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<P align="center" style="font-size: 10pt"><B>As filed with the Securities and Exchange Commission on December&nbsp;23, 2004</B>


<DIV align="right" style="font-size: 10pt"><B>Registration
No.&nbsp;333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></DIV>



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<P align="center" style="font-size: 14pt"><B>UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt">Washington, D.C. 20549
</DIV>


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="35%">
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<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<P align="center" style="font-size: 12pt">REGISTRATION STATEMENT<BR>
UNDER THE SECURITIES ACT OF 1933



<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="35%">



<DIV align="center" style="font-size: 24pt"><B>BILL BARRETT CORPORATION</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of Registrant as specified in its charter)</DIV>



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    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>1311</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>80-0000545</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Primary Standard Industrial
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Classification Code Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Identification Number)</TD>
</TR>

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</DIV>



<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="35%">
</DIV>


<P align="center" style="font-size: 10pt"><B>1099 18<SUP>th</SUP> Street, Suite&nbsp;2300<BR>
Denver, Colorado 80202</B>

<DIV align="center" style="font-size: 10pt">(Address, including zip code, of Registrant&#146;s principal executive offices)
</DIV>


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="35%">
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<p align="center" style="font-size: 10pt"><B>Bill Barrett Corporation<BR>
Amended and Restated 2002 Stock Option Plan</B>


<P align="center" style="font-size: 10pt"><B>Bill Barrett Corporation<BR>
2003 Stock Option Plan</B>



<P align="center" style="font-size: 10pt"><B>Bill Barrett Corporation<BR>
2004 Stock Incentive Plan</B><BR>
(Full title of the plans)



<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="35%">
</DIV>


<p align="center" style="font-size: 10pt"><B>Francis B. Barron<BR>
Senior Vice President &#151; General Counsel<BR>
Bill Barrett Corporation<BR>
1099 18th Street<BR>
Suite&nbsp;2300<BR>
Denver, CO 80202<BR>
(303)&nbsp;293-9100</B><BR>
(Name and address, including zip code, and telephone number, including area code, of agent for service)


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="35%">
</DIV>


<DIV align="center" style="font-size: 10pt"><I>Copies to</I>:<BR>
<B>Christine B. LaFollette<BR>
Mark Zvonkovic<BR>
Akin Gump Strauss Hauer &#038; Feld LLP<BR>
1111 Louisiana St.<BR>
44<SUP>th</SUP> Floor<BR>
Houston, TX 77002<BR>
(713)&nbsp;220-5896</B>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price Per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>to be Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered (1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Share (2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price (2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B><HR size="1" noshade></TD>
</TR>

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<TR valign="bottom">
    <TD align="center">Common Stock, par
value $0.001 per
share (including
the associated
preferred stock
purchase rights)(3)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,585,333</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">31.28</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">205,989,217</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">24,245</TD>
    <TD>&nbsp;</TD>
</TR>

<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><HR size="4" noshade>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

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</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD>The total number of shares issuable upon the exercise of options, the
vesting of restricted awards and the granting, exercise or vesting of
certain other awards pursuant to the Bill Barrett Corporation Amended and
Restated 2002 Stock Option Plan, the Bill Barrett Corporation 2003 Stock
Option Plan and the Bill Barrett Corporation 2004 Stock Incentive
Plan, and
the total number of shares previously issued upon the exercise of options
under the Amended and Restated 2002 Stock Option Plan and the 2003 Stock
Option Plan. Pursuant to Rule&nbsp;416(a), this Registration Statement also
covers an indeterminate number of additional shares that may become
issuable pursuant to the antidilution adjustment provisions of the plans.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pursuant to Rule 457(c) and (h), and solely for the purpose of
calculating the applicable registration fee, the proposed maximum offering
price per share for the common stock to be registered hereunder has been
calculated based on the average of the high and low sales prices of Bill
Barrett Corporation&#146;s common stock on December&nbsp;16, 2004, as quoted on the
New York Stock Exchange.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>This registration statement also relates to preferred stock purchase
rights to purchase a one one-thousandth of a share of Series&nbsp;A Junior
Participating Preferred Stock, par value $0.001 per share, of the
registrant, which are attached to all shares issued, pursuant to the terms
of a rights agreement. Until the occurrence of the prescribed events, the
rights are not exercisable, are evidenced by the certificates for the
common stock and will be transferred with and only with such stock.
Because no separate consideration is paid for the rights, the registration
fee for such rights is included in the fee for the common stock.</TD>
</TR>

</TABLE>


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<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>EXPLANATORY NOTE</B>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This registration statement on Form S-8 (this &#147;Registration Statement&#148;) of
Bill Barrett Corporation is prepared in accordance
with the requirements of
Form S-8 under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;),
to register up to 6,585,333 shares of its common stock, par value
$0.001 per share, which includes the registration for reoffer
and resale of up to 183,760 shares previously issued upon exercise of options granted pursuant to the
Company&#146;s Amended and Restated 2002 Stock Option Plan and 2003 Stock Option
Plan. Prior to the filing of this Registration Statement, those
183,760 shares held by
selling stockholders were deemed to be &#147;restricted securities&#148; within the
meaning of Rule&nbsp;144 promulgated under the Securities Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;This
Registration Statement also includes a reoffer prospectus, which may be
utilized for reofferings and resales on a continuous or delayed basis
in the future of up to 183,760
restricted shares of common stock acquired by selling stockholders prior to the
date of the reoffer prospectus pursuant to the Amended and Restated 2002 Stock
Option Plan and 2003 Stock Option Plan. The materials that follow Part&nbsp;I of this Registration Statement
up to Part&nbsp;II of this Registration Statement constitute the
reoffer prospectus, prepared in accordance with the requirements of Part&nbsp;I of
Form S-3, in accordance with General Instruction C of Form S-8.
The amount of securities to be offered
or resold under the reoffer prospectus by each stockholder and any other person
with whom he or she is acting in concert for the purpose of selling our
securities, may not exceed, during any three month period, the amount specified
in Rule&nbsp;144(e).


<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;1. Plan Information.</B>



<P align="left" style="font-size: 10pt">&nbsp;
&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents
containing the information required by Part&nbsp;I of this
Registration Statement will be sent or given to our employees, officers and
directors, as specified by Rule&nbsp;428(b)(1) under the Securities Act.
Those documents do not need to be filed with the Securities and Exchange
Commission (the &#147;SEC&#148;) either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule&nbsp;424
under the Securities Act. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item&nbsp;3 of Part&nbsp;II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirement of Section 10(a) of the Securities Act (the &#147;Section&nbsp;10(a)
Prospectus&#148;).


<P align="left" style="font-size: 10pt"><B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information.</B>



<P align="left" style="font-size: 10pt">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All Information
required by Part&nbsp;I, which is contained in the Section
10(a) Prospectus referenced in Item&nbsp;1 of this Part&nbsp;I, is omitted from this
Registration Statement in accordance with Rule&nbsp;428 under the
Securities Act.


<P align="center" style="font-size: 10pt">I-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>REOFFER PROSPECTUS</b>



<P align="center" style="font-size: 10pt">183,760 Shares



<P align="center" style="font-size: 10pt"><IMG src="d21173d2117300.gif" alt="(BILL BARRETT CORPORATION LOGO)">



<P align="center" style="font-size: 10pt"><B>Bill Barrett Corporation</B>



<P align="center" style="font-size: 10pt">Common Stock



<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
reoffer prospectus covers up to 183,760 shares of common stock, par value
$0.001 per share, of Bill Barrett Corporation, a Delaware corporation (the
&#147;Company&#148;). Such shares have been acquired by employees, officers and directors
of the Company pursuant to options granted under the Bill Barrett Corporation
Amended and Restated 2002 Stock Option Plan (the &#147;2002 Plan&#148;) and the Bill
Barrett Corporation 2003 Stock Option Plan (the &#147;2003 Plan&#148;). Shares acquired
pursuant to the 2002 Plan or 2003 Plan prior to the effective date of a
registration statement covering securities issued under the 2002 Plan or 2003
Plan, respectively, are &#147;restricted securities&#148; pursuant to Rule&nbsp;144, whether
or not held by affiliates of the Company. In connection with such resales or
reoffers for sale, certain employees, officers and directors of the Company and
the brokers through whom those shares may be sold may be deemed to be
&#147;underwriters&#148; as that term is defined in Section&nbsp;2(11) of the Securities Act
of 1933, as amended (the &#147;Securities Act&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s securities are currently traded on the New York Stock
Exchange (&#147;NYSE&#148;) under the symbol &#147;BBG.&#148; On December&nbsp;22, 2004 the closing
sale price of the common stock was $31.69.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares may be offered by the selling stockholders from time to time
through or to brokers in the over-the-counter market or otherwise at prices
acceptable to the selling stockholders. The Company will not receive any of
the proceeds from the sale of the shares pursuant to this prospectus. All
costs incurred in connection with the registration of the shares are being
borne by the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The amount of securities to be offered or resold under this prospectus by
each stockholder and any other person with whom he or she is acting in concert,
for the purpose of selling our securities, may not exceed, during any three
month period, the amount specified in Rule&nbsp;144(e).


<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">



<P align="left" style="font-size: 10pt"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An investment in these securities involves a high degree of risk.
See &#147;Risk Factors&#148; beginning on page&nbsp;5 to read about
factors you should consider before buying shares of the common stock.</B>

<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">



<P align="left" style="font-size: 10pt"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These
securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission nor has the
commission or any state securities commission passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.</B>

<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">

<P align="center" style="font-size: 10pt">The date of this reoffer
prospectus is December&nbsp;23, 2004.

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
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<DIV align="left">
<A name="tocpage"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>TABLE OF CONTENTS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="92%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Page</B><HR size="1" noshade></TD>
</TR>

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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#101">Where You Can Find More Information </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#102">Incorporation of Certain Information by Reference </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#103">Cautionary Note Regarding Forward-Looking Statements </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#104">Summary </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#105">Risk Factors </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#106">Transfer Agent and Registrar </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#107">Use of Proceeds </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#108">Selling Stockholders </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#109">Plan of Distribution </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#110">Legal Matters </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><A href="#111">Experts </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>

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<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d21173exv5w1.htm">Opinion/Consent of Francis B. Barron</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d21173exv23w1.htm">Consent of Deloitte & Touche LLP</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d21173exv23w2.htm">Consent of KPMG LLP</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d21173exv23w3.htm">Consent of Ryder Scott Company, L.P.</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d21173exv23w4.htm">Consent of Netherland, Sewell & Associates, Inc.</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d21173exv23w5.htm">Consent of Netherland, Sewell & Associates, Inc.</A></FONT></TD></TR>
</TABLE>
</DIV>


<DIV align="left">
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<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%">


<DIV align="left">
<A name="101"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>WHERE YOU CAN FIND MORE INFORMATION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), and, under those
requirements, it files reports and other information with the Securities and
Exchange Commission (&#147;SEC&#148;). The SEC maintains a website on the Internet that
contains reports, proxy and information statements and other information
regarding registrants, including our company, that file electronically with the
SEC. The SEC&#146;s website address is www.sec.gov. In addition, our Exchange Act
filings may be inspected and copied at the public reference facilities of the
SEC located at Room&nbsp;1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
DC 20549; and at the SEC&#146;s regional offices at Citicorp Center, 500 West
Madison Street, Room&nbsp;1400, Chicago, IL 60661, and at 233 Broadway, New York, NY
10279. Copies of the material may also be obtained upon request and payment of
the appropriate fee from the Public Reference Section of the SEC located at
Room&nbsp;1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus is a part of a Registration Statement on Form S-8
(together with all amendments and exhibits referred to as the Registration
Statement) filed by the Company with the SEC under the Securities Act. This
prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement for
further information with respect to the Company and the common stock offered.
Any statements contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed with the SEC are
not necessarily complete, and in each instance reference is made to the copy of
such document as filed. Each such statement is qualified in its entirety by
such reference.

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<P align="center" style="font-size: 10pt"><B>INCORPORATION OF CERTAIN INFORMATION BY REFERENCE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following documents, which have been filed with the SEC, together with any
amendments to those documents, are incorporated by
reference into this prospectus:

<p>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our prospectus filed on December&nbsp;13, 2004 pursuant to Rule&nbsp;424(b)(4) under the Securities Act;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our current reports on Form 8-K as filed on December&nbsp;15, and December&nbsp;20, 2004; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of our common stock contained in our registration statement on Form 8-A (File
No.&nbsp;001-32367) filed with the SEC pursuant to Section 12(b) of the Exchange Act on December
2, 2004, as amended on December&nbsp;20, 2004, and including any other amendment or report filed
for the purpose of updating such description.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents subsequently filed by the Company pursuant
to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this prospectus and prior to the termination of this offering shall
be deemed to be incorporated by reference in this prospectus and to be part hereof
from the date of filing of such reports and other documents.


<P align="center" style="font-size: 10pt">2
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may request a copy of these filings, at no cost, by writing to Francis
Barron, Senior Vice President &#151; General Counsel and Secretary, Bill Barrett
Corporation, 1099 18th Street, Suite&nbsp;2300, Denver, CO 80202, or by calling him
at (303)&nbsp;293-9100.

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<P align="center" style="font-size: 10pt"><B>CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus contains and incorporates by reference forward-looking
statements that are subject to a number of risks and uncertainties, many of
which are beyond our control, which may include statements about our:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>business strategy;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>identified drilling locations;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>exploration and development drilling prospects, inventories, projects and programs;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>natural gas and oil reserves;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>technology;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>financial strategy;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>realized oil and natural gas prices;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>production;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>lease operating expenses, general and administrative costs and finding and development costs;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>future operating results; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>plans, objectives, expectations and intentions.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of these types of statements, other than statements of historical fact
included in this prospectus, are forward-looking statements. In some cases, you
can identify forward-looking statements by terminology such as &#147;may&#148;, &#147;will&#148;,
&#147;could&#148;, &#147;should&#148;, &#147;expect&#148;, &#147;plan&#148;, &#147;project&#148;, &#147;intend&#148;, &#147;anticipate&#148;,
&#147;believe&#148;, &#147;estimate&#148;, &#147;predict&#148;, &#147;potential&#148;, &#147;pursue&#148;, &#147;target&#148; or
&#147;continue&#148;, the negative of such terms or other comparable terminology.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The forward-looking statements contained or incorporated by reference in
this prospectus are largely based on our expectations, which reflect estimates
and assumptions made by our management. These estimates and assumptions reflect
our best judgment based on currently known market conditions and other factors.
Although we believe such estimates and assumptions to be reasonable, they are
inherently uncertain and involve a number of risks and uncertainties that are
beyond our control. In addition, management&#146;s assumptions about future events
may prove to be inaccurate. Management cautions all readers that the
forward-looking statements contained or incorporated by reference in this
prospectus are not guarantees of future performance, and we cannot assure any
reader that such statements will be realized or the forward-looking events and
circumstances will occur. Actual results may differ materially from those
anticipated or implied in the forward-looking statements due to the factors
listed in the &#147;Risk Factors&#148; section and elsewhere in this prospectus. All
forward-looking statements speak only as of the date of this prospectus. We do not intend to publicly update or revise any forward-looking
statements as a result of new information, future events or otherwise. These
cautionary statements qualify all forward-looking statements attributable to us
or persons acting on our behalf.


<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

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<P align="center" style="font-size: 10pt"><B>SUMMARY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing elsewhere
in, or incorporated by reference into, this prospectus. Consequently, this
summary does not contain all of the information that you should consider before
investing in our common stock. You should carefully read the entire prospectus,
including the &#147;Risk Factors&#148; section, and the documents and information
incorporated by reference into this prospectus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This reoffer prospectus relates to a maximum of 183,760 shares of our
common stock that may be offered and resold from time to time by the selling
stockholders identified in this prospectus. It is anticipated that the selling
stockholders will offer shares for sale at prevailing market prices on the NYSE
on the date of sale. We will not receive any proceeds from these sales. We are
paying the expenses incurred in registering the shares, but all selling and
other expenses incurred by each of the selling stockholders will be borne by
that stockholder.


<P align="left" style="font-size: 10pt"><B>Overview</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Bill Barrett Corporation is a rapidly growing independent oil and gas
company focused on natural gas exploration and development in the Rocky
Mountain region. We have exploration and development projects in the Piceance,
Wind River, Uinta, Powder River, Williston, Green River, Denver-Julesburg,
Paradox and Big Horn Basins. Our management has an extensive track record with
expertise in the full spectrum of Rocky Mountain plays. Our strategy is to
maximize stockholder value by leveraging our management team&#146;s experience in
finding and developing oil and gas in the Rocky Mountain region to profitably
grow our reserves and production, primarily through the drill-bit.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We began operations in March&nbsp;2002. All eleven of our corporate officers
worked together as executives or advisors for many years with Barrett Resources
Corporation, a publicly-traded Rocky Mountain oil and gas company that was
founded in 1980 and sold in 2001 in a transaction valued at approximately $2.8
billion. Since our inception, we have assembled a property base in nine key
basins. We focus on both conventional and unconventional Rocky Mountain plays,
including basin-centered gas, tight gas sands, structural and stratigraphic oil
and natural gas, coalbed methane, biogenic gas and fractured shale gas plays.
Our development drilling programs in the Piceance, Wind River, Uinta, Powder
River and Williston Basins are generating growth in our production and proved
reserves. As of December&nbsp;9, 2004, we were active in 22 exploration projects and
held over 820,000 net undeveloped leasehold acres as well as an additional
125,000 net undeveloped acres that are subject to a drill-to-earn agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For 2004, we estimate that our capital expenditures will be approximately
$191&nbsp;million to participate in drilling 286 gross wells across our exploration
and development projects and to pursue other exploration activities and
infrastructure projects. We spent $144&nbsp;million to participate in drilling 195
gross wells and other activities and projects during the nine months ended
September&nbsp;30, 2004. Additionally, for acquisitions of natural gas and oil
properties in 2004, we estimate our capital expenditures will be $157&nbsp;million,
including $140&nbsp;million for our acquisition of properties in the Piceance Basin
in September&nbsp;2004.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From inception through September&nbsp;30, 2004, we participated in drilling 382
gross wells, of which 369 gross wells, or 97%, have been completed as producing
wells or are in the process of being completed or dewatering. Subsequent to
September&nbsp;30, 2004, we determined that two development wells in progress at
September&nbsp;30, 2004 were dry holes.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of December&nbsp;31, 2003, our estimated net proved reserves were 204 Bcfe,
of which approximately 89% were natural gas. In September&nbsp;2004, we produced
89.0 MMcfe/d, net to our interest, of which approximately 90% was natural gas.
Our September&nbsp;2004 production represents a 71% increase from our production in
September&nbsp;2003. We operated approximately 92% of our September&nbsp;2004 production.


<P align="center" style="font-size: 10pt">4
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<P align="left" style="font-size: 10pt"><B>Risk Factors</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An investment in the common stock offered in this prospectus involves a
high degree of risk. See &#147;Risk Factors.&#148;


<P align="left" style="font-size: 10pt"><B>Our Corporate Information</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our company was founded in 2002 and is incorporated in Delaware. Our
principal executive offices are located at 1099 18th Street, Suite&nbsp;2300,
Denver, Colorado 80202, and our telephone number at that address is (303)
293-9100. Our website address is www.billbarrettcorp.com. The information
found on our website is not a part of this prospectus.

