<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          KEY PRODUCTION COMPANY, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                             84-1089744
    ------------------------        ------------------------------------
    (State of incorporation)        (I.R.S. Employer Identification No.)

  One Norwest Center, 20th Floor, 1700 Lincoln St., Denver, CO   80203-4520
  -------------------------------------------------------------------------
               (Address of Principal Executive Offices)          (Zip Code)

                          KEY PRODUCTION COMPANY, INC.
                             1992 STOCK OPTION PLAN
                  STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                  --------------------------------------------
                           (Full title of the Plans)

                                             -With a copy to-
F.H. Merelli, President
Key Production Company, Inc.                 Thomas A. Richardson, Esq.
1700 Lincoln St., 20th Floor                 Holme Roberts & Owen LLC
Denver, Colorado  80203-4520                 1700 Lincoln, #4100
(303) 837-0779                               Denver, Colorado  80203
- ----------------------------                                    
(Name, address and telephone
number of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
Title of            Amount        Proposed Maximum  Proposed Maxi-  Amount of
Securities to be    to be         Offering Price    mum Aggregate   Registration
Registered          Registered    Per Share         Offering Price  Fee
- ------------------  ------------  ----------------  --------------  ------------
<S>                 <C>           <C>               <C>             <C>
Common Stock,       1,180,000/1/     $4.26/2/         $5,028,740      $1,734.05
  $.25 Par Value

</TABLE>
/1/Consisting of 1,000,000 shares that may be issued under the 1992 Stock Option
Plan and 180,000 shares that may be issued under the Stock Option Plan for Non-
Employee Directors.

/2/Determined by aggregating the average exercise price for 590,000 shares
covered by existing options ($3.15 per share) and the average of the high and
low sale prices as reported on the Nasdaq Stock Market on August 10, 1995
($5.375) for the remaining 590,000 shares.
<PAGE>
 
                              Part II of Form S-8
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3    DOCUMENTS INCORPORATED BY REFERENCE
          -----------------------------------

          The following documents filed with the Securities and
          Exchange Commission are incorporated by reference into this
          Registration Statement:


          (a) The Registrant's Annual Report on Form 10-K for its fiscal
              year ended December 31, 1994.

          (b) The Company's Quarterly Reports on Form 10-Q for its fiscal
              quarters ended March 31 and June 30, 1995.

          (c) All documents subsequently filed by the Registrant pursuant
              to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
              Act of 1934, prior to the filing of a post-effective amendment
              which indicates that all securities offered have been sold or
              which deregisters 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.

          (d) The description of the Company's Common Stock contained in
              the Company's Form 8-A Registration Statement, dated September 2,
              1988.


Item 4    DESCRIPTION OF SECURITIES
          -------------------------

          Because the class of securities offered under the Plans is
          registered under Section 12 of the Exchange Act (see Item 3(d) above),
          this item is not applicable.


Item 5    INTEREST OF NAMED EXPERTS AND COUNSEL
          -------------------------------------

          None.


Item 6    INDEMNIFICATION OF DIRECTORS AND OFFICERS
          -----------------------------------------

          In accordance with the General Corporation Law of the State of
          Delaware, the Company has included a provision in its Certificate to
          limit the personal liability of its directors for violations of their
          fiduciary duties.  The provision eliminates 
<PAGE>
 
          such directors' personal liability to the Company or its 
          stockholders for monetary damages, except:

          (1) for any breach of the directors' duty of loyalty to the
              Company or its stockholders;

          (2) for acts or omissions not in good faith or which involve
              intentional misconduct or a knowing violation of law;

          (3) for unlawful payments of dividends or unlawful stock
              purchases or redemptions; or

          (4) for any transaction from which any director derived an
              improper personal benefit.

          This provision protects the Company's directors against personal
          liability for monetary damages arising from breaches of their duty of
          care.  Directors remain liable for breaches of their duty of loyalty
          to the Company and its stockholders and for the specific matters set
          forth above, as well as for violations of the federal securities laws.
          The provision has no effect on the availability of equitable remedies
          such as injunction or recision.  Additionally, these provisions do not
          protect a director from activities undertaken in any capacity other
          than that of director.

