<PAGE>

   As filed with the Securities and Exchange Commission on December 21, 2000
                                                           Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               _________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                               _________________

                         PATINA OIL & GAS CORPORATION
            (Exact name of registrant as specified in its charter)

              Delaware                                         75-2629477
   (State or other jurisdiction                            (I.R.S. Employer
   of incorporation or organization)                      Identification No.)

                     1625 Broadway, Denver, Colorado 80202
                         Telephone No. (303) 389-3600
  (Address, including zip code and telephone number, including area code, of
                   registrant's principal executive offices)
                               _________________

                   Profit Sharing and Savings Plan and Trust
                           (Full title of the plan)

                               David J. Kornder
                  Vice President and Chief Financial Officer
                                 1625 Broadway
                            Denver, Colorado 80202
                                (303) 389-3600
 (Name, address, including zip code and telephone number of agent for service)
                               _________________

                   PLEASE SEND COPIES OF COMMUNICATIONS TO:

                           MICHAEL D. WORTLEY, ESQ.
                            Vinson & Elkins L.L.P.
                  3700 Trammell Crow Center, 2001 Ross Avenue
                           Dallas, Texas  75201-2975
                                (214) 220-7700



                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
 Title of each class                             Proposed maximum       Proposed maximum
 of securities to be        Amount to be        offering price per     aggregate offering       Amount of
    registered               registered              share (1)             price (1)         registration fee
--------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                    <C>                   <C>
Common Stock, $0.01           250,000               $20.6875               $5,171,875             $1,293
 par value per share..
==============================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) of the Securities Act of 1933.  The price for the
     250,000 shares issuable under the 401(k) Profit Sharing and Savings Plan
     and Trust was based on a price of $20.6875, the last sale price of the
     Common Stock of the Company reported on the New York Stock Exchange on
     December 20, 2000.

================================================================================
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The Registrant hereby incorporates by reference into this Registration
Statement the following documents:

         a.    The Registrant's Annual Report on From 10-K for the fiscal year
            ended December 31, 1999, filed pursuant to Section 13(a) of the
            Securities Exchange Act of 1934 ("the "Exchange Act");

         b.    All other reports filed by the Registrant since December 31, 1999
            with the Commission pursuant to Section 13(a) or 15(d) of the
            Exchange Act, including the Registrant's Quarterly Reports on Form
            10-Q for the fiscal quarters ended March 31, 2000, June 30, 2000 and
            September 30, 2000;

         c.    The description of the Registrant's Common Stock contained in the
            Registration Statement on Form S-4 (No. 333-572) as filed with the
            Securities and Exchange Commission on March 20, 1996, including any
            subsequent amendment(s) or report(s) filed for the purposes of
            updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post
effective amendment that indicates that all securities offered have been sold or
that deregisters all securities then remaining unsold shall also be deemed to be
incorporated by reference herein and to be a part hereof from the dates of
filing 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 or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statements so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.  Upon the written or oral request of any person to whom
a copy of this Registration Statement has been delivered, the Registrant will
provide without charge to such person a copy of any and all documents (excluding
exhibits thereto unless such exhibits are specifically incorporated by reference
into such documents) that have been incorporated by reference into this
Registration Statement but not delivered herewith.  Requests for such documents
should be directed to Patina Oil & Gas Corporation, 1625 Broadway, Suite 2000,
Denver, Colorado 80202, Attention:  Secretary, telephone (303) 389-3600.


Item 4.  Description of Securities

         Not applicable


Item 5.  Interests of named Experts and Counsel

         Not applicable


Item 6.  Indemnification of Directors and Officers

         Under Section 145 of the Delaware General Corporation Law (the "DGCL"),
a Delaware corporation has the power, under specified circumstances, to
indemnify its directors, officers, employees and agents in connection with
threatened, pending or completed actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in right
of the corporation), brought against them by reason of the fact that they were
or are such directors, officers, employees or agents, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in any such action, suit or proceeding because such person is or was an officer
or director of the company or is a person who is or was serving at the request
of the company as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
relating to employee benefit plans, to the fullest extent permitted by the DGCL
as it existed at the time the indemnification provisions of a company's
certificate of incorporation and the bylaws were adopted or as may be thereafter
<PAGE>

amended.  Each of Article VI of our Bylaws and Article Nine of our Certificate
of Incorporation expressly provide that it is not the exclusive method of
indemnification.

