<PAGE>
<TABLE>
<CAPTION>
<S>        <C>
           As filed with the Securities and Exchange Commission on May 25, 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)
                               _________________

                        1996 Employee Stock Option Plan
               1996 Stock Option Plan for Non-Employee Directors
                            (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 Trammel Crow Center, 2001 Ross Avenue
                           Dallas, Texas  75201-2975
                                 (214) 220-7700



                        CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------
 Title of each class                             Proposed maximum       Proposed maximum       Amount of
 of securities to be        Amount to be        offering price per     aggregate offering    registration
 registered                  registered              share (1)             price (1)              fee

------------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                    <C>                   <C>

Common Stock, $0.01           3,000,000                    $16.375            $49,125,000         $12,969
 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
     3,000,000 shares issuable under the 1996 Employee Stock Option Plan and the
     1996 Stock Option Plan for Non-Employee Directors was based on a price of
     $16.375, the last sale price of the Common Stock of the Company reported on
     the New York Stock Exchange on May 23, 2000.


===================================================================================================================
</TABLE>

<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 Report on Form 10-Q for the
          fiscal quarter ended March 31, 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.
<PAGE>

     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

         4.2    1996 Employee Stock Option Plan (incorporated herein by
                reference to Exhibit 10.20 of Amendment No. 2 to the
                Registration Statement on Form S-4 of Patina Oil & Gas
                Corporation (Registration No. 333-572)).

         4.2    First Amendment to the 1996 Employee Stock Option Plan
                (incorporated herein by reference to Exhibit 10.2 of the
                Company's Form 10-Q for the quarter ended June 30, 1999).

         4.2    1996 Stock Option Plan for Non-Employee Directors (incorporated
                herein by reference to Exhibit 10.21 of Amendment No. 2 to the
                Registration Statement on Form S-4 of Patina Oil & Gas
                Corporation (Registration No. 333-572)).

        *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 23rd day of May, 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              May 23, 2000
----------------------------------------------        (Principal Executive Officer)
 Thomas J. Edelman

 /s/ Jay W. Decker                                        President and Director             May 23, 2000
----------------------------------------------
 Jay W. Decker

/s/ David J. Kornder                             Vice President and Chief Financial Officer  May 23, 2000
----------------------------------------------
David J. Kornder

/s/ Christopher C. Behrens                                         Director                   May 23, 2000
----------------------------------------------
Christopher C. Behrens

/s/ Robert J. Clark                                                Director                   May 23, 2000
----------------------------------------------
Robert J. Clark

/s/ Thomas R. Denison                                              Director                   May 23, 2000
----------------------------------------------
Thomas R. Denison

/s/ Elizabeth K. Lanier                                            Director                   May 23, 2000
----------------------------------------------
Elizabeth K. Lanier

/s/ Alexander P. Lynch                                             Director                   May 23, 2000
----------------------------------------------
Alexander P. Lynch
</TABLE>
<PAGE>

Index To Exhibits

       4.1    1996 Employee Stock Option Plan (incorporated herein by reference
              to Exhibit 10.20 of Amendment No. 2 to the Registration Statement
              on Form S-4 of Patina Oil & Gas Corporation (Registration No. 333-
              572)).

       4.2    First Amendment to the 1996 Employee Stock Option Plan
              (incorporated herein by reference to Exhibit 10.2 of the Company's
              Form 10-Q for the quarter ended June 30, 1999).

       4.3    1996 Stock Option Plan for Non-Employee Directors (incorporated
              herein by reference to Exhibit 10.21 of Amendment No. 2 to the
              Registration Statement on Form S-4 of Patina Oil & Gas Corporation
              (Registration No. 333-572)).

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

     *23.1    Consent of Arthur Andersen LLP

      23.3    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.
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As filed with the Securities and Exchange Commission on May 25, 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)
                               _________________

                        1996 Employee Stock Option Plan
               1996 Stock Option Plan for Non-Employee Directors
                            (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 Trammel Crow Center, 2001 Ross Avenue
                           Dallas, Texas  75201-2975
                                 (214) 220-7700

                        CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------
 Title of each class                             Proposed maximum       Proposed maximum       Amount of
 of securities to be        Amount to be        offering price per     aggregate offering    registration
 registered                  registered              share (1)             price (1)              fee

------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01           3,000,000                    $16.375            $49,125,000         $12,969
 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
     3,000,000 shares issuable under the 1996 Employee Stock Option Plan and the
     1996 Stock Option Plan for Non-Employee Directors was based on a price of
     $16.375, the last sale price of the Common Stock of the Company reported on
     the New York Stock Exchange on May 23, 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 Report on Form 10-Q for the
          fiscal quarter ended March 31, 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

         4.2    1996 Employee Stock Option Plan (incorporated herein by
                reference to Exhibit 10.20 of Amendment No. 2 to the
                Registration Statement on Form S-4 of Patina Oil & Gas
                Corporation (Registration No. 333-572)).

         4.2    First Amendment to the 1996 Employee Stock Option Plan
                (incorporated herein by reference to Exhibit 10.2 of the
                Company's Form 10-Q for the quarter ended June 30, 1999).

         4.2    1996 Stock Option Plan for Non-Employee Directors (incorporated
                herein by reference to Exhibit 10.21 of Amendment No. 2 to the
                Registration Statement on Form S-4 of Patina Oil & Gas
                Corporation (Registration No. 333-572)).

        *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 23rd day of May, 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              May 23, 2000
----------------------------------------------        (Principal Executive Officer)
 Thomas J. Edelman

 /s/ Jay W. Decker                                        President and Director             May 23, 2000
----------------------------------------------
 Jay W. Decker

/s/ David J. Kornder                             Vice President and Chief Financial Officer  May 23, 2000
----------------------------------------------
David J. Kornder

/s/ Christopher C. Behrens                                         Director                   May 23, 2000
----------------------------------------------
Christopher C. Behrens

/s/ Robert J. Clark                                                Director                   May 23, 2000
----------------------------------------------
Robert J. Clark

/s/ Thomas R. Denison                                              Director                   May 23, 2000
----------------------------------------------
Thomas R. Denison

/s/ Elizabeth K. Lanier                                            Director                   May 23, 2000
----------------------------------------------
Elizabeth K. Lanier

/s/ Alexander P. Lynch                                             Director                   May 23, 2000
----------------------------------------------
Alexander P. Lynch
Index To Exhibits

       4.1    1996 Employee Stock Option Plan (incorporated herein by reference
              to Exhibit 10.20 of Amendment No. 2 to the Registration Statement
              on Form S-4 of Patina Oil & Gas Corporation (Registration No. 333-
              572)).

       4.2    First Amendment to the 1996 Employee Stock Option Plan
              (incorporated herein by reference to Exhibit 10.2 of the Company's
              Form 10-Q for the quarter ended June 30, 1999).

       4.3    1996 Stock Option Plan for Non-Employee Directors (incorporated
              herein by reference to Exhibit 10.21 of Amendment No. 2 to the
              Registration Statement on Form S-4 of Patina Oil & Gas Corporation
              (Registration No. 333-572)).

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

     *23.1    Consent of Arthur Andersen LLP

      23.3    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.