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                                                                     EXHIBIT 4.1

                                AMENDMENT TO THE
                               1998 INCENTIVE PLAN


         The 1998 Incentive Plan of PetroQuest Energy, Inc. is hereby amended as
follows, effective May 23, 2000:

         1.  The first paragraph of Section 1.4 is amended to read as follows in
             its entirety:

             Subject to adjustment under Section 3.5, there shall be available
         for Incentive Awards under this Plan granted wholly or partly in Common
         Stock (including rights or Options that may be exercised for or settled
         in Common Stock) an aggregate of 2,400,000 Shares of Common Stock, of
         which an aggregate of not more than 500,000 Shares shall be available
         for Incentive Awards granted to Outside Directors and the remainder
         shall be available for Incentive Awards to Employees and Consultants.
         No more than 2,400,000 Shares of Common Stock shall be available for
         Incentive Stock Options. The number of Shares of Common Stock that are
         the subject of Incentive Awards under this Plan, that are forfeited or
         terminated, expire unexercised, are settled in cash in lieu of Common
         Stock or in a manner such that all or some of the Shares covered by an
         Incentive Award are not issued to a Grantee or are exchanged for
         Incentive Awards that do not involve Common Stock, shall again
         immediately become available for Incentive Awards hereunder. The
         Committee may from time to time adopt and observe such procedures
         concerning the counting of Shares against the Plan maximum as it may
         deem appropriate. The Board and the appropriate officers of the Company
         shall from time to time take whatever actions are necessary to file any
         required documents with governmental authorities, stock exchanges and
         transaction reporting systems to ensure that Shares are available for
         issuance pursuant to Incentive Awards.