IN THE MATTER OF THE PROMULGATION AND          CAUSE NO. 471
AND ESTABLISHMENT OF FIELD RULES TO
GOVERN OPERATIONS IN THE JACE FIELD,                 ORDER NO. 471-6
KIOWA COUNTY, COLORADO

REPORT OF THE COMMISSION

This cause came on for hearing before the Commission at 8:30 a.m. on March 31, 1998 in Suite 801, The Chancery Building, 1120 Lincoln Street, Denver, Colorado, on the application of Union Pacific Resources, Inc. for an order to add certain lands to the provisions of Order No. 471-1 for the Jace Field which established 80-acre drilling and spacing units for the production of oil and associated hydrocarbons from the Morrow Formation, with the permitted well to be no closer than 600 feet from the boundaries of the unit tract and no closer than 1,200 feet from any other well producing oil from the Morrow Formation. The order should also establish 320-acre drilling and spacing units for all such lands in Jace Field for the producing of gas and associated hydrocarbons from the Morrow Formation with the permitted gas well for each unit to be located no closer than 600 feet from the boundaries of the unit, and no closer than 2,000 feet from any other well producing gas from the Morrow Formation. In addition, the Applicant requests that the Maximum Daily Production Rate established in Order No. 471-1 be eliminated and allow the wells to be governed by statewide regulations, except for wells in the irregular sections consisting of Sections 29-32, Township 17 South, Range 41 West , 6th P.M., and Sections 5-8, 17 and 18 in Township 18 South, Range 41 West , 6th P.M. Further, the applicant requests that the Director be given the authority to approve exception locations due to topographical or archeological conditions, irregular sections, surface use conflicts or reservoir considerations. The Applicant also requests that the Director be authorized to approve additional wells in a unit or to allow location exceptions if a well proposed to be drilled for oil is capable of producing as a gas well or a well drilled for gas is capable of producing as an oil well, provided that production from such well is from a separate source of supply in the Morrow Formation.

FINDINGS

The Commission finds as follows:

1. Union Pacific Resources, Inc., as applicant herein, is an interested party in the subject matter of the above-referenced matter.

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. In Order No. 471-1 issued August 21, 1989, the Commission established 80-acre drilling and spacing units for the production of oil and associated hydrocarbons from the Morrow Sandstone Formation for the below-listed lands. Said units consist of the E½ and the W½ or the N½ and the S½ of a governmental quarter section, with the permitted well to be located no closer than 600 feet from the boundaries of the unit tract and no closer than 1,200 feet from any other producible or drilling well when producing from or drilling into the Morrow Sandstone Formation. Area "A" consists of lands which are irregular in shape and do not contain 640-acres per section. In Area "A" the units are to consist of 80-acre tracts approximately 1,800 feet in width and such length as necessary to constitute an attribution of 80 continuous acres and should be rectangular or square in shape. The Order also established maximum daily production rates for Area "A" and "B" based on certain calculations with testing requirements and monthly reporting requirements to be submitted to the Director.

Area "A"

Township 18 South, Range 41 West, 6th P.M.
Section 5: All Section 8: All
Section 17

Township 17 South, Range 41 West, 6th P.M.
Section 29: All Section 32: All

Area "B"

Township 17 South, Range 41 West, 6th P.M.
Sections 30 - 31: All

Township 17 South, Range 42 West, 6th P.M.
Sections 25 - 26: All
Sections 35 - 36: All

Township 18 South, Range 41 West, 6th P.M.
Sections 6 - 7: All
Section 18: All

Township 18 South, Range 42 West, 6th P.M.
Sections 1 - 2: All
Sections 11 - 14: All

5. Union Pacific Resources filed an application with the Commission to add the below-listed lands to the provisions of Order No. 471-1 for the Jace Field.

