As filed with the Securities and Exchange Commission on January 9, 1998 Registration No. 33-80392 ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ AMENDMENT NO. FOUR (POST EFFECTIVE AMENDMENT NO. TWO) TO FORM S-4 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ INLAND RESOURCES INC. (Exact name of registrant as specified in its charter) WASHINGTON 91-1307042 (State or other (I.R.S. employer jurisdiction of identification number) incorporation or organization) 475 17TH STREET SUITE 1500 DENVER, COLORADO 80202 (303) 292-0900 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) KYLE R. MILLER PRESIDENT AND CHIEF EXECUTIVE OFFICER 475 17TH STREET SUITE 1500 DENVER, COLORADO 80202 (303) 292-0900 (Name, address, including zip code, and telephone number, including area code, of agent for service) WITH A COPY TO: MICHAEL D. PARSONS, ESQ. GLAST, PHILLIPS & MURRAY, P.C. 13355 NOEL ROAD, L.B. 48 2200 GALLERIA TOWER DALLAS, TEXAS 75240 APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, AS DETERMINED BY MARKET CONDITIONS. ___________________________________ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] ___________________________________ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. Inland Resources Inc. (the "Company") hereby withdraws from registration all unsold shares of Common Stock, par value $0.001 per share (the "Common Stock"), registered pursuant to this Registration Statement, Registration No. 33-80392. -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amedment No. Two to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on December 8, 1997. INLAND RESOURCES INC. By: /s/ Kyle R. Miller --------------------------------------- Kyle R. Miller, President, Chief Executive Officer and Director (Chairman) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Name Office Date ---- ------ ---- /s/ Kyle R. Miller President, Chief Executive December 8, 1997 - ----------------------------- Officer and Director Kyle R. Miller (Chairman) (Principal Executive /s/ Bill I. Pennington Chief Financial Officer December 8, 1997 - ----------------------------- (Principal Financial Bill I. Pennington Officer) /s/ Michael J. Stevens Secretary and Treasuer December 8, 1997 - ----------------------------- (Principal Accounting Michael J. Stevens Officer) /s/ Richard F. Conway Director December 16, 1997 - ----------------------------- Richard F. Conway /s/ Arthur J. Pasmas Director December 15, 1997 - ----------------------------- Arthur J. Pasmas /s/ Thomas J. Trzanowski Director December 15, 1997 - ----------------------------- Thomas J. Trzanowski /s/ Paul C. Schorr IV Director December 16, 1997 - ----------------------------- Paul C.Schorr -3-