SC 14D1/A

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                   _______________

                                    SCHEDULE 14D-1
                      Tender Offer Statement Pursuant to Section
                 14(d)(1) of the Securities and Exchange Act of 1934
                                  (Amendment No. 3)
                                   _______________

                               Maxus Energy Corporation
                              (Name of Subject Company)
                                   _______________

                                YPF Acquisition Corp.
                                       YPF S.A.
                                      (Bidders)
                                   _______________


                       Common Stock, Par Value $1.00 Per Share
                            (Title of Class of Securities)
                                   _______________

                                     577730 10 4
                        (CUSIP Number of Class of Securities)
                                   _______________

                                Mr. Jose A. Estenssoro
                             Avenida Roque Saenz Pena 777
                             1364 Buenos Aires, Argentina
                                   (54)(1) 329-2000

                                   with a copy to:

                               P. Dexter Peacock, Esq.
                                Andrews & Kurth L.L.P.
                              4200 Texas Commerce Tower
                                 Houston, Texas 77002
                                    (713) 220-4200

            (Names, Addresses and Telephone Numbers of Persons Authorized
             to Receive Notices and Communications on Behalf of Bidders)




                                  Page 1 of 3 pages
















          This Amendment No. 3 amends and supplements the Tender
Offer Statement on Schedule 14D-1 dated March 3, 1995 relating to
the offer by YPF Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of YPF Sociedad
Anonima, a sociedad anonima organized under the laws of the
Republic of Argentina ("YPF"), to purchase all outstanding shares
of common stock, par value $1.00 per share (the "Shares"), of
Maxus Energy Corporation (the "Company"), as follows:

Item 6 --  Interest in Securities of the Subject Company

          Item 6 of the Schedule 14D-1 is hereby amended by
adding the following information thereto:

               As of the Expiration Date, the Offer
          expired, as scheduled, in accordance with
          its terms.  The Purchaser has accepted for
          purchase all Shares validly tendered and not
          properly withdrawn prior to the Expiration
          Date.  Based on a preliminary estimate, as
          of the Expiration Date, stockholders of the
          Company had tendered approximately
          118,864,500 Shares (including approximately
          3,114,400 Shares subject to guarantee of
          delivery), which represent approximately
          87.6 percent of Shares outstanding.

Item 11 - Material to be Filed as Exhibits


               Item 11 is hereby amended and
          supplemented by the addition of the
          following, which is attached hereto as an
          Exhibit.

               (g)(3)  Press release, dated March 31, 1995.


















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                            SIGNATURE

          After due inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.

Dated:  March 31, 1995



                                   YPF S.A.



                                   By:  /s/ Jose A. Estenssoro
                                      ------------------------
                                       Name:  Jose A. Estenssoro
                                       Title:  President


                                   YPF Acquisition Corp.



                                   By:  /s/ Jose A. Estenssoro   
                                      ---------------------------
                                       Name:  Jose A. Estenssoro
                                       Title:  President



























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                                    EXHIBIT INDEX


          Exhibit             Exhibit Name
          -------             ------------


          (g)(3)              Press Release, dated March 31, 1995














































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EX-99.(G)(3)

                                                               Exhibit (g)(3)



["YPF" logo]
                                                YPF
                                                660 Madison Avenue, 20th Floor
                                                New York, New York 10021

Contacts:
New York -     Darial Sneed
               212 838-9400
               Florence Konkol

Buenos Aires - Jorge Estela
               (54) 1 329-2126
              




          YPF S.A. ANNOUNCES EXPIRATION OF TENDER OFFER
            AND NUMBER OF MAXUS ENERGY SHARES TENDERED



Buenos Aires, Argentina, March 31, 1995 -- YPF Sociedad Anonima
(NYSE:YPF) today announced that, as of Midnight, New York City
time, on Thursday, March 30, 1995, its cash offer for all
outstanding shares of common stock of Maxus Energy Corporation
(NYSE:MXS) expired, as scheduled, in accordance with its terms. 
YPF said that, through its subsidiary making the offer, it has
accepted for purchase all shares validly tendered and not
properly withdrawn prior to expiration of the offer.  Based on a
preliminary estimate, as of the expiration of the offer, Maxus
stockholders had tendered approximately 118,864,500 shares of
Maxus common stock to YPF (including approximately 3,114,400
shares subject to guarantee of delivery), which represent
approximately 87.6 percent of Maxus common stock outstanding.

YPF said that it anticipates that payment for shares will be made
next week.

YPF also announced that it expects, following a special meeting
of stockholders in May, to consummate its acquisition of the
entire common equity interest in Maxus, in a merger providing for
non-tendering holders to receive the same cash price per share as
provided in the tender offer.


























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