<DIV align="left">
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</DIV>

<P align="center" style="font-size: 10pt"><B>RISK FACTORS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>An investment in our common stock involves a high degree of risk. You
should carefully consider the following risks and all of the other information
contained and incorporated by reference in this prospectus before deciding to
invest in our common stock. The risks described below are not the only ones
facing our company. Additional risks not presently known to us or which we
currently consider immaterial also may adversely affect our company.</I>


<P align="center" style="font-size: 10pt"><B>Risks Related to the Oil and Natural Gas Industry and Our Business</B>


<P align="left" style="font-size: 10pt"><B><I>Oil and natural gas prices are volatile and a decline in oil and natural gas
prices can significantly affect our financial results and impede our growth.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our revenue, profitability and cash flow depend upon the prices and demand
for oil and natural gas. The markets for these commodities are very volatile
and even relatively modest drops in prices can significantly affect our
financial results and impede our growth. Changes in oil and natural gas prices
have a significant impact on the value of our reserves and on our cash flow.
Prices for oil and natural gas may fluctuate widely in response to relatively
minor changes in the supply of and demand for oil and natural gas, market
uncertainty and a variety of additional factors that are beyond our control,
such as:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the domestic and foreign supply of oil and natural gas;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the price of foreign imports;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>overall domestic and global economic conditions;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>political and economic conditions in oil producing countries, including the Middle East
and South America;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the ability of members of the Organization of Petroleum Exporting Countries to agree to
and maintain oil price and production controls;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the level of consumer product demand;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>weather conditions;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>technological advances affecting energy consumption;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>domestic and foreign governmental regulations;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">5
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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>proximity and capacity of oil and gas pipelines and other transportation facilities; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the price and availability of alternative fuels.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Lower oil and natural gas prices may not only decrease our revenues on a
per unit basis, but also may reduce the amount of oil and natural gas that we
can produce economically. This may result in our having to make substantial
downward adjustments to our estimated proved reserves. If this occurs or if our
estimates of development costs increase, production data factors change or our
exploration results deteriorate, successful efforts accounting rules may
require us to write down, as a non-cash charge to earnings, the carrying value
of our oil and natural gas properties for impairments. We are required to
perform impairment tests on our assets whenever events or changes in
circumstances lead to a reduction of the estimated useful life or estimated
future cash flows that would indicate that the carry amount may not be
recoverable or whenever management&#146;s plans change with respect to those assets.
We may incur impairment charges in the future, which could have a material
adverse effect on our results of operations in the period taken.

<P align="left" style="font-size: 10pt"><B><I>Our business is difficult to evaluate because we have a limited operating
history.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In considering whether to invest in our common stock, you should consider
that there is only limited historical financial and operating information
available on which to base your evaluation of our performance. We were formed
in January&nbsp;2002 and, as a result, we have a limited operating history.

<P align="left" style="font-size: 10pt"><B><I>We have incurred losses from operations during certain periods since our
inception and may continue to do so in the future.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We incurred net losses of $5.0&nbsp;million and $4.0&nbsp;million in the period from
January&nbsp;7, 2002 (inception)&nbsp;through December&nbsp;31, 2002 and the year ended
December&nbsp;31, 2003, respectively, and $2.6&nbsp;million in the nine months ended
September&nbsp;30, 2003. Our development of and participation in an increasingly
larger number of prospects has required and will continue to require
substantial capital expenditures. The uncertainty and factors described
throughout this section may impede our ability to economically find, develop,
exploit, and acquire natural gas and oil reserves. As a result, we may not be
able to achieve or sustain profitability or positive cash flows from operating
activities in the future.

<P align="left" style="font-size: 10pt"><B><I>Our estimated reserves are based on many assumptions that may turn out to be
inaccurate. Any material inaccuracies in these reserve estimates or underlying
assumptions will materially affect the quantities and present value of our
reserves.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No one can measure underground accumulations of oil and natural gas in an
exact way. Oil and natural gas reserve engineering requires subjective
estimates of underground accumulations of oil and natural gas and assumptions
concerning future oil and natural gas prices, production levels, and operating
and development costs. As a result, estimated quantities of proved reserves and
projections of future production rates and the timing of development
expenditures may be incorrect. We prepare our own estimates of proved reserves,
which are reviewed by independent petroleum engineers. Over time, our internal
engineers may make material changes to reserve estimates taking into account
the results of actual drilling, testing, and production. Also, we make certain
assumptions regarding future oil and natural gas prices, production levels, and
operating and development costs that may prove incorrect. Any significant
variance from these assumptions to actual figures could greatly affect our
estimates of reserves, the economically recoverable quantities of oil and
natural gas attributable to any particular group of properties, the
classifications of reserves based on risk of recovery, and estimates of the
future net cash flows. Some of our reserve estimates are made without the
benefit of a lengthy production history, which are less reliable than estimates
based on a lengthy production history. At year end 2003, we revised our proved
reserves downward from our 2002 reserve report by approximately 41 Bcfe. The
majority of the downward revision was due to reclassifying deep proved
undeveloped reserves and reevaluating the economic potential of behind pipe
reserves in the Wind River Basin as a result of a periodic review of our
reserves and reserve evaluation methodologies and an analysis of the results of
our recompletion program. Numerous changes over time to the assumptions on
which our


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<P align="left" style="font-size: 10pt">reserve estimates are based, as described above, often result in the actual
quantities of oil and gas we ultimately recover being different from our
reserve estimates.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The present value of future net cash flows from our proved reserves is not
necessarily the same as the current market value of our estimated oil and
natural gas reserves. We base the estimated discounted future net cash flows
from our proved reserves on prices and costs in effect on the day of estimate.
However, actual future net cash flows from our oil and natural gas properties
also will be affected by factors such as:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>actual prices we receive for oil and natural gas;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the amount and timing of actual production;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>supply of and demand for oil and natural gas; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in governmental regulations or taxation.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The timing of both our production and our incurrence of expenses in
connection with the development and production of oil and natural gas
properties will affect the timing of actual future net cash flows from proved
reserves, and thus their actual present value. In addition, the 10% discount
factor we use when calculating discounted future net cash flows may not be the
most appropriate discount factor based on interest rates in effect from time to
time and risks associated with us or the oil and natural gas industry in
general. For example, if natural gas prices decline by $0.10 per Mcf, then the
PV-10 of our proved reserves as of December&nbsp;31, 2003 would decrease from $521
million to $509&nbsp;million.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our independent engineers perform a well-by-well review of all of our
properties and of our estimates of proved reserves, but the review report they
issue to us only addresses the total amount of our estimates for the sum of all
properties covered by our reserve report. These review reports do not state the
degree of their concurrence with the accuracy of our estimate for the proved
reserves attributable to our interest in any specific basin, property or well,
although this information is generated by the independent engineers as a basis
for their review report. In a well-by-well comparison by the independent
engineers, differences of greater or less than 10% exist. For estimates of
proved reserves at June&nbsp;30, 2004, these comparisons by the independent
engineers arrived at reserve estimates that are greater than 10% above or below
our own estimates for approximately 40% of our conventional wells, which
represents approximately 39% of the total proved reserves covered in the review
reports. In its review of our reserve estimates at September&nbsp;1, 2004 for the
properties we acquired on that date in the Piceance Basin, Ryder Scott Company
arrived at reserve estimates that are greater than 10% above or below our own
estimates for approximately 63% of the wells, which comprise approximately 54%
of the proved developed producing reserves covered by our report, and for
approximately 25% of the proved developed but not producing properties, which
represent approximately 21% of the reserve estimates covered by the report. In
the case of the properties reviewed by each of the two independent engineers,
our estimates of proved reserves at December&nbsp;31, 2003, June&nbsp;30, 2004 and, for
the Piceance Basin properties, at September&nbsp;1, 2004 in the aggregate were 6.7%,
6.9% and 4.8%, respectively, above those of Ryder Scott Company, L.P. and at
December&nbsp;31, 2003 and June&nbsp;30, 2004 in the aggregate were 5.1% and 5.5%,
respectively, above Netherland, Sewell &#038; Associates, Inc.

<P align="left" style="font-size: 10pt"><B><I>Unless we replace our oil and natural gas reserves, our reserves and production
will decline, which would adversely affect our business, financial condition
and results of operations.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Producing oil and natural gas reservoirs generally are characterized by
declining production rates that vary depending upon reservoir characteristics
and other factors. Our reserve report at June&nbsp;30, 2004, shows an estimated
decline rate after 2005 of approximately 13% per year in our total estimated
proved reserves at June&nbsp;30, 2004. Because total estimated proved reserves
include our proved undeveloped reserves at June&nbsp;30, 2004, production will
decline at this rate even if those proved undeveloped reserves are developed
and the wells produce as expected. This rate of decline will change if
production from our existing wells declines in a different manner than we have
estimated and can change under other circumstances. Thus, our future oil and
natural gas reserves and production


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<P align="left" style="font-size: 10pt">and, therefore, our cash flow and income are highly dependent on our success in
efficiently developing and exploiting our current reserves and economically
finding or acquiring additional recoverable reserves. We may not be able to
develop, find or acquire additional reserves to replace our current and future
production at acceptable costs.


<P align="left" style="font-size: 10pt"><B><I>Prospects that we decide to drill may not yield natural gas or oil in
commercially viable quantities.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We describe some of our current prospects and our plans to explore those
prospects in this prospectus. A prospect is a property on which we have
identified what our geoscientists believe, based on available seismic and
geological information, to be indications of natural gas or oil. Our prospects
are in various stages of evaluation, ranging from a prospect that is ready to
drill to a prospect that will require substantial additional seismic data
processing and interpretation. However, the use of seismic data and other
technologies and the study of producing fields in the same area will not enable
us to know conclusively prior to drilling and testing whether natural gas or
oil will be present or, if present, whether natural gas or oil will be present
in sufficient quantities to recover drilling or completion costs or to be
economically viable. From inception through September&nbsp;30, 2004, we participated
in drilling a total of 382 gross wells, of which 13 have been identified as dry
holes. Subsequent to September&nbsp;30, 2004, we determined that two development
wells in progress at September&nbsp;30, 2004 were dry holes. If we drill additional
wells that we identify as dry holes in our current and future prospects, our
drilling success rate may decline and materially harm our business. In sum, the
cost of drilling, completing and operating any wells is often uncertain and new
wells may not be productive.

<P align="left" style="font-size: 10pt"><B><I>Many of our leases in the Powder River Basin are in areas that have been
partially depleted or drained by offset wells.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Powder River Basin represents a significant part of our drilling
program and production growth in 2004. Our development operations are conducted
in seven project areas in this basin. Nearly all of our operations are in
coalbed methane plays. Our key project areas are located in both the Big George
and Wyodak fairways, which has been the most active drilling area in the Rocky
Mountain Region. As a result, many of our leases in the Wyodak are in areas
that have already been partially depleted or drained by earlier offset
drilling. This may inhibit our ability to find economically recoverable
quantities of natural gas in these areas.

<P align="left" style="font-size: 10pt"><B><I>Our identified drilling location inventories are scheduled out over several
years, making them susceptible to uncertainties that could materially alter the
occurrence or timing of their drilling.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our management has specifically identified and scheduled drilling
locations as an estimation of our future multi-year drilling activities on our
existing acreage. As of December&nbsp;31, 2003, we had identified 1,577 gross
drilling locations and, as of September&nbsp;1, 2004, an additional 625 drilling
locations in the Gibson Gulch field in the Piceance Basin. These identified
drilling locations represent a significant part of our growth strategy. Our
ability to drill and develop these locations depends on a number of
uncertainties, including the availability of capital, seasonal conditions,
regulatory approvals, oil and natural gas prices, costs and drilling results.
Because of these uncertainties, we do not know if the numerous potential
drilling locations we have identified will ever be drilled or if we will be
able to produce natural gas or oil from these or any other potential drilling
locations. As such, our actual drilling activities may materially differ from
those presently identified, which could adversely affect our business.

<P align="left" style="font-size: 10pt"><B><I>Our use of 2-D and 3-D seismic data is subject to interpretation and may not
accurately identify the presence of natural gas and oil, which could adversely
affect the results of our drilling operations.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Even when properly used and interpreted, 2-D and 3-D seismic data and
visualization techniques are only tools used to assist geoscientists in
identifying subsurface structures and hydrocarbon indicators and do not enable
the interpreter to know whether hydrocarbons are, in fact, present in those
structures. In addition, the use of 3-D seismic and other advanced technologies
requires greater predrilling expenditures than traditional drilling strategies,
and we could incur losses as a result of such expenditures. As a result, our
drilling activities may not be successful or economical and our overall
drilling success rate or our drilling success rate for activities in a
particular area could decline.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We often gather 3-D seismic over large areas. Our interpretation of
seismic data delineates for us those portions of an area that we believe are
desirable for drilling. Therefore, we may chose not to acquire option or lease
rights prior to acquiring seismic data and, in many cases, we may identify
hydrocarbon indicators before seeking option or lease rights in the location.
If we are not able to lease those locations on acceptable terms, it would
result in our having made substantial expenditures to acquire and analyze 3-D
data without having an opportunity to attempt to benefit from those
expenditures.

<P align="left" style="font-size: 10pt"><B><I>Drilling for and producing oil and natural gas are high risk activities with
many uncertainties that could adversely affect our business, financial
condition or results of operations.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our drilling activities are subject to many risks, including the risk that
we will not discover commercially productive reservoirs. Drilling for oil and
natural gas can be unprofitable, not only from dry holes, but from productive
wells that do not produce sufficient revenues to return a profit. In addition,
our drilling and producing operations may be curtailed, delayed or canceled as
a result of other factors, including:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>unusual or unexpected geological formations;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>pressures;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>fires;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>blowouts;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>loss of drilling fluid circulation;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>title problems;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>facility or equipment malfunctions;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>unexpected operational events;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>shortages or delivery delays of equipment and services;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>compliance with environmental and other governmental requirements; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>adverse weather conditions.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additionally, the coal beds in the Powder River Basin from which we
produce methane gas frequently contain water, which may hamper our ability to
produce gas in commercial quantities. The amount of coalbed methane that can be
commercially produced depends upon the coal quality, the original gas content
of the coal seam, the thickness of the seam, the reservoir pressure, the rate
at which gas is released from the coal, and the existence of any natural
fractures through which the gas can flow to the well bore. However, coal beds
frequently contain water that must be removed in order for the gas to detach
from the coal and flow to the well bore. The average life of a coal bed well is
only five to six years. Our ability to remove and dispose of sufficient
quantities of water from the coal seam will determine whether or not we can
produce coalbed methane in commercial quantities.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any of these risks can cause substantial losses, including personal injury
or loss of life, damage to or destruction of property, natural resources and
equipment, pollution, environmental contamination or loss of wells and other
regulatory penalties.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We ordinarily maintain insurance against various losses and liabilities
arising from our operations; however, insurance against all operational risks
is not available to us. Additionally, we may elect not to obtain insurance if
we believe that the cost of available insurance is excessive relative to the
perceived risks presented. Thus, losses could occur for uninsurable or
uninsured risks or in amounts in excess of existing insurance coverage. The
occurrence of an event that is not fully covered by insurance could have a
material adverse impact on our business activities, financial condition and
results of operations.

<P align="left" style="font-size: 10pt"><B><I>Our development and exploration operations require substantial capital and we
may be unable to obtain needed capital or financing on satisfactory terms,
which could lead to a loss of properties and a decline in our natural gas and
oil reserves.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The oil and natural gas industry is capital intensive. We make and expect
to continue to make substantial capital expenditures in our business and
operations for the exploration for and development, production and acquisition
of oil and natural gas reserves. To date, we have financed capital expenditures
primarily with sales of our equity securities, proceeds from bank borrowings
and cash generated by operations. We intend to finance our capital expenditures
with cash flow from operations and our existing financing arrangements. Our
cash flow from operations and access to capital are subject to a number of
variables, including:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our proved reserves;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the level of oil and natural gas we are able to produce from existing wells;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the prices at which oil and natural gas are sold; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to acquire, locate and produce new reserves.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If our revenues or the borrowing base under our revolving credit facility
decreases as a result of lower oil and natural gas prices, operating
difficulties, declines in reserves or for any other reason, we may have limited
ability to obtain the capital necessary to sustain our operations at current
levels. We may, from time to time, need to seek additional financing. Our
revolving credit facility and the bridge loan we obtained to finance our
acquisition of the Piceance Basin properties in September&nbsp;2004 restrict our
ability to obtain new financing. There can be no assurance as to the
availability or terms of any additional financing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Even if additional capital is needed, we may not be able to obtain debt or
equity financing on terms favorable to us, or at all. If cash generated by
operations or available under our revolving credit facility is not sufficient
to meet our capital requirements, the failure to obtain additional financing
could result in a curtailment of our operations relating to exploration and
development of our prospects, which in turn could lead to a possible loss of
properties and a decline in our natural gas and oil reserves.

<P align="left" style="font-size: 10pt"><B><I>Our credit facility and other debt financing have substantial restrictions and
financial covenants and we may have difficulty obtaining additional credit,
which could adversely affect our operations.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will depend on our revolving credit facility for future capital needs.
The revolving credit facility and the bridge loan we obtained to finance our
acquisition of the Piceance Basin properties in September&nbsp;2004 restrict our
ability to obtain additional financing, make investments, lease equipment, sell
assets and engage in business combinations. We also are required to comply with
certain financial covenants and ratios. Our ability to comply with these
restrictions and covenants in the future is uncertain and will be affected by
the levels of cash flow from our operations and events or circumstances beyond
our control. Our failure to comply with any of the restrictions and


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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">covenants under the revolving credit facility or other debt financing could
result in a default under those facilities, which could cause all of our
existing indebtedness to be immediately due and payable.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The revolving credit facility limits the amounts we can borrow to a
borrowing base amount, determined by the lenders in their sole discretion,
based upon projected revenues from the oil and natural gas properties securing
our loan. The lenders can unilaterally adjust the borrowing base and the
borrowings permitted to be outstanding under the revolving credit facility. Any
increase in the borrowing base requires the consent of the lenders holding 75%
of the commitments. If the required lenders do not agree on an increase, then
the borrowing base will be the lowest borrowing base acceptable to the required
number of lenders. Outstanding borrowings in excess of the borrowing base must
be repaid immediately, or we must pledge other oil and natural gas properties
as additional collateral. We do not currently have any substantial unpledged
properties, and we may not have the financial resources in the future to make
any mandatory principal prepayments required under the revolving credit
facility.

