SCHEDULE 14C  INFORMATION STATEMENT

               Information Statement Pursuant To Section 14(C)
                    Of The Securities Exchange Act Of 1934


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     [X]  Preliminary Information Statement

     [ ]  Confidential, for use of the Commission Only (as permitted by rule 
          14c-5(d) (2))

     [ ]  Definitive Information Statement

                       Future Petroleum Corporation
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             (Name of Registrant as Specified in Its Charter)
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[ ]     Fee paid previously with preliminary materials.

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                      FUTURE PETROLEUM CORPORATION
                        700 Louisiana, Suite 3700
                           Houston, TX  77002

                         INFORMATION STATEMENT

     This Information Statement is being furnished to the stockholders 
of Future Petroleum Corporation, a Utah corporation (the "Company" or 
"Future"), in connection with certain actions (the "Consent Actions") to 
be taken by the written consent of the holders of a majority of the 
voting power of the Company's issued and outstanding equity securities 
("Written Consent").  This Information Statement is first being mailed 
to stockholders of the Company on or about January __, 1999.  The 
Written Consent approved the three Consent Actions:  (i) the change in 
the Company's state of incorporation from Utah to Texas; (ii) the change 
of the Company's name from Future Petroleum Corporation to Bargo Energy 
Company; and (iii) an increase in the number of shares of Common Stock 
and Preferred Stock which the Company may issue.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US 
                         A PROXY.

     The approval of the holders of shares of Common Stock and 
Preferred Stock representing a majority of the voting power of the 
Company approved the Consent Actions.  At the close of business on 
January 15, 1999 (the "Record Date"), the Company had issued and 
outstanding 22,320,066 shares of its common stock, par value $.01 per 
share ("Common Stock"), and 100,000 shares of its convertible preferred 
stock, series A, par value $.01 per share ("Preferred Stock").  Holders 
of Preferred Stock have the right to vote on all matters submitted to a 
vote of the holders of the Common Stock on an as converted basis.  Each 
share of Common Stock is entitled to one vote and each share of 
Preferred Stock is entitled to 260 votes on each of the proposed 
actions.

     Members of the Board of Directors and their affiliates 
(collectively, the "Consenting Stockholders") own or control shares of 
Common Stock and Preferred Stock representing more than a majority of 
the voting power of the Company and have executed a written consent 
dated as of _____________, 1999 (the "Written Consent") adopting and 
approving the Consent Actions.  Together, the Consenting Stockholders 
own or control 45,565,562 shares of Common Stock (on an as converted 
basis) out of 48,320,066  shares of Common Stock outstanding (on an as 
converted basis) as of the Record Date, representing 94.3% of the voting 
power of the Company as of the Record Date.  No vote or further action 
of the stockholders of the Company is required in order to approve, 
adopt or implement the Consent Actions.  No appraisal or other similar 
rights are available to dissenters of the Consent Actions except as 
described under "Dissenters' Right of Appraisal" and "Consent Action No. 
1-Approval of a Change in the Company's State of Incorporation from 
Utah to Texas-Rights of Stockholders to Dissent" and no approvals are 
required from any state or federal agencies.  The actions to be 
effectuated by the Consent will become effective (the "Consent Effective 
Date") on or about _________, 1999.

     Pursuant to Section 16-10a-704 of the Utah Revised Business 
Corporation Act (the "Utah Act"), any action permitted to be taken at an 
annual or special meeting of stockholders of a Utah corporation may be 
taken without a meeting and without prior notice if a consent in 
writing, setting forth the action so taken, is signed by the holders of 
outstanding stock having not less than the minimum number of votes that 
would be necessary to authorize or take such action at a meeting at 
which all shares entitled to vote thereon were present and voted.  
Pursuant to Section 16-10a-704 of the Utah Act, prompt notice of any 
such action by written consent must be given to those stockholders 
entitled to vote who have not consented in writing and those 
stockholders not entitled to vote to whom the Utah Act requires that 
notice be given.  This Information Statement constitutes such required 
notice.  Only stockholders of record at the close of business on the 
Record Date are entitled to notice of the Consent Actions.  


               DISSENTERS' RIGHT OF APPRAISAL

     The change of the Company's state of incorporation from Utah to 
Texas is done by merging the Company with a subsidiary of the Company 
formed in Texas.  The Utah Act provides that, in connection with such a 
merger, a stockholder may elect to receive a cash payment of the fair 
value of his shares, rather than receiving stock in the Merger.  A copy 
of the relevant parts of the Utah Act are attached hereto as Exhibit I.  
This Information Statement is accompanied by the Company's written 
dissenters' notice (the "Dissenters' Notice") pursuant to 
Section 16-10a-1322 of the Utah Act to all stockholders who have not 
executed a written consent to the reincorporation of the Company as a 
Texas corporation.  Stockholders who wish to dissent must demand payment 
from the Company by ____________, 1999.  See "Consent Action No. 
1-Approval of a Change in the Company's State of Incorporation from 
Utah to Texas-Rights of Stockholders to Dissent" and the Dissenters' 
Notice.

               SECURITY OWNERSHIP OF PRINCIPAL
               STOCKHOLDERS AND MANAGEMENT

     The following table sets forth information with respect to the 
ownership of shares of Common Stock and Preferred Stock as of the Record 
Date, by (i) each director and executive officer of the Company, (ii) 
all executive officers and directors of the Company as a group and (iii) 
each person known by the Company to own beneficially more than 5% of the 
outstanding shares of Common Stock or Preferred Stock.  To the Company's 
knowledge, the persons indicated below have sole voting and investment 
power with respect to the shares indicated as owned by them, except as 
otherwise stated.  The address for each director and beneficial owner of 
more than 5% of the outstanding shares of Common Stock is 700 Louisiana, 
Suite 3700, Houston, Texas 77002, unless otherwise indicated.


                                    COMMON STOCK           PREFERRED STOCK(1)
                             --------------------------   ----------------------
                                             PERCENT OF               PERCENT OF
NAME OF BENEFICIAL OWNER     AMOUNT            CLASS       AMOUNT        CLASS
- - --------------------------------------------------------------------------------
DIRECTORS AND EXECUTIVE 
OFFICERS:
Thomas D. Barrow......... 8,666,666.658(2)     28.0%      33,333.33      33.3%
Tim J. Goff..............21,944,858.658(3)     70.3%      33,333.33(4)   33.3%
Gary R. Petersen (5).....         -             -              -          -
D. Martin Phillips (5)...         -             -              -          -
B. Carl Price............ 1,740,000(6)          7.6%           -          - 
Kimberly G. Seekely......         -             -              -          -
Mary Elizabeth Vanderhider        -             -              -          -


Common Stock owned by
  all directors and executive
  officers as a group 
  (7 persons)........... 32,351,525.306        79.77%     66,666.66      66.7%


5% STOCKHOLDERS:
Energy Capital 
  Investments Co. PLC(7)..2,269,886             10.2%           -          - 
EnCap Equity 1994, 
  L.P.(7).................2,424,973             10.9%           -          -
TJG Investments, Inc......1,255,000(8)           5.6%           -          - 
Bargo Energy Company......7,078,333(9)          31.7%           -          - 
James E. Sowell...........8,666,666.684(10)    28.0%      33,333.33     33.33%
Bargo Operating 
  Company, Inc............5,204,859(11)         22.8%       1,000(12)     1%
Bargo Energy 
  Resources, Inc..........4,944,859(13)         21.9%           -          -
___________________________
               

(1)  As of January 15, 1999 there were 100,000 shares of Preferred 
     Stock outstanding.  All shares of Preferred Stock are convertible 
     within 60 days from the Record Date.

                                 2

(2)  All of the shares of Common Stock beneficially owned by Mr. Barrow 
     represent shares that may be acquired within 60 days from the 
     Record Date upon the conversion of the Preferred Stock owned by 
     Mr. Barrow.  Mr. Barrow's address is P.O. Box 2588, Longview, 
     Texas  75606.

(3)  Mr. Goff shares voting and investment power with TJG Investments, 
     Inc. ("TJG") with respect to 1,255,000 shares, with Bargo Energy 
     Company ("Bargo Energy") with respect to 7,078,333 shares, and 
     jointly with Bargo Operating Company, Inc. ("Bargo Operating") and 
     Bargo Energy Resources, Ltd. ("Resources") with respect to 
     4,694,859 shares.  In addition Mr. Goff shares voting and 
     investment power jointly with Bargo Operating and Resources with 
     respect to a warrant to purchase 250,000 shares of Common Stock 
     which may be exercised within 60 days from the Record Date.  The 
     remaining shares represent shares which may be acquired upon 
     conversion of outstanding Preferred Stock within 60 days from the 
     Record Date.  Mr. Goff has sole voting and investment power with 
     respect to 8,406,666.67 shares of Common Stock which may be 
     acquired upon conversion of Preferred Stock and shares voting and 
     investment power with Bargo Operating with respect to 260,000 
     shares of Common Stock which may be acquired upon conversion of 
     Preferred Stock.

(4)  Includes 1,000 shares of Preferred Stock for which Mr. Goff shares 
     voting and investment power with Bargo Operating and 32,333.33 
     shares of Preferred Stock over which Mr. Goff has sole voting and 
     investment power.

(5)  According to a Schedule 13D/A filed by Energy Capital Investment 
     Co. PLC ("Energy PLC"), EnCap Equity 1994, L.P., ("EnCap") and 
     certain of their affiliates on September 4, 1998, Messrs. Petersen 
     and Philips are not deemed to have beneficial ownership of any of 
     the shares of Common Stock held by Energy PLC and EnCap.
     
(6)  Includes 587,720 shares of Common Stock that may be acquired 
     pursuant to employee stock options which may be exercised 
     immediately.  Also includes 63,131 shares of Common Stock, the 
     maximum number of shares which Mr. Price has the right to acquire 
     during the 60 days following the Record Date under an employment 
     agreement with Future.  Under this agreement, Mr. Price may elect 
     to receive all or a portion of his salary in shares of Common 
     Stock at a price per share of $0.33 per share until December 31, 
     1999.  From January 1, 1999 and until the employment agreement 
     terminates, the purchase price per share is the average midpoint 
     between the bid and asked price of the Common Stock on the OTC 
     Bulletin Board for the last five days of the calendar year prior 
     to the year the compensation is earned.  The 63,131 shares 
     included in the foregoing table represents the maximum number of 
     shares which Mr. Price could acquire during the 60-day period 
     following January 15, 1999 if he converted all of his salary into 
     shares of Common Stock.

(7)  The address of Energy Capital Investments Co. PLC and EnCap Equity 
     1994, L.P. is 1100 Louisiana, Suite 3150, Houston, Texas  77002.

(8)  TJG shares voting and investment power with respect to these 
     shares with Tim J. Goff.

(9)  Bargo Energy shares voting and investment power with respect to 
     these shares with Tim J. Goff.

(10) All of the shares of Common Stock beneficially owned by Mr. Sowell 
     represent shares that may be acquired within 60 days from the 
     Record Date upon the conversion of the Preferred Stock owned by 
     Mr. Sowell.  Mr. Sowell's address is 3131 McKinney Avenue, Suite 
     200, Dallas, Texas  75204.
     
(11) Bargo Operating shares voting and investment power with respect to 
     4,694,859 shares jointly with Tim J. Goff and Resources.  In 
     addition, Bargo Operating shares voting and investment power 
     jointly with Tim J. Goff and Resources with respect to a warrant 
     to purchase 250,000 shares of Common Stock which may be exercised 
     within 60 days from the Record Date.  Bargo Operating also shares 
     voting and investment power with Tim J. Goff with respect to 
     260,000 shares of Common Stock which may be acquired upon 
     conversion of Preferred Stock within 60 days from the Record Date.
     
(12) Bargo Operating shares voting and investment power with respect to 
     these shares with Tim J. Goff.

(13) Resources shares voting and investment power jointly with Tim J. 
     Goff and Bargo Operating with respect to 4,694,859 shares and a 
     warrant to purchase 250,000 shares of Common Stock which may be 
     exercised within 60 days from the Record Date.

CHANGE OF CONTROL

AUGUST TRANSACTION

     On August 14, 1998, Future closed an acquisition, effected by 
merger, of oil and gas properties from Resources for a purchase price of 
$5.8 million, 4.7 million shares of Common Stock and a warrant to 
purchase an additional 250,000 shares of Common Stock ("August 
Transaction").

                                 3

     In connection with the August Transaction, Energy Capital 
Investment Company PLC and EnCap Equity 1994, L.P. (Energy PLC and 
EnCap together are the "EnCap Entities") agreed to modify and extend 
their outstanding loans to Future in the amount of approximately $7.3 
million in exchange for 2.8 million shares of Common Stock. 

     Also in connection with the August Transaction, Resources, the 
EnCap Entities, Mr. B. Carl Price, Mr. Don Wm. Reynolds (Mr. Price and 
Mr. Reynolds together are the "Price Group") and Future entered into a 
Stockholders' Agreement whereby they agreed to cause the Board of 
Directors of Future to be composed of seven persons.  Each party further 
agreed to vote their shares of Common Stock in connection with the 
election of directors of the Company for two nominees of Resources, two 
nominees of the EnCap Entities and three nominees of the Price Group. In 
addition, the parties to the Stockholders' Agreement agreed that one of 
the nominees of Resources would be the Chairman of the Board of 
Directors of the Company.  Accordingly, Mr. Robert D. Price and Mr. D. 
William Reynolds, Jr. agreed to resign from Future's Board of Directors. 
Mr. Tim J. Goff, who was also appointed Chairman of the Board of Future, 
and Mr. Thomas D. Barrow were appointed to serve as Resources' nominees, 
and Mr. Gary R. Petersen and Mr. D. Martin Philips were appointed to 
serve as the EnCap Entities' nominees.  The effective date of such 
resignations and appointments was August 21, 1998. 

     Also pursuant to the August Transaction, the Company granted 
registration rights to Resources, the EnCap Entities, and the Price 
Group with respect to shares of Common Stock owned by them.  In 
addition, the By-Laws of the Company were amended to provide that, for 
so long as Resources is entitled to nominate one or more persons to the 
Board of Directors of the Company as provided in the Stockholders' 
Agreement, the Company cannot take certain actions without the approval 
of one of the directors nominated by Resources, including, without 
limitation, (i) incur or be liable for indebtedness other than 
indebtedness under the Company's credit facility with a commercial bank, 
obligations under operating leases entered into in the ordinary course 
of the Company's business, and purchase money indebtedness in an 
aggregate principal amount not to exceed $200,000 at any time; (ii) 
merge or consolidate with or into any other business entity; (iii) sell, 
transfer, lease, exchange, alienate or dispose of certain assets; (iv) 
make any expenditure or commitment or incur any obligation or enter into 
or engage in any transaction except in the ordinary course of business 
(which ordinary course of business includes the acquisition, directly or 
indirectly, of oil and gas properties); or (v) engage in any material 
transaction with any of its affiliates on terms which are less favorable 
to it than those which would have been obtainable at the time in arms-
length dealing with persons other than such affiliates.

     In connection with the August Transaction, Future entered into a 
$20 million credit agreement with Bank of America National Trust and 
Savings Association ("Bank of America") with a borrowing base initially 
set at $10.5 million. Pursuant to pledge agreements dated August 14, 
1998 ("August Pledge Agreements"), Resources, the EnCap Entities and the 
Price Group pledged their shares of Common Stock to secure Future's 
borrowings under the credit agreement.  If an event of default occurs 
under the credit agreement, the bank will have the right to vote all of 
the shares of Future subject to the August Pledge Agreements and, 
following foreclosure on the shares, will have the right to sell the 
shares as provided in the August Pledge Agreements and applicable law.

DECEMBER TRANSACTION

     The Company acquired as of December 15, 1998 substantially all of 
the assets and liabilities, including the going concern value, of 
Resources for $2 million and 100,000 shares of Preferred Stock. 
Resources immediately distributed the shares of Preferred Stock to its 
partners.  In addition, Future issued an aggregate of 8,333,333 shares 
of Common Stock to Bargo Energy and TJG in exchange for the cancellation 
of outstanding debt aggregating $4 million.  Bargo Energy and TJG are 
affiliates of Resources. 

     In connection with the December transaction, the Company, 
Resources, Bargo Energy, Bargo Operating, TJG, the Price Group and the 
EnCap Entities entered into an Amended and Restated Stockholders' 
Agreement whereby Resource's board representation was increased from two 
director nominees to four director nominees and the Price Group's board 
representation was decreased from three director nominees to one 
director nominee.

     All of the shares of Common Stock and Preferred Stock issued 
pursuant to the December Transaction as well as the shares of Common 
Stock issuable upon conversion of the Preferred Stock are subject to 
pledge agreements, each of which is dated December 15, 1998 ("December 
Pledge Agreements") between the stockholders and Bank of America.  The 
December Pledge Agreements secure Future's borrowings under its credit 
agreement with Bank of America.  If an event of default occurs under the 

                                   4

credit agreement, the bank will have the right to vote all of the shares 
of Future subject to the December Pledge Agreements and, following 
foreclosure on the shares, will have the right to sell the shares as 
provided in the December Pledge Agreements and applicable law.

     Also, in connection with the December transaction, the Company 
agreed to file a proxy statement or information statement with the 
Securities and Exchange Commission to change its name to Bargo Energy 
Company, reincorporate the Company in Texas and increase the number of 
shares of Common Stock Future is authorized to issue.

     As of the Record Date, Resources and its affiliates owned 
approximately 80.8% of the outstanding voting power of the Company, the 
Encap Entities owned approximately 9.7% of the outstanding voting power 
of the Company and the Price Group owned approximately 3.8% of the 
outstanding voting power of the Company. The parties to the Amended and 
Restated Stockholders' Agreement, voting together, have the ability to 
elect the entire board of directors of Future.  The provisions of the 
Amended and Restated Stockholders' Agreement relating to voting and 
transfer of Common Stock may be deemed to form a group composed of the 
parties to such Agreement.  If such parties were deemed to be a group, 
it would beneficially own more than 94.3% of the outstanding voting 
power of the Company.

POSSIBLE ISSUANCE OF ADDITIONAL EQUITY

     In December 1998, the Company entered into a term sheet with 
entities affiliated with the EnCap Entities and other institutional 
investors not affiliated with the EnCap Entities or the Company pursuant 
to which the investors would purchase $50 million of a new class of 
cumulative redeemable preferred stock of the Company, and would receive 
warrants to purchase 40% of the outstanding Common Stock on a fully 
diluted basis.  The term sheet is a non-binding expression of interest, 
and is not a commitment on the part of the investors or the Company.  
Among other things, the investment pursuant to the term sheet is subject 
to completion of due diligence by the investors and satisfactory 
documentation.  No assurances can be made that the investors will 
purchase preferred stock or any other security of the Company, or as to 
the final terms of any such investment.

