As filed with the Securities and Exchange Commission on June 14,1995

Registration No. 33-59199

SECURITIES AND EXCHANGE COMMISSION

AMENDMENT NO. 1TO
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CAIRN ENERGY USA, INC.
(Exact name of registrant as specified in its charter)

Delaware 1331
(State or other (Primary Standard
jurisdiction of Industrial Classification
incorporation or Code Number)
organization)
23-2169839
(I.R.S.
Employer
Identification
Number)

Michael R. Gilbert
President and Chief Executive Officer
Cairn Energy USA, Inc.
8235 Douglas Avenue, Suite 1221
Dallas, Texas 75225
(214) 369-0316
(Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices
and of agent for service)

Copy to:

Mark D. Wigder, Esq. James B. Smith, Jr., Esq. L.R. McMillan, II, Esq.
Jenkens & Gilchrist, Cox & Smith Incorporated Jones, Walker, Waechter,
A Professional Corporation 112 E. Pecan Street, Suite 1800 Carrere & Denegre, L.L.P.
1445 Ross Avenue, Suite 3200 San Antonio, Texas 74205 Place St. Charles
Dallas, Texas 75202 (210) 554-5251 201 St. Charles Avenue
(214) 855-4326 New Orleans, LA 70170

Approximate Date of Commencement of Proposed Sale to the
Public: As soon as practicable after the effective date of this
registration statement.

If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.

If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered in connection with dividend or interest reimbursement
plans, check the following box. X

The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to Section 8(a), may determine.

Subject to Completion, Dated June ____, 1995
PROSPECTUS
2,623,260 Shares

CAIRN ENERGY USA, INC.

Common Stock

This Prospectus relates to an aggregate of 2,623,260 shares
(the "Shares") of common stock, par value $.01 per share (the
"Common Stock"), of Cairn Energy USA, Inc., a Delaware
corporation (the "Company"), that may be offered from time to
time by Cairn Energy PLC, a Scottish corporation (the "Selling
Stockholder"). The Company will receive no part of the proceeds
of such sales. The expenses (other than commissions and
discounts of underwriters, brokers, dealers or agents) incurred
in connection with this offering are expected to be approximately
$78,000. Substantially all of such expenses will be paid by the
Company.

The Company's Common Stock is traded on the NASDAQ Stock
Market National Market ("NNM") under the symbol "CEUS." On
June 9, 1995, the closing price for the Common Stock on the NNM
was $9 7/8.
_______________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

Price to Underwriting Proceeds to Selling
Public Discount Stockholder (1)

Per Share $____________ $___________ _____________
Total $____________ $___________ _____________

(1)For acting as agent on behalf of the Selling Stockholder,
Societe Generale Strauss Turnbull Securities Limited will receive
from the Selling Stockholder a commission of 1% of the net
proceeds to the Selling Stockholder. See "Underwriting."

The Shares are offered, subject to prior sale, when, as and
if delivered to and accepted by the Underwriters and subject to
their right to reject any order in whole or in part. It is
expected that delivery of the Shares will be made against payment
therefor on or about June ____, 1995 at the offices of Southcoast
Capital Corporation, New Orleans, Louisiana.

Morgan Keegan & Company, Inc. Southcoast Capital Corporation

The date of this Prospectus is June ___, 1995.

THE COMPANY

The registrant, Cairn Energy USA, Inc., a Delaware
corporation (the "Company"), was incorporated on May 5, 1981 in
Delaware as "Omni Exploration, Inc." On September 29, 1992,
Cairn Energy USA, Inc., an oil and gas exploration and
development company and wholly-owned subsidiary of Cairn Energy
PLC, a Scottish corporation (the "Selling Stockholder"), merged
with and into the registrant with the registrant being the
survivor (the "Merger"). Pursuant to the Merger, the registrant
changed its name to "Cairn Energy USA, Inc." As used in this
Prospectus, "Omni" refers to Omni Exploration, Inc. prior to the
Merger, "Cairn USA" refers to the corporation prior to the Merger
that merged into Omni Exploration, Inc. and the "Company" refers
to the surviving corporation in the Merger. Because Omni was the
reporting company under the federal securities laws and the
surviving corporation in the Merger (but was not the survivor for
accounting purposes), all references to the Company prior to
September 29, 1992 are to Omni, except for financial data and oil
and gas information. As a result of the accounting treatment of
the Merger, all financial data and oil and gas information of the
Company prior to September 29, 1992 are the historical financial
data and oil and gas information of Cairn USA.

