<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 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

                                KCS ENERGY, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                         22-2889587
      (State or other jurisdiction                            (I.R.S. Employer
    of incorporation or organization)                        Identification No.)

    5555 SAN FELIPE ROAD, SUITE 1200
             HOUSTON, TEXAS                                         77056
(Address of Principal Executive Offices)                         (Zip Code)

                                KCS ENERGY, INC.
               2005 EMPLOYEE AND DIRECTORS STOCK PLAN, AS AMENDED
                            (Full title of the plan)

                                 FREDERICK DWYER
                                KCS ENERGY, INC.
                        5555 SAN FELIPE ROAD, SUITE 1200
                              HOUSTON, TEXAS 77056
                     (Name and address of agent for service)

                                 (713) 877-8006
          (Telephone number, including area code, of agent for service)

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

                                   COPIES TO:
                                 DIANA M. HUDSON
                                ANDREWS KURTH LLP
                             600 TRAVIS, SUITE 4200
                              HOUSTON, TEXAS 77002
                                 (713) 220-4200

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                           AMOUNT TO BE    PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
           TITLE OF SECURITIES              REGISTERED      OFFERING PRICE   AGGREGATE OFFERING  REGISTRATION
            TO BE REGISTERED                  (1)(2)        PER SHARE (3)          PRICE              FEE
---------------------------------------  ----------------  ----------------  ------------------  ------------
<S>                                      <C>               <C>               <C>                 <C>
Common Stock, par value $0.01 per share  5,508,779 shares       $14.96         $82,411,333.84       $ 9,700
</TABLE>

(1)   Pursuant to Rule 416(a) under the Securities Act, there is also being
      registered such additional number of shares of Common Stock that become
      available under the plan because of events such as recapitalizations,
      stock dividends, stock splits or similar transactions effected without the
      receipt of consideration that increases the number of outstanding shares
      of common stock.

(2)   Represents shares of Common Stock reserved for issuance under the KCS
      Energy, Inc. 2005 Employee and Directors Stock Plan, as amended.

(3)   The registration fee for such shares was calculated in accordance with
      Rule 457(h) under the Securities Act of 1933, as amended, based on the
      average of the high and low prices of the Common Stock as reported on the
      New York Stock Exchange Composition Tape on June 3, 2005.

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

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this registration statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. KCS Energy, Inc. (the "Company") shall maintain a file of such
documents in accordance with the provisions of Rule 428(a)(2) of the Securities
Act. Upon request, the Company shall furnish to the Commission or its staff a
copy of any or all of the documents included in the file.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The Company incorporates by reference in this registration statement the
following documents and information previously filed with the Commission:

      (1)   The annual report on Form 10-K for the fiscal year ended December
            31, 2004 as filed by the Company with the Commission (File No.
            001-13781) on March 16, 2005.

      (2)   The quarterly report on Form 10-Q for the fiscal quarter ended March
            31, 2005 as filed by the Company with the Commission (File No.
            001-13781) on May 10, 2005.

      (3)   The current reports on Form 8-K as filed by the Company with the
            Commission (File No. 001-13781) on February 28, 2005 (except for
            Item 7.01 thereof and the related exhibit), April 5, 2005 (except
            for Item 7.01 thereof and the related exhibit), April 11, 2005,
            April 19, 2005 (except for Item 7.01 thereof and the related
            exhibit), May 19, 2005 and May 31, 2005.

      (4)   The description of the Company's common stock contained in the
            Company's Registration Statement on Form 8-A (File No. 001-11698),
            dated January 25, 1993, filed with the Commission on January 27,
            1993, and any amendment or report filed for the purpose of updating
            that description.

      All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any
information furnished pursuant to Item 2.02 and Item 7.01 on any current report
on Form 8-K) subsequent to the date of this registration statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

      Any statement contained herein or in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article IX(b)(1) of the Company's Restated Certificate of Incorporation
      states that:

      "Each person who was or is made a party or is threatened to be made a
      party to or is involved in any threatened, pending or completed action,
      suit or proceeding, whether civil, criminal, administrative or
      investigative (other than an action by or in the right of the Corporation)
      (hereinafter a "proceeding"), by reason of the fact that he or she or a
      person of whom he or she is the legal representative, is or was a director
      or officer of the Corporation, or is or was serving at the request of the
      Corporation as a director, officer, employee or agent of another
      corporation or of a partnership, joint venture, trust or other enterprise,
      including service with respect to employee benefit plans, whether the
      basis of such proceeding is alleged action or inaction in an official
      capacity as a director, officer, employee or agent or in any other
      capacity while serving as a director, officer, employee or agent, shall be
      indemnified and held harmless by the Corporation to the fullest extent
      authorized by the Delaware General Corporation Law, as the same exists or
      may hereafter be amended (but in the case of any such amendment, only to
      the extent that such amendment permits the Corporation to provide broader
      indemnification rights than said law permitted the Corporation to provide
      prior to such amendment), against all expense, liability and loss
      (including attorneys' fees, judgments, fines, ERISA excise taxes or
      penalties and amounts paid or to be paid in settlement) reasonably
      incurred or suffered by such person in connection

