6,500,000 Shares of Common Stock



                            3TEC ENERGY CORPORATION



                             UNDERWRITING AGREEMENT



                               June _____, 2000



BEAR, STEARNS & CO. INC.



CIBC World Markets Corp.

Prudential Securities Incorporated

First Union Securities, Inc.

as Representatives of the several Underwriters

Named in Schedule I hereto

c/o Bear, Stearns & Co. Inc.

245 Park Avenue

New York, N.Y.  10167



Dear Sirs:



     3TEC Energy Corporation, a corporation organized and existing under the

laws of Delaware (the "Company"), proposes, subject to the terms and conditions

stated herein, to issue and sell to the several underwriters named in Schedule I

hereto (the "Underwriters"), acting severally and not jointly, an aggregate of

6,500,000 shares (the "Firm Shares") of the Company's common stock, par value

$.02 per share (the "Common Stock"). The Company also proposes to issue and sell

to the several Underwriters, for the sole purpose of covering over-allotments in

connection with the sale of the Firm Shares, and at the option of the

Underwriters, up to an additional 975,000 shares (the "Additional Shares") of

Common Stock. The Firm Shares and the Additional Shares are referred to herein

collectively as the "Shares." The Shares are more fully described in the

Registration Statement referred to below.



     1.     Representations and Warranties of the Company.  The Company

represents and warrants to, and agrees with, the Underwriters that:



     (a)    The Company has filed with the Securities and Exchange Commission

(the "Commission") a registration statement, and may have filed an amendment or

amendments thereto, on Form S-2 (Registration No. 333-35914), and related

preliminary prospectuses, as amended, for the registration under the Securities

Act of 1933, as amended (the "Securities Act"), of the Shares (including the

Additional Shares) of Common Stock, which registration statement, as so amended,

has been declared effective by the Commission on the date hereof and copies of

which have heretofore been delivered to the Underwriters.  The registration

statement, as amended at the time it became effective, including the exhibits

and information (if any) deemed to be a part of the registration statement at

the time of effectiveness pursuant to paragraph (b) of Rule 430A or Rule

<PAGE>



434 of the rules and regulations of the Commission under the Securities Act (the

"Securities Act Regulations"), and any post-effective amendments thereto under

Rule 462(d) through the Closing Date (as defined below) is hereinafter called

the "Registration Statement." If the Company has filed or is required pursuant

to the terms hereof to file a registration statement pursuant to Rule 462(b)

under the Securities Act Regulations registering additional shares of Common

Stock (a "Rule 462(b) Registration Statement"), then, and unless otherwise

specified, any reference herein to the term "Registration Statement" shall be

deemed to include such Rule 462(b) Registration Statement. Other than a Rule

462(b) Registration Statement, if any, which became effective upon filing, no

other document with respect to the Registration Statement has heretofore been

filed with the Commission (other than prospectuses filed pursuant to Rule 424(b)

of the Securities Act Regulations, each in the form heretofore delivered to the

Underwriters). No stop order suspending the effectiveness of the Registration

Statement (including any Rule 462(b) Registration Statement) has been issued and

no proceeding for that purpose has been initiated or, to the Company's

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