<PAGE>   1
                                                                  EXHIBIT 10.32

                        SECOND AMENDMENT TO AMENDED AND
                           RESTATED CREDIT AGREEMENT


         This SECOND AMENDMENT AND SUPPLEMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "Second Amendment") executed effective as of October 6, 1999
(the "Effective Date"), is by and among THE HOUSTON EXPLORATION COMPANY, a
Delaware corporation ("Company"); CHASE BANK OF TEXAS, NATIONAL ASSOCIATION (in
its individual capacity, "Chase"), as agent (in such capacity, "Agent") for
each of the lenders that is a signatory hereto or which becomes a signatory
hereto and to the hereinafter described Credit Agreement as provided in Section
12.06 of the Credit Agreement (individually, together with its successors and
assigns, "Lender" and collectively, "Lenders").

                                R E C I T A L S

         A. The Company, the Agent and the Lenders (other than the hereinafter
defined "Additional Lenders") are parties to that certain Amended and Restated
Credit Agreement dated as of March 30, 1999 (the "Credit Agreement"), pursuant
to which the Lenders agreed to make loans and issue Letters of Credit to and
for the account of the Company.

         B. Bank One, Texas, N. A. and Hibernia National Bank (collectively,
the "Additional Lenders") each desire to become a Lender under the Credit
Agreement.

         C. In view of the foregoing, the Company, the Agent and the Lenders
hereby agree to amend the Credit Agreement in the particulars hereinafter
provided.

         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:

         Section 1. Certain Terms. All capitalized terms used in this Second
Amendment and not otherwise defined herein shall have the meanings ascribed to
such terms in the Credit Agreement.

         Section 2. Amendments and Supplements to Credit Agreement. The Credit
Agreement is hereby amended and supplemented as follows:

                 2.1 Definitions.

                 (a) The following terms defined in Section 1.02 of the Credit
         Agreement are hereby amended as follows:

                           (i) The term "Agreement" is hereby amended in its
                  entirety to read as follows:


<PAGE>   2
                                    "Agreement" shall mean this Credit
                           Agreement, as amended by the First Amendment, as
                           further amended by the Second Amendment, and as the
                           same may be further amended or supplemented from time
                           to time.

                           (ii) The term "Commitment" is hereby amended in its
                  entirety to read as follows:

                                    "Commitment" shall mean, as to each Lender,
                           the obligation of such Lender to make Loans to the
                           Company or of the Agent to issue, reissue, renew or
                           extend Letters of Credit on behalf of such Lender for
                           the account of the Company, in an aggregate amount at
                           any one time outstanding equal to the amount set
                           forth opposite such Lender's name on Schedule I
                           attached to the Second Amendment (as the same may be
                           reduced or increased from time to time pursuant to
                           Section 2.03 hereof); provided, however, the total
                           Commitments of all Lenders shall be subject to the
                           Borrowing Base pursuant to the terms of this
                           Agreement including, without limitation, Sections
                           2.01(a) and (b).

                           (iii) The Term "Threshold Amount" is hereby amended
                  in its entirety to read as follows:

                                    "Threshold Amount" shall mean (i) during the
                           period from and including the Effective Date of the
                           Second Amendment to and including the date of the
                           redetermination of the Borrowing Base scheduled to
                           occur March 1, 2000, $175,000,000, and (ii)
                           thereafter, the amount equal to the Borrowing Base.

                  (b) Section 1.02 of the Credit Agreement is hereby
         supplemented, where alphabetically appropriate, with the addition of
         the following definition:

                           "Second Amendment" shall mean that certain Second
                  Amendment to Amended and Restated Credit Agreement dated
                  effective as of October 6, 1999, between the Company, the
                  Agent and the Lenders.

