BENTON OIL & GAS CO, S-3/A, 1996-02-12

BENTON OIL & GAS CO
S-3/A, 1996-02-12
CRUDE PETROLEUM & NATURAL GAS

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As filed with the Securities and Exchange Commission on February 12, 1996
Registration No. 333-135

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Amendment No. 1
to
Form S - 3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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BENTON OIL AND GAS COMPANY
(Exact name of registrant as specified in charter)
<TABLE>

<C> <C>
Delaware 77-0196707
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

1145 Eugenia Place A.E. Benton, C.E.O.
Suite 200 1145 Eugenia Place
Carpinteria, California 93013 Suite 200
(805) 566-5600 Carpinteria, California 93013
(Address, including zip code, and telephone (805) 566-5600
number, including area code, of registrant's (Name, address, including zip code, and
principal executive offices) telephone number, including area code, of agent
for service)
</TABLE>

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Copies to:
Jack A. Bjerke
Emens, Kegler, Brown, Hill & Ritter Co., L.P.A.
65 East State Street, Suite 1800
Columbus, Ohio 43215
(614) 462-5400

Approximate date of commencement of proposed sale to 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 to be
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]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Title of each Class of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 444,000 $13.13 $5,829,720 $2,011 (3)
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</TABLE>

<PAGE> 2

1. The shares to be registered hereunder are issuable by the
Company upon the exercise of certain outstanding warrants which,
pursuant to the terms of the Warrant Agreements, were not exercisable
until one year from the date of issuance of the Warrants.

2. Estimated pursuant to paragraphs (c) and (g) of Rule 457
promulgated under the Securities Act of 1933, as amended, solely for
purposes of calculating the registration fee, based upon the average of
the high and low sale prices at which shares of Common Stock were sold
on February 7, 1996 on the NASDAQ National Market.

3. Of the Registration Fee, $1,743 was paid with the initial filing
of the Registration Statement on January 10, 1996 and $268 is paid with
the filing of this Amendment No. 1 to the Form S-3 Registration
Statement.

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<PAGE> 3
Subject to Completion

February 12, 1996
444,000 Shares

BENTON OIL AND GAS COMPANY
COMMON STOCK

This Prospectus relates to the offering of an aggregate of 444,000 shares of
Common Stock, $.01 par value, of Benton Oil and Gas Company (the "Company"),
offered to and for the account of certain stockholders of the Company (the
"Selling Stockholders"). The shares are issuable by the Company upon the
exercise of certain outstanding warrants (the "Warrants") issued to partners of
the Benton Oil & Gas Private Drilling Partnership 1989-3, L.P. and the Benton
Oil & Gas Private Drilling Partnership 1990-1, L.P. (collectively, the
"Partnerships") upon dissolution of the Partnerships. Pursuant to the terms of
the Warrants, the Warrants were not exercisable until one year after the date
of issuance of the Warrants. This Prospectus is to be used for the offer and
issuance of shares of Common Stock upon the exercise of the Warrants (the
"Shares") and for the public resale of the Shares so issued by the Selling
Stockholders. The Company will receive an aggregate of $4,440,000, assuming all
Warrants are exercised. The Company will not receive any proceeds from the sale
of the Shares offered by the Selling Stockholders. See "Use of Proceeds,"
"Selling Stockholders" and "Plan of Distribution."

The Shares may be sold from time to time by the Selling Stockholders, or by the
pledgees, transferees or other successors in interest. Such sales may be made
on the NASDAQ National Market or in the over-the-counter market, or otherwise
at prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Shares may be sold by one or
more of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange transaction in accordance
with the rules of such exchange; (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (e) secondary
distributions. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts from the Selling Stockholders
in amounts to be negotiated immediately prior to the sale and which are not
expected to exceed those customary in the type of transactions involved. Such
brokers or dealers and any other participating brokers or dealers acting for
the Selling Stockholders may be deemed to be "underwriters' within the meaning
of the Securities Act of 1933, as amended (the "Act") in connection with such
sales, and any commissions, discounts, concessions or profits received by them
may be deemed to be underwriting compensation under the Act.

The Shares are being offered by the Company and the Selling Stockholders
without any underwriting discounts or commissions.

All expenses of registration of the Shares, estimated to be approximately
$14,000, shall be borne by the Company. Normal commission expenses and
brokerage fees, as well as the fees of counsel to the Selling Stockholders, if
any, and any applicable transfer taxes, are payable individually by the Selling
Stockholders.

On February 8, 1996 the last sale price of the Company's Common Stock on NASDAQ
National Market was $12.75 per share.

SEE "RISK FACTORS" AT PAGE 9 FOR INFORMATION THAT SHOULD BE CONSIDERED BY
PROSPECTIVE PURCHASERS.

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.

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<TABLE>
<CAPTION>
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Price to Public(1) Underwriting Discounts
and Company Proceeds to Company
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<S> <C> <C> <C>
Per Share.......................... $10.00 $0 $10.00
Total (2).......................... $4,440,000 $0 $4,440,000
- ----------------------------------------------------------------------------------------------------

<FN>
(1) Represents exercise price of Warrants.
(2) Assumes that all warrants are exercised.

</TABLE>

The date of this Prospectus is __________, 1996

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AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Commission. Reports, proxy statements
and other information statements filed by the Company with the Commission
pursuant to the informational requirements of the Exchange Act may be inspected
and copied at the public reference facilities maintained by the Commission, at
Room 1024, Judiciary Plaza Building, 450 Fifth Street, N.W., Washington, D.C.
20549, and the following regional offices of the Commission: 7 World Trade
Center, New York, New York 10048 and 500 West Madison Street, 14th Floor,
Chicago, Illinois 60661. Copies of such material may be obtained at prescribed
rates from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza Building, 450 Fifth Street, N.W., Washington, D.C. 20549.

The Company has filed with the Commission a Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act with respect to the
Securities. This Prospectus, filed as part of the Registration Statement, does
not contain all the information set forth in the Registration Statement and the
exhibits and schedules thereto, certain portions of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Securities, reference is made
to the Registration Statement and to the exhibits and schedules thereto, which
may be inspected at the Commission's offices without charge or copies of which
may be obtained from the Commission upon payment of the prescribed fees.
Statements made in the Prospectus as to the contents of any contract, agreement
or document referred to 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, and each such statement is qualified in
its entirety by such reference.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents, heretofore filed by the Company with the Securities
and Exchange Commission (the "Commission") pursuant to the Exchange Act, are
hereby incorporated by reference, except as superseded or modified herein (i)
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994, as amended by Forms 10-K/A on May 2, 1995 and July 11, 1995; (ii) the
Company's Current Report on Form 8-K filed April 17, 1995; (iii) the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; (iv) the
Company's Current Report on Form 8-K filed May 31, 1995; (v) the Company's
Registration Statement on Form 8-A filed on May 4, 1995, effective May 19,
1995; (vi) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995; (vii) the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995;(viii) the Company's Current Report on Form
8-K filed January 8, 1996, (ix) the Company's Current Report on Form 8-K filed
on January 12, 1996; and (x) the description of Common Stock contained in the
Company's Registration Statements and amendments filed pursuant to the Exchange
Act on March 17, 1989, May 14, 1991 and May 15, 1992.

Each document filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the
termination of the offering shall be deemed to be incorporated by reference in
this Prospectus and shall be part hereof from the date of filing of such
document. Any statement contained in the documents incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or in
any other subsequently filed document that 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 the Prospectus.

The Company undertakes to provide, without charge, to each person, including
any beneficial owner, to whom a copy of this Prospectus is delivered, upon
written or oral request of such person, a copy of any and all of the documents
or information referred to above that has been or may be incorporated by
reference in this Prospectus (excluding exhibits to such documents unless such
exhibits are specifically incorporated by reference). Requests should be
directed to Benton Oil and Gas Company, 1145 Eugenia Place, Suite 200,
Carpinteria, California 93013 (the principal executive offices of the Company),
telephone (805) 566-5600, Attn: Corporate Secretary.

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TABLE OF CONTENTS

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Page
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AVAILABLE INFORMATION ..........................................5

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ..............5

PROSPECTUS SUMMARY .............................................7

RISK FACTORS ...................................................9

THE COMPANY ....................................................14

USE OF PROCEEDS ................................................14

SELLING STOCKHOLDERS ...........................................14

PLAN OF DISTRIBUTION ...........................................24

LEGAL MATTERS ..................................................25

EXPERTS ........................................................25

GLOSSARY .......................................................26

</TABLE>

No person has been authorized to give any information or make any
representation other than those contained in this Prospectus, and, if given or
made, such information or representation must not be relied upon as having been
authorized by the Company or by any underwriter, agent or dealer. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, the securities registered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof.

