BEFORE THE OIL AND GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

IN THE MATTER OF THE APPLICATION OF BARRETT RESOURCES CORPORATION FOR AN ORDER ESTABLISHING SPACING RULES FOR THE WILLIAMS FORK FORMATION OF THE MESAVERDE GROUP FOR CERTAIN DESCRIBED LANDS IN THE RULISON, PARACHUTE AND GRAND VALLEY FIELD AREAS, GARFIELD COUNTY, COLORADO

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CAUSE NO. ____

DOCKET NO. ___

APPLICATION

COMES NOW Barrett Resources Corporation ("Applicant"), a Colorado corporation, by its attorneys, Gorsuch Kirgis LLP., and makes application to the Oil and Gas Conservation Commission of the State of Colorado for an order establishing spacing rules applicable to the drilling and producing of wells from the Williams Fork Formation of the Mesaverde Group covering certain described lands in the Rulison, Parachute and Grand Valley Field areas, Garfield County, Colorado, and in support of its application states and alleges as follows:

1. That Applicant is a corporation duly authorized to conduct business in the State of Colorado.

2. That Applicant owns a leasehold interest in the following described lands:

T6S, R94W, 6th P.M.

Section 16: S/2, W/2NE/4, E/2NW/4

Section 17: SW/4SW/4

Section 18: S/2SE/4, NW/4SE/4

Section 21: N/2NE/4, SW/4NE/4

Section 22: N/2, SE/4

Section 27: SW/4SW/4, N/2SE/4, SW/4SE/4, NE/4SW/4

Section 28: SW/4, S/2NW/4, W/2SE/4

Section 29: S/2, S/2NE/4, SE/4NW/4

Section 32: N/2NW/4, SE/4NW/4, NE/4, N/2SE/4

Section 33: S/2, W/2NE/4, N/2NW/4, SE/4NW/4, SE/4NE/4, Lot 2

Section 34: W/2SW/4, SW/4NW/4

T7S, R94W, 6th P.M.

Section 3: NW/4NW/4

Section 4: W/2, NE/4

T6S, R95W, 6th P.M.

Section 26: S/2SW/4

Section 27: S/2SW/4, SW/4SE/4

Section 28: S/2SE/4, E/2W/2

Section 31: SE/4SE/4

Section 32: SW/4, N/2SE/4, SW/4SE/4, SE/4NE/4

Section 33: S/2, NE/4, NE/4NW/4, SW/4NW/4

Section 34: All

Section 35: NW/4NW/4

T7S, R95W, 6th P.M.

Section 3: N/2

Section 4: N/2N/2, S/2NE/4, SE/4NW/4, NW/4SE/4

Section 5: NW/4NW/4

Section 6: E/2NW/4, W/2NE/4, NE/4NE/4

T6S, R96W, 6th P.M.

Section 17: E/2, E/2W/2

Section 20: N/2, SE/4, E/2SW/4

Section 23: SW/4SW/4

Section 27: NE/4NE/4, S/2NE/4, N/2SE/4, SW/4SE/4, SE/4SW/4

Section 28: S/2NW/4, N/2SW/4

Section 29: NE/4, NE/4NW/4, NE/4SE/4

Section 31: S/2NE/4, N/2SE/4

Section 32: SW/4NW/4, N/2SW/4, NW/4SE/4

Section 34: NE/4NW/4, NW/4NE/4, SW/4NW/4

T7S, R96W, 6th P.M.

Section 1: NW/4NE/4, SE/4SW/4

Section 12: E/2NW/4

(hereinafter "Application Lands")

3. That over a period of years, Applicant has drilled, tested and completed multiple wells in the Williams Fork Formation of the Mesaverde Group upon the Application Lands and other nearby lands.

4. That a portion of the Application Lands have not been spaced (but may be subject to special setback rules established by the Commission) while other portions of the Application Lands constitute all or a portion of drilling units established by the Commission for the Mesaverde Formation or for the Williams Fork Formation of the Mesaverde Group.

5. That to promote efficient drainage within the Williams Fork Formation of the Mesaverde Group of the Application Lands, the Commission should establish 40-acre drilling units for that portion of the Application Lands which currently are unspaced and within these 40-acre drilling units should authorize up to two wells to be drilled into and produced from the Williams Fork Formation of the Mesaverde Group. Further and for the same reason, the Commission should increase the number of wells which can be drilled into and produced from the Williams Fork Formation of the Application Lands which constitute existing drilling units (or portions thereof) to the equivalent of one Williams Fork well per 20 acres.

6. That the above-proposed spacing rules will allow more efficient drainage of the Williams Fork Formation of the Mesaverde Group; will not promote waste; will not violate correlative rights and will assure the greatest ultimate recovery of gas and associated hydrocarbon substances from the reservoir.

7. That the permitted well location for each Williams Fork well upon the Application Lands should be located no closer than 200 feet from the boundaries of a drilling unit and no closer than 400 feet from any existing Williams Fork well or wells without exception being granted by the Director of the Oil and Gas Conservation Commission. In cases where the Application Lands constitute only a portion of an existing drilling and spacing unit, each Williams Fork well upon such Application Lands should be located no closer than 200 feet from the boundaries of the drilling unit, no closer than 200 feet from the boundary of the Application Lands and no closer than 400 feet from any existing Williams Fork well without exception being granted by the Director of the Oil and Gas Conservation Commission.

8. That the Director should be empowered by the Commission to grant exceptions administratively for topographical reasons upon adequate showing by the applicant operator.

9. That the names and addresses of the interested parties according to the information and belief of the Applicant are set forth in Exhibit A attached hereto and made a part hereof.

WHEREFORE, Applicant respectfully requests that this matter be set for hearing in March of 2000, that notice be given as required by law and that upon such hearing this Commission enter its order consistent with Applicant's proposals as set forth above.

Dated this ________ day of January, 2000.

GORSUCH KIRGIS LLP

By:

William A. Keefe

Tower I, Suite 1000

1515 Arapahoe Street

Denver, Colorado 80202

(303) 376-5000

FAX: (303) 376-5001

STATE OF COLORADO )

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CITY AND COUNTY OF DENVER )

Ted Brown, of lawful age, being first duly sworn upon oath, deposes and says that he is the Manager of Engineering for Barrett Resources Corporation and that he has read the foregoing Application and that the matters therein contained are true to the best of his knowledge, information and belief.

Ted Brown

Subscribed and sworn to before me this ______ day of January, 2000.

Witness my hand and official seal.

My commission expires: _______________________________.

Notary Public

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