                                      II-1

<PAGE>

      therewith if the person in good faith and in a manner the person
      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 the person's conduct was unlawful, and such
      indemnification shall continue as to a person who has ceased to be a
      director, officer, employee or agent and shall inure to the benefit of his
      or her heirs, executors and administrators; provided, however, that,
      except as provided in this paragraph (b), the Corporation shall indemnify
      any such person seeking indemnification in connection with a proceeding
      (or part thereof) initiated by such person only if such proceeding (or
      part thereof) was authorized by the Board of Directors of the Corporation.
      The right to indemnification conferred in this paragraph (b) shall be a
      contract right and shall include the right to be paid by the Corporation
      the expenses incurred in defending any such proceeding in advance of its
      final disposition; provided, however, that, if the Delaware General
      Corporation Law requires, the payment of such expenses incurred by a
      director or officer in his or her capacity as a director or officer of the
      Corporation (and not in any other capacity in which service was or is
      rendered by such person while a director or officer, including, without
      limitation, service to an employee benefit plan) in advance of the final
      disposition of a proceeding, shall be made only upon delivery to the
      Corporation of an undertaking, by or on behalf of such director or
      officer, to repay all amounts so advanced if it shall ultimately be
      determined that such director or officer is not entitled to be indemnified
      under this Section or otherwise. The Corporation may, by action of its
      Board of Directors, provide indemnification to employees and agents of the
      Corporation with the same scope and effect as the foregoing
      indemnification of directors and officers."

Further, pursuant to Article IX(b)(3) of the Restated Certification of
Incorporation of the Company, the foregoing right to indemnification is not
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Restated Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested directors or otherwise.

      Section 145 of the General Corporation Law of the State of Delaware (the
      "DGCL") provides as follows:

      "(a) A corporation shall have power to 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 (other than an action by or in the right
      of the corporation) by reason of the fact that the person 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
      the person in connection with such action, suit or proceeding if the
      person acted in good faith and in a manner the person 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 the person's 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, shall not, of itself,
      create a presumption that the person did not act in good faith and in a
      manner which the person 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 reasonable cause to believe that the person's
      conduct was unlawful.

      (b) A corporation shall have power to 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 the person 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) actually and
      reasonably incurred by the person in connection with the defense or
      settlement of such action or suit if the person acted in good faith and in
      a manner the person reasonably believed to be in or not opposed to the
      best interests of the corporation and except that no indemnification may
      be made in respect of any claim, issue or matter as to which such person
      shall have been adjudged to be liable to the corporation unless and only
      to the extent that the Court of Chancery or the court in which such action
      or suit was brought shall determine upon application that, despite the
      adjudication of liability but in view of all the circumstances of the
      case, such person is fairly and reasonably

                                      II-2

<PAGE>

      entitled to indemnity for such expenses which the Court of Chancery or
      such other court shall deem proper.

      (c) To the extent that a present or former director or officer of a
      corporation has been successful on the merits or otherwise in the defense
      of any action, suit or proceeding referred to in subsections (a) and (b)
      of this section, or in defense of any claim, issue or matter therein, such
      person shall be indemnified against expenses (including attorneys' fees)
      actually and reasonably incurred by such person in connection therewith.

      (d) Any indemnification under subsections (a) and (b) of this section
      (unless ordered by a court) shall be made by the corporation only as
      authorized in the specific case upon a determination that indemnification
      of the present or former director, officer, employee or agent is proper in
      the circumstances because the person has met the applicable standard of
      conduct set forth in subsections (a) and (b) of this section. Such
      determination shall be made, with respect to a person who is a director or
      officer at the time of such determination, (1) by a majority vote of the
      directors who are not parties to such action, suit or proceeding, even
      though less than a quorum, or (2) by a committee of such directors
      designated by majority vote of such directors, even though less than a
      quorum, or (3) if there are no such directors, or if such directors so
      direct, by independent legal counsel in a written opinion, or (4) by the
      stockholders.

      (e) Expenses (including attorneys' fees) incurred by an officer or
      director in defending any civil, criminal, administrative or investigative
      action, suit or proceeding may be paid by the corporation in advance of
      the final disposition of such action, suit or proceeding upon receipt of
      an undertaking by or on behalf of such director or officer to repay such
      amount if it shall ultimately be determined that such person is not
      entitled to be indemnified by the corporation as authorized in this
      section. Such expenses (including attorneys' fees) incurred by former
      directors and officers or other employees and agents may be so paid upon
      such terms and conditions, if any, as the corporation deems appropriate.

      (f) The indemnification and advancement of expenses provided by, or
      granted pursuant to, the other subsections of this section shall not be
      deemed exclusive of any other rights to which those seeking
      indemnification or advancement of expenses may be entitled under any
      bylaw, agreement, vote of stockholders or disinterested directors or
      otherwise, both as to action in such person's official capacity and as to
      action in another capacity while holding such office.

      (g) A corporation shall have power to purchase and maintain insurance on
      behalf of any person who 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 any
      liability asserted against such person and incurred by such person in any
      such capacity, or arising out of such person's status as such, whether or
      not the corporation would have the power to indemnify such person against
      such liability under this section.

      (h) For purposes of this section, references to "the corporation" shall
      include, in addition to the resulting corporation, any constituent
      corporation (including any constituent of a constituent) absorbed in a
      consolidation or merger which, if its separate existence had continued,
      would have had power and authority to indemnify its directors, officers,
      and employees or agents, so that any person who is or was a director,
      officer, employee or agent of such constituent corporation, or is or was
      serving at the request of such constituent corporation as a director,
      officer, employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise, shall stand in the same position under
      this section with respect to the resulting or surviving corporation as
      such person would have with respect to such constituent corporation if its
      separate existence had continued.

