-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 PKmbBSPj2pQVhqkntcAKEPEcQpdXNkAahHrnIkX0C4mbh7ahTMzUoLNcPHjXOcHx
 XQXrjB59vwL73pMCc27jOQ==

<SEC-DOCUMENT>0000788965-02-000005.txt : 20020515
<SEC-HEADER>0000788965-02-000005.hdr.sgml : 20020515
<ACCEPTANCE-DATETIME>20020515162513
ACCESSION NUMBER:		0000788965-02-000005
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020331
FILED AS OF DATE:		20020515

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HALLADOR PETROLEUM CO
		CENTRAL INDEX KEY:			0000788965
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				841014610
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-14731
		FILM NUMBER:		02652839

	BUSINESS ADDRESS:	
		STREET 1:		1660 LINCOLN ST STE 2700
		CITY:			DENVER
		STATE:			CO
		ZIP:			80264
		BUSINESS PHONE:		3038395505

	MAIL ADDRESS:	
		STREET 1:		1660 LINCOLN STREET
		STREET 2:		SUITE 2700
		CITY:			DENVER
		STATE:			CO
		ZIP:			80264

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KIMBARK INC
		DATE OF NAME CHANGE:	19860624

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KIMBARK OIL & GAS CO /CO/
		DATE OF NAME CHANGE:	19900102
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>smarch2002q.txt
<DESCRIPTION>MARCH 31, 2002 FORM 10-QSB
<TEXT>
                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D. C.  20549

                                    FORM 10-QSB


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                    For the quarterly period ended March 31, 2002

                                         OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


                             Commission File Number 0-14731


                               HALLADOR PETROLEUM COMPANY
                 (Exact name of registrant as specified in its charter)


          Colorado                                      84-1014610
  (State of incorporation)                 (I.R.S. Employer Identification No.)


                  1660 Lincoln Street, Suite 2700, Denver, Colorado 80264-2701
                         (Address of principal executive offices)



         303-839-5504                                       FAX:  303-832-3013
                            (Issuer's telephone numbers)



Check whether the issuer (1) filed all reports required by Section 13 or 15(d)
of the Securities Exchange Act during the past 12 months, and (2) has been
subject to such filing requirements for the past 90 days: Yes [x] No [ ]


Shares outstanding as of May 14, 2002: 7,093,150


<PAGE>

PART I.  FINANCIAL INFORMATION

                              Consolidated Balance Sheet
                                   (in thousands)
<TABLE>
<CAPTION>

                                                     March 31,    December 31,
                                                       2002           2001*
                                                     -------        -------
<S>                                                 <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents                         $ 1,857        $ 2,078
  Accounts receivable-
    Oil and gas sales                                   861            706
    Well operations                                     167            174
                                                     ------         ------
       Total current assets                           2,885          2,958
                                                     ------         ------
Oil and gas properties at cost (successful efforts):
  Unproved properties                                   251            204
  Proved properties                                  24,756         24,687
  Less - accumulated depreciation,
    depletion, amortization and impairment          (17,109)       (16,497)
                                                     ------         ------
                                                      7,898          8,394
                                                     ------         ------
Oil and gas operator bonds                              329            366
Investment in Catalytic Solutions                       175            175
Other assets                                             40             44
                                                     ------         ------
                                                    $11,327        $11,937
                                                     ======         ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities          $   418        $   833
  Oil and gas sales payable                             333            180
                                                     ------         ------
       Total current liabilities                        751          1,013
                                                     ------         ------
Key employee bonus plan                                 341            335
                                                     ------         ------
Future site restoration-South Cuyama Field              420            344
                                                     ------         ------
Minority interest                                     5,387          5,516
                                                     ------         ------
Stockholders' equity:
  Preferred stock, $.10 par value; 10,000,000
    shares authorized; none issued
  Common stock, $.01 par value; 100,000,000
    shares authorized; 7,093,150 shares issued           71             71
  Additional paid-in capital                         18,061         18,061
  Accumulated deficit                               (13,704)       (13,403)
                                                     ------         ------
                                                      4,428          4,729
                                                     ------         ------
                                                    $11,327        $11,937
                                                     ======         ======
- ------------------------------
*Derived from the Form 10-KSB.

