LOUIS DREYFUS NATURAL GAS CORP, S-3, 1997-02-07

LOUIS DREYFUS NATURAL GAS CORP
S-3, 1997-02-07
CRUDE PETROLEUM & NATURAL GAS

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As filed with the Securities and Exchange Commission on February 7, 1997
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LOUIS DREYFUS NATURAL GAS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Oklahoma 73-1098614
(STATE OR JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
14000 QUAIL SPRINGS PARKWAY, SUITE 600
OKLAHOMA CITY, OKLAHOMA 73134
(405) 749-1300
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

PETER B. FRITZINGER
14000 QUAIL SPRINGS PARKWAY, SUITE 600
OKLAHOMA CITY, OKLAHOMA 73134
(405) 749-1300
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

COPY TO:
MICHAEL M. STEWART JOHN W. WHITE
CROWE & DUNLEVY, A PROFESSIONAL CORPORATION CRAVATH, SWAINE & MOORE
1800 MID-AMERICA TOWER WORLDWIDE PLAZA
20 NORTH BROADWAY 825 EIGHTH AVENUE
OKLAHOMA CITY, OKLAHOMA 73102 NEW YORK, NEW YORK 10019
(405) 235-7700 (212) 474-1000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================
Title of Each Amount Proposed Maximum Proposed Maximum Amount of
Class of Securities to be Offering Price Aggregate Offering Registration
To Be Registered Registered(1) Per Share(2) Price(2) Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$0.01 per share 6,325,000 shares $17.25 $109,106,250 $33,062.50
- -------------------------------------------------------------------------------------------------
<FN>
(1) Includes shares that may be sold by the Selling Shareholder upon exercise of the
Underwriters' over-allotment options.
(2) Pursuant to Rule 457(c), estimated solely for purposes of calculating the registration fee
based on the high and low sale prices of the Registrant's Common Stock on February 3, 1997
as reported on the New York Stock Exchange.
</TABLE>

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.

<PAGE> 2
The following legend will appear in the left margin of the following cover
page of the Prospectus:

Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

<PAGE> 3
Prospectus Subject to Completion
February , 1997
5,500,000 Shares

LOUIS DREYFUS NATURAL GAS CORP.

COMMON STOCK
($.01 par value)

Of the shares of Common Stock, $.01 par value per share (the "Common Stock"),
being offered, 2,750,000 shares are being sold by Louis Dreyfus Natural Gas
Corp. (the "Company"), and 2,750,000 shares are being sold by the Selling
Shareholder. See "Selling Shareholder."

Of the shares being offered, 4,675,000 shares are being offered in the United
States and Canada (the "U.S. Offering") and 825,000 shares are being offered
in a concurrent international offering outside the United States and Canada
(the "International Offering" and, collectively with the U. S. Offering, the
"Offerings"), subject to transfers between the U.S. Underwriters and the
International Underwriters. The Price to Public and Underwriting Discount per
share will be identical for the U.S. Offering and the International Offering.
See "Underwriting." The closing of the U.S. Offering and International
Offering are conditioned upon each other.

The Common Stock is listed on the New York Stock Exchange under the symbol
"LD." On February , 1997, the last reported sale price for the Common
Stock, as reported on the New York Stock Exchange Composite Transactions Tape,
was $ per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

==============================================================================
<TABLE>
<CAPTION>
Proceeds to
Price to Underwriting Proceeds to Selling
Public Discount Company(1) Shareholder(1)
<C> <C> <C> <C>
Per Share. . . . . $ $ $ $
Total(2) . . . . . $ $ $ $
==============================================================================
<FN>
(1) Before deducting offering expenses estimated at $350,000, all of which
are payable by the Company.
(2) The Selling Shareholder has granted to the U.S. Underwriters and the
International Underwriters 30-day options to purchase up to an aggregate
of 825,000 shares of Common Stock at the Price to Public, less
Underwriting Discount, solely to cover over-allotments, if any. If the
Underwriters exercise such options in full, the total Price to Public,
Underwriting Discount and Proceeds to Selling Shareholder will be $ ,
$ and $ , respectively. See "Underwriting."
</TABLE>

The shares are offered subject to receipt and acceptance by the Underwriters,
to prior sale and to the Underwriters' right to reject any order in whole or
in part and to withdraw, cancel or modify the offer without notice. It is
expected that delivery of the shares will be made at the office of Salomon
Brothers Inc, Seven World Trade Center, New York, New York, or through the
facilities of The Depository Trust Company, on or about , 1997.

SALOMON BROTHERS INC
CREDIT SUISSE FIRST BOSTON
HOWARD, WEIL, LABOUISSE, FRIEDRICHS
Incorporated
MORGAN STANLEY & CO.
Incorporated

The date of this Prospectus is , 1997.

<PAGE> 4
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed by the Company can be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549 and
at its Regional Offices at Seven World Trade Center, Suite 1300, New York, New
York 10048 and at Northwest Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60611. Copies of such materials also may be obtained
at prescribed rates from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. In addition, the
Commission maintains a web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission at http://www.sec.gov. The Common Stock of
the Company is listed on the New York Stock Exchange, and similar information
concerning the Company may also be inspected and copied at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.

The Company has filed with the Commission a Registration Statement on
Form S-3 (together with any exhibits, amendments and schedules thereto, the
"Registration Statement"), of which this Prospectus constitutes a part, under
the Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus does not contain all the information set forth in or incorporated
by reference in the Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the shares offered hereby,
reference is made to the Registration Statement. Copies of the Registration
Statement are on file at the offices of the Commission and may be obtained
upon payment of prescribed fees, or may be examined without charge at the
Public Reference Section of the Commission described above. Statements
contained in this Prospectus concerning the provisions of any contract,
agreement or other document filed with the Registration Statement as exhibits
are necessarily summaries of such documents, and each such statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1995; (b)
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1996,
June 30, 1996 and September 30, 1996; and (c) the description of the Company's
Common Stock contained in the Company's Registration Statement on Form 8-A
dated October 19, 1993. All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the Offerings shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing of such documents.

Any statement contained in a document all or a portion of which is
incorporated herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.

The Company will furnish without charge to each person, including any
beneficial owner of Common Stock, to whom a copy of this Prospectus has been
delivered, upon the written or oral request of such person, a copy of any of
the foregoing documents incorporated by reference herein, except for the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into the information that this Prospectus incorporates).
Requests for such copies should be directed to Louis Dreyfus Natural Gas
Corp., Attention: Investor Relations, 14000 Quail Springs Parkway, Suite 600,
Oklahoma City, Oklahoma 73134 (telephone: (405) 749-1300).

--------------------

IN CONNECTION WITH THE OFFERINGS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

<PAGE> 5
THE COMPANY

The Company is an independent energy company engaged in the acquisition,
development, exploration, production and marketing of natural gas and crude
oil. The address of the Company's principal executive offices is 14000 Quail
Springs Parkway, Suite 600, Oklahoma City, Oklahoma 73134, and its telephone
number at such address is (405) 749-1300.

USE OF PROCEEDS

The net proceeds from the sale of the 2,750,000 shares of Common Stock
offered by the Company hereby are estimated to be approximately $ .
The Company will not receive any proceeds from the sale of Common Stock by the
Selling Shareholder. Pending application of the net proceeds in the manner
described below, such proceeds will be applied to reduce indebtedness under
the Company's revolving credit facility with a syndicate of banks. The
Company intends to use the net proceeds payable to the Company for additional
exploratory and development drilling, acquisition of oil and gas reserves,
recompletion and reworking of existing wells and other corporate purposes.
The specific use of such proceeds will depend upon a number of factors,
including results of exploratory and development drilling, costs of
recompletions and reworks, and availability of oil and gas property
acquisitions on suitable terms. Although the Company has acquisition
opportunities under consideration, no specific acquisition has been agreed
upon or become the subject of any letter of intent or agreement in principle.

SELLING SHAREHOLDER

The following table sets forth as of February 1, 1997 certain information
known to the Company with respect to the beneficial ownership of shares of the
Company's Common Stock by the Selling Shareholder.

<TABLE>
<CAPTION>
Shares Shares Beneficially
Beneficially Owned After Offering (1)
Owned Prior Shares to ------------------------
Selling Shareholder to Offering be Sold (1) Number Percent
- ------------------- ------------ ----------- ------ -------
<C> <C> <C> <C> <C>
S.A. Louis Dreyfus
et Cie (2) 20,630,000 2,750,000 17,880,000 58.5%
- -----------
<FN>
(1) Assumes that the Underwriters' over-allotment options covering an
aggregate of 825,000 additional shares will not be exercised and that all
shares offered hereby will be sold and no other shares of Common Stock
will be purchased or sold by the Selling Shareholder. If the
Underwriters' over-allotment options are exercised in full, the Selling
Shareholder will beneficially own 17,055,000 shares representing 55.8% of
the outstanding Common Stock.

(2) S.A. Louis Dreyfus et Cie, 87 Avenue de la Grande Armee, 75782 Paris,
France, shares voting and investment power over all of the shares
indicated as beneficially owned by it with its direct or indirect wholly
owned subsidiaries, Louis Dreyfus Holding Company Inc. and Louis Dreyfus
Commercial Activities, Inc., 10 Westport Road, Wilton, Connecticut
06897-0810 and, as to 20,000,000 of such shares, shares voting and
investment power with Louis Dreyfus Natural Gas Holdings Corp, 2500 Grubb
Road, Suite 232, Wilmington, Delaware 19810-4706. The Selling
Shareholder has pledged 20,000,000 of the shares of Common Stock of the
Company owned by it to certain banks to secure loans made to the Selling
Shareholder in the ordinary course of its business. A default by the
Selling Shareholder under the terms of such arrangements could result in
the sale of all or a portion of the pledged shares and a change in
control of the Company.
</TABLE>

The Selling Shareholder currently beneficially owns 74.2% of the
outstanding Common Stock of the Company and through its ability to elect all
the directors of the Company effectively controls all matters upon which
stockholders have a right to vote and which relate to management of the
Company. Gerard Louis-Dreyfus, Daniel R. Finn, Jr. and Simon B. Rich, Jr.,
all directors of the Company, are also executive officers and/or directors of
the Selling Shareholder

<PAGE> 6
or various of its subsidiaries or affiliates. The Company and various
subsidiaries of the Selling Shareholder have in the past entered into
intercompany transactions and agreements incident to their respective
businesses and they may continue to do so in the future. The Company intends
that the terms of any transaction between the Company and the Selling
Shareholder will be at least as favorable to the Company as could be obtained
from unaffiliated third parties.

UNDERWRITING

Subject to the terms and conditions set forth in an underwriting
agreement (the "U.S. Underwriting Agreement") among the Company, the Selling
Shareholder and each of the underwriters named below (the "U.S.
Underwriters"), for whom Salomon Brothers Inc, Credit Suisse First Boston
Corporation, Howard, Weil, Labouisse, Friedrichs Incorporated, and Morgan
Stanley & Co. Incorporated are acting as representatives (the "U.S.
Representatives"), the Company and the Selling Shareholder have agreed to sell
each of the U.S. Underwriters and each such U.S. Underwriter has severally
agreed to purchase from the Company and the Selling Shareholder the aggregate
number of shares of Common Stock set forth opposite its name below:

<TABLE>
Number
U.S. Underwriters of Shares
- ----------------- ----------
<S> <C>
Salomon Brothers Inc. . . . . . . . . . . . . . . . . . . . .
Credit Suisse First Boston Corporation. . . . . . . . . . . .
Howard, Weil, Labouisse, Friedrichs Incorporated. . . . . . .
Morgan Stanley & Co. Incorporated . . . . . . . . . . . . . .

