REPORT OF THE COMMISSION

This cause came on for hearing before the Commission on March 18, 1994 at 8:30 a.m., in Room 318, State Centennial Building, 1313 Sherman Street, Denver, Colorado, after giving Notice of Hearing as required by law, on the application of Barrett Resources Corporation, for an order to change the permitted well location for wells drilled in each 640-acre, 320-acre, and 160-acre drilling and spacing unit under Order Nos. 440-14, 479-3, and 139-26, for produc tion from the Williams Fork Formation of the Mesaverde Group.

FINDINGS

The Commission finds as follows:

1. Barrett Resources Corporation, 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. On February 22, 1994, the Commission issued Order Nos. 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 below-listed lands, eight (8) wells shall be allowed to be optionally drilled into and produced from the Williams Fork Formation, with the permitted we ll to be located no closer than 600 feet from the lease line nor 1,200 feet from any other producible or drilling oil and gas well in the Williams Fork Formation.

Township 6 South, Range 94 West, 6th P.M. Section 25: All Section 26: All Section 34: All Section 35: All Section 36: All

Township 7 South, Range 94 West, 6th P.M. Section 1: All Section 2: All Section 3: All Section 4: All Section 5: All

Township 7 South, Range 94 West, 6th P.M. cont. Section 6: All Section 7: All Section 8: All Section 9: All Section 10: All Section 11: All Section 12: All

Township 7 South, Range 95 West, 6th P.M. Section 3: All Section 4: All Section 12: All

For the 320-acre drilling and spacing units established for the below-listed lands, four (4) wells shall be allowed to be optionally drilled into and produced from the Williams Fork Formation, with the permitted well to be located no closer than 600 feet from the lease line nor 1,200 feet from any other producible or drilling oil and gas well in the Williams Fork Formation.

Township 6 South, Range 94 West, 6th P.M. Section 1: All Section 2: All Section 3: All Section 9: All Section 10: All Section 11: All Section 12: All Section 13: All Section 14: All Section 15: All Section 16: All Section 17: All Section 18: All Section 19: All Section 20: All Section 21: All Section 22: All Section 23: All Section 24: All Section 27: All Section 28: All Section 29: All Section 30: All Section 31: All Section 32: All Section 33: All

Township 6 South, Range 95 West, 6th P.M. Section 7: All Section 8: All Section 9: All Section 10: All Section 15: All Section 16: All Section 17: All Section 18: All Section 19: All Section 20: All

Township 6 South, Range 95 West, 6th P.M. cont. Section 25: All Section 26: All Section 27: All Section 28: All Section 31: All Section 32: All Section 33: E1/2 Section 34: All Section 35: All Section 36: All

Township 6 South, Range 96 West, 6th P.M. Section 23: All Section 24: All Section 25: All Section 26: All Section 27: All Section 34: All Section 35: All Section 36: S/2

Township 7 South, Range 95 West, 6th P.M. Section 1: All Section 2: All Section 5: N/2 Section 6: N/2 Section 10: E/2 Section 11: All

Township 7 South, Range 96 West, 6th P.M. Section 1: All

For the 160-acre drilling and spacing units established for the below-listed lands, two (2) wells shall be allowed to be optionally drilled into and produced from the Williams Fork Formation, with the permitted well to be located no closer than 600 feet from the lease line nor 1,200 feet from any other producible or drilling oil and gas well in the Williams Fork Formation.

Township 6 South, Range 95 West, 6th P.M. Section 33: W/2

Township 6 South, Range 96 West, 6th P.M. Section 36: N/2

5. Testimony presented at the administrative hearing indicated that extremely difficult topographic conditions are present in the above-described lands and that a thirty (30%) larger window in which a well could be located would reduce the amount of exception location requests by approximately forty (40%) percent. The permitted well should be located no closer than 400 feet from the boundaries of the unit and no closer than 800 feet from an existing W illiams Fork Formation well. In addition, upon adequate showing by an applicant, the Director should be allowed to grant exceptions to the permitted well locations for topographical reasons. Further, testimony was recounted from the February 22, 1994 hearing to show that correlative rights would not be harmed by a change in permitted well locations due to production typically not extending beyond the limited vertical and lateral natural fracture pattern and lithologic boundaries.

6. Based on the facts stated in the application, having received no protests, and having been heard by the Hearing Officers on March 16, 1994 and recommended for approval, the Commission should approve the application to change the permitted well location.

ORDER

NOW, THEREFORE IT IS ORDERED, that the following rules and regulations shall apply hereafter to a well or wells drilled, completed or recompleted in the Williams Fork Formation of the Mesaverde Group described herein below, in addition to other applicable rules and regulations and policies and orders of the Commission, if any, heretofore adopted and not in conflict herein:

Rule 1. That for the 640-acre drilling and spacing units established for the below-listed lands, eight (8) wells shall be 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 boundaries of the unit and no closer than 800 feet from any existing Williams Fork Formation well or wells.

Township 6 South, Range 94 West, 6th P.M. Section 25: All Section 26: All Section 34: All Section 35: All Section 36: All

Township 7 South, Range 94 West, 6th P.M. Section 1: All Section 2: All Section 3: All Section 4: All Section 5: All

Township 7 South, Range 94 West, 6th P.M. cont. Section 6: All Section 7: All Section 8: All Section 9: All Section 10: All Section 11: All Section 12: All

Township 7 South, Range 95 West, 6th P.M. Section 3: All Section 4: All Section 12: All

Rule 2. That for the 320-acre drilling and spacing units established for the below-listed lands, four (4) wells shall be 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 boundaries of the unit and no closer than 800 feet from any existing Williams Fork Formation well or wells.

Township 6 South, Range 94 West, 6th P.M. Section 1: All Section 2: All Section 3: All Section 9: All Section 10: All Section 11: All Section 12: All Section 13: All Section 14: All Section 15: All Section 16: All Section 17: All Section 18: All Section 19: All Section 20: All Section 21: All Section 22: All Section 23: All Section 24: All Section 27: All Section 28: All Section 29: All Section 30: All Section 31: All Section 32: All Section 33: All

Township 6 South, Range 95 West, 6th P.M. Section 7: All Section 8: All Section 9: All Section 10: All Section 15: All Section 16: All Section 17: All Section 18: All Section 19: All Section 20: All

Township 6 South, Range 95 West, 6th P.M. cont. Section 25: All Section 26: All Section 27: All Section 28: All Section 31: All Section 32: All Section 33: E1/2 Section 34: All Section 35: All Section 36: All

Township 6 South, Range 96 West, 6th P.M. Section 23: All Section 24: All Section 25: All Section 26: All Section 27: All Section 34: All Section 35: All Section 36: S/2

Township 7 South, Range 95 West, 6th P.M. Section 1: All Section 2: All Section 5: N/2 Section 6: N/2 Section 10: E/2 Section 11: All

Township 7 South, Range 96 West, 6th P.M. Section 1: All

Rule 3. That for the 160-acre drilling and spacing units established for the below-listed lands, two (2) wells shall be 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 boundaries of the unit and no closer than 800 feet from any existing Williams Fork Formation well or wells.

Township 6 South, Range 95 West, 6th P.M. Section 33: W/2

Township 6 South, Range 96 West, 6th P.M. Section 36: N/2

IT IS FURTHER ORDERED, that upon adequate showing by an applicant, the Director shall be allowed to grant exceptions to the permitted well locations for topographical reasons.

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 , 1994, as of March 18, 1994.

OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO

By Patricia C. Beaver, Secretary Dated at Suite 380 1580 Logan Street Denver, Colorado 80203 April 1, 1994 ??

(440#15)