MALLON RESOURCES CORP
8-K, 1996-08-19
CRUDE PETROLEUM & NATURAL GAS
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.  20549

Form 8-K
Current Report Pursuant to Section 13 or 15(d) of The Securities 
Act of 1934

Date of Report (date of earliest event reported):  August 15, 
1996

Mallon Resources Corporation
(exact name of registrant as specified in its charter)

    Colorado                 0-17267          84-1095959
(State or other            (Commission      (I.R.S. Employer
jurisdiction               File Number)     Identification No.)
of incorporation)

999 18th Street, Suite 1700, Denver, Colorado          80202
(address of principal executive offices)             (zip code)

Registrant's telephone number, including area code: (303)293-2333

not applicable
(former name or former address, if changed since last report)

Item 5.  Other Events

On August 15, 1996, Mallon Resources Corporation (the "Company") 
executed the second of two related amendments (the "Amendments") 
to the Company's Loan Agreement with Bank One, Texas, N.A.  The 
Amendments effect certain changes to various of the financial 
covenants contained in the Loan Agreement, and change certain 
provisions of the Loan Agreement relating to the "advance line of 
credit" governed thereby.

Item 7.  Financial Statements and Exhibits

(c)  Exhibits.

Bank One - First Agreement To Loan Agreement
Bank One - Second Agreement To Loan Agreement
Signatures

     Pursuant to the requirements of the Securities Exchange act 
of 1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned hereunto duly authorized.

                           Mallon Resources Corporation

August 15, 1996            __/s/ Roy Ross_______________________
                           Roy K. Ross, Executive Vice President




                FIRST AMENDMENT TO LOAN AGREEMENT


     THIS FIRST AMENDMENT TO LOAN AGREEMENT (hereinafter called 
the "First Amendment") executed as of the ____ day of July, 1996, 
by and among MALLON OIL COMPANY, a Colorado corporation 
(hereinafter referred to as "Borrower"), MALLON RESOURCES 
CORPORATION, a Colorado corporation (hereinafter referred to as 
the "Guarantor") and BANK ONE, TEXAS, N.A., a national banking 
association (hereinafter referred to as "Bank").

                      W I T N E S S E T H:

     WHEREAS, Borrower, Guarantor and Bank entered into a Loan 
Agreement dated as of March 20, 1996 (the "Loan Agreement") under 
the terms of which Bank agreed to provide a revolving loan 
facility to Borrower; and

     WHEREAS, Borrower, Guarantor and Bank have agreed to make 
certain changes to the Loan Agreement.

     NOW, THEREFORE, the parties hereby agree to amend the Loan 
Agreement as follows:

     Unless otherwise defined herein, all defined terms used 
herein shall have the same meaning ascribed to such terms in the 
Loan Agreement.

     Section 1 of the Loan Agreement is hereby amended in the 
following respects: 

     The definition of "Cash Flow" in Section 1 is hereby deleted 
in its entirety and the following inserted in lieu thereof:

         "'Cash Flow' shall mean Borrower's Net Income or loss 
plus non-cash charges less Guarantor's preferred dividends and 
general and administrative expense allocation from Guarantor (if 
such allocation is less than 75% of Guarantor's total general and 
administrative expense the amount of such allocation is subject 
to Bank's final approval), all as calculated in accordance with 
GAAP."

     The definition of "Current Assets" shall mean in Section 1 
is hereby deleted in its entirety and the following inserted in 
lieu thereof:

         "'Current Assets' shall mean the total of Borrower's 
current assets, determined in accordance with GAAP, plus current 
availability under the Revolving Commitment."

     The definition of "Debt Service" shall mean in Section 1 
hereof is deleted in its entirety and the following inserted in 
lieu thereof:

         "'Debt Service' shall mean the aggregate principal 
amount outstanding on the Revolving Note divided by a number 
equal to the sum of the economic half-life of the Oil and Gas 
Properties as determined by the Bank from time to time pursuant 
to Section 7(b) hereof,  plus one (1) year."

