BEFORE THE OIL AND GAS CONSERVATION COMMISSION

                                                             OF THE STATE OF COLORADO

IN THE MATTER OF THE PROMULGATION AND ESTABLISHMENT OF FIELD RULES TO GOVERN OPERATIONS IN THE WATTENBERG GAS SPACED AREA AND THE CODELL-NIOBRARA SPACED AREA, WELD COUNTY, COLORADO

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CAUSE NOS. 232 and 407 ORDER NOS. 232-146 & 407-192

REPORT OF THE COMMISSION

                        This cause came on for hearing before the Commission on February 21, 1995, in Suite 801, The Chancery Building, 1120 Lincoln Street, Denver, Colorado, after giving Notice of Hearing, as required by law on the application of Prima Oil & Gas Company, for an order to amend Cause No. 232 to allow a well to be recompleted at an exception location for commingled production from the "J" Sand, Codell, and Niobrara Formations.

FINDINGS

                        The Commission finds as follows:

                        1.  Prima Oil & Gas Company, as applicant herein, 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.

                        4.  In Cause No. 232, the Commission established 320-acre drilling and spacing units with said units to consist of the N½ and S½ or the E½ and W½ of a governmental section for production from the "J" Sand Formation and with the authorized well to be located in the NE¼ and the SW¼ of each section no closer than 990 feet from the boundaries of the quarter section.  By Order No. 232-20, the Commission authorized the drilling of a second well for each 320-acre drilling and spacing unit with the additional well to be located no closer than 990 feet from the boundaries of the quarter section upon which it is located, including Section 11, Township 3 North, Range 65 West, 6th P.M.

                        5.  In Order No. 407‑1, the Commission established 80‑acre drilling and spacing units for the production of oil and/or gas and associated hydrocarbons from the Codell Formation.  Wells shall be located in the center of the 40‑acre tract or quarter‑quarter section with a tolerance of 200 feet in any direction.  In Order Nos. 407‑10 and 407‑13, the Commission amended Order No. 407‑1 to include production from the Niobrara Formation in certain lands and to allow the downhole commingling of production from the Codell and Niobrara Formations, including Section 11, Township 3 North, Range 65 West, 6th P.M.

                        6.  Order Nos. 407-66 and 232-47 issued April 16, 1991, among other things, allowed the recompletion, downhole commingling and approval of allocation methods for production from the "J" Sand, Codell, and Niobrara Formations, including Section 11, Township 3 North, Range 65 West, 6th P.M.

                        7.  This matter was heard by the Hearing Officer who recommends approval based upon the testimony presented at the administrative hearing that an exception to the permitted well location is necessary to avoid locating a well in proximity to the Milton Reservoir by allowing an existing well to be recompleted for production from a deeper zone.

                        8.  An order of the Commission should be entered allowing the Cornelius No. 11-22 Well to be recompleted at an exception location 860 feet FNL and 655 feet FWL in the NW¼ NW¼ of Section 11, Township 3 North, Range 65 West, 6th P.M., for production from the "J" Sand Formation, for the 320-acre drilling and spacing unit consisting of the N½ of Section 11, and to allow the downhole commingling of production from the "J" Sand Formation with production from the Codell and Niobrara Formations, for the 80-acre drilling and spacing unit consisting of the N½ NW¼ of Section 11.

ORDER

                        NOW, THEREFORE, IT IS ORDERED, that Order No. 232-1 is hereby amended to allow the Cornelius No. 11-22 Well to be recompleted at an exception location 860 feet FNL and 655 feet FWL in the NW¼ NW¼ of Section 11, Township 3 North, Range 65 West, 6th P.M., for production from the "J" Sand Formation, for the 320-acre drilling and spacing unit consisting of the N½ of Section 11, and to allow the downhole commingling of production from the "J" Sand Formation with production from the Codell and Niobrara Formations, for the 80-acre drilling and spacing unit consisting of the N½ NW¼ of Section 11.

                        IT IS FURTHER ORDERED, that should a commercial well be completed at the location set forth above, the Commission shall, upon application of any interested person, take such action as will offset any advantage which the person securing the exception may have over other procedures by reason of the drilling of the well as an exception location.

                        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  day of , 1995, as of February 21, 1995.

                                                                        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

March 15, 1995