
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1997.

                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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

                             BASIN EXPLORATION, INC.
              (Exact names of registrants as specified in charters)


           DELAWARE                                   84-1143307
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization) 


                       370 SEVENTEENTH STREET, SUITE 3400
                             DENVER, COLORADO 80202
                                 (303) 685-8000
                   (Address, including zip code, and telephone
                         number, including area code, of
                    registrant's principal executive offices)

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

                             HOWARD L. BOIGON, ESQ.
                 VICE PRESIDENT - GENERAL COUNSEL AND SECRETARY
                       370 SEVENTEENTH STREET, SUITE 3400
                             DENVER, COLORADO 80202
                                 (303) 685-8000
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

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

                                    COPY TO:

                                PAUL HILTON, ESQ.
                           DAVIS, GRAHAM & STUBBS LLP
                       370 SEVENTEENTH STREET, SUITE 4700
                             DENVER, COLORADO 80202
                                 (303) 892-9400

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


     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFERING: FROM TIME TO TIME
AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, AS DETERMINED BY THE
REGISTRANT.

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


     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.     /  /
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please 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>


                         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(1)      per unit(2)  offering price(1)(3)   registration fee(3)
- -------------------------------------------------------------------------------------------------------------------

<S>                                       <C>                     <C>           <C>                   <C>    
Debt Securities(4)
Common Stock, par value
  $.01 per share(5)(6)                    $200,000,000            100%          $200,000,000          $60,607
Preferred Stock, par value
  $.01 per share(7)
Warrants(8)

===================================================================================================================
</TABLE>

(1)  In U.S. dollars or the equivalent thereof in one or more foreign currencies
     or currency units or composite currencies, including the European Currency
     Unit.
(2)  The proposed maximum initial offering price per unit will be determined,
     from time to time, by the Registrant.
(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(o). In no event will the aggregate initial offering
     price of all securities issued from time to time pursuant to this
     Registration Statement exceed $200,000,000.
(4)  Subject to Footnote (3), there are being registered hereunder an
     indeterminate principal amount of Debt Securities as may be sold from time
     to time by the Registrant. If any such Debt Securities are issued at an
     original issue discount, then the offering price shall be in such greater
     principal amount as shall result in an aggregate initial offering price of
     up to $200,000,000. There are also being registered hereunder an
     indeterminate principal amount of Debt Securities as may be issuable upon
     exercise of Warrants registered hereby.  Included in the shares of Common
     Stock registered hereunder are shares owned by a selling stockholder.  See 
     "Selling Stockholder."
(5)  Subject to Footnote (3), there are being registered hereunder an
     indeterminate number of shares of Common Stock as may be sold from time to
     time by the Registrant. There are also being registered hereunder an
     indeterminate number of shares of Common Stock as may be issuable upon
     conversion of the Debt Securities, Preferred Stock or exercise of Warrants
     registered hereby.
(6)  This Registration Statement also applies to rights under the Company's
     Stockholders' Rights Plan, which are attached to and tradeable only with
     the Common Stock registered hereby. No registration fees are required for
     such rights and the shares underlying such rights as they will be issued
     for no additional consideration.
(7)  Subject to Footnote (3), there are being registered hereunder an
     indeterminate number of shares of Preferred Stock as may be sold from time
     to time by the Registrant. There are also being registered hereunder an
     indeterminate number of shares of Preferred Stock of the Registrant as may
     be issuable upon the conversion of Debt Securities or the exercise of
     Warrants registered hereby.
(8)  Subject to Footnote (3), there are being registered hereunder an
     indeterminate number of Warrants to purchase Debt Securities, Common Stock
     or Preferred Stock as may be sold from time to time by the Registrant.

     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>

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.

                 SUBJECT TO COMPLETION, DATED              , 1997
PROSPECTUS
                                  $200,000,000

                         BASIN EXPLORATION, INC. [LOGO]

                                 DEBT SECURITIES
                                  COMMON STOCK
                                 PREFERRED STOCK
                                    WARRANTS


     Basin Exploration, Inc. (the "Company" or "Basin") may offer from time to
time (i) debt securities ("Debt Securities"), consisting of debentures, notes,
bonds and/or other unsecured evidences of indebtedness in one or more series,
(ii) shares of the Company's common stock, $.01 par value ("Common Stock"),
(iii) shares of preferred stock, $.01 par value ("Preferred Stock"), in one or
more series, or (iv) warrants to purchase Debt Securities, Preferred Stock or
Common Stock. The foregoing securities are collectively referred to as the
"Securities." Any Securities may be offered with other Securities or separately.
The Securities will be offered at an aggregate initial offering price not to
exceed US $200,000,000 or the equivalent (based on the applicable exchange rate
at the time of sale), if Debt Securities of the Company are issued in principal
amounts denominated in one or more foreign currencies or currency units as shall
be designated by the Company at prices and on terms to be determined at the time
of sale.

SEE "RISK FACTORS" FOR CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE
SECURITIES.

     This Prospectus will be supplemented by one or more accompanying Prospectus
Supplements, which will set forth with regard to the particular Securities in
respect of which this Prospectus is being delivered (i) in the case of Debt
Securities, the title; aggregate principal amount; currency of denomination
(which may be in U.S. dollars, in any other currency, currencies or currency
unit, including the European Currency Unit); maturity; interest rate, if any
(which may be fixed or variable), or method of calculation thereof; time of
payment of any interest; form of payment of any interest whether in the form of
cash, additional Debt Securities, Common Stock or some combination thereof; any
terms for redemption at the option of the Company or the holder; any terms for
sinking fund payments; any index or other method used to determine the amounts
payable; the ranking of such Debt Securities (whether senior, senior
subordinated or subordinated); any conversion or exchange rights, at the option
of the Company or the holder; any listing on a securities exchange; the initial
public offering price and any other terms in connection with the offering and
sale of such Debt Securities; (ii) in the case of Common Stock, the number of
shares of Common Stock, the terms of the offering thereof and information
regarding the selling stockholder, if any; (iii) in the case of Preferred
Stock, the designation, stated value and liquidation preference per share; the
initial public offering price per share and the number of shares to be offered;
dividend rate (or method of calculation); dates on which dividends shall be
payable and dates from which dividends shall accrue; any redemption or sinking
fund provisions; any conversion or exchange rights; any listing of the Preferred
Stock on a securities exchange; and any other terms in connection with the
offering and sale of such Preferred Stock; and (iv) in the case of Warrants, the
number and terms thereof, the designation and the number of Securities issuable
upon their exercise; the exercise price; any listing of the Warrants or the
underlying Securities on a securities exchange and any other terms in connection
with the offering, sale and exercise of the Warrants. The Prospectus Supplement
will also contain information, as applicable, about certain United States
federal income tax considerations relating to the Securities in respect of which
this Prospectus is being delivered.

     The Company's Common Stock is quoted on the Nasdaq National Market (Symbol:
"BSNX"). Each Prospectus Supplement will indicate if the Securities offered
thereby will be quoted on any market or listed on any securities exchange.

     The Company may sell Securities to or through one or more underwriters, and
may also sell Securities directly to other purchasers or through agents. See
"Plan of Distribution." Each Prospectus Supplement will set forth the names of
any underwriters, dealers or agents involved in the sale of the Securities in
respect of which this Prospectus is being delivered, and any applicable fee,
commission or discount arrangements with them.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                   THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

     THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

              The date of this Prospectus is September   , 1997.


<PAGE>


                              AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information 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. The Company's Common Stock is quoted on the Nasdaq National Market.
Reports, proxy and information statements and other information relating to the
Company can be inspected at the offices of the Nasdaq Stock Market, Inc., 1735 K
Street, Washington, D.C., 20006.

     The Company has filed with the Commission a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act") with respect to the Securities offered by this Prospectus. This
Prospectus, which forms part of the Registration Statement, does not contain all
of the information set forth in the Registration Statement, certain parts of
which have been omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the
Securities, reference is hereby made to such Registration Statement, including
the exhibits filed therewith. The Registration Statement and the exhibits
thereto can be obtained by mail from or inspected and copied at the public
reference facilities maintained by the Commission as described in the prior
paragraph.

     The Company distributes to its stockholders annual reports containing
audited consolidated financial statements and quarterly reports containing
unaudited financial information for the first three quarters of each year.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:

     (1)  Annual Report on Form 10-K for the year ended December 31, 1996, filed
          with the Commission on March 31, 1997;

     (2)  Amendment to Annual Report on Form 10-K for the year ended December
          31, 1996 on Form 10-K/A-1, filed with the Commission on June 5, 1997;

     (3)  Quarterly Report on Form 10-Q for the period ended March 31, 1997,
          filed with the Commission on May 15, 1997;

     (4)  Quarterly Report on Form 10-Q for the period ended June 30, 1997,
          filed with the Commission on August 12, 1997;

     (5)  Registration Statement on Form 8-A filed with the Commission on
          February 27, 1996, relating to the Company's Stockholders' Rights
          Plan;

     (6)  The description of the Common Stock contained in the Company's
          Registration Statement on Form 8-A dated April 24, 1992, filed with
          the Commission on April 27, 1992.


                                       -2-

<PAGE>


     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of the Securities offered hereby shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document, which also is or is deemed to be
incorporated by reference herein or in any Prospectus Supplement, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

     The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the oral or written request of such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits, unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to the Secretary,
370 Seventeenth Street, Suite 3400, Denver, Colorado 80202, telephone: (303)
685-8000, facsimile: (303) 685-8010.

                SPECIAL NOTE 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. All
statements, other than statements of historical facts, included or incorporated
by reference in this Prospectus, involve risks and uncertainties that could
cause actual results to differ from projected results. Such statements address
activities, events or developments that the Company expects, believes, projects,
intends or anticipates will or may occur, including such matters as future
capital, development and exploration expenditures (including the amount and
nature thereof), drilling of wells, future production of oil and gas, business
strategies, cash flow and anticipated liquidity, prospect development and
property acquisition, or marketing of oil and gas. Factors that could cause
actual results to differ materially ("Cautionary Disclosures") include, among
others: general economic conditions, the market price of oil and natural gas,
the risks associated with exploration, the Company's ability to find, acquire,
market, develop and produce new properties, operating hazards attendant to the
oil and natural gas business, downhole drilling and completion risks that are
generally not recoverable from third parties or insurance, concentration of the
Company's production in a small number of properties in the Gulf of Mexico,
uncertainties in the estimation of proved reserves and in the projection of
future rates of production and timing of development expenditures, potential
mechanical failure of individually significant productive wells, the strength
and financial resources of the Company's competitors, the Company's ability to
find and retain skilled personnel, climatic conditions, labor relations,
availability and cost of material and equipment, delays in anticipated start-up
dates, environmental risks, the results of financing efforts, actions or
inactions of third-party operators of the Company's properties, regulatory
developments, and other factors described in this Prospectus and in any
Prospectus Supplement and in the Company's annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K filed with the
Commission. Many of such factors are beyond the Company's ability to control or
predict. 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 as a result of new information, future events or otherwise. 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. Prospective investors are cautioned not
to put undue reliance on forward- looking statements. Certain important factors
that could cause actual results to differ materially from the Company's
expectations are disclosed under "Risk Factors" and elsewhere in this
Prospectus. All written and oral forward- looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the Cautionary Disclosures.



                                       -3-

<PAGE>



                                  RISK FACTORS

     Prospective purchasers of the Securities should carefully read this
Prospectus, any Prospectus Supplement delivered herewith, and the documents
incorporated by reference herein and therein. Ownership of Securities involves
certain risks. In determining whether to purchase the Securities, prospective
investors should consider carefully the following risk factors and the other
information contained in this Prospectus, in addition to the other risk factors
and information set forth in any Prospectus Supplement delivered herewith.

