<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 2005

                                                           REGISTRATION NO. 333-

================================================================================

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

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                           FAR EAST ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                       <C>
                   NEVADA                                       88-0459590
      (State or Other Jurisdiction of                        (I.R.S. Employer
       Incorporation or Organization)                     Identification Number)
</TABLE>

<TABLE>
<S>                                                             <C>
400 N. SAM HOUSTON PARKWAY EAST, SUITE 205
              HOUSTON, TEXAS                                       77060
 (Address of Principal Executive Offices)                       (Zip Code)
</TABLE>

                           FAR EAST ENERGY CORPORATION
                            2005 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                  MICHAEL R. MCELWRATH, CHIEF EXECUTIVE OFFICER
                           FAR EAST ENERGY CORPORATION
                   400 N. SAM HOUSTON PARKWAY EAST, SUITE 205
                              HOUSTON, TEXAS 77060
                                 (832) 598-0470
            (Name, address and telephone number of agent for service)

                                 with a copy to:

                                  W. CREWS LOTT
                              BAKER & MCKENZIE LLP
                          2001 ROSS AVENUE, SUITE 2300
                               DALLAS, TEXAS 75201
                                 (214) 978-3000

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
         TITLE OF EACH CLASS OF                            PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
            SECURITIES TO BE               AMOUNT TO BE   OFFERING PRICE PER   AGGREGATE OFFERING   REGISTRATION
             REGISTERED (1)                 REGISTERED        SHARE (2)            PRICE (2)            FEE
----------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>                  <C>                  <C>
Common Stock, par value $0.001 per share     3,500,000           $1.68             $5,880,000          $692.08
----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Shares of common stock of Far East Energy Corporation (the "Company"),
     $0.001 par value per share (the "Common Stock"), being registered hereby
     relate to the Far East Energy Corporation 2005 Stock Incentive Plan.
     Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
     amended (the "Securities Act"), there are also being registered such
     additional shares of Common Stock as may become issuable pursuant to the
     anti-dilution provisions of those agreements.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) promulgated under the Securities Act, on
     the basis of the average of the bid and ask prices of the Common Stock on
     October 20, 2005, as reported on the OTC Bulletin Board.

================================================================================

<PAGE>

                                     PART I

                  INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

     The information specified by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the provisions of Rule 428
under the Securities Act and the introductory Note to Part I of Form S-8.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed in (a) through (d) below that we have filed with the
Securities and Exchange Commission (the "SEC") are hereby incorporated by
reference into this Registration Statement. All documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to the Registration Statement which indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.

     (a)  The Company's Annual Report on Form 10-K for the year ended December
          31, 2004;

     (b)  The Company's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 2005 and June 30, 2005;

     (c)  The Company's Current Reports on Form 8-K dated January 4, 2005,
          January 6, 2005, January 19, 2005, January 21, 2005, February 7, 2005,
          March 17, 2005, April 15, 2005, June 2, 2005, June 28, 2005, August
          30, 2005, September 26, 2005, September 29, 2005, October 12, 2005 and
          October 20, 2005; and

     (d)  The description of the Company's Common Stock as contained in the
          Company's Registration Statement on Form 10-SB12G/A, filed with the
          SEC on May 16, 2001, pursuant to Section 12 of the Exchange Act,
          including all amendments and reports filed for the purpose of updating
          such descriptions.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.


                                      II-1

<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article XI of our Articles of Incorporation limits the liability of our
directors and officers. It provides that a director or officer of the company
will not be personally liable to the company or its stockholders for monetary
damages for breach of fiduciary duty as a director or officer, except for
liability (a) for any breach of the director's or officer's duty of loyalty to
the company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or (c) for
any transaction from which the director or officer derived any improper personal
benefit. It also provides that any repeal or modification of the foregoing
provision will be prospective only, and will not adversely affect any limitation
on the personal liability of a director or officer existing at the time of such
repeal or modification.

