##### Table of Contents





As filed with the Securities and Exchange Commission on
    July 15, 2011
  Registration
    No. 333-
      UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549Form S-3
  REGISTRATION STATEMENT
    UNDER
    THE SECURITIES ACT OF 1933Oasis Petroleum Inc.* (Exact name of
    Registrant as specified in its charter)
  Delaware

80-0554627(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)   1001 Fannin Street,
    Suite 1500
    Houston, Texas 77002(281) 404-9500 (Address, including
    zip code, and telephone number, including area code, of
    Registrants principal executive offices) Thomas B. Nusz
    President and Chief Executive Officer
    1001 Fannin, Suite 1500
    Houston, Texas 77002(281) 404-9500 (Name, address,
    including zip code, and telephone number, including area code,
    of agent for service)
  Copies to:
  David P. Oelman
    Matthew R. Pacey
    Vinson & Elkins LLP
    1001 Fannin, Suite 2500
    Houston, Texas 77002(713) 758-2222
 Approximate date of commencement
    of proposed sale to the
    public: From
    time to time after the effective date of this Registration
    Statement.
 If the only securities being
    registered on this form are being offered pursuant to dividend
    or interest reinvestment plans, please check the following
    box:  o
 If any of the securities being
    registered on this Form are to be offered on a delayed or
    continuous basis pursuant to Rule 415 under the Securities
    Act of 1933, other than securities offered only in connection
    with dividend or interest reinvestment plans, check the
    following
    box:  þ
 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:  o
 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:  o
 If this Form is a registration
    statement pursuant to General Instruction I.D. or a
    post-effective amendment thereto that shall become effective
    upon filing with the Commission pursuant to Rule 462(e)
    under the Securities Act, check the following
    box:  þ
 If this Form is a post-effective
    amendment to a registration statement filed pursuant to General
    Instruction I.D. filed to register additional securities or
    additional classes of securities pursuant to Rule 413(b)
    under the Securities Act, check the following
    box:  o
 Indicate by check mark whether the
    registrant is a large accelerated filer, an accelerated filer, a
    non-accelerated filer, or a smaller reporting company. See the
    definitions of large accelerated filer,
    accelerated filer and smaller reporting
    company in Rule
    12b-2 of the
    Exchange Act. (Check one):
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
  CALCULATION OF REGISTRATION
    FEE
  Proposed Maximum



Proposed Maximum



Amount ofTitle of Each Class of


Amount to be



Offering



Aggregate Offering



RegistrationSecurities to be Registered(1)


Registered



Price per Security



Price(5)



Fee(6)Debt Securities(2)Preferred Stock(2)Common Stock, par value $0.01(2)Depositary Shares(2)(3)Warrants(2)Guarantee of Debt Securities(4)   (1)
    
    Any securities registered hereunder
    may be sold separately or as units with other securities
    registered hereunder.(2)
    
    There is being registered hereunder
    such indeterminate number or amount of debt securities,
    preferred stock, common stock, depositary shares and warrants as
    may from time to time be issued by the registrant at
    indeterminate prices and as may be issuable upon conversion,
    redemption, exchange, exercise or settlement of any securities
    registered hereunder, including under any applicable
    antidilution provisions.(3)
    
    The Depositary Shares being
    registered will be evidenced by depositary receipts issued under
    a depositary agreement. If Oasis Petroleum Inc. elects to offer
    fractional interests in shares of Preferred Stock to the public,
    depositary receipts will be distributed to the investors
    purchasing the fractional interests, and the shares will be
    issued to the depositary under the depositary agreement.(4)
    
    Subsidiaries of Oasis Petroleum
    Inc. named as co-registrants may fully and unconditionally
    guarantee on an unsecured basis the Debt Securities of Oasis
    Petroleum Inc. In accordance with Rule 457(n), no separate
    fee is payable with respect to the guarantee of the Debt
    Securities being registered.(5)
    
    No separate consideration will be
    received for any securities being registered that are issued in
    exchange for, or upon conversion or exercise of, the Debt
    Securities, Preferred Stock, Depositary Shares or Warrants being
    registered hereunder.(6)
    
