<PAGE>

As filed with the Securities and Exchange Commission on August 10, 2000
                                                      Registration No. 333-
                                                                           -----

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                               _________________

                             INLAND RESOURCES INC.
             (Exact name of registrant as specified in its charter)
          Washington                                    91-1307042
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                     Identification No.)
                               _________________

                                410 17th Street
                                   Suite 700
                             Denver, Colorado 80202
                    (Address of principal executive offices)
                               _________________

                   STOCK OPTION AGREEMENT/BILL I. PENNINGTON
                            (Full title of the Plan)
                               _________________

                               Bill I. Pennington
                            Chief Executive Officer
                                410 17th Street
                                   Suite 700
                             Denver, Colorado 80202
                    (Name and address of agent for service)

                                 (303) 893-0102
         (Telephone number, including area code, of agent for service)

                                With copies to:

                               Mike Parsons, Esq.
                         Glast, Phillips & Murray, P.C.
                          13355 Noel Road, Suite 2200
                              Dallas, Texas 75240
                                 (972)419-8300

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                         Proposed Maximum       Proposed Maximum
 Title of Securities    Amount to be      Offering Price       Aggregate Offering         Amount of
  to be Registered      Registered(1)      per Share(2)           Price (1)(2)       Registration Fee(2)
-----------------------------------------------------------------------------------------------------
<S>                    <C>              <C>                  <C>                     <C>
Common Stock, $.001        87,500              $5.25                 $459,375                $122
-----------------------------------------------------------------------------------------------------
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement also covers an
     indeterminate number of additional shares that may be issuable in
     connection with share splits, share dividends or similar transactions.
(2)  Estimated pursuant to Rule 457(c) under the Securities Act, solely for the
     purpose of calculating the registration fee, based on the average of the
     high and low prices for the Company's common stock as reported within five
     business days prior to the date of this filing.
<PAGE>

                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information. *
          -----------------

Item 2.   Registrant Information and Employee Plan Annual Information. *
          ------------------------------------------------------------

*The document(s) containing the information specified in Part 1 of Form S-8 will
be sent or given to participants as specified by Rule 428(b)(1) promulgated by
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act").  Such document(s) are not being
filed with the Commission, but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the Act.

                                       2
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.
          -----------------------------------------------

          The following documents previously filed by Inland Resources Inc. (the
"Company") with the Commission are hereby incorporated by reference into this
Registration Statement:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1999 (the "Annual Report") filed by the
               Company (SEC File No. 0-16487) under the Securities Exchange Act
               of 1934, as amended (the "Exchange Act"), with the Commission on
               March 30, 2000.

          (b)  The Company's Quarterly Report on Form 10-Q for the quarterly
               period ended March 31, 2000 filed by the Company under the
               Exchange Act with the Commission on May 3, 2000.

          (c)  The Company's Quarterly Report on Form 10-Q for the quarterly
               period ended June 30, 2000 filed by the Company under the
               Exchange Act with the Commission on August 3, 2000.

          (d)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange Act since the end of the fiscal year covered by the
               Annual Report referred to in (a) above.

          (e)  The description of the Company's Common Stock contained in the
               Company's Registration Statement on Form 8-A, by which the
               Company's shares of Common Stock were registered under Section
               12(g) of the Exchange Act, and any amendments or reports filed
               for the purpose of updating such description.

          All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities them remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part thereof from the date of the filing of such documents.  Any
statement contained in the documents incorporated, or deemed to be incorporated,
by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          ---------------------------------------

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------

          Sections 23B.08.500 - .590 of the Washington Business Corporation Act
("WBCA") provide broad authority  for indemnification  of directors and
officers.  The Articles of Incorporation and Bylaws of the Company provide for
indemnification of its officers and directors to the fullest extent permitted by
the WBCA.

          As permitted by Section 23B.08.320 of the WBCA, the Company's Articles
of Incorporation provide that a director shall not be liable for monetary
damages for breach of his fiduciary duty as a director except in certain limited
circumstances.

                                       3
<PAGE>

          The Company also maintains officers' and directors' liability
insurance which provides insurance coverage for covered liabilities that may be
imposed upon officers or directors under various circumstances.

Item 7.   Exemption from Registration Claimed.
          ------------------------------------

          Not Applicable.

Item 8.   Exhibits.
          --------

          See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by reference.

