##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended June 30, 2009
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from ________________________ to _______________________
 Commission File Number: 0-20100
 BELDEN & BLAKE CORPORATION
 
  Ohio
    
    34-1686642(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 1001 Fannin Street, Suite 800Houston, Texas
    
    77002(Address of principal executive offices)
    
    (Zip Code)
  
  þ o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o
 Yes o No þ




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##### 



PagePART I Financial InformationItem 1. Financial Statements (unaudited)Condensed Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008
    
    
    1Condensed Consolidated Statements of Operations:Three and six months ended June 30, 2009 and 2008
    
    
    2Condensed Consolidated Statements of Cash Flows:Six months ended June 30, 2009 and 2008
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    21PART II Other InformationItem 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3. Defaults Upon Senior Securities
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    21Item 5. Other Information
    
    
    21Item 6. Exhibits
    
    
    22Signatures
    
    
    23Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 BELDEN & BLAKE CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (unaudited, in thousands, except share data)
 June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    14,156
    
    
    $
    22,816Accounts receivable (less accumulated provision for doubtful
accounts: June 30, 2009- $365; December 31, 2008  $312)
    
    
    11,702
    
    
    
    19,244Inventories
    
    
    885
    
    
    
    1,004Deferred income taxes
    
    
    5,362
    
    
    
    7,946Assets held for sale
    
    
    16,657
    
    
    
    Other current assets
    
    
    127
    
    
    
    332Derivative asset
    
    
    2,121
    
    
    
    430Total current assets
    
    
    51,010
    
    
    
    51,772Property and equipment, at costOil and gas properties (successful efforts method)
    
    
    687,715
    
    
    
    735,398Gas gathering systems
    
    
    1,413
    
    
    
    1,413Land, buildings, machinery and equipment
    
    
    2,562
    
    
    
    2,836691,690
    
    
    
    739,647Less accumulated depreciation, depletion and amortization
    
    
    133,594
    
    
    
    124,175Property and equipment, net
    
    
    558,096
    
    
    
    615,472Long-term derivative asset
    
    
    1,326
    
    
    
    868Other assets
    
    
    1,398
    
    
    
    1,352$
    611,830
    
    
    $
    669,464LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    2,600
    
    
    $
    3,570Accrued expenses
    
    
    16,385
    
    
    
    19,251Current portion of long-term liabilities
    
    
    10,232
    
    
    
    25,237Derivative liability
    
    
    15,678
    
    
    
    20,520Total current liabilities
    
    
    44,895
    
    
    
    68,578Long-term liabilitiesBank and other long-term debt
    
    
    74,934
    
    
    
    74,938Senior secured notes
    
    
    162,805
    
    
    
    163,302Subordinated promissory note  related party
    
    
    29,006
    
    
    
    27,623Asset retirement obligations and other long-term liabilities
    
    
    24,375
    
    
    
    23,863Long-term derivative liability
    
    
    85,776
    
    
    
    101,570Deferred income taxes
    
    
    123,739
    
    
    
    133,039Total long-term liabilities
    
    
    500,635
    
    
    
    524,335Shareholders equityCommon stock: without par value; 3,000 shares authorized and 1,534 shares issued
    
    
    
    
    
    
    Paid in capital
    
    
    122,500
    
    
    
    122,500Retained earnings
    
    
    (45,878
    )
    
    
    (32,754
    )Accumulated other comprehensive loss
    
    
    (10,322
    )
    
    
    (13,195
    )Total shareholders equity
    
    
    66,300
    
    
    
    76,551$
    611,830
    
    
    $
    669,464
   1




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BELDEN & BLAKE CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (unaudited, in thousands)
 Three months ended
    
    
    Three months ended
    
    
    Six months ended
    
    
    Six months endedJune 30, 2009
    
    

June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008RevenuesOil and gas sales
    
    $
    15,846
    
    
    $
    46,558
    
    
    $
    30,862
    
    
    $
    77,926Gas gathering and marketing
    
    
    1,326
    
    
    
    3,528
    
    
    
    3,246
    
    
    
    6,378Other
    
    
    195
    
    
    
    216
    
    
    
    369
    
    
    
    30517,367
    
    
    
    50,302
    
    
    
    34,477
    
    
    
    84,609ExpensesProduction expense
    
    
    4,989
    
    
    
    6,493
    
    
    
    11,219
    
    
    
    12,978Production taxes
    
    
    231
    
    
    
    924
    
    
    
    553
    
    
    
    1,596Gas gathering and marketing
    
    
    1,263
    
    
    
