As filed with the Securities and Exchange Commission on October 29, 1998
                                                Registration No. 333-


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                              ------------------

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

                              ------------------

                              HS RESOURCES, INC.
            (Exact name of registrant as specified in its charter)

                              ------------------

              DELAWARE                                 94-3036864
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                Identification Number)

                              ONE MARITIME PLAZA
                                  15TH FLOOR
                        SAN FRANCISCO, CALIFORNIA 94111
                                (415) 433-5795
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                  1997 PERFORMANCE AND EQUITY INCENTIVE PLAN
                             (Full title of plan)

                              ------------------


                                 With a copy to:
       JAMES M. PICCONE, ESQ.                  RONALD R. LEVINE, II, ESQ.
           GENERAL COUNSEL                     DAVIS, GRAHAM & STUBBS LLP
      1999 BROADWAY, SUITE 3600            370 SEVENTEENTH STREET, SUITE 4700
       DENVER, COLORADO 80202                    DENVER, COLORADO  80202
           (303) 296-3600                            (303) 892 -9400
 (Name, address, including zip code, and 
telephone number, including area code, of 
         agent for service)

                              ------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
                                                      Proposed        Proposed
                                         Amount        maximum         maximum
  Title of each class of                  to be    offering price     aggregate           Amount of
securities to be registered             registered   per share(1)  offering price(1)  registration fee
-------------------------------------------------------------------------------------------------------
<S>                                  <C>                <C>          <C>                    <C>   
Common Stock ($.001 par value)(2)... 1,475,000 shares   $9.25       $13,643,750            $3,793
=======================================================================================================
</TABLE>

(1) Estimated solely for the purposes of calculating the amount of the
    registration fee pursuant to Rule 457(h), based upon the closing price of
    the Company's Common Stock on October 27, 1998 as quoted on The New York
    Stock Exchange.

(2) Each share of Common Stock includes and is traded with one Series A Junior
    Preferred Stock Purchase Right which becomes exercisable only in the event,
    subject to certain exceptions, an acquiring party accumulates 15% or more of
    the Company's voting stock, or if a third party announces an offer to
    acquire 30% or more of the Company's voting stock.

<PAGE>

                               EXPLANATORY NOTE

    This Registration Statement covers the registration of 1,475,000 shares of
Common Stock of HS Resources, Inc., a Delaware corporation (the "Company"),
issuable pursuant to the Company's 1997 Performance and Equity Incentive Plan,
as amended and restated May 20, 1998.






<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

            The following documents filed or to be filed by HS Resources, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are hereby incorporated or deemed to be incorporated in this Registration
Statement by reference:

            (a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;

            (b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998;

            (c) The Company's Current Reports on Form 8-K, as filed with the
Commission on March 2, 1998, June 2, 1998, August 6, 1998, August 13, 1998,
September 3, 1998 and September 15, 1998;

            (d) The description of the Company's Common Stock contained in the
Company's Form 10, File No. 000-18886, as filed with the Commission on October
26, 1990;

            (e) The description of the Company's Series A Junior Preferred Stock
Purchase Rights contained in the Company's Form 8-A, File No. 1-13152, as filed
with the Commission on March 11, 1996 and amended on March 14, 1996.

            All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement indicating that all
securities offered under the Registration Statement have been sold, or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing of such documents.

            Any statement contained in a document incorporated by, 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 modified or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

4.          DESCRIPTION OF SECURITIES.

            Not applicable.


                                    II-1

<PAGE>

5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 145 of the Delaware General Corporation Law ("Delaware Law")
permits, subject to certain conditions, a corporation to indemnify its
directors, officers, employees and agents against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such director, officer, employee or agent in connection with the
threatened, pending or completed actions, suits and proceedings (other than
actions by or in the right of the corporation) in or to which any of such
persons is a party or is threatened to be made a party.

            Article 12 of the Company's Amended and Restated Certificate of
Incorporation and Article VI, Section 2 of the Company's Third Amended and
Restated Bylaws provide that the Company may indemnify its directors, officers,
employees and agents to the fullest extent permitted by Delaware Law.