     Nevada Revised Statutes Section 78.138 currently provides that a director
or officer will not be individually liable unless it is proven that (a) the
director's or officer's act or failure to act constituted a breach of his or her
fiduciary duties as a director or officer and (b) such breach involved
intentional misconduct, fraud or a knowing violation of the law. To the extent
that Article XI of our Articles of Incorporation would be deemed to be
inconsistent with Section 78.138, the provisions of such statute should control.


     Additionally, Nevada Revised Statutes Sections 78.7502 and 78.751 permits
us to indemnify our directors and officers as follows:

     1. A corporation may indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or completed
     action, suit or proceeding, whether civil, criminal, administrative or
     investigative, except an action by or in the right of the corporation, by
     reason of the fact that he is or was a director, officer, employee or agent
     of the corporation, or is or was serving at the request of the corporation
     as a director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise, against expenses,
     including attorneys' fees, judgments, fines and amounts paid in settlement
     actually and reasonably incurred by him in connection with the action, suit
     or proceeding if he (a) is not liable pursuant to Section 78.138 of the
     Nevada Revised Statutes or (b) acted in good faith and in a manner which he
     reasonably believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding, had no
     reasonable cause to believe his conduct was unlawful. The termination of
     any action, suit or proceeding by judgment, order, settlement, conviction,
     or upon a plea of nolo contendere or its equivalent, does not, of itself,
     create a presumption that the person is liable pursuant to Section 78.138
     or did not act in good faith and in a manner which he reasonably believed
     to be in or not opposed to the best interests of the corporation, or that,
     with respect to any criminal action or proceeding, he had reasonable cause
     to believe that his conduct was unlawful.

     2. A corporation may indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses, including amounts paid in settlement and attorneys' fees actually
     and reasonably incurred by him in connection with the defense or settlement
     of the action or suit if he (a) is not liable pursuant to 78.138 of the
     Nevada Revised Statutes or (b) acted in good faith and in a manner which he
     reasonably believed to be in or not opposed to the best interests of the
     corporation. Indemnification may not be made for any claim, issue or matter
     as to which such a person has been adjudged by a court of competent
     jurisdiction, after exhaustion of all appeals therefrom, to be liable to
     the corporation or for amounts paid in settlement to the corporation,
     unless and only to the extent that the court in which the action or suit
     was brought or other court of competent jurisdiction determines, upon
     application, that in view of all the circumstances of the case, the person
     is fairly and reasonably entitled to indemnity for such expenses as the
     court deems proper.

     3. To the extent that a director, officer, employee or agent of a
     corporation has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in subsections 1 and 2 above, or
     in defense of any claim, issue or matter herein, he must be indemnified by
     the corporation against expenses, including attorneys' fees, actually and
     reasonably incurred by him in connection with the defense.


                                      II-2

<PAGE>

     4. Any discretionary indemnification under subsections 1 and 2 above,
     unless ordered by a court or advanced pursuant to subsection 5 below, may
     be made by the corporation only as authorized in the specific case upon a
     determination that indemnification of the director, officer, employee or
     agent is proper in the circumstances. The determination must be made:

          (a)  By the stockholders;

          (b)  By the board of directors by majority vote of a quorum consisting
               of directors who were not parties to the action, suit or
               proceeding;

          (c)  If a majority vote of a quorum consisting of directors who were
               not parties to the action, suit or proceeding so orders, by
               independent legal counsel in a written opinion; or

          (d)  If a quorum consisting of directors who were not parties to the
               act, suit or proceeding cannot be obtained, by independent legal
               counsel in a written opinion.

     5. The articles of incorporation, the bylaws or an agreement made by the
     corporation may provide that the expenses of officers and directors
     incurred in defending a civil or criminal action, suit or proceeding must
     be paid by the corporation as they are incurred and in advance of the final
     disposition of the action, suit or proceeding, upon receipt of an
     undertaking by or on behalf of the director or officer to repay the amount
     if it is ultimately determined by a court of competent jurisdiction that he
     is not entitled to be indemnified by the corporation. The provisions of
     this subsection do not affect any rights to advancement of expenses to
     which corporate personnel other than directors or officers may be entitled
     under any contract or otherwise by law.