    3,064
    
    
    
    2,949
    
    
    
    5,402Exploration expense
    
    
    790
    
    
    
    367
    
    
    
    2,315
    
    
    
    559Impairment of oil and gas properties
    
    
    25,230
    
    
    
    2,011
    
    
    
    25,230
    
    
    
    2,011General and administrative expense
    
    
    2,114
    
    
    
    2,055
    
    
    
    4,294
    
    
    
    4,015Depreciation, depletion and amortization
    
    
    9,973
    
    
    
    8,354
    
    
    
    19,348
    
    
    
    17,359Accretion expense
    
    
    339
    
    
    
    349
    
    
    
    670
    
    
    
    688Derivative fair value loss (gain)
    
    
    10,804
    
    
    
    118,404
    
    
    
    (20,423
    )
    
    
    145,22655,733
    
    
    
    142,021
    
    
    
    46,155
    
    
    
    189,834Operating loss
    
    
    (38,366
    )
    
    
    (91,719
    )
    
    
    (11,678
    )
    
    
    (105,225
    )Other (income) expenseInterest expense
    
    
    5,315
    
    
    
    5,812
    
    
    
    10,132
    
    
    
    11,658Other income, net
    
    
    (33
    )
    
    
    (104
    )
    
    
    (100
    )
    
    
    (230
    )Loss before income taxes
    
    
    (43,648
    )
    
    
    (97,427
    )
    
    
    (21,710
    )
    
    
    (116,653
    )Benefit from income taxes
    
    
    (17,282
    )
    
    
    (38,520
    )
    
    
    (8,586
    )
    
    
    (46,112
    )Net loss
    
    $
    (26,366
    )
    
    $
    (58,907
    )
    
    $
    (13,124
    )
    
    $
    (70,541
    )
   2




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BELDEN & BLAKE CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (unaudited, in thousands)
 Six months ended
    
    
    Six months endedJune 30, 2009
    
    
    June 30, 2008Cash flows from operating activities:Net loss
    
    $
    (13,124
    )
    
    $
    (70,541
    )Adjustments to reconcile net loss
to net cash provided by operating activities:Depreciation, depletion and amortization
    
    
    19,348
    
    
    
    17,359Accretion expense
    
    
    670
    
    
    
    688Amortization of derivatives and other non-cash hedging activities
    
    
    (17,740
    )
    
    
    149,807Exploration expense
    
    
    1,345
    
    
    
    559Deferred income taxes
    
    
    (8,586
    )
    
    
    (46,112
    )Impairment of oil and gas properties
    
    
    25,230
    
    
    
    2,011Other non-cash items
    
    
    2,144
    
    
    
    (233
    )Change in operating assets and liabilitiesAccounts receivable and other current assets
    
    
    7,747
    
    
    
    (10,946
    )Inventories
    
    
    60
    
    
    
    107Accounts payable and accrued expenses
    
    
    (2,629
    )
    
    
    2,371Net cash provided by operating activities
    
    
    14,465
    
    
    
    45,070Cash flows from investing activities:Additions to property and equipment
    
    
    (6,743
    )
    
    
    (11,998
    )Proceeds from property and equipment disposals
    
    
    746
    
    
    
    3,049Exploration expense
    
    
    (1,345
    )
    
    
    (559
    )(Increase) decrease in other assets
    
    
    (57
    )
    
    
    78Net cash used in investing activities
    
    
    (7,399
    )
    
    
    (9,430
    )Cash flows from financing activities:Repayment of long-term debt and other obligations
    
    
    (15,074
    )
    
    
    (5
    )Debt
financing costs
    
    
    (350
    )
    
    
    Settlement of derivative liabilities recorded in purchase accounting
    
    
    (302
    )
    
    
    (31,593
    )Net cash used in financing activities
    
    
    (15,726
    )
    
    
    (31,598
    )Net (decrease) increase in cash and cash equivalents
    
    
    (8,660
    )
    
    
    4,042Cash and cash equivalents at beginning of period
    
    
    22,816
    
    
    
    16,014Cash and cash equivalents at end of period
    
    $
    14,156
    
    
    $
    20,056
   3




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##### Table of Contents



BELDEN & BLAKE CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 June 30, 2009
 (1) Basis of Presentation
   (2) Derivatives and Hedging
 Disclosures about Derivative Instruments
and Hedging Activitiesan amendment of FASB Statement No. 133.
    4




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Natural Gas Swaps
    
    
    Crude Oil Swaps
    
    
    Natural Gas Basis SwapsNYMEX
    
    
    