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PROSPECTUS SUMMARY

The following summary should be read in conjunction with, and is qualified in
its entirety by, the more detailed information and Consolidated Financial
Statements and related notes thereto appearing elsewhere in this Prospectus or
incorporated herein by reference. See the Glossary included elsewhere in this
Prospectus for definitions of certain oil and gas terms. Unless the context
otherwise requires or as otherwise specified herein, all references to the
"Company" refer to Benton Oil and Gas Company and its subsidiaries.

THE COMPANY

Benton Oil and Gas Company is primarily engaged in the development and
production of oil and gas properties. The Company's operations are focused in
the eastern region of Venezuela, the Gulf Coast region of Louisiana and the
West Siberia region of Russia. At December 31, 1994, the Company's Proved
Reserves of 81.2 MMBOE consisted of 78.5 MMBbl of oil and 16.1 Bcf of natural
gas. The Company's Proved Reserves, net of production, have increased from 14.8
MMBOE at December 31, 1990 to 81.2 MMBOE through purchases of
reserves-in-place, awards of development contracts, the acquisition of an
additional equity interest in the Company's Venezuelan subsidiary, discoveries
of oil and natural gas reserves, extensions of existing producing fields and
revisions of previously estimated reserves. The Standardized Measure of
Discounted Future Net Cash Flows, Before Provision for Income Taxes, relating
to the Company's Proved Reserves at December 31, 1994 was approximately $336.3
million.

BUSINESS STRATEGY

The Company's business strategy is to operate in niche markets where it can
further develop existing oil and gas fields and seek new reserves in areas of
low geologic risk. The Company implements this strategy through the in-house
design and interpretation of 3-D Seismic surveys, combined with well
recompletions and exploration and development drilling. The Company believes
that because of its concentration on 3-D Seismic technology and the training
and qualifications of its management and technical team, the Company has gained
access to projects it otherwise would not have enjoyed and has a competitive
advantage in finding and developing reserves on an economic basis. The
Company's Finding Costs for its Proved Reserves from inception to December 31,
1994 were $1.35 per BOE. The Company's estimate of Future Development Costs for
its non-producing Proved Reserves at December 31, 1994 was $1.23 per BOE, which
the Company believes continues to give it a competitive advantage in finding
and developing reserves.

In the U.S., the Company integrates 3-D Seismic technology with subsurface
geologic data from previously drilled wells. This geophysical evaluation
enables the Company to identify previously undetected reserves in existing
fields. Internationally, the Company seeks participation in projects with
significant reserve potential in areas with low geologic risk and known Proved
Reserves where, in certain situations, the company can add value by employing
modern exploration, drilling, completion and production techniques. The Company
has formed ventures with local foreign partners in an effort to reduce risk,
control costs, and facilitate local transactions. The Company continues to
evaluate joint venture opportunities with domestic and foreign partners to
implement its business strategy.

VENEZUELAN OPERATIONS

Approximately 75% of the Company's Proved Reserves are located in Eastern
Venezuela in the Uracoa, Bombal and Tucupita Fields in the South Monagas Unit.
In July 1992, the Company, together with a Venezuelan construction and
engineering company, Venezolana de Inversiones y Construcciones Clerico, C.A.
("Vinccler"), entered into an operating service agreement with Lagoven, S.A.
("Lagoven"), an affiliate of the national oil company, Petroleos de Venezuela,
S.A. ("PDVSA") to reactivate and further develop the three Venezuelan oil
fields. The Company was the first U.S. company to be awarded an oil field
development and production contract in Venezuela since that country's oil field
reactivation program was announced in 1991. Under the terms of the

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contract, Benton-Vinccler, C.A., the Company's 80% owned subsidiary
("Benton-Vinccler"), is a contractor for Lagoven. Benton-Vinccler receives an
operating fee in U.S. dollars for each Bbl of crude oil produced (subject to
periodic adjustments to reflect changes in the special energy index of the U.S.
Consumer Price Index) and will be reimbursed in U.S. dollars for its capital
expenditures, provided such operating fee and capital recovery fee cannot exceed
the maximum dollar amount per Bbl set forth in the agreement (which amount will
be periodically adjusted to reflect changes in the average of certain world
crude oil prices). For the year ended December 31, 1994, the average operating
fee received by Benton-Vinccler pursuant to the operating services agreement was
$8.52 per Bbl. The Venezuelan government maintains full ownership of all
hydrocarbons in the Fields. Production commenced in the Uracoa Field during the
second quarter of 1993. Production levels have steadily increased, due largely
to the use of modern drilling, completion and production techniques. As of the
date of this Prospectus, 45 wells in the Field are producing an aggregate of
approximately 24,000 Bbl of oil per day. Benton-Vinccler intends to completely
develop the Uracoa Field by drilling approximately 100 wells and intends to
subsequently reactivate the Bombal Field.

In January 1996, the Company (with a 30% interest) with its partners, Louisiana
Land and Exploration (35%) and Canada's Norcen Energy Resources (35%), was
awarded the right to explore and develop the 526,000 acre Delta Centro Block,
located in northeastern Venezuela in the state of Delta Amacuro. The
consortium will pay PVSA 41% of pre-tax profits once production begins. Under
the PDVSA guidelines, the consortium will invest $50 to $60 million over the
next five years in exploring the tract.

UNITED STATES OPERATIONS

Approximately 4% of the Company's Proved Reserves are located in the United
States. Substantially all of the Company's domestic activities are located in
the Louisiana Gulf Coast at the West Cote Blanche Bay, Rabbit Island and Belle
Isle Fields. The Company has successfully pursued acquisition and joint venture
opportunities in the United States, which have become more readily available as
major oil and gas companies continue to consolidate operations and focus
exploration and development activities outside the United States. The Company
has formed joint ventures with Texaco, Inc. ("Texaco") and Oryx Energy Company
("Oryx") in the Gulf Coast, in which the Company conducts a 3-D Seismic survey
and/or development program in exchange for an interest in a field or project
area or the right to drill future wells as a working interest partner.

The Company, Texaco and Oryx are currently producing from and further
developing the fields by using 3-D Seismic technology integrated with
subsurface geologic data from previously drilled wells. The Company has
identified multiple pay zones, including lower risk shallow and medium depth
prospects and selected higher risk exploratory prospects, in all three fields.
In addition, the Company entered into certain agreements with Tenneco Ventures
Corporation ("Tenneco") relating to certain present and future exploration and
development activities in the Gulf Coast. This relationship will facilitate
increased flexibility and diversification in the Company's operations in the
region.

In March 1995, the Company and its affiliates and Tenneco sold to WRT Energy
Corporation a 43.75% working interest in the shallower depths (above
approximately 10,575 feet) in the West Cote Blanche Bay Field in Louisiana for
an aggregate purchase price of $20 million. Of this aggregate purchase price,
the Company received $14.9 million.

In January 1996, the Company entered into a non-binding letter of intent with a
subsidiary of Shell Oil Company ("Shell") to sell all of the stock of Benton
Oil and Gas Company of Louisiana ("BOGLA"), its wholly-owned subsidiary. BOGLA
owns substantially all of the Company's interest in domestic oil and gas
operations.

RUSSIAN OPERATIONS

Approximately 21% of the Company's Proved Reserves are located in the North
Gubkinskoye Field in the West Siberia region of Russia. The Company's Russian
operations are conducted through GEOILBENT, Ltd. ("GEOILBENT"), a joint venture
comprised of the Company (34%), Purneftegas (33%), and Purneftegasgeologia
(33%). The Company's partners are the Russian state agencies which control
exploration, delineation, and

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development of oil and gas fields in this part of the Western Siberian Basin.
The joint venture, which has been registered with the Ministry of Finance of the
Russian Republic, develops, produces and markets oil and condensate from the
North Gubkinskoye Field. This Field, which has been delineated and tested, is
surrounded by other large proven fields, a number of which are now being
developed by major international oil and gas companies. In 1993, GEOILBENT
completed the construction of a 37 mile crude oil pipeline from the North
Gubkinskoye Field to the Russian oil pipeline network and commenced a multi-well
drilling program in the Field. The ultimate development of the Field is expected
to involve several phases and the drilling of more than 350 wells. Production
from the Field commenced during the third quarter of 1993. As of the date of
this Prospectus, the Field is producing approximately 8,000 Bbl of oil per day.
GEOILBENT commenced exporting oil during the fourth quarter of 1993 and its
production is being sold for U.S. dollars.

