This cause came on for hearing before the Commission at 9:00 a.m. on January 8, 2007, in Suite 801, in The Chancery Building, 1120 Lincoln Street, Denver, Colorado, for an order to establish an approximate 320-acre drilling and spacing unit consisting of the S½ of Section 6, Township 6 South, Range 92 West, 6^th P.M., for the production of gas and associated hydrocarbons from the Williams Fork and Iles Formations, and to allow the equivalent of one (1) well per 10 acres.

FINDINGS

The Commission finds as follows:

1. Antero Resources Corporation, now renamed Antero Resources Piceance Corporation (“Antero”), 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 pursuant to the Oil and Gas Conservation Act.

4. Rule 318.a. of the Rules and Regulations of the Colorado Oil and Gas Conservation Commission requires wells drilled in excess of 2,500 feet in depth to be located not less than 600 feet from any lease line, and not less than 1,200 feet from any other producible or drilling oil or gas well when drilling to the same common source of supply. The S½ of Section 6, Township 6 South, Range 92 West, 6^th P.M. is subject to this rule.

5. On November 16, 2006, Antero, by its attorney, filed with the Commission a verified application for an order to establish an approximate 320-acre drilling and spacing unit consisting of the S½ of Section 6, Township 6 South, Range 92 West, 6^th P.M., for the production of gas and associated hydrocarbons from the Williams Fork and Iles Formations of the Mesaverde Group, and to allow the equivalent of one (1) well per 10 acres.

All future Williams Fork Formation wells should be located downhole anywhere upon such lands but no closer than 100 feet from the outside boundary of the drilling and spacing unit unless such unit abuts or corners lands in respect of which the Commission has not at the time of the drilling permit application granted the right to drill 10-acre density downhole drilling for the Williams Fork Formation, in which event the Williams Fork Formation wells to be drilled upon the application lands should be drilled downhole no closer than 200 feet from the portion of the boundary which so abuts or corners the lands in respect of which 10-acre density downhole drilling for the Williams Fork Formation wells has not been ordered by the Commission.

All future Iles Formation wells should be located downhole anywhere upon such lands but no closer than 100 feet from the boundaries of the unit unless such unit abuts or corners lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill 10-acre density Iles Formation wells, in which event Iles Formation wells to be drilled upon the application lands should be drilled downhole no closer than 400 feet from the portion of the boundary which so abuts or corners the lands in respect of which 10-acre density downhole drilling for the Iles Formation wells has not been ordered by the Commission.

That all Williams Fork Formation and Iles Formation wells drilled upon the application lands will be drilled from the surface either vertically or directionally from no more than one pad located on a given quarter quarter section unless exception is granted by the Colorado Oil and Gas Conservation Commission.

6. On December 26, 2006, Antero, by its attorney, filed with the Commission a written request to approve the application based on the merits of the verified application and the supporting exhibits. Such request also requested that the Commission take notice of the evidence (including pressure data evidence) supporting the Commission Order Nos. 191-37 and 191-38 as the lands covered by the applications in these orders is located in the same general vicinity as the application lands. Sworn written testimony and two (2) exhibits were submitted in support of the application.

7. Testimony and exhibits submitted in support of the application indicated that a drilling and spacing unit was necessary due to the numerous leases and unleased mineral ownership within the application lands and that establishing the unit would allow downhole well locations to be more efficiently placed thus assuring the greatest ultimate recovery of gas and associated hydrocarbon substances. The testimony and evidence supporting the referenced prior orders of the Commission show that the proposed 10-acre well density will allow more efficient reservoir drainage, will prevent waste, will assure a greater ultimate recovery of gas and will not violate correlative rights.

8. No protests to the application have been filed with the Commission or the applicant.

9. Antero Resources Piceance Corporation agreed to be bound by oral order of the Commission.

10. Based on the facts stated in the verified application, having received no protests and based on the Hearing Officer review of the application under Rule 511.b., the Commission should enter an order to establish an approximate 320-acre drilling and spacing unit consisting of the S½ of Section 6, Township 6 South, Range 92 West, 6^th P.M., and allowing the equivalent of one (1) well per 10 acres.

ORDER

NOW, THEREFORE IT IS ORDERED, that an approximate 320-acre drilling and spacing unit consisting of the S½ of Section 6, Township 6 South, Range 92 West, 6^th P.M. is hereby established for the production of gas from the Williams Fork and Iles Formations of the Mesaverde Group, allowing the equivalent of one (1) well per 10 acres.

IT IS FURTHER ORDERED, that all future Williams Fork Formation wells shall be located downhole no closer than 100 feet from the boundaries of the unit, without exception being granted by the Director of the Oil and Gas Conservation Commission, unless such unit abuts or corners lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill Williams Fork Formation 10-acre density wells, in which event the wells shall be drilled downhole no closer than 200 feet from the unit which so abuts or corners the lands in respect of which 10-acre density downhole drilling for the Williams Fork Formation wells has not been ordered by the Commission.

IT IS FURTHER ORDERED, that all future Iles Formation wells shall be located downhole anywhere in the drilling and spacing unit but no closer than 100 feet from the boundaries of the unit without exception being granted by the Director of the Oil and Gas Conservation Commission. It is provided however that in cases where the application lands abut or corner lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill 10-acre density Iles Formation wells, the well shall be located downhole no closer than 400 feet from the boundary or boundaries of the drilling unit so abutting or cornering such lands without exception being granted by the Director of the Oil and Gas Conservation Commission.

IT IS FURTHER ORDERED, that wells drilled on the application lands shall be drilled from the surface either vertically or directionally from no more than one pad located on a given quarter quarter section unless exception is granted by the Colorado Oil and Gas Conservation Commission.

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.

IT IS FURTHER ORDERED, that under the State Administrative Procedure Act the Commission considers this order to be final agency action for purposes of judicial review within thirty (30) days after the date this order is mailed by the Commission.

IT IS FURTHER ORDERED, that an application for reconsideration by the Commission of this order is not required prior to the filing for judicial review.

ENTERED this _____ day of January, 2007, as of January 8, 2007.

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

January 18, 2007