HS RESOURCES INC, S-3, 1997-06-09

HS RESOURCES INC
S-3, 1997-06-09
CRUDE PETROLEUM & NATURAL GAS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1997
REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------

HS RESOURCES, INC.
(Exact name of registrant as specified in its charter)

Delaware 94-3036864
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

ONE MARITIME PLAZA
15TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(415) 433-5795
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
JAMES M. PICCONE, ESQ.
GENERAL COUNSEL
HS RESOURCES, INC.
1999 BROADWAY, SUITE 3600
DENVER, COLORADO 80202
(303) 296-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

------------------------

It is requested that copies of communications be sent to:

RONALD R. LEVINE, II, ESQ.
DAVIS, GRAHAM & STUBBS LLP
370 SEVENTEENTH STREET, SUITE 4700
DENVER, COLORADO 80202
(303) 892-9400

------------------------

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, 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. [ ]

------------------------

<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=========================================================================================================================
Proposed Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered per unit(1) offering price(1) registration fee(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 2,864,225 $14.50 $41.531,263 $12,586
=========================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). Based upon the average of the high and low prices
reported by The New York Stock Exchange on June 5, 1997.

------------------------

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE> 3
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any State.

<PAGE> 4

SUBJECT TO COMPLETION, DATED JUNE 9, 1997

PROSPECTUS

2,864,225 Shares

HS RESOURCES, INC.

COMMON STOCK

OFFERED BY THE SELLING STOCKHOLDER
----------------------------------

The shares of Common Stock of HS Resources, Inc. (the "Company" or
"HSR") offered by this Prospectus (the "Shares") are for the account of a
certain stockholder of the Company (the "Selling Stockholder"). The Company
will receive none of the proceeds from the sale of the Shares. The Selling
Stockholder directly, through agents designated from time to time, or through
dealers or underwriters also to be designated, may sell the Shares from time to
time on terms to be determined at the time of sale. To the extent required,
the specific Shares to be sold, the terms of the offering, including price, the
names of any agent, dealer or underwriter, and any applicable commission,
discount or other compensation with respect to a particular sale will be set
forth in an accompanying Prospectus Supplement. See "Plan of Distribution" and
"Selling Stockholder."

The Company's Common Stock is listed on The New York Stock Exchange
(Symbol: "HSE"). The Shares have been listed on such exchange.

SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.

------------------------

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 REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------

The Selling Stockholder and any broker-dealer, agents or underwriters
that participate with the Selling Stockholder in the distribution of the Shares
may be deemed to be underwriters within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any commission received by them
and any profit on the resale of the Shares purchased by them may be deemed to
be underwriting commissions or discounts under the Securities Act. See "Plan
of Distribution" for indemnification arrangements regarding the sales by the
Selling Stockholder. The Company has paid substantially all of the costs of
this offering, estimated at $35,000.

The date of this Prospectus is , 1997
<PAGE> 5
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, AGENT OR DEALER.
THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SHARES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY
PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT, NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE THE IMPLICATION THAT THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THEIR RESPECTIVE DATES.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SELLING STOCKHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
VALIDITY OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. The Company is currently subject to the periodic reporting and
other informational requirements of the Exchange Act. Such reports and other
information may be inspected and copied at the public reference facilities of
the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as at the following Regional Offices: 7 World Trade Center,
Suite 1300, New York, New York 10048, and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Commission by mail at prescribed rates. Requests should be
directed to the Commission's Public Reference Section, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. The Commission also
maintains a website at http://www.sec.gov that contains reports, proxy
statements, and other information. HSR's common stock is listed on The New
York Stock Exchange (the "NYSE"). Reports, proxy and information statements and
other information relating to HSR can be inspected at the offices of the NYSE
at 20 Broad Street, New York, New York 10005. Any such request and requests
for the agreements summarized herein should be directed to James M. Piccone,
Secretary, HS Resources, Inc., 1999 Broadway, Suite 3600, Denver, Colorado
80202, telephone (303) 296-3600.

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 Shares. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement in accordance with the rules and regulations of the Commission, and
reference is hereby made to the Registration Statement and the exhibits thereto
for further information with respect to the Company and the Shares.

The Registration Statement and the exhibits thereto can be obtained
from or inspected and copied at the public reference facilities maintained by
the Commission as described above.

2
<PAGE> 6

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K as amended by the Company's
Form 10-K/A-1 for the fiscal year ended December 31, 1996, Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997 and Current Report on Form 8-K,
filed February 26, 1997, are incorporated by reference in this Prospectus.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities
registered hereunder shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Prospectus.

Upon request, the Company will provide without charge to each person
to whom a copy of this Prospectus has been delivered a copy of any documents
incorporated by reference herein (other than exhibits unless the exhibits are
specifically incorporated by reference into this Prospectus). Requests should
be directed to James M. Piccone, Secretary, HS Resources, Inc., 1999 Broadway,
Suite 3600, Denver, Colorado 80202.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus includes and incorporates by reference statements that
are not purely historical and are "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act, including statements regarding the Company's expectations, hopes, beliefs,
intentions or strategies regarding the future. All statements other than
statements of historical facts included or incorporated by reference in this
Prospectus, including without limitation, statements under "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Business" and "Properties" regarding reserves and their values,
planned capital expenditures, increases in oil and natural gas production, the
number and prospective nature of anticipated wells to be drilled in 1997 and
thereafter, development potential, infill potential, drillsite potential,
exploitation and exploration prospects and leads, drilling prospects,
consolidation opportunities and the Company's financial position, business
strategy and other plans and objectives for future operations, are
forward-looking statements. All forward-looking statements included or
incorporated by reference in this Prospectus are based on information available
to the Company on the date hereof, and the Company assumes no obligation to
update such forward-looking statements. Although the Company believes that the
assumptions and expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct or that the Company will take any actions that may presently be
planned. There are numerous uncertainties inherent in estimating quantities of
proved oil and natural gas reserves and projecting future rates of production
and timing of development expenditures, including many factors beyond the
control of the Company. Certain important factors that could cause actual
results to differ materially from the Company's expectations are disclosed
under "Risk Factors." All subsequent written or oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by such factors.

3
<PAGE> 7
THE COMPANY

HS Resources, Inc. is a leading United States independent energy
company engaged in the development, acquisition, exploitation, exploration,
production and marketing of oil and natural gas. Through its experienced
management and technical staff, the Company has consistently increased reserves
and production and has established itself as one of the most efficient
operators in the industry. HSR has created a diversified asset base in three
core geographic areas: the Denver-Julesburg Basin (the "D-J Basin") of the
Rocky Mountains, the Anadarko and Arkoma Basins of the Mid-Continent and the
on-shore Gulf Coast area. It has done so by executing a large scale
development drilling program focused in the Wattenberg Field area of the D-J
Basin and through the acquisition of all the D-J Basin properties owned by
Basin Exploration, Inc. (the "Acquisitions"), the merger with Tide West Oil
Company (the "Merger") and the formation of Gulf Coast joint ventures. The
Company believes that each core geographic area adds operational and financial
opportunities, positions the Company to maximize the benefits of its more
predictable, long-lived production in the D-J Basin, while providing meaningful
exposure to higher return potential exploitation and exploration projects in
the Mid-Continent and Gulf Coast. HSR has an inventory of growth
opportunities that includes in excess of 2,000 infill, development and
exploratory drilling locations and over 1.1 million gross undeveloped acres.

The Company has achieved substantial growth in reserves, production,
revenues and operating cash flow over the past five years. HSR has increased
reserves from 20.8 MMBoe as of December 31, 1990, to 142.0 MMBoe as of December
31, 1996. HSR also increased production from 0.9 MMBoe for the year ended
December 31, 1991, to 7.6 MMBoe for the year ended December 31, 1996. Oil and
natural gas revenues and operating cash flow (defined as net income before
depreciation, depletion and amortization and deferred income taxes) also have
grown significantly over this period, increasing from $12.8 million and $5.4
million, respectively, for the year ended December 31, 1991, to $107.3 million
and $56.5 million, respectively, for the year ended December 31, 1996.

At December 31, 1996, the Company's reserves had an estimated pre-tax
present value (discounted at 10%) of $1,131 million. Natural gas constituted
approximately 76% of the Company's reserves and approximately 76% of the
Company's reserves were classified as proved developed. At December 31, 1996,
the Company operated approximately 74% of its 3,562 wells. Management believes
that its ability to control the operation of its wells and to minimize overhead
expenses has contributed to the Company achieving one of the lowest cost
structures in the industry.

The Company's principal executive office is located at One Maritime
Plaza, 15th Floor, San Francisco, California 94111 and its telephone number at
such address is (415) 433-5795.

4
<PAGE> 8
RISK FACTORS

Prospective purchasers of the Shares should consider carefully the
specific factors set forth below, as well as the other information set forth
elsewhere or incorporated by reference in this Prospectus, in connection with
their investment in the Company.

VOLATILITY OF OIL AND NATURAL GAS PRICES; MARKETABILITY OF PRODUCTION

The Company's revenues, profitability and future rate of growth are
substantially dependent upon prevailing prices for its oil and natural gas.
Hydrocarbon prices can be extremely volatile and in recent years have been
depressed at times by warm weather, weak demand and excess total domestic and
imported supplies. Oil and natural gas prices have risen recently, but there
can be no assurance that such price levels will be sustained. Prices are also
affected by actions of state and local agencies, the United States and foreign
governments and international cartels. These external factors and the volatile
nature of the energy markets make it difficult to estimate accurately future
prices of oil and natural gas. Prices for D-J Basin natural gas, which
represents a significant portion of the Company's overall production, were
depressed until recently and have at times been more volatile than the prices
prevailing in the broader United States natural gas market. Although from time
to time the Company hedges a portion of its oil and natural gas production to
provide some protection from price declines, any substantial or extended
decline in the price of oil or natural gas would have a material adverse effect
on the Company's financial condition and results of operations. The
marketability of the Company's production depends upon the availability and
capacity of refineries, natural gas gathering systems, pipelines and processing
facilities. Federal and state regulation of oil and natural gas production and
transportation, general economic conditions and changes in supply and demand
all could adversely affect the Company's ability to produce and market its oil
and natural gas. If market factors were to change dramatically, the financial
impact on the Company could be substantial. The availability of markets and
the volatility of product prices are beyond the control of the Company and thus
represent a significant risk. See "--Governmental and Environmental
Regulation" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" incorporated by reference in this Prospectus.

