8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


         Date of Report (date of earliest event reported): June 22, 1999


                             BASIN EXPLORATION, INC.
               (Exact Name of Registrant as Specified in Charter)


              Delaware                 0-20125               84-1143307
    (State or Other Jurisdiction     (Commission          (I.R.S. Employer
          of Incorporation)          File Number)         Identification No.)


           370 Seventeenth Street, Suite 3400, Denver, Colorado 80202
               (Address of principal executive offices, zip code)


       Registrant's telephone number, including area code: (303) 685-8000


                                 Not Applicable
           Former Name or Former Address if Changed Since Last Report





ITEM 5.     OTHER EVENTS

See press release dated June 22, 1999 attached hereto as Exhibit 99.1.



                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       BASIN EXPLORATION, INC.
                                          (Registrant)


Date: June 22, 1999                    By: /s/ Howard L. Boigon
                                          --------------------------------------
                                          Howard L. Boigon
                                          Vice President, General Counsel and
                                          Secretary


                                       -2-


                                 EXHIBIT INDEX


     99.1   Press Release dated June 22, 1999.

EX-99

For Immediate Release                          Contact:  Neil L. Stenbuck
Tuesday, June 22, 1999                                   Chief Financial Officer
                                                         (303) 685-8000

                 BASIN EXPLORATION ANNOUNCES UNDERWRITERS' EXERCISE OF
                             OVER-ALLOTMENT OPTIONS

Denver, CO - Basin Exploration, Inc. (NASDAQ:BSNX) announced today that the
underwriters of the company's recent public offering of 4,000,000 shares of
common stock have exercised their over-allotment options to purchase 600,000
additional shares at the offering price of $16.50 per share. Of the total
over-allotment shares, 562,500 were offered by Basin and 37,500 were offered by
a selling stockholder. Including the over-allotment shares, the public offering
will cover the sale by the company of a total of 4,312,500 shares of common
stock, through which the company expects to realize net proceeds of $67,102,500
before offering expenses. The sale of these shares is scheduled to close on June
23, 1999.

The offering was underwritten by Goldman, Sachs & Co., Bank of America
Securities LLC, Dain Rauscher Wessels (a division of Dain Rauscher
Incorporated), and Petrie Parkman & Co. A copy of the final prospectus related
to the offering may be obtained from: Goldman, Sachs & Co., 85 Broad Street, New
York, NY 10004.

Basin Exploration, Inc. is engaged in the exploration, acquisition,
development and exploitation of oil and gas properties in the United States,
both onshore and in the Gulf of Mexico.

Statements made in this press release relating to the company's expectations
constitute forward-looking statements within the meaning of federal securities
laws. These statements are subject to risks and uncertainties, including those
described in the company's prospectus supplement as filed with the Securities
and Exchange Commission on June 18, 1999, and the documents incorporated or
referenced therein. These risks and uncertainties could cause actual results to
differ materially from those expressed or implied in the forward-looking
statements.

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