     Subject to the foregoing, the term sheet provides that the 
preferred stock will have a dividend rate of 10% per annum which, at the 
Company's option, may be paid by issuing additional preferred stock.  If 
the Company continues to pay dividends in preferred stock after three 
years, the dividend rate increases to 15%.  In addition, if the ratio of 
the value of the Company's proved reserves to its indebtedness and 
preferred stock is less than 1.25 to 1.00, the dividend rate increases.

     The preferred stock must be redeemed by the Company seven years 
following issuance.  The preferred stock may be redeemed at the 
Company's option at any time prior to seven years.

     The investors will receive warrants to purchase 40% of the Common 
Stock of the Company for a nominal price.  If the preferred stock is 
redeemed prior to the second anniversary of issuance, 12.5% of the 
warrants terminate and may not be exercised.  Until the warrants are 
exercised, the holders of preferred stock will vote as a class with the 
Common Stock and will be entitled to a number of votes equal to the 
number of shares of Common Stock which may be purchased upon exercise of 
the warrants.

     Until the preferred stock is redeemed, the holders of the 
preferred stock and warrants will be entitled to elect six of the 
Company's nine Directors, two of which may be designated by the EnCap 
Entities.  Following the redemption of the preferred stock, the holders 
will be entitled to proportionate Board of Director representation based 
on the number of shares of Common Stock they are entitled to receive 
upon exercise of the warrants.

     The holders will receive demand and piggy back registration 
rights.  They will also be paid a facilities fee of 3% of the amount of 
their investment.  The term sheet currently provides that 20% of the 
investment is allocated to the EnCap Entities affiliates.

                          THE CONSENT ACTIONS

     By this Information Statement, the Company is providing the 
stockholders with the required notice of the following corporate actions 
that were approved and adopted by the Consenting Stockholders in the 
Written Consent:

     1.     The reincorporation of the Company as a Texas corporation.

                                   5

     2.     A change to the Company's Articles of Incorporation 
            increasing the number of authorized capital stock to 125 
            million shares, of which 120 million shares will be Common 
            Stock and 5 million will be preferred stock.

     3.     The change of the Company's name to Bargo Energy Company.

     The reincorporation, increase in number of authorized shares of 
capital stock and name change are collectively referred to herein as the 
"Consent Actions."

                        CONSENT ACTION NO. 1

                  APPROVAL OF A CHANGE IN THE COMPANY'S 
               STATE OF INCORPORATION FROM UTAH TO TEXAS

GENERAL

     The Consenting Stockholders, pursuant to the Written Consent, and 
the Board of Directors of the Company have approved a proposal to change 
the Company's state of incorporation from Utah to Texas.  This 
reincorporation will be accomplished by the merger (the "Merger") of the 
Company into a wholly-owned Texas subsidiary of the Company ("Future-
Texas").  The Texas subsidiary, Future-Texas, will have the name Bargo 
Energy Company.  See "Consent Action No. 3 - Change of the Company's 
Name to Bargo Energy Company."  Future-Texas was recently formed to 
effect the Merger and has no other business or assets.  The principal 
executive offices of Future-Texas are located at 700 Louisiana, Suite 
3700, Houston, Texas  77002.

     The Merger will be effected pursuant to a merger agreement entered 
into among the Company and Future-Texas (the "Merger Agreement") a form 
of which is attached hereto as Exhibit II.  The Merger Agreement 
provides that, when the Merger becomes effective, the Company will be 
merged with Future-Texas and Future-Texas will be the surviving 
corporation.  The principal effect of the Merger will be to change the 
law applicable to the Company's corporate affairs from the Utah Act to 
the Texas Business Corporations Act ("TBCA").  The Merger will become 
effective upon the filing of the requisite merger documents in Utah and 
Texas (the "Effective Time"), which filings are expected to be on the 
Consent Effective Date.  Each share of Common Stock outstanding at the 
Effective Time will be converted into one share of common stock, $.01 
par value, of Future-Texas ("New Common Stock") and each share of 
Preferred Stock outstanding at the Effective Time will be converted into 
one share of preferred stock, $.01 par value, of Future-Texas ("New 
Preferred Stock").  The description of the Merger contained herein is 
qualified in its entirety by reference to the Merger Agreement.

     The same persons who are directors and officers of the Company are 
the directors and officers of Future-Texas.  No change in the present 
business of the Company is contemplated, except as new developments and 
opportunities may occur.  By operation of law, at the Effective Time, 
all assets, property, rights, liabilities and obligations of the Company 
will be transferred to and assumed by Future-Texas.  Management believes 
that there will be no adverse tax consequences to stockholders of the 
Company as a result of the Merger.  The New Common Stock will be traded 
on the OTC Bulletin Board, and Future-Texas will change the symbol under 
which it will be traded to reflect its new name.

     The consent of holders of at least a majority of all outstanding 
shares of the Company's Common Stock entitled to vote as of the Record 
Date was required for the adoption of the Merger.  The Merger Agreement 
provides that the Board of Directors has the right to terminate the 
Merger Agreement and abandon the Merger for any reason, notwithstanding 
stockholder approval.  The Company intends to proceed with the Merger 
and the authorized capital of Future-Texas will consist of 120,000,000 
shares of New Common Stock and 5,000,000 shares of New Preferred Stock.

     There are certain differences between the Articles of 
Incorporation and the By-Laws of the Company and the Articles of 
Incorporation and By-Laws of Future-Texas, as well as differences in the 
corporate law of the states of Utah and Texas, which will affect the 
Company and its stockholders.  See "--Significant Differences in 
Corporate Law of Utah and Texas" and "--Certain Differences Between the 
Articles of Incorporation and Bylaws of the Company and Future-Texas."

     Stockholders of the Company shall, subject to and by complying 
with Part 13 of the Utah Act, have the right to object to the Merger, 
which will result in the right to receive payment for the fair value of 
their shares and the other rights and benefits provided by the Utah Act.  
See "--Rights of Stockholders to Dissent."

                                   6

ACCOUNTING TREATMENT

     The Merger will be accounted for at historical costs as a 
reorganization of entities under common control.

REASONS FOR THE MERGER

     The Board of Directors of the Company believes that the best 
interest of the Company and its stockholders will be served by 
reincorporating in Texas.  The Company's principal executive offices are 
located in Texas and the Company does not have any office or any 
material portion of its business in Utah.  The Company believes that the 
ongoing operations and business of the Company can be carried on to 
better advantage if the Company is incorporated under the laws of Texas.  

CERTIFICATE OF INCORPORATION AND BY-LAWS

     The internal affairs of Future-Texas will be governed by its 
Articles of Incorporation and By-Laws.  The Articles of Incorporation 
and the Bylaws of Future-Texas are substantially identical to the 
Articles of Incorporation and Bylaws of Future.  Particularly, the 
provisions of the Articles of Incorporation of Future-Texas relating to 
the authorized number and classes of stock and the characteristics 
thereof and the management of the affairs of Future-Texas are 
substantially identical to the corresponding provisions currently 
contained in the Articles of Incorporation of the Company.  The Articles 
of Incorporation and Bylaws of Future-Texas are attached hereto as 
Exhibits III and IV, respectively.  All descriptions herein concerning 
such documents are qualified in their entirety by reference to such 
documents.

PROCEDURE TO EXCHANGE CERTIFICATES 

     At the Effective Time, each outstanding share of the Company's 
Common Stock, other than Common Stock as to which dissenter's rights 
have been properly asserted, will be converted into one share of New 
Common Stock and each share of the Company's Preferred Stock will be 
converted into one share of New Preferred Stock.  Such conversion of 
shares will not result in any change in the present ownership of shares 
of stock of the Company.  Outstanding stock certificates of Future will 
automatically be deemed to represent the same number of shares of 
Future-Texas as represented by the Future certificates prior to the 
Merger.  All certificates of such Future shares, by virtue of the Merger 
and without any action on the part of the holders thereof, shall be 
deemed to represent a number of Future-Texas shares in an amount equal 
to the number of Future shares represented by the certificate 
immediately prior to the Effective Time, and each holder of a 
certificate representing any such Future shares shall thereafter have 
all of the rights and privileges of a holder of Future-Texas shares.  

     STOCKHOLDERS OF FUTURE-TEXAS WILL NOT BE REQUIRED TO EXCHANGE 
THEIR FUTURE STOCK CERTIFICATES FOR FUTURE-TEXAS STOCK CERTIFICATES.  

     Following the Merger, previously outstanding Future stock 
certificates may be delivered, in effecting sales, through a broker or 
otherwise, of shares of Future-Texas.  

RIGHTS OF STOCKHOLDERS TO DISSENT

     Since the proposed reincorporation will be conducted through a 
merger, under Utah law, stockholders of the Company will have the right 
under Part 13 of the Utah Act to dissent from the Merger and receive the 
fair market value of their shares in cash.  In the event that a 
significant number of stockholders dissent or if the Company is required 
to commence a judicial or other proceeding to determine the fair value 
of a dissenter's shares, the Board of Directors may exercise its right 
in the Merger Agreement to terminate the Merger Agreement and abandon 
the Merger.

     Under Utah law, a holder of the Company's Common Stock or 
Preferred Stock who desires to dissent from the proposed Merger must not 
consent to the Merger.  This Information Statement is accompanied by the 
Dissenters' Notice required by Section 16-10a-1322 of the Utah Act that 
must be sent to those stockholders who did not consent to the Merger.  
The Merger was authorized on _____________, 1999, by the Written Consent 
which will become effective on the Consent Effective Date.

     Stockholders who are given the Dissenter's Notice, who have not 
consented to the Merger and who wish to assert dissenters' rights must, 
by _________, 1999, and in accordance with the terms of the Dissenters' 

                                   7

Notice, cause the Company to receive a payment demand and submit the 
certificates representing their shares to the Company's transfer agent 
(the "Transfer Agent"), as directed in the Dissenters' Notice.  A 
stockholder giving such demand, who did not consent to the Merger, shall 
be entitled, if and when the Merger is effected, to be paid by the 
Company the fair value of his or her shares.

     Upon the later of the Effective Time and receipt by the Company of 
each payment demand, the Company shall pay the fair value (as determined 
by the Company) of the dissenter's shares, plus interest, to each 
dissenter who has timely deposited his or her certificates.  If the 
dissenter is dissatisfied with the payment, the dissenter may, within 30 
days after the Company made payment for his or her shares, notify the 
Company in writing of his or her own estimate of the fair value of his 
or her shares and demand payment of the estimated amount, plus interest, 
less the payment already made (a "Second Demand").  The dissenter may 
also deliver such notice to the Company if the Company fails to make 
payment within 60 days after the deadline to receive payment demands or 
if the Merger is not consummated by the Company and the Company fails to 
return the dissenter's deposited certificates.  If a Second Demand for 
payment remains unresolved, the Company must commence a proceeding 
within 60 days after receiving the dissenter's Second Demand to petition 
the district court in the county where the Company's registered office 
in Utah is located to determine the fair value of the shares, including 
interest.  If the Company does not commence such a proceeding within the 
60-day period, it must pay each dissenter whose Second Demand remains 
unresolved the amount demanded.

     The above summary with respect to the rights of the Company and 
the stockholders to object and demand payment for their shares does not 
purport to be complete and is qualified in its entirety by reference to 
the provisions of Part 13 of the Utah Act, a copy of which is attached 
hereto as Exhibit 1.

FAILURE TO COMPLY WITH ANY OF THE PROCEDURAL REQUIREMENTS OF PART 13 OF 
THE UTAH ACT MAY RESULT IN A TERMINATION OR WAIVER OF DISSENTERS' RIGHTS 
UNDER PART 13.

SIGNIFICANT DIFFERENCES IN CORPORATE LAW OF UTAH AND TEXAS

     There are a number of differences between the Utah Act and the 
TBCA.  Although no attempt has been made to summarize all differences in 
the corporate laws of such states, the following is a summary of certain 
differences in the corporate laws of Utah and Texas which could affect 
stockholders.

APPRAISAL RIGHTS

     Under both Utah and Texas law, stockholders are entitled to 
appraisal rights in the event of a merger or a sale, lease, exchange or 
other disposition of all or substantially all of the property and assets 
of the corporation requiring stockholder approval or in the event of a 
share exchange in which the corporation's shares are acquired.  Utah law 
also grants appraisal rights if the corporation is entitled to vote with 
respect to a sale, lease, exchange or other disposition of all, or 
substantially all of the assets of an entity controlled by the 
corporation if the shares or other interests the corporation holds in 
the controlled entity constitute all or substantially all of the 
property of the corporation.  Utah law denies stockholders appraisal 
rights in the event of a sale of all or substantially all of the assets 
of a corporation if it is for cash and pursuant to a plan by which all 
or substantially all of the net proceeds of the sale will be distributed 
to the stockholders within one year after the date of sale.

     Utah and Texas law both deny stockholder appraisal rights if the 
corporation's shares are listed on a national securities exchange or 
held of record by 2,000 stockholders and the stockholder will receive 
shares that meet similar requirements.  In both Utah and Texas, the 
consideration received may include cash if it is being paid in lieu of 
fractional shares.  Under Texas law, appraisal rights are also denied if 
the stockholder's stock and the stock to be received is listed on the 
Nasdaq Stock Market or designated as a national market security on an 
interdealer quotation system by the National Association of Securities 
Dealers, Inc.  Utah differs slightly in that it denies appraisal rights 
if the stockholder's stock and the stock to be received is listed on the 
National Market System of the National Association of Securities Dealers 
Automated Quotation System.

DIVIDENDS

     Utah law prohibits the distribution of dividends if, after a 
distribution is given effect, (i) the corporation would not be able to 
pay its debts as they become due in the usual course of business or (ii) 

                                  8

if the corporation's total assets would be less than the sum of its 
total liabilities plus the amount that would be needed, if the 
corporation were to be dissolved at the time of the distribution, to 
satisfy the preferential rights upon dissolution of stockholders whose 
preferential rights are superior to those receiving the distribution.

     Under Texas law, a corporation may make a distribution, subject to 
restrictions in its charter, if it does not render the corporation 
unable to pay its debts as they become due in the course of its 
business, and if it does not exceed the corporation's surplus.  Surplus 
is defined under Texas law as the excess of net assets (essentially, the 
amount by which total assets exceed total debts) over stated capital 
(essentially, the aggregate par value of the issued shares having a par 
value plus consideration paid for shares without par value that have 
been issued), as such stated capital may be adjusted by the board.  This 
limitation does not apply to distributions involving a purchase or 
redemption of shares to eliminate fractional shares, collect 
indebtedness, pay dissenting stockholders or redeem shares if net assets 
equal or exceed the proposed distribution.

RESTRICTIONS ON CONTROLLING STOCKHOLDERS

     The Utah Control Share Acquisitions Act (the "Acquisitions Act") 
requires persons who acquire more than 20% of the voting power of a 
public corporation to obtain the approval of a majority of all 
stockholders who do not hold interested shares in order to retain the 
voting rights of their control shares unless the control shares were 
acquired in a transaction that does not constitute a control share 
acquisition.  The Company has elected in its Articles of Incorporation 
not to be subject to the Acquisitions Act.  

     The Texas Business Combination Law (the "Combination Law") 
prevents the beneficial owner of 20% or more of the voting shares of a 
corporation from engaging in certain business combinations for a period 
of three years after becoming a 20% beneficial owner unless the 
transaction is approved by the board of directors or shareholders as 
provided in the Combination Law.  In its initial Articles of 
Incorporation, Future-Texas elects not to be subject to the Combination 
law.  

RIGHT TO VOTE ON CERTAIN MERGERS AND OTHER CORPORATE MATTERS

     Unless the articles of incorporation provide otherwise, approval 
of the holders of at least two-thirds of all outstanding shares entitled 
to vote is required by Texas law to approve a merger, while under Utah 
law approval by the holders of a majority of all votes entitled to be 
cast is required to approve a merger, unless the certificate of 
incorporation provides otherwise.  The Articles of Incorporation of 
Future-Texas provide that approval of only a majority of the shares 
entitled to vote is necessary to approve a merger.

     The sale, lease, exchange or other disposition of all, or 
substantially all, of the property and assets of a Utah corporation, if 
not made in the usual and regular course of its business, requires the 
approval of at least a majority of the votes entitled to be cast.  Under 
Texas law, the sale, lease, exchange or other disposition of all, or 
substantially all, of the property and assets of a corporation, if not 
made in the usual and regular course of its business, requires the 
approval of the holders of at least two-thirds of the outstanding shares 
of the corporation, unless the articles of incorporation provide 
otherwise.  The Articles of Incorporation of Future-Texas provide that 
the approval of only a majority the shares entitled to vote is necessary 
to approve a sale, lease, exchange or other disposition of all or 
substantially all of the property and assets of the corporation when not 
made in the usual and regular course of business.

     Under Utah law, an amendment to a corporation's articles of 
incorporation requires the approval of a majority of the votes entitled 
to be cast on the amendment.  In addition, Utah law requires the 
approval of a majority of the votes entitled to be cast on the amendment 
by certain affected voting groups.  Under Texas law, an amendment to the 
articles of incorporation requires the approval of the holders of at 
least two-thirds of the outstanding shares of the corporation and any 
class entitled to vote thereon, unless a different amount, which may not 
be less than a majority, is specified in the articles of incorporation.  
The Articles of Incorporation of Future-Texas provide that the approval 
of only a majority of the shares entitled to vote is necessary to amend 
its Articles of Incorporation.

     Under Utah law, the approval of a majority of the votes entitled 
to be cast is necessary to dissolve a corporation.  Texas law requires 
the approval of the holders of at least two-thirds of the outstanding 
shares to approve a dissolution, unless a different amount is specified 
in the articles of incorporation.  The Articles of Incorporation of 
Future-Texas provide that the approval of only a majority of the shares 
entitled to vote is necessary to dissolve the corporation.

                                   9

QUORUM AND VOTING REQUIREMENTS

     Under Utah law, stockholders do not have the right to cumulate 
their votes in the election of directors unless the articles of 
incorporation grant this right.  Under Texas law, stockholders have the 
right to cumulate their votes in the election of directors unless the 
articles of incorporation provide otherwise.  The Company's Articles of 
Incorporation do not grant and Future-Texas' Articles of Incorporation 
will deny stockholders the right to cumulate their votes in the election 
of directors.

     Under Texas law, a majority of the shares present at a meeting of 
stockholders at which a quorum is not present may adjourn the meeting 
until such time and to such places as determined by a majority of the 
shares present at the meeting.  Utah law does not contain a similar 
provision allowing a meeting to be adjourned when a quorum is not 
present.  The Bylaws of Future-Texas state that no further notice of the 
adjourned meeting need be given.  Under Utah law, notice of the 
adjourned meeting must be given if the meeting is adjourned for more 
than 30 days or a new record date is fixed.