RISK FACTORS

In addition to the other information contained in this Prospectus, investors
should carefully consider the following factors in connection with an
investment in the Shares:

RISKS RELATED TO THE COMPANY

LOSSES FROM OPERATIONS

The historical financial data for the Company reflect net losses of $2,908,335
and $4,828,590 for the years ended December 31, 1992 and 1993, respectively,
and net income of $2,954,161, $1,827,660 and $6,055,975 for the year ended
December 31, 1994 and the nine months ended September 30, 1994 and 1995,
respectively. The Company had total revenues of $8,622,109, $7,503,796 and
$34,704,806 for the years ended December 31, 1992, 1993 and 1994, respectively,
and $21,733,123 and $44,160,267 for the nine months ended September 30, 1994
and 1995, respectively. The decreased revenues for the year ended December 31,
1993 compared to the year ended December 31, 1992 was due in part to the sale
by the Company of certain non-strategic oil and gas properties. During 1993,
the Company made a significant amount of capital expenditures for
infra-structure, such as roads, pipelines and 3-D seismic surveys. Such
expenditures did not increase production from the Company's oil and gas
properties. However, the Company believes that with this infra-structure
complete, the Company will focus its capital expenditures on development of its
oil and gas properties, which the Company expects to continue the trend of
increased revenues from the year ended December 31, 1993 to December 31, 1994.
As the Company's revenues increase, the Company expects continued improvement
to its profitability. The Company's ability to maintain its financing
arrangements, produce its oil and gas reserves and service its debt obligations
would be adversely affected by a lack of profitability. Any improvement in
profitability of the Company will be dependent upon improvement in the
development of reserves, revenues from the sale of oil and gas reserves and oil
and gas pricing, and there can be no assurance that such improvement will
occur.

Foreign Operations

For 1994, the Company derived approximately 76% of its consolidated oil and gas
revenues and approximately 96% of its Proved Reserves from its foreign
operations in Venezuela and Russia. As discussed herein, the Company has
entered into a non-binding letter of intent for the sale of substantially all
of its interest in its U.S. oil and gas operations. The Company's Venezuelan
and Russian operations are subject to political, economic and other
uncertainties inherent in the development of foreign properties including,
without limitation, risks of war, revolution, expropriation, cancellation,
renegotiation or modification of existing contracts, export and transportation
regulations and tariffs, taxation and royalty policies, foreign exchange
restrictions, adverse changes in currency value, international monetary
fluctuations, environmental controls and other hazards arising out of foreign
government sovereignty over certain areas in which the Company plans to conduct
operations.

The Company's operations have not been materially adversely affected to date by
political instability or the recent banking crisis in Venezuela. Similarly, to
date, the Company's operations have not been materially adversely affected by
the recent political or economic instability in Russia. However, there can be
no assurance that the

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Company's operations will not be materially adversely affected by political or
economic instability or burdensome taxation in the future. The Company currently
carries no insurance against political instability. However, the Company has
applied for insurance to cover the risk of currency repatriation and
inconvertibility, expropriation and interference with operations for its
Venezuelan operations with the Overseas Private Investment Corporation ("OPIC"),
an agency of the Untied States government. There can be no assurance that the
Company will be able to obtain this insurance or that it can be obtained at a
reasonable cost.

The Company has limited experience in conducting oil and gas
operations in Venezuela and Russia. The Company formed ventures with local
partners in Venezuela and Russia in an attempt to reduce some of the risks
associated with conducting operations in such countries and to facilitate local
transactions. The Company may encounter unforeseen difficulties in Venezuela and
Russia, including problems related to production and deliverability of oil and
gas, and any such difficulties could have a material adverse effect on the
Company.

Furthermore, the timing and extent of the Company's development
activities in Venezuela are subject to the approval of Lagoven and the Ministry
of Energy and Mines. There can be no assurance that the development activities
proposed by Benton-Vinccler will receive the necessary approval. In addition,
pursuant to the Articles of Incorporation/By-Laws of Benton-Vinccler, the
consent of both the Company and Vinccler is a prerequisite to certain corporate
transactions and other matters relating to Benton-Vinccler, including, without
limitation, any sale of corporate assets, any assignment or sub-contracting of
the operating service agreement with Lagoven, any change in Benton-Vinccler's
corporate capital, duration or corporate purpose, any merger between
Benton-Vinccler and another company as well as certain amendments to
Benton-Vinccler's Articles of Incorporation/By-Laws. There can be no assurance
that the Company and Vinccler will agree upon any such proposed transactions or
matters.

In addition to the factors discussed above, Russia has established an export
tariff on all oil produced in and exported from Russia which, as imposed, has
the effect of reducing the potential profits to the Company and could render
its proved reserves attributable to Russia uneconomic. However, the Russian
Federation has issued or drafted various decrees and legislation under which
certain oil and gas joint ventures, including GEOILBENT, are eligible for
relief from such oil export tariff until such time as they have recovered
certain of their expenditures. GEOILBENT has received a waiver from the export
tariff for 1995, and expects to apply for renewal of such waiver for 1996 and
1997. However, there can be no assurance that any such renewals can be
obtained. Furthermore, after the waiver for 1995 was issued to GEOILBENT, a new
Russian law came into force which repeals all taxes and customs benefits
previously granted to participants in foreign economic activities, except for
those granted pursuant to certain federal laws, including the law "On Customs
Tariffs." While it is not clear whether the repeal applies to GEOILBENT's
waiver for 1995, GEOILBENT believes that its waiver should be regarded as
granted pursuant to the law "On Customs Tariffs." The legislative and
regulatory environment in Russia continues to be subject to frequent change and
uncertainty.

In addition, the license which grants GEOILBENT the right to develop the North
Gubkinskoye Field sets forth required levels of oil and gas production through
the year 2000 and requires GEOILBENT to make additional royalty payments in the
event that such production levels are not achieved during any three year
period. As a result of the recent volatility in net wellhead oil prices and
the export tariff, GEOILBENT's production for 1994 was significantly lower than
that required for 1994, and, if such adverse conditions were to continue,
GEOILBENT might produce significantly less oil and gas than required under the
license during the next few years, which could result in GEOILBENT paying
significantly higher royalties under the license.

The Company will not receive distributions from GEOILBENT until it has expended
its capital requirements under the terms of the joint venture agreement. As of
the date of this Prospectus, the Company has fulfilled the $25.8 million
capital requirement under the agreement. The Company believes that it will not
receive any significant distributions from GEOILBENT for several years because
substantially all of the money received by GEOILBENT from the North Gubkinskoye
Field will be reinvested to fund future development activities.

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PROPERTIES UNDER DEVELOPMENT

As of December 31, 1994, approximately 79% of the Company's Proved Reserves
were undeveloped and required development activities consisting primarily of
recompletions, drilling of replacement wells and other development drilling. In
addition, approximately 3% of the Company's Proved Reserves were proved
developed behind-pipe or shut-in, requiring additional development work. As a
result, the Company will require substantial capital expenditures to develop
all of its proved reserves. At December 31, 1994, the anticipated Future
Development Costs for Proved Reserves in the United States, Venezuela and
Russia were $2.0 million, $79.5 million and $25.4 million, respectively. The
Company does not currently have the capital to develop all of these reserves,
and if such capital is not available, the Company will either enter into joint
ventures to develop the projects, which will result in the Company retaining a
smaller interest, or not develop the reserves. There can be no certainty
regarding the commercial feasibility of developing these reserves, the
availability of financing, or the timing or costs associated therewith. If such
capital is available, there can be no assurance that the Company will be able
to develop and produce sufficient reserves to recover the costs expended and
operate the wells profitably. In addition, the Company may not be able to
control the development activities in fields either operated by industry
partners or in which development activities are subject to approval by its
partners. If the Company and its industry partners are not able to meet the
financial and development obligations in these fields, the interests in the
affected properties may be sold, farmed out or forfeited.

ENGINEERS' ESTIMATES OF RESERVES AND FUTURE NET REVENUE

This Prospectus contains estimates of the Company's oil and gas reserves and
the future net revenues therefrom which have been prepared by the Company and
audited by Huddleston & Co., Inc., independent petroleum engineers. Estimates
of commercially recoverable oil and gas reserves and of the future net cash
flows derived therefrom are based upon a number of variable factors and
assumptions, such as historical production from the subject properties,
comparison with other producing properties, the assumed effects of regulation
by governmental agencies and assumptions concerning future operating costs,
severance and excise taxes, export tariffs, abandonment costs, development
costs and workover and remedial costs, all of which may vary considerably from
actual results. All such estimates are to some degree speculative, and various
classifications of reserves are only attempts to define the degree of
speculation involved. For these reasons, estimates of the commercially
recoverable reserves of oil and natural gas attributable to any particular
property or group of properties, the classification, cost and risk of
recovering such reserves and estimates of the future net cash flows expected
therefrom, prepared by different engineers or by the same engineers at
different times, may vary substantially. The difficulty of making precise
estimates is accentuated by the fact that 82% of the Company's total Proved
Reserves were non-producing as of December 31, 1994. Therefore, the Company's
actual production, revenues, severance and excise taxes, export tariffs,
development expenditures, workover and remedial expenditures, abandonment
expenditures and operating expenditures with respect to its reserves will
likely vary from estimates, and such variances may be material.

