<PAGE>   1


     As filed with the Securities and Exchange Commission on April 2, 1996
                                                          Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                             ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              HARCOR ENERGY, INC.
                (Name of Registrant as specified in its charter)

<TABLE>
<S>                                      <C>                                        <C>
             DELAWARE                                1330                               33-0234380
   (State or other jurisdiction          (Primary Standard Industrial                (I.R.S. Employer
of incorporation or organization)         Classification Code Number)               Identification No.)
</TABLE>

                       4400 POST OAK PARKWAY, SUITE 2220
                              HOUSTON, TEXAS 77027
                                 (713) 961-1804
              (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)

                                  GARY S. PECK
                             VICE PRESIDENT-FINANCE
                       4400 POST OAK PARKWAY, SUITE 2220
                              HOUSTON, TEXAS 77027
                                 (713) 961-1804
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                   HARCOR ENERGY, INC. 1994 STOCK OPTION PLAN
               STOCK OPTION AGREEMENT BETWEEN HARCOR ENERGY, INC.
                             AND MARK G. HARRINGTON
                            (Full title of the plan)

                                    Copy to:

                                MICHAEL P. FINCH
                             VINSON & ELKINS L.L.P.
                             2300 FIRST CITY TOWER
                               1001 FANNIN STREET
                           HOUSTON, TEXAS 77002-6760
                                 (713) 758-2128

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


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
                                                        Proposed            Proposed
    Title of each class of        Amount to be      maximum offering    maximum aggregate       Amount of
  securities to be registered     registered(1)      price per share    offering price(2)   registration fee
- ------------------------------------------------------------------------------------------------------------
 <S>                                 <C>            <C>                    <C>                 <C>
 Common Stock,
   par value $.10  . . . . .         850,000        $            (2)       $ 3,722,250         $ 1,284.00
============================================================================================================
</TABLE>
(1) Includes 800,000 shares subject to the 1994 Stock Option Plan and 50,000
    shares subject to the Stock Option Agreement with Mark G. Harrington.

(2) In accordance with Rule 457(h), the aggregate offering price of 260,000
    shares of Common Stock registered hereby is based upon the price at which
    outstanding options granted may be exercised for such Common Stock.  With
    respect to the remaining 590,000 shares of Common Stock, the aggregate
    offering price is estimated, solely for purposes of calculating the
    registration fee, in accordance with Rule 457(h) on the basis of the price
    of securities of the same class, as determined in accordance with Rule
    457(c), using the average of the high and low prices reported on the
    National Association of Securities Dealers, Inc. Automated Quotation System
    of the Common Stock on March 27, 1996.
================================================================================
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following document which has been filed with the Securities and
Exchange Commission (the "Commission") by HarCor Energy, Inc., a Delaware
corporation (the "Company"), is incorporated herein by reference and made a
part hereof:

    (a)  Annual Report on Form 10-K for the fiscal year ended December 31,
1995.

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date of this Registration Statement, prior
to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any other 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 to
constitute a part of this Registration Statement, except as so modified or
superseded.

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 VI of the Company's Certificate of Incorporation ("Article
         VI") states that directors of the Company shall not be personally
         liable to the Company or its stockholders for monetary damages for
         breach of fiduciary duty as a director, provided, however, that
         Article VI does not eliminate or limit the liability of a director (i)
         for any breach of his duty of loyalty to the Company or its
         stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of the law,
         (iii) under Section 174 of the General Corporation Law of the State of
         Delaware ("Delaware GCL"), or (iv) for any transaction from which the
         director derived an improper personal benefit.

             Under the Delaware GCL, Article VI would protect the Company's
         directors against monetary damages for breaches of their duty of care,
         except as set forth below.  The inclusion of Article VI in the
         Company's Certificate of Incorporation means that the Company and its
         stockholders would forego the ability to bring a cause of action
         against a director for monetary damages for certain breaches of
         fiduciary duty, including actions in connection with proposals for the
         acquisition of control of the Company.  Directors remain liable for
         breaches of their duty of loyalty to the Company and its stockholders
         as well as acts or omissions not in good faith or which involve
         intentional misconduct or a knowing violation of law and transactions
         from which a director derives improper personal benefit.  Also,
         Article VI does not eliminate director liability under Section 174 of
         the Delaware GCL, which makes directors personally liable for unlawful
         dividends or unlawful stock repurchases or redemptions and expressly
         sets forth a negligence standard with respect to such liability.