Township 17 South, Range 42 West, 6th P.M.
Section 27: All Section 34: All

Township 18 South, Range 42 West, 6th P.M.
Section 3: All Section 10: All Section 15: All

6. Testimony and evidence was presented at the administrative hearing describing how the original Order No. 471-1 included Rules Nos. 4 through 8 which set forth a formula for Maximum Daily Production Rates for wells producing oil and associated hydrocarbons from the Morrow Sandstone in the Jace Field, with a maximum daily allowable rate of 200 barrels of oil per day or 50 MCF of gas per day, whichever occurred first. This restriction was originally set forth because it was believed that operators had plans to unitize the Jace Field. Currently, there are no plans to unitize the Jace Field, that the rate restriction is no longer valid, and that Order No. 471-1 Rules Nos. 4 through 8 should be rescinded except in the irregular sections consisting of Sections 29-32, Township 17 South, Range 41 West , 6th P.M. and Sections 5-8, 17 and 18 in Township 18 South, Range 41 West , 6th P.M.

7. Testimony and evidence presented shows that the Morrow Formation has multiple reservoir sands which are fluvial channel sands encased in tight shales. The V-3 and the V-6 Sandstones are separate reservoirs, with the V-3 Sandstone being primarily a gas reservoir, and the V-6 Sandstone being primarily an oil reservoir.

8. Testimony and evidence was presented indicating the Morrow Formation is the stratigraphic equivalent between the measured depths of 5,018 feet and 5,168 feet in the well bore of the UPR No. 3 Schneider 34-1 Well located in the SW¼ SE¼ of Section 1, Township 18 South, Range 42 West, 6th P.M.

9. Testimony and evidence was presented indicating that for the purposes of this application, a gas well should be defined as a well which produces gas with a gas-oil ratio (GOR) equal to or in excess of 10,000 standard cubic feet per stock tank barrel of oil.

10. Testimony was presented that approval of the application is necessary to enable gas wells in the area to economically produce supply gas for the new helium extraction plant being constructed by Union Pacific Resources, Inc. in the area.

11. At the time of the administrative hearing on March 25, 1998, it was discovered that Section 15, Township 18 South, Range 42 West, 6th P.M. was inadvertently omitted from the official notice in this matter as provided by the Colorado Oil and Gas Conservation Commission. After testimony and evidence was presented by the Applicant on all lands requested above and including said Section 15, the Hearing Officer recommended approval of the application provided the owners within said Section 15 were properly noticed. The order would become effective twenty (20) days from the date notice is received, provided no protests to the inclusion of Section 15 are filed by April 24, 1998. On March 31, 1998, the Commission approved the recommendation of the Hearing Officer. No protests to the addition of Section 15 were received.

12. At the time of the administrative hearing, Union Pacific Resources, Inc. agreed to be bound by oral order of the Commission.

13. Based on the facts stated in the application, having received no protests to the application upon both notices, and having been heard by the Hearing Officer who recommends approval of the application, the Commission should enter an order to add the above-listed lands to the provisions of Order No. 471-1 for the Jace Field which established 80-acre drilling and spacing units for the production of oil and associated hydrocarbons from the Morrow Formation, with the permitted well to be no closer than 600 feet from the boundaries of the unit tract and no closer than 1,200 feet from any other well producing oil from the Morrow Formation. The order should also establish 320-acre drilling and spacing units for all such lands in Jace Field for the production of gas and associated hydrocarbons from the Morrow Formation, with the permitted gas well for each unit to be located no closer than 600 feet from the boundaries of the unit, and no closer than 2,000 feet from any other well producing gas from the Morrow Formation. In addition, the Applicant requests that the Maximum Daily Production Rate established in Order No. 471-1 be eliminated and allow the wells to be governed by statewide regulations, except for wells in the irregular sections consisting of Sections 29-32, Township 17 South, Range 41 West , 6th P.M., and Sections 5-8, 17 and 18 in Township 18 South, Range 41 West , 6th P.M. Further, the applicant requests that the Director be given the authority to approve exception locations due to topographical or archeological conditions, irregular sections, surface use conflicts or reservoir considerations. The Applicant also requests that the Director be authorized to approve additional wells in a unit or to allow location exceptions if a well proposed to be drilled for oil is capable of producing as a gas well or a well drilled for gas is capable of producing as an oil well, provided that production from such well is from a separate source of supply in the Morrow Formation.

