EXHIBIT 23.4

                      CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-4 of Carbon Energy Corporation of our report
dated February 16, 1999 relating to the financial statements of CEC Resources
Ltd., which appears in such Prospectus. We also consent to the reference to us
under the heading "Experts" in such Prospectus.




                                            PRICEWATERHOUSECOOPERS, LLP
                                            Calgary, Canada
                                            October 26, 1999