10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2005

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

(Exact name of registrant as specified in its charter)

Ohio	34-1686642
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	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)

(Former name, former address and former fiscal year, if changed since last report.)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

     Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). o Yes     þ No

As of July 31, 2005, Belden & Blake Corporation had outstanding 1,500 shares of common stock,
without par value, which is its only class of stock.

BELDEN & BLAKE CORPORATION

INDEX

	Page
PART I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004		1
Consolidated Statements of Operations: Three and six months ended June 30, 2005 (Successor Company) Three and six months ended June 30, 2004 (Predecessor Company)		2
Consolidated Statements of Shareholders’ Equity (Deficit): Six months ended June 30, 2005 (Successor Company) 178 day period from July 7, 2004 to December 31, 2004 (Successor Company) 188 day period From January 1, 2004 to July 6, 2004 (Predecessor Company) and the year ended December 31, 2003 (Predecessor Company)		3
Consolidated Statements of Cash Flows: Six months ended June 30, 2005 (Successor Company) Six months ended June 30, 2004 (Predecessor Company)		4
Notes to Consolidated Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		8
Item 3. Quantitative and Qualitative Disclosures About Market Risk		17
Item 4. Controls and Procedures		19
PART II Other Information
Item 1. Legal Proceedings		19
Item 4. Submission of Matters to a Vote of Security Holders		19
Item 6. Exhibits		20
EX-3.1 Amended and Restated Articles of Incorporation
EX-3.2 Amended and Restated Code of Regulations
EX-31.1 Certification
EX-31.2 Certification
EX-32.1 Certification
EX-32.2 Certification

BELDEN & BLAKE CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

	June 30,			December 31,
	2005			2004
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	20,773		$	18,407
Accounts receivable, net		15,477			18,667
Inventories		616			518
Deferred income taxes		14,839			10,558
Other current assets		1,356			1,101
Total current assets		53,061			49,251
Property and equipment, at cost
Oil and gas properties (successful efforts method)		528,110			514,242
Gas gathering systems		5,104			4,485
Land, buildings, machinery and equipment		7,902			7,720
		541,116			526,447
Less accumulated depreciation, depletion and amortization		33,135			16,917
Property and equipment, net		507,981			509,530
Other assets		10,692			11,461
	$	571,734		$	570,242
LIABILITIES AND SHAREHOLDER’S (DEFICIT) EQUITY
Current liabilities
Accounts payable	$	4,208		$	3,796
Accrued expenses		22,325			23,445
Current portion of long-term liabilities		1,945			1,964
Fair value of derivatives		36,633			23,252
Total current liabilities		65,111			52,457
Long-term liabilities
Bank and other long-term debt		88,088			88,592
Senior secured notes		192,500			192,500
Asset retirement obligations and other long-term liabilities		15,000			14,390
		295,588			295,482
Fair value of derivatives		172,803			55,182
Deferred income taxes		62,682			108,994
Shareholder’s (deficit) equity
Common stock without par value; 1,500 shares authorized and issued		—			—
Paid in capital		77,500			77,500
(Deficit) retained earnings		(805	)		890
Accumulated other comprehensive loss		(101,145	)		(20,263	)
Total shareholder’s (deficit) equity		(24,450	)		58,127
	$	571,734		$	570,242

See accompanying notes.

1

BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands)

	Successor			Predecessor		Successor			Predecessor
	Company			Company		Company			Company
	Three months ended June 30,					Six months ended June 30,
	2005			2004		2005			2004
Revenues
Oil and gas sales	$	24,369		$	22,945	$	47,430		$	45,307
Gas gathering and marketing		2,577			2,474		5,020			5,057
Other		110			329		217			458
		27,056			25,748		52,667			50,822
Expenses
Production expense		5,336			5,545		10,756			10,951
Production taxes		761			648		1,495			1,300
Gas gathering and marketing		2,313			2,300		4,419			4,533
Exploration expense		983			1,369		1,935			2,717
General and administrative expense		1,453			1,265		3,217			2,500
Franchise, property and other taxes		45			45		99			115
Depreciation, depletion and amortization		8,712			4,535		17,017			9,089
Accretion expense		327			100		582			195
Derivative fair value (gain) loss		(2,105	)		11		6,095			(321	)
		17,825			15,818		45,615			31,079
Operating income		9,231			9,930		7,052			19,743
Other expense
Interest expense		5,945			6,112		11,775			12,184
Income (loss) from continuing operations before income taxes		3,286			3,818		(4,723	)		7,559
Provision (benefit) for income taxes		77			1,240		(3,028	)		2,615
Income (loss) from continuing operations		3,209			2,578		(1,695	)		4,944
Income from discontinued operations, net of tax		—			28,941		—			28,627
Net income (loss)	$	3,209		$	31,519	$	(1,695	)	$	33,571

See accompanying notes.

2

BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
(in thousands)

																	Accumulated
	Successor Company				Predecessor Company												Other			Total
	Common		Common		Common			Common			Paid in			Equity			Comprehensive			Equity
	Shares		Stock		Shares			Stock			Capital			(Deficit)			Income			(Deficit)
Predecessor Company:
January 1, 2003						10,296		$	1,030		$	107,118		$	(148,332	)	$	(4,461	)	$	(44,645	)
Comprehensive (loss) income:
Net loss															(2,324	)					(2,324	)
Other comprehensive income (loss), net of tax:
Change in derivative fair value																		(17,439	)		(17,439	)
Reclassification adjustment for derivative (gain) loss reclassified into oil and gas sales																		6,543			6,543
Total comprehensive loss																					(13,220	)
Stock options exercised						120			12			108									120
Stock-based compensation												326									326
Repurchase of stock options												(48	)								(48	)
Tax benefit of repurchase of stock options and stock options exercised												170									170
Treasury stock						(20	)		(2	)		(41	)								(43	)
December 31, 2003		—		—		10,396			1,040			107,633			(150,656	)		(15,357	)		(57,340	)
Comprehensive income (loss):
Net income															9,999						9,999
Other comprehensive income (loss), net of tax:
Change in derivative fair value																		(11,180	)		(11,180	)
Reclassification adjustment for derivative (gain) loss reclassified into oil and gas sales																		5,512			5,512
Total comprehensive income																					4,331
Stock options exercised						65			6			105									111
Stock-based compensation												1,097									1,097
Repurchase of stock options												(283	)								(283	)
Tax benefit of repurchase of stock options and stock options exercised												116									116
Treasury stock						(6	)		(1	)		(28	)								(29	)
Redemption of common stock						(10,455	)		(1,045	)		(108,640	)		140,657			21,025			51,997
July 6, 2004		—		—		—			—			—			—			—			-
Successor Company:
Sale of common stock		2										77,500									77,500
Comprehensive income (loss):
Net income															890						890
Other comprehensive income (loss), net of tax:
Change in derivative fair value																		(28,919	)		(28,919	)
Reclassification adjustment for derivative (gain) loss
reclassified into oil and gas sales																		8,656			8,656
Total comprehensive loss																					(19,373	)
December 31, 2004		2		—		—			—			77,500			890			(20,263	)		58,127
Comprehensive income (loss):
Net loss															(1,695	)					(1,695	)
Other comprehensive income (loss), net of tax:
Change in derivative fair value																		(89,430	)		(89,430	)
Reclassification adjustment for derivative (gain) loss reclassified into oil and gas sales																		8,548			8,548
Total comprehensive loss																					(82,577	)
June 30, 2005 (unaudited)		2	$	—		—		$	—		$	77,500		$	(805	)	$	(101,145	)	$	(24,450	)

See accompanying notes.

3

BELDEN & BLAKE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)

	Successor			Predecessor
	Company			Company
	Six months ended June 30,
	2005			2004
Cash flows from operating activities:
Net (loss) income	$	(1,695	)	$	33,571
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, depletion and amortization		17,017			9,723
Accretion		582			221
Gain on sale of businesses		—			(44,998	)
Loss on disposal of property and equipment		51			375
Amortization of derivatives and other noncash hedging activities		2,555			(549	)
Exploration expense		1,935			4,128
Deferred income taxes		(3,028	)		15,410
Stock-based compensation		—			1,097
Change in operating assets and liabilities, net of effects of acquisition and disposition of businesses:
Accounts receivable and other operating assets		2,935			(4,599	)
Inventories		(58	)		79
Accounts payable and accrued expenses		(617	)		1,464
Net cash provided by operating activities		19,677			15,922
Cash flows from investing activities:
Disposition of businesses, net of cash		—			72,682
Proceeds from property and equipment disposals		—			247
Exploration expense		(1,935	)		(4,128	)
Additions to property and equipment		(14,788	)		(18,039	)
Decrease (increase) in other assets		(29	)		1,218
Net cash (used in) provided by investing activities		(16,752	)		51,980
Cash flows from financing activities:
Proceeds from revolving line of credit		—			140,679
Repayment of long-term debt and other obligations		(59	)		(164,335	)
Repayment of senior secured facility — term loan		(500	)		—
Debt issue costs		—			131
Proceeds from stock options exercised		—			111
Repurchase of stock options		—			(283	)
Purchase of treasury stock		—			(29	)
Net cash used in financing activities		(559	)		(23,726	)
Net increase in cash and cash equivalents		2,366			44,176
Cash and cash equivalents at beginning of period		18,407			1,440
Cash and cash equivalents at end of period	$	20,773		$	45,616

See accompanying notes.

4

BELDEN & BLAKE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

June 30, 2005

(1) Basis of Presentation

     Unless the context requires otherwise or unless otherwise noted, when we use the terms “Belden & Blake,” “we,” “us,” “our” or the “Company,” we are referring to Belden & Blake Corporation (“Successor Company”) and its predecessor. On July 7, 2004, the Company, 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 the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Capital C. The Merger resulted in a change in control of the Company. The general partner of Capital C is controlled by Carlyle/Riverstone Global Energy and Power Fund II, L.P.

     The Merger was accounted for as a purchase effective July 7, 2004. The Merger resulted in a new basis of accounting reflecting estimated fair values for assets and liabilities at that date. Accordingly, the financial statements for the period subsequent to July 6, 2004 are presented on the Company’s new basis of accounting, while the results of operations for prior periods reflect the historical results of the predecessor company. A vertical black line is presented to separate the financial statements of the predecessor and successor companies.

     In the second quarter of 2004, we sold substantially all of our Trenton Black River (“TBR”) assets and our Arrow Oilfield Service Company (“Arrow”) assets. According to Statement of Financial Accounting Standards No. (SFAS) 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the dispositions were classified as discontinued operations. Discontinued operations relating to the TBR and Arrow asset sales resulted in a gain of $45.0 million ($28.6 million net of tax) in the first six months of 2004.