INSPECTION OF RECORDS

     Under Utah law, upon providing the corporation with at least five 
business days notice, stockholders and directors are entitled to inspect 
and copy the corporation's articles, bylaws, all minutes of stockholder 
meetings and records of stockholder action taken without a meeting for 
the past three years, all written communications with stockholders for 
the past three years, a list of the names and business addresses of the 
corporation's officers and directors, the corporation's most recent 
annual report delivered to the Utah Division of Corporations and 
Commercial Code, and all financial statements for periods ending during 
the last three years.  In addition, stockholders and directors may, upon 
the making of a demand that is given with at least five business days 
notice, is made in good faith and for a proper purpose, describes the 
purpose of the inspection and the records to be inspected and is for 
records directly connected with the purpose, inspect the following books 
and records: minutes of any meeting or records of any action taken by 
the stockholders (for a meeting or action not occurring within the past 
three years), the board of directors or a committee of the board of 
directors, waiver of notices of any meeting of the stockholders, board 
of directors or committee of the board of directors, accounting records 
of the corporation and a list of the corporations stockholders.

     Texas law allows a corporation's directors to inspect any of the 
corporation's books and records for any purpose reasonably related to 
the director's service as a director.  A stockholder may, under Texas 
law, inspect the corporation's books and records upon a written demand 
if he has been a stockholder for at least six months or is the holder of 
at least five per cent of all of the corporation's outstanding shares.  
Upon a written request, a Texas corporation must provide any stockholder 
its annual statements for its last fiscal year and most recent interim 
statements, if any, which have been filed in a public record or 
otherwise published.

SPECIAL MEETINGS

     Both Utah and Texas law authorize the board of directors, holders 
of at least 10% of the shares entitled to vote and other persons 
authorized by the bylaws to call a special meeting of shareholders.  
Under Texas law the president of the corporation is also given the right 
to call a special meeting of shareholders.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Utah and Texas law have different provisions and limitations 
regarding indemnification by a corporation of its officers, directors, 
employees and agents.  After the Merger, the indemnification provisions 
of Texas law will not apply to any act or omission that occurs before 
the Effective Date.  The following is a summary comparison of some of 
the differences in indemnification provisions of Utah and Texas law.

     SCOPE.  Under both Utah and Texas law, a corporation is permitted 
to provide indemnification or advancement of expenses against judgments, 
penalties, fines, settlements and reasonable expenses if the person 
acted in good faith, with the reasonable belief that his conduct was at 
least not opposed to the best interests of the corporation, and in the 
case of a criminal proceeding, had no reasonable cause to believe his 
conduct was unlawful.  In addition, Texas law requires a person acting 
in his official capacity to have reasonably believed his conduct was in 
the corporation's best interests in order for him to be eligible for 
indemnification.  If the person is found liable to the corporation, or 
if the person is found liable on the basis that he received an improper 

                                   10

personal benefit, no indemnification is available under Utah law and 
indemnification under Texas law is limited to the reimbursement of 
reasonable expenses.  No indemnification is available under Texas law if 
the person is found liable for willful or intentional misconduct.

     INSURANCE.  Utah and Texas law both allow a corporation to 
purchase and maintain insurance on behalf of any person who is or was a 
director, officer, employee or agent of the corporation or any person 
who is or was serving at the request of the corporation as a director, 
officer, employee or agent of another corporation or enterprise against 
any liability asserted against such person and incurred by such person 
in such a capacity or arising out of his status as such a person, 
whether or not the corporation would otherwise have the power to 
indemnify him against that liability.  Under Texas law, a corporation 
may also establish and maintain arrangements, other than insurance, to 
protect these individuals, including a trust fund or surety arrangement.

     STOCKHOLDER REPORT.  Texas law requires a written report to the 
stockholders upon indemnification or advancement of expense.  Utah does 
not require such a report.

LIMITED LIABILITY OF DIRECTORS

     Both Utah and Texas law permit a corporation to eliminate in its 
charter all monetary liability of a director to the corporation or its 
stockholders for conduct in the performance of such director's duties.  
However, Utah law does not permit the limitation of liability for: (i) 
the amount of financial benefit received by a director to which he is 
not entitled; (ii) an intentional infliction of harm on the corporation 
or the stockholders; (iii) an unlawful distribution; or (iv) an 
intentional violation of criminal law.  Texas law does not permit any 
limitation of the liability of a director for:  (i) breaching the duty 
of loyalty to the corporation or its stockholders; (ii) failing to act 
in good faith; (iii) engaging in intentional misconduct or a known 
violation of law; (iv) engaging in a transaction from which the director 
obtains an improper benefit; or (v) violating applicable statutes which 
expressly provide for the liability of a director.  Accordingly, because 
the standards are different, certain actions of a director could result 
in monetary liability of a director to the corporation in Utah but not 
in Texas and vice-versa.

PROCEDURES FOR FILLING VACANT DIRECTORSHIPS

     Under both Utah and Texas law, any vacancy occurring in the board 
of directors may be filled by the stockholders or by the affirmative 
vote of a majority of the remaining directors, although less than a 
quorum.  Under both Utah and Texas law a directorship to be filled by 
reason of an increase in the number of directors that is filled by the 
board of directors is for a term of office continuing only until the 
next election of one or more directors by the stockholders.  However, 
under Texas law, the board of directors may not fill more than two such 
directorships caused by an increase in the number of directors during 
the period between any two successive annual meetings of stockholders.

BYLAW AMENDMENTS

     Under both Utah and Texas law, the board of directors may amend, 
repeal or adopt a corporation's bylaws unless the articles of 
incorporation reserve this power exclusively to the stockholders.  Under 
Texas law, in amending, repealing or adopting a particular bylaw, the 
stockholders may expressly provide that the board of directors will not 
amend or repeal that bylaw.  Under Utah law, if stockholders fix a 
greater quorum or voting requirement for a bylaw provision, the bylaw 
provision fixing the greater quorum or voting requirement may not be 
amended or repealed by the board of directors.  The Articles of 
Incorporation of the Company do not and the Articles of Incorporation of 
Future-Texas will not restrict the ability of the Board of Directors to 
amend, repeal or adopt bylaws.

CERTAIN DIFFERENCES BETWEEN THE ARTICLES OF INCORPORATION AND BYLAWS OF 
THE COMPANY AND FUTURE-TEXAS

     The Articles of Incorporation and Bylaws of Future-Texas differ in 
certain respects from the Company's Articles of Incorporation and 
Bylaws.  These differences are primarily attributable to the differences 
in the Utah Act and the TBCA.  See "-Significant Differences in 
Corporate Law of Utah and Texas" The Articles of Incorporation and 
Bylaws of Future-Texas are attached hereto as Exhibit III & IV, 
respectively.  

                                   11

FEDERAL INCOME TAX CONSEQUENCES

     The Company believes the Merger will be a non-taxable transaction 
for federal income tax purposes.  This means, among other things that:

          (i)     Holders of the Company's Common Stock and Preferred Stock 
     will not recognize any gain or loss on the conversion of their 
     shares of Company Common Stock into shares of Future-Texas Common 
     Stock and Future-Texas Preferred Stock, respectively.

          (ii)     A stockholder's tax basis in the shares of Future-Texas 
     Common Stock and Future-Texas Preferred Stock received in the Merger 
     will be the same as the stockholder's tax basis in his shares of the 
     Company's Common Stock and Preferred Stock, respectively.

          (iii)     A stockholder's holding period for shares of Future-Texas 
     Common Stock and Future-Texas Preferred Stock received in the Merger 
     will include the holding period for his shares of the Company's 
     Common Stock and Preferred Stock, respectively, provided such 
     Company Common Stock and Preferred Stock was held as a capital asset 
     on the effective date of the Merger.

          (iv)     Future-Texas will not recognize gain or loss from the 
     issuance of its stock pursuant to the Merger.

     The above summary of the tax effects of the Merger relates only to 
federal income tax consequences.  Stockholders are advised to consult 
their own tax advisors with regard to tax consequences of the Merger 
under other jurisdictions.

                       CONSENT ACTION NO. 2

       INCREASE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK

     Article III of the Company's Articles of Incorporation currently 
authorizes the Company to issue up to 30,000,000 shares of Common Stock 
and 200,000 shares of preferred stock.  The Articles of Incorporation of 
Future-Texas provide for 125 million shares of capital stock, of which 
120 million are common stock and 5 million are preferred stock.  All 
newly authorized shares will have the same rights as the presently 
authorized shares, including the right to cast one vote for each share 
held of record on all matters submitted to a vote of stockholders and, 
subject to the rights of the holders of preferred stock, to participate 
in dividends when and to the extent declared and paid.  Holders of 
Common Stock do not have preemptive rights and are not entitled to 
cumulate votes for the election of directors.  

     Adoption of the increase in authorized Common Stock will be 
effected automatically as part of the reincorporation Merger.  Under 
Utah law, the amendment to the articles of incorporation required the 
consent of at least a majority of the issued and outstanding shares of 
Common Stock and, on an as converted basis, the Preferred Stock, voting 
together as a single class.  The Articles of Incorporation of Future-
Texas, attached hereto as Exhibit III, provide that Future-Texas shall 
be authorized to issue 120 million shares of common stock and 5 million 
shares of preferred stock.  Accordingly, the increase in authorized 
capital stock will become effective at the Effective Time of the Merger.  
See "Consent Action No. 1-Approval of Change in the Company's State of 
Incorporation from Utah to Texas."

     At the close of business on the Record Date, the Company had 
22,326,066 shares of Common Stock outstanding, 26,000,000 shares 
reserved for issuance upon conversion of the Preferred Stock and 
approximately 1,012,844 shares reserved for issuance pursuant to stock 
options granted to employees and warrants.  The holders of the 
outstanding Preferred Stock have agreed not to convert the outstanding 
Preferred Stock into Common Stock owned by them until the Company causes 
the increase in the number of authorized shares.

     In the event that the Board of Directors elects to exercise its 
right in the Merger Agreement to terminate the Merger Agreement and 
abandon the Merger, the authorized capital of the Company will be 
increased by filing an Article of Amendment to the Company's Articles of 
Incorporation with the Utah Division of Corporations and Commercial 
Code.  If the Merger is abandoned, the first sentence of Article III of 
the Articles of Incorporation of the Company, will be amended to read as 
follows:

            "The Corporation shall have the authority to issue 
            125,000,000 shares, of which 5,000,000 shares shall be 
            preferred stock, $.01 par value ("Preferred Stock"), and 
            120,000,000 shares shall be common stock, $.01 par value 
            ("Common Stock")."

                                  12

     The Board of Directors of the Company believes the increase in the 
authorized shares of capital stock is in the best interests of the 
Company and its stockholders.  In addition to providing the requisite 
number of shares of Common Stock for issuance upon conversion or 
exercise of currently outstanding derivative securities, the increase 
will provide the Company with needed flexibility to act with respect to 
possible future financings, investment opportunities, acquisitions, 
stock dividends, stock issuances under employee stock option grants and 
for other corporate purposes without the delay and expense involved in 
obtaining stockholder approval each time an event requiring the issuance 
of shares may arise.

     Other than fulfilling the Company's obligations to issue stock 
pursuant to the conversion of the Preferred Stock and exercise of 
outstanding options and warrants, the Company is not currently obligated 
to issue any additional shares of Common Stock.  As described under 
"Security Ownership-Possible Issuance of Additional Equity," the 
Company is currently negotiating to issue additional equity to a group 
of institutional investors.  The Company's issuance of additional shares 
of Common Stock may dilute the equity ownership position of current 
holders of Common Stock.  The Company's Board of Directors generally may 
issue the additional authorized shares of Common Stock without further 
stockholder approval.  In some instances, stockholder approval for the 
issuance of additional shares may be required by law or by any exchange 
on which the Company's securities may be listed.  

     The availability of authorized but unissued shares of Common Stock 
might be deemed to have the effect of preventing or discouraging an 
attempt by another person to obtain control of the Company, because the 
additional shares could be issued by the Board of Directors, which could 
dilute the stock ownership of such person.  Other than as described 
herein, the Company has no plans for such issuances and the increase in 
authorized Common Stock is not being made in response to any known 
effort to acquire control of the Company.

                    CONSENT ACTION NO. 3

     CHANGE OF THE COMPANY'S NAME TO BARGO ENERGY COMPANY

     The Board of Directors of Future believes that changing the 
Company's name to Bargo Energy Company is in the best interest of the 
Company and its stockholders.  The name "Bargo Energy Company" has name 
recognition more associated with the Company's current management, most 
of whom are former employees of Bargo Energy Resources, Ltd. and its 
affiliates.

     Adoption of the name change required the consent of at least a 
majority of the issued and outstanding shares of Common Stock and, on an 
as converted basis, the Preferred Stock, voting together as a single 
class.  The Articles of Incorporation of Future-Texas, attached hereto 
as Exhibit III, will provide that the name of the surviving corporation 
in the Merger shall be "Bargo Energy Company."  Accordingly, the name 
change will become effective at the Effective Time of the Merger.  See 
"Consent Action No. 1-Approval of a Change in the Company's State of 
Incorporation from Utah to Texas." 

     In the event that the Board of Directors elects to exercise its 
right in the Merger Agreement to terminate the Merger Agreement and 
abandon the Merger, the name of the Company will be changed to Bargo 
Energy Company by filing an Article of Amendment to the Company's 
Articles of Incorporation with the Utah Division of Corporations and 
Commercial Code.  In the event that an Article of Amendment is filed to 
change the Company's name, the symbol under which the Company's Common 
Stock is traded on the OTC Bulletin Board will be changed to reflect the 
Company's new name.  If the Merger is abandoned, the text of Article I 
of the Articles of Incorporation of the Company, will be amended to read 
as follows:

          "The name of the Corporation is Bargo Energy Company.

                                  13



                         LIST OF EXHIBITS



Exhibit I     Utah Revised Business Corporation Act, Part 13

Exhibit II    Merger Agreement

Exhibit III   Articles of Incorporation of Future-Texas

Exhibit IV    Bylaws of Future-Texas

                                14


                                EXHIBIT I

                    UTAH REVISED BUSINESS CORPORATION ACT

                      PART 13.  DISSENTERS' RIGHTS

16-10a-1301 DEFINITIONS.  -- For purposes of Part 13:
     (1)     "Beneficial shareholder" means the person who is a beneficial 
owner of shares held in a voting trust or by a nominee as the record 
shareholder.
     (2)     "Corporation" means the issuer of the shares held by a 
dissenter before the corporate action, or the surviving or acquiring 
corporation by merger or share exchange of that issuer.
     (3)     "Dissenter" means a shareholder who is entitled to dissent 
from corporate action under Section 16-10a-1302 and who exercises that 
right when and in the manner required by Sections 16-10a-1320 through 
16-10a-1328.
     (4)     "Fair value" with respect to a dissenter's shares, means the 
value of the shares immediately before the effectuation of the corporate 
action to which the dissenter objects, excluding any appreciation or 
depreciation in anticipation of the corporate action.
     (5)     "Interest" means interest from the effective date of the 
corporate action until the date of payment, at the statutory rate set 
forth in Section 15-1-1, compounded annually.
     (6)     "Record shareholder" means the person in whose name shares 
are registered in the records of a corporation or the beneficial owner 
of shares that are registered in the name of a nominee to the extent the 
beneficial owner is recognized by the corporation as the shareholder as 
provided in Section 16-10a-723.
     (7)     "Shareholder" means the record shareholder or the beneficial 
shareholder.

16-10a-1302 RIGHT TO DISSENT. -- (1)  A shareholder, whether or not 
entitled to vote, is entitled to dissent from, and obtain payment of the 
fair value of shares held by him in the event of, any of the following 
corporate actions:
     (a)     consummation of a plan of merger to which the 
corporation is a party if:
     (i)     shareholder approval is required for the merger by 
Section 16-10a-1103 or the articles of incorporation; or
     (ii)     the corporation is a subsidiary that is merged with its 
parent under Section 16-10a-1104;
     (b)     consummation of a plan of share exchange to which the 
corporation is a party as the corporation whose shares will be 
acquired;
     (c)     consummation of a sale, lease, exchange, or other 
disposition of all, or substantially all, of the property of the 
corporation for which a shareholder vote is required under 
Subsection 16-10a-1202(1), but not including a sale for cash 
pursuant to a plan by which all or substantially all of the net 
proceeds of the sale will be distributed to the shareholders 
within one year after the date of sale; and
     (d)     consummation of a sale, lease, exchange, or other 
disposition of all, or substantially all, of the property of an 
entity controlled by the corporation if the shareholders of the 
corporation were entitled to vote upon the consent of the 
corporation to the disposition pursuant to Subsection 16-10a-
1202(2).
     (2)     A shareholder is entitled to dissent and obtain payment of 
the fair value of his shares in the event of any other corporate action 
to the extent the articles of incorporation, bylaws, or a resolution of 
the board of directors so provides.
     (3)     Notwithstanding the other provisions of this part, except to 
the extent otherwise provided in the articles of incorporation, bylaws, 
or a resolution of the board of directors, and subject to the 

                   

limitations set forth in Subsection (4), a shareholder is not entitled 
to dissent and obtain payment under Subsection (1) of the fair value of 
the shares of any class or series of shares which either were listed on 
a national securities exchange registered under the federal Securities 
Exchange Act of 1934, as amended, or on the National Market System of 
the National Association of Securities Dealers Automated Quotation 
System, or were held of record by more than 2,000 shareholders, at the 
time of:
     (a)     the record date fixed under Section 16-10a-707 to 
determine the shareholders entitled to receive notice of the 
shareholders' meeting at which the corporate action is submitted 
to a vote;
     (b)     the record date fixed under Section 16-10a-704 to 
determine shareholders entitled to sign writings consenting to the 
proposed corporate action; or
     (c)     the effective date of the corporate action if the 
corporate action is authorized other than by a vote of 
shareholders.
     (4)     The limitation set forth in Subsection (3) does not apply if 
the shareholder will receive for his shares, pursuant to the corporate 
action, anything except:
     (a)     shares of the corporation surviving the consummation of 
the plan of merger or share exchange;
     (b)     shares of a corporation which at the effective date of 
the plan of merger or share exchange either will be listed on a 
national securities exchange registered under the federal 
Securities Exchange Act of 1934, as amended, or on the National 
Market System of the National Association of Securities Dealers 
Automated Quotation System, or will be held of record by more than 
2,000 shareholders;
     (c)     cash in lieu of fractional shares; or
     (d)     any combination of the shares described in Subsection 
     (4), or cash in lieu of fractional shares.
     (5)     A shareholder entitled to dissent and obtain payment for his 
shares under this part may not challenge the corporate action creating 
the entitlement unless the action is unlawful or fraudulent with respect 
to him or to the corporation.