      (i) For purposes of this section, references to "other enterprises" shall
      include employee benefit plans; references to "fines" shall include any
      excise taxes assessed on a person with respect to any employee benefit
      plan; and references to "serving at the request of the corporation" shall
      include any service as a director, officer, employee or agent of the
      corporation which imposes duties on, or involves services by, such
      director, officer, employee, or agent with respect to an employee benefit
      plan, its participants or beneficiaries; and a person who acted in good
      faith and in a manner such person reasonably believed to be in the
      interest of the participants and beneficiaries of an

                                      II-3

<PAGE>

      employee benefit plan shall be deemed to have acted in a manner "not
      opposed to the best interests of the corporation" as referred to in this
      section.

      (j) The indemnification and advancement of expenses provided by, or
      granted pursuant to, this section shall, unless otherwise provided when
      authorized or ratified, continue as to a person who has ceased to be a
      director, officer, employee or agent and shall inure to the benefit of the
      heirs, executors and administrators of such a person.

      (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
      hear and determine all actions for advancement of expenses or
      indemnification brought under this section or under any bylaw, agreement,
      vote of stockholders or disinterested directors, or otherwise. The Court
      of Chancery may summarily determine a corporation's obligation to advance
      expenses (including attorneys' fees)."

      The Company's Restated Certificate of Incorporation provide that the
Company may secure insurance on behalf of any officer, director, employee or
agent. Specifically, Article IX(b)(4) of the Company's Restated Certificate of
Incorporation provides as follows:

      "The Corporation may maintain insurance, at its expense, to protect itself
      and any person who is or was a director, officer, employee or agent of the
      Corporation or another corporation, partnership, joint venture, trust or
      other enterprise against any such expense, liability or loss, whether or
      not the Corporation would have the power to indemnify such person against
      such expense, liability or loss under the Delaware General Corporation
      Law."

In accordance with its Restated Certificate of Incorporation, the Company has
obtained an insurance policy providing for indemnification of officers and
directors of the Company and certain other persons against liabilities and
expenses incurred by any of them in certain stated proceedings and under certain
stated conditions.

      The Company's Restated Certificate of Incorporation and the DGCL limit the
personal liability of directors to the Company and its stockholders for monetary
damages resulting from breaches of the director's fiduciary duties. Section
102(b)(7) of the DGCL provides in part that a corporation's certificate of
incorporation may contain:

      "A provision eliminating or limiting the personal liability of a director
      to the corporation or its stockholders for monetary damages for breach of
      fiduciary duty as a director, provided that such provision shall not
      eliminate or limit the liability of a director: (i) for any breach of the
      director's duty of loyalty to the corporation or its stockholders; (ii)
      for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law; (iii) under Section 174 of this
      title; or (iv) for any transaction from which the director derived an
      improper personal benefit."

      Article IX(a) of the Company's Restated Certificate of Incorporation
      similarly states that:

      "A director of the Corporation shall not be personally liable to the
      Corporation or its stockholders for monetary damages for breach of
      fiduciary duty as director, except for liability (i) for any breach of the
      director's duty of loyalty to the Corporation or its stockholders, (ii)
      for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law, (iii) under Section 174 of the
      Delaware General Corporation Law, or (iv) for any transaction from which
      the director derived an improper personal benefit."

      Reference is made to Item 9 for the Company's undertakings with respect to
indemnification for liabilities arising under the Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      Exhibit
      Number            Description
      --------          -----------

      +4.1              Restated Certificate of Incorporation of KCS Energy, Inc
                        (incorporated by reference to Exhibit (3)i to Form 10-K
                        (File No. 001-13781) filed with the Commission on April
                        2, 2001).

                                      II-4

<PAGE>

      +4.2              Restated By-Laws of KCS Energy, Inc. (incorporated by
                        reference to Exhibit (3)iii to Form 10-K (File No.
                        001-13781) filed with the Commission on April 2, 2001).

      +4.3              Amendments to Restated By-Laws of KCS Energy, Inc.
                        effective April 22, 2003 (incorporated by reference to
                        Exhibit 3.1 to Form 10-Q (File No. 001-13781) filed with
                        the Commission on August 14, 2003).

      +4.4              Form of Common Stock Certificate, $0.01 Par Value
                        (incorporated by reference to Exhibit 5 to registration
                        statement on Form 8-A (No. 001-11698) filed with the
                        Commission on January 27, 1993).

      +4.5              Indenture, dated as of April 1, 2004, among KCS Energy,
                        Inc., certain of its subsidiaries and U.S. Bank National
                        Association (incorporated by reference to Exhibit 4.1 to
                        Form 10-Q (File No. 001-13781) filed with the Commission
                        on May 10, 2004).

      +4.6              Form of 7-1/8% Senior Note due 2012 (included in Exhibit
                        4.5).

      +4.7              First Supplemental Indenture, dated as of April 8, 2005,
                        to Indenture dated as of April 1, 2004, among KCS
                        Resources, Inc., Medallion California Properties
                        Company, KCS Energy Services, Inc, Proliq, Inc. and U.S.
                        Bank National Association, as trustee (incorporated by
                        reference to Exhibit 4.1 to Form 8-K (File No.
                        001-13781) filed with the Commission on April 11, 2005).

      *4.8              KCS Energy, Inc. 2005 Employee and Directors Stock Plan.

      +4.9              First Amendment of KCS Energy, Inc. 2005 Employee and
                        Directors Stock Plan (incorporated by reference to
                        Exhibit 10.1 to KCS' Form 8-K (File No. 001-13781) filed
                        with the Commission on May 19, 2005).

