EXHIBIT 4.4.1

                               FIRST AMENDMENT TO
                          UNITED MERIDIAN CORPORATION
             1994 OUTSIDE DIRECTORS' NONQUALIFIED STOCK OPTION PLAN


     The United Meridian Corporation 1994 Outside Directors' Nonqualified Stock
Option Plan is hereby amended as follows:

     Section 2 thereof is amended and restated in its entirety to read as
     follows:

          "2.  Stock Subject to Option.  Subject to adjustment as provided in
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     Sections 4(h) and (i) hereof, options may be granted by the Company from
     time to time to purchase up to an aggregate of 250,000 shares of the
     Company's authorized but unissued Common Stock.  Shares that by reason of
     the expiration of an option or otherwise are no longer subject to purchase
     pursuant to an option granted under the Plan may be reoptioned under the
     Plan."



Date:    May 22, 1996                       UNITED MERIDIAN CORPORATION
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                                            By:    /s/ John B. Brock   
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                                            Name:  John B. Brock      
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                                            Title: Chairman and CEO   
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