EXHIBIT 99.6

                                AMENDMENT NO. 1
                                    TO THE
                     AMENDED AND RESTATED 1995 STOCK OPTION
                       AND STOCK APPRECIATION RIGHTS PLAN
                                       OF
                          MIDDLE BAY OIL COMPANY, INC.


  As of the date set forth below, Section 3 of the Amended and Restated 1995
Stock Option and Stock Appreciation Rights Plan of Middle Bay Oil Company, Inc.
is amended to read as follows:

       "3.  SHARES SUBJECT TO THE PLAN.  Subject to the provisions of Section 15
     hereof, the aggregate number of Shares that may be subject to Options or
     Rights shall not exceed 1,500,000, which Shares may be either Treasury
     Shares or authorized but unissued Shares.  If the Shares that would be
     issued or transferred pursuant to any such Incentive Award are not issued
     or transferred and cease to be issuable or transferable for any reason, the
     number of Shares subject to such Incentive Award will no longer be charged
     against the limitation provided for herein and may again be made subject to
     Incentive Awards."


  IN WITNESS WHEREOF, the Corporation has caused its duly authorized officers to
affix their signatures and the seal of the Corporation to this amendment on the
18th day of June, 1998.


                                MIDDLE BAY OIL COMPANY, INC.


ATTEST:                         By
                                  -------------------------------
                                 John J. Bassett, President

-----------------------------
  Secretary

                                 [CORPORATE SEAL]