<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/WILLIAM T. WAR
                           (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               25,000                $5.25               $131,250                 $35
----------------------------------------------------------------------------------------------------------------
</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.

<TABLE>
<S>                           <C>                                          <C>
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 (Principal
Bill I. Pennington            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 Accounting
Michael J. Stevens            Officer)
</TABLE>

                                       6
<PAGE>

                             INLAND RESOURCES INC.

                                 EXHIBIT INDEX
                                      TO
                        FORM S-8 REGISTRATION STATEMENT


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

4.1       Stock Option Agreement dated November 15, 1999 granted to William T.
          War by the Company, filed as Exhibit 10.15 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": 17184}]
{"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": "333-43430", "film-number": "691252"}, "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/WILLIAM T. WAR
                           (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               25,000                $5.25               $131,250                 $35
----------------------------------------------------------------------------------------------------------------
(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 (Principal
Bill I. Pennington            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 Accounting
Michael J. Stevens            Officer)
6
INLAND RESOURCES INC.

                                 EXHIBIT INDEX
                                      TO
                        FORM S-8 REGISTRATION STATEMENT

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

4.1       Stock Option Agreement dated November 15, 1999 granted to William T.
          War by the Company, filed as Exhibit 10.15 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.