OIL AND GAS PRICES; HEDGING

     Basin's revenues and profitability are substantially dependent upon
prevailing prices for oil, gas and natural gas liquids. For much of the past
decade, the markets for oil and natural gas have been extremely volatile. The
Company anticipates that such markets will continue to be volatile in the
foreseeable future. In general, future prices of oil, gas and natural gas
liquids are dependent upon numerous external factors such as various economic,
political and regulatory developments and competition from other sources of
energy. The unsettled nature of the energy market and the unpredictability of
worldwide political developments, including, for example, actions of OPEC
members, make it particularly difficult to estimate future prices of oil, gas
and natural gas liquids. Any significant decline in the price of oil, gas or
natural gas liquids for an extended period would have a material adverse effect
on the Company's financial condition and results of operations, and would, under
certain circumstances, result in a reduction in funds available under the
Company's bank credit facilities and impair access to other sources of capital.

     From time to time, as conditions are deemed to warrant, the Company enters
into energy price swap arrangements to reduce its sensitivity to oil and gas
price volatility. Such arrangements are subject to a number of risks. If the
Company's reserves are not produced at the rates estimated by the Company due to
inaccuracies in the reserve estimation process, operational difficulties or
regulatory limitations, the Company would be required to satisfy its obligations
under hedging contracts on potentially unfavorable terms without the ability to
hedge that risk through sales of comparable quantities of its own production.
Further, the terms under which the Company enters into hedging contracts are
based on assumptions and estimates of numerous factors such as cost of
production and pipeline and other transportation costs to delivery points. Under
financial instrument contracts, the Company may also be at risk for basis
differential, which is the difference in the quoted financial price for contract
settlement and the actual price received at the physical point of delivery.
Substantial variations between the assumptions and estimates used by the Company
and actual results experienced could materially adversely affect the Company's
anticipated profit margins and its ability to manage the risk associated with
fluctuations in oil and gas prices. In addition, hedging contracts are subject
to the risk that the other party may prove unable or unwilling to perform its
obligations under such contracts. Any significant nonperformance could have a
material adverse financial effect on the Company. Furthermore, hedging contracts
limit the benefits the Company would realize if actual prices rise above the 
contract prices.

REPLACEMENT OF RESERVES

     Basin's future success depends upon its ability to find, develop and/or
acquire additional oil and gas reserves at prices that permit profitable
operations. Except to the extent that Basin conducts successful development,
exploitation or exploration activities or acquires properties containing proved
reserves, the proved reserves of Basin will decline. The rate of decline depends
upon reservoir characteristics and varies from the steep decline rate
characteristic of Gulf of Mexico reservoirs, where Basin has most of its
production, to the relatively slow decline rate characteristic of the long-lived
fields in the Rocky Mountain region, where the Company's other properties are
located. The market for acquiring proved reserves is extremely competitive, and
the Company may not be able to buy reserves for development and exploitation at
prices it considers to be reasonable or within its budgets. The cost of
drilling, completing and operating wells may vary significantly from initial
estimates. Basin's drilling operations may be unsuccessful or may be curtailed,
delayed or canceled as a result of numerous factors not within Basin's control,
including but not limited to title problems, weather conditions, compliance with
governmental requirements,


                                       -4-

<PAGE>


shortage of capital, mechanical difficulties and shortages or delays in the
delivery of drilling rigs or other equipment. Accordingly, there can be no
assurance that Basin's acquisition, development, exploitation and exploration
activities will result in reserves added at acceptable costs.

ACQUISITION RISKS

     Acquisitions of producing oil and gas properties have been a key element of
Basin's success, and Basin will continue to seek acquisitions in the future.
Even though Basin performs a review of the properties in connection with its
acquisitions which it believes is consistent with industry practices, such
reviews are inherently incomplete, and the evaluations resulting therefrom are
necessarily inexact and uncertain. It is generally not feasible to review in
depth every property and all records in connection with an acquisition of many
properties, particularly when the seller does not operate the property.
Ordinarily Basin will focus its due diligence efforts on the higher valued
properties and will spot-check the remainder. However, even an in-depth review
of properties and records may not necessarily reveal existing or potential
problems nor will it permit a buyer to become familiar enough with the
properties to assess fully their deficiencies and capabilities. Inspections may
not be performed on every well, and environmental problems, such as groundwater
contamination, are not necessarily observable even when an inspection is
undertaken. Contractual indemnities may not be obtainable, and the Company may
be required to assume the risk of the physical condition of the properties in
addition to the risk that the properties may not perform in accordance with the
Company's expectations.

EXPLORATION RISKS

     With the sale of its D-J Basin properties in 1996, and its initiation of
exploration activities in the Gulf of Mexico, the Company currently is spending
a large portion of its capital budget on exploration. Exploration activities
involve substantially more risk than development or exploitation activities.
Although the Company believes that its use of 3-D seismic data and other
advanced technologies should increase the probability of success of its
exploratory wells and should reduce average finding costs through elimination of
prospects that might otherwise be drilled solely on the basis of 2-D seismic
data and other traditional methods, exploratory drilling remains a speculative
activity. Even when fully utilized and properly interpreted, 3-D seismic data
and visualization techniques only assist geoscientists in identifying subsurface
structures and hydrocarbon indicators and do not conclusively allow the
interpreter to know if hydrocarbons will in fact be present in such structures.
In addition, the use of 3-D seismic data and such technologies requires greater
predrilling expenditures than traditional drilling strategies and the Company
could incur losses as a result of such expenditures. Failure of the Company's
exploration activities would have a material adverse effect on the Company's
future results of operations and financial condition. The Company had conducted
no previous operations in the Gulf of Mexico prior to the opening of its
regional office in late 1995 in Houston, Texas. This operating area is highly
competitive and the Company's success in its activities there will depend on its
ability to attract and retain geoscientists and other professional staff with
extensive experience operating in the area. The Company's Houston office
currently has a staff that includes seven geoscientists and petroleum engineers
plus 3 engineering consultants, all of whom are experienced in Gulf Coast
operations. Loss of these experienced personnel could have a material adverse
impact on the Company's ability to compete in this area.

FUTURE CAPITAL REQUIREMENTS

     The Company will require substantial additional capital to further develop
and explore its properties and to acquire additional properties. Cash flows from
operations, to the extent available, will be used to fund these expenditures.
The Company may seek additional capital from traditional reserve base
borrowings, equity and debt offerings, joint ventures, and/or production payment
financing. The Company's ability to access additional capital will depend
significantly on its continued success in exploring for and developing its
reserves and the status of the capital markets at the time such capital is
sought. Accordingly, there can be no assurance that capital will be available to
the Company from any source or that, if available, it will be on terms
acceptable to the Company.


                                       -5-

<PAGE>



Should sufficient capital not be available, the development and exploration of
the Company's properties could be delayed and, accordingly, the implementation
of the Company's business strategy would be adversely affected.

MARKETING OF PRODUCTION; SEASONALITY

     The marketability of Basin's production depends upon the availability and
capacity of gathering systems and pipelines, the effect of federal and state
regulation of such production and transportation, general economic conditions,
supply of and demand for oil and natural gas, all of which could adversely
affect Basin's ability to market its production. Demand for natural gas is
highly seasonal, with demand generally higher in the colder winter months and in
the hot summer months. As a result, the price received for spot market natural
gas may vary significantly between seasonal periods. To date, the Company
generally has been able to sell its available spot market natural gas at
prevailing spot market prices, such that volumes sold have not materially
fluctuated seasonally. There is no assurance, however, that the Company will be
able to continue to achieve this result.

CONCENTRATION OF VALUE

     As of the date of this Prospectus, a significant portion of Basin's
production is concentrated in two wells on one platform in the Gulf of Mexico.
If mechanical problems, storms, or other events that caused curtailment or
cessation of such production were to occur, Basin's cash flow would be
materially adversely affected. The Company will remain vulnerable to a
disproportionate impact of delays or interruptions of production from these
wells until it develops a more diversified production base including additional
properties.

ESTIMATES OF RESERVES AND RELATED DATA

     Numerous uncertainties are inherent in estimating quantities of proved
reserves and in projecting future rates of production and timing of development
expenditures, including many factors beyond the control of the producer. The
reserve data set forth in this Prospectus or incorporated herein by reference
represents only estimates based on available geological, geophysical, production
and engineering data, the extent, quality and reliability of which vary. Oil and
gas reserve engineering is a subjective process of estimating accumulations of
oil and gas that cannot be measured in an exact manner, and estimates of other
engineers might differ materially from those shown. The accuracy of any reserve
estimate is a function of the quality and quantity of available data,
engineering and geological interpretation and judgment. In addition, the
estimates of future net cash flow from proved reserves of the Company and the
present value thereof are based upon certain assumptions about future production
levels, prices, costs and participation, if any, by third parties in the
development of the Company's reserves that may not prove correct over time, for
reasons which may or may not be under the control of or known to the Company.
Any significant variance from these assumptions could materially affect the
quantity and value of the Company's reserves as compared to the estimates
contained in this Prospectus.


Fluctuations in Quarterly Results

     Basin's quarterly results of operations may fluctuate significantly as a
result of variations in oil and gas prices and variations in the Company's
drilling activities. Drilling activities can be affected by a number of factors
including the need to utilize capital for new acquisitions, availability of
permits for drilling or recompletions, weather, seasonal restrictions (such as
growing crops and winter game restrictions), governmental regulations and
available cash flow.

OPERATING HAZARDS

     The oil and gas business involves a variety of operating risks, including
the risk of fire, explosion, blowout, pipe failure, casing collapse, stuck
tools, abnormally pressured formations and environmental hazards such as oil
spills, gas leaks, pipeline ruptures and discharges of toxic gases, the
occurrence of any of which could result in substantial losses to Basin due to
injury and loss of life, loss of or damage to wellbores and/or drilling or

                                      -6-
<PAGE>

production  equipment,  costs of overcoming downhole problems,  severe damage to
and  destruction of property,  natural  resources and  equipment,  pollution and
other environmental damage, clean-up responsibilities,  regulatory investigation
and penalties and  suspension of  operations.  Gathering  systems and processing
facilities are subject to many of the same hazards and any significant  problems
related to those facilities could adversely affect Basin's ability to market its
production.  Moreover, offshore operations are subject to a variety of operating
risks  peculiar to the marine  environment,  such as hurricanes or other adverse
weather  conditions.  Basin  maintains  insurance  against  some,  but not  all,
potential risks; however,  there can be no assurance that such insurance will be
adequate to cover any losses or exposure for liability.  Insurance may not cover
downhole  operating  risks,  such as the costs of  retrieving  stuck  equipment.
Furthermore,  Basin  cannot  predict  whether  insurance  will  continue  to  be
available at premium levels that justify its purchase or whether  insurance will
be available at all to cover the risks faced by the Company.

ENVIRONMENTAL REGULATION

     The drilling for and production, handling, transportation and disposal of
oil and gas and by-products are subject to extensive regulation under federal,
state and local environmental laws. In most instances, the applicable regulatory
requirements relate to water and air pollution control and solid waste
management measures, permitting requirements, or restrictions on operations in
environmentally sensitive areas, such as coastal zones, wetlands, and wildlife
habitat. Environmental assessments have not been performed on all of Basin's
properties. To date, expenditures for environmental control facilities and for
remediation have not been significant in relation to the results of operations
of Basin. Basin believes, however, that the trend toward stricter standards in
environmental legislation and regulation is likely to continue. Offshore
operations are subject to more extensive governmental regulation, including
regulation that may, in certain circumstances, impose absolute liability for
environmental damage and allow interruption or termination of business
activities by government authorities based on environmental or other
considerations. The Oil Pollution Act of 1990 (the "OPA") also requires proof of
financial responsibility to cover costs of potential oil spills; the amount of
such required coverage ranges from $35 million to $150 million based on federal
risk assessment. From time to time, legislation has been introduced in Congress
which would reclassify oil and gas production wastes as "hazardous waste" under
the Resource Conservation and Recovery Act. If such legislation were to pass, it
could have a significant adverse impact on the operating costs of Basin, as well
as the oil and gas industry in general. Initiatives regulating the disposal of
exploration and production waste are also pending or have been enacted in
certain states, including states in which Basin conducts operations, and these
various initiatives could have a similar impact on the Company.