     The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the successor company for the six-month period ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ended December 31, 2005. For further information, refer to the consolidated financial statements and footnotes included in Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2004, as amended. Certain reclassifications have been made to conform to the current presentation.

(2) Derivatives and Hedging

     Our financial results and cash flows can be significantly impacted as commodity prices fluctuate widely in response to changing market conditions. As a result of the adoption of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” we recognize all derivative financial instruments as either assets or liabilities at fair value. Derivative instruments that are not hedges must be adjusted to fair value through net income (loss). Under the provisions of SFAS 133, changes in the fair value of derivative instruments that are fair value hedges are offset against changes in the fair value of the hedged

5

assets, liabilities, or firm commitments, through net income (loss). Changes in the fair value of derivative instruments that are cash flow hedges are recognized in other comprehensive income (loss) until such time as the hedged items are recognized in net income (loss). Ineffective portions of a derivative instrument’s change in fair value are immediately recognized in net income (loss). Deferred gains and losses on terminated commodity hedges will be recognized as increases or decreases to oil and gas revenues during the same periods in which the underlying forecasted transactions are recognized in net income (loss). If there is a discontinuance of a cash flow hedge because it is probable that the original forecasted transaction will not occur, deferred gains or losses are recognized in earnings immediately.

     The relationship between the hedging instruments and the hedged items must be highly effective in achieving the offset of changes in fair values or cash flows attributable to the hedged risk, both at the inception of the contract and on an ongoing basis. Ongoing assessments of hedge effectiveness will include verifying and documenting that the critical terms of the hedge and forecasted transaction do not change. We measure effectiveness at least on a quarterly basis.

     From time to time we may enter into a combination of futures contracts, commodity derivatives and fixed-price physical contracts to manage our exposure to natural gas or crude oil price volatility and support our capital expenditure plans. Our derivative financial instruments primarily take the form of swaps or collars. At June 30, 2005, our derivative contracts were comprised of natural gas swaps and collars and crude oil swaps, which were placed with a major financial institution that we believe is a minimal credit risk. Qualifying derivative financial instruments are designated as cash flow hedges. The changes in fair value of non-qualifying derivative contracts will be reported in expense in the consolidated statements of operations as derivative fair value (gain) loss.

     We consider our natural gas swaps to be highly effective and expect there will be no ineffectiveness to be recognized in net income (loss) since the critical terms of the hedging instruments and the hedged forecasted transactions are the same. We have not experienced ineffectiveness on our natural gas swaps because we use New York Mercantile Exchange (“NYMEX”) based commodity derivative contracts to hedge on the same basis as our natural gas production is sold (NYMEX-based sales contracts). We have collar agreements that could not be redesignated as cash flow hedges because these collars were not effective due to unrealized losses at the date of the Merger. These collars qualified and were designated as cash flow hedges from their inception through the predecessor company period ended July 6, 2004. Although these collars are not deemed to be effective hedges in accordance with the provisions of SFAS 133, we have retained these instruments as protection against changes in commodity prices and we will continue to record the mark-to-market adjustments on these natural gas collars, through 2005, in our income statement. Our NYMEX crude oil swaps are highly effective and were designated as cash flow hedges. We have ineffectiveness on the crude oil swaps because the oil is sold locally at a posted price which is different from the NYMEX price. Historically there has been a high correlation between the posted price and NYMEX. The changes in the fair values of the natural gas collars and the ineffective portion of the crude oil swaps are recorded as “Derivative fair value (gain) loss.”

     During the first six months of 2005 and 2004, net losses of $13.6 million ($8.5 million after tax) and $8.7 million ($5.5 million after tax), respectively, were reclassified from accumulated other comprehensive income to earnings. The fair value of open hedges decreased $142.0 million ($88.4 million after tax) in the first six months of 2005 and decreased $17.6 million ($11.2 million after tax) in the first six months of 2004. At June 30, 2005, the estimated net loss in accumulated other comprehensive income that is expected to be reclassified into earnings within the next 12 months is approximately $23.0 million. At June 30, 2005, we have partially hedged our exposure to the variability in future cash flows through December 2013.

6

     The following table reflects the natural gas and crude oil volumes and the weighted average prices under financial hedges (including settled hedges) at June 30, 2005:

	Natural Gas Swaps				Natural Gas Collars				Crude Oil Swaps
			NYMEX				NYMEX Price
			Price per				per Mmbtu		Estimated		NYMEX
Quarter Ending	Bbtu		Mmbtu		Bbtu		Floor/Cap (1)		Mbbls		Price per Bbl
September 30, 2005		1,500	$	3.70		1,500	$	4.00-5.32		67	$	33.72
December 31, 2005		1,500		3.70		1,500		4.00 - 5.32		67		33.31
		3,000	$	3.70		3,000	$	4.00-5.32		134	$	33.52
March 31, 2006		2,829	$	6.14						63	$	32.71
June 30, 2006		2,829		5.24						62		32.35
September 30, 2006		2,829		5.22						62		32.02
December 31, 2006		2,829		5.39						62		31.71
		11,316	$	5.50						249	$	32.20
Year Ending
December 31, 2007		10,745	$	4.97						227	$	30.91
December 31, 2008		10,126		4.64						208		29.96
December 31, 2009		9,529		4.43						191		29.34
December 31, 2010		8,938		4.28						175		28.86
December 31, 2011		8,231		4.19						157		28.77
December 31, 2012		7,005		4.09						138		28.70
December 31, 2013		6,528		4.04						127		28.70

Bbl — Barrel	Mmbtu — Million British thermal units
Mbbls — Thousand barrels	Bbtu — Billion British thermal units

⁽¹⁾ The NYMEX price per Mmbtu floor/cap for the natural gas collars in 2005 assume the monthly NYMEX settles at $3.10 per Mmbtu or higher. If the monthly NYMEX settles at less than $3.10 per Mmbtu then the NYMEX price per Mmbtu will be the NYMEX settle plus $0.90.

(3) Based Compensation

     We measure expense associated with stock-based compensation under the provisions of Accounting Principles Board Opinion No. (APB) 25, “Accounting for Stock Issued to Employees” and its related interpretations. Under APB 25, no compensation expense is required to be recognized upon the issuance of stock options to key employees as the exercise price of the option is equal to the market price of the underlying common stock at the date of grant.

     For purposes of the pro forma disclosures required by SFAS 123, “Accounting for Stock Based Compensation,” the estimated fair value of the options is amortized to expense over the options’ vesting period. The changes in net income or loss as if we had applied the fair value provisions of SFAS 123 for the predecessor company for the three-month ended March 31, 2004 were not material. The successor company does not have any stock options.

     The changes in share value and the vesting of shares are reported as adjustments to compensation expense. The vesting of shares in the predecessor company quarter ended June 30, 2004, resulted in a non-cash increase in compensation expense of $1.1 million. The successor company does not have any stock-based compensation.

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(4) Industry Segment Financial Information

     We operate in one reportable segment, as an independent energy company engaged in producing oil and natural gas; exploring for and developing oil and gas reserves; acquiring and enhancing the economic performance of producing oil and gas properties; and marketing and gathering natural gas for delivery to intrastate and interstate gas transmission pipelines. Our operations are conducted entirely in the United States.

(5) Supplemental Disclosure of Cash Flow Information

	Six months ended June 30,
(in thousands)	2005		2004
Cash paid during the period for:
Interest	$	12,153	$	12,158
Income taxes		500		—

(6) Contingencies

     In April 2002, we were notified of a claim by an overriding royalty owner in Michigan alleging the underpayment of royalties resulting from disputes as to the interpretation of the terms of several farmout agreements. On July 6, 2004, a suit was filed in Otsego County, Michigan by the successor in interest to these royalty interests, alleging substantially the same underpayments. In April 2005, we entered into a settlement agreement that provided for a payment to the royalty owner of an amount approximately equal to the amount accrued at March 31, 2005 and an increase in the future overriding royalty percentage in several wells. The result had no material adverse effect on our financial position, results of operations or cash flows.

(7) Subsequent Events

     On July 5, 2005, Belden & Blake announced that the partners of its direct parent company, Capital C, have entered into an agreement to sell all of the partnership interests in Capital C to affiliates of EnerVest Management Partners, Ltd., a privately held oil and gas operator and institutional funds manager (“EnerVest”), which would result in Belden & Blake becoming indirectly wholly owned by affiliates of EnerVest.

     On July 18, 2005, Belden & Blake commenced a tender offer (“Tender Offer”) and consent solicitation (“Consent Solicitation”), previously announced, to purchase for cash any and all of its outstanding $192,500,000 aggregate principal amount of 8.75% Senior Secured Notes due 2012 (the “Securities”). The Tender Offer and Consent Solicitation is being conducted in conjunction with the acquisition of the parent company of Belden & Blake by EnerVest. The Tender Offer is conditioned on the closing of the proposed sale, which is expected to occur on August 16, 2005. The Tender Offer expires on August 15, 2005.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Information

     The information in this document includes forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by or that otherwise include the statements “should,” “believe,” “expect,” “anticipate,” “intend,” “will,” “continue,” “estimate,” “plan,” “outlook,” “may,” “future,” “projection,” “likely,” “possible,” “would,” “could” and variations of these statements and similar expressions are forward- looking statements as are any other statements relating to developments, events, occurrences, results,

8

efforts or impacts. These forward-looking statements are based on current expectations and projections about future events. Forward-looking statements and the business prospects of Belden & Blake are subject to a number of risks and uncertainties which may cause our 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, our access to capital, the market demand for and prices of oil and natural gas, our oil and gas production and costs of operation, results of our future drilling activities, the uncertainties of reserve estimates, general economic conditions, new legislation or regulatory changes, changes in accounting principles, policies or guidelines and environmental risks. These and other risks are described in our Annual Report on Form 10-K for the year ended December 31, 2004, as amended, under the Heading “Risk Factors” and in our other filings with the Securities and Exchange Commission (“SEC”). We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changes in assumptions, or otherwise.

CRITICAL ACCOUNTING POLICIES

     We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) and SEC guidance. See the “Notes to Consolidated Financial Statements” included in “Item 8. Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the year ended December 31, 2004, as amended, filed with the SEC for a more comprehensive discussion of our significant accounting policies. GAAP requires information in financial statements about the accounting principles and methods used and the risks and uncertainties inherent in significant estimates including choices between acceptable methods. Following is a discussion of our most critical accounting policies.

Successful Efforts Method of Accounting

     The accounting for and disclosure of oil and gas producing activities requires our management to choose between GAAP alternatives and to make judgments about estimates of future uncertainties.