16-10a-1303     DISSENT BY NOMINEES AND BENEFICIAL OWNERS. --(1)  A record 
shareholder may assert dissenters' rights as to fewer than all the 
shares registered in his name only if the shareholder dissents with 
respect to all shares beneficially owned by any one person and causes 
the corporation to receive written notice which states the dissent and 
the name and address of each person on whose behalf dissenters' rights 
are being asserted.  The rights of a partial dissenter under this 
subsection are determined as if the shares as to which the shareholder 
dissents and the other shares held of record by him were registered in 
the names of different shareholders.
     (2)     A beneficial shareholder may assert dissenters' rights as to 
shares held on his behalf only if:
     (a)     the beneficial shareholder causes the corporation to 
receive the record shareholder's written consent to the dissent 
not later than the time the beneficial shareholder asserts 
dissenters' rights; and
     (b)     the beneficial shareholder dissents with respect to all 
shares of which he is the beneficial shareholder.
     (3)     The corporation may require that, when a record shareholder 
dissents with respect to the shares held by any one or more beneficial 
shareholders, each beneficial shareholder must certify to the 
corporation that both he and the record shareholders of all shares owned 
beneficially by him have asserted, or will timely assert, dissenters' 
rights as to all the shares unlimited on the ability to exercise 
dissenters' rights. The certification requirement must be stated in the 

                                  -2-

dissenters' notice given pursuant to Section 16-10a-1322.

16-10a-1320     NOTICE OF DISSENTERS' RIGHTS. -- (1)  If a proposed corporate 
action creating dissenters' rights under Section 16-10a-1302 is 
submitted to a vote at a shareholders' meeting, the meeting notice must 
be sent to all shareholders of the corporation as of the applicable 
record date, whether or not they are entitled to vote at the meeting.  
The notice shall state that shareholders are or may be entitled to 
assert dissenters' rights under this part.  The notice must be 
accompanied by a copy of this part and the materials, if any, that under 
this chapter are required to be given the shareholders entitled to vote 
on the proposed action at the meeting.  Failure to give notice as 
required by this subsection does not affect any action taken at the 
shareholders' meeting for which the notice was to have been given.
     (2)     If a proposed corporate action creating dissenters' rights 
under Section 16-10a-1302 is authorized without a meeting of 
shareholders pursuant to Section 16-10a-704, any written or oral 
solicitation of a shareholder to execute a written consent to the action 
contemplated by Section 16-10a-704 must be accompanied or preceded by a 
written notice stating that shareholders are or may be entitled to 
assert dissenters' rights under this part, by a copy of this part, and 
by the materials, if any, that under this chapter would have been 
required to be given to shareholders entitled to vote on the proposed 
action if the proposed action were submitted to a vote at a 
shareholders' meeting.  Failure to give written notice as provided by 
this subsection does not affect any action taken pursuant to Section 16-
10a-704 for which the notice was to have been given.

16-10a-1321     DEMAND FOR PAYMENT-ELIGIBILITY AND NOTICE OF INTENT. -- (1)  
If a proposed corporate action creating dissenters' rights under Section 
16-10a-1302 is submitted to a vote at a shareholders' meeting, a 
shareholder who wishes to assert dissenters' rights:
     (a)     must cause the corporation to receive, before the vote 
is taken, written notice of his intent to demand payment for 
shares if the proposed action is effectuated; and
     (b)     may not vote any of his shares in favor of the proposed 
action.
     (2)     If a proposed corporate action creating dissenters' rights 
under Section 16-10a-1302 is authorized without a meeting of 
shareholders pursuant to Section 16-10a-704, a shareholder who wishes to 
assert dissenters' rights may not execute a writing consenting to the 
proposed corporate action.
     (3)     In order to be entitled to payment for shares under this 
part, unless otherwise provided in the articles of incorporation, 
bylaws, or a resolution adopted by the board of directors, a shareholder 
must have been a shareholder with respect to the shares for which 
payment is demanded as of the date the proposed corporate action 
creating dissenters' rights under Section 16-10a-1302 is approved by the 
shareholders, if shareholder approval is required, or as of the 
effective date of the corporate action if the corporate action is 
authorized other than by a vote of shareholders.
     (4)     A shareholder who does not satisfy the requirements of 
Subsections (1) through (3) is not entitled to payment for shares under 
this part.

16-10a-1322     DISSENTERS' NOTICE. -- (1)  If a proposed corporate action 
creating dissenters' rights under Section 16-10a- 1302 is authorized, 
the corporation shall give a written dissenters' notice to all 
shareholders who are entitled to demand payment for their shares under 
this part.
     (2)     The dissenters' notice required by Subsection (1) must be 
sent no later than ten days after the effective date of the corporate 
action creating dissenters' rights under Section 16-10a-1302, and shall:

                                  -3-

     (a)     state that the corporate action was authorized and the 
effective date or proposed effective date of the corporate action;
     (b)     state an address at which the corporation will receive 
payment demands and an address at which certificates for 
certificated shares must be deposited;
     (c)     inform holders of uncertificated shares to what extent 
transfer of the shares will be restricted after the payment demand 
is received;
     (d)     supply a form for demanding payment, which form 
requests a dissenter to state an address to which payment is to be 
made;
     (e)     set a date by which the corporation must receive the 
payment demand and by which certificates for certificated shares 
must be deposited at the address indicated in the dissenters' 
notice, which dates may not be fewer than 30 nor more than 70 days 
after the date the dissenters' notice required by Subsection (1) 
is given;
     (f)     state the requirement contemplated by Subsection 16-
10a-1303(3), if the requirement is imposed; and
     (g)     be accompanied by a copy of this part.

16-10a-1323     PROCEDURE TO DEMAND PAYMENT. --(1)  A shareholder who is 
given a dissenters' notice described in Section 16-10a-1322, who meets 
the requirements of Section 16-10a-1321, and wishes to assert 
dissenters' rights must, in accordance with the terms of the dissenters' 
notice:
     (a)     cause the corporation to receive a payment demand, 
which may be the payment demand form contemplated in Subsection 
16-10a-1322(2)(d), duly completed, or may be stated in another 
writing;
     (b)     deposit certificates for his certificated shares in 
accordance with the terms of the dissenters' notice; and
     (c)     if required by the corporation in the dissenters' 
notice described in Section 16-10a-1322, as contemplated by 
Section 16-10a-1327, certify in writing, in or with the payment 
demand, whether or not he or the person on whose behalf he asserts 
dissenters' rights acquired beneficial ownership of the shares 
before the date of the first announcement to news media or to 
shareholders of the terms of the proposed corporate action 
creating dissenters' rights under Section 16-10a-1302.
     (2)     A shareholder who demands payment in accordance with 
Subsection (1) retains all rights of a shareholder except the right to 
transfer the shares until the effective date of the proposed corporate 
action giving rise to the exercise of dissenters' rights and has only 
the right to receive payment for the shares after the effective date of 
the corporate action.
     (3)     A shareholder who does not demand payment and deposit share 
certificates as required, by the date or dates set in the dissenters' 
notice, is not entitled to payment for shares under this part.

16-10a-1324     UNCERTIFICATED SHARES. -- (1)  Upon receipt of a demand for 
payment under Section 16-10a-1323 from a shareholder holding 
uncertificated shares, and in lieu of the deposit of certificates 
representing the shares, the corporation may restrict the transfer of 
the shares until the proposed corporate action is taken or the 
restrictions are released under Section 16-10a-1326.
     (2)     In all other respects, the provisions of Section 16-10a-1323 
apply to shareholders who own uncertificated shares.

16-10a-1325 PAYMENT. -- (1)  Except as provided in Section 16-10a-1327, 
upon the later of the effective date of the corporate action creating 
dissenters' rights under Section 16-10a-1302, and receipt by the 

                                  -4-

corporation of each payment demand pursuant to Section 16-10a-1323, the 
corporation shall pay the amount the corporation estimates to be the 
fair value of the dissenters' shares, plus interest to each dissenter 
who has complied with Section 16-10a-1323, and who meets the 
requirements of Section 16-10a-1321, and who has not yet received 
payment.
     (2)     Each payment made pursuant to Subsection (1) must be 
accompanied by:
     (a) (i) (A)     the corporation's balance sheet as of the end of 
its most recent fiscal year, or if not available, a fiscal year 
ending not more than 16 months before the date of payment;
     (B)     an income statement for that year;
     (C)     a statement of changes in shareholders' equity for that 
year and a statement of cash flow for that year, if the 
corporation customarily provides such statements to shareholders; 
and
     (D)     the latest available interim financial statements, if 
any;
     (ii)     the balance sheet and statements referred to in 
Subsection (i) must be audited if the corporation customarily 
provides audited financial statements to shareholders;
     (b)     a statement of the corporation's estimate of the fair 
value of the shares and the amount of interest payable with 
respect to the shares;
     (c)     a statement of the dissenter's right to demand payment 
under Section 16-10a-1328; and
     (d)     a copy of this part.

16-10a-1326     FAILURE TO TAKE ACTION. -- (1)  If the effective date of the 
corporate action creating dissenters' rights under Section 16-10a-1302 
does not occur within 60 days after the date set by the corporation as 
the date by which the corporation must receive payment demands as 
provided in Section 16-10a-1322, the corporation shall return all 
deposited certificates and release the transfer restrictions imposed on 
uncertificated shares, and all shareholders who submitted a demand for 
payment pursuant to Section 116-10a-1323 shall thereafter have all 
rights of a shareholder as if no demand for payment had been made.
     (2)     If the effective date of the corporate action creating 
dissenters' rights under Section 16-10a-1302 occurs more than 60 days 
after the date set by the corporation as the date by which the 
corporation must receive payment demands as provided in Section 16-10a-
1322, then the corporation shall send a new dissenters' notice, as 
provided in Section 16-10a-1322 and the provisions of Sections 16-10a-
1323 through 16-10a-1328 shall again be applicable.

16-10a-1327     SPECIAL PROVISIONS RELATING TO SHARES ACQUIRED AFTER 
ANNOUNCEMENT OF PROPOSED CORPORATE ACTION. -- (1)  A corporation may, 
with the dissenters' notice given pursuant to Section 16-10a-1302, state 
the date of the first announcement to news media or to shareholders of 
the terms of the proposed corporate action creating dissenters' rights 
under Section 16-10a-1302 and state that a shareholder who asserts 
dissenters' rights must certify in writing, in or with the payment 
demand, whether or not he or the person on whose behalf he asserts 
dissenters' rights acquired beneficial ownership of the shares before 
that date. With respect to any dissenter who does not certify in 
writing, in or with the payment demand that he or the person on whose 
behalf the dissenters' rights are being asserted, acquired beneficial 
ownership of the shares before that date, the corporation may, in lieu 
of making the payment provided in Section 16-10a-1325, offer to make 
payment if the dissenter agrees to accept it in full satisfaction of the 
demand.
     (2)     An offer to make payment under Subsection (1) shall include 
or be accompanied by the information required by 
Subsection 16-10a-1325(2).

                                  -5-

16-10a-1328 PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER. 
- - -- (1)  A dissenter who has not accepted an offer made by a corporation 
under Section 16-10a-1327 may notify the corporation in writing of his 
own estimate of the fair value of his shares and demand payment of the 
estimated amount, plus interest, less any payment made under Section 16-
10a-1325, if:
     (a)     the dissenter believes that the amount paid under 
Section 16-10a-1325 or offered under Section 16-10a-1327 is less 
than the fair value of the shares;
     (b)     the corporation fails to make payment under Section 16-
10a-1325 within 60 days after the date set by the corporation as 
the date by which it must receive the payment demand; or
     (c)     the corporation, having failed to take the proposed 
corporate action creating dissenters' rights, does not return the 
deposited certificates or release the transfer restrictions 
imposed on uncertificated shares as required by Section 16-10a-
1326.
     (2)     A dissenter waives the right to demand payment under this 
section unless he causes the corporation to receive the notice required 
by Subsection (1) within 30 days after the corporation made or offered 
payment for his shares.

16-10a-1330     JUDICIAL APPRAISAL OF SHARES -COURT ACTION. -- (1)  If a 
demand for payment under Section 16-10a-1328 remains unresolved, the 
corporation shall commence a proceeding within 60 days after receiving 
the payment demand contemplated by Section 16-10a-1328, and petition the 
court to determine the fair value of the shares and the amount of 
interest.  If the corporation does not commence the proceeding within 
the 60-day period, it shall pay each dissenter whose demand remains 
unresolved the amount demanded.
     (2)     The corporation shall commence the proceeding described in 
Subsection (1) in the district court of the county in this state where 
the corporation's principal office, or if it has no principal office in 
this state, the county where its registered office is located. If the 
corporation is a foreign corporation without a registered office in this 
state, it shall commence the proceeding in the county in this state 
where the registered office of the domestic corporation merged with, or 
whose shares were acquired by, the foreign corporation was located.
     (3)     The corporation shall make all dissenters who have satisfied 
the requirements of Sections 16-10a-1321, 16-10a-1323, and 16-10a-1328, 
whether or not they are residents of this state whose demands remain 
unresolved, parties to the proceeding commenced under Subsection (2) as 
an action against their shares. All such dissenters who are named as 
parties must be served with a copy of the petition. Service on each 
dissenter may be by registered or certified mail to the address stated 
in his payment demand made pursuant to Section 16-10a-1328.  If no 
address is stated in the payment demand, service may be made at the 
address stated in the payment demand given pursuant to Section 
16-10a-1323.  If no address is stated in the payment demand, service may 
be made at the address shown on the corporation's current record of 
shareholders for the record shareholder holding the dissenter's shares. 
Service may also be made otherwise as provided by law.
     (4)     The jurisdiction of the court in which the proceeding is 
commenced under Subsection (2) is plenary and exclusive. The court may 
appoint one or more persons as appraisers to receive evidence and 
recommend decision on the question of fair value. The appraisers have 
the powers described in the order appointing them, or in any amendment 
to it. The dissenters are entitled to the same discovery rights as 
parties in other civil proceedings.

                                  -6-

     (5)     Each dissenter made a party to the proceeding commenced under 
Subsection (2) is entitled to judgment:
     (a)     for the amount, if any, by which the court finds that 
the fair value of his shares, plus interest, exceeds the amount 
paid by the corporation pursuant to Section 16-10a-1325; or
     (b)     for the fair value, plus interest, of the dissenter's 
after-acquired shares for which the corporation elected to 
withhold payment under Section 16-10a-1327.

16-10a-1331     COURT COSTS AND COUNSEL FEES. -- (1)  The court in an 
appraisal proceeding commenced under Section 16-10a-1330 shall determine 
all costs of the proceeding, including the reasonable compensation and 
expenses of appraisers appointed by the court. The court shall assess 
the costs against the corporation, except that the court may assess 
costs against all or some of the dissenters, in amounts the court finds 
equitable, to the extent the court finds that the dissenters acted 
arbitrarily, vexatiously, or not in good faith in demanding payment 
under Section 16-10a-1328.
     (2)     The court may also assess the fees and expenses of counsel 
and experts for the respective parties, in amounts the court finds 
equitable:
     (a)     against the corporation and in favor of any or all 
dissenters if the court finds the corporation did not 
substantially comply with the requirements of Sections 16-10a-1320 
through 16-10a-1328; or
     (b)     against either the corporation or one or more 
dissenters, in favor of any other party if the court finds that 
the party against whom the fees and expenses are assessed acted 
arbitrarily, vexatiously, or not in good faith with respect to the 
rights provided by this part.
     (3)     If the court finds that the services of counsel for any 
dissenter were of substantial benefit to other dissenters similarly 
situated, and that the fees for those services should not be assessed 
against the corporation, the court may award to those counsel reasonable 
fees to be paid out of the amounts awarded the dissenters who were 
benefited.

                                  -7-

                              EXHIBIT II

=======================================================================


                      AGREEMENT AND PLAN OF MERGER

                                between


                     Future Petroleum Corporation
                          (a Utah corporation),



                                  and


                          FPT Corporation
                        (a Texas corporation),










                          January ___, 1999


=======================================================================





                     AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), is made and 
entered into as of this _____ day of January, 1999, between Future 
Petroleum Corporation, a Utah corporation (the "Company") and FPT 
Corporation, a Texas corporation and a wholly owned subsidiary of the 
Company ("Merger-Sub").

                                RECITALS

     WHEREAS, the respective Boards of Directors of the Company and 
Merger-Sub have determined that, subject to the terms and conditions 
hereinafter set forth, it is advisable and to their respective 
stockholders' mutual advantage and benefit to adopt a plan, whereby the 
Company will merge with and into Merger-Sub (the "Merger") pursuant to 
this Agreement; 

     NOW, THEREFORE, in consideration of the premises and the mutual 
representations, warranties, covenants, agreements, and conditions 
herein contained,  the parties hereto agree as follows:

          ARTICLE I.  THE MERGER; CLOSING; EFFECTIVE TIME

     Section 1.1     THE MERGER.  Subject to the terms and conditions of 
this Agreement, at the Effective Time (as defined in Section 1.3), the 
Company shall be merged with and into Merger-Sub and the separate 
corporate existence of the Company shall thereupon cease.  Merger-Sub 
shall be the surviving corporation in the Merger (sometimes hereinafter 
referred to as the "Surviving Corporation") and shall continue to be 
governed by the laws of the State of Texas, and the separate corporate 
existence of Merger-Sub, with all of its rights, privileges, immunities, 
and franchises shall continue unaffected by the Merger.  The Merger 
shall have the effects specified in the Utah Revised Business 
Corporations Act ("Utah Act") and in the Texas Business Corporations Act 
("TBCA") with respect to the Company and Merger-Sub.

     Section 1.2     EFFECTIVE TIME.  The Company and Merger-Sub will cause 
articles of merger ("Articles of Merger"), attached hereto as Exhibit A, 
to be signed and then filed with the Utah Division of Corporations and 
Commercial Code and the Secretary of State of Texas as provided in the 
Utah Act and TBCA.  The Merger shall become effective upon the later of 
the filing of Articles of Merger with Utah Division of Corporations and 
Commercial Code pursuant to Section 16-10a-1105 of the Utah Act and with 
the Secretary of State of Texas pursuant to Article 5.04 of the TBCA or 
at such other time as is specified in the Articles of Merger, and such 
time is hereinafter referred to as the "Effective Time."