      *5.1              Opinion of Andrews Kurth LLP with respect to legality of
                        the securities.

      *23.1             Consent of Ernst & Young LLP.

      *23.2             Consent of Netherland, Sewell and Associates, Inc.

      *23.3             Consent of Andrews Kurth LLP (included as part of
                        Exhibit 5.1).

      *24.1             Power of Attorney (set forth on the signature page of
                        this registration statement).

----------
+ Incorporated by reference.
* Filed herewith.

ITEM 9. UNDERTAKINGS.

(a)   The undersigned registrant hereby undertakes:

      (1) To file, during any period in which 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 the 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 a 20% change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective registration statement;

                                      II-5

<PAGE>

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

      Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this
      section 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 Securities Exchange Act of
      1934 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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 provisions described under Item 6 above, 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 of 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-6

<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 June 10, 2005.

                                     KCS ENERGY, INC.

                                     By: /s/ Frederick Dwyer
                                         ---------------------------------------
                                             Frederick Dwyer
                                        Vice President, Controller and Secretary

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of KCS Energy, Inc. hereby constitutes and appoints James W.
Christmas, Joseph T. Leary and Frederick Dwyer, and each of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
and any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the same, as fully to
all intents and purposes as he himself might or could do if personally present,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done.

      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/ James W. Christmas      Chairman and Chief Executive Officer   June 10, 2005
--------------------------- (Principal Executive Officer)
   James W. Christmas

 /s/ William N. Hahne            President and Chief Operating     June 10, 2005
---------------------------         Officer and Director
    William N. Hahne

/s/ Joseph T. Leary          Vice President and Chief Financial    June 10, 2005
--------------------------- Officer (Principal Financial Officer)
     Joseph T. Leary

 /s/ Frederick Dwyer           Vice President, Controller and      June 10, 2005
---------------------------   Secretary (Principal Accounting
     Frederick Dwyer                    Officer)

 /s/ G. Stanton Geary                      Director                June 10, 2005
---------------------------
    G. Stanton Geary

 /s/ Gary A. Merriman                      Director                June 10, 2005
---------------------------
    Gary A. Merriman

/s/ Robert G. Raynolds                     Director                June 10, 2005
---------------------------
   Robert G. Raynolds
</TABLE>

<PAGE>

<TABLE>
<S>                                        <C>                     <C>
/s/ Joel D. Siegel                         Director                June 10, 2005
---------------------------
     Joel D. Siegel

/s/ Christopher A. Viggiano                Director                June 10, 2005
---------------------------
 Christopher A. Viggiano
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

      Exhibit
      Number            Description
      --------          -----------

      +4.1              Restated Certificate of Incorporation of KCS Energy, Inc
                        (incorporated by reference to Exhibit (3)i to Form 10-K
                        (File No. 001-13781) filed with the Commission on April
                        2, 2001).

      +4.2              Restated By-Laws of KCS Energy, Inc. (incorporated by
                        reference to Exhibit (3)iii to Form 10-K (File No.
                        001-13781) filed with the Commission on April 2, 2001).

      +4.3              Amendments to Restated By-Laws of KCS Energy, Inc.
                        effective April 22, 2003 (incorporated by reference to
                        Exhibit 3.1 to Form 10-Q (File No. 001-13781) filed with
                        the Commission on August 14, 2003).

      +4.4              Form of Common Stock Certificate, $0.01 Par Value
                        (incorporated by reference to Exhibit 5 to registration
                        statement on Form 8-A (No. 001-11698) filed with the
                        Commission on January 27, 1993).

      +4.5              Indenture, dated as of April 1, 2004, among KCS Energy,
                        Inc., certain of its subsidiaries and U.S. Bank National
                        Association (incorporated by reference to Exhibit 4.1 to
                        Form 10-Q (File No. 001-13781) filed with the Commission
                        on May 10, 2004).

      +4.6              Form of 7-1/8% Senior Note due 2012 (included in Exhibit
                        4.5).

      +4.7              First Supplemental Indenture, dated as of April 8, 2005,
                        to Indenture dated as of April 1, 2004, among KCS
                        Resources, Inc., Medallion California Properties
                        Company, KCS Energy Services, Inc, Proliq, Inc. and U.S.
                        Bank National Association, as trustee (incorporated by
                        reference to Exhibit 4.1 to Form 8-K (File No.
                        001-13781) filed with the Commission on April 11, 2005).

      *4.8              KCS Energy, Inc. 2005 Employee and Directors Stock Plan.

      +4.9              First Amendment of KCS Energy, Inc. 2005 Employee and
                        Directors Stock Plan (incorporated by reference to
                        Exhibit 10.1 to KCS' Form 8-K (File No. 001-13781) filed
                        with the Commission on May 19, 2005).

      *5.1              Opinion of Andrews Kurth LLP with respect to legality of
                        the securities.

      *23.1             Consent of Ernst & Young LLP.

      *23.2             Consent of Netherland, Sewell and Associates, Inc.

      *23.3             Consent of Andrews Kurth LLP (included as part of
                        Exhibit 5.1).

      *24.1             Power of Attorney (set forth on the signature page of
                        this registration statement).

