AMENDMENT TO OPERATING AGREEMENT


     Amendment to Operating Agreement dated April 1, 1990, between
Roy M. Huffington, Inc., a Delaware corporation, Ultramar Indonesia
Limited, a Bermuda corporation, Virginia Indonesia Company, a
Delaware corporation, Virginia International Company, a Delaware
corporation, Union Texas East Kalimantan Limited, a Bahamian
corporation, and Universe Gas & Oil Company, Inc., a Liberian
corporation.

                                 RECITALS

     A.  The parties hereto are all of the current parties to that
Operating Agreement effective as of August 8, 1968 (the "Operating
Agreement"), originally between Roy M. Huffington, Inc., Virginia
International Company, Austral Petroleum Gas Corporation, Golden
Eagle Indonesia Limited and Union Texas Far East Corporation and
relating to a portion of the Island of Sumatra and a portion of the
Island of Kalimantan in the Republic of Indonesia.

     B.  Because of developments in Texas law since the date of
execution of the Operating Agreement, it is unclear whether a
provision of the Operating Agreement would be given the
construction intended by the parties.

     C.  The parties desire to amend the Operating Agreement to
remove the uncertainty created by such developments.

                                AGREEMENTS

     In consideration of the premises, the parties hereby agree as
follows:

     Section 1.  Amendment of Operating Agreement.  The parties
hereto hereby agree that Section 11.4 of the Operating Agreement is
hereby amended to be and read as follows:

     11.4 Contract Operator shall have no liability to the Parties
          for losses sustained or liabilities incurred (including
          losses or liabilities sustained or incurred as a result
          of Contract Operator's negligence), except that Contract
          Operator shall be solely responsible for any loss or
          liability to the extent such loss or liability may result
          from Contract Operator's willful misconduct, gross
          negligence or bad faith.

     Section 2.  Effectiveness.  The amendment set forth in Section
1 hereof shall be effective for all purposes as of August 8, 1968.






     IN WITNESS WHEREOF, this amendment has been duly executed and
delivered by the duly authorized officers of the parties hereto as
of the date first written above.

                              ROY M. HUFFINGTON, INC.


                              By            /S/                  
                              Title:   President                  


                              ULTRAMAR INDONESIA LIMITED


                              By            /S/                   
                              Title:   Vice President             


                              VIRGINIA INDONESIA COMPANY


                              By            /S/                   
                              Title: President - Houston Operations



                              VIRGINIA INTERNATIONAL COMPANY


                              By            /S/                  
                              Title:   President                 


                              UNION TEXAS EAST KALIMANTAN LIMITED


                              By            /S/                         
                              Title:   President                  


                              UNIVERSE GAS & OIL COMPANY, INC.


                              By            /S/                  

                              Title:   President