     Section 1.3     SUBSEQUENT ACTIONS.  Upon the Merger becoming 
effective, all the property, rights, privileges, franchises, patents, 
trademarks, licenses, registrations and other assets of every kind and 
description of the Company shall be transferred to, vested in and 
devolve upon the Surviving Corporation without further act or deed and 
all property, rights and every other interest of the Surviving 
Corporation and the Company shall be as effectively the property of the 
Surviving Corporation as they were of the Surviving Corporation and the 
Company, respectively.  If, at any time after the Effective Time, the 
Surviving Corporation shall consider or be advised that any deeds, bills 
of sale, assignments, assurances, or any other actions or things are 
necessary or desirable to vest, perfect, or confirm of record or 
otherwise in the Surviving Corporation its right, title, or interest in, 
to, or under any of the rights, properties, or assets of the Company 


acquired or to be acquired by the Surviving Corporation as a result of 
or in connection with the Merger, or otherwise to carry out this 
Agreement, the officers and directors of the Surviving Corporation shall 
be authorized to execute and deliver, in the name and on behalf of the 
Company or otherwise, all such deeds, bills of sale, assignments, and 
assurances, and to take and do, in the name and on behalf of the Company 
or otherwise, all such other actions and things as may be necessary or 
desirable to vest, perfect, or confirm any and all right, title, and 
interest in, to, and under such rights, properties, or assets in the 
Surviving Corporation or otherwise to carry out this Agreement.

               ARTICLE II.  ARTICLES OF INCORPORATION AND
                 BY-LAWS OF THE SURVIVING CORPORATION

     Section 2.1     THE ARTICLES OF INCORPORATION.  

     (a)     Merger-Sub's Articles of Incorporation.  The Articles of 
Incorporation of Merger-Sub, attached hereto as Exhibit B, in effect at 
the Effective Time shall be the Articles of Incorporation of the 
Surviving Corporation, until duly amended in accordance with the terms 
thereof and the TBCA.

     (b)     Amendments to Articles of Incorporation of Merger-Sub.  The 
Articles of Merger shall amend Article One of the Articles of 
Incorporation of Merger-Sub to change Merger-Sub's name to "Bargo Energy 
Company."

     Section 2.2     The By-Laws.  The By-Laws of Merger-Sub, attached 
hereto as Exhibit C, in effect at the Effective Time shall be the By-
Laws of the Surviving Corporation, until duly amended in accordance with 
the terms thereof and the TBCA.

                ARTICLE III.  OFFICERS AND DIRECTORS
                    OF THE SURVIVING CORPORATION

     Section 3.1     OFFICERS AND DIRECTORS.  The directors of Merger-Sub at 
the Effective Time, from and after the Effective Time, shall be the 
directors of the Surviving Corporation until their successors have been 
duly elected or appointed and qualified or until their earlier death, 
resignation, or removal in accordance with the Surviving Corporation's 
Articles of Incorporation and By-Laws.  The officers of Merger-Sub at 
the Effective Time shall, from and after the Effective Time, be the 
officers of the Surviving Corporation until their successors have been 
duly appointed or until their earlier death, resignation or removal in 
accordance with the Surviving Corporation's Bylaws.

             ARTICLE IV.  CONVERSION OR CANCELLATION
                    OF SHARES IN THE MERGER

     Section 4.1     CONVERSION OR CANCELLATION OF SHARES.

     (a)     Conversion of Shares of the Company.  At the Effective Time, 
each share of common stock, $.01 par value, of the Company ("Company 
Common Stock") issued and outstanding immediately prior to the Effective 
Time other than shares as to which appraisal rights shall have been 
perfected and not withdrawn or otherwise forfeited under the Utah Act, 
by virtue of the Merger and without any action on the part of the holder 
thereof, shall be converted into the right to receive one share of 
common stock, $.01 par value per share, of Merger-Sub ("New Common 
Stock") and each share of preferred stock of the Company ("Company 
Preferred Stock") issued and outstanding immediately prior to the 
Effective Time (the Company Common Stock and Company Preferred Stock 

                                   2

issued and outstanding immediately prior to the Effective Time are 
herein referred to, as the context requires, as the "Canceled Shares"), 
other than shares as to which appraisal rights shall have been perfected 
and not withdrawn or otherwise forfeited under the Utah Act, by virtue 
of the Merger and without any action on the part of the holder thereof, 
shall be converted into the right to receive one share of preferred 
stock, $.01 par value per share, of Merger-Sub ("New Preferred Stock") 
(the New Common Stock and New Preferred Stock set forth in this 
subsection are herein referred to, as the context requires, as the 
"Merger Consideration").  All such Canceled Shares, by virtue of the 
Merger and without any action on the part of the holders thereof, shall 
be canceled and cease to be issued and outstanding.  All certificates of 
such Canceled Shares, by virtue of the Merger and without any action on 
the part of the holders thereof, shall be deemed to represent a number 
of shares of either New Common Stock or New Preferred Stock in an amount 
equal to the number of shares of Company Common Stock or Company 
Preferred Stock represented by the certificate immediately prior to the 
Effective Time, and each holder of a certificate representing any such 
Canceled Shares shall thereafter have all of the rights and privileges 
of a holder of New Common Stock or New Preferred Stock and cease to have 
any rights with respect to such Canceled Shares.

     (b)     Cancellation of Shares of Merger-Sub.  At the Effective time, 
each share of common stock of Merger-Sub issued and outstanding 
immediately prior to the Effective Time shall, by virtue of the Merger 
and without any action on the part of the holder thereof, be canceled 
and case to be issued and outstanding.

     Section 4.2     TRANSFER OF SHARES AFTER THE EFFECTIVE TIME.  Transfers 
of Canceled Shares shall be made on the stock transfer books of the 
Surviving Corporation at or after the Effective Time as if such 
certificates represented shares of New Common Stock or New Preferred 
Stock.  However, upon presenting a certificate representing Canceled 
Shares to Merger-Sub's transfer agent, such certificate shall be 
canceled and a new certificate representing the number of shares of New 
Common Stock or New Preferred Stock previously represented by the 
certificate for the Canceled Shares shall be issued.

     Section 4.3     DISSENTING STOCKHOLDERS.  Each share of Company Common 
Stock  or Company Preferred Stock with respect to which the holder 
thereof is entitled to an appraisal pursuant to Part 13 of the Utah Act 
("Dissenting Shares") shall be converted into the right to receive such 
consideration as may be determined to be due to such holder pursuant to 
Sections 16-10a-1325 and 16-10a-1330 of the Utah Act unless such holder 
shall have effectively withdrawn or forfeited such right to appraisal, 
at which time such Company Common Stock or Company Preferred Stock shall 
be converted into and represent a right to receive the Merger 
Consideration in respect thereof in accordance with Section 4.1 hereof.

               ARTICLE V.  CONDITIONS TO THE CLOSING

     Section 5.1     STOCKHOLDER APPROVAL.  The consummation of the Merger 
is subject to the approval, at or prior to the Effective Time, of the 
holders of at least a majority of the outstanding voting power of the 
Company and the sole stockholder of Merger-Sub in accordance with 
applicable law and the governing documents of the Company and Merger-
Sub.

                                    3

                     ARTICLE VI.  TERMINATION

     Section 6.1     TERMINATION.  Notwithstanding anything herein or 
elsewhere to the contrary, this Agreement may be terminated by the 
Company at any time prior to the Effective Time, regardless of whether 
this Agreement has been approved by the stockholders of the Company.

              ARTICLE VII.  MISCELLANEOUS AND GENERAL

     Section 7.1     HEADINGS.  The Section headings herein are for 
convenience of reference only, do not constitute part of this Agreement 
and shall not be deemed to limit or otherwise affect any of the 
provisions hereof.

     Section 7.2     ENTIRE AGREEMENT.  This Agreement (including exhibits 
hereto) embodies the entire agreement and understanding of the parties 
with respect to the transactions contemplated hereby and supersedes all 
prior written or oral commitments, arrangements or understandings with 
respect thereto.  There are no restrictions, agreements, promises, 
warranties, covenants or undertakings with respect to the transactions 
contemplated hereby other than those expressly set forth herein or 
therein.

     Section 7.3     COUNTERPARTS.  This Agreement may be executed in two or 
more counterparts, all of which shall be considered one and the same 
agreement and each of which shall be deemed an original.

     Section 7.4     SEVERABILITY.  If any one or more of the provisions of 
this Agreement shall be held to be invalid, illegal or unenforceable, 
the validity, legality or enforceability of the remaining provisions of 
this Agreement shall not be affected thereby.  To the extent permitted 
by applicable law, each party waives any provisions of law which renders 
any provision of this Agreement invalid, illegal or unenforceable in any 
respect.

     Section 7.5     CONSTRUCTION.  Whenever the context requires, the 
gender of all words used herein shall include the masculine, feminine 
and neuter, and the number of all words shall include the singular and 
plural.

     Section 7.6     REFERENCES.  Unless otherwise specified, references in 
this Agreement to "Sections", "Subsections" or Articles" refer to the 
sections, subsections or articles in this Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement 
to be duly executed as of the day and year first above written.

                                        FPT CORPORATION,
                                        a Texas corporation


                                        By: 
                                        Name:     Tim J. Goff
                                        Title:     President

                                        FUTURE PETROLEUM CORPORATION,
                                        a Utah corporation


                                        By: 
                                        Name:     Tim J. Goff
                                        Title:     President

                                   4

                                                  Exhibit A-1
                           ARTICLES OF MERGER
                                   OF
                      FUTURE PETROLEUM CORPORATION
                             WITH AND INTO
                            FPT CORPORATION


     Pursuant to the provisions of Article 5.04 of the Texas Business 
Corporation Act, the undersigned corporations adopt the following 
Articles of Merger for the purpose of merging Future Petroleum 
Corporation into FPT Corporation and certify as follows:

4.   The name and state of incorporation of each corporation that is a 
     party to the merger is:

     NAME                                        STATE

     Future Petroleum Corporation                Utah
     FPT Corporation                             Texas

5.   The surviving corporation of the merger is FPT Corporation.

6.   A Plan of Merger has been approved by the directors and 
     shareholders of each such corporation.

7.   Article One of the Articles of Incorporation of the surviving 
     corporation shall be amended to change the name of the surviving 
     corporation to Bargo Energy Company as follows:

          "The name of the Corporation is Bargo Energy Company."

8.   An executed Plan of Merger is on file at the principal place of 
     business of the surviving corporation, which place of business is 
     located at 700 Louisiana, Suite 3700, Houston, Texas  77002.

9.   A copy of the Plan of Merger will be furnished by the surviving 
     corporation on written request and without cost to any shareholder 
     of each corporation that is a party to the merger.

10.  As to FPT Corporation, the Texas corporation, the total number of 
     shares outstanding, voted for and against the Plan of Merger is as 
     set forth below.  There were no classes of shares entitled to vote 
     thereon separately as a class.

                              TOTAL          TOTAL          TOTAL VOTED
     NAME OF CORPORATION     SHARES        VOTED FOR          AGAINST

     FPT Corporation           1               1                 0


11.  As to Future Petroleum Corporation, the Utah corporation, the plan 
     of merger was duly authorized and approved by all action required 
     by the laws of the State of Utah, the state of incorporation, and 
     by its constituent documents.  The total number of shares 
     outstanding, voted for and against the Plan of Merger is as set 
     forth below.  There were no classes of shares entitled to vote 
     thereon separately as a class.

     

                                  TOTAL       TOTAL      TOTAL VOTED
     NAME OF CORPORATION         SHARES     VOTED FOR       AGAINST
     Future Petroleum 
        Corporation            48,320,066   45,565,562         0


12.  The surviving corporation will be responsible for the payment of 
     all fees and franchise taxes and will be obligated to pay such 
     fees and franchise taxes if the same are not timely paid.

13.  The merger will become effective on __________, 1999, at ______ 
     a.m. in accordance with the provisions of Article 10.03 of the 
     Texas Business Corporations Act.

Date:  _____________, 1999

                                        FUTURE PETROLEUM CORPORATION



                                        By: 
                                        Tim J. Goff, President


                                        FPT CORPORATION



                                        By: 
                                        Tim J. Goff, President



                                  -2-



                                                      Exhibit A-2

                           ARTICLES OF MERGER
                                    OF
                       FUTURE PETROLEUM CORPORATION
                              WITH AND INTO
                            FPT CORPORATION


     Pursuant to the provisions of Section 16-10a-1107 of the Utah 
Revised Business Corporation Act, the undersigned corporations adopt the 
following Articles of Merger for the purpose of merging Future Petroleum 
Corporation into FPT Corporation and certify as follows:

14.   The name and state of incorporation of each corporation that is a 
      party to the merger is:

      NAME                                          STATE

      Future Petroleum Corporation                  Utah
      FPT Corporation                               Texas

15.   The surviving corporation of the merger is FPT Corporation.

16.   A Plan of Merger, attached hereto as Exhibit A, has been approved 
      by the directors and shareholders of each such corporation.

17.   The principal place of business of the surviving corporation is 
      located at 700 Louisiana, Suite 3700, Houston, Texas  77002.

18.   As to FPT Corporation, the Texas corporation, the merger is 
      permitted by and plan of merger was duly authorized and approved 
      by all action required by the laws of the State of Texas, the 
      state of incorporation, and by its constituent documents.  The 
      total number of shares outstanding and entitled to vote, voted for 
      and against the Plan of Merger is as set forth below.  There were 
      no classes of shares entitled to vote thereon separately as a 
      class.  

                                 TOTAL      TOTAL           TOTAL VOTED
      NAME OF CORPORATION       SHARES    VOTED FOR            AGAINST

      FPT Corporation             1           1                  0

19.   As to Future Petroleum Corporation, the Utah corporation, the 
      total number of shares outstanding and entitled to vote, voted for 
      and against the Plan of Merger is as set forth below.  There were 
      no voting groups entitled to vote thereon separately as a voting 
      group.

                                 TOTAL       TOTAL           TOTAL VOTED
      NAME OF CORPORATION       SHARES      VOTED FOR            AGAINST

      Future Petroleum 
        Corporation           48,320,066    45,565,562             0

20.   The merger will become effective on __________, 1999, at ______ 
      a.m.

Date:  _____________, 1999


                                        FUTURE PETROLEUM CORPORATION



                                        By: 
                                        Tim J. Goff, President


                                        FPT CORPORATION



                                        By: 
                                        Tim J. Goff, President





                                  -2-


                              Exhibit III

                       ARTICLES OF INCORPORATION

                                 OF

                           FPT CORPORATION


     The undersigned, natural person of the age of eighteen years or 
more, acting as incorporator of a corporation (the "Corporation") under 
the Texas Business Corporation Act (the "Act"), hereby adopts the 
following Articles of Incorporation for the Corporation.  


                             ARTICLE ONE

                               NAME

     The name of the Corporation is FTP Corporation.


                             ARTICLE TWO

                              DURATION

     The period of the Corporation's duration is perpetual.  


                            ARTICLE THREE

                              PURPOSE

     The purpose for which the Corporation is organized is to engage in 
the transaction of any lawful business for which a corporation may be 
incorporated under the Act.  


                            ARTICLE FOUR

                         AUTHORIZED SHARES

     SECTION 1.  The aggregate number of shares which the Corporation 
will have authority to issue is 125,000,000 of which 120,000,000 will be 
shares of common stock,  par value $0.01 per share ("Common Stock"), and 
5,000,000 will be shares of preferred stock, par value $0.01 per share 
("Preferred Stock"). 

     SECTION 2.  The board of directors shall have authority to 
establish series of Preferred Stock.  Shares of Preferred Stock may be 
issued from time to time in one or more series, each of which is to have 
a distinctive serial designation as determined in the resolution or 
resolutions of the board of directors providing for the issuance of such 
Preferred Stock from time to time.

               

     SECTION 3.  Each series of Preferred Stock:
          (a)     may have such number of shares;

          (b)     may have such voting powers, full or limited, or may be 
without voting powers;

          (c)     may be subject to redemption at such time or times and 
at such price;

          (d)     may be entitled to receive dividends (which may be 
cumulative or noncumulative) at such rate or rates, on such conditions, 
from such date or dates, and at such times, and payable in preference 
to, or in such relation to, the dividends payable on any other class or 
classes or series of stock;

          (e)     may have such rights upon the dissolution of, or upon 
any distribution of the assets of, the Corporation;

          (f)     may be made convertible into, or exchangeable for, 
shares of any other class or classes, or of any other series of the same 
or any other class or classes, of stock of the Corporation at such price 
or prices or at such rates of exchange, and with such adjustments;

          (g)     may be entitled to the benefit of a sinking fund or 
purchase fund to be applied to the purchase or redemption of shares of 
such series in such amount or amounts;

          (h)     may be entitled to the benefit of conditions and 
restrictions upon the creation of indebtedness of the Corporation or any 
subsidiary, upon the issuance of any additional stock (including 
additional shares of such series or of any other series) and upon the 
payment of dividends or the making of other distributions on, and the 
purchase, redemption or other acquisition of any class of stock by the 
Corporation; and

          (i)     may have such other relative, participating, optional 
or other special rights, and qualifications, limitations or restrictions 
thereof;

as in such instance is stated in the resolution or resolutions of the 
board of directors providing for the issuance of such Preferred Stock.  
Except where otherwise set forth in such resolution or resolutions, the 
number of shares comprising such series may be increased or decreased 
(but not below the number of shares then outstanding) from time to time 
by like action of the board of directors.

     SECTION 4.  Shares of any series of Preferred Stock which have 
been redeemed (whether through the operation of a sinking fund or 
otherwise) or purchased by the Corporation, or which, if convertible or 
exchangeable, have been converted into or exchanged for shares of stock 
of any other class or classes will have the status of authorized and 
unissued shares of Preferred Stock and may be reissued as a part of the 
series of which they were originally a part or may be reclassified and 
reissued as part of a new series of Preferred Stock created by 
resolution or resolutions of the board of directors or as part of any 
other series of Preferred Stock, all subject to the conditions or 
restrictions on issuance set forth in the resolution or resolutions 
adopted by the board of directors providing for the issuance of any 
series of Preferred Stock and to any filing required by law.

                                  -2-

    SECTION 5.     (a)     Except as otherwise provided by law or by the 
resolutions of the board of directors providing for the issuance of any 
series of Preferred Stock, Common Stock will have the exclusive right to 
vote for the election of directors and for all other purposes.  Each 
holder of Common Stock will be entitled to one vote for each share held.  
The right of cumulative voting is hereby specifically denied.

               (b)     Except as otherwise provided by law or by the 
resolutions of the board of directors providing for the issuance of any 
series of Preferred Stock, the right of class voting is denied.

               (c)     Subject to all of the rights of Preferred Stock or 
any series thereof, the holders of Common Stock will be entitled to 
receive, when, as and if declared by the board of directors, out of 
funds legally available therefor, dividends payable in cash, in stock or 
otherwise.

               (d)     Upon any liquidation, dissolution or winding-up of 
the Corporation, whether voluntary or involuntary, and after the holders 
of Preferred Stock of each series have been paid in full the amounts to 
which they respectively are entitled or a sum sufficient for such 
payment in full has been set aside, the remaining net assets of the 
Corporation will be distributed pro rata to the holders of Common Stock 
in accordance with their respective rights and interests to the 
exclusion of the holders of Preferred Stock.