----------
+ Incorporated by reference.
* Filed herewith.
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{"company-data": {"conformed-name": "KCS ENERGY INC", "cik": "0000832820", "assigned-sic": "1311", "irs-number": "222889587", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-125690", "film-number": "05888963"}, "business-address": {"street1": "5555 SAN FELIPE ROAD", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "9086321770"}, "former-company": {"former-conformed-name": "KCS GROUP INC", "date-changed": "19920310"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 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

                                KCS ENERGY, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                         22-2889587
      (State or other jurisdiction                            (I.R.S. Employer
    of incorporation or organization)                        Identification No.)

    5555 SAN FELIPE ROAD, SUITE 1200
             HOUSTON, TEXAS                                         77056
(Address of Principal Executive Offices)                         (Zip Code)

                                KCS ENERGY, INC.
               2005 EMPLOYEE AND DIRECTORS STOCK PLAN, AS AMENDED
                            (Full title of the plan)

                                 FREDERICK DWYER
                                KCS ENERGY, INC.
                        5555 SAN FELIPE ROAD, SUITE 1200
                              HOUSTON, TEXAS 77056
                     (Name and address of agent for service)

                                 (713) 877-8006
          (Telephone number, including area code, of agent for service)

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

                                   COPIES TO:
                                 DIANA M. HUDSON
                                ANDREWS KURTH LLP
                             600 TRAVIS, SUITE 4200
                              HOUSTON, TEXAS 77002
                                 (713) 220-4200

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

                         CALCULATION OF REGISTRATION FEE
AMOUNT TO BE    PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
           TITLE OF SECURITIES              REGISTERED      OFFERING PRICE   AGGREGATE OFFERING  REGISTRATION
            TO BE REGISTERED                  (1)(2)        PER SHARE (3)          PRICE              FEE
---------------------------------------  ----------------  ----------------  ------------------  ------------
Common Stock, par value $0.01 per share  5,508,779 shares       $14.96         $82,411,333.84       $ 9,700
(1)   Pursuant to Rule 416(a) under the Securities Act, there is also being
      registered such additional number of shares of Common Stock that become
      available under the plan because of events such as recapitalizations,
      stock dividends, stock splits or similar transactions effected without the
      receipt of consideration that increases the number of outstanding shares
      of common stock.

(2)   Represents shares of Common Stock reserved for issuance under the KCS
      Energy, Inc. 2005 Employee and Directors Stock Plan, as amended.

(3)   The registration fee for such shares was calculated in accordance with
      Rule 457(h) under the Securities Act of 1933, as amended, based on the
      average of the high and low prices of the Common Stock as reported on the
      New York Stock Exchange Composition Tape on June 3, 2005.

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

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this registration statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. KCS Energy, Inc. (the "Company") shall maintain a file of such
documents in accordance with the provisions of Rule 428(a)(2) of the Securities
Act. Upon request, the Company shall furnish to the Commission or its staff a
copy of any or all of the documents included in the file.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The Company incorporates by reference in this registration statement the
following documents and information previously filed with the Commission:

      (1)   The annual report on Form 10-K for the fiscal year ended December
            31, 2004 as filed by the Company with the Commission (File No.
            001-13781) on March 16, 2005.

      (2)   The quarterly report on Form 10-Q for the fiscal quarter ended March
            31, 2005 as filed by the Company with the Commission (File No.
            001-13781) on May 10, 2005.

      (3)   The current reports on Form 8-K as filed by the Company with the
            Commission (File No. 001-13781) on February 28, 2005 (except for
            Item 7.01 thereof and the related exhibit), April 5, 2005 (except
            for Item 7.01 thereof and the related exhibit), April 11, 2005,
            April 19, 2005 (except for Item 7.01 thereof and the related
            exhibit), May 19, 2005 and May 31, 2005.

      (4)   The description of the Company's common stock contained in the
            Company's Registration Statement on Form 8-A (File No. 001-11698),
            dated January 25, 1993, filed with the Commission on January 27,
            1993, and any amendment or report filed for the purpose of updating
            that description.

      All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any
information furnished pursuant to Item 2.02 and Item 7.01 on any current report
on Form 8-K) subsequent to the date of this registration statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

      Any statement contained herein or in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article IX(b)(1) of the Company's Restated Certificate of Incorporation
      states that:

      "Each person who was or is made a party or is threatened to be made a
      party to or is involved in any threatened, pending or completed action,
      suit or proceeding, whether civil, criminal, administrative or
      investigative (other than an action by or in the right of the Corporation)
      (hereinafter a "proceeding"), by reason of the fact that he or she or a
      person of whom he or she is the legal representative, is or was a director
      or officer of the Corporation, or is or was serving at the request of the
      Corporation as a director, officer, employee or agent of another
      corporation or of a partnership, joint venture, trust or other enterprise,
      including service with respect to employee benefit plans, whether the
      basis of such proceeding is alleged action or inaction in an official
      capacity as a director, officer, employee or agent or in any other
      capacity while serving as a director, officer, employee or agent, shall be
      indemnified and held harmless by the Corporation to the fullest extent
      authorized by the Delaware General Corporation Law, as the same exists or
      may hereafter be amended (but in the case of any such amendment, only to
      the extent that such amendment permits the Corporation to provide broader
      indemnification rights than said law permitted the Corporation to provide
      prior to such amendment), against all expense, liability and loss
      (including attorneys' fees, judgments, fines, ERISA excise taxes or
      penalties and amounts paid or to be paid in settlement) reasonably
      incurred or suffered by such person in connection