     Section 13 of the Loan Agreement is hereby amended in the 
following respects:

         Subsection (c) of Section 13 is hereby deleted in its 
entirety and the following inserted in lieu thereof:

        "(c)  Current Ratio.  Borrower will not suffer or permit 
the ratio of Current Assets to Current Liabilities to ever be 
less than 1.0 to 1.0."

     Subsection (d) of Section 13 is hereby deleted in its 
entirety and the following inserted in lieu thereof:

       "(d)  Debt Service Ratio.  Borrower will not suffer or 
permit its ratio of Cash Flow to Debt Service to ever be less 
than 1.10 to 1.0 after April 1, 1996, said ratio to be tested 
quarterly for the preceding twelve (12) months (or the 
appropriate portion thereof during calendar year 1996)."

     Subsection (e) of Section 13 is hereby deleted in its 
entirety and the following inserted in lieu thereof:

     "(c)  Minimum Tangible Net Worth.  Guarantor will not suffer 
or permit its consolidated Tangible Net Worth to ever be less 
than $10,500,000."

     Subsection (g) of Section 13 is hereby deleted in its 
entirety and the following inserted in lieu thereof:

     "(d)  Debts, Guaranties and Other Obligations.  Neither 
Borrower, Guarantor or any of their Subsidiaries will incur, 
create, assume or in any manner become or be liable in respect of 
any indebtedness, liabilities or other obligations, nor will the 
Borrower or Guarantor or any of their Subsidiaries guarantee or 
otherwise in any manner become or be liable in respect of any 
indebtedness, liabilities or other obligations of any other 
person or entity, whether by agreement to purchase the 
indebtedness of any other person or entity or agreement for the 
furnishing of funds to any other person or entity through the 
purchase or lease of goods, supplies or services (or by way of 
stock purchase, capital contribution, advance or loan) for the 
purpose of paying or discharging the indebtedness of any other 
person or entity, or otherwise, except that the foregoing 
restrictions shall not apply to:

     (I)  the Notes, or other indebtedness of Borrower and 
Guarantor heretofore disclosed to Bank on  Borrower's or 
Guarantor's Financial Statements or on Schedule "9" hereto;

     (ii)  taxes, assessments or other government charges which 
are not yet due or are being contested in good faith by 
appropriate action promptly initiated and diligently conducted, 
if such reserve as shall be required by GAAP shall have been made 
therefor and levy and execution thereon have been stayed and 
continue to be stayed;

     (iii)  indebtedness incurred in the ordinary course of 
business as such business is being conducted on the Effective 
Date;

      (iv)  subordinated indebtedness of up to $1,000,000 on 
terms and conditions satisfactory to Bank; or

     (v)  renewals and extensions of any or all of the 
foregoing."

     Borrower and Guarantor are in default, as of March 31, 1996, 
of the provisions of Section 13(c), (d) and (e).  Borrower and 
Guarantor have requested that the Bank waive its default of the 
aforesaid Sections 13(c), (d) and (e) and the Bank is willing to 
waive such default subject to the agreement of the Borrower and 
Guarantor that unless and until the Borrower and Guarantor meet 
and comply in all respects with the requirements of the said 
Sections 13(c), (d) and (e) there shall be no further fundings by 
Bank under the Advance Line of Credit.  Accordingly, the 
Borrower, Guarantor and Bank agree as follows:

     Conditioned upon the execution of this First Amendment, the 
Bank does hereby waive any default that may have occurred as of 
March 31, 1996 as a result of Borrower's and Guarantor's failure 
to comply with the financial covenants contained in 
Sections 13(c), (d) and (e).  This waiver by the Bank of the 
violation of the financial covenants contained in Sections 13(c), 
(d) and (e) is a waiver for the period ended March 31, 1996 only 
and should not be construed as a waiver for any other period nor 
should it be construed as a waiver of any other default that may 
have occurred under the Loan Agreement as of March 31, 1996 or 
any other date; and