<P align="left" style="font-size: 10pt"><B><I>Substantially all of our producing properties are located in the Rocky
Mountains, making us vulnerable to risks associated with operating in one major
geographic area.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our operations are focused on the Rocky Mountain region, which means our
producing properties are geographically concentrated in that area. In
particular, a substantial portion of our proved oil and natural gas reserves
are located in the Wind River Basin. At December&nbsp;31, 2003, approximately 49% of
our proved reserves and approximately 67% of our production were located in the
Wind River Basin. As a result, we may be disproportionately exposed to the
impact of delays or interruptions of production from these wells caused by
significant governmental regulation, transportation capacity constraints,
curtailment of production or interruption of transportation of natural gas
produced from the wells in this basin.

<P align="left" style="font-size: 10pt"><B><I>Seasonal weather conditions and lease stipulations adversely affect our ability
to conduct drilling activities in some of the areas where we operate.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Oil and natural gas operations in the Rocky Mountains are adversely
affected by seasonal weather conditions and lease stipulations designed to
protect various wildlife. In certain areas, including parts of the Wind River
and Uinta Basins, drilling and other oil and natural gas activities can only be
conducted during the spring and summer months. This limits our ability to
operate in those areas and can intensify competition during those months for
drilling rigs, oil field equipment, services, supplies and qualified personnel,
which may lead to periodic shortages. These constraints and the resulting
shortages or high costs could delay our operations and materially increase our
operating and capital costs.

<P align="left" style="font-size: 10pt"><B><I>Properties that we buy may not produce as projected and we may be unable to
determine reserve potential, identify liabilities associated with the
properties or obtain protection from sellers against them.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;One of our growth strategies is to capitalize on opportunistic
acquisitions of oil and natural gas reserves. However, our reviews of acquired
properties are inherently incomplete because it generally is not feasible to
review in depth every individual property involved in each acquisition.
Ordinarily, we will focus our review efforts on the higher value properties and
will sample the remainder. However, even a detailed review of records and
properties may not necessarily reveal existing or potential problems, nor will
it permit a buyer to become sufficiently familiar with the properties to assess
fully their deficiencies and potential. Inspections may not always be performed
on every well, and environmental problems, such as ground water contamination,
are not necessarily observable even when an inspection is undertaken. Even when
problems are identified, we often assume certain environmental and other risks
and liabilities in connection with acquired properties.

<P align="left" style="font-size: 10pt"><B><I>We have limited control over activities on properties we do not operate, which
could reduce our production and revenues.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Substantially all of our business activities are conducted through joint
operating agreements under which we own partial interests in oil and natural
gas properties. If we do not operate the properties in which we own an
interest, we do not have control over normal operating procedures, expenditures
or future development of underlying properties. The failure of an operator of
our wells to adequately perform operations, or an operator&#146;s breach of the
applicable agreements, could reduce our production and revenues. The success
and timing of our drilling and development activities on properties operated by
others therefore depends upon a number of factors outside of our


<P align="center" style="font-size: 10pt">11
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">control, including the operator&#146;s timing and amount of capital expenditures,
expertise and financial resources, inclusion of other participants in drilling
wells, and use of technology. Because we do not have a majority interest in
most wells we do not operate, we may not be in a position to remove the
operator in the event of poor performance.


<P align="left" style="font-size: 10pt"><B><I>Market conditions or operational impediments may hinder our access to oil and
natural gas markets or delay our production.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Market conditions or the unavailability of satisfactory oil and natural
gas transportation arrangements may hinder our access to oil and natural gas
markets or delay our production. The availability of a ready market for our oil
and natural gas production depends on a number of factors, including the demand
for and supply of oil and natural gas and the proximity of reserves to
pipelines and terminal facilities. Our ability to market our production depends
in substantial part on the availability and capacity of gathering systems,
pipelines and processing facilities owned and operated by third parties. Our
failure to obtain such services on acceptable terms could materially harm our
business. We may be required to shut in wells for a lack of a market or because
of inadequacy or unavailability of natural gas pipeline, gathering system
capacity or processing facilities. If that were to occur, then we would be
unable to realize revenue from those wells until production arrangements were
made to deliver the production to market.

<P align="left" style="font-size: 10pt"><B><I>Our hedging activities could result in financial losses or could reduce our
income.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To achieve a more predictable cash flow, to reduce our exposure to adverse
fluctuations in the prices of oil and natural gas and to comply with credit
agreement requirements, we currently, and may in the future, enter into hedging
arrangements for a portion of our oil and natural gas production. Hedging
arrangements for a portion of our oil and natural gas production expose us to
the risk of financial loss in some circumstances, including when:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>production is less than expected;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the counter-party to the hedging contract defaults on its contract obligations; or</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>there is a change in the expected differential between the underlying price in
the hedging agreement and actual prices received.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, these types of hedging arrangements limit the benefit we
would receive from increases in the prices for oil and natural gas and may
expose us to cash margin requirements.

<P align="left" style="font-size: 10pt"><B><I>The inability of one or more of our customers to meet their obligations may
adversely affect our financial results.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Substantially all of our accounts receivable result from oil and natural
gas sales or joint interest billings to third parties in the energy industry.
This concentration of customers and joint interest owners may impact our
overall credit risk in that these entities may be similarly affected by changes
in economic and other conditions. In addition, our oil and natural gas hedging
arrangements expose us to credit risk in the event of nonperformance by
counterparties.

<P align="left" style="font-size: 10pt"><B><I>We depend on a limited number of key personnel who would be difficult to
replace.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We depend on the performance of our executive officers and other key
employees, especially William J. Barrett, our Chairman and Chief Executive
Officer. The loss of any member of our senior management or other key employees
could negatively impact our ability to execute our strategy. We do not maintain
key person life insurance policies on any of our employees.

<P align="left" style="font-size: 10pt"><B><I>Competition in the oil and natural gas industry is intense, which may adversely
affect our ability to succeed.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The oil and natural gas industry is intensely competitive, and we compete
with other companies that have greater resources. Many of these companies not
only explore for and produce oil and natural gas, but also carry on refining
operations and market petroleum and other products on a regional, national or
worldwide basis. These companies may be able to pay more for productive oil and
natural gas properties and exploratory prospects or


<P align="center" style="font-size: 10pt">12
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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">define, evaluate, bid for and purchase a greater number of properties and
prospects than our financial or human resources permit. In addition, these
companies may have a greater ability to continue exploration activities during
periods of low oil and natural gas market prices. Our larger competitors may be
able to absorb the burden of present and future federal, state, local and other
laws and regulations more easily than we can, which would adversely affect our
competitive position. Our ability to acquire additional properties and to
discover reserves in the future will be dependent upon our ability to evaluate
and select suitable properties and to consummate transactions in a highly
competitive environment. In addition, because we have fewer financial and human
resources than many companies in our industry, we may be at a disadvantage in
bidding for exploratory prospects and producing oil and natural gas properties.


<P align="left" style="font-size: 10pt"><B><I>We are subject to complex federal, state, local and other laws and regulations
that could adversely affect the cost, manner or feasibility of doing business.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our exploration, development, production and marketing operations are
regulated extensively at the federal, state and local levels. In addition, a
portion of our leases in the Uinta basin are, and some of our future leases may
be, regulated by Native American tribes. Environmental and other governmental
laws and regulations have increased the costs to plan, design, drill, install,
operate and abandon oil and natural gas wells. Under these laws and
regulations, we could also be liable for personal injuries, property damage and
other damages. Failure to comply with these laws and regulations may result in
the suspension or termination of our operations and subject us to
administrative, civil and criminal penalties. Moreover, public interest in
environmental protection has increased in recent years, and environmental
organizations have opposed, with some success, certain drilling projects.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Powder River Basin coalbed methane exploration and production
activities result in the discharge of large volumes of produced groundwater
into adjacent lands and waterways. The ratio of methane gas to produced water
varies over the life of the well. The environmental soundness of discharging
produced groundwater pursuant to water discharge permits has come under
increased scrutiny. Moratoriums on the issuance of additional water discharge
permits, or more costly methods of handling these produced waters, may affect
future well development. Compliance with more stringent laws or regulations, or
more vigorous enforcement policies of the regulatory agencies, or difficulties
in negotiating required surface use agreements with land owners, or receiving
other governmental approvals, could delay our Powder River Basin exploration
and production activities and/or require us to make material expenditures for
the installation and operation of systems and equipment for pollution control
and/or remediation, all of which could have a material adverse effect on our
financial condition or results of operations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Part of the regulatory environment in which we operate includes, in some
cases, federal requirements for obtaining environmental assessments,
environmental impact studies and/or plans of development before commencing
exploration and production activities. In addition, our activities are subject
to the regulation by oil and natural gas-producing states and Native American
tribes of conservation practices and protection of correlative rights. These
regulations affect our operations and limit the quantity of oil and natural gas
we may produce and sell. A major risk inherent in our drilling plans is the
need to obtain drilling permits from state, local and Native American tribal
authorities. Delays in obtaining regulatory approvals, drilling permits, the
failure to obtain a drilling permit for a well or the receipt of a permit with
unreasonable conditions or costs could have a material adverse effect on our
ability to explore on or develop our properties. Additionally, the oil and
natural gas regulatory environment could change in ways that might
substantially increase the financial and managerial costs to comply with the
requirements of these laws and regulations and, consequently, adversely affect
our profitability. Furthermore, we may be put at a competitive disadvantage to
larger companies in our industry who can spread these additional costs over a
greater number of wells and larger operating staff.


<P align="center" style="font-size: 10pt"><B>Risks Related to Our Common Stock</B>



<P align="left" style="font-size: 10pt"><B><I>Our stock price may fluctuate significantly.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The market price of our common stock could fluctuate significantly as a
result of:


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>actual or anticipated quarterly variations in our operating results;</TD>
</TR>

</TABLE>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>changes in expectations as to our future financial performance or changes
in financial estimates, if any, of public market analysts;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>announcements relating to our business or the business of our competitors;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>conditions generally affecting the oil and natural gas industry;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the success of our operating strategy; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the operating and stock price performance of other comparable companies.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B><I>Future sales of our common stock may cause our stock price to decline.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sales of substantial amounts of our common stock in the public market, or
the perception that these sales may occur, could cause the market price of our
common stock to decline. In addition, the sale of these shares could impair our
ability to raise capital through the sale of additional common or preferred
stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The institutional investors, officers and directors, certain other
previous investors, and purchasers through a directed share program in
connection with the initial public offering of our common stock, which closed
on December&nbsp;15, 2004, are subject to agreements that limit their ability to
sell our common stock held by them. These holders cannot sell or otherwise
dispose of any shares of our common stock, subject to limited exceptions, for a
period of at least 180&nbsp;days after December&nbsp;9, 2004, which period may be
extended under limited circumstances, without the prior written approval of
Goldman, Sachs &#038; Co., which could, in its sole discretion, elect to permit
resale of shares by existing stockholders, including its affiliates, prior to
the lapse of the 180-day period.

<P align="left" style="font-size: 10pt"><B><I>Provisions in our certificate of incorporation and bylaws and Delaware law make
it more difficult to effect a change in control of the company, which could
adversely affect the price of our common stock.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Delaware corporate law and our restated certificate of incorporation and
bylaws contain provisions that could delay, defer or prevent a change in
control of us or our management. These provisions include:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a classified board of directors;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>giving the board the exclusive right to fill all board vacancies;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>requiring a super-majority vote of the stockholders for the removal of directors;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>permitting removal of directors only for cause and with a super-majority vote of the stockholders;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>requiring special meetings of stockholders to be called only by the board;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>requiring advance notice for stockholder proposals and director nominations;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>prohibiting stockholder action by written consent;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>prohibiting cumulative voting in the election of directors; and</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">14
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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>allowing for authorized but unissued common and preferred shares, including shares used in a
shareholder rights plan.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These provisions also could discourage proxy contests and make it more
difficult for you and other stockholders to elect directors and take other
corporate actions. As a result, these provisions could make it more difficult
for a third party to acquire us, even if doing so would benefit our
stockholders, which may limit the price that investors are willing to pay in
the future for shares of our common stock.


<P align="left" style="font-size: 10pt"><B><I>We have significant stockholders with the ability to influence our actions.</I></B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Warburg Pincus Private Equity VIII, L.P. and entities affiliated with each
of The Goldman Sachs Group, Inc. and J.P. Morgan Partners, LLC (each an
&#147;institutional investor&#148;) beneficially own approximately 49% of our
outstanding common stock as of the date of this prospectus. Accordingly, these stockholders may be able to
control the outcome of stockholder votes, including votes concerning the
election of directors, the adoption or amendment of provisions in our
certificate of incorporation or bylaws and the approval of mergers and other
significant corporate transactions. This concentrated ownership makes it less
likely that any other holder or group of holders of common stock will be able
to affect the way we are managed or the direction of our business. These
factors also may delay or prevent a change in our management or voting control.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Furthermore, conflicts of interest could arise in the future between us,
on the one hand, and the institutional investors, on the other hand, concerning
among other things, potential competitive business activities or business
opportunities. None of the institutional investors is restricted from
competitive oil and natural gas exploration and production activities or
investments, and our certificate of incorporation contains a provision that
permits the institutional investors to participate in transactions relating to
the acquisition, development and exploitation of oil and natural gas reserves
without making such opportunities available to us.

<DIV align="left">
<A name="106"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>TRANSFER AGENT AND REGISTRAR</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The transfer agent and registrar for our common stock is Mellon Investor
Services LLC.

<DIV align="left">
<A name="107"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>USE OF PROCEEDS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sale of shares covered by
this prospectus. The selling stockholders will pay any underwriting discounts,
commissions and expenses for brokerage, or any other expenses they incur in
disposing of the shares. We will bear all other costs, fees and expenses
incurred in effecting the registration of the shares covered by this
prospectus.

<DIV align="left">
<A name="108"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>SELLING STOCKHOLDERS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The 183,760 shares of our common stock covered by this prospectus are
restricted shares, and are being registered for reoffers and resales by our
present and former employees, officers or directors named in the table below,
who acquired the shares pursuant to one of our &#147;employee benefit plans&#148; as that
term is defined in Rule&nbsp;405 of Regulation&nbsp;C under the Securities Act. The
selling stockholders may resell all, a portion, or none of the shares of common
stock from time to time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The address of each stockholder listed below is care of Bill Barrett
Corporation, 1099 18th Street, Suite&nbsp;2300, Denver, CO 80202.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="32%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="24%">&nbsp;</TD>

    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of shares</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>to be beneficially</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>owned if all</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name of Selling</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Position with Bill</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>covered by this</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>shares offered</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Stockholder</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Barrett Corporation</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>beneficially owned(1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>prospectus</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>are hereby sold</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">W. Hollis Bairrington</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Geologist</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">12,963</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,576</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">28,464</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Nezhone Bandmann</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Engineer</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,025</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">429</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10,064</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Fredrick J. Barrett</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">232,397</TD>
    <TD nowrap valign="top">(2)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">7,245</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">311,084</TD>
    <TD nowrap valign="top">(2)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Terry R. Barrett</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Geologist</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">182,512</TD>
    <TD nowrap valign="top">(2)(3)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4,830</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">220,612</TD>
    <TD nowrap valign="top">(2)(3)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">William J. Barrett</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Executive Officer</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,038,219</TD>
    <TD nowrap valign="top">(4)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">26,085</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,225,190</TD>
    <TD nowrap valign="top">(4)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Dominic J. Bazile II</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">161,247</TD>
    <TD nowrap valign="top">(2)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4,830</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">209,347</TD>
    <TD nowrap valign="top">(2)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">15
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="32%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="24%">&nbsp;</TD>


    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of shares</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>to be beneficially</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>owned if all</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Name of Selling</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Position with Bill</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>covered by this</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>shares offered</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Stockholder</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Barrett Corporation</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>beneficially owned(1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>prospectus</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>are hereby sold</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Lynn M. Connelly</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Systems Analyst</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">34,905</TD>
    <TD nowrap valign="top">(5)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,449</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">46,847</TD>
    <TD nowrap valign="top">(5)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Rosemary Diener</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Administrative Assistant</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,658</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">429</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8,280</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Curtis L. Ditzell</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Geologist</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">7,715</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,717</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">21,369</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">James M. Felton</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Public Relations</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">143,963</TD>
    <TD nowrap valign="top">(2)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4,293</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">174,063</TD>
    <TD nowrap valign="top">(2)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Thomas B. Foster</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Controller</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">9,828</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3,864</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">27,380</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Tracy Galloway</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Geologist</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">12,017</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,717</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">30,171</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Lynn Boone Henry</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Engineer</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">14,056</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,717</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">40,967</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Gregory S. Hinds</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Geologist</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">14,290</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3,864</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">28,842</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Robert W. Howard</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">194,320</TD>
    <TD nowrap valign="top">(2)(6)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8,211</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">250,640</TD>
    <TD nowrap valign="top">(2)(6)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Roger L. Jarvis</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">18,368</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4,293</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">55,614</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">J. Frank Keller</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Operating Officer</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">296,995</TD>
    <TD nowrap valign="top">(7)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">13,525</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">395,773</TD>
    <TD nowrap valign="top">(7)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Ed Long</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Geologist</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">12,443</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,146</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">30,838</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Angelia McCrea</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Accountant</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4,274</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,288</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">11,723</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Taber D. McGinley</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Landman</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8,290</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,146</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">22,618</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">William C. Mitchell</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Landman</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">9,188</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,288</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">22,698</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Peter Moreland</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Geologist</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">7,057</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,717</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">22,160</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Ron Morgenstern</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Geologist</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8,114</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,288</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">21,624</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Kenneth R. Parrot</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Geophysicist</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">11,668</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,717</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">23,771</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Kurt M. Reinecke</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Geologist</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">153,690</TD>
    <TD nowrap valign="top">(2)(6)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4,830</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">191,790</TD>
    <TD nowrap valign="top">(2)(6)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Steven L. Reinert</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Geologist</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5,757</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2,576</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">24,392</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">John Sanchez</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Engineer(8)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8,629</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4,115</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">8,629</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Philippe S.E. Schreiber</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">41,953</TD>
    <TD nowrap valign="top">(9)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">6,440</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">79,199</TD>
    <TD nowrap valign="top">(9)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">David Sena</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Financial Analyst(8)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">6,303</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,789</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">6,303</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Janice Tanabe</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Engineering Technician</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4,073</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">858</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">15,522</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Thomas B. Tyree, Jr.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Financial Officer</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">273,272</TD>
    <TD nowrap valign="top">(10)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">55,819</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">418,853</TD>
    <TD nowrap valign="top">(10)</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Kimberly S. Vickery</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Geologist</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">36,226</TD>
    <TD nowrap valign="top">(5)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1,449</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">46,168</TD>
    <TD nowrap valign="top">(5)</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Huntington T. Walker</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">141,463</TD>
    <TD nowrap valign="top">(2)</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3,220</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">177,064</TD>
    <TD nowrap valign="top">(2)</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" align="center" noshade></TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" align="center" noshade></TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="1" align="center" noshade></TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3,109,878</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">183,760</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4,208,059</TD>
    <TD valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="4" align="center" noshade></TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="4" align="center" noshade></TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top"><HR size="4" align="center" noshade></TD>
    <TD valign="top">&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">(1) The number of shares
beneficially owned by the selling stockholders includes restricted
stock, as well as shares of common stock beneficially owned by the
selling stockholders as of December&nbsp;21, 2004.<BR>

(2) 108,032 of these shares are subject to vesting requirements based on the Selling Stockholder&#146;s remaining an employee of the Issuer. 20% of these shares vested on each of January&nbsp;31, 2002, 2003 and
2004 and an additional 20% of the shares vest on each of
January&nbsp;31, 2005 and 2006.<BR>

(3) Includes 1,356 shares
held by trust in the name of Selling Stockholder&#146;s minor
children.<BR>

(4) The Selling Stockholder
is the general partner of a limited liability limited partnership
that is the record owner of 384,676 of these shares.<BR>

(5) 27,008 of these shares are subject to vesting requirements based on the Selling Stockholder&#146;s remaining an employee of the Issuer. 20% of these shares vested on each of January&nbsp;31, 2002, 2003 and
2004 and an additional 20% of the shares vest on each of
January&nbsp;31, 2005 and 2006.<BR>

(6) The Selling Stockholder is both a trustee and beneficiary of a
trust that is the record owner of a portion of these securities.<BR>

(7) 203,416 of these shares are subject to vesting requirements based on the Selling Stockholder&#146;s remaining an employee of the Issuer. 20% of these shares vested on each of January&nbsp;31, 2002, 2003 and
2004 and an additional 20% of the shares vest on each of
January&nbsp;31, 2005 and 2006.<BR>

(8) Former employee.<BR>

(9) Includes securities owned by Selling Stockholder&#146;s
spouse.<BR>

(10) 85,877 of these shares are subject to vesting requirements based on the Selling Stockholder&#146;s remaining an employee of the Issuer. 20% of these shares vested on each of January&nbsp;31, 2002, 2003 and
2004 and an additional 20% of the shares vest on each of January&nbsp;31, 2005 and 2006.