                           ARTICLE FIVE

             RESTRICTION ON COMMENCEMENT OF BUSINESS

     The Corporation will not commence business until it has received 
for the issuance of its shares consideration of the value of a stated 
sum which will be at least One Thousand Dollars ($1,000.00), consisting 
of money, labor done or property actually received.  


                           ARTICLE SIX

             REGISTERED OFFICE AND REGISTERED AGENT

     The street address of the initial registered office of the 
Corporation is: 

                   700 Louisiana, Suite 3700
                   Houston, Texas  77002

     The name of the initial registered agent of the Corporation at 
such address is: 

                   Mary Elizabeth Vanderhider


                          ARTICLE SEVEN

                       BOARD OF DIRECTORS

     SECTION 1.  Initial Board of Directors.  The initial Board of 
Directors will consist of seven members.  The Board of Directors will be 

                                  -3-

divided into three classes, as nearly as equal in number as possible.  
The entire board of directors shall be elected at the 1999 annual 
meeting of shareholders, with the term of office of the first class to 
expire at the 2000 annual meeting of shareholders, the term of the 
second class to expire at the 2001 annual meeting of shareholders, and 
the term of the third class to expire at the 2002 annual meeting of 
shareholders, and with the members of each class to hold office until 
their successors have been elected and qualified.  At each annual 
meeting of shareholders following such initial classification and 
election at the 1999 annual meeting of shareholders, directors elected 
to succeed those directors whose terms expire shall hold office until 
the third succeeding annual meeting of shareholders after their election 
and until their successor shall have been duly elected and qualified.  
The names and addresses of the persons who will serve as directors of 
the Corporation until the first annual meeting of shareholders, or until 
their successors are elected and qualified, are:  

          NAME                              ADDRESS

CLASS I

     Mary Elizabeth Vanderhider          700 Louisiana, Suite 3700
                                         Houston, Texas  77002

     Kimberly G. Seekely                 700 Louisiana, Suite 3700
                                         Houston, Texas  77002

CLASS II

     Thomas Barrow                       Post Office Box 2588
                                         Longview, Texas  75606

     D. Martin Phillips                  1100 Louisiana, Suite 3150
                                         Houston, Texas  77002

CLASS III

     Tim J. Goff                         700 Louisiana, Suite 3700
                                         Houston, Texas  77002

     B. Carl Price                       700 Louisiana, Suite 3700
                                         Houston, Texas  77002

     Gary R. Petersen                    1100 Louisiana, Suite 3150
                                         Houston, Texas  77002

     SECTION 2.  NUMBER AND QUALIFICATION.  The number and 
qualifications of directors constituting the Board of Directors of the 
Corporation will be fixed or determined in the manner provided in the 
Bylaws of the Corporation.  The number of directors may be increased or 
decreased from time to time in the manner set forth in the Bylaws of the 
Corporation.  

                                 -4-

                            ARTICLE EIGHT

                   Provisions for Regulation of the
                 INTERNAL AFFAIRS OF THE CORPORATION

     Provisions for the regulation of the internal affairs of the 
Corporation will include the following, but such enumeration is not in 
limitation of the power of the shareholders or the Board of Directors to 
formulate in the Bylaws, by resolution, or any other proper manner any 
other lawful provision not inconsistent with law or these articles: 

     SECTION 1.  VOTING.  Except as stated in the resolution or 
resolutions of the board of directors establishing any series of 
Preferred Stock, each outstanding share, regardless of class, will be 
entitled to one vote on each matter submitted to a vote of shareholders.  
At each election of directors every shareholder entitled to vote at such 
election will be entitled to vote, in person or by proxy, the number of 
shares owned by him for each director for whose election he has a right 
to vote.  The right of shareholders to cumulate votes in the election of 
directors is expressly denied.  

     SECTION 2.  BYLAWS.  The Board of Directors will adopt the initial 
Bylaws, and from time to time may alter, amend or repeal the Bylaws or 
adopt new Bylaws; but the shareholders from time to time may alter, 
amend or repeal any Bylaws adopted by the Board of Directors or may 
adopt new Bylaws.  

     SECTION 3.  DENIAL OF PREEMPTIVE RIGHTS.  The shareholders of the 
Corporation will not have the preemptive right to acquire additional, 
unissued or treasury shares of the Corporation, or securities of the 
Corporation convertible into or carrying a right to subscribe to or 
acquire shares.  

     SECTION 4.  VOTING REQUIREMENTS FOR CERTAIN CORPORATION ACTIONS.  
With respect to any action which may be taken by the shareholders where 
the Act requires greater than a majority vote, such action shall require 
only the concurrence of a majority of the shares entitled to vote.

     SECTION 5.  CONSENTS IN LIEU OF MEETINGS.  Any action required by 
the Act to be taken or which may be taken at any annual or special 
meeting of shareholders may be taken without a meeting, without prior 
notice and without a vote, if a consent (or consents) in writing, 
setting forth the action to be taken, is signed by the holders or holder 
of shares having not less than the minimum number of votes that would be 
necessary to take such action at a meeting at which the holders of all 
shares entitled to vote on the action were present and voted.  In order 
to be effective, such consent or consents shall comply with all 
requirements of the Act.

     SECTION 6.  LIMITATION OF LIABILITY OF DIRECTORS.  No director of 
the Corporation shall be liable to the Corporation or its shareholders 
for monetary damages for an act or omission in such director's capacity 
as a director except for (i) a breach of the director's duty of loyalty 
to the Corporation or its shareholders, (ii) an act or omission not in 
good faith that constitutes a breach of duty to the Corporation or an 
act or omission involving intentional misconduct or a knowing violation 
of the law, (iii) a transaction from which the director received an 
improper benefit (whether or not the benefit resulted from an action 
taken within the scope of the director's office), or (iv) an act or 
omission for which the liability of the director is expressly provided 
by applicable statute.

                                  -5-

                           ARTICLE NINE

                        BUSINESS COMBINATION LAW

     The Corporation elects not to be governed by the Business 
Combination Law, Part 13 of the Act, or any successor statute of like 
tenor.


                           ARTICLE TEN

                          INCORPORATOR

     The name and the address of the incorporator of the Corporation 
is:  

          NAME                              ADDRESS 

     Daniel Lloyd                      Butler & Binion, L.L.P.
                                       1000 Louisiana, Suite 1600
                                       Houston, Texas  77002

     In order to evidence the foregoing, I have signed these Articles 
of Incorporation on this ___ day of January, 1999.


                                   _____________________________
                                   Daniel Lloyd


                                  -6-

                              Exhibit IV

                              BYLAWS OF

                           FPT CORPORATION

                           (the "Company")


                             ARTICLE I.

                             OFFICES

     SECTION 1.1     OFFICES.  The principal business office of the Company 
shall be in Houston, Texas.  The Company may have such other business 
offices within or without the State of Texas as the board of directors 
may from time to time establish.  

                              ARTICLE II
 
                             Capital Stock

     SECTION 2.1     CERTIFICATE REPRESENTING SHARES.  Shares of the capital 
stock of the Company shall be represented by certificates in such form 
or forms as the board of directors may approve, provided that such form 
or forms shall comply with all applicable requirements of law or of the 
articles of incorporation.  Such certificates shall be signed by the 
president or a vice president, and by the secretary or an assistant 
secretary, of the Company and may be sealed with the seal of the Company 
or imprinted or otherwise marked with a facsimile of such seal.  The 
signature of any or all of the foregoing officers of the Company may be 
represented by a printed facsimile thereof.  If any officer whose 
signature, or a facsimile thereof, shall have been set upon any 
certificate shall cease, prior to the issuance of such certificate, to 
occupy the position in right of which his signature, or facsimile 
thereof, was so set upon such certificate, the Company may nevertheless 
adopt and issue such certificate with the same effect as if such officer 
occupied such position as of such date of issuance; and issuance and 
delivery of such certificate by the Company shall constitute adoption 
thereof by the Company.  The certificates shall be consecutively 
numbered, and as they are issued, a record of such issuance shall be 
entered in the books of the Company. 

     SECTION 2.2     STOCK CERTIFICATE BOOK AND SHAREHOLDERS OF RECORD.  The 
secretary of the Company shall maintain, among other records, a stock 
certificate book, the stubs which shall set forth the names and 
addresses of the holders of all issued shares of the Company, the number 
of shares held by each, the number of certificates representing such 
shares, the date of issue of such certificates, and whether or not such 
shares originate from original issue or from transfer.  The names and 
addresses of shareholders as they appear on the stock certificate book 
shall be the official list of shareholders of record of the Company for 
all purposes.  The Company shall be entitled to treat the holder of 
record of any shares as the owner thereof for all purposes, and shall 
not be bound to recognize any equitable or other claim to, or interest 
in, such shares or any rights deriving from such shares on the part of 
any other person, including, but without limitation, a purchaser, 
assignee, or transferee, unless and until such other person becomes the 
holder of record of such shares, whether or not the Company shall have 
either actual or constructive notice of the interest of such other 
person.  

     SECTION 2.3     SHAREHOLDER'S CHANGE OF NAME OR ADDRESS.   Each 
shareholder shall promptly notify the secretary of the Company, at its 
principal business office, by written notice sent by certified mail, 

                                  

return receipt requested, of any change in name or address of the 
shareholder from that as it appears upon the official list of 
shareholders of record of the Company.  The secretary of the Company 
shall then enter such changes into all affected Company records, 
including, but not limited to, the official list of shareholders of 
record.  

     SECTION 2.4     TRANSFER OF STOCK.  The shares represented by any 
certificate of the Company are transferable only on the books of the 
Company by the holder of record thereof or by his duly authorized 
attorney or legal representative upon surrender of the certificate for 
such shares, properly endorsed or assigned.  The board of directors may 
make such rules and regulations concerning the issue, transfer, 
registration and replacement of certificates as they deem desirable or 
necessary. 

     SECTION 2.5     TRANSFER AGENT AND REGISTRAR.  The board of directors 
may appoint one or more transfer agents or registrars of the shares, or 
both, and may require all share certificates to bear the signature of a 
transfer agent or registrar, or both. 

     SECTION 2.6     LOST, STOLEN OR DESTROYED CERTIFICATES.  The Company 
may issue a new certificate for shares of stock in the place of any 
certificate theretofore issued and alleged to have been lost, stolen or 
destroyed, but the board of directors may require the owner of such 
lost, stolen or destroyed certificate, or his legal representative, to 
furnish an affidavit as to such loss, theft, or destruction and to give 
a bond in such form and substance, and with such surety or sureties, 
with fixed or open penalty, as the board may direct, in order to 
indemnify the Company and its transfer agents and registrars, if any, 
against any claim that may be made on account of the alleged loss, theft 
or destruction of such certificate.  

     SECTION 2.7     FRACTIONAL SHARES.  Only whole shares of the stock of 
the Company shall be issued.  In case of any transaction by reason of 
which a fractional share might otherwise be issued, the directors, or 
the officers in the exercise of powers delegated by the directors, shall 
take such measures consistent with the law, the articles of 
incorporation and these bylaws, including (for example, and not by way 
of limitation) the payment in cash of an amount equal to the fair value 
of any fractional share, as they may deem proper to avoid the issuance 
of any fractional share.  
 
                              ARTICLE III

                           THE SHAREHOLDERS

     SECTION 3.1     ANNUAL MEETING.  Commencing in the calendar year 1999, 
the annual meeting of the shareholders, for the election of directors 
and for the transaction of such other business as may properly come 
before the meeting, shall be held at the principal office of the 
Company, at 9:00 a.m. local time, on April 15 of each year (unless such 
day is a legal holiday, in which case such meeting shall be held at such 
hour on the first day thereafter which is not a legal holiday); or at 
such other place and time as may be designated by the board of 
directors.  Failure to hold any annual meeting or meetings shall not 
work a forfeiture or dissolution of the Company. 

     SECTION 3.2     SPECIAL MEETINGS.  Except as otherwise provided by law 
or by the articles of incorporation, special meetings of the 
shareholders may be called by the chairman of the board of directors, 
the president, any one of the directors, or the holders of at least ten 
percent of all the shares having voting power at such meeting, and shall 
be held at the principal office of the Company or at such other place, 
and at such time, as may be stated in the notice calling such meeting.  
The record date for determining shareholders entitled to call a special 
meeting is the date on which the first shareholder signs the notice of 

                                  -2-

that meeting.  Business transacted at any special meeting of 
shareholders shall be limited to the purpose stated in the notice of 
such meeting given in accordance with the terms of Section 3.3. 

     SECTION 3.3     NOTICE OF MEETINGS-WAIVER.  Written or printed notice 
of each meeting of shareholders, stating the place, day and hour of any 
meeting and, in case of a special shareholders' meeting, the purpose or 
purposes for which the meeting is called, shall be delivered not less 
than ten nor more than sixty days before the date of such meeting, 
either personally or by mail, by or at the direction of the president, 
the secretary, or the persons calling the meeting, to each shareholder 
of record entitled to vote at such meeting.  If mailed, such notice 
shall be deemed to be delivered when deposited in the United States mail 
addressed to the shareholder at his address as it appears on the stock 
transfer books of the Company, with postage thereon prepaid.  Such 
further or earlier notice shall be given as may be required by law.  The 
signing by a shareholder of a written waiver of notice of any 
shareholders' meeting, whether before or after the time stated in such 
waiver, shall be equivalent to the receiving by him of all notice 
required to be given with respect to such meeting.  Attendance by a 
shareholder, whether in person or by proxy, at a shareholders' meeting 
shall constitute a waiver of notice of such meeting.  No notice of any 
adjournment of any meeting shall be required.  

     SECTION 3.4     DISCHARGE OF NOTICE REQUIREMENT.  The notice provided 
for in Section 3.3 of these bylaws is not required to be given to any 
shareholder if either notice of two consecutive annual meetings and all 
notices of meetings held during the period between such annual meetings 
or all payments (but in no event less than two payments) of 
distributions or interest on securities, during a 12-month period, have 
been sent by first class mail, to such shareholder, addressed to the 
address as shown on the records of the Company and have been returned 
undeliverable.  Any action or meeting taken or held without notice to 
such a shareholder shall have the same force and effect as if the notice 
had been duly given and any articles or document filed with the 
Secretary of State pursuant to action taken may state that notice was 
duly given to all persons to whom notice was required to be given.  The 
requirement that notice be given to such a shareholder shall be 
reinstated if such shareholder delivers to the Company a written notice 
setting forth his then current address. 

     SECTION 3.5.  CLOSING OF TRANSFER BOOKS AND FIXING RECORD 
DATE.  For the purpose of determining shareholders entitled to notice 
of, or to vote at, any meeting of shareholders or any adjournment 
thereof, or shareholders entitled to receive a distribution by the 
Company (other than a distribution involving a purchase or redemption by 
the Company of any of its own shares) or a share dividend, or in order 
to make a determination of shareholders for any other proper purpose, 
the board of directors of the Company may provide that the stock 
transfer books shall be closed for a stated period in no case to exceed 
sixty days.  If the stock transfer books shall be closed for the purpose 
of determining shareholders entitled to notice of or to vote at a 
meeting of shareholders, such books shall be closed for at least the ten 
days immediately preceding such meeting.  In lieu of closing the stock 
transfer books, the board of directors may fix in advance a date as the 
record date for any such determination of shareholders, such date in no 
case to be more than sixty days nor, in the case of a meeting of 
shareholders, less than ten days prior to the date on which the 
particular action requiring such determination of shareholders is to be 
taken.  If the stock transfer books are not closed and no record date is 
fixed for the determination of shareholders entitled to notice of or to 
vote at a meeting of shareholders, or shareholders entitled to receive a 
distribution (other than a distribution involving a purchase or 
redemption by the corporation of any of its own shares) or a share 
dividend, the date on which notice of the meeting is mailed or the date 

                                  -3-

on which the resolution of the board of directors declaring such 
distribution or share dividend is adopted, as the case may be, shall be 
the record date of such determination of shareholders.  When a 
determination of shareholders entitled to vote at any meeting of 
shareholders has been made, as provided in this Section, such 
determination shall apply to any adjournment thereof except where the 
determination has been made through the closing of stock transfer books 
and the stated period of closing has expired. 

     SECTION 3.6     DISTRIBUTIONS AND SHARE OWNERSHIP AS OF RECORD 
DATE.  Distributions of cash, tangible property or intangible property 
made or payable by the Company, whether in liquidation or from earnings, 
profits, assets or capital, including all distributions that were 
payable but not paid to the registered owner of the shares, his heirs, 
successors or assigns but that are now being held in suspense by the 
Company or that were paid or delivered by it into an escrow account or 
to a trustee or custodian, shall be payable by the Company, escrow 
agent, trustee or custodian to the person registered as owner of the 
shares in the Company's stock transfer books as of the record date 
determined for that distribution, as provided in Section 3.5 of these 
bylaws, his heirs, successors or assigns.  The person in whose name the 
shares are or were registered in the stock transfer books of the Company 
as of the record date shall be deemed to be the owner of the shares 
registered in his name at that time.  

     SECTION 3.7     VOTING LIST.  The officer or agent having charge of the 
stock transfer books for shares of the Company shall make, at least ten 
days before each meeting of shareholders, a complete list of the 
shareholders entitled to vote at such meeting or any adjournment 
thereof, arranged in alphabetical order, with the address of and the 
number of shares held by each, which list, for a period of ten days 
prior to such meeting, shall be kept on file at the registered office of 
the Company and shall be subject to lawful inspection by any shareholder 
at any time during the usual business hours.  Such list shall also be 
produced and kept open at the time and place of the meeting and shall be 
subject to the inspection of any shareholder during the whole time of 
the meeting.  Failure to comply with this Section shall not affect the 
validity of any action taken at such meeting.

     SECTION 3.8     QUORUM AND OFFICERS.  Except as otherwise provided by 
law, by the articles of incorporation or by these bylaws, the holders of 
a majority of the shares of each class issued and outstanding and 
entitled to vote and represented in person or by proxy shall constitute 
a quorum at a meeting of shareholders, but the shareholders present at 
any meeting, although representing less than a quorum, may from time to 
time adjourn the meeting to some other day and hour, without notice 
other than announcement at the meeting.  The shareholders present at a 
duly organized meeting may continue to transact business until 
adjournment, notwithstanding the withdrawal of enough shareholders to 
leave less than a quorum.  The vote of the holders of a majority of the 
shares of each class entitled to vote and thus represented at a meeting 
at which a quorum is present shall be the act of the shareholders' 
meeting, unless the vote of a greater number is required by law.  The 
chairman of the board shall preside at, and the secretary shall keep the 
records of, each meeting of shareholders, and in the absence of either 
such officer, his duties shall be performed by any other officer 
authorized by these bylaws or any person appointed by resolution duly 
adopted at the meeting.  