     We use the “successful efforts” method of accounting for oil and gas producing activities as opposed to the alternate acceptable “full cost” method. Under the successful efforts method, property acquisition and development costs and certain productive exploration costs are capitalized while non-productive exploration costs, which include certain geological and geophysical costs, exploratory dry hole costs and costs of carrying and retaining undeveloped properties, are expensed as incurred. The geological and geophysical costs include costs for salaries and benefits of our personnel in those areas and other third party costs. The costs of carrying and retaining undeveloped properties include salaries and benefits of our land department personnel, delay rental payments made on new and existing leases, ad valorem taxes on existing leases and the cost of previously capitalized leases that are written off because the leases were dropped or expired. Exploratory dry hole costs include the costs associated with drilling an exploratory well that has been determined to be a dry hole.

     The major difference between the successful efforts method of accounting and the full cost method is under the full cost method of accounting, such exploration costs and expenses are capitalized as assets, pooled with the costs of successful wells and charged against the net income (loss) of future periods as a component of depletion expense.

Oil and Gas Reserves

     Our estimated proved developed and estimated proved undeveloped reserves are all located within the Appalachian and Michigan Basins in the United States. There are many uncertainties inherent in estimating proved reserve quantities and in projecting future production rates and the timing of

9

development expenditures. In addition, estimates of new discoveries are more imprecise than those of properties with a production history. Accordingly, these estimates are expected to change as future information becomes available. Material revisions of reserve estimates may occur in the future, development and production of the oil and gas reserves may not occur in the periods assumed and actual prices realized and actual costs incurred may vary significantly from assumptions used. Estimated proved reserves represent estimated quantities of natural gas and oil that geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future years from known reservoirs under economic and operating conditions existing at the time the estimates were made. Estimated proved developed reserves are estimated proved reserves expected to be recovered through wells and equipment in place and under operating methods being used at the time the estimates were made. The accuracy of a reserve estimate is a function of:

     — the quality and quantity of available data;

     — the interpretation of that data;

     — the accuracy of various mandated economic assumptions; and

     — the judgment of the persons preparing the estimate.

Capitalization, Depreciation, Depletion and Impairment of Long-Lived Assets

     See the “Successful Efforts Method of Accounting” discussion above. Capitalized costs related to estimated proved properties are depleted using the unit-of-production method. Depreciation, depletion and amortization of proved oil and gas properties are calculated on the basis of estimated recoverable reserve quantities. These estimates can change based on economic or other factors. No gains or losses are recognized upon the disposition of oil and gas properties except in extraordinary transactions. Sales proceeds are credited to the carrying value of the properties. Maintenance and repairs are expensed, and expenditures which enhance the value of properties are capitalized.

     Unproved oil and gas properties are stated at cost and consist of undeveloped leases. These costs are assessed periodically to determine whether their value has been impaired, and if impairment is indicated, the costs are charged to expense.

     Gas gathering systems are stated at cost. Depreciation expense is computed using the straight-line method over 15 years.

     Property and equipment are stated at cost. Depreciation of non-oil and gas properties is computed using the straight-line method over the useful lives of the assets ranging from 3 to 15 years for machinery and equipment and 30 to 40 years for buildings. When assets other than oil and gas properties are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. The cost of maintenance and repairs is expensed as incurred, and significant renewals and betterments are capitalized.

     Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and the carrying amount of the asset. Fair value is determined based on management’s outlook of future oil and natural gas prices and estimated future cash flows to be generated by the assets, discounted at a market rate of interest. Impairment of unproved properties is based on the estimated fair value of the property.

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Derivatives and Hedging

     Our financial results and cash flows can be significantly impacted as commodity prices fluctuate widely in response to changing market conditions. Under the provisions of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, we recognize all derivative financial instruments as either assets or liabilities at fair value. The changes in fair value of derivative instruments not qualifying for designation as cash flow hedges are reported in expense in the consolidated statements of operations as derivative fair value (gain) loss. Changes in the fair value of derivative instruments that are fair value hedges are offset against changes in the fair value of the hedged assets, liabilities, or firm commitments, through net income (loss). Changes in the fair value of derivative instruments that are cash flow hedges are recognized in other comprehensive income (loss) until such time as the hedged items are recognized in net income (loss).

     The relationship between the hedging instruments and hedged item must be highly effective in achieving the offset of changes in fair values or cash flows attributable to the hedged risk both at the inception of the contract and on an ongoing basis. We measure effectiveness at least on a quarterly basis. Ongoing assessments of hedge effectiveness will include verifying and documenting that the critical terms of the hedge and forecasted transaction do not change. Ineffective portions of a derivative instrument’s change in fair value are immediately recognized in net income (loss). If there is a discontinuance of a cash flow hedge because it is probable that the original forecasted transaction will not occur, deferred gains or losses are recognized in earnings immediately.

     From time to time we may enter into a combination of futures contracts, commodity derivatives and fixed-price physical contracts to manage our exposure to natural gas or oil price volatility and support our capital expenditure plans. Our derivative financial instruments primarily take the form of swaps or collars. At June 30, 2005, our derivative contracts were comprised of natural gas swaps and collars and crude oil swaps, which were placed with a major financial institution that we believe is a minimal credit risk. Qualifying derivative financial instruments are designated as cash flow hedges.

     We consider our natural gas swaps to be highly effective and expect there will be no ineffectiveness to be recognized in net income (loss) since the critical terms of the hedging instruments and the hedged forecasted transactions are the same. We have not experienced ineffectiveness on our natural gas swaps because we use NYMEX-based commodity derivative contracts to hedge on the same basis as our natural gas production is sold (NYMEX-based sales contracts). We have collar agreements that could not be redesignated as cash flow hedges because these collars were not effective due to unrealized losses at the date of the Merger. These collars qualified and were designated as cash flow hedges from their inception through the predecessor company period ended July 6, 2004. Although these collars are not deemed to be effective hedges in accordance with the provisions of SFAS 133, we have retained these instruments as protection against changes in commodity prices and we will continue to record the mark-to-market adjustments on these natural gas collars, through 2005, in our income statement. Our NYMEX crude oil swaps are highly effective and were designated as cash flow hedges. We have ineffectiveness on the crude oil swaps because the oil is sold locally at a posted price which is different from the NYMEX price. Historically, there has been a high correlation between the posted price and NYMEX. The changes in the fair values of the natural gas collars and the ineffective portion of the crude oil swaps are recorded as “Derivative fair value (gain) or loss.”

Revenue Recognition

     Oil and gas production revenue is recognized as production and delivery take place. Oil and gas marketing revenues are recognized when title passes.

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Asset Retirement Obligations

     Under the provisions of SFAS 143, “Accounting for Asset Retirement Obligations,” we recognize a liability for the fair value of our asset retirement obligations associated with our tangible, long-lived assets. The majority of our asset retirement obligations recorded relate to the plugging and abandonment (excluding salvage value) of our oil and gas properties. Subsequent to the adoption of SFAS 143, there has been no significant current period activity with respect to additional retirement obligations, settled obligations, accretion expense and revisions of estimated cash flows. The asset retirement obligations increased as a result of purchase accounting for the Merger, primarily due to a lower discount rate and revised estimates of asset lives on certain oil and gas wells.

Results of Operations

     The Merger was completed on July 7, 2004 and was accounted for as a purchase effective July 7, 2004. The Merger resulted in a new basis of accounting reflecting estimated fair values for assets and liabilities at that date. Accordingly, the financial statements for the period subsequent to July 6, 2004 are presented on the Company’s new basis of accounting, while the results of operations for prior periods reflect the historical results of the predecessor company. A vertical black line is presented to separate the financial statements of the predecessor and successor companies.

     The allocation of the purchase price at fair value resulted in a significant increase in the book value of our assets. The increase in the book value of assets resulted in materially higher charges for depreciation, depletion and amortization in the successor company period ended June 30, 2005. These higher charges are expected to continue in subsequent accounting periods.

     The following Management’s Discussion and Analysis is based on the results of operations from continuing operations, unless otherwise noted. Accordingly, discontinued operations have been excluded. The following table sets forth certain information regarding our net oil and natural gas production, revenues and expenses for the periods indicated:

	Three months ended June 30,				Six months ended June 30,
	2005		2004		2005		2004
Production
Gas (Mmcf)		3,648		3,818		7,211		7,697
Oil (Mbbls)		95		92		177		189
Total production (Mmcfe)		4,216		4,370		8,275		8,828
Average price
Gas (per Mcf)	$	5.74	$	5.17	$	5.71	$	5.07
Oil (per Bbl)		36.23		34.94		35.25		33.46
Mcfe		5.78		5.25		5.73		5.13
Average costs (per Mcfe)
Production expense		1.27		1.27		1.30		1.24
Production taxes		0.18		0.15		0.18		0.15
Depletion		1.91		0.84		1.90		0.83
Operating margin (per Mcfe)		4.33		3.83		4.25		3.74

Mmcf — Million cubic feet	Mbbls — Thousand barrels	Mmcfe — Million cubic feet of natural gas equivalent
Mcf — Thousand cubic feet	Bbl — Barrel	Mcfe — Thousand cubic feet of natural gas equivalent
Operating margin (per Mcfe) — average price less production expense and production taxes

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Results of Operations — Second Quarters of 2005 and 2004 Compared
Revenues

     Net operating revenues increased from $25.4 million in the second quarter of 2004 to $26.9 million in the second quarter of 2005. The increase was due to higher oil and gas sales revenues of $1.4 million.

     Gas volumes sold were 3.6 Bcf (billion cubic feet) in the second quarter of 2005, which was a decrease of 170 Mmcf (4%) compared to the second quarter of 2004. This decrease in gas volumes sold resulted in a decrease in gas sales revenues of approximately $880,000. Oil volumes sold increased approximately 3,000 Bbls (3%) from 92,000 Bbls in the second quarter of 2004 to 95,000 Bbls in the second quarter of 2005 resulting in an increase in oil sales revenues of approximately $90,000. The lower gas sales volumes are primarily due to normal production declines partially offset by production from new wells drilled during 2004 and 2005.

     The average price realized for our natural gas increased $0.57 per Mcf from $5.17 in the second quarter of 2004 to $5.74 per Mcf in the second quarter of 2005, which increased gas sales revenues by approximately $2.1 million. As a result of our hedging activities, gas sales revenues were decreased by $4.5 million ($1.25 per Mcf) in the second quarter of 2005 and decreased by $4.9 million ($1.28 per Mcf) in the second quarter of 2004. The average price realized for our oil increased from $34.94 per Bbl in the second quarter of 2004 to $36.23 per Bbl in the second quarter of 2005, which increased oil sales revenues by approximately $120,000. As a result of our hedging activities, oil sales revenues were decreased by approximately $1.3 million ($13.53 per Bbl) in the second quarter of 2005.

