EXHIBIT 10.21.1

                                AMENDMENT NO. 1
                                     TO THE
                          KEY PRODUCTION COMPANY, INC.
                             1992 STOCK OPTION PLAN
                                        
          THIS AMENDMENT NO. 1 TO THE KEY PRODUCTION COMPANY, INC. ("KEY") 1992
STOCK OPTION PLAN (THE "PLAN") IS ADOPTED EFFECTIVE MARCH 14, 1997.

                                    RECITALS

A.  Key adopted the Plan effective December 9, 1992, and has granted options to
    acquire Key common stock to certain of its employees under the Plan in an
    amount equal to all of the shares originally reserved for issuance under the
    Plan.

B.  The Board of Directors of Key has determined that it is in the best
    interests of Key to amend the Plan to increase the number of shares reserved
    under the Plan.

C.  Capitalized terms used in this amendment and not defined herein shall have
    the meanings given to such terms in the Plan.


                             AMENDMENT TO THE PLAN

The Plan is hereby amended as follows:

1.  Section 4.1 is hereby amended by changing the first sentence in its entirety
    to read as follows:

          "The total number if Shares as to which Options may be granted
          pursuant to the Plan shall be 2,000,000 in the aggregate."

2.  The Plan may be amended and restated to include the provisions of this
    Amendment.

3.  Except as so amended, the Plan shall continue in effect with no change.

     Adopted March 14, 1997

                                KEY PRODUCTION COMPANY, INC.,
                                A DELAWARE CORPORATION



                                BY:  /S/ F.H. MERELLI
                                     -------------------------------------
                                     PRESIDENT AND CHIEF EXECUTIVE OFFICER