EXHIBIT 23.4

                       CONSENT OF WILLIAM E. WARNOCK, JR.


     In accordance with the requirements of Rule 438 promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), I hereby consent to the references to my name appearing
in this Registration Statement on Form S-1 and in the accompanying Prospectus
forming a part thereof relating to the registration under the Securities Act of
shares of common stock of InterCoast Energy Company to be issued in connection
with the proposed initial public offering of said shares of common stock.



                                    /s/ William E. Warnock, Jr.
                                    ---------------------------
                                    WILLIAM E. WARNOCK, JR.


May 23, 1996