            The Company currently maintains a policy insuring, subject to
certain exceptions, its directors and officers and the directors and officers of
its subsidiaries against liabilities that may be incurred by such persons acting
in such capacities.

            Pursuant to indemnification agreements, the Company has agreed to
indemnify its directors and certain officers against all costs, charges and
expenses incurred by reason of being a director or officer of the Company,
provided that indemnification is not prohibited in whole or in part under
applicable law.

7.          EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

8.          EXHIBITS.

             4.1* HS Resources, Inc. 1997 Performance and Equity Incentive Plan,
                  as amended and restated as of May 20, 1998.

             5.1  Opinion and Consent of Davis, Graham & Stubbs LLP.

            23.1  Consent of Counsel.  See Exhibit 5.1.

            23.2  Consent of Arthur Andersen LLP.

            23.3  Consent of Williamson Petroleum Consultants, Inc.

            23.4  Consent of Netherland, Sewell and Associates, Inc.


                                    II-2

<PAGE>


            24.1 Powers of Attorney. Included on Signature Page.

-------------------

(*)         Filed previously as Exhibit A to the Company's Amended Definitive
            Proxy Statement for its Annual Meeting of Stockholders held on May
            20, 1998, as filed with the Commission on April 27, 1998.

9.          UNDERTAKINGS.

            A.    The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to include
any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any additional or changed material
information on the plan of distribution, provided, however, that paragraphs
A(1)(i) and A(1)(ii) do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 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.

            (4)   That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in 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.

            B. The undersigned Registrant hereby undertakes that, 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 in Item 6 of this Registration Statement,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in 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.


                                    II-3

<PAGE>

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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 San Francisco, State of California, on the 29th day
of October, 1998.

                                    HS RESOURCES, INC.


                                    By:  /s/ Nicholas J. Sutton
                                       -----------------------------------------
                                         Nicholas J. Sutton
                                         Chairman of the Board and Chief 
                                         Executive Officer


                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints jointly and severally, Nicholas J. Sutton, P.
Michael Highum, James E. Duffy and James M. Piccone, or any of them, with full
power to act alone, his true and lawful attorneys-in-fact, with full power of
substitution, and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact or
either of them may lawfully do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
          SIGNATURE                            TITLE                               DATE

<S>                             <C>                                           <C>
/s/ Nicholas J. Sutton          Chairman of the Board and Chief               October 29, 1998
---------------------------     Executive Officer (Principal Executive
Nicholas J. Sutton              Officer)


/s/ P. Michael Highum           President and Director (Principal             October 29, 1998
---------------------------     Executive Officer)
P. Michael Highum               


                                    II-4

<PAGE>


/s/ James E. Duffy              Vice President-Finance, Chief                 October 29, 1998
---------------------------     Financial Officer and Director
James E. Duffy                  (Principal Financial Officer)


/s/ Annette M. Montoya          Vice President - Accounting/HR/OM             October 29, 1998
---------------------------     (Principal Accounting Officer)
Annette M. Montoya


/s/ Kenneth A. Hersh
---------------------------     Director                                      October 29, 1998
Kenneth A. Hersh


/s/ Michael J. Savage
---------------------------     Director                                      October 29, 1998
Michael J. Savage


/s/ Philip B. Smith
---------------------------     Director                                      October 29, 1998
Philip B. Smith

</TABLE>

                                    II-5


<PAGE>

                                 EXHIBIT INDEX

Exhibit
No.        Description
-------    -----------

5.1        Opinion and Consent of Davis, Graham & Stubbs LLP.

23.1       Consent of Counsel.  See Exhibit 5.1.

23.2       Consent of Arthur Andersen LLP.

23.3       Consent of Williamson Petroleum Consultants, Inc.

23.4       Consent of Netherland, Sewell and Associates, Inc.

24.1       Powers of Attorney.  Included on Signature Page.



                                    II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16306}]
{"company-data": {"conformed-name": "HS RESOURCES INC", "cik": "0000869295", "assigned-sic": "1311", "irs-number": "943036864", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66329", "film-number": "98733258"}, "business-address": {"street1": "ONE MARITIME PLAZA 15TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "4154335795"}, "mail-address": {"street1": "ONE MARITIME PLAZA 15TH FLOOR", "street2": "ONE MARITIME PLAZA 15TH FLOOR", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111"}}
As filed with the Securities and Exchange Commission on October 29, 1998
                                                Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                              ------------------