EFFECTS OF LEVERAGE; EXISTING INDEBTEDNESS

As of March 31, 1997, the Company's total long-term debt was
approximately $363.6 million. The Company's leverage has important
consequences to the Company's stockholders, including the following: (i) the
Company's ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions or general corporate purposes may
be impaired; (ii) a portion of the Company's cash flow from operations must be
dedicated to the payment of the principal of and interest on its existing
indebtedness; (iii) certain of the Company's borrowings, principally those
under the Company's revolving credit facility, are at variable rates of
interest, which may make the Company vulnerable to increases in interest rates;
and (iv) the terms of certain of the Company's indebtedness permit its
creditors to accelerate payments upon certain events of default or a change of
control of the Company. As of March 31, 1997, excluding the effect of interest
rate hedging arrangements covering $80 million in principal amount of
indebtedness, 38.4% of the aggregate borrowings of the Company were floating
rate obligations and 61.6% of the Company's borrowings were fixed rate
obligations, with an overall range of interest rates from 6 1/2% to 9 7/8% per
annum. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources" incorporated by
reference in this Prospectus.

The Company's revolving credit facility, and the indentures under
which the Company's 9 1/4% Senior Subordinated Notes due 2006 (the "9 1/4%
Notes") and 9 7/8% Senior Subordinated Notes due 2003 (the "9 7/8% Notes") were
issued (the "Indentures"), impose financial and other restrictions on the
Company and its subsidiaries, including limitations on the incurrence of
additional indebtedness and limitations on the sale of assets. The Company's
revolving credit facility also requires the Company to (i) make periodic
payments of interest, (ii) make principal payments from the proceeds of certain
asset sales and in the event the Company's outstanding debt exceeds the
Borrowing Base (as defined therein), (iii) maintain certain financial ratios,
including interest coverage and leverage ratios and (iv) maintain a minimum
level of consolidated cash flow. There can be no assurance that these
requirements or other material requirements of the Company's revolving credit
facility will be met in the future. If they are not, the lenders under such
facility would be entitled to declare the indebtedness thereunder immediately
due and payable. Additionally, in the event of such an acceleration of
indebtedness by the lenders under the Company's revolving credit facility, a
default would be deemed to occur under the terms of the 9 1/4% Notes and the 9
7/8% Notes. In addition, the Indentures contain certain restrictive covenants
that may limit the ability of the Company to engage in certain transactions.

5
<PAGE> 9
Based upon the current and anticipated level of operations, the
Company believes that its cash flow from operations, together with the proceeds
available under the Company's revolving credit facility and its other sources
of liquidity, will be adequate to meet its anticipated requirements in the
foreseeable future for working capital, capital expenditures, interest payments
and scheduled principal payments. There can be no assurance, however, that the
Company's business will continue to generate cash flow at or above current
levels. If the Company is unable to generate sufficient cash flow from
operations to service its debt, it may be required to refinance all or a
portion of its existing debt (provided the necessary consents are obtained), or
to obtain additional financing. There can be no assurance that any such
refinancing would be possible or that any additional financing could be
obtained. The Company's ability to meet its debt service obligations and
reduce total indebtedness will be dependent not only upon its future drilling
and production performance, but also on oil and natural gas prices, general
economic conditions and financial, business and other factors affecting the
Company's operations, many of which are beyond the Company's control. The
Company's strategy and historical focus has been, and is expected to continue
to be, the development, acquisition, exploitation, exploration, production and
marketing of oil and natural gas. Each of these activities requires
substantial capital. The Company intends to finance such capital expenditures
in the future through cash flow from operations, the incurrence of additional
indebtedness and/or the issuance of additional equity securities. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" incorporated by reference in this
Prospectus.

ESTIMATION OF RESERVES

There are numerous uncertainties in estimating quantities of proved
reserves, future rates of production and the timing and success of development
expenditures, including many factors beyond the control of the Company. Thus,
the reserve data incorporated by reference in this Prospectus are calculated
estimates only. Although the Company believes all of its reserve estimates to
be reasonable, reserve estimates are only estimates and should be expected to
change as additional information becomes available. Furthermore, estimates of
oil and natural gas reserves, of necessity, are projections based on
engineering and production data, and the interpretation thereof, the projection
of future rates of production and the timing and success of development
expenditures.

Reserve engineering is a subjective process of estimating underground
accumulations of oil and natural gas that cannot be exactly measured, and the
accuracy of any reserve estimate is a function of the quality of available data
and of engineering and geological interpretation and judgment. Accordingly,
estimates of the economically recoverable quantities of oil and natural gas
attributable to any particular property or group of properties, classifications
of such reserves based on risk of recovery and estimates of the future net cash
flows expected therefrom, which are prepared by different engineers or by the
same engineers at different times, may vary substantially. Moreover, there can
be no assurance that the reserves set forth herein will ultimately be produced
or that the proved undeveloped reserves will be developed within the periods
anticipated. Variances from the estimates contained herein could be material.
In addition, the estimates of future net revenues from proved reserves of the
Company and the present value thereof are based upon certain assumptions about
production levels, prices and costs, which may be inaccurately estimated. With
respect to such estimates, the Company emphasizes that the discounted future
net cash flows should not be construed as representative of the fair market
value of the proved oil and natural gas properties belonging to the Company, as
discounted future net cash flows are based upon projected cash flows that do
not provide for changes in oil and natural gas prices or for changes in
expenses and capital costs. The accuracy of such estimates is highly dependent
upon the accuracy of the assumptions upon which they were based. Actual
results may differ materially from the results estimated. Prospective
purchasers of the Shares are cautioned not to place undue reliance on the
reserve data and resulting cash flow estimates incorporated by reference in
this Prospectus.

The Company accounts for its oil and natural gas producing activities
under the full cost method. This method imposes certain limitations on the
carrying (book) value of proved oil and natural gas properties and requires a
writedown of such assets for accounting purposes if such limits are exceeded.
The risk that the Company will be required to write down the carrying value of
its oil and natural gas properties increases as oil and natural gas prices
decline or remain depressed. If a writedown is required, it would result in a
non-cash charge to earnings. In the past, the Company has not been required to
write down its oil and natural gas properties. However, no assurance can be
given that the Company will not be required to make such a writedown in the
future.

6
<PAGE> 10

REPLACEMENT OF RESERVES

HSR's future performance depends in part upon its ability to acquire,
find and develop additional oil and natural gas reserves that are economically
recoverable. Without successful acquisition, exploration or development
activities, HSR's reserves will decline. No assurance can be given that HSR
will be able to acquire or find and develop additional reserves on an economic
basis.

HSR's business is capital intensive and, to maintain its asset base of
proved oil and natural gas reserves, a significant amount of cash flow from
operations must be reinvested in property acquisitions, development or
exploration activities. To the extent cash flow from operations is reduced and
external sources of capital become limited or unavailable, HSR's ability to
make the necessary capital investments to maintain or expand its asset base
would be impaired. Without such investment, HSR's oil and natural gas reserves
would decline.

HSR's strategy will include continued exploitation and exploration of
its existing properties and may include opportunistic acquisitions of other oil
and natural gas properties. The successful acquisition of producing properties
requires an assessment of recoverable reserves, future oil and natural gas
prices and operating costs, potential environmental and other liabilities and
other factors. Such assessments are necessarily inexact and their accuracy
inherently uncertain. There can be no assurance that HSR's acquisition
activities and exploration and development projects will result in increases in
reserves. HSR's operations may be curtailed, delayed or canceled as a result
of a lack of adequate capital and other factors, such as title problems,
weather, compliance with governmental regulations or price controls, mechanical
difficulties or shortages or delays in the delivery of equipment. Furthermore,
while HSR's revenues may increase if prevailing natural gas and oil prices
increase significantly, HSR's finding costs for additional reserves could also
increase. In addition, the costs of exploration and development may materially
exceed initial estimates.

RISKS OF HEDGING AND TRADING TRANSACTIONS

In order to manage its exposure to price risks in the marketing of its
oil and natural gas and in connection with its trading activities, HSR has in
the past entered and may in the future enter into oil and natural gas futures
contracts on the New York Mercantile Exchange ("NYMEX"), fixed price delivery
contracts and financial swaps. Those transactions that are intended to reduce
the effects of volatility of the price of oil and natural gas may limit
potential gains by HSR if oil and natural gas prices were to rise substantially
over the price established by the hedge. In addition, HSR's hedging and
trading may expose HSR to the risk of financial loss in certain circumstances,
including instances in which (i) production is less than expected, (ii) there
is a widening of price differentials between delivery points for HSR's
production and Henry Hub (in the case of NYMEX futures contracts) or delivery
points required by fixed price delivery contracts to the extent they differ
from those of HSR's production, (iii) HSR's customers or the counterparties to
its futures contracts fail to purchase or deliver the contracted quantities of
oil or natural gas or honor their financial commitments or (iv) a sudden,
unexpected event materially affects oil or natural gas prices. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" incorporated by reference in this
Prospectus.

GOVERNMENTAL AND ENVIRONMENTAL REGULATION

The Company's operations are subject to various Federal, state and
local governmental laws and regulations, which may be changed from time to time
in response to economic or political factors. Matters subject to regulation
include, but are not limited to, drilling and operations permits and approvals,
performance bonds, reports concerning operations, discharge and other
permitting requirements, the spacing of wells, unitization and pooling of
properties and taxation.