     The operating margin from oil and gas sales (oil and gas sales revenues less production expense and production taxes) on a per unit basis increased from $3.83 per Mcfe in the second quarter of 2004 to $4.33 per Mcfe in the second quarter of 2005. The average price increased $0.53 per Mcfe which was partially offset by an increase in production taxes of $0.03 per Mcfe in the second quarter of 2005 compared to the second quarter of 2004.

     The increase in gas gathering and marketing revenues was due to a $22,000 increase in gas marketing revenues and a $81,000 increase in gas gathering revenues. The higher gas gathering and marketing revenues resulted primarily from higher gas prices.

Costs and Expenses

     Production expense was $5.5 million in the second quarter of 2004 compared to $5.3 million in the second quarter of 2005. The average production cost was $1.27 per Mcfe in the second quarter of 2004 and the second quarter of 2005.

     Production taxes increased $113,000 from $648,000 in the second quarter of 2004 to $761,000 in the second quarter of 2005. Average per unit production taxes increased from $0.15 per Mcfe in the second quarter of 2004 to $0.18 per Mcfe in the second quarter of 2005. The increased production taxes are primarily due to higher oil and gas prices in Michigan, where production taxes are based on a percentage of revenues, excluding the effects of hedging.

     Exploration expense decreased $385,000 (28%) from $1.4 million in the second quarter of 2004 to $1.0 million in the second quarter of 2005. This decrease is primarily due to decreases in employment and compensation related expense.

     General and administrative expense increased $188,000 (15%) from $1.3 million in the second

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quarter of 2004 to $1.5 million in the second quarter of 2005 primarily due to an increase of $371,000 in audit and legal services related to our public filings and Sarbanes-Oxley efforts partially offset by $292,000 of non-cash stock-based compensation expense in the second quarter of 2004 to reflect the increased value of the predecessor company’s stock.

     Depreciation, depletion and amortization increased by $4.2 million from $4.5 million in the second quarter of 2004 to $8.7 million in the second quarter of 2005. This increase was primarily due to an increase in depletion expense. Depletion expense increased $4.3 million (119%) from $3.7 million in the second quarter of 2004 to $8.0 million in the second quarter of 2005 primarily due to a higher depletion rate per Mcfe. Depletion per Mcfe increased from $0.84 per Mcfe in the second quarter of 2004 to $1.91 per Mcfe in the second quarter of 2005, primarily due to a higher cost basis resulting from purchase accounting for the Merger.

     Derivative fair value (gain) loss was a loss of $11,000 in the second quarter of 2004 compared to a gain of $2.1 million in the second quarter of 2005. The derivative fair value (gain) loss reflects the changes in fair value of certain derivative instruments that are not designated or do not qualify as cash flow hedges and $1.1 million related to the ineffective portion of crude oil swaps qualifying for hedge accounting which was recorded in the second quarter of 2005.

     Interest expense decreased $167,000 from $6.1 million in the second quarter of 2004 to $5.9 million in the second quarter of 2005. This decrease was due to lower blended interest rates partially offset by an increase in average outstanding borrowings.

     Income tax expense was $77,000 in the second quarter of 2005 compared to $1.2 million in the second quarter of 2004. The decrease is primarily related to a lower effective tax rate in the second quarter of 2005 due to the changes in Ohio tax law. On June 30, 2005 the State of Ohio enacted new tax legislation that will result in the elimination of the income and franchise tax over a four year period and it will be replaced with a gross receipts based tax. As a result of the new tax structure we recorded a tax benefit of $1.1 million to adjust the recorded deferred tax account balances for Ohio during the second quarter of 2005.

     Discontinued operations relating to the TBR and Arrow asset sales resulted in a gain, net of tax, of $28.9 million in the second quarter of 2004. The TBR and Arrow assets were sold in the second quarter of 2004.

Results of Operations — Six Months of 2005 and 2004 Compared
Revenues

     Net operating revenues increased from $50.4 million in the first six months of 2004 to $52.5 million in the first six months of 2005. The increase was due to higher oil and gas sales revenues of $2.1 million.

     Gas volumes sold were 7.2 Bcf in the first six months of 2005, which was a decrease of 487 Mmcf (6%) compared to the first six months of 2004. This decrease in gas volumes sold resulted in a decrease in gas sales revenues of approximately $2.5 million. Oil volumes sold decreased approximately 12,000 Bbls (6%) from 189,000 Bbls in the first six months of 2004 to 177,000 Bbls in the first six months of 2005 resulting in a decrease in oil sales revenues of approximately $370,000. The lower oil and gas sales volumes are primarily due to normal production declines partially offset by production from new wells drilled during 2004 and 2005.

     The average price realized for our natural gas increased $0.64 per Mcf from $5.07 in the first six

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months of 2004 to $5.71 per Mcf in the first six months of 2005, which increased gas sales revenues by approximately $4.6 million. As a result of our hedging activities, gas sales revenues were decreased by $8.2 million ($1.14 per Mcf) in the first six months of 2005 and decreased by $8.4 million ($1.10 per Mcf) in the first six months of 2004. The average price realized for our oil increased from $33.46 per Bbl in the first six months of 2004 to $35.25 per Bbl in the first six months of 2005, which increased oil sales revenues by approximately $320,000. As a result of our hedging activities, oil sales revenues were decreased by approximately $2.3 million ($12.96 per Bbl) in the first six months of 2005.

     The operating margin from oil and gas sales on a per unit basis increased from $3.74 per Mcfe in the first six months of 2004 to $4.25 per Mcfe in the first six months of 2005. The average price increased $0.64 per Mcfe which was partially offset by an increase in production expense of $0.06 per Mcfe and an increase in production taxes of $0.03 per Mcfe in the first six months of 2005 compared to the first six months of 2004.

     The decrease in gas gathering and marketing revenues was due to a $106,000 decrease in gas marketing revenues partially offset by a $69,000 increase in gas gathering revenues.

Costs and Expenses

     Production expense was $11.0 million in the first six months of 2004 and $10.8 million in the first six months of 2005. The average production cost increased from $1.24 per Mcfe in the first six months of 2004 to $1.30 per Mcfe in the first six months of 2005. The per unit increase was due to the lower volumes discussed above.

     Production taxes increased $195,000 from $1.3 million in the first six months of 2004 to $1.5 million in the first six months of 2005. Average per unit production taxes increased from $0.15 per Mcfe in the first six months of 2004 to $0.18 per Mcfe in the first six months of 2005. The increased production taxes are primarily due to higher oil and gas prices in Michigan, where production taxes are based on a percentage of revenues, excluding the effects of hedging.

     Exploration expense decreased $782,000 (29%) from $2.7 million in the first six months of 2004 to $1.9 million in the first six months of 2005. This decrease is primarily due to lower expired lease expense and decreases in employment and compensation related expense.

     General and administrative expense increased $717,000 (29%) from $2.5 million in the first six months of 2004 to $3.2 million in the first six months of 2005 primarily due to $489,000 related to severance agreements with two former executives in the first quarter of 2005, an increase of $603,000 in audit and legal services related to our public filings and Sarbanes-Oxley efforts partially offset by $296,000 of non-cash stock-based compensation expense in the first six months of 2004 to reflect the increased value of the predecessor company’s stock.

     Depreciation, depletion and amortization increased by $7.9 million from $9.1 million in the first six months of 2004 to $17.0 million in the first six months of 2005. This increase was primarily due to an increase in depletion expense. Depletion expense increased $8.3 million (113%) from $7.4 million in the first six months of 2004 to $15.7 million in the first six months of 2005 primarily due to a higher depletion rate per Mcfe. Depletion per Mcfe increased from $0.83 per Mcfe in the first six months of 2004 to $1.90 per Mcfe in the first six months of 2005, primarily due to a higher cost basis resulting from purchase accounting for the Merger.

     Derivative fair value (gain) loss was a gain of $321,000 in the first six months of 2004 compared to a loss of $6.1 million in the first six months of 2005. The derivative fair value (gain) loss reflects the

15

changes in fair value of certain derivative instruments that are not designated or do not qualify as cash flow hedges and $3.7 million related to the ineffective portion of crude oil swaps qualifying for hedge accounting which was recorded in the first six months of 2005.

     Interest expense decreased $409,000 from $12.2 million in the first six months of 2004 to $11.8 million in the first six months of 2005. This decrease was due to lower blended interest rates partially offset by an increase in average outstanding borrowings.

     Income tax was a benefit of $3.0 million for the first six months of 2005 compared to income tax expense of $2.6 million for the first six months of 2004. The decrease is primarily related to a decrease in income from continuing operations before income taxes and as a result of changes in the Ohio tax law. On June 30, 2005 the State of Ohio enacted new tax legislation that will result in the elimination of the income and franchise tax over a four year period and it will be replaced with a gross receipts based tax. As a result of the new tax structure we recorded a tax benefit of $1.1 million to adjust the recorded deferred tax account balances for Ohio during the second quarter of 2005.

     Discontinued operations relating to the TBR and Arrow asset sales resulted in a gain, net of tax, of $28.6 million in the first six months of 2004. The TBR and Arrow assets were sold in the second quarter of 2004.

Liquidity and Capital Resources

Cash Flows

     The primary sources of cash in the six-month period ended June 30, 2005 have been funds generated from operations. Funds used during this period were primarily used for operations, exploration and development expenditures and interest expense. Our liquidity and capital resources are closely related to and dependent upon the current prices paid for our oil and natural gas.

     Our operating activities provided cash flows of $19.7 million during the first six months of 2005 compared to $15.9 million in the first six months of 2004. The increase was primarily due to higher oil and gas margins (net of hedging) of $2.1 million and changes in working capital items of $5.3 million partially offset by a $3.5 million increase in cash settlements of derivative instruments that do not qualify as cash flow hedges in derivative fair value (gain) loss.

     Our investing activities used cash flows of $16.8 million during the first six months of 2005 compared to $52.0 million provided in the first six months of 2004. In the first six months of 2004 the TBR and Arrow asset sales provided cash flows of $72.7 million. In the first six months of 2005 capital expenditures decreased $3.3 million, exploration expense decreased $2.2 million and the change in other assets decreased $1.2 million compared to the first six months of 2004.

     Cash flows used in financing activities decreased $23.2 million in the first six months of 2005 primarily due to lower debt repayment during the first six months of 2005.

     Our current ratio at June 30, 2005 was 0.81 to 1. During the first six months of 2005, the working capital from continuing operations decreased $8.9 million from a deficit of $3.2 million at December 31, 2004 to a deficit of $12.1 million at June 30, 2005. The decrease was primarily due to a $13.4 million increase in the current liability for the fair value of derivatives and a $3.2 million decrease in accounts receivable partially offset by a $4.3 million increase in the deferred income taxes asset and a $2.4 million increase in cash and cash equivalents.