GOVERNMENTAL REGULATION

     Development, production and sale of oil and gas are subject to extensive
federal, state and local governmental regulation which may be changed from time
to time in response to economic or political conditions. Matters subject to
regulation include, but are not limited to, permits for drilling operations,
drilling, plugging and reclamation bonds, operational practices and reporting,
the spacing of wells, unitization and pooling of properties, taxation and
environmental protection. The Minerals Management Service of the United States
Department of the Interior ("MMS") has proposed regulations for valuation of
crude oil and natural gas produced from federal leases, including offshore
leases, that could require payment of royalties on the basis of indices or
benchmarks that may not reflect actual prices received by the Company for its
production. The Federal Energy Regulatory Commission has promulgated major
regulatory initiatives over the past several years which have had a significant
impact on natural gas pricing and natural gas pipeline operations, services and
rates. Those changes have significantly altered the marketing of natural gas.
Although the purpose of these changes is generally to enhance competition in
natural gas marketing, the effect of these changes on the Company's ability to
market its gas at reasonable prices from any given property is uncertain. From
time to time, regulatory agencies have imposed price controls and limitations on
production by restricting the rate of flow of oil and gas wells below actual
production capacity in order to conserve supplies of oil and gas. Under the
Outer Continental Shelf Lands Act ("OCSLA") the MMS regulates development and
production of oil and gas in federal waters in the Gulf of Mexico and may
suspend or terminate operations for violation of MMS rules. Any such suspension
or termination could materially and adversely affect 

                                      -7-

<PAGE>

the Company's  financial  condition and operations.  There are many  legislative
proposals pending in Congress and in the legislatures of various states that, if
enacted, might significantly affect the oil and gas industry.  Basin is not able
to predict what will be enacted and thus what  effect,  if any,  such  proposals
would have on Basin.

COMPETITION

     Competition in the oil and gas industry is intense, particularly with
respect to the acquisition of producing properties and proved undeveloped
acreage and the acquisition of interests in offshore exploration prospects in
the Gulf of Mexico. Major and independent oil and gas companies, as well as
individuals and drilling programs, actively bid for desirable oil and gas
properties, as well as for the equipment and labor required to operate and
develop such properties. A number of Basin's competitors have financial
resources and exploration and development budgets that are substantially greater
than those of Basin, which may adversely affect the Company's ability to compete
successfully. In addition, many of the Company's larger competitors may be
better able to respond to factors that affect the demand for oil and natural gas
production such as changes in worldwide oil and natural gas prices and levels of
production, the cost and availability of alternative fuels, and the application
of government regulations. The Company commenced operations in the Gulf of
Mexico area during 1996, where it had not previously been active. Competition
from major and large independent oil and gas companies is significantly greater
in this area than in the Rocky Mountain region, where the Company had conducted
all of its previous operations.

PRINCIPAL STOCKHOLDER

     Basin's principal stockholder, Michael S. Smith, together with members of
his immediate family and trustees for their benefit, beneficially own
approximately 30% of Basin's outstanding shares. As a result, Mr. Smith is in a
position to substantially influence the outcome of stockholder votes on the
election of directors and other matters. In addition, if Mr. Smith were to sell
a significant number of his shares, the prevailing market price of the Common
Stock could be adversely affected.

DEPENDENCE ON KEY PERSONNEL

     Basin depends to a large extent on the services of its founder and CEO,
Michael Smith and certain other senior management personnel. The loss of the
services of Mr. Smith or other key personnel could have a potential adverse
effect on Basin's operations.

ANTI-TAKEOVER PROVISIONS

     Basin's Restated Certificate of Incorporation and Bylaws and the provisions
of the Delaware General Corporation Law make it more difficult to change control
of Basin and replace incumbent management. The Company adopted a Stockholders'
Rights Plan in 1996, pursuant to which holders of Common Stock of the Company
received rights which are exercisable if a person or group of affiliated persons
acquires 15% of the Company's outstanding Common Stock or commences a tender or
exchange offer, the consummation of which would result in ownership of 15% or
more of the Company's outstanding Common Stock. See "Description of Capital
Stock--Stockholders' Rights Plan." In addition, the Company has entered into
agreements with certain of its executive officers which would require additional
payments by the Company if such officers' employment were terminated upon a
change of control.


                                       -8-

<PAGE>


                                   THE COMPANY

GENERAL

     Basin Exploration, Inc. ("Basin" or the "Company") is an independent oil
and gas exploration and production company operating in the United States. The
Company's business objective is to efficiently increase its proved oil and gas
reserves in order to grow production, cash flow, and earnings per share. The
Company seeks to accomplish this by exploring for new oil and gas reserves and
acquiring proved properties with exploitation or development potential,
utilizing advanced technologies.

     The Company currently conducts exploration activities exclusively in the
shallow waters of the Gulf of Mexico, offshore Louisiana and Texas. Basin seeks
acquisition opportunities both in the vicinity of the Company's exploration
activities offshore and in certain geographic areas onshore where the Company's
staff has had extensive experience, including the Rocky Mountains and onshore
Gulf Coast areas.

     Basin's reserves are located primarily in the Gulf of Mexico and in the
Powder River and Green River Basins in Wyoming. At December 31, 1996, the
Company's estimated proved reserves totaled approximately 7.9 MMBbl and 29.7 Bcf
of natural gas, or 76.9 Bcfe. Most of Basin's proved oil and gas reserves are
attributable to Company-operated properties. A significant portion of Basin's
reserves at the beginning of 1996 were located in the Denver-Julesburg ("D-J")
Basin in eastern Colorado, but such reserves were sold in 1996 to provide funds
for other operations, including initiation of operations in the Gulf of Mexico.

     Since commencing operations in the Gulf of Mexico in 1996, the Company has
participated in drilling ten wells, of which five have been or are expected to
be completed as producers. The Company has operated all but one of these wells,
with an average working interest at the time of drilling of approximately 51%.
Five of the ten wells drilled to date have been drilled since July 1, 1997,
reflecting a recent acceleration in activity after a start-up period during
which the Company assembled its initial prospect inventory. As of the date of
this Prospectus, the Company has assembled a Gulf of Mexico leasehold inventory
of 96,421 gross acres, comprising 63,248 net acres, with more than 20 identified
potential exploration prospects, all of which are supported by the Company's
interpretations of three-dimensional ("3-D") seismic data. In order to reduce
the risks and costs for acreage, drilling and completion operations, the Company
uses 3-D seismic and computer-aided exploration and exploitation technology in
virtually all of its activities in the Gulf of Mexico. The Company has also
closed acquisitions of Gulf of Mexico proved properties totaling more than $18
million in 1997 through the date of this Prospectus.

     Two of the Gulf of Mexico wells that the Company has completed, both
located on Eugene Island Block 65, commenced production in August 1997 and now
account for a substantial portion of the Company's total oil and gas production.
The three other drilled wells that the Company anticipates will commence
production, plus an additional Gulf of Mexico well in which the Company acquired
an interest after it was drilled and completed, are temporarily suspended
pending additional development. Three of these wells, one each on East Cameron
Block 378, Eugene Island Block 83, and West Cameron Block 56, are expected to
commence production shortly before or during the first quarter of 1998.

     The Company's onshore oil and gas assets are comprised of properties that
generally have a relatively stable, long-lived production profile. The Company
has identified potential for additional drilling, well deepenings, or secondary
recovery on several of the more valuable properties. The Company intends to
continue to exploit, and to pursue acquisitions to expand, this asset base.

     The  Company  currently  has a  capital  budget  established  for  1997  of
approximately  $60  million,  allocated  approximately  equally  to  exploration
activities,  development,  and acquisitions  that have already been consummated.
This budget could be increased for additional acquisitions or for development of
additional  exploratory  discoveries.  The  1997  capital  budget  represents  a
significant increase from capital expenditures on oil and gas properties in 1996
and 1995 of approximately $23 million and $16 million, respectively.


                                       -9-

<PAGE>


HISTORY

     Basin commenced operations in 1981 and completed an initial public offering
of its common stock in 1992. From its inception through 1991, the Company
primarily acquired, developed and exploited properties in the D-J Basin. Such
operations were expanded into other areas within the Rocky Mountain region in
1992, and the Company initiated Rocky Mountain exploration activities in 1993.
By December 31, 1994, the Company's estimated proved oil and gas reserves had
grown to 247.2 Bcfe, of which 169.2 Bcfe, or 68.4%, were located in the D-J
Basin.

     From 1992 through 1994, the D-J Basin was one of the most active drilling
areas in the United States and the Company was one of the more active and
successful operators in the area. As the basin became increasingly exploited,
however, it was the Company's assessment and experience that the number and
quality of development projects in the area significantly diminished.

     During 1995, the Company's capital expenditures on oil and gas properties
declined to $16 million, from $67 million the year before, and its estimated
proved oil and gas reserves declined to 207.1 Bcfe at year-end. Principal
factors contributing to these reductions included: (i) a smaller and
lower-quality inventory of D-J Basin exploitation projects; (ii) insufficient
success in identifying acquisition opportunities and viable exploration plays in
the Company's other Rocky Mountain focus areas; and (iii) liquidity constraints
caused largely by the Company's higher debt levels.

     In direct response to these developments, the Company implemented a
significant redirection of its business strategy and operations between
late-1995 and mid-1996, including: (i) the addition of new financial, technical
and business development members to its senior management; (ii) the sale of the
Company's D-J Basin assets, including approximately 70% of the Company's
estimated proved reserves, for $123.5 million; (iii) establishment of a
Houston-based Gulf of Mexico exploration team through the hiring of senior
geoscientists and petroleum engineers with substantial experience operating in
the shallow waters of the Gulf of Mexico; and (iv) a substantial reduction in
corporate general and administrative overhead.

     Since the redirection of its business, the Company has significantly
increased its proved reserves and production base through Gulf of Mexico
drilling activity and acquisitions, and it has established a sizable inventory
of Gulf of Mexico leaseholds and prospects for future exploratory drilling.


                                      -10-

<PAGE>



                                 USE OF PROCEEDS

     Unless a Prospectus Supplement indicates otherwise, the net proceeds to be
received by the Company from the sale of the Securities will be used for
repayment of indebtedness, to finance the Company's operations, for the
continued development of its oil and gas properties and for other general
corporate purposes. Pending such application, such net proceeds may be invested
in short-term marketable securities.

                       RATIO OF EARNINGS TO FIXED CHARGES

     The ratio of earnings to fixed charges for the Company was as follows for
the years ended December 31, 1996, 1995, 1994, 1993 and 1992:

                                               YEAR ENDED DECEMBER 31,
                                        -------------------------------------
                                         1996   1995   1994   1993    1992
Ratio of earnings to fixed               ----   ----   ----   ----    ----
   charges (unaudited)..................  9.6    (a)    2.6    3.5     3.2

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

(a)  Earnings did not cover fixed charges in 1995 by $27.3 million.

     As used in the above calculations, "earnings" means earnings before income
taxes and fixed charges, and "fixed charges" means interest on all indebtedness,
that portion of rental expense that management believes to be representative of
interest expense and capitalized interest.

                         DESCRIPTION OF DEBT SECURITIES

     Debt Securities may be issued from time to time in one or more series by
the Company. The Debt Securities will constitute either indebtedness designated
as Senior Indebtedness ("Senior Debt Securities"), indebtedness designated as
Senior Subordinated Indebtedness ("Senior Subordinated Debt Securities") or
indebtedness designated as Subordinated Indebtedness ("Subordinated Debt
Securities"). The particular terms of each series of Debt Securities offered by
a particular Prospectus Supplement will be described therein. Senior Debt
Securities, Senior Subordinated Debt Securities and Subordinated Debt Securities
will each be issued under a separate indenture (individually an "Indenture" and
collectively the "Indentures") to be entered into prior to the issuance of such
Debt Securities. The Indentures will be substantially identical, except for
provisions relating to subordination. See "Subordination of Senior Subordinated
Debt Securities and Subordinated Debt Securities." A copy of the form of the
Indenture is filed as an Exhibit to the Registration Statement of which this
Prospectus is a part. There will be a separate Trustee (individually a "Trustee"
and collectively the "Trustees") under each Indenture. Information regarding the
Trustee under an Indenture will be included in any Prospectus Supplement
relating to the Debt Securities issued thereunder.

