AMENDMENT NO. 1 TO INDEMNITY AGREEMENT

                         AMENDMENT NO. 1
                                TO
                       INDEMNITY AGREEMENT

     This  AMENDMENT NO. 1 TO INDEMNITY AGREEMENT is made as
of the 18th  day  of September, 1996, by and between Xxxxxxx
Enterprises,   Inc.,    a    Louisiana    corporation   (the
"Corporation"), and ____________________ ("Indemnitee").

                           WITNESSETH:

     WHEREAS,  the  Corporation  has entered into  Indemnity
Agreements   (the   "Existing  Agreements")   with   certain
directors and officers, including Indemnitee; and

     WHEREAS, the Corporation  is  currently  entering  into
Indemnity  Agreements (the "1996 Agreements") with directors
and an executive  officer  who  joined the Corporation after
the time of the execution of the  Existing  Agreements,  and
the  Corporation  desires  to provide directors and officers
who are parties to the Existing  Agreements  with  the  same
rights  with  respect  to insurance as are being provided to
the directors and the officer  who  are  parties to the 1996
Agreements.

     NOW THEREFORE, the Corporation and Indemnitee  agree as
follows:

          The term "Insurance Policy" in Section 2(e) of the
Existing  Agreements  is hereby amended so that it reads  in
its entirety as follows:

               The  term  "Insurance  Policy"
               shall  mean  the Directors and
               Officers Liability Policy that
               the Corporation  has  obtained
               from   CNA,   and  the  Excess
               Directors     and     Officers
               Liability  Policies  that  the
               Corporation has obtained  from
               Reliance  Insurance  Co.,  Old
               Republic  and  Gulf  Insurance
               Company,  on  behalf  of   its
               directors and officers for the
               policy    period    commencing
               September 27, 1995 and  ending
               September 27, 1996.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment  to be duly executed and signed  as  of  the  date
indicated above.

                                  XXXXXXX ENTERPRISES, INC.


                                  By:_________________________
                                  Name:_______________________
                                  Title:______________________


                                  INDEMNITEE:


                                   Name:_______________________