     6. The indemnification and advancement of expenses authorized in or ordered
     by a court pursuant to Nevada Revised Statutes Section 78.7502 and Section
     78.751:

          (a)  Does not exclude any other rights to which a person seeking
               indemnification or advancement of expenses may be entitled under
               the articles of incorporation or any bylaw, agreement, vote of
               stockholders or disinterested directors or otherwise, for either
               an action in his official capacity or an action in another
               capacity while holding his office, except that indemnification,
               unless ordered by a court pursuant to subsection 1 or 2 above or
               for the advancement of expenses made pursuant to subsection 5
               above, may not be made to or on behalf of any director or officer
               if a final adjudication establishes that his acts or omissions
               involved intentional misconduct, fraud or a knowing violation of
               the law and was material to the cause of action; and

          (b)  Continues for a person who has ceased to be a director, officer,
               employee or agent and inures to the benefit of the heirs,
               executors and administrators of such a person.

     Our Amended and Restated Bylaws provide for mandatory indemnification of
directors and officers generally consistent with the foregoing provisions of the
Nevada Revised Statutes. In addition, we have entered into agreements with our
chief executive officer and chief financial officer, which provide for
indemnification to the fullest extent allowed by applicable law. We may purchase
and maintain insurance on behalf of our directors, officers, employees and
agents for any liability asserted against such persons and liability or expenses
incurred by such persons in their capacity as a director, officer, employee or
agent, or arising out of status as such, whether or not the company has the
authority to indemnify such persons against such liability and expenses.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     None.


                                      II-3

<PAGE>

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO   DESCRIPTION
----------   -----------
<S>          <C>
4.1          Articles of Incorporation of the Company, as amended (filed as
             Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
             year ended December 31, 2004, which was filed on March 15, 2005,
             and incorporated herein by reference).

4.2          Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to
             the Company's Current Report on Form 8-K filed on March 17, 2005,
             and incorporated herein by reference).

4.3          Specimen stock certificate (filed as Exhibit 4.5 to the Company's
             Annual Report on Form 10-K for the year ended December 31, 2004,
             which was filed on March 15, 2005, and incorporated herein by
             reference).

4.4          Far East Energy Corporation 2005 Stock Incentive Plan (filed as
             Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
             June 2, 2005, and incorporated herein by reference).

4.5          Form of Non-Qualified Stock Option Agreement for Far East Energy
             Corporation 2005 Stock Incentive Plan (filed as Exhibit 10.3 to the
             Company's Current Report on Form 8-K filed on June 2, 2005, and
             incorporated herein by reference).

4.6          Form of Incentive Stock Option Agreement for Far East Energy
             Corporation 2005 Stock Incentive Plan (filed as Exhibit 10.4 to the
             Company's Current Report on Form 8-K filed on June 2, 2005, and
             incorporated herein by reference).

5.1*         Opinion of Kummer Kaempfer Bonner & Renshaw.

23.1*        Consent of Payne, Falkner, Smith & Jones, P.C.

23.2*        Consent of Kummer Kaempfer Bonner & Renshaw (incorporated by
             reference to Exhibit 5.1 to this Registration Statement).

24.1*        Power of Attorney (included in the signature page to this
             Registration Statement).
</TABLE>

----------
*    Filed herewith.

ITEM 9. UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which any offers or sales are being
          made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in aggregate, represent a fundamental change in the information
               set forth in the registration statement. Notwithstanding the
               foregoing, any increase or decrease in volume of securities
               offered (if the total dollar value of securities offered would
               not exceed that which was registered) and any deviation from the
               low or high end of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the Commission
               pursuant to Rule 424(b) if, in the aggregate, the changes in
               volume and price represent no more than 20 percent change in the
               maximum aggregate offering price


                                      II-4

<PAGE>

               set forth in the "Calculation of Registration Fee" table in the
               effective registration statement; and

          (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any other material change to such information in the
               registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the Registrant pursuant to
          section 13 or section 15(d) of the Exchange Act that are incorporated
          by reference in the registration statement.

     (2)  That for the purpose of determining any liability under the Securities
          Act of 1933, each such post-effective amendment shall be deemed to be
          a new registration statement relating to the securities offered
          therein and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
     Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act that is
     incorporated by reference in the registration statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.