----------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . 4,675,000
==========
</TABLE>

In addition, the Company and the Selling Shareholder have entered into an
underwriting agreement (the "International Underwriting Agreement") with the
International Underwriters named therein, for whom Salomon Brothers
International Limited, Credit Suisse First Boston (Europe) Limited, Howard,
Weil, Labouisse, Friedrichs Incorporated and Morgan Stanley & Co.
International Limited are acting as representatives (the "International
Representatives"), providing for the concurrent offer and sale of shares of
Common Stock outside the U.S. and Canada. The closing with respect to the sale
of the shares of Common Stock pursuant to the U.S. Underwriting Agreement is a
condition to the closing with respect to the sale of the shares of Common
Stock pursuant to the International Underwriting Agreement, and the closing
with respect to the sale of the shares of Common Stock pursuant to the
International Underwriting Agreement is a condition to the closing with
respect to sale of the shares of Common Stock pursuant to the U.S.
Underwriting Agreement. The public offering price and underwriting discounts
and concessions per share for the U.S. Offering and the International Offering
will be identical.

The U.S. Underwriting Agreement provides that the several U.S.
Underwriters will be obligated to purchase all the shares of Common Stock
being offered (other than the shares covered by the over-allotment option
described below), if any are purchased. In the event of default by any U.S.
Underwriters, the U.S. Underwriting Agreement provides that, in certain
circumstances, the purchase commitments of the non-defaulting U.S.
Underwriters may be increased or the U.S. Underwriting Agreement may be
terminated.

The U.S. Underwriters have advised the Company that they propose
initially to offer the Common Stock directly to the public at the public
offering price set forth on the cover page of this Prospectus and to certain
dealers at such price less a concession not in excess of $ per share. The
U.S. Underwriters may allow, and such dealers may reallow, a concession not in
excess of $ per share on sales to certain other dealers. After the
initial offering, the price to public and concessions to dealers may be
changed.

<PAGE> 7
Each U.S. Underwriter has severally agreed that, as part of the
distribution of the U.S. Offering, (i) it is not purchasing any shares of
Common Stock for the account of anyone other than a United States or Canadian
Person (as defined below) and (ii) it has not offered or sold, and will not
offer or sell, directly or indirectly, any shares of Common Stock or
distribute this Prospectus to any person outside the United States or Canada
or to anyone other than a United States or Canadian Person. Each International
Underwriter has severally agreed that, as part of the distribution of the
International Offering, (i) it is not purchasing any shares of Common Stock
for the account of any United States or Canadian Person, and (ii) it has not
offered or sold, and will not offer or sell, directly or indirectly, any
shares of Common Stock or distribute any Prospectus related to the
International Offering to any person within the United States or Canada or to
any United States or Canadian Person. The foregoing limitations do not apply
to stabilization transactions or to certain other transactions specified in
the Agreement Between U.S. Underwriters and International Underwriters
described below. "United States or Canadian Person" means any person who is a
natural citizen or resident of the United States or Canada, any corporation,
partnership or other entity created or organized in or under the laws of the
United States or Canada, or any political subdivision thereof, any estate or
trust the income of which is subject to United States or Canadian federal
income taxation, regardless of the source of its income (other than a foreign
branch of any United States or Canadian Person), and includes any United
States or Canadian branch of a person other than a United States or Canadian
Person.

Each U.S. Underwriter that will offer or sell shares of Common Stock in
Canada as part of the distribution has severally agreed that such offers and
sales will be made only pursuant to an exemption from the prospectus
requirements in each jurisdiction in Canada in which such offers and sales are
made. Each International Underwriter has severally agreed that (i) it has not
offered or sold and will not offer or sell in the United Kingdom, by means of
any document, any International Securities other than to persons whose
ordinary business it is to buy or sell shares or debentures, whether as
principal or agent or in circumstances which do not constitute an offer to the
public within the meaning of the Companies Act 1985; (ii) it has complied with
and will comply with all applicable provisions of The Financial Services Act
1986 with respect to anything done by it in relation to the International
Securities, in, from or otherwise involving the United Kingdom; and (iii) it
has only issued or passed on and will only issue and pass on to any person in
the United Kingdom any document received by it in connection with the issue of
the International Securities if that person is of a kind described in Article
9(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1992 or a person to whom the document may otherwise
lawfully be issued or passed on.

The U.S. Underwriters and the International Underwriters have entered
into an agreement that provides for the coordination of their activities (the
"Agreement Between U.S. Underwriters and International Underwriters").
Pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, sales may be made between the U.S. Underwriters and the
International Underwriters of such number of shares of Common Stock as may be
mutually agreed. The per share price of any shares of Common Stock so sold
shall be the initial public offering price set forth on the cover page of this
Prospectus, less an amount not greater than the concession to securities
dealers set forth above. To the extent that there are sales between the U.S.
Underwriters and the International Underwriters pursuant to the Agreement
Between U.S. Underwriters and International Underwriters, the number of shares
initially available for sale by the U.S. Underwriters or by the International
Underwriters may be more or less than the amount appearing on the cover page
of this Prospectus.

The Selling Shareholder has granted to the U.S. Underwriters and the
International Underwriters options to purchase up to an additional aggregate
of 701,250 and 123,750 shares of Common Stock, respectively, at the initial
public offering price less the aggregate underwriting discounts and
concessions, solely to cover over-allotments. Either or both options may be
exercised at any time up to 30 days after the date of this Prospectus. To the
extent that the U.S. Underwriters and International Underwriters exercise such
options, each of the U.S. Underwriters or International Underwriters, as the
case may be, will be committed, subject to certain conditions, to purchase a
number of option shares proportionate to such U.S. Underwriter's or
International Underwriter's initial commitment, as applicable.

For a period of 90 days after the date of this Prospectus, the Company,
the Selling Shareholder, and each director and executive officer of the
Company have agreed not to offer, sell, contract to sell or otherwise dispose
of any shares of Common Stock, any other capital stock of the Company or any
security convertible into or exercisable or exchangeable for Common Stock or
any such other capital stock, file or cause to be filed a registration
statement with the Commission in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call

<PAGE> 8
equivalent position within the meaning of Section 16 of the Exchange Act with
respect to any shares of capital stock of the Company or publicly announce the
intention to effect any such transaction, in each case, without the prior
written consent of Salomon Brothers Inc and Salomon Brothers International
Limited except (a) the Company may register the Common Stock and the Company
and the Selling Shareholder may sell the shares of Common Stock offered in the
Offerings, (b) the Selling Shareholder may sell the shares of Common Stock
pursuant to the exercise of the Underwriters' over-allotment options and (c)
the Company may issue securities pursuant to the Company's stock option or
other benefit or incentive plans maintained for its officers, directors or
employees.

No action has been taken or will be taken in any jurisdiction by the
Company, the U.S. Underwriters or the International Underwriters that would
permit a public offering of the shares offered hereby in any jurisdiction
where action for that purpose is required, other than the United States.
Persons who come into possession of this Prospectus are required by the
Company, the U.S. Underwriters and the International Underwriters to inform
themselves about and to observe any restrictions as to the offering of the
shares offered hereby and the distribution of this Prospectus.

The shares of Common Stock may not be offered or sold directly or
indirectly in Hong Kong by means of this document or any other offering
material or document other than to persons whose ordinary business it is to
buy or sell shares or debentures, whether as principal or as agent. Unless
permitted to do so by the securities laws of Hong Kong, no person may issue or
cause to be issued in Hong Kong this document or any amendment or supplement
thereto or any other information, advertisement or document relating to the
shares of Common Stock other than with respect to shares of Common Stock
intended to be disposed of to persons outside Hong Kong or to persons whose
business involves the acquisition, disposal or holding of securities, whether
as principal or as agent.

The shares of Common Stock have not been registered under the Securities
and Exchange law of Japan and are not being offered and may not be offered or
sold directly or indirectly in Japan or to residents of Japan, except pursuant
to applicable Japanese laws and regulations.

Purchasers of the shares of Common Stock offered hereby may be required
to pay stamp taxes and other charges in accordance with the laws and practices
of the country of purchase in addition to the offering price set forth on the
cover page hereof.

The Company and the Selling Shareholder have agreed to indemnify the U.S.
Underwriters against certain civil liabilities, including certain liabilities
under the Securities Act or contribute to payments the U.S. Underwriters may
be required to make in respect thereof.

LEGAL MATTERS

The legality of the Common Stock offered hereby will be passed upon for
the Company by Crowe & Dunlevy, A Professional Corporation, Oklahoma City,
Oklahoma, and certain legal matters will be passed upon for the Underwriters
by Cravath, Swaine & Moore, New York, New York.

EXPERTS

The consolidated financial statements and related financial statement
schedule of the Company at December 31, 1994 and 1995 and for each of the
three years in the period ended December 31, 1995, incorporated herein by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon appearing therein and
incorporated herein by reference. Such consolidated financial statements and
financial statement schedule are incorporated herein by reference in reliance
upon the report of Ernst & Young LLP given upon the authority of such firm as
experts in auditing and accounting.

Certain estimates of oil and gas reserves of the Company and related
information as of December 31, 1995 included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 and incorporated herein by
reference to such Annual Report on Form 10-K have been reviewed by Ryder Scott
Company as set forth in their report with respect thereto, and all such
information has been so incorporated in reliance on the authority of such firm
as experts regarding the matters addressed in their report.

<PAGE> 9
No dealer, salesperson or other person has
been authorized to give any information or to 5,500,000 Shares
make any representations other than those
contained in or incorporated by reference in
this Prospectus in connection with the offer
made by this Prospectus and, if given or made,
such information or representations must not
be relied upon as having been authorized by
the Company, the Selling Shareholder or any
of the Underwriters. Neither the delivery of
this Prospectus nor any sale made hereunder LOUIS DREYFUS
shall, under any circumstances, create any NATURAL GAS
implication that there has been no change in CORP.
the affairs of the Company since the dates as
of which information is given in this
Prospectus. This Prospectus does not
constitute an offer or solicitation by anyone in
any jurisdiction in which such offer or
solicitation is not authorized or in which the
person making such offer or solicitation is not
qualified to do so or to any person to whom it
is unlawful to make such solicitation.
COMMON STOCK
($.01 PAR VALUE)
---------------------

Table of Contents
Page
----
Available Information . . . . . . . . . 2 SALOMON BROTHERS INC
Incorporation of Certain
Documents by Reference. . . . . . . . 2 CREDIT SUISSE FIRST BOSTON
The Company . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . 3 HOWARD, WEIL
Selling Shareholder . . . . . . . . . . 3 LABOUISSE, FRIEDRICHS
Underwriting. . . . . . . . . . . . . . 4 Incorporated
Legal Matters . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . 6 MORGAN STANLEY & CO.
Incorporated

Prospectus
Dated ,1997

<PAGE> 10
[ALTERNATE INTERNATIONAL PAGE]

Prospectus Subject to Completion
February , 1997
5,500,000 Shares

LOUIS DREYFUS NATURAL GAS CORP.

Common Stock
($.01 par value)

Of the shares being offered, 825,000 shares are being offered outside the
United States and Canada (the "International Offering") and 4,675,000 shares
are being offered in a concurrent offering in the United States and Canada
(the "U.S. Offering" and, collectively with the International Offering, the
"Offerings"), subject to transfers between the International Underwriters and
the U.S. Underwriters. The Price to Public and Underwriting Discount per share
will be identical for the International Offering and the U.S. Offering. See
"Underwriting." The closing of the International Offering and U.S. Offering
are conditioned upon each other.

- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proceeds to
Price to Underwriting Proceeds to Selling
Public Discount Company(1) Shareholder(1)
<S> <C> <C> <C> <C>
Per Share. . . . . . $ $ $ $
Total(2) . . . . . . $ $ $ $
- ------------------------------------------------------------------------------
<FN>
(1) Before deducting offering expenses estimated at $350,000, all of which
are payable by the Company.
(2) The Selling Shareholder has granted to the International Underwriters and
the U.S. Underwriters 30-day options to purchase up to an
aggregate of 825,000 shares of Common Stock at the Price to Public, less
Underwriting Discount, solely to cover over-allotments, if any. If the
Underwriters exercise such options in full, the total Price to Public,
Underwriting Discount and Proceeds to Selling Shareholder will be $ ,
$ and $ , respectively. See "Underwriting."
</TABLE>

SALOMON BROTHERS INTERNATIONAL LIMITED
CREDIT SUISSE FIRST BOSTON
HOWARD, WEIL, LABOUISSE, FRIEDRICHS
Incorporated
MORGAN STANLEY & CO.
Incorporated

The date of this Prospectus is , 1997.