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Capital Expenditures

     During the first six months of 2005, we spent approximately $13.0 million, including exploratory dry hole expense, on our drilling activities and other capital expenditures. In the first six months of 2005, we drilled 58 gross (55.8 net) development wells, all of which have been or are expected to be successfully completed as producers in the target formation. This cost excludes approximately $500,000 related to wells in progress as of June 30, 2005, including approximately $220,000 to drill 2 gross (1.5 net) exploratory Trenton Black River wells in Ohio during the second quarter. If these wells are determined to be dry holes, their cost will be charged to exploration expense in subsequent periods.

     We currently expect to spend approximately $36 million during 2005 on our drilling activities, including exploratory dry hole expense, and other capital expenditures. We intend to finance our planned capital expenditures through our cash on hand, available cash flow, borrowings under our revolving credit facility and, to a lesser extent, the sale of non-strategic assets. At June 30, 2005, we had cash of $20.8 million and approximately $13.8 million available under our revolving facility. The level of our future cash flow will depend on a number of factors including the demand for and price levels of oil and gas, the scope and success of our drilling activities and our ability to acquire additional producing properties. There can be no assurance that the future drilling of our proved undeveloped locations will provide adequate liquidity in the future.

     At June 30, 2005, we had a $170 million credit facility comprised of: a seven year $100 million term facility; a six year $30 million revolving facility for working capital requirements and general corporate purposes, including the issuance of letters of credit; and a six year $40 million letter of credit facility that may be used only to provide credit support for our obligations under the hedge agreement and other hedge transactions. At June 30, 2005, the interest rate under our base rate option was 8.00%. Under our three month LIBOR option the rate was 6.21%. At June 30, 2005, we had $56.2 million of outstanding letters of credit. At June 30, 2005, there was no outstanding balance under the revolving credit agreement. Under the term facility the outstanding balance was $89 million. We had $13.8 million of borrowing capacity under our revolving facility available for general corporate purposes. As of June 30, 2005, we were in compliance with all financial covenants and requirements under the existing credit facilities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Among other risks, we are exposed to interest rate and commodity price risks.

     The interest rate risk relates to existing debt under our revolving facility as well as any new debt financing needed to fund capital requirements. We may manage our interest rate risk through the use of interest rate swaps to hedge the interest rate exposure associated with the credit agreement, whereby a portion of our floating rate exposure is exchanged for a fixed interest rate. A portion of our long-term debt consists of senior secured notes where the interest component is fixed. We had no derivative financial instruments for managing interest rate risks in place as of June 30, 2005 or 2004. If market interest rates for short-term borrowings increased 1%, the increase in interest expense in the second quarter would be approximately $223,000. This sensitivity analysis is based on our financial structure at June 30, 2005.

     The commodity price risk relates to natural gas and crude oil produced, held in storage and marketed. Our financial results can be significantly impacted as commodity prices fluctuate widely in response to changing market forces. From time to time, we may enter into a combination of futures contracts, commodity derivatives and fixed-price physical contracts to manage our exposure to commodity price volatility. We employ a policy of partially hedging oil production sold locally at a

17

posted price and gas production sold under NYMEX-based contracts by selling NYMEX-based commodity derivative contracts which are placed with major financial institutions that we believe are minimal credit risks. Historically, there has been a high correlation between the posted price and NYMEX. The contracts may take the form of futures contracts, swaps or options. If NYMEX gas prices decreased $0.50 per Mcf, our gas sales revenues for the quarter would decrease by $324,000, after considering the effects of the hedging contracts in place at June 30, 2005. If the price of crude oil decreased $3.00 per Bbl, oil sales revenues for the quarter would decrease by $82,000, after considering the effects of the hedging contracts in place at June 30, 2005. We had net pre-tax losses on our hedging activities of $5.8 million in the first six months of 2005 and $4.9 million in the first six months of 2004. At June 30, 2005, we had hedges on a portion of our oil and gas production for the remainder of 2005 through 2013. This sensitivity analysis is based on our 2005 oil and gas sales volumes and assumes the NYMEX gas price would be above the ceiling in 2005 listed in the table below.

     The following table reflects the natural gas and crude oil volumes and the weighted average prices under financial hedges (including settled hedges) at July 31, 2005:

	Natural Gas Swaps				Natural Gas Collars				Crude Oil Swaps
			NYMEX				NYMEX Price
			Price per				per Mmbtu		Estimated		NYMEX
Quarter Ending	Bbtu		Mmbtu		Bbtu		Floor/Cap (1)		Mbbls		Price per Bbl
September 30, 2005		1,500	$	3.70		1,500	$	4.00-5.32		67	$	33.72
December 31, 2005		1,500		3.70		1,500		4.00 - 5.32		67		33.31
		3,000	$	3.70		3,000	$	4.00-5.32		134	$	33.52
March 31, 2006		2,829	$	6.14						63	$	32.71
June 30, 2006		2,829		5.24						62		32.35
September 30, 2006		2,829		5.22						62		32.02
December 31, 2006		2,829		5.39						62		31.71
		11,316	$	5.50						249	$	32.20
Year Ending
December 31, 2007		10,745	$	4.97						227	$	30.91
December 31, 2008		10,126		4.64						208		29.96
December 31, 2009		9,529		4.43						191		29.34
December 31, 2010		8,938		4.28						175		28.86
December 31, 2011		8,231		4.19						157		28.77
December 31, 2012		7,005		4.09						138		28.70
December 31, 2013		6,528		4.04						127		28.70

Bbl — Barrel	Mmbtu — Million British thermal units
Mbbls — Thousand barrels	Bbtu — Billion British thermal units

⁽¹⁾ The NYMEX price per Mmbtu floor/cap for the natural gas collars in 2005 assume the monthly NYMEX settles at $3.10 per Mmbtu or higher. If the monthly NYMEX settles at less than $3.10 per Mmbtu then the NYMEX price per Mmbtu will be the NYMEX settle plus $0.90.

     The proximity of our properties in the Appalachian and Michigan Basins to large commercial and industrial natural gas markets has generally resulted in premium wellhead gas prices compared with the prices of NYMEX futures contracts for gas delivered at the Henry Hub in Louisiana. Monthly spot natural gas prices in our market areas are typically $0.15 to $0.60 higher per Mcf than comparable NYMEX prices. Our average price received for crude oil is typically $3.00 to $3.50 per barrel below the NYMEX price per barrel.

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Item 4. Controls and Procedures

     As of the end of the quarterly period ended June 30, 2005, James A. Winne III, our Chief Executive Officer, and Robert W. Peshek, our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon and as of the date of the evaluation, our Chief Executive Officer and our Chief Financial Officer believe that:

• our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and

• our disclosure controls and procedures were effective in ensuring that material information required to be disclosed by us in the report we file or submit under the Securities Exchange Act of 1934 was accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Controls Over Financial Reporting

     There has not been any change in our internal control over financial reporting that occurred during our quarterly period ended June 30, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II     OTHER INFORMATION

Item 1. Legal Proceedings.

     In April 2002, we were notified of a claim by an overriding royalty owner in Michigan alleging the underpayment of royalties resulting from disputes as to the interpretation of the terms of several farmout agreements. On July 6, 2004, a suit was filed in Otsego County, Michigan by the successor in interest to these royalty interests, alleging substantially the same underpayments. In April 2005, we entered into a settlement agreement that provided for a payment to the royalty owner of an amount approximately equal to the amount accrued at March 31, 2005 and an increase in the future overriding royalty percentage in several wells. The result had no material adverse effect on our financial position, results of operations or cash flows.

Item 4. Submission of Matters to a Vote of Security Holders.

     On June 14, 2005, Capital C approved by written consent in lieu of an annual meeting (i) the increase of the number of directors constituting our Board from seven to eight, (ii) the re-election of Gregory A. Beard, Michael Becci, Michael B. Hoffman, Pierre F. Lapeyre, Jr., David M. Leuschen, Morris B. “Sam” Smith and James A. Winne III to the Board and (iii) the election of Stewart “Chip” Cureton, Jr. as a new non-employee member of the Board of Directors. Mr. Cureton will receive compensation of $40,000 per year and a Board meeting fee of $2,000 per meeting. Mr. Cureton is a limited partner of Capital C Energy Partners, L.P., which owns a minority interest in Capital C.

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Item 6. Exhibits.

(a) Exhibits

3.1*	Amended and Restated Articles of Incorporation of Belden & Blake Corporation (fka Belden & Blake Energy Corporation).
3.2*	Amended and Restated Code of Regulations of Belden & Blake Corporation.
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 1934.
31.2*	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 1934.
32.1*	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.

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SIGNATURES

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

	BELDEN & BLAKE CORPORATION
Date:  August 11, 2005	By:	/s/ James A. Winne III
		James A. Winne III, Chief Executive Officer,
		Chairman of the Board of Directors and Director
Date:  August 11, 2005	By:	/s/ Robert W. Peshek
		Robert W. Peshek, Senior Vice President
		and Chief Financial Officer

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BELDEN & BLAKE CORPORATION

     FIRST: The name of the corporation is Belden & Blake Corporation.

     SECOND: The place in the State of Ohio where the principal office of the corporation is located is in the City of Green, County of Summit.

     THIRD: The purposes of the corporation are as follows: to engage in any lawful act, activity or business not contrary to and for which a corporation may be formed under the laws of the State of Ohio, and to have and exercise all powers, rights, and privileges conferred by the laws of Ohio on corporations, including, but not limited to, buying, leasing or otherwise acquiring and holding, using or otherwise enjoying and selling, leasing or otherwise disposing of any interest in any property, real or personal, of whatever nature and wheresoever situated, and buying and selling stocks, bonds, or any other security of any issuer as the corporation by action of its Board of Directors may, at any time and from time to time, deem advisable.

     FOURTH: The number of shares which the corporation is authorized to have outstanding is 3,000, all of which are common shares, each with no par value.

     FIFTH: No person shall be disqualified from being a director of the corporation because he or she is or may be a party to, and no director of the corporation shall be disqualified from entering into, any contract or other transaction to which the corporation is or may be a party. No contract or other transaction shall be void or voidable for reason that any director or officer or other agent of the corporation is a party thereto, or otherwise has any direct or indirect interest in such contract or transaction or in any other party thereto, or for reason that any interested director or officer or other agent of the corporation authorizes or participates in authorization of such contract or transaction, (a) if the material facts as to such interest are disclosed or are otherwise known to the Board of Directors or applicable committee of directors at the time the contract or transaction is authorized, and at least a majority of the disinterested directors or disinterested members of the committee vote for or otherwise take action

1

authorizing such contract or transaction, even though such disinterested directors or members are less than a quorum, or (b) if the contract or transaction (i) is not less favorable to the corporation than an arm’s length contract or transaction in which no director or officer or other agent of the corporation has any interest or (ii) is otherwise fair to the corporation as of the time it is authorized. Any interested director may be counted in determining the presence of a quorum at any meeting of the Board of Directors or any committee thereof which authorizes the contract or transaction.