          All actions taken and all interpretations and determinations made
          in good faith by the Committee appointed by the Company's Board of
          Directors to administer the 1992 Stock Option Plan and Stock Option
          Plan for Non-Employee Directors shall be final and binding upon all
          Participants, the Company and all other interested persons.  No member
          of the Committee shall be personally liable for any action,
          determination or interpretation made in good faith with respect to the
          Plan, and all members of the Committee shall, in addition to their
          rights as directors, be fully protected by the Company with respect to
          any such action, determination or interpretation.

          Section 145 of the Delaware General Corporation Law, inter alia,
                                                               ----- ---- 
          authorizes a corporation to indemnify any person who was or is a party
          or is threatened to be made a party to any suit or proceeding (other
          than an action by or in the right of the corporation) because such
          person is or was a director, officer, employee or agent of the
          corporation or was serving at the request of the corporation as a
          director, officer, employee or agent of another corporation or other
          enterprise, against expenses (including attorney's fees), judgments,
          fines and amounts paid in settlement actually and reasonably incurred
          by him in connection with such suit or proceeding if he acted in good
          faith and in a manner he reasonably believed to be in or not opposed
          to the best interests of the corporation.  Similar indemnity is
          authorized for such persons against expenses (including attorneys'
          fees) actually 
<PAGE>
 
          and reasonably incurred in defense or settlement of any pending, 
          completed or threatened action or suit by or in the right of a 
          corporation, if such person acted in good faith and in a manner he
          reasonably believed to be in or not opposed to the best interests of
          the corporation, and provided further that (unless a court of
          competent jurisdiction otherwise provides) such person shall not have
          been adjudged liable to the corporation.  Any such indemnification may
          be made only as authorized in each specific case upon a determination
          by the shareholders or disinterested directors that indemnification is
          proper because the indemnitee has met the applicable standard of
          conduct.

          Section 145 further authorizes a corporation to purchase and
          maintain insurance on behalf of any person who is or was a director,
          officer, employee or agent of the corporation, or is or was serving at
          the request of the corporation as a director, officer, employee or
          agent of another corporation or enterprise, against any liability
          asserted against him and incurred by him in any such capacity, or
          arising out of his status as such, whether or not the corporation
          would otherwise have the power to indemnify him.

Item 7    EXEMPTION FROM REGISTRATION CLAIMED
          -----------------------------------

          Not applicable.

Item 8    EXHIBITS
          --------
 
          Exhibits not incorporated by reference to a prior filing are
          designated by an asterisk (*) and are included or filed herewith; all
          exhibits not so designated are incorporated by reference to a prior
          SEC filing as indicated.

Exhibit  Description
- -------  -----------

   3.1    Certificate of Incorporation of the Registrant (incorporated by
          reference to Exhibit 3.1 to the Registrant's Registration Statement on
          Form S-4, Registration No. 33-23533 filed with the SEC on August 5,
          1988).

   3.2    Amendment to Certificate of Incorporation of the Registrant
          (incorporated by reference to Exhibit 3.2 to the Registrant's
          Registration Statement on Form S-4, Registration No. 33-23533 filed
          with the SEC on August 5, 1988).

   3.4    Bylaws of the Registrant, amended and restated as of June 8, 1995
          (incorporated by reference to Exhibit 3.4 to the Registrant's Form 10-
          Q for the fiscal quarter ended June 30, 1995, File No. 0-17162).
<PAGE>
 
   4.1    Form of Common Stock Certificate (incorporated by reference to Exhibit
          4.12 to the Registrant's Amendment No. 1 to Registration Statement on
          Form S-4, Registration No. 33-23533 filed with the SEC on August 15,
          1988).

*  5.1    Opinion of Holme Roberts & Owen LLC as to the legality of the
          securities being registered, including consent.

  10.7    Key Production Company, Inc. 1992 Stock Option Plan, (incorporated by
          reference to Exhibit 10.7 to the Registrant's Form 10-K for the 
          fiscal year ended December 31, 1992, File No. 0-17162).

