8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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) July 7, 2004
                                                      ------------



                           BELDEN & BLAKE CORPORATION
                           --------------------------
             (Exact name of registrant as specified in its charter)



           Ohio                          0-20100                  34-1686642
- ----------------------------     ------------------------    -------------------
(State or other jurisdiction     (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)



5200 Stoneham Road, North Canton, Ohio                                  44720
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                 (330) 499-1660
                                 --------------
               Registrant's telephone number, including area code








ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

         On July 7, 2004, Belden & Blake Corporation ("Belden & Blake"), Capital
C Energy Operations, LP, a Delaware limited partnership ("Capital C"), and
Capital C Ohio, Inc., an Ohio corporation and a wholly owned subsidiary of
Capital C ("Merger Sub"), completed a merger pursuant to which Merger Sub was
merged with and into Belden & Blake (the "Merger"), with Belden & Blake
surviving the Merger as a wholly owned subsidiary of Capital C. The general
partner of Capital C's general partner is Capital C Energy, LLC, an entity
formed in April 2004 by David M. Carmichael, Frost W. Cochran and Peter R.
Coneway in partnership with Carlyle/Riverstone Global Energy & Power Fund II,
L.P. and Capital C Energy Partners, L.P. Capital C Energy, LLC is headquartered
in Houston, Texas and seeks to accumulate a portfolio of domestic oil and gas
assets, with a particular focus on proved developed producing assets. In
addition to Messrs. Carmichael and Cochran, the management team of Capital C
Energy, LLC includes B. Dee Davis and W. Mac Jensen. With the exception of the
retirement of the current CEO, John L. Schwager, Belden & Blake's management
team will remain with the company after the Merger with the active participation
of the management team of Capital C.

         In the Merger, each issued and outstanding share of Belden & Blake
common stock was converted into the right to receive cash. All outstanding
amounts of indebtedness under Belden & Blake's prior credit facility were
repaid. In connection with the Consent Solicitation and Tender Offer previously
announced by Belden & Blake, over 98% of Belden & Blake's $225 million aggregate
principal amount of 9-7/8% Subordinated Notes were also tendered and repaid at
the closing of the Merger, and the terms of a supplemental indenture eliminating
several covenants in the indenture governing the 9-7/8% Subordinated Notes have
become effective. Prior to the Merger, approximately 89% of Belden & Blake's
issued and outstanding common stock was owned by TPG Partners II, L.P., a
Delaware limited partnership, and its affiliates.

         Capital C obtained the funds necessary to consummate the Merger and to
repay the indebtedness described above through (1) equity capital contributions
of $77.5 million by its partners, (2) Belden & Blake's entry into a secured
credit facility with various lenders arranged through Goldman Sachs Credit
Partners, L.P. with a $100 million term facility maturing on July 7, 2011, a $30
million revolving credit facility maturing on July 7, 2010 and a $40 million
letter of credit facility, which amounts are secured by substantially all of the
assets of Belden & Blake and two of Belden & Blake's subsidiaries, Ward Lake
Drilling, Inc. and The Canton Oil & Gas Company, and are guaranteed by those
subsidiaries (the "Senior Facilities"), and (3) a private placement of $192.5
million aggregate principal amount of 8-3/4% Senior Secured Notes due 2012 of
Belden & Blake (the "Notes"), which are secured by a second-priority lien on the
same assets and guaranteed by the same subsidiaries that guarantee the Senior
Facilities. Pre-existing commodity hedges and ten-year commodity hedges effected
in connection with the Merger (collectively, the "Hedges") will also be secured
by a second-priority lien on the same assets and guaranteed by the same
subsidiaries that guarantee the Senior Facilities and the Notes.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         As described under Item 1 above, substantially all of the assets of
Belden & Blake and two of its subsidiaries, Ward Lake Drilling, Inc. and The
Canton Oil & Gas Company, will be pledged as collateral for Belden & Blake's
obligations under the Senior Facilities and the Hedges.








ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits.

         The following exhibits are filed herewith:

99.1     News release dated July 7, 2004 announcing the closing of the Merger
         on July 7, 2004.





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.


