UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

GASCO ENERGY, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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GASCO ENERGY, INC.
8 INVERNESS DRIVE EAST SUITE 100
ENGLEWOOD, CO 80112

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 15, 2007

To the Stockholders:

The 2007 Annual Meeting of the Stockholders of Gasco Energy, Inc., a Nevada
corporation, will be held on Tuesday, May 15, 2007 at 10:00 a.m., Mountain
Daylight Time, in the Lone Tree Room of the Marriott Denver South at Park
Meadows, located at 10345 Park Meadows Drive, Littleton, Colorado. The Annual
Meeting will be held for the following purposes:

1. To elect eight directors to serve until the 2008 Annual Meeting of
Stockholders.

2. To ratify the appointment of Hein & Associates LLP as independent
auditors of Gasco for the fiscal year ending December 31, 2007.

3. To transact such other business as may properly come before such
meeting or any adjournment(s) thereof.

The close of business on April 5, 2007 has been fixed as the record date for the
determination of stockholders entitled to receive notice of and to vote at the
Annual Meeting or any adjournment(s) thereof.

Stockholders are cordially invited to attend the meeting in person. Whether or
not you plan to be present at the meeting, you are requested to sign and return
the enclosed proxy in the enclosed envelope so that your shares may be voted in
accordance with your wishes and in order that the presence of a quorum may be
assured. The giving of such proxy will not affect your right to vote in person,
should you later decide to attend the meeting. Please date and sign the enclosed
proxy and return it promptly in the enclosed envelope. Your vote is important.

By Order of the Board of Directors,

/s/ W. King Grant
-------------------
W. King Grant
Secretary

April 13, 2007

TABLE OF CONTENTS

Proxy Statement 1

General Information 1

Shares Outstanding and Voting Rights 1

Election of Directors 2

Nominees for Election at the Annual Meeting 3

Security Ownership of Certain Beneficial Owners and Management 6

Corporate Governance 8

Charitable Contributions 10

Section 16(a) Beneficial Ownership Reporting Requirements 10

Compensation Discussion and Analysis 13

Executive Compensation 19

Director Compensation 30

Report of Compensation Committee 31

Compensation Committee Interlocks and Insider Participation 31

Report of Audit Committee 31

Ratification of Appointment of Independent Auditor 32

Audit Fees Summary 33

Other Matters 33

Stockholder Proposals and Nominations 33

GASCO ENERGY, INC.
8 Inverness Drive East, Suite 100
Englewood, Colorado 80112
(303) 483-0044

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 15, 2007

GENERAL INFORMATION
The enclosed proxy is solicited by and on behalf of the Board of Directors of
Gasco Energy, Inc., a Nevada corporation ("we," "our," "us" or "Gasco"), for use
at the 2007 Annual Meeting of Stockholders (the "Annual Meeting") to be held the
Lone Tree Room of the Marriott Denver South at Park Meadows, located at 10345
Park Meadows Drive, Littleton, Colorado on Tuesday, May 15, 2007 at 10:00 a.m.,
Mountain Daylight Time, or at any adjournment(s) thereof. This Proxy Statement
and the enclosed Proxy Card have been sent to stockholders on or about April 13,
2007.

The enclosed proxy, even though executed and returned, may be revoked at any
time prior to the voting of the proxy (a) by the execution and submission of a
revised proxy, (b) by written notice to the Secretary of Gasco or (c) by voting
in person at the Annual Meeting. In the absence of such revocation, shares
represented by the proxies will be voted at the Annual Meeting.

All shares represented by valid proxies will be voted in accordance therewith at
the Annual Meeting. If no direction is made, validly executed and returned
proxies will be voted for the election of the nominees for director named below,
for ratification of the appointment of independent auditors and in the
discretion of the proxy holders with respect to any other matters properly
brought before the Annual Meeting.

The cost of this solicitation of proxies is being borne by Gasco. Solicitations
will be made only by the use of mail, except that, if deemed desirable, our
officers and regular employees may solicit proxies by telephone, email or
facsimile, without being paid additional compensation for such services.
Brokerage houses, custodians, nominees and fiduciaries will be requested to
forward the proxy soliciting material to the beneficial owners of our common
stock, par value $0.0001 per share (the "Common Stock"), and we will reimburse
them for their reasonable expenses incurred in doing so.

Our Annual Report on Form 10-K for the year ended December 31, 2006 has been
mailed with this proxy statement to all stockholders entitled to vote at the
Annual Meeting. The Form 10-K does not constitute a part of this proxy
soliciting material.

SHARES OUTSTANDING AND VOTING RIGHTS

At the close of business on April 5, 2007, the record date for the determination
of stockholders entitled to vote at the Annual Meeting, there were outstanding
85,100,015 shares of Common Stock.

A quorum of stockholders is necessary for a valid meeting. The required quorum
for the transaction of business at the Annual Meeting is a majority of the total
outstanding shares of Common Stock entitled to vote at the Annual Meeting,
either present in person or represented by proxy. Abstentions and proxies

returned by brokerage firms for which no voting instructions have been received
from their principals will be counted for the purpose of determining the
presence of a quorum.

If a quorum is present at the Annual Meeting, the eight director nominees who
receive the greatest number of votes cast by shares of Common Stock present in
person or by proxy and entitled to vote shall be elected as directors. The
affirmative vote by the holders of a majority of the shares of Common Stock
present and voting is required to ratify the selection of Hein & Associates LLP
as our independent auditors for 2007 provided such shares voting affirmatively
also constitute a majority of the number of shares required for a quorum.

Abstentions and broker non-votes will have no effect on the outcome of the
election of directors, assuming a quorum is present or represented by proxy at
the Annual Meeting. With respect to all other matters, abstentions and broker
non-votes are not considered to be votes cast and therefore will have no effect
on such matters. A broker non-vote occurs if a broker or other nominee of shares
does not have discretionary authority and has not received voting instructions
with respect to a particular matter.

ELECTION OF DIRECTORS
(Item A on Proxy Card)

Eight directors are to be elected at the Annual Meeting. If elected, each
director will serve until our 2008 Annual Meeting or until his successor has
been elected and qualified. Each of the nominees serves as a director of Gasco
and all of the directors are required to stand for election at the Annual
Meeting because the directors hold annual terms.

Unless otherwise instructed or unless authority to vote is withheld, the
enclosed proxy will be voted FOR the election of the nominees listed below.
Although the Board of Directors does not contemplate that any of the nominees
will be unable to serve, if such a situation arises prior to the Annual Meeting,
the persons named in the enclosed proxy will vote for the election of such other
person(s) as may be nominated by the Board of Directors.

The following table sets forth information regarding the names, ages and
positions with Gasco and the length of continuous service as a director of
Gasco.

The Board of Directors Recommends Voting "For" the Election of Each of the
Director Nominees

NOMINEES FOR ELECTION AT THE ANNUAL MEETING

Age as
of
Name Positions with Gasco 3/31/07

Marc A. Bruner Director of Gasco since 2001; Chairman of the Board of 57
Directors
Richard J. Burgess Director of Gasco since 2003 75
Charles B. Crowell Director of Gasco since 2002 63
Mark A. Erickson Director of Gasco since 2001; Chief Executive Officer and 47
President
Richard S. Langdon Director of Gasco since 2003 56
Carmen J. (Tony) Lotito Director of Gasco since 2001 63
John A. Schmit Director of Gasco since 2003 39
Carl Stadelhofer Director of Gasco since 2001 53

The Board of Directors has determined that each of the above nominees other than
Messrs. Bruner and Erickson is independent. To be "independent" under the rules
and regulations of the American Stock Exchange, a director may not, other than
in his or her capacity as a member of the audit committee, board of directors,
or other board committee, (i) accept directly or indirectly any consulting,
advisory, or other compensatory fee from Gasco or any of its subsidiaries,
provided that compensatory fees do not include the receipt of fixed amounts of
compensation under a retirement plan (including deferred compensation) for prior
service with Gasco (provided that such compensation is not contingent in any way
on continued service); or (ii) be an affiliated person of Gasco or any of its
subsidiaries.

The following sets forth certain biographical information concerning each of our
directors.

Directors

Marc A. Bruner. Mr. Bruner has served as the Chairman of the Board of Directors
of Gasco and as a member of Gasco's executive committee since February 2001.
From November 2004 until April 1, 2005, Mr. Bruner served as Chairman, Chief
Executive Officer and President of Mako Energy Corporation ("Mako"). Mako merged
with Falcon Oil and Gas Ltd. ("Falcon") on April 1, 2005 at which time Mr.
Bruner became the Chairman, Chief Executive Officer and President of Falcon.
Falcon is listed on the Toronto Venture Exchange. From November 2002 until
present Mr. Bruner has been the largest shareholder of Galaxy Energy
Corporation, a publicly traded natural gas and coalbed methane exploration and
development company. From January 1996 to January 1999, Mr. Bruner was founding
Chairman of the Board of Ultra Petroleum, an American Stock Exchange listed
natural gas company. Ultra's business is focused on tight sand development in
the Green River Basin of Wyoming. In late 1997, Mr. Bruner co-founded Pennaco
Energy, Inc., a coal bed methane company. In 1996, Mr. Bruner co-founded RIS
Resources International, a natural gas company, and served as a Director until
late 1997.

Richard J. Burgess. Mr. Burgess has served as a director and a member of the
compensation committee of Gasco since May 2003. Mr. Burgess served as President
and CEO of NOMECO before retiring in 1994. NOMECO later became CMS Oil and Gas
Company, which is a wholly owned subsidiary of CMS Energy Corporation (NYSE).
Mr. Burgess received a B.S. degree (honors) in Geology from the University of

Manitoba and has held various positions in the oil and gas industry since 1954.
Mr. Burgess currently serves on the Board of Directors of Michigan Oil and Gas
Association and ROC Oil Company and is a former director of Miller Exploration,
Seagull Energy, Command Petroleum and Sydney Oil Company. Mr. Burgess has been
involved, in various capacities, with the American Association of Petroleum
Geologists, Independent Petroleum Association of America, Ontario Petroleum
Institute and Potential Gas Committee.

Charles B. Crowell. Mr. Crowell has served as Vice Chairman of the Board, a
director and a member of the audit, compensation and executive committees of
Gasco since July 2002. Mr. Crowell has served as a director of Derek Oil & Gas
Corporation since March 2007. Since 1993, Mr. Crowell has been a practicing
attorney and a consultant to oil and gas companies, and was a senior member of
Crowell & Bishop, PLLC, Attorneys from November 1995 through June 1998. From
September 1996 until June 2000, Mr. Crowell held the position of Manager at
Enigma Engineering Company, LLC. Mr. Crowell also worked at Triton Energy
Corporation where he held the positions of Executive Vice President,
Administration from November 1991 to May 1993, Senior Vice President and General
Counsel from August 1989 to October 1991 and Vice President and General Counsel
from November 1981 to July 1989. Mr. Crowell currently serves as a director of
PetroHunter Corporation since January 2007. From June 1999 to February 2001, Mr.
Crowell served as a director of Comanche Energy, Inc. He has also held public
directorships at Arakis Energy Corporation from June 1997 to October 1998, at
Aero Services International, Inc. from December 1989 to May 1993 (where he was
Chairman of the Board from August 1990 to December 1992) and at Triton Europe,
plc. from October 1989 to May 1993. Mr. Crowell holds a BA degree from John
Hopkins and a JD from University of Arkansas. He was admitted to the practice of
law in Texas in 1974.

