
                          INDEPENDENT AUDITOR'S CONSENT




We consent to the use in the  Registration  Statement  and  Prospectus of Cotton
Valley Resources Corporation of our report dates November 1, 1996,  accompanying
the consolidated  financial  statements of Cotton Valley  Resources  Corporation
contained  in such  Registration  Statement,  and to the use of our name and the
statements with respect to us, as appearing  under the heading  "Experts" in the
Prospectus.





Hein & Associates LLP
Certified Public Accountants

November 21, 1996
Dallas, Texas