Date:     July 7, 2004                    BELDEN & BLAKE CORPORATION
      ----------------
                                          (Registrant)


                                          By: /s/ Robert W. Peshek
                                              --------------------------
                                              Robert W. Peshek, Senior Vice
                                              President and Chief Financial
                                              Officer

EX-99.1

                                                                   EXHIBIT 99.1

Belden & Blake Corporation
NEWS RELEASE

         5200 Stoneham Road o North Canton, Ohio 44720 o (330) 499-1660
                              o FAX (330) 497-5463

CONTACT: Patricia A. Harcourt                        FOR  IMMEDIATE  RELEASE
         Vice President, Administration              July 7, 2004
         E-mail: pharcourt@beldenblake.com

                   Belden & Blake Corporation Completes Merger
         With Carlyle/Riverstone affiliate, Capital C Energy Operations

         NORTH CANTON, OH -- Belden & Blake Corporation ("Belden & Blake") today
announced the completion of its merger with Capital C Energy Operations, LP
("Capital C"), an affiliate of Carlyle/Riverstone Global Energy and Power Fund
II, L.P. Capital C acquired Belden & Blake in an all-cash transaction.

         Headquartered in North Canton, Ohio, Belden & Blake is one of the
oldest and largest oil and gas producers in the Appalachian and Michigan Basins
with estimated proved reserves of approximately 360 Bcfe at the end of 2003. The
company is engaged in every aspect of the development and production of its
extensive resource base including exploitation, operation, compression,
gathering and marketing. The management team will remain with the company post
merger with the exception of the retirement of the current CEO, John L.
Schwager. Frost W. Cochran, President and CEO of Capital C, will serve as Belden
& Blake's new Chief Executive Officer.

         "Belden & Blake is a significant step in our mission of acquiring low
risk, long-life producing reserves," said Mr. Cochran. "In addition to its
extensive acreage position in Appalachia and Michigan, the company is one of the
most experienced operators in extracting gas and oil from shallow blanket
formations."

         "The acquisition has been accomplished through a financing structure
that captures the benefits of today's attractive commodity prices and minimizes
risk," commented Gregory A. Beard, Principal of Carlyle/Riverstone,
"Additionally, the company provides us with a presence in some of the nation's
often overlooked, but strategically important, hydrocarbon producing regions."

         Capital C was formed to acquire, own and operate domestic, onshore, oil
and gas and mineral interests. The partnership focuses on extensively developed,
low risk fields with medium- to long-life production, and predictable operating
costs. Additionally, Capital C utilizes commodity price risk management tools
extensively in the structuring of its investments to better manage the
predictability of operating results.

         Riverstone Holdings and The Carlyle Group are the co-general partners
of the Carlyle/Riverstone Global Energy and Power Fund II. Riverstone, a New
York-based energy and power focused private equity firm founded in 2000, has
approximately $1.5 billion under management. Riverstone conducts buyout and
growth capital investments in the midstream, upstream, power, and oilfield
service sectors of the energy industry. To date, the firm has committed
approximately $875 million to 10 investments across each of these four sectors.
The Carlyle Group is a global private equity firm with more than $18 billion
under management. Carlyle invests in buyouts, venture, real estate, and
leveraged finance in North America, Europe,





and Asia. Since 1987, the firm has invested $10.8 billion of equity in 317
transactions. The Carlyle Group employs more than 500 people in 14 countries.
Visit www.carlyle.com for additional information.

         Randall & Dewey, an oil and gas strategic advisory and consulting firm
based in Houston, TX, acted as financial advisors to Belden & Blake.

         Goldman Sachs & Co. arranged the debt financing and acted as financial
advisor to Capital C.

         The information in this release includes forward-looking statements
that are made pursuant to Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements, and the business
prospects of Belden & Blake are subject to a number of risks and uncertainties
which may cause the Company's actual results in future periods to differ
materially from the forward-looking statements contained herein. These risks and
uncertainties include, but are not limited to, the Company's access to capital,
the market demand for and prices of oil and natural gas, the Company's oil and
gas production and costs of operation, results of the Company's future drilling
activities, the uncertainties of reserve estimates and environmental risks.
These and other risks are described in the Company's 10-K and 10-Q reports and
other filings with the Securities and Exchange Commission.


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