Mark A. Erickson. Mr. Erickson has served as Chief Executive Officer and
President of Gasco and as a Director and a member of the executive committee,
since February 2001. Mr. Erickson served as President of Pannonian Energy Inc.
from mid-1999 until our merger with Pannonian Energy in February 2001. In late
1997, Mr. Erickson co-founded Pennaco Energy, Inc., an AMEX listed oil and gas
company with properties in the Powder River basin of Wyoming. He served as an
officer and director of Pennaco from its inception until mid-1999. Mr. Erickson
served as President of RIS Resources (USA), a natural gas company from late 1997
to the end of 1998. Mr. Erickson is a Registered Petroleum Engineer with twenty
years of experience in business development, finance, strategic planning,
marketing, project management and petroleum engineering. He holds a MS in
Mineral Economics from the Colorado School of Mines.

Richard S. Langdon. Mr. Langdon became a Director of Gasco and a member of the
audit committee in March 2003. Mr. Langdon is currently the President and Chief
Executive Officer of Matris Exploration Company, LP, a privately held
exploration and production company active in California. Mr. Langdon became the
President and Chief Executive Officer of Matris in the beginning of 2003. From
1997 until December 2002, Mr. Langdon served as Executive Vice President and
Chief Financial Officer of EEX Corporation, a NYSE-listed exploration and
production company that was acquired by Newfield Exploration in late 2002.
Before joining EEX Corporation, Mr. Langdon was an oil and gas consultant from
August 1996 to March 1997. Prior to that, he held various positions with the
Pennzoil Companies since 1991, including Executive Vice President--International
Marketing--Pennzoil Products Company, from June 1996 to August 1996; Senior Vice
President--Business Development & Shared Services--Pennzoil Company from January
1996 to June 1996; and Senior Vice President--Commercial & Control--Pennzoil
Exploration & Production Company from December 1991 to December 1995. Mr.
Langdon is currently a member of the Board of Directors of Constellation Energy
Partners LLC, a public limited liability company focused on the acquisition,

development and exploitation of oil and natural gas properties and related
midstream assets. Mr. Langdon holds a B.S. in Mechanical Engineering and a
Masters of Business Administration, both from the University of Texas at Austin.

Carmen J. (Tony) Lotito. Mr. Lotito has served as a Director of Gasco and as the
Chairman of Gasco's audit and compensation committees since April 2001. Mr.
Lotito currently serves as the Executive Vice President, Chief Financial
Officer, Treasurer and a member of the Board of Directors of PetroHunter
Corporation since May 2006. Mr. Lotito has served as Executive Vice President,
Chief Financial Officer, Secretary - Treasurer and a director of GSL Energy
Corporation since August 2005. He served as Executive Vice President, Chief
Financial Officer, Treasurer and as a director, until July 2005, of Galaxy
Energy Corporation, a publicly traded natural gas and coalbed methane
exploration and development company upon its acquisition of Dolphin Energy
Corporation in November 2002. Mr. Lotito served as the Chief Financial Officer,
Treasurer and a Director of Dolphin Energy Corporation from September 2002
through November 2002. Mr. Lotito served as Vice President, Chief Financial
Officer and a Director of Coriko Corporation, a private business development
company from November 2000 to August 2002. Mr. Lotito has been a member of
Equistar Capital LLC, an investment-banking firm since December 1999. From March
2000 to September 2001, Mr. Lotito served as a Director of marketing for Impact
Web Development. Prior to joining Coriko from Utah Clay Technology, Inc., Mr.
Lotito was self-employed as a financial consultant. Mr. Lotito holds a BS degree
in Accounting from the University of Southern California.

John A. Schmit. Mr. Schmit became a Director of Gasco in October 2003 and a
member of the compensation committee in December 2004. Mr. Schmit is a Manager
of Crestview Capital Partners, LLC, a private investment firm specializing in
private placements for small public companies. Prior to joining Crestview in
February 2005, Mr. Schmit served as Vice President of Investments for RENN
Capital Group, Inc., a registered investment advisor, where he was a portfolio
manager of closed-end funds from May 1997 through December 2004. From September
1992 to September 1994, he practiced law with the law firm of Gibson, Ochsner &
Adkins, in Amarillo, Texas. He holds a BBA in Finance from Texas Christian
University, a JD from the University of Oklahoma College of Law and an LLM in
International and Comparative Law from The Georgetown University Law Center.

Carl Stadelhofer. Mr. Stadelhofer has served as a Director since February 2001
and a member of the audit committee and the compensation committee of Gasco
since April 2001. Mr. Stadehofer has also served as a director for Falcon since
June 2006. Mr. Stadelhofer is a partner with the law firm of Rinderknecht Klein
& Stadelhofer in Zurich, Switzerland, where he has practiced law for over twenty
years. He was admitted to the practice of law in Switzerland in 1982. He
completed his law degree in 1979 in Switzerland and studied law in the United
States at Harvard Law School and at Georgetown University Law School. His
practice specializes in banking and financing, mergers and acquisitions,
investment funds and international securities transactions.

Executive Officers

The following sets forth certain biographical information concerning each of our
executive officers, other than executive officers who also serve as directors:

Age as
of
Name Position with Gasco 3/31/07

Michael K. Decker Executive vice president and chief operating officer 52
W. King Grant Executive vice president and chief financial officer 43

Michael K. Decker. Mr. Decker has served as Executive Vice President and Chief
Operating Officer of Gasco since July 2001 and as Director from July 2001 until
October 2003. From August 1999 until July 2001, Mr. Decker founded and served as
the President of Black Diamond Energy, LLC. From 1990 to August 1999 Mr. Decker
served as the Vice President of Exploitation of Prima Energy Corporation, a
Nasdaq traded oil and gas company. From 1988 to 1990, Mr. Decker was employed by
Bonneville Fuels Corporation as a Senior Geologist. From 1977 to 1988, Mr.
Decker was employed by Tenneco Exploration and Production Company as a Senior
Project Geological Engineer. Mr. Decker has over thirty years of oil and gas
exploration, development, operations and mergers and acquisitions experience. He
holds a BS degree in Geological Engineering from the Colorado School of Mines
and is the Chairman of the Board of the Potential Gas Committee, an independent
natural gas resource assessment organization.

W. King Grant. Mr. Grant has served as Chief Financial Officer of Gasco since
July 2001 and as Director from July 2001 until March 2003. From November 1999 to
May 2001, Mr. Grant served as Executive Vice President and Chief Financial
Officer for KEH.com, a catalog/internet retailer of new and used camera
equipment. From February 1997 to March 1999, Mr. Grant was a Senior Vice
President in the Natural Resources Group of ING Baring, LLC where he was
responsible for providing financing and advisory services to mid-cap and smaller
energy companies. For the previous eleven years, Mr. Grant held several
positions at Chase Manhattan Bank and its affiliates, most recently as a Vice
President in the Oil & Gas group. Mr. Grant holds a BSE in Chemical Engineering
from Princeton University and an MBA from the Wharton School at the University
of Pennsylvania.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows information with respect to the beneficial ownership
of our Common Stock as of March 31, 2007 by: any individual, partnership or
corporation that is known to us, solely by reason of its examination of Schedule
13D and 13G filings made with the SEC, to be the beneficial owner of more than
5% of each class of shares issued and outstanding and each executive officer,
director and all executives, officers and directors as a group. As of March 31,
2007, we had 85,100,015 shares of Common Stock outstanding. If a person or
entity listed in the following table is the beneficial owner of less than one
percent of our Common Stock outstanding, this fact is indicated by an asterisk
in the table. Unless otherwise noted, each person listed has sole voting and
dispositive power over the shares indicated, and the address of each stockholder
is the same as our address. The number of shares beneficially owned by a person
includes the common shares that are issuable upon conversion of the 5.50%
Convertible Senior Notes due 2011, ("Convertible Notes"), which are convertible
at any time by the holder thereof. These shares are deemed outstanding for the
purpose of computing their percentage ownership but are not outstanding for the
purposes of computing the percentage ownership of any other person. The number
of shares beneficially owned by a person also includes shares that are subject

to stock options that are exercisable within 60 days of March 31, 2007. These
shares are also deemed outstanding for the purpose of computing their percentage
ownership. These shares are not outstanding for the purpose of computing the
percentage ownership of any other person.

Number of Shares
Name Beneficially Owned Percent of Class
5% or Greater Holders

CNH Partners, LLC (1) 8,400,000 8.9%
CNHCA Master Account, L.P.
Two Greenwich Plaza, 3rd Floor
Greenwich, CT 06830

PENN Capital Management Co, Inc. 4,789,000 5.6%
457 Haddonfield Road, Suite 210
Cherry Hill, NJ 08002

Directors and Executive Officers

Marc Bruner (2) (3) 4,361,422 5.0%

Mark A. Erickson (2) (4) 3,987,473 4.6%

Michael K. Decker (2) 1,091,681 1.3%

W. King Grant (2) 1,157,139 1.3%

Carmen J. (Tony) Lotito (2) 503,416 *

Carl Stadelhofer (2) 391,666 *

Charles B. Crowell (2) 573,925 *

Richard S. Langdon (2) 238,357 *

Richard J. Burgess (2) (5) 280,915 *

John A. Schmit (2) 102,500 *

All Directors and Executive Officers as a Group (10
persons) (2) (3) (4) (5) 12,688,494 13.8%

- ---------------

(1) CNH CA Master Account, L.P. exercises voting and dispositive power
over the securities comprised of 8,400,000 shares of common stock
issuable upon the conversion of $33,600,000 of 5.5% Convertible Notes.

(2) The following number of shares of common stock issuable upon the
exercise of options that are exercisable within 60 days of March 31,
2007 are included in the amounts shown: Mr. Bruner, 1,150,000 shares;
Mr. Erickson, 1,279,167 shares; Mr. Decker, 868,163 shares; Mr. Grant,
716,163 shares; Mr. Lotito, 322,916 shares; Mr. Stadelhofer, 391,666
shares; Mr. Crowell, 395,833 shares; Mr. Langdon, 237,500 shares; Mr.
Burgess, 147,915 shares; Mr. Schmit, 87,500 shares.

(3) The common stock held by Mr. Bruner includes 8,707 shares of common
stock that is held by Resource Venture Management, which is a company
owned by Mr. Bruner.