             Although Article VI provides directors with protection from awards
         of monetary damages for breaches of the duty of care, it does not
         eliminate the directors' duty of care.  Accordingly, Article VI will
         have no effect on the availability of equitable remedies such as an
         injunction or rescission based upon a director's breach of the duty of
         care.  The provisions of Article VI which eliminate liability as
         described above will apply to officers of the Company only if they are
         directors of the Company and are acting in their capacity as
         directors, and will not apply to officers of the Company who are not
         directors.
<PAGE>   3
                 Section 14 of the Company's By-laws ("Section 14") provides
         that each person who was or is made a party or is threatened to be made
         a party to or is involved in any action, suit or proceeding, whether
         civil, criminal, administrative or investigative (a "proceeding"), by
         reason of the fact that he, or a person of whom he is the legal
         representative, is or was a director, officer, employee or agent of the
         Company (including any controlling stockholder of the Company acting as
         an agent of the Company), or is or was serving at the request of the
         Company as a director, officer, employee or agent of another
         corporation, or of a partnership, joint venture, trust or other
         enterprise, shall be indemnified and held harmless by the Company to
         the fullest extent authorized by the Delaware GCL, as presently or
         hereafter in effect, against all expenses, liability and loss
         (including attorneys' fees, judgments, fines, excise taxes or penalties
         resulting from the Employee Retirement Income Security Act of 1974,
         amounts paid or to be paid in settlement and amounts expended in
         seeking indemnification granted to such person under applicable law,
         Section 14 or any agreement with the Company) reasonably incurred or
         suffered by such person in connection therewith 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 heirs, executors and administrators; PROVIDED, HOWEVER, that,
         except as provided below the Company shall indemnify any person seeking
         indemnity in connection with an action, suit or proceeding (or part
         thereof) initiated by such person only if such action, suit or
         proceeding (or part thereof) was authorized by the Board of Directors
         of the Company.  The right to indemnification conferred in Section 14
         is a contract right and includes the right to be paid by the Company
         the expenses incurred in defending any such proceeding in advance of
         its final disposition; provided, however, that, if Delaware GCL
         requires of any class of persons entitled to advancement of expenses,
         the payment of such expenses incurred by a director, officer, employee
         or agent in his or her capacity as a director, officer, employee or
         agent in advance of the final disposition of a proceeding, payment
         shall be made only upon delivery to the Company of an undertaking, by
         or on behalf of such person, to repay all amounts so advanced if it
         shall ultimately be determined that such director, officer, employee or
         agent is not entitled to be indemnified under Section 14 or otherwise. 
         Section 14 provides further that no advancement of expenses shall be
         made if the Board of Directors has made a determination that the
         advancement of expenses is not proper in the circumstances because such
         person has not met the applicable standard of conduct set forth in the
         Delaware GCL.
        
             The Company has a Directors and Officers Insurance and Company
         Reimbursement Policy which protects directors and officers of the
         Company and its subsidiaries, subject to the limits, exceptions and
         other terms and conditions of such policy, against damages, judgments,
         settlements and legal costs incurred because of any actual or alleged
         breach of duty, neglect, error, misstatement, misleading statement, or
         act by the directors or officers of the Company and in their
         respective capacities as such, or any matter claimed against them
         solely by reason of their status as directors and officers of the
         Company or its subsidiaries.

             Under the Delaware GCL, directors and officers as well as other
         employees and individuals may be indemnified against expenses
         (including attorneys' fees), judgments, fines and amounts paid in
         settlement in connection with specified actions, suits or proceedings,
         whether civil, criminal, administrative or investigative (other than
         an action by or in the right of the corporation such as a derivative
         action) if they acted in good faith and in a manner they 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 their conduct was unlawful.  A
         similar standard of care is applicable in the case of actions by or in
         the right of the corporation, except that indemnification only extends
         to expenses (including attorneys' fees) incurred in connection with
         defense or settlement of such an action and the Delaware GCL requires
         court approval before there can be any indemnification where the
         person seeking indemnification has been found liable to the
         corporation.

