<PAGE>
As filed with the Securities and Exchange Commission on May 24, 1996
File No.: 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
Key Production Company, Inc.
------------------
(Exact name of registrant as specified in its charter)
Delaware 84-1089744
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Norwest Center, 20th Floor
1700 Lincoln Street
Denver, Colorado 80203-4520
(303) 837-0779
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------
[CAPTION]
<TABLE>
<S> <C>
Cathy L. Anderson, Controller Copies of all communications, including all communications
Key Production Company, Inc. sent to the agent for service, should be sent to:
1700 Lincoln Street , 20th Floor
Denver, Colorado 80203-4520 Nick Nimmo, Esq.
(303) 837-0779 Holme Roberts & Owen LLC
(Name, address, including zip code, and telephone 1700 Lincoln, Suite 4100
number, including area code, of agent for service) Denver, CO 80203
Tel. (303) 861-7000
Fax (303) 866-0200
</TABLE>
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ x ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum Amount of
Title of each class of Amount to be offering price aggregate registration
securities to be registered registered per share(1) offering fee
price(1)
- -----------------------------------------------------------------------------------------------
Common Stock, $.25 par value 868,654 shares $6.8125 $5,917,706 $2,041
- -----------------------------------------------------------------------------------------------
</TABLE>
___________
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
Subject to Completion, dated May 20, 1996
Prospectus
KEY PRODUCTION COMPANY, INC.
868,654 Shares of Common Stock, $.25 par value
___________________
All of the 868,654 shares (the "Shares") of the common stock ($.25 par
value per share) (the "Common Stock") of KEY PRODUCTION COMPANY, INC. (the
"Company") offered hereby are being sold by Lawrence E. Brock, Jr., Lawrence E.
Brock, Jr. as Trustee for the Lawrence E. Brock III Trust II, the Lawrence E.
Brock, Jr. and Lorena Brock Irrevocable Trust and the Lawrence E. Brock and
Lorena Rowan Brock- Trust No. 2-A (the "Selling Stockholders"). The registration
of the Shares does not necessarily mean that any of such Shares will be offered
or sold by the Selling Stockholders. The Shares will be offered by the Selling
Stockholders from time to time (i) on the Nasdaq National Market, where the
Common Stock is listed, or elsewhere, at fixed prices which may be changed, at
market prices prevailing at the time of offer and sale, at prices related to
such prevailing market prices or at negotiated prices and (ii) in negotiated
transactions, through the writing of options on the Shares, or a combination of
such methods of sale. The Selling Stockholders may effect such transactions by
offering and selling the Shares directly or to or through securities broker-
dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agent or to
whom the Selling Stockholders may sell as principal, or both (which compensation
as to a particular broker-dealer might be in excess of customary commissions).
See "The Selling Stockholders" and "Sale of Shares." The last reported sale
price of the Common Stock on the Nasdaq National Market on May 21, 1996 was
$6.875.
All Shares offered hereby were issued by the Company to the Selling
Stockholders in connection with the merger of a subsidiary of the Company into
Brock Exploration Corporation in an offering of common stock by the Company
registered under the Securities Act of 1933, as amended (the "Securities Act").
The Company agreed to register the Shares promptly after closing of the merger.
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Company has agreed to bear
all expenses in connection with the registration and sale of the Shares being
offered by the Selling Stockholders other than compensation payable to
securities broker-dealers by the Selling Stockholders and/or the purchasers of
the Shares, any securities broker-dealer expense allowances and fees and
expenses of counsel (and other advisers) to the Selling Stockholders and
transfer taxes. The Company has agreed to indemnify the Selling Stockholders
against certain liabilities, including liabilities under the Securities Act.
