SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report
(Date of earliest event reported)

February 28, 2001

Key Production Company, Inc.
(Exact name of registrant as specified in its charter)


Delaware                   001-11769                 84-1089744
(State of incorporation) (Commission file number)  (IRS Employer
                                                   Identification No.)

707 Seventeenth Street, Suite 3300  Denver, Colorado        80202-3404
(Address of principal executive offices)                    (Zip Code)

303/295-3995
(Registrant's telephone number)

Not Applicable
(Former name and address)



 ITEM 5.  OTHER EVENTS

Key Production Company, Inc. (NYSE:KP) announced its fourth quarter earnings by
press release on February 28, 2001. A copy of the press release is attached
hereto as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     c.  Exhibits

Exhibit No.        Description
- -----------        ------------------
99.1               Press Release


SIGNATURES

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

Date: February 28, 2001         KEY PRODUCTION COMPANY, INC.

                               By:  /s/ Paul J. Korus
                                        Paul J. Korus
                                        Chief Financial Officer



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