In addition, actual future net cash flows will be affected by factors such as
actual production, supply and demand for oil and natural gas, availability and
capacity of gas gathering systems and pipelines, curtailments in consumption by
natural gas purchasers, changes in governmental regulations or taxation and the
impact of inflation on costs. The timing of actual future net revenue from
Proved Reserves, and thus their actual present value, can be affected by the
timing of the incurrence of expenditures in connection with development of oil
and gas properties. The 10% discount factor, which is required by the
Commission to be used to calculate present value for reporting purposes, is not
necessarily the most appropriate discount factor based on interest rates in
effect from time to time and risks associated with the oil and gas industry.
Discounted present value, no matter what discount rate is used, is materially
affected by assumptions as to the amount and timing of future production, which
may and often do prove to be inaccurate.

DEVELOPMENT OF ADDITIONAL RESERVES

The Company's future success may also depend upon its ability to find or
acquire additional oil and gas reserves that are economically recoverable.
Except to the extent that the Company conducts successful exploration or
development activities or acquires properties containing Proved Reserves, the
Proved Reserves of the assurance that the Company will be able to discover

11
<PAGE> 12

additional commercial quantities of oil and gas, or that the Company will be
able to continue to acquire interests in underdeveloped oil and gas fields and
enhance production and reserves by conducting workovers and recompletions,
drilling replacement wells and drilling development wells, or that the Company
will have continuing success drilling productive wells and acquiring
underdeveloped properties at low finding costs.

LITIGATION

On June 13, 1994, certain partners in oil and gas limited partnerships,
sponsored by the Company, filed suit against Benton in the Ventura Superior
Court. The allegations in the complaint related to the Company's operation of
the partnerships and original sale of the Partnership Units. In an effort to
resolve the concerns raised by these partners, the Company agreed to submit the
matter to arbitration, conditioned upon the execution of a mutually
satisfactory arbitration agreement. After discussions between the Company and
the agent for the partners failed to produce a satisfactory arbitration
agreement, the Company filed an answer to the complaint. The parties have now
voluntarily dismissed the action and submitted the issues and claims to
arbitration. The Company believes that the allegations made by the partners in
the arbitration are without merit and intends to vigorously defend this action.

In addition, investors in partnerships which were sponsored by a third party
have sued the Company on the theory that since it provided oil and gas drilling
prospects to those partnerships and operated substantially all of their
properties, it was responsible for alleged violations of securities laws in
connection with the offer and sale of interests, contractual breach of
fiduciary duty and fraud. The Company has entered into a settlement agreement
related to these claims, whereby the Company has placed $841,500 in an escrow
account for the benefit of the plaintiffs. The Company has agreed to pay an
additional $148,500 into the escrow account in full settlement of these claims,
expected to occur in the first quarter of 1996. All of the costs of the
settlement will be expensed in the fourth quarter of 1995.

RETENTION AND ATTRACTION OF KEY PERSONNEL

The Company depends to a large extent on the abilities and continued
participation of certain key employees, the loss of whose services could have a
material adverse effect on the Company's business. In an effort to minimize the
risk, the Company has entered into employment agreements with certain key
employees, and has purchased a $5.0 million key-man life insurance policy on
the life of A.E. Benton. There can be no assurance that the Company will be
able to attract and retain such personnel on acceptable terms and the failure
to do so could have a material adverse effect on the Company.

DIVIDEND POLICY

The Company does not currently pay cash dividends on its Common Stock and does
not anticipate paying such dividends at any time in the future.

ANTI-TAKEOVER PROVISIONS

The Delaware General Corporation Law contains certain provisions which may
delay or prevent an attempt by a third party to acquire control of the Company.
In addition, the severance provisions of employment agreements with certain
members of management could impede an attempted change of control of the
Company. In 1995, the Company adopted a Shareholder Rights Plan which may
delay or prevent an attempt by a third party to acquire control of the Company.

ABILITY TO ISSUE PREFERRED STOCK

The Company may issue Preferred Stock in the future without stockholder
approval and upon such terms and conditions, and having such rights, privileges
and preferences, as the Board of Directors may determine. The rights of

12
<PAGE> 13

the holders of Common Stock will be subject and subordinate to, and may be
adversely affected by, the rights of the holders of any Preferred Stock that
may be issued in the future. The issuance of Preferred Stock could have the
effect of making it more difficult for a third party to acquire, or
discouraging a third party from acquiring, a majority of the outstanding voting
stock of the Company. The Company has no outstanding Preferred Stock and no
present plans to issue any shares of Preferred Stock.

RISKS RELATED TO THE OIL AND GAS INDUSTRY

RISK OF OIL AND GAS OPERATIONS

The Company's operations are subject to all of the risks normally incident to
the operation and development of oil and gas properties and the drilling of oil
and gas wells, including encountering unexpected formations or pressures,
blowouts, cratering and fires, and, in horizontal wellbores, the increased risk
of mechanical failure and collapsed holes, the occurrence of any of which could
result in personal injuries, loss of life, environmental damage and other
damage to the properties of the Company or others. In addition, because the
Company acquires interests in underdeveloped oil and gas fields that have been
operated by others for many years, the Company may be liable for any damage or
pollution caused by any prior operations of such oil and gas fields. Moreover,
offshore operations are subject to a variety of operating risks peculiar to the
marine environment - such as hurricanes or other adverse weather conditions -
to more extensive governmental regulation, including certain regulations that
may, in certain circumstances, impose absolute liability for environmental
damage, and to interruption or termination of business activities by government
authorities based upon environmental or other considerations. In accordance
with customary industry practice, the Company is not fully insured against
these risks, nor are all such risks insurable. Accordingly, there can be no
assurance that such insurance as the Company does maintain will be adequate to
cover any losses or exposure for liability.

CURRENT OIL AND GAS INDUSTRY CONDITIONS

Historically, the markets for oil and natural gas have been volatile and are
likely to continue to be volatile in the future. Prices for oil and natural gas
are subject to wide fluctuation in response to relatively minor changes in
supply of and demand for oil and natural gas, market uncertainty and a variety
of additional factors that are beyond the control of the Company. These factors
include political conditions in the Middle East, the foreign supply of oil and
natural gas, the price of foreign imports, the level of consumer product
demand, weather conditions, domestic and foreign government regulations, the
price and availability of alternative fuels and overall economic conditions.
Lower oil and natural gas prices also may reduce the amount of the Company's
oil and natural gas that is economic to produce. In addition, the marketability
of the Company's production depends upon the availability and capacity of gas
gathering systems and pipelines.

GOVERNMENT REGULATION; ENVIRONMENTAL RISKS

The Company's business is regulated by certain federal, state, local and
foreign laws and regulations relating to the development, production, marketing
and transmission of oil and gas, as well as environmental and safety matters.
There can be no assurance that laws and regulations enacted in the future will
not adversely affect the Company's exploration for, or the production and
marketing of, oil and gas.

Oil and gas operations are subject to extensive foreign, federal, state and
local laws regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment. Numerous governmental
departments issue rules and regulations to implement and enforce such laws
which are often difficult and costly to comply with and which carry substantial
penalties for failure to comply. The regulatory burden on the oil and gas
industry increases its cost of doing business and consequently affects its
profitability. These laws, rules and regulations affect the operations of the
Company. Compliance with environmental requirements generally could have a
material adverse effect upon the capital expenditures, earnings or competitive
position of the Company.

COMPETITION

The oil and gas exploration and production business is highly competitive. A
large number of companies and individuals engage in the drilling for oil and
gas, and there is a high degree of competition for desirable oil and gas

13
<PAGE> 14

properties suitable for drilling and for materials and third-party services
essential for their exploration and development. Many of the Company's
competitors have greater financial and other resources than does the Company.

14
<PAGE> 15

THE COMPANY

The Company is primarily engaged in the development and production of oil and
gas properties. The Company's operations are focused in the eastern region of
Venezuela, the Gulf Coast region of Louisiana and the West Siberia region of
Russia. At December 31, 1994, the Company's proved reserves of 81.2 MMBOE
consisted of 78.5 MMBbl of oil and 16.1 Bcf of natural gas. The Company's
proved reserves, net of production, have increased form 14.8 MMBOE at December
31, 1990 to 81.2 MMBOE through purchases of reserves-in-place, awards of
development contracts, discoveries of oil and natural gas reserves, extensions
of existing producing fields and revisions of previously estimated reserves.
The standardized measure of discounted future net cash flows, before provision
of income taxes, relating to the Company's proved reserves at December 31, 1994
was approximately $336.3 million.

The Company was incorporated in Delaware in September 1988 and operates
principally through its wholly-owned subsidiary Benton Oil and Gas Company of
Louisiana and its 80% owned subsidiary Benton-Vinccler in Venezuela. The
Company's Russian operations are conducted through GEOILBENT, which is only 34%
owned by the Company. The Company's principal executive offices are located at
1145 Eugenia Place, Suite 200, Carpinteria, California 93013, and its telephone
number is (805) 566-5600.