<PAGE> 11
[ALTERNATE INTERNATIONAL PAGE]

or various of its subsidiaries or affiliates. The Company and various
subsidiaries of the Selling Shareholder have in the past entered into
intercompany transactions and agreements incident to their respective
businesses and they may continue to do so in the future. The Company intends
that the terms of any transaction between the Company and the Selling
Shareholder will be at least as favorable to the Company as could be obtained
from unaffiliated third parties.

UNDERWRITING

Subject to the terms and conditions set forth in an underwriting
agreement (the "International Underwriting Agreement") among the Company, the
Selling Shareholder and each of the underwriters named below (the
"International Underwriters"), for whom Salomon Brothers International
Limited, Credit Suisse First Boston (Europe) Limited, Howard, Weil, Labouisse,
Friedrichs Incorporated and Morgan Stanley & Co. International Limited are
acting as representatives (the "International Representatives"), the Company
and the Selling Shareholder have agreed to sell each of the International
Underwriters and each such International Underwriter has severally agreed to
purchase from the Company and the Selling Shareholder the aggregate number of
shares of Common Stock set forth opposite its name below:

<TABLE>
Number
International Underwriters of Shares
- -------------------------- ----------
<S> <C>
Salomon Brothers International Limited. . . . . . . . . . . .
Credit Suisse First Boston (Europe) Limited . . . . . . . . .
Howard, Weil, Labouisse, Friedrichs Incorporated. . . . . . .
Morgan Stanley & Co. International Limited. . . . . . . . . .

----------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . 825,000
==========
</TABLE>

In addition, the Company and the Selling Shareholder have entered into an
underwriting agreement (the "U.S. Underwriting Agreement") with the U.S.
Underwriters named therein, for whom Salomon Brothers Inc, Credit Suisse First
Boston Corporation, Howard, Weil, Labouisse, Friedrichs Incorporated and
Morgan Stanley & Co. Incorporated are acting as representatives (the "U.S.
Representatives"), providing for the concurrent offer and sale of shares of
Common Stock in the U.S. and Canada. The closing with respect to the sale of
the shares of Common Stock pursuant to the International Underwriting
Agreement is a condition to the closing with respect to the sale of the shares
of Common Stock pursuant to the U.S. Underwriting Agreement, and the closing
with respect to the sale of the shares of Common Stock pursuant to the U.S.
Underwriting Agreement is a condition to the closing with respect to sale of
the shares of Common Stock pursuant to the International Underwriting
Agreement. The public offering price and underwriting discounts and
concessions per share for the International Offering and the U.S. Offering
will be identical.

The U.S. Underwriting Agreement provides that the several U.S. Underwriters
will be obligated to purchase all the shares of Common Stock being offered
(other than the shares covered by the over-allotment option described below),
if any are purchased. In the event of default by any U.S. Underwriters, the
U.S. Underwriting Agreement provides that, in certain circumstances, the
purchase commitments of the non-defaulting U.S. Underwriters may be increased
or the U.S. Underwriting Agreement may be terminated.

The U.S. Underwriters have advised the Company that they propose initially
to offer the Common Stock directly to the public at the public offering price
set forth on the cover page of this Prospectus and to certain dealers at such
price less a concession not in excess of $ per share. The U.S.
Underwriters may allow, and such dealers may reallow, a concession not in
excess of $ per share on sales to certain other dealers. After the
initial offering, the price to public and concessions to dealers may be
changed.

<PAGE> 12
[ALTERNATE INTERNATIONAL PAGE]

Each U.S. Underwriter has severally agreed that, as part of the
distribution of the U.S. Offering, (i) it is not purchasing any shares of
Common Stock for the account of anyone other than a United States or Canadian
Person (as defined below) and (ii) it has not offered or sold, and will not
offer or sell, directly or indirectly, any shares of Common Stock or
distribute this Prospectus to any person outside the United States or Canada
or to anyone other than a United States or Canadian Person. Each International
Underwriter has severally agreed that, as part of the distribution of the
International Offering, (i) it is not purchasing any shares of Common Stock
for the account of any United States or Canadian Person, and (ii) it has not
offered or sold, and will not offer or sell, directly or indirectly, any
shares of Common Stock or distribute any Prospectus related to the
International Offering to any person within the United States or Canada or to
any United States or Canadian Person. The foregoing limitations do not apply
to stabilization transactions or to certain other transactions specified in
the Agreement Between U.S. Underwriters and International Underwriters
described below. "United States or Canadian Person" means any person who is a
natural citizen or resident of the United States or Canada, any corporation,
partnership or other entity created or organized in or under the laws of the
United States or Canada, or any political subdivision thereof, any estate or
trust the income of which is subject to United States or Canadian federal
income taxation, regardless of the source of its income (other than a foreign
branch of any United States or Canadian Person), and includes any United
States or Canadian branch of a person other than a United States or Canadian
Person.

The U.S. Underwriters and the International Underwriters have entered into
an agreement that provides for the coordination of their activities (the
"Agreement Between U.S. Underwriters and International Underwriters").
Pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, sales may be made between the U.S. Underwriters and the
International Underwriters of such number of shares of Common Stock as may be
mutually agreed. The per share price of any shares of Common Stock so sold
shall be the initial public offering price set forth on the cover page of this
Prospectus, less an amount not greater than the concession to securities
dealers set forth above. To the extent that there are sales between the U.S.
Underwriters and the International Underwriters pursuant to the Agreement
Between U.S. Underwriters and International Underwriters, the number of shares
initially available for sale by the U.S. Underwriters or by the International
Underwriters may be more or less than the amount appearing on the cover page
of this Prospectus.

For a period of 90 days after the date of this Prospectus, the Company, the
Selling Shareholder, and each director and executive officer of the Company
have agreed not to offer, sell, contract to sell or otherwise dispose of any
shares of Common Stock, any other capital stock of the Company or any security
convertible into or exercisable or exchangeable for Common Stock or any such
other capital stock, file or cause to be filed a registration statement with
the Commission in respect of, or establish or increase a put equivalent
position

<PAGE 13>
[ALTERNATE INTERNATIONAL PAGE]

or liquidate or decrease a call equivalent position within the meaning of
Section 16 of the Exchange Act with respect to any shares of capital stock of
the Company or publicly announce the intention to effect any such transaction,
in each case, without the prior written consent of Salomon Brothers Inc and
Salomon Brothers International Limited except (a) the Company may register the
Common Stock and the Company and the Selling Shareholder may sell the shares
of Common Stock offered in the Offerings, (b) the Selling Shareholder may sell
the shares of Common Stock pursuant to the exercise of the Underwriters'
over-allotment options and (c) the Company may issue securities pursuant to
the Company's stock option or other benefit or incentive plans maintained for
its officers, directors or employees.

Purchasers of the shares of Common Stock offered hereby may be required to
pay stamp taxes and other charges in accordance with the laws and practices of
the country of purchase in addition to the offering price set forth on the
cover page hereof.

LEGAL MATTERS

The legality of the Common Stock offered hereby will be passed upon for the
Company by Crowe & Dunlevy, A Professional Corporation, Oklahoma City,
Oklahoma, and certain legal matters will be passed upon for the Underwriters
by Cravath, Swaine & Moore, New York, New York.

EXPERTS

Certain estimates of oil and gas reserves of the Company and related
information as of December 31, 1995 included in the Company's Annual Report on
Form 10-K, for the year ended December 31, 1995 and incorporated herein by
reference to such Annual Report on Form 10-K have been reviewed by Ryder Scott
Company as set forth in their report with respect thereto, and all such
information has been so incorporated in reliance on the authority of such firm
as experts regarding the matters addressed in their report.

<PAGE> 14
[ALTERNATE INTERNATIONAL PAGE]

No dealer, salesperson or other person has
been authorized to give any information or to 5,500,000 Shares
make any representations other than those
contained in or incorporated by reference in
this Prospectus in connection with the offer
made by this Prospectus and, if given or made,
such information or representations must not
be relied upon as having been authorized by
the Company, the Selling Shareholder or any
of the Underwriters. Neither the delivery of
this Prospectus nor any sale made hereunder LOUIS DREYFUS
shall, under any circumstances, create any NATURAL GAS
implication that there has been no change in CORP.
the affairs of the Company since the dates as
of which information is given in this
Prospectus. This Prospectus does not
constitute an offer or solicitation by anyone in
any jurisdiction in which such offer or
solicitation is not authorized or in which the
person making such offer or solicitation is not
qualified to do so or to any person to whom it
is unlawful to make such solicitation.
COMMON STOCK
($.01 PAR VALUE)
---------------------

Table of Contents
Page
---- SALOMON BROTHERS
Available Information . . . . . . . . . 2 INTERNATIONAL LIMITED
Incorporation of Certain
Documents by Reference. . . . . . . . 2 CREDIT SUISSE FIRST BOSTON
The Company . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . 3 HOWARD, WEIL
Selling Shareholder . . . . . . . . . . 3 LABOUISSE, FRIEDRICHS
Underwriting. . . . . . . . . . . . . . 4 Incorporated
Legal Matters . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . 6 MORGAN STANLEY & CO.
Incorporated

Prospectus
Dated , 1997
<PAGE> 15
Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Set forth below is an itemization of the costs, other than underwriting
discounts and commissions, incurred by the Registrant in connection with the
offer and sale of the securities registered hereby. All amounts shown are
estimates except the Securities and Exchange Commission registration fee, the
NASD fee and the NYSE listing fee. Pursuant to a Registration Rights
Agreement between the Registrant and the Selling Shareholder, all such costs
are payable by the Registrant.

<TABLE>
<CAPTION>
<C> <C>
Securities and Exchange Commission
Registration Fee . . . . . . . . . . . . . . . . . . . . $ 33,062
NASD Fee . . . . . . . . . . . . . . . . . . . . . . . . . 11,411
NYSE Listing Fee . . . . . . . . . . . . . . . . . . . . . 22,150
Blue Sky Fees and Expenses (including fees of counsel) . . . 20,000
Printing Expenses . . . . . . . . . . . . . . . . . . . . . 75,000
Legal Fees and Expenses (other than Blue Sky). . . . . . . . 50,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . 35,000
Transfer Agent and Registrar Fees . . . . . . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 98,377
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . $350,000
========
</TABLE>

Item 15. Indemnification of Directors and Officers

The Registrant's Certificate of Incorporation provides that, pursuant to
Oklahoma law, its directors shall not be liable for monetary damages for
breach of the directors' fiduciary duty of care to the Registrant and its
stockholders. The provision in the Certificate of Incorporation does not
eliminate the duty of care and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Oklahoma law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant, as well as for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for actions leading to
improper personal benefit to the director, and for payment of dividends or
approval of stock repurchases or redemptions that are unlawful under Oklahoma
law. The provision also does not affect a director's responsibilities under
any other law, such as the state or federal securities laws.

Under Section 1031 of the Oklahoma General Corporation Act, the Registrant
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act").

The Registrant's Certificate of Incorporation provides that the Registrant
shall indemnify its directors and officers to the fullest extent permitted by
Oklahoma law. The Certificate of Incorporation requires the Registrant to
indemnify such persons against expenses, judgments, fines, settlements and
other amounts incurred in connection with any proceeding, whether actual or
threatened, to which any such person may be made a party by reason of the fact
that such person is or was a director or an officer of the Registrant or any
of its affiliated enterprises, provided such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal proceeding, had
no reasonable cause to believe his conduct was unlawful. However, in the case
of a derivative action, an officer or director will not be entitled to
indemnification in respect of any claim, issue or matter as to which such
person is adjudged to be liable to the Registrant, unless and only to the
extent that the court in which the action was brought determines that such
person is fairly and reasonably entitled to indemnity for expenses.