    
    
    
    NYMEXPrice per
    
    
    
    
    
    
    Price per
    
    
    
    
    
    
    BasisBbtu
    
    
    Mmbtu
    
    
    Mbbls
    
    
    Bbl
    
    
    Bbtu
    
    
    DifferentialQuarter EndingSeptember 30, 2009
    
    
    2,382
    
    
    
    4.28
    
    
    
    48
    
    
    
    29.24
    
    
    
    2,116
    
    
    
    0.337December 31, 2009
    
    
    2,382
    
    
    
    4.47
    
    
    
    48
    
    
    
    29.09
    
    
    
    2,116
    
    
    
    0.3374,764
    
    
    $
    4.38
    
    
    
    96
    
    
    $
    29.17
    
    
    
    4,232
    
    
    $
    0.337Year EndingDecember 31, 2010
    
    
    8,938
    
    
    $
    4.28
    
    
    
    175
    
    
    $
    28.86
    
    
    
    7,665
    
    
    $
    0.243December 31, 2011
    
    
    8,231
    
    
    
    4.19
    
    
    
    157
    
    
    
    28.77
    
    
    
    5,110
    
    
    
    0.252December 31, 2012
    
    
    7,005
    
    
    
    4.09
    
    
    
    138
    
    
    
    28.70
    
    
    
    3,660
    
    
    
    0.110December 31, 2013
    
    
    6,528
    
    
    
    4.04
    
    
    
    127
    
    
    
    28.70
    
    
    
    
    
    
    
    
   Asset Derivatives
    
    
    Liability DerivativesJune 30, 2009
    
    
    December 31, 2008
    
    
    June 30, 2009
    
    
    December 31, 2008Oil and natural gas commodity contracts
    
    $
    3,447
    
    
    $
    1,298
    
    
    $
    (98,482
    )
    
    $
    (118,547
    )Interest rate swaps
    
    
    
    
    
    
    
    
    
    
    (2,972
    )
    
    
    (3,543
    )Total fair value
    
    $
    3,447
    
    
    $
    1,298
    
    
    $
    (101,454
    )
    
    $
    (122,090
    )Location of derivatives in our consolidated balance
sheets:Derivative asset
    
    $
    2,121
    
    
    $
    430
    
    
    $
    
    
    
    $
    Long-term derivative asset
    
    
    1,326
    
    
    
    868
    
    
    
    
    
    
    
    Derivative liability
    
    
    
    
    
    
    
    
    
    
    (15,678
    )
    
    
    (20,520
    )Long-term derivative liability
    
    
    
    
    
    
    
    
    
    
    (85,776
    )
    
    
    (101,570
    )$
    3,447
    
    
    $
    1,298
    
    
    $
    (101,454
    )
    
    $
    (122,090
    )
   5




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008The following amounts are recorded in Oil and gas sales:Unrealized losses:Oil and natural gas commodity contracts
    
    $
    (603
    )
    
    $
    (819
    )
    
    $
    (4,682
    )
    
    $
    (5,177
    )The following amounts are recorded in Interest expense:Realized losses:Interest rate swaps
    
    $
    
    
    
    $
    420
    
    
    $
    
    
    
    $
    618The
following are recorded in Derivative fair value loss (gain):Unrealized (gains) losses:Oil and natural gas commodity contracts
    
    $
    10,790
    
    
    $
    98,684
    
    
    $
    (22,213
    )
    
    $
    113,074Interest rate swaps
    
    
    (290
    )
    
    
    (1,557
    )
    
    
    (571
    )
    
    
    (80
    )Total
    
    
    10,500
    
    
    
    97,127
    
    
    
    (22,784
    )
    
    
    112,994Realized (gains) losses:Oil and natural gas commodity contracts
    
    
    (442
    )
    
    
    21,277
    
    
    
    892
    
    
    
    32,232Interest rate swaps
    
    
    746
    
    
    
    
    
    
    
    1,469
    
    
    
    Total
    
    
    304
    
    
    
    21,277
    
    
    
    2,361
    
    
    
    32,232Derivative
fair value loss (gain)
    
    $
    10,804
    
    
    $
    118,404
    
    
    $
    (20,423
    )
    
    $
    145,226
 (3) Industry Segment Financial Information
  (4) Fair Value of Financial Instruments
  (5) Supplemental Disclosure of Cash Flow Information
 Six months ended
    
    
    Six months ended(in thousands)
    
