IN THE MATTER OF THE PROMULGATION AND          CAUSE NO. 499
ESTABLISHMENT OF FIELD RULES TO GOVERN
OPERATIONS IN THE WATTENBERG FIELD,                 ORDER NO. 499-27
WELD COUNTY, COLORADO

REPORT OF THE COMMISSION

This cause came on for hearing before the Commission on April 21, 1997, at 8:30 a.m., in Suite 801, The Chancery Building, 1120 Lincoln Street, Denver, Colorado, after giving Notice of Hearing, as required by law on the application of Amoco Production Company for an order to allow the Elsie L. Smith No. 1 Well, currently producing or capable of producing from the "J" Sand and Codell Formations, to be produced from the Dakota Formation as an additional well for the 320-acre drilling and spacing unit consisting of the E½ of Section 33, Township 2 North, Range 65 West, 6th P.M. The Mayer 33-9P Well located in the SE¼ of said Section 33 currently produces from the "J" Sand and Dakota Formations, for the 320-acre drilling and spacing unit consisting of the E½ of Section 33. The order should also allow the UPRR 62 Pan Am J No. 1 Well, currently producing or capable of producing from the "J" Sand Formation, to be produced from the Dakota Formation as an additional well for the 320-acre drilling and spacing unit consisting of the N½ of Section 27, Township 2 North, Range 65 West, 6th P.M. The UPRR 62 Pan Am J No. 2 Well located in the NW¼ of said Section 27 currently produces from the "J" Sand, Codell, and Dakota Formations, for the 320-acre drilling and spacing unit consisting of the N½ of Section 27. In addition, the order should allow the Earl Young No. 2 Well, currently producing or capable of producing from the "J" Sand and Codell Formations, to be produced from the Dakota Formation as an additional well for the 320-acre drilling and spacing unit consisting of the S½ of Section 34, Township 2 North, Range 65 West, 6th P.M. The Earl Young No. 1 Well located in the SE¼ of said Section 34 currently produces from the "J" Sand and Dakota Formations, for the 320-acre drilling and spacing unit consisting of the S½ of Section 34.

FINDINGS

The Commission finds as follows:

1. Amoco Production 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 Order No. 499-1, the Commission established 320-acre drilling and spacing units for the production of oil, gas and associated hydrocarbons from the Dakota Formation in certain lands, with the 320-acre drilling and spacing units to be identical to those previously established for the "J" Sand Formation under Cause No. 232, with the permitted wells to be located in the NW¼ and the SE¼ of the section and no closer than 990 feet from the boundaries of the quarter section, including Sections 27, 33 and 34, Township 2 North, Range 65 West, 6th P.M.

5. This matter was heard by the Hearing Officer who recommends approval based upon the testimony presented at the administrative hearing that 320-acres is not less than the area that could be efficiently and economically drained by two (2) wells on this unit and that waste would occur if an additional wells were not allowed to be produced on the 320-acre units.

6. That at the time of the administrative hearing, Amoco Production Company agreed to be bound by oral order of the Commission.

7. Based on the facts stated in the application, having received no protests to the application, and having been heard by the Hearing Officer who recommends approval, the Commission should enter an order allowing the Elsie L. Smith No. 1 Well, to be produced from the Dakota Formation as an additional well for the 320-acre drilling and spacing unit consisting of the E½ of Section 33, Township 2 North, Range 65 West, 6th P.M., the UPRR 62 Pan Am J No. 1 Well, to be produced from the Dakota Formation as an additional well for the 320-acre drilling and spacing unit consisting of the N½ of Section 27, Township 2 North, Range 65 West, 6th P.M., and the Earl Young No. 2 Well, to be produced from the Dakota Formation as an additional well for the 320-acre drilling and spacing unit consisting of the S½ of Section 34, Township 2 North, Range 65 West, 6th P.M.

ORDER

NOW, THEREFORE, IT IS ORDERED, that the Elsie L. Smith No. 1 Well, is hereby approved to be produced from the Dakota Formation as an additional well for the 320-acre drilling and spacing unit consisting of the E½ of Section 33, Township 2 North, Range 65 West, 6th P.M.

IT IS FURTHER ORDERED, that the UPRR 62 Pan Am J No. 1 Well, is hereby approved to be produced from the Dakota Formation as an additional well for the 320-acre drilling and spacing unit consisting of the N½ of Section 27, Township 2 North, Range 65 West, 6th P.M.

IT IS FURTHER ORDERED, that the Earl Young No. 2 Well, is hereby approved to be produced from the Dakota Formation as an additional well for the 320-acre drilling and spacing unit consisting of the S½ of Section 34, Township 2 North, Range 65 West, 6th P.M.

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, as the party agreed to accept the verbal order of the 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.

ENTERED this 28th day of April, 1997, as of April 21, 1997.

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 April 28, 1997

(499-27)