139-28

BEFORE THE OIL AND GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

IN THE MATTER OF THE PROMULGATION AND AND [sic] ESTABLISHMENT OF FIELD RULES TO GOVERN OPERATIONS IN THE PARACHUTE FIELD, GRAND VALLEY FIELD, AND RULISON FIELD, GARFIELD COUNTY, COLORADO

)

CAUSE NOS. 440, 479 and 139

ORDER NOS. 440-16, 479-5 and 139-28

AMENDED

CORRECTED

REPORT OF THE COMMISSION

This cause came on for hearing before the Commission on February 21, 1995 at 8:30 a.m., in Suite 801, The Chancery Building, 1120 Lincoln Street, Denver, Colorado, after giving Notice of Hearing as required by law, on the application of Barrett Resources Corporation, for an order to amend Cause Nos. 440, 479, and 139 to increase the number of wells allowed in each 640-acre, 320-acre, and 160-acre drilling and spacing unit which can be optionally drilled into and produced from the Williams Fork Formation of the Mesaverde Group.

FINDINGS

The Commission finds as follows:

1. Barrett Resources Corporation, as applicant herein, is an interested party in the subject matter of the above-referenced hearing.

2. Due notice of the time, place and purpose of the hearing has been given in all respects as required by law.

3. The Commission has jurisdiction over the subject matter embraced in said Notice, and of the parties interested therein, and jurisdiction to promulgate the hereinafter prescribed order.

4. On February 22, 1994, the Commission issued Order Nos. 440-14, 479-3, and 139-26 which allowed an increase in the number of wells that could be optionally drilled into and produced from the Williams Fork Formation of the Mesaverde Group. For the 640-acre drilling and spacing units established for the below-listed lands, eight (8) wells shall be allowed to be optionally drilled into and produced from the Williams Fork Formation, with the permitted well to be located no closer than 400 feet from the lease line nor 800 feet from any other producible or drilling oil and gas well in the Williams Fork Formation.

Township 6 South, Range 94 West, 6th P.M.

Sections 25 - 26: All

Sections 34 - 36: All

Township 7 South, Range 94 West, 6th P.M.

Sections 1 - 5: All

Sections 6 - 12: All

Township 7 South, Range 95 West, 6th P.M.

Sections 3 - 4: All

Section 12: All

For the 320-acre drilling and spacing units established for the below-listed lands, four (4) wells shall be allowed to be optionally drilled into and produced from the Williams Fork Formation, with the permitted well to be located no closer than 400 feet from the lease line nor 800 feet from any other producible or drilling oil and gas well in the Williams Fork Formation.

Township 6 South, Range 94 West, 6th P.M.

Sections 1 - 3: All

Sections 9 - 24: All

Sections 27 - 33: All

Township 6 South, Range 95 West, 6th P.M.

Sections 7 - 10: All

Sections 15 - 20: All

Sections 25 - 28: All

Sections 31 & 32: All

Sections 34 - 36: All

Township 6 South, Range 96 West, 6th P.M.

Sections 23 - 27: All

Sections 34 - 36: All

Township 7 South, Range 95 West, 6th P.M.

Sections 1 - 2: All

Section 5: N/2

Section 6: N/2

Section 10: E/2

Section 11: All

Township 7 South, Range 96 West, 6th P.M.

Section 1: All

For the 160-acre drilling and spacing units established for the below-listed lands, two (2) wells shall be allowed to be optionally drilled into and produced from the Williams Fork Formation, with the permitted well to be located no closer than 400 feet from the lease line nor 800 feet from any other producible or drilling oil and gas well in the Williams Fork Formation.

Township 6 South, Range 95 West, 6th P.M.

Section 33: W/2

Township 6 South, Range 96 West, 6th P.M.