                  2.2 Prepayments. Section 2.08(b) of the Credit Agreement is
         hereby amended to provide that, notwithstanding anything to the
         contrary contained in Section 2.08(b), if on December 21, 1999, the
         sum of the outstanding aggregate principal amount of the Loans and the
         LC Exposure exceeds the lesser of the then effective Borrowing Base or
         the aggregate amount of the Commitments, then the Company shall
         immediately pay or prepay the amount of such excess amount for
         application first, towards the reduction of all amounts previously
         drawn under Letters of Credit, but not yet funded as a Revolving
         Credit Loan pursuant to Section 4.07(b) or reimbursed, second, if
         necessary, towards reduction of the outstanding principal balance of
         the Notes by prepaying Base Rate Loans, if any, then outstanding, and
         third, if necessary, at the election of the Company, either toward a
         reduction of the


                                      -2-
<PAGE>   3

         outstanding principal balance of the Notes by prepaying Fixed Rate
         Loans, if any, then outstanding or by paying such amount to the Agent
         as cash collateral for outstanding Letters of Credit, which amount
         shall be held by the Agent as cash collateral to secure the Company's
         obligation to reimburse the Agent and the Lenders for drawing under
         the Letters of Credit.

                  2.3 MarketSpan Credit Facility. Section 8.07 of the Credit
         Agreement is hereby amended in its entirety to read as follows:

                           "Section 8.07 MarketSpan Credit Facility. The
                  Company shall maintain an unused and available commitment
                  under the MarketSpan Credit Facility equal to or greater than
                  $65,000,000 until (i) such time as the Borrowing Base is
                  equal to the Threshold Amount, (ii) such time as any and all
                  prepayments required under Section 2.08(b) have been made in
                  full, and (iii) such time as no Default exists hereunder."

                  2.4 Debt. Schedule 9.01 attached to the Credit Agreement is
         hereby amended and restated in its entirety to read as set forth on
         Schedule 9.01 attached to this Second Amendment and made a part hereof
         for all purposes.

                  2.5 Amendment, Etc. Section 12.04 of the Credit Agreement is
         hereby amended in its entirety to read as follows:

                           "Section 12.04 Amendments, Etc. Any provision of
                  this Agreement or any other Security Instruments may be
                  amended, modified or waived with the Majority Lenders'
                  written consent; provided that no amendment, modification or
                  waiver which (i) extends the maturity of the Loans shall be
                  effective without the written consent of each Lender directly
                  affected thereby, (ii) releases all or substantially all of
                  the collateral or the obligations of the Company or any
                  Guarantor shall be effective without the written consent of
                  all Lenders, (iii) modifies or waives the payment of any
                  principal, interest, fees or other amount due hereunder or
                  under the Notes or any Letter of Credit or Letter of Credit
                  Agreement to any Lender shall be effective without the
                  written consent of such Lender, (iv) modifies or reduces the
                  total Commitments of all of the Lenders shall be effective
                  without the written consent of all Lenders, (v) modifies or
                  reduces the Commitment of any Lender shall be effective
                  without the written consent of such Lender, (vi) decreases
                  the interest rate applicable to the Loans shall be effective
                  without the written consent of each Lender directly affected
                  thereby, (vii) decreases the amount of any fees due to any
                  Lender (or the Agent for the benefit of the Lenders)
                  hereunder shall be effective without the written consent of
                  each Lender directly affected thereby, or (viii) modifies or
                  waives any provision of this Agreement requiring the vote of
                  100% of the Lenders shall be effective without the written
                  consent of all Lenders; provided further that no such
                  agreement shall amend, modify or otherwise affect the rights
                  or duties of the Agent hereunder without the prior written
                  consent of the Agent. The



                                      -3-
<PAGE>   4

                  Company's written agreement is needed for any amendment or
                  modification of this Agreement or any other Security
                  Instrument."

         Section 3. Borrowing Base; Threshold Amount. Notwithstanding anything
to the contrary contained in the Credit Agreement including, without
limitation, the provisions of Section 2.09:

                 (a) The amount of the Borrowing Base shall be (i)
         $240,000,000 for the period from and including the Effective Date of
         this Second Amendment to but not including December 21, 1999, and (ii)
         $175,000,000 for the period from and including December 21, 1999 to
         but not including March 1, 2000, at which time the Borrowing Base
         shall be redetermined in accordance with Section 2.09 of the Credit
         Agreement.

                 (b) Any unscheduled redetermination of the Borrowing Base
         which occurs before December 21, 1999, must be approved by all of the
         Lenders.

