<PAGE>
EXHIBIT 23.2
CONSENT OF
HEIN + ASSOCIATES LLP RELATING TO
ISSUANCE OF SHARES OF SECURITIES PURSUANT TO THE ABOVE
RETAINER AGREEMENT
<PAGE>
CONSENT OF
INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 22, 2000,
relating to the consolidated financial statements of Beta Oil & Gas, Inc.,
included in the Annual Report on Form 10-K for the period from inception (June
6, 1997) to December 31, 1997 and for the years ended December 31, 1998 and
1999.
/s/ Hein + Associates LLP
--------------------------------
HEIN + ASSOCIATES LLP
Orange, California
Date: September 1, 2000