    In reliance on Rule 456(b) and
    Rule 457(r) under the Securities Act, the registrant hereby
    defers payment of the registration fee required in connection
    with this Registration Statement.  *ADDITIONAL
    SUBSIDIARY GUARANTOR REGISTRANTS
  State or OtherJurisdiction ofExact Name of Additional

Incorporation or

I.R.S. EmployeeRegistrant as Specified in its Charter

Organization

Identification No.Oasis Petroleum LLC

Delaware

20-8541479Oasis Petroleum North America LLC

Delaware

26-0188694




---



##### Table of Contents





PROSPECTUS
  
  Oasis
    Petroleum Inc.
  Debt
    Securities
    Preferred Stock
    Common Stock
    Depositary Shares
    Warrants
  Guarantee
    of Debt Securities of Oasis Petroleum Inc. by:
    Oasis Petroleum LLC
    Oasis Petroleum North America LLC
        Investing in any of our securities involves risk. Please read
    carefully the information included and incorporated by reference
    in this prospectus and in any applicable prospectus supplement
    for a discussion of the factors you should consider before
    deciding to purchase our securities. See Risk
    Factors beginning on page 5 of this prospectus.
    Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or determined if this prospectus is truthful or
    complete. Any representation to the contrary is a criminal
    offense.
   This
    prospectus is dated July 15, 2011.




---



##### 



TABLE OF
    CONTENTS
   
 ABOUT THIS PROSPECTUS


1THE COMPANY


1WHERE YOU CAN FIND MORE INFORMATION


2CAUTIONARY NOTE REGARDING FORWARD-LOOKING
    STATEMENTS


3RISK FACTORS


5RATIO OF EARNINGS TO FIXED CHARGES


5USE OF PROCEEDS


5DESCRIPTION OF DEBT SECURITIES


6DESCRIPTION OF CAPITAL STOCK


18DESCRIPTION OF WARRANTS


22PLAN OF DISTRIBUTION


23LEGAL MATTERS


25EXPERTS


25EX-4.2EX-4.3EX-5.1EX-12.1EX-23.1EX-23.3EX-23.4EX-25.1EX-25.2     i




---



##### Table of Contents



ABOUT
    THIS PROSPECTUS       THE
    COMPANY    (281) 404-9500.
 1




---



##### Table of Contents



WHERE YOU
    CAN FIND MORE INFORMATION  No. 001-34776) 1-800-SEC-0330
  http://www.sec.gov
    
    our Annual Report on
    Form 10-K
    for the year ended December 31, 2010;
    our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2011;
    our Current Reports on
    Form 8-K
    filed on each of January 24, 2011, January 28, 2011,
    February 2, 2011, February 18, 2011, March 28,
    2011, May 11, 2011, June 22, 2011, June 24, 2011
    and July 15, 2011 (excluding any information furnished
    pursuant to Item 2.02 or Item 7.01 of any such Current
    Report on
    Form 8-K); and
    the description of our common stock contained in our
    registration statement on Form
    8-A12B filed
    on June 14, 2010, including any amendment to that form that
    we may file in the future for the purpose of updating the
    description of our common stock.    Form 8-K)
    Oasis
    Petroleum Inc.
    1001 Fannin Street, Suite 1500
    Houston, Texas 77002
    Attention: General Counsel(281) 404-9500
  http://www.oasispetroleum.com
 2




---



##### Table of Contents



CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS  Form 10-K, Form 10-Q Form 8-K,
      
    business strategy;
    reserves;
    technology;
    cash flows and liquidity;
    financial strategy, budget, projections and operating results;
    oil and natural gas realized prices;
    timing and amount of future production of oil and natural gas;
    availability of drilling, completion and production equipment;
    availability of qualified personnel;
    the amount, nature and timing of capital expenditures, including
    future development costs;
    availability and terms of capital;
    drilling and completion of wells;
    gathering, transportation and marketing of oil and natural gas;
    exploitation or property acquisitions;
    costs of exploiting and developing our properties and conducting
    other operations;
    general economic conditions;
    competition in the oil and natural gas industry;
    effectiveness of our risk management activities;
    environmental liabilities;
    counterparty credit risk; 3