         Section 4. Conditions. In addition to any and all other applicable
conditions precedent contained in Article VI of the Credit Agreement, this
Second Amendment shall become binding upon receipt by the Agent of the
following documents, each of which shall be satisfactory to the Agent in form
and substance:

                 (a) Counterparts of this Second Amendment duly executed by
         the Company.

                 (b) A Note, in the face amount of $15,000,000, duly completed
         and executed by the Company and payable to the order of Bank One,
         Texas, N.A.

                 (c) A duly completed and executed Assignment and Acceptance
         between Chase and Hibernia National Bank.

                 (d) A Note, in the face amount of $10,000,000, duly completed
         and executed by the Company and payable to the order of Hibernia
         National Bank.

                 (e) A Note, in the face amount of $40,000,000, duly completed
         and executed by the Company and payable to the order of Chase Bank of
         Texas, National Association.

                 (f) Such other documents as the Agent or its counsel may
         reasonably request.

         Section 5. Extent of Amendments. 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.

         Section 6. Reaffirmation. The Company hereby reaffirms that as of the
date of this Second Amendment, the representations and warranties made by the
Company 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 Second Amendment.



                                      -4-
<PAGE>   5

         Section 7. Governing Law. This Second Amendment shall be governed by,
and construed in accordance with, the laws of the State of Texas.

         Section 8. Counterparts. This Second Amendment may be executed in two
or more counter parts, 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.

         Section 9. Final Agreement. THE CREDIT AGREEMENT, AS AMENDED HEREBY,
THIS SECOND AMENDMENT, THE NOTES AND THE SECURITY INSTRUMENTS REPRESENT 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 OR ORAL AGREEMENTS BETWEEN THE PARTIES.








                      [SIGNATURE PAGES BEGIN ON NEXT PAGE]


                                      -5-

<PAGE>   6


         IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed effective as of the date first above written.


                                      COMPANY:

                                      THE HOUSTON EXPLORATION
                                      COMPANY


                                      By:    /s/ Thomas W. Powers
                                         ------------------------------------
                                      Name:  Thomas W. Powers
                                      Title: Senior Vice President
                                               Business Development
                                               Finance and Treasurer

                                      Address:    1100 Louisiana
                                                  Suite 2000
                                                  Houston, Texas  77002

                                      Telecopier No.:  713/830-6885

                                      Telephone No.:   713/652-2847





                        [Second Amendment to Amended and
                           Restated Credit Agreement
                               Signature Page 1]


<PAGE>   7

                                      LENDERS AND AGENTS:

                                      CHASE BANK OF TEXAS, NATIONAL
                                      ASSOCIATION, individually as a Lender and
                                      as Administrative Agent


                                      By:    /s/ Russell Johnson
                                         ------------------------------------
                                      Name:  Russell Johnson
                                      Title: Vice President

                                      Applicable Lending Office for Base Rate
                                      Loans:

                                      Address:   712 Main Street
                                                 Houston, Texas  77002

                                      Applicable Lending Office for Fixed Rate
                                      Loans:

                                      Address:   712 Main Street
                                                 Houston, Texas  77002
                                      Telecopier:   713/216-8870
                                      Telephone:    713/216-5617

                                      Address for Notices:

                                      Loan and Agency Services
                                      The Chase Manhattan Bank
                                      1 Chase Manhattan Plaza, 8th Floor
                                      New York, New York  10081

                                      Telecopier No.:  212/552-7490
                                      Telephone No.:   212/552-7943

                                      Attention: Muniram Appanna




                        [Second Amendment to Amended and
                           Restated Credit Agreement
                               Signature Page 2]

<PAGE>   8


                                      THE BANK OF NOVA SCOTIA,
                                      individually as a Lender and as
                                      Syndication Agent

                                      By:    /s/ A.S. Norsworthy
                                         -------------------------------------
                                      Name:  A.S. Norsworthy
                                      Title: Sr. Team Leader Loan Operations

                                      Applicable Lending Office for Base Rate
                                      Loans:

                                      Address:     600 Peachtree Street N.E.
                                                   Suite 2700
                                                   Atlanta GA 30308