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

                              ------------------

                              HS RESOURCES, INC.
            (Exact name of registrant as specified in its charter)

                              ------------------

              DELAWARE                                 94-3036864
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                Identification Number)

                              ONE MARITIME PLAZA
                                  15TH FLOOR
                        SAN FRANCISCO, CALIFORNIA 94111
                                (415) 433-5795
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                  1997 PERFORMANCE AND EQUITY INCENTIVE PLAN
                             (Full title of plan)

                              ------------------

                                 With a copy to:
       JAMES M. PICCONE, ESQ.                  RONALD R. LEVINE, II, ESQ.
           GENERAL COUNSEL                     DAVIS, GRAHAM & STUBBS LLP
      1999 BROADWAY, SUITE 3600            370 SEVENTEENTH STREET, SUITE 4700
       DENVER, COLORADO 80202                    DENVER, COLORADO  80202
           (303) 296-3600                            (303) 892 -9400
 (Name, address, including zip code, and 
telephone number, including area code, of 
         agent for service)

                              ------------------

                        CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                                      Proposed        Proposed
                                         Amount        maximum         maximum
  Title of each class of                  to be    offering price     aggregate           Amount of
securities to be registered             registered   per share(1)  offering price(1)  registration fee
-------------------------------------------------------------------------------------------------------
Common Stock ($.001 par value)(2)... 1,475,000 shares   $9.25       $13,643,750            $3,793
=======================================================================================================
(1) Estimated solely for the purposes of calculating the amount of the
    registration fee pursuant to Rule 457(h), based upon the closing price of
    the Company's Common Stock on October 27, 1998 as quoted on The New York
    Stock Exchange.

(2) Each share of Common Stock includes and is traded with one Series A Junior
    Preferred Stock Purchase Right which becomes exercisable only in the event,
    subject to certain exceptions, an acquiring party accumulates 15% or more of
    the Company's voting stock, or if a third party announces an offer to
    acquire 30% or more of the Company's voting stock.
EXPLANATORY NOTE

    This Registration Statement covers the registration of 1,475,000 shares of
Common Stock of HS Resources, Inc., a Delaware corporation (the "Company"),
issuable pursuant to the Company's 1997 Performance and Equity Incentive Plan,
as amended and restated May 20, 1998.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

            The following documents filed or to be filed by HS Resources, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are hereby incorporated or deemed to be incorporated in this Registration
Statement by reference:

            (a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;

            (b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998;

            (c) The Company's Current Reports on Form 8-K, as filed with the
Commission on March 2, 1998, June 2, 1998, August 6, 1998, August 13, 1998,
September 3, 1998 and September 15, 1998;

            (d) The description of the Company's Common Stock contained in the
Company's Form 10, File No. 000-18886, as filed with the Commission on October
26, 1990;

            (e) The description of the Company's Series A Junior Preferred Stock
Purchase Rights contained in the Company's Form 8-A, File No. 1-13152, as filed
with the Commission on March 11, 1996 and amended on March 14, 1996.

            All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement indicating that all
securities offered under the Registration Statement have been sold, or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing of such documents.

            Any statement contained in a document incorporated by, 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 modified or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

4.          DESCRIPTION OF SECURITIES.

            Not applicable.

                                    II-1
5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 145 of the Delaware General Corporation Law ("Delaware Law")
permits, subject to certain conditions, a corporation to indemnify its
directors, officers, employees and agents against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such director, officer, employee or agent in connection with the
threatened, pending or completed actions, suits and proceedings (other than
actions by or in the right of the corporation) in or to which any of such
persons is a party or is threatened to be made a party.