         Article VI of our Bylaws also provides that we may maintain insurance,
at our expense, to protect us and any director, officer, employee or agent of
ours or of another entity against any expense, liability or loss, regardless of
whether we would have the power to indemnify such person against such expense,
liability or loss under the DGCL.

         Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. Article Eight of our Certificate of Incorporation
contains such a provision.

         We have entered into indemnification agreements with each of our
officers and directors and may in the future enter into such indemnification
agreements with our directors, officers, employees and agents. These
indemnification agreements provide a contractual right to indemnification, to
the extent permitted by law, for expenses (including attorneys' fees and
disbursements), judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by the person to be indemnified in connection
with any proceeding (including, to the extent permitted by law, any derivative
action) to which they are, or are threatened to be made, a party by reason of
their status in such positions. These indemnification agreements do not change
the basic legal standards for indemnification set forth in the DGCL or in our
Certificate of Incorporation. We have furthered, not limited, the general right
to indemnification provided in our Certificate of Incorporation and Bylaws.


Item 7.  Exemption from Registration Claimed

         Not applicable


Item 8.  Exhibits

           4.1  Patina Oil & Gas Profit Sharing and Savings Plan and Trust,
                effective January 1, 1997 (incorporated herein by reference to
                Exhibit 10.3 of the Company's Form 10K for the year ended,
                December 31, 1997).

          *5.1  Legal Opinion of Vinson & Elkins L.L.P.

         *23.1  Consent of Arthur Andersen LLP

          23.2  Consent of Vinson & Elkins L.L.P. (included in the opinion filed
                as Exhibit 5.1 to this registration statement)

          24.1  Powers of Attorney of Directors and Officers of Patina Oil & Gas
                Corporation (included in signature page to this registration
                statement)

___________________
  *Filed herewith.
<PAGE>

Item 9. 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 in Section 10(a)(3) of the
                   Securities Act of 1933;

             (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;

             (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 Patina Oil &
        Gas Corporation 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; and

        (4)  That, for purposes of determining any liability under the
             Securities Act of 1933, each filing of Patina Oil & Gas
             Corporation'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 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.

        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 provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
<PAGE>

Signatures

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on
the 21st day of December 2000.

                                         PATINA OIL & GAS CORPORATION
                                         (A Delaware Corporation)


                                         By:     /s/ David J. Kornder
                                            ------------------------------
                                         Name:   David J. Kornder
                                              ----------------------------
                                         Title:  Chief Financial Officer
                                               ---------------------------


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David J. Kornder his true and lawful attorney-in-
fact and agent, with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign this registration statement and
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities indicated on the dates indicated.

<TABLE>
<CAPTION>
                  Signature                                       Title                           Date
<S>                                             <C>                                         <C>


  /s/ Thomas J. Edelman                                   Chairman of the Board             December 21, 2000
----------------------------------------------        (Principal Executive Officer)
  Thomas J. Edelman

  /s/ Jay W. Decker                                       President and Director            December 21, 2000
----------------------------------------------
  Jay W. Decker

  /s/ David J. Kornder                          Vice President and Chief Financial Officer  December 21, 2000
----------------------------------------------
  David J. Kornder

  /s/ Christopher C. Behrens                                     Director                   December 21, 2000
----------------------------------------------
  Christopher C. Behrens

  /s/ Robert J. Clark                                            Director                   December 21, 2000
----------------------------------------------
  Robert J. Clark

  /s/ Elizabeth K. Lanier                                        Director                   December 21, 2000
----------------------------------------------
  Elizabeth K. Lanier

  /s/ Alexander P. Lynch                                         Director                   December 21, 2000
----------------------------------------------
  Alexander P. Lynch
</TABLE>
<PAGE>

Index To Exhibits

     4.1    Patina Oil & Gas Profit Sharing and Savings Plan and Trust,
            effective January 1, 1997 (incorporated herein by reference to
            Exhibit 10.3 of the Company's Form 10K for the year ended, December
            31, 1997).

    *5.1    Legal Opinion of Vinson & Elkins L.L.P.