---



##### Table of Contents




    governmental regulation and taxation of the oil and natural gas
    industry;
    developments in oil-producing and natural gas-producing
    countries;
    uncertainty regarding our future operating results;
    estimated future net reserves and present value thereof; and
    plans, objectives, expectations and intentions contained in this
    prospectus that are not historical.  Form 10-K, Form 10-Q Form 8-K.
   4




---



##### Table of Contents



RISK
    FACTORS  Form 10-K, Form 10-Q Form 8-K,
 RATIO OF
    EARNINGS TO FIXED CHARGES    Period fromFebruary 26, 2007







Three Months(Inception)

Year Ended

Endedthrough

December 31,

March 31,December 31, 2007

2008

2009

2010

2011Ratio of earnings to fixed charges(1)














9.72



     (1)
    
    Due to our net pre-tax loss for the period from
    February 26, 2007 (Inception) through December 31,
    2007, the years ended December 31, 2008 and
    December 31, 2009 and for the three months ended
    March 31, 2011, the ratio coverage was less than 1:1. The
    Company would have needed additional earnings of
    $13.6 million, $34.4 million and $15.2 million
    for the period from February 26, 2007 (Inception) through
    December 31, 2007 and for the years ended December 31,
    2008 and December 31, 2009, respectively, and additional
    earnings of $11.0 million for the three months ended
    March 31, 2011, to achieve a coverage of 1:1.     USE OF
    PROCEEDS   5




---



##### Table of Contents



DESCRIPTION
    OF DEBT SECURITIES          General
                       6




---



##### Table of Contents



Subordination
    of Subordinated Debt Securities
    
    the applicability and effect of such provisions upon any payment
    or distribution respecting that series following any
    liquidation, dissolution or other
    winding-up,
    or any assignment for the benefit of creditors or other
    marshalling of assets or any bankruptcy, insolvency or similar
    proceedings;
    the applicability and effect of such provisions in the event of
    specified defaults with respect to any Senior Debt, including
    the circumstances under which and the periods during which we
    will be prohibited from making payments on the Subordinated Debt
    Securities; and
    the definition of Senior Debt applicable to the Subordinated
    Debt Securities of that series and, if the series is issued on a
    senior subordinated basis, the definition of Subordinated Debt
    applicable to that series.       7




---



##### Table of Contents



Subsidiary
    Guarantee
                    Form,
    Exchange and Transfer
     8




---



##### Table of Contents



Global
    Securities
                 9




---



##### Table of Contents



Payment
    and Paying Agents
       10




---



##### Table of Contents



Consolidation,
    Merger and Sale of Assets
            Events of
    Default
                   11




---



##### Table of Contents



12




---



##### Table of Contents



Modification
    and Waiver
                                           13




---



##### Table of Contents



Satisfaction
    and Discharge
       14




---



##### Table of Contents



Legal
    Defeasance and Covenant Defeasance
    Legal Defeasance.
         15




---



##### Table of Contents



Covenant Defeasance.
    No
    Personal Liability of Directors, Officers, Employees and
    Stockholders
    Notices
    Title
   16




---



##### Table of Contents



Governing
    Law
    The
    Trustee
    Resignation or Removal of Trustee.
    Limitations on Trustee if It Is Our
    Creditor.
  Certificates and Opinions to Be Furnished to
    Trustee.
 17




---



##### Table of Contents



DESCRIPTION
    OF CAPITAL STOCK      Common
    Stock
    winding-up
  Preferred
    Stock
    Anti-Takeover
    Effects of Provisions of Our Amended Charter, Our Amended Bylaws
    and Delaware Law
   18




---



##### Table of Contents



Delaware
    Law
    
    the transaction is approved by the board of directors before the
    date the interested stockholder attained that status;
    upon consummation of the transaction that resulted in the
    stockholder becoming an interested stockholder, the interested
    stockholder owned at least 85% of the voting stock of the
    corporation outstanding at the time the transaction
    commenced; or
    on or after such time the business combination is approved by
    the board of directors and authorized at a meeting of
    stockholders by at least two-thirds of the outstanding voting
    stock that is not owned by the interested stockholder.    
    any merger or consolidation involving the corporation and the
    interested stockholder;
    any sale, transfer, pledge or other disposition of 10% or more
    of the assets of the corporation involving the interested
    stockholder;
    subject to certain exceptions, any transaction that results in
    the issuance or transfer by the corporation of any stock of the
    corporation to the interested stockholder;
    any transaction involving the corporation that has the effect of
    increasing the proportionate share of the stock of any class or
    series of the corporation beneficially owned by the interested
    stockholder; or
    the receipt by the interested stockholder of the benefit of any
    loans, advances, guarantees, pledges or other financial benefits
    provided by or through the corporation.     19