(4) The common stock held by Mr. Erickson includes 161,254 shares of
common stock owned by his wife as custodian for their children.

(5) The common stock held by Mr. Burgess includes 60,000 shares of common
stock held in a trust for Mr. Burgess' wife of which he is the
trustee.

CORPORATE GOVERNANCE

Directors' Meetings and Committees of the Board of Directors

The Board of Directors held six meetings during 2006. During 2006, each of the
directors attended at least 75 percent of the aggregate of (i) the total number
of meetings of the Board of Directors held during the period that such director
served as a director and (ii) the total number of meetings held by each
committee of the Board of Directors on which such director served during the
period that such director so served. Although we have no formal policy with
respect to Director attendance at our annual meetings, we invite our Directors
to attend. Last year all of our Directors attended our annual meeting.

The Board of Directors of Gasco has formed an Audit Committee, a Compensation
Committee and an Executive Committee.

The Audit Committee currently consists of Messrs. Lotito, Stadelhofer, Langdon
and Crowell, all of whom are independent under the definition of independence
used in the AMEX listing standards and the rules and regulations of the SEC
Exchange Act of 1934. Mr. Lotito serves as the chairman of the Audit Committee.
The Board of Directors has determined that Mr. Lotito is an audit committee
financial expert with the meaning proscribed by the rules and regulations under
the Securities and Exchange Act of 1934. The Audit Committee met four times
during 2006. The Board of Directors has adopted a written charter for the Audit
Committee, which is available on our internet website at www.gascoenergy.com.
The Audit Committee is primarily responsible for:

- selecting the independent auditors for recommendation to the Board;

- selecting the securities legal counsel for recommendation to the
Board;

- reviewing the scope of the proposed audit for the current year
including the audit procedures to be utilized and the conclusions and
comments or recommendations of the independent auditors;

- reviewing the adequacy and effectiveness of the accounting controls of
Gasco;

- reviewing the internal audit function including the independence and
authority of its reporting obligations;

- reviewing the financial statements contained in the annual and
quarterly reports to shareholders;

- reviewing the accounting and financial human resources and succession
planning within Gasco, and

- investigating any matter brought to its attention within the scope of
its duties.

The Audit Committee has performed its annual review and assessment of the Audit
Committee Charter, which was adopted in March 2001. The report of the Audit
Committee is set forth below.

The Compensation Committee currently consists of Messrs. Lotito, Stadelhofer,
Burgess, Crowell and Schmit, all of whom are independent under the definition of
independence used in the AMEX listing standards. The Compensation Committee met
three times during 2006. Mr. Lotito serves as chairman of the Compensation
Committee. The Board of Directors has adopted a written charter for the
Compensation Committee, which is available on our internet website at
www.gascoenergy.com. The report of the Compensation Committee with regard to
compensation matters is set forth below. The Compensation Committee is
responsible for:

- to assist the Board in its responsibility relating to fair and
competitive compensation of key employees of Gasco;

- to assure that key employees which includes all officers are
compensated in a manner consistent with the compensation philosophy
and strategy of the Board and in compliance with the requirements of
appropriated regulatory bodies and any exchange rules to which we may
be subject;

- to review and approve our compensation philosophy and its compensation
programs, plans and awards;

- to administer our long and short term incentive plans and stock option
plans;

- to review the compensation of our Chief Executive Officer and
recommendations of the Chief Executive Officer as to appropriate
compensation for the other executive officers and key personnel; and

- to review and approve our general employee benefit plans as needed.

The Executive Committee currently consists of Messrs. Bruner, Erickson, Schmit
and Crowell. The Executive Committee met six times during 2006. Messrs. Bruner
and Erickson are not considered independent as Mr. Bruner is a strategic
consultant for Gasco and Mr. Erickson is the President and the CEO of Gasco. The
remaining members are independent under the definition of independence used in
the AMEX listing standards. The principal responsibility of the Executive
Committee is to aid and assist our management in the day-to-day operations of
Gasco and to act on behalf of the Board of Directors, subject to certain
limitations, when it is not feasible to call and convene a full board meeting.

independent directors is required to approve the director nominations. The
members of the Audit Committee participate in the nomination process and approve
the selection of director nominees.

CHARITABLE CONTRIBUTIONS

During the fiscal year ended December 31, 2006, we did not make any
contributions to any charitable organization in which an independent,
non-management director served as an executive officer, that exceeded the
greater of $1 million or 2% of the charitable organization's consolidated gross
revenues.

SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS

Section 16 (a) of the Securities Exchange Act of 1934 requires the officers,
directors and persons who own more than ten percent of our stock, to file
reports of ownership and changes in ownership with the Securities Exchange
Commission ("SEC"). Officers, directors and greater than ten percent owners are
required by SEC regulations to furnish us with copies of all Section 16 (a)
forms they file.

Based solely on its review of the copies of such forms received by it, we
believe that each of its officers, directors and greater than ten percent owners
complied with all Section 16 (a) filing requirements applicable to them during
the year ended December 31, 2006, except for the following late filings: Mark
Erickson filed a Form 4 dated 4/26/06 on 5/1/06 and a Form 4 dated 6/14/06 on
6/19/06: W. King Grant filed a Form 4 dated 4/26/06 on 5/1/06 and a Form 4 dated
6/14/06 on 6/19/06; Richard Langdon filed a Form 4 dated 4/26/06 on 5/1/06;
Richard Burgess filed a Form 4 dated 4/26/06 on 5/1/06; Carl Stadelhofer filed a
Form 4 dated 4/26/06 on 5/1/06; Carmen (Tony) Lotito filed a Form 4 dated
4/26/06 on 5/1/06; Charles Crowell filed a Form 4 dated 4/26/06 on 5/1/06; John
Schmit filed a Form 4 dated 4/26/06 on 5/1/06 and a Form 5 dated 12/31/06 on
2/15/07; and Michael Decker filed a Form 4 dated 4/26/06 on 5/1/06 and a Form 4
dated 6/14/06 on 6/19/06.

Director Nominations Process

The Board of Directors does not have a nominating committee; however, given the
fact that a majority of the Board of Directors is comprised of independent
directors, the Board of Directors believes the functions of a nominations
committee are adequately addressed by the following process for the nomination
of director candidates, which has been adopted by the Board of Directors.
Stockholders seeking to recommend director candidates for consideration may do
so by writing the Secretary of Gasco, giving the recommended candidates' name,
biographical data and qualifications; provided that such recommendations are
submitted by shareholders within the time period set forth below under
"Stockholder Proposals and Nominations."

A majority of our independent directors is required to approve the director
nominations. The members of the Audit Committee participate in the nomination
process and approve the selection of director nominees. The full Board of
Directors, including directors that are not independent, also approves the
director nominations. When identifying director nominees, the Board of Directors
considers, among other factors, the candidate's reputation, integrity,
independence from Gasco, skills and business, government or other professional
acumen, bearing in mind the composition of the Board of Directors and the
current state of Gasco and the industry generally; the number of other public
companies for which the candidate serves as director, though there is no limit
on the number of public companies on which a director-nominee can serve ; the
availability of the candidate's time and commitment to us and the candidate's
specific experience in the oil and gas business. In the case of current

directors being considered for re-nomination, the Board of Directors also takes
into account the director's tenure as a member of the Board of Directors, the
director's history of attendance at meetings of the Board of Directors and
committees thereof; and the director's preparation for and participation in such
meetings. The same criteria will be evaluated with respect to candidates
recommended by stockholders. In addition, if applicable, the Board of Directors
takes into account whether a candidate has been designated by one or more groups
of holders of our equity securities pursuant to the terms of such security.

Stockholder Communications

Stockholders can contact any director or committee of the Board of Directors by
writing them c/o Secretary, Gasco Energy, Inc., 8 Inverness Drive E., Suite 100,
Englewood, Colorado 80112. All such communication will be forwarded to the Board
of Directors.

Certain Relationships and Related Transactions

Our "Corporate Code of Business Ethics" addresses our policy for dealing with
transactions with affiliates and as a matter of procedure we obtain Board of
Director approval for any transaction with a director, executive officer or
other affiliate of Gasco. A complete description of the transaction including
the services or products to be provided, the financial components related to the
services or products, the nature of the relationship of the entity involved in
the transaction, and any other contractual obligations related to the
transaction is presented to the Board of Directors for their review. The Board
of Directors indicates their approval of the transaction with a written
resolution.

Marc A. Bruner Strategic Consulting Agreement We entered into a Strategic
Consulting Agreement with Mr. Bruner, effective January 2, 2003, that expires on
January 31, 2008. The agreement is automatically extended each year for an
additional one year-term from the next anniversary date unless we notifie Mr.
Bruner in writing at least 120 days prior to the next anniversary date that we
will not be renewing the agreement on the next anniversary date. During 2006,
the agreement entitled Mr. Bruner to an annual fee of $120,000 and an annual
bonus payment equal to 0.875% of Gasco's cash flow from wells drilled by or on
behalf of Gasco. Mr. Bruner received an annual bonus of $126,735 and $86,887 for
the years ended December 31, 2006 and 2005, respectively. These fees and bonuses
were paid to a company that is owned by Mr. Bruner. Effective January 1, 2007,
Mr. Bruner agreed to reduce his annual fee to $48,000 and to waive his right to
receive his annual bonus in order to maintain his independence from Gasco. There
is no agreement or understanding for him to recover any of this compensation in
the future. The agreement provided for the award to Mr. Bruner of 187,500 shares
of Common Stock of Gasco from a restricted stock plan in exchange for the
surrender by Mr. Bruner of vested options to purchase 150,000 shares of Common
Stock at $3.15 per share, 50,000 shares of Common Stock at $3.00 per share and
925,000 shares of Common Stock at $2.00 per share. Mr. Bruner also has the right
to receive 25% of all option grants made by us each calendar year during the
term of the agreement. Mr. Bruner waived this right with respect to all option
grants during 2006, 2005 and 2004. In addition, the agreement provides that each
year Mr. Bruner and Gasco shall mutually agree on a performance-based bonus plan
for Mr. Bruner. The agreement also contains non-compete provisions in the event
of the termination of the agreement.

Mr. Bruner's agreement also provides for certain payments in the event that the
agreement is terminated for any reason other than his voluntary termination,
death, disability or termination for cause. In the event that Mr. Bruner's
agreement is terminated by us without cause or due to certain change of control
events, Mr. Bruner is entitled to receive an amount equal to his annual fee for

the remaining term of the agreement plus an additional cash payment of $500,000.
If the termination occurs at anytime when the average closing price for our
Common Stock for the 30 trading days prior to termination is equal to between
$1.50 per share and $1.99 per share, the additional cash payment will increase
to $1,000,000. This payment will be further increased as such average closing
price increases, up to a maximum of $3,500,000 if such average closing price is
greater than $3.50 per share. If the termination is because of a change of
control of Gasco, the additional cash payment will be based on the consideration
per share paid to our shareholders in connection with the change of control
instead of the market price of our common stock. See "Potential Payments Under
Termination or Change in Control".