   *23.1    Consent of Arthur Andersen LLP

    23.2    Consent of Vinson & Elkins L.L.P. (included in the opinion filed as
            Exhibit 5.1 to this registration statement)

    24.1    Powers of Attorney of Directors and Officers of Patina Oil & Gas
            Corporation (included in signature page to this registration
            statement)

___________________
  *Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 FOR PATINA OIL & GAS CORPORATION", "secsgml_size_bytes": 18860}]
{"company-data": {"conformed-name": "PATINA OIL & GAS CORP", "cik": "0001006264", "assigned-sic": "1311", "irs-number": "752629477", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52460", "film-number": "793521"}, "business-address": {"street1": "1625 BROADWAY", "street2": "STE 2000", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3035928500"}, "mail-address": {"street1": "777 MAIN ST", "street2": "STE 2500", "city": "FORT WORTH", "state": "TX", "zip": "76102"}}
As filed with the Securities and Exchange Commission on December 21, 2000
                                                           Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               _________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                               _________________

                         PATINA OIL & GAS CORPORATION
            (Exact name of registrant as specified in its charter)

              Delaware                                         75-2629477
   (State or other jurisdiction                            (I.R.S. Employer
   of incorporation or organization)                      Identification No.)

                     1625 Broadway, Denver, Colorado 80202
                         Telephone No. (303) 389-3600
  (Address, including zip code and telephone number, including area code, of
                   registrant's principal executive offices)
                               _________________

                   Profit Sharing and Savings Plan and Trust
                           (Full title of the plan)

                               David J. Kornder
                  Vice President and Chief Financial Officer
                                 1625 Broadway
                            Denver, Colorado 80202
                                (303) 389-3600
 (Name, address, including zip code and telephone number of agent for service)
                               _________________

                   PLEASE SEND COPIES OF COMMUNICATIONS TO:

                           MICHAEL D. WORTLEY, ESQ.
                            Vinson & Elkins L.L.P.
                  3700 Trammell Crow Center, 2001 Ross Avenue
                           Dallas, Texas  75201-2975
                                (214) 220-7700

                        CALCULATION OF REGISTRATION FEE
==============================================================================================================
 Title of each class                             Proposed maximum       Proposed maximum
 of securities to be        Amount to be        offering price per     aggregate offering       Amount of
    registered               registered              share (1)             price (1)         registration fee
--------------------------------------------------------------------------------------------------------------
Common Stock, $0.01           250,000               $20.6875               $5,171,875             $1,293
 par value per share..
==============================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) of the Securities Act of 1933.  The price for the
     250,000 shares issuable under the 401(k) Profit Sharing and Savings Plan
     and Trust was based on a price of $20.6875, the last sale price of the
     Common Stock of the Company reported on the New York Stock Exchange on
     December 20, 2000.

================================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Registrant hereby incorporates by reference into this Registration
Statement the following documents:

         a.    The Registrant's Annual Report on From 10-K for the fiscal year
            ended December 31, 1999, filed pursuant to Section 13(a) of the
            Securities Exchange Act of 1934 ("the "Exchange Act");

         b.    All other reports filed by the Registrant since December 31, 1999
            with the Commission pursuant to Section 13(a) or 15(d) of the
            Exchange Act, including the Registrant's Quarterly Reports on Form
            10-Q for the fiscal quarters ended March 31, 2000, June 30, 2000 and
            September 30, 2000;

         c.    The description of the Registrant's Common Stock contained in the
            Registration Statement on Form S-4 (No. 333-572) as filed with the
            Securities and Exchange Commission on March 20, 1996, including any
            subsequent amendment(s) or report(s) filed for the purposes of
            updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post
effective amendment that indicates that all securities offered have been sold or
that deregisters all securities then remaining unsold shall also be deemed to be
incorporated by reference herein and to be a part hereof from the dates of
filing 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 or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any statements so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.  Upon the written or oral request of any person to whom
a copy of this Registration Statement has been delivered, the Registrant will
provide without charge to such person a copy of any and all documents (excluding
exhibits thereto unless such exhibits are specifically incorporated by reference
into such documents) that have been incorporated by reference into this
Registration Statement but not delivered herewith.  Requests for such documents
should be directed to Patina Oil & Gas Corporation, 1625 Broadway, Suite 2000,
Denver, Colorado 80202, Attention:  Secretary, telephone (303) 389-3600.

Item 4.  Description of Securities

         Not applicable

Item 5.  Interests of named Experts and Counsel

         Not applicable

Item 6.  Indemnification of Directors and Officers

         Under Section 145 of the Delaware General Corporation Law (the "DGCL"),
a Delaware corporation has the power, under specified circumstances, to
indemnify its directors, officers, employees and agents in connection with
threatened, pending or completed actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in right
of the corporation), brought against them by reason of the fact that they were
or are such directors, officers, employees or agents, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in any such action, suit or proceeding because such person is or was an officer
or director of the company or is a person who is or was serving at the request
of the company as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
relating to employee benefit plans, to the fullest extent permitted by the DGCL
as it existed at the time the indemnification provisions of a company's
certificate of incorporation and the bylaws were adopted or as may be thereafter
amended.  Each of Article VI of our Bylaws and Article Nine of our Certificate
of Incorporation expressly provide that it is not the exclusive method of
indemnification.

