BEFORE THE OIL & GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

IN THE MATTER OF THE APPLICATION OF FOUR STAR OIL & GAS COMPANY IN REQUESTING A SECOND WELL IN A 320-ACRE DRILLING AND SPACING UNIT TO BE COMPLETED IN THE FRUITLAND COAL SEAM FORMATION, IGNACIO-BLANCO FIELD, LA PLATA COUNTY, COLORADO

CAUSE NO.: ____________ DOCKET NO.: __________

APPLICATION

COMES NOW, Four Star Oil & Gas Company ("Applicant"), by its attorneys, Gorsuch Kirgis LLP, and submits this amended application to the Oil and Gas Conservation Commission of the State of Colorado for an order allowing a second well to be completed in an existing 320‑acre drilling and spacing unit in La Plata County, Colorado, affecting the Fruitland coal seam formation, all as more fully set forth as follows:

1. That the Fruitland coal seam formation has been spaced for production on 320‑acre drilling and spacing units as set forth in Order Nos. 112-60, 112-61 and 112-62. Wells are to be located in the center of the NW/4 and SE/4 of the section and no closer than 990 feet to any outer boundary of the unit, nor closer than 130 feet to any interior quarter section line.

2. That the Applicant is desirous of drilling and completing a second well into the Fruitland coal seam formation within a 320‑acre designated drilling and spacing unit, and being the S/2 of Section 13, Township 33 North, Range 10 West.

3. Applicant desires to drill and complete this well in the SW/4 no closer than 990 feet to the outer boundary of the unit and no closer than 130 feet to any interior quarter section line.

4. That allowing two Fruitland coal seam wells within the existing drilling and spacing unit is expected to economically and efficiently drain the Fruitland formation which is a common source of supply in this area. Existing 320‑acre spacing is not smaller than the maximum area that can be economically and efficiently drained by two wells.

5. That by permitting the drilling and completion of the described second well, correlative rights of all parties will be protected, drilling of unnecessary wells will be prevented, and waste will be avoided.

6. Applicant states to the best of its information and belief that the “interested parties” and the owners as defined in the Oil and Gas Conservation Act of the State of Colorado and the Rules and Regulations of the Commission are listed on Exhibit A attached hereto by name and address.

WHEREFORE, Applicant respectfully requests that this matter be set for hearing at the next regular hearing date, that notice thereof be given as required by law and that upon such hearing the Commission enter its order:

A. Granting the drilling and completing of a second well into the Fruitland coal seam within that 320‑acre drilling and spacing unit consisting of the S/2 of Section 13, such well being located in the SW/4 no closer than 990 feet to the outer boundary of the unit and no closer than 130 feet to any interior quarter section line.

B. Granting any other relief necessary to prevent waste and protect correlative rights of the owners.

DATED this 29th day of January, 2004

FOUR STAR OIL & GAS COMPANY

By:

William A. Keefe

GORSUCH KIRGIS LLP

Tower I, Suite 1000

1515 Arapahoe Street

Denver, Colorado 80202

Applicant's Address:

11111 South Wilcrest

Houston, Texas 77099

STATE OF TEXAS )

) ss.

COUNTY OF _________________________ )

Michael J. Beirne, of lawful age, being first duly sworn upon oath, deposes and says that he is the ___________________________________ for Four Star Oil & Gas Company, 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.

Michael J. Beirne

Subscribed and sworn to before me this _____ day of __________________, 2004.

Witness my hand and official seal.

My commission expires: ____________________________.

Notary Public

EXHIBIT A

BP America Production Company

380 Airport Road

Durango, CO 81303

BP America Production Company

501 Westlake Park Blvd.

Houston, TX 77079

ConocoPhillips

600 North Dairy Ashford

Houston, TX 77079

Montana Gas Investments, LLC

82 Devonshire Street, R25C

Boston, MA 02109

Perigrine Royalties

8333 Douglas Ave., Suite 950

Dallas, TX 75225-5847

WPC Oil & Gas LP

8333 Douglas Ave., Suite 950

Dallas, TX 75225-5847

Resolution Partners LLP, a Colorado LLP

501 Westlake Park Blvd.

Houston, TX 77079

Southern Ute Indian Tribe

PO Box 737

Ignacio, CO 81137

SG Interest V Ltd

909 Fannin, Suite 2600

Houston, TX 77010

Williams Production Company

One Williams Center, 25 Floor

Tulsa, OK 74172