                                      II-1
therewith if the person in good faith and in a manner the person
      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 the person's conduct was unlawful, and such
      indemnification shall continue as to a person who has ceased to be a
      director, officer, employee or agent and shall inure to the benefit of his
      or her heirs, executors and administrators; provided, however, that,
      except as provided in this paragraph (b), the Corporation shall indemnify
      any such person seeking indemnification in connection with a proceeding
      (or part thereof) initiated by such person only if such proceeding (or
      part thereof) was authorized by the Board of Directors of the Corporation.
      The right to indemnification conferred in this paragraph (b) shall be a
      contract right and shall include the right to be paid by the Corporation
      the expenses incurred in defending any such proceeding in advance of its
      final disposition; provided, however, that, if the Delaware General
      Corporation Law requires, the payment of such expenses incurred by a
      director or officer in his or her capacity as a director or officer of the
      Corporation (and not in any other capacity in which service was or is
      rendered by such person while a director or officer, including, without
      limitation, service to an employee benefit plan) in advance of the final
      disposition of a proceeding, shall be made only upon delivery to the
      Corporation of an undertaking, by or on behalf of such director or
      officer, to repay all amounts so advanced if it shall ultimately be
      determined that such director or officer is not entitled to be indemnified
      under this Section or otherwise. The Corporation may, by action of its
      Board of Directors, provide indemnification to employees and agents of the
      Corporation with the same scope and effect as the foregoing
      indemnification of directors and officers."

Further, pursuant to Article IX(b)(3) of the Restated Certification of
Incorporation of the Company, the foregoing right to indemnification is not
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Restated Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested directors or otherwise.

      Section 145 of the General Corporation Law of the State of Delaware (the
      "DGCL") provides as follows:

      "(a) A corporation shall have power to 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 (other than an action by or in the right
      of the corporation) by reason of the fact that the person 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
      the person in connection with such action, suit or proceeding if the
      person acted in good faith and in a manner the person 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 the person's 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, shall not, of itself,
      create a presumption that the person did not act in good faith and in a
      manner which the person 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 reasonable cause to believe that the person's
      conduct was unlawful.

      (b) A corporation shall have power to 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 the person 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) actually and
      reasonably incurred by the person in connection with the defense or
      settlement of such action or suit if the person acted in good faith and in
      a manner the person reasonably believed to be in or not opposed to the
      best interests of the corporation and except that no indemnification may
      be made in respect of any claim, issue or matter as to which such person
      shall have been adjudged to be liable to the corporation unless and only
      to the extent that the Court of Chancery or the court in which such action
      or suit was brought shall determine upon application that, despite the
      adjudication of liability but in view of all the circumstances of the
      case, such person is fairly and reasonably

                                      II-2
entitled to indemnity for such expenses which the Court of Chancery or
      such other court shall deem proper.

      (c) To the extent that a present or former director or officer of a
      corporation has been successful on the merits or otherwise in the defense
      of any action, suit or proceeding referred to in subsections (a) and (b)
      of this section, or in defense of any claim, issue or matter therein, such
      person shall be indemnified against expenses (including attorneys' fees)
      actually and reasonably incurred by such person in connection therewith.

      (d) Any indemnification under subsections (a) and (b) of this section
      (unless ordered by a court) shall be made by the corporation only as
      authorized in the specific case upon a determination that indemnification
      of the present or former director, officer, employee or agent is proper in
      the circumstances because the person has met the applicable standard of
      conduct set forth in subsections (a) and (b) of this section. Such
      determination shall be made, with respect to a person who is a director or
      officer at the time of such determination, (1) by a majority vote of the
      directors who are not parties to such action, suit or proceeding, even
      though less than a quorum, or (2) by a committee of such directors
      designated by majority vote of such directors, even though less than a
      quorum, or (3) if there are no such directors, or if such directors so
      direct, by independent legal counsel in a written opinion, or (4) by the
      stockholders.

      (e) Expenses (including attorneys' fees) incurred by an officer or
      director in defending any civil, criminal, administrative or investigative
      action, suit or proceeding may be paid by the corporation in advance of
      the final disposition of such action, suit or proceeding upon receipt of
      an undertaking by or on behalf of such director or officer to repay such
      amount if it shall ultimately be determined that such person is not
      entitled to be indemnified by the corporation as authorized in this
      section. Such expenses (including attorneys' fees) incurred by former
      directors and officers or other employees and agents may be so paid upon
      such terms and conditions, if any, as the corporation deems appropriate.

      (f) The indemnification and advancement of expenses provided by, or
      granted pursuant to, the other subsections of this section shall not be
      deemed exclusive of any other rights to which those seeking
      indemnification or advancement of expenses may be entitled under any
      bylaw, agreement, vote of stockholders or disinterested directors or
      otherwise, both as to action in such person's official capacity and as to
      action in another capacity while holding such office.

      (g) A corporation shall have power to purchase and maintain insurance on
      behalf of any person who 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 any
      liability asserted against such person and incurred by such person in any
      such capacity, or arising out of such person's status as such, whether or
      not the corporation would have the power to indemnify such person against
      such liability under this section.

      (h) For purposes of this section, references to "the corporation" shall
      include, in addition to the resulting corporation, any constituent
      corporation (including any constituent of a constituent) absorbed in a
      consolidation or merger which, if its separate existence had continued,
      would have had power and authority to indemnify its directors, officers,
      and employees or agents, so that any person who is or was a director,
      officer, employee or agent of such constituent corporation, or is or was
      serving at the request of such constituent corporation as a director,
      officer, employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise, shall stand in the same position under
      this section with respect to the resulting or surviving corporation as
      such person would have with respect to such constituent corporation if its
      separate existence had continued.