<DIV align="left">
<A name="109"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>PLAN OF DISTRIBUTION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock covered by this prospectus are being registered
by us for the account of the selling stockholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock offered by this prospectus may be sold from
time to time directly by or on behalf of the selling stockholders in one or
more transactions on the NYSE or on any stock exchange on which the common
stock may be listed at the time of sale, in privately negotiated transactions,
or through a combination of these methods. The selling stockholders may sell
shares through one or more agents, brokers or dealers or directly to
purchasers. These brokers or dealers may receive compensation in the form of
commissions, discounts or concessions from the selling stockholders and/or
purchasers of the shares, or both. Compensation as to a particular broker or
dealer may be in excess of customary commissions. The selling stockholders will
act independently of us in making decisions with respect to the timing, manner
and size of each sale or non-sale related transfer. If a selling stockholder is
an employee, officer or director of the Company, he or she will be subject to
the Company&#146;s policies concerning trading and other transactions in the
Company&#146;s securities.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock may be sold in one or more transactions at
fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market prices, at varying prices determined at the
time of sale or at negotiated prices. These sales may be effected in one or
more transactions, which may involve crosses or block transactions, including:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>on the NYSE;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in the over-the-counter market;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in transactions otherwise than on the NYSE or in the over-the-counter
market;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">16
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>through the writing of options (including the issuance by the selling
stockholders of derivative securities), whether the options or these
other derivative securities are listed on an options or other exchange or
otherwise;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>through the settlement of short sales; or</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any combination of the foregoing.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the sale of shares, the selling stockholders may enter
into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the shares in the course of hedging
the positions they assume. The selling stockholders may also sell the shares
short and deliver these shares to close out short positions, or loan or pledge
the shares to broker-dealers or other financial institutions that in turn may
sell these shares. The selling stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions that require
the delivery to the broker-dealer or other financial institution of the shares,
which the broker-dealer or other financial institution may resell pursuant to
this prospectus, or enter into transactions in which a broker-dealer makes
purchases as a principal for resale for its own account or through other types
of transactions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with their sales, a selling stockholder and any
participating broker or dealer may be deemed to be &#147;underwriters&#148; within the
meaning of the Securities Act, and any commissions they receive and the
proceeds of any sale of shares may be deemed to be underwriting discounts or
commissions under the Securities Act. A selling stockholder who is deemed to be
an &#147;underwriter&#148; within the meaning of Section&nbsp;2(11) of the Securities Act will
be subject to the prospectus delivery requirements of the Securities Act. The
selling stockholders and any other person participating in such distribution
will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation&nbsp;M. Regulation
M may limit the timing of purchases and sales of shares of our common stock by
the selling stockholders and any other person. Furthermore, Regulation&nbsp;M may
restrict, for a period of up to five business days prior to the commencement of
the distribution, the ability of any person engaged in a distribution of shares
of our common stock to engage in market-making activities with respect to these
shares. All of the foregoing may affect the marketability of shares of our
common stock and the ability of any person or entity to engage in market-making
activities with respect to shares of our common stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent required, the shares to be sold, the names of the persons
selling the shares, the respective purchase prices and public offering prices,
the names of any agent, dealer or underwriter and any applicable commissions or
discounts with respect to a particular offer will be set forth in an
accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are bearing all of the fees and expenses relating to the registration
of the shares of common stock. Any underwriting discounts, commissions or other
fees payable to broker-dealers or agents in connection with any sale of the
shares will be borne by the selling stockholders. In order to comply with
certain states&#146; securities laws, if applicable, the shares may be sold in such
jurisdictions only through registered or licensed brokers or dealers. In
certain states, the shares may not be sold unless the shares have been
registered or qualified for sale in such state, or unless an exemption from
registration or qualification is available and is obtained and complied with.
Sales of the shares must also be made by the selling stockholders in compliance
with all other applicable state securities laws and regulations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to any shares sold hereunder, selling stockholders may sell
shares of common stock in compliance with Rule&nbsp;144. There is no assurance that
the selling stockholders will sell all or a portion of the stock being offered
hereby.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may agree to indemnify any broker-dealer or agent
that participates in transactions involving sales of the shares against certain
liabilities in connection with the offering of the shares arising under the
Securities Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have notified the selling stockholders of the need to deliver a copy of
this prospectus in connection with any sale of the shares.


<P align="center" style="font-size: 10pt">17
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="110"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>LEGAL MATTERS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Francis B. Barron, Esq., our Senior Vice President &#151; General Counsel will
pass upon the validity of the shares offered in this prospectus. As of the
date of this prospectus, Mr.&nbsp;Barron beneficially owns 24,257 shares of our
common stock and holds options to acquire 42,692 shares of our common stock
under our stock option plans.

<DIV align="left">
<A name="111"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>EXPERTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Bill Barrett Corporation consolidated financial statements as of
December&nbsp;31, 2002 and 2003 and for the period January&nbsp;7, 2002 (inception)
through December&nbsp;31, 2002 and for the year ended December&nbsp;31, 2003 appearing in
our prospectus filed on December&nbsp;13, 2004 pursuant to Rule&nbsp;424(b)(4) under the
Securities Act and incorporated by reference into this prospectus, which is
part of this registration statement, have been audited by Deloitte &#038; Touche
LLP, an independent registered public accounting firm, as stated in their
report appearing in our prospectus filed on December&nbsp;13, 2004 pursuant to Rule
424(b)(4) under the Securities Act (which report expresses an unqualified
opinion and includes an explanatory paragraph relating to the restatement of
stock-based compensation and earnings per share as described in Note 17 to the
consolidated financial statements) and have been so incorporated by reference
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The statements of revenues and direct operating expenses for the year
ended December&nbsp;31, 2001 and the period from January&nbsp;1, 2002 through March&nbsp;28,
2002 of the Wind River Acquisition Properties appearing in our prospectus filed
on December&nbsp;13, 2004 pursuant to Rule&nbsp;424(b)(4) under the Securities Act and
incorporated by reference into this prospectus, which is part of this
registration statement, have been audited by Deloitte &#038; Touche LLP, an
independent registered public accounting firm, as stated in their report
appearing in our prospectus filed on December&nbsp;13, 2004 pursuant to Rule
424(b)(4) under the Securities Act and have been so incorporated by reference
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The statement of revenues and direct operating expenses for the Wind
River, Powder River and Williston Basin Acquisition Properties for the period
from January&nbsp;1, 2002 through December&nbsp;15, 2002 appearing in our prospectus
filed on December&nbsp;13, 2004 pursuant to Rule&nbsp;424(b)(4) under the Securities Act
and incorporated by reference herein and in the registration statement in
reliance upon the report of KPMG LLP, independent registered accounting firm,
appearing elsewhere in our prospectus filed on December&nbsp;13, 2004 pursuant to
Rule&nbsp;424(b)(4) under the Securities Act, and upon the authority of said firm as
experts in accounting and auditing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The statements of revenues and direct operating expenses for the years
ended December&nbsp;31, 2002 and 2003 of the Piceance Basin Acquisition Properties
appearing in our prospectus filed on December&nbsp;13, 2004 pursuant to Rule
424(b)(4) under the Securities Act and incorporated by reference into this
prospectus, which is part of this registration statement, have been audited by
Deloitte &#038; Touche LLP, an independent registered public accounting firm, as
stated in their report appearing in our prospectus filed on December&nbsp;13, 2004
pursuant to Rule&nbsp;424(b)(4) under the Securities Act and have been so included
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information included and incorporated by reference in this prospectus
regarding our estimated quantities of natural gas and oil reserves were
prepared by us. Our reserve estimates were reviewed in part by Ryder Scott
Company, L.P., and Netherland, Sewell &#038; Associates, Inc., independent petroleum
engineers, as stated in their respective review reports with respect thereto.
The review reports of Ryder Scott Company, L.P. and Netherland, Sewell &#038;
Associates, Inc. for our reserves as of December&nbsp;31, 2003 and June&nbsp;30, 2004 are
attached as Appendices B and C, respectively, to our prospectus filed on
December&nbsp;13, 2004 pursuant to Rule&nbsp;424(b)(4) under the Securities Act and have
been so incorporated by reference in reliance upon the authority of said firms
as experts with respect to the matters covered by their reports and the giving
of their reports. Additionally, Ryder Scott Company, L.P. reviewed our reserve
estimates as of September&nbsp;1, 2004 for the Piceance Basin Acquisition
Properties, which review report appears in Appendix&nbsp;B to our prospectus filed
on December&nbsp;13, 2004 pursuant to Rule&nbsp;424(b)(4) under the
Securities Act and is
incorporated by reference herein in reliance upon the authority of said firm as
an expert with respect to the matters covered by its report and the giving of
its report.


<P align="center" style="font-size: 10pt">18
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<HR size="4" noshade color="#000000" style="margin-top: -5px">
<HR size="1" noshade color="#000000" style="margin-top: -10px">








<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>No dealer, salesman or any other person has
been authorized in connection with this
offering to give any information or to make
any representations other than those
contained in this prospectus. The prospectus
does not constitute an offer or a
solicitation in any jurisdiction to any
person to whom it is unlawful to make such
an offer or solicitation. Neither the
delivery of this prospectus nor any sale
made hereunder shall, under any
circumstances, create an implication that
there has been no change in the
circumstances of the Company or the facts
herein set forth since the date hereof</B>


<P align="center" style="font-size: 10pt"><B>TABLE OF CONTENTS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="92%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Page</B><HR size="1" noshade></TD>
</TR>

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<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Where You Can Find More Information
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">
Incorporation of Certain Information by
Reference</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Cautionary
Note Regarding Forward-Looking Statements</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Summary</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Risk Factors</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Transfer Agent and Registrar</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Use of Proceeds</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Selling Stockholders</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Plan of Distribution</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Legal Matters</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Experts</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">18</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Bill Barrett Corporation has filed with the
Securities and Exchange Commission,
Washington, D.C., a Registration Statement
under the Securities Act with respect to the
shares offered hereby. This prospectus omits
certain information contained in the
Registration Statement. The information
omitted may be obtained from the Securities
and Exchange Commission upon payment of the
regular charge therefore.</B>


<P align="center" style="font-size: 10pt">183,760 Shares



<P align="center" style="font-size: 10pt"><B>Bill Barrett Corporation</B>



<P align="center" style="font-size: 10pt">Common Stock



<P align="center" style="font-size: 10pt"><IMG src="d21173d2117301.gif" alt="(BILL BARRETT CORPORATION LOGO)">



<P align="center" style="font-size: 10pt"><B>REOFFER PROSPECTUS</B>



<P align="center" style="font-size: 10pt"><B>December&nbsp;23, 2004</B>



<P>
<HR size="1" noshade color="#000000" style="margin-top: -2px">
<HR size="4" noshade color="#000000" style="margin-top: -10px">






<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">








<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed with the SEC are incorporated by reference
in this Registration Statement:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD>Our prospectus filed on December&nbsp;13, 2004 pursuant to Rule
424(b)(4) under the Securities Act;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our current reports on Form 8-K as filed on December&nbsp;15, and
December&nbsp;20, 2004; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of our common stock contained in our
registration statement on Form 8-A (File No.&nbsp;001-32367) filed with
the SEC pursuant to Section 12(b) of the Exchange Act on December&nbsp;2,
2004, as amended on December&nbsp;20, 2004, and including any other
amendment or report filed for the purpose of updating such
description.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post
effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the shares of common stock covered by this Registration
Statement covered by this Registration Statement has been passed upon the
Company by Francis B. Barron, Senior Vice President &#151; General Counsel of the
Company. As of the date of this Registration Statement, Mr.&nbsp;Barron
beneficially owns 24,257 shares of our common stock and holds options to
acquire 42,692 shares of our common stock under our stock option plans..


<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bylaws provide that we shall, to the fullest extent permitted by the
Delaware General Corporation Law, indemnify our directors, officers, and if
the board of directors so determines, employees and agents in connection with
any threatened, pending or completed legal proceeding against all liability and
loss suffered and expenses reasonably incurred by any such person in connection
with any legal proceeding in which the person is involved by reason of the fact
that the person is or was an director, officer, employee or agent of our
company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are required to advance expenses, as incurred, to our directors and
officers in connection with a legal proceeding to the fullest extent permitted
by Delaware law, and are required to pay within 60&nbsp;days reasonable amounts
related to a settlement or judgment. The general effect of the foregoing
provisions may be to reduce the circumstances under which an officer or
director may be required to bear the economic burden of the foregoing
liabilities and expenses. Directors and officers will be covered by liability
insurance indemnifying them against damages arising out of certain kinds of
claims which might be made against them based on their negligent acts or
omissions while acting in their capacity as such.


<P align="center" style="font-size: 10pt">II-1
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our restated certificate of incorporation also provides that, to the
fullest extent permitted by the Delaware General Corporation Law, no director
shall be personally liable to us or our stockholders for monetary damages
resulting from breaches of their fiduciary duty as directors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law permits a corporation,
under specified circumstances, to indemnify its directors, officers, employees
or agents against expenses (including attorneys&#146; fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by third parties by
reason of the fact that they were or are directors, officers, employees or
agents of the corporation, if such directors, officers, employees or agents
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent
that the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have also entered into indemnification agreements with each of our
current directors and executive officers to give them additional contractual
assurances regarding the scope of the indemnification set forth in our restated
certificate of incorporation and bylaws and to provide additional procedural
protections. These agreements require us, among other things, to indemnify our
directors and officers against certain liabilities that may arise by reason of
their status or service as directors or officers, to advance their expenses
incurred as a result of a proceeding as to which they may be indemnified, and
to cover them under any directors&#146; and officers&#146; liability insurance policy we
choose, in our discretion, to maintain. These indemnification agreements are
intended to provide indemnification rights to the fullest extent permitted
under applicable indemnification rights statutes in the State of Delaware and
will be in addition to any other rights that the indemnitee may have under our
restated certificate of incorporation, bylaws and applicable law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although the above discussion summarizes the material provisions of our
restated certificate of incorporation, bylaws and indemnification agreements
and Section&nbsp;145 of the Delaware General Corporation Law, it is not intended to
be exhaustive and is qualified in its entirety by each of those documents and
that statute.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The securities that are to be reoffered or resold pursuant to this
Registration Statement were issued pursuant to our employee benefit plans in
transactions that were exempt from registration under Rule&nbsp;701 of the
Securities Act.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description of Exhibits</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Certificate of Incorporation of Bill Barrett Corporation (incorporated
by reference to Exhibit&nbsp;No.&nbsp;3.4 to our Current Report on Form&nbsp;8-K filed with the
SEC on December&nbsp;20, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designations of Series&nbsp;A Junior Participating Preferred Stock of
Bill Barrett Corporation (incorporated by reference to Exhibit&nbsp;No.&nbsp;3.2 to
Amendment No.&nbsp;1 to our Registration Statement on Form&nbsp;8-A (File No.&nbsp;001-32367)
filed with the SEC on December&nbsp;20, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of Bill Barrett Corporation (incorporated by reference to Exhibit&nbsp;No.&nbsp;3.5
to our Current Report on Form&nbsp;8-K filed with the SEC on December&nbsp;20, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>


<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">II-2
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description of Exhibits</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen Certificate of Common Stock (incorporated by reference to Exhibit&nbsp;No.
4.1 to Amendment No.&nbsp;1 to our Registration Statement on Form&nbsp;8-A (File No.
001-32367) filed with the SEC on December&nbsp;20, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rights Agreement dated as of December&nbsp;15, 2004 by and between the Company and
Mellon Investor Services LLC (incorporated by reference to Exhibit&nbsp;No.&nbsp;4.4 to
Amendment No.&nbsp;1 to our Registration Statement on Form&nbsp;8-A (File No.&nbsp;001-32367)
filed with the SEC on December&nbsp;20, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bill Barrett Corporation Amended and Restated 2002 Stock Option Plan
(incorporated by reference to Exhibit&nbsp;No.&nbsp;10.12 of Amendment No.&nbsp;2 to our
Registration Statement on Form&nbsp;S-1 (File No.&nbsp;333-114554) filed with the SEC on
August&nbsp;31, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bill Barrett Corporation 2003 Stock Option Plan (incorporated by reference to
Exhibit&nbsp;No.&nbsp;10.15 of Amendment No.&nbsp;2 to our Registration Statement on Form&nbsp;S-1
(File No.&nbsp;333-114554) filed with the SEC on August&nbsp;31, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bill Barrett Corporation 2004 Stock Incentive Plan (incorporated by reference to
Exhibit&nbsp;No.&nbsp;10.21 to Amendment No.&nbsp;4 to our Registration Statement on Form&nbsp;S-1
(File No.&nbsp;333-114554) filed with the SEC on October&nbsp;13, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">5.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Francis B. Barron, Senior Vice President &#151; General Counsel of Bill
Barrett Corporation, regarding the validity of the securities.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">23.3*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ryder Scott Company, L.P., Independent Petroleum Engineers.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">23.4*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Netherland, Sewell &#038; Associates, Inc., Independent Petroleum Engineers.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">23.5*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Netherland, Sewell &#038; Associates, Inc., Independent Petroleum Engineers
concerning Piceance Basin Acquisition Properties.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">23.7*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Francis B. Barron (included in Exhibit&nbsp;5.1 filed herewith).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">24.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney (included on signature page hereto).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P>
<HR size="1" width="10%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="96%">*Filed herewith.</TD>
</TR>