     SIXTH: The corporation by its Board of Directors is authorized, except to the extent prohibited by law, to repurchase, redeem or otherwise acquire, from time to time at any time, shares of any class of capital stock issued by it.

     SEVENTH: None of the provisions of Section 1701.831 of the Ohio Revised Code, relating to control share acquisitions, shall be applicable to the Corporation.

     These Amended and Restated Articles of Incorporation shall supercede and take the place of the existing articles of incorporation and all amendments thereto.

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EX-3.2

Exhibit 3.2

BELDEN & BLAKE CORPORATION

AMENDED AND RESTATED CODE OF REGULATIONS

PREAMBLE

     These Regulations of Belden & Blake Corporation, an Ohio corporation (the “Corporation”), are subject to, and governed by, the Ohio General Corporation Law and the Articles of Incorporation of the Corporation (as amended from time to time in accordance with the terms thereof, the “Articles of Incorporation”). In the event of a direct conflict between the provisions of these Regulations and the mandatory provisions of the Ohio General Corporation Law or the provisions of the Articles of Incorporation, such provisions of the Ohio General Corporation Law and/or the Articles of Incorporation, as the case may be, shall be controlling. These Regulations were adopted by the sole stockholder of the Corporation on June 14, 2005.

ARTICLE I
MEETINGS OF SHAREHOLDERS

     1.1     Annual Meetings. The annual meeting of shareholders for the election of Directors, the consideration of reports to be laid before the meeting and the transaction of such other business as may properly be brought before the meeting shall be held on the date and at the time designated by the Directors or, in the absence of such designation, at 10:00 o’clock a.m. on the first Monday of the fourth month following the close of the Corporation’s fiscal year. At the annual meeting of shareholders, the Corporation shall lay before the shareholders a financial statement in the form required by law.

     1.2     Special Meetings. Special meetings of shareholders may be called by (a) the Chairman of the Board, if any, (b) the President (or, in the case of the President’s absence, death or disability, the Vice President authorized to exercise the authority of the President, if any), (c) the Directors acting at a meeting, (d) a majority of the Directors acting without a meeting, or (e) the holders of at least 25% of all shares outstanding and entitled to vote at the meeting.

     1.3     Place of Meetings. Meetings of shareholders shall be held at the principal office of the Corporation unless the person(s) calling such meeting shall determine that the meeting shall be held at some other place within or without the State of Ohio and cause such place to be specified in the notice of the meeting. The Directors may authorize shareholders and proxyholders who are not physically present at a meeting of shareholders to attend such meeting by use of communications equipment that enables the shareholder or proxyholder to participate in the meeting and vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting and to speak or otherwise participate in the proceedings contemporaneously with those physically present. The Directors may determine that the meeting shall not be held at any physical place, but instead shall be held solely by means of communications equipment. Any shareholder using communications equipment will be deemed present in person at the meeting.

     1.4     Notice of Meeting; Waiver of Notice.

     (a)     A written notice of each annual or special meeting of shareholders, stating the time, place (if any), and purposes of the meeting, shall be given (i) by or at the direction of the President, the Secretary or any other person required or permitted to give such notice, (ii) not less than seven nor more than sixty days before the meeting, (iii) by personal delivery, mail, overnight delivery service or any other means of communication authorized by the shareholder to whom notice is given, and (iv) to each shareholder who is entitled to notice of the meeting and who is a shareholder of record as of the day preceding the date on which notice is given (or as of such other record date as may be fixed by the Directors). If mailed or sent by overnight delivery service, the notice shall be sent to the shareholder at the address of such shareholder as it appears on the records of the Corporation. If sent by another means of communication authorized by the shareholder, the notice shall be sent to the address furnished by the shareholder for such communications.

     (b)     Upon request in writing, delivered either in person or by registered or certified mail to the President or the Secretary, by any person(s) entitled to call a meeting of shareholders, the officer receiving such request shall forthwith cause notice of a meeting, to be held on the date as such officer may fix (not less than seven nor more than sixty days after the receipt of such request), to be given to each shareholder who is entitled to receive notice. If the notice is not given within fifteen days after the delivery or mailing of the request, the person(s) calling the meeting may fix the time of meeting and give notice as provided in Section 1.4(a), or cause the notice to be given by any designated representative.

     (c)     Notice of the time, place (if any), and purposes of any meeting of shareholders, whether required by law, the Articles of Incorporation or these Regulations, may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filed with or entered upon the records of the meeting. The attendance of any shareholder at any meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by the shareholder of notice of the meeting.

     1.5     Quorum; Adjournment; Action by Shareholders.

     (a)     Except as otherwise required by law, by the Articles of Incorporation or by these Regulations, the presence, in person or by proxy, of shareholders holding a majority of the stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the shareholders. In case a quorum shall not be present at any meeting, a majority in interest of the shareholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed, but only those shareholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

     (b)     The holders of a majority of the voting shares represented at a meeting may adjourn the meeting from time to time whether or not a quorum is present. Notice of the

adjournment of a meeting need not be given if the time and place (if any) to which it is adjourned, and the means, if any, by which shareholders can be present and vote through the use of communications equipment, are fixed and announced at the meeting.

     (c)     At any meeting at which a quorum is present, all matters that come before the meeting shall be determined by the vote of the holders of a majority of the voting shares present at the meeting in person, by proxy or by the use of communications equipment, except when a different proportion is required by law, by the Articles of Incorporation or by these Regulations.

     1.6     Action Without a Meeting. Except as otherwise provided in Article IX of these Regulations, any action that may be authorized or taken at a meeting of shareholders may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, which writing or writings shall be filed with or entered upon the records of the Corporation.

     1.7     Proxies.

     (a)     A person who is entitled to attend a meeting of the shareholders, to vote at a meeting of the shareholders, or to execute consents, waivers, or releases, may be represented at such meeting and/or may vote at such meeting, may execute consents, waivers, and releases, and may exercise any of such person’s other rights, by proxy or proxies appointed by a writing signed by such person. No appointment of a proxy shall be valid after the expiration of eleven months after it is made unless the writing specifies the date on which it is to expire or the length of time it is to continue in force.

     (b)     Every appointment of a proxy shall be revocable unless (except to the extent otherwise provided by law) such appointment is coupled with an interest. Without affecting any vote previously taken, the person appointing a proxy may revoke a revocable appointment by a later appointment received by the Corporation or by giving notice of revocation to the Corporation in writing or in open meeting. The presence at a meeting of the person appointing a proxy does not revoke the appointment.

     1.8     Shareholder List. Upon request of any shareholder at any meeting of shareholders, the Corporation shall produce at such meeting an alphabetically arranged list, or classified lists, of the shareholders of record as of the applicable record date, who are entitled to vote, showing their respective addresses and the number and class of shares held by each.

ARTICLE II
DIRECTORS

     2.1     Number of Directors. Until changed in accordance with the provisions of this section, the number of Directors of the Corporation shall be fixed at eight. The number of Directors of the Corporation may be changed at any meeting of shareholders called for the purpose of electing Directors at which a quorum is present, by the affirmative vote of the holders of a majority of the voting shares of the Corporation present at the meeting in person, by proxy or by the use of communications equipment.

     2.2     Election and Term of Office; Resignations. Only persons nominated at a meeting of shareholders at which Directors are to be elected are eligible for election as Directors. At all elections of Directors, the candidates receiving the greatest number of votes shall be elected. Each Director shall hold office until the annual meeting of shareholders next succeeding the Director’s election and until the Director’s successor is elected, or until the Director’s earlier death, resignation or removal. Any Director may resign at any time by oral statement to that effect made at a meeting of the Directors or by a writing to that effect delivered to the Secretary. A Director’s resignation will take effect immediately or at such other time as the Director may specify.

     2.3     Removal from Office. The Directors may remove any Director and thereby create a vacancy if (a) by order of a court the Director has been found to be of unsound mind, (b) the Director is adjudicated a bankrupt, or (c) within sixty days from the date of the election of such Director the Director does not qualify by accepting in writing the election or by acting at a meeting of the Directors. Additionally, all the Directors or any individual Director may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power of the Corporation entitling them to elect Directors in place of those to be removed; provided, however, that unless all the Directors are removed, no individual Director may be removed if the votes of a sufficient number of shares are cast against such Director’s removal that, if cumulatively voted at an election of all the Directors, would be sufficient to elect at least one Director. If a Director is removed by a vote of the shareholders, a new Director may be elected at the same meeting for the unexpired term.

     2.4     Vacancies. The office of a Director becomes vacant if the Director dies or resigns, or if the Director is removed and a Director is not elected to fill the unexpired term. A vacancy also exists if the Directors increase the authorized number of Directors, or if the shareholders increase the authorized number of Directors but fail at the meeting at which such increase is authorized, or an adjournment of that meeting, to elect the additional Directors for which provision is made, or if the shareholders fail at any time to elect the whole authorized number of Directors. The remaining Directors, though less than a majority of the whole authorized number of Directors, may, by the vote of a majority of their number, fill any vacancy for the unexpired term.

ARTICLE III
AUTHORITY, MEETINGS AND COMMITTEES OF THE DIRECTORS

     3.1     Authority of Directors. Except where the law, the Articles of Incorporation, or these Regulations require action to be authorized or taken by shareholders, all of the authority of the Corporation shall be exercised by or under the direction of the Directors.

     3.2     Meetings of the Directors.

     (a)     The Directors may provide, by by-law or resolution, for meetings of the Directors. Special meetings of the Directors also may be held at any time upon call of the Chairman of the Board, if any, by the President, or by a majority of the Directors.

     (b)     Meetings of the Directors shall be held at the principal office of the Corporation unless the Directors determine that a meeting shall be held at some other place within or without the State of Ohio and cause the notice thereof to so state. Meetings of the Directors, or of any committee of the Directors, may be held through any communications equipment if all persons participating can hear each other. Participation in a meeting through communications equipment shall constitute presence at the meeting.

     (c)     Except as otherwise provided in these Regulations, written notice of the time and place (if any) of each meeting of the Directors shall be given to each Director, either by personal delivery or by mail, telegram, cablegram, overnight delivery service, or by any other means of communication authorized by the Director, at least one day prior to the date of such meeting. The notice need not specify the purposes of the meeting and, unless otherwise specified in the notice, any business may be transacted at any meeting of the Directors. Notice of a meeting of the Directors may be waived in writing, either before or after the holding of the meeting, by any Director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any Director at any meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by the Director of notice of the meeting.