      (i) For purposes of this section, references to "other enterprises" shall
      include employee benefit plans; references to "fines" shall include any
      excise taxes assessed on a person with respect to any employee benefit
      plan; and references to "serving at the request of the corporation" shall
      include any service as a director, officer, employee or agent of the
      corporation which imposes duties on, or involves services by, such
      director, officer, employee, or agent with respect to an employee benefit
      plan, its participants or beneficiaries; and a person who acted in good
      faith and in a manner such person reasonably believed to be in the
      interest of the participants and beneficiaries of an

                                      II-3
employee benefit plan shall be deemed to have acted in a manner "not
      opposed to the best interests of the corporation" as referred to in this
      section.

      (j) The indemnification and advancement of expenses provided by, or
      granted pursuant to, this section shall, unless otherwise provided when
      authorized or ratified, continue as to a person who has ceased to be a
      director, officer, employee or agent and shall inure to the benefit of the
      heirs, executors and administrators of such a person.

      (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
      hear and determine all actions for advancement of expenses or
      indemnification brought under this section or under any bylaw, agreement,
      vote of stockholders or disinterested directors, or otherwise. The Court
      of Chancery may summarily determine a corporation's obligation to advance
      expenses (including attorneys' fees)."

      The Company's Restated Certificate of Incorporation provide that the
Company may secure insurance on behalf of any officer, director, employee or
agent. Specifically, Article IX(b)(4) of the Company's Restated Certificate of
Incorporation provides as follows:

      "The Corporation may maintain insurance, at its expense, to protect itself
      and any person who is or was a director, officer, employee or agent of the
      Corporation or another corporation, partnership, joint venture, trust or
      other enterprise against any such expense, liability or loss, whether or
      not the Corporation would have the power to indemnify such person against
      such expense, liability or loss under the Delaware General Corporation
      Law."

In accordance with its Restated Certificate of Incorporation, the Company has
obtained an insurance policy providing for indemnification of officers and
directors of the Company and certain other persons against liabilities and
expenses incurred by any of them in certain stated proceedings and under certain
stated conditions.

      The Company's Restated Certificate of Incorporation and the DGCL limit the
personal liability of directors to the Company and its stockholders for monetary
damages resulting from breaches of the director's fiduciary duties. Section
102(b)(7) of the DGCL provides in part that a corporation's certificate of
incorporation may contain:

      "A provision eliminating or limiting the personal liability of a director
      to the corporation or its stockholders for monetary damages for breach of
      fiduciary duty as a director, provided that such provision shall not
      eliminate or limit the liability of a director: (i) for any breach of the
      director's duty of loyalty to the corporation or its stockholders; (ii)
      for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law; (iii) under Section 174 of this
      title; or (iv) for any transaction from which the director derived an
      improper personal benefit."

      Article IX(a) of the Company's Restated Certificate of Incorporation
      similarly states that:

      "A director of the Corporation shall not be personally liable to the
      Corporation or its stockholders for monetary damages for breach of
      fiduciary duty as director, except for liability (i) for any breach of the
      director's duty of loyalty to the Corporation or its stockholders, (ii)
      for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of law, (iii) under Section 174 of the
      Delaware General Corporation Law, or (iv) for any transaction from which
      the director derived an improper personal benefit."

      Reference is made to Item 9 for the Company's undertakings with respect to
indemnification for liabilities arising under the Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      Exhibit
      Number            Description
      --------          -----------

      +4.1              Restated Certificate of Incorporation of KCS Energy, Inc
                        (incorporated by reference to Exhibit (3)i to Form 10-K
                        (File No. 001-13781) filed with the Commission on April
                        2, 2001).

                                      II-4
+4.2              Restated By-Laws of KCS Energy, Inc. (incorporated by
                        reference to Exhibit (3)iii to Form 10-K (File No.
                        001-13781) filed with the Commission on April 2, 2001).

      +4.3              Amendments to Restated By-Laws of KCS Energy, Inc.
                        effective April 22, 2003 (incorporated by reference to
                        Exhibit 3.1 to Form 10-Q (File No. 001-13781) filed with
                        the Commission on August 14, 2003).

      +4.4              Form of Common Stock Certificate, $0.01 Par Value
                        (incorporated by reference to Exhibit 5 to registration
                        statement on Form 8-A (No. 001-11698) filed with the
                        Commission on January 27, 1993).

      +4.5              Indenture, dated as of April 1, 2004, among KCS Energy,
                        Inc., certain of its subsidiaries and U.S. Bank National
                        Association (incorporated by reference to Exhibit 4.1 to
                        Form 10-Q (File No. 001-13781) filed with the Commission
                        on May 10, 2004).

      +4.6              Form of 7-1/8% Senior Note due 2012 (included in Exhibit
                        4.5).

      +4.7              First Supplemental Indenture, dated as of April 8, 2005,
                        to Indenture dated as of April 1, 2004, among KCS
                        Resources, Inc., Medallion California Properties
                        Company, KCS Energy Services, Inc, Proliq, Inc. and U.S.
                        Bank National Association, as trustee (incorporated by
                        reference to Exhibit 4.1 to Form 8-K (File No.
                        001-13781) filed with the Commission on April 11, 2005).

      *4.8              KCS Energy, Inc. 2005 Employee and Directors Stock Plan.