</TABLE>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby undertakes:</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to file, during any period in which offers or sales are
being made, a post effective amendment to this Registration
Statement:</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="9%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to include any prospectus required by Section
10(a)(3) of the Securities Act;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="9%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">II-3
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="9%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no
more than 20&nbsp;percent change in the maximum aggregate offering
price set forth in the &#147;Calculation of Registration Fee&#148; table
in the effective Registration Statement; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="9%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><I>&nbsp;</I></TD>
    <TD width="1%"><I>&nbsp;</I></TD>
    <TD><I>provided however, </I>that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by the registrant
pursuant to Section&nbsp;13 or 15(g) of the Exchange Act that are
incorporated by reference to the Registration Statement; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>that, for the purpose of determining any liability
under the Securities Act, each such post effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial <I>bona
fide </I>offering thereof; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>to remove from registration by means of a post
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant&#146;s annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan&#146;s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial <I>bona fide </I>offering thereof.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">II-4
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>

<DIV align="left">
<A name="112"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Denver, State of Colorado on December&nbsp;23, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD align="left" valign="top" colspan="2"><B>BILL BARRETT CORPORATION</B></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD align="left" valign="top">/s/ William J. Barrett</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="center" size="1" noshade width="100%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">William J. Barrett</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman and Chief Executive Officer</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned directors and officers of Bill Barrett Corporation hereby
constitute and appoint William J. Barrett, J. Frank Keller and Thomas B. Tyree,
Jr., and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution, for him and in his name, place and stead, in any
and all capacities, to sign the Registration Statement filed herewith and any
and all amendments (including post effective amendments) to said Registration
Statement, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done or by virtue hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
listed capacities on December&nbsp;23, 2004:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Name</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ William J. Barrett
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the Board of Directors and Chief</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR align="center" size="1" noshade width="100%">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Officer (Principal Executive Officer)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">William J. Barrett</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Thomas B. Tyree, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Financial Officer</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR align="center" size="1" noshade width="100%">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Principal Financial Officer)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Thomas B. Tyree, Jr.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Robert W. Howard
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice President-Finance and Investor</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR align="center" size="1" noshade width="100%">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Relations, and Treasurer (Principal Accounting Officer)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Robert W. Howard</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Richard Aube
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR align="center" size="1" noshade width="100%"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Richard Aube</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Fredrick J. Barrett
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR align="center" size="1" noshade width="100%"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Fredrick J. Barrett</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">S-1
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Name</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Henry Cornell
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR align="center" size="1" noshade width="100%"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Henry Cornell</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Jeffrey A. Harris
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR align="center" size="1" noshade width="100%"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Jeffrey A. Harris</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Roger L. Jarvis
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR align="center" size="1" noshade width="100%"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Roger L. Jarvis</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ James M. Fitzgibbons
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR align="center" size="1" noshade width="100%"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">James M. Fitzgibbons</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ J. Frank Keller
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR align="center" size="1" noshade width="100%"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">J. Frank Keller</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Philippe S. E. Schreiber
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR align="center" size="1" noshade width="100%"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Philippe S. E. Schreiber</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Randy Stein
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR align="center" size="1" noshade width="100%"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Randy Stein</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">S-2
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="113"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>INDEX TO EXHIBITS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description of Exhibits</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Restated Certificate of Incorporation of Bill Barrett Corporation (incorporated
by reference to Exhibit&nbsp;No.&nbsp;3.4 to our Current Report on Form&nbsp;8-K filed with the
SEC on December&nbsp;20, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Certificate of Designations of Series&nbsp;A Junior Participating Preferred Stock of
Bill Barrett Corporation (incorporated by reference to Exhibit&nbsp;No.&nbsp;3.2 to
Amendment No.&nbsp;1 to our Registration Statement on Form&nbsp;8-A (File No.&nbsp;001-32367)
filed with the SEC on December&nbsp;20, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of Bill Barrett Corporation (incorporated by reference to Exhibit&nbsp;No.&nbsp;3.5
to our Current Report on Form&nbsp;8-K filed with the SEC on December&nbsp;20, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Specimen Certificate of Common Stock (incorporated by reference to Exhibit&nbsp;No.
4.1 to Amendment No.&nbsp;1 to our Registration Statement on Form&nbsp;8-A (File No.
001-32367) filed with the SEC on December&nbsp;20, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Rights Agreement dated as of December&nbsp;15, 2004 by and between the Company and
Mellon Investor Services LLC (incorporated by reference to Exhibit&nbsp;No.&nbsp;4.4 to
Amendment No.&nbsp;1 to our Registration Statement on Form&nbsp;8-A (File No.&nbsp;001-32367)
filed with the SEC on December&nbsp;20, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bill Barrett Corporation Amended and Restated 2002 Stock Option Plan
(incorporated by reference to Exhibit&nbsp;No.&nbsp;10.12 of Amendment No.&nbsp;2 to our
Registration Statement on Form&nbsp;S-1 (File No.&nbsp;333-114554) filed with the SEC on
August&nbsp;31, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bill Barrett Corporation 2003 Stock Option Plan (incorporated by reference to
Exhibit&nbsp;No.&nbsp;10.15 of Amendment No.&nbsp;2 to our Registration Statement on Form&nbsp;S-1
(File No.&nbsp;333-114554) filed with the SEC on August&nbsp;31, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">4.8
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bill Barrett Corporation 2004 Stock Incentive Plan (incorporated by reference to
Exhibit&nbsp;No.&nbsp;10.21 to Amendment No.&nbsp;4 to our Registration Statement on Form&nbsp;S-1
(File No.&nbsp;333-114554) filed with the SEC on October&nbsp;13, 2004).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">5.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Francis B. Barron, Senior Vice President &#151; General Counsel of Bill
Barrett Corporation, regarding the validity of the securities.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">23.3*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ryder Scott Company, L.P., Independent Petroleum Engineers.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">23.4*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Netherland, Sewell &#038; Associates, Inc., Independent Petroleum Engineers.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">23.5*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Netherland, Sewell &#038; Associates, Inc., Independent Petroleum Engineers
concerning Piceance Basin Acquisition Properties.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">23.7*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Francis B. Barron (included in Exhibit&nbsp;5.1 filed herewith).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="right"><DIV style="margin-left:0px; text-indent:-0px">24.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney (included on signature page hereto).</TD>
</TR>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

