EXHIBIT 5.1

                                ANDREWS & KURTH
                                    L.L.P.
                                   ATTORNEYS
                           4200 TEXAS COMMERCE TOWER
                             HOUSTON, TEXAS 77002

                               February 25, 1997

Board of Directors
Zydeco Energy, Inc.
1710 Two Allen Center
1200 Smith Street
Houston, Texas 77024

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-1 (Commission File No. 333-27679) (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended, of (i) the
offering and sale (the "Offering") of up to 3,680,000 shares of the Company's
Common Stock, par value $.0001 per share ("Common Stock"), which number of
shares includes up to 480,000 shares issuable that may be issued upon exercise
of an underwriters' over-allotment option (collectively, the "Offering Shares"),
(ii) the issuance and sale in connection with the Offering of two Underwriter
Warrants (the "Underwriter Warrants") to purchase an aggregate of 320,000 shares
of Common Stock (the "Underwriter Warrant Shares") and (iii) the issuance and
sale of the Underwriter Warrant Shares upon exercise of the Underwriter
Warrants.

     As the basis for the opinion hereinafter expressed, we have examined such 
statutes, regulations, corporate records and documents, certificates of 
corporate and public officials, and other instruments as we have deemed 
necessary or advisable for the purposes of this opinion. In such examination we 
have assumed 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 on the foregoing and on such legal considerations as we deem relevant
for purposes of this opinion, we are of the opinion that: 

        (a) the issuance and sale of the Offering Shares and the Underwriter
Warrants as described in the Registration Statement (and the Underwriter Warrant
Shares issuable upon the exercise of Underwriter Warrants) have been duly and
validly authorized by all necessary corporate action by the Company; and

        (b) assuming the due execution and delivery of the stock certificates 
evidencing the Offering Shares against payment therefor as provided in the
Underwriting Agreement filed as an exhibit to the Registration Statement, the
Offering Shares will be validly issued, fully-paid and nonassessable; and

        (c) assuming the due execution and delivery of the Warrant Agreement
covering the issuance of the Underwriter Warrants filed as an exhibit to the
Registration Statement and the execution and delivery of the related warrant
certificates against payment therefor as provided in the Warrant Agreement, the
Underwriter Warrants will be validly issued, fully-paid and nonassessable, and
when exercised in accordance with the Warrant Agreement against payment provided
therefor (and assuming the execution and delivery of certificates for the
Underwriter Warrant Shares), the Underwriter Warrant Shares will be validly
issued, fully-paid and nonassessable.

     We hereby consent to the use of this opinion as an exhibit to the 
Registration Statement and the reference to our firm under the caption "Legal 
Matters" in the Prospectus included therein.

                                         Very truly yours,

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

1249/2365