The Company's principal executive offices are located at
8235 Douglas Avenue, Suite 1221, Dallas, Texas 75225 and its
telephone number is (214) 369-0316.

SELLING STOCKHOLDER

As of the date of this Prospectus, the Selling Stockholder
owned 2,623,260 shares, or approximately 15.5% of the 16,983,150
shares of Common Stock issued and outstanding. Assuming all
Shares offered hereby are actually sold, the Selling Stockholder
will no longer hold any shares of Common Stock.

Of the 16,983,150 shares of Common Stock issued and
outstanding, 1,000,000 shares (the "Escrow Shares") were issued
to Phemus Corporation ("Phemus") in connection with the October
1994 acquisition (the "Smith Acquisition") of substantially all
the oil and gas assets (the "Smith Assets") of Smith Offshore
Exploration Company II ("Smith") and are being held in escrow.
Phemus, a Massachusetts corporation that is a subsidiary of the
President and Fellows of Harvard College (a Massachusetts non-
profit educational corporation) and the successor in interest to
Smith, is entitled to notice of all meetings of the Company's
stockholders and to vote all Escrow Shares on all matters
submitted to the Company's stockholders for a vote. The Escrow
Shares, however, are deemed not to be outstanding for financial
reporting purposes. The Smith Assets will be valued as of
June 30, 1995, unless extended under certain circumstances until
December 31, 1995. Following the completion of the valuation
process, the Escrow Shares will be released to Phemus or returned
to the Company. See "Acquisition of Smith Offshore Exploration
Company II" at page 4 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994.

Prior to the Merger, Cairn USA was a wholly-owned subsidiary
of the Selling Stockholder. From time to time prior to the
Merger, Cairn USA obtained funds through borrowings from third
parties and borrowings and capital contributions from the Selling
Stockholder. Effective December 31, 1991, the Selling
Stockholder converted the unpaid principal balance of its loans
to Cairn USA, an aggregate of approximately $12,400,000, to
additional paid-in capital. The accrued and unpaid interest on
the converted principal of these promissory notes was not,
however, converted to additional paid-in capital, and as of June
30, 1993, the Company owed the Selling Stockholder approximately
$2,600,000 for this interest. In connection with the Merger, PLC
received 7,992,260 shares of Common Stock and 200,000 shares of
Series A Preferred Stock constituting approximately 95.4% of the
issued and outstanding capital stock of the Company. The Company
paid the accrued and unpaid interest on the converted principal
of the promissory notes to the Selling Stockholder from the
proceeds of the Company's July 1993 public offering of Common
Stock, which yielded net proceeds to the Company of approximately
$17,100,000. The Company also used an additional $3,600,000 of
such proceeds to redeem from the Selling Stockholder all of the
Company's then outstanding Series A Preferred Stock.

In connection with the Smith Acquisition, the Company and
the Selling Stockholder entered into a registration rights
agreement (the "PLC Registration Rights Agreement") pursuant to
which the Selling Stockholder has the right to up to five demand
registrations under the Securities Act of the Common Stock it
holds. Each demand registration must relate to the offering and
sale of at least 1,000,000 shares of Common Stock. The Company
is not obligated to effect any Securities Act registration with
respect to which the registration request is made within six
months of the termination of a prior demand registration of the
Selling Stockholder or a piggyback registration in which there
was no reduction in the number of securities requested by the
Selling Stockholder to be included in such registration. In
addition, the Company will not be obligated to register the sale
of shares by the Selling Stockholder under the Securities Act
that may be sold through an exemption from registration available
pursuant to Rule 144(k) promulgated under the Securities Act.
The Selling Stockholder also has piggyback registration rights to
include shares in certain Securities Act registration statements
filed by the Company.

The Company shall pay all expenses relating to demand
registrations and piggyback registrations (including the
reasonable fees and expenses of counsel to the Selling
Stockholder), except for underwriting discounts and commissions
attributable to the sale of shares of Common Stock by the Selling
Stockholder.

The Selling Stockholder may assign its registration rights
to any one or more transferees; provided, however, that no
transferee of the Selling Stockholder may assign or transfer
rights under the PLC Registration Rights Agreement without the

prior written consent of the Company. See "Registration Rights
Relating to Common Stock" at page 18 of the Company's Proxy
Statement relating to its 1995 annual meeting (the "Proxy
Statement").