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sv8
Table of Contents
As filed with the Securities and Exchange Commission on December 23, 2004
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BILL BARRETT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
1311
80-0000545
(State or other jurisdiction
(Primary Standard Industrial
(I.R.S. Employer
of incorporation or organization)
Classification Code Number)
Identification Number)
1099 18
th
Street, Suite 2300
Denver, Colorado 80202
(Address, including zip code, of Registrant's principal executive offices)
Bill Barrett Corporation
Amended and Restated 2002 Stock Option Plan
Bill Barrett Corporation
2003 Stock Option Plan
Bill Barrett Corporation
2004 Stock Incentive Plan
(Full title of the plans)
Francis B. Barron
Senior Vice President — General Counsel
Bill Barrett Corporation
1099 18th Street
Suite 2300
Denver, CO 80202
(303) 293-9100
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copies to
:
Christine B. LaFollette
Mark Zvonkovic
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana St.
44
th
Floor
Houston, TX 77002
(713) 220-5896
Table of Contents
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Securities
Amount to be
Offering Price Per
Aggregate Offering
Amount of
to be Registered
Registered (1)
Share (2)
Price (2)
Registration Fee
Common Stock, par
value $0.001 per
share (including
the associated
preferred stock
purchase rights)(3)
6,585,333
$
31.28
$
205,989,217
$
24,245
(1)
The total number of shares issuable upon the exercise of options, the
vesting of restricted awards and the granting, exercise or vesting of
certain other awards pursuant to the Bill Barrett Corporation Amended and
Restated 2002 Stock Option Plan, the Bill Barrett Corporation 2003 Stock
Option Plan and the Bill Barrett Corporation 2004 Stock Incentive
Plan, and
the total number of shares previously issued upon the exercise of options
under the Amended and Restated 2002 Stock Option Plan and the 2003 Stock
Option Plan. Pursuant to Rule 416(a), this Registration Statement also
covers an indeterminate number of additional shares that may become
issuable pursuant to the antidilution adjustment provisions of the plans.
(2)
Pursuant to Rule 457(c) and (h), and solely for the purpose of
calculating the applicable registration fee, the proposed maximum offering
price per share for the common stock to be registered hereunder has been
calculated based on the average of the high and low sales prices of Bill
Barrett Corporation's common stock on December 16, 2004, as quoted on the
New York Stock Exchange.
(3)
This registration statement also relates to preferred stock purchase
rights to purchase a one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $0.001 per share, of the
registrant, which are attached to all shares issued, pursuant to the terms
of a rights agreement. Until the occurrence of the prescribed events, the
rights are not exercisable, are evidenced by the certificates for the
common stock and will be transferred with and only with such stock.
Because no separate consideration is paid for the rights, the registration
fee for such rights is included in the fee for the common stock.
Table of Contents
EXPLANATORY NOTE
This registration statement on Form S-8 (this "Registration Statement") of
Bill Barrett Corporation is prepared in accordance
with the requirements of
Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"),
to register up to 6,585,333 shares of its common stock, par value
$0.001 per share, which includes the registration for reoffer
and resale of up to 183,760 shares previously issued upon exercise of options granted pursuant to the
Company's Amended and Restated 2002 Stock Option Plan and 2003 Stock Option
Plan. Prior to the filing of this Registration Statement, those
183,760 shares held by
selling stockholders were deemed to be "restricted securities" within the
meaning of Rule 144 promulgated under the Securities Act.
This
Registration Statement also includes a reoffer prospectus, which may be
utilized for reofferings and resales on a continuous or delayed basis
in the future of up to 183,760
restricted shares of common stock acquired by selling stockholders prior to the
date of the reoffer prospectus pursuant to the Amended and Restated 2002 Stock
Option Plan and 2003 Stock Option Plan. The materials that follow Part I of this Registration Statement
up to Part II of this Registration Statement constitute the
reoffer prospectus, prepared in accordance with the requirements of Part I of
Form S-3, in accordance with General Instruction C of Form S-8.
The amount of securities to be offered
or resold under the reoffer prospectus by each stockholder and any other person
with whom he or she is acting in concert for the purpose of selling our
securities, may not exceed, during any three month period, the amount specified
in Rule 144(e).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents
containing the information required by Part I of this
Registration Statement will be sent or given to our employees, officers and
directors, as specified by Rule 428(b)(1) under the Securities Act.
Those documents do not need to be filed with the Securities and Exchange
Commission (the "SEC") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirement of Section 10(a) of the Securities Act (the "Section 10(a)
Prospectus").
Item 2. Registrant Information and Employee Plan Annual Information.
All Information
required by Part I, which is contained in the Section
10(a) Prospectus referenced in Item 1 of this Part I, is omitted from this
Registration Statement in accordance with Rule 428 under the
Securities Act.
I-1
Table of Contents
REOFFER PROSPECTUS
183,760 Shares
Bill Barrett Corporation
Common Stock
This
reoffer prospectus covers up to 183,760 shares of common stock, par value
$0.001 per share, of Bill Barrett Corporation, a Delaware corporation (the
"Company"). Such shares have been acquired by employees, officers and directors
of the Company pursuant to options granted under the Bill Barrett Corporation
Amended and Restated 2002 Stock Option Plan (the "2002 Plan") and the Bill
Barrett Corporation 2003 Stock Option Plan (the "2003 Plan"). Shares acquired
pursuant to the 2002 Plan or 2003 Plan prior to the effective date of a
registration statement covering securities issued under the 2002 Plan or 2003
Plan, respectively, are "restricted securities" pursuant to Rule 144, whether
or not held by affiliates of the Company. In connection with such resales or
reoffers for sale, certain employees, officers and directors of the Company and
the brokers through whom those shares may be sold may be deemed to be
"underwriters" as that term is defined in Section 2(11) of the Securities Act
of 1933, as amended (the "Securities Act").
The Company's securities are currently traded on the New York Stock
Exchange ("NYSE") under the symbol "BBG." On December 22, 2004 the closing
sale price of the common stock was $31.69.
The shares may be offered by the selling stockholders from time to time
through or to brokers in the over-the-counter market or otherwise at prices
acceptable to the selling stockholders. The Company will not receive any of
the proceeds from the sale of the shares pursuant to this prospectus. All
costs incurred in connection with the registration of the shares are being
borne by the Company.
The amount of securities to be offered or resold under this prospectus by
each stockholder and any other person with whom he or she is acting in concert,
for the purpose of selling our securities, may not exceed, during any three
month period, the amount specified in Rule 144(e).
An investment in these securities involves a high degree of risk.
See "Risk Factors" beginning on page 5 to read about
factors you should consider before buying shares of the common stock.
These
securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission nor has the
commission or any state securities commission passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The date of this reoffer
prospectus is December 23, 2004.
TABLE OF CONTENTS
Page
Where You Can Find More Information
2
Incorporation of Certain Information by Reference
2
Cautionary Note Regarding Forward-Looking Statements
3
Summary
4
Risk Factors
5
Transfer Agent and Registrar
15
Use of Proceeds
15
Selling Stockholders
15
Plan of Distribution
16
Legal Matters
18
Experts
18
Opinion/Consent of Francis B. Barron
Consent of Deloitte & Touche LLP
Consent of KPMG LLP
Consent of Ryder Scott Company, L.P.
Consent of Netherland, Sewell & Associates, Inc.
Consent of Netherland, Sewell & Associates, Inc.
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, under those
requirements, it files reports and other information with the Securities and
Exchange Commission ("SEC"). The SEC maintains a website on the Internet that
contains reports, proxy and information statements and other information
regarding registrants, including our company, that file electronically with the
SEC. The SEC's website address is www.sec.gov. In addition, our Exchange Act
filings may be inspected and copied at the public reference facilities of the
SEC located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
DC 20549; and at the SEC's regional offices at Citicorp Center, 500 West
Madison Street, Room 1400, Chicago, IL 60661, and at 233 Broadway, New York, NY
10279. Copies of the material may also be obtained upon request and payment of
the appropriate fee from the Public Reference Section of the SEC located at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549.
This prospectus is a part of a Registration Statement on Form S-8
(together with all amendments and exhibits referred to as the Registration
Statement) filed by the Company with the SEC under the Securities Act. This
prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement for
further information with respect to the Company and the common stock offered.
Any statements contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed with the SEC are
not necessarily complete, and in each instance reference is made to the copy of
such document as filed. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The
following documents, which have been filed with the SEC, together with any
amendments to those documents, are incorporated by
reference into this prospectus:
•
Our prospectus filed on December 13, 2004 pursuant to Rule 424(b)(4) under the Securities Act;
•
Our current reports on Form 8-K as filed on December 15, and December 20, 2004; and
•
The description of our common stock contained in our registration statement on Form 8-A (File
No. 001-32367) filed with the SEC pursuant to Section 12(b) of the Exchange Act on December
2, 2004, as amended on December 20, 2004, and including any other amendment or report filed
for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this prospectus and prior to the termination of this offering shall
be deemed to be incorporated by reference in this prospectus and to be part hereof
from the date of filing of such reports and other documents.
2
Table of Contents
You may request a copy of these filings, at no cost, by writing to Francis
Barron, Senior Vice President — General Counsel and Secretary, Bill Barrett
Corporation, 1099 18th Street, Suite 2300, Denver, CO 80202, or by calling him
at (303) 293-9100.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains and incorporates by reference forward-looking
statements that are subject to a number of risks and uncertainties, many of
which are beyond our control, which may include statements about our:
•
business strategy;
•
identified drilling locations;
•
exploration and development drilling prospects, inventories, projects and programs;
•
natural gas and oil reserves;
•
technology;
•
financial strategy;
•
realized oil and natural gas prices;
•
production;
•
lease operating expenses, general and administrative costs and finding and development costs;
•
future operating results; and
•
plans, objectives, expectations and intentions.
All of these types of statements, other than statements of historical fact
included in this prospectus, are forward-looking statements. In some cases, you
can identify forward-looking statements by terminology such as "may", "will",
"could", "should", "expect", "plan", "project", "intend", "anticipate",
"believe", "estimate", "predict", "potential", "pursue", "target" or
"continue", the negative of such terms or other comparable terminology.
The forward-looking statements contained or incorporated by reference in
this prospectus are largely based on our expectations, which reflect estimates
and assumptions made by our management. These estimates and assumptions reflect
our best judgment based on currently known market conditions and other factors.
Although we believe such estimates and assumptions to be reasonable, they are
inherently uncertain and involve a number of risks and uncertainties that are
beyond our control. In addition, management's assumptions about future events
may prove to be inaccurate. Management cautions all readers that the
forward-looking statements contained or incorporated by reference in this
prospectus are not guarantees of future performance, and we cannot assure any
reader that such statements will be realized or the forward-looking events and
circumstances will occur. Actual results may differ materially from those
anticipated or implied in the forward-looking statements due to the factors
listed in the "Risk Factors" section and elsewhere in this prospectus. All
forward-looking statements speak only as of the date of this prospectus. We do not intend to publicly update or revise any forward-looking
statements as a result of new information, future events or otherwise. These
cautionary statements qualify all forward-looking statements attributable to us
or persons acting on our behalf.
3
Table of Contents
SUMMARY
The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing elsewhere
in, or incorporated by reference into, this prospectus. Consequently, this
summary does not contain all of the information that you should consider before
investing in our common stock. You should carefully read the entire prospectus,
including the "Risk Factors" section, and the documents and information
incorporated by reference into this prospectus.
This reoffer prospectus relates to a maximum of 183,760 shares of our
common stock that may be offered and resold from time to time by the selling
stockholders identified in this prospectus. It is anticipated that the selling
stockholders will offer shares for sale at prevailing market prices on the NYSE
on the date of sale. We will not receive any proceeds from these sales. We are
paying the expenses incurred in registering the shares, but all selling and
other expenses incurred by each of the selling stockholders will be borne by
that stockholder.
Overview
Bill Barrett Corporation is a rapidly growing independent oil and gas
company focused on natural gas exploration and development in the Rocky
Mountain region. We have exploration and development projects in the Piceance,
Wind River, Uinta, Powder River, Williston, Green River, Denver-Julesburg,
Paradox and Big Horn Basins. Our management has an extensive track record with
expertise in the full spectrum of Rocky Mountain plays. Our strategy is to
maximize stockholder value by leveraging our management team's experience in
finding and developing oil and gas in the Rocky Mountain region to profitably
grow our reserves and production, primarily through the drill-bit.
We began operations in March 2002. All eleven of our corporate officers
worked together as executives or advisors for many years with Barrett Resources
Corporation, a publicly-traded Rocky Mountain oil and gas company that was
founded in 1980 and sold in 2001 in a transaction valued at approximately $2.8
billion. Since our inception, we have assembled a property base in nine key
basins. We focus on both conventional and unconventional Rocky Mountain plays,
including basin-centered gas, tight gas sands, structural and stratigraphic oil
and natural gas, coalbed methane, biogenic gas and fractured shale gas plays.
Our development drilling programs in the Piceance, Wind River, Uinta, Powder
River and Williston Basins are generating growth in our production and proved
reserves. As of December 9, 2004, we were active in 22 exploration projects and
held over 820,000 net undeveloped leasehold acres as well as an additional
125,000 net undeveloped acres that are subject to a drill-to-earn agreement.
For 2004, we estimate that our capital expenditures will be approximately
$191 million to participate in drilling 286 gross wells across our exploration
and development projects and to pursue other exploration activities and
infrastructure projects. We spent $144 million to participate in drilling 195
gross wells and other activities and projects during the nine months ended
September 30, 2004. Additionally, for acquisitions of natural gas and oil
properties in 2004, we estimate our capital expenditures will be $157 million,
including $140 million for our acquisition of properties in the Piceance Basin
in September 2004.
From inception through September 30, 2004, we participated in drilling 382
gross wells, of which 369 gross wells, or 97%, have been completed as producing
wells or are in the process of being completed or dewatering. Subsequent to
September 30, 2004, we determined that two development wells in progress at
September 30, 2004 were dry holes.
As of December 31, 2003, our estimated net proved reserves were 204 Bcfe,
of which approximately 89% were natural gas. In September 2004, we produced
89.0 MMcfe/d, net to our interest, of which approximately 90% was natural gas.
Our September 2004 production represents a 71% increase from our production in
September 2003. We operated approximately 92% of our September 2004 production.
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Risk Factors
An investment in the common stock offered in this prospectus involves a
high degree of risk. See "Risk Factors."
Our Corporate Information
Our company was founded in 2002 and is incorporated in Delaware. Our
principal executive offices are located at 1099 18th Street, Suite 2300,
Denver, Colorado 80202, and our telephone number at that address is (303)
293-9100. Our website address is www.billbarrettcorp.com. The information
found on our website is not a part of this prospectus.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should carefully consider the following risks and all of the other information
contained and incorporated by reference in this prospectus before deciding to
invest in our common stock. The risks described below are not the only ones
facing our company. Additional risks not presently known to us or which we
currently consider immaterial also may adversely affect our company.
Risks Related to the Oil and Natural Gas Industry and Our Business
Oil and natural gas prices are volatile and a decline in oil and natural gas
prices can significantly affect our financial results and impede our growth.
Our revenue, profitability and cash flow depend upon the prices and demand
for oil and natural gas. The markets for these commodities are very volatile
and even relatively modest drops in prices can significantly affect our
financial results and impede our growth. Changes in oil and natural gas prices
have a significant impact on the value of our reserves and on our cash flow.
Prices for oil and natural gas may fluctuate widely in response to relatively
minor changes in the supply of and demand for oil and natural gas, market
uncertainty and a variety of additional factors that are beyond our control,
such as:
•
the domestic and foreign supply of oil and natural gas;
•
the price of foreign imports;
•
overall domestic and global economic conditions;
•
political and economic conditions in oil producing countries, including the Middle East
and South America;
•
the ability of members of the Organization of Petroleum Exporting Countries to agree to
and maintain oil price and production controls;
•
the level of consumer product demand;
•
weather conditions;
•
technological advances affecting energy consumption;
•
domestic and foreign governmental regulations;
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•
proximity and capacity of oil and gas pipelines and other transportation facilities; and
•
the price and availability of alternative fuels.
Lower oil and natural gas prices may not only decrease our revenues on a
per unit basis, but also may reduce the amount of oil and natural gas that we
can produce economically. This may result in our having to make substantial
downward adjustments to our estimated proved reserves. If this occurs or if our
estimates of development costs increase, production data factors change or our
exploration results deteriorate, successful efforts accounting rules may
require us to write down, as a non-cash charge to earnings, the carrying value
of our oil and natural gas properties for impairments. We are required to
perform impairment tests on our assets whenever events or changes in
circumstances lead to a reduction of the estimated useful life or estimated
future cash flows that would indicate that the carry amount may not be
recoverable or whenever management's plans change with respect to those assets.
We may incur impairment charges in the future, which could have a material
adverse effect on our results of operations in the period taken.
Our business is difficult to evaluate because we have a limited operating
history.
In considering whether to invest in our common stock, you should consider
that there is only limited historical financial and operating information
available on which to base your evaluation of our performance. We were formed
in January 2002 and, as a result, we have a limited operating history.
We have incurred losses from operations during certain periods since our
inception and may continue to do so in the future.
We incurred net losses of $5.0 million and $4.0 million in the period from
January 7, 2002 (inception) through December 31, 2002 and the year ended
December 31, 2003, respectively, and $2.6 million in the nine months ended
September 30, 2003. Our development of and participation in an increasingly
larger number of prospects has required and will continue to require
substantial capital expenditures. The uncertainty and factors described
throughout this section may impede our ability to economically find, develop,
exploit, and acquire natural gas and oil reserves. As a result, we may not be
able to achieve or sustain profitability or positive cash flows from operating
activities in the future.
Our estimated reserves are based on many assumptions that may turn out to be
inaccurate. Any material inaccuracies in these reserve estimates or underlying
assumptions will materially affect the quantities and present value of our
reserves.
No one can measure underground accumulations of oil and natural gas in an
exact way. Oil and natural gas reserve engineering requires subjective
estimates of underground accumulations of oil and natural gas and assumptions
concerning future oil and natural gas prices, production levels, and operating
and development costs. As a result, estimated quantities of proved reserves and
projections of future production rates and the timing of development
expenditures may be incorrect. We prepare our own estimates of proved reserves,
which are reviewed by independent petroleum engineers. Over time, our internal
engineers may make material changes to reserve estimates taking into account
the results of actual drilling, testing, and production. Also, we make certain
assumptions regarding future oil and natural gas prices, production levels, and
operating and development costs that may prove incorrect. Any significant
variance from these assumptions to actual figures could greatly affect our
estimates of reserves, the economically recoverable quantities of oil and
natural gas attributable to any particular group of properties, the
classifications of reserves based on risk of recovery, and estimates of the
future net cash flows. Some of our reserve estimates are made without the
benefit of a lengthy production history, which are less reliable than estimates
based on a lengthy production history. At year end 2003, we revised our proved
reserves downward from our 2002 reserve report by approximately 41 Bcfe. The
majority of the downward revision was due to reclassifying deep proved
undeveloped reserves and reevaluating the economic potential of behind pipe
reserves in the Wind River Basin as a result of a periodic review of our
reserves and reserve evaluation methodologies and an analysis of the results of
our recompletion program. Numerous changes over time to the assumptions on
which our
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reserve estimates are based, as described above, often result in the actual
quantities of oil and gas we ultimately recover being different from our
reserve estimates.
The present value of future net cash flows from our proved reserves is not
necessarily the same as the current market value of our estimated oil and
natural gas reserves. We base the estimated discounted future net cash flows
from our proved reserves on prices and costs in effect on the day of estimate.
However, actual future net cash flows from our oil and natural gas properties
also will be affected by factors such as:
•
actual prices we receive for oil and natural gas;
•
the amount and timing of actual production;
•
supply of and demand for oil and natural gas; and
•
changes in governmental regulations or taxation.
The timing of both our production and our incurrence of expenses in
connection with the development and production of oil and natural gas
properties will affect the timing of actual future net cash flows from proved
reserves, and thus their actual present value. In addition, the 10% discount
factor we use when calculating discounted future net cash flows may not be the
most appropriate discount factor based on interest rates in effect from time to
time and risks associated with us or the oil and natural gas industry in
general. For example, if natural gas prices decline by $0.10 per Mcf, then the
PV-10 of our proved reserves as of December 31, 2003 would decrease from $521
million to $509 million.
Our independent engineers perform a well-by-well review of all of our
properties and of our estimates of proved reserves, but the review report they
issue to us only addresses the total amount of our estimates for the sum of all
properties covered by our reserve report. These review reports do not state the
degree of their concurrence with the accuracy of our estimate for the proved
reserves attributable to our interest in any specific basin, property or well,
although this information is generated by the independent engineers as a basis
for their review report. In a well-by-well comparison by the independent
engineers, differences of greater or less than 10% exist. For estimates of
proved reserves at June 30, 2004, these comparisons by the independent
engineers arrived at reserve estimates that are greater than 10% above or below
our own estimates for approximately 40% of our conventional wells, which
represents approximately 39% of the total proved reserves covered in the review
reports. In its review of our reserve estimates at September 1, 2004 for the
properties we acquired on that date in the Piceance Basin, Ryder Scott Company
arrived at reserve estimates that are greater than 10% above or below our own
estimates for approximately 63% of the wells, which comprise approximately 54%
of the proved developed producing reserves covered by our report, and for
approximately 25% of the proved developed but not producing properties, which
represent approximately 21% of the reserve estimates covered by the report. In
the case of the properties reviewed by each of the two independent engineers,
our estimates of proved reserves at December 31, 2003, June 30, 2004 and, for
the Piceance Basin properties, at September 1, 2004 in the aggregate were 6.7%,
6.9% and 4.8%, respectively, above those of Ryder Scott Company, L.P. and at
December 31, 2003 and June 30, 2004 in the aggregate were 5.1% and 5.5%,
respectively, above Netherland, Sewell & Associates, Inc.
Unless we replace our oil and natural gas reserves, our reserves and production
will decline, which would adversely affect our business, financial condition
and results of operations.
Producing oil and natural gas reservoirs generally are characterized by
declining production rates that vary depending upon reservoir characteristics
and other factors. Our reserve report at June 30, 2004, shows an estimated
decline rate after 2005 of approximately 13% per year in our total estimated
proved reserves at June 30, 2004. Because total estimated proved reserves
include our proved undeveloped reserves at June 30, 2004, production will
decline at this rate even if those proved undeveloped reserves are developed
and the wells produce as expected. This rate of decline will change if
production from our existing wells declines in a different manner than we have
estimated and can change under other circumstances. Thus, our future oil and
natural gas reserves and production
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and, therefore, our cash flow and income are highly dependent on our success in
efficiently developing and exploiting our current reserves and economically
finding or acquiring additional recoverable reserves. We may not be able to
develop, find or acquire additional reserves to replace our current and future
production at acceptable costs.