     Borrower, Guarantor and Bank agree that the commitment of 
the Bank to make the Advance Line of Credit available to the 
Borrower pursuant to Section 2(b) of the Loan Agreement shall be 
suspended and Advances under such Advance Line of Credit shall 
not be available to Borrower until Borrower and Guarantor have 
complied in all respects with the financial covenants contained 
in Sections 13(c), (d) and (e) of the Loan Agreement, such 
compliance to have been demonstrated to the satisfaction of the 
Bank.  Bank shall determine such compliance in its sole and 
absolute discretion.

     This First Amendment shall be effective as of the date first 
above written (the "Effective Date").

     The obligation of the Bank under this Second Amendment shall 
be subject to the following conditions precedent:

     Execution and Delivery.  Borrower and Guarantor shall have 
executed and delivered to the Bank this Second Amendment and 
other required documents, all in form and substance satisfactory 
to the Bank;

     Corporate Resolutions.  Bank shall have received appropriate 
certified corporate resolutions for Borrower and Guarantor;

     Other Documents.  The Bank shall have received such other 
instruments and documents incidental and appropriate to the 
transaction provided for herein as the Bank or its counsel may 
reasonably request, and all such documents shall be in form and 
substance satisfactory to the Bank; and

     Legal Matters Satisfactory.  All legal matters incident to 
the consummation of the transactions contemplated hereby shall be 
satisfactory to special counsel for the Bank retained at the 
expense of Borrower.

     Except to the extent its provisions are specifically 
amended, modified or superseded by this Second Amendment, the 
representations, warranties and affirmative and negative 
covenants of the Borrower contained in the Loan Agreement are 
incorporated herein by reference for all purposes as if copied 
herein in full.  Borrower and Guarantor hereby restate and 
reaffirm each and every term and provision of the Loan Agreement, 
including, without limitation, all representations, warranties 
and affirmative and negative covenants. 

     Borrower and Guarantor hereby represent and warrant that all 
factual information heretofore and contemporaneously furnished by 
or on behalf of Borrower and Guarantor to Bank for purposes of or 
in connection with this Second Amendment does not contain any 
untrue statement of a material fact or omit to state any material 
fact necessary to keep the statements contained herein or therein 
from being misleading.  Each of the foregoing representations and 
warranties shall constitute a representation and warranty of 
Borrower and Guarantor made under the Loan Agreement, and it 
shall be an Event of Default if any such representation and 
warranty shall prove to have been incorrect or false in any 
material respect at the time given.  Each of the representations 
and warranties made under the Loan Agreement (including those 
made herein) shall survive and not be waived by the execution and 
delivery of this Second Amendment or any investigation by Bank.