                                      II-5

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 20th day of October,
2005.

                                        FAR EAST ENERGY CORPORATION


                                        By: /s/ Michael R. McElwrath
                                            ------------------------------------
                                            Michael R. McElwrath
                                            Chief Executive Officer

                                POWER OF ATTORNEY

We, the undersigned officers and directors of Far East Energy Corporation hereby
severally and individually constitute and appoint Michael R. McElwrath and Bruce
N. Huff, and each of them, the true and lawful attorneys and agents of each of
us to execute in the name, place and stead of each of us (individually and in
any capacity stated below) any and all amendments to this Registration Statement
on Form S-8, and all instruments necessary or advisable in connection therewith,
and to file the same with the Securities and Exchange Commission, each of said
attorneys and agents to have power to act with or without the other and to have
full power and authority to do and perform in the name and on behalf of each of
the undersigned every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any of the undersigned
might or could do in person, and we hereby ratify and confirm our signatures as
they may be signed by our said attorneys and agents and each of them to any and
all such amendments and other instruments.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
          SIGNATURE                                TITLE                                 DATE
          ---------                                -----                                 ----
<S>                             <C>                                               <C>


/s/ Michael R. McElwrath        Chief Executive Officer, President and Director   October 20, 2005
-----------------------------   (Principal Executive Officer)
Michael R. McElwrath


/s/ Bruce N. Huff               Chief Financial Officer                           October 20, 2005
-----------------------------   (Principal Financial and Accounting Officer)
Bruce N. Huff


/s/ John C. Mihm                Chairman of the Board                             October 20, 2005
-----------------------------
John C. Mihm


/s/ Thomas E. Williams          Director                                          October 20, 2005
-----------------------------
Thomas E. Williams


/s/ Donald A. Juckett           Director                                          October 20, 2005
-----------------------------
Donald A. Juckett


/s/ Randall D. Keys             Director                                          October 20, 2005
-----------------------------
Randall D. Keys

                                Director
-----------------------------
Tim Whyte
</TABLE>


                                      II-6

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO   DESCRIPTION
----------   -----------
<S>          <C>
4.1          Articles of Incorporation of the Company, as amended (filed as
             Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
             year ended December 31, 2004, which was filed on March 15, 2005,
             and incorporated herein by reference).

4.2          Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to
             the Company's Current Report on Form 8-K filed on March 17, 2005,
             and incorporated herein by reference).

4.3          Specimen stock certificate (filed as Exhibit 4.5 to the Company's
             Annual Report on Form 10-K for the year ended December 31, 2004,
             which was filed on March 15, 2005, and incorporated herein by
             reference).

4.4          Far East Energy Corporation 2005 Stock Incentive Plan (filed as
             Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
             June 2, 2005, and incorporated herein by reference).

4.5          Form of Non-Qualified Stock Option Agreement for Far East Energy
             Corporation 2005 Stock Incentive Plan (filed as Exhibit 10.3 to the
             Company's Current Report on Form 8-K filed on June 2, 2005, and
             incorporated herein by reference).

4.6          Form of Incentive Stock Option Agreement for Far East Energy
             Corporation 2005 Stock Incentive Plan (filed as Exhibit 10.4 to the
             Company's Current Report on Form 8-K filed on June 2, 2005, and
             incorporated herein by reference).

5.1*         Opinion of Kummer Kaempfer Bonner Renshaw & Ferrario.

23.1*        Consent of Payne, Falkner, Smith & Jones, P.C.

23.2*        Consent of Kummer Kaempfer Bonner & Renshaw (incorporated by
             reference to Exhibit 5.1 to this Registration Statement).