On October 11, 2004, the Board of Directors of Gasco, other than Mr. Erickson
and Mr. Bruner, approved a transaction pursuant to which Marc Bruner, the
chairman of Gasco's Board of Directors, and Mark Erickson, a director and
President and Chief Executive Officer of Gasco, would transfer to Gasco their
rights to receive certain overriding royalty interests in its properties in
exchange for the grant to each of them of options to purchase 100,000 shares of
Common Stock at the market price on the date of grant. Messrs. Bruner and
Erickson subsequently agreed to transfer such rights to Gasco for no options or
other consideration.

For each individual, these interests range between .06% and 0.6% of Gasco's
working interest in certain of its Utah and Wyoming properties. Gasco will also
agree to convey equivalent royalty interests to Mr. Bruner and Mr. Erickson, or
either of them, in the event that it sells any of the property subject to the
royalty interests, upon certain change of control events or upon the involuntary
termination of either individual. Mr. Bruner and Mr. Erickson acquired these
rights under a Trust Termination and Distribution Agreement, dated December 31,
2002, with respect to the Pannonian Employee Royalty Trust ("Royalty Trust").
The Royalty Trust had been established by Pannonian Energy, Inc. ("Pannonian")
prior to Pannonian becoming a wholly owned subsidiary of Gasco, to provide
additional compensation to the employees and founding directors of Pannonian,
which included Mr. Bruner and Mr. Erickson, in the form of oil and gas
interests. The terms of the Trust Termination and Distribution Agreement
("Termination Agreement") required Gasco to assign to the participants of the
Royalty Trust overriding royalty interests that arise out of the production of
oil and gas from certain properties as a result of future drilling. The
transaction was reviewed and approved by Gasco's Audit Committee and was signed
by Mr. Erickson and Mr. Bruner on December 23, 2004.

During the years ended December 31, 2006, 2005 and 2004 we paid $120,000 in
consulting fees each year and an annual bonus of $126,735 and $86,887 during the
years ended December 31, 2006 and 2005 to a company owned by Mr. Bruner pursuant
to the Strategic Consulting Agreement described above. We are committed to pay
consulting fees of $48,000 per year to Mr. Bruner's company through January 31,
2008, as Mr. Bruner agreed to reduce his monthly consulting fees to $4,000 per
month effective January 1, 2007. In addition to the fees and bonuses required by
The Strategic Consulting Agreement, Mr. Bruner was awarded the options to
acquire our Common Stock during 2005 and 2004. During the year ended December
31, 2005 Mr. Bruner was awarded 75,000 options to purchase shares of Common
Stock at an exercise price of $3.39 per share. These options vest 25% at the end
of each calendar quarter beginning September 30, 2005. During the year ended
December 31, 2004 Mr. Bruner was awarded 50,000 options to purchase Common Stock
at an exercise price of $2.15 per share. These options vest 16 2/3% at the end
of each four-month period after the issuance date.

COMPENSATION DISCUSSION AND ANALYSIS

We believe that the skill and dedication of its executive officers and other
management personnel are critical factors affecting our long-term success in
meeting its objectives and fostering growth and profitability. In support of
this, compensation programs have been designed to attract and retain a high
level of talented leadership, to reward performance in accordance with results,
provide an incentive for future performance and align Gasco executives'
long-term interests with those of the shareholders.

Our executive and key management compensation is comprised of three major
components: (i) base salary adjusted annually by the Compensation Committee,
(ii) cash incentive bonuses awarded based on individual performance and the
performance of Gasco, and (iii) stock option and restricted stock grants awarded
based on individual performance and the performance of Gasco. The compensation
mix of cash and stock awards for the CEO is similar to that of other executive
officers of Gasco.

The Compensation Committee is established by the Board of Directors of Gasco for
the following purposes:

- to assist the Board in its responsibility relating to fair and
competitive compensation of key employees of Gasco;

- to review and approve our compensation philosophy and its compensation
programs, plans and awards;

- to administer our long and short term incentive plans and stock option
plans;

- to review the compensation of our Chief Executive Officer and
recommendations of the Chief Executive Officer as to appropriate
compensation for the other executive officers and key personnel; and

- to review and approve our general employee benefit plans as needed.

The Compensation Committee is composed of five members, Mr. Lotito, Mr. Crowell,
Mr. Stadelhofer, Mr. Schmit and Mr. Burgess, all of whom are "independent" under
the rules and regulations of the American Stock Exchange. To be "independent"
under the rules and regulations of the American Stock Exchange, a director may
not, other than in his or her capacity as a member of the audit committee, board
of directors, or other board committee, (i) accept directly or indirectly any
consulting, advisory, or other compensatory fee from Gasco or any of its
subsidiaries, provided that compensatory fees do not include the receipt of
fixed amounts of compensation under a retirement plan (including deferred
compensation) for prior service with Gasco (provided that such compensation is
not contingent in any way on continued service); or (ii) be an affiliated person
of Gasco or any of its subsidiaries.

The Compensation Committee compares all compensation components for executive
officers, at least annually, with data on similar positions at other
organizations that are similar in number of employees, level of operations,

gross revenue and total assets with which we compete for talent. During 2006, we
hired Thomas J. Reno & Associates, Inc. ("TJR") to review our compensation
packages and to compare them with those of companies of similar size based on
the number of employees, revenue, position match and geographic area within the
oil and gas industry. TJR provided us with competitive data as well as business
and technical considerations, but did not recommend specific program or pay
level changes.

When evaluating external competitiveness, third party survey data such as that
provided by TJR, as well as information from other resources and industry
contacts, are considered. We use this data to ensure that we are maintaining a
level of compensation that is both commensurate with its size and sufficient to
retain personnel it considers essential. In reviewing comparative data, we do
not engage in benchmarking for the purpose of establishing compensation levels
relative to any predetermined point. In the Committee's view, third party survey
data provides insight into external competitiveness, but is not an appropriate
single basis for establishing compensation levels. This is primarily due to
differences in the size of comparable companies, and the lack of sufficient
appropriate matches to provide statistical relevance. Our preference is that
performance, rather than third party survey data, drive executive compensation.
The Compensation Committee seeks the input of our Chief Executive Officer in
evaluating the performance of all of our executive officers, excluding himself.
Our Chief Financial Officer assists in the gathering of information regarding
the employment market assessment.

In the processes used by the Compensation Committee to establish and adjust
executive compensation levels, third party survey data is considered, along with
performance, experience, potential and internal equity. The Compensation
Committee can exercise both positive and negative discretion in relation to the
compensation awards and its allocation between cash and non-cash awards. They
have the authority to approve, deny or suggest alternative compensation
packages.

The Compensation Committee used the TJR analysis in its determination of the
level of compensation for each of the following components of our 2006
compensation program:

Base Salary - Due to the particular skill sets of Messrs. Erickson, Decker and
Grant with respect to industry knowledge, experience, management skills and
financial and technical expertise, the Compensation Committee, in agreement with
the above named executives, has determined that the base salaries of these
executives should be set at the same level. Therefore, in setting base salaries
for these executives, one criterion that the Compensation Committee reviews is
the average of the base salaries of these three positions (Chief Executive
Officer, Chief Operating Officer, and Chief Financial Officer) at organizations
that are similar to Gasco in number of employees, level of operations, gross
revenue and total assets. The Compensation Committee reviews various surveys and
publicly filed documents to determine comparable average base salaries within
the industry. The skill sets, experience and performance of the individuals are
reviewed by the Committee in conjunction with the market analysis in a
subjective process to set base salaries. The market for technical, engineering
and operational personnel in the Rocky Mountain region is very competitive.
Therefore, the Compensation Committee's principal criterion for setting the base
salaries of Messrs. Dean and Longwell is executive retention. Third party data
as described above is used to set their base salaries above the seventy fifth
percentile for similar job descriptions.

In 2003, we entered into employment agreements with Messrs. Erickson, Grant and
Decker. As such, the base salary of the aforementioned executives is governed by
the terms of their respective agreements. The 2003 contracts were
re-negotiations of the 2001 contracts and were negotiated at a time of low level
of operations and a weak cash position for Gasco. Our executives were willing to

reduce their base salaries to approximately 50% of comparable salaries at
similar at organizations that are similar to Gasco in number of employees, level
of operations, gross revenue and total assets in order to reduce Gasco's monthly
cash requirements and increase the likelihood of the long term success of Gasco.
In exchange the executives were promised certain contractual payments pursuant
to the employment agreements described below. Please see "Employment Agreements"
below for a more detailed description of the employment agreements of Messrs.
Erickson, Grant and Decker.

Annual Cash Bonus Awards - Annual cash bonus awards, exclusive of the
contractual payments pursuant to the employment agreements described below in
"Employment Agreements," are intended to compensate, and thus incentivize,
individuals for exceptional effort and job performance, facilitating our
continued growth and success by providing rewards that are commensurate with
individual achievement. Annual cash bonus awards, when given, typically amount
to between 10% and 50% of each individual's annual base salary. Cash bonus
awards are favored by the Compensation Committee in situations where it believes
that an executive is worthy of an incentive-based award and when it believes
that the base salary of such executive is not at the level of competitiveness
that the Compensation Committee feels appropriate. The Compensation Committee
considers the achievements of Gasco, and the employee's relationship thereto, in
order to determine the level of the cash bonus, if any, to be awarded. The
Compensation Committee focuses on the earnings of Gasco, the return on
stockholders' equity, the growth in proved oil and gas reserves and the
successful completion of specific projects of Gasco to determine the level of
bonus awards, if any.

Stock Option and Restricted Stock Awards - Stock option and restricted stock
awards are utilized for aligning the executives' interests with those of the
stockholders by giving each individual direct ownership in Gasco. We also
believe that these awards serve as a retention incentive since unvested stock
grants and options are forfeited if the executive leaves us. The Compensation
Committee focuses the earnings of Gasco, the return on stockholders' equity, the
growth in proved oil and gas reserves and the successful completion of specific
projects of Gasco to determine the level of stock option and restricted awards,
if any. The Compensation Committee awards restricted stock in order to provide a
form of tangible compensation which is also tied to Gasco's performance and
provides incentives to remain with Gasco. Stock option awards are given as
long-term incentives to employees to give them a vested interest in the
performance of Gasco and to remain with Gasco over the long term. Decisions to
grant stock options are normally made when industry conditions cause concern
that personnel may be lost.

Equity Compensation Plans
The table below provides information relating to our equity compensation plans
as of December 31, 2006.

