SHEFFIELD EXPLORATION CO INC
8-A12B, 1996-05-24
CRUDE PETROLEUM & NATURAL GAS
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934

SHEFFIELD EXPLORATION COMPANY, INC.
(Exact name of registrant as specified in its charter)

          Delaware                             06-1052062       
 (State or other jurisdiction of          (I.R.S. Employer
       incorporation or organization)     Identification No.)

       1801 Broadway, Suite 600, Denver, CO           80202 
       (Address of principal executive offices)     (Zip Code)

If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. [ ]

If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check the following
box. [ ]

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered:
Common Stock, $0.01 Par Value

Name of each exchange on which each class is to be registered:
American Stock Exchange


Securities to be registered pursuant to Section 12(g)
of the Act: None.

Item 1:     Description of Registrant's Securities to be Registered

Incorporated herein by reference to the section titled "Description of
Sheffield Capital Stock" of the Registrant's Registration Statement on
Form S-4, Registration No. 333-03195.


Item 2:     Exhibits

            Exhibits filed with the American Stock Exchange:

            1.   The Registrant's Annual Report on Form 10-K for the
                 fiscal year ended June 30, 1995, as amended.

            2.   The Registrant's Quarterly Reports on Form 10-Q for the
                 quarters ended September 30, 1995, December 31, 1995 and
                 March 31, 1996.

            3.   The Registrant's Current Reports on Form 8-K dated
                 October 13, 1995 and February 7, 1996.

            4.   Proxy Statement for the Annual Meeting of Shareholders
                 held December 5, 1995.

            5.   Restated Certificate of Incorporation.

            6.   By-laws, as amended.

            7.   Specimen of security being registered.

            8.   The Registrant's Annual Report to Shareholders with
                 repect to its fiscal year ended June 30, 1995.

            9.  The section titled "Description of Sheffield Capital
                 Stock" of the Registrant's Registration Statement on
                 Form S-4, Registration No. 333-03195.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.

SHEFFIELD EXPLORATION COMPANY, INC.


By:    /s/ J. Samuel Butler             
       Name: J. Samuel Butler
       Title: President and Chief
            Executive Officer

Dated: May 23, 1996



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