<PAGE> 16
The Registrant has entered into Indemnification Agreements with each
director of the Registrant which require the Registrant to indemnify such
persons against certain liabilities and expenses incurred by any such persons
by reason of their status or service as directors of the Registrant. The
Indemnification Agreements also set forth procedures that will apply in the
event of a claim for indemnification under such agreements. In addition, the
Indemnification Agreements require that the Registrant use commercially
reasonable efforts to maintain policies of directors' liability insurance.

At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or director.

Pursuant to a Registration Rights Agreement between the Registrant and the
Selling Shareholder, the Registrant has agreed to indemnify the Selling
Shareholder and its officers, directors and controlling persons, and the
Selling Shareholder has agreed to indemnify the Company and its officers,
directors and controlling persons, against certain liabilities under the
Securities Act or otherwise.

The Underwriting Agreement filed as an exhibit to this registration
statement provides for indemnification by the Underwriters of the Registrant
and its officers, directors and controlling persons, and by the Registrant of
the Underwriters for certain liabilities arising under the Securities Act or
otherwise.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant understands that the
Securities and Exchange Commission is of the opinion that such indemnification
may contravene public policy as expressed in the Securities Act and is,
therefore, unenforceable.

Item 16. Exhibits

See Index to Exhibits immediately following the Signature Pages hereto.

Item 17. Undertakings

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling persons of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be a part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

<PAGE> 17
The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable ground to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma, on February 6,
1997.

LOUIS DREYFUS NATURAL GAS CORP.

By: /s/ Peter B. Fritzinger
-----------------------------
Peter B. Fritzinger
Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.

Signature Title Date

Mark E. Monroe * President, Chief Executive February 6, 1997
- ------------------------ Officer and Director (principal
Mark E. Monroe executive officer)

Richard E. Bross * Executive Vice President February 6, 1997
- ------------------------ and Director
Richard E. Bross

/s/ Peter B. Fritzinger Chief Financial Officer February 6, 1997
- ------------------------ (principal financial officer)
Peter B. Fritzinger

Jeffrey A. Bonney * Vice President and Chief February 6, 1997
- ------------------------ Accounting Officer
Jeffrey A. Bonney (principal accounting officer)

Daniel R. Finn, Jr. * Director February 6, 1997
- -----------------------
Daniel R. Finn, Jr.

John J. Hogan, Jr. * Director February 6, 1997
- ------------------------
John J. Hogan, Jr.

James T. Rodgers, III * Director February 6, 1997
- ------------------------
James T. Rodgers, III

* By /s/ Peter B. Fritzinger
-----------------------
Peter B. Fritzinger
Attorney-in-fact

<PAGE> 18
LOUIS DREYFUS NATURAL GAS CORP.
FORM S-3 REGISTRATION STATEMENT

INDEX TO EXHIBITS

No. Description
- --- -----------
1.1 Form of Underwriting Agreement.

2.1 Plan of Reorganization and Agreement of Merger dated August 31, 1993
among the Registrant, LDRC Energy, Inc., Louis Dreyfus Reserves Holding
Corp., Louis Dreyfus Reserves Corp. and Louis Dreyfus Gas Holdings, Inc.
(Incorporated by reference to Exhibit 2.1 of the Registrant's
Registration Statement on Form S-1, Registration No. 33-69102).

2.2 Plan of Reorganization and Agreement of Merger dated October 22, 1993
among the Registrant, Louis Dreyfus Exchanges Ltd., LDNG Hydrocarbons,
Inc. and LDNG Gas Company, Inc.(Incorporated by reference to Exhibit 2.2
of the Registrant's Registration Statement on Form S-1, Registration No.
33-69102).

4.1 Amended and Restated Certificate of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1, Registration No. 33-69102).

4.2 Certificate of Merger of the Registrant dated September 9, 1993
(Incorporated by reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-1, Registration No. 33-69102).

4.3 Amended and Restated Bylaws of the Registrant (Incorporated by reference
to Exhibit 3.3 of the Registrant's Registration Statement on Form S-1,
Registration No. 33-69102).

4.4 Certificate of Merger of the Registrant dated November 1, 1993
(Incorporated by reference to Exhibit 3.4 of the Registrant's
Registration Statement on Form S-1, Registration No. 33-69102).

5.1 Opinion of Crowe & Dunlevy, A Professional Corporation, as to legality
of the Common Stock registered hereby.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Ryder Scott Company.

23.3 Consent of Crowe & Dunlevy, A Professional Corporation (Contained in
Exhibit 5.1).

24.1 Powers of Attorney.

<PAGE> 1
Louis Dreyfus Natural Gas Corp.

4,675,000 Shares (1)
Common Stock
($.01 par value)

U.S. Underwriting Agreement

, New Jersey
, 1997

Salomon Brothers Inc
Credit Suisse First Boston Corporation
Howard, Weil, Labouisse, Friedrichs Incorporated
Morgan Stanley & Co. Incorporated
As U.S. Representatives of the several
U.S. Underwriters,
c/o Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048

Dear Sirs:

Louis Dreyfus Natural Gas Corp., an Oklahoma corporation (the "Company"),
proposes to sell to the underwriters named in Schedule I hereto (the "U.S.
Underwriters"), for whom you (the "U.S. Representatives") are acting as
representatives, 2,337,500 shares of Common Stock, $.01 par value ("Common
Stock"), of the Company, and S.A. Louis Dreyfus et Cie (the "Selling
Stockholder") proposes to sell to the U.S. Underwriters 2,337,500 shares of
Common Stock (said shares to be issued and sold by the Company and shares to
be sold by the Selling Stockholder collectively being hereinafter called the
"U.S. Underwritten Securities"). The Selling Stockholder also proposes to
grant to the U.S. Underwriters an option to purchase up to 701,250 additional
shares of Common Stock (the "U.S. Option Securities"; the U.S. Option
Securities, together with the U.S. Underwritten Securities, being hereinafter
called the "U.S. Securities"). It is understood that the Company and the
Selling Stockholder are concurrently entering into an International
Underwriting
-----------------
(1) - Plus an option to purchase from the Selling Stockholder up to 701,250
additional shares to cover over-allotments.

<PAGE> 2
Agreement dated the date hereof (the "International Underwriting Agreement")
providing for the sale by the Company and the Selling Stockholder of an
aggregate of 825,000 shares of Common Stock (said shares to be sold by the
Company and the Selling Stockholder pursuant to the International Underwriting
Agreement being hereinafter called the "International Underwritten
Securities"), outside the United States and Canada through arrangements with
certain underwriters (the "International Underwriters"), for whom Salomon
Brothers International Limited, Credit Suisse First Boston (Europe) Limited,
Howard, Weil, Labouisse, Friedrichs Incorporated and Morgan Stanley & Co.
International Limited are acting as representatives (the "International
Representatives"), and providing for the grant to the International
Underwriters of an option to purchase from the Selling Stockholder up to
123,750 additional shares of Common Stock (the "International Option
Securities"; the International Option Securities, together with the
International Underwritten Securities, being hereinafter called the
"International Securities" and the International Securities, together with the
U.S. Securities, being hereinafter called the "Securities"). It is further
understood and agreed that the U.S. Underwriters and the International
Underwriters have entered into an Agreement Between U.S. Underwriters and
International Underwriters dated the date hereof (the "Agreement Between U.S.
Underwriters and International Underwriters"), pursuant to which, among other
things, the International Underwriters may purchase from the U.S. Underwriters
a portion of the U.S. Securities to be sold pursuant to the U.S. Underwriting
Agreement and the U.S. Underwriters may purchase from the International
Underwriters a portion of the International Securities to be sold pursuant to
the International Underwriting Agreement.

1. Representations and Warranties.
-------------------------------

(a) The Company and the Selling Stockholder jointly and severally
represent and warrant to, and agree with, each U.S. Underwriter as set forth
below in this Section 1. Certain terms used in this Section 1 are defined in
paragraph (iii) hereof.

(i) The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933 (the "Act") and has filed with the Securities
and Exchange Commission (the "Commission") a registration statement (333-
[ ]) on such Form, including related preliminary prospectuses, for the
registration under the Act of the offering and sale of the Securities.
The Company may have filed one or more amendments thereto, including the
related preliminary prospectuses, each of which has previously been
furnished to you. The Company will next file with the Commission one of
the following: (A) prior to effectiveness of such registration
statement, a further amendment to such registration statement, including
the form of final prospectus, (B) final prospectuses in accordance with
Rules 430A and 424(b)(1) or (4), or (C) final prospectuses in accordance
with Rules 415 and 424(b)(2) or (5). In the case of clause (B), the
Company has included in such registration statement, as amended at the
Effective Date, all information (other than Rule 430A Information)
required by the Act and the rules thereunder to be included in the
Prospectuses with respect to the Securities and the offering thereof. As
filed, such amendment and form of final prospectuses, or such final

<PAGE> 3
prospectuses, shall contain all Rule 430A Information, together with all
other such required information, with respect to the Securities and the
offering thereof and, except to the extent the U.S. Representatives shall
agree in writing to a modification, shall be in all substantive respects
in the form furnished to you prior to the Execution Time or, to the
extent not completed at the Execution Time, shall contain only such
specific additional information and other changes (beyond that contained
in the latest U.S. Preliminary Prospectus) as the Company has advised
you, prior to the Execution Time, will be included or made therein.

The Company agrees that it will not, without your agreement, file a
Rule 462(b) Registration Statement. If the Registration Statement
contains the undertaking specified by Regulation S-K Item 512(a), the
Registration Statement, at the Execution Time, meets the requirements
set forth in Rule 415(a)(i)(x).

It is understood that two forms of prospectus are to be used in
connection with the offering and sale of the Securities: one form of
prospectus relating to the U.S. Securities, which are to be offered and
sold to United States and Canadian Persons, and one form of prospectus
relating to the International Securities, which are to be offered and
sold to persons other than United States and Canadian Persons. The two
forms of prospectus are identical except for the outside front cover
page[, the inside front cover page, the discussion under the headings
"Underwriting" and "Certain United States Tax Consequences to Non-United
States Holders" and the outside back cover page]. Such form of
prospectus relating to the U.S. Securities as first filed pursuant to
Rule 424(b) or, if no filing pursuant to Rule 424(b) is made, such form
of prospectus included in the Registration Statement at the Effective
Date, is hereinafter called the "U.S. Prospectus"; such form of
prospectus relating to the International securities as first filed
pursuant to Rule 424(b) or, if no filing pursuant to Rule 424(b) is
made, such form of prospectus included in the Registration Statement at
the Effective Date, is hereinafter called the "International
Prospectus"; and the U.S. Prospectus and the International Prospectus
are hereinafter collectively called the "Prospectuses".

(ii) On the Effective Date, the Registration Statement did or
will, and when the Prospectuses are first filed (if required) in
accordance with Rule 424(b) and on the Closing Date (as defined herein)
and on any date on which shares sold in respect of the U.S. Underwriters'
over-allotment option are purchased, if such date is not the Closing Date
(a "Settlement Date"), each Prospectus (and any supplements thereto)
will, comply in all material respects with the applicable requirements of
the Act and the Securities Exchange Act of 1934 (the "Exchange Act") and
the respective rules thereunder; on the Effective Date, the Registration
Statement did not or will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading; and, on
the Effective Date, each Prospectus, if not filed pursuant to Rule
424(b), did not or will not, and on the date of any filing pursuant to

<PAGE> 4
Rule 424(b) and on the Closing Date and any Settlement Date, each
Prospectus (together with any supplement thereto) will not, include any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; PROVIDED,
HOWEVER, that the Company and the Selling Stockholder make no
representations or warranties as to the information contained in or
omitted from the Registration Statement, or the Prospectuses (or any
supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any U.S.
Underwriter relating to such U.S. Underwriter through the U.S.
Representatives specifically for inclusion in the Registration Statement
or the Prospectuses (or any supplement thereto).