         Article VI of our Bylaws also provides that we may maintain insurance,
at our expense, to protect us and any director, officer, employee or agent of
ours or of another entity against any expense, liability or loss, regardless of
whether we would have the power to indemnify such person against such expense,
liability or loss under the DGCL.

         Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. Article Eight of our Certificate of Incorporation
contains such a provision.

         We have entered into indemnification agreements with each of our
officers and directors and may in the future enter into such indemnification
agreements with our directors, officers, employees and agents. These
indemnification agreements provide a contractual right to indemnification, to
the extent permitted by law, for expenses (including attorneys' fees and
disbursements), judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by the person to be indemnified in connection
with any proceeding (including, to the extent permitted by law, any derivative
action) to which they are, or are threatened to be made, a party by reason of
their status in such positions. These indemnification agreements do not change
the basic legal standards for indemnification set forth in the DGCL or in our
Certificate of Incorporation. We have furthered, not limited, the general right
to indemnification provided in our Certificate of Incorporation and Bylaws.

Item 7.  Exemption from Registration Claimed

         Not applicable

Item 8.  Exhibits

           4.1  Patina Oil & Gas Profit Sharing and Savings Plan and Trust,
                effective January 1, 1997 (incorporated herein by reference to
                Exhibit 10.3 of the Company's Form 10K for the year ended,
                December 31, 1997).

          *5.1  Legal Opinion of Vinson & Elkins L.L.P.

         *23.1  Consent of Arthur Andersen LLP

          23.2  Consent of Vinson & Elkins L.L.P. (included in the opinion filed
                as Exhibit 5.1 to this registration statement)

          24.1  Powers of Attorney of Directors and Officers of Patina Oil & Gas
                Corporation (included in signature page to this registration
                statement)

___________________
  *Filed herewith.
Item 9. 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 in Section 10(a)(3) of the
                   Securities Act of 1933;

             (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;

             (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 Patina Oil &
        Gas Corporation 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; and

        (4)  That, for purposes of determining any liability under the
             Securities Act of 1933, each filing of Patina Oil & Gas
             Corporation'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 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.

        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 provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
Signatures

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on
the 21st day of December 2000.

                                         PATINA OIL & GAS CORPORATION
                                         (A Delaware Corporation)

                                         By:     /s/ David J. Kornder
                                            ------------------------------
                                         Name:   David J. Kornder
                                              ----------------------------
                                         Title:  Chief Financial Officer
                                               ---------------------------

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David J. Kornder his true and lawful attorney-in-
fact and agent, with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign this registration statement and
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities indicated on the dates indicated.
Signature                                       Title                           Date
/s/ Thomas J. Edelman                                   Chairman of the Board             December 21, 2000
----------------------------------------------        (Principal Executive Officer)
  Thomas J. Edelman

  /s/ Jay W. Decker                                       President and Director            December 21, 2000
----------------------------------------------
  Jay W. Decker

  /s/ David J. Kornder                          Vice President and Chief Financial Officer  December 21, 2000
----------------------------------------------
  David J. Kornder

  /s/ Christopher C. Behrens                                     Director                   December 21, 2000
----------------------------------------------
  Christopher C. Behrens

  /s/ Robert J. Clark                                            Director                   December 21, 2000
----------------------------------------------
  Robert J. Clark

  /s/ Elizabeth K. Lanier                                        Director                   December 21, 2000
----------------------------------------------
  Elizabeth K. Lanier

  /s/ Alexander P. Lynch                                         Director                   December 21, 2000
----------------------------------------------
  Alexander P. Lynch
Index To Exhibits

     4.1    Patina Oil & Gas Profit Sharing and Savings Plan and Trust,
            effective January 1, 1997 (incorporated herein by reference to
            Exhibit 10.3 of the Company's Form 10K for the year ended, December
            31, 1997).

    *5.1    Legal Opinion of Vinson & Elkins L.L.P.

   *23.1    Consent of Arthur Andersen LLP

    23.2    Consent of Vinson & Elkins L.L.P. (included in the opinion filed as
            Exhibit 5.1 to this registration statement)

    24.1    Powers of Attorney of Directors and Officers of Patina Oil & Gas
            Corporation (included in signature page to this registration
            statement)

___________________
  *Filed herewith.