     3.3     Quorum; Adjournment; Action by Directors. A majority of’ the whole authorized number of Directors shall constitute a quorum for the transaction of business, except that a majority of the Directors then in office shall constitute a quorum for filling a vacancy among the Directors. Whether or not a quorum is present, a majority of the Directors present may adjourn the meeting from time to time. Notice of the adjournment of a meeting of Directors need not be given if the time and place (if any) to which the meeting is adjourned are fixed and announced at the meeting. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the board, unless the act of a greater number is required by law, the Articles of Incorporation, or these Regulations.

     3.4     Action Without a Meeting. Any action that may be authorized or taken at a meeting of the Directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the Directors, which writing or writings shall be filed with or entered upon the records of the Corporation.

     3.5     By-Laws. The Directors may adopt by-laws for their own government that are not inconsistent with law, the Articles of Incorporation, or these Regulations.

     3.6     Committees of the Directors.

     (a)     The Directors may create one or more committees of the Directors, each of which shall consist of not less than one Director, and may authorize the delegation to any such committee of any of the authority of the Directors, however conferred, other than the authority of filling vacancies among the Directors or in any committee of the, Directors. In creating any committee of the Directors, the Directors shall specify a designation by which it shall be known and shall fix its powers and authority.

     (b)     The Directors may appoint one or more Directors as alternate members of any committee of the Directors, who may take the place of any absent member(s) at any meeting of such committee.

     (c)     Each committee of the Directors shall serve at the pleasure of the Directors, shall act only in the intervals between meetings of the Directors, and shall be subject to the control and direction of the Directors.

     (d)     An act or authorization of an act by any committee of the Director within the authority delegated to it by the Directors shall be as effective for all purposes as the act or authorization of the Directors.

     (e)     Any committee of the Directors may act (i) by a majority of its members at a meeting or (ii) by a writing or writings signed by all of its members, which writing or writings shall be filed with or entered upon the records of the Corporation.

ARTICLE IV
OFFICERS

     4.1     Officers. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers (including, without limitation, a Chairman of the Board and one or more Vice Presidents) and assistant officers as the Directors may from time to time determine.

     4.2     Election and Term of Office. The officers shall be elected by the Directors. The Chairman of the Board, if one is elected, shall be a Director. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required to be executed, acknowledged, or verified by two or more officers. Each officer shall hold office for one year or until the officer’s earlier death, resignation, or removal. The Directors may remove any officer at any time, with or without cause. The Directors may fill any vacancy in any office occurring for whatever reason.

     4.3     Duties of Officers. Each officer and assistant officer shall have such duties as may be specified by law or as may be determined by the Directors from time to time. In addition to the foregoing, unless otherwise determined by the Directors, the following officers shall have the authority and shall perform the duties set forth below:

     (a)     Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Directors. The general authority of the Chairman of the Board to execute on behalf of the Corporation any contracts, notes, deeds, mortgages, agreements or other documents not requiring the specific approval of the Directors or the execution of which the Directors have not specifically delegated to another individual shall be coordinate with the authority of the President.

     (b)     President. The President shall preside at all meetings of the shareholders and at all meetings of the Directors, other than those meetings of the Directors at which the Chairman of the Board, if any, presides in accordance with the provisions of Section 4.3(a). Subject to direction of the Directors and to the delegation by the Directors to the Chairman of the Board of

specific or general executive supervision over the property, business, and affairs of the Corporation, the President shall have general executive supervision over the property, business, and affairs of the Corporation. The President may execute on behalf of the Corporation any contracts, notes, deeds, mortgages, agreements or other documents not requiring the specific approval of the Directors or the execution of which the Directors have not specifically delegated to another individual.

     (c)     Vice President. The Vice President, if any, shall perform all of the duties of the President in case of the President’s disability. The authority of the Vice President to execute on behalf of the Corporation any contracts, notes, deeds, mortgages, agreements and other documents not requiring the specific approval of the Directors or the execution of which the Directors have not specifically delegated to another individual shall be co-ordinate with the authority of the President. If more than one Vice President is elected, only the Vice President designated by the Directors shall (i) perform the duties of the President upon the President’s disability and (ii) have the authority to execute on behalf of the Corporation any contracts, notes, deeds, mortgages, agreements or other documents not requiring the specific approval of the Directors or the execution of which the Directors have not specifically delegated to another individual. If the Directors fail to make such a designation, the Vice President who has held the office of Vice President for the longest consecutive period immediately prior to the President’s disability shall perform the duties and have the authority described in the preceding sentence.

     (d)     Senior Vice President and Executive Vice President. Any Senior Vice President or Executive Vice President shall have such duties and authority as may be determined by the Directors from time to time.

     (e)     Secretary. The Secretary shall (i) keep the minutes of the meetings of the shareholders and the Directors (ii) keep such books and records as may be required by the Directors and (iii) give notices of meetings of the shareholders and the Directors required by law, these Regulations or otherwise. The Secretary shall also have the authority to execute Certificates attesting to action taken by the shareholders or Directors and to execute all documents requiring the Secretary’s signature.

     (f)     Treasurer. The Treasurer shall receive and have in his or her charge all money, bills, notes, bonds, securities of other corporations and similar property belonging to the Corporation, and shall do with, keep and secure this property as may be determined by the Directors. The Treasurer shall keep accurate financial accounts, hold records open for the inspection and examination of the Directors, and have the authority to execute all documents requiring the Treasurer’s signature.

ARTICLE V
TRANSACTIONS WITH DIRECTORS AND OFFICERS; COMPENSATION

     5.1     Certain Transactions.

     (a)     No contract, action, or transaction shall be void or voidable with respect to the Corporation for the reason that it is between or affects the Corporation and one or more of the Directors or officers, for the reason that it is between or affects the Corporation and any other

person in which one or more of the Directors or officers are directors, trustees, or officers, or have a financial or personal interest, or for the reason that one or more interested Directors or officers participate in or vote at the meeting of the Directors or a committee of the Directors that authorizes such contract, action, or transaction, if in any such case any of the following apply:

     (i)     The material facts as to the relationship or interest of such person(s) and as to the contract, action, or transaction are disclosed or are known to the Directors or the committee of the Directors, and the Directors or the committee of the Directors, in good faith reasonably justified by such facts, authorize(s) the contract, action, or transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors constitute less than a quorum of the Directors or the committee of the Directors;

     (ii)     The material facts as to the relationship or interest of such person(s) and as to the contract, action, or transaction are disclosed or are known to the shareholders entitled to vote thereon and the contract, action, or transaction is specifically approved at a meeting of the shareholders held for such purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation held by persons not interested in the contract, action, or transaction; or

     (iii)     The contract, action, or transaction is fair as to the Corporation as of the time it is authorized or approved by the Directors, a committee of the Directors, or the shareholders.

     (b)     Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Directors, or of a committee of the Directors, that authorizes the contract, action, or transaction. A Director is not an interested Director solely because the subject of the contract, action, or transaction may involve or affect a change in control of the Corporation or the continuation of the Director in office as a Director of the Corporation.

     5.2     Approval and Ratification of Acts of Directors and Officers. Except as otherwise provided by the Articles of Incorporation or by law, any contract, action, or transaction, prospective or past, of the Corporation, of the Directors, or of any Director or officer may he approved or ratified by the affirmative vote of the holders of a majority of the voting power of the Corporation not interested in the contract, action, or transaction, which approval or ratification shall be as valid and binding as though approved or ratified. by every shareholder of the Corporation.

     5.3     Compensation. The Directors, by the affirmative vote of a majority of those in office, and irrespective of any financial or personal interest of any of them, shall have authority to establish reasonable compensation, that may include pension, disability, and death benefits, for services to the Corporation by Directors and officers, or to delegate such authority to one or more officers or Directors.

ARTICLE VI
LIMITATION OF LIABILITY; INDEMNIFICATION

     6.1     Limitation of Liability.

     (a)     No person shall be found to have violated any duties to the Corporation as a Director of the Corporation in any action brought against the person (including actions involving or affecting (i) a change or potential change in control of the Corporation, (ii) a termination or potential termination of the person’s service to the Corporation as a Director, or (iii) the person’s service in any other position or relationship with the Corporation), unless it is proved by clear and convincing evidence that the person did not act in good faith, in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, or with the care that an ordinarily prudent person in a like position would use under similar circumstances.

     (b)     In performing any duties to the Corporation as a Director, the Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by (i) one or more Directors, officers, or employees of the Corporation who the Director reasonably believes are reliable and competent in the matters prepared or presented, (ii) counsel, public accountants, or other persons as to matters that the Director reasonably believes are within the person’s professional or expert competence, or (iii) a committee of the Directors upon which the Director does not serve, duly established in accordance with the provisions of these Regulations, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. A Director shall not be considered to be acting in good faith if the Director has knowledge concerning the matter in question that would cause reliance on information, opinions, reports, or statements that are prepared by the foregoing persons to be unwarranted.

     (c)     In determining what a Director reasonably believes to be in the best interests of the Corporation, the Director shall consider the interests of the shareholders and, in the Director’s discretion, may consider (i) the interests of the Corporation’s employees, suppliers, creditors, and customers, (ii) the economy of the state and nation, (iii) community and societal considerations, and (iv) the long-term as well as short-term interests of the Corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the Corporation.

     (d)     A Director shall be liable in damages for any action the Director takes or fails to take as a Director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that the action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation. Notwithstanding the foregoing, nothing contained in this paragraph (d) affects the liability of Directors under Section 1701.95 of the Ohio Revised Code or limits relief available under Section 1701.60 of the Ohio Revised Code.

     6.2     Indemnification. To the fullest extent not prohibited by applicable law, the Corporation shall indemnify each person who was or is a party or is threatened to be made a party to, or is or was involved or is threatened to be involved (as a deponent, witness or otherwise) in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrative, administrative or investigative (including, without limitation, any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation) (hereinafter a “Proceeding”), by reason of the fact that such person is or was a Director of the

Corporation or officer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise (hereinafter an “Indemnitee”), against all expenses (including, without limitation, attorneys’ fees, filing fees, court reporters’ fees, expert witnesses’ fees and transcript costs) (hereinafter “Expenses”), judgments, fines, excise taxes assessed with respect to an employee benefit plan, penalties and amounts paid in settlement (such judgments, fines, excise taxes, penalties and amounts paid in settlement are hereinafter referred to as “Liabilities”) actually and reasonably incurred by the Indemnitee in connection with any Proceeding, unless and only to the extent that it is determined, as provided in Section 6.5, that any such indemnification should be denied or limited. Notwithstanding the foregoing, except as to claims to enforce rights conferred on an Indemnitee by this Article VI that may be brought, initiated or otherwise asserted by the Indemnitee pursuant to Section 6.8, the Corporation shall not be required by this Section 6.2 to indemnify an Indemnitee in connection with any claim (including, without limitation, any original claim, counterclaim, cross-claim or third-party claim) in a Proceeding, which claim is brought, initiated or otherwise asserted by the Indemnitee, unless the bringing, initiation or assertion of the claim in the Proceeding by the Indemnitee was authorized or ratified by the Board of the Corporation.

