KEY PRODUCTION CO INC
8-K, 1996-04-12
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        


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                                    Form 8-K
                                        
               CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                                        

        Date of Report (Date of earliest event reported) March 28, 1996
                                        


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                          KEY PRODUCTION COMPANY, INC.

                         Commission file number 0-17162


   A Delaware Corporation                         IRS Employer No. 84-1089744



                         One Norwest Center, 20th Floor
                              1700 Lincoln Street,
                             Denver, CO 80203-4520
                        Telephone Number (303) 837-0779
                                        



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Item 2.  Acquisition or Disposition of Assets
         ------------------------------------
 
             In special meetings held on March 28, 1996, the stockholders of
             Brock Exploration Corporation approved a merger with a subsidiary
             of Key Production Company, Inc., and the stockholders of Key
             Production Company, Inc. approved the issuance of 2,800,000 shares
             of common stock. Substantially the same information required by
             this Form 8-K concerning the merger was previously reported in the
             Registrant's Joint Proxy Statement dated February 13, 1996, which
             is incorporated by reference as Exhibit 20.1 to this Current
             Report.
 
Item 7.  Financial Statements and Exhibits
         ---------------------------------


        a.   Financial Statements of Businesses Acquired
 
             The Financial statements of the business acquired are incorporated
             by reference from the Registrant's Joint Proxy Statement dated
             February 13, 1996.

        b.   Pro Forma Financial Information

             The required pro forma information is incorporated by reference
             from the Registrant's Joint Proxy Statement dated February 13,
             1996.

         c.  Exhibits

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

             20.1           Registrant's Proxy Statement dated February 13, 1996
                            (incorporated by reference from the Registrant's
                            Proxy Statement dated February 13, 1996 (SEC File
                            No. 333-00889) filed with the Securities and
                            Exchange Commission on February 15, 1996).
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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: April 12, 1996          KEY PRODUCTION COMPANY, INC.



                              By:  /s/ Monroe W. Robertson
                                 --------------------------------
                                    Monroe W. Robertson
                                    Senior Vice President and
                                    Corporate Secretary


                              By:   /s/ Cathy L. Anderson
                                  -------------------------------
                                    Cathy L. Anderson
                                    Controller and Chief
                                    Accounting Officer
 


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