The Company's operations are subject to complex and constantly
changing environmental laws and regulations adopted by Federal, state and local
governmental authorities. Compliance with such laws has not had a material
adverse effect upon the Company to date. Nevertheless, the discharge of oil,
natural gas or other pollutants into the air, soil or water may give rise to
significant liabilities of the Company to the government and/or third parties,
and may require the Company to incur substantial costs for remediation.
Moreover, the Company has agreed to indemnify certain sellers of producing
properties from whom the Company has acquired properties against certain
liabilities for environmental claims associated with the properties purchased
by the Company. No assurance can be given that existing environmental laws or
regulations, as currently interpreted or as may be in the future, or future
laws or regulations will not materially

7
<PAGE> 11
adversely affect the Company's results of operations and financial condition or
that material indemnity claims will not arise against the Company with respect
to properties acquired by the Company.

Recently there has been an increased level of regulation of oil and
natural gas activities in Colorado. For example, the Colorado Oil and Gas
Conservation Commission adopted, and is considering the adoption of additional,
stricter regulation of matters such as soil conservation, land reclamation,
fluid disposal and bonding of oil and natural gas companies. Additionally,
various cities and counties are currently reviewing their ordinances to
determine the level of regulatory authority, if any, they should assert over
such matters. At present, it cannot be determined to what degree stricter
regulations, if adopted, would adversely affect the Company's operations.

OPERATING HAZARDS; UNINSURED RISKS

The Company's operations are subject to hazards and risks inherent in
drilling for and production and transportation of oil and natural gas, such as
fires, natural disasters, explosions, encountering formations with abnormal
pressures, blowouts, cratering, pipeline failures and spills, any of which can
result in loss of hydrocarbons, environmental pollution, personal injury claims
and other damage or impacts to properties of the Company and others, including
suspension of operations. The business is also subject to environmental
hazards such as oil spills, natural gas leaks, ruptures and discharges of toxic
natural gases, which could expose the Company to substantial liability due to
pollution and other environmental damage. The Company's insurance coverages
include, but are not limited to, comprehensive general liability, automobile,
personal injury, bodily injury and property damage, pollution liability,
physical damage on certain assets, workers' compensation and control of well
insurance. The Company believes that its insurance is adequate and customary
for companies of a similar size engaged in operations similar to those of the
Company, but losses could occur for uninsurable or uninsured risks or in
amounts in excess of existing insurance coverage.

COMPETITION

The oil and natural gas industry is highly competitive. The Company
competes in the areas of property acquisitions and the development, production
and marketing of oil and natural gas with major oil companies, other
independent oil and natural gas concerns and individual producers and
operators. The Company also competes with major and independent oil and
natural gas concerns in recruiting and retaining qualified employees. Many of
these competitors have substantially greater financial and other resources than
the Company.

8
<PAGE> 12
USE OF PROCEEDS

The Company will not receive any of the net proceeds from the sale of
the Shares, and all of such proceeds will be received by the Selling
Stockholder.

SELLING STOCKHOLDER

The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of June 9, 1997 by the Selling
Stockholder, the number of shares being offered by the Selling Stockholder and
the number and percentage of the outstanding shares to be owned by the Selling
Stockholder after this offering, assuming all of the Shares are sold.

<TABLE>
<CAPTION>
Shares of Common Stock Number of Shares Shares of Common Stock
Beneficially Owned Offered Hereby for Beneficially Owned
Prior to Offering Stockholder's Account After the Offering
----------------- --------------------- ------------------

Name of Beneficial Owner Number Percentage Number Percentage
------------------------ ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
Natural Gas Partners, L.P. 3,611,987(1) 19.64 2,864,225 747,762 4.36
</TABLE>

- ------------------
(1) Includes 740,262 shares subject to issuance within 60 days after June 9,
1997, upon the exercise of warrants and 7,500 shares subject to issuance upon
the exercise of options granted under the 1993 Directors' Plan.

Kenneth A. Hersh, a member of the board of directors of the Company,
is a managing partner of the Selling Stockholder. The Selling Stockholder
previously acted as a subordinated lender to the Company. In consideration of
such financing, the Selling Stockholder acquired, and currently holds, two
warrants to purchase an aggregate of 740,262 shares of Common Stock at an
exercise price of from $6.67 to $10.00 per share.

On February 25, 1996, the Company entered into a merger agreement (the
"Merger Agreement") with Tide West Oil Company ("Tide West"). Pursuant to the
Merger Agreement, Tide West was merged into a wholly-owned subsidiary of the
Company. Pursuant to the Merger Agreement, the Merger was consummated in June
1996 following special shareholder meetings of the shareholders of the Company
and Tide West. The Selling Stockholder was Tide West's largest stockholder,
owning approximately 4,550,000 shares, or 46.49% of the outstanding common stock
of Tide West. Three representatives of the Selling Stockholder were members of
Tide West's board of directors at the time of the Merger. The Company and the
Selling Stockholder entered into a voting agreement whereby the Selling
Stockholder agreed to vote its shares in Tide West in favor of approval of the
Merger Agreement. In consideration of this agreement, the Company agreed to
take such action as is required to appoint a designee of the Selling Stockholder
to the Company's board of directors following consummation of the Merger. Mr.
Hersh, already then a member of the Company's board, was not considered to be
the Selling Stockholder designee. Following the consummation of the Merger, the
Company's board took appropriate action to increase the number of authorized
directors to six, and appointed Mr. Philip B. Smith as the nominee of the
Selling Stockholder to the vacancy so created. Pursuant to an agreement entered
into between the Selling Stockholder and Tide West in 1995, the Selling
Stockholder received a fee in 1996 for financial services in the amount of
$150,000 upon consummation of the Merger. Currently, both Mr. Hersh and Mr.
Smith are directors of HSR.

Pursuant to a Registration Rights Agreement between the Company and
the Selling Stockholder dated June 17, 1996, which was entered into in
connection with the Merger, the Company agreed to cause the Registration
Statement, of which this Prospectus is a part, to be kept continuously
effective for a period ending not less than three years from the date of the
Registration Rights Agreement and thereafter until such time as the amount of
Registrable Securities (as defined therein) held by the Selling Stockholder,
together with the Selling Stockholder's affiliates, represents less than 10
percent of the then outstanding Common Stock.

9
<PAGE> 13
PLAN OF DISTRIBUTION

The Shares may be sold from time to time to purchasers directly by the
Selling Stockholder. Alternatively, the Selling Stockholder may from time to
time offer the Shares through underwriters, dealers or agents, who may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholder and/or the purchasers of the Shares for whom they
may act as agent. The Selling Stockholder and any underwriters, dealers or
agents that participate in the distribution of the Shares may be deemed to be
underwriters and any profit on the sale of the Shares by them and any
discounts, commissions or concessions received by any such underwriters,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. At the time a particular offer of shares is made, to
the extent required, a Prospectus Supplement will be distributed that will set
forth the specific shares to be sold and the terms of the offering, including
the name or names of any underwriters or dealer-agents, any discounts,
commissions and other items constituting compensation from the Selling
Stockholder and any discounts, commissions or concessions allowed or reallowed
or paid to dealers.

The Shares may be sold from time to time in one or more transactions
at a fixed offering price that may be changed or at varying prices determined
at the time of sale or negotiated prices.

The Company has paid substantially all of the expenses incident to the
offering of the Shares, other than commissions and discounts of underwriters,
dealers or agents and the fees and expenses of counsel to the Selling
Stockholder.

VALIDITY OF SECURITIES

The validity of the Shares has been passed upon by Davis, Graham &
Stubbs LLP Denver, Colorado.

EXPERTS

The Consolidated Financial Statements of the Company included in its
Annual Report on Form 10-K for the year ended December 31, 1996 and
incorporated by reference in this Prospectus, to the extent and for the periods
indicated in their report, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report dated February 24,
1997, with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.

Estimates of historical oil and natural gas reserves of the Company as
of December 31, 1994 and 1995 incorporated by reference herein are based upon
engineering studies prepared by the Company and reviewed by the independent
petroleum engineering firms of Williamson Petroleum Consultants, Inc. and
Netherland, Sewell & Associates, Inc. Estimates of historical oil and natural
gas reserves of the Company as of December 31, 1996 incorporated by reference
herein are based upon engineering studies prepared by the Company. In the
aggregate, 78.4% of the Company's total reserves as of December 31, 1996 were
reviewed by the two engineering firms. Such estimates are incorporated by
reference herein in reliance upon the authority of such firms as experts in
such matters.

10
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16. EXHIBITS

Exhibit
Number Description of Exhibits

3.1 Amended and Restated Certificate of Incorporation of
the Company. (Incorporated herein by reference to
Exhibit 3.1 to the Company's Registration Statement
on Form S-1, No. 33-52774, filed October 2, 1992.)

3.2 Third Amended and Restated Bylaws of the Company
adopted December 16, 1996. (Incorporated herein by
reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-4, No. 333-19433,
filed January 8, 1997.)

4.1 Form of Indenture dated December 1, 1993, entered
into between the Company and the Trustee.
(Incorporated by reference to Exhibit 4.7 to
Amendment No. 3 to the Company's Registration
Statement on Form S-3, No. 33-70354, filed November
23, 1993.)

4.2 Indenture dated November 27, 1996, among the
Company, Orion Acquisition, Inc., HSRTW, Inc., and
Harris Trust and Savings Bank as Trustee.
(Incorporated herein by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-4,
No. 333-19433, filed January 8, 1997.)

4.3 First Supplemental Indenture dated November 25, 1996
among the Company, Orion Acquisition, Inc., HSRTW,
Inc., and Harris Trust and Savings Bank as Trustee.
(Incorporated herein by reference to Exhibit 4.3 to
the Company's Registration Statement on Form S-4,
No. 333-19433, filed January 8, 1997.)

4.4* Registration Rights Agreement between the Company
and Natural Gas Partners, L.P. dated June 17, 1996.

5.1+ Opinion of Davis, Graham & Stubbs LLP

10.1 Amended Note and Warrant Purchase Agreement dated
January 15, 1991, among NGP, Resolute Resources,
Inc., and the Company. (Incorporated by reference
to Exhibit 4.4.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31,
1990, filed February 14, 1991.)