    June 30, 2009
    
    
    June 30, 2008Cash paid during the period for:Interest
    
    $
    8,951
    
    
    $
    11,865Income taxes
    
    
    
    
    
    
    Non-cash investing and
financing activities:Accrued additions to
property and equipment
    
    
    520
    
    
    
    2,935Non-cash additions to debt
    
    
    (1,383
    )
    
    
    (15
    )
  6




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(6) Contingencies
  (7) Comprehensive Income
  Three months ended
    
    
    Three months ended
    
    
    Six months ended
    
    
    Six months endedJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008Comprehensive income (loss):Net loss
    
    $
    (26,366
    )
    
    $
    (58,907
    )
    
    $
    (13,124
    )
    
    $
    (70,541
    )Other comprehensive income (loss), net of tax:Unrealized gain in derivative fair value
    
    
    
    
    
    
    (11
    )
    
    
    
    
    
    
    391Reclassification adjustment for derivative (loss)
gain
reclassified into earnings
    
    
    (364
    )
    
    
    (748
    )
    
    
    (2,873
    )
    
    
    (3,543
    )Change in accumulated other comprehensive (loss) income
    
    
    (364
    )
    
    
    (759
    )
    
    
    (2,873
    )
    
    
    (3,152
    )$
    (26,730
    )
    
    $
    (59,666
    )
    
    $
    (15,997
    )
    
    $
    (73,693
    )
 (8) Related Party Transactions
    (9) Impairment of Oil and Gas Properties
   7




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(10) New Accounting Standards
 Business Combinations Business
Combinations.
 Disclosures about Derivative Instruments and
Hedging Activitiesan amendment of FASB Statement No. 133.
 Modernization of Oil and Gas Reporting
 Interim Disclosures about Fair
Value of Financial Instruments
 Subsequent Events
 Accounting for Transfers of Financial Assets  an
Amendment of FASB Statement No. 140,
 Amendments to FASB Interpretation No 46(R)
  8




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The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles
 (11) Fair Value Measurements
  
 
 
   Fair Value Measurements at June 30, 2009 Using:Quoted Prices in
    
    
    SignificantActive Markets
    
    
    Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    InputsTotal Carrying Value
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Derivative
instruments
    
    $
    (98,007
    )
    
    $
    
    
    
    $
    (98,007
    )
    
    $
    
     9




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##### Table of Contents



(12) Asset Retirement Obligations
  Balance as of December 31, 2008
    
    $
    23,885Accretion expense
    
    
    670Liabilities incurred
    
    
    6Liabilities settled
    
    
    (99
    )Revisions in estimated cash flows
    
    
    Balance as of June 30, 2009
    
    $
    24,462
  (13) Subsequent Event
    10




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Forward-Looking Information
  Impact of the Current Financial and Credit Markets
       11




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##### Table of Contents



Results of Operations
  Three months ended June 30,
    
    
    Six months ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008ProductionGas (Mmcf)
    
    
    3,170
    
    
    
    3,282
    
    
    
    6,347
    
    
    
    6,594Oil (Mbbls)
    
    
    80
    
    
    
    83
    
    
    
    163
    
    
    
    166Total production
(Mmcfe)
    
    
    3,652
    
    
    
    3,780
    
    
    
    7,322
    
    
    
    7,588Average price (1)Gas (per Mcf)
    
    $
    3.63
    
    
    $
    11.22
    
    
    $
    3.67
    
    
    $
    9.18Oil (per Bbl)
    
    
    54.01
    
    
    
    117.08
    
    
    
    46.52
    
    
    
    104.84Mcfe
    
    
    4.34
    
    
    
    12.32
    
    
    
    4.21
    
    
    
    10.27Average costs (per Mcfe)Production expense
    
    $
    1.37
    
    
    $
    1.72
    
    
    $
    1.53
    
    
    $
    1.71Production taxes
    
    
    0.06
    
    
    
    0.24
    
    
    
    0.08
    
    
    
    0.21Depletion
    
    
    2.70
    
    
    
    2.18
    
    
    
    2.62
    
    
    
    2.26
 (1)
    
    The average prices presented above include non-cash amounts related to derivative
contracts. Excluding these non-cash amounts from oil and gas sales revenues would result in the
following average prices: Three months ended June 30,
    
    
    Six months ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Gas (per Mcf)
    
    $
    3.82
    
    
    $
    11.47
    
    
    $
    4.41
    
    
    $
    9.97Oil (per Bbl)
    
    
    54.01
    
    
    
    117.08
    
    
    
    46.52
    
    
    