                                      Applicable Lending Office for Fixed Rate
                                      Loans:

                                      Address:     600 Peachtree Street N.E.
                                                   Suite 2700
                                                   Atlanta GA 30308

                                      Address for Notices:

                                      1100 Louisiana, Suite 3000
                                      Houston, Texas 77002

                                      Telecopier No.:  713/752-2425
                                      Telephone No.:   713/759-3441

                                      Attention: Mark Ammerman

                                      with a copy to:

                                      Address:     600 Peachtree Street N.E.
                                                   Suite 2700
                                                   Atlanta GA 30308
                                      Telecopier:  404/888-8998
                                      Telephone:   404/877-1552
                                      Attention:   Phyllis Walker


                        [Second Amendment to Amended and
                           Restated Credit Agreement
                               Signature Page 3]

<PAGE>   9





                                      FIRST UNION NATIONAL BANK,
                                      Individually as a Lender and as
                                      Documentation Agent

                                      By:    /s/ Robert R. Wetteroff
                                         -------------------------------------
                                      Name:  Robert R. Wetteroff
                                      Title: Senior Vice President

                                      Applicable Lending Office for Base Rate
                                      Loans:

                                      Address:   301 South College Street
                                                 Charlotte, North Carolina 28288

                                      Applicable Lending Office for Fixed Rate
                                      Loans:

                                      Address:   301 South College Street
                                                 Charlotte, North Carolina 28288

                                      Address for Notices:

                                      1001 Fannin Street
                                      Houston, Texas 77002

                                      Telecopier:    713/650-6354
                                      Telephone No.  713/346-2727

                                      Attention:  Jay Chernosky

                                      with a copy to:

                                      1001 Fannin Street
                                      Houston, Texas 77002

                                      Telecopier:    713/650-6354
                                      Telephone No.  713/346-2727

                                      Attention:  Debbie Blank


                        [Second Amendment to Amended and
                           Restated Credit Agreement
                               Signature Page 4]

<PAGE>   10


                                      PNC BANK NATIONAL ASSOCIATION,
                                      Individually as a Lender and as Managing
                                      Agent

                                      By:    /s/ Thomas A. Mojeski
                                         -------------------------------------
                                      Name:  Thomas A. Mojeski
                                      Title: Vice President

                                      Applicable Lending Office for Base Rate
                                      Loans:

                                      Address:   249 Fifth Avenue, 3rd Floor
                                                 Mail Stop P1-POPP-03-1
                                                 Pittsburgh, Pennsylvania 15222


                                      Applicable Lending Office for Fixed Rate
                                      Loans:

                                      Address:   249 Fifth Avenue, 3rd Floor
                                                 Mail Stop P1-POPP-03-1
                                                 Pittsburgh, Pennsylvania 15222

                                      Address for Notices:

                                      249 Fifth Avenue, 3rd Floor
                                      Mail Stop P1-POPP-03-1
                                      Pittsburgh, Pennsylvania 15222

                                      Telecopier:       412/762-2571
                                      Telephone No.     412/762-3025

                                      Attention:  Tom Grundman

                                      with a copy to:

                                      620 Liberty Avenue
                                      Mail Stop P2-PTPP-03-1
                                      Pittsburgh, Pennsylvania 15222

                                      Telecopier:       412/762-5271
                                      Telephone No.     412/762-3025

                                      Attention:  Stephanie Angelini

                        [Second Amendment to Amended and
                           Restated Credit Agreement
                               Signature Page 5]

<PAGE>   11

                                      COMERICA BANK - TEXAS

                                      By:    /s/ Martin W. Wilson
                                         -------------------------------------
                                      Name:  Martin W. Wilson
                                      Title: Vice President

                                      Applicable Lending Office for Base Rate
                                      Loans:

                                      Address:     1601 Elm Street, 2nd Floor
                                                   Dallas, Texas 75201


                                      Applicable Lending Office for Fixed Rate
                                      Loans:

                                      Address:     1601 Elm Street, 2nd Floor
                                                   Dallas, Texas 75201

                                      Address for Notices:

                                      1601 Elm Street, 2nd Floor
                                      Dallas, Texas 75201

                                      Telecopier:     214/969-6561
                                      Telephone No.   214/969-6563