Number of Number of securities
Securities Weighted- Remaining available
to be issued average for future issuance
upon exercise of exercise price of under compensation
outstanding outstanding plans (excluding
options, options, Securities reflected
warrants and warrants and in first
Plan Category rights rights column)
- ------------- ------ ------ -------

Equity compensation plans
approved by security holders
Stock option plan 6,715,002(b) $ 3.10 1,895,000(a)
Restricted stock plan 365,920(c) N/A 474,200
Equity compensation plans
not approved by security holders 3,163,500 $ 2.22 (d)
--------- -----------
Total 10,244,422 $ 2.74 (e) 2,369,200
========== ==== =========

(a) As of December 31 of each year, the number of shares of common stock
issuable under our stock option plan automatically increases so that
the number of shares of common stock issuable under the plan will be
equal to 10% of the total number of shares of common stock outstanding
on that date.

(b) 100,000 shares of the outstanding restricted stock vests 20% on the
first three anniversaries of the award date and 40% on fourth
anniversary and the remaining restricted shares vest 20% on the first
anniversary, 20% on the second anniversary and 60% on the third
anniversary of the awards, provided in each case the holder remains
employed by us.

(c) The restricted shares vest 20% on the first anniversary, 20% on the
second anniversary and 60% on the third anniversary of the awards,
provided the holder remains employed by us.

(d) The equity compensation plan not approved by shareholders is comprised
of individual common stock option agreements issued to directors,
consultants and employees of Gasco, as summarized below. The common
stock options vest between zero and two years of the date of issue and
expire during the period from 2007 through 2008. The exercise prices
of these options range from $1.00 per share to $3.70 per share. Since
these options are issued in individual compensation arrangements,
there are no options available under any plan for future issuance. The
material terms of these options are as follows:

Options Issued to: Number of Options Exercise Price Vesting Dates Expiration Dates

Employees 1,601,000 $1.00 - $3.15 2001 - 2003 2007 - 2008
Consultants 200,000 $1.80 - $3.70 2001 - 2003 2007 - 2008
Directors 1,362,500 $2.00 - $3.15 2001 - 2003 2007 - 2008
---------
Total Issued 3,163,500
=========

(e) Weighted average exercise price of options to purchase a total of
9,878,502 shares of common stock.

Employment Agreements

Mark A. Erickson Employment Agreement. Gasco entered into an employment
agreement with Mr. Erickson effective January 2, 2003, that currently expires on
January 31, 2008. The agreement is automatically extended each year for an
additional one year-term from the next anniversary date unless we notify Mr.
Erickson in writing at least 120 days prior to the next anniversary date that we
will not be renewing the agreement on the next anniversary date. Mr. Erickson
serves as Chief Executive Officer and President of Gasco. Mr. Erickson's
employment agreement entitles him to an annual salary of $120,000, subject to
increase at the discretion of the Board of Directors, and an annual bonus equal
to 0.875% of Gasco's cash flow from wells drilled by or on behalf of Gasco. The
Board of Directors approved an increase in Mr. Erickson's annual salary to
$200,000 effective January 1, 2006. Mr. Erickson's employment agreement provided
for the issuance of 187,500 shares of common stock from a restricted stock plan
in exchange for the surrender by Mr. Erickson of vested options to purchase
250,000 shares of common stock at $3.00 per share and 875,000 shares of common
stock at $2.00 per share. Mr. Erickson also has the right to receive 25% of all
option grants made by Gasco each calendar year during the term of the agreement.
Mr. Erickson waived this right with respect to all option grants during 2006,
2005 and 2004 in order to reduce dilution to our shareholders and improve our
access to the capital markets. In addition, the employment agreement provides
that each year Mr. Erickson and Gasco shall mutually agree on a
performance-based bonus for Mr. Erickson. The employment agreement also contains
non-compete provisions in the event of Mr. Erickson's termination of employment.

Mr. Erickson's employment agreement also includes provisions governing the
payment of severance benefits if his employment is terminated for any other
reason other than his voluntary resignation, death, disability or discharge for
cause. In the event that Mr. Erickson's employment is terminated by us without
cause or due to certain change of control events, Mr. Erickson is entitled to
receive an amount equal to his salary for the remaining term of the agreement
plus an additional cash payment of $500,000. If the termination occurs at
anytime when the average closing price for our common stock for the 30 trading
days prior to termination is equal to between $1.50 per share and $1.99 per
share, the additional cash payment will increase to $1,000,000. This payment
will be further increased as such average closing price increases, up to a
maximum of $3,500,000 if such average closing price is greater than $3.50 per
share. If the termination is because of a change of control of Gasco, the
additional cash payment will be based on the consideration per share paid to our
shareholders in connection with the change of control instead of the market
price of our common stock. See additional information in "Potential Payments
Under Termination or Change in Control."

W. King Grant III Employment Agreement. Gasco entered into an employment
agreement with Mr. Grant's effective January 2, 2003, that currently expires on
January 31, 2008. The agreement is automatically extended each year for an
additional one year-term from the next anniversary date unless we notify Mr.
Grant in writing at least 120 days prior to the next anniversary date that we
will not be renewing the agreement on the next anniversary date. Mr. Grant
serves as Chief Financial Officer and Executive Vice President of Gasco. Mr.
Grant's employment agreement entitles him to an annual salary of $175,000,
subject to increase at the discretion of the Board of Directors, and an annual
bonus equal to 0.5% of Gasco's cash flow from wells drilled by or on behalf of
Gasco. The Board of Directors approved an increase in Mr. Grant's annual salary
to $200,000 effective January 1, 2006. The employment agreement provided for the
award to Mr. Grant of options to purchase 200,000 shares of common stock at
$1.00 per share. The options vested 16 2/3% at the end of each four month period
after the issuance date, February 14, 2003, until they became fully vested on
February 14, 2005. Mr. Grant is also entitled to receive 10% of all option

grants made by Gasco each calendar year during the term of the agreement. Mr.
Grant waived this right with respect to all option grants during 2006, 2005 and
2004 in order to reduce dilution to our shareholders and improve our access to
the capital markets.. In addition, the employment agreement provides that each
year Mr. Grant and Gasco shall mutually agree on a performance-based bonus for
Mr. Grant. The employment agreement also contains non-compete provisions in the
event of Mr. Grant's termination of employment.

Mr. Grant's employment agreement also includes provisions governing the payment
of severance benefits if his employment is terminated for any other reason other
than his voluntary resignation, death, disability or discharge for cause. In the
event that Mr. Grant's employment is terminated us without cause or due to
certain change of control events, Mr. Grant is entitled to receive an amount
equal to his salary for the remaining term of the agreement plus an additional
cash payment of $250,000. If the termination occurs at anytime when the average
closing price for our common stock for the 30 trading days prior to termination
is equal to between $1.50 per share and $1.99 per share, the additional cash
payment will increase to $500,000. This payment will be further increased as
such average closing price increases, up to a maximum of $1,750,000 if such
average closing price is greater than $3.50 per share. If the termination is
because of a change of control of Gasco, the additional cash payment will be
based on the consideration per share paid to our shareholders in connection with
the change of control instead of the market price of our common stock. See
additional information in "Potential Payments Under Termination or Change in
Control."

Michael K. Decker Employment Agreement. Gasco entered into an employment
agreement with Mr. Decker effective July 1, 2003, that currently expires on
January 31, 2008. The agreement is automatically extended each year for an
additional one year-term from the next anniversary date unless the we notify Mr.
Decker in writing at least 120 days prior to the next anniversary date that we
will not be renewing the agreement on the next anniversary date. Mr. Decker
serves as Chief Operating Officer and Executive Vice President of Gasco. Mr.
Decker's employment agreement entitles him to an annual salary of $175,000
subject to increase at the discretion of the Board of Directors, and an annual
bonus equal to 0.75% of Gasco's cash flow from wells drilled by or on behalf of
Gasco. The Board of Directors approved an increase in Mr. Decker's annual salary
to $200,000 effective January 1, 2006. The employment agreement also provided
for the award of options to purchase 350,000 shares of common stock at $1.00 per
share. The options vested 16 2/3% at the end of each four month period after the
issuance date, February 14, 2003, until they became fully vested on February 14,
2005. Mr. Decker is also entitled to receive 10% of all option grants made by
Gasco each calendar year during the term of the agreement. Mr. Decker waived
this right with respect to all option grants during 2006, 2005 and 2004 in order
to reduce dilution to our shareholders and improve our access to the capital
markets.. In addition, the employment agreement provides that each year Mr.
Decker and we shall mutually agree on a performance-based bonus for Mr. Decker.
The employment agreement also contains non-compete provisions in the event of
Mr. Decker's termination of employment.

Mr. Decker's employment agreement also includes provisions governing the payment
of severance benefits if his employment is terminated for any reason other than
his voluntary resignation, death, disability or discharge for cause. In the
event that Mr. Decker's employment is terminated by us without cause or due to
certain change of control events, Mr. Decker is entitled to receive an amount
equal to his salary for the remaining term of the agreement plus an additional
cash payment of $250,000. If the termination occurs at anytime when the average
closing price for our common stock for the 30 trading days prior to termination
is equal to between $1.50 per share and $1.99 per share, the additional cash
payment will increase to $500,000. This payment will be further increased as
such average closing price increases, up to a maximum of $1,750,000 if such
average closing price is greater than $3.50 per share. If the termination is

because of a change of control of Gasco, the additional cash payment will be
based on the consideration per share paid to our shareholders in connection with
the change of control instead of the market price of our common stock. See
additional information in "Potential Payments Under Termination or Change in
Control."

Anti-Dilution Provisions of Employment Agreements and Consulting Agreement

The employment agreements for Messrs. Decker, Erickson and Grant and the
Strategic Consulting Agreement with Mr. Bruner described under "Certain
Relationships and Related Transactions" that became effective January 2, 2003,
as described above, do not contain any anti-dilution provisions.

EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth the compensation paid to our President and Chief
Executive Officer and each of our next highly compensated executive officers and
other employees for services rendered during the year ended December 31, 2006.

SUMMARY COMPENSATION TABLE
Restricted Stock
Stock Option All Other
Name & Principal Position Year Salary Bonus(1) Awards(2) Awards(1)(3) Compensation(4) Total
- ------------------------- ---- ------ -------- --------- ------------ --------------- -----

Mark A. Erickson ((3)) 2006 $ 200,000 $ 176,735 $ 2,900 $ 447,500 $ 8,800 $ 835,935
President
Chief Executive Officer

W. King Grant 2006 $ 200,000 $ 122,470 $ 2,900 $ 447,500 $ 8,800 $ 781,670
Executive Vice President
Chief Financial Officer

Michael K. Decker 2006 $ 200,000 $ 158,630 $ 2,900 $ 447,500 $ 8,800 $ 817,830
Executive Vice President
Chief Operations Officer

John D. Longwell 2006 $ 158,750 $ 50,000 $ 2,900 $ 179,000 $ 8,136 $ 398,786
Operations Manager

Robin Dean 2006 $ 118,354 $ 25,000 $ 2,900 $ 179,000 $ 5,648 $ 330,902
Geology Manager

- ----------------------

(1) Bonuses and Stock Option Awards of each executive officer were
determined by the Compensation Committee based on the factors
described above under the heading "Compensation Discussion and
Analysis", placing significant weight on the success of Gasco, and the
executive's contribution thereto, in reducing drilling and completion
costs in 2006, though this was offset by the low commodity price at
year end that resulted in the negative revision to our reserves.