</TABLE>


                                   See accompanying notes.
<PAGE>

                            Consolidated Statement of Operations
                          (in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                              Three months ended March 31,
                                                   2002         2001
                                                  ------       ------
<S>                                              <C>          <C>
Revenue:
  Oil                                            $1,275       $1,287
  Gas                                               257          485
  NGLs                                               47          128
  Interest and other                                  8           43
                                                  -----        -----
                                                  1,587        1,943
                                                  -----        -----
Costs and expenses:
  Lease operating                                 1,075        1,120
  Delay rentals                                      19           18
  Depreciation, depletion and amortization          692          214
  General and administrative                        225          247
  Purchase of employee stock options                             300
  Interest                                            6           14
                                                  -----        -----
                                                  2,017        1,913
                                                  -----        -----
(Loss) income before minority interest             (430)          30
Minority interest                                   129           (9)
                                                  -----        -----
Net (loss) income                                $ (301)      $   21
                                                  =====        =====
Basic and diluted (loss) income per share        $ (.04)      $    *
                                                  =====        =====
Weighted average shares outstanding-basic         7,093        7,093
                                                  =====        =====
Weighted average shares outstanding-diluted       7,093        7,438
                                                  =====        =====
- -----------------------------------------
*Not meaningful, less than $.01 per share.
 </TABLE>


                                   See accompanying notes.
<PAGE>

                            Consolidated Statement of Cash Flows
                                     (in thousands)

<TABLE>
<CAPTION>
                                              Three months ended March 31,
                                                   2002         2001
                                                  ------       ------
<S>                                              <C>          <C>
Net cash provided by operating activities        $  121       $  545
                                                  -----        -----
Cash flows from investing activities:
  Properties                                       (379)        (373)
  Other assets                                       37
                                                  -----        -----
    Net cash used in investing activities          (342)        (373)
                                                  -----        -----
Net (decrease) increase in cash
  and cash equivalents                             (221)         172

Cash and cash equivalents, beginning of year      2,078        2,489
                                                  -----        -----
Cash and cash equivalents, end of period         $1,857       $2,661
                                                  =====        =====
</Table>



1.  The interim financial data is unaudited; however, in our opinion, it
    includes all adjustments, consisting only of normal recurring adjustments
    necessary for a fair statement of the results for the interim periods.
    The financial statements included herein have been prepared pursuant to
    the SEC's rules and regulations; accordingly, certain information and
    footnote disclosures normally included in GAAP financial statements have
    been condensed or omitted.

2.  Our organization and business, the accounting policies we follow and other
    information  are contained in the notes to our financial statements filed
    as part of our 2001 Form 10-KSB.  This quarterly report should be read in
    conjunction with that annual report.

<PAGE>

                            HALLADOR PETROLEUM COMPANY
              Management's Discussion and Analysis or Plan of Operation

RESULTS OF OPERATIONS

YEAR-TO-DATE COMPARISON
- -----------------------

The table below (in thousands) provides sales data and average prices for the
period.

<TABLE>
<CAPTION>
                               2002                       2001
                      Sales   Average            Sales  Average
                      Volume   Price  Revenue    Volume  Price  Revenue
                     -------  -------  ------    ------  -----  -------
<S>                   <C>     <C>      <C>       <C>    <C>      <C>
Oil - barrels
  South Cuyama field    53    $18.61     $986      53   $24.13   $1,279
  Cox #41-5 (1)         14     18.36      257
  South Texas-Bonus      1.3   20.00       26
  Other                  *         *        6       *        *        8

Gas - mcf
  South Cuyama field     4      2.50       10      14     7.00       98
  Cox #41-5 (1)         23      2.40       55
  South Texas - Bonus   56      2.47      138
  San Juan-New Mexico   13      1.47       19      16     7.31      117
  Merlin Prospect(2)     6      1.84       11      18    11.67      210
  Other                 11      2.19       24       9     6.67       60

NGLs - barrels
  South Cuyama field     3.3   11.22       37       3.7  27.30      101
  San Juan-New Mexico    1.1    9.10       10       1.2  21.67       26
  Other                                             *        *        1
- ------------------------
* Not meaningful

</TABLE>

(1) This well is part of the South Cuyama field, due to its significance we
    present it separately.

(2) This field located in northern California is near the end of its
    economic life.

Current prices for (i) the South Cuyama field are about $26.03 for oil and
$3.44 for gas (ii) South Texas-Bonus are about $28.00 for oil and $3.70 for
gas and (iii) San Juan gas is about $3.00.

The table below (in thousands) shows lease operating expenses (LOE) for our
primary fields.

<TABLE>
<CAPTION>

                                                 2002          2001
                                                 ----          ----
<S>                                              <C>           <C>
South Cuyama field:
  LOE excluding electricity                    $  688        $  832
  Electricity                                     319           234
                                                -----         -----
                                                1,007         1,066

South Texas - Bonus                                14
San Juan - New Mexico                              16            29
Other                                              38            25
                                                -----         -----
  Total                                        $1,075        $1,120
                                                =====         =====
</TABLE>

Gas and NGL revenue is down compared to last year due to lower prices.
<PAGE>
DD&A increased due to the downward revision in our oil reserves during
the fourth quarter of 2001.

 LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

Cash and cash flow from operations are expected to enable us to meet
our obligations as they become due during the next several years.

     Bank Debt
    ----------

The SC Field, our principal asset, is pledged to U. S. Bank National
Association under a $2,200,000 revolving line of credit which was renewed on
March 31, 2002.  Presently, we owe $31,000 under this line.

THE FOLLOWING DISCUSSION UPDATES THE MD&A CONTAINED IN ITEM 6 OF THE 2001
FORM 10-KSB AND THE TWO DISCUSSIONS SHOULD BE READ TOGETHER.

PROSPECT DEVELOPMENT AND EXPLORATION ACTIVITY
- ---------------------------------------------

     South Cuyama Field
     ------------------

The production from the Cox #41-5 well is declining.  During March 2002 the
well was producing 500 mcf per day and 275 barrels per day; currently the gas
production is 250 mcf per day and the oil production is 120 barrels per day.
We are monitoring this decline and if necessary will reduce the reserves
assigned to this well in the second quarter.

There are no other significant changes or developments to report from what we
disclosed in the 2001 Form 10-KSB.


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     10.1  Second Amendment of Credit Agreement by and among Santa Barbara
           Partners, Hallador Petroleum, LLP and U. S. Bank Revolving Credit
           Agreement.

(b)  No reports on Form 8-K were filed during the quarter.


                                      SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                      HALLADOR PETROLEUM COMPANY

Dated:  May 14, 2002                  By: /s/VICTOR P. STABIO
                                          Chief Executive Officer and
                                          Chief Financial Officer

                                          Signing on behalf of registrant
                                          and as principal financial officer.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhib10_1.txt
<DESCRIPTION>2ND AMENDMENT TO CREDIT AGREEMENT USBANK
<TEXT>
                                                            EXHIBIT 10.1


                 SECOND AMENDMENT OF CREDIT AGREEMENT

     THIS SECOND AMENDMENT OF CREDIT AGREEMENT (this "Amendment"), dated
as of March 31, 2002, is by and among SANTA BARBARA PARTNERS, an
Oklahoma general partnership ("SBP"), and HALLADOR PETROLEUM, LLP, a
Colorado limited partnership ("Hallador"), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association (herein called "USB"). SBP
and Hallador are herein collectively called "Borrowers".

                              RECITALS

      A.  Borrowers and USB are parties to a Credit Agreement dated as of
March 10, 1999, as amended (as so amended, the "Credit Agreement"),
setting forth the terms upon which USB would make advances to Borrowers
and issue letters of credit at the request of Borrowers and by which
such advances and letters of credit would be governed and repaid.
Capitalized terms used herein but not defined herein shall have the
same meanings as set forth in the Credit Agreement.

      B. Borrowers and USB desire that this Amendment be executed and
delivered in order to amend certain terms and provisions of the Credit
Agreement.

                              AMENDMENT

     NOW, THEREFORE, in consideration of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:


     1.  Credit Agreement.  The Credit Agreement shall be, and hereby is,
amended as follows, effective as of the date hereof:

         (a)  The definition of "Borrowing Base (Oil and Gas)" in Section
1.1 on page 2 of the Credit Agreement shall be deleted and the following
shall be substituted therefore:

              "Borrowing Base (Oil and Gas)" means, at any time
     prior to the Maturity Date, the aggregate loan value of all
     Borrowing Base Properties, as determined by USB in its sole and
     absolute discretion, using such assumptions as to pricing, discount
     factors, discount rates, expenses and other factors as USB
     customarily uses as to borrowing-base oil and gas loans at the time
     such termination is made; provided that the Borrowing Base
     (Oil and Gas) for the time period from April 1, 2002 through the
     date that the October 31, 2002 redetermination of the Borrowing
     Base (Oil and Gas) becomes effective shall be $2,200,000, unless
     Borrowers and USB hereafter mutually agree upon a different amount
     or unless the Borrowing Base (Oil and Gas) is redetermined pursuant
     to Section 2.10 below prior to such date.

         (b)  The definition of "Borrowing Base Period" in Section 1.1
on page 2 of the Credit Agreement shall be deleted and the following
shall be substituted therefore:

              "Borrowing Base Period" means each six-month time period
      beginning May 1 or November 1 of each year until the Maturity
      Date.

          (c)  The definition of "Commitment Amount (Oil and Gas)" in
the Section 1.1 on page 3 of the Credit Agreement shall be deleted and
the following shall be substituted therefore:

                "Commitment Amount (Oil and Gas)" means, at any time,
     the least of:  (a) $2,200,000, (b) the Borrowing Base (Oil and Gas)
     at the time, or (c) such lesser amount as may be elected by
     Borrowers in accordance with the provisions of Section 2.10 below.