ORDER

NOW, THEREFORE, IT IS ORDERED that Order No. 471-1 is hereby amended to include the below-described lands under the provisions of Cause No. 471 governing operations in the Jace Field:

Area "A"

Township 18 South, Range 41 West, 6th P.M.
Section 5: All Section 8: All
Section 17

Township 17 South, Range 41 West, 6th P.M.
Section 29: All Section 32: All

Area "B"

Township 17 South, Range 41 West, 6th P.M.
Sections 30 - 31: All

Township 17 South, Range 42 West, 6th P.M.
Sections 25 - 27: All
Sections 34 - 36: All

Township 18 South, Range 41 West, 6th P.M.
Sections 6 - 7: All
Section 18: All

Township 18 South, Range 42 West, 6th P.M.
Sections 1 - 3: All
Sections 10 - 15: All

IT IS FURTHER ORDERED, that the Operator, in its discretion, shall designate either the N½ and S½ or the E½ and W½ of each section as the respective drilling units for the production of gas and associated substances, and to designate the N½ and S½ or the E½ and W½ of each quarter section as the respective drilling units for the production of oil and associated hydrocarbons, with spacing units in the partial sections established as nearly as practical as 80-acre units for oil and associated hydrocarbons and 320-acre units for gas and associated substances.

IT IS FURTHER ORDERED, that the bottom hole location or completion interval for the wells for the production of oil and associated hydrocarbons from the Morrow Formation in said drilling units shall be located no less than 600 feet from the boundary of the drilling units, irrespective of lease lines, and no less than 1,200 feet from the nearest well permitted to, drilling to, completed in or producing oil and associated hydrocarbons from the Morrow Formation, with existing wells approved as exception locations as necessary or required.

IT IS FURTHER ORDERED, that the bottom hole location or completion interval for the wells for the production of gas and associated substances from the Morrow Formation in said drilling units shall be located no less than 600 feet from the boundary of the drilling units, irrespective of lease lines, and no less than 2,000 feet from the nearest well permitted to, drilling to, completed in or producing gas or associated substances from the Morrow Formation, with existing wells approved as exception locations as necessary or required.

IT IS FURTHER ORDERED, that for purposes of this Order, a gas well shall be defined as a well which produces gas with a gas-oil ratio equal to or in excess of 10,000 standard cubic feet per stock tank barrel of oil.

IT IS FURTHER ORDERED, that the Director shall be given authority to approve without holding a hearing exception locations due to topographical conditions, archeological conditions, irregular sections, surface use conflicts or reservoir considerations, provided the Operator obtains a waiver or consent signed by the lease owner toward whom the well is proposed to be moved, agreeing to the proposed location. If the owner of the proposed well is also the majority owner of the leasehold interest covering a spacing unit toward which the well is proposed to be moved, then a waiver or consent shall be obtained from the mineral interest owner subject to such lease.

IT IS FURTHER ORDERED, that the Director shall be authorized to allow additional wells in a unit, or to allow location exceptions if a well proposed to be drilled for oil is capable of producing as a gas well or a well drilled for gas is capable of producing as an oil well, provided the owner establishes that production from such well is from a separate source of supply in the Morrow Formation.

IT IS FURTHER ORDERED, that the existing production limits established in Order No. 471-1 shall be rescinded and establish a production limit for wells producing from the partial Sections 29 and 32, Township 17 South, Range 41 West, 6th P.M. and Sections 5, 8 and 17, Township 18 South, Range 41 West, 6th P.M. to a rate which, when divided by the maximum production rate for such well, is equal to the quotient of the total number of acres in the spacing unit for that well divided by either: (1) 80-acres for an oil well, or (2) 320-acres for a gas well. The maximum production rate for each well in these five partial sections shall be determined by an IP test upon completion of the well and annual tests thereafter.

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 30th day of April, 1998 , as of March 31, 1998 and April 24, 1998.

OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO

By Patricia C. Beaver, Secretary

Dated at Suite 801, 1120 Lincoln Street, Denver, Colorado 80203 April 30, 1998

(471-6)