BEFORE THE OIL AND GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

IN THE MATTER OF THE APPLICATION OF TOM BROWN, INC FOR AN ORDER ESTABLISHING SPACING AND WELL LOCATION RULES FOR THE WILLIAMS FORK FORMATION OF THE MESAVERDE GROUP FOR CERTAIN DESCRIBED LANDS IN THE PARACHUTE AND RULISON FIELD AREAS, GARFIELD COUNTY, COLORADO

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CAUSE NO. ____

DOCKET NO. ___

APPLICATION

COMES NOW Tom Brown, Inc. ("Applicant"), a Delaware 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 Parachute and Rulison 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 all or a portion of the following described lands (hereinafter “Application Lands”):

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

Section 2:

All

3. That the Application Lands are subject to the Commission's Order No.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 Application Lands, eight (8) wells were 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.

4. That the Application Lands are subject to the Commission’s Order No. 440-16, 479-5 and 139-28 which allowed an increase in the number of wells that could be optionally drilled into and produced from the William Fork Formation of the Mesaverde Group in each 640 acre drilling and spacing unit of the Application Lands to sixteen (16) wells 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.

5. That 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.

6. That to promote efficient drainage within the Williams Fork Formation of the Mesaverde Group of the Application Lands, the Commission should increase the number of wells which can be drilled into and produced from the Williams Fork Formation of the Application Lands to the equivalent of one Williams Fork well per 20 acres.

7. That the permitted downhole location for each Williams Fork well drilled upon the Application Lands should be located no closer than 200 feet from the boundaries of the drilling unit and no closer downhole 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.

8. That no more than one pad shall be used for the drilling of Williams Fork wells per governmental quarter quarter section and that no more than two Williams Fork wells shall be drilled per governmental quarter quarter section without exception being granted by the Director of the Oil and Gas Conservation Commission.

9. That the above-proposed spacing and downhole well location 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.

10. 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 August, 2003, 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 June, 2003.

GORSUCH KIRGIS LLP

By:

William A. Keefe

Tower 1, Suite 1000

1515 Arapahoe Street

Denver, Colorado 80202

STATE OF COLORADO )

) ss.

CITY AND COUNTY OF DENVER )

Dave Davenport, of lawful age, being first duly sworn upon oath, deposes and says that he is the Division Land Manager for Tom Brown, Inc. 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.

Dave Davenport

Subscribed and sworn to before me this ____day of June, 2003.

Witness my hand and official seal.

My commission expires:

Notary Public

( S E A L )

BEFORE THE OIL AND GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

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CAUSE NO. ____

DOCKET NO. ___

AFFIDAVIT OF MAILING

STATE OF COLORADO )

) ss.

CITY AND COUNTY OF DENVER )

William A. Keefe of lawful age, and being first duly sworn upon his oath, states and declares:

That he is the attorney for Tom Brown, Inc., that on July 3, 2003, he caused a copy of the attached Application in the subject docket to be deposited in the United States Mail, postage prepaid, addressed to the parties listed on Exhibit A to the Application.

William A. Keefe

Subscribed and sworn to before me July 7, 2003.

Witness my hand and official seal.

My commission expires: January 24, 2005

Notary Public