     Borrower and Guarantor agree to indemnify and hold harmless 
the Bank and its respective officers, employees, agents, 
attorneys and representatives (singularly, an "Indemnified 
Party", and collectively, the "Indemnified Parties") from and 
against any loss, cost, liability, damage or expense (including 
the reasonable fees and out-of-pocket expenses of counsel to the 
Bank, including all local counsel hired by such counsel) 
("Claim") incurred by the Bank in investigating or preparing for, 
defending against, or providing evidence, producing documents or 
taking any other action in respect of any commenced or threatened 
litigation, administrative proceeding or investigation under any 
federal securities law, federal or state environmental law, or 
any other statute of any jurisdiction, or any regulation, or at 
common law or otherwise, which is alleged to arise out of or is 
based upon any acts, practices or omissions or alleged acts, 
practices or omissions of the Borrower or their agents or arises 
in connection with the duties, obligations or performance of the 
Indemnified Parties in negotiating, preparing, executing, 
accepting, keeping, completing, countersigning, issuing, selling, 
delivering, releasing, assigning, handling, certifying, 
processing or receiving or taking any other action with respect 
to the Loan Documents and all documents, items and materials 
contemplated thereby even if any of the foregoing arises out of 
an Indemnified Party's ordinary negligence.  The indemnity set 
forth herein shall be in addition to any other obligations or 
liabilities of the Borrower and Guarantor to the Bank hereunder 
or at common law or otherwise, and shall survive any termination 
of this Agreement, the expiration of the Loan and the payment of 
all indebtedness of the Borrower to the Bank hereunder and under 
the Note, provided that neither the Borrower nor the Guarantor 
shall have any obligation under this Section 13 to the Bank with 
respect to any of the foregoing arising out of the gross 
negligence or willful misconduct of the Bank.  If any Claim is 
asserted against any Indemnified Party, the Indemnified Party 
shall endeavor to notify the Borrower and Guarantor of such Claim 
(but failure to do so shall not affect the indemnification herein 
made except to the extent of the actual harm caused by such 
failure).  The Indemnified Party shall have the right to employ, 
at the Borrower's and/or Guarantor's expense, counsel of the 
Indemnified Parties' choosing and to control the defense of the 
Claim.  Borrower and Guarantor may at their own expense also 
participate in the defense of any Claim.  Each Indemnified Party 
may employ separate counsel in connection with any Claim to the 
extent such Indemnified Party believes it reasonably prudent to 
protect such Indemnified Party.  THE PARTIES INTEND FOR THE 
PROVISIONS OF THIS SECTION 13 TO APPLY TO AND PROTECT EACH 
INDEMNIFIED PARTY FROM THE CONSEQUENCES OF STRICT LIABILITY 
IMPOSED OR THREATENED TO BE IMPOSED ON ANY INDEMNIFIED PARTY AS 
WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER OR 
NOT THAT NEGLIGENCE IS THE SOLE, CONTRIBUTING, OR CONCURRING 
CAUSE OF ANY CLAIM.

     WRITTEN LOAN AGREEMENT.  THE LOAN AGREEMENT, AS AMENDED BY 
THIS SECOND AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN AND 
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 BETWEEN AND 
AMONG THE PARTIES.

     The Guarantor hereby consents to the execution thereof by 
the Borrower and reaffirms its guaranty of all of the obligations 
of Borrower to Bank.

     IN WITNESS WHEREOF, the parties have caused this Second 
Amendment to Loan Agreement to be duly executed as of the date 
first above written.

                              BORROWER:
                              ________

                              MALLON OIL COMPANY
                              a Colorado corporation


                              By: _____________________________
                                   Kevin M. Fitzgerald,
                                   President


                              GUARANTOR:
                              _________
                              MALLON RESOURCES CORPORATION,
                              a Colorado corporation


                              By:_____________________________
                                   Name: _____________________
                                   Title:_____________________


                              BANK:
                              ____

                              BANK ONE, TEXAS, N.A.,
                              a national banking association


                              By: ___________________________
                                   Reed V Thompson,
                                   Vice President




     SECOND AMENDMENT TO LOAN AGREEMENT


     THIS SECOND AMENDMENT TO LOAN AGREEMENT (hereinafter called 
the "Second Amendment") executed as of the 30th day of June, 
1996, by and among MALLON OIL COMPANY, a Colorado corporation 
(hereinafter referred to as "Borrower"), MALLON RESOURCES 
CORPORATION, a Colorado corporation (hereinafter referred to as 
the "Guarantor") and BANK ONE, TEXAS, N.A., a national banking 
association (hereinafter referred to as "Bank").

                       W I T N E S S E T H:

    WHEREAS, Borrower, Guarantor and Bank entered into a Loan 
Agreement dated as of March 20, 1996 (the "Loan Agreement") under 
the terms of which Bank agreed to provide a revolving loan 
facility to Borrower; and

    WHEREAS, Borrower, Guarantor and Bank entered into a First 
Amendment to Loan Agreement dated as of April 1, 1996; and

    WHEREAS, Borrower, Guarantor and Bank have agreed to make 
certain changes to the Loan Agreement.