See "Sale of Shares."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is _________, 1996.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
No persons have been authorized to give any information or to make any
representation not contained in this Prospectus in connection with the offering
of securities made hereby and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or any other person. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities by any person in any
jurisdiction in which it is unlawful to make any such offer or solicitation of
an offer. Neither the delivery of this Prospectus nor any distribution of
securities offered hereby shall, under any circumstances, create an implication
that there has been no change in the affairs of the Company since the date
hereof or that the information herein is correct as of any time subsequent to
its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed with the Commission may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at 7 World Trade Center, New York, New York 10048, and Suite
1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661. Copies
of such material also can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
In addition, material filed by the Company can be inspected at the offices of
the Nasdaq National Market, 1735 K Street, N.W., Washington, D.C. 20006, on
which the Company's Common Stock is listed.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with any amendments thereto, the "Registration Statement")
under the Securities Act with respect to the securities to be issued pursuant to
this Prospectus. This Prospectus does not contain all the information set forth
in the Registration Statement. Such additional information may be inspected and
copied at the aforementioned facilities of the Commission. Statements contained
in this Prospectus as to the contents of any contract or other document referred
to herein or therein are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement or such other document, each such
statement being qualified in its entirety by such reference. All references
herein to the Company include the Company and its wholly-owned subsidiaries.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions thereof filed with the Commission
by the Company pursuant to the Exchange Act are incorporated by reference in
this Prospectus:
2
<PAGE>
1. Key Production's Annual Report on Form 10-K for its fiscal year ended
December 31, 1995.
2. Key Production's Quarterly Report on Form 10-Q for its fiscal quarter ended
March 31, 1996.
3. Key Production's Current Reports on Form 8-K dated January 3 and March 28,
1996.
4. Key Production's Form 8-A filed September 2, 1988.
All documents and reports subsequently filed with the Commission by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus shall be deemed to be incorporated by reference in
this Prospectus and to be part hereof from the date of filing such documents or
reports.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus 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) 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 Prospectus.
This Prospectus incorporates by reference documents which are not
presented herein or delivered herewith. Copies of these documents (other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference) are available to any person, including any beneficial owner, to whom
this Prospectus is delivered, on written or oral request, without charge,
directed to Monroe W. Robertson, Secretary, One Norwest Center, 20th Floor, 1700
Lincoln Street, Denver, Colorado 80203-4520 (Telephone (303) 837-0779).
THE COMPANY
The Company is an independent oil and gas company engaged in oil and
gas exploration, development and production in the continental United States.
The Company's exploration interests are spread over 13 states with primary focus
areas in the Anadarko Basin of Oklahoma, the Rocky Mountain region, the Gulf
Coast, and the Sacramento Basin in California.
The principal executive offices of the Company, a Delaware corporation,
are located at One Norwest Center, 20th Floor, 1700 Lincoln Street, Denver,
Colorado 80203-4520, and its telephone number at such offices is (303) 837-0779.
USE OF PROCEEDS
The Company will not receive any proceeds from this offering. All the
proceeds from the sale of the Shares will be received by the Selling
Stockholders.
3
<PAGE>
THE SELLING STOCKHOLDERS
The following table sets forth certain information regarding the
Selling Stockholders and the Shares offered by the Selling Stockholders pursuant
to this Prospectus. Since the Selling Stockholders may sell all, some or none of
their Shares, no estimate can be made of the number of Shares that are to be
offered hereby or that will be owned by each Selling Stockholder upon completion
of the offering to which this Prospectus relates.
<TABLE>
<CAPTION>
Name of Selling Number of Shares
Stockholder Beneficially Owned
- --------------------------------------------------------------------------------
<S> <C>
The Lawrence E. Brock, Jr. and Lorena Brock 616,355
Irrevocable Trust
- --------------------------------------------------------------------------------
Lawrence E. Brock, Jr. 689
- --------------------------------------------------------------------------------
Lawrence E. Brock, Jr., Trustee 27,588
for the Lawrence E. Brock III
Trust II
- --------------------------------------------------------------------------------
The Lawrence E. Brock and Lorena Rowan Brock 224,022
- - Trust No. 2-A
- --------------------------------------------------------------------------------
</TABLE>
___________________________
As required by the Stockholders Agreement, the Company has filed the
registration statement of which the prospectus forms a part, with respect to the
sale of the Shares. The Company has agreed to use its best efforts to keep the
registration statement current and effective through March 28, 1998, with
certain exceptions.