     SECTION 3.9     PROXIES.  A shareholder may vote either in person or by 
proxy executed in writing by the shareholder, or by his duly authorized 
attorney-in-fact.  No proxy shall be valid after eleven (11) months from 
the date of its execution unless otherwise provided in the proxy.  A 
proxy shall be revocable unless the proxy form conspicuously states that 
the proxy is irrevocable and the proxy is coupled with an interest.  

                                  -4-

     SECTION 3.10     BALLOTING.  Upon the demand of any shareholder, 
the vote upon any question before the meeting shall be by ballot.  At 
each meeting inspectors of election may be appointed by the presiding 
officer of the meeting, and at any meeting for the election of 
directors, inspectors shall be so appointed on the demand of any 
shareholder present or represented by proxy and entitled to vote in such 
election of directors.  No director or candidate for the office of 
director shall be appointed as such inspector.  The number of votes cast 
by shares in the election of directors shall be recorded in the minutes. 

     SECTION 3.11     VOTING RIGHTS, PROHIBITION OF CUMULATIVE VOTING 
FOR DIRECTORS.  Except to the extent the articles of incorporation or 
the laws of the State of Texas provide otherwise, each outstanding share 
shall be entitled to one (1) vote upon each matter submitted to a vote 
at a meeting of shareholders.  No shareholder shall have the right to 
cumulate his votes for the election of directors but each share shall be 
entitled to one vote in the election of each director except to the 
extent the articles of incorporation or the laws of the State of Texas 
provide otherwise.  In the case of any contested election for any 
directorship, the candidate for such position receiving a plurality of 
the votes cast in such election shall be elected to such position. 

     SECTION 3.12     RECORD OF SHAREHOLDERS.  The Company shall keep at 
its principal business office, or the office of its transfer agents or 
registrars, a record of its shareholders, giving the names and addresses 
of all shareholders and the number and class of the shares held by each. 

     SECTION 3.13     ACTION WITHOUT MEETING.  Unless otherwise 
permitted by the articles of incorporation of the Company, any action 
required by statute to be taken at a meeting of the shareholders of the 
Company, or any action which may be taken at a meeting of the 
shareholders, may be taken without a meeting, without prior notice and 
without a vote if a consent or consents in writing, setting forth the 
action so taken, shall be signed by the holder or holders of shares 
having not less than the minimum number of votes that would be necessary 
to take such action at a meeting at which all shares entitled to vote on 
the action were present and voted.  Any such signed consent, or a signed 
copy thereof, shall be placed in the minute book of the Company.  All 
notices with respect to such consent required by the applicable statute 
shall be sent by the Company in a timely manner. 

                               ARTICLE IV

                        The Board of Directors

     SECTION 4.1     NUMBER, QUALIFICATIONS AND TERM.  The business and 
affairs of the Company shall be managed and controlled by the board of 
directors; and, subject to any restrictions imposed by law, by the 
articles of incorporation, or by these bylaws, the board of directors 
may exercise all the powers of the Company.  The number of directors 
which shall constitute the whole board shall be not less than one (1) 
and not more than nine (9).  Within the foregoing limits, the number of 
directors shall be determined from time to time by resolution of the 
shareholders.  The initial number of directors shall be seven (7), and 
such number may be increased or decreased by a majority of the entire 
board of directors, provided that no decrease shall effect a shortening 
of the term of any incumbent director.  The board of directors shall be 
divided into three classes, as nearly as equal in number as possible.  
At each annual meeting of shareholders following the initial 
classification and election at the 1999 annual meeting of shareholders, 
directors elected to succeed those directors whose terms expire shall 
hold office, unless removed in accordance with Section 4.2 of these 

                                  -5-

bylaws, until the third succeeding annual meeting of shareholders after 
their election and until their successor shall have been duly elected 
and qualified.  Directors need not be residents of Texas or shareholders 
of the Company absent provision to the contrary in the articles of 
incorporation or laws of the State of Texas.  Except as otherwise 
provided in Section 4.3 of these bylaws, each position on the board of 
directors shall be filled by election at the annual meeting of 
shareholders as provided in this Section 4.1.  Any such election shall 
be conducted in accordance with Section 3.11 of these bylaws.

     SECTION 4.2     REMOVAL.  Any director or the entire board of directors 
may be removed from office, with or without cause, at any special 
meeting of shareholders by the affirmative vote of a majority of the 
shares of the shareholders present in person or by proxy and entitled to 
vote at such meeting, if notice of the intention to act upon such matter 
shall have been given in the notice calling such meeting.  If the notice 
calling such meeting shall have so provided, the vacancy caused by such 
removal may be filled at such meeting by the affirmative vote of a 
majority in number of the shares of the shareholders present in person 
or by proxy and entitled to vote. 

     SECTION 4.3     VACANCIES.  Any vacancy occurring in the board of 
directors may be filled by the vote of a majority of the remaining 
directors, even if such remaining directors comprise less than a quorum 
of the board of directors.  A director elected to fill a vacancy shall 
be elected for the unexpired term of his predecessor in office.  Any 
position on the board of directors to be filled by reason of an increase 
in the number of directors shall be filled by the vote of a majority of 
the directors, election at an annual meeting of the shareholders, or at 
a special meeting of shareholders duly called for such purpose.

     SECTION 4.4     REGULAR MEETINGS.  Regular meetings of the board of 
directors shall be held immediately following each annual meeting of 
shareholders, at the place of such meeting, and at such other times and 
places as the board of directors shall determine. No notice of any kind 
of such regular meetings needs to be given to either old or new members 
of the board of directors. 

     SECTION 4.5     SPECIAL MEETINGS.  Special meetings of the board of 
directors shall be held at any time by call of the chairman of the 
board, the president, the secretary or any of the directors.  The 
secretary shall give notice of each special meeting to each director at 
his usual business or residence address by mail at least three days 
before the meeting or in person or by facsimile or telephone at least 
one day before such meeting.  If mailed, such notice shall be deemed to 
be delivered when deposited in the United States mail with postage 
thereon prepaid.  Except as otherwise provided by law, by the articles 
of incorporation, or by these bylaws, such notice need not specify the 
business to be transacted at, or the purpose of, such meeting.  No 
notice shall be necessary for any adjournment of any meeting.  The 
signing of a written waiver of notice of any special meeting by the 
person or persons entitled to such notice, whether before or after the 
time stated therein, shall be equivalent to the receiving of such 
notice.  Attendance of a director at a meeting shall also constitute a 
waiver of notice of such meeting, except where a director attends a 
meeting for the express and announced purpose of objecting to the 
transaction of any business on the ground that the meeting is not 
lawfully called or convened. 

     SECTION 4.6     QUORUM.  A majority of the number of directors fixed by 
these bylaws shall constitute a quorum for the transaction of business 
and the act of not less than a majority of such quorum of the directors 
shall be required in order to constitute the act of the board of 
directors, unless the act of a greater number shall be required by law, 
by the articles of incorporation or by these bylaws.  

                                 -6-

     SECTION 4.7     PROCEDURE AT MEETINGS.  In the event the board of 
directors consist of more than one director, the board of directors, at 
each regular meeting held immediately following the annual meeting of 
shareholders, shall appoint one of their number as chairman of the board 
of directors.  Failure to designate a chairman of the board shall be 
deemed a designation of the president to perform the functions of the 
chairman of the board.  The chairman of the board shall preside at 
meetings of the board.  In his absence at any meeting, any officer 
authorized by these bylaws or any member of the board selected by the 
members present shall preside.  The secretary of the Company shall act 
as secretary at all meetings of the board.  In his absence, the 
presiding officer of the meeting may designate any person to act as 
secretary.  At meetings of the board of directors, the business shall be 
transacted in such order as the board may from time to time determine. 

     SECTION 4.8     PRESUMPTION OF ASSENT.  Any director of the Company who 
is present at a meeting of the board of directors at which action on any 
corporate matter is taken shall be presumed to have assented to the 
action taken unless his dissent shall be entered in the minutes of the 
meeting or unless he shall file his written dissent to such action with 
the person acting as the secretary of the meeting before the adjournment 
thereof or shall forward such dissent by registered mail to the 
secretary of the Company immediately after the adjournment of the 
meeting.  Such right to dissent shall not apply to a director who voted 
in favor of such action.  

     SECTION 4.9     ACTION WITHOUT A MEETING.  Any action required by 
statute to be taken at a meeting of the directors of the Company, or 
which may be taken at such meeting, may be taken without a meeting if a 
consent in writing, setting forth the action so taken, shall be signed 
by each director entitled to vote at such meeting, and such consent 
shall have the same force and effect as a unanimous vote of the 
directors.  Such signed consent, or a signed copy thereof, shall be 
placed in the minute book of the Company.  

     SECTION 4.10     COMPENSATION.  Directors as such shall not receive 
any stated salary for their service, but by resolution of the board of 
directors, a fixed sum and reimbursement for reasonable expenses of 
attendance, if any, may be allowed for attendance at each regular or 
special meeting of the board of directors or at any meeting of the 
executive committee of directors, if any, to which such director may be 
elected in accordance with the following Section 4.11; but nothing 
herein shall preclude any director from serving the Company in any other 
capacity or receiving compensation therefor. 

     SECTION 4.11     EXECUTIVE COMMITTEE.  The board of directors, by 
resolution adopted by a majority of the full board of directors, may 
designate an executive committee, which committee shall consist of one 
or more of the directors of the Company.  Such executive committee may 
exercise such authority of the board of directors in the business and 
affairs of the Company as the board of directors may, by resolution duly 
adopted, delegate to it except as prohibited by law.  The designation of 
such committee and the delegation thereto of authority shall not operate 
to relieve the board of directors, or any member thereof, of any 
responsibility imposed upon it or him by law.  Any member of the 
executive committee may be removed by the board of directors.  The 
executive committee shall keep regular minutes of its proceedings and 
report the same to the board of directors when required.  The minutes of 
the proceedings of the executive committee shall be placed in the minute 

                                  -7-

book of the Company.  Members of the executive committee shall receive 
such compensation as may be approved by the board of directors and will 
be reimbursed for reasonable expenses actually incurred by reason of 
membership on the executive committee.  

     SECTION 4.12     OTHER COMMITTEES.  The board of directors, by 
resolution adopted by a majority of the full board of directors, may 
appoint one or more committees of one or more directors each.  Such 
committees may exercise such authority of the board of directors in the 
business and affairs of the Company as the board of directors may, by 
resolution duly adopted, delegate, except as prohibited by law.  The 
designation of any committee and the delegation thereto of authority 
shall not operate to relieve the board of directors, or any member 
thereof, of any responsibility imposed on it or him by law.  Any member 
of a committee may be removed at any time by the board of directors.  
Members of any such committees shall receive such compensation as may be 
approved by the board of directors and will be reimbursed for reasonable 
expenses actually incurred by reason of membership on a committee.  

     SECTION 4.13     AMENDMENTS TO ARTICLE IV.  Notwithstanding 
anything to the contrary contained in these bylaws, no amendment, repeal 
or provision inconsistent with the provisions of Sections 4.1, 4.2 or 
4.3 shall be adopted unless it is approved by the vote of two-thirds of 
the shares of the Company entitled to vote.

                               ARTICLE V

                               Officers

     SECTION 5.1     NUMBER.  The officers of the Company shall consist of a 
president and a secretary; and, in addition, such other officers and 
assistant officers and agents as may be deemed necessary or desirable.  
Officers shall be elected or appointed by the board of directors.  Any 
two or more offices may be held by the same person.  In its discretion, 
the board of directors may leave unfilled any office except those of 
president and secretary.  

     SECTION 5.2     ELECTION; TERM; QUALIFICATION.  Officers shall be 
chosen by the board of directors annually at the meeting of the board of 
directors following the annual shareholders' meeting.  Each officer 
shall hold office until his successor has been chosen and qualified, or 
until his death, resignation, or removal.  

     SECTION 5.3     REMOVAL.  Any officer or agent elected or appointed by 
the board of directors may be removed by the board of directors whenever 
in its judgment the best interests of the Company will be served 
thereby, but such removal shall be without prejudice to the contract 
rights, if any, of the person so removed.  Election or appointment of an 
officer or agent shall not of itself create any contract rights.  

     SECTION 5.4     VACANCIES.  Any vacancy in any office for any cause may 
be filled by the board of directors at any meeting.

     SECTION 5.5     DUTIES.  The officers of the Company shall have such 
powers and duties, except as modified by the board of directors, as 
generally pertain to their offices, respectively, as well as such powers 
and duties as from time to time shall be conferred by the board of 
directors and by these bylaws.  

     SECTION 5.6     THE PRESIDENT.  The president shall have general 
direction of the affairs of the Company and general supervision over its 
several officers, subject however, to the control of the board of 
directors.  He shall at each annual meeting, and from time to time, 

                                   -8-

report to the shareholders and to the board of directors all matters 
within his knowledge which, in his opinion, the interest of the Company 
may require to be brought to the notice of such persons.  He may sign, 
with the secretary or an assistant secretary, any or all certificates of 
stock of the Company.  He shall preside at all meetings of the 
shareholders, shall sign and execute in the name of the Company (i) all 
contracts or other instruments authorized by the board of directors, and 
(ii) all contracts or instruments in the usual and regular course of 
business, pursuant to Section 6.2 hereof, except in cases when the 
signing and execution thereof shall be expressly delegated or permitted 
by the board or by these bylaws to some other officer or agent of the 
Company; and, in general, shall perform all duties incident to the 
office of president, and such other duties as from time to time may be 
assigned to him by the board of directors or as are prescribed by these 
bylaws. 

     SECTION 5.7     THE VICE PRESIDENTS.  At the request of the president, 
or in his absence or disability, the vice presidents, in the order of 
their election, shall perform the duties of the president, and, when so 
acting, shall have all the powers of, and be subject to all restrictions 
upon, the president.  Any action taken by a vice president in the 
performance of the duties of the president shall be conclusive evidence 
of the absence or inability to act of the president at the time such 
action was taken.  The vice presidents shall perform such other duties 
as may, from time to time, be assigned to them by the board of directors 
or the president.  A vice president may sign, with the secretary or an 
assistant secretary, certificates of stock of the Company.  

     SECTION 5.8     SECRETARY.  The secretary shall keep the minutes of all 
meetings of the shareholders, of the board of directors, and of the 
executive committee, if any, of the board of directors, in one or more 
books provided for such purpose and shall see that all notices are duly 
given in accordance with the provisions of these bylaws or as required 
by law.  He shall be custodian of the corporate records and of the seal 
(if any) of the Company and see, if the Company has a seal, that the 
seal of the Company is affixed to all documents the execution of which 
on behalf of the Company under its seal is duly authorized; shall have 
general charge of the stock certificate books, transfer books and stock 
ledgers, and such other books and papers of the Company as the board of 
directors may direct, all of which shall, at all reasonable times, be 
open to the examination of any director, upon application at the office 
of the Company during business hours; and in general shall perform all 
duties and exercise all powers incident to the office of the secretary 
and such other duties and powers as the board of directors or the 
president from time to time may assign to or confer on him.  

     SECTION 5.9     TREASURER.  The treasurer shall keep complete and 
accurate records of account, showing at all times the financial 
condition of the Company.  He shall be the legal custodian of all money, 
notes, securities and other valuables which may from time to time come 
into the possession of the Company.  He shall furnish at meetings of the 
board of directors, or whenever requested, a statement of the financial 
condition of the Company, and shall perform such other duties as these 
bylaws may require or the board of directors may prescribe.  

     SECTION 5.10.  ASSISTANT OFFICERS.  Any assistant secretary or 
assistant treasurer appointed by the board of directors shall have power 
to perform, and shall perform, all duties incumbent upon the secretary 
or treasurer of the Company, respectively, subject to the general 
direction of such respective officers, and shall perform such other 
duties as these bylaws may require or the board of directors may 
prescribe.  

     SECTION 5.11     SALARIES.  The salaries or other compensation of 
the officers shall be fixed from time to time by the board of directors.  
No officer shall be prevented from receiving such salary or other 
compensation by reason of the fact that he is also a director of the 
Company.  

                                 -9-

     SECTION 5.12     BONDS OF OFFICERS.  The board of directors may 
secure the fidelity of any officer of the Company by bond or otherwise, 
on such terms and with such surety or sureties, conditions, penalties or 
securities as shall be deemed proper by the board of directors.  

     SECTION 5.13     DELEGATION.  The board of directors may delegate 
temporarily the powers and duties of any officer of the Company, in case 
of his absence or for any other reason, to any other officer, and may 
authorize the delegation by any officer of the Company of any of his 
powers and duties to any agent or employee, subject to the general 
supervision of such officer.  

                               ARTICLE VI

                             MISCELLANEOUS

     SECTION 6.1     DISTRIBUTIONS.  Distributions, subject to the 
provisions of the articles of incorporation and to limitations set forth 
by law, if any, may be declared by the board of directors at any regular 
or special meeting.  Distributions may be in the form of a dividend, 
including a share dividend, a purchase or redemption by the Company, 
directly or indirectly, of any of its own shares or a payment by the 
Company in liquidation of all or a portion of its assets.  A 
distribution may not be made if it would render the Company insolvent or 
if it exceeds the surplus of the Company, except as otherwise allowed by 
law.

     Subject to limitations upon the authority of the board of 
directors imposed by law or by the articles of incorporation, the 
declaration of and provision for payment of dividends shall be at the 
discretion of the board of directors.  

     SECTION 6.2.  CONTRACTS.  The president shall have the power and 
authority to execute, on behalf of the Company, contracts or instruments 
in the usual and regular course of business, and in addition the board 
of directors may authorize any officer or officers, agent or agents, of 
the Company to enter into any contract or execute and deliver any 
instrument in the name of and on behalf of the Company, and such 
authority may be general or confined to specific instances.  Unless so 
authorized by the board of directors or by these bylaws, no officer, 
agent or employee shall have any power or authority to bind the Company 
by any contract or engagement, or to pledge its credit or to render it 
pecuniarily liable for any purpose or in any amount.  

     SECTION 6.3     CHECKS, DRAFTS, ETC.  All checks, drafts, or other 
orders for the payment of money, notes, or other evidences of 
indebtedness issued in the name of the Company shall be signed by such 
officers or employees of the Company as shall from time to time be 
authorized pursuant to these bylaws or by resolution of the board of 
directors.  

     SECTION 6.4.  DEPOSITORIES.  All funds of the Company shall be 
deposited from time to time to the credit of the Company in such banks 
or other depositories as the board of directors may from time to time 
designate, and upon such terms and conditions as shall be fixed by the 
board of directors.  The board of directors may from time to time 
authorize the opening and maintaining within any such depository as it 
may designate, of general and special accounts, and may make such 
special rules and regulations with respect thereto as it may deem 
expedient.  