---



##### Table of Contents



Amended
    Charter and Amended Bylaws
    
    establish advance notice procedures with regard to stockholder
    proposals relating to the nomination of candidates for election
    as directors or new business to be brought before meetings of
    our stockholders.    
    provide our board of directors the ability to authorize
    undesignated preferred stock. This ability makes it possible for
    our board of directors to issue, without stockholder approval,
    preferred stock with voting or other rights or preferences that
    could impede the success of any attempt to change control of us.
    These and other provisions may have the effect of deferring
    hostile takeovers or delaying changes in control or management
    of our company;
    provide that the authorized number of directors may be changed
    only by resolution of the board of directors;
    provide that all vacancies, including newly created
    directorships, may, except as otherwise required by law, be
    filled by the affirmative vote of a majority of directors then
    in office, even if less than a quorum;
    provide that any action required or permitted to be taken by the
    stockholders must be effected at a duly called annual or special
    meeting of stockholders and may not be effected by any consent
    in writing in lieu of a meeting of such stockholders, subject to
    the rights of the holders of any series of preferred stock
    (prior to such time, provide that such actions may be taken
    without a meeting by written consent of holders of common stock
    having not less than the minimum number of votes that would be
    necessary to authorize such action at a meeting);
    provide that directors may be removed only for cause and only by
    the affirmative vote of holders of at least 80% of the voting
    power of our then outstanding common stock (prior to such time,
    provide that directors may be removed only for cause and only by
    the affirmative vote of the holders of at least a majority of
    our then outstanding common stock);
    provide our Amended Charter and Amended Bylaws may be amended by
    the affirmative vote of the holders of at least two-thirds of
    our then outstanding common stock (prior to such time, provide
    that our Amended Charter and Amended Bylaws may be amended by
    the affirmative vote of the holders of a majority of our then
    outstanding common stock);
    provide that special meetings of our stockholders may only be
    called by the board of directors, the chief executive officer or
    the chairman of the board (prior to such time, provide that a
    special meeting may also be called by stockholders holding a
    majority of the outstanding shares entitled to vote);
    provide for our board of directors to be divided into three
    classes of directors, with each class as nearly equal in number
    as possible, serving staggered three year terms, other than
    directors which may be elected by holders of preferred stock, if
    any. This system of electing and removing directors may tend to
    discourage a third party from making a tender offer or otherwise
    attempting to obtain control of us, because it generally makes
    it more difficult for stockholders to replace a majority of the
    directors;
    provide that we renounce any interest in the business
    opportunities of EnCap Investments, L.P. or any private fund
    that it manages or advises or any of its officers, directors,
    agents, stockholders, members, partners, affiliates and
    subsidiaries (other than our directors who are presented
    business opportunities in their capacity as our director) and
    that they have no obligation to offer us those
    opportunities; and 20




---



##### Table of Contents




    provide that our Amended Bylaws can be amended or repealed at
    any regular or special meeting of stockholders or by the board
    of directors.  Limitation
    of Liability and Indemnification Matters
    
    for any breach of their duty of loyalty to us or our
    stockholders;
    for acts or omissions not in good faith or which involve
    intentional misconduct or a knowing violation of law;
    for unlawful payment of dividend or unlawful stock repurchase or
    redemption, as provided under Section 174 of the
    DGCL; or
    for any transaction from which the director derived an improper
    personal benefit.      Corporate
    Opportunity
    Transfer
    Agent and Registrar
    Listing
   21