      +4.9              First Amendment of KCS Energy, Inc. 2005 Employee and
                        Directors Stock Plan (incorporated by reference to
                        Exhibit 10.1 to KCS' Form 8-K (File No. 001-13781) filed
                        with the Commission on May 19, 2005).

      *5.1              Opinion of Andrews Kurth LLP with respect to legality of
                        the securities.

      *23.1             Consent of Ernst & Young LLP.

      *23.2             Consent of Netherland, Sewell and Associates, Inc.

      *23.3             Consent of Andrews Kurth LLP (included as part of
                        Exhibit 5.1).

      *24.1             Power of Attorney (set forth on the signature page of
                        this registration statement).

----------
+ Incorporated by reference.
* Filed herewith.

ITEM 9. UNDERTAKINGS.

(a)   The undersigned registrant hereby undertakes:

      (1) To file, during any period in which 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 the 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 a 20% change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective registration statement;

                                      II-5
(iii) To include any material information with respect to the plan
      of distribution not previously disclosed in the registration statement or
      any material change to such information in the registration statement;

      Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this
      section 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 Securities Exchange Act of
      1934 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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 provisions described under Item 6 above, 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 of 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-6
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 June 10, 2005.

                                     KCS ENERGY, INC.

                                     By: /s/ Frederick Dwyer
                                         ---------------------------------------
                                             Frederick Dwyer
                                        Vice President, Controller and Secretary

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of KCS Energy, Inc. hereby constitutes and appoints James W.
Christmas, Joseph T. Leary and Frederick Dwyer, and each of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
and any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the same, as fully to
all intents and purposes as he himself might or could do if personally present,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done.

      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/ James W. Christmas      Chairman and Chief Executive Officer   June 10, 2005
--------------------------- (Principal Executive Officer)
   James W. Christmas

 /s/ William N. Hahne            President and Chief Operating     June 10, 2005
---------------------------         Officer and Director
    William N. Hahne

/s/ Joseph T. Leary          Vice President and Chief Financial    June 10, 2005
--------------------------- Officer (Principal Financial Officer)
     Joseph T. Leary

 /s/ Frederick Dwyer           Vice President, Controller and      June 10, 2005
---------------------------   Secretary (Principal Accounting
     Frederick Dwyer                    Officer)

 /s/ G. Stanton Geary                      Director                June 10, 2005
---------------------------
    G. Stanton Geary

 /s/ Gary A. Merriman                      Director                June 10, 2005
---------------------------
    Gary A. Merriman

/s/ Robert G. Raynolds                     Director                June 10, 2005
---------------------------
   Robert G. Raynolds
/s/ Joel D. Siegel                         Director                June 10, 2005
---------------------------
     Joel D. Siegel

/s/ Christopher A. Viggiano                Director                June 10, 2005
---------------------------
 Christopher A. Viggiano
EXHIBIT INDEX

      Exhibit
      Number            Description
      --------          -----------

      +4.1              Restated Certificate of Incorporation of KCS Energy, Inc
                        (incorporated by reference to Exhibit (3)i to Form 10-K
                        (File No. 001-13781) filed with the Commission on April
                        2, 2001).

      +4.2              Restated By-Laws of KCS Energy, Inc. (incorporated by
                        reference to Exhibit (3)iii to Form 10-K (File No.
                        001-13781) filed with the Commission on April 2, 2001).

      +4.3              Amendments to Restated By-Laws of KCS Energy, Inc.
                        effective April 22, 2003 (incorporated by reference to
                        Exhibit 3.1 to Form 10-Q (File No. 001-13781) filed with
                        the Commission on August 14, 2003).

      +4.4              Form of Common Stock Certificate, $0.01 Par Value
                        (incorporated by reference to Exhibit 5 to registration
                        statement on Form 8-A (No. 001-11698) filed with the
                        Commission on January 27, 1993).

      +4.5              Indenture, dated as of April 1, 2004, among KCS Energy,
                        Inc., certain of its subsidiaries and U.S. Bank National
                        Association (incorporated by reference to Exhibit 4.1 to
                        Form 10-Q (File No. 001-13781) filed with the Commission
                        on May 10, 2004).

      +4.6              Form of 7-1/8% Senior Note due 2012 (included in Exhibit
                        4.5).

      +4.7              First Supplemental Indenture, dated as of April 8, 2005,
                        to Indenture dated as of April 1, 2004, among KCS
                        Resources, Inc., Medallion California Properties
                        Company, KCS Energy Services, Inc, Proliq, Inc. and U.S.
                        Bank National Association, as trustee (incorporated by
                        reference to Exhibit 4.1 to Form 8-K (File No.
                        001-13781) filed with the Commission on April 11, 2005).

      *4.8              KCS Energy, Inc. 2005 Employee and Directors Stock Plan.

      +4.9              First Amendment of KCS Energy, Inc. 2005 Employee and
                        Directors Stock Plan (incorporated by reference to
                        Exhibit 10.1 to KCS' Form 8-K (File No. 001-13781) filed
                        with the Commission on May 19, 2005).

      *5.1              Opinion of Andrews Kurth LLP with respect to legality of
                        the securities.

      *23.1             Consent of Ernst & Young LLP.

      *23.2             Consent of Netherland, Sewell and Associates, Inc.

      *23.3             Consent of Andrews Kurth LLP (included as part of
                        Exhibit 5.1).

      *24.1             Power of Attorney (set forth on the signature page of
                        this registration statement).

----------
+ Incorporated by reference.
* Filed herewith.