     The following discussion includes a summary description of the material
terms of the Indentures, other than terms which are specific to a particular
series of Debt Securities and which will be described in the Prospectus
Supplement relating to such series. The following summaries do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Indentures, including the definitions therein
of certain terms capitalized in this Prospectus. Wherever particular Sections,
Articles or defined terms of the Indentures are referred to herein or in a
Prospectus Supplement, such Sections, Articles or defined terms are incorporated
herein or therein by reference.


                                      -11-

<PAGE>


GENERAL

     The Debt Securities will be general unsecured obligations of the Company.
The Indentures do not limit the aggregate amount of Debt Securities which may be
issued thereunder, and Debt Securities may be issued thereunder from time to
time in separate series up to the aggregate amount from time to time authorized
for each series. Debt Securities of a series may be issuable in registered form
without coupons ("Registered Debt Securities"), in bearer form with or without
coupons attached ("Bearer Debt Securities") or in the form of one or more global
Securities in registered or bearer form (each, a "Global Security"). Bearer Debt
Securities, if any, will be offered only to non-United States persons and to
offices located outside the United States of certain United States financial
institutions.

     The applicable Prospectus Supplement or Prospectus Supplements will
describe the following terms of the series of Debt Securities in respect of
which this Prospectus is being delivered: (1) the title of such Debt Securities;
(2) any limit on the aggregate principal amount of such Debt Securities; (3)
whether such Debt Securities will be issued as Registered Debt Securities,
Bearer Debt Securities or any combination thereof, and any limitation on
issuance of such Bearer Debt Securities and any provisions regarding the
transfer or exchange of such Bearer Debt Securities, including exchange for
Registered Debt Securities of the same series; (4) whether any of such Debt
Securities are to be issuable in permanent global form and, if so, the terms and
conditions, if any, upon which interests in such Debt Securities in global form
may be exchanged, in whole or in part, for the individual Debt Securities
represented thereby; (5) the person to whom any interest on any Debt Security of
the series shall be payable, if other than the person in whose name the Debt
Security is registered on the Regular Record Date; (6) the date or dates on
which such Debt Securities will mature; (7) the rate or rates of interest, if
any, or the method of calculation thereof, which such Debt Securities will bear,
and the basis upon which interest will be calculated if other than that of a
360-day year of twelve 30-day months; (8) the date or dates from which any such
interest will accrue, the Interest Payment Dates on which any such interest on
such Debt Securities will be payable, the Regular Record Date for any interest
payable on any Interest Payment Date and any provision for the deferral of
interest payments; (9) whether any such interest will be payable in cash,
through the issuance of additional Debt Securities, through the issuance of
Common Stock, through some combination of cash and additional Debt Securities or
through some combination of cash and Common Stock; (10) the place or places
where the principal of, premium, if any, and interest on such Debt Securities
will be payable; (11) the period or periods within which, the events upon the
occurrence of which, and the price or prices at which, such Debt Securities may,
pursuant to any optional or mandatory provisions, be redeemed or purchased, in
whole or in part, by the Company and any terms and conditions relevant thereto;
(12) the obligations of the Company, if any, to redeem or repurchase such Debt
Securities pursuant to any sinking fund or analogous provisions or at the option
of the Holders thereof; (13) the denominations in which any such Debt Securities
will be issuable, if other than denominations of US $1,000 and any integral
multiple thereof; (14) the units of payment of principal of, premium, if any,
and interest on such Debt Securities if other than US dollars, which units may
consist of currency, currencies, currency unit or units, or securities; (15) any
index or formula to be used to determine the amount of payments of principal,
premium, if any, and interest on such Debt Securities, and any commodities,
currencies, currency units or indices, or value, rate or price, relevant to such
determination; (16) if the principal of, premium, if any, or interest on such
Debt Securities is to be payable, at the election of the Company or a Holder
thereof, in one or more currencies or currency units other than that or those in
which such Debt Securities are stated to be payable, the currencies or currency
units in which payment of the principal of, premium, if any, and interest on
such Debt Securities as to which election is made shall be payable, and the
periods within which and the terms and conditions upon which such election is to
be made; (17) if other than the principal amount thereof, the portion of the
principal amount of such Debt Securities of the series which will be payable
upon acceleration of the Maturity thereof; (18) whether such Debt Securities are
subordinate in right of payment to any Senior Indebtedness of the Company and,
if so, the terms and conditions of such subordination and the aggregate
principal amount of such Senior Indebtedness outstanding as of a recent date;
(19) any covenants to which the Company may be subject with respect to such Debt
Securities; (20) the applicability of the provisions described under
"Defeasance" below; (21) the terms and conditions, if any, pursuant to which
such Debt Securities are convertible into or exchangeable for Common Stock or
other securities; (22) if the principle amount payable at the Stated Maturity of
the Debt Securities is not determinable upon original issuance or at any


                                      -12-

<PAGE>


time prior to Maturity, the amount that is deemed to be the principal amount
outstanding at any time; (23) the terms of any guarantee of the payment of
principal and interest on the Debt Securities; (24) any additions, deletions or
changes in the Events of Default with respect to the Debt Securities and (25)
any other terms of such Debt Securities.

     Debt Securities may be issued at a discount from their principal amount.
United States federal income tax considerations and other special considerations
applicable to any such Original Issue Discount Securities will be described in
the applicable Prospectus Supplement.

     If the purchase price of any series of Debt Securities is denominated in a
foreign currency or currencies or a foreign currency unit or units or if the
principal of, premium, if any, and interest on any series of Debt Securities are
payable in a foreign currency or currencies, a foreign currency unit or units or
in securities, the restrictions, elections, general tax considerations, specific
terms and other information with respect to such series of Debt Securities will
be set forth in the applicable Prospectus Supplement.

     Debt Securities may be issued from time to time with payment terms which
are calculated by reference to the value, rate or price of one or more
commodities, currencies, currency units or indices. Holders of such Debt
Securities may receive a principal amount (including premium, if any) on any
principal payment date, or a payment of interest on any interest payment date,
that is greater than or less than the amount of principal (including premium, if
any) or interest otherwise payable on such dates, depending upon the value, rate
or price on the applicable dates of the applicable currency, currency unit,
commodity or index. Information as to the methods for determining the amount of
principal, premium, if any, or interest payable on any date, the currencies,
currency units, commodities or indices to which the amount payable on such date
is linked and any additional tax considerations will be set forth in the
applicable Prospectus Supplement.

SENIOR DEBT SECURITIES

     The Senior Debt Securities will rank pari passu with all other unsecured
and unsubordinated debt of the Company and senior to the Senior Subordinated
Debt Securities and Subordinated Debt Securities.

SUBORDINATION OF SENIOR SUBORDINATED DEBT SECURITIES, SUBORDINATED DEBT
SECURITIES AND GUARANTEES

     The payment of the principal of, premium, if any, and interest on the
Senior Subordinated Debt Securities and the Subordinated Debt Securities will,
to the extent set forth in the respective Indentures governing such Senior
Subordinated Debt Securities and Subordinated Debt Securities, be subordinated
in right of payment to the prior payment in full of all Senior Indebtedness.
Upon any payment or distribution of assets to creditors upon any liquidation,
dissolution, winding up, reorganization, assignment for the benefit of
creditors, marshalling of assets or any bankruptcy, insolvency or similar
proceedings of the Company, the holders of all Senior Indebtedness will be
entitled to receive payment in full of all amounts due or to become due thereon
before the Holders of the Senior Subordinated Debt Securities or the
Subordinated Debt Securities will be entitled to receive any payment in respect
of the principal of, premium, if any, or interest on such Senior Subordinated
Debt Securities or Subordinated Debt Securities, as the case may be. In the
event of the acceleration of the maturity of any Senior Subordinated Debt
Securities or Subordinated Debt Securities, the holders of all Senior
Indebtedness will be entitled to receive payment in full of all amounts due or
to become due thereon before the Holders of the Senior Subordinated Debt
Securities or Subordinated Debt Securities, as the case may be, will be entitled
to receive any payment upon the principal of, premium, if any, or interest on
such Senior Subordinated Debt Securities or Subordinated Debt Securities, as the
case may be. No payments on account of principal, premium, if any, or interest
in respect of the Senior Subordinated Debt Securities or Subordinated Debt
Securities may be made if there shall have occurred and be continuing a default
in the payment of principal of (or premium, if any) or interest on any Senior
Indebtedness beyond any applicable grace period, or a default with respect to
any Senior Indebtedness permitting the holders thereof to accelerate the
maturity thereof, or if any judicial proceedings shall be pending with respect
to any such default. For purposes of the subordination provisions, the payment,
issuance or delivery of cash, property or


                                      -13-

<PAGE>


securities (other than stock, and certain subordinated securities, of the
Company) upon conversion, redemption or otherwise of a Senior Subordinated Debt
Security or Subordinated Debt Security will be deemed to constitute payment on
account of the principal of such Senior Subordinated Debt Security or
Subordinated Debt Security, as the case may be.

     By reason of such provisions, in the event of insolvency, holders of Senior
Subordinated Debt Securities and Subordinated Debt Securities may recover less,
ratably, than holders of Senior Indebtedness with respect thereto.

     The term "Senior Indebtedness," means the obligations of the Company with
respect to (i) Indebtedness of the Company under the Bank Credit Facility and
any renewal, refunding, refinancing, replacement or extension thereof and (ii)
any other Indebtedness of the Company (other than the Securities), whether
outstanding on the date of this Indenture or thereafter created, incurred or
assumed, and any renewal, refunding, refinancing, replacement or extension
thereof, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall not be senior in right of
payment to the Securities or that such indebtedness is PARI PASSU with or junior
to the Securities. Notwithstanding the foregoing, Senior Indebtedness shall not
include (i) indebtedness of the Company to a subsidiary of the Company, (ii)
amounts owed for goods, materials or services purchased in the ordinary course
of business, (iii) indebtedness incurred in violation of this Indenture, (iv)
amounts payable or any other Indebtedness to employees of the Company or any
Subsidiary of the Company, (v) any liability for Federal, state, local or other
taxes owed or owing by the Company, (vi) any indebtedness of the Company that,
when incurred and without regard to any election under Section 1111(b) of the
United States Bankruptcy Code, was without recourse to the Company, and (vii)
indebtedness evidenced by Senior Subordinated Debt Securities.

     If this Prospectus is being delivered in connection with a series of Senior
Subordinated Debt Securities or Subordinated Debt Securities, the accompanying
Prospectus Supplement or the information incorporated herein by reference will
set forth the approximate amount of Senior Indebtedness outstanding as of the
end of the Company's most recent fiscal quarter.

FORM, EXCHANGE, REGISTRATION, CONVERSION, TRANSFER AND PAYMENT

     Debt Securities are issuable in definitive form as Registered Debt
Securities, as Bearer Debt Securities or both. Unless otherwise indicated in an
applicable Prospectus Supplement, Bearer Debt Securities will have interest
coupons attached. Debt Securities are also issuable in temporary or permanent
global form.

     Registered Debt Securities of any series (other than a Global Security)
will be exchangeable for other Registered Debt Securities of the same series and
of a like aggregate principal amount and tenor of different authorized
denominations. In addition, with respect to any series of Bearer Debt
Securities, at the option of the holder, subject to the terms of the Indenture,
such Bearer Debt Securities (with all unmatured coupons, except as provided
below, and all matured coupons in default) will be exchangeable into Registered
Debt Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. Bearer Debt Securities surrendered in
exchange for Registered Debt Securities between a Regular Record Date or a
Special Record Date and the relevant date for payment of interest shall be
surrendered without the coupon relating to such date for payment of interest,
and interest accrued as of such date will not be payable in respect of the
Registered Debt Security issued in exchange for such Bearer Debt Security, but
will be payable only to the holder of such coupon when due in accordance with
the terms of the Indenture.