---



##### Table of Contents



DESCRIPTION
    OF WARRANTS                   22




---



##### Table of Contents



PLAN OF
    DISTRIBUTION    
    the terms of the offering;
    the names of any underwriters or agents;
    the name or names of any managing underwriter or underwriters;
    the purchase price of the securities;
    the estimated net proceeds to us from the sale of the securities;
    any delayed delivery arrangements;
    any underwriting discounts, commissions and other items
    constituting underwriters compensation;
    any discounts or concessions allowed or reallowed or paid to
    dealers; and
    any commissions paid to agents.  Sale
    Through Underwriters or Dealers
        Direct
    Sales and Sales Through Agents
   23




---



##### Table of Contents



Remarketing
    Arrangements
    Delayed
    Delivery Contracts
    General
    Information
   24




---



##### Table of Contents



LEGAL
    MATTERS   EXPERTS     25




---



##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  ITEM 14.
    Other
    Expenses of Issuance and Distribution    Securities and Exchange Commission registration fee

$
*FINRA filing fee

$
**Legal fees and expenses

$
**Accounting fees and expenses

$
**Printing and engraving expenses

$
**Rating agency fees

$
**Miscellaneous

$
**TOTAL

$
**     *
    
    The registrants are deferring payment of the registration fee in
    reliance on Rule 456(b) and Rule 457(r).**
    
    These fees are calculated based on the number of issuances and
    amount of securities offered and accordingly cannot be estimated
    at this time.  ITEM 15.
    Indemnification
    of Directors and Officers       II-1




---



##### Table of Contents



ITEM 16.
    Exhibits
    and Financial Statement Schedules  Exhibits
    ExhibitNumber

Exhibit Title1
.1**

Form of Underwriting Agreement.3
.1

Amended and Restated Certificate of Incorporation of Oasis
    Petroleum Inc. (incorporated by reference to Exhibit 3.1 to
    the Companys Current Report on
    Form 8-K
    (file
    no. 001-34776)
    filed on June 24, 2010).3
.2

Amended and Restated Bylaws of Oasis Petroleum Inc.
    (incorporated by reference to Exhibit 3.2 to the
    Companys Current Report on
    Form 8-K
    (file
    no. 001-34776)
    filed on June 24, 2010).4
.1

Specimen Stock Certificate (incorporated by reference to
    Exhibit 4.1 of the Registration Statement on
    Form S-1/A
    (file
    no. 333-165212)
    filed on May 19, 2010).4
.2*

Form of Senior Indenture.4
.3*

Form of Subordinated Indenture.4
.4**

Form of Warrant Agreement.4
.5**

Form of Depositary Agreement.4
.6

Registration Rights Agreement dated as of February 2, 2011
    among the Company, the Guarantors and J.P. Morgan
    Securities LLC, as representative of the several initial
    purchasers (incorporated by reference to Exhibit 4.3 to the
    Companys Current Report on
    Form 8-K
    (file
    no. 001-34776)
    filed on February 2, 2011).4
.7

Registration Rights Agreement dated as of June 22, 2010 by
    and between Oasis Petroleum Inc. and OAS Holding Company LLC
    (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    (file
    no. 001-34776)
    filed on June 24, 2010).5
.1*

Opinion of Vinson & Elkins L.L.P. as to the legality
    of the securities being registered.12
.1*

Computation of Ratio of Earnings to Fixed Charges.23
.1*

Consent of PricewaterhouseCoopers LLP, independent registered
    public accounting firm.23
.2*

Consent of Vinson & Elkins L.L.P. (contained in
    Exhibit 5.1 hereto).23
.3*

Consent of W.D. Von Gonten & Co.23
.4*

Consent of DeGolyer and MacNaughton.24
.1*

Power of Attorney (included on the signature page to this
    Registration Statement).25
.1*

Form T-1
    Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 respecting the Senior Indenture.25
.2*

Form T-1
    Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 respecting the Subordinated
    Indenture.     *
    
    Filed herewith.**
    
    To be filed as an exhibit to a report pursuant to
    Section 13(a) or 15(d) of the Exchange Act or in a
    post-effective amendment to this registration statement. II-2




---



##### Table of Contents



Financial Statement Schedules
    Reports, Opinions, and Appraisals
    ITEM 17.
    Undertakings            Provided however
           II-3




---



##### Table of Contents



II-4




---



##### Table of Contents



SIGNATURES
  Form S-3
    By:
    /s/  Thomas
    B. Nusz      POWER OF
    ATTORNEY
      Signature