10.1.1 Amendment No. 1 to Note and Warrant Purchase
Agreement dated June 28, 1991, between the Company
and NGP. (Incorporated by reference to Exhibit
4.4.2 to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1991, filed
September 30, 1991.)

10.1.2 Second Amendment to Note and Warrant Purchase
Agreement dated August 17, 1992, between the Company
and NGP. (Incorporated by reference to Exhibit
4.2.2 to Amendment No. 2 to the Company's
Registration Statement on Form S-1, No. 33-52774,
filed November 19, 1992.)

10.1.3 Third Amendment to Note and Warrant Purchase
Agreement dated October 21, 1993, between the
Company and NGP. (Incorporated by reference to
Exhibit 4.1.3 to Amendment

II-1
<PAGE> 15
No. 2 to the Company's Registration Statement on
Form S-3, No. 33-70354, filed November 23, 1993.)

10.2 Amended and Restated Warrant Agreement dated January
15, 1991, between NGP and the Company.
(Incorporated by reference to Exhibit 4.5.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1990, filed February 14,
1991.)

10.3 Amended Warrant No. W-1, dated January 15, 1991, and
issued by the Company to NGP. (Incorporated by
reference to Exhibit 4.6.1 to the Form 8, Second
Amendment to Form 10, filed April 8, 1991.)

10.3.1 Amendment No. 1 to Amended Warrant No. W-1, dated
December 30, 1991, and issued by the Company to NGP.
(Incorporated by reference to Exhibit 4.6.2 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1991, filed on February
14, 1991.)

10.4 Form of Warrant No. W-10, dated January 28, 1992,
and issued by the Company to NGP. (Incorporated by
reference to Exhibit 4.16 to Amendment No. 1 to the
Company's Registration Statement on Form S-1, No.
33-52774, filed November 9, 1992.)

10.5 1987 Stock Incentive Plan, as amended December 2,
1996. (Incorporated by reference to Exhibit 10.5 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, filed March 19,
1997.)

10.6 Common Stock Purchase Warrant dated July 12, 1990 by
the Company to James E. Duffy. (Incorporated by
reference to Exhibit 10.5 to the Form 8, Second
Amendment to Form 10, filed April 8, 1991.)

10.7 HS Resources, Inc. Rule 701 Compensatory Benefit
Plan. (Incorporated by reference to Exhibit 10.5.2
to the Form 8, Second Amendment to Form 10 filed
April 8, 1991.)

10.8 1992 Directors' Stock Option Plan. (Incorporated by
reference to Exhibit 10.10 to Amendment No. 1 to the
Company's Registration Statement on Form S-1, No.
33-52774, filed November 9, 1992.)

10.8.1 1993 Directors' Stock Option Plan. (Incorporated by
reference to Exhibit 10.8.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993, filed March 31, 1994 (as amended
by Form 10-K/A-1 on April 8, 1994.))

10.9 Form of Indemnification Agreement for Directors of
the Company. (Incorporated by reference to Exhibit
10.16 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, filed
March 25, 1996.)

10.10 Lease Agreement dated October 6, 1993, between the
Company and JMB Group Trust IV and Endowment and
Foundation Realty, Ltd.--JMB III for the premises at
One Maritime Plaza, San Francisco, California.
(Incorporated by reference to Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, filed March 31, 1994
(as amended by Form 10-K/A-1 on April 8, 1994.))

10.11 Lease Agreement dated March 28, 1994, between the
Company and 1999 Broadway Partnership for the
premises at 1999 Broadway, Denver, Colorado.
(Incorporated by reference to Exhibit 10.15 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994, filed August 12, 1994.)

II-2
<PAGE> 16
10.12 Interest exchange agreement between The Chase
Manhattan Bank, N.A. and the Company dated May 9,
1995. (Incorporated by reference to Exhibit 10.19
to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995, filed August 14,
1995.)

10.13 Amended and Restated Agreement and Plan of Merger,
dated as of April 29, 1996, among the Company, HSR
Acquisition, Inc. and Tide West Oil Co.
(Incorporated by reference as Annex A to Amendment
No. 2 to the Company's Registration Statement on
Form S-4, No. 333-01991, filed on May 2, 1996.)

10.14 Agreement for Purchase and Sale of Assets
[Monetization], dated as of February 24, 1996, among
the Company, Basin Exploration, Inc. ("Basin") and
Orion Acquisition, Inc. (Incorporated by reference
to Exhibit 2.3 to the Company's Form 8-K, filed
March 12, 1996.)

10.15 Agreement for Purchase and Sale of Assets
[Wattenberg], dated as of February 24, 1996, among
the Company, Orion Acquisition, Inc. and Basin.
(Incorporated by reference to Exhibit A to the
Company's Schedule 13D relating to Basin
Exploration, Inc. filed on March 6, 1996.)

10.16 Purchase and Sale Agreement, dated December 1, 1995,
between the Company and Wattenberg Gas Investments,
LLC. (Incorporated by reference to Exhibit 10.26 to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, filed March 25,
1996.)

10.17 Rights Agreement, dated as of February 28, 1996,
between the Company and Harris Trust Company of
California as Rights Agent. (Incorporated by
reference to Exhibit 1 to the Company's Form 8-A,
filed March 11, 1996.)

10.18 Purchase and Sale Agreement dated March 25, 1996
between Orion Acquisition, Inc., the Company and
Wattenberg Resources Land, L.L.C. (Incorporated by
reference to Exhibit 10.28 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, filed May 15, 1996.)

10.19 Credit Agreement, dated as of June 7, 1996, among
the Company and The Chase Manhattan Bank, N.A.
("Chase"), as agent of the Banks signatory thereto.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)

10.20 Amended and Restated Credit Agreement dated as of
June 14, 1996, among the Company, Chase as agent,
and the Banks signatory thereto. (Incorporated by
reference to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996, filed
August 14, 1996.)

10.21 First Amendment to Amended and Restated Credit
Agreement dated as of June 17, 1996, by and among
the Company and Chase in its individual capacity and
as agent for the Lenders. (Incorporated by
reference to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996, filed
August 14, 1996.)

10.22 Second Amendment to Amended and Restated Credit
Agreement dated as of November 27, 1996 among the
Company and Chase in its individual capacity and as
agent for the Lenders. (Incorporated herein by
reference to Exhibit 10.22 to the Company's
Registration Statement on Form S-4, No. 333-19433,
filed January 8, 1997.)

10.23 Assignment of Liens and Amendment of Amended,
Restated and Consolidated Mortgage, Assignment of
Production, Security Agreement and Financing
Statement, dated June 14,

II-3
<PAGE> 17
1996, among Chase (Assignor), Chase (Assignee) and
the Company. (Incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)

10.24 Guaranty Agreement by HSR Acquisition, Inc. in favor
of Chase, as Agent, dated June 14, 1996.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)

10.25 Guaranty Agreement by Orion Acquisition, Inc. in
favor of Chase, as Agent, dated June 14, 1996.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)

10.26 First Amendment to Guaranty Agreement dated as of
June 17, 1996, by and among Orion Acquisition, Inc.
and Chase, in its individual capacity and as agent
for the Lenders. (Incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)

10.27 First Amendment to Guaranty Agreement dated as of
June 17, 1996, by and among HSRTW, Inc. (formerly
HSR Acquisition, Inc.) and Chase, in its individual
capacity and as agent for the Lenders.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)

10.28 Third Amendment and Supplement to Amended, Restated
and Consolidated Mortgage, Assignment of Production,
Security Agreement and Financing Statement, dated as
of July 15, 1996, by and between the Company and
Chase. (Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)

10.29 Hedging Agreement between Chase and the Company
dated May 1, 1996. (Incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)

10.30 Hedging Agreement between Chase and the Company
dated May 1, 1996. (Incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)

10.31 Hedging Agreement between Chase and the Company
dated June 1, 1996. (Incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, filed August 14, 1996.)

10.32 Purchase and Sale Agreement between the Company and
Wattenberg Gas Investments, LLC dated April 25,
1996. (Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)

10.33 Purchase and Sale Agreement between Wattenberg
Resources Land L.L.C. and Wattenberg Gas
Investments, LLC dated May 21, 1996. (Incorporated
by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996, filed
August 14, 1996.)

10.34 Purchase and Sale Agreement between Orion
Acquisition, Inc. and Wattenberg Gas Investments,
LLC dated June 14, 1996. (Incorporated by reference
to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996, filed August 14,
1996.)

II-4
<PAGE> 18
10.35 Purchase and Sale Agreement between Wattenberg
Resources Land L.L.C. and Wattenberg Gas
Investments, LLC dated June 14, 1996. (Incorporated
by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996, filed
August 14, 1996.)

10.36 Purchase and Sale Agreement between Orion
Acquisition, Inc. and Wattenberg Gas Investments,
LLC dated June 14, 1996. (Incorporated by reference
to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996, filed August 14,
1996.)

10.37 Purchase and Sale Agreement between the Company and
Wattenberg Gas Investments, LLC dated June 28, 1996.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed August 14, 1996.)

10.38 Purchase and Sale Agreement between HSRTW, Inc. and
Westtide Investments, LLC dated August 9, 1996.
(Incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, filed November 7, 1996.)

10.39 Acquisition Agreement between the Company and TCW
Portfolio No. 1555 DR V Sub-Custody Partnership,
L.P. dated August 30, 1996. (Incorporated by
reference to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1996, filed
November 7, 1996.)

10.40 Purchase Agreement dated November 27, 1996 among the
Company, Orion Acquisition, Inc., HSRTW, Inc.,
Salomon Brothers Inc., Chase Securities Inc., Lehman
Brothers Inc., and Prudential Securities
Incorporated. (Incorporated by reference to Exhibit
10.40 to the Company's Registration Statement on
Form S-4, No. 333-19433, filed January 8, 1997.)

