EXHIBIT 99.7

                          MIDDLE BAY OIL COMPANY, INC.

                               AMENDMENT NO. 1 TO

                   AMENDED AND RESTATED 1995 STOCK OPTION AND

                         STOCK APPRECIATION RIGHTS PLAN


  The Amended and Restated 1995 Stock Option and Stock Appreciation Rights Plan
(the "Plan") is hereby amended as follows:

       Section 11 is stricken in its entirety and replaced by the following:

       "11. Termination of Employment or Service.

            (a) Termination Provisions.  If a holder of an Option and/or Rights
          shall voluntarily or involuntarily leave the employ or service of the
          Corporation and its Subsidiaries, the Option and Rights of such holder
          shall terminate 30 days following such termination, and a holder whose
          employment with, or service as a Director of, the Corporation or a
          Subsidiary is so terminated shall have no right after such 30-day
          period following such termination to exercise any unexercised Option
          or Rights he might have exercised prior to the termination of his
          employment or service with the Corporation or a Subsidiary.
          Notwithstanding the foregoing, if the cessation of employment or
          service is due to retirement on or after attaining the age of sixty-
          five years, or to disability (to an extent and in a manner as shall be
          determined in each case by the Committee in its sole discretion) or to
          death, the holder or the representatives of the estate of the holder
          shall have the privilege of exercising the unexercised Options and/or
          Rights which the holder or the deceased could have exercised at the
          time of his retirement, disability or death, provided that such
          exercise must be accomplished prior to the expiration of such Options
          and Rights and within 90 days of the holder's retirement, disability
          or death.

            (b) Special Termination Provisions Applicable to Event of 3TEC
          Energy Corporation Securities Purchase Agreement.  Notwithstanding the
          foregoing, any Options or Rights granted prior to July 1, 1999 (the
          date of the Securities Purchase Agreement between 3TEC Energy
          Corporation and the Corporation [the "Agreement"]) may be exercised
          for a one (1) year period from the following dates: (i) the date of
          termination of a holder whose employment with the Corporation is
          terminated without cause by the Corporation during the six-month
          period commencing with the Closing of the Agreement, (ii) the date of
          termination of a


          holder's employment whose employment with the Corporation is
          terminated by the employee with "Good Reason," as defined in such
          employee's written employment agreement, or (iii) from the date of
          resignation of a holder who is also a director of the Corporation who
          resigns at Closing of the Agreement.

            (c) No Right of Continued Employment Conferred.  Nothing contained
          herein or in an Option or Rights certificate shall be construed to
          confer on any employee or Director any right to be continued in the
          employ of the Corporation or any Subsidiary or as a Director of the
          Corporation or a Subsidiary or derogate from any right of the
          Corporation and any Subsidiary to request the resignation of or
          discharge of such employee or Director (without or with pay), at any
          time, with or without cause."

  IN WITNESS WHEREOF, the Corporation has caused its duly authorized officers to
affix their signatures and the seal of the Corporation to this Amendment No. 1
to the Plan on this 24/th/ day of August, 1999.

                                MIDDLE BAY OIL COMPANY, INC.


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

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

                                 [CORPORATE SEAL]