  10.8    Key Production Company, Inc. Stock Option Plan for Non-Employee 
          Directors, (incorporated by reference to Exhibit 10.8 to the 
          Registrant's Form 10-K for the fiscal year ended December 31, 1992, 
          File No. 0-17162).

* 23.1    Consent of Holme Roberts & Owen LLC (included in Exhibit 5.1).

* 23.2    Consent of Arthur Andersen LLP.

* 24.1    Powers of Attorney are on the signature pages of the
          Registration Statement.
 
Item 9    UNDERTAKINGS
          ------------

   (a)    Rule 415 Undertakings
          ---------------------

          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 of 1933;

              (ii)  to reflect in the prospectus any fact 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;

              (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;
<PAGE>
 
                    provided, however, that paragraphs (1)(i) and (1)(ii) do 
                    --------  -------
                    not apply if the information required to be included in a 
                    post-effective amendment by those paragraphs is contained 
                    in periodic reports filed by the Registrant pursuant to 
                    Section 13 or Section 15(d) of the Securities Exchange Act 
                    of 1934 that are incorporated by reference in the 
                    Registration Statement.

          (2) That, for the purpose of determining any liability under the
              Securities Act of 1933, 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.

          (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)   Filings Incorporating Subsequent Exchange Act Documents by Reference
          --------------------------------------------------------------------

          The undersigned Registrant hereby undertakes that, for purposes of
          determining liability under the Securities Act of 1933, each filing of
          the Registrant's annual report pursuant to Section 13(a) or Section
          15(d) of the Securities Exchange Act of 1934 that is incorporated by
          reference in this Registration Statement shall be deemed to be a new
          registration statement relating to the securities offered herein, and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

    (h)   Request for Acceleration of Effective Date or Filing Registration
          -----------------------------------------------------------------
          Statement on Form S-8
          ---------------------

          Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the foregoing
          provisions discussed in Item 6, or otherwise, the Registrant has been
          advised that in the opinion of the Securities and Exchange Commission
          such indemnification is against public policy as expressed in such 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 such act and will be
          governed by the final adjudication of such issue.
<PAGE>
 
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Key
Production Company, Inc. 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 Denver, Colorado on the 25th day of August, 1995.

                                    KEY PRODUCTION COMPANY, INC.


                                    By:  /s/ F.H. MERELLI
                                         ----------------
                                         F.H. Merelli,
                                         Chairman of the Board,
                                         President and Chief Executive Officer

                               POWER OF ATTORNEY
                               -----------------

         Each person whose signature appears below does hereby make, constitute
and appoint F.H. Merelli and Monroe W. Robertson, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution to execute, deliver and file with the Securities and Exchange
Commission, for and on his or her behalf, and in any and all capacities, any and
all amendments (including post-effective amendments) to this Registration
Statement with all exhibits thereto and other documents in connection therewith,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated.

Signatures                   Title                    Date
- ----------                   -----                    ----


/s/ F.H. MERELLI             President, Director,     August 25, 1995
- ----------------                                                     
F.H. Merelli                 Chairman of the Board &
                             Chief Executive Officer


/s/ MONROE W. ROBERTSON      Senior Vice President    August 25, 1995
- -----------------------                                              
Monroe W. Robertson          and Secretary (Principal
                             Financial Officer)
<PAGE>
 
Signatures                   Title                    Date
- ----------                   -----                    ----

/s/ CATHY L. ANDERSON        Controller (Principal    August 25, 1995
- ---------------------                                                
Cathy L. Anderson            Accounting Officer)


/s/ CORTLANDT S. DIETLER     Director                 August 25, 1995
- ------------------------                                             
Cortlandt S. Dietler


/s/ TIMOTHY J. MOYLAN        Director                 August 25, 1995
- ---------------------                                                
Timothy J. Moylan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19697}]
{"company-data": {"conformed-name": "KEY PRODUCTION CO INC", "cik": "0000837290", "assigned-sic": "1311", "irs-number": "841089744", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62355", "film-number": "95570154"}, "business-address": {"street1": "1700 LINCOLN ST", "street2": "STE 2050 ONE NORWEST CTR", "city": "DENVER", "state": "CO", "zip": "80203", "phone": "3038370779"}, "mail-address": {"street1": "1700 LINCOLN STREET", "street2": "SUITE 2000 ONE NORWEST CENTER", "city": "DENVER", "state": "CO", "zip": "80203"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          KEY PRODUCTION COMPANY, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                             84-1089744
    ------------------------        ------------------------------------
    (State of incorporation)        (I.R.S. Employer Identification No.)