    NOW, THEREFORE, the parties hereby agree to amend the Loan 
Agreement as follows:

    Unless otherwise defined herein, all defined terms used 
herein shall have the same meaning ascribed to such terms in the 
Loan Agreement.

    Section 1 of the Loan Agreement is hereby amended in the 
following respects: 

    A new definition of "Stock Offering" is hereby added to 
Section 1 as follows:

    "'Stock Offering' shall mean a proposed public offering by 
the Guarantor of approximately $12,000,000 worth of Guarantor's 
Common Stock."

    Section 2(b) of the Loan Agreement is hereby deleted in its 
entirety and the following inserted in lieu thereof:

    "(b)	Advance Line of Credit.  On the terms 
and conditions hereinafter set forth, the Bank agrees to make 
Advances to Borrower from time to time during the period 
beginning on the Effective Date and ending on the Advance Loan 
Maturity Date in such amounts as Borrower may request up to the 
aggregate amount of $2,000,000.00 (the "Advance Line of Credit").  
Except as set forth hereinbelow, (i) Advances under the Advance 
Line of Credit shall be used solely for the Drilling Program and 
(ii) the maximum amount that may be advanced for any well in the 
Drilling Program shall be limited to the lesser of 80% of (A) the 
Approved AFE for such well, or (B) the actual cost to Borrower of 
such well and (iii) once repaid, amounts may not be reborrowed 
hereunder.  Notwithstanding any other provision of this 
Agreement, no Advance shall be required to be made hereunder if 
any Event of Default (as hereinafter defined) has occurred and is 
continuing or if any event or condition has occurred that may, 
with notice, be an Event of Default.  Each Advance under the 
Advance Line of Credit shall be an aggregate amount of at least 
$25,000.00.

    The parties hereto have agreed that on or after the Effective 
Date of the Second Amendment, the Bank shall make a one-time 
Advance in the form of a $2,000,000 bridge loan (the "Bridge 
Loan") under the Advance Line of Credit.  The $2,000,000 Advance 
under the Bridge Loan shall be used by the Borrower to retire a 
portion of the Revolving Commitment and to bridge the Stock 
Offering.  Interest on the Bridge Loan shall be due and payable 
on the last day of each month, beginning August 31, 1996.  
Principal of the Bridge Loan shall be due and payable on the 
earlier of (i) completion and funding of the Stock Offering or 
(ii) December 31, 1996.  Once repaid, amounts may not be 
reborrowed on the Bridge Loan."

    Section 12 of the Loan Agreement is hereby amended by the 
addition of a new Subsection "(u)" as follows:

    "(u)  Use of Proceeds of Stock Offering.  The first 
$3,000,000 of proceeds from the Stock Offering by Guarantor shall 
be contributed by Guarantor to the Borrower for the purpose of 
Borrower using such funds to repay the principal of the Bridge 
Loan in full and to reduce the principal balance outstanding on 
the Revolving Note.  After application of the $3,000,000 as 
aforesaid, the remaining balance, or any part thereof, of the 
proceeds of the Stock Offering may be used by Guarantor to redeem 
its Series A Convertible Preferred Stock pursuant to the 
provisions hereof.  No other cash from any other source may be 
used by Guarantor for such redemption."

    Section 13(e) of the Loan Agreement is hereby deleted in its 
entirety and the following inserted in lieu thereof:

    "(e)  Minimum Tangible Net Worth.  Borrower and Guarantor 
will not suffer or permit their consolidated Tangible Net Worth 
to ever be less than the greater of (i) the sum of $10,500,000 
plus ninety percent (90%) of the net proceeds (after direct cost 
thereof) from the Stock Offering and from an equity offering by 
Laguna Gold Company (the "Laguna Offering"), or (ii) Borrower's 
and Guarantor's Tangible Net Worth calculated in accordance with 
GAAP after giving effect to the Stock Offering, the Laguna 
Offering and the redemption of Borrower's Series A Convertible 
Preferred Stock minus $2,500,000."

