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EXHIBIT 10.74


                               FUEL GAS AGREEMENT

This Agreement ("Agreement") is made and entered this 12th day of December, 1996
by and between Marathon Oil Company, an Ohio corporation ("Marathon"), and
Forcenergy Inc ("Forcenergy"), a Delaware corporation. In consideration of the
mutual promises contained herein, benefits to be derived by each party hereunder
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Marathon and Forcenergy hereby agree as follows:

                                 I. Definitions

For purposes of this Agreement, the terms listed below shall have the meanings
set forth by each:

A. "Fuel Gas" means all natural gas consumed as compressor fuel, generator fuel,
flared gas, shrinkage, gas lift gas, gas lift make-up volumes, and lost and
unaccounted-for volumes in support of the production and gathering of fluids
produced from the Trading Bay Unit, Cook Inlet, Alaska (TBU) and the Trading Bay
Field, Cook Inlet, Alaska (TBF), as well as gas used for the injection of water
for the recovery of oil at the TBU and the TBF. Fuel Gas includes both volumes
of natural gas measured and volumes of natural gas allocated pursuant to the
terms of Attachment "A" to that certain Agreement re: Fuel Gas entered into on
November 27, 1996 by and between Union Oil Company of California ("Unocal") and
Marathon.

B. "Fuel Gas Wells" means those wells on the Dolly Varden, Grayling and King
Salmon platforms that are owned by the TBU oil Working Interest Participating
Areas ("WIPA's") and that have been completed in the Grayling Gas Sands (GGS)
reservoir for the purpose of supplying Fuel


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Gas for the TBU oil operations. As of the date hereof, the Fuel Gas Wells are
Wells D10, D18, G14, G18, K5, and K20.

C. "Initial Fuel Gas" means 20 BCF of Fuel Gas that Marathon has agreed to
supply to Forcenergy pursuant to Section 12(e) of that certain Purchase and
Sales Agreement of even date herewith between Marathon and Forcenergy (the "P &
S Agreement") for the consideration provided therein.

D. "Supplemental Fuel Gas" means the additional 20 BCF of Fuel Gas that Marathon
has agreed to provide by exchange with Forcenergy pursuant to Section 12(e) of
the P & S Agreement.

E. "Purchased Fuel Gas" means Fuel Gas that Forcenergy purchases from Marathon
under the terms of this Agreement.

                     II. Terms Specific to Initial Fuel Gas

A. Between October 1, 1996, and December 1, 2009, Marathon will, for the
consideration recited in the P & S Agreement and at no additional cost to
Forcenergy, provide up to 20 BCF of Initial Fuel Gas from the Fuel Gas Wells to
Forcenergy.

B. Forcenergy, as a TBU oil WIPA owner, shall bear all field-level costs
associated with the Fuel Gas Wells.

C. If, at any time prior to December 1, 1999, the total daily production from
the Fuel Gas Wells is insufficient to meet Forcenergy's daily Initial Fuel Gas
requirements, Marathon shall supply the additional Initial Fuel Gas from the
Steelhead Platform.

D. (1) Thirty (30) days prior to the beginning of each calendar quarter,
Forcenergy shall


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nominate the total daily rates and monthly volumes of Initial Fuel Gas to be
delivered from each Fuel Gas Well during such calendar quarter. The nomination
shall include (a) the maximum efficient rate of flow for each Fuel Gas Well (b)
the daily rates and monthly volumes of gas that Forcenergy wishes to utilize at
each TBU and TBF facility listed on Exhibit B, and (c) the daily rates and
monthly volumes of Initial Fuel Gas that Forcenergy wishes to receive at each
Delivery Point listed in Exhibit A, including, when applicable, the daily rates
and monthly volumes to be delivered from the Steelhead Platform pursuant to
Paragraph II.C.

(2) Within 15 days of receipt of each nomination from Forcenergy pursuant to
Paragraph II.D. hereof, Marathon will submit to Forcenergy a written
confirmation of the Delivery Points that Marathon intends to utilize for
delivering Initial Fuel Gas during the period addressed by the nomination.
Marathon's confirmation will include the daily rates and monthly volumes of
Initial Fuel Gas that Marathon will deliver to each Delivery Point. The Delivery
Points that Marathon elects to utilize will be determined at Marathon's sole
discretion; provided, however, that, the Delivery Points selected must enable
delivery of sufficient volumes of Initial Fuel Gas to meet Forcenergy's
nominated requirements. The Marathon Delivery Points are listed on Exhibit A.
Additional Delivery Points may be added by mutual agreement of the parties.

(3) Marathon will deliver Initial Fuel Gas at such daily rates as Forcenergy
reasonably requests up to the lesser of 12.5 MMCFD or Forcenergy's share of the
daily Fuel Gas Requirements. If any particular Fuel Gas Wells are incapable of
delivering the nominated volumes due to wellbore failure,