  One Norwest Center, 20th Floor, 1700 Lincoln St., Denver, CO   80203-4520
  -------------------------------------------------------------------------
               (Address of Principal Executive Offices)          (Zip Code)

                          KEY PRODUCTION COMPANY, INC.
                             1992 STOCK OPTION PLAN
                  STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                  --------------------------------------------
                           (Full title of the Plans)

                                             -With a copy to-
F.H. Merelli, President
Key Production Company, Inc.                 Thomas A. Richardson, Esq.
1700 Lincoln St., 20th Floor                 Holme Roberts & Owen LLC
Denver, Colorado  80203-4520                 1700 Lincoln, #4100
(303) 837-0779                               Denver, Colorado  80203
- ----------------------------                                    
(Name, address and telephone
number of agent for service)

                        CALCULATION OF REGISTRATION FEE
Title of            Amount        Proposed Maximum  Proposed Maxi-  Amount of
Securities to be    to be         Offering Price    mum Aggregate   Registration
Registered          Registered    Per Share         Offering Price  Fee
- ------------------  ------------  ----------------  --------------  ------------
Common Stock,       1,180,000/1/     $4.26/2/         $5,028,740      $1,734.05
  $.25 Par Value
/1/Consisting of 1,000,000 shares that may be issued under the 1992 Stock Option
Plan and 180,000 shares that may be issued under the Stock Option Plan for Non-
Employee Directors.

/2/Determined by aggregating the average exercise price for 590,000 shares
covered by existing options ($3.15 per share) and the average of the high and
low sale prices as reported on the Nasdaq Stock Market on August 10, 1995
($5.375) for the remaining 590,000 shares.
Part II of Form S-8
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3    DOCUMENTS INCORPORATED BY REFERENCE
          -----------------------------------

          The following documents filed with the Securities and
          Exchange Commission are incorporated by reference into this
          Registration Statement:

          (a) The Registrant's Annual Report on Form 10-K for its fiscal
              year ended December 31, 1994.

          (b) The Company's Quarterly Reports on Form 10-Q for its fiscal
              quarters ended March 31 and June 30, 1995.

          (c) All documents subsequently filed by the Registrant pursuant
              to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
              Act of 1934, prior to the filing of a post-effective amendment
              which indicates that all securities offered have been sold or
              which deregisters 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.

          (d) The description of the Company's Common Stock contained in
              the Company's Form 8-A Registration Statement, dated September 2,
              1988.

Item 4    DESCRIPTION OF SECURITIES
          -------------------------

          Because the class of securities offered under the Plans is
          registered under Section 12 of the Exchange Act (see Item 3(d) above),
          this item is not applicable.

Item 5    INTEREST OF NAMED EXPERTS AND COUNSEL
          -------------------------------------

          None.

Item 6    INDEMNIFICATION OF DIRECTORS AND OFFICERS
          -----------------------------------------

          In accordance with the General Corporation Law of the State of
          Delaware, the Company has included a provision in its Certificate to
          limit the personal liability of its directors for violations of their
          fiduciary duties.  The provision eliminates
such directors' personal liability to the Company or its 
          stockholders for monetary damages, except:

          (1) for any breach of the directors' duty of loyalty to the
              Company or its stockholders;

          (2) for acts or omissions not in good faith or which involve
              intentional misconduct or a knowing violation of law;

          (3) for unlawful payments of dividends or unlawful stock
              purchases or redemptions; or

          (4) for any transaction from which any director derived an
              improper personal benefit.

