EXHIBIT 10.1

AMENDMENT AND RESTATEMENT NO. 3

This Amendment and Restatement No. 3 dated as of February 2, 2000
("Agreement") is among Stone Energy Corporation, a Delaware corporation
("Borrower"), the banks party to the Credit Agreement described below ("Banks"),
and Bank of America, N.A., as Agent for the Banks ("Agent").

INTRODUCTION

A. The Borrower, the Agent, and the Banks are parties to the Third Amended
and Restated Credit Agreement dated as of July 30, 1997 (the "Original Credit
Agreement"), Amendment and Restatement No. 1 to the Credit Agreement dated as of
March 31, 1998 ("Amendment No. 1") and Amendment and Restatement No. 2 to the
Credit Agreement dated as of May 3, 1999 ("Amendment No. 2"). The Original
Credit Agreement, as amended by Amendment No. 1 and Amendment No. 2, shall
herein be referred to as the "Credit Agreement."

B. The Borrower has requested that the Banks agree to increase the
commitments under the Credit Agreement and to make certain other amendments to
the Credit Agreement.

THEREFORE, the Borrower, the Agent, and the Banks hereby agree as follows:

Section 1. Definitions; References. Unless otherwise defined in this
Agreement, terms used in this Agreement which are defined in the Credit
Agreement shall have the meanings assigned to such terms in the Credit
Agreement.

Section 2. Amendments.

(a) In Section 1.01:

(i) the definition of Applicable Margin is amended in its entirety to
read as follows:

"Applicable Margin" means, for any day, the following percentages
based upon the ratio of (a) the aggregate outstanding amount of Revolving
Advances plus the Letter of Credit Exposure to (b) the Borrowing Base as of
such day:

Ratio of Outstanding
Revolving Advances to Applicable Margin Applicable Margin Applicable Margin
Borrowing Base Base Rate Advances Eurodollar Advances Commitment Fees
--------------------- ------------------ ------------------- ------------------

<.30 0.00% 0.625% 0.25%
>=.30 0.00% 0.875% 0.25%
>=.60 0.00% 1.25% 0.30%
>=.90 0.00% 1.50% 0.375%

(ii) the definition of "Majority Banks" is amended in its entirety to
read as follows:

"Majority Banks" means, at any time and except as provided in the last
sentence of this definition, Banks holding at least 66-2/3% of the then
aggregate unpaid principal amount of the Notes held by the Banks and the
Letter of Credit Exposure of the Banks at such time, but in no event less
than two Banks at any time when there are three or more Banks; provided
that if no such principal amount or Letter of Credit Exposure is then
outstanding, "Majority Banks" shall mean Banks having at least 66-2/3% of
the aggregate amount of the Revolving Commitments at such time, but in no
event less than two Banks at any time when there are three or more Banks.
For any determination under Section 2.02, "66-2/3%" in the foregoing
sentence shall be "85%."

(iii) the definition of "Revolving Maturity Date" is amended by
substituting "July 30, 2005" for "July 30, 2001".

(b) Paragraph (a) of Section 2.02 is amended in its entirety to read
as follows:

(a) The Borrowing Base as of January 26, 2000 has been set by the
Majority Banks and acknowledged by the Borrower as $140,000,000.00.

(d) Paragraph (c) of Section 6.02 is amended by substituting
"$5,000,000.00" for "$2,500,000.00".

(e) Paragraph (b) of Section 6.04 is amended by substituting
"$3,000,000.00" for "$1,000,000.00".

(f) Section 6.11 is amended by substituting "$3,000,000.00" for
"$1,000,000.00".

(g) Section 6.13 is amended in its entirety to read as follows:

Section 6.13. Current Ratio. The Borrower shall not permit the
ratio of the Borrower's consolidated current assets, plus, to the
extent not included in current assets, the amount of aggregate unused
Revolving Commitments to the Borrower's consolidated current
liabilities to be less than 1.00 to 1.00 as of the last day of any
fiscal quarter.

Section 3. Increase in Revolving Commitments. The Borrower, the Agent,
and the Banks hereby agree that the Revolving Commitments of the Banks
under the Credit Agreement shall be modified to reflect the Revolving
Commitments for the Banks set forth on the attached Schedule 1 and upon the
effectiveness of this Agreement pursuant to Section 5 below, each such
Bank's Revolving Commitment shall be the Revolving Commitment set forth on
the attached Schedule 1 (such Revolving Commitment being subject to further
amendment, reduction or termination pursuant to the terms of the Credit
Agreement).

Section 4. Titles. Bank of America, N.A., is hereby designated as Lead
Arranger and Lead Book Runner, BankBoston, N.A. is designated as
Documentation Agent, and Bank One, Louisiana, N.A. is designated as
syndication agent, in each case under the Credit Agreement.