Title

Date/s/  Thomas
    B. NuszThomas
    B. Nusz

Chairman, President and Chief Executive Officer (Principal
    Executive Officer)

July 15, 2011/s/  Taylor
    L. ReidTaylor
    L. Reid

Executive Vice President, Chief Operating Officer and Director

July 15, 2011/s/  Roy
    MaceRoy
    Mace

Senior Vice President and Chief Accounting Officer (Principal
    Financial Officer and Principal Accounting Officer)

July 15, 2011/s/  William
    J. CassidyWilliam
    J. Cassidy

Director

July 15, 2011/s/  Ted
    Collins, Jr.Ted
    Collins, Jr.

Director

July 15, 2011 II-5




---



##### Table of Contents



Signature

Title

Date/s/  Michael
    McShaneMichael
    McShane

Director

July 15, 2011/s/  Douglas
    E. Swanson, Jr.Douglas
    E. Swanson, Jr.

Director

July 15, 2011/s/  Robert
    L. ZorichRobert
    L. Zorich

Director

July 15, 2011  II-6




---



##### Table of Contents



SIGNATURES
    
  By:
    /s/  Thomas
    B. Nusz     POWER OF
    ATTORNEY
      Signature

Title

Date/s/  Thomas
    B. NuszThomas
    B. Nusz

President and Chief Executive Officer (Principal Executive
    Officer)

July 15, 2011/s/  Roy
    MaceRoy
    Mace

Senior Vice President and Chief Accounting Officer (Principal
    Financial Officer and Principal Accounting Officer)

July 15, 2011  II-7




---



##### Table of Contents



ExhibitNumber

Exhibit Title1
.1**

Form of Underwriting Agreement.3
.1

Amended and Restated Certificate of Incorporation of Oasis
    Petroleum Inc. (incorporated by reference to Exhibit 3.1 to
    the Companys Current Report on
    Form 8-K
    (file
    no. 001-34776)
    filed on June 24, 2010).3
.2

Amended and Restated Bylaws of Oasis Petroleum Inc.
    (incorporated by reference to Exhibit 3.2 to the
    Companys Current Report on
    Form 8-K
    (file
    no. 001-34776)
    filed on June 24, 2010).4
.1

Specimen Stock Certificate (incorporated by reference to
    Exhibit 4.1 of the Registration Statement on
    Form S-1/A
    (file
    no. 333-165212)
    filed on May 19, 2010).4
.2*

Form of Senior Indenture.4
.3*

Form of Subordinated Indenture.4
.4**

Form of Warrant Agreement.4
.5**

Form of Depositary Agreement.4
.6

Registration Rights Agreement dated as of February 2, 2011
    among the Company, the Guarantors and J.P. Morgan
    Securities LLC, as representative of the several initial
    purchasers (incorporated by reference to Exhibit 4.3 to the
    Companys Current Report on
    Form 8-K
    (file
    no. 001-34776)
    filed on February 2, 2011).4
.7

Registration Rights Agreement dated as of June 22, 2010 by
    and between Oasis Petroleum Inc. and OAS Holding Company LLC
    (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    (file
    no. 001-34776)
    filed on June 24, 2010).5
.1*

Opinion of Vinson & Elkins L.L.P. as to the legality
    of the securities being registered.12
.1*

Computation of Ratio of Earnings to Fixed Charges.23
.1*

Consent of PricewaterhouseCoopers LLP, independent registered
    public accounting firm.23
.2*

Consent of Vinson & Elkins L.L.P. (contained in
    Exhibit 5.1 hereto).23
.3*

Consent of W.D. Von Gonten & Co.23
.4*

Consent of DeGolyer and MacNaughton.24
.1*

Power of Attorney (included on the signature page to this
    Registration Statement).25
.1*

Form T-1
    Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 respecting the Senior Indenture.25
.2*

Form T-1
    Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 respecting the Subordinated
    Indenture.     *
    
    Filed herewith.**
    
    To be filed as an exhibit to a report pursuant to
    Section 13(a) or 15(d) of the Exchange Act or in a
    post-effective amendment to this registration statement.