10.41 Registration Agreement dated November 27, 1996 among
the Company, Orion Acquisition, Inc., HSRTW, Inc.,
and Salomon Brothers Inc. in its individual capacity
and as agent for Chase Securities Inc., Lehman
Brothers Inc., and Prudential Securities
Incorporated. (Incorporated by reference to Exhibit
10.41 to the Company's Registration Statement on
Form S-4, No. 333- 19433, filed January 8, 1997.)

10.42 Employment Agreement between James Piccone and the
Company, dated April 21, 1995. (Incorporated by
reference to Exhibit 10.42 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1996, filed March 19, 1997.)

23.1* Consent of Arthur Andersen LLP.

23.2* Consent of Williamson Petroleum Consultants, Inc.

23.3* Consent of Netherland, Sewell & Associates, Inc.

23.4+ Consent of Davis, Graham & Stubbs LLP (contained in
Exhibit 5.1).

* Filed herewith
+ To be filed by amendment or subsequently incorporated herein

ITEM 17. UNDERTAKINGS

The Registrant hereby undertakes that, for the 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

II-5
<PAGE> 19
the Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or
sales are being made, a post-effective
amendment to this Registration Statement:

(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(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 of
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; and

(iii) to include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement,

provided, however, that paragraphs (a)(i) and (a)(ii) do
not apply if the information required to be included in
a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, that are incorporated
by reference in the Registration Statement;

(b) That for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

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

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 foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 is incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

II-6
<PAGE> 20
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Denver, Colorado on the sixth day of June, 1997.

HS Resources, Inc.
a Delaware corporation

By: /s/ Nicholas J. Sutton
--------------------------------------
Nicholas J. Sutton
Chairman of the Board and Chief
Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Nicholas J. Sutton, P. Michael
Highum and James E. Duffy, and each of them his true and lawful
attorneys-in-fact and agents with full power and substitution and
resubstitution, for such person and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including without limitation
post-effective amendments and any amendments pursuant to Rule 462 under the
Securities Act) to this Registration Statement, and to file the same with the
Securities and Exchange Commission, together with any exhibits thereto and
other documents therewith, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and perform each and every act and
thing requisite or necessary and advisable to enable the Registrant to comply
with the Securities Act and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof to be done in and about
the premises, as fully to all intents and purposes and he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-3 has been signed by the following persons in the
capacities and on the date indicated.

June 6, 1997 By: /s/ Nicholas J. Sutton
Date ----------------------------------------
Nicholas J. Sutton
Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer)

June 6, 1997 By: /s/ P. Michael Highum
Date ----------------------------------------
P. Michael Highum
President and Director (Principal
Executive Officer)

June 6, 1997 By: /s/ James E. Duffy
Date ----------------------------------------
James E. Duffy
Vice President - Finance and Chief
Financial Officer and
Director (Principal Financial
Officer)

II-7
<PAGE> 21
June 6, 1997 By: /s/ Annette M. Montoya
Date ----------------------------------------
Annette M. Montoya
Vice President - Accounting/HR/OM

June 6, 1997 By: /s/ Kenneth A. Hersh
Date ----------------------------------------
Kenneth A. Hersh
Director

June 6, 1997 By: /s/ Michael J. Savage
Date ----------------------------------------
Michael J. Savage
Director

June 6, 1997 By: /s/ Philip B. Smith
Date ----------------------------------------
Philip B. Smith
Director

II-8
<PAGE> 22
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
<S> <C> <C>
4.4 Registration Rights Agreement between the Company and Natural
Gas Partners, L.P. dated June 17, 1996.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Williamson Petroleum Consultants, Inc.

23.3 Consent of Netherland, Sewell & Associates, Inc.
</TABLE>

<PAGE> 1
EXHIBIT 4.4

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into this 17th day of June, 1996, by and between HS Resources,
Inc., a Delaware corporation (the "Company"); and Natural Gas Partners, L.P., a
Delaware limited partnership (the "Shareholder").

Background. The Company and Tide West Oil Company ("Tide West") are
parties to that certain Agreement and Plan of Merger (the "Merger Agreement")
pursuant to which the Company is issuing to the shareholders of Tide West,
including the Shareholder, shares of the Company's common stock, par value
$.001 ("Common Stock").

In consideration of the transactions effected pursuant to the Merger
Agreement and the mutual covenants and agreements herein set forth, the parties
to this Agreement hereby agree, subject to the terms and conditions hereinafter
set forth, as follows:

1. Definitions. As used herein, unless the context otherwise
requires, the following terms shall have the following respective meanings:

Commission: The Securities and Exchange Commission or any other
governmental authority at the time administering the Securities Act or the
Exchange Act.

Exchange Act: The Securities Exchange Act of 1934, as amended, or any
similar or successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Exchange Act shall include a reference
to the comparable section, if any, of any such similar or successor federal
statute.

Person: A corporation, an association, a partnership, a limited
liability company, an individual, a joint venture, a trust or estate, an
unincorporated organization, or a government or any department or agency
thereof.

Registrable Securities: (a) Any shares of Common Stock issued to the
Shareholder under the terms of or in conjunction with the Merger Agreement, and
(b) any securities issued or issuable with respect to any Common Stock referred
to in the foregoing clause by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise; provided, however, that no
shares of Common Stock issued or issuable to the Shareholder prior to the
consummation of the transactions contemplated in the Merger Agreement shall be
considered Registrable Securities. As to any particular Registrable
Securities, once issued, such securities shall cease to be Registrable
Securities when (v) a registration statement with respect to the sale of such
securities shall have become effective under the Securities Act and such
securities shall have been disposed of in accordance with such registration
statement, (w) they shall become freely tradeable under Rule 144 under the
Securities Act without limitation as to volume, (x) they shall have been
transferred pursuant to Rule 144 or Rule 144A (or any successor provision)
under the Securities Act, (y) they shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further
<PAGE> 2
transfer shall have been delivered by the Company and subsequent disposition of
them shall not require registration or qualification under the Securities Act
or any similar state law then in force, or (z) they shall have ceased to be
outstanding.

Registration Expenses: All expenses incident to the Company's
performance of or compliance with Section 2 of this Agreement, including
without limitation all registration, filing and listing or NASDAQ fees, all
fees and expenses of complying with securities or blue sky laws, all word
processing, duplicating and printing expenses, all messenger and delivery
expenses, the fees and disbursements of counsel for the Company and of its
independent public accountants (including without limitation the expenses of
any special audits or "cold comfort" letters required by or incident to such
performance and compliance), premiums and other costs of policies of insurance,
if any, against liabilities arising out of the public offering of the
Registrable Securities being registered, and any fees and disbursements of
underwriters customarily paid by issuers or sellers of securities, but
excluding underwriting discounts and commissions, transfer taxes, if any,
relating to the Registrable Securities being registered, and the fees and
disbursements of any counsel retained by the holder or holders of the
Registrable Securities being registered.

Securities Act: The Securities Act of 1933, as amended, or any similar
or successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. References to a
particular section of the Securities Act shall include a reference to the
comparable section, if any, of any such similar or successor federal statute.

Shelf Registration: As defined in Section 2.1 of this Agreement.

2. Registration under Securities Act

2.1 Shelf Registration. The Company will prepare and file a "shelf"
registration statement on an appropriate form pursuant to Rule 415 under the
Securities Act (or any similar rule that may be adopted by the Commission) with
respect to the Registrable Securities (together with any subsequent "shelf"
registration statement filed pursuant hereto, the "Shelf Registration"), and
will use its best efforts to have the Shelf Registration declared effective on
or before the first anniversary of the date hereof. The Company will pay all
Registration Expenses in connection with the Shelf Registration. The Shelf
Registration shall be kept continuously effective for a period ending not less
than three years after the date hereof and thereafter until such time as the
amount of Registrable Securities held by the Shareholder, together with the
Shareholder's affiliates, represents less than 10 percent of the then
outstanding Common Stock (the "Registration Period").

2.2 Registration on Request. (a) Request. Upon the written
request, made at any time during the period commencing on the first anniversary
of the date hereof, and continuing throughout the Registration Period, of the
holder or holders of not less than 50 percent of the Registrable Securities,
that the Company effect the registration under the Securities Act of all or
part of such holders' Registrable Securities (provided that the Registrable
Securities so requested to be registered represent not less than 50 percent of
the Registrable Securities), and specifying the intended method of disposition
thereof (including

-2-
<PAGE> 3
whether or not such disposition is intended to be effected as an underwritten
offering), the Company will, within 15 days after the date of such written
request, give written notice of such requested registration to all other
holders of Registrable Securities and thereupon the Company will use its best
efforts to effect the registration under the Securities Act of:

(i) the Registrable Securities which the Company
has been so requested to register by the holder or holders submitting
the request, and

(ii) all other Registrable Securities which the
Company has been requested to register by the holder or holders
thereof by written request given to the Company within 15 days after
the giving of such written notice by the Company (which request shall
specify the intended method of disposition of such Registrable
Securities),

all to the extent requisite to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities so to be
registered.

If any holder or holders of Registrable Securities requesting
registration under this Section 2.2(a) shall specify that the intended method
of disposition is to be an underwritten offering, such holder or holders shall
consult with the Company concerning the feasibility of effecting such
disposition as an underwritten offering. The Company shall use its best
efforts to effect such disposition as an underwritten offering unless, after
such consultation, the Company and such holder or holders shall agree not to
pursue such method of disposition.

(b) Registration of Other Securities. Whenever the
Company shall effect a registration pursuant to this Section 2.2 in connection
with an underwritten offering by one or more holders of Registrable Securities,
no securities other than Registrable Securities shall be included among the
securities covered by such registration unless (i) the managing underwriter of
such offering shall have advised each holder of Registrable Securities to be
covered by such registration that the inclusion of such other securities would
not adversely affect such offering, and (ii) the requirements of Section 2.2(g)
below are satisfied.