In connection with the Smith Acquisition, the Company and
the Selling Stockholder entered into a participation agreement
(the "Participation Agreement"). Pursuant to the Participation
Agreement, the Selling Stockholder or an affiliate of the Selling
Stockholder has the right under certain circumstances to acquire
an interest in certain oil and gas prospects to be acquired by
the Company in the future in the continental United States or in
the Gulf of Mexico. If the Selling Stockholder is entitled under
the Participation Agreement to acquire such interest, the Selling
Stockholder will be required to purchase such interest at the
same price as the Company has determined that it will offer such
interest to industry participants. The Participation Agreement
became effective upon the consummation of the Smith Acquisition.
As of the date of this Prospectus, the Company has entered into
no transactions with the Selling Stockholder under the
Participation Agreement.

Recent Sales of Shares by the Selling Stockholder

On July 8, 1994, the Selling Stockholder sold 824,000 shares
of Common Stock it held at a price of $7.50 per share pursuant to
a registration statement on Form S-3 under the Securities Act,
(Registration No. 33-80526). Mr. J. Munro M. Sutherland, a then-
Director of the Selling Stockholder and a Director and Senior
Vice President of the Company, purchased 12,000 shares of Common
Stock from the Selling Stockholder in that offering.

On October 10, 1994, in connection with the Smith
Acquisition, the Selling Stockholder sold 2,000,000 shares of
Common Stock to Phemus at a price of $7.50 per share in cash.

On October 18, 1994 the Selling Stockholder sold 1,926,000
shares of Common Stock at a price of $7.00 per share pursuant to
a registration statement on Form S-3 under the Securities Act
(Registration No. 33-84206).

In March 1995, the Selling Stockholder sold 162,000 shares
and 7,000 shares of Common Stock at prices of $8 and $8 1/8 per
share, respectively, in sales pursuant to Rule 144 under the
Securities Act.

RECENT DEVELOPMENTS

East Cameron Blocks 331/332

At the end of May, gross production from the Company's
largest recent development project on East Cameron Blocks 331/332
had reached 103 MMcf of gas and 9,400 barrels of oil and
condensate with eight of the nine wells on production. The
remaining well is expected to be on production prior to the end

of the month. Company owns a 40% interest in the shallower zone
of Block 331 and a 20% interest in the deeper zone of both
blocks. Approximately 80% of the proved reserves are located in
the deeper zone.

East Cameron Block 356

The Company has recently participated in a successful
exploration well on East Cameron Block 356. The well has been
suspended after encountering hydrocarbon-bearing sands based on
wireline log analysis and formation test information. Additional
drilling is expected on this block later in the year. The
Company owns a 37.5% working interest in this block.

Smith Assets

On the Smith Assets, there is currently, or has been
recently, drilling activity on three blocks, Eugene Island
Block 59, Mustang Island Block 858 and Vermilion Block 203.

Eugene Island Block 59

An exploration well drilled on Eugene Island Block 59 was
unsuccessful and has been plugged and abandoned. The Company
will seek to clarify the prospectivity of the block with the aid
of a 3-D survey. The Company owns a 25% working interest in this
block.

Mustang Island Block 858

On Mustang Island Block 858, the second well drilled by the
Company, the A-3, has been suspended pending completion
operations The original well drilled on the block, which was
drilled before the Company acquired its interest in this block,
Mustang Island 858 A-1, has been tied back. It is expected that
testing operations on the Mustang Island 858 A-2 well will
commence prior to the end of the month. The Company owns a 17.5%
working interest in this block.

Vermilion Block 203

The first of the exploration wells drilled by the Company to
target certain shallow formations on Vermilion Block 203
encountered several productive sand intervals as indicated by
wireline log analysis. The well has been suspended pending
completion operations. A second exploratory well targeting
shallow horizons is currently drilling. It is expected that a
well to target deeper formations on the block will be spud in the
third quarter of this year. The Company owns a 50% working
interest in this block.

Lease Sale

The Company, together with partners, bid on eighteen blocks
at the Gulf of Mexico Central Area lease sale which was held on

May 10, 1995. Of these bids, thirteen were high bids and to date
five of the blocks have been awarded to the Company and its
partners. The decisions by the MMS on the awarding of the
remaining eight blocks is expected to be made in the next two
months. If all of the leases in which the Company or its bidding
group was high bid are awarded, the Company's net share of the
lease bonuses will be $2.5 million. This amount is consistent
with the Company's expected expenditures for the lease sale. The
expenditures for the lease sale will be funded from cash flow
from operations and from amounts available under the Company's
existing credit facility.