Section 5. Representations and Warranties. The Borrower represents and
warrants to the Agent and the Banks that:

(a) the representations and warranties set forth in the Credit
Agreement and in the other Credit Documents are true and correct in all
material respects as of the date of this Agreement;

(b) (i) the execution, delivery and performance of this Agreement and
the replacement promissory notes referred to below are within the corporate
power and authority of the Borrower and have been duly authorized by
appropriate proceedings and (ii) each of this Agreement and the replacement
promissory notes constitutes a legal, valid, and binding obligation of the
Borrower, enforceable in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar
laws affecting the rights of creditors generally and general principles of
equity; and

Section 6. Effectiveness. This Agreement shall become effective as of
the date of this Agreement, and the Credit Agreement shall be amended as
provided in this Agreement upon the occurrence of the following conditions
precedent:

(a) the Borrower, the Agent, and the Banks shall have delivered duly
and validly executed originals of this Agreement to the Agent;

(b) the representations and warranties in this Agreement shall be true
and correct in all material respects;

(c) the Borrower shall have executed and delivered an original
Revolving Note to each of the Banks whose Commitment increased under the
terms of this Agreement in the maximum principal amount of such Bank's
Commitment after such increase;

(d) the Borrower shall have delivered an opinion of its counsel in
form and substance satisfactory to the Agent and the Banks;

(e) the Borrower shall have delivered a certificate of its Secretary
or Assistant Secretary certifying its certificate of incorporation, bylaws,
resolutions and incumbency and in form and substance satisfactory to the
Agent and the Banks; and

(f) the Borrower shall have paid all amounts and expenses required to
be paid in connection with this Agreement and the amendments evidenced
hereby.

Section 7. Effect on Loan Documents.

(a) Except as amended herein, the Credit Agreement and the Credit
Documents remain in full force and effect as originally executed. Nothing
herein shall act as a waiver of any of the Agents' or Banks' rights under
the Credit Documents, as amended, including the waiver of any Default or
Event of Default, however denominated.

(b) This Agreement is a Credit Document for the purposes of the
provisions of the other Credit Documents. Without limiting the foregoing,
any breach of representations, warranties, and covenants under this
Agreement may be a Default or Event of Default under other Credit
Documents.

Section 8. Choice of Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Texas.

Section 9. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original.

PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, A
LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE LOAN AGREEMENT EXCEEDS
$50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE LOAN AGREEMENT IS IN WRITING AND
SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S AUTHORIZED REPRESENTATIVE.

THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO
THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN LOAN
AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY
AND MERGED INTO THE LOAN AGREEMENT. THIS WRITTEN AGREEMENT AND THE CREDIT
DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT, REPRESENT THE FINAL AGREEMENT
AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

EXECUTED as of the date first above written.

BORROWER:
--------
STONE ENERGY CORPORATION

By: /s/James H. Prince
-----------------------------------------------
Name: James H. Prince
-----------------------------------------------
Title: Vice-President and Chief Financial Officer
-----------------------------------------------

By: /s/J. Kent Pierret
-----------------------------------------------
Name: J. Kent Pierret
-----------------------------------------------
Title: Vice President and Chief Accounting Officer
-----------------------------------------------

AGENT:
-----
BANK OF AMERICA, N.A.

By: /s/Paul A. Squires
-----------------------------------------------
Paul A. Squires
Managing Director

BANKS:
-----

BANK OF AMERICA, N.A.

By: /s/Paul A. Squires
-----------------------------------------------
Paul A. Squires
Managing Director

BANKBOSTON, N.A.

By: /s/Terrence Ronan
-----------------------------------------------
Name: Terrence Ronan
-----------------------------------------------
Title: Director
-----------------------------------------------

BANK ONE, LOUISIANA, N.A., SUCCESSOR BY
MERGER TO FIRST NATIONAL BANK OF COMMERCE

By: /s/Christine M. Macan
-----------------------------------------------
Name: Christine M. Macan
-----------------------------------------------
Title: Vice President
-----------------------------------------------

HIBERNIA NATIONAL BANK

By: /s/David R. Reid
-----------------------------------------------
Name: David R. Reid
-----------------------------------------------
Title: Senior Vice President
-----------------------------------------------

SCHEDULE 1

Revolving Commitments
---------------------

1. Bank of America, N.A. $70,000,000.00

2. Bank One, Louisiana, N.A., $60,000,000.00

3. BankBoston, N.A. $50,000,000.00

4. Hibernia National Bank $20,000,000.00
--------------
$200,000,000