BENTON OIL
AND GAS COMPANY

80% 100% 34%
Owned Subsidiary Owned Subsidiary Owned Joint Venture

Benton-Vinccler, C.A. Benton Oil and Gas GEOILBENT, Ltd.
Company of Louisana Joint Venture

In January 1996, the Company entered into a non-binding letter of intent to
sell all of the stock of Benton Oil and Gas Company of Louisiana to a
subsidiary of Shell.

USE OF PROCEEDS

Assuming all of the Warrants are exercised, the Company will receive a total of
$4,440,000, which it will use for working capital purposes. The Company will
receive no proceeds from the sale of Shares by the Selling Stockholders.

SELLING STOCKHOLDERS

The following table sets forth information as of February 5, 1996 with respect
to the beneficial ownership of Common Stock by the Selling Stockholders. None
of the Selling Stockholders has any position, office or other material
relationship with the Company or any of its affiliates, or has had such within
the last three years, or owns in excess of 1% of the outstanding Common Stock
of the Company except as set forth below.

15
<PAGE> 16

<TABLE>
<CAPTION>
Name of Selling Stockholder Shares of Shares to Shares of Percentage
Common be Sold Common of Shares
Stock Pursuant Stock to to be
Owned Hereto be Owned owned
Prior to After After
Offering Offering Offering(1)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jeff and Deborah Aivazian 4,083(2) 1,000 3,083 *
Sharon L. Anderson 1,000(2) 1,000 0 *
John R. and Patricia A. 8,500(15) 8,500 0 *
Bancroft
Scott L. Baranoff 2,000(3) 2,000 0 *
Jay Cee Barnes and 1,000(2) 1,000 0 *
Elizabeth Barnes, TTEEs
Steve Benak, M.D. 4,000(3) 4,000 0 *
Aileene D. Benner, Trustee 1,000(2) 1,000 0 *
Bill Bennett 15,000(2) 1,000 14,000 *
Bruno Biava 14,000(10) 10,000 4,000 *
Stanley M. and 3,000(2) 1,000 2,000 *
Patricia A. Bieza
Gloria Blair 500(5) 500 0 *
Henry Blair and Gloria Blair 500(5) 500 0 *
William D. Blake 13,788(4) 3,000 10,788 *
Edgar L. and Lynn 2,000(3) 2,000 0 *
C. Blubaum
Margaret Boland 1,500(4) 1,500 0 *
George M. and 700(5) 500 200 *
Norma G. Boswell
Dean Brady, Trustee 500(5) 500 0 *
Robert M. Bragg, Trustee 28,133(2) 1,000 27,133 *
Alfred W. Brandt, Trustee 4,000(3) 2,000 2,000 *
Franklin J. Brenner 8,488(3) 6,000 2,488 *
Hoby and Alexis Brenner 4,869(2) 1,000 3,869 *
Jed Brickner 1,000(2) 1,000 0 *
Philip W. Brickner 1,000(2) 1,000 0 *

</TABLE>

16
<PAGE> 17

G. Lee and Janel M. 3,566(3) 2,000 1,566 *
Brookshire
Fred and Sue Carlisle 1,935(2) 1,000 935 *
Jack and Leta A. Carlson 2,000(3) 2,000 0 *
Gary L. and Patricia J. 1,000(2) 1,000 0 *
Channer
Mehran and Madeline 27,623(2) 2,000 25,623 *
Chooljian
Michael M.S. and 1,000(2) 1,000 0 *
Jeannine B. Chun
Philip J. Cicala 2,000(3) 2,000 0 *
Gary D. and Bonnie 2,000(3) 2,000 0 *
Clemens, Trustees
Duane Close and 2,000(3) 2,000 0 *
Joan W. Close
Robert Cochran 2,500(6) 2,500 0 *
Philip J. Cohen, TTEE 1,000(2) 1,000 0 *
Thomas S. Comer 2,000(3) 2,000 0 *
Joseph J. Connolly 1,000(2) 1,000 0 *
John H. and Joan 5,222(11) 3,000 2,222 *
S. Coogan, Trustees
Dominick Corsaro, TTEE 43,333(10) 10,000 33,333 *
Nettie Craig 2,000(3) 2,000 0 *
Charles E. and Charlene A. 2,000(3) 2,000 0 *
Curtis, Trustees
Douglas Davidian 9,000(2) 1,000 8,000 *
Haig Davidian 100,000(2) 1,000 99,000 *
Lyle E. and Mary Kirk Davis 1,000(2) 1,000 0 *
Marshall Den Hartog 1,000(2) 1,000 0 *

</TABLE>

17
<PAGE> 18

<TABLE>
<CAPTION>
Name of Selling Stockholder Shares of Shares to Shares of Percentage
Common be Sold Common of Shares
Stock Pursuant Stock to to be
Owned Hereto be Owned owned
Prior to After After
Offering Offering Offering(1)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
William A. and Catherine M. 2,500(6) 2,500 0 *
Devine
Milton I. Drucker 46,000(2) 1,000 45,000 *
Gary J. Dubler 2,500(5) 500 2,000 *
Gerard M. DuCorday 2,000(3) 2,000 0 *
Robert E. Duncan 6,166(3) 2,000 4,166 *
Robert G. and Eleanor Durling, 4,000(13) 4,000 0 *
Trustees
William L. and 57,499(14) 6,000 51,499 *
Virginia S. Eaton, TTEE
Warren L. and Darleen L. 4,500(7) 4,500 0 *
Ellison
Jack C. Emerian 18,400(3) 2,000 16,400 *
Martin A. Evans, Trustee 10,133(5) 1,000 9,133 *
Edmund M. and Kim 2,000(3) 2,000 0 *
L. Fansler
Joe B. Fields, Trustee 5,500(16) 5,500 0 *
Patrick M. Flanagan, Trustee 18,000(3) 2,000 16,000 *
Greg Foley 2,500(6) 2,500 0 *
William R. Foltz 2,000(3) 2,000 0 *
Jean R. Franke, TTEE 2,000(3) 2,000 0 *
Arthur and Leona Franz 500(5) 500 0 *
Walter C. Frick, Trustee 10,333(2) 1,000 9,333 *

</TABLE>

18
<PAGE> 19

<TABLE>
<CAPTION>
Name of Selling Stockholder Shares of Shares to Shares of Percentage
Common be Sold Common of Shares
Stock Pursuant Stock to to be
Owned Hereto be Owned owned
Prior to After After
Offering Offering Offering(1)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Josephine Galvanek 5,000(8) 5,000 0 *
Jeannette Gancos 1,500(4) 1,500 0 *
Arnhold H. and Diane B. 20,000(5) 500 19,500 *
Gazarian, Trustees
Charles Gessert, M.D. 10,000(2) 1,000 9,000 *
Kenneth Glick 28,000(3) 2,000 26,000 *
Robert Gomes 2,000(3) 2,000 0 *
Robert E. Grider 2,000(3) 2,000 0 *
Michael L. Gross, M.D. 3,500(18) 3,500 0 *
Harold Grosse and 1,000(2) 1,000 0 *
Laverne Grosse, TTEEs
Barry Jon and 1,000(2) 1,000 0 *
Janice Grumman
William K. and 10,000(18) 3,500 6,500 *
Gladys W. Hagerty
Darryl and Elaine Hanoian 9,500(2) 1,000 8,500 *
Gerald E. Hanson 2,500 2,500 0 *
John Hartman 1,000(2) 1,000 0 *
Sam Hashimoto and 1,000(2) 1,000 0 *
Yasuko Hashimoto
Tony Hernandez and 2,000(3) 2,000 0 *
Yasuko Hernandez
Edward S. Hewitt 5,000(8) 5,000 0 *
Dwight and Judy Hiscox 2,000(3) 2,000 0 *
Peter and Carolyn Hobbs 1,000(2) 1,000 0 *
Darol Hoffman 2,000(3) 2,000 0 *
Ronald J. and Marguerite 1,000(2) 1,000 0 *
Holecek
Edward L. Hombordy 1,000(2) 1,000 0 *
</TABLE>