(2) Restricted stock awards were made on December 15, 2006 and were valued
at $2.90 per share which represents the stock price on the grant date
and is equal to the FAS 123(R) value of the restricted stock on that
date. The restricted shares vest 20% on the first anniversary, 20% on
the second anniversary and 60% on the third anniversary of the awards.

(3) Stock option awards were made on April 26, 2006 and were valued at
$3.58 per share which represents the FAS 123(R) value of the option on
that date. Under FAS 123R, the grant date fair value of each stock
option award is calculated on the date of grant using the
Black-Scholes option valuation model. The Black-Scholes model was used
with the following assumptions: volatility rate of 88.4%; risk-free
interest rate of 4.85% based on a U.S. Treasury rate of six years; and
a six-year option life. The options vest 16 2/3% at the end of each
four-month period after the issuance date.

(4) Amount represents the employer contribution to the 401(k) plan of the
individual.

Grants of Plan Based Awards

The following table sets forth information with respect to all stock options and
restricted stock granted during the year ended December 31, 2006 to the named
Executive Officers and other highly compensated employees.

GRANTS OF PLAN BASED AWARDS
- -------------------------- ------------ --------------------------------------- ---------------------------------------- ---------
All Other All Other Grant
Stock Option Exercise Date
Estimated Future Payouts Under Estimated Future Payouts Under Awards: Awards: or Base Fair
Non-Equity Incentive Plan Awards Equity Incentive Plan Awards Number of Number of Price of Value
-------------------------------- ---------------------------- Shares of Securities Option of Stock
Stock or Underlying Awards and
Threshold Target Maximum Threshold Target Maximum Units Options ($/Sh) Option
Name Grant Date ($) ($) ($) (#) (#) (#) (#) (#) (1) Awards(2)
- ------------------- ------------ --------- -------- -------- --------- ------- -------- ------- ----------- ------- ---------

Mark A. Erickson 4/26/06 -- -- -- -- -- -- 125,000 $5.69 $447,500
12/15/06 1,000 $2,900
- ------------------- ------------ --------- -------- -------- --------- ------- -------- ------- ----------- ------------------
W. King Grant 4/26/06 -- -- -- -- -- -- 125,000 $5.69 $447,500
12/15/06 1,000 $2,900
- ------------------- ------------ --------- -------- -------- --------- ------- -------- ------- ----------- ------------------
Michael K. Decker 4/26/06 -- -- -- -- -- -- 125,000 $5.69 $447,500
12/15/06 1,000 $2,900
- ------------------- ------------ --------- -------- -------- --------- ------- -------- ------- ----------- ------------------
John D. Longwell 4/26/06 -- -- -- -- -- -- 50,000 $5.69 $179,000
12/15/06 1,000 $2,900
- ------------------- ------------ --------- -------- -------- --------- ------- -------- ------- ----------- ------------------
Robin Dean 4/26/06 -- -- -- -- -- -- 50,000 $5.69 $179,000
12/15/06 1,000 $2,900
- ------------------- ------------ --------- -------- -------- --------- ------- -------- ------- ----------- ------------------

(1) The exercise price is equal to the closing market price per share on
the grant date.

(2) Stock option awards were made on April 26, 2006 and were valued at
$3.58 per share which represents the FAS 123(R) value of the option on
that date. Under FAS 123R, the grant date fair value of each stock
option award is calculated on the date of grant using the Black-Scholes
option valuation model. The Black-Scholes model was used with the
following assumptions: volatility rate of 88.4%; risk-free interest
rate of 4.85% based on a U.S. Treasury rate of six years; and a
six-year option life. The options vest 16 2/3% at the end of each
four-month period after the issuance date. Restricted stock awards were
made on December 15, 2006 and were valued at $2.90 per share which
represents the stock price on the grant date and is equal to the FAS
123(R) value of the restricted stock on that date. The restricted
shares vest 20% on the first anniversary, 20% on the second anniversary
and 60% on the third anniversary of the awards.

Outstanding Equity Awards at Fiscal Year-end

The following table shows outstanding stock option awards classified as
exercisable and unexercisable as of December 31, 2006 for to the named Executive
Officers and other highly compensated employees. The table also shows unvested
and unearned stock awards assuming a market value of $2.45 a share (the closing
market price of our stock on December 29, 2006).

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

- ------------------------------------------------------------------------------------------------------------------------------------
Option Awards Stock Awards
- ------------------------------------------------------------------------------------------------------------------------------------
Equity Incentive Plan
Incentive Awards:
Plan Market or
Awards: Payout Value
Number of Number of Number Market Number of of Unearned
Securities Securities of Number of Value of Unearned of Shares,
Underlying Underlying Securities Shares or Shares or Shares,Units Units
Unexercised Unexercised Underlying Units of Units of or Other or Other
Options Options Unexercised Option Option Stock That Stock that Rights that Rights That
(#) (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Exercisable Unexercisable Options Price Date Vested Vested Not Vested Vested
Name (1) (#) ($) (#)(2) ($) (#) ($)
- ----------------- ---------- --------------- ---------- ---------- ------------ ---------- ----------- ---------- -----------

Mark A. Erickson 1,000,000 - - $1.00 1/2/11 77,400 $186,629 - -
25,000 - - 2.00 12/31/11
100,000 - - 1.92 7/27/14
106,664 53,336 - 3.39 6/9/15
- 125,000 - 5.69 4/26/16
- ------------------------------------------------------------------------------------------------------------------------------------

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

W. King Grant 25,000 - - $3.00 3/22/07 49,400 $121,030 - -
25,000 - - 3.00 6/22/07
25,000 - - 1.92 9/22/07
25,000 - - 3.15 12/22/07
25,000 - - 3.15 3/22/07
25,000 - - 3.15 6/22/07
137,000 - - 2.00 12/31/11
200,000 - - 1.00 2/10/10
100,000 - - 1.92 7/27/14
106,664 53,336 - 3.39 6/9/15
- 125,000 - 5.69 4/26/16
- ------------------------------------------------------------------------------------------------------------------------------------

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Michael K. Decker 25,000 - - $3.15 1/2/07 49,400 $121,030 - -
25,000 - - 3.15 4/2/07
25,000 - - 3.15 10/2/07
25,000 - - 3.15 1/2/07
25,000 - - 3.15 4/2/08
25,000 - - 3.15 7/2/08
114,000 - - 2.00 12/31/11
350,000 - - 1.00 2/10/10
100,000 - - 1.92 7/24/14
106,664 53,336 - 3.39 6/9/15
- 125,000 - 5.69 4/26/16
- ------------------------------------------------------------------------------------------------------------------------------------
John D. Longwell 15,000 - - 1.00 2/10/13 18,600 45,569
33,336 - - 1.92 7/27/14
106,664 53,336 - 3.39 6/9/15
- 50,000 - 5.69 4/26/16

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Robin Dean 62,500 - - $3.00 8/8/11 7,700 $18,326 - -
62,500 - - 3.00 2/8/11
62,500 - - 3.00 8/8/12
62,500 - - 3.05 2/8/13
100,000 - - 1.00 2/10/13
50,000 - - 1.92 7/27/14
66,664 33,336 - 3.39 6/9/15
- 50,000 - 5.69 4/26/16
- ------------------------------------------------------------------------------------------------------------------------------------

(1) The unexercisable stock options with a strike price of $3.39 vest 50%
on 2/9/07 and the remaining 50% on 6/9/07. The unexercisable stock
options with a strike price of $5.69 vest 16 2/3% at the end of each
four-month period after the issuance date of 4/26/06.

(2) The unvested shares of restricted stock vest as follows: Mr.
Erickson's shares vest 76,000 shares on 6/14/06, 300 shares on
12/15/07, 500 shares on 12/15/08 and 600 shares on 12/15/09; Mr.
Grant's shares vest 48,000 shares on 6/14/06, 300 shares on 12/15/07,
500 shares on 12/15/08 and 600 shares on 12/15/09; Mr. Decker's shares
vest 48,000 shares on 6/14/06, 300 shares on 12/15/07, 500 shares on
12/15/08 and 600 shares on 12/15/09; Mr. Longwell's shares vest 17,200
shares on 6/14/06, 300 shares on 12/15/07, 500 shares on 12/15/08 and
600 shares on 12/15/09; and Mr. Dean's shares vest 6,080 shares on
6/14/06, 300 shares on 12/15/07, 500 shares on 12/15/08 and 600 shares
on 12/15/09.

Option Exercises and Stock Vested

The following table sets forth certain information regarding options and stock
awards exercised and vested, respectively, during 2006 for the persons named in
the Summary Compensation Table above.

OPTION EXERCISES AND STOCK
- --------------------- ------------------------------------------------------------------- -------------
Option Awards Stock Awards
- --------------------- -------------------------------- ---------------------------------- -------------
Number of Value Realized Number of Value
Shares Acquired on Upon Exercise Shares Acquired Realized on
Exercise on Vesting Vesting
Name (#) ($) (1) (#) ($) (2)
- --------------------- --------------- -------------------- --------------------- -----------------

Mark A. Erickson - - 138,333 $436,483
- --------------------- --------------- -------------------- --------------------- -----------------
W. King Grant 100,000 $79,375 46,500 153,050
- --------------------- --------------- -------------------- --------------------- -----------------
Michael K. Decker 125,000 248,378 16,500 63,050
- --------------------- --------------- -------------------- --------------------- -----------------
John D. Longwell 66,664 208,812 6,233 23,523
- --------------------- --------------- -------------------- --------------------- -----------------
Robin Dean - - 2,527 9,252
- --------------------- --------------- -------------------- --------------------- -----------------

(1) The value realized upon the exercise of the options is computed by
multiplying the difference between the exercise price of the stock
option and the market price of the common stock by the number of
shares of common stock exercised.

(2) The value of the restricted stock awards upon vesting was determined
by multiplying the number of shares of stock by the market price of
the shares on the vesting date.

We have no pension benefits for any of our officers or employees.

Potential Payments Under Termination or Change in Control

We have entered into employment agreements with Messrs. Erickson, Grant, and
Decker and a consulting agreement with Mr. Bruner (collectively, the
"Agreements"), which contain provisions regarding payments to be made to such
individuals (the "Service Providers") upon termination of their employment or
consulting relationship, as applicable. These Agreements are described in
greater detail in the sections of this proxy statement entitled "Employment
Agreements" and "Certain Transactions."