     6.3     Court-Approved Indemnification. Anything contained in Section 6.2 to the contrary notwithstanding, the Corporation shall not indemnify an Indemnitee (a) in such Indemnitee’s capacity as a Director of the Corporation in respect of any claim, issue or matter asserted in a Proceeding by or in the right of the Corporation as to which the Indemnitee shall have been adjudged to be liable to the Corporation for an act or omission undertaken by such Indemnitee in such capacity with deliberate intent to cause injury to the Corporation or with reckless disregard for the best interests of the Corporation or (b) in any Proceeding by or in the right of the Corporation in which the only liability is asserted pursuant to Section 1701.95 of the Ohio Revised Code against the Indemnitee, unless and only to the extent that the court of common pleas in the county in Ohio in which the principal office of the Corporation is located or the court in which a Proceeding is brought (each, a “Designated Court”) shall determine, upon application of either the Indemnitee or the Corporation, that, despite the adjudication or assertion of such liability, and in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to such indemnity as the Designated Court shall deem proper. In the event of any such determination by the Designated Court, the Corporation shall timely pay any indemnification determined by the Designated Court to be proper as contemplated by this Section 6.3.

     6.4     Indemnification for Expenses When Successful on the Merits or Otherwise.

     (a)     Anything contained in this Article VI to the contrary notwithstanding, to the extent that an Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter asserted therein, the Indemnitee shall be promptly indemnified by the Corporation against all Expenses actually and reasonably incurred by Indemnitee in connection therewith.

     (b)     Without limiting the generality of the foregoing, an Indemnitee claiming indemnification under Section 6.4 shall be deemed to have been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter asserted therein, if such Proceeding shall be terminated as to such Indemnitee, with or without prejudice, without the entry of a judgment or order against the Indemnitee, without a conviction of the Indemnitee, without the imposition of a fine or penalty upon the Indemnitee, and without the Indemnitee’s payment or agreement to pay any other Liability (whether or not any such termination is based upon a judicial or other determination of lack of merit of the claims made against the Indemnitee or otherwise results in a vindication of the Indemnitee).

     6.5     Determination.

     (a)     Any indemnification covered by Section 6.2 and that is not precluded by Section 6.3 shall be timely paid by the Corporation unless and only to the extent that a determination is made that such indemnification shall be denied or limited because (i) the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, the Indemnitee had reasonable cause to believe that such Indemnitee’s conduct was unlawful, or (ii) the Indemnitee did not actually or reasonably incur an Expense or Liability to be indemnified.

     (b)     Any indemnification covered by Section 6.4 shall be timely paid by the Corporation unless and only to the extent that a determination is made that such indemnification shall be denied or limited because the Indemnitee did not actually or reasonably incur the Expense to be indemnified.

     (c)     Each determination required or permitted by this Section 6.5 may be made only by a Designated Court.

     6.6     Presumptions. Upon making any request for indemnification under this Article VI, the Indemnitee shall be presumed to be entitled to indemnification under this Article VI, and the Corporation shall have the burden of proof in the making of any determination contrary to such presumption by clear and convincing evidence. Without limiting the generality of the foregoing, for purposes of this Article VI, it shall be presumed that (a) the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, (b) with respect to any criminal Proceeding, the Indemnitee had no reasonable cause to believe that such Indemnitee’s conduct was unlawful and (c) each Liability and Expense for which indemnification is claimed was actually and reasonably incurred by the Indemnitee. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of non contendere or its equivalent, shall not, of itself, rebut any such presumption.

     6.7     Advances for Expenses. The Expenses incurred by an Indemnitee in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding at the request of the Indemnitee within thirty days after the receipt by the Corporation of a written statement or statements from the Indemnitee requesting such advance or advances from time to time. Such statement or statements shall reasonably evidence the Expenses incurred by the Indemnitee in connection with the defense of the Proceeding and shall

include or be accompanied by a written undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation in respect of such Expense.

     6.8     Right of Indemnitee to Bring Suit. If (a) a claim for indemnification under this Article VI is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation or (b) a claim for advancement of Expenses under Section 6.7 is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the Indemnitee shall be entitled to be indemnified for all the Expenses actually and reasonably incurred by the Indemnitee in prosecuting such claim in enforcing the Indemnitee’s rights under this Article VI.

     6.9     Nonexclusivity. The indemnification provided by this Article VI shall not be exclusive of, and shall be in addition to, any other rights to which any person seeking indemnification may be entitled under the articles, the regulations, any agreement, a vote of shareholders or disinterested Directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, trustee, partner, member or manager and shall inure to the benefit of the heirs, executors and administrators of such a person.

     6.10     Insurance. The Corporation may purchase and maintain insurance, or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, for or on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, trustee, officer, employee, partner, member, manager or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the obligation or the power to indemnify such person against such liability under the provisions of this Article VI. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.

     6.11     Venue; Jurisdiction.

     (a)     Any action, suit or proceeding to determine a right to indemnification under this Article VI may be maintained by an Indemnitee claiming such indemnification or by the Corporation only in a Designated Court. Each of the Corporation and, by claiming or accepting such indemnification, any such Indemnitee consents to the exercise of jurisdiction by a Designated Court in any such action, suit or proceeding.

     (b)     Any action, suit or proceeding to determine (i) the obligation of an Indemnitee under this Article VI to repay any Expenses previously advanced by the Corporation or (ii) the obligation of the Corporation under this Article VI to advance any Expenses may be maintained by the Corporation or by such Indemnitee only in a Designated Court. Each of the Corporation and, by claiming or accepting such advancements, any such Indemnitee consents to the exercise of jurisdiction by a Designated Court in any such action, suit or proceeding.

     6.12     References. As used in Sections 6.2 through 6.11, references to the Corporation include all constituent entities in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director or officer of such a constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand in the same position under these sections with respect to the new or surviving corporation as such person would if such person had served the new or surviving corporation in the same capacity.

ARTICLE VII
CERTIFICATE FOR SHARES

     7.1     Form of Certificates; Signatures. Each holder of shares shall be entitled to one or more certificates, in the form approved by the Directors, signed by the Chairman of the Board, the President, or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer, which shall certify the number and class of shares of the Corporation held by the shareholder, but no certificate for shares shall be executed or delivered until the shares are fully paid. When the certificate is countersigned by an incorporated transfer agent or registrar, the signature of any of those officers of the Corporation may be facsimile, engraved, stamped, or printed. Although any officer of the Corporation whose manual or facsimile signature is affixed to the certificate ceases to hold such office before the certificate is delivered, the certificate nevertheless shall be effective in all respects when delivered.

     7.2     Uncertificated Shares. The Directors may provide by resolution that some or all of any or all classes and series of shares of the Corporation shall be uncertificated shares, provided that the resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the Corporation and that the resolution shall not apply to a certificated security issued in exchange for an uncertificated security. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner of such shares a written notice containing the information required to be set forth or stated on certificates pursuant to division (A) of section 1701.25 of the Ohio Revised Code.

     7.3     Transfer Agents and Registrars. The Corporation may open transfer books in any state for the purpose of transferring shares issued by it, and it may employ agents to keep the records of its shares, or to transfer or to register shares, or both, in any state. If no such transfer agent is appointed by the Corporation to act in the State of Ohio, the Corporation shall keep an office in the State of Ohio at which shares are transferable, and at which the Corporation keeps books in which are recorded the names and addresses of all shareholders and all transfers of shares.

ARTICLE VIII
OTHER MATTERS

     8.1     Computation of Time for Notice. In computing the period of time for giving notice for any purposes under these Regulations, the day on which the notice is given shall be excluded and the day when the act for which notice is given is to be done shall be included. Notice given by mail shall be deemed to have been given when deposited in the mail.

     8.2     Authority to Transfer and Vote Securities. Each officer of the Corporation is authorized to sign the name of the Corporation and to perform all acts necessary to effect on behalf of the Corporation a sale, transfer, assignment, or other disposition of any shares, bonds, other evidences of indebtedness or obligations, subscription rights, warrants, or other securities of another corporation and to issue the necessary powers of attorney. Each officer is authorized, on behalf of the Corporation, to vote the securities, to appoint proxies with respect thereto, to execute consents, waivers, and releases with respect ‘thereto, or to cause any such action to be taken.

     8.3     Corporate Seal. The Corporation may adopt a seal, as determined by the Directors, which seal of the Corporation shall be circular in form and shall contain the word “seal”; provided, however, that the failure to affix the corporate seal shall not affect the validity of any instrument.

     8.4     Books and Records. The Corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, shareholders, Directors and committees of the Directors, and records of its shareholders showing their names and addresses and the number and class of shares issued or transferred of record to or by them from time to time.

     8.5     Fiscal Year. The fiscal year of the Corporation shall be such as established from time to time by the Board.

     8.6     Resignations. Any Director, member of a committee or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Corporation’s President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

     8.7     Facsimile Signatures. In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these Regulations, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board.

ARTICLE IX
AMENDMENTS

     These Regulations may be amended or repealed, or new Regulations may be adopted, (i) at any meeting of shareholders called for that purpose by the affirmative vote of the holders of record of shares entitling them to exercise a majority of the voting power of the Corporation on such proposal or (ii) without a meeting, by the written consent of the holders of record of shares entitling them to exercise a majority of the voting power of the Corporation on such proposal. If the Regulations are amended or repealed, or new Regulations are adopted, without a meeting of the shareholders, the Secretary shall mail a copy of the amendment or the new Regulations to each shareholder who would have been entitled to vote thereon but did not participate in the adoption thereof.

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James A. Winne III, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2005 of Belden & Blake Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2005	By:	/s/ James A. Winne III
		James A. Winne III, Chief Executive Officer, Chairman of the Board of Directors and Director

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert W. Peshek, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended June 30, 2005 of Belden & Blake Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2005	By:	/s/ Robert W. Peshek
		Robert W. Peshek, Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Belden & Blake Corporation (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the knowledge of the undersigned:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 11, 2005	By:	/s/ James A. Winne III
		James A. Winne III, Chief Executive Officer, Chairman of the Board of Directors and Director

This certification accompanies the Form 10-Q and shall not be treated as having been filed as part of the Form 10-Q.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Belden & Blake Corporation (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the knowledge of the undersigned:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 11, 2005	By:	/s/ Robert W. Peshek
		Robert W. Peshek, Senior Vice President and Chief Financial Officer

This certification accompanies the Form 10-Q and shall not be treated as having been filed as part of the Form 10-Q.