Item 9.   Undertakings.
          -------------

          (a)  The undersigned Company hereby undertakes:

               (1) To file, during any period in which offers or sales are being
                   made, a post-effective amendment to the Registration
                   Statement to: (i) include any prospectus required by Section
                   10(a)(3) of the Securities Act; (ii) reflect in the
                   prospectus any facts or events arising after the effective
                   date of the Registration Statement which, individually or in
                   the aggregate, represent a fundamental change in the
                   information set forth in the Registration Statement; and
                   notwithstanding the foregoing, any increase or decrease in
                   volume of securities offered (if the total dollar value of
                   securities offered would not exceed that which was
                   registered) and any deviation from the low or high end of the
                   estimated maximum offering range may be reflected in the form
                   of a prospectus filed with the Commission pursuant to Rule
                   424(b) if, in the aggregate, the changes in volume and price
                   represent no more than a 20 percent change in the maximum
                   aggregate offering price set forth in the "Calculation of
                   Registration" table in the effective registration statement;
                   and (iii) include any additional or changed 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 provisions (i) and (ii) of
                   this undertaking are inapplicable if the information to be
                   filed thereunder is contained in periodic reports filed by
                   the Company pursuant to the Exchange Act that are
                   incorporated by reference into the Registration Statement.

               (2) That, for the purpose of determining any liability under the
                   Securities Act, each such post-effective amendment shall be
                   deemed to be a new registration statement relating to the
                   securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

               (3) To remove from registration by means of post-effective
                   amendment any of the securities being registered which
                   remains unsold at the termination of the offering.

          (b)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of the Company pursuant to the foregoing
               provisions, or otherwise, the Company has been advised that in
               the opinion of the Commission such indemnification is against
               public policy as expressed in the Securities Act and is,
               therefore, unenforceable. In the event that a claim for
               indemnification against such liabilities (other than the payment
               by the Company of expenses incurred or paid by a director,
               officer or controlling person of the Company 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 Company 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 is against public policy
               as expressed in the Securities Act and will be governed by the
               final adjudication of such issue.

                                       4
<PAGE>

          (c)  The Company hereby undertakes that, for purposes of determining
               any liability under the Securities Act, each filing of the
               Company's annual report pursuant to Section 13(a) or 15(d) of the
               Exchange Act (and, where applicable, each filing of an employee
               benefit plan's annual report pursuant to Section 15(d) of the
               Exchange Act) that is incorporated by reference in this
               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.

                                       5
<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on August 2, 2000.

                                    INLAND RESOURCES INC.

                                    By:/s/ BILL I. PENNINGTON
                                       -----------------------------------------
                                       Bill I. Pennington, Chief Executive
                                       Officer


                               POWER OF ATTORNEY

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.  Each person whose signature to the
Registration Statement appears below hereby appoints Bill I. Pennington and
Michael J. Stevens, or either one of them, as such person's attorney-in-fact
with full power to act alone, with full power of substitution or resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities to sign on such person's behalf, individually and in the capacities
stated below, and to file any and all amendments and post-effective amendments
to this Registration Statement, which amendment or amendments may make such
changes and additions as such attorney-in-fact may deem necessary or
appropriate.

     Name                           Office                      Date
     ----                           ------                      ----



 /s/ JOHN D. LOMAX          Director (Chairman of the Board)    August 8, 2000
-------------------------
John D. Lomax


 /s/ BILL I. PENNINGTON     Director, Chief Executive Officer   August 2, 2000
-------------------------   and Chief Financial Officer
Bill I. Pennington          (Principal Executive Officer
                            and Principal Financial Officer)


 /s/ MARC MacALUSO          Director                            August 4, 2000
-------------------------
Marc MacAluso


 /s/ T BROOKE FARNSWORTH    Director                            August 4, 2000
-------------------------
T Brooke Farnsworth


 /s/ MICHAEL J. STEVENS     Vice President,Secretary            August 2, 2000
-------------------------   and Treasurer (Principal
Michael J. Stevens          Accounting Officer)

                                       6
<PAGE>

                             INLAND RESOURCES INC.

                                 EXHIBIT INDEX
                                       TO
                        FORM S-8 REGISTRATION STATEMENT


Exhibit
Number         Description of Exhibits
------         -----------------------

4.1            Stock Option Agreement dated October 1, 1999 granted to Bill I.
               Pennington by the Company, filed as Exhibit 10.9 to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1999, and incorporated herein by this reference.
*5.1           Opinion of Glast, Phillips & Murray, a Professional Corporation.
*23.1          Consent of Arthur Andersen LLP
*23.2          Consent of Ryder Scott Company Petroleum Engineers.
23.3           Consent of Glast, Phillips & Murray, P.C. (contained in Exhibit
               5.1).
24.1           Power of Attorney (included on signature page of Registration
               Statement).

