RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:                

Milbank, Tweed, Hadley & McCloy
601 South Figueroa Street, 30th Floor
Los Angeles, California 90017
Attn:  David A. Lamb, Esq.

               RECONVEYANCE OF OVERRIDING ROYALTY INTERESTS

     Pursuant to that certain Conveyance of Overriding Royalty Interests dated
as of May 25, 1990 and recorded on May 25, 1990 as Instrument No. 90-035584 in
the Official Records of Santa Barbara County, California, as amended by that
certain Adjustment, Amendment and Restatement of Conveyance of Overriding
Royalty dated as of April 10, 1992 and recorded on April 10, 1992 as Instrument
No. 92-026154 in the Official Records of Santa Barbara County, California and
that certain First Supplement to Adjustment, Amendment and Restatement of
Conveyance of Overriding Royalty dated as of June 25, 1992 and recorded on
November 18, 1992 as Instrument No. 92-092380 in the Official Records of Santa
Barbara County, California (as amended, the "Conveyance"), SANTA BARBARA
PARTNERS, an Oklahoma general partnership ("SB Partners"), conveyed to
TCW DR III ROYALTY PARTNERSHIP, a California Limited Partnership
("DR III"), a Net Profits ORR Interest (as defined in the Conveyance) in the
Subject Interests (as defined in the Conveyance). 

          NOW, THEREFORE, DR III, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, does hereby, without
representation or warranty, reconvey, reassign, transfer, set over and deliver
the Net Profits ORR Interest, effective as of 7:00 a.m. Los Angeles time, May 1
1998, to SB Partners and does hereby terminate all rights under the Conveyance
with respect to periods after the effective date hereof. 

          EXECUTED on April 23, 1998, but effective as of 7:00 a.m. Los Angeles
time, May 1, 1998. 

                               TCW DR III ROYALTY PARTNERSHIP,
                               a California Limited Partnership

                               By: TCW Royalty Company III, 
                                   a California corporation,
                                   its Managing General Partner


                               By: /S/ARUTHUR R. CARLSON
                                   Arthur R. Carlson
                                   Vice President