EXHIBIT 5.1



                                 May 19, 1997



     Board of Directors
     Zydeco Energy, Inc.
     1710 Two Allen Center
     1200 Smith Street
     Houston, Texas 77002


     Gentlemen:

               We have acted as counsel to Zydeco Energy, Inc., a Delaware
     corporation (the "Company") in connection with the Company's Registration
     Statement on Form S-8 (the "Registration Statement"), relating to the
     registration under the Securities Act of 1933, as amended, of the issuance
     of 45,000 shares of Common Stock, par value $0.001 per share (the "Common
     Stock"), of the Company (the "Shares") issuable upon the exercise of
     options (the "Options") granted pursuant to the Zydeco Energy, Inc. 1996
     Non Employee Directors Stock Option Plan (the "Plan").

               As the basis for the opinions hereinafter expressed, we have
     examined such corporate records and documents, certificates of corporate
     and public officials and such other instruments as we have deemed necessary
     for the purposes of the opinions contained herein.  As to all matters of
     fact material to such opinions, we have relied upon the representations of
     officers of the Company.  We have assumed the genuineness of all
     signatures, the authenticity of all documents submitted to us as originals,
     and the conformity with the original documents of all documents submitted
     to us as copies.

               Based upon the foregoing and having due regard for such legal
     considerations as we deem relevant, we are of the opinion that the Shares
     to be issued upon proper exercise of the Options have been duly authorized,
     and that the Shares, when issued upon proper exercise of the Options, will
     be validly issued, fully paid and nonassessable.

               We hereby consent to the inclusion of this opinion as an exhibit
     to the Registration Statement.

                         Very truly yours,

                         /s/ Andrews & Kurth L.L.P.

                         Andrews & Kurth L.L.P.








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