24.1*        Power of Attorney (included in the signature page to this
             Registration Statement).
</TABLE>

----------
*    Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "h29515sv8.txt", "description": "FAR EAST ENERGY CORPORATION", "secsgml_size_bytes": 28207}]
{"company-data": {"conformed-name": "FAR EAST ENERGY CORP", "cik": "0001124024", "assigned-sic": "1311", "irs-number": "880459590", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-129169", "film-number": "051148879"}, "business-address": {"street1": "400 N. SAM HOUSTON PARKWAY E.", "street2": "SUITE 205", "city": "HOUSTON", "state": "TX", "zip": "77060", "phone": "7135861900"}, "mail-address": {"street1": "400 N. SAM HOUSTON PARKWAY E.", "street2": "SUITE 205", "city": "HOUSTON", "state": "TX", "zip": "77060"}, "former-company": {"former-conformed-name": "EZFOODSTOP COM", "date-changed": "20010306"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 2005

                                                           REGISTRATION NO. 333-

================================================================================

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

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                           FAR EAST ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)
NEVADA                                       88-0459590
      (State or Other Jurisdiction of                        (I.R.S. Employer
       Incorporation or Organization)                     Identification Number)
400 N. SAM HOUSTON PARKWAY EAST, SUITE 205
              HOUSTON, TEXAS                                       77060
 (Address of Principal Executive Offices)                       (Zip Code)
FAR EAST ENERGY CORPORATION
                            2005 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                  MICHAEL R. MCELWRATH, CHIEF EXECUTIVE OFFICER
                           FAR EAST ENERGY CORPORATION
                   400 N. SAM HOUSTON PARKWAY EAST, SUITE 205
                              HOUSTON, TEXAS 77060
                                 (832) 598-0470
            (Name, address and telephone number of agent for service)

                                 with a copy to:

                                  W. CREWS LOTT
                              BAKER & MCKENZIE LLP
                          2001 ROSS AVENUE, SUITE 2300
                               DALLAS, TEXAS 75201
                                 (214) 978-3000

                                   ----------

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
         TITLE OF EACH CLASS OF                            PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
            SECURITIES TO BE               AMOUNT TO BE   OFFERING PRICE PER   AGGREGATE OFFERING   REGISTRATION
             REGISTERED (1)                 REGISTERED        SHARE (2)            PRICE (2)            FEE
----------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001 per share     3,500,000           $1.68             $5,880,000          $692.08
----------------------------------------------------------------------------------------------------------------
(1)  Shares of common stock of Far East Energy Corporation (the "Company"),
     $0.001 par value per share (the "Common Stock"), being registered hereby
     relate to the Far East Energy Corporation 2005 Stock Incentive Plan.
     Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
     amended (the "Securities Act"), there are also being registered such
     additional shares of Common Stock as may become issuable pursuant to the
     anti-dilution provisions of those agreements.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) promulgated under the Securities Act, on
     the basis of the average of the bid and ask prices of the Common Stock on
     October 20, 2005, as reported on the OTC Bulletin Board.

================================================================================
PART I

                  INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

     The information specified by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the provisions of Rule 428
under the Securities Act and the introductory Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed in (a) through (d) below that we have filed with the
Securities and Exchange Commission (the "SEC") are hereby incorporated by
reference into this Registration Statement. All documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to the Registration Statement which indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.

     (a)  The Company's Annual Report on Form 10-K for the year ended December
          31, 2004;

     (b)  The Company's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 2005 and June 30, 2005;

     (c)  The Company's Current Reports on Form 8-K dated January 4, 2005,
          January 6, 2005, January 19, 2005, January 21, 2005, February 7, 2005,
          March 17, 2005, April 15, 2005, June 2, 2005, June 28, 2005, August
          30, 2005, September 26, 2005, September 29, 2005, October 12, 2005 and
          October 20, 2005; and

     (d)  The description of the Company's Common Stock as contained in the
          Company's Registration Statement on Form 10-SB12G/A, filed with the
          SEC on May 16, 2001, pursuant to Section 12 of the Exchange Act,
          including all amendments and reports filed for the purpose of updating
          such descriptions.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

                                      II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article XI of our Articles of Incorporation limits the liability of our
directors and officers. It provides that a director or officer of the company
will not be personally liable to the company or its stockholders for monetary
damages for breach of fiduciary duty as a director or officer, except for
liability (a) for any breach of the director's or officer's duty of loyalty to
the company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or (c) for
any transaction from which the director or officer derived any improper personal
benefit. It also provides that any repeal or modification of the foregoing
provision will be prospective only, and will not adversely affect any limitation
on the personal liability of a director or officer existing at the time of such
repeal or modification.