                                  -10-

     SECTION 6.5     ENDORSEMENT OF STOCK CERTIFICATES.  Subject to the 
specific directions of the board of directors, any share or shares of 
stock issued by any corporation and owned by the Company, including 
reacquired shares of the Company's own stock, may, for sale or transfer, 
be endorsed in the name of the Company by the president or any vice 
president; and such endorsement may be attested or witnessed by the 
secretary or any assistant secretary either with or without the affixing 
thereto of the corporate seal.

     SECTION 6.6     CORPORATE SEAL.  The corporate seal, if any, shall be 
in such form as the board of directors shall approve, and such seal, or 
a facsimile thereof, may be impressed on, affixed to, or in any manner 
reproduced upon, instruments of any nature required to be executed by 
officers of the Company.  

     SECTION 6.7     FISCAL YEAR.  The fiscal year of the Company shall 
begin and end on such dates as the board of directors at any time shall 
determine.  

     SECTION 6.8     BOOKS AND RECORDS.  The Company shall keep correct and 
complete books and records of account and shall keep minutes of the 
proceedings of its shareholders and board of directors, and shall keep 
at its registered office or principal place of business, or at the 
office of its transfer agent or registrar, a record of its shareholders, 
giving the names and addresses of all shareholders and the number and 
class of the shares held by each.  

     SECTION 6.9     RESIGNATIONS.  Any director or officer may resign at 
any time.  Such resignations shall be made in writing and shall take 
effect at the time specified therein, or, if no time is specified, at 
the time of its receipt by the president or secretary.  The acceptance 
of a resignation shall not be necessary to make it effective, unless 
expressly so provided in the resignation.  

     SECTION 6.10     INDEMNIFICATION OF OFFICERS AND DIRECTORS.  The 
Company shall indemnify to the full extent allowed by law any person who 
was or is a party or is threatened to be made a party to any threatened, 
pending, or completed action, suit, or proceeding, whether civil, 
criminal, administrative, arbitrative, or investigative, any appeal in 
such an action, suit, or proceeding, and any inquiry or investigation 
that could lead to such an action, suit or proceeding by reason of the 
fact that he is or was a director, officer, employee, or agent of the 
Company, or is or was serving at the request of the Company as a 
director, officer, employee, partner, venturer, proprietor, trustee, 
agent, or similar functionary of another corporation, partnership, joint 
venture, trust, other enterprise, or employee benefit plan.  This 
indemnification shall, to the extent permitted by law, be against 
judgments, penalties, fines, settlements and reasonable expenses 
actually incurred in connection with such investigation, action, suit or 
proceeding but if the person is found liable to the Company or is found 
liable on the basis that personal benefit was improperly received by the 
person, indemnification shall be limited to reasonable expenses actually 
incurred by the person in connection with the proceeding and shall not 
be made in respect of any proceedings in which the person shall have 
been found liable for willful or intentional misconduct in the 
performance of his duty to the Company.  A person acting in his official 
capacity as a director of the Company must have conducted himself in 
good faith and reasonably believed his actions to have been in the 
Company's best interests.  A person acting in any other capacity must 
have conducted himself in good faith and reasonably have believed his 
actions were not opposed to the Company's best interests.  In the case 
of any criminal proceeding, indemnification requires that the person 
indemnified have had no reasonable cause to believe his conduct was 
unlawful.  

                                 -11-

     Any indemnification under this Section shall be made by the 
Company only as authorized in the specific case upon a determination 
that indemnification is proper because the director, officer, employee 
or agent has met the applicable standard of conduct as set forth in the 
laws of the State of Texas, and the amount of indemnification (before or 
after termination of the proceedings) shall be made only as set forth in 
the laws of the State of Texas.  Such determinations shall be made as 
set forth in the laws of the State of Texas.  

     Any indemnification of or advance of expenses to any officer, 
director, employee, or agent of the Company shall be reported in writing 
to the shareholders with or before the notice or waiver of notice of the 
next shareholder's meeting or with or before the next submission to 
shareholders of a consent to action without a meeting pursuant to 
Section 3.13 hereof and, in any case, within the twelve-month period 
immediately following the date of the indemnification or advance.  

     Any right of indemnification granted by this Section 6.10 shall be 
in addition to and not in lieu of any other such right to which any 
director or officer of the Company may at any time be entitled under the 
law of the State of Texas; and if any indemnification which would 
otherwise be granted by this Section 6.10 shall be disallowed by any 
competent court or administrative body as illegal or against public 
policy, then any director or officer with respect to whom such 
adjudication was made, and any other officer or director, shall be 
indemnified to the fullest extent permitted by law and public policy, it 
being the express intent of the Company to indemnify its officers, 
directors, employees and agents to the fullest extent possible in 
conformity with these bylaws, all applicable laws, and public policy.  

     SECTION 6.11     INDEMNITY INSURANCE.  The Company may purchase and 
maintain insurance or another arrangement on behalf of a person who is 
or was a director, officer, employee or agent of the Company or who is 
or was serving at the request of the Company as a director, officer, 
partner, venturer, proprietor, trustee, employee, agent or similar 
functionary of another foreign or domestic corporation, partnership, 
joint venture, sole proprietorship, trust, employee benefit plan, or 
other enterprise, against any liability asserted against him and 
incurred by him in such capacity or arising out of his status as such a 
person, whether or not the Company would have the power to indemnify him 
against that liability under these bylaws or the laws of the State of 
Texas.  If the insurance or other arrangement is with a person or entity 
that is not regularly engaged in the business of providing insurance 
coverage, the insurance or arrangement may provide for payment of a 
liability with respect to which the Company would not have the power to 
indemnify the person only if the shareholders of the Company approve the 
inclusion of coverage for the additional liability.  

     SECTION 6.12     MEETINGS BY TELEPHONE.  Subject to the provisions 
required or permitted by these bylaws or the laws of the State of Texas 
for notice of meetings, shareholders, members of the board of directors, 
or members of any committee designated by the board of directors may 
participate in and hold any meeting required or permitted under these 
bylaws by telephone or similar communications equipment by means of 
which all persons participating in the meeting can hear each other.  
Participation in a meeting pursuant to this Section shall constitute 
presence in person at such a meeting, except where a person participates 
in the meeting for the express purpose of objecting to the transaction 
of any business on the ground that the meeting is not lawfully called or 
convened.  

                                  -12-

                              ARTICLE VII 

                              Amendments

     SECTION 7.1     AMENDMENTS.  These bylaws may be altered, amended, or 
repealed, or new bylaws may be adopted, by a majority of the board of 
directors at any duly held meeting of directors, (provided that notice 
of such proposed action shall have been contained in the notice of any 
such meeting,) unless the articles of incorporation or the laws of the 
State of Texas reserve the power exclusively to the shareholders in 
whole or in part, or the shareholders in amending, repealing or adopting 
a particular bylaw expressly provide that the board of directors may not 
amend or repeal that bylaw.  Unless the articles of incorporation or a 
bylaw adopted by the shareholders provides otherwise as to all or some 
portion of the Company's bylaws, the holders of a majority of the shares 
represented at any duly held meeting of the shareholders, provided that 
notice of such proposed action shall have been contained in the notice 
of any such meeting, may amend, repeal or adopt the Company's bylaws. 

                             ARTICLE VIII

                        SHAREHOLDERS' AGREEMENT

     SECTION 8.1  RESTRICTIONS ON CORPORATE ACTIONS.  For so long as 
the Bargo Group is entitled to nominate one or more persons to the Board 
of Directors of the Company as provided in the Shareholders' Agreement, 
dated August 14, 1998, among the Company, Bargo Energy Resources, Ltd., 
a Texas limited partnership ("Bargo"), and certain other shareholders of 
the Company ("Shareholders' Agreement"), without the approval of one of 
the directors nominated by the Bargo Group (which shall be in addition 
to any other corporate action required by the Articles of Incorporation 
of the Company, these Bylaws or by applicable law):

           (a)     The Company will not, and will not permit any Subsidiary 
thereof, in any manner to owe or be liable for Indebtedness except:

           (i)     the Obligations;

           (ii)     the Senior Credit Facility;

           (iii)     obligations under operating leases entered into in the 
ordinary course of the Company's or its Subsidiaries' business in arm's 
length transactions at competitive market rates under competitive terms 
and conditions in all respects;

           (iv)     Indebtedness owed by the Company or any Subsidiary 
thereof which is subordinated to the Obligations upon terms and 
conditions satisfactory to ECIC and EnCap LP in their sole and absolute 
discretion;

                                 -13-

           (v)     purchase money Indebtedness in an aggregate principal 
amount not to exceed $200,000 at any time, provided that the original 
principal amount of any such Indebtedness shall not be in excess of the 
purchase price of the asset acquired thereby and such Indebtedness shall 
be secured only by the acquired asset;

           (vi)     Indebtedness in the principal amount of approximately 
$20,000 owed to Bank One Texas on a workover rig; and

           (vii)     Indebtedness in the principal amount of approximately 
$20,000 owed to Sam Henderson.

           (b)     The Company will not, and will not permit its Subsidiaries 
to, merge or consolidate with or into any other business entity.  Any 
Subsidiary of the Company may, however, be merged into or consolidated 
with either the Company or another Subsidiary which is wholly-owned by 
the Company, so long as the Company or the Subsidiary wholly-owned by 
the Company is the surviving business entity.   The Company will not 
issue any securities other than shares of its common stock or any 
options or warrants giving the holders thereof only the right to acquire 
such shares.  No Subsidiary of the Company will issue any additional 
shares of its capital stock or other securities or any options, warrants 
or other rights to acquire such additional shares or other securities 
except to the Company.  No Subsidiary of the Company which is a 
partnership will allow any diminution of the Company's interest (direct 
or indirect) therein.

           (c)     The Company will not, and will not permit any Subsidiary to, 
sell, transfer, lease, exchange, alienate or dispose of any Collateral 
except:

           (i)     equipment which is worthless or obsolete or which is 
replaced by equipment of equal suitability and value;

           (ii)     inventory (including oil and gas sold as produced and 
seismic data) which is sold in the ordinary course of business on 
ordinary trade terms; or

           (iii)     other property which is sold for fair consideration not 
in the aggregate in excess of $500,000 in any Fiscal Year (commencing 
with Fiscal Year 1998).

           (d)     The Company will not, and will not permit any Subsidiary to, 
make any expenditure or commitment or incur any obligation or enter into 
or engage in any transaction except in the ordinary course of business 
(which ordinary course of business includes the acquisition, directly or 
indirectly, of oil and gas properties), engage directly or indirectly in 
any business or conduct any operations except in connection with or 
incidental to its present businesses and operations, make any 
acquisitions of or capital contributions to or other investments in any 
person, other than Permitted Investments, or make any significant 
acquisitions or investments in any properties other than oil and gas 
properties.

           (e)     The Company will not, and will not permit any of its 
Subsidiaries to, engage in any material transaction with any of its 
Affiliates on terms which are less favorable to it than those which 
would have been obtainable at the time in arms-length dealing with 
persons other than such Affiliates, provided that such restriction shall 
not apply to transactions among the Company and its wholly-owned 
Subsidiaries.

           (f)     The Company will not, and will not permit any of its 
Subsidiaries to, declare or make, or incur any liability to declare or 
make, any Restricted Payment.   

           (g)     The Company will not amend, whether by amendment, supplement 
or renewal, the terms of the Note Documents as they relate to the 
amortization of Indebtedness under such Note Documents, the principal 
amount of Indebtedness under such Note Documents or the interest or 
premium payable with respect to such Indebtedness.

     SECTION 8.2     DEFINITIONS.  As used in this Article VIII of the 
Bylaws, the following terms shall have the meanings set forth below:

                                 -14-

     "AFFILIATE" shall mean, when used with respect to another person, 
any person directly or indirectly controlling, controlled by or under 
common control with such other person.

     "AMENDED SECURITY DOCUMENTS" has the meaning set forth in the 
Renewal Note Agreement.

     "BARGO GROUP" has the meaning set forth in the Shareholders' 
Agreement.

     "COLLATERAL" has the meaning set forth in the Renewal Note 
Agreement.

     "ECIC" means Energy Capital Investment Company PLC, an English 
investment company.

     "ENCAP LP" means EnCap Equity 1994 Limited Partnership, a Texas 
limited partnership.

     "FISCAL YEAR" means the 12 month period ending December 31 of any 
year.

     "FURTHER RENEWAL NOTES" shall have the meaning set forth in the 
Renewal Note Agreement.

     "GAAP" means those generally accepted accounting principles and 
practices which are recognized as such by the Financial Accounting 
Standards Board (or generally recognized successor) and which, in the 
case of the Company and its consolidated subsidiaries, are applied for 
periods after the date hereof in a manner consistent with the manner in 
which such principles were applied prior to the date hereof.

     "INDEBTEDNESS" of any person means Liabilities in any of the 
following categories: (a) Liabilities for borrowed money; (b) 
Liabilities constituting an obligation to pay the deferred purchase 
price of property or services; (c) Liabilities evidenced by a bond, 
debenture, note or similar instrument; (d) Liabilities which would under 
GAAP be shown on such person's balance sheet as a liability, and is 
payable more than one year from the date of creation thereof (other than 
reserves for taxes and reserves for contingent obligations); (e) 
Liabilities arising under futures contracts, forward contracts, swap, 
cap or collar contracts, option contracts, hedging contracts, other 
derivative contracts, or similar agreements; (f) Liabilities 
constituting principal under leases capitalized in accordance with GAAP; 
(g) Liabilities arising under conditional sales or other title retention 
agreements; (h) Liabilities owing under direct or indirect guaranties of 
Liabilities of any other person or constituting obligations to purchase 
or acquire or to otherwise protect or insure a creditor against loss in 
respect of Liabilities of any other person (such as obligations under 
working capital maintenance agreements, agreements to keep-well, or 
agreements to purchase Liabilities, assets, goods, securities or 
services), but excluding endorsements in the ordinary course of business 
of negotiable instruments in the course of collection; (i) Liabilities 
(for example, repurchase agreements) consisting of an obligation to 
purchase securities or other property, if such Liabilities arise out of 
or in connection with the sale of the same or similar securities or 
property; (j) Liabilities with respect to letters of credit or 
applications or reimbursement agreements therefor; (k) Liabilities with 
respect to payments received in consideration of oil, gas, or other 
minerals yet to be acquired or produced at the time of payment 
(including obligations under "take-or-pay" contracts to deliver gas in 
return for payments already received and the undischarged balance of any 
production payment created by such person or for the creation of which 
such person directly or indirectly received payment), or (l) Liabilities 
with respect to other obligations to deliver goods or services in 
consideration of advance payments therefor; provided, however, that the 

                                  -15-

"Indebtedness" of any person shall not include Liabilities that were 
incurred by such person on ordinary trade terms to vendors, suppliers, 
or other persons providing goods and services for use by such person in 
the ordinary course of its business, unless and until such Liabilities 
are outstanding more than 90 days past the original invoice or billing 
date therefor.

     "LIABILITIES" shall mean, as to any person, all indebtedness, 
liabilities and obligations of such person, whether mature or unmatured, 
liquidated or unliquidated, primary or secondary, direct or absolute, 
fixed or contingent, and whether or not required to be considered 
pursuant to GAAP.

     "NOTE DOCUMENTS" shall mean the Renewal Note Agreement, the 
Further Renewal Notes and the Amended Security Documents as defined in 
the Renewal Note Agreement, and all other agreements, certificates, 
documents, commitments and writings at any time delivered in connection 
herewith or therewith.

     "OBLIGATIONS" shall mean all Liabilities owing ECIC and EnCap LP 
under or pursuant to the Renewal Note Agreement, the Further Renewal 
Notes or any of the other Note Documents.

     "PERMITTED INVESTMENT" shall mean any investment, loan, advance, 
guaranty or capital contribution by the Company or any Subsidiary in any 
of the following: (a) properties or assets to be used in the ordinary 
course of business of the Company and its Subsidiaries; (b) current 
assets arising from the sale of goods and services in the ordinary 
course of business of the Company and its Subsidiaries; (c) investments 
in one or more of the Company's Subsidiaries or in any person that 
concurrently with such investment becomes a Subsidiary; (d) any 
marketable obligation maturing not later than one year after the date of 
acquisition therefor, issued or guaranteed by the United States of 
America or by any agency of the United States of America which has the 
full faith and credit of the Untied States of America; (e) commercial 
paper which is given the highest rating by a credit rating agency of 
recognized national standing and maturing not more than 270 days from 
the date of creation thereof; and (f) any demand deposit or time deposit 
(including certificates of deposit and money market or sweep accounts) 
with a commercial bank or trust company organized and doing business 
under the laws of the United States of America or any state thereof 
which has capital, surplus and undivided profits of at least 
$250,000,000, provided that such deposit must be either payable on 
demand or mature not more than twelve months from the date of investment 
therein.

     "RENEWAL NOTE AGREEMENT" shall mean that certain Note 
Restructuring Agreement, dated August 14, 1998, among the Company, ECIC, 
EnCap LP and Gecko Booty 1994 Limited Partnership, a Texas limited 
partnership, as such agreement may be amended from time to time.

     "RESTRICTED PAYMENT" shall mean any Distribution (as defined 
below) in respect of  the Company or any Subsidiary thereof (other than 
on account of capital stock or other equity interests of a Subsidiary 
owned legally or beneficially by the Company or another Subsidiary), 
including any Distribution resulting in the acquisition by the Company 
of securities that would constitute treasury stock.  As used in this 
definition, "Distribution" shall mean, in respect of any corporation, 
partnership or other business entity (a) dividends or other 
distributions or payments on capital stock or other equity interest of 
such corporation, partnership or other business entity (except 
distributions in such stock or other equity interest) and (b) the 

                                 -16-

redemption or acquisition of such stock or other equity interests or of 
warrants, rights or other options to purchase such stock or other equity 
interests (except when solely in exchange for such stock or other equity 
interests).

     "SENIOR CREDIT FACILITY" has the meaning set forth in the Renewal 
Note Agreement.

     "SUBSIDIARY" shall mean with respect to any person, any 
corporation, association, partnership, joint venture, or other business 
or corporate entity, enterprise or organization which is directly or 
indirectly (through one or more intermediaries) controlled by or owned 
fifty percent or more by such person."

                                 -17-

                  CERTIFICATE BY SECRETARY

     The undersigned, being the secretary of BARGO ENERGY COMPANY, 
hereby certifies that the foregoing code of bylaws was duly adopted by 
the unanimous written consent of the directors of said corporation 
effective on January ___, 1999.  

     In Witness Whereof, I have signed this certification on this the 
___ day of _________________, 1999.  




          
                                         __________________ Secretary