    The Borrower and the Guarantor have requested a one-time 
waiver of the provisions of Section 13(h) of the Loan Agreement 
to allow the Guarantor to redeem its Series A Convertible 
Preferred Stock.  Subject to the satisfaction of the following 
conditions precedent, the Bank hereby consents to the redemption 
of by the Guarantor of all of the Series A Convertible Preferred 
Stock and waives any default that may occur pursuant to Section 
13(h) of the Loan Agreement as a result of such redemption:

    completion and funding of the Stock Offering;

        use of the net proceeds of the Stock Offering to effect 
such redemption; and

        a redemption price not in excess of the net carrying 
value of the Series A Convertible Preferred Stock on the books of 
the Guarantor as determined in accordance with GAAP; and

        no Event of Default has occurred and is continuing or 
would occur as a result of the redemption of such stock.

    As of the Effective Date, the Borrowing Base shall be 
$8,820,000 until redetermined pursuant to the provisions of the 
Loan Agreement.  The Monthly Commitment Reduction shall be zero 
dollars beginning July 31, 1996 and continuing through and 
including January 30, 1997 and, effective January 31, 1997, shall 
be increased to $130,000 per month until redetermined pursuant to 
the provisions of the Loan Agreement.

    This Second Amendment shall be effective as of the date first 
above written (the "Effective Date").

    The obligation of the Bank under this Second Amendment shall 
be subject to the following conditions precedent:

    Execution and Delivery.  Borrower and Guarantor shall have 
executed and delivered to the Bank this Second Amendment and 
other required documents, all in form and substance satisfactory 
to the Bank;

    Corporate Resolutions.  Bank shall have received appropriate 
certified corporate resolutions for Borrower and Guarantor;

    Other Documents.  The Bank shall have received such other 
instruments and documents incidental and appropriate to the 
transaction provided for herein as the Bank or its counsel may 
reasonably request, and all such documents shall be in form and 
substance satisfactory to the Bank; and

    Legal Matters Satisfactory.  All legal matters incident to 
the consummation of the transactions contemplated hereby shall be 
satisfactory to special counsel for the Bank retained at the 
expense of Borrower.

    Except to the extent its provisions are specifically amended, 
modified or superseded by this Second Amendment, the 
representations, warranties and affirmative and negative 
covenants of the Borrower contained in the Loan Agreement are 
incorporated herein by reference for all purposes as if copied 
herein in full.  Borrower and Guarantor hereby restate and 
reaffirm each and every term and provision of the Loan Agreement, 
including, without limitation, all representations, warranties 
and affirmative and negative covenants. 

    Borrower and Guarantor hereby represent and warrant that all 
factual information heretofore and contemporaneously furnished by 
or on behalf of Borrower and Guarantor to Bank for purposes of or 
in connection with this Second Amendment does not contain any 
untrue statement of a material fact or omit to state any material 
fact necessary to keep the statements contained herein or therein 
from being misleading.  Each of the foregoing representations and 
warranties shall constitute a representation and warranty of 
Borrower and Guarantor made under the Loan Agreement, and it 
shall be an Event of Default if any such representation and 
warranty shall prove to have been incorrect or false in any 
material respect at the time given.  Each of the representations 
and warranties made under the Loan Agreement (including those 
made herein) shall survive and not be waived by the execution and 
delivery of this Second Amendment or any investigation by Bank.