             The Company has entered into indemnification agreements (the
         "Agreements") with its directors which provide that in the event a
         director was, is or becomes a party to or witness or other participant
         in, or is threatened to be made a party to or witness or other
         participant in, any threatened, pending or completed action, suit or
         proceeding, or any inquiry or investigation, whether instituted by or
         in the name of the Company or any other party, that such director in
         good faith believes might lead to the institution of any such action,
         suit or proceeding, whether civil, criminal, administrative,
         investigative or other (a "Claim") by reason of (or arising in part
         out of) any event or occurrence related to the fact that such director
         is or was a director, officer, employee or agent of the Company, or is
         or was serving at the request of the Company as a director, officer,
         employee, trustee, agent or fiduciary of another corporation,
         partnership, joint venture, employee benefit plan, trust or other
         enterprise, or occurring by reason of anything done or not done by
         such director in any such capacity (an "Indemnifiable Event"), the
         Company shall indemnify such director to the full extent authorized or
         permitted by law as soon as practicable but in any event no later than
         45 days after written demand is presented to the Company, against any
         and all expenses (including, without limitation, attorneys' fees and
         all other costs, expenses and obligations reasonably paid or incurred
         in connection with




                                     -3-
<PAGE>   4

         investigating, defending, being a witness in or participating in
         (including on appeal), or preparing to defend, be a witness in or
         participate in any Claim relating to any Indemnifiable Event)
         ("Expenses"), judgments, fines, penalties, taxes and any and all
         amounts paid in settlement (including all interest, assessments and
         other charges paid or payable in connection with or in respect of such
         Expenses, judgments, fines, penalties, taxes or amounts paid in
         settlement) of such Claim.  If so requested by such director, the
         Company must advance any and all reasonable Expenses to such director
         (an "Expense Advance").
        
             Notwithstanding the foregoing, pursuant to the Agreements (i) the
         obligations of the Company will be subject to the condition that the
         Reviewing Party (defined as any appropriate person or body consisting
         of a member or members of the Company's Board of Directors or any
         other person or body appointed by the Board of Directors who is not a
         party to the particular Claim for which such director is seeking
         indemnification, the stockholders of the Company, or independent legal
         counsel) has not determined (in a written opinion, in any case in
         which independent legal counsel is involved), no later than 45 days
         after written demand is presented to the Company in accordance with
         the foregoing, that such director would not be permitted to be
         indemnified under applicable law, and (ii) the obligation of the
         Company to make an Expense Advance will be subject to the condition
         that, if, when and to the extent that the Reviewing Party determines
         that such director would not be permitted to be so indemnified under
         applicable law, the Company will be entitled to be reimbursed by such
         director for all such amounts theretofore paid; provided, however,
         that if such director has commenced or thereafter commences legal
         proceedings in a court of competent jurisdiction to secure a
         determination that such director should be indemnified under
         applicable law, any determination made by the Reviewing Party that
         such director would not be permitted to be indemnified under
         applicable law will not be binding and such director will not be
         required to reimburse the Company for any Expense Advance until a
         final judicial determination is made with respect thereto (as to which
         all rights of appeal therefrom have been exhausted or lapsed).  If
         there has been no determination by the Reviewing Party or if the
         Reviewing Party determines that such director substantively would not
         be permitted to be indemnified in whole or in part under applicable
         law, such director will have the right to commence litigation in any
         court in the State of Texas or the State of Delaware having subject
         matter jurisdiction thereof and in which venue is proper seeking an
         initial determination by the court or challenging any such
         determination by the Reviewing Party or any aspect thereof, including
         the legal or factual bases therefor. Alternatively, such director at
         his option will be able to seek an award in arbitration to be
         conducted by a single arbitrator pursuant to the rules of the American
         Arbitration Association, such award to be made within sixty days
         following the filing of the demand for arbitration.  Such judicial
         proceeding or arbitration will be required to be made de novo and such
         director will not be prejudiced by reason of a determination made or
         deemed to have been made pursuant to the terms of the Agreement that
         the such director is not entitled to indemnification.  If the court or
         arbitrator determines that such director is entitled to any
         indemnification under the Agreements, the Company will be required to
         pay all reasonable Expenses reasonably paid or incurred by such
         director in connection with such adjudication or award in arbitration
         (including, but not limited to, any appellate proceedings).  Any
         determination by the Reviewing Party otherwise will be conclusive and
         binding on the Company and such director.

             Notwithstanding the other provisions of the Agreements, to