Prospects that we decide to drill may not yield natural gas or oil in
commercially viable quantities.
We describe some of our current prospects and our plans to explore those
prospects in this prospectus. A prospect is a property on which we have
identified what our geoscientists believe, based on available seismic and
geological information, to be indications of natural gas or oil. Our prospects
are in various stages of evaluation, ranging from a prospect that is ready to
drill to a prospect that will require substantial additional seismic data
processing and interpretation. However, the use of seismic data and other
technologies and the study of producing fields in the same area will not enable
us to know conclusively prior to drilling and testing whether natural gas or
oil will be present or, if present, whether natural gas or oil will be present
in sufficient quantities to recover drilling or completion costs or to be
economically viable. From inception through September 30, 2004, we participated
in drilling a total of 382 gross wells, of which 13 have been identified as dry
holes. Subsequent to September 30, 2004, we determined that two development
wells in progress at September 30, 2004 were dry holes. If we drill additional
wells that we identify as dry holes in our current and future prospects, our
drilling success rate may decline and materially harm our business. In sum, the
cost of drilling, completing and operating any wells is often uncertain and new
wells may not be productive.
Many of our leases in the Powder River Basin are in areas that have been
partially depleted or drained by offset wells.
The Powder River Basin represents a significant part of our drilling
program and production growth in 2004. Our development operations are conducted
in seven project areas in this basin. Nearly all of our operations are in
coalbed methane plays. Our key project areas are located in both the Big George
and Wyodak fairways, which has been the most active drilling area in the Rocky
Mountain Region. As a result, many of our leases in the Wyodak are in areas
that have already been partially depleted or drained by earlier offset
drilling. This may inhibit our ability to find economically recoverable
quantities of natural gas in these areas.
Our identified drilling location inventories are scheduled out over several
years, making them susceptible to uncertainties that could materially alter the
occurrence or timing of their drilling.
Our management has specifically identified and scheduled drilling
locations as an estimation of our future multi-year drilling activities on our
existing acreage. As of December 31, 2003, we had identified 1,577 gross
drilling locations and, as of September 1, 2004, an additional 625 drilling
locations in the Gibson Gulch field in the Piceance Basin. These identified
drilling locations represent a significant part of our growth strategy. Our
ability to drill and develop these locations depends on a number of
uncertainties, including the availability of capital, seasonal conditions,
regulatory approvals, oil and natural gas prices, costs and drilling results.
Because of these uncertainties, we do not know if the numerous potential
drilling locations we have identified will ever be drilled or if we will be
able to produce natural gas or oil from these or any other potential drilling
locations. As such, our actual drilling activities may materially differ from
those presently identified, which could adversely affect our business.
Our use of 2-D and 3-D seismic data is subject to interpretation and may not
accurately identify the presence of natural gas and oil, which could adversely
affect the results of our drilling operations.
Even when properly used and interpreted, 2-D and 3-D seismic data and
visualization techniques are only tools used to assist geoscientists in
identifying subsurface structures and hydrocarbon indicators and do not enable
the interpreter to know whether hydrocarbons are, in fact, present in those
structures. In addition, the use of 3-D seismic and other advanced technologies
requires greater predrilling expenditures than traditional drilling strategies,
and we could incur losses as a result of such expenditures. As a result, our
drilling activities may not be successful or economical and our overall
drilling success rate or our drilling success rate for activities in a
particular area could decline.
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We often gather 3-D seismic over large areas. Our interpretation of
seismic data delineates for us those portions of an area that we believe are
desirable for drilling. Therefore, we may chose not to acquire option or lease
rights prior to acquiring seismic data and, in many cases, we may identify
hydrocarbon indicators before seeking option or lease rights in the location.
If we are not able to lease those locations on acceptable terms, it would
result in our having made substantial expenditures to acquire and analyze 3-D
data without having an opportunity to attempt to benefit from those
expenditures.
Drilling for and producing oil and natural gas are high risk activities with
many uncertainties that could adversely affect our business, financial
condition or results of operations.
Our drilling activities are subject to many risks, including the risk that
we will not discover commercially productive reservoirs. Drilling for oil and
natural gas can be unprofitable, not only from dry holes, but from productive
wells that do not produce sufficient revenues to return a profit. In addition,
our drilling and producing operations may be curtailed, delayed or canceled as
a result of other factors, including:
•
unusual or unexpected geological formations;
•
pressures;
•
fires;
•
blowouts;
•
loss of drilling fluid circulation;
•
title problems;
•
facility or equipment malfunctions;
•
unexpected operational events;
•
shortages or delivery delays of equipment and services;
•
compliance with environmental and other governmental requirements; and
•
adverse weather conditions.
Additionally, the coal beds in the Powder River Basin from which we
produce methane gas frequently contain water, which may hamper our ability to
produce gas in commercial quantities. The amount of coalbed methane that can be
commercially produced depends upon the coal quality, the original gas content
of the coal seam, the thickness of the seam, the reservoir pressure, the rate
at which gas is released from the coal, and the existence of any natural
fractures through which the gas can flow to the well bore. However, coal beds
frequently contain water that must be removed in order for the gas to detach
from the coal and flow to the well bore. The average life of a coal bed well is
only five to six years. Our ability to remove and dispose of sufficient
quantities of water from the coal seam will determine whether or not we can
produce coalbed methane in commercial quantities.
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Any of these risks can cause substantial losses, including personal injury
or loss of life, damage to or destruction of property, natural resources and
equipment, pollution, environmental contamination or loss of wells and other
regulatory penalties.
We ordinarily maintain insurance against various losses and liabilities
arising from our operations; however, insurance against all operational risks
is not available to us. Additionally, we may elect not to obtain insurance if
we believe that the cost of available insurance is excessive relative to the
perceived risks presented. Thus, losses could occur for uninsurable or
uninsured risks or in amounts in excess of existing insurance coverage. The
occurrence of an event that is not fully covered by insurance could have a
material adverse impact on our business activities, financial condition and
results of operations.
Our development and exploration operations require substantial capital and we
may be unable to obtain needed capital or financing on satisfactory terms,
which could lead to a loss of properties and a decline in our natural gas and
oil reserves.
The oil and natural gas industry is capital intensive. We make and expect
to continue to make substantial capital expenditures in our business and
operations for the exploration for and development, production and acquisition
of oil and natural gas reserves. To date, we have financed capital expenditures
primarily with sales of our equity securities, proceeds from bank borrowings
and cash generated by operations. We intend to finance our capital expenditures
with cash flow from operations and our existing financing arrangements. Our
cash flow from operations and access to capital are subject to a number of
variables, including:
•
our proved reserves;
•
the level of oil and natural gas we are able to produce from existing wells;
•
the prices at which oil and natural gas are sold; and
•
our ability to acquire, locate and produce new reserves.
If our revenues or the borrowing base under our revolving credit facility
decreases as a result of lower oil and natural gas prices, operating
difficulties, declines in reserves or for any other reason, we may have limited
ability to obtain the capital necessary to sustain our operations at current
levels. We may, from time to time, need to seek additional financing. Our
revolving credit facility and the bridge loan we obtained to finance our
acquisition of the Piceance Basin properties in September 2004 restrict our
ability to obtain new financing. There can be no assurance as to the
availability or terms of any additional financing.
Even if additional capital is needed, we may not be able to obtain debt or
equity financing on terms favorable to us, or at all. If cash generated by
operations or available under our revolving credit facility is not sufficient
to meet our capital requirements, the failure to obtain additional financing
could result in a curtailment of our operations relating to exploration and
development of our prospects, which in turn could lead to a possible loss of
properties and a decline in our natural gas and oil reserves.
Our credit facility and other debt financing have substantial restrictions and
financial covenants and we may have difficulty obtaining additional credit,
which could adversely affect our operations.
We will depend on our revolving credit facility for future capital needs.
The revolving credit facility and the bridge loan we obtained to finance our
acquisition of the Piceance Basin properties in September 2004 restrict our
ability to obtain additional financing, make investments, lease equipment, sell
assets and engage in business combinations. We also are required to comply with
certain financial covenants and ratios. Our ability to comply with these
restrictions and covenants in the future is uncertain and will be affected by
the levels of cash flow from our operations and events or circumstances beyond
our control. Our failure to comply with any of the restrictions and
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covenants under the revolving credit facility or other debt financing could
result in a default under those facilities, which could cause all of our
existing indebtedness to be immediately due and payable.
The revolving credit facility limits the amounts we can borrow to a
borrowing base amount, determined by the lenders in their sole discretion,
based upon projected revenues from the oil and natural gas properties securing
our loan. The lenders can unilaterally adjust the borrowing base and the
borrowings permitted to be outstanding under the revolving credit facility. Any
increase in the borrowing base requires the consent of the lenders holding 75%
of the commitments. If the required lenders do not agree on an increase, then
the borrowing base will be the lowest borrowing base acceptable to the required
number of lenders. Outstanding borrowings in excess of the borrowing base must
be repaid immediately, or we must pledge other oil and natural gas properties
as additional collateral. We do not currently have any substantial unpledged
properties, and we may not have the financial resources in the future to make
any mandatory principal prepayments required under the revolving credit
facility.
Substantially all of our producing properties are located in the Rocky
Mountains, making us vulnerable to risks associated with operating in one major
geographic area.
Our operations are focused on the Rocky Mountain region, which means our
producing properties are geographically concentrated in that area. In
particular, a substantial portion of our proved oil and natural gas reserves
are located in the Wind River Basin. At December 31, 2003, approximately 49% of
our proved reserves and approximately 67% of our production were located in the
Wind River Basin. As a result, we may be disproportionately exposed to the
impact of delays or interruptions of production from these wells caused by
significant governmental regulation, transportation capacity constraints,
curtailment of production or interruption of transportation of natural gas
produced from the wells in this basin.
Seasonal weather conditions and lease stipulations adversely affect our ability
to conduct drilling activities in some of the areas where we operate.
Oil and natural gas operations in the Rocky Mountains are adversely
affected by seasonal weather conditions and lease stipulations designed to
protect various wildlife. In certain areas, including parts of the Wind River
and Uinta Basins, drilling and other oil and natural gas activities can only be
conducted during the spring and summer months. This limits our ability to
operate in those areas and can intensify competition during those months for
drilling rigs, oil field equipment, services, supplies and qualified personnel,
which may lead to periodic shortages. These constraints and the resulting
shortages or high costs could delay our operations and materially increase our
operating and capital costs.
Properties that we buy may not produce as projected and we may be unable to
determine reserve potential, identify liabilities associated with the
properties or obtain protection from sellers against them.
One of our growth strategies is to capitalize on opportunistic
acquisitions of oil and natural gas reserves. However, our reviews of acquired
properties are inherently incomplete because it generally is not feasible to
review in depth every individual property involved in each acquisition.
Ordinarily, we will focus our review efforts on the higher value properties and
will sample the remainder. However, even a detailed review of records and
properties may not necessarily reveal existing or potential problems, nor will
it permit a buyer to become sufficiently familiar with the properties to assess
fully their deficiencies and potential. Inspections may not always be performed
on every well, and environmental problems, such as ground water contamination,
are not necessarily observable even when an inspection is undertaken. Even when
problems are identified, we often assume certain environmental and other risks
and liabilities in connection with acquired properties.
We have limited control over activities on properties we do not operate, which
could reduce our production and revenues.
Substantially all of our business activities are conducted through joint
operating agreements under which we own partial interests in oil and natural
gas properties. If we do not operate the properties in which we own an
interest, we do not have control over normal operating procedures, expenditures
or future development of underlying properties. The failure of an operator of
our wells to adequately perform operations, or an operator's breach of the
applicable agreements, could reduce our production and revenues. The success
and timing of our drilling and development activities on properties operated by
others therefore depends upon a number of factors outside of our
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control, including the operator's timing and amount of capital expenditures,
expertise and financial resources, inclusion of other participants in drilling
wells, and use of technology. Because we do not have a majority interest in
most wells we do not operate, we may not be in a position to remove the
operator in the event of poor performance.
Market conditions or operational impediments may hinder our access to oil and
natural gas markets or delay our production.
Market conditions or the unavailability of satisfactory oil and natural
gas transportation arrangements may hinder our access to oil and natural gas
markets or delay our production. The availability of a ready market for our oil
and natural gas production depends on a number of factors, including the demand
for and supply of oil and natural gas and the proximity of reserves to
pipelines and terminal facilities. Our ability to market our production depends
in substantial part on the availability and capacity of gathering systems,
pipelines and processing facilities owned and operated by third parties. Our
failure to obtain such services on acceptable terms could materially harm our
business. We may be required to shut in wells for a lack of a market or because
of inadequacy or unavailability of natural gas pipeline, gathering system
capacity or processing facilities. If that were to occur, then we would be
unable to realize revenue from those wells until production arrangements were
made to deliver the production to market.
Our hedging activities could result in financial losses or could reduce our
income.
To achieve a more predictable cash flow, to reduce our exposure to adverse
fluctuations in the prices of oil and natural gas and to comply with credit
agreement requirements, we currently, and may in the future, enter into hedging
arrangements for a portion of our oil and natural gas production. Hedging
arrangements for a portion of our oil and natural gas production expose us to
the risk of financial loss in some circumstances, including when:
•
production is less than expected;
•
the counter-party to the hedging contract defaults on its contract obligations; or
•
there is a change in the expected differential between the underlying price in
the hedging agreement and actual prices received.
In addition, these types of hedging arrangements limit the benefit we
would receive from increases in the prices for oil and natural gas and may
expose us to cash margin requirements.
The inability of one or more of our customers to meet their obligations may
adversely affect our financial results.
Substantially all of our accounts receivable result from oil and natural
gas sales or joint interest billings to third parties in the energy industry.
This concentration of customers and joint interest owners may impact our
overall credit risk in that these entities may be similarly affected by changes
in economic and other conditions. In addition, our oil and natural gas hedging
arrangements expose us to credit risk in the event of nonperformance by
counterparties.
We depend on a limited number of key personnel who would be difficult to
replace.
We depend on the performance of our executive officers and other key
employees, especially William J. Barrett, our Chairman and Chief Executive
Officer. The loss of any member of our senior management or other key employees
could negatively impact our ability to execute our strategy. We do not maintain
key person life insurance policies on any of our employees.
Competition in the oil and natural gas industry is intense, which may adversely
affect our ability to succeed.
The oil and natural gas industry is intensely competitive, and we compete
with other companies that have greater resources. Many of these companies not
only explore for and produce oil and natural gas, but also carry on refining
operations and market petroleum and other products on a regional, national or
worldwide basis. These companies may be able to pay more for productive oil and
natural gas properties and exploratory prospects or
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define, evaluate, bid for and purchase a greater number of properties and
prospects than our financial or human resources permit. In addition, these
companies may have a greater ability to continue exploration activities during
periods of low oil and natural gas market prices. Our larger competitors may be
able to absorb the burden of present and future federal, state, local and other
laws and regulations more easily than we can, which would adversely affect our
competitive position. Our ability to acquire additional properties and to
discover reserves in the future will be dependent upon our ability to evaluate
and select suitable properties and to consummate transactions in a highly
competitive environment. In addition, because we have fewer financial and human
resources than many companies in our industry, we may be at a disadvantage in
bidding for exploratory prospects and producing oil and natural gas properties.
We are subject to complex federal, state, local and other laws and regulations
that could adversely affect the cost, manner or feasibility of doing business.
Our exploration, development, production and marketing operations are
regulated extensively at the federal, state and local levels. In addition, a
portion of our leases in the Uinta basin are, and some of our future leases may
be, regulated by Native American tribes. Environmental and other governmental
laws and regulations have increased the costs to plan, design, drill, install,
operate and abandon oil and natural gas wells. Under these laws and
regulations, we could also be liable for personal injuries, property damage and
other damages. Failure to comply with these laws and regulations may result in
the suspension or termination of our operations and subject us to
administrative, civil and criminal penalties. Moreover, public interest in
environmental protection has increased in recent years, and environmental
organizations have opposed, with some success, certain drilling projects.
Our Powder River Basin coalbed methane exploration and production
activities result in the discharge of large volumes of produced groundwater
into adjacent lands and waterways. The ratio of methane gas to produced water
varies over the life of the well. The environmental soundness of discharging
produced groundwater pursuant to water discharge permits has come under
increased scrutiny. Moratoriums on the issuance of additional water discharge
permits, or more costly methods of handling these produced waters, may affect
future well development. Compliance with more stringent laws or regulations, or
more vigorous enforcement policies of the regulatory agencies, or difficulties
in negotiating required surface use agreements with land owners, or receiving
other governmental approvals, could delay our Powder River Basin exploration
and production activities and/or require us to make material expenditures for
the installation and operation of systems and equipment for pollution control
and/or remediation, all of which could have a material adverse effect on our
financial condition or results of operations.
Part of the regulatory environment in which we operate includes, in some
cases, federal requirements for obtaining environmental assessments,
environmental impact studies and/or plans of development before commencing
exploration and production activities. In addition, our activities are subject
to the regulation by oil and natural gas-producing states and Native American
tribes of conservation practices and protection of correlative rights. These
regulations affect our operations and limit the quantity of oil and natural gas
we may produce and sell. A major risk inherent in our drilling plans is the
need to obtain drilling permits from state, local and Native American tribal
authorities. Delays in obtaining regulatory approvals, drilling permits, the
failure to obtain a drilling permit for a well or the receipt of a permit with
unreasonable conditions or costs could have a material adverse effect on our
ability to explore on or develop our properties. Additionally, the oil and
natural gas regulatory environment could change in ways that might
substantially increase the financial and managerial costs to comply with the
requirements of these laws and regulations and, consequently, adversely affect
our profitability. Furthermore, we may be put at a competitive disadvantage to
larger companies in our industry who can spread these additional costs over a
greater number of wells and larger operating staff.
Risks Related to Our Common Stock
Our stock price may fluctuate significantly.
The market price of our common stock could fluctuate significantly as a
result of:
•
actual or anticipated quarterly variations in our operating results;
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•
changes in expectations as to our future financial performance or changes
in financial estimates, if any, of public market analysts;
•
announcements relating to our business or the business of our competitors;
•
conditions generally affecting the oil and natural gas industry;
•
the success of our operating strategy; and
•
the operating and stock price performance of other comparable companies.
Future sales of our common stock may cause our stock price to decline.
Sales of substantial amounts of our common stock in the public market, or
the perception that these sales may occur, could cause the market price of our
common stock to decline. In addition, the sale of these shares could impair our
ability to raise capital through the sale of additional common or preferred
stock.
The institutional investors, officers and directors, certain other
previous investors, and purchasers through a directed share program in
connection with the initial public offering of our common stock, which closed
on December 15, 2004, are subject to agreements that limit their ability to
sell our common stock held by them. These holders cannot sell or otherwise
dispose of any shares of our common stock, subject to limited exceptions, for a
period of at least 180 days after December 9, 2004, which period may be
extended under limited circumstances, without the prior written approval of
Goldman, Sachs & Co., which could, in its sole discretion, elect to permit
resale of shares by existing stockholders, including its affiliates, prior to
the lapse of the 180-day period.
Provisions in our certificate of incorporation and bylaws and Delaware law make
it more difficult to effect a change in control of the company, which could
adversely affect the price of our common stock.
Delaware corporate law and our restated certificate of incorporation and
bylaws contain provisions that could delay, defer or prevent a change in
control of us or our management. These provisions include:
•
a classified board of directors;
•
giving the board the exclusive right to fill all board vacancies;
•
requiring a super-majority vote of the stockholders for the removal of directors;
•
permitting removal of directors only for cause and with a super-majority vote of the stockholders;
•
requiring special meetings of stockholders to be called only by the board;
•
requiring advance notice for stockholder proposals and director nominations;
•
prohibiting stockholder action by written consent;
•
prohibiting cumulative voting in the election of directors; and
14
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•
allowing for authorized but unissued common and preferred shares, including shares used in a
shareholder rights plan.
These provisions also could discourage proxy contests and make it more
difficult for you and other stockholders to elect directors and take other
corporate actions. As a result, these provisions could make it more difficult
for a third party to acquire us, even if doing so would benefit our
stockholders, which may limit the price that investors are willing to pay in
the future for shares of our common stock.
We have significant stockholders with the ability to influence our actions.
Warburg Pincus Private Equity VIII, L.P. and entities affiliated with each
of The Goldman Sachs Group, Inc. and J.P. Morgan Partners, LLC (each an
"institutional investor") beneficially own approximately 49% of our
outstanding common stock as of the date of this prospectus. Accordingly, these stockholders may be able to
control the outcome of stockholder votes, including votes concerning the
election of directors, the adoption or amendment of provisions in our
certificate of incorporation or bylaws and the approval of mergers and other
significant corporate transactions. This concentrated ownership makes it less
likely that any other holder or group of holders of common stock will be able
to affect the way we are managed or the direction of our business. These
factors also may delay or prevent a change in our management or voting control.
Furthermore, conflicts of interest could arise in the future between us,
on the one hand, and the institutional investors, on the other hand, concerning
among other things, potential competitive business activities or business
opportunities. None of the institutional investors is restricted from
competitive oil and natural gas exploration and production activities or
investments, and our certificate of incorporation contains a provision that
permits the institutional investors to participate in transactions relating to
the acquisition, development and exploitation of oil and natural gas reserves
without making such opportunities available to us.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is Mellon Investor