     In connection with its sale during the restricted period (as defined
below), no Bearer Debt Security (including a Debt Security in permanent global
form that is either a Bearer Debt Security or exchangeable for Bearer Debt
Securities) shall be mailed or otherwise delivered to any location in the United
States (as defined under "--Limitations on Issuance of Bearer Debt Securities")
and a Bearer Debt Security may be delivered outside the United States in
definitive form in connection with its original issuance only if prior to
delivery the person entitled


                                      -14-

<PAGE>


to receive such Bearer Debt Security furnishes written certification, in the
form required by the Indenture, to the effect that such Bearer Debt Security is
owned by: (a) a person (purchasing for its own account) who is not a United
States person (as defined under "--Limitations on Issuance of Bearer Debt
Securities"); (b) a United States person who (i) is a foreign branch of a United
States financial institution purchasing for its own account or for resale or
(ii) acquired such Bearer Debt Security through the foreign branch of a United
States financial institution and who for purposes of the certification holds
such Bearer Debt Security through such financial institution on the date of
certification and, in either case, such United States financial institution
certifies to the Company or the distributor selling the Bearer Debt Security
within a reasonable time stating that it agrees to comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code
of 1986, as amended (the "Code"), and the regulations thereunder, or (c) a
United States or foreign financial institution for purposes of resale within the
"restricted period" as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7). A financial institution described in clause (c) of the
preceding sentence (whether or not also described in clauses (a) and (b)) must
certify that it has not acquired the Bearer Debt Security for purpose of resale,
directly or indirectly, to a United States person or to a person within the
United States or its possessions. In the case of a Bearer Debt Security in
permanent global form, such certification must be given in connection with
notation of a beneficial owner's interest therein in connection with the
original issuance of such Debt Security or upon exchange of a portion of a
temporary global Debt Security.

     Debt Securities may be presented for exchange as provided above, and
Registered Debt Securities may be presented for registration of transfer (with
the form of transfer endorsed thereon duly executed), at the office or agency of
the Company maintained for such purposes and at any other office or agency
maintained for such purpose with respect to any series of Debt Securities and
referred to in the applicable Prospectus Supplement, without a service charge
and upon payment of any taxes and other governmental charges as described in the
Indenture. Such transfer or exchange will be effected upon the Company or its
agent, as the case may be, being satisfied with the documents of title and
identity of the person making the request.

     The Company shall not be required to (i) issue, register the transfer of or
exchange Debt Securities of any series during a period of 15 days prior to the
mailing of a notice of redemption of Debt Securities of that series; or (ii)
register the transfer of or exchange any Debt Security, or portion thereof,
called for redemption, except that any Bearer Debt Security exchangeable for a
Registered Debt Security of that series may be so exchanged during the period
preceding the redemption date therefor which is simultaneously surrendered for
redemption.

PAYMENT AND PAYING AGENTS

     Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal of (and premium, if any) and interest on Bearer Debt Securities
will be payable, subject to any applicable laws and regulations, in the
designated currency or currency unit, at the offices of such Paying Agents
("Paying Agents") outside the United States as the Company may designate from
time to time, at the option of the holder, by check or by transfer to an account
maintained by the payee with a bank located outside the United States; provided,
however, that the written certification described above under "-- Form,
Exchange, Registration, Conversion, Transfer and Payment" has been delivered
prior to the first actual payment of interest. Unless otherwise indicated in the
applicable Prospectus Supplement, payment of interest on Bearer Debt Securities
on any Interest Payment Date will be made only against surrender to the Paying
Agent of the coupon relating to such Interest Payment Date. No payment with
respect to any Bearer Debt Security will be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to any account maintained with a bank located in the
United States, nor shall any payments be made in respect of Bearer Debt
Securities upon presentation to the Company or its designated Paying Agents
within the United States. Notwithstanding the foregoing, payments of principal
of (and premium, if any) and interest on Bearer Debt Securities denominated and
payable in US dollars will be made at the office of the Company's Paying Agent
in the United States, if (but only if) payment of the full amount thereof in US
dollars at all offices or agencies outside the United States is illegal or
effectively precluded by exchange controls or other similar restrictions.



                                      -15-

<PAGE>


     Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal of (and premium, if any) and interest on Registered Debt Securities
will be made in the designated currency or currency unit at the office of such
Paying Agent or Paying Agents as the Company may designate from time to time,
except that at the option of the Company payment of any interest may be made by
check mailed to the address of the person entitled thereto as such address shall
appear in the Security Register. Unless otherwise indicated in an applicable
Prospectus Supplement, payment of any installment of interest on Registered Debt
Securities will be made to the person in whose name such Registered Debt
Security is registered at the close of business on the Regular Record Date for
such interest.

     Unless otherwise indicated in the applicable Prospectus Supplement, the
Corporate Trust Office of the Trustee will be designated as a Paying Agent for
the Trustee for payments with respect to Debt Securities which are issuable
solely as Registered Debt Securities, and the Company will maintain a Paying
Agent outside the United States for payments with respect to Debt Securities
(subject to limitations described above in the case of Bearer Debt Securities)
which are issued solely as Bearer Debt Securities, or as both Registered Debt
Securities and Bearer Debt Securities. Any Paying Agents outside the United
States and any other Paying Agents in the United States initially designated by
the Company for the Debt Securities will be named in an applicable Prospectus
Supplement. The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agent or approve a change in the office
through which any Paying Agent acts, except that, if Debt Securities of a series
are issued solely as Registered Debt Securities, the Company will be required to
maintain a Paying Agent in each Place of Payment for such series and, if Debt
Securities of a series are issued as Bearer Securities, the Company will be
required to maintain (i) a Paying Agent in the United States for principal
payments with respect to any Registered Debt Securities of the series (and for
payments with respect to Bearer Debt Securities of the series in the
circumstances described above, but not otherwise), and (ii) a Paying Agent in a
Place of Payment located outside the United States where Securities of such
series and any coupons appertaining thereto may be presented and surrendered for
payment.

     All monies paid by the Company to a Paying Agent for the payment of
principal of and any premium or interest on any Debt Security which remain
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will (subject to applicable escheat laws) be
repaid to the Company and the holder of such Debt Security or any coupon will
thereafter look only to the Company for payment thereof.

TEMPORARY GLOBAL SECURITIES

     If so specified in the applicable Prospectus Supplement, all or any portion
of the Debt Securities of a series which are issuable as Bearer Debt Securities
will initially be represented by one or more temporary global Debt Securities,
without interest coupons, to be deposited with a common depository in London for
the Euroclear System ("Euroclear") and CEDEL S.A. ("CEDEL") for credit to the
designated accounts. On and after the date determined as provided in any such
temporary global Debt Security and described in the applicable Prospectus
Supplement, each such temporary global Debt Security will be exchangeable for
definitive Bearer Debt Securities, definitive Registered Debt Securities or all
or a portion of a permanent global security, or any combination thereof, as
specified in the applicable Prospectus Supplement, but, unless otherwise
specified in the applicable Prospectus Supplement, only upon written
certification in the form and to the effect described under "-- Form, Exchange,
Registration, Conversion, Transfer and Payment." No Bearer Debt Security
delivered in exchange for a portion of a temporary global Debt Security will be
mailed or otherwise delivered to any location in the United States in connection
with such exchange.

     Unless otherwise specified in the applicable Prospectus Supplement,
interest in respect of any portion of a temporary global Debt Security payable
in respect of an Interest Payment Date occurring prior to the issuance of
definitive Debt Securities or a permanent global Debt Security will be paid to
each of Euroclear and CEDEL with respect to the portion of the temporary global
Debt Security held for its account. Each of Euroclear and CEDEL will undertake
in such circumstances to credit such interest received by it in respect of a
temporary global Debt Security to the respective accounts for which it holds
such temporary global Debt Security only upon receipt in each


                                      -16-

<PAGE>


case of written certification in the form and to the effect described above
under "-- Form, Exchange, Registration, Conversion, Transfer and Payment" as of
the relevant Interest Payment Date regarding the portion of such temporary
global Debt Security on which interest is to be so credited.

PERMANENT GLOBAL SECURITIES

     If any Debt Securities of a series are issuable in permanent global form,
the applicable Prospectus Supplement will describe the circumstances, if any,
under which beneficial owners of interests in any such permanent global Debt
Securities may exchange such interests for Debt Securities of such series and of
like tenor and principal amount in any authorized form and denomination. No
Bearer Debt Security delivered in exchange for a portion of a permanent global
Debt Security shall be mailed or otherwise delivered to any location in the
United States in connection with such exchange.

BOOK-ENTRY DEBT SECURITIES

     The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary ("Depositary") or its nominee identified in the applicable
Prospectus Supplement. In such a case, one or more Global Securities will be
issued in a denomination or aggregate denomination equal to the portion of the
aggregate principal amount of Outstanding Debt Securities of the series to be
represented by such Global Security or Securities. The specific terms of the
depositary arrangement with respect to any portion of a series of Debt
Securities and the rights of, and limitations on, owners of beneficial interests
in any such Global Security representing all or a portion of a series of Debt
Securities will be described in the applicable Prospectus Supplement.

LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES

     In compliance with United States federal tax laws and regulations, Bearer
Debt Securities (including securities in permanent global form that are either
Bearer Debt Securities or exchangeable for Bearer Debt Securities) will not be
offered or sold during the restricted period (as defined in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) (generally, the first 40
days after the closing date, and, with respect to unsold allotments, until sold)
within the United States or to United States persons (each as defined below)
other than to an office located outside the United States of a United States
financial institution (as defined in Section 1.165-12(c)(1)(v) of the United
States Treasury Regulations), purchasing for its own account or for resale or
for the account of certain customers, that provides a certificate stating that
it agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Code and the United States Treasury Regulations thereunder, or to certain
other persons described in Section 1.163-5(c)(2)(i)(D)(1)(iii)(B) of the United
States Treasury Regulations. Moreover, such Bearer Debt Securities will not be
delivered in connection with their sale during the restricted period within the
United States. Any underwriters and dealers participating in the offering of
Bearer Debt Securities must covenant that they will not offer or sell during the
restricted period any Bearer Debt Securities within the United States or to
United States persons (other than the persons described above) or deliver in
connection with the sale of Bearer Debt Securities during the restricted period
any Bearer Debt Securities within the United States and that they have in effect
procedures reasonably designed to ensure that their employees and agents who are
directly engaged in selling the Bearer Debt Securities are aware of the
restrictions described above. No Bearer Debt Security (other than a temporary
global Bearer Debt Security) will be delivered in connection with its original
issuance nor will interest be paid on any Bearer Debt Security until receipt by
the Company of the written certification described above under "--Form,
Exchange, Registration, Conversion, Transfer and Payment." Each Bearer Debt
Security, other than a temporary global Bearer Debt Security, will bear a legend
to the following effect: "Any United States person who holds this obligation
will be subject to limitations under the United States federal income tax laws,
including the limitations provided in Sections 165(j) and 1287(a) of the
Internal Revenue Code."

     As used herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the United States and any estate or trust the


                                      -17-

<PAGE>


income of which is subject to United States federal income taxation regardless
of its source, and "United States" means the United States of America (including
the states and the District of Columbia) and its possessions.

EVENTS OF DEFAULT

     The following will be Events of Default under the Indenture with respect to
Debt Securities of any series: (a) failure to pay principal (or premium, if any)
on any Debt Security of that series when due; (b) failure to pay any interest on
any Debt Security of that series when due, which failure continues for 30 days;
(c) failure to perform any other covenant of the Company in the applicable
Indenture or any other covenant to which the Company may be subject with respect
to Debt Securities of that series (other than a covenant solely for the benefit
of a series of Debt Securities other than that series), which failure continues
for 90 days after written notice as provided in the applicable Indenture; and
(d) certain events of bankruptcy, insolvency or reorganization.

