EXHIBIT 8.1


                         [Andrews Kurth LLP Letterhead]


                              June __, 2004 [draft]


KCS Energy, Inc.
5555 San Felipe, Suite 1200
Houston, Texas 77056

Ladies and Gentlemen:


                  We have acted as special counsel to KCS Energy, Inc., a
Delaware corporation (the "Corporation"), in connection with the preparation and
filing of the Registration Statement on Form S-4 (Reg. No. 333- ) (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), relating
to the registration under the Act of $175,000,000 aggregate principal amount of
7 1/8% Senior Notes due 2012 (the "Exchange Notes") to be offered by the
Corporation in exchange (the "Exchange Offer") for a like principal amount of
its issued and outstanding 7 1/8% Senior Notes due 2012.

                  In arriving at the opinion expressed below, we have examined
the Registration Statement, including the prospectus included therein and the
documents incorporated by reference therein, and we have made such
investigations of law as we have deemed appropriate as a basis for the opinion
expressed below.

                  Subject to the qualifications and assumptions stated in the
Registration Statement and the limitations and qualifications set forth herein,
the description of the United States federal income tax consequences appearing
under the heading "Material United States Federal Income Tax Considerations" in
the prospectus contained in the Registration Statement constitutes our opinion
of the material United States federal income tax consequences of the Exchange
Offer.

                  This opinion letter is limited to the matters set forth
herein, and no opinions are intended to be implied or may be inferred beyond
those expressly stated herein. Our opinion is rendered as of the date hereof and
we assume no obligation to update or supplement this opinion or any matter
related to this opinion to reflect any change of fact, circumstances, or law
after the date hereof. Furthermore, our opinion is not binding on the Internal
Revenue Service or a court. In addition, we must note that our opinion
represents merely our best legal judgment on the matters presented and that
others may disagree with our conclusion. There can be no assurance that the
Internal Revenue Service will not take a contrary position or that a court would
agree with our opinion if litigated.





KCS Energy, Inc.
June __, 2004
Page 2

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our firm in the prospectus
forming a part of the Registration Statement under the caption "Legal Matters."
In giving this consent, however, we do not hereby admit that we are within the
category of persons whose consent is required under section 7 of the Act or the
rules and regulations of the Commission issued thereunder.

                                                     Very truly yours,



                                                     Andrews Kurth LLP