19
<PAGE> 20

<TABLE>
<CAPTION>
Name of Selling Stockholder Shares of Shares to Shares of Percentage
Common be Sold Common of Shares
Stock Pursuant Stock to to be
Owned Hereto be Owned owned
Prior to After After
Offering Offering Offering(1)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
William O. and Nancy H. 7,200(3) 2,000 5,200 *
Hoverman
Roderick R. Hubbard 2,000(3) 2,000 0 *
Betty R. and Reuben P. 20,000(12) 20,000 0 *
Hughes, Trustee
K. Sigurd E. Jaastad 2,500(6) 2,500 0 *
Eric and Candice Jahnke 1,000(2) 1,000 0 *
Carl C. Jensen 2,000(3) 2,000 0 *
Bobby Mason Johnson 5,622(2) 1,000 4,622 *
Clifford L. Johnson 2,000(3) 2,000 0 *
William C. Johnson 2,000(3) 2,000 0 *
Dalton L. Jones 3,222(2) 1,000 2,222 *
George J. and 4,700(2) 1,000 3,700 *
Shirley J. Jones
Darol D. Joseff 4,000(3) 4,000 0 *
and Janet Pickthorn
Kela Farms, H. Arnold Kela 4,000(13) 4,000 0 *
Gary C. Kidd and 2,000 2,000 0 I
Charlotte S. Kidd
Byron and Myriam Kilpatrick 2,000(3) 2,000 0 *
Robert L. Kinsman 2,000(3) 2,000 0 *
Nick T. Kourafas 4,500(5) 500 4,000 *
Nikolao and Dorothy 6,000(14) 6,000 0 *
Koutouratsas
Dorothy L. Krill 3,000(11) 3,000 0 *
Louis P. Kruzick 2,523(4) 1,500 1,023 *
R. Kent Kunz, Trustee 2,500(5) 500 2,000 *
R. Kent Kunz 2,500(3) 2,000 500 *
Don Libolt 2,000(3) 2,000 0 *

</TABLE>

20
<PAGE> 21

<TABLE>
<CAPTION>
Name of Selling Stockholder Shares of Shares to Shares of Percentage
Common be Sold Common of Shares
Stock Pursuant Stock to to be
Owned Hereto be Owned owned
Prior to After After
Offering Offering Offering(1)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Arne S. and Nancy C. 1,000(2) 1,000 0 *
C. Lindgren, Trustees
Jeffrey Lipshitz 11,155(8) 5,000 6,155 *
Betty Lo 13,200(5) 500 12,700 *
Harvey K. and Anita M. Lynn 1,000(2) 1,000 0 *
Barry S. Markman 1,000(2) 1,000 0 *
Eunice E. Marks 500(5) 500 0 *
Glyn Marsh 3,000(11) 3,000 0 *
Daniel Massolo 2,000(3) 2,000 0 *
Joseph Massolo 2,000(3) 2,000 0 *
Steven V. Massolo and 2,000(3) 2,000 0 *
Judith E. Massolo
Daniel G. and 2,000(3) 2,000 0 *
Sueann J. McCarthy
Minnie McCauley, TTEE 28,500(4) 1,500 27,000 *
Marvin Melikian 42,538(2) 3,000 39,538 *
Paul I. Meyer 2,500(6) 2,500 0 *
Ruby J. Michell and 2,000(3) 2,000 0 *
Scott C. Mitchell, TTEEs
Donald and Grace Modglin 20,000(12) 20,000 0 *
Nelson Decedent's Trust 3,000(3) 2,000 1,000 *
Maxine Nelson Trustee
Richard A. Nelson 8,000(5) 1,000 7,000 *
William D. and Jocelyn R. 500(5) 500 0 *
Neville
F. Richard and Karen M. 5,000(8) 5,000 0 *
Nichol
D. Frank and Ann T. Norton 1,000(2) 1,000 0 *

</TABLE>

21
<PAGE> 22

<TABLE>
<CAPTION>
Name of Selling Stockholder Shares of Shares to Shares of Percentage
Common be Sold Common of Shares
Stock Pursuant Stock to to be
Owned Hereto be Owned owned
Prior to After After
Offering Offering Offering(1)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Charles E. and Betty L. Olsen 2,000(3) 2,000 0 *
R. Wayne Olson 17,500(5) 500 17,000 *
Richard D. Olson 12,000(5) 500 11,500 *
Clavin Owens and Victoria P. 10,000(10) 10,000 0 *
Owens, TTEEs
James L. Papadakis 500(5) 500 0 *
Jash I. Patel and Nirupa J. 2,000(3) 2,000 0 *
Patel, M.D.
Terry L. and Valorie A. 10,166(2) 1,000 9,166 *
Paulson
James B. and Joan W. 1,019(5) 500 519 *
Peery, Trustees
Glenn and Shirley Prickett 4,000(13) 4,000 0 *
Philip B. Putnam Jr. 21,600(2) 1,000 20,600 *
Sheldon Raizes 1,500(4) 1,500 0 *
Sheldon Raizes, Trustee 2,000(3) 2,000 0 *
Walter R. Reinhardt 1,000(2) 1,000 0 *
Derek A. Renaut and 1,000(2) 1,000 0 *
Margaret Renaut, TTEEs
Russell R. Rigsbee and 2,000(3) 2,000 0 *
Barbara A. Rigsbee
Ludwig and Dorle Ritsch 2,000(3) 2,000 0 *
James T. Robison 5,000(8) 5,000 0 *
Robert W. Rosene 11,000(9) 7,000 4,000 *
Leonard V. and Linda Ross 13,500(5) 500 13,000 *
Robert C. Rossberg, M.D. 204,000(3) 4,000 200,000 *
Mayo Ryan and Karlene Ryan 1,000(2) 1,000 0 *
</TABLE>

22
<PAGE> 23

<TABLE>
<CAPTION>
Name of Selling Stockholder Shares of Shares to Shares of Percentage
Common be Sold Common of Shares
Stock Pursuant Stock to to be
Owned Hereto be Owned owned
Prior to After After
Offering Offering Offering(1)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James J. Ryskamp, Jr. 1,000(2) 1,000 0 *
Haig M. and Elsie A. 500(5) 500 0 *
Sarkisian, Trustees
James L. Schooley, M.D. 1,000(2) 1,000 0 *
James P. and Doris 519(5) 500 19 *
J. Sears, Trustees
Bernard H. Semler, Trustee 2,500(6) 2,500 0 *
Thomas B. and Olivia A. Semler 2,500(6) 2,500 0 *
Forrest C. and 4,500(7) 4,500 0 *
Glenda B. Shaklee
Sherl Shearer, M.D. 44,500(17) 3,500 41,000 *
J.H. and Lisa A. Shippee 500(5) 500 0 *
Gerald L. and Cinda L. Silva 2,000(3) 2,000 0 *
Pauline K. Silva, Trustee 500(5) 500 0 *
Richard A. Singer, M.D. 2,000(3) 2,000 0 *
Robert Slayton 2,000(3) 2,000 0 *
Evelyn and Delbert 1,000(2) 1,000 0 *
Smart, Trustees
Frederick C. Smith 2,000(3) 2,000 0 *
and Nancy M. Smith
Leroy W. Smith 58,361(2) 1,000 57,361 *
William N. Snell 5,005(2) 1,000 4,005 *
Michael R. and 1,000(2) 1,000 0 *
Lisa Sotero
D.W. Spargur and 3,000(11) 3,000 0 *
C.J. Spargur
Evelyn H. St. 2,000(3) 2,000 0 *
Clair
</TABLE>

23
<PAGE> 24

Frank Starkey 2,000(3) 2,000 0 *
Davis A. And 500(5) 500 0 *
Elizabeth A.
Suskind, TTEE
Sterling Swartout 1,000(2) 1,000 0 *
Barbara L. and 21,000(11) 3,000 18,000 *
Norman C. Tanner
David S. and Susan 9,506(3) 2,000 7,506 *
N. Taylor
Homer and 5,000(2) 1,000 4,000 *
Annabelle Taylor
Ray L. Taylor 2,000(3) 2,000 0 *
J. Martin and 1,500(4) 1,500 0 *
Bobbye S. Temple
Francis Testoni 1,600(2) 1,000 600 *
Betty M. Thomas 3,333(2) 1,000 2,333 *
Miles H. Thomas 34,065(11) 3,000 31,065 *
Philip J. Treanor 2,500(6) 2,500 0 *
Anthony Ugolini 2,500(6) 2,500 0 *
and Geni Ugolini,
TTEEs
George V. and 4,000(13) 4,000 0 *
Sherry R. Valois,
Trustees
Evan J. and Carole 2,000(3) 2,000 0 *
L. Walters
Tom A. Waltz, 3,911(5) 500 3,411 *
Trustee
Kenneth and Elizabeth 6,575(3) 2,000 4,575 *
Wannberg
John and Elizabeth 3,647(5) 500 3,147 *
R. Weatherby
Richard A. Werner 2,000(3) 2,000 0 *
and Howard A. Werner
Jerry H. White 2,000(3) 2,000 0 *
F.B. and Phyllis 8,500(5) 500 8,000 *
K. Witesman
</TABLE>

24
<PAGE> 25

Randall E. and 1,000(2) 1,000 0 *
Janis M. Woesner,
Trustees
Gary M. Wright and 2,000(3) 2,000 0 *
Olivia E. Wright
Danielle Wuchenich 9,280(8) 5,000 4,280 *
Gary T. Wuchenich 15,666(8) 5,000 10,666 *
Nanette E. Wuchenich 8,555(3) 2,000 6,555 *
Ara A. and Eleanor 2,500(3) 2,000 500 *
Yazijian, Trustees
Ronald and 1,000(2) 1,000 0 *
Kathleen Zechello
Leslie L. Zielinski 3,000(11) 3,000 0 *
</TABLE>

25
<PAGE> 26

* Less than 1%
(1) Based upon 25,393,067 shares of Common Stock outstanding on December 21,
1995.