          This provision protects the Company's directors against personal
          liability for monetary damages arising from breaches of their duty of
          care.  Directors remain liable for breaches of their duty of loyalty
          to the Company and its stockholders and for the specific matters set
          forth above, as well as for violations of the federal securities laws.
          The provision has no effect on the availability of equitable remedies
          such as injunction or recision.  Additionally, these provisions do not
          protect a director from activities undertaken in any capacity other
          than that of director.

          All actions taken and all interpretations and determinations made
          in good faith by the Committee appointed by the Company's Board of
          Directors to administer the 1992 Stock Option Plan and Stock Option
          Plan for Non-Employee Directors shall be final and binding upon all
          Participants, the Company and all other interested persons.  No member
          of the Committee shall be personally liable for any action,
          determination or interpretation made in good faith with respect to the
          Plan, and all members of the Committee shall, in addition to their
          rights as directors, be fully protected by the Company with respect to
          any such action, determination or interpretation.

          Section 145 of the Delaware General Corporation Law, inter alia,
                                                               ----- ---- 
          authorizes a corporation to indemnify any person who was or is a party
          or is threatened to be made a party to any suit or proceeding (other
          than an action by or in the right of the corporation) because such
          person is or was a director, officer, employee or agent of the
          corporation or was serving at the request of the corporation as a
          director, officer, employee or agent of another corporation or other
          enterprise, against expenses (including attorney's fees), judgments,
          fines and amounts paid in settlement actually and reasonably incurred
          by him in connection with such suit or proceeding if he acted in good
          faith and in a manner he reasonably believed to be in or not opposed
          to the best interests of the corporation.  Similar indemnity is
          authorized for such persons against expenses (including attorneys'
          fees) actually
and reasonably incurred in defense or settlement of any pending, 
          completed or threatened action or suit by or in the right of a 
          corporation, if such person acted in good faith and in a manner he
          reasonably believed to be in or not opposed to the best interests of
          the corporation, and provided further that (unless a court of
          competent jurisdiction otherwise provides) such person shall not have
          been adjudged liable to the corporation.  Any such indemnification may
          be made only as authorized in each specific case upon a determination
          by the shareholders or disinterested directors that indemnification is
          proper because the indemnitee has met the applicable standard of
          conduct.

          Section 145 further authorizes a corporation to purchase and
          maintain insurance on behalf of any person who is or was a director,
          officer, employee or agent of the corporation, or is or was serving at
          the request of the corporation as a director, officer, employee or
          agent of another corporation or enterprise, against any liability
          asserted against him and incurred by him in any such capacity, or
          arising out of his status as such, whether or not the corporation
          would otherwise have the power to indemnify him.

Item 7    EXEMPTION FROM REGISTRATION CLAIMED
          -----------------------------------

          Not applicable.

Item 8    EXHIBITS
          --------
 
          Exhibits not incorporated by reference to a prior filing are
          designated by an asterisk (*) and are included or filed herewith; all
          exhibits not so designated are incorporated by reference to a prior
          SEC filing as indicated.

Exhibit  Description
- -------  -----------

   3.1    Certificate of Incorporation of the Registrant (incorporated by
          reference to Exhibit 3.1 to the Registrant's Registration Statement on
          Form S-4, Registration No. 33-23533 filed with the SEC on August 5,
          1988).

   3.2    Amendment to Certificate of Incorporation of the Registrant
          (incorporated by reference to Exhibit 3.2 to the Registrant's
          Registration Statement on Form S-4, Registration No. 33-23533 filed
          with the SEC on August 5, 1988).

   3.4    Bylaws of the Registrant, amended and restated as of June 8, 1995
          (incorporated by reference to Exhibit 3.4 to the Registrant's Form 10-
          Q for the fiscal quarter ended June 30, 1995, File No. 0-17162).
4.1    Form of Common Stock Certificate (incorporated by reference to Exhibit
          4.12 to the Registrant's Amendment No. 1 to Registration Statement on
          Form S-4, Registration No. 33-23533 filed with the SEC on August 15,
          1988).