Section 36: N/2

5. Letters of support were filed by the U.S. Department of Energy, Snyder Oil Corporation and W.F. Clough.

6. That evidence presented at the administrative hearing indicated that the number of wells previously approved for 640, 320 and 160-acre drilling and spacing units could not adequately drain those units, for production from the Williams Fork Formation of the Mesaverde Group for the above-described lands in Garfield County, Colorado.

7. That based upon extensive field, engineering studies and the intensive geological, geophysical and reservoir modeling work done at the Multiwell Experiment site in the application lands, the sands within the Williams Fork Formation of the Mesaverde Group are tight and contain extensive natural fractures, such fractures however being vertically and laterally limited in extent and, for the most part, do not extend beyond lithologic boundaries. Evidence presented indicated that there was no pressure communication evident between wells.

8. Based on the facts stated in the application, having been heard by the Hearing Officer on February 16, 1995 and recommended for approval, the Commission should approve the application to increase the number of wells allowed in previously established drilling and spacing units.

ORDER

NOW, THEREFORE, IT IS ORDERED, that the following rules and regulations shall apply hereafter to a well or wells drilled, completed or recompleted in the Williams Fork Formation of the Mesaverde Group described herein below, in addition to other applicable rules and regulations and policies and orders of the Commission, if any, heretofore adopted and not in conflict herein:

Rule 1. That for the 640-acre drilling and spacing units established for the below-listed lands, sixteen (16) wells shall be allowed to be optionally drilled into and produced from the Williams Fork Formation, with the permitted well to be located no closer than 400 feet from the boundaries of the unit and no closer than 800 feet from any existing Williams Fork Formation well or wells.

Township 6 South, Range 94 West, 6th P.M.

Sections 25 - 26: All

Sections 34 - 36: All

Township 7 South, Range 94 West, 6th P.M.

Sections 1 - 12: All

Township 7 South, Range 95 West, 6th P.M.

Sections 3 - 4: All

Section 12: All

Rule 2. That for the 320-acre drilling and spacing units established for the below-listed lands, eight (8) wells shall be allowed to be optionally drilled into and produced from the Williams Fork Formation, with the permitted well to be located no closer than 400 feet from the boundaries of the unit and no closer than 800 feet from any existing Williams Fork Formation well or wells.

Township 6 South, Range 94 West, 6th P.M.

Sections 1 - 3: All

Sections 9 - 24: All

Sections 27 - 33: All

Township 6 South, Range 95 West, 6th P.M.

Sections 7 - 10: All

Sections 15 - 20: All

Sections 25 - 28: All

(Cont.)

Sections 31 & 32: All

Sections 34 - 36: All

Township 6 South, Range 96 West, 6th P.M.

Sections 23 - 27: All

Sections 34 - 36: All

Section 36: S/2

Township 7 South, Range 95 West, 6th P.M.

Sections 1 - 2: All

Section 5: N/2

Section 6: N/2

Section 10: E/2

Section 11: All

Township 7 South, Range 96 West, 6th P.M.

Section 1: All

Rule 3. That for the 160-acre drilling and spacing units established for the below-listed lands, four (4) wells shall be allowed to be optionally drilled into and produced from the Williams Fork Formation, with the permitted well to be located no closer than 400 feet from the boundaries of the unit and no closer than 800 feet from any existing Williams Fork Formation well or wells.

Township 6 South, Range 95 West, 6th P.M.

Section 33: All

Township 6 South, Range 96 West, 6th P.M.

Section 36: N/2

IT IS FURTHER ORDERED, that the provisions contained in the above order shall become effective forthwith.

IT IS FURTHER ORDERED, that the Commission expressly reserves its right, after notice and hearing, to alter, amend or repeal any and/or all of the above orders.

ENTERED this 15th day of March , 1995, as of February 21, 1995.

AMENDED this day of , 1995, as of February 21, 1995.

CORRECTED this 17th day of February, 2000, as of February 21, 1995 [sic]

OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO

Patricia C. Beaver, Secretary

Dated at Suite 801

1120 Lincoln Street

Denver, Colorado 80203

February 15, 2000