            Article 12 of the Company's Amended and Restated Certificate of
Incorporation and Article VI, Section 2 of the Company's Third Amended and
Restated Bylaws provide that the Company may indemnify its directors, officers,
employees and agents to the fullest extent permitted by Delaware Law.

            The Company currently maintains a policy insuring, subject to
certain exceptions, its directors and officers and the directors and officers of
its subsidiaries against liabilities that may be incurred by such persons acting
in such capacities.

            Pursuant to indemnification agreements, the Company has agreed to
indemnify its directors and certain officers against all costs, charges and
expenses incurred by reason of being a director or officer of the Company,
provided that indemnification is not prohibited in whole or in part under
applicable law.

7.          EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

8.          EXHIBITS.

             4.1* HS Resources, Inc. 1997 Performance and Equity Incentive Plan,
                  as amended and restated as of May 20, 1998.

             5.1  Opinion and Consent of Davis, Graham & Stubbs LLP.

            23.1  Consent of Counsel.  See Exhibit 5.1.

            23.2  Consent of Arthur Andersen LLP.

            23.3  Consent of Williamson Petroleum Consultants, Inc.

            23.4  Consent of Netherland, Sewell and Associates, Inc.

                                    II-2
24.1 Powers of Attorney. Included on Signature Page.

-------------------

(*)         Filed previously as Exhibit A to the Company's Amended Definitive
            Proxy Statement for its Annual Meeting of Stockholders held on May
            20, 1998, as filed with the Commission on April 27, 1998.

9.          UNDERTAKINGS.

            A.    The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to include
any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any additional or changed material
information on the plan of distribution, provided, however, that paragraphs
A(1)(i) and A(1)(ii) do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 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.

            (4)   That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in 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.

            B. The undersigned Registrant hereby undertakes that, 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 in Item 6 of this Registration Statement,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in 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.

                                    II-3
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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 San Francisco, State of California, on the 29th day
of October, 1998.

                                    HS RESOURCES, INC.

                                    By:  /s/ Nicholas J. Sutton
                                       -----------------------------------------
                                         Nicholas J. Sutton
                                         Chairman of the Board and Chief 
                                         Executive Officer

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints jointly and severally, Nicholas J. Sutton, P.
Michael Highum, James E. Duffy and James M. Piccone, or any of them, with full
power to act alone, his true and lawful attorneys-in-fact, with full power of
substitution, and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact or
either of them may lawfully do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                            TITLE                               DATE
/s/ Nicholas J. Sutton          Chairman of the Board and Chief               October 29, 1998
---------------------------     Executive Officer (Principal Executive
Nicholas J. Sutton              Officer)

/s/ P. Michael Highum           President and Director (Principal             October 29, 1998
---------------------------     Executive Officer)
P. Michael Highum               

                                    II-4
/s/ James E. Duffy              Vice President-Finance, Chief                 October 29, 1998
---------------------------     Financial Officer and Director
James E. Duffy                  (Principal Financial Officer)

/s/ Annette M. Montoya          Vice President - Accounting/HR/OM             October 29, 1998
---------------------------     (Principal Accounting Officer)
Annette M. Montoya

/s/ Kenneth A. Hersh
---------------------------     Director                                      October 29, 1998
Kenneth A. Hersh

/s/ Michael J. Savage
---------------------------     Director                                      October 29, 1998
Michael J. Savage

/s/ Philip B. Smith
---------------------------     Director                                      October 29, 1998
Philip B. Smith
II-5
EXHIBIT INDEX

Exhibit
No.        Description
-------    -----------

5.1        Opinion and Consent of Davis, Graham & Stubbs LLP.

23.1       Consent of Counsel.  See Exhibit 5.1.

23.2       Consent of Arthur Andersen LLP.

23.3       Consent of Williamson Petroleum Consultants, Inc.

23.4       Consent of Netherland, Sewell and Associates, Inc.

24.1       Powers of Attorney.  Included on Signature Page.

                                    II-6