SALE OF SHARES
All of the Shares offered hereby are being sold by the Selling
Stockholders. The Shares will be offered by the Selling Stockholders from time
to time (i) on the Nasdaq National Market, where the Common Stock is listed, or
elsewhere, at fixed prices which may be changed, at market prices prevailing at
the time of offer and sale, at prices related to such prevailing market prices
or at negotiated prices and (ii) in negotiated transactions, through the writing
of options on the Shares, or a combination of such methods of sale. The Selling
Stockholders may effect such transactions by offering and selling the Shares
directly or to or through securities broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions, or commissions from
the Selling Stockholders and/or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom the Selling Stockholders may sell as
principal, or both (which compensation as to a particular broker-dealer might be
in excess of customary commissions). Upon the Company being notified by any
Selling Stockholder that a material arrangement has been entered into with a
broker or dealer for the sale of Shares, a Prospectus Supplement will be filed,
if required, pursuant to Rule 424(c) under the Securities Act, disclosing (a)
the name of each such broker-dealer, (b) the number of Shares involved, (c) the
price at which Shares were sold, (d) the commissions paid or discounts or
concessions
4
<PAGE>
allowed to such broker-dealer(s), where applicable, and (e) other facts material
to the transaction. See "The Selling Stockholders."
The Selling Stockholders and any broker-dealers who act in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them and profit on any resale of the Shares as principal might be deemed to
be underwriting discounts and commissions under the Securities Act. The Company
has agreed to indemnify the Selling Stockholders and any securities broker-
dealers who may be deemed to be underwriters against certain liabilities,
including liabilities under the Securities Act as underwriters or otherwise.
The Company has advised the Selling Stockholders that they and any
securities broker-dealers or others who may be deemed to be statutory
underwriters will be subject to the Prospectus delivery requirements under the
Securities Act. The Company has also advised the Selling Stockholders that in
the event of a "distribution" of the Shares, the Selling Stockholders, any
"affiliated purchasers," and any broker-dealer or other person who participates
in such distribution may be subject to Rule 10b-6 under the Exchange Act until
his or its participation in that distribution is completed. A "distribution" is
defined in Rule 10b-6(c)(5) as an offering of securities "that is distinguished
from ordinary trading transactions by the magnitude of the offering and the
presence of special selling efforts and selling methods." Rule 10b-6 makes it
unlawful for any person who is participating in a distribution to bid for or
purchase stock of the same class as is the subject of the distribution. The
Company has also advised the Selling Stockholders that Rule 10b-7 under the 1934
Act prohibits any "stabilizing bid" or "stabilizing purchase" for the purposes
of pegging, fixing or stabilizing the price of the Common Stock in connection
with this offering.
EXPERTS
The financial statements of the Company as of December 31, 1994 and
1995 and for each of the three years in the period ended December 31, 1995,
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995, incorporated by reference in this prospectus and in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
report. Reference is made to said report, which includes an explanatory
paragraph with respect to the change in the method of accounting for income
taxes as discussed in Note 3 to the financial statements.
5
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Holme Roberts & Owen LLC, 1700 Lincoln Street, Suite 4100,
Denver, Colorado 80203.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table shows the estimated expenses to be incurred in
connection with the issuance of the securities being registered:
<TABLE>
<CAPTION>
<S> <C>
Registration Fee--SEC $2,041
Printing Expenses $ 500
Accountants' Fees and Expenses $1,000
Legal Fees and Expenses $3,000
Miscellaneous $ 500
Total Costs $7,041
</TABLE>
All of the above expenses except the SEC registration fee are estimated.
