Northwest Highway, Suite 320,  Garland, Texas 75041 as the address to which a
copy of process shall be  mailed by the Oklahoma Secretary of State.

     IN WITNESS WHEREOF, each of the parties hereto has executed this  Agreement
as of the date first written above.

CUBIC ENERGY, INC.,
a Texas corporation


By:
    -------------------------------
    Calvin A. Wallen III, President


ROSELAND OIL AND GAS, INC.,
an Oklahoma corporation


By:
    -------------------------------
    Calvin A. Wallen III, President

The undersigned secretary of Roseland Oil and Gas, Inc. hereby certifies that  a
majority of the outstanding stock of Roseland entitled to vote thereon has  been
voted for the adoption of this Agreement and the Merger.

ROSELAND OIL AND GAS, INC.,
an Oklahoma corporation


By:
    -------------------------------
    Jon S. Ross, Secretary







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