(c) Registration Statement Form. Registrations under
this Section 2.2 shall be on such appropriate registration form of the
Commission (i) for which the Company qualifies and which the Company's counsel
(after consultation with counsel for the holders of Registrable Securities)
deems appropriate, and (ii) as shall permit the disposition of such Registrable
Securities in accordance with the intended method or methods of disposition
specified in the request for such registration. The Company agrees to include
in any such registration statement all information as to the holder or holders
of the Registrable Securities being registered which such holder or holders
shall reasonably request or which shall be required by applicable law.

(d) Expenses. Except as provided in Section 2.2(e)
below, the Company will pay all Registration Expenses incurred in connection
with any registration requested pursuant to this Section 2.2 which the Company
is obligated to effect, whether or not such registration is effected.

-3-
<PAGE> 4
(e) Effected Registration Statement. A registration
requested pursuant to this Section 2.2 shall be deemed to have been effected
(i) if a registration statement with respect thereto has become effective, (ii)
if the registration statement is withdrawn prior to its effectiveness pursuant
to the request of all of the holders of Registrable Securities who have
requested the inclusion in such registration statement of some or all of their
Registrable Securities, unless one or more of the holders of Registrable
Securities have elected to pay (and shall actually have paid) the Registration
Expenses relating thereto, (iii) if, after the registration statement has
become effective, such registration is interfered with by any stop order,
injunction or other order or requirement of the Commission or other
governmental agency or court for any reason and such stop order, injunction or
other order or requirement results from any action or inaction of a holder or
holders of Registrable Securities, or (iv) if the conditions to closing
specified in the purchase agreement or underwriting agreement entered into in
connection with such registration are not satisfied or waived and such
conditions are not satisfied due to a failure by a holder of Registrable
Securities to satisfy a condition required to be satisfied by such holder
pursuant to the purchase agreement or underwriting agreement, unless one or
more of the holders of Registrable Securities have elected to pay (and shall
actually have paid) the Registration Expenses relating thereto.

(f) Selection of Underwriters. If a requested
registration pursuant to this Section 2.2 involves an underwritten offering,
the underwriter or underwriters thereof shall be selected by the holder or
holders of a majority of the Registrable Securities to be so registered,
subject to the approval of the Company, such approval not to be unreasonably
withheld.

(g) Priority in Requested Registrations. If a requested
registration pursuant to this Section 2.2 involves an underwritten offering,
and the managing underwriter shall advise the Company in writing (with a copy
to each holder of Registrable Securities requesting registration) that, in its
opinion, the number of Registrable Securities and other securities of the
Company held by any other party requested to be included in such registration
exceeds the number which can be sold in (or during the time of) such offering
within a price range acceptable to the holder or holders of a majority (by
number of shares) of the Registrable Securities requested to be included in
such registration, the Company will include in such registration all
Registrable Securities requested to be included in such registration (unless
the provisions of the following sentence apply) and will include in such
registration other securities of the Company (including any securities proposed
to be issued and sold by the Company) held by any other party only to the
extent that the number of shares which the Company is advised can be so sold in
(or during the time of) such offering exceeds the number of Registrable
Securities to be included in such registration. If a requested registration
pursuant to this Section 2.2 involves an underwritten offering, and the
managing underwriter shall advise the Company in writing (with a copy to each
holder of Registrable Securities requesting registration) that, in its opinion,
the number of Registrable Securities requested to be included in such
registration exceeds the number which can be sold in (or during the time of)
such offering within a price range acceptable to the holder or holders of a
majority (by number of shares) of the Registrable Securities requested to be
included in such registration, the Company will include in such registration
only Registrable Securities requested to be included in such registration and
only to the extent of the number of shares which the Company is advised can be
so sold in (or during the time of) such

-4-
<PAGE> 5
offering; the Registrable Securities to be included in such registration shall
be taken up pro rata from the holder or holders of Registrable Securities
requesting such registration on the basis of the percentage of Registrable
Securities requested to be included in such registration.

(h) Limitation on Registrations. The Company's
obligations under this Section 2.2 shall be limited to effecting two
registrations, within the meaning of Section 2.2(e) above.

(i) Company's Right to Delay
Registration. Notwithstanding the foregoing provisions of this Section 2.2,
(i) the Company shall not be obligated to effect a registration pursuant to
this Section 2.2 within a period of 120 days after the effective date of a
registration statement previously filed as a result of a request pursuant to
this Section 2.2; (ii) if the Company has issued and sold to the public,
pursuant to a registration statement filed under the Securities Act, any of its
securities within three months prior to the date of its receipt of a request
for registration pursuant to this Section 2.2 and the Company's investment
banker has advised the Company in writing that the registration of Registrable
Securities would adversely affect the market for the Company's securities
covered by such registration statement, the Company shall have the right to
delay the requested registration of Registrable Securities for such period as
the investment banker may so advise, but no more than 120 days after the date
on which such request was made; and (iii) the Company shall be entitled to
postpone for a reasonable period of time the filing of any registration
statement otherwise required to be prepared and filed by it pursuant to this
Section 2.2 if, at the time it receives a request for registration pursuant to
this Section 2.2, the Company determines, in its reasonable judgment, that such
registration and offering would materially interfere with any financing,
acquisition, corporate reorganization or other material transaction involving
the Company or any of its affiliates and promptly gives the holders of
Registrable Securities written notice of such determination.

2.3 Incidental Registration. (a) Right to Include Registrable
Securities. If the Company at any time proposes to register any of its equity
securities under the Securities Act (other than by a registration on Form S-8
or Form S-4 or any successor or similar form and other than pursuant to Section
2.1 or 2.2 of this Agreement), whether or not for sale for its own account,
each such time it will give prompt written notice to all holders of Registrable
Securities of its intention to do so, of the intended method of disposition,
and of such holders' rights under this Section 2.3. Upon the written request
of any such holder made within 15 days after the receipt of any such notice
(which request shall specify the Registrable Securities intended to be disposed
of by such holder and the intended method of disposition thereof, which can be
by underwritten offering, even if such was not intended by the Company), the
Company will use its best efforts to effect the registration under the
Securities Act of all Registrable Securities which the Company has been so
requested to register by a holder or holders of Registrable Securities, to the
extent requisite to permit the disposition (in accordance with the intended
methods thereof as aforesaid) of the Registrable Securities so to be
registered; provided, that if, at any time after giving written notice of its
intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason, after consultation with the holder or holders
of Registrable Securities which have requested inclusion in such registration,
not to register or to delay registration of such securities, the

-5-
<PAGE> 6
Company may, at its election, give written notice of such determination to each
such holder of Registrable Securities and, thereupon, (i) in the case of a
determination not to register, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration (but not from
its obligation to pay the Registration Expenses in connection therewith),
without prejudice, however, to the rights of any holder or holders of
Registrable Securities entitled to do so to request that such registration be
effected as a registration under Section 2.2 above, and (ii) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities for the same period as the delay in registering such
other securities. No registration effected under this Section 2.3 shall
relieve the Company of its obligation to effect any registration under Section
2.1 above or upon request under Section 2.2 above. The Company will pay all
Registration Expenses in connection with each registration of Registrable
Securities requested pursuant to this Section 2.3.

(b) Priority in Incidental Registrations. If (i) a
registration pursuant to this Section 2.3 involves an underwritten offering of
the securities so being registered, whether or not for sale for the account of
the Company, to be distributed by or through one or more underwriters under
underwriting terms appropriate for such a transaction, (ii) the Registrable
Securities so requested to be registered for sale for the account of a holder
or holders of Registrable Securities are not also to be included in such
underwritten offering (because the Company has not been requested so to include
such Registrable Securities pursuant to Section 2.5(b) below), and (iii) the
managing underwriter of such underwritten offering shall inform the Company and
the holder or holders of Registrable Securities requesting such registration in
writing of its belief that the number of securities requested to be included in
such registration exceeds the number which can be sold in (or during the time
of) such offering, then the Company shall include in such registration only
securities proposed to be sold by the Company for its own account, Registrable
Securities and securities having registration rights that are pari passu to
those relating to the Registrable Securities (the "Pari Passu Securities"). If
the registration was initiated by the Company without a registration having
been requested, under Section 2.2 above, within the prior 120-day period, the
Company may include all securities proposed by the Company to be sold for its
own account and may decrease the number of Registrable Securities and Pari
Passu Securities so proposed to be sold and so requested to be included in such
registration (pro rata on the basis of the percentage of the securities of the
Company, by number of shares, requested to be included in the registration by
the holder or holders of such Registrable Securities and Pari Passu Securities)
to the extent necessary to reduce the number of securities to be included in
the registration to the level recommended by the managing underwriter. If,
however, the registration was initiated by the Company within 120 days of a
requested registration and is in response thereto or in lieu thereof, then the
Company shall include in the registration all Registrable Securities requested
to be included in such registration and shall decrease the number of securities
proposed to be sold by the Company and to be included in such registration to
the extent necessary to reduce the number of securities to be included in the
registration to the level recommended by the managing underwriter.