(iii) The terms which follow, when used in this Agreement, shall
have the meanings indicated. The term "the Effective Date" shall mean
each date that the Registration Statement and any post-effective
amendment or amendments thereto and any Rule 462(b) Registration
Statement became or become effective and each date after the date hereof
on which a document incorporated by reference in the Registration
Statement is filed. "Execution Time" shall mean the date and time that
this Agreement is executed and delivered by the parties hereto.
"Prospectuses" shall mean the prospectus relating to the Securities that
is first filed pursuant to Rule 424 (b) after the Execution Time or, if
no filing pursuant to Rule 424(b) is required, shall mean the form of
final prospectus relating to the Securities included in the Registration
Statement at the Effective Date. "Registration Statement" shall mean
the registration statement referred to in paragraph (i) above, including
incorporated documents, exhibits and financial statements, as amended at
the Execution Time (or, if not effective at the Execution Time, in the
form in which it shall become effective) and, in the event any
post-effective amendment thereto or any Rule 462(b) Registration
Statement becomes effective prior to the Closing Date (as hereinafter
defined), shall also mean such registration statement as so amended or
such Rule 462(b) Registration Statement, as the case may be. Such term
shall include any Rule 430A Information deemed to be included therein at
the Effective Date as provided by Rule 430A. "Rule 415", "Rule 424",
"Rule 430A", "Rule 462" and "Regulation S-K" refer to such rules or
regulation under the Act. "Rule 430A Information" means information with
respect to the Securities and the offering thereof permitted to be
omitted from the Registration Statement when it becomes effective
pursuant to Rule 430A. "United States or Canadian Person" shall mean any
person who is a national or resident of the United States or Canada, any
corporation, partnership, or other entity created or organized in or
under the laws of the United States or Canada or of any political
subdivision thereof, or any estate or trust the income of which is
subject to United States or Canadian Federal income taxation, regardless
of its source (other than any non-United States or non-Canadian branch of
any United States or Canadian Person), and shall include any United
States or Canadian branch of a person other than a United States or
Canadian Person. "U.S." or "United States" shall mean the United States
of America (including the states thereof and the District of Columbia),
its territories, its possessions and other areas subject to its

<PAGE> 5
jurisdiction. "Rule 462(b) Registration Statement" shall mean a
registration statement and any amendments thereto filed pursuant to Rule
462(b) relating to the offering covered by the initial registration
statement (333-[ ]). Any reference herein to the Registration
Statement, Preliminary Prospectuses or the Prospectuses shall be deemed
to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Exchange Act
on or before the Effective Date of the Registration Statement or the
issue date of the Preliminary Prospectuses or the Prospectuses, as the
case may be; and any reference herein to the terms "amend", "amendment"
or "supplement" with respect to the Registration Statement, the
Preliminary Prospectuses or the Prospectuses shall be deemed to refer to
and include the filing of any document under the Exchange Act after the
Effective Date of the Registration Statement, or the issue date of the
Preliminary Prospectuses or the Prospectuses, as the case may be, deemed
to be incorporated therein by reference. The "U.S. Preliminary
Prospectus" and the "International Preliminary Prospectus", respectively,
shall mean any preliminary prospectus with respect to the offering of the
U.S. Securities and the International Securities, as the case may be, r
referred to in paragraph (i) above and any preliminary prospectus with
respect to the offering of the U.S. Securities and the International
Securities, as the case may be, included in the Registration Statement at
the Effective Date that omits Rule 430A Information; and the U.S.
Preliminary Prospectus and the International Preliminary Prospectus are
hereinafter collectively called the "Preliminary Prospectuses".

(b) The Selling Stockholder represents and warrants to, and agrees
with, each U.S. Underwriter that:

(i) The Selling Stockholder is the lawful owner of the U.S.
Securities to be sold by the Selling Stockholder hereunder and upon sale
and delivery of, and payment for, such U.S. Securities, as provided
herein, the Selling Stockholder will convey good and marketable title to
such U.S. Securities, free and clear of all liens, encumbrances, equities
and claims whatsoever.

(ii) The Selling Stockholder has not taken and will not take,
directly or indirectly, any action designed to or which has constituted
or which might reasonably be expected to cause or result, under the
Exchange Act or otherwise, in stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of the
U.S. Securities and has not effected any sales of shares of Common Stock
which, if effected by the issuer, would be required to be disclosed in
response to Item 701 of Regulation S-K.

(iii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation by the
Selling Stockholder of the transactions contemplated herein, except such
as may have been obtained under the Act and such as may be required under
the blue sky laws of any jurisdiction in connection with the purchase and
distribution of the U.S. Securities by the U.S. Underwriters and such
other approvals as have been obtained.

<PAGE> 6
(iv) Neither the sale of the U.S. Securities being sold by the
Selling Stockholder nor the consummation of any other of the transactions
herein contemplated by the Selling Stockholder or the fulfillment of the
terms hereof by the Selling Stockholder will conflict with, result in a
breach or violation of, or constitute a default under any law or the
charter or by-laws of the Selling Stockholder or the terms of any
indenture or other agreement or instrument to which the Selling
Stockholder or any of its subsidiaries is a party or bound, or any
judgement, order or decree applicable to the Selling Stockholder or any
of its subsidiaries of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over the Selling
Stockholder or any of its subsidiaries.

Any certificate signed by any officer of the Company and delivered
to the U.S. Representatives or counsel for the U.S. Underwriters in connection
with the offering of the Securities shall be deemed a representation and
warranty by the Company, as to matters covered thereby, to each U.S.
Underwriter.

2. Purchase and Sale. (a) Subject to the terms and conditions and
in reliance upon the representations and warranties herein set forth, the
Company and the Selling Stockholder agree, severally and not jointly, to sell
to each U.S. Underwriter, and each U.S. Underwriter agrees, severally and not
jointly, to purchase from the Company and the Selling Stockholder, at a
purchase price of $[ ] per share, the amount of the U.S. Underwritten
Securities set forth opposite such U.S. Underwriter's name in Schedule I
hereto.

(b) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Selling Stockholder
hereby grants an option to the several U.S. Underwriters to purchase,
severally and not jointly, up to 701,250 shares of the U.S. Option Securities
at the same purchase price per share as the U.S. Underwriters shall pay for
the U.S. Underwritten Securities. Said option may be exercised only to cover
over-allotments in the sale of the U.S. Underwritten Securities by the U.S.
Underwriters. Said option may be exercised in whole or in part at any time
(but not more than once) on or before the 30th day after the date of the U.S.
Prospectus upon written or facsimile notice by the U.S. Representatives to the
Selling Stockholder setting forth the number of shares of the U.S. Option
Securities as to which the several U.S. Underwriters are exercising the option
and the Settlement Date. Delivery of certificates for the shares of U.S.
Option Securities by the Selling Stockholder, and payment therefor to the
Selling Stockholder, shall be made as provided in Section 3 hereof. The
maximum number of shares of the U.S. Option Securities to be sold by the
Selling Stockholder is set forth in Schedule II hereto. In the event that the
U.S. Underwriters exercise less than their full over-allotment option, the
number of shares of the U.S. Option Securities to be sold by each party listed
on Schedule II shall be, as nearly as practicable, in the same proportion to
each other as are the number of shares of the U.S. Option Securities listed
opposite their respective names on said Schedule II. The number of shares of
the U.S. Option Securities to be purchased by each U.S. Underwriter shall be
the same percentage of the total number of shares of the U.S. Option
Securities to be purchased by the several U.S. Underwriters as such U.S.

<PAGE> 7
Underwriter is purchasing of the U.S. Underwritten Securities, subject to such
adjustments as you in your absolute discretion shall make to eliminate any
fractional shares.

3. Delivery and Payment. Delivery of and payment for the U.S.
Underwritten Securities and the U.S. Option Securities (if the option provided
for in Section 2(b) hereof shall have been exercised on or before the third
business day prior to the Closing Date) shall be made at 10:00 AM, New York
City time, on [ ], 1997, or such later date (not later than [ ],
1997) as the U.S. Representatives and the International Representatives shall
designate, which date and time may be postponed by agreement among the U.S.
Representatives, the International Representatives, the Company and the
Selling Stockholder or as provided in Section 9 hereof (such date and time of
delivery and payment for the U.S. Securities being herein called the "Closing
Date"). Delivery of the U.S. Securities shall be made to the U.S.
Representatives for the respective accounts of the several U.S. Underwriters
against payment by the several U.S. Underwriters through the U.S.
Representatives of the respective aggregate purchase prices of the U.S.
Securities being sold by the Company and the Selling Stockholder to or upon
the order of the Company and the Selling Stockholder by wire transfer payable
in same day funds. Delivery of the U.S. Underwritten Securities and the U.S.
Option Securities shall be made at such location as the U.S. Representatives
shall reasonably designate at least one business day in advance of the Closing
Date and payment for such U.S. Securities shall be made at the office of
Cravath, Swaine & Moore, counsel for the U.S. Underwriters at Worldwide Plaza,
825 Eighth Avenue, New York, New York. Certificates for the U.S. Securities
shall be registered in such names and in such denominations as the U.S.
Representatives may request not less than three full business days in advance
of the Closing Date.

The Company and the Selling Stockholder agree to have the U.S.
Securities available for inspection, checking and packaging by the U.S.
Representatives in New York, New York, not later than 1:00 PM on the business
day prior to the Closing Date. The Selling Stockholder will pay all
applicable state transfer taxes, if any, involved in the transfer to the
several U.S. Underwriters of the U.S. Securities to be purchased by them from
the Selling Stockholder and the respective U.S. Underwriters will pay any
additional stock transfer taxes involved in further transfers.

If the option provided for in Section 2(b) hereof is exercised after
the third business day prior to the Closing Date, the Selling Stockholder will
deliver (at the expense of the Selling Stockholder) to the U.S.
Representatives, at Seven World Trade Center, New York, New York, on the date
specified by the U.S. Representatives (which shall be within three business
days after exercise of said option), certificates for the U.S. Option
Securities in such names and denominations as the U.S. Representatives shall
have requested against payment of the purchase price thereof to or upon the
order of the Selling Stockholder identified in Schedule II by certified or
official bank check or checks drawn on or by a New York Clearing House bank
and payable in next day funds. If settlement for the U.S. Option Securities
occurs after the Closing Date, the Selling Stockholder will deliver to the
U.S. Representatives on the Settlement Date for the U.S. Option Securities,
and the obligation of the U.S. Underwriters to purchase the U.S. Option

<PAGE> 8
Securities shall be conditioned upon receipt of, supplemental opinions,
certificates and letters confirming as of such date the opinions, certificates
and letters delivered on the Closing Date pursuant to Section 6 hereof.

It is understood and agreed that the Closing Date shall occur
simultaneously with the "Closing Date" under the International Underwriting
Agreement, and that the Settlement Date, if any, shall occur simultaneously
with the "Settlement Date" under the International Underwriting Agreement.

4. Offering by Underwriters. It is understood that the several
U.S. Underwriters propose to offer the U.S. Securities for sale to the public
as set forth in the U.S. Prospectus.