                                      Attention:  Martin W. Wilson

                                      with a copy to:

                                      Livonia Operations Center
                                      39200 Six Mile Road, 4th Floor
                                      Livonia, Michigan 48152

                                      Telecopier:     734/632-7050
                                      Telephone No.   734/632-3063

                                      Attention:  Nancy Lee

                        [Second Amendment to Amended and
                           Restated Credit Agreement
                               Signature Page 6]

<PAGE>   12


                                      THE BANK OF NEW YORK

                                      By:    /s/ Peter Keller
                                         -------------------------------------
                                      Name:  Peter Keller
                                      Title: Vice President

                                      Applicable Lending Office for Base Rate
                                      Loans:

                                      Address:     One Wall Street
                                                   Energy Division, 19th Floor
                                                   New York, New York 10286

                                      Telecopier No.: 212/635-7924
                                      Telephone No.:  212/635-7550

                                      Attention:  Kathy D'Elena


                                      Applicable Lending Office for Fixed Rate
                                      Loans:

                                      Address:     One Wall Street
                                                   Energy Division, 19th Floor
                                                   New York, New York 10286

                                      Telecopier No.: 212/635-7924
                                      Telephone No.:  212/635-7550

                                      Attention:  Kathy D'Elena

                                      Address for Notices:
                                      The Bank of New York
                                      One Wall Street
                                      Energy Division, 19th Floor
                                      New York, NY  10286

                                      Telecopier No.: 212/635-7924
                                      Telephone No.:  212/635-7550

                                      Attention: Kathy D'Elena


                        [Second Amendment to Amended and
                           Restated Credit Agreement
                               Signature Page 7]

<PAGE>   13


                                      with a copy to:

                                      Address:
                                      The Bank of New York
                                      One Wall Street
                                      Energy Division, 19th Floor
                                      New York, NY  10286

                                      Telecopier No.: 212/635-7924
                                      Telephone No.:  212/635-7861

                                      Attention: Peter Keller





                        [Second Amendment to Amended and
                           Restated Credit Agreement
                               Signature Page 8]

<PAGE>   14

                                      NATEXIS BANQUE

                                      By:    /s/ Timothy L. Polvado
                                         -------------------------------------
                                      Name:  Timothy L. Polvado
                                      Title: Vice President and Group Manager

                                      By:    /s/ N. Eric Bitges
                                         -------------------------------------
                                      Name:  N. Eric Bitges
                                      Title: Vice President

                                      Applicable Lending Office for Base Rate
                                      Loans:

                                      Address:     645 5th Avenue, 20th Floor
                                                   New York, New York
                                      Telecopier No.:212/872-5045

                                      Applicable Lending Office for Fixed Rate
                                      Loans:

                                      Address:     645 5th Avenue, 20th Floor
                                                   New York, New York
                                      Telecopier No.:212/872-5045

                                      Address for Notices:

                                      Natexis Banque, Southwest
                                        Representative Office
                                      333 Clay Street, Suite 4340
                                      Houston, Texas  77002
                                      Telecopier No.: 713/759-9908
                                      Telephone No.:  713/759-9401

                                      Attention:  Tanya McAllister

                                      with a copy to:

                                      Address:

                                      Natexis Banque, New York Branch
                                      645 5th Avenue, 20th Floor
                                      New York, New York
                                      Telecopier No.: 212/872-5045

                                      Attention: Joan Rankine

                                      and


                        [Second Amendment to Amended and
                           Restated Credit Agreement
                               Signature Page 9]

<PAGE>   15




                                      Natexis Banque, Southwest
                                        Representative Office
                                      333 Clay Street, Suite 4340
                                      Houston, Texas  77002

                                      Telecopier No.: 713/759-9908
                                      Telephone No.: 713/759-9401

                                      Attention: John H. Thieroff



                        [Second Amendment to Amended and
                           Restated Credit Agreement
                               Signature Page 10]

<PAGE>   16

                                      BANK ONE, TEXAS, N.A.