     If an Event of Default with respect to Outstanding Debt Securities of any
series shall occur and be continuing, either the Trustee or the Holders of at
least 25% in principal amount of the Outstanding Debt Securities of that series,
by notice as provided in the applicable Indenture, may declare the principal
amount (or, if the Debt Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all Debt Securities of that series to be due and
payable immediately, except that upon the occurrence of an Event of Default
specified in (d) above, the principal amount (or in the case of Original Issue
Discount Securities, such portion) of all Debt Securities shall be immediately
due and payable without any action by the Trustee or any Holder. At any time
after a declaration of acceleration with respect to Debt Securities of any
series has been made, but before judgment or decree based on such acceleration
has been obtained, the Holders of a majority in principal amount of the
Outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration. For information as to waiver of defaults,
see "Modification and Waiver" below.

     The Indentures will provide that, subject to the duty of the respective
Trustees thereunder during an Event of Default to act with the required standard
of care, each such Trustee will be under no obligation to exercise any of its
rights or powers under the respective Indentures at the request or direction of
any of the Holders, unless such Holders shall have offered to such Trustee
reasonable security or indemnity. Subject to certain provisions, including those
requiring security or indemnification of the applicable Trustee, the Holders of
a majority in principal amount of the Outstanding Debt Securities of any series
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on such Trustee, with respect to the Debt Securities of that
series.

     No Holder of a Debt Security of any series will have any right to institute
any proceeding with respect to the applicable Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the applicable
Trustee written notice of a continuing Event of Default and unless the Holders
of at least 25% in aggregate principal amount of the Outstanding Debt Securities
of the same series shall have written requests, and offered reasonable
indemnity, to such Trustee to institute such a proceeding, and the Trustee shall
not have received from the Holders of a majority in aggregate principal amount
of the Outstanding Debt Securities of the same series a direction inconsistent
with such request and shall have failed to institute such proceeding within 60
days. However, such limitations do not apply to a suit instituted by a Holder of
a Debt Security for enforcement of payment of the principal of and interest on
such Debt Security on or after the respective due dates expressed in such Debt
Security.

     The Company is required to furnish to the Trustees annually a statement as
to the performance by the Company of its obligations under the respective
Indentures and as to any default in such performance.



                                      -18-

<PAGE>


MODIFICATION AND WAIVER

     The Indenture provides that Supplemental Indentures may be entered into by
the Company and the Trustee without the consent of any Holders of Debt
Securities in certain limited circumstances, including (i) to cure any
ambiguity, omission, defect or inconsistency, (ii) to provide for the assumption
of the obligations of the Company under the Indenture upon the merger,
consolidation or sale or other disposition of all or substantially all of the
assets of the Company and its Subsidiaries taken as a whole and certain other
events specified in the "Merger, Consolidation and Sale of Substantially All
Assets" covenant, (iii) to provide for uncertificated Debt Securities in
addition to or in place of certificated Debt Securities, (iv) to comply with any
requirement of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act of 1939, as amended, (v) to make
any change in the Debt Securities of any or all series that does not adversely
affect the rights of any Holder of Debt Securities of the affected series in any
material respect, (vi) to add Subsidiary guarantors pursuant to the procedures
set forth in the Indentures, and (vii) certain other modifications and
amendments as set forth in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with the written consent of the Holders of not less than a majority in aggregate
principal amount of the Debt Securities, of any series then outstanding, to
execute supplemental indentures or amendments adding any provisions to or
changing or eliminating any of the provisions of the Indenture or modifying the
rights of the Holders of the Debt Securities of such series, except that no such
supplemental indenture, amendment or waiver may, without the consent of all the
Holders of Debt Securities of such series then outstanding, among other things,
(i) reduce the principal amount of Debt Securities of such series whose Holders
must consent to an amendment or waiver, (ii) reduce the rate of or change the
time of payment of interest on any Debt Securities, (iii) change the currency in
which any amount due in respect of the Debt Securities is payable, (iv) reduce
the principal of or any premium on or change the Stated Maturity of any Debt
Securities or alter the redemption or repurchase provisions with respect
thereto, (v) reduce the relative ranking of any Debt Securities, (vi) release
any security that may have been granted in respect of the Debt Securities, (vii)
impair the right of any Holder to institute suit for enforcement of any payment
on or with respect to such Holder's Debt Securities and (viii) make certain
other significant amendments or modifications as specified in the Indenture.

     The Holders of at least a majority in principal amount of the Outstanding
Debt Securities of any series may, on behalf of the Holders of all Debt
Securities of that series, waive compliance by the Company with certain
covenants of the applicable Indenture and any past default under the applicable
Indenture with respect to that series, except a default in the payment of the
principal of, premium, if any, or interest on, any Debt Security of that series
or in respect of a provision which under the applicable Indenture cannot be
modified or amended without the consent of the Holder of each Outstanding Debt
Security of that series affected.

CONSOLIDATION, MERGER AND SALE OF ASSETS

     The Company, without the consent of any Holders of any series of
outstanding Debt Securities, may consolidate with or merge into, or transfer or
lease its assets substantially as an entirety (treating the Company and each of
its Subsidiaries as a single consolidated entity) to, any corporation, and any
other corporation may consolidate with or merge into, or transfer or lease its
assets substantially as an entirety to, the Company, provided that the
corporation (if other than the Company) formed by such consolidation or into
which the Company is merged or which acquires or leases the assets of the
Company substantially as an entirety is organized and existing under the laws of
the United States of America or any political subdivision thereof, and assumes
the Company's obligations under each series of Outstanding Debt Securities and
the Indentures applicable thereto and that the Trustee is satisfied that, after
giving effect to such transaction, no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of Default, shall
have occurred and be continuing.


                                      -19-

<PAGE>


DEFEASANCE

     If so indicated in the applicable Prospectus Supplement with respect to the
Debt Securities of a series, the Company at its option (i) will be discharged
from any and all obligations in respect of the Debt Securities of such series
(except for certain obligations to register the transfer or exchange of Debt
Securities of such series, to replace destroyed, stolen, lost or mutilated Debt
Securities of such series, and to maintain an office or agency in respect of the
Debt Securities and hold moneys for payment in trust) or (ii) will be released
from its obligations to comply with certain covenants specified in the
applicable Prospectus Supplement with respect to the Debt Securities of such
series, and the occurrence of certain Events of Default as specified in the
applicable Prospectus Supplement with respect to the Debt Securities of such
series, shall no longer be Events of Default, if, in either case, the Company
irrevocably deposits with the applicable Trustee, in trust, money, Government
Obligations of the government issuing the currency in which the Debt Securities
of the relevant series are denominated or a combination thereof that through the
payment of interest thereon and principal thereof in accordance with the terms
will provide money in an amount sufficient to pay all the principal of and
premium, if any, and interest on the Securities of such series on the dates such
payments are due (up to the Stated Maturity Date, or the Redemption Date, as the
case may be) in accordance with the terms of such Debt Securities. Such a trust
may only be established if, among other things, (a) 123 days pass after the
deposit is made and during the 123-day period no Event of Default described in
clause (d) under "Events of Default" shall have occurred and be continuing at
the end of such period and (b) the Company shall have delivered an Opinion of
Counsel to the effect that (i) the Holders of the Debt Securities will not
recognize gain or loss for United States federal income tax purposes as a result
of such deposit or defeasance and will be subject to United States federal
income tax in the same manner as if such defeasance had not occurred, and (ii)
the trust resulting from the deposit does not constitute, or is qualified as, a
regulated investment company under the Investment Company Act of 1940. Such
opinion, in the case of defeasance under clause (i) above, must refer to and be
based upon a ruling of the Internal Revenue Service or a change in applicable
federal income tax law occurring after the date of the applicable Indenture. In
the event the Company fails to comply with its remaining obligations under the
applicable Indenture after a defeasance of such Indenture with respect to the
Debt Securities of any series as described under clause (ii) above and the Debt
Securities of such series are declared due and payable because of the occurrence
of any undefeased Event of Default, the amount of money and Government
Obligations on deposit with the applicable Trustee may be insufficient to pay
amounts due on the Debt Securities of such series at the time of the
acceleration resulting from such Event of Default. However, the Company will
remain liable in respect to such payments.

     Notwithstanding the description set forth under "Subordination of Senior
Subordinated Debt Securities and Subordinated Debt Securities" above, in the
event that the Company deposits money or Government Obligations in compliance
with the Indenture that governs any Senior Subordinated Debt Securities or
Subordinated Debt Securities, as the case may be, in order to defease all or
certain of its obligations with respect to the applicable series of Debt
Securities, the money or Government Obligations so deposited will not be subject
to the subordination provisions of the applicable Indenture and the indebtedness
evidenced by such series of Debt Securities will not be subordinated in right of
payment to the holders of applicable Senior Indebtedness to the extent of the
money or Government Obligations so deposited.

REGARDING THE TRUSTEES

     The Indentures contain certain limitations on the right of each Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize for its own account on certain property received in
respect of any such claim as security or otherwise. Each Trustee will be
permitted to engage in certain other transactions; however, if it acquires any
conflicting interest within the meaning of the Trust Indenture Act of 1939 and
there is a default under the Debt Securities issued under the applicable
Indenture, it must eliminate such conflict or resign.



                                      -20-

<PAGE>
                         DESCRIPTION OF PREFERRED STOCK

     The Company's Certificate of Incorporation currently authorizes the
issuance of 10,000,000 shares of Preferred Stock, par value $.01 per share,
issuable in series. The board of directors of the Company is authorized to
approve the issuance of one or more series of Preferred Stock without further
authorization of the stockholders of the Company and to fix the number of
shares, the designations, the relative rights and preferences and the
limitations of any such series.

     At the date of this Prospectus, no shares of preferred stock were issued
and outstanding, and 500,000 shares of Series A Junior Participating Preferred
Stock were reserved for issuance in connection with the Company's Stockholders'
Rights Plan dated February 24, 1996 (the "Rights Plan"). See "Description of
Common Stock-Stockholders' Rights Plan." The terms of the Company's currently
authorized Series A Junior Participating Preferred Stock do not limit the
issuance of other series of Preferred Stock ranking as to dividends and payments
upon liquidation senior to, on a parity with or junior to such existing
Preferred Stock.

     The applicable Prospectus Supplement will set forth the number of shares,
particular designation, relative rights and preferences and the limitations of
any series of Preferred Stock in respect of which this Prospectus is delivered.
The particular terms of any such series will include the following:

     (i)  The maximum number of shares to constitute the series and the
          designation thereof;

     (ii) The annual dividend rate, if any, on shares of the series, whether
          such rate is fixed or variable or both, the date or dates from which
          dividends will begin to accrue or accumulate, whether dividends will
          be cumulative and whether such dividends shall be paid in cash, Common
          Stock or otherwise;

     (iii) Whether the shares of the series will be redeemable and, if so, the
          price at and the terms and conditions on which the shares of the
          series may be redeemed, including the time during which shares of the
          series may be redeemed and any accumulated dividends thereon that the
          holders of shares of the series shall be entitled to receive upon the
          redemption thereof;

     (iv) The liquidation preference, if any, applicable to shares of the
          series;

     (v)  Whether the shares of the series will be subject to operation of a
          retirement or sinking fund and, if so, the extent and manner in which
          any such fund shall be applied to the purchase or redemption of the
          shares of the series for retirement or for other corporate purposes,
          and the terms and provisions relating to the operation of such fund;

     (vi) The terms and conditions, if any, on which the shares of the series
          shall be convertible into, or exchangeable for, shares of any other
          class or classes of capital stock of the Company or another
          corporation or any series of any other class or classes, or of any
          other series of the same class, including the price or prices or the
          rate or rates of conversion or exchange and the method, if any, of
          adjusting the same;

    (vii) The voting rights, if any, of the shares of the series;

   (viii) The currency or units based on or relating to currencies in which
          such series is denominated and/or in which payments will or may be
          payable;

     (ix) The methods by which amounts payable in respect of such series may be
          calculated and any commodities, currencies or indices, or price, rate
          or value, relevant to such calculation;

     (x)  Any listing of the shares of the series on a securities exchange; and

     (xi) Any other preferences and relative, participating, optional or other
          rights or qualifications, limitations or restrictions thereof.

     Any material United States federal income tax consequences and other
special considerations to any offered Preferred Stock will be described in the
Prospectus Supplement relating to the offering and sale of such Preferred Stock.