5. Agreements.

(a) The Company agrees with the several U.S. Underwriters that:

(i) The Company will use its best efforts to cause the Registration
Statement, if not effective at the Execution Time, and any amendment
thereof, to become effective. Prior to the termination of the offering
of the Securities, the Company will not file any amendment of the
Registration Statement or Supplement to the Prospectuses or any Rule
462(b) Registration Statement unless the Company has furnished a copy
for you prior to the filing and will not file any such proposed amendment
or supplement to which you reasonably object. Subject to the foregoing
sentence, if the Registration Statement has become or becomes effective
pursuant to Rule 430A, or filing of the Prospectuses is otherwise
required under Rule 424(b), the Company will cause the Prospectuses,
properly completed, and any supplement thereto to be filed with the
Commission pursuant to the applicable paragraph of Rule 424(b) within the
time period prescribed and will provide evidence satisfactory to the U.S.
Representatives of such timely filing. The Company will promptly advise
the U.S. Representatives (A) when the Registration Statement, if not
effective at the Execution Time, and any amendment thereto, shall have
become effective, (B) when the Prospectuses, and any supplement
thereto, shall have been filed (if required) with the Commission
pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement
shall have been filed with the Commission, (C) when, prior to termination
of the offering of the Securities, any amendment to the Registration
Statement shall have been filed or become effective, (D) of any request
by the Commission for any amendment of the Registration Statement, or any
Rule 462(b) Registration Statement, or supplement to the Prospectuses or
for any additional information, (E) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement
or the institution or threatening of any proceeding for that purpose and
(F) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent the issuance
of any such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.

(ii) If, at any time when a prospectus relating to the Securities

<PAGE> 9
is required to be delivered under the Act, any event occurs as a result
of which either of the Prospectuses as then supplemented would include
any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, or if it shall
be necessary to amend the Registration Statement or supplement either of
the Prospectuses to comply with the Act or the Exchange Act or the
respective rules thereunder, the Company promptly will (i) prepare and
file with the Commission, subject to the second sentence of subparagraph
(a)(i) of this Section 5, an amendment or supplement which will correct
such statement or omission or an amendment which will effect such
compliance and (ii) supply any supplemented Prospectuses to you in such
quantities as you may reasonably request.

(iii) As soon as practicable, the Company will make generally
available to its security holders and to the U.S. Representatives an
earnings statement or statements of the Company and its subsidiaries
which will satisfy the provisions of Section 11(a) of the Act and Rule
158 under the Act.

(iv) The Company will furnish to the U.S. Representatives and
counsel for the U.S. Underwriters, without charge, signed copies of the
Registration Statement (including exhibits thereto) and to each other
U.S. Underwriter a copy of the Registration Statement (without exhibits
thereto) and, so long as delivery of a prospectus by an U.S. Underwriter
or dealer may be required by the Act or otherwise required, as many
copies of each U.S. Preliminary Prospectus and the U.S. Prospectus and
any supplement thereto as the U.S. Representatives may reasonably
request. The Company will pay the expenses of printing or other
production of all documents relating to the offering.

(v) The Company will arrange for the qualification of the
Securities for sale under the laws of such jurisdictions as the U.S.
Representatives may designate, will maintain such qualifications in
effect so long as required for the distribution of the securities and
will pay the fee of the National Association of Securities Dealers, Inc.,
in connection with its review of the offering.

(vi) The Company will not, for a period of 90 days following the
Execution Time, without the prior written consent of the International
Representatives and the U.S. Representatives, offer, sell or contract to
sell, pledge, or otherwise dispose of, or enter into any transaction
which is designed to, or could be expected to, result in the disposition
by any person of directly or indirectly, or file a registration statement
with the Commission in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Exchange Act with respect to, any
shares of capital stock of the Company or any securities convertible
into, or exchangeable for, shares of capital stock of the Company or
announce an intention to effect any such transaction; provided, however,
that the Company may issue and sell the Securities pursuant to the terms
of this Agreement and the International Underwriting Agreement, may issue
and sell Common Stock pursuant to the terms of any employee stock option

<PAGE> 10
plan, stock ownership plan or dividend reinvestment plan of the Company
in effect at the Execution Time and the Company may issue Common Stock
issuable upon the conversion of securities or the exercise of warrants
outstanding at the Execution Time.

(b) Each U.S. Underwriter agrees that (i) it is not purchasing any
of the U.S. Securities for the account of any person other than a United
States or Canadian Person, (ii) it has not offered or sold, and will not offer
or sell, directly or indirectly, any of the U.S. Securities or distribute any
U.S. Prospectus to any person outside the United States or Canada, or to any
person other than a United States or Canadian Person, and (iii) any dealer to
whom it may sell any of the U.S. Securities will represent that it is not
purchasing for the account of any person other than a United States or
Canadian Person and agree that it will not offer or resell, directly or
indirectly, any of the U.S. Securities outside the United States or Canada, or
to any person other than a United States or Canadian Person or to any other
dealer who does not so represent and agree; provided, however, that the
foregoing shall not restrict (A) purchases and sales between the U.S.
Underwriters on the one hand and the International Underwriters on the other
hand pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, (B) stabilization transactions contemplated under the Agreement
Between U.S. Underwriters and International Underwriters, conducted through
Salomon Brothers Inc (or through the U.S. Representatives and International
Representatives) as part of the distribution of the Securities, and (C) sales
to or through (or distributions of U.S. Prospectuses or U.S. Preliminary
Prospectuses to) United States or Canadian Persons who are investment
advisors, or who otherwise exercise investment discretion, and who are
purchasing for the account of any person other than a United States or
Canadian Person.

(c) The agreements of the U.S. Underwriters set forth in paragraph
(b) of this Section 5 shall terminate upon the earlier of the following
events:

(i) a mutual agreement of the International Representatives and the
U.S. Representatives to terminate the selling restrictions set forth in
paragraph (b) of this Section 5 and in Section 5(b) of the International
Underwriting Agreement; or

(ii) the expiration of a period of 30 days after the Closing Date,
unless (A) the U.S. Representatives shall have given notice to the
Company and the International Representatives that the distribution of
the U.S. Securities by the U.S. Underwriters has not yet been completed,
or (B) the International Representatives shall have given notice to the
Company and the U.S. Underwriters that the distribution of the
International Securities by the International Underwriters has not yet
been completed. If such notice by the U.S. Representatives or the
International Representatives is given, the agreements set forth in such
paragraph (b) shall survive until the earlier of (1) the event referred
to in clause (i) of this subsection (c) or (2) the expiration of an
additional period of 30 days from the date of any such notice.

<PAGE> 11
(d) The Selling Stockholder agrees with the several U.S.
Underwriters that it will not during the period of 90 days following the
Execution Time, without the prior written consent of the International
Representatives and the U.S. Representatives, offer, sell, contract to sell,
pledge, or otherwise dispose of or enter into any transaction which is
designed to, or could be expected to, result in the disposition by any person,
directly or indirectly, or cause to be filed a registration statement with the
Commission in respect of, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of
Section 16 of the Exchange Act with respect to, any shares of capital stock of
the Company or any securities convertible into or exercisable or exchangeable
for such capital stock, or announce an intention to effect any such
transaction, other than (i) the Shares to be sold hereunder and under the
International Underwriting Agreement and (ii) any option or warrant or the
conversion of a security outstanding on the date hereof and referred to in the
Prospectuses.

(e) Each U.S. Underwriter that will offer or sell shares of Common
Stock in Canada as part of the distribution agrees that it will only make such
offers and sales pursuant to an exemption from the prospectus requirements in
each jurisdiction in Canada in which such offers and sales are made.

6. Conditions to the obligations of the U.S. Underwriters. The
obligations of the U.S. Underwriters to purchase the U.S. Underwritten
Securities and the U.S. Option Securities, as the case may be, shall be
subject to the accuracy of the representations and warranties on the part of
the Company and the Selling Stockholder contained herein as of the Execution
Time, the Closing Date and any Settlement Date pursuant to Section 3 hereof,
to the accuracy of the statements of the Company and the Selling Stockholder
made in any certificates pursuant to the provisions hereof, to the performance
by the Company and the Selling Stockholder of their respective obligations
hereunder and to the following additional conditions:

(a) If the Registration Statement has not become effective prior to
the Execution Time, unless the International Representatives and the U.S.
Representatives agree in writing to a later time, the Registration Statement
will become effective not later than (i) 6:00 PM New York City time on the
date of determination of the public offering price, if such determination
occurred at or prior to 3:00 PM New York City time on such date or (ii) 12:00
Noon on the business day following the day on which the public offering price
was determined, if such determination occurred after 3:00 PM New York City
time on such date; if filing of either of the Prospectuses, or any supplement
thereto, is required pursuant to Rule 424(b), the Prospectuses, and any such
supplement, will be filed in the manner and within the time period
required by Rule 424(b); and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.

(b) The Company shall have furnished to the U.S. Representatives
the opinion of Crowe & Dunlevy, counsel for the Company, dated the Closing
Date, to the effect that:

(i) each of the Company and its subsidiaries, Louis Dreyfus Gas

<PAGE> 12
Marketing Corp. and Stonewater Pipeline Company, Ltd.(individually a
"Subsidiary" and collectively the "Subsidiaries"), has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction in which it is chartered or organized,
with full corporate power and authority to own its properties and conduct
its business as described in the Prospectuses, and is duly qualified to
do business as a foreign corporation and is in good standing under the
laws of each jurisdiction which requires such qualification wherein it
owns or leases material properties or conducts material business;

(ii) all the outstanding shares of capital stock of each Subsidiary
have been duly and validly authorized and issued and are fully paid and
nonassessable, and, except as otherwise set forth in the Prospectuses,
all outstanding shares of capital stock of the Subsidiaries are owned by
the Company either directly or through wholly owned subsidiaries free and
clear of any perfected security interest and, to the knowledge of such
counsel, after due inquiry, any other security interests, claims, liens
or encumbrances;

(iii) the Company's authorized equity capitalization is as set forth
in the Prospectuses; the capital stock of the Company conforms to the
description thereof contained in the Prospectuses; the outstanding shares
of Common Stock (including the Securities being sold hereunder by the
Selling Stockholder) have been duly and validly authorized and issued and
are fully paid and nonassessable; the Securities being sold hereunder by
the Company have been duly and validly authorized, and, when issued and
delivered to and paid for by the U.S. Underwriters pursuant to this
Agreement and by the International Underwriters pursuant to the
International Underwriting Agreement, will be fully paid and
nonassessable; (the Securities being sold by the Selling Stockholder are
duly listed and admitted for trading on the New York Stock Exchange; the
Securities being sold hereunder by the Company are duly authorized for
listing, subject to official notice of issuance and evidence of
satisfactory distribution, on the New York Stock Exchange; the
certificates for the Securities are in valid and sufficient form; and the
holders of outstanding shares of capital stock of the Company are not
entitled to preemptive or other rights to subscribe for the Securities;

(iv) to the best knowledge of such counsel, there is no pending or
threatened action, suit or proceeding before any court or governmental
agency, authority or body or any arbitrator involving the Company or any
of its subsidiaries of a character required to be disclosed in the
Registration Statement which is not adequately disclosed in the
Prospectuses, and there is no franchise, contract or other document of a
character required to be described in the Registration Statement or
Prospectuses, or to be filed as an exhibit, which is not described or
filed as required;

(v) the Registration Statement has become effective under the Act;
any required filing of the Prospectuses, and any supplements thereto,
pursuant to Rule 424(b) has been made in the manner and within the time
period required by Rule 424(b); to the best knowledge of such counsel, no
stop order suspending the effectiveness of the Registration Statement has

<PAGE> 13
been issued, no proceedings for that purpose have been instituted or
threatened and the Registration Statement and each of the Prospectuses
(other than the financial statements and other financial and statistical
information contained therein as to which such counsel need express no
opinion) comply as to form in all material respects with the applicable
requirements of the Act and the Exchange Act and the respective rules
thereunder; and such counsel has no reason to believe that at the
Effective Date the Registration Statement includes any untrue statement
of a material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein not misleading
or that the Prospectuses include any untrue statement of a material fact
or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;

(vi) this Agreement and the International Underwriting Agreement
have been duly authorized, executed and delivered by the Company;

(vii) no consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the
transactions contemplated herein, except such as have been obtained under
the Act and such as may be required under the blue sky laws of any
jurisdiction in connection with the purchase and distribution of the
Securities by the U.S. Underwriters and such other approvals (specified
in such opinion) as have been obtained;

(viii) neither the issue and sale of the Securities, nor the
consummation of any other of the transactions contemplated herein or in
the International Underwriting Agreement nor the fulfillment of the terms
hereof will conflict with, result in a breach or violation of, or
constitute a default under any law or the charter or by-laws of the
Company or the terms of any indenture or other agreement or instrument
known to such counsel and to which the Company or any of its subsidiaries
is a party or bound or any judgment, order or decree known to such
counsel to be applicable to the Company or any of its subsidiaries of any
court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company or any of its
subsidiaries; and

(ix) no holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.