                                      By:    /s/ Christine M. Macan
                                         -------------------------------------
                                      Name:  Christine M. Macan
                                      Title: Vice President

                                      Applicable Lending Office for Base Rate
                                      Loans:

                                      Address:    910 Travis, TX2-4330
                                                  Houston, Texas 77002

                                      Applicable Lending Office for Fixed Rate
                                      Loans:

                                      Address:    910 Travis, TX2-4330
                                                  Houston, Texas 77002

                                      Address for Notices:

                                      Bank One Center
                                      910 Travis, TX2-4330
                                      Houston, Texas 77002

                                      Telecopier No.: 713/751-3544
                                      Telephone No.:  713/751-3484

                                      Attention: Christine Macan

                                      with a copy to:

                                      Address:    Bank One Center
                                                  910 Travis, TX2-4375
                                                  Houston, Texas 77002

                                      Telecopier No.: 713/751-3982
                                      Telephone No.:  713/751-6174

                                      Attention:  Jeanie Harman

                                      and


                        [Second Amendment to Amended and
                           Restated Credit Agreement
                               Signature Page 11]

<PAGE>   17

                                      Address:    500 Throckmorton
                                                  West Complex PG6
                                                  Fort Worth, Texas 76102

                                      Telecopier No.: 817/884-4651
                                      Telephone No.:  817/884-4399

                                      Attention:  Carol Peacock




                        [Second Amendment to Amended and
                           Restated Credit Agreement
                               Signature Page 12]

<PAGE>   18


                                      HIBERNIA NATIONAL BANK

                                      By:     /s/ David R. Reid
                                         -------------------------------------
                                      Name:   David R. Reid
                                      Title:  Senior Vice President

                                      Applicable Lending Office for Base Rate
                                      Loans:

                                      Address:    313 Carondelet Street
                                                  New Orleans, Louisiana 70130

                                      Applicable Lending Office for Fixed Rate
                                      Loans:

                                      Address:    313 Carondelet Street
                                                  New Orleans, Louisiana 70130

                                      Address for Notices:

                                      213 W. Vermilion
                                      Lafayette, Louisiana 70501

                                      Telecopier No.: 318/268-4566
                                      Telephone No.:  318/268-4582

                                      Attention:  David Reid

                                      with a copy to:

                                      Address:    313 Carondelet Street
                                                  New Orleans, Louisiana 70130

                                      Telecopier No.: 504/533-5434
                                      Telephone No.:  504/533-5717

                                      Attention:  Spencer Gagnet


                        [Second Amendment to Amended and
                           Restated Credit Agreement
                               Signature Page 13]

<PAGE>   19


                                      and

                                      Address:    313 Carondelet Street
                                                  New Orleans, Louisiana 70130

                                      Telecopier No.: 504/533-5434
                                      Telephone No.:  504/533-5352

                                      Attention: Virginia Bell Cowart



                        [Second Amendment to Amended and
                           Restated Credit Agreement
                               Signature Page 14]

<PAGE>   20

                                   SCHEDULE I

                                  COMMITMENTS



<TABLE>
<CAPTION>
               Lender                                      Commitment
               ------                                     ------------

<S>                                                       <C>
Chase Bank of Texas, National Association                 $ 40,000,000

The Bank of Nova Scotia                                   $ 40,000,000

First Union National Bank                                 $ 35,000,000

PNC Bank National Association                             $ 35,000,000

Comerica Bank - Texas                                     $ 25,000,000

The Bank of New York                                      $ 25,000,000

Natexis Banque                                            $ 25,000,000

Bank One, Texas, N.A.                                     $ 15,000,000

Hibernia National Bank                                    $ 10,000,000
                                                          -------------

                  TOTAL                                   $250,000,000
</TABLE>


<PAGE>   21

                        THE HOUSTON EXPLORATION COMPANY

                                      DEBT

                                 SCHEDULE 9.01

None other than:

         (a)      Debt under the MarketSpan Credit Facility; and

         (b)      Debt evidenced by the Company's 8 5/8% Senior Subordinated
                  Notes Due 2008, Series B ($100,000,000 in aggregate principal
                  amount outstanding) issued by the Company in exchange for its
                  8 5/8% Senior Subordinated Notes Due 2008, Series A.