    Borrower and Guarantor agree to indemnify and hold harmless 
the Bank and its respective officers, employees, agents, 
attorneys and representatives (singularly, an "Indemnified 
Party", and collectively, the "Indemnified Parties") from and 
against any loss, cost, liability, damage or expense (including 
the reasonable fees and out-of-pocket expenses of counsel to the 
Bank, including all local counsel hired by such counsel) 
("Claim") incurred by the Bank in investigating or preparing for, 
defending against, or providing evidence, producing documents or 
taking any other action in respect of any commenced or threatened 
litigation, administrative proceeding or investigation under any 
federal securities law, federal or state environmental law, or 
any other statute of any jurisdiction, or any regulation, or at 
common law or otherwise, which is alleged to arise out of or is 
based upon any acts, practices or omissions or alleged acts, 
practices or omissions of the Borrower or their agents or arises 
in connection with the duties, obligations or performance of the 
Indemnified Parties in negotiating, preparing, executing, 
accepting, keeping, completing, countersigning, issuing, selling, 
delivering, releasing, assigning, handling, certifying, 
processing or receiving or taking any other action with respect 
to the Loan Documents and all documents, items and materials 
contemplated thereby even if any of the foregoing arises out of 
an Indemnified Party's ordinary negligence.  The indemnity set 
forth herein shall be in addition to any other obligations or 
liabilities of the Borrower and Guarantor to the Bank hereunder 
or at common law or otherwise, and shall survive any termination 
of this Agreement, the expiration of the Loan and the payment of 
all indebtedness of the Borrower to the Bank hereunder and under 
the Note, provided that neither the Borrower nor the Guarantor 
shall have any obligation under this Section 13 to the Bank with 
respect to any of the foregoing arising out of the gross 
negligence or willful misconduct of the Bank.  If any Claim is 
asserted against any Indemnified Party, the Indemnified Party 
shall endeavor to notify the Borrower and Guarantor of such Claim 
(but failure to do so shall not affect the indemnification herein 
made except to the extent of the actual harm caused by such 
failure).  The Indemnified Party shall have the right to employ, 
at the Borrower's and/or Guarantor's expense, counsel of the 
Indemnified Parties' choosing and to control the defense of the 
Claim.  Borrower and Guarantor may at their own expense also 
participate in the defense of any Claim.  Each Indemnified Party 
may employ separate counsel in connection with any Claim to the 
extent such Indemnified Party believes it reasonably prudent to 
protect such Indemnified Party.  THE PARTIES INTEND FOR THE 
PROVISIONS OF THIS SECTION 13 TO APPLY TO AND PROTECT EACH 
INDEMNIFIED PARTY FROM THE CONSEQUENCES OF STRICT LIABILITY 
IMPOSED OR THREATENED TO BE IMPOSED ON ANY INDEMNIFIED PARTY AS 
WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER OR 
NOT THAT NEGLIGENCE IS THE SOLE, CONTRIBUTING, OR CONCURRING 
CAUSE OF ANY CLAIM.

    WRITTEN LOAN AGREEMENT.  THE LOAN AGREEMENT, AS AMENDED BY 
THIS SECOND AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN AND 
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 BETWEEN AND 
AMONG THE PARTIES.

    The Guarantor hereby consents to the execution thereof by the 
Borrower and reaffirms its guaranty of all of the obligations of 
Borrower to Bank.

    IN WITNESS WHEREOF, the parties have caused this Second 
Amendment to Loan Agreement to be duly executed as of the date 
first above written.

                                 BORROWER:
                                 ________

                                 MALLON OIL COMPANY
                                 a Colorado corporation


                                 By:____________________________
                                 Kevin M. Fitzgerald,
                                 President


                                 GUARANTOR:
                                 _________

                                 MALLON RESOURCES CORPORATION,
                                 a Colorado corporation


                                 By:___________________________
                                 Name:_________________________
                                 Title:________________________


                                 BANK:
                                 ____

                                 BANK ONE, TEXAS, N.A.,
                                 a national banking association


                                 By: _________________________
                                     Reed V Thompson,
                                     Vice President





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