     Nevada Revised Statutes Section 78.138 currently provides that a director
or officer will not be individually liable unless it is proven that (a) the
director's or officer's act or failure to act constituted a breach of his or her
fiduciary duties as a director or officer and (b) such breach involved
intentional misconduct, fraud or a knowing violation of the law. To the extent
that Article XI of our Articles of Incorporation would be deemed to be
inconsistent with Section 78.138, the provisions of such statute should control.

     Additionally, Nevada Revised Statutes Sections 78.7502 and 78.751 permits
us to indemnify our directors and officers as follows:

     1. A corporation may indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or completed
     action, suit or proceeding, whether civil, criminal, administrative or
     investigative, except an action by or in the right of the corporation, by
     reason of the fact that he is or was a director, officer, employee or agent
     of the corporation, or is or was serving at the request of the corporation
     as a director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise, against expenses,
     including attorneys' fees, judgments, fines and amounts paid in settlement
     actually and reasonably incurred by him in connection with the action, suit
     or proceeding if he (a) is not liable pursuant to Section 78.138 of the
     Nevada Revised Statutes or (b) acted in good faith and in a manner which he
     reasonably believed to be in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or proceeding, had no
     reasonable cause to believe his conduct was unlawful. The termination of
     any action, suit or proceeding by judgment, order, settlement, conviction,
     or upon a plea of nolo contendere or its equivalent, does not, of itself,
     create a presumption that the person is liable pursuant to Section 78.138
     or did not act in good faith and in a manner which he reasonably believed
     to be in or not opposed to the best interests of the corporation, or that,
     with respect to any criminal action or proceeding, he had reasonable cause
     to believe that his conduct was unlawful.

     2. A corporation may indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses, including amounts paid in settlement and attorneys' fees actually
     and reasonably incurred by him in connection with the defense or settlement
     of the action or suit if he (a) is not liable pursuant to 78.138 of the
     Nevada Revised Statutes or (b) acted in good faith and in a manner which he
     reasonably believed to be in or not opposed to the best interests of the
     corporation. Indemnification may not be made for any claim, issue or matter
     as to which such a person has been adjudged by a court of competent
     jurisdiction, after exhaustion of all appeals therefrom, to be liable to
     the corporation or for amounts paid in settlement to the corporation,
     unless and only to the extent that the court in which the action or suit
     was brought or other court of competent jurisdiction determines, upon
     application, that in view of all the circumstances of the case, the person
     is fairly and reasonably entitled to indemnity for such expenses as the
     court deems proper.

     3. To the extent that a director, officer, employee or agent of a
     corporation has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in subsections 1 and 2 above, or
     in defense of any claim, issue or matter herein, he must be indemnified by
     the corporation against expenses, including attorneys' fees, actually and
     reasonably incurred by him in connection with the defense.

                                      II-2
4. Any discretionary indemnification under subsections 1 and 2 above,
     unless ordered by a court or advanced pursuant to subsection 5 below, may
     be made by the corporation only as authorized in the specific case upon a
     determination that indemnification of the director, officer, employee or
     agent is proper in the circumstances. The determination must be made:

          (a)  By the stockholders;

          (b)  By the board of directors by majority vote of a quorum consisting
               of directors who were not parties to the action, suit or
               proceeding;

          (c)  If a majority vote of a quorum consisting of directors who were
               not parties to the action, suit or proceeding so orders, by
               independent legal counsel in a written opinion; or

          (d)  If a quorum consisting of directors who were not parties to the
               act, suit or proceeding cannot be obtained, by independent legal
               counsel in a written opinion.

     5. The articles of incorporation, the bylaws or an agreement made by the
     corporation may provide that the expenses of officers and directors
     incurred in defending a civil or criminal action, suit or proceeding must
     be paid by the corporation as they are incurred and in advance of the final
     disposition of the action, suit or proceeding, upon receipt of an
     undertaking by or on behalf of the director or officer to repay the amount
     if it is ultimately determined by a court of competent jurisdiction that he
     is not entitled to be indemnified by the corporation. The provisions of
     this subsection do not affect any rights to advancement of expenses to
     which corporate personnel other than directors or officers may be entitled
     under any contract or otherwise by law.