Pursuant to the Agreements, in the event one of the Service Providers is
terminated due to death or disability, by mutual agreement of the parties, after
90 days' notice by the Service Provider, or due to the expiration of the term of
the Agreement, the Service Provider will receive any salary (or consulting fee),
bonus compensation, and vacation accrued but unpaid through the date of
termination. The Service Provider will also be entitled to exercise any vested
options granted under our stock option plan for a period of one year following
the date of such termination. If we provide the Service Provider with 90 days'
notice that it will not renew the term of the Agreement, we will pay the Service
Provider a termination payment in an amount equal to the greater of (i) $250,000
($500,000 in the case of Mr. Erickson and Mr. Bruner), or (ii) the amount
specified in the table below based on the average closing price of our stock for
the thirty (30) trading days prior to the date of termination.

The Agreements also provide that if a Service Provider is terminated without
"cause" by Gasco or at the Service Provider's option for one of the reasons
specified in his Agreement, the Service Provider will receive (i) any salary (or
consulting fee), bonus compensation, and vacation accrued but unpaid through the
date of termination, and (ii) an amount equal to the greater of (A) his salary
(or consulting fee) for one year, or (B) his salary (or consulting fee) for the
remaining term of the Agreement plus an amount equal to the greater of (I)
$250,000 ($500,000 in the case of Mr. Erickson and Mr. Bruner), or (II) the
amount specified in the table below based on the average closing price of our
stock for the thirty (30) trading days prior to the date of termination. In
addition, any unvested stock options held by the Service Provider will
immediately vest and the Service Provider will be entitled to exercise all
vested options granted under our stock option plan for a period of one year
following the date of termination.

In the event a Service Provider is terminated as a result of a "change of
control," he will receive (i) any salary (or consulting fee), bonus
compensation, and vacation accrued but unpaid through the date of termination,
and (ii)(A) if the change of control has not been recommended by our Board of
Directors to its shareholders, an amount equal to the greater of (I) $750,000
($1,500,000 in the case of Mr. Erickson and Mr. Bruner) or (II) the amount
specified in the table below, or (B) if the change of control has been
recommended by our Board of Directors to its shareholders, the Service Provider
shall receive an amount based on the cash equivalent consideration paid to a
holder of one share of our common stock as set forth below, based on the average
closing price of our stock for the thirty (30) trading days prior to the date of
termination:

Value of consideration for Messrs. Decker Messrs. Erickson
Level each Common Share and Grant and Bruner
- ------------------------- ----------------------------- --------------------------- ---------------------------

I $1.00 - $1.49 $250,000 $500,000
II $1.50 - $.199 $500,000 $1,000,000
III $2.00 - $2.49 $1,000,000 $2,000,000
IV $2.50 - $2.99 $1,250,000 $2,500,000
V $3.00 - $3.49 $1,500,000 $3,000,000
VI >$3.50 $1,750,000 $3,500,000

In addition, in the event a Service Provider is terminated in connection with a
change of control, any unvested stock options held by the Service Provider will
immediately vest and the Service Provider will be entitled to exercise all
vested options granted under our stock option plan for a period of one year
following the date of termination.

For purposes of the Agreements, "cause" shall exist for termination of a Service
Provider if he (i) pleads or is found guilty of a felony involving an act of
dishonesty or moral turpitude by a court of competent jurisdiction; (ii) has
engaged in gross misconduct, materially and demonstratively injurious to Gasco;
(iii) has made any material misrepresentation or omission to Gasco regarding
affiliates of the Service Provider; (iv) has committed an unexcused material
breach of his duty in the course of his services to Gasco; (v) has been guilty
of habitual neglect of his duties; (vi) has usurped a corporate opportunity, is
guilty of fraudulent embezzlement of property or funds of Gasco, or committed
any act of fraud or intentional misrepresentation, moral turpitude, dishonesty
or other misconduct that would constitute a felony; or (vii) has committed a
material, unexcused breach of the Agreement; and a Service Provider will be
eligible to receive the same severance payment under the Agreement as he would
receive if terminated by us without cause if he terminates his employment, at
his option, for one of the following reasons: (A) Gasco significantly diminishes
his responsibilities without cause, (B) Gasco fails to maintain appropriate
directors' and officers' liability insurance, (C) in the case of Mr. Erickson
only, Gasco removes him from the Board of Directors of Gasco, or (D) in the case
of Mr. Grant only, Gasco requires him to relocate. In the case of Mr. Bruner,
only (B) is applicable.

For purposes of the Agreements, a "change of control" shall be deemed to have
occurred if: (i) there shall be consummated (A) any consolidation or merger of
Gasco with another corporation or entity and as a result of such consolidation
or merger less than 50% of the outstanding voting securities of the surviving or
resulting corporation or entity shall be owned, directly or indirectly, in the
aggregate by the stockholders of Gasco, other than "affiliates" (as defined in
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of any
party to such consolidation or merger, as the same shall have existed
immediately prior to such consolidation or merger, or (B) any sale, lease,
exchange or other transfer (or in one transaction or a series of related
transactions) of all, or substantially all, of the assets of Gasco; (ii) the
stockholders of Gasco shall have approved any plan or proposal for the
liquidation or dissolution of Gasco; (iii) any "person" (as such term is used in
the Section 13(d) and 14(d) (2) of the Exchange Act) shall have become the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of
50% or more of our outstanding common stock, without the prior approval of the
Board of Directors; (iv) during any period of two consecutive years, individuals
who at the beginning of such period constituted the entire Board of Directors
shall have ceased for any reason to constitute a majority thereof unless the
election, or the nomination for election by our stockholders, of each new
director was approved by vote of at least two-thirds of the directors then still
in office who were directors at the beginning of the period; (v) a change of

control of a nature that would be required to be reported in response to item
6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act shall
have occurred; or (vi) any consolidation or merger of Gasco with another
corporation or entity and as a result of such consolidation or merger the
Service Provider is not retained by the Board of Directors in his current
position.

The following table presents the amounts payable to the Service Providers
pursuant to the Agreements described above, assuming their employment or
consulting relationship, as applicable, was terminated on December 31, 2006 and
that all amounts earned had been paid as of the termination date.

Potential Payments for Termination or Change in Control
- ------------------------------------------------------------------------------------------------------------------
Termination Change in Control
- -------------------------- ------------------------------------------------ --------------------------------------
Termination by Gasco Not
Without Cause or by Board of Recommended
Non-Renewal Service Provider for Director by Board of
by Gasco Approved Reasons Recommended Directors
Name (1) (1) (1) (2)
- -------------------------- --------------------- -------------------------- ------------------- ------------------

Mark A. Erickson $2,500,000 $ 2,500,000 $ 2,500,000 $ 2,000,000
- -------------------------- --------------------- -------------------------- ------------------- ------------------
W. King Grant 1,250,000 1,250,000 1,250,000 1,000,000
- -------------------------- --------------------- -------------------------- ------------------- ------------------
Michael K. Decker 1,250,000 1,250,000 1,250,000 1,000,000
- -------------------------- --------------------- -------------------------- ------------------- ------------------
Marc Bruner 2,500,000 2,500,000 2,500,000 2,000,000
- -------------------------- --------------------- -------------------------- ------------------- ------------------

(1) Calculated using the average stock price during the 30 trading days
prior to 12/31/06 of $2.72.

(2) Calculated using the stock price as of 12/29/06 of $2.45.

The Agreements contain confidentiality and non-solicitation provisions. In the
event of a breach of any of these covenants, we could terminate the Service
Provider for cause (provided the breach was material and unexecuted). In
addition, we would be entitled to, in addition to its other remedies at law and
in equity, specific performance and may require the Service Provider to account
for any profits or other benefits received in violation thereof. The Agreements
do not prohibit the waiver of a breach of these covenants.

In addition to the Agreements, Mr. Bruner and Mr. Erickson have entered into a
Termination and Settlement Agreement with Gasco (the "Settlement Agreement").
The Settlement Agreement is described in greater detail above in the section of
this proxy statement entitled "Certain Relationships and Related Transactions."
Pursuant to the Settlement Agreement, Mr. Bruner and Mr. Erickson transferred to
Gasco, for no consideration, their right, title, and interest in any working,
royalty, overriding royalty, mineral or other interests located in the states of
Utah or Wyoming that they received pursuant to a distribution agreement
previously entered into between the parties. For each individual, these
interests range between .06% and 0.6% of our working interest in certain of its
Utah and Wyoming properties. In the Settlement Agreement, Gasco has agreed to
convey overriding royalty interests to Mr. Bruner and Mr. Erickson in the event
that (i) it sells all or substantially all of its interest in any properties
subject to the transferred interests, (ii) certain change of control (as defined
in the Settlement Agreement) events occur, or (iii) upon the termination of
Agreement between Gasco and Mr. Bruner or Mr. Erickson, as applicable. Assuming
a termination of their Agreements or a change of control occurring on December
31, 2006, the present value of the future cash flows from the overriding royalty
interests that Mr. Bruner or Mr. Erickson would receive, discounted at 10%,
would be $412,567 for Mr. Erickson and $406,523 for Mr. Bruner. These values

were determined based on the reserve value of the royalty interests as of
December 31, 2006, and the reserve report prepared for the valuation of these
interests used oil and gas prices of $45.53 per bbl of oil and $4.47 per mcf.

DIRECTOR COMPENSATION

Compensation of Directors

During 2006, each director of Gasco who was not a full-time employee or
consultant was paid a monthly director's fee of $3,000 plus an additional
monthly fee of $1,000 for each committee on which the director serves. Directors
are also entitled to receive additional compensation of $500 per half day for
each half day spent on Gasco business in excess of five whole days in a single
month. In addition, each director was reimbursed for reasonable travel expenses
incurred in connection with such director's attendance at Board of Directors and
Committee meetings.

In April 2006, the non-employee directors were granted options to purchase an
aggregate 550,000 shares of our Common Stock at an exercise price of $5.69 per
common share. The options vest 16 2/3% at the end of each four month period
following the grant date until such time that all options are vested.

The following table sets forth the compensation paid to our non employee
Directors for services rendered during the year ended December 31, 2006.