_______________________
* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 17572}]
{"company-data": {"conformed-name": "INLAND RESOURCES INC", "cik": "0000717754", "assigned-sic": "1311", "irs-number": "911307042", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43432", "film-number": "691254"}, "business-address": {"street1": "410 17TH ST STE 700", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3038930102"}, "mail-address": {"street1": "410 17TH STREET", "street2": "SUITE 700", "city": "DENVER", "state": "CO", "zip": "80202"}}
As filed with the Securities and Exchange Commission on August 10, 2000
                                                      Registration No. 333-
                                                                           -----

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                               _________________

                             INLAND RESOURCES INC.
             (Exact name of registrant as specified in its charter)
          Washington                                    91-1307042
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                     Identification No.)
                               _________________

                                410 17th Street
                                   Suite 700
                             Denver, Colorado 80202
                    (Address of principal executive offices)
                               _________________

                   STOCK OPTION AGREEMENT/BILL I. PENNINGTON
                            (Full title of the Plan)
                               _________________

                               Bill I. Pennington
                            Chief Executive Officer
                                410 17th Street
                                   Suite 700
                             Denver, Colorado 80202
                    (Name and address of agent for service)

                                 (303) 893-0102
         (Telephone number, including area code, of agent for service)

                                With copies to:

                               Mike Parsons, Esq.
                         Glast, Phillips & Murray, P.C.
                          13355 Noel Road, Suite 2200
                              Dallas, Texas 75240
                                 (972)419-8300

                        CALCULATION OF REGISTRATION FEE
Proposed Maximum       Proposed Maximum
 Title of Securities    Amount to be      Offering Price       Aggregate Offering         Amount of
  to be Registered      Registered(1)      per Share(2)           Price (1)(2)       Registration Fee(2)
-----------------------------------------------------------------------------------------------------
Common Stock, $.001        87,500              $5.25                 $459,375                $122
-----------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement also covers an
     indeterminate number of additional shares that may be issuable in
     connection with share splits, share dividends or similar transactions.
(2)  Estimated pursuant to Rule 457(c) under the Securities Act, solely for the
     purpose of calculating the registration fee, based on the average of the
     high and low prices for the Company's common stock as reported within five
     business days prior to the date of this filing.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information. *
          -----------------

Item 2.   Registrant Information and Employee Plan Annual Information. *
          ------------------------------------------------------------

*The document(s) containing the information specified in Part 1 of Form S-8 will
be sent or given to participants as specified by Rule 428(b)(1) promulgated by
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act").  Such document(s) are not being
filed with the Commission, but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the Act.

                                       2
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.
          -----------------------------------------------

          The following documents previously filed by Inland Resources Inc. (the
"Company") with the Commission are hereby incorporated by reference into this
Registration Statement:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1999 (the "Annual Report") filed by the
               Company (SEC File No. 0-16487) under the Securities Exchange Act
               of 1934, as amended (the "Exchange Act"), with the Commission on
               March 30, 2000.

          (b)  The Company's Quarterly Report on Form 10-Q for the quarterly
               period ended March 31, 2000 filed by the Company under the
               Exchange Act with the Commission on May 3, 2000.

          (c)  The Company's Quarterly Report on Form 10-Q for the quarterly
               period ended June 30, 2000 filed by the Company under the
               Exchange Act with the Commission on August 3, 2000.

          (d)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange Act since the end of the fiscal year covered by the
               Annual Report referred to in (a) above.

          (e)  The description of the Company's Common Stock contained in the
               Company's Registration Statement on Form 8-A, by which the
               Company's shares of Common Stock were registered under Section
               12(g) of the Exchange Act, and any amendments or reports filed
               for the purpose of updating such description.

          All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities them remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part thereof from the date of the filing of such documents.  Any
statement contained in the documents incorporated, or deemed to be incorporated,
by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          ---------------------------------------

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------

          Sections 23B.08.500 - .590 of the Washington Business Corporation Act
("WBCA") provide broad authority  for indemnification  of directors and
officers.  The Articles of Incorporation and Bylaws of the Company provide for
indemnification of its officers and directors to the fullest extent permitted by
the WBCA.

          As permitted by Section 23B.08.320 of the WBCA, the Company's Articles
of Incorporation provide that a director shall not be liable for monetary
damages for breach of his fiduciary duty as a director except in certain limited
circumstances.

                                       3
The Company also maintains officers' and directors' liability
insurance which provides insurance coverage for covered liabilities that may be
imposed upon officers or directors under various circumstances.

Item 7.   Exemption from Registration Claimed.
          ------------------------------------

          Not Applicable.

Item 8.   Exhibits.
          --------

          See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by reference.