Property Sales

On June 6, 1995 the Company entered into an agreement to
sell most of the properties which it owns in Texas and Oklahoma
with effect from April 1, 1995, for a consideration of $1.77
million. At January 1, 1995, the properties had reserves of
approximately 123 MBbl barrels of oil and 2.1 Bcf of gas and had
a Discounted Present Value of $2.03 million. Completion of the
sale, which is still subject to due diligence and certain
customary conditions, is expected before the end of June.

UNDERWRITING

Subject to the terms and conditions of the Underwriting
Agreement, the Selling Stockholder, acting through its agent,
Societe Generale Strauss Turnbull Securities Limited, has agreed
to sell to each of the Underwriters named below, and each such
Underwriter has severally agreed to purchase from the Selling
Stockholder, the respective number of shares of Common Stock set
forth opposite its name below:

Number of Shares
Underwriter of Common Stock

Morgan Keegan & Company, Inc. . . . . . 1,511,630
Southcoast Capital Corporation . . . . . 1,111,630
Total . . . . . . . . . . . . . . . 2,623,260

The Underwriting Agreement provides that the obligations of
the Underwriters are subject to certain conditions precedent and
that the Underwriters are committed to take and pay for all the
Shares offered hereby, if any are taken.

The Underwriters propose to offer the Shares directly to the
public at the public offering price set forth on the cover page
of this Prospectus. After the Shares of Common Stock are
released for sale to the public, the offering price and other
selling terms may, from time to time, be varied by the
Underwriters. For acting as agent on behalf of the Selling
Stockholder, Societe Generale Strauss Turnbull Securities Limited
will receive from the Selling Stockholder a commission of 1% of
the net proceeds to the Selling Stockholder.

Each of the Underwriters makes a market in the Common Stock.
During the two business days immediately prior to the offer and
sale of the Common Stock, regulations under the Exchange Act
impose restrictions on the market-making activities of the
Underwriters, although the Underwriters may engage in passive
market-making activities during such two-day period. Passive
market-making transactions must comply with certain volume and
price limitations and be identified as such. In general, a
passive market-maker may display its bid at a price not in excess
of the highest bid for the security, and if all independent bids
are lower below the passive market-maker's bid, then such bid
must be lower when certain purchase limits are exceeded.

The Company and the Selling Stockholder have agreed to
indemnify the several Underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribute
to payments that the Underwriters may be required to make in
respect thereof.

LEGAL MATTERS

The validity of the Common Stock offered hereby is being
passed upon for the Company by Jenkens & Gilchrist, a
Professional Corporation, Dallas, Texas. Certain legal matters
relating to the offering will be passed on for the Selling
Stockholder by Cox & Smith Incorporated, San Antonio, Texas.
Certain matters of Scottish law relating to the offering will be
passed on for the Selling Stockholder by Shepherd & Wedderburn
W.S., Edinburgh, Scotland. Certain legal matters relating to the
offering will be passed on for the Underwriters by Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., New Orleans,
Louisiana.

EXPERTS

The consolidated financial statements of the Company
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon,
included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.

The audited financial statements of Smith that are included
in the Company's Prospectus dated October 11, 1994 and in the
Company's Proxy Statement relating to a special meeting of
stockholders held on October 10, 1994 have been audited by Arthur
Andersen, LLP, independent public accountants, as set forth in
their report thereon, included therein and incorporated herein by
reference in reliance upon the authority of said firm as experts
in giving said reports.

The estimated reserve review of Ryder Scott included in the
Company's Annual Report on Form 10-K for the year ended December

31, 1994 and incorporated by reference in this Prospectus has
been included herein in reliance upon the authority of that firm
as an expert in petroleum engineering.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of
the Exchange Act and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission: The Chicago
Regional Office, Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and the New
York Regional Office, 7 World Trade Center, 12th Floor, New York,
New York 10007, at prescribed rates. Such reports, proxy
statements and other information concerning the Company can also
be inspected at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration
Statement on Form S-3 under the Securities Act with respect to
the Common Stock offered hereby (the "Registration Statement").
This Prospectus does not contain all the information set forth in
the Registration Statement and the exhibits and schedules
thereto. Such additional information can be obtained from the
Commission's principal office in Washington, D.C. Statements in
this Prospectus concerning provisions of documents filed with the
Registration Statement as exhibits are necessarily summaries of
such documents, and each statement is qualified in its entirety
by reference to the copy of the applicable document filed with
the Commission.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents or portions thereof filed by the
Company are hereby incorporated by reference in this Prospectus:

(i) the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, filed with the Commission on
March 15, 1995, and Amendment Number 1 thereto on Form
10-K/A, filed with the Commission on April 10, 1995;

(ii) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, filed with the Commission
on May 2, 1995;

(iii) the Company's Proxy Statement for its 1995 Annual
Meeting, filed with the Commission on April 4,
1995;

(iv) the Financial Statements of Smith Offshore Exploration
Company II and the Pro Forma Combined Financial
Statements contained in the Company's Proxy Statement
for its Special Meeting of Stockholders held October
10, 1994, filed with the Commission on September 19,
1994;

(v) the Financial Statements of Smith Offshore Exploration
Company II contained in the Prospectus dated October
11, 1994, filed with the Commission on October 13, 1994
pursuant to Rule 424(b) and included in the Company's
Registration Statement on Form S-3 (Registration No.
33-84206); and

(vi) the description of the Common Stock set forth in the
Registration Statement on Form 8-A, filed with the
Commission on January 29, 1982, including any amendment
or report filed for the purpose of updating such
description.

In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of this Prospectus and prior to the
termination of the offering of Common Stock made hereby shall be
deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Prospectus to
the extent that a statement contained herein or in any
subsequently filed document which is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.

The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon oral or written
request of such person, a copy of any and all of the documents
incorporated by reference herein (other than exhibits and
schedules to such documents, unless such exhibits or schedules
are specifically incorporated by reference into such documents).
Such requests should be directed to A. Allen Paul, Vice
President-Finance, Cairn Energy USA, Inc., 8235 Douglas Avenue,
Suite 1221, Dallas, Texas 75225 or by telephone at (214) 369-
0316.

No dealer, salesperson or any other person has been
authorized to give any information or to make any representation
in connection with this Offering other than those contained in
this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to
sell or solicitation of any offer to buy by anyone in any
jurisdiction in which such offers or solicitation is not
authorized, or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom
it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale hereunder shall, under
any circumstances create any implication that there has been no
change in the affairs of the Company since the date hereof or
that the information contained herein is correct as of any time
subsequent to its date.

TABLE OF CONTENTS

Page

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . 2

SELLING STOCKHOLDER . . . . . . . . . . . . . . . . . . . . . 2

RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . 4

UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . 5

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . 6

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . 6

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . 7

DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . 7

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table indicates the expenses to be incurred in
connection with the issuance and distribution of the securities
described in this registration statement, other than underwriting
discounts and commissions. The Company will pay substantially
all of such expenses.

SEC registration fee $ 8,873.86

National Association of Securities Dealers, Inc.
Filing Fee 3,800.00

Blue sky fees and expenses 500.00*

Accounting fees and expenses 8,000.00*

Legal fees and expenses 50,000.00*

Printing and engraving fees and expenses 5,000.00*

Miscellaneous 2,000.00*

TOTAL $ 78,173.86*

*Estimated.

Item 15. Indemnification of Directors and Officers

The Company has authority under the Delaware General
Corporation Law, subject to certain limitations, to indemnify its
directors and officers against expenses (including attorneys'
fees), judgments, fines and certain settlements actually and
reasonably incurred by them in connection with any suit or
proceeding to which they are a party so long as they acted in
good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect
to a criminal action or proceeding, so long as they had no
reasonable cause to believe their conduct was unlawful.

Reference is also made to the Company's Certificate of
Incorporation, which limits or eliminates a director's liability
for monetary damages to the Company or its stockholders for acts
or omissions in the director's capacity as a director, except
that the Company's Certificate of Incorporation does not
eliminate or limit the liability of a director for (i) a breach
of the director's duty of loyalty to the Company or its
stockholders, (ii) an act or omission not in good faith that
constitutes a breach of duty of the director to the Company or an
act or omission that involves intentional misconduct or a knowing
violation of the law, (iii) a transaction from which a director