- ---------------------------------------------------------------------------------------------------------------------------------
DIRECTOR COMPENSATION
- ---------------------------- ------------ ---------- ---------- ----------------- ---------------- ----------------- ------------
Change in
Pension Value
Fees and
Earned or Non-Equity Nonqualified
Paid in Stock Option Incentive Plan Deferred All Other
Cash Awards Awards Compensation Compensation Compensation Total
Name ($) ($) ($) (1) ($) Earnings ($) ($)
- ---------------------------- ------------ ---------- ---------- ----------------- ---------------- ----------------- ------------

Marc Bruner (2) $246,735 - $ - - - - $120,000
- ---------------------------- ------------ ---------- ---------- ----------------- ---------------- ----------------- ------------
Richard Burgess 48,000 - 268,500 - - - 316,500
- ---------------------------- ------------ ---------- ---------- ----------------- ---------------- ----------------- ------------
Charles Crowell 81,500 - 447,500 - - - 529,000
- ---------------------------- ------------ ---------- ---------- ----------------- ---------------- ----------------- ------------
Richard Langdon 48,000 - 268,500 - - - 316,500
- ---------------------------- ------------ ---------- ---------- ----------------- ---------------- ----------------- ------------
Carmen Lotito 72,000 - 358,000 - - - 430,000
- ---------------------------- ------------ ---------- ---------- ----------------- ---------------- ----------------- ------------
John Schmit 52,000 - 268,500 - - - 320,500
- ---------------------------- ------------ ---------- ---------- ----------------- ---------------- ----------------- ------------
Carl Stadelhofer 60,000 - 358,000 - - - 418,000
- ---------------------------- ------------ ---------- ---------- ----------------- ---------------- ----------------- ------------

(1) Stock option awards were made on April 26, 2006 and were valued at
$3.58 per share which represents the FAS 123(R) value of the option on
that date. Under FAS 123R, the grant date fair value of each stock
option award is calculated on the date of grant using the
Black-Scholes option valuation model. The Black-Scholes model was used
with the following assumptions: volatility rate of 88.4%; risk-free
interest rate of 4.85% based on a U.S. Treasury rate of six years; and
a six-year option life. The options vest 16 2/3% at the end of each
four-month period after the issuance date.

(2) See discussion of Mr. Bruner's consulting agreement under "Certain
Relationships and Related Transactions" above.

Report of the Compensation Committee of Gasco

The Compensation Committee of the Board of Directors is responsible for setting
and administering the policies that govern the annual compensation and the
long-term compensation for our executive officers. The Compensation Committee
for the year ended December 31, 2006 was composed of Mr. Lotito, Mr. Crowell,
Mr. Stadelhofer, Mr. Schmit and Mr. Burgess, none of whom is employed by Gasco
or any of its subsidiaries. The Compensation Committee makes all decisions
concerning the compensation of executive officers who receive annual
compensation in excess of $100,000, determines the total amount of bonuses, if
any, to be paid and grants all awards of stock options and restricted stock. The
Compensation Committee's compensation practices are designed to attract,
motivate and retain key personnel by recognizing individual contributions, as
well as the overall performance of Gasco.

The Compensation Committee has reviewed and discussed the information included
in the "Compensation Discussion and Analysis" above. Based upon this review and
discussion, the Compensation Committee has recommended to the Board of Directors
that this information be included in the Gasco proxy statement.

The foregoing report is made by the Compensation Committee of our Board of
Directors. The members of the Committee during 2006 were Mr. Lotito, Mr.
Crowell, Mr. Stadelhofer, Mr. Schmit and Mr. Burgess.

CARMEN LOTITO
CHARLES B. CROWELL
CARL STADELHOFER
JOHN A. SCHMIT
RICHARD J. BURGESS

Compensation Committee Interlocks and Insider Participation

During 2006, the Compensation Committee of the Board was comprised of five
directors, Mr. Lotito, Mr. Crowell, Mr. Stadelhofer, Mr. Schmit and Mr. Burgess.
None of these directors is or was an officer of Gasco or any of its subsidiaries
at any time now or in the past. None of our executive officers served as a
director or member of a compensation committee of any entity that employed any
of our directors during 2006.

Report of the Audit Committee

The Audit Committee of the Board of Directors is composed of four non-employee
directors who satisfy the requirements of the AMEX listing standards and
applicable rules and regulations of the Exchange Act as to independence. The
Audit Committee operates under a written charter, which was approved by the
Board of Directors in April 2001.

The Audit Committee's primary duties and responsibilities are to provide
independent, objective oversight of our accounting functions and internal
controls. The Audit Committee annually reviews and recommends to the Board the
selection of our independent auditors, subject to shareholder ratification.

Management is responsible for our internal controls and the financial reporting
process. The independent auditors are responsible for performing an independent
audit of our financial statements in accordance with generally accepted auditing
standards and to issue a report thereon. The Audit Committee's responsibility is
to monitor and oversee these processes.

The Audit Committee has reviewed and discussed the audited financial statements
with management and with the independent auditors. The Audit Committee has also
discussed with the independent auditors, the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees), as
currently in effect.

The independent auditors also provided to the Audit Committee the written
disclosures and letter required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Audit Committee has
discussed with the independent auditors their independence with respect to
Gasco.

Based on the above discussions and review with management and the independent
auditors, the Audit Committee recommended to the Board that the audited
financial statements be included in our Annual Report on Form 10-K for the year
ended December 31, 2006 for filing with the Securities and Exchange Commission.

Audit Committee:

CHARLES B. CROWELL
RICHARD S. LANGDON
CARMEN J. (TONY) LOTITO
CARL STADELHOFER

We have adopted a Financial Code of Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer and
controller and is available on our internet website at www.gascoenergy.com. Our
Corporate Code of Business Conduct and Ethics that applies to all directors,
officers and employees is also available on our internet website. In the event
that an amendment to, or a waiver from, a provision of our Financial Code of
Ethics or its Corporate Code of Business Conduct and Ethics is necessary, we
intend to post such information on its website.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(Item B on Proxy Card)

The Board of Directors has appointed the firm of Hein & Associates LLP as the
independent auditors of Gasco for the fiscal year ending December 31, 2007, and
recommends ratification by the stockholders of such appointment. Hein &
Associates LLP served as the independent auditor of Gasco for the fiscal year
ended December 31, 2006. Representatives of Hein & Associates LLP are expected
to be present at the annual meeting, have an opportunity to make statements
regarding Gasco and be available to respond to appropriate questions.

The Board of Directors recommends a vote "For" approval of the proposal to
ratify the appointment of Hein & Associates LLP as our independent auditors for
2007.

AUDIT FEES SUMMARY

Audit fees relate to the quarterly reviews, the financial statement and internal
control audit for the years ended December 31, 2006 and 2005 and all other
services provided in connection with the statutory and regulatory filings during
these fiscal years.

The following table summarizes the fees paid to the independent accountants
during the periods presented.

For the Year Ended December 31,
----------------- ---------------------
2006 2005
---- ----

Audit Fees $ 260,000 $ 325,935
Audit Related Fees 7,500 -
Tax Fees 39,200 -
-------- --------
Total $ 306,700 $ 325,935
========= =========

The Audit Committee pre-approves the fees associated with our audit and tax
engagements. During the course of the year, if additional non-audit services are
identified, these services are presented to the Audit Committee for
pre-approval. The audit related fees incurred during 2006 related to review
services associated with a potential acquisition by Gasco. All fees incurred
during 2006 and 2005 were approved by the full Audit Committee. The Audit
Committee and the Board of Directors considered the services listed above to be
compatible with maintaining the accountants' independence.

OTHER MATTERS

The Board of Directors does not know of any other matters that are to be
presented for action at the Annual Meeting. However, if any other matters
properly come before the Annual Meeting or any adjournment(s) thereof, it is
intended that the enclosed proxy will be voted in accordance with the judgment
of the persons named in the proxy.

STOCKHOLDER PROPOSALS AND NOMINATIONS

Any stockholder who wishes to submit a proposal for inclusion in the proxy
material for our 2008 Annual Meeting of Stockholders must comply with Rule 14a-8
under the Securities Exchange Act of 1934. Under Rule 14a-8, such proposal must
be submitted to the Secretary of Gasco at the address indicated on the cover
page of this proxy statement, so that the Secretary receives it no later than
December 14, 2007. However, if the date of the 2008 Annual Meeting of
Stockholders is more than 30 days from May 15, 2008, the deadline is a
reasonable time prior to our printing of the proxy materials, which deadline
will be communicated to the stockholders in our public filings.

In addition, our Bylaws provide that only such business as is properly brought
before the Annual Meeting will be conducted. For business to be properly brought
before the meeting or for nominations of persons for election to the Board of
Directors to be properly made at the Annual Meeting by a stockholder and not
included in our proxy statement for such meeting, notice must be received by the
Secretary of Gasco at the address indicated on the cover page not earlier than
the close of business on January 17, 2008 and not later than the close of
business on February 15, 2008; provided that in the event that the date of the
2008 annual meeting is more than thirty days before or more than seventy days
after May 15, 2007, such notice must be so delivered not earlier than the close

of business on the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made by Gasco. On request, the Secretary of Gasco will provide
detailed instructions for submitting proposals or nominations. A copy of the
Bylaws may also be obtained upon request from the Secretary of Gasco.

By Order of the Board of Directors,

/s/ W. King Grant
W. King Grant
Secretary
April 13, 2007

Proxy - Gasco Energy, Inc.

Meeting Details

Proxy Solicited by Board of Directors for Annual Meeting - May 15, 2007

Charles B. Crowell and Richard S. Langdon, or any of them, each with the power
of substitution, are hereby authorized to represent and vote the shares of the
undersigned, with all the powers which the undersigned would possess if
personally present, at the Annual Meeting of Stockholders of Gasco Energy, Inc.
to be held on Tuesday, May 15, 2007 at 10:00 a.m., Mountain Daylight Time, in
the Lone Tree Room of the Marriott Denver South at Park Meadows, located at
10345 Park Meadows Drive, Littleton, Colorado, or at any postponement or
adjournment thereof.

Shares represented by this proxy will be voted as directed by the stockholder.
If no such directions are indicated, the Proxies will have authority to vote FOR
the nominees listed in Proposal A, and FOR proposal B.

In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting.

(Continued and to be voted on reverse side.)

Annual Meeting Proxy Card

A. Election of Directors.
The Board of Directors recommends a vote FOR the listed nominees.

For Withhold
01 Marc A. Bruner [ ] [ ]
02 Richard J. Burgess [ ] [ ]
03 Charles B. Crowell [ ] [ ]
04 Mark A. Erickson [ ] [ ]
05 Richard S. Langdon [ ] [ ]
06 Carmen J. (Tony) Lotito [ ] [ ]
07 John A. Schmit [ ] [ ]
08 Carl Stadelhofer [ ] [ ]

B. Proposal
The Board of Directors recommends a vote FOR the following proposal.

For Against Abstain
Proposal to ratify the appointment of Hein & [ ] [ ] [ ]
Associates LLP as independent auditors of
Gasco Energy, Inc. for the fiscal year ending
December 31, 2007.

C. Authorized Signatures - Sign Here - This section must be completed for your
instructions to be executed. NOTE: Please sign your name(s) EXACTLY as your
name(s) appear(s) on the proxy. All joint holders must sign. When signing as
attorney, trustee, executor, administrator, guardian or corporate officer,
please provide your FULL title.

Signature 1 - Please keep Signature 2 - Please keep Date (mm/dd/yyyy)
signature within the box signature within the box

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