Services LLC.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares covered by
this prospectus. The selling stockholders will pay any underwriting discounts,
commissions and expenses for brokerage, or any other expenses they incur in
disposing of the shares. We will bear all other costs, fees and expenses
incurred in effecting the registration of the shares covered by this
prospectus.
SELLING STOCKHOLDERS
The 183,760 shares of our common stock covered by this prospectus are
restricted shares, and are being registered for reoffers and resales by our
present and former employees, officers or directors named in the table below,
who acquired the shares pursuant to one of our "employee benefit plans" as that
term is defined in Rule 405 of Regulation C under the Securities Act. The
selling stockholders may resell all, a portion, or none of the shares of common
stock from time to time.
The address of each stockholder listed below is care of Bill Barrett
Corporation, 1099 18th Street, Suite 2300, Denver, CO 80202.
Number of shares
to be beneficially
Number of shares
owned if all
Name of Selling
Position with Bill
Number of shares
covered by this
shares offered
Stockholder
Barrett Corporation
beneficially owned(1)
prospectus
are hereby sold
W. Hollis Bairrington
Geologist
12,963
2,576
28,464
Nezhone Bandmann
Engineer
1,025
429
10,064
Fredrick J. Barrett
President
232,397
(2)
7,245
311,084
(2)
Terry R. Barrett
Geologist
182,512
(2)(3)
4,830
220,612
(2)(3)
William J. Barrett
Chief Executive Officer
1,038,219
(4)
26,085
1,225,190
(4)
Dominic J. Bazile II
Senior Vice President
161,247
(2)
4,830
209,347
(2)
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Table of Contents
Number of shares
to be beneficially
Number of shares
owned if all
Name of Selling
Position with Bill
Number of shares
covered by this
shares offered
Stockholder
Barrett Corporation
beneficially owned(1)
prospectus
are hereby sold
Lynn M. Connelly
Systems Analyst
34,905
(5)
1,449
46,847
(5)
Rosemary Diener
Administrative Assistant
2,658
429
8,280
Curtis L. Ditzell
Geologist
7,715
1,717
21,369
James M. Felton
Public Relations
143,963
(2)
4,293
174,063
(2)
Thomas B. Foster
Controller
9,828
3,864
27,380
Tracy Galloway
Geologist
12,017
1,717
30,171
Lynn Boone Henry
Engineer
14,056
1,717
40,967
Gregory S. Hinds
Geologist
14,290
3,864
28,842
Robert W. Howard
Executive Vice President
194,320
(2)(6)
8,211
250,640
(2)(6)
Roger L. Jarvis
Director
18,368
4,293
55,614
J. Frank Keller
Chief Operating Officer
296,995
(7)
13,525
395,773
(7)
Ed Long
Geologist
12,443
2,146
30,838
Angelia McCrea
Accountant
4,274
1,288
11,723
Taber D. McGinley
Landman
8,290
2,146
22,618
William C. Mitchell
Landman
9,188
1,288
22,698
Peter Moreland
Geologist
7,057
1,717
22,160
Ron Morgenstern
Geologist
8,114
1,288
21,624
Kenneth R. Parrot
Geophysicist
11,668
1,717
23,771
Kurt M. Reinecke
Geologist
153,690
(2)(6)
4,830
191,790
(2)(6)
Steven L. Reinert
Geologist
5,757
2,576
24,392
John Sanchez
Engineer(8)
8,629
4,115
8,629
Philippe S.E. Schreiber
Director
41,953
(9)
6,440
79,199
(9)
David Sena
Financial Analyst(8)
6,303
1,789
6,303
Janice Tanabe
Engineering Technician
4,073
858
15,522
Thomas B. Tyree, Jr.
Chief Financial Officer
273,272
(10)
55,819
418,853
(10)
Kimberly S. Vickery
Geologist
36,226
(5)
1,449
46,168
(5)
Huntington T. Walker
Vice President
141,463
(2)
3,220
177,064
(2)
3,109,878
183,760
4,208,059
(1) The number of shares
beneficially owned by the selling stockholders includes restricted
stock, as well as shares of common stock beneficially owned by the
selling stockholders as of December 21, 2004.
(2) 108,032 of these shares are subject to vesting requirements based on the Selling Stockholder's remaining an employee of the Issuer. 20% of these shares vested on each of January 31, 2002, 2003 and
2004 and an additional 20% of the shares vest on each of
January 31, 2005 and 2006.
(3) Includes 1,356 shares
held by trust in the name of Selling Stockholder's minor
children.
(4) The Selling Stockholder
is the general partner of a limited liability limited partnership
that is the record owner of 384,676 of these shares.
(5) 27,008 of these shares are subject to vesting requirements based on the Selling Stockholder's remaining an employee of the Issuer. 20% of these shares vested on each of January 31, 2002, 2003 and
2004 and an additional 20% of the shares vest on each of
January 31, 2005 and 2006.
(6) The Selling Stockholder is both a trustee and beneficiary of a
trust that is the record owner of a portion of these securities.
(7) 203,416 of these shares are subject to vesting requirements based on the Selling Stockholder's remaining an employee of the Issuer. 20% of these shares vested on each of January 31, 2002, 2003 and
2004 and an additional 20% of the shares vest on each of
January 31, 2005 and 2006.
(8) Former employee.
(9) Includes securities owned by Selling Stockholder's
spouse.
(10) 85,877 of these shares are subject to vesting requirements based on the Selling Stockholder's remaining an employee of the Issuer. 20% of these shares vested on each of January 31, 2002, 2003 and
2004 and an additional 20% of the shares vest on each of January 31, 2005 and 2006.
PLAN OF DISTRIBUTION
The shares of common stock covered by this prospectus are being registered
by us for the account of the selling stockholders.
The shares of common stock offered by this prospectus may be sold from
time to time directly by or on behalf of the selling stockholders in one or
more transactions on the NYSE or on any stock exchange on which the common
stock may be listed at the time of sale, in privately negotiated transactions,
or through a combination of these methods. The selling stockholders may sell
shares through one or more agents, brokers or dealers or directly to
purchasers. These brokers or dealers may receive compensation in the form of
commissions, discounts or concessions from the selling stockholders and/or
purchasers of the shares, or both. Compensation as to a particular broker or
dealer may be in excess of customary commissions. The selling stockholders will
act independently of us in making decisions with respect to the timing, manner
and size of each sale or non-sale related transfer. If a selling stockholder is
an employee, officer or director of the Company, he or she will be subject to
the Company's policies concerning trading and other transactions in the
Company's securities.
The shares of common stock may be sold in one or more transactions at
fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market prices, at varying prices determined at the
time of sale or at negotiated prices. These sales may be effected in one or
more transactions, which may involve crosses or block transactions, including:
•
on the NYSE;
•
in the over-the-counter market;
•
in transactions otherwise than on the NYSE or in the over-the-counter
market;
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•
through the writing of options (including the issuance by the selling
stockholders of derivative securities), whether the options or these
other derivative securities are listed on an options or other exchange or
otherwise;
•
through the settlement of short sales; or
•
any combination of the foregoing.
In connection with the sale of shares, the selling stockholders may enter
into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the shares in the course of hedging
the positions they assume. The selling stockholders may also sell the shares
short and deliver these shares to close out short positions, or loan or pledge
the shares to broker-dealers or other financial institutions that in turn may
sell these shares. The selling stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions that require
the delivery to the broker-dealer or other financial institution of the shares,
which the broker-dealer or other financial institution may resell pursuant to
this prospectus, or enter into transactions in which a broker-dealer makes
purchases as a principal for resale for its own account or through other types
of transactions.
In connection with their sales, a selling stockholder and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act, and any commissions they receive and the
proceeds of any sale of shares may be deemed to be underwriting discounts or
commissions under the Securities Act. A selling stockholder who is deemed to be
an "underwriter" within the meaning of Section 2(11) of the Securities Act will
be subject to the prospectus delivery requirements of the Securities Act. The
selling stockholders and any other person participating in such distribution
will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M. Regulation
M may limit the timing of purchases and sales of shares of our common stock by
the selling stockholders and any other person. Furthermore, Regulation M may
restrict, for a period of up to five business days prior to the commencement of
the distribution, the ability of any person engaged in a distribution of shares
of our common stock to engage in market-making activities with respect to these
shares. All of the foregoing may affect the marketability of shares of our
common stock and the ability of any person or entity to engage in market-making
activities with respect to shares of our common stock.
To the extent required, the shares to be sold, the names of the persons
selling the shares, the respective purchase prices and public offering prices,
the names of any agent, dealer or underwriter and any applicable commissions or
discounts with respect to a particular offer will be set forth in an
accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part.
We are bearing all of the fees and expenses relating to the registration
of the shares of common stock. Any underwriting discounts, commissions or other
fees payable to broker-dealers or agents in connection with any sale of the
shares will be borne by the selling stockholders. In order to comply with
certain states' securities laws, if applicable, the shares may be sold in such
jurisdictions only through registered or licensed brokers or dealers. In
certain states, the shares may not be sold unless the shares have been
registered or qualified for sale in such state, or unless an exemption from
registration or qualification is available and is obtained and complied with.
Sales of the shares must also be made by the selling stockholders in compliance
with all other applicable state securities laws and regulations.
In addition to any shares sold hereunder, selling stockholders may sell
shares of common stock in compliance with Rule 144. There is no assurance that
the selling stockholders will sell all or a portion of the stock being offered
hereby.
The selling stockholders may agree to indemnify any broker-dealer or agent
that participates in transactions involving sales of the shares against certain
liabilities in connection with the offering of the shares arising under the
Securities Act.
We have notified the selling stockholders of the need to deliver a copy of
this prospectus in connection with any sale of the shares.
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LEGAL MATTERS
Francis B. Barron, Esq., our Senior Vice President — General Counsel will
pass upon the validity of the shares offered in this prospectus. As of the
date of this prospectus, Mr. Barron beneficially owns 24,257 shares of our
common stock and holds options to acquire 42,692 shares of our common stock
under our stock option plans.
EXPERTS
The Bill Barrett Corporation consolidated financial statements as of
December 31, 2002 and 2003 and for the period January 7, 2002 (inception)
through December 31, 2002 and for the year ended December 31, 2003 appearing in
our prospectus filed on December 13, 2004 pursuant to Rule 424(b)(4) under the
Securities Act and incorporated by reference into this prospectus, which is
part of this registration statement, have been audited by Deloitte & Touche
LLP, an independent registered public accounting firm, as stated in their
report appearing in our prospectus filed on December 13, 2004 pursuant to Rule
424(b)(4) under the Securities Act (which report expresses an unqualified
opinion and includes an explanatory paragraph relating to the restatement of
stock-based compensation and earnings per share as described in Note 17 to the
consolidated financial statements) and have been so incorporated by reference
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The statements of revenues and direct operating expenses for the year
ended December 31, 2001 and the period from January 1, 2002 through March 28,
2002 of the Wind River Acquisition Properties appearing in our prospectus filed
on December 13, 2004 pursuant to Rule 424(b)(4) under the Securities Act and
incorporated by reference into this prospectus, which is part of this
registration statement, have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their report
appearing in our prospectus filed on December 13, 2004 pursuant to Rule
424(b)(4) under the Securities Act and have been so incorporated by reference
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The statement of revenues and direct operating expenses for the Wind
River, Powder River and Williston Basin Acquisition Properties for the period
from January 1, 2002 through December 15, 2002 appearing in our prospectus
filed on December 13, 2004 pursuant to Rule 424(b)(4) under the Securities Act
and incorporated by reference herein and in the registration statement in
reliance upon the report of KPMG LLP, independent registered accounting firm,
appearing elsewhere in our prospectus filed on December 13, 2004 pursuant to
Rule 424(b)(4) under the Securities Act, and upon the authority of said firm as
experts in accounting and auditing.
The statements of revenues and direct operating expenses for the years
ended December 31, 2002 and 2003 of the Piceance Basin Acquisition Properties
appearing in our prospectus filed on December 13, 2004 pursuant to Rule
424(b)(4) under the Securities Act and incorporated by reference into this
prospectus, which is part of this registration statement, have been audited by
Deloitte & Touche LLP, an independent registered public accounting firm, as
stated in their report appearing in our prospectus filed on December 13, 2004
pursuant to Rule 424(b)(4) under the Securities Act and have been so included
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
Information included and incorporated by reference in this prospectus
regarding our estimated quantities of natural gas and oil reserves were
prepared by us. Our reserve estimates were reviewed in part by Ryder Scott
Company, L.P., and Netherland, Sewell & Associates, Inc., independent petroleum
engineers, as stated in their respective review reports with respect thereto.
The review reports of Ryder Scott Company, L.P. and Netherland, Sewell &
Associates, Inc. for our reserves as of December 31, 2003 and June 30, 2004 are
attached as Appendices B and C, respectively, to our prospectus filed on
December 13, 2004 pursuant to Rule 424(b)(4) under the Securities Act and have
been so incorporated by reference in reliance upon the authority of said firms
as experts with respect to the matters covered by their reports and the giving
of their reports. Additionally, Ryder Scott Company, L.P. reviewed our reserve
estimates as of September 1, 2004 for the Piceance Basin Acquisition
Properties, which review report appears in Appendix B to our prospectus filed
on December 13, 2004 pursuant to Rule 424(b)(4) under the
Securities Act and is
incorporated by reference herein in reliance upon the authority of said firm as
an expert with respect to the matters covered by its report and the giving of
its report.
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No dealer, salesman or any other person has
been authorized in connection with this
offering to give any information or to make
any representations other than those
contained in this prospectus. The prospectus
does not constitute an offer or a
solicitation in any jurisdiction to any
person to whom it is unlawful to make such
an offer or solicitation. Neither the
delivery of this prospectus nor any sale
made hereunder shall, under any
circumstances, create an implication that
there has been no change in the
circumstances of the Company or the facts
herein set forth since the date hereof
TABLE OF CONTENTS
Page
Where You Can Find More Information
2
Incorporation of Certain Information by
Reference
2
Cautionary
Note Regarding Forward-Looking Statements
3
Summary
4
Risk Factors
5
Transfer Agent and Registrar
15
Use of Proceeds
15
Selling Stockholders
15
Plan of Distribution
16
Legal Matters
18
Experts
18
Bill Barrett Corporation has filed with the
Securities and Exchange Commission,
Washington, D.C., a Registration Statement
under the Securities Act with respect to the
shares offered hereby. This prospectus omits
certain information contained in the
Registration Statement. The information
omitted may be obtained from the Securities
and Exchange Commission upon payment of the
regular charge therefore.
183,760 Shares
Bill Barrett Corporation
Common Stock
REOFFER PROSPECTUS
December 23, 2004
Table of Contents
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the SEC are incorporated by reference
in this Registration Statement:
(1)
Our prospectus filed on December 13, 2004 pursuant to Rule
424(b)(4) under the Securities Act;
(2)
Our current reports on Form 8-K as filed on December 15, and
December 20, 2004; and
(3)
The description of our common stock contained in our
registration statement on Form 8-A (File No. 001-32367) filed with
the SEC pursuant to Section 12(b) of the Exchange Act on December 2,
2004, as amended on December 20, 2004, and including any other
amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post
effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of common stock covered by this Registration
Statement covered by this Registration Statement has been passed upon the
Company by Francis B. Barron, Senior Vice President — General Counsel of the
Company. As of the date of this Registration Statement, Mr. Barron
beneficially owns 24,257 shares of our common stock and holds options to
acquire 42,692 shares of our common stock under our stock option plans..
Item 6. Indemnification of Directors and Officers.
Our bylaws provide that we shall, to the fullest extent permitted by the
Delaware General Corporation Law, indemnify our directors, officers, and if
the board of directors so determines, employees and agents in connection with
any threatened, pending or completed legal proceeding against all liability and
loss suffered and expenses reasonably incurred by any such person in connection
with any legal proceeding in which the person is involved by reason of the fact
that the person is or was an director, officer, employee or agent of our
company.
We are required to advance expenses, as incurred, to our directors and
officers in connection with a legal proceeding to the fullest extent permitted
by Delaware law, and are required to pay within 60 days reasonable amounts
related to a settlement or judgment. The general effect of the foregoing
provisions may be to reduce the circumstances under which an officer or
director may be required to bear the economic burden of the foregoing
liabilities and expenses. Directors and officers will be covered by liability
insurance indemnifying them against damages arising out of certain kinds of
claims which might be made against them based on their negligent acts or
omissions while acting in their capacity as such.
II-1
Table of Contents
Our restated certificate of incorporation also provides that, to the
fullest extent permitted by the Delaware General Corporation Law, no director
shall be personally liable to us or our stockholders for monetary damages
resulting from breaches of their fiduciary duty as directors.
Section 145 of the Delaware General Corporation Law permits a corporation,
under specified circumstances, to indemnify its directors, officers, employees
or agents against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by third parties by
reason of the fact that they were or are directors, officers, employees or
agents of the corporation, if such directors, officers, employees or agents
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent
that the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
We have also entered into indemnification agreements with each of our
current directors and executive officers to give them additional contractual
assurances regarding the scope of the indemnification set forth in our restated
certificate of incorporation and bylaws and to provide additional procedural
protections. These agreements require us, among other things, to indemnify our
directors and officers against certain liabilities that may arise by reason of
their status or service as directors or officers, to advance their expenses
incurred as a result of a proceeding as to which they may be indemnified, and
to cover them under any directors' and officers' liability insurance policy we
choose, in our discretion, to maintain. These indemnification agreements are
intended to provide indemnification rights to the fullest extent permitted
under applicable indemnification rights statutes in the State of Delaware and
will be in addition to any other rights that the indemnitee may have under our
restated certificate of incorporation, bylaws and applicable law.
Although the above discussion summarizes the material provisions of our
restated certificate of incorporation, bylaws and indemnification agreements
and Section 145 of the Delaware General Corporation Law, it is not intended to
be exhaustive and is qualified in its entirety by each of those documents and
that statute.
Item 7. Exemption from Registration Claimed.
The securities that are to be reoffered or resold pursuant to this
Registration Statement were issued pursuant to our employee benefit plans in
transactions that were exempt from registration under Rule 701 of the
Securities Act.
Item 8. Exhibits.
Exhibit
Number
Description of Exhibits
4.1
Restated Certificate of Incorporation of Bill Barrett Corporation (incorporated
by reference to Exhibit No. 3.4 to our Current Report on Form 8-K filed with the
SEC on December 20, 2004).
4.2
Certificate of Designations of Series A Junior Participating Preferred Stock of
Bill Barrett Corporation (incorporated by reference to Exhibit No. 3.2 to
Amendment No. 1 to our Registration Statement on Form 8-A (File No. 001-32367)
filed with the SEC on December 20, 2004).
4.3
Bylaws of Bill Barrett Corporation (incorporated by reference to Exhibit No. 3.5
to our Current Report on Form 8-K filed with the SEC on December 20, 2004).
II-2
Table of Contents
Exhibit
Number
Description of Exhibits
4.4
Specimen Certificate of Common Stock (incorporated by reference to Exhibit No.
4.1 to Amendment No. 1 to our Registration Statement on Form 8-A (File No.
001-32367) filed with the SEC on December 20, 2004).
4.5
Rights Agreement dated as of December 15, 2004 by and between the Company and
Mellon Investor Services LLC (incorporated by reference to Exhibit No. 4.4 to
Amendment No. 1 to our Registration Statement on Form 8-A (File No. 001-32367)
filed with the SEC on December 20, 2004).
4.6
Bill Barrett Corporation Amended and Restated 2002 Stock Option Plan
(incorporated by reference to Exhibit No. 10.12 of Amendment No. 2 to our
Registration Statement on Form S-1 (File No. 333-114554) filed with the SEC on
August 31, 2004).
4.7
Bill Barrett Corporation 2003 Stock Option Plan (incorporated by reference to
Exhibit No. 10.15 of Amendment No. 2 to our Registration Statement on Form S-1
(File No. 333-114554) filed with the SEC on August 31, 2004).
4.8
Bill Barrett Corporation 2004 Stock Incentive Plan (incorporated by reference to
Exhibit No. 10.21 to Amendment No. 4 to our Registration Statement on Form S-1
(File No. 333-114554) filed with the SEC on October 13, 2004).
5.1*
Opinion of Francis B. Barron, Senior Vice President — General Counsel of Bill
Barrett Corporation, regarding the validity of the securities.
23.1*
Consent of Deloitte & Touche LLP.
23.2*
Consent of KPMG LLP.
23.3*
Consent of Ryder Scott Company, L.P., Independent Petroleum Engineers.
23.4*
Consent of Netherland, Sewell & Associates, Inc., Independent Petroleum Engineers.
23.5*
Consent of Netherland, Sewell & Associates, Inc., Independent Petroleum Engineers
concerning Piceance Basin Acquisition Properties.
23.7*
Consent of Francis B. Barron (included in Exhibit 5.1 filed herewith).
24.1*
Powers of Attorney (included on signature page hereto).
*Filed herewith.
Item 9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
to file, during any period in which offers or sales are
being made, a post effective amendment to this Registration
Statement:
(i)
to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated
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maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement; and
(iii)
to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or 15(g) of the Exchange Act that are
incorporated by reference to the Registration Statement; and
(2)
that, for the purpose of determining any liability
under the Securities Act, each such post effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona
fide
offering thereof; and
(3)
to remove from registration by means of a post
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial
bona fide
offering thereof.
(c)
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Denver, State of Colorado on December 23, 2004.
BILL BARRETT CORPORATION
By:
/s/ William J. Barrett
William J. Barrett
Chairman and Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and officers of Bill Barrett Corporation hereby
constitute and appoint William J. Barrett, J. Frank Keller and Thomas B. Tyree,
Jr., and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution, for him and in his name, place and stead, in any
and all capacities, to sign the Registration Statement filed herewith and any
and all amendments (including post effective amendments) to said Registration
Statement, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
listed capacities on December 23, 2004:
Name
Title
/s/ William J. Barrett
Chairman of the Board of Directors and Chief
Executive Officer (Principal Executive Officer)
William J. Barrett
/s/ Thomas B. Tyree, Jr.
Chief Financial Officer
(Principal Financial Officer)
Thomas B. Tyree, Jr.
/s/ Robert W. Howard
Executive Vice President-Finance and Investor
Relations, and Treasurer (Principal Accounting Officer)
Robert W. Howard
/s/ Richard Aube
Director
Richard Aube
/s/ Fredrick J. Barrett
Director
Fredrick J. Barrett
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Name
Title
/s/ Henry Cornell
Director
Henry Cornell
/s/ Jeffrey A. Harris
Director
Jeffrey A. Harris
/s/ Roger L. Jarvis
Director
Roger L. Jarvis
/s/ James M. Fitzgibbons
Director
James M. Fitzgibbons
/s/ J. Frank Keller
Director
J. Frank Keller
/s/ Philippe S. E. Schreiber
Director
Philippe S. E. Schreiber
/s/ Randy Stein
Director
Randy Stein
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INDEX TO EXHIBITS
Exhibit
Number
Description of Exhibits
4.1
Restated Certificate of Incorporation of Bill Barrett Corporation (incorporated
by reference to Exhibit No. 3.4 to our Current Report on Form 8-K filed with the
SEC on December 20, 2004).
4.2
Certificate of Designations of Series A Junior Participating Preferred Stock of
Bill Barrett Corporation (incorporated by reference to Exhibit No. 3.2 to
Amendment No. 1 to our Registration Statement on Form 8-A (File No. 001-32367)
filed with the SEC on December 20, 2004).
4.3
Bylaws of Bill Barrett Corporation (incorporated by reference to Exhibit No. 3.5
to our Current Report on Form 8-K filed with the SEC on December 20, 2004).
4.4
Specimen Certificate of Common Stock (incorporated by reference to Exhibit No.
4.1 to Amendment No. 1 to our Registration Statement on Form 8-A (File No.
001-32367) filed with the SEC on December 20, 2004).
4.5
Rights Agreement dated as of December 15, 2004 by and between the Company and
Mellon Investor Services LLC (incorporated by reference to Exhibit No. 4.4 to
Amendment No. 1 to our Registration Statement on Form 8-A (File No. 001-32367)
filed with the SEC on December 20, 2004).
4.6
Bill Barrett Corporation Amended and Restated 2002 Stock Option Plan
(incorporated by reference to Exhibit No. 10.12 of Amendment No. 2 to our
Registration Statement on Form S-1 (File No. 333-114554) filed with the SEC on
August 31, 2004).
4.7
Bill Barrett Corporation 2003 Stock Option Plan (incorporated by reference to
Exhibit No. 10.15 of Amendment No. 2 to our Registration Statement on Form S-1
(File No. 333-114554) filed with the SEC on August 31, 2004).
4.8
Bill Barrett Corporation 2004 Stock Incentive Plan (incorporated by reference to
Exhibit No. 10.21 to Amendment No. 4 to our Registration Statement on Form S-1
(File No. 333-114554) filed with the SEC on October 13, 2004).
5.1*
Opinion of Francis B. Barron, Senior Vice President — General Counsel of Bill
Barrett Corporation, regarding the validity of the securities.
23.1*
Consent of Deloitte & Touche LLP.
23.2*
Consent of KPMG LLP.
23.3*
Consent of Ryder Scott Company, L.P., Independent Petroleum Engineers.
23.4*
Consent of Netherland, Sewell & Associates, Inc., Independent Petroleum Engineers.
23.5*
Consent of Netherland, Sewell & Associates, Inc., Independent Petroleum Engineers
concerning Piceance Basin Acquisition Properties.
23.7*
Consent of Francis B. Barron (included in Exhibit 5.1 filed herewith).
24.1*
Powers of Attorney (included on signature page hereto).
*Filed herewith.