SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

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

Date of Report (Date of earliest event reported): September 1, 1999


Commission File Number: 0-7914

                        BASIC EARTH SCIENCE SYSTEMS, INC.
                        ---------------------------------
              (Exact name of registrant as specified in its charter)

            Delaware                                             84-0592823
            --------                                             ----------
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

     8547 E. Arapahoe Rd. #J-464
     Greenwood Village, Colorado                                    80112
     ---------------------------                                    -----
(Address of principal executive offices)                          (Zip Code)

                                 (303) 773-8000
                                 --------------
                   (Registrant telephone including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter  period the  registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
                                Yes ( X ) No ( )

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

                            Common Stock: 16,530,487
                            ------------------------




                         INFORMATION INCLUDED IN REPORT

Item 5 Other Events

On September 20, 1999, Basic Earth Science Systems,  Inc. (Basic or the Company)
received  the  resignation  of Mr.  G.W.  Breuer  from  the  Company's  board of
directors,  effective  September 1, 1999. In his resignation  letter, Mr. Breuer
did not convey any  dispute  with the  Company  or with the  remaining  board of
directors.

In a previous  Form 8-K,  dated August 31, 1999,  the Company  reported that Mr.
Breuer,  along with his wife, sold all of their directly controlled Basic common
stock, comprising 3,765,272 shares, approximately 22.8% of the Company.

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

                                        BASIC EARTH SCIENCE SYSTEMS, INC.



Date: September 22, 1999                By: /s/ Ray Singleton
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                                        Ray Singleton, President