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                                                                    EXHIBIT 99.1

                          BELDEN AND BLAKE CORPORATION
                             AUDIT COMMITTEE CHARTER
              AS AMENDED AND APPROVED BY THE BOARD OF DIRECTORS ON
                                 APRIL 29, 2004

ORGANIZATION

This charter governs the operations of the audit committee. The committee shall
review and reassess the charter at least annually and obtain the approval of the
board of directors. The committee shall be members of, and appointed by, the
board of directors and shall comprise at least three directors, each of whom are
independent of management and the Company. Members of the committee shall be
considered independent as long as they do not accept any consulting, advisory,
or other compensatory fee from the Company and are not an affiliated person of
the Company or its subsidiaries. Notwithstanding the foregoing, the Audit
Committee may include one director who is not independent if the board of
directors determines that membership on the Committee by the individual is
required by the best interests of the Company and its stockholders, provided
that such person is not a current officer or employee of the Company, or any
immediate family member thereof. All committee members shall be financially
literate, and at least one member shall be a "financial expert," as defined by
SEC regulations.

PURPOSE

The audit committee shall provide assistance to the board of directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to: the integrity of
the Company's financial statements; the financial reporting process; the systems
of internal accounting and financial controls; the performance of the Company's
internal audit function and independent auditors; the independent auditor's
qualifications and independence; and the Company's compliance with ethics
policies and legal and regulatory requirements. In so doing, it is the
responsibility of the committee to maintain free and open communication between
the committee, independent auditors, the internal auditors, and management of
the Company.

In discharging its oversight role, the committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities, and personnel of the Company and the authority to engage independent
counsel and other advisers as it determines necessary to carry out its duties.

DUTIES AND RESPONSIBILITIES

The primary responsibility of the audit committee is to oversee the Company's
financial reporting process on behalf of the board and report the results of
their activities to the board. Management is responsible for the preparation,
presentation, and integrity of the Company's financial statements and for the
appropriateness of the accounting principles and reporting policies that are
used by the Company. The independent auditors are responsible for auditing the
Company's financial statements and for reviewing the Company's unaudited interim
financial statements.

The committee, in carrying out its responsibilities, believes its policies and
procedures should remain flexible, in order to best react to changing conditions
and circumstances. The committee should take appropriate actions to set the
overall corporate "tone" for quality financial reporting, sound business risk
practices, and ethical behavior. The following shall be the principal duties and
responsibilities of the audit committee. These are set forth as a guide with the
understanding that the committee may supplement them as appropriate.

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The committee shall be directly responsible for the appointment and termination
(subject, if applicable, to shareholder ratification), compensation, and
oversight of the work of the independent auditors, including resolution of
disagreements between management and the auditor regarding financial reporting.
The committee shall pre-approve all audit and non-audit services provided by the
independent auditors and shall not engage the independent auditors to perform
the specific non-audit services proscribed by law or regulation. The committee
may delegate pre-approval authority to a member of the audit committee. The
decisions of any audit committee member to whom pre-approval authority is
delegated must be presented to the full audit committee at its next scheduled
meeting.

At least annually, the committee shall obtain and review a report by the
independent auditors describing:

           The firm's internal quality control procedures.

           Any material issues raised by the most recent internal quality
           control review, or peer review, of the firm, or by any inquiry or
           investigation by governmental or professional authorities, within the
           preceding five years, respecting one or more independent audits
           carried out by the firm, and any steps taken to deal with any such
           issues.

           All relationships between the independent auditor and the Company (to
           assess the auditor's independence).

In addition, the committee shall set clear hiring policies for employees or
former employees of the independent auditors that meet the SEC regulations and
stock exchange listing standards.

The committee shall discuss with the internal auditors and the independent
auditors the overall scope and plans for their respective audits, including the
adequacy of staffing and compensation. Also, the committee shall discuss with
management, the internal auditors, and the independent auditors the adequacy and
effectiveness of the accounting and financial controls, including the Company's
policies and procedures to assess, monitor, and manage business risk, and legal
and ethical compliance programs (e.g., Company's Code of Conduct).

The committee shall meet separately periodically with management, the internal
auditors, and the independent auditors to discuss issues and concerns warranting
committee attention. The committee shall provide sufficient opportunity for the
internal auditors and the independent auditors to meet privately with the
members of the committee. The committee shall review with the independent
auditor any audit problems or difficulties and management's response.

The committee shall receive regular reports from the independent auditor on the
critical policies and practices of the Company, and all alternative treatments
of financial information within generally accepted accounting principles that
have been discussed with management.

The committee shall review management's assertion on its assessment of the
effectiveness of internal controls as of the end of the most recent fiscal year
and the independent auditors' report on management's assertion.

The committee shall review and discuss earnings press releases or Form 8-K's
filed under Regulation F-D, as well as financial information and earnings
guidance provided to analysts and rating agencies.

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The committee shall review the interim financial statements and disclosures
under Management's Discussion and Analysis of Financial Condition and Results of
Operations with management and the independent auditors prior to the filing of
the Company's Quarterly Report on Form 10-Q. Also, the committee shall discuss
the results of the quarterly review and any other matters required to be
communicated to the committee by the independent auditors under generally
accepted auditing standards. The chair of the committee may represent the entire
committee for the purposes of this review.

The committee shall review with management and the independent auditors the
financial statements and disclosures under Management's Discussion and Analysis
of Financial Condition and Results of Operations to be included in the Company's
Annual Report on Form 10-K (or the annual report to shareholders if distributed
prior to the filing of Form 10-K), including their judgment about the quality,
not just the acceptability, of accounting principles, the reasonableness of
significant judgments, and the clarity of the disclosures in the financial
statements. Also, the committee shall discuss the results of the annual audit
and any other matters required to be communicated to the committee by the
independent auditors under generally accepted auditing standards.

The committee shall establish procedures for the receipt, retention, and
treatment of complaints received by the issuer regarding accounting, internal
accounting controls, or auditing matters, and the confidential, anonymous
submission by employees of the issuer of concerns regarding questionable
accounting or auditing matters.

The committee shall receive corporate attorneys' reports of evidence of a
material violation of securities laws or breaches of fiduciary duty.

The committee shall perform an evaluation of its performance at least annually
to determine whether it is functioning effectively.