In rendering such opinion, such counsel may rely (A) as to matters involving
the application of laws of any jurisdiction other than the State of Oklahoma
or the Federal Laws of the United States, to the extent they deem proper and
specified in such opinion, upon the opinion of other counsel of good standing
whom they believe to be reliable and who are satisfactory to counsel for the
U.S. Underwriters and (B) as to matters of fact, to the extent they deem
proper, on certificates of responsible officers of the Company and public
officials. Reference to the Prospectuses in this paragraph (b) include any
supplements thereto at the Closing Date.

<PAGE> 14
(c) The Selling Stockholder shall have furnished to the U.S.
Representatives the opinion of [ ], counsel for the Selling
Stockholder, dated the Closing Date, to the effect that:

(i) this Agreement and the International Underwriting Agreement have
been duly authorized, executed and delivered by the Selling Stockholder
and the Selling Stockholder has full legal right and authority to sell,
transfer and deliver in the manner provided in this Agreement the
Securities being sold by the Selling Stockholder hereunder;

(ii) the delivery by the Selling Stockholder to the several U.S.
Underwriters of certificates for the Securities being sold hereunder by
the Selling Stockholder against payment therefor as provided herein, will
pass good and marketable title to such Securities to the several U.S.
Underwriters, free and clear of all liens, encumbrances, equities and
claims whatsoever;

(iii) no consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation by the
Selling Stockholder of the transactions contemplated herein, except such
as may have been obtained under the Act and such as may be required under
the blue sky laws of any jurisdiction in connection with the purchase and
distribution of the Securities by the U.S. Underwriters and such other
approvals (specified in such opinion) as have been obtained; and

(iv) neither the sale of the Securities being sold by the Selling
Stockholder nor the consummation of any other of the transactions herein
contemplated by the Selling Stockholder or the fulfillment of the terms
hereof by the Selling Stockholder will conflict with, result in a breach
or violation of, or constitute a default under any law or the charter or
By-laws of the Selling Stockholder or the terms of any indenture or other
agreement or instrument known to such counsel and to which the Selling
Stockholder or any of its subsidiaries is a party or bound, or any
judgement, order or decree known to such counsel to be applicable to the
Selling Stockholder or any of its subsidiaries of any court, regulatory
body, administrative agency, governmental body or arbitrator having
jurisdiction over the Selling Stockholder or any of its subsidiaries.

In rendering such opinion, such counsel may rely as to matters of fact, to the
extent they deem proper, on certificates of responsible officers of the
Selling Stockholder and public officials.

(d) The U.S. Representatives shall have received from Cravath,
Swaine & Moore, counsel for the U.S. Underwriters, such opinion or opinions,
dated the Closing Date, with respect to the issuance and sale of the
Securities, the Registration Statement, the Prospectuses (together with any
supplement thereto) and other related matters as the U.S. Representatives may
reasonably require, and the Company and the Selling Stockholder shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters.

(e) The Company shall have furnished to the U.S. Representatives a
certificate of the Company, signed by the Chairman of the Board and the Chief

<PAGE> 15
Financial Officer and Treasurer of the Company, dated the Closing Date, to the
effect that the signers of such certificate have carefully examined the
Registration Statement, the Prospectuses, any supplement to the Prospectuses
and this Agreement and that:

(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date and the
Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to the
Closing Date;

(ii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or, to the Company's knowledge, threatened; and

(iii) since the date of the most recent financial statements
included in the Prospectuses (exclusive of any supplement thereto), there
has been no material adverse change in the condition (financial or
other), earnings, business or properties of the Company and its
subsidiaries, whether or not arising from transactions in the ordinary
course of business, except as set forth in or contemplated in the
Prospectuses (exclusive of any supplement thereto).

(f) The Selling Stockholder shall have furnished to the U.S.
Representatives a certificate, signed by the President and Chief Executive
Officer and the Chief Financial Officer of the Selling Stockholder, dated the
Closing Date, to the effect that the signers of such certificate have
carefully examined the Registration Statement, the Prospectuses, any
supplement to either of the Prospectuses and this Agreement and that the
representations and warranties of the Selling Stockholder in this Agreement
are true and correct in all material respects on and as of the Closing Date to
the same effect as if made on the Closing Date.

(g) At the Execution Time and at the Closing Date, Ernst & Young
LLP shall have furnished to the U.S. Representatives a letter or letters,
dated respectively as of the Execution Time and as of the Closing Date, in
form and substance satisfactory to the U.S. Representatives, confirming that
they are independent accountants within the meaning of the Act and the
Exchange Act and the respective applicable published rules and regulations
thereunder stating in effect that:

(i) in their opinion the audited financial statements and financial
statement schedules included or incorporated in the Registration
Statement and the Prospectuses and reported on by them comply in form in
all material respects with the applicable accounting requirements of the
Act and the Exchange Act and the related published rules and regulations;

(ii) on the basis of a reading of the latest unaudited financial
statements made available by the Company and its subsidiaries; carrying
out certain specified procedures (but not an examination in accordance
with generally accepted auditing standards) which would not necessarily
reveal matters of significance with respect to the comments set forth in

<PAGE> 16
such letter; a reading of the minutes of the meetings of the
stockholders, directors and [names of any important committees, e.g.,
executive, finance, audit] committees of the Company and the
Subsidiaries; and inquiries of certain officials of the Company who have
responsibility for financial and accounting matters of the Company and
its subsidiaries as to transactions and events subsequent to December 31,
1996, nothing came to their attention which caused them to believe that:

(1) with respect to the period subsequent to December 31, 1996,
there were any changes, at a specified date not more than five business
days prior to the date of the letter, in the long-term debt of the
Company and its subsidiaries or capital stock of the Company or
decreases in the stockholders' equity of the Company as compared with
the amounts shown on the December 31, 1996, consolidated balance
sheet included or incorporated in the Registration Statement and the
Prospectuses, or for the period from January 1, 1997 to such specified
date there were any decreases, as compared with the comparable period
in 1996 in total revenues or oil and gas sales or income before income
taxes or in total or per share amounts of net income of the Company and
its subsidiaries, except in all instances for changes or decreases set
forth in such letter, in which case the letter shall be accompanied by
an explanation by the Company as to the significance thereof unless
said explanation is not deemed necessary by the U.S. Representatives;
or

(2) the information included or incorporated in the Registration
Statement and Prospectuses in response to Regulation S-K, Item 301
(Selected Financial Data), Item 302 (Supplementary Financial
Information) and Item 402 (Executive Compensation) is not in conformity
with the applicable disclosure requirements of Regulation S-K; and

(iii) they have performed certain other specified procedures as a
result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the general
accounting records of the Company and its subsidiaries) set forth in the
Registration Statement and the Prospectuses, including the information
set forth under the captions " " and " " in the
Prospectuses, the information included or incorporated in Items [1, 2, 6,
7 and 11] of the Company's Annual Report on Form 10-K, incorporated by
reference in the Registration Statement and the Prospectus, and the
information included in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included or incorporated
in any Quarterly Reports on Form 10-Q of the Company, incorporated by
reference in the Registration Statement and the Prospectus, agrees with
the accounting records of the Company and its subsidiaries, excluding any
questions of legal interpretation.

References to the Prospectuses in this paragraph (g) include
any supplement thereto at the date of the letter.

The U.S. Representatives shall have also received from Ernst & Young
LLP a letter stating that the Company's system of internal accounting controls

<PAGE> 17
taken as a whole is sufficient to meet the broad objectives of internal
accounting control insofar as those objectives pertain to the prevention or
detection of errors or irregularities in amounts that would be material in
relation to the financial statements of the Company and its subsidiaries.

(h) Subsequent to the Execution Time or, if earlier, the dates as
of which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Prospectuses (exclusive of any supplement thereto),
there shall not have been (i) any change or decrease specified in the letter
or letters referred to in paragraph (g) of this Section 6 or (ii) any change,
or any development involving a prospective change, in or affecting the
business or properties of the Company and its subsidiaries the effect of
which, in any case referred to in clause (i) or (ii) above, is, in the
judgment of the U.S. Representatives, so material and adverse as to make it
impractical or inadvisable to proceed with the offering or delivery of the
Securities as contemplated by the Registration Statement (exclusive of any
amendment thereof) and the Prospectuses (exclusive of any supplement thereto).

(i) On or prior to the Execution Time, the New York Stock Exchange
shall have approved the U.S. Underwriters' participation in the distribution
of the U.S. Securities to be sold by the Selling Stockholder.

(j) At the Execution Time, the Company shall have furnished to the
U.S. Representatives a letter substantially in the form of Exhibit A hereto
from each officer and director of the Company and major shareholders addressed
to the U.S. Representatives, in which each such person agrees not to offer,
sell or contract to sell, or otherwise dispose of, (or enter into any
transaction which is designed to, or would be expected to, result in the
disposition by any person of) directly or indirectly, or announce an offering
of, any shares of Common Stock beneficially owned by such person or any
securities convertible into, or exchangeable for, shares of Common Stock for a
period of 90 days following the Execution Time without the prior written
consent of the International Representatives and the U.S. Representatives,
other than shares of Common Stock disposed of as bona fide gifts.

(k) Subsequent to the Execution Time, there shall not have been any
decrease in the rating of any of the Company's debt securities by any
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act) or any notice given of any intended or
potential decrease in any such rating or of a possible change in any such
rating that does not indicate the direction of the possible change.

(l) Prior to the Closing Date, the Company shall have furnished to
the U.S. Representatives such further information, certificates and documents
as the U.S. Representatives may reasonably request.

(m) The closing of the purchase of the International Underwritten
Securities to be issued and sold by the Company pursuant to the International
Underwriting Agreement shall occur concurrently with the closing described
herein.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or

<PAGE> 18
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the U.S. Representatives and counsel for
the U.S. Underwriters, this Agreement and all obligations of the U.S.
Underwriters hereunder may be canceled at, or at any time prior to, the
Closing Date by the U.S. Representatives. Notice of such cancelation shall be
given to the Company and the Selling Stockholder in writing or by telephone or
facsimile confirmed in writing.

The documents required to be delivered by this Section 6 shall be
delivered at the office of Cravath, Swaine & Moore, counsel for the U.S.
Underwriters, at Worldwide Plaza, 825 Eighth Avenue, New York, New York, on
the Closing Date.

7. Reimbursement of U.S. Underwriters' Expenses. If the sale of
the Securities provided for herein is not consummated because any condition to
the obligations of the U.S. Underwriters set forth in Section 6 hereof is not
satisfied, because of any termination pursuant to Section 10 hereof or because
of any refusal, inability or failure on the part of the Company or the Selling
Stockholder to perform any agreement herein or comply with any provision
hereof other than by reason of a default by any of the U.S. Underwriters, the
Company will reimburse the U.S. Underwriters severally upon demand for all
out-of-pocket expenses (including reasonable fees and disbursements of
counsel) that shall have been incurred by them in connection with the
proposed purchase and sale of the Securities. If the Company is required to
make any payments to the U.S. Underwriters under this Section 7 because of the
Selling Stockholder's refusal, inability or failure to satisfy any condition
to the obligations of the U.S. Underwriters set forth in Section 6, the
Selling Stockholder shall reimburse the Company on demand for all amounts so
paid.