2.4 Registration Procedures. Whenever the Company is required
to effect, or to use its best efforts to effect, the registration of any
Registrable Securities under the Securities

-6-
<PAGE> 7
Act as provided in Section 2.1, 2.2 or 2.3 above, the Company will, as
expeditiously as possible:

(a) with respect to the registration of Registrable
Securities under the Securities Act as provided in Section 2.2 or 2.3
above, prepare and (as soon thereafter as possible or in any event no
later than 90 days after the end of the period within which requests
for registration may be given to the Company or such longer period as
the Company shall in good faith require to produce the financial
statements required in connection with such registration) file with
the Commission the requisite registration statement to effect such
registration and thereafter use its best efforts to cause such
registration statement to become effective; provided, however, that
the Company may discontinue any registration of its securities which
are not Registrable Securities at any time prior to the effective date
of the registration statement relating thereto;

(b) prepare and file with the Commission such
amendments and supplements to the requisite registration statement and
the prospectus used in connection therewith as may be necessary to
keep such registration statement effective and to comply with the
provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement until such time
as all of such securities have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as
set forth in such registration statement, but in no event for a period
which would exceed 180 days from the date on which the registration
statement became effective; provided, however, the Shelf Registration
shall be kept effective for the time period set forth in Section 2.1
above;

(c) furnish to each seller of Registrable
Securities covered by such registration statement such number of
conformed copies of such registration statement and of each amendment
and supplement thereto (in each case including all exhibits), such
number of copies of the prospectus contained in such registration
statement (including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424 under the
Securities Act, in conformity with the requirements of the Securities
Act, and such other documents, as such seller may reasonably request;

(d) use its best efforts to register or qualify all
Registrable Securities and other securities covered by such
registration statement under such other securities or blue sky laws of
such jurisdictions as each seller thereof shall reasonably request, to
keep such registration or qualification in effect for so long as such
registration statement remains in effect, and take any other action
which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the securities
owned by such seller, except that the Company shall not for any such
purpose be required to either qualify generally to do business as a
foreign corporation, or subject itself to taxation in any jurisdiction
wherein it would not, but for the requirements of this subparagraph
(d), be obligated to be so qualified or subject to taxation or to
consent to general service of process in any such

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<PAGE> 8
jurisdiction or to any material restrictions on the conduct of its
business, or any restrictions on payments to any of its shareholders;

(e) use its best efforts to cause all Registrable
Securities covered by such registration statement to be registered
with or approved by such other governmental agencies or authorities as
may be necessary to enable the seller or sellers thereof to consummate
the disposition of such Registrable Securities;

(f) furnish to each seller of Registrable
Securities a signed counterpart, addressed to such seller (and the
underwriters, if any) of (i) an opinion of counsel for the Company,
dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, dated the date
of the closing under the underwriting agreement) reasonably
satisfactory in form and substance to such seller, and (ii) a "comfort
letter," dated the effective date of such registration statement (and,
if such registration includes an underwritten public offering, dated
the date of the closing under the underwriting agreement), signed by
the independent public accountants who have audited the Company's
financial statements included in such registration statement, in each
case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in
the case of the accountants' letter, with respect to events subsequent
to the date of such financial statements, as are customarily covered
in opinions of issuer's counsel and in accountants' letters delivered
to the underwriters in underwritten public offerings of securities
and, in the case of the accountants' letter, such other financial
matters, and, in the case of the legal opinion, such other legal
matters, as such seller or such holder (or the underwriters, if any)
may reasonably request;

(g) notify each seller of Registrable Securities
covered by such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act,
upon discovery that, or upon the happening of any event as a result of
which, the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the
circumstances under which they were made, and at the request of any
such seller or holder promptly prepare and furnish to such seller or
holder a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such securities, such
prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light
of the circumstances under which they were made;

(h) otherwise use its best efforts to comply with
all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably practicable,
an historical earnings statement covering the period of at least 12
months, but not more than 18 months, beginning with the first month of
the first full fiscal quarter after the effective date of such
registration statement, which

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<PAGE> 9
earnings statement shall satisfy the provisions of Section 11(a) of
the Securities Act, and will furnish to each such seller at least five
business days prior to the filing thereof a copy of any amendment or
supplement to such registration statement or prospectus and shall not
file any thereof to which any such seller shall have reasonably
objected on the grounds that such amendment or supplement does not
comply in all material respects with the requirements of the
Securities Act or the rules or regulations thereunder;

(i) provide and cause to be maintained a transfer
agent and registrar for all Registrable Securities covered by such
registration statement from and after a date not later than the
effective date of such registration statement; and

(j) use its best efforts to list all Registrable
Securities covered by such registration statement on any securities
exchange on which any of the Common Stock is then listed.

The Company may require each seller of Registrable Securities as to
which any registration is being effected to furnish the Company such
information regarding such seller and the distribution of such securities as
the Company may from time to time reasonably request in writing.

Each holder of Registrable Securities agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 2.4(g) above, (i) such holder will forthwith discontinue such holder's
disposition of Registrable Securities pursuant to the registration statement
relating to such Registrable Securities until such holder's receipt of the
copies of the supplemented or amended prospectus contemplated by said Section
2.4(g), (ii) such holder will promptly deliver copies of such supplemented or
amended prospectus to each purchaser or potential purchaser to whom such holder
had delivered the initial prospectus, and (iii) if so directed by the Company,
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such holder's possession of the prospectus
relating to such Registrable Securities current at the time of receipt of such
notice.

Each holder of Registrable Securities further agrees that, prior to
any disposition of Registrable Securities pursuant to the Shelf Registration,
such holder shall give written notice of the desired disposition to the
Company, including the anticipated date thereof, and such holder shall not
effect such disposition until such holder either (i) has received from the
Company copies of a supplemented or amended prospectus as contemplated in
Section 2.4(g) above, or (ii) has been advised in writing by the Company that
the use of the applicable prospectus is appropriate and has received copies of
any previous amendments or supplements thereto.

2.5 Underwritten Offerings. (a) Requested Underwritten
Offerings. If an offering requested by holders of Registrable Securities
pursuant to Section 2.2 above is to be underwritten, the Company will enter
into an underwriting agreement with the underwriters for such offering, such
agreement to be satisfactory in substance and form to the Company, each such
holder and the underwriters and to contain such representations and warranties
by

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<PAGE> 10
the Company and such other terms as are generally prevailing in agreements of
this type. The holder or holders of Registrable Securities requesting
registration will reasonably cooperate with the Company in the negotiation of
the underwriting agreement, provided that nothing herein contained shall
diminish the foregoing obligations of the Company. The holder or holders of
Registrable Securities to be distributed by such underwriters shall be parties
to such underwriting agreement and any necessary or appropriate custody
agreements, shall execute appropriate powers of attorney, and may, at their
option, require that any or all of the representations and warranties by, and
the other agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such holder or
holders of Registrable Securities and that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting
agreement be conditions precedent to the obligations of such holder or holders
of Registrable Securities. Any such holder of Registrable Securities shall not
be required to make any representations or warranties to or agreements with the
Company or the underwriters other than representations, warranties or
agreements regarding such holder, such holder's Registrable Securities and such
holder's intended method of distribution and any other representation required
by law.

(b) Incidental Underwritten Offerings. If the Company
at any time proposes to register any of its securities under the Securities
Act, as contemplated by Section 2.3 above, and such securities are to be
distributed by or through one or more underwriters, the Company will, if
requested by any holder of Registrable Securities as provided in said Section
2.3 and subject to the provisions of this Section 2.5(b), arrange for such
underwriters to include all of the Registrable Securities to be offered and
sold by such holder among the securities to be distributed by such
underwriters. In the event that the managing underwriter of any underwritten
offering shall inform the Company and the holder or holders of Registrable
Securities requesting the inclusion of their securities in such offering in
writing of its belief that the number of securities requested to be sold in
such offering exceeds the number which can be sold in such offering, then the
Company shall include in such offering only securities proposed to be sold by
the Company for its own account and Registrable Securities and Pari Passu
Securities. If the registration was initiated by the Company without
registration having been requested, under Section 2.2 above, within the prior
120-day period, the Company may include in such offering all securities
proposed by the Company to be sold for its own account and may decrease the
number of Registrable Securities and Pari Passu Securities so proposed to be
sold and so requested to be included in such offering (pro rata on the basis of
the percentage of the securities, by number of shares, of the Company requested
to be included in the offering by the holder or holders of such Registrable
Securities and Pari Passu Securities) to the extent necessary to reduce the
number of securities to be included in such offering to the level recommended
by the managing underwriter. If, however, the registration was initiated by
the Company within 120 days of a requested registration and is in response
thereto or in lieu thereof, then the Company shall include in the registration
all Registrable Securities requested to be included in such registration and
shall decrease the number of securities proposed to be sold by the Company and
to be included in such registration to the extent necessary to reduce the
number of securities to be included in the registration to the level
recommended by the managing underwriter. The holder or holders of Registrable
Securities to be distributed by such underwriters shall be parties to the
underwriting agreement between the Company and such

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<PAGE> 11
underwriters and any necessary or appropriate custody agreements, shall execute
appropriate powers of attorney, and may, at their option, require that any or
all of the representations and warranties by, and the other agreements on the
part of, the Company to and for the benefit of such underwriters shall also be
made to and for the benefit of such holder or holders of Registrable Securities
and that any or all of the conditions precedent to the obligations of such
underwriters under such underwriting agreement be conditions precedent to the
obligations of such holder or holders of Registrable Securities. Any such
holder of Registrable Securities shall not be required to make any
representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding
such holder, such holder's Registrable Securities and such holder's intended
method of distribution and any other representation required by law.

2.6 Preparation; Reasonable Investigation. In connection with
the preparation and filing of each registration statement under the Securities
Act pursuant to this Agreement, the Company will give the holder or holders of
Registrable Securities registered under such registration statement, their
underwriters, if any, and their respective counsel and accountants, the
opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the Commission, and each
amendment or supplement thereto, and will give each of them such access to its
books and records and such opportunities to discuss the business of the Company
with its officers and the independent public accountants who have certified its
financial statements as shall be necessary, in the opinion of such holders' and
such underwriters' respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act.

2.7 Indemnification. (a) Indemnification by the Company. In
the event of any registration of any securities of the Company under the
Securities Act, the Company will, and hereby does, indemnify and hold harmless
the seller of any Registrable Securities covered by such registration
statement, its directors, officers, representatives and agents, each other
Person who participates as an underwriter in the offering or sale of such
securities and each other Person, if any, who controls such seller or any such
underwriter within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such seller or any
such director, officer, representative, agent, underwriter or controlling
Person may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which such securities were registered under
the Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
the Company will reimburse such seller and each such director, officer,
representative, agent, underwriter and controlling Person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, liability, action or proceeding; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in such
registration statement, any such preliminary

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<PAGE> 12
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by such seller specifically for use in the preparation thereof; and
provided further, that the Company shall not be liable to any Person who
participates as an underwriter in the offering or sale of Registrable
Securities or any other Person, if any, who controls such underwriter within
the meaning of the Securities Act, in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of such Person's failure to send or give a copy of the final
prospectus, as the same may be then supplemented or amended, to the Person
asserting an untrue statement or alleged untrue statement or omission or
alleged omission at or prior to the written confirmation of the sale of
Registrable Securities to such Person if such statement or omission was
corrected in such final prospectus. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such seller
or any such director, officer, representative, agent, underwriter or
controlling Person and shall survive the transfer of such securities by such
seller.

