Cheryl and Sara -

With respect to Ocean Energy's comments on the Material Adverse Change 
definitions:

1.  I am OK with their addition of Moody's ratings (to my specified Standard 
& Poor's ratings).  Please note that the Moody's rating for Party A should be 
"Baa3" and the Moody's rating for Party B should be "Ba1".

2.  Ocean has deleted the additional financial covenants that I wrote into 
the draft.  I will compromise with them and delete the Funded Debt/Net Worth 
requirement, but I want to keep the EBITDA Coverage Ratio requirement.


That appears to be all of the credit-related comments from Ocean.  Please let 
me know if you have any questions.


Thanks,

Jay