Item 9.   Undertakings.
          -------------

          (a)  The undersigned Company hereby undertakes:

               (1) To file, during any period in which offers or sales are being
                   made, a post-effective amendment to the Registration
                   Statement to: (i) include any prospectus required by Section
                   10(a)(3) of the Securities Act; (ii) reflect in the
                   prospectus any facts or events arising after the effective
                   date of the Registration Statement which, individually or in
                   the aggregate, represent a fundamental change in the
                   information set forth in the Registration Statement; and
                   notwithstanding the foregoing, any increase or decrease in
                   volume of securities offered (if the total dollar value of
                   securities offered would not exceed that which was
                   registered) and any deviation from the low or high end of the
                   estimated maximum offering range may be reflected in the form
                   of a prospectus filed with the Commission pursuant to Rule
                   424(b) if, in the aggregate, the changes in volume and price
                   represent no more than a 20 percent change in the maximum
                   aggregate offering price set forth in the "Calculation of
                   Registration" table in the effective registration statement;
                   and (iii) include any additional or changed 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 provisions (i) and (ii) of
                   this undertaking are inapplicable if the information to be
                   filed thereunder is contained in periodic reports filed by
                   the Company pursuant to the Exchange Act that are
                   incorporated by reference into the Registration Statement.

               (2) That, for the purpose of determining any liability under the
                   Securities Act, each such post-effective amendment shall be
                   deemed to be a new registration statement relating to the
                   securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial
                   bona fide offering thereof.

               (3) To remove from registration by means of post-effective
                   amendment any of the securities being registered which
                   remains unsold at the termination of the offering.

          (b)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of the Company pursuant to the foregoing
               provisions, or otherwise, the Company has been advised that in
               the opinion of the Commission such indemnification is against
               public policy as expressed in the Securities Act and is,
               therefore, unenforceable. In the event that a claim for
               indemnification against such liabilities (other than the payment
               by the Company of expenses incurred or paid by a director,
               officer or controlling person of the Company 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 Company 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 is against public policy
               as expressed in the Securities Act and will be governed by the
               final adjudication of such issue.

                                       4
(c)  The Company hereby undertakes that, for purposes of determining
               any liability under the Securities Act, each filing of the
               Company's annual report pursuant to Section 13(a) or 15(d) of the
               Exchange Act (and, where applicable, each filing of an employee
               benefit plan's annual report pursuant to Section 15(d) of the
               Exchange Act) that is incorporated by reference in this
               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.

                                       5
SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on August 2, 2000.

                                    INLAND RESOURCES INC.

                                    By:/s/ BILL I. PENNINGTON
                                       -----------------------------------------
                                       Bill I. Pennington, Chief Executive
                                       Officer

                               POWER OF ATTORNEY

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.  Each person whose signature to the
Registration Statement appears below hereby appoints Bill I. Pennington and
Michael J. Stevens, or either one of them, as such person's attorney-in-fact
with full power to act alone, with full power of substitution or resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities to sign on such person's behalf, individually and in the capacities
stated below, and to file any and all amendments and post-effective amendments
to this Registration Statement, which amendment or amendments may make such
changes and additions as such attorney-in-fact may deem necessary or
appropriate.

     Name                           Office                      Date
     ----                           ------                      ----

 /s/ JOHN D. LOMAX          Director (Chairman of the Board)    August 8, 2000
-------------------------
John D. Lomax

 /s/ BILL I. PENNINGTON     Director, Chief Executive Officer   August 2, 2000
-------------------------   and Chief Financial Officer
Bill I. Pennington          (Principal Executive Officer
                            and Principal Financial Officer)

 /s/ MARC MacALUSO          Director                            August 4, 2000
-------------------------
Marc MacAluso

 /s/ T BROOKE FARNSWORTH    Director                            August 4, 2000
-------------------------
T Brooke Farnsworth

 /s/ MICHAEL J. STEVENS     Vice President,Secretary            August 2, 2000
-------------------------   and Treasurer (Principal
Michael J. Stevens          Accounting Officer)

                                       6
INLAND RESOURCES INC.

                                 EXHIBIT INDEX
                                       TO
                        FORM S-8 REGISTRATION STATEMENT

Exhibit
Number         Description of Exhibits
------         -----------------------

4.1            Stock Option Agreement dated October 1, 1999 granted to Bill I.
               Pennington by the Company, filed as Exhibit 10.9 to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1999, and incorporated herein by this reference.
*5.1           Opinion of Glast, Phillips & Murray, a Professional Corporation.
*23.1          Consent of Arthur Andersen LLP
*23.2          Consent of Ryder Scott Company Petroleum Engineers.
23.3           Consent of Glast, Phillips & Murray, P.C. (contained in Exhibit
               5.1).
24.1           Power of Attorney (included on signature page of Registration
               Statement).

_______________________
* Filed herewith.