(b) Indemnification by the Sellers. The Company may
require, as a condition to including any Registrable Securities in any
registration statement filed pursuant to Section 2.4 above, that the Company
shall have received an undertaking reasonably satisfactory to it from the
prospective seller of such securities, to indemnify and hold harmless (in the
same manner and to the same extent as set forth in Section 2.7(a) above) the
Company, each director, officer, representative and agent of the Company and
each other Person, if any, who controls the Company within the meaning of the
Securities Act, with respect to any statement or alleged statement in or
omission or alleged omission from such registration statement, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, if such statement or alleged statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by such seller specifically for
use in the preparation of such registration statement, preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement. Such indemnity
shall remain in full force and effect, regardless of any investigation made by
or on behalf of the Company or any such director, officer, representative,
agent, or controlling Person and shall survive the transfer of such securities
by such seller.

(c) Notices of Claims and Procedures. Promptly after
receipt by an indemnified Person of notice of the commencement of any action or
proceeding involving a claim referred to in Section 2.7(a) or (b) above, such
indemnified Person will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of
such action; provided, however, that the failure of any indemnified Person to
give notice as provided herein shall not relieve the indemnifying party of its
obligations under Section 2.7(a) or (b) above, except to the extent that the
indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified Person, unless in such
indemnified Person's reasonable judgment a conflict of interest between such
indemnified Person and such indemnifying party may exist in respect of such
claim, the indemnifying party shall be entitled to participate in and to assume
the defense thereof jointly with any other indemnifying party similarly
notified to the extent that it may wish, with counsel reasonably satisfactory
to such indemnified Person, and

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<PAGE> 13
after notice from the indemnifying party to such indemnified Person of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified Person for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof other than
reasonable costs of investigation. If, in such indemnified Person's reasonable
judgment a conflict of interest does or may exist in respect of such claim, the
indemnified Person or Persons shall have the right to select separate counsel
to participate in the defense of such action on behalf of such indemnified
Person or Persons, in which case the indemnifying party shall bear the costs of
such defense. No indemnifying party shall, without the consent of the
indemnified Person, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified Person of a release from all
liability with respect to such claim or litigation and otherwise in form and
substance satisfactory to the indemnified Person. The indemnifying party shall
not be required to indemnify any indemnified Person against any settlement or
judgment which is consented to by an indemnified Person without the consent of
the indemnifying party.

(d) Other Indemnification. Indemnification similar to
that specified in Sections 2.7(a), (b) and (c) above (with appropriate
modifications) shall be given by the Company and each seller of Registrable
Securities with respect to any required registration or other qualification of
securities under any federal or state law or regulation of any governmental
authority other than the Securities Act.

(e) Indemnification Payments. The indemnification
required by this Section 2.7 shall be made by prompt payments of the amounts
thereof during the course of the investigation or defense, as and when bills
are received or expense, loss, damage or liability is incurred.

(f) Contribution. If any of the indemnification
provisions provided for in this Section 2.7 are determined to be unenforceable
or unavailable to an indemnified Person in respect of any claim or action, then
each indemnifying party, in lieu of indemnifying such indemnified Person, shall
contribute to the amount paid or payable by such indemnified Person as a result
of such claims in such proportion as is appropriate to reflect not only the
relative benefits received by the indemnifying party and the indemnified Person
from the registration statement, but also the relative fault of the indemnified
Person and the indemnifying party in connection with the statements or
omissions which resulted in such claim or action as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and the
indemnified Person shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified Person and their
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party as a
result of the claims referred to above shall be deemed to include any legal or
other fees or expenses reasonably incurred by such Person in connection with
investigating or defending any action or claim. No Person guilty of fraudulent
misrepresentation (within the meaning of the Securities Act) shall be entitled
to contribution from any Person who is not guilty of such fraudulent
misrepresentation.

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<PAGE> 14
2.8 Adjustments Affecting Registrable Securities. The Company
will not effect or permit to occur any combination or subdivision of shares
which would materially adversely affect the ability of the holders of
Registrable Securities to include such Registrable Securities in any
registration of its securities contemplated by this Section 2 or the
marketability of such Registrable Securities under any such registration.

3. Rules 144 and 144A. The Company represents and warrants to
the Shareholder that it has filed registration statements pursuant to the
requirements of Section 12 of the Exchange Act and/or pursuant to the
requirements of the Securities Act, and has filed the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder. The Company will take such
further action as any holder of Registrable Securities may reasonably request,
all to the extent required from time to time to enable such holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (a) Rules 144 and 144A under the
Securities Act, as such Rules may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of Registrable Securities, the Company will deliver to
such holder a written statement as to whether it has complied with such
requirements.

4. Amendments and Waivers. This Agreement may be amended and
the Company may take any action herein prohibited or omit to perform any act
herein required to be performed by it, only if the Company shall have obtained
the written consent to such amendment, action or omission to act, of the holder
or holders of a majority of the Registrable Securities at the time outstanding;
provided, however, if such amendment, action or omission to act would adversely
affect the right of any holder of Registrable Securities, no consent thereto
shall be effective without the concurrence of each holder who would be
adversely affected thereby. Each holder of Registrable Securities at the time
or thereafter outstanding shall be bound by a consent authorized by this
Section 4, whether or not such Registrable Securities shall have been marked to
indicate such consent.

5. Notices. All notices and other communications required or
permitted hereunder shall be in writing, and shall be deemed to have been
delivered on the date delivered by hand or transmitted by telegram, facsimile
or by similar means, on the first day following the day when sent by recognized
courier or overnight delivery service (fees prepaid), or on the third day
following the day when deposited in the U.S. mail, registered or certified
(postage prepaid), addressed (a) if to the Shareholder, at the address set
forth in the stock records of the Company, or such address as the Shareholder
shall have furnished to the Company in writing, or (b) if to the Company, to HS
Resources, Inc., One Maritime Plaza, 15th Fl., San Francisco, CA 94111, Attn:
Chief Executive Officer, telephone: (415) 433-5795; facsimile: (415) 433-
5811, with a copy to HS Resources, Inc., 1999 Broadway, Suite 3600, Denver, CO
80202, Attn: General Counsel, telephone: (303) 296-3600, facsimile: (303) 296-
3601, or such other address, or to the attention of such other Person or
Persons, as the Company shall have furnished to each holder of Registrable
Securities at the time outstanding.

6. Assignment. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their respective
successors and assigns. In

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<PAGE> 15
addition, and whether or not any express assignment shall have been made, the
provisions of this Agreement which are for the benefit of the Shareholder shall
also be for the benefit of and enforceable by any subsequent holder of any
Registrable Securities who has executed a copy of this Agreement or otherwise
indicated its agreement to be bound hereby, subject to the provisions
respecting the minimum numbers or percentages of shares of Registrable
Securities required in order to be entitled to certain rights, or take certain
actions, contained herein.

7. Descriptive Headings. The descriptive headings of the
several sections and paragraphs of this Agreement are inserted for reference
only and shall not limit or otherwise affect the meaning hereof.

8. Governing Law. This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed
by, the laws of the State of Delaware, without regard to principles of
conflicts of laws.

9. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

10. Other Registration Rights. The Company shall not at any
time grant registration rights to any holder of shares of Common Stock which
are more favorable to such holder, in terms of priority in registration, than
the rights set forth in this Agreement.

11. Legend. The stock certificate representing Registrable
Securities shall have the following legend:

"The shares represented by this Certificate are subject to a
Registration Rights Agreement dated June 17, 1996, between HS
Resources, Inc. (the "Company") and Natural Gas Partners, L.P. A copy
of such agreement is on file at the Company's principal place of
business and a copy will be provided to the holder hereof at no cost
upon written request to the corporate secretary of the Company."

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<PAGE> 16
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement, or have caused this Agreement to be executed and delivered by their
respective duly authorized officers, on the date first above written.

"COMPANY" "Shareholder"

HS Resources, Inc. Natural Gas Partners, L.P.
By: G.F.W. Energy, L.P.
its General Partner

By: /s/ NICHOLAS J. SUTTON By: /s/ R. GAMBLE BALDWIN
-------------------------------- --------------------------------
Nicholas J. Sutton R. Gamble Baldwin
Chief Executive Officer General Partner

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<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report (and to all references to our Firm) included in or made a part of this
Registration Statement.

Denver, Colorado
June 6, 1997 /s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT ENGINEERS

Williamson Petroleum Consultants, Inc. (Williamson) hereby consents to
the incorporation by reference to Williamson and our review entitled "Review of
Oil and Gas Reserves and Associated Net Revenues to the Interests of HS
Resources, Inc. in Certain Major-Value Properties in the Rocky Mountain/Gulf
Coast Property Group as Prepared by HS Resources, Inc., Effective December 31,
1996, Constant Pricing Economics, Williamson Project 6.8461" in the HS
Resources, Inc. Registration Statement on Form S-3 to be filed on June 9, 1997
with the Securities and Exchange Commission.

/s/ Williamson Petroleum Consultants, Inc.

WILLIAMSON PETROLEUM CONSULTANTS, INC.

Houston, Texas
June 9, 1997

<PAGE> 1
EXHIBIT 23.3

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the references to our firm in the form and
context in which they appear under the heading "Experts" in this Registration
Statement on Form S-3 of HS Resources, Inc. ("HSR") and the incorporation by
reference into the foregoing of all references to our firm included in the
Annual Report on Form 10-K of HSR for the year ended December 31, 1996.

NETHERLAND, SEWELL & ASSOCIATES, INC.

By: /s/ Clarence M. Netherland
------------------------------------
Clarence M. Netherland
Chairman

Dallas, Texas
June 9, 1997