Item 15. Indemnification of Directors and Officers
Under Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees and agents in
connection with threatened, pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action
by or in right of the corporation), brought against them by reason of the fact
that they were or are such directors, officers, employees or agents, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred in any such action, suit or proceeding. Article 6 of Key
Production's Bylaws provides for indemnification of each person who is or was or
is threatened to be made a party to any threatened, pending or completed civil,
administrative, criminal, arbitrative or investigative action, suit or
proceeding because such person is or was a director, officer or employee of Key
Production or is or was serving at the request of Key Production as a director,
officer, partner, trustee, fiduciary, agent or employee of another corporation
or of a partnership, joint venture, trust, employee benefit plan or other
enterprise, against judgments, fines, penalties, amounts paid in settlement,
reasonable expenses and other liabilities arising in connection with such
action, suit or proceeding, to the fullest extent permitted by law.
Key Production also maintains policies of directors and officers liability
insurance.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. Article IV of the Key Production's Charter contains
such a provision.
II-1
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
5.1 Opinion of Holme Roberts & Owen LLC as to the shares of common
stock being registered.
10.1 Stockholder Agreement executed by the Lawrence E. Brock and
Lorena Rowan Brock-Trust No. 2-A. Incorporated by reference from Exhibit 2.2
to the Registration Statement on Form S-4 of the Registrant, File No. 333-
00889.
23.1 Consent of Arthur Andersen LLP.
23.2. The consent of Holme Roberts & Owen LLC to all references
made to them in the Prospectus is contained in their opinion which is Exhibit
5.1 to this Registration Statement.
- --------------------
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, 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.
The undersigned Registrant hereby undertakes:
(a) 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
Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;
and
(iii) to include any 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 paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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 section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(b) That for the purpose of determining any liability under the 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.
(c) 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.
(d) For the purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as a part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Act shall be deemed to be a part of this Registration Statement as of
the time it was declared effective.
(e) For the purposes of determining any liability under the Act,
each post-effective amendment that contains a form of prospectus 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.
(f) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Denver, Colorado on the
20th day of May, 1996.
Key Production Company, Inc.
By /s/ F.H. Merelli
-------------------------------------
F.H. Merelli
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 20, 1996:
<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE
- ------------------------------- -----------------------------------------------
<S> <C>
/s/ F.H. Merell Chairman, President and Chief Executive Officer
- --------------------- (Principal Executive Officer)
F. H. Merelli
/s/ Monroe W. Robertson Senior Vice President and Secretary
- -------------------------- (Principal Financial Officer)
Monroe W. Robertson
/s/ Cathy L. Anderson Controller
- ------------------------ (Principal Accounting Officer)
Cathy L. Anderson
/s/ Cortlandt S. Dietler Director
- ---------------------------
Cortlandt S. Dietler
/s/ Timothy J. Moylan Director
- ---------------------------
Timothy J. Moylan
</TABLE>
II-3
<PAGE>
May 20, 1996
Key Production Company, Inc.
One Norwest Center, 20th Floor
1700 Lincoln Street
Denver, Colorado 80203-4520
Gentlemen:
Reference is made to the registration statement on Form S-3 filed with
the Securities and Exchange Commission (the "Commission") on May 20, 1996 by Key
Production Company, Inc., a Delaware corporation (the "Company"), for the
purpose of registering under the Securities Act of 1933, as amended (the Act"),
868,654 shares of the Company's common stock, $0.25 par value (the "Common
Stock").
As counsel for the Company, we have examined such documents and
reviewed such questions of law as we have considered necessary or appropriate
for the purpose of this opinion. Based on the foregoing, we are of the opinion
that the shares of the Common Stock to be sold by the Company pursuant to the
prospectus contained in the Registration Statement (the "Prospectus") have been
validly authorized for issuance and, when issued against receipt of the purchase
price described in the Prospectus, will be legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to us under the
caption "Legal Matters" in the Prospectus. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or under the rules and regulations of the
Commission.
We do not express an opinion on any matters other than those expressly
set forth in this letter.
Very truly yours,
Holme Roberts & Owen LLC
By /s/ Nick Nimmo
------------------------------
Nick Nimmo, Member
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February
28, 1996 included in Key Production Company, Inc.'s Form 10-K for the
year ended December 31, 1995 and to all references to our Firm included
in this registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado
May 20, 1996.
