BEFORE THE OIL AND GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

IN THE MATTER OF THE PROMULGATION AND                         )                             CAUSE NO. 191

ESTABLISHMENT OF FIELD RULES TO GOVERN                     )

OPERATIONS IN THE MAM CREEK FIELD,                                  )                             DOCKET NO. 0501-SP-01

GARFIELD COUNTY, COLORADO                                                  )

TO ALL INTERESTED PARTIES AND TO WHOM IT MAY CONCERN:

        On February 22, 1994, the Commission issued Order No. 191-4, which amended Order No. 191-3 which established 640-acre drilling and spacing units for the production of gas and associated hydrocarbons from the Mesaverde Formation, with the permitted well to be located no closer than 990 feet to the boundaries of the unit for the below-listed lands:

                                        Sections 35 and 36: All

        On October 21, 1997, the Commission issued Order No. 191-5, which amended Order No. 191-4 which established 640-acre drilling and spacing units for the production of gas and associated hydrocarbons from the Mesaverde Formation, with the permitted well to be located no closer than 990 feet to the boundaries of the unit, to allow additional wells, not to exceed sixteen (16) wells, for the production of oil, gas and associated hydrocarbons from the Mesaverde Group, with the permitted well to be located at a distance of at least 400 feet from the outer boundaries of the drilling and spacing unit and no closer than 800 feet to any well or wells producing or producible from the same formation including Section 25, Township 6 South, Range 92 West, 6^th P.M.

        On October 21, 1997, the Commission issued Order No. 191-5, which amended Order No. 191-4 which established 640-acre drilling and spacing units for the production of gas and associated hydrocarbons from the Mesaverde Formation, with the permitted well to be located no closer than 990 feet to the boundaries of the unit, to decrease the 640-acre drilling and spacing unit consisting of Section 36, Township 6 South, Range 92 West, 6^th P.M. to 40-acre drilling and spacing units for the production of oil, gas and associated hydrocarbons from the Mesaverde Group, with the permitted well to be located in accordance with Rule 318.a.

        Rule 318.a. of the Rules and Regulations of the Commission requires that wells drilled in excess of two thousand five hundred (2,500) feet in depth be located not less than six hundred (600) feet from any lease line, and located not less than one thousand two hundred (1,200) feet from any other producible or drilling oil or gas well when drilling to the same common source of supply, unless authorized by order of the Commission upon hearing. The below-listed lands are subject to Rule 318.a.:

        On November 22, 2004, Bill Barrett Corporation, by its attorney, filed with the Commission a verified application for an order to increase the number of wells which can be optionally drilling into and produced from the Williams Fork Formation in the below-listed 640-acre drilling and spacing units, or portions thereof, the equivalent of one well per 10 acres, with the permitted well to be located downhole anywhere in the drilling and spacing unit, no closer than 100 feet from the boundaries of the unit without exception being granted by the Director of the Oil and Gas Conservation Commission. Where these lands abut or corner lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill 10-acre density Williams Fork Formation wells, the well should be located downhole no closer than 200 feet from the boundary or boundaries of the drilling unit so abutting or cornering such lands without exception being granted by the Director of the Oil and Gas Conservation Commission.

                                        Township 6 South, Range 92 West, 6^th P.M.

                                        Section 24: E½

                                        Sections 25 through 27: All

        In addition, the application also requests that the order increase the number of wells which can be optionally drilling into and produced from the Williams Fork Formation in the below-listed 40-acre drilling and spacing units, the equivalent of one well per 10 acres, with the permitted well to be located downhole anywhere in the drilling and spacing unit, no closer than 100 feet from the boundaries of the unit without exception being granted by the Director of the Oil and Gas Conservation Commission. Where these lands abut or corner lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill 10-acre density Williams Fork Formation wells, the well should be located downhole no closer than 200 feet from the boundary or boundaries of the drilling unit so abutting or cornering such lands without exception being granted by the Director of the Oil and Gas Conservation Commission.

                                        Township 6 South, Range 92 West, 6^th P.M.

                                        Section 36: All

        The application requests that the order establish 640-acre drilling and spacing units for the production of gas and associated hydrocarbons from the Williams Fork Formation, with the permitted well to be located downhole anywhere in the drilling and spacing unit but no closer than 100 feet from the boundaries of the unit without exception being granted by the Director of the Oil and Gas Conservation Commission. Where these lands abut or corner lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill 10-acre density Williams Fork Formation wells, the well should be located downhole no closer than 200 feet from the boundary or boundaries of the drilling unit so abutting or cornering such lands without exception being granted by the Director of the Oil and Gas Conservation Commission. In addition, the order should allow the number of wells which can be optionally drilled into and produced from the Williams Fork Formation to the equivalent of one well per 10 acres.