                                      -21-

<PAGE>


TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for each series of Preferred Stock will be
designated in the related Prospectus Supplement.

                           DESCRIPTION OF COMMON STOCK

GENERAL

     The following is a description of certain general terms and provisions of
the Common Stock. The summary of terms of the Company's Common Stock contained
in this Prospectus does not purport to be complete and is subject to, and
qualified in its entirety by, the provisions of the Company's Restated
Certificate of Incorporation, Bylaws and Rights Plan, each of which has been
incorporated by reference herein.

     The Company's Restated Certificate of Incorporation authorizes the issuance
of 50,000,000 shares of Common Stock, $.01 par value. All issued and outstanding
shares of Common Stock are validly issued, fully paid and nonassessable. The
holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of holders of Common Stock. The Common Stock does
not have cumulative voting rights. Each share of Common Stock is entitled to
participate equally in dividends, as and when declared by the Company's board of
directors, and in the distribution of assets in the event of liquidation,
subject in all cases to any prior rights of outstanding shares of the Company's
preferred stock. The shares of Common Stock have no preemptive or conversion
rights, redemption rights or sinking fund provisions.

STOCKHOLDERS' RIGHTS PLAN

     On February 24, 1996, the Company's board of directors declared a dividend
distribution of one Preferred Stock Purchase Right (a "Right") for each
outstanding share of Common Stock. The description and terms of the Rights are
set forth in the Rights Agreement which is incorporated herein by reference. The
distribution was made as of March 6, 1996, to stockholders of record on that
date. Each Right entitles the registered holder of Common Stock to purchase from
the Company one one-hundredth (1/100) of a share of preferred stock, designated
as Series A Junior Participating Preferred Stock, at a price of $18.75 per one
one-hundredth (1/100) of a share, subject to adjustments. The Rights will expire
at the close of business on March 6, 2006, unless the expiration date is
extended or unless the Rights are earlier redeemed or exchanged by the Company
as described in the Rights Agreement.

     Initially, the Rights will not be exercisable or represented by a separate
certificate but will trade together with the Common Stock. The Rights, unless
redeemed prior thereto, become exercisable only upon the close of business on
the day which is the earlier of (a) the tenth day after a public announcement
that a person or group of affiliated or associated persons, with certain
exceptions as noted in the Rights Agreement, has acquired beneficial ownership
of 15% or more of the Company's outstanding Common Stock (an "Acquiring Person")
or (b) the tenth business day (or such later date as may be determined by the
Company's board of directors prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) after the commencement or
announcement of an intention to commence a tender or exchange offer, the
consummation of which would result in the ownership of 15% or more of the
Company's outstanding Common Stock. All issuances of Common Stock after the date
of the Rights Agreement will include Rights.

TRANSFER AGENT AND REGISTRAR

     The co-transfer agents and co-registrars for the Common Stock are Corporate
Stock Transfer, Inc., and First Interstate Bank of California.

LISTING

     The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol BSNX.


                                      -22-

<PAGE>


                             DESCRIPTION OF WARRANTS

GENERAL

     The Company may issue Warrants to purchase shares of Common Stock, shares
of Preferred Stock or Debt Securities. Warrants may be issued, subject to
regulatory approvals, independently or together with any Common Stock, Preferred
Stock or Debt Securities, as the case may be, and may be attached to or separate
from such Common Stock, Preferred Stock or Debt Securities. Each series of
Warrants will be issued under a separate warrant agreement (each a "Warrant
Agreement") to be entered into between the Company and a warrant agent (the
"Warrant Agent"). The Warrant Agent will act solely as an agent of the Company
in connection with the Warrants of such series and will not assume any
obligation or relationship of agency or trust for or with any holders or
beneficial owners of Warrants.

     The applicable Prospectus Supplement will describe the following terms of
any Warrants in respect of which this Prospectus is delivered: (i) the title of
such Warrants; (ii) a description of the securities (which may include shares of
Common Stock, shares of Preferred Stock or Debt Securities) for which such
Warrants are exercisable; (iii) the price or prices at which such Warrants will
be issued; (iv) the periods during which the Warrants are exercisable; (v) the
number of shares of Common Stock or Preferred Stock or the amount of Debt
Securities for which each Warrant is exercisable; (vi) the exercise price for
such Warrants, including any changes to or adjustments in the exercise price;
(vii) the currency or currencies, including composite currencies, in which the
exercise price of such Warrants may be payable; (viii) if applicable, the
designation and terms of the shares of Preferred Stock with which such Warrants
are issued; (ix) if applicable, the terms of the Debt Securities with which such
Warrants are issued; (x) if applicable, the number of Warrants issued with each
share of Common Stock or Preferred Stock or Debt Security; (xi) if applicable,
the date on and after which such Warrants and the related shares of Common Stock
or Preferred Stock or Debt Securities will be separately transferable; (xii) if
applicable, a discussion of certain United States federal income tax
considerations; (xiii) any listing of the Warrants on a securities exchange; and
(xiv) any other terms of such Warrants, including terms, procedures and
limitations relating to the exchange and exercise of such Warrants.

                              SELLING STOCKHOLDER

     Common  Stock owned by Michael S. Smith,  Chairman of the Board,  President
and Chief Executive Officer,  may be offered for Mr. Smith's account pursuant to
this Prospectus.  The following table sets forth information as of September 22,
1997  regarding  the  Common  Stock  owned by Mr.  Smith,  which may be  offered
hereunder.

<TABLE>
<CAPTION>
                                                                                                   SHARES BENEFICIALLY
                              SHARES BENEFICIALLY OWNED                                              OWNED AFTER THE
                                PRIOR TO THE OFFERING                                                    OFFERING
                        -------------------------------------                                   --------------------------
        SELLING                                                     NUMBER OF SHARES TO BE
      STOCKHOLDER             NUMBER             PERCENT             SOLD IN THE OFFERING          NUMBER       PERCENT
- ----------------------- ------------------  -----------------  -------------------------------- ------------- ------------
<S>                        <C>                    <C>                                                               
Michael S. Smith           3,248,150(1)           30.13             Not to exceed 300,000*            *            *

</TABLE>

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

*    To be included in a Prospectus Supplement


                                      -23-

<PAGE>



(1)  Includes  2,675,150  shares held by Mr. Smith;  304,300 shares held by Iris
     Smith,  Mr.  Smith's  wife;  96,000  shares held by trusts for Mr.  Smith's
     children,  of which Mr. Smith is trustee;  and 92,700 shares held by KaiTar
     Foundation,  a  nonprofit  charitable  foundation  of which  Mrs.  Smith is
     president  and Mr.  Smith is  vice-president.  Mr.  Smith  has no voting or
     investment  power  with  respect  to the  shares  held  by Iris  Smith  and
     disclaims  beneficial  ownership of such shares. Mr. Smith, in his capacity
     as the  trustee of the trusts for his  children  and as vice  president  of
     KaiTar  Foundation,  has voting and  investment  power with  respect to the
     shares held in such capacity and may be deemed to be the  beneficial  owner
     of such shares but  disclaims  beneficial  ownership of such  shares.  Also
     includes  options for 60,000 shares  exercisable  within 60 days and 20,000
     performance shares, the restrictions on which lapse December 31, 1999.


                                      -24-

<PAGE>


                              PLAN OF DISTRIBUTION

     The Company may offer and sell the Debt Securities, Preferred Stock, Common
Stock and Warrants to or through underwriters or dealers, and also may offer and
sell Debt Securities, Preferred Stock, Common Stock and Warrants directly to
other purchasers or through agents.

     The distribution of the Securities may be affected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to such market prices
or at negotiated prices.

     Each Prospectus Supplement will set forth the terms of the offering of the
particular series of Securities to which the Prospectus Supplement relates,
including the name or names of any underwriters, dealers or agents, the purchase
price or prices of the Securities, the proceeds to the Company or the selling
stockholder, if applicable, from the sale of such series of Securities, the use
of such proceeds, any initial public offering price or purchase price of such
series of Securities, any underwriting discount or commission, any discounts,
concessions or commissions allowed or reallowed or paid by any underwriters to
other dealers, any commissions paid to any agents, and the securities exchanges,
if any, on which such Securities will be listed. Any initial public offering
price or purchase price and any discounts, concessions or commissions allowed or
reallowed or paid by any underwriter to other dealers may be changed from time
to time.

     In connection with distributions of Common Stock or otherwise, the Company
may enter into hedging transactions with broker-dealers in connection with which
such broker-dealers may sell Common Stock registered hereunder in the course of
hedging through short sales the positions they assumed with the Company.

     In connection with the sale of the Securities, underwriters or agents may
receive compensation from the Company, the selling stockholder, if applicable,
or from purchasers of Securities for whom they may act as agents in the form of
discounts, concessions or commissions. Underwriters may sell Securities to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents. Underwriters, dealers and
agents that participate in the distribution of Securities may be deemed to be
underwriters, and any discounts or commissions received by them from the Company
and any profit on the resale of Securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation received from
the Company will be described, in the applicable Prospectus Supplement.

     The sale of all or a portion of the shares of Common Stock  offered  hereby
by the Selling  Stockholder may be effected from time to time on any exchange on
which the Common Stock is then listed at  prevailing  prices at the time of such
sale, at prices related to such prevailing prices or at negotiated  prices. The
Selling  Stockholder  may sell all or a portion of the shares  offered hereby in
private transactions or in the over-the-counter  market at prices related to the
prevailing prices of the shares on the Nasdaq National Market.

     Under agreements which may be entered into by the Company, underwriters and
agents who  participate  in the  distribution  of Securities  may be entitled to
indemnification  by the  Company  or the  selling  stockholder  against  certain
liabilities, including liabilities under U.S. securities legislation.

     The Company may grant underwriters who participate in the distribution of
Securities an option to purchase additional Securities to cover over-allotments,
if any.

     Certain underwriters and selling group members (if any) who are qualifying
registered market makers on the Nasdaq National Market may engage in passive
market making transactions in the Common Stock on the Nasdaq National Market in
accordance with Rule 10b-6A under the Securities Exchange Act of 1934, as
amended, during the two business day period before commencement of offers or
sales of the Common Stock.

                                      -25-

<PAGE>

     The place and date of delivery for the Securities in respect of which this
Prospectus is being delivered will be set forth in the applicable Prospectus
Supplement.

     If so indicated in the applicable Prospectus  Supplement,  the Company will
authorize  underwriters  or agents to solicit offers by certain  institutions to
purchase  Securities  from the Company  pursuant to delayed  delivery  contracts
providing  for payment and  delivery at a future date.  Institutions  with which
such  contracts  may be made include  commercial  and savings  banks,  insurance
companies,  pension  funds,  investment  companies,  educational  and charitable
institutions and others,  but in all cases such institutions must be approved by
the Company. Unless otherwise set forth in the applicable Prospectus Supplement,
the  obligations of any purchaser under any such contract will not be subject to
any conditions  except that (i) the purchase of the Securities  shall not at the
time of delivery be prohibited  under the laws of the jurisdiction to which such
purchaser  is  subject,  and  (ii) if the  Securities  are  also  being  sold to
underwriters acting as principals for their own account,  the underwriters shall
have purchased such Securities not sold for delayed  delivery.  The underwriters
and such  other  persons  will not have any  responsibility  in  respect  of the
validity or performance of such contracts.

     Unless otherwise indicated in the applicable Prospectus Supplement, the
Securities in respect of which this Prospectus is being delivered (other than
Common Stock) will be a new issue of securities, will not have an established
trading market when issued and will not be listed on any securities exchange.
Any underwriters or agents to or through whom such Securities are sold by the
Company for public offering and sale may make a market in such Securities, but
such underwriters or agents will not be obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for any such Securities.

     Certain of the underwriters and their affiliates may from time to time
perform various commercial banking and investment banking services for the
Company, for which customary compensation is received.