*  5.1    Opinion of Holme Roberts & Owen LLC as to the legality of the
          securities being registered, including consent.

  10.7    Key Production Company, Inc. 1992 Stock Option Plan, (incorporated by
          reference to Exhibit 10.7 to the Registrant's Form 10-K for the 
          fiscal year ended December 31, 1992, File No. 0-17162).

  10.8    Key Production Company, Inc. Stock Option Plan for Non-Employee 
          Directors, (incorporated by reference to Exhibit 10.8 to the 
          Registrant's Form 10-K for the fiscal year ended December 31, 1992, 
          File No. 0-17162).

* 23.1    Consent of Holme Roberts & Owen LLC (included in Exhibit 5.1).

* 23.2    Consent of Arthur Andersen LLP.

* 24.1    Powers of Attorney are on the signature pages of the
          Registration Statement.
 
Item 9    UNDERTAKINGS
          ------------

   (a)    Rule 415 Undertakings
          ---------------------

          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 of 1933;

              (ii)  to reflect in the prospectus any fact 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;

              (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 (1)(i) and (1)(ii) do 
                    --------  -------
                    not apply if the information required to be included in a 
                    post-effective amendment by those paragraphs is contained 
                    in periodic reports filed by the Registrant pursuant to 
                    Section 13 or Section 15(d) of the Securities Exchange Act 
                    of 1934 that are incorporated by reference in the 
                    Registration Statement.

          (2) That, for the purpose of determining any liability under the
              Securities Act of 1933, 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.

          (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)   Filings Incorporating Subsequent Exchange Act Documents by Reference
          --------------------------------------------------------------------

          The undersigned Registrant hereby undertakes that, for purposes of
          determining liability under the Securities Act of 1933, each filing of
          the Registrant's annual report pursuant to Section 13(a) or Section
          15(d) of the Securities Exchange Act of 1934 that is incorporated by
          reference in this Registration Statement shall be deemed to be a new
          registration statement relating to the securities offered herein, and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

    (h)   Request for Acceleration of Effective Date or Filing Registration
          -----------------------------------------------------------------
          Statement on Form S-8
          ---------------------

          Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the foregoing
          provisions discussed in Item 6, or otherwise, the Registrant has been
          advised that in the opinion of the Securities and Exchange Commission
          such indemnification is against public policy as expressed in such 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 such act and will be
          governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Key
Production Company, Inc. 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 Denver, Colorado on the 25th day of August, 1995.

                                    KEY PRODUCTION COMPANY, INC.

                                    By:  /s/ F.H. MERELLI
                                         ----------------
                                         F.H. Merelli,
                                         Chairman of the Board,
                                         President and Chief Executive Officer

                               POWER OF ATTORNEY
                               -----------------

         Each person whose signature appears below does hereby make, constitute
and appoint F.H. Merelli and Monroe W. Robertson, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution to execute, deliver and file with the Securities and Exchange
Commission, for and on his or her behalf, and in any and all capacities, any and
all amendments (including post-effective amendments) to this Registration
Statement with all exhibits thereto and other documents in connection therewith,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated.

Signatures                   Title                    Date
- ----------                   -----                    ----

/s/ F.H. MERELLI             President, Director,     August 25, 1995
- ----------------                                                     
F.H. Merelli                 Chairman of the Board &
                             Chief Executive Officer

/s/ MONROE W. ROBERTSON      Senior Vice President    August 25, 1995
- -----------------------                                              
Monroe W. Robertson          and Secretary (Principal
                             Financial Officer)
Signatures                   Title                    Date
- ----------                   -----                    ----

/s/ CATHY L. ANDERSON        Controller (Principal    August 25, 1995
- ---------------------                                                
Cathy L. Anderson            Accounting Officer)

/s/ CORTLANDT S. DIETLER     Director                 August 25, 1995
- ------------------------                                             
Cortlandt S. Dietler

/s/ TIMOTHY J. MOYLAN        Director                 August 25, 1995
- ---------------------                                                
Timothy J. Moylan