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                                                                     Exhibit 4.2


                                    AMENDMENT
                                     TO THE
                              LOMAK PETROLEUM, INC.
                       1989 STOCK OPTION PLAN, AS AMENDED


      RESOLVED, that the plan agreement of the Company's 1989 Stock Option Plan,
as amended, be further amended by deleting Section 1.01 thereof and substituting
the following therefore:

      1.01 Description of Stock and Maximum Shares Allocated. Subject to the
adjustments provided for in Paragraph 5.06 hereof, the stock to which options
granted hereunder give the holder thereof the right to purchase shall be shares
of the Corporation's authorized Common Stock, $.01 par value (together with any
other securities with respect to which options granted hereunder may become
exercisable, hereinafter referred to as the "Stock"), and may become unissued or
reaquired shares, as the Board of Directors of the Corporation (the "Board of
Directors") may, in its sole and absolute discretion, from time to time
determine. Subject to the adjustments provided for in Paragraph 5.06 hereof, the
aggregate number of shares of Stock to be issued pursuant to the exercise of all
options granted hereunder shall not exceed 3,000,000 shares. Notwithstanding the
foregoing, no option may be granted which would result in there being
outstanding aggregate options covering a number of shares of Common Stock
greater than 10% of the Corporation's then outstanding shares of Common Stock
(including for calculation purposes all shares of Common Stock issuable upon
exercise of outstanding warrants and other convertible securities of the
Corporation.)