(2) Includes 1,000 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(3) Includes 2,000 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(4) Includes 1,500 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(5) Includes 500 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(6) Includes 2,500 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(7) Includes 4,500 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(8) Includes 5,000 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(9) Includes 7,000 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(10) Includes 10,000 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(11) Includes 3,000 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(12) Includes 20,000 shares subject to warrants which are currently
exercisable or exercisable within 6 days of the date hereof.

(13) Includes 4,000 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(14) Includes 6,000 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(15) Includes 8,500 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(16) Includes 5,500 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(17) Includes 4,500 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

(18) Includes 3,500 shares subject to warrants which are currently
exercisable or exercisable within 60 days of the date hereof.

26
<PAGE> 27

Of the Shares offered hereby, an aggregate of 172,000 shares were issued to
partners of the Benton Oil & Gas Private Drilling Partnership 1989-3, L.P. (the
"1989-3 Partnership") upon dissolution of the 1989-3 Partnership in October
1992. In connection with such dissolution, the Company issued certain of the
Warrants pursuant to a Warrant Agreement dated October 30, 1992 (the "Warrant
Agreement"). The Warrant Agreement provides the partners with the right to
demand registration of the resale of the Shares. The Warrants were not
exercisable until one year following the date of issuance. The Company cannot
determine the timing of the sale of the Shares.

Of the Shares offered hereby, an aggregate of 272,000 shares were issued to
partners of the Benton Oil & Gas Private Drilling Partnership 1990-1, L.P. (the
"1990-1 Partnership") upon dissolution of the 1990-1 Partnership in October
1992. In connection with such dissolution, the Company issued certain of the
Warrants pursuant to the Warrant Agreement. The Warrant Agreement provides the
partners with the right to demand registration of the resale of the Shares. The
Warrants were not exercisable until one year following the date of issuance.
The Company cannot determine the timing of the sale of the Shares.

DESCRIPTION OF WARRANTS

The Warrants were issued pursuant to a Warrant Agreement dated October
30, 1992. The Warrants provide the holders thereof with the right to purchase
shares of Common Stock at an exercise price of $10.00 per share. The Warrants
were not exerciseable until one year following the date of issuance, and the
Warrants expire, if not earlier exercised, on October 30, 1997. Pursuant to
the Warrant Agreement, an aggregate of 527,000 shares of Common Stock may be
issued by the Company, assuming the exercise of all Warrants by the holders
thereof.

27
<PAGE> 28

PLAN OF DISTRIBUTION

The Shares may be sold from time to time by the Selling Stockholders, or by
pledgees, transferees, or other successors in interest. Such sales may be made
on the NASDAQ National Market, or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The Shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (c) an exchange transaction in accordance with the
rules of such exchange; (d) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; and (e) secondary distributions. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from the Selling Stockholders in amounts to be
negotiated immediately prior to the sale and which are not expected to exceed
those customary in the type of transactions involved. Such brokers or dealers
and any other participating brokers or dealers acting for the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the Act
in connection with such sales, and any commissions, discounts, concessions or
profits received by them may be deemed to be underwriting compensation under
the Act.

The Company has agreed to maintain the effectiveness of the Registration
Statement of which this Prospectus is a part until the Shares registered have
been sold , or for a period of three years from the date of this Prospectus,
whichever occurs first.

LEGAL MATTERS

The legality of the securities offered hereby is being passed upon by Emens,
Kegler, Brown, Hill & Ritter Co., L.P.A., Columbus, Ohio.

EXPERTS

The financial statements of the Company as of December 31, 1993 and 1994 and
for each of the three years in the period ended December 31, 1994 incorporated
into this Prospectus by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated by reference in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.

The information appearing herein or incorporated herein by reference with
respect to proved oil and gas reserves of the Company at December 31, 1993 and
1994, to the extent stated herein or incorporated herein by reference, was
estimated by the Company and audited by Huddleston & Co., Inc., independent
engineers, and is included herein or incorporated herein by reference on the
authority of such firm as experts in petroleum engineering.

28
<PAGE> 29
GLOSSARY

When the following terms are used in the text they have the meanings indicated.

MCF. "Mcf" means thousand cubic feet. "MMcf" means million cubic feet. "Bcf"
means billion cubic feet. "Tcf" means trillion cubic feet.

BBL. "Bbl" means barrel. "MBbl" means thousand barrels. "MMBbl" means million
barrels. "BBbl" means billion barrels.

BOE. "BOE" means barrels of oil equivalent, which are determined using the
ratio of one barrel of crude oil, condensate or natural gas liquids to six Mcf
of natural gas so that six Mcf of natural gas is referred to as one barrel of
oil equivalent or "BOE." "MBOE" means thousands of barrels of oil equivalent.
"MMBOE" means millions of barrels of oil equivalent.

CAPITAL EXPENDITURES. "Capital Expenditures" means costs associated with
exploratory and development drilling (including exploratory dry holes);
leasehold acquisitions; seismic data acquisitions; geological, geophysical and
land-related overhead expenditures; delay rentals; producing property
acquisitions; and other miscellaneous capital expenditures.

COMPLETION COSTS. "Completion Costs" means, as to any well, all those costs
incurred after the decision to complete the well as a producing well.
Generally, these costs include all costs, liabilities and expenses, whether
tangible or intangible, necessary to complete a well and bring it into
production, including installation of service equipment, tanks, and other
materials necessary to enable the well to deliver production.

DEVELOPMENT WELL. A "Development Well" is a well drilled as an additional well
to the same reservoir as other producing wells on a lease, or drilled on an
offset lease not more than one location away from a well producing from the
same reservoir.

EXPLORATORY WELL. An "Exploratory Well" is a well drilled in search of a new
and as yet undiscovered pool of oil or gas, or to extend the limits of a field
under development.

FINDING COST. "Finding Cost," expressed in dollars per BOE, is calculated by
dividing the amount of total capital expenditures incurred related to
acquisitions, exploration and development costs (reduced by proceeds from any
sale of oil and gas properties) by the amount of total net reserves added or
reduced as a result of property acquisitions and sales, drilling activities and
reserve revisions during the same period.

FUTURE DEVELOPMENT COST. "Future Development Cost" of proved non-producing
reserves, expressed in dollars per BOE, is calculated by dividing the amount of
future capital expenditures related to development properties by the amount of
total proved non-producing reserves associated with such activities.

GROSS ACRES OR WELLS "Gross Acres or Wells" are the total acres or wells, as
the case may be, in which an entity has an interest, either directly or through
an affiliate.

LIFTING COSTS. "Lifting Costs" are the expenses of lifting oil from a producing
formation to the surface, consisting of the costs incurred to operate and
maintain wells and related equipment and facilities, including labor cots,
repair and maintenance, supplies, insurance, production, severance and windfall
profit taxes.

MMBTU. "MMBtu" means one million British thermal units. A British thermal unit
is the amount of heat needed to raise the temperature of one pound of water one
degree Fahrenheit.

29
<PAGE> 30
NET ACRES OR WELLS. A party's "Net Acres" or Net Wells" are calculated by
multiplying the number of gross acres or gross wells in which that party has an
interest by the fractional interest of the party in each such acre or well.

OIL AND GAS LEASE. An "Oil and Gas Lease" is an agreement whereby the grantee
receives for a period of time the full or partial interest in oil and gas
properties, oil and gas mineral rights, fee rights, or other rights of the
grantor granting the grantee the right to drill for, produce and sell oil and
gas upon payment of rentals, bonuses and/or royalties. Oil and Gas Leases are
generally acquired from private landowners and federal and state governments.

PRODUCING PROPERTIES OR RESERVES. "Producing Reserves" are Proved Developed
Reserves expected to be produced from existing completion intervals now open
for production in existing wells. "Producing Properties" are properties to
which Producing Reserves have been assigned by an independent petroleum
engineer.

PROVED DEVELOPED BEHIND-PIPE RESERVES. "Proved Developed Behind-Pipe Reserves"
are reserves contained in geological formations through which an existing well
has been drilled but from which the well has not yet produced. The reserves are
said to be "behind pipe" because the oil and gas are sealed out of the well
bore by the casing leading to the existing completion interval. Behind-Pipe
Reserves are classified as Proved Developed only if the cost of completing the
well for production of such reserves is relatively small compared to the cost
of a new well.

PROVED DEVELOPED RESERVES. "Proved Developed Reserves" are Proved Reserves
which can be expected to be recovered through existing wells with existing
equipment and operating methods.

PROVED RESERVES. "Proved Reserves" are the estimated quantities of crude oil,
natural gas and natural gas liquids which geological and engineering data
demonstrate with reasonable certainty to be recoverable in future years known
oil and gas reservoirs under existing economic and operating conditions, that
is, on the basis of prices and costs as of the date the estimate is made and
any price changes provided for by existing conditions.