8. Indemnification and Contribution. (a) The Company and the
Selling Stockholder jointly and severally agree to indemnify and hold harmless
each U.S. Underwriter, the directors, officers, employees and agents of each
U.S. Underwriter and each person who controls any U.S. Underwriter within the
meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Securities as originally filed or in any amendment thereof, or in any
International or U.S. Preliminary Prospectus or in either of the Prospectuses,
or in any amendment thereof or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and agrees to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company and the Selling Stockholder will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon

<PAGE> 19
and in conformity with written information furnished to the Company by or on
behalf of any U.S. Underwriter relating to such U.S. Underwriters through the
U.S. Representatives specifically for inclusion therein. This indemnity
agreement will be in addition to any liability which the Company or the
Selling Stockholder may otherwise have.

(b) Each U.S. Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs
the Registration Statement, and each person who controls the Company within
the meaning of either the Act or the Exchange Act and the Selling Stockholder,
to the same extent as the foregoing indemnity from the Company to each U.S.
Underwriter, but only with reference to written information relating to such
U.S. Underwriter furnished to the Company by or on behalf of such U.S.
Underwriter through the U.S. Representatives specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement
will be in addition to any liability which any U.S. Underwriter may otherwise
have. The Company and the Selling Stockholder acknowledge that the statements
set forth [in the last paragraph of the cover page and under the heading
"Underwriting"] in any U.S. or International Preliminary Prospectus and the
Prospectuses constitute the only information furnished in writing by or on
behalf of the several U.S. Underwriters for inclusion in any U.S. or
International Preliminary Prospectus or the Prospectuses, and you, as the U.S.
Representatives, confirm that such statements are correct.

(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and
defenses and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying party
shall be entitled to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party
shall not thereafter be responsible for the fees and expenses of any separate
counsel retained by the indemnified party or parties except as set forth
below); provided, however, that such counsel shall be satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees,
costs and expenses of such separate counsel if (i) the use of counsel chosen
by the indemnifying party to represent the indemnified party would present
such counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not

<PAGE> 20
have employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

(d) In the event that the indemnity provided in paragraph (a) or
(b) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Selling Stockholder,
jointly and severally, and the U.S. Underwriters agree to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending
same) (collectively "Losses") to which the Company, the Selling Stockholder
and one or more of the U.S. Underwriters may be subject in such proportion as
is appropriate to reflect the relative benefits received by the Company and
the Selling Stockholder on the one hand and by the U.S. Underwriters on the
other from the offering of the U.S. Securities; provided, however, that in no
case shall any U.S. Underwriter (except as may be provided in any agreement
among underwriters relating to the offering of the U.S. Securities) be
responsible for any amount in excess of the underwriting discount or
commission applicable to the Securities purchased by such U.S. Underwriter
hereunder. If the allocation provided by the immediately preceding sentence
is unavailable for any reason, the Company and the Selling Stockholder,
jointly and severally, and the U.S. Underwriters shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company and the Selling Stockholder on the one
hand and of the U.S. Underwriters on the other in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company and the
Selling Stockholder shall be deemed to be equal to the total net proceeds from
the offering (before deducting expenses), and benefits received by the U.S.
Underwriters shall be deemed to be equal to the total underwriting discounts
and commissions, in each case as set forth on the cover page of the U.S.
Prospectus. Relative fault shall be determined by reference to whether any
alleged untrue statement or omission relates to information provided by the
Company, the Selling Stockholder or the U.S. Underwriters. The Company, the
Selling Stockholder and the U.S. Underwriters agree that it would not be just
and equitable if contribution were determined by pro rata allocation or any
other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 8, each person who controls an U.S. Underwriter
within the meaning of either the Act or the Exchange Act and each director,
officer, employee and agent of an U.S. Underwriter shall have the same rights

<PAGE> 21
to contribution as such U.S. Underwriter, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

9. Default by an U.S. Underwriter. If any one or more U.S.
Underwriters shall fail to purchase and pay for any of the U.S. Securities
agreed to be purchased by such U.S. Underwriter or U.S. Underwriters hereunder
and such failure to purchase shall constitute a default in the performance of
its or their obligations under this Agreement, the remaining U.S. Underwriters
shall be obligated severally to take up and pay for (in the respective
proportions which the amount of U.S. Securities set forth opposite their names
in Schedule I hereto bears to the aggregate amount of U.S. Securities set
forth opposite the names of all the remaining U.S. Underwriters) the U.S.
Securities which the defaulting U.S. Underwriter or U.S. Underwriters agreed
but failed to purchase; provided, however, that in the event that the
aggregate amount of U.S. Securities which the defaulting U.S. Underwriter or
U.S. Underwriters agreed but failed to purchase shall exceed 10% of the
aggregate amount of U.S. Securities set forth in Schedule I hereto, the
remaining U.S. Underwriters shall have the right to purchase all, but shall
not be under any obligation to purchase any, of the U.S. Securities, and if
such nondefaulting U.S. Underwriters do not purchase all the U.S. Securities,
this Agreement will terminate without liability to any nondefaulting U.S.
Underwriter, the Selling Stockholder or the Company. In the event of a
default by any U.S. Underwriter as set forth in this Section 9, the Closing
Date shall be postponed for such period, not exceeding seven days, as the U.S.
Representatives shall determine in order that the required changes in the
Registration Statement and the Prospectuses or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall
relieve any defaulting U.S. Underwriter of its liability, if any, to the
Company, the Selling Stockholder and any nondefaulting U.S. Underwriter for
damages occasioned by its default hereunder.

10. Effective Date of Agreement and Termination. This Agreement
shall become effective at such time (after notification of the effectiveness
of the Registration Statement has been released by the Commission) as the U.S.
Underwriters, the Selling Stockholder and the Company shall agree on the
initial public offering price and underwriting discount per share, unless
prior to such time such of the U.S. Underwriters as have agreed to purchase in
the aggregate 50% or more of the U.S. Securities shall have given notice to
the Company that such Underwriters elect that this Agreement shall not become
effective; provided, however, that the provisions of this Section 10 and of
Section 8 hereof shall at all times be effective. If this Agreement shall not
have become effective prior to 5:00 PM, New York City time, on the seventh
full business day after the Effective Date, this Agreement shall not
thereafter become effective unless such period is extended by agreement among
the U.S. Underwriters, the Selling Stockholder and the Company.

This Agreement shall be subject to termination in the absolute
discretion of the U.S. Representatives, by notice given to the Company prior
to delivery of and payment for the U.S. Securities, if prior to such time (i)

<PAGE> 22
trading in the Company's Common Stock shall have been suspended by the
Commission or the New York Stock Exchange or trading in securities generally
on the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange, (ii) a banking moratorium
shall have been declared either by Federal or New York State authorities or
(iii) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or other
calamity or crisis the effect of which on financial markets is such as to make
it, in the judgment of the U.S. Representatives, impracticable or inadvisable
to proceed with the offering or delivery of the Securities as contemplated by
the U.S. Prospectus (exclusive of any supplement thereto).

11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
the Company or its officers, of the Selling Stockholder and of the U.S.
Underwriters set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation made by or on behalf of
any U.S. Underwriter, the Selling Stockholder or the Company or any of the
officers, directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the U.S. Securities. The
provisions of Sections 7 and 8 hereof shall survive the termination or
cancelation of this Agreement.

12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the U.S. Representatives, will be
mailed, delivered or telefaxed to 212-783-2278 and confirmed to them , care of
Salomon Brothers Inc, at Seven World Trade Center, New York, New York, 10048;
or, if sent to the Company, will be mailed, delivered or telefaxed to
405-749-6659 and confirmed to it at 14000 Quail Springs Parkway, Suite 600,
Oklahoma City, OK 73134, attention of the legal department; or if sent to the
Selling Stockholder, will be mailed, delivered or telegraphed and confirmed to
it at [ ].

13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.

14. APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

15. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

<PAGE> 23
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, the Selling Stockholder and the several U.S. Underwriters.

Very truly yours,

LOUIS DREYFUS NATURAL GAS CORP.,

by
-----------------------------
Name:
Title:

S.A. LOUIS DREYFUS ET CIE,

by
-----------------------------
Name:
Title:

<PAGE> 24
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

SALOMON BROTHERS INC
CREDIT SUISSE FIRST BOSTON
CORPORATION
HOWARD, WEIL, LABOUISSE, FRIEDRICHS
INCORPORATED
MORGAN STANLEY & CO. INCORPORATED

By: SALOMON BROTHERS INC,

by
-----------------------------
Name:
Title:

For themselves and the other several
U.S. Underwriters named in Schedule I
to the foregoing Agreement.

<PAGE> 1
EXHIBIT 5.1

February 6, 1997

Louis Dreyfus Natural Gas Corp.
14000 Quail Springs Parkway, Suite 600
Oklahoma City, Oklahoma 73134

Re: Offering of Common Stock of Louis Dreyfus Natural Gas Corp.

Ladies and Gentlemen:

We have acted as counsel to Louis Dreyfus Natural Gas Corp., an Oklahoma
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 2,750,000 shares of common
stock, $0.01 par value per share ("Common Stock"), of the Company to be
offered to the public by the Company and 3,575,000 shares of Common Stock of
the Company to be offered to the public by a selling shareholder (the "Selling
Shareholder"), including 825,000 shares to be offered by the Selling
Shareholder pursuant to underwriters' over-allotment options.

We understand that a Registration Statement on Form S-3 in connection
with such offering will be filed with the Securities and Exchange Commission
on or about February 6, 1997 (the "Registration Statement").

In connection with rendering this opinion, we have examined and relied
upon the original or copies, certified to our satisfaction, of all such
documents and instruments as we have deemed necessary for the expression of
the opinion herein contained, including the Certificate of Incorporation and
Bylaws of the Company, copies of resolutions and consents of the Board of
Directors of the Company authorizing the offering and the issuance of the
Common Stock to be sold by the Company and related matters, and the
Registration Statement and the exhibits thereto. In making the foregoing
examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, and the conformity
to the original documents of all documents submitted to us as certified or
photostatic copies. As to various questions of fact material to this opinion,
we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Company and
upon documents, records and instruments furnished to us by the Company,
without independent verification of their accuracy.

<PAGE> 2
Based upon the foregoing examination, we are of the opinion that:

1. The shares of Common Stock to be issued by the Company in the
offering as described in the Registration Statement have been
duly and validly authorized for issuance and sale and the Common
Stock, when issued by the Company, will be validly issued, fully
paid and nonassessable; and

2. The shares of Common Stock to be sold by the Selling Shareholder in
the offering as described in the Registration Statement are validly
issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category of
persons whose consent is required by Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

CROWE & DUNLEVY,
A Professional Corporation

By: /s/ Michael M. Stewart
----------------------
Michael M. Stewart

EXHIBIT 23.1

Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3, No. 333- ) and related Prospectus
of Louis Dreyfus Natural Gas Corp. for the registration of 6,325,000 shares of
its common stock and to the incorporation by reference therein of our report
dated February 19, 1996, with respect to the consolidated financial statements
and schedule of Louis Dreyfus Natural Gas Corp. included in its Annual Report
(Form 10-K) for the year ended December 31, 1995, filed with the Securities
and Exchange Commission.

ERNST & YOUNG LLP

Oklahoma City, Oklahoma
February 5, 1997<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the reference in the Registration Statement on Form
S-3 of Louis Dreyfus Natural Gas Corp., and the related Prospectus, to our
report dated January 31, 1996 relating to our review of the oil and gas
reserves of Louis Dreyfus Natural Gas Corp. as of December 31, 1995. We also
consent to all references to our firm included in or made a part of such
Registration Statement and Prospectus.

RYDER SCOTT COMPANY
PETROLEUM ENGINEERS

Houston, Texas
February 5, 1997

<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Jeffrey A. Bonney, Peter B. Fritzinger and Mark E.
Monroe, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the registration statement on
Form S-3 under the Securities Act of 1933 of Louis Dreyfus Natural Gas Corp.
(the "Corporation") relating to the offer and sale of shares of Common Stock
to the public by the Corporation and the selling shareholder named in the
Registration Statement, and any and all amendments thereto (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.