     6. The indemnification and advancement of expenses authorized in or ordered
     by a court pursuant to Nevada Revised Statutes Section 78.7502 and Section
     78.751:

          (a)  Does not exclude any other rights to which a person seeking
               indemnification or advancement of expenses may be entitled under
               the articles of incorporation or any bylaw, agreement, vote of
               stockholders or disinterested directors or otherwise, for either
               an action in his official capacity or an action in another
               capacity while holding his office, except that indemnification,
               unless ordered by a court pursuant to subsection 1 or 2 above or
               for the advancement of expenses made pursuant to subsection 5
               above, may not be made to or on behalf of any director or officer
               if a final adjudication establishes that his acts or omissions
               involved intentional misconduct, fraud or a knowing violation of
               the law and was material to the cause of action; and

          (b)  Continues for a person who has ceased to be a director, officer,
               employee or agent and inures to the benefit of the heirs,
               executors and administrators of such a person.

     Our Amended and Restated Bylaws provide for mandatory indemnification of
directors and officers generally consistent with the foregoing provisions of the
Nevada Revised Statutes. In addition, we have entered into agreements with our
chief executive officer and chief financial officer, which provide for
indemnification to the fullest extent allowed by applicable law. We may purchase
and maintain insurance on behalf of our directors, officers, employees and
agents for any liability asserted against such persons and liability or expenses
incurred by such persons in their capacity as a director, officer, employee or
agent, or arising out of status as such, whether or not the company has the
authority to indemnify such persons against such liability and expenses.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     None.

                                      II-3
ITEM 8.  EXHIBITS.
EXHIBIT NO   DESCRIPTION
----------   -----------
4.1          Articles of Incorporation of the Company, as amended (filed as
             Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
             year ended December 31, 2004, which was filed on March 15, 2005,
             and incorporated herein by reference).

4.2          Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to
             the Company's Current Report on Form 8-K filed on March 17, 2005,
             and incorporated herein by reference).

4.3          Specimen stock certificate (filed as Exhibit 4.5 to the Company's
             Annual Report on Form 10-K for the year ended December 31, 2004,
             which was filed on March 15, 2005, and incorporated herein by
             reference).

4.4          Far East Energy Corporation 2005 Stock Incentive Plan (filed as
             Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
             June 2, 2005, and incorporated herein by reference).

4.5          Form of Non-Qualified Stock Option Agreement for Far East Energy
             Corporation 2005 Stock Incentive Plan (filed as Exhibit 10.3 to the
             Company's Current Report on Form 8-K filed on June 2, 2005, and
             incorporated herein by reference).

4.6          Form of Incentive Stock Option Agreement for Far East Energy
             Corporation 2005 Stock Incentive Plan (filed as Exhibit 10.4 to the
             Company's Current Report on Form 8-K filed on June 2, 2005, and
             incorporated herein by reference).

5.1*         Opinion of Kummer Kaempfer Bonner & Renshaw.

23.1*        Consent of Payne, Falkner, Smith & Jones, P.C.

23.2*        Consent of Kummer Kaempfer Bonner & Renshaw (incorporated by
             reference to Exhibit 5.1 to this Registration Statement).

24.1*        Power of Attorney (included in the signature page to this
             Registration Statement).
----------
*    Filed herewith.

ITEM 9. UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which any offers or sales are being
          made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in aggregate, represent a fundamental change in the information
               set forth in the registration statement. Notwithstanding the
               foregoing, any increase or decrease in volume of securities
               offered (if the total dollar value of securities offered would
               not exceed that which was registered) and any deviation from the
               low or high end of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the Commission
               pursuant to Rule 424(b) if, in the aggregate, the changes in
               volume and price represent no more than 20 percent change in the
               maximum aggregate offering price

                                      II-4
set forth in the "Calculation of Registration Fee" table in the
               effective registration statement; and

          (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any other material change to such information in the
               registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the Registrant pursuant to
          section 13 or section 15(d) of the Exchange Act that are incorporated
          by reference in the registration statement.