PROVED UNDEVELOPED RESERVES. "Proved Undeveloped Reserves" are Proved Reserves
which can be expected to be recovered from new wells on undrilled acreage, or
from existing wells where a relatively major expenditure is required for
recompletion.

RESERVES. "Reserves" means crude oil and natural gas, condensate and natural
gas liquids, which are net of leasehold burdens, are stated on a net revenue
interest basis, and are found to be commercially recoverable.

ROYALTY INTEREST. A "Royalty Interest" is an interest in oil and gas property
entitling the owner to a share of oil and gas production (or the proceeds of
the sale thereof) free of the costs of production.

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS, BEFORE PROVISION FOR
INCOME TAXES. The "Standardized Measure of Discounted Future Net Cash Flows,
Before Provision for Income Taxes" is a method of determining the present value
of Proved Reserves. Future net revenues from Proved Reserves are estimated
assuming that oil and gas prices and production and development costs remain
constant. The resulting stream of revenues, before provision for income taxes,
is then discounted at the rate of 10% per year to obtain a present value.

3-D SEISMIC. "3-D Seismic" is the method by which a three dimensional image of
the earth's subsurface is created through the interpretation of aerially
collected seismic data. 3-D surveys allow for a more detailed understanding of
the subsurface than do conventional surveys and contribute significantly to
field appraisal, development and production.

UNDEVELOPED ACREAGE. "Undeveloped Acreage" is oil and gas acreage (including,
in applicable instances, rights in one or more horizons which may be penetrated
by existing wellbores, but which have not been tested) to which Proved Reserves
have not been assigned by independent petroleum engineers.

WORKING INTEREST. A "Working Interest" is the operating interest under an Oil
and Gas Lease which gives the owner the right to drill, produce and conduct
operating activities on the property and a share of production, subject

30
<PAGE> 31

to all royalties, overriding royalties and other burdens and to all costs of
exploration, development and operations and all risks in connection therewith.

In this Prospectus, natural gas volumes are stated at the legal pressure base
of the state or area in which the reserves are located at 60 degrees
Fahrenheit.

31
<PAGE> 32

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses payable by the Registrant in connection with the issuance and
distribution of the securities being registered (other than underwriting
discounts) are estimated to be as follows:

SEC filing fee $2,011

Printing and engraving 750

Accounting fees and expenses 2,000

Legal fees and expenses 7,000

Miscellaneous 2,239
-------
Total $14,000
=======

Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under provisions of the Certificate of Incorporation and Bylaws of the Company,
each person who is or was a director or officer of the Company shall be
indemnified by the Company as a matter of right to the full extent permitted or
authorized by law. The effects of the Certificate of Incorporation, Bylaws and
General Corporation Law of Delaware may be summarized as follows:

(a) Under Delaware law, to the extent that such a person is
successful on the merits in defense of a suit or proceeding brought against him
by reason of the fact that he is a director or officer of the Company, he shall
be indemnified against expenses (including attorneys' fees) reasonably incurred
in connection with such action.

(b) If unsuccessful in defense of a third-party civil suit or
criminal suit, or if such a suit is settled, such a person shall be indemnified
under such law against both (1) expenses (including attorneys' fees) and (2)
judgments, fines and amounts paid in settlement if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful.

(c) If unsuccessful in defense of a suit brought by or in the right
of the Company, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) incurred in
the defense or settlement of such suit if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests
of the Company except that if such person is adjudged to be liable in a suit in
the performance of his duty to the Company, he cannot be made whole even for
expenses unless the court determines that he is fairly and reasonably entitled
to indemnity for such expenses.

(d) The Company may not indemnify a person in respect of a
proceeding described in (b) or (c) above unless it is determined that
indemnification is permissible because the person has met the prescribed
standard of conduct by any one of the following: (i) the Board of Directors, by
a majority vote of a quorum consisting of directors not at the time parties to
the proceeding, (ii) if quorum of directors not parties to the proceeding
cannot be

II-I
<PAGE> 33

obtained, or, if obtainable Directors or the committee thereof; or
(iii) by the stockholders.

Item 16. EXHIBITS

(a) Exhibits

4.1 Warrant Agreement (filed with initial filing of this
Registration Statement No. 333-135).

5.1 Opinion of Emens, Kegler, Brown, Hill & Ritter Co.,
L.P.A. regarding validity of the Securities.

23.1 Consent of Deloitte & Touche LLP (included on page
II-5).

23.2 Consent of Emens, Kegler, Brown, Hill & Ritter Co.,
L.P.A. (included in exhibit 5.1).

23.4 Consent of Huddleston & Co., Inc. (filed with initial
filing of this Registration Statement No. 333-135)

24.1 Power of Attorney (included on Signature Page of initial
filing of this Registration Statement No. 333-135).

(b) Financial Statements Schedules.

All schedules have been omitted because the required information is not
significant, or is included in the financial statements or the notes thereto
or is not applicable.

Item 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) 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
Securities 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of the securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of Prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;

II-2
<PAGE> 34

(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) (1) (i) and (a) (1) (ii) do not apply if
the information to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities 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.

(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 15,
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 Securities Act of 1933 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 the controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, 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 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-3
<PAGE> 35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and had duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Carpinteria, State
of California, on the 9th day of February 1996.

BENTON OIL AND GAS COMPANY

By: /s/ A.E. BENTON
------------------------------------
A.E. Benton, Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed on December 29, 1995 by the following
persons in the capacities indicated:

/s/ A.E. BENTON Chief Executive Officer and Director
- ----------------------------
A.E. Benton

/s/ CHRIS C. HICKOK* Vice President - Principal Accounting Officer
- ----------------------------
Chris C. Hickok

/s/ BRUCE M. MCINTYRE* Director
- ----------------------------
Bruce M. McIntyre

/s/ MICHAEL B. WRAY* President, Principal Financial Officer
- ---------------------------- and Director
Michael B. Wray

/s/ WILLIAM H. GUMMA* Director
- ----------------------------
William H. Gumma

/s/ RICHARD W. FETZNER* Director
- ----------------------------
Richard W. Fetzner

*Signed Pursuant to Power of Attorney

By: /s/ A. E. Benton
----------------------------
Attorney-in-Fact

II-4
<PAGE> 36
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference into this Amendment No. 1 to Form
S-3 Registration Statement, Registration No. 333-135, of Benton Oil and Gas
Company of our report dated March 31, 1995 appearing in the annual report on
Form 10-K of Benton Oil and Gas Company for the year ended December 31, 1994,
and to the reference to our firm under the caption "Experts" in the Prospectus,
which forms a part of this Registration Statement.

DELOITTE & TOUCHE LLP

Los Angeles, California

February 12, 1996

II-5

<PAGE> 1
EMENS, KEGLER, BROWN, HILL & RITTER CO., L.P.A.

A LEGAL PROFESSIONAL ASSOCIATION

ATTORNEYS AND COUNSELORS AT LAW

CAPITOL SQUARE TELEPHONE: (614) 462-5400

SUITE 1800 FACSIMILE: (614) 464-2634

65 EAST STATE STREET

COLUMBUS, OHIO 43215-4294

EXHIBIT 5.1
-----------
February 12, 1996

Benton Oil and Gas Company
1145 Eugenia Place, Suite 200
Carpinteria, CA 93013

Gentlemen:

We have acted as counsel for Benton Oil and Gas Company, a Delaware
corporation (the "Company") in connection with the registration under the
Securities Act of 1933, as amended, of up to 443,000 shares of common stock of
the Company (the "Common Stock"). In this connection, we have examined the
Certificate of Incorporation, the Bylaws and the respective Amendments thereto,
the Directors and Stockholder Minutes of the Company and the Registration
Statement filed with the Securities and Exchange Commission and Exhibits
thereto, and such other documents of the Company as we have deemed necessary to
the opinion hereinafter expressed.

We are of the opinion that the issuance of the shares of common stock
has been duly authorized and when (a) the Registration Statement filed with the
Securities and Exchange Commission has become effective, (b) the applicable
provisions of the Securities Act of 1933, as amended, and such Blue Sky and
Securities Laws as may be applicable have been complied with, (c) the Warrants
have been exercised pursuant to the terms of the Warrant Agreement, and (d) the
shares have been issued and delivered upon exercise of the Warrants in the
manner set forth in the Warrant Agreement and the Prospectus (in the form filed
by the Company pursuant to Rule 424(b) under the Securities Act of 1933, as
amended), against payment therefore, these shares of common stock will have
been fully paid, legally issued, validly executed, authenticated, and
delivered, and will be non-assessable.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters."

Very truly yours,

Emens, Kegler, Brown, Hill & Ritter Co., L.P.A.

By: /s/ Jack A. Bjerke Jack A.
----------------------------------------
Bjerke, Vice President