II-1

received an improper benefit, whether or not the benefit resulted
from an action taken within the scope of the director's office,
or (iv) an act or omission for which the liability of a director
is expressly provided for by an applicable statute. In the case
of an action by or in the right of the Company, indemnification
is precluded if such person has been adjudged to be liable,
unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which the action was brought
shall determine that indemnification is proper. The Company will
advance amounts to an indemnified person on receipt of an
undertaking to repay the advance following any subsequent
determination that the indemnified person is not entitled to
indemnification. Indemnification will be provided unless it is
determined to be improper (i) by a majority of disinterested
directors constituting a quorum or if no such quorum is
obtainable, a majority vote of a committee of two or more
directors, (ii) by a majority vote of a quorum of the outstanding
shares of stock of all classes entitled to vote for directors,
voting as a single class, which quorum shall consist of
disinterested stockholders, (iii) by independent legal counsel in
a written opinion, or (iv) by a court of competent jurisdiction.
The Company also has the power to obtain insurance indemnifying
officers and directors of the Company against any liability which
it may deem proper, whether or not the Company would have the
power to indemnify such officer or director pursuant to the
General Corporation Law of the State of Delaware. The Company
has obtained such insurance.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits:
*1.1 Form of Underwriting Agreement

4 Specimen Stock Certificate evidencing the Common
Stock (incorporated by reference from the
Company's Annual Report on Form 10-K for the year
ended December 31, 1992).

5 Opinion of Jenkens & Gilchrist, a Professional
Corporation.

*23.1 Consent of Ernst & Young, LLP, Independent
Auditors.

*23.2 Consent of Arthur Andersen LLP, Independent
Public Accountants.

23.3 Consent of Jenkens & Gilchrist, A Professional
Corporation (included in opinion Exhibit 5).

23.4 Consent of Ryder Scott Company.

24 Power of Attorney (included on the signature page
of the Registration Statement).
*Filed herewith

II-2

Item 17. Undertakings

A. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or
sales are being made, a post-effective
amendment to this registration statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement; and

(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration
statement;

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by these paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

II-3

C. The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security-holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

D. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.

E. The registrant hereby undertakes that:

(1) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form
of prospectus filed as part of this registration statement or in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be
part of this registration statement as of the time it was
declared effective.

(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, and State of
Texas, on the 13th day of June, 1995.

CAIRN ENERGY USA, INC.
(Registrant)

By: /s/ Michael R. Gilbert
Michael R. Gilbert, President
and Chief Executive Officer

POWER OF ATTORNEY

Know All Men By These Presents, that each person whose
signature appears below constitutes and appoints Michael R.
Gilbert and J. M. M. Sutherland, and each of them, each with full
power to act without the other, his or her true and lawful
attorney-in-fact and agent, with full power and substitution, for
him and in his name, place and stead, in any and all capacities,
to sign any or all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

Signature Title Date

/s/ Michael R. Gilbert President and Chief ExecutiveJune 13, 1995
Michael R. Gilbert Officer and Director (Principal
Executive Officer)

* Senior Vice President, June ___, 1995
J.Munro M. Sutherland Chief Financial
Officer, Treasurer and Director
(Principal Financial Officer)

* Vice President-Finance
(Principal June , 1995
A. Allen Paul Accounting Officer)

* Director June , 1995
Jack O. Nutter, II

* Director June , 1995
R. Daniel Robins

* Director June , 1995
William B. B. Gammell

* Director June , 1995
Michael E. McMahon

* Director June , 1995
John C. Halsted

/s/ Michael R. Gilbert
*By: Michael R. Gilbert
Agent and Attorney-in-Fact

EXHIBIT INDEX

Exhibit
Number: Exhibit: Page
Number:

*1.1 Form of Underwriting Agreement
4 Specimen Stock Certificate evidencing
the Common Stock (incorporated by
reference from the Company's Annual
Report on Form 10-K for the year
ended December 31, 1992).

5 Opinion of Jenkens & Gilchrist, a
Professional Corporation.

*23.1 Consent of Ernst & Young, LLP,
Independent Auditors.
*23.2 Consent of Arthur Andersen LLP,
Independent Public Accountants.

23.3 Consent of Jenkens & Gilchrist, a
Professional Corporation (included in
opinion Exhibit 5).
23.4 Consent of Ryder Scott Company.

24 Power of Attorney (included on the
signature page of the Registration
Statement).

*Filed herewith

EXHIBIT 1.1

EXHIBIT 23.1

EXHIBIT 23.2