     (2)  That for the purpose of determining any liability under the Securities
          Act of 1933, each such post-effective amendment shall be deemed to be
          a new registration statement relating to the securities offered
          therein and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
     Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act that is
     incorporated by reference in the registration statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                      II-5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 20th day of October,
2005.

                                        FAR EAST ENERGY CORPORATION

                                        By: /s/ Michael R. McElwrath
                                            ------------------------------------
                                            Michael R. McElwrath
                                            Chief Executive Officer

                                POWER OF ATTORNEY

We, the undersigned officers and directors of Far East Energy Corporation hereby
severally and individually constitute and appoint Michael R. McElwrath and Bruce
N. Huff, and each of them, the true and lawful attorneys and agents of each of
us to execute in the name, place and stead of each of us (individually and in
any capacity stated below) any and all amendments to this Registration Statement
on Form S-8, and all instruments necessary or advisable in connection therewith,
and to file the same with the Securities and Exchange Commission, each of said
attorneys and agents to have power to act with or without the other and to have
full power and authority to do and perform in the name and on behalf of each of
the undersigned every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any of the undersigned
might or could do in person, and we hereby ratify and confirm our signatures as
they may be signed by our said attorneys and agents and each of them to any and
all such amendments and other instruments.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE                                TITLE                                 DATE
          ---------                                -----                                 ----
/s/ Michael R. McElwrath        Chief Executive Officer, President and Director   October 20, 2005
-----------------------------   (Principal Executive Officer)
Michael R. McElwrath

/s/ Bruce N. Huff               Chief Financial Officer                           October 20, 2005
-----------------------------   (Principal Financial and Accounting Officer)
Bruce N. Huff

/s/ John C. Mihm                Chairman of the Board                             October 20, 2005
-----------------------------
John C. Mihm

/s/ Thomas E. Williams          Director                                          October 20, 2005
-----------------------------
Thomas E. Williams

/s/ Donald A. Juckett           Director                                          October 20, 2005
-----------------------------
Donald A. Juckett

/s/ Randall D. Keys             Director                                          October 20, 2005
-----------------------------
Randall D. Keys

                                Director
-----------------------------
Tim Whyte
II-6
EXHIBIT INDEX
EXHIBIT NO   DESCRIPTION
----------   -----------
4.1          Articles of Incorporation of the Company, as amended (filed as
             Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
             year ended December 31, 2004, which was filed on March 15, 2005,
             and incorporated herein by reference).

4.2          Amended and Restated Bylaws of the Company (filed as Exhibit 3.1 to
             the Company's Current Report on Form 8-K filed on March 17, 2005,
             and incorporated herein by reference).

4.3          Specimen stock certificate (filed as Exhibit 4.5 to the Company's
             Annual Report on Form 10-K for the year ended December 31, 2004,
             which was filed on March 15, 2005, and incorporated herein by
             reference).

4.4          Far East Energy Corporation 2005 Stock Incentive Plan (filed as
             Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
             June 2, 2005, and incorporated herein by reference).

4.5          Form of Non-Qualified Stock Option Agreement for Far East Energy
             Corporation 2005 Stock Incentive Plan (filed as Exhibit 10.3 to the
             Company's Current Report on Form 8-K filed on June 2, 2005, and
             incorporated herein by reference).

4.6          Form of Incentive Stock Option Agreement for Far East Energy
             Corporation 2005 Stock Incentive Plan (filed as Exhibit 10.4 to the
             Company's Current Report on Form 8-K filed on June 2, 2005, and
             incorporated herein by reference).

5.1*         Opinion of Kummer Kaempfer Bonner Renshaw & Ferrario.

23.1*        Consent of Payne, Falkner, Smith & Jones, P.C.

23.2*        Consent of Kummer Kaempfer Bonner & Renshaw (incorporated by
             reference to Exhibit 5.1 to this Registration Statement).

24.1*        Power of Attorney (included in the signature page to this
             Registration Statement).
----------
*    Filed herewith.