UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                               (Amendment No.1)*

                            GOTHIC ENERGY CORPORATION
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  COMMON STOCK
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    383482106
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




Cusip No. 383482106                       13G/A                Page 2 of 5 Pages


1.  NAME OF REPORTING PERSON
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    CROFT-LEOMINSTER, INC. 52-1603329



2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                    (a)
                                                                         (b)

3.  SEC USE ONLY


4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    BALTIMORE, MD USA


NUMBER OF                5.  SOLE VOTING POWER                         199,200
SHARES
BENEFICIALLY             6.  SHARED VOTING POWER
OWNED BY
EACH                     7.  SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH                     8.  SHARED DISPOSITIVE POWER

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    199,200 SHARES


10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    1.22%


12. TYPE OF REPORTING PERSON*

    IA







Cusip No.383482106                           13G/A             Page 3 of 5 Pages

Schedule 13G Additional Information

Item #
1. (a)  Name of Issuer:

        GOTHIC ENERGY CORPORATION


   (b)  Address of Issuer's Principal Executive Offices:

        5727 SOUTH LEWIS AVENUE, #700, TULSA, OK 74105


2. (a)  Name of Person Filing:

        CROFT-LEOMINSTER, INC.



   (b)  Address of Principal Business Office for Each of the Above:

        CANTON HOUSE, 300 WATER STREET, BALTIMORE, MD 21202




   (c)  Citizenship:

        BALTIMORE, MD USA



   (d)  Title of  Class of  Securities:

        COMMON STOCK



   (e)  CUSIP Number:

        383482106



3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b).  The
   person filing is a:





4. Ownership:
   (a) Amount Beneficially Owned:                             199,200 SHARES
   (b) Percent of Class:                                                 1.22%
   (c) Number of shares as to which such person has:
         (i)   sole power to vote or to direct the vote      199,200 SHARES
         (ii)  shared power to vote or to direct the vote
         (iii) sole power to dispose or to direct the disposition of
         (iv)  shared power to dispose or to direct the disposition of


5.  Ownership of Five Percent or Less of a Class:


6.  Ownership of More than Five Percent on Behalf of Another Person:


7.  Subsidiary




Cusip No. 383482106                         13G/A              Page 4 of 5 Pages




8.  Identification and Classification of Members of the Group:


9.  Notice of Dissolution of  Group:


10. Certification:

     By signing below I certify that, to the best of my knowledge and belief,
     the securities referred to above were acquired in the ordinary course of
     business and were not acquired for the purpose of and do not have the
     effect of changing or influencing the control of the issuer of such
     securities and were not acquired in connection with or as a participant in
     any transaction having such purpose or effect.

                                   SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
     certify that the information set forth in this statement is true, complete
     and correct.

                                                     December 2, 1999
                                                   -----------------------
                                                             Date:

                                                     /s/ KENT G. CROFT
                                                   -----------------------
                                                          Signature

                                                    Kent G. Croft, President
                                                   -------------------------
                                                          Name/Title




Cusip No.383482106               13G/A                         Page 5 of 5 Pages


The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the satement, provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by reference. The
name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission.

ATTENTION: INTERNATIONAL MISSATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)