    104.84Mcfe
    
    
    4.50
    
    
    
    12.53
    
    
    
    4.85
    
    
    
    10.95
 Results of Operations  Second Quarters of 2009 and 2008 Compared
 Revenues
    12




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Costs and Expenses
          13




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Results of Operations  Six Months of 2009 and 2008 Compared
 Revenues
     Costs and Expenses
    14




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Liquidity and Capital Resources
 Cash Flows
    15




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Capital Expenditures
   Financing and Credit Facilities
    16




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New Accounting Standards
 Business Combinations Business
Combinations.
  17




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##### Table of Contents



Disclosures about Derivative Instruments and
Hedging Activitiesan amendment of FASB Statement No. 133.
 Modernization of Oil and Gas Reporting
 Interim Disclosures about Fair
Value of Financial Instruments
 Subsequent Events
 Accounting for Transfers of Financial Assets  an
Amendment of FASB Statement No. 140,
 Amendments to FASB Interpretation No 46(R)
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles
  18




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Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
      19




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##### Table of Contents



Natural Gas Swaps
    
    
    Crude Oil Swaps
    
    
    Natural Gas Basis SwapsNYMEX
    
    
    
    
    
    
    NYMEXPrice per
    
    
    
    
    
    
    Price per
    
    
    
    
    
    
    BasisBbtu
    
    
    Mmbtu
    
    
    Mbbls
    
    
    Bbl
    
    
    Bbtu
    
    
    DifferentialQuarter EndingSeptember 30,
2009
    
    
    2,382
    
    
    
    4.28
    
    
    
    48
    
    
    
    29.24
    
    
    
    2,116
    
    
    
    0.337December 31, 2009
    
    
    2,382
    
    
    
    4.47
    
    
    
    48
    
    
    
    29.09
    
    
    
    2,116
    
    
    
    0.3374,764
    
    
    $
    4.38
    
    
    
    96
    
    
    $
    29.17
    
    
    
    4,232
    
    
    $
    0.337Year EndingDecember 31,
2010
    
    
    8,938
    
    
    $
    4.28
    
    
    
    175
    
    
    $
    28.86
    
    
    
    7,665
    
    
    $
    0.243December 31, 2011
    
    
    8,231
    
    
    
    4.19
    
    
    
    157
    
    
    
    28.77
    
    
    
    5,110
    
    
    
    0.252December 31, 2012
    
    
    7,005
    
    
    
    4.09
    
    
    
    138
    
    
    
    28.70
    
    
    
    3,660
    
    
    
    0.110December 31, 2013
    
    
    6,528
    
    
    
    4.04
    
    
    
    127
    
    
    
    28.70
    
    
    
    
    
    
    
    
    20




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##### Table of Contents



Item 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Change in Internal Controls Over Financial Reporting
  
 PART II OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
   
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults upon Senior Securities
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
  
 Item 5.
    
    Other Information
   21




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##### Table of Contents



Item 6.
    
    Exhibits.
  31.1*
    
    Certification of Principal Executive Officer of Belden & Blake Corporation as required by
Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 193431.2*
    
    Certification of Principal Financial Officer of Belden & Blake Corporation as required by
Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 193432.1*
    
    Certification of Chief Executive Officer of Belden & Blake Corporation pursuant to 18 U.S.C.
Section 1350.32.2*
    
    Certification of Chief Financial Officer of Belden & Blake Corporation pursuant to 18 U.S.C.
Section 1350.
 *
    
    Filed herewith.  22




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##### Table of Contents



BELDEN & BLAKE CORPORATIONDate: August 13, 2009
    
    By:
    
    /s/ Mark A. HouserMark A. Houser, Chief Executive Officer,Chairman of the Board of Directors and Director(Principal Executive Officer)Date: August 13, 2009
    
    By:
    
    /s/ James M. VanderhiderJames M. Vanderhider, President,Chief Financial Officer and Director(Principal Financial Officer)
  23




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##### Table of Contents



ExhibitNumber
    
    Description31.1*
    
    Certification of Principal Executive Officer of Belden & Blake Corporation as required by
Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 193431.2*
    
    Certification of Principal Financial Officer of Belden & Blake Corporation as required by
Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 193432.1*
    
    Certification of Chief Executive Officer of Belden & Blake Corporation pursuant to 18 U.S.C.
Section 1350.32.2*
    
    Certification of Chief Financial Officer of Belden & Blake Corporation pursuant to 18 U.S.C.
Section 1350.
 *
    
    Filed herewith.  24