Rule 424(b)(3)             
                                               Registration No. 33-84766


                                SUPPLEMENT
                                    TO
                    PROSPECTUS OF INLAND RESOURCES INC.
                          Dated October 17, 1994


     This Supplement amends the Prospectus of Inland Resources Inc. 
("Inland") dated October 17, 1994 relating to the sale of 6,000,000 
shares of Inland's Common Stock by Energy Management Corporation. 

     The Selling Stockholder is changed from Energy Management Corporation to
Woodstead Associates II, L.P. ("Selling Stockholder").  Arthur J. Pasmas
continues to be Selling Stockholder's nominee to Inland's Board of Directors. 



























              The date of this Supplement is May 26, 1995.  



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