                                     EXPERTS

     The consolidated financial statements of the Company, included in its
Annual Report on Form 10-K for the year ended December 31, 1996, incorporated by
reference in this Prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated herein in
reliance upon the authority of said firm as experts in giving said report.
Future financial statements of the Company and the reports thereon of Arthur
Andersen LLP, or any successor independent accounting firm that has audited the
Company's financial statements, also will be incorporated by reference in this
Prospectus and elsewhere in the Registration Statement in reliance upon the
authority of such firm as experts in giving those reports to the extent said
firm has audited those financial statements and consented to the use of their
reports thereon.

     Estimates of historical onshore oil and natural gas reserves of the Company
as of December 31, 1994, 1995 and 1996, incorporated by reference herein are
based upon engineering studies prepared by the Company and audited by the
independent engineering firm of Netherland, Sewell & Associates, Inc. Estimates
of historical offshore reserves of the Company as of December 31, 1996,
incorporated by reference herein are based upon engineering studies prepared by
the independent engineering firm of Ryder Scott Company Petroleum Engineers.
Such estimates are incorporated by reference herein (to the extent covered by
consents filed with the Commission) in reliance upon the authority of such firms
as experts in such matters.

                                  LEGAL MATTERS

     Certain legal matters relating to the validity of the Securities will be
passed upon for the Company by Davis, Graham & Stubbs LLP, Denver, Colorado.
Certain legal matters will be passed upon for the underwriters, if any, by the
counsel named in the applicable Prospectus Supplement.



                                      -26-

<PAGE>


                                    GLOSSARY

     The terms defined in this section are used throughout this Prospectus.

     2-D seismic data. Seismic data that are acquired and processed to yield a
two-dimensional cross section of the subsurface.

     3-D seismic data. Seismic data that are acquired and processed to yield a
three-dimensional picture of the subsurface.

     Bcf. Billion cubic feet (of gas).

     Bcfe. Billion cubic feet (of gas) equivalent.

     Exploitation. The conduct of a drilling or recompletion operation intended
to recover reserves from a formation known to be productive in the area or on
trend with existing production but not classifiable as proved.

     Exploratory well. A well drilled to find and produce oil or gas in an
unproved area, to find a new reservoir in a field previously found to be
productive of oil or gas in another reservoir, or to extend a known reservoir.

     Gross acres. An acre in which a working interest is owned.

     MMBbl. One million barrels of crude oil or other liquid hydrocarbons.

     Net acres. The sum of the fractional working interests owned in gross
acres.

     Productive well. A well that is producing oil or gas or that is capable of
production.

     Proved reserves. The estimated quantities of crude oil, natural gas and
natural gas liquids which geological and engineering data demonstrate with
reasonable certainty to be recoverable in future years from known reservoirs
under existing economic and operating conditions.

     Undeveloped acreage. Lease acreage on which wells have not been drilled or
completed to a point that would permit the production of commercial quantities
of oil and gas, regardless of whether such acreage contains proved reserves.

     Working interest. The operating interest which gives the owner the right to
drill, produce and conduct operating activities on the property and to share in
the production.


                                      -27-

<PAGE>


NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS OR ANY 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 OR DEALER.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT, OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATES HEREOF
OR THEREOF. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.


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

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                              PAGE
                            PROSPECTUS

<S>                                                             <C>           <C>
Available Information............................................2
Incorporation of Certain Documents by Reference..................2
Special Note Regarding Forward-looking Statements................3             BASIN EXPLORATION, INC.
Risk Factors.....................................................4
The Company......................................................9
Use of Proceeds.................................................11
Ratio of Earnings to Fixed Charges .............................11
Description of Debt Securities..................................11
Description of Preferred Stock..................................21
Description of Common Stock.....................................22
Description of Warrants.........................................23
Selling Stockholder.............................................23
Plan of Distribution............................................25
Experts.........................................................26
Legal Matters...................................................26
Glossary........................................................27

                                                                              Dated ____________, 1997

</TABLE>


                                      -28-

<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following sets forth expenses, other than underwriting fees and
commissions, expected to be borne by the Registrant in connection with the
distribution of the securities being registered:


Securities and Exchange Commission registration fee.............       $60,607
Blue Sky fees and expenses......................................        20,000
NASDAQ/NMS listing fees.........................................        35,000
NASD filing fee ................................................        10,000
Rating agency fees .............................................        75,000
Transfer Agent fees ............................................        10,000
Legal ..........................................................       275,000
Printing .......................................................       175,000
Accounting .....................................................       100,000
Miscellaneous...................................................        39,393
                                                                  ------------
         TOTAL..................................................  $    800,000
                                                                  ============


All amounts listed above, except for the registration fee, are estimates.

ITEM 15 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Bylaws and Restated Certificate of Incorporation of Basin Exploration,
Inc. (the "Company") provide that the Company shall, to the full extent
permitted by the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify all directors and officers of the Company. Section
145 of the Delaware General Corporation Law provides in part that a corporation
shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interest of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. Similar indemnity is authorized for such persons against expenses
(including attorneys' fees) actually and reasonably incurred in defense or
settlement of any threatened, pending or completed action or suit by or in the
right of the corporation, if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interest of
the corporation, and provided further that (unless a court of competent
jurisdiction otherwise provides) such person shall not have been adjudged liable
to the corporation. Any such indemnification may be made only as authorized in
each specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct.

     Additionally, the Restated Certificate of Incorporation eliminates in
certain circumstances the monetary liability of directors of the Company for a
breach of their fiduciary duty as directors. This provision does not eliminate
the liability of a director (i) for a breach of the director's duty of loyalty
to Basin or its stockholders; (ii) for acts or omissions by the director not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) for liability arising under Section 174 of the Delaware General
Corporation Law (relating to


<PAGE>


the declaration of dividends and purchase of redemption of shares in violation
of the Delaware General Corporation Law); or (iv) for any transaction from which
the director derived an improper personal benefit.

     A policy of directors' and officers' liability insurance is maintained by
the Company, which policy insures directors and officers for losses as a result
of claims based upon their acts or omissions as directors and officers of the
Registrant, including liabilities arising under the Securities Act of 1933.

ITEM 16 - EXHIBITS

        1.1    Form of Underwriting Agreement - Equity**

        1.2    Form of Underwriting Agreement - Debt**

        4.1    Restated Certificate of Incorporation of Basin1

        4.2    Restated Bylaws of Basin/1/

        4.3    Certificate of Designations for Series A Junior Participating
               Preferred Stock/2/

        4.4    Common Stock Certificate of Basin/1/

        4.5    Form of Indenture for Debt Securities*

        4.6    Form of Debt Security**

        4.7    Form of Preferred Stock Certificate**

        4.8    Form of Common Stock Warrant Agreement (including form of Common
               Stock Warrant Certificate)**

        4.9    Form of Preferred Stock Warrant Agreement (including form of 
               Preferred Stock Warrant Certificate)**

        4.10   Form of Debt Warrant Agreement (including form of Debt Warrant 
               Certificate)**

        4.11   Form of Certificate of Designations of Preferred Stock**

        4.12   Form of Rights Agreement dated as of February 24, 1996, between 
               Basin Exploration, Inc. and Corporate Stock Transfer, Inc. as 
               Rights Agent/2/

        5.1    Opinion and Consent of Davis, Graham & Stubbs LLP*

        12.1   Statement re Computation of Ratios*

        21     Subsidiaries/3/

        23.1   Consent of Arthur Andersen LLP*

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

        23.3   Consent of Ryder Scott Company*


                                      II-2

<PAGE>


        23.4   Consent of Davis, Graham & Stubbs LLP - see Exhibit 5.1*

        24.1   Power of Attorney (included on signature pages)*

        25     Statement of Eligibility of Trustee on Form T-1**

        27     Financial Data Schedule**

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

*    Filed herewith.

1    Filed as an Exhibit to Basin's Registration Statement on Form S-1 as filed
     on March 17, 1992, Registration No. 33-46486, and incorporated herein by
     reference.

2    Filed as Exhibit 4.1 to the Company's Registration Statement or Form 8-A,
     as filed on February 27, 1996 and incorporated herein by reference.

3    Filed as an Exhibit to Form 10-K filed on March 31, 1997, and incorporated
     herein by reference.

**   To be filed by amendment or subsequently incorporated by reference herein.


ITEM 17 - UNDERTAKINGS

     The Company 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 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 offers (if the total dollar value 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



                                      II-3

<PAGE>


          (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 Basin
          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 purposes of determining any liability under the Securities
          Act of 1933, the information omitted from the form of prospectus filed
          as part of a Registration Statement in reliance upon Rule 430A and
          contained in the form of prospectus filed by the Registrant pursuant
          to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933
          shall be deemed to be part of this registration statement as of the
          time it was declared effective.

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

     (d)  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 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.

     The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or 14c-3 under the Securities Exchange Act of 1934;
and, where the interim financial information required to be presented by Article
3 of Regulation S-X are not set forth in the prospectus, to deliver or cause to
be delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

     The undersigned Registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the Trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under 305(b)(2) of the Trust Indenture
Act.



                                      II-4

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and County of Denver, State of Colorado, on the 22nd day
of September, 1997.


                                     BASIN EXPLORATION, INC.


                                     By:  /s/ MICHAEL S. SMITH
                                          --------------------------------------
                                          Michael S. Smith, President, Chief
                                          Executive Officer and Chairman of the 
                                          Board

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated, and, KNOW ALL MEN BY THESE PRESENTS, that
each individual whose signature appears below hereby constitutes and appoints
Michael S. Smith, Howard L. Boigon and Neil L. Stenbuck, and each of them, his
true and lawful agent, proxy and attorney-in-fact, each acting alone, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to (i) act on, sign and file with the
Securities and Exchange Commission any and all amendments (including
post-effective amendments) to this registration statement together with all
schedules and exhibits thereto and any subsequent registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together
with all schedules and exhibits thereto, (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, (iii) act on and file any supplement to any
prospectus included in this registration statement or any such amendment or any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and (iv) take any and all actions which may
be necessary or appropriate in connection therewith, granting unto such agents,
proxies and attorneys-in-fact, and each of them, full power and authority to do
and perform each and every act and thing necessary or appropriate to be done, as
fully for all intents and purposes as he might or could do in person, hereby
approving, ratifying and confirming all that such agents, proxies and
attorneys-in-fact, any of them or any of his or their substitutes may lawfully
do or cause to be done by virtue thereof.

<TABLE>
<CAPTION>
            SIGNATURE                            TITLE                          DATE

<S>                                   <C>                                   <C>
/s/ MICHAEL S. SMITH
- ------------------------------------- President, Chief Executive            September 18, 1997
Michael S. Smith                      Officer and Chairman of the
                                      Board (Principal Executive Officer)


/s/ HOWARD L. BOIGNON
- ------------------------------------- Vice President - General Counsel,     September 18, 1997
Howard L. Boigon                      Secretary and Director


/s/ NEIL L. STENBUCK
- ------------------------------------- Vice President, Chief Financial       September 18, 1997
Neil L. Stenbuck                      Officer and Director


/s/ JAMES A. TUELL
- ------------------------------------- Controller, Principal Accounting      September 18, 1997
James A. Tuell                        Officer



                                      II-5

<PAGE>


/s/ JOHN F. GREENE
- ------------------------------------- Director                              September 19, 1997
John F. Greene


/s/ J. PAUL HELLSTROM
- ------------------------------------- Director                              September 19, 1997
J. Paul Hellstrom


/s/ MICHAEL A. NICOLAIS
- ------------------------------------- Director                              September 19, 1997
Michael A. Nicolais


/s/ LARRY D. UNRUH
- ------------------------------------- Director                              September 19, 1997
Larry D. Unruh

</TABLE>

                                      II-6

<PAGE>



                                  EXHIBIT INDEX


         4.5      Form of Indenture for Debt Securities

         5.1      Opinion and Consent of Davis, Graham & Stubbs LLP

         12.1     Statement re Computation of Ratios

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Netherland, Sewell & Associates, Inc.

         23.3     Consent of Ryder Scott Company

         23.4     Consent of Davis, Graham & Stubbs LLP - see Exhibit 5.1

         24.1     Power of Attorney (included on signature pages)



                                      II-7