          (d)  The following new definition shall be inserted in
alphabetical order in Section 1.1 on page 5 of the Credit Agreement:

                "LIBOR Spread" means, with respect to any LIBOR Tranche,
     the following: (a) if the Loan Usage is less than 50 percent as of
     the close of business of the first day of the LIBOR Interest Period
     for such LIBOR Tranche, 1.75 percentage points per annum; (b) if
     the Loan Usage is greater than or equal to 50 percent as of the
     close of business on the first day of the LIBOR Interest Period for
     such LIBOR Tranche, 2.25 percentage points per annum.

          (e)  The following new definition shall be interested in
alphabetical order in Section 1.1 on page 6 of the Credit Agreement:

                "Loan Usage" means, as of the close of business on
     any Business Day, the ratio of: (a) (1) the aggregate amount of all
     Advances outstanding hereunder, including any Advances made on that
     Business Day, plus (2) the face amounts if all Letters of Credit
     outstanding hereunder, including any Letters of Credit issued on
     that Business Day, (b) the Commitment Amount (Oil and Gas) in
     effect at that time.

          (f)  The definition of "Maturity Date" in section 1.1 on page
6 of the Credit Agreement shall be deleted and the following shall be
substituted therefore:

               "Maturity Date" means April 30, 2004; provided that, upon
     the request of Borrowers, YSB may, in its sole discretion, extend
     such time period at any time and from time to time to a date not
     later than March 31, 2006 by giving written notice of such
     extension to Borrowers, but nothing contained in this Agreement,
     the Notes or any other Loan Document shall be deemed to commit or
     require USB to grant any such extension.

          (g)  Section 2.4 (c) (1) on page 11 of the Credit Agreement
 shall be deleted and the following shall be substituted therefore:

               (C) (1)  Except as otherwise provided in (3) below,
      interest on each LIBOR Tranche shall accrue at a fixed annual rate
      equal to LIBOR (Adjusted) with respect to such LIBOR Tranche plus
      the LIBOR Spread with respect to such LIBOR Tranche.

     2.  Loan Documents.  All references in any document to the Credit
Agreement shall be deemed to refer to the Credit Agreement, as amended
pursuant to this Amendment.

     3.  Conditions Precedent.  The obligations of the parties under the
Amendment are subject, at the option of USB, to the prior satisfaction
of the condition that Borrowers shall have delivered to USB the
following (all documents to be satisfactory in form and substance to USB and,
if appropriate, duly executed and/or acknowledged on behalf of the parties
 other than USB):

         (a)  This Amendment.

         (b)  Any and all other loan documents required by USB,
      including without limitation such amendments and supplements to
      the Security Documents as may be required by USB and any and all
      resolutions, certifications and other evidence of authority as
      may be required by USB.

         (c)  An extension fee in the amount of $5,500.

     4.  Certification by Borrowers.  Borrowers hereby certify to USB
that as of the date of this Amendment: (a) all of Borrowers'
representations and warranties contained in the Credit Agreement are
true, accurate and complete in all material respects, (b) Borrowers have
performed and complied with all agreements and conditions required to be
performed or complied with by Borrowers under the Credit Agreement
and/or any Loan Document on or prior to this date, and (c) no Default or
Event of Default has occurred under the Credit Agreement.

     5.  Condition of the Credit Agreement.  Except as specified in this
Amendment, the provisions of the Credit Agreement shall remain in full
force and effect, and if there is a conflict between terms of this
Amendment and those of the Credit Agreement, the terms of this Amendment
shall control.

     6.  Expenses.  Borrowers shall pay all reasonable expenses incurred
in connection with the transactions contemplated by this Amendment,
including without limitations all reasonable fees and expenses of USB's
attorney and all costs incurred in filing and recording any applicable
Security Documents.

     7.  Miscellaneous.  This Amendment shall be governed by and
construed under the laws of the State of Colorado and shall be binding
upon and inure to the benefit of the parties hereto and their successors
and assigns.  This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.

     EXECUTED as of the date first above written.

                                    SANTA BARBARA PARTNERS
                                    By: Hallador Petroleum Company,
                                        General Partner


                                    By: /S/VICTOR P. STABIO
                                        Victor P. Stabio,
                                        President

                                    HALLADOR PETROLEUM, LLP
                                    By: Hallador Petroleum Company,
                                        General Partner


                                    By: /S/ VICTOR P STABIO
                                        Victor P. Stabio,
                                        President

                                    U.S.BANK NATIONAL ASSOCIATION


                                    By: /S/MONTE E DECKERD
                                        Monte E. Deckerd,
                                        Vice President

	-1-


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