        The application also requests that the order establish 320-acre drilling and spacing units for the production of gas and associated hydrocarbons from the Williams Fork Formation, for the below-listed lands, with the permitted well to be located downhole anywhere in the drilling and spacing unit but no closer than 100 feet from the boundaries of the unit without exception being granted by the Director of the Oil and Gas Conservation Commission. Where these lands abut or corner lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill 10-acre density Williams Fork Formation wells, the well should be located downhole no closer than 200 feet from the boundary or boundaries of the drilling unit so abutting or cornering such lands without exception being granted by the Director of the Oil and Gas Conservation Commission. In addition, the order should allow the number of wells which can be optionally drilled into and produced from the Williams Fork Formation to the equivalent of one well per 10 acres.

        In addition, the application also requests that the order establish 160-acre drilling and spacing units for the production of gas and associated hydrocarbons from the Williams Fork Formation, for the below-listed lands, with the permitted well to be located downhole anywhere in the drilling and spacing unit but no closer than 100 feet from the boundaries of the unit without exception being granted by the Director of the Oil and Gas Conservation Commission. Where these lands abut or corner lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill 10-acre density Williams Fork Formation wells, the well should be located downhole no closer than 200 feet from the boundary or boundaries of the drilling unit so abutting or cornering such lands without exception being granted by the Director of the Oil and Gas Conservation Commission. The order should allow the number of wells which can be optionally drilled into and produced from the Williams Fork Formation to the equivalent of one well per 10 acres.

        Further, the application also requests that the order establish 80-acre drilling and spacing units for the production of gas and associated hydrocarbons from the Williams Fork Formation, the below-listed lands, with the permitted well to be located downhole anywhere in the drilling and spacing unit but no closer than 100 feet from the boundaries of the unit without exception being granted by the Director of the Oil and Gas Conservation Commission. Where these lands abut or corner lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill 10-acre density Williams Fork Formation wells, the well should be located downhole no closer than 200 feet from the boundary or boundaries of the drilling unit so abutting or cornering such lands without exception being granted by the Director of the Oil and Gas Conservation Commission. In addition, the order should allow the number of wells which can be optionally drilled into and produced from the Williams Fork Formation to the equivalent of one well per 10 acres.

                                        Township 6 South Range 92 West, 6th P.M.

                                        Section 34: N½ SE¼, S½ SE¼

        The application also requests that as to the below-listed lands [unspaced], the order should allow all future Williams Fork Formation wells to be located downhole anywhere upon such lands but no closer than 100 feet from the boundaries of any lease line unless such lease line abuts or corners lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill 10-acre density wells in which event the wells should be drilled downhole no closer than 200 feet from the lease line which so abuts or corners the lands in respect of which 10 acre density downhole drilling for Williams Fork Formation wells has not been ordered by the Commission. In addition, the order should allow the number of wells which can be optionally drilled into and produced from the Williams Fork Formation to the equivalent of one well per 10 acres.

                                        Township 6 South, Range 91 West, 6th P. M.

        NOTICE IS HEREBY GIVEN, that the Oil and Gas Conservation Commission of the State of Colorado, pursuant to the above, has scheduled the above-entitled matter for hearing on:

                     Date: Monday, January 10, 2005

1120 Lincoln Street

                    Denver, CO 80203

        In accordance with the Americans with Disabilities Act, if any party requires special accommodations as a result of a disability for this hearing, please contact Angie Gipson at (303) 894-2100 ext. 113, prior to the hearing and arrangements will be made.

        Pursuant to said hearing in the above-entitled matter at the time and place aforesaid, or at any adjourned meeting, the Commission will enter such orders as it deems appropriate to protect the health, safety and welfare of the public and to prevent the waste of oil and gas, either or both, in the operations of said field, and to carry out the purposes of the statute.

        In accordance with Rule 509., any interested party desiring to protest the granting of the application or to intervene on the application should file with the Commission a written protest or intervention no later than December 27, 2004, briefly stating the basis of the protest or intervention. Such interested party shall, at the same time, serve a copy of the protest or intervention to the person filing the application. An original and nine (9) copies shall be filed with the Commission (Rule 503.f.). Anyone who files a protest or intervention must be available to participate in a prehearing conference during the week of December 27, 2004. Pursuant to Rule 503.e., if a party who has received notice under Rule 503.b. wishes to receive further pleadings in the above-referenced matter, that party must file a protest or intervention in accordance with these rules. In accordance with the practices of the Commission, should no protests or interventions be filed in this matter by December 27, 2004, the Applicant may request that an administrative hearing be scheduled for the week of December 27, 2004.

IN THE NAME OF THE STATE OF COLORADO

OIL AND GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

                                                                                                                        By

                                                                                                                        Patricia C. Beaver, Secretary

Dated at Suite 801                                                                                       Attorney for Applicant:

1120 Lincoln Street                                                                                      William A. Keefe

Denver, Colorado 80203                                                                             Gorsuch Kirgis LLP

December 8, 2004                                                                                       1515 Arapahoe St.

                                                                                                                        Tower 1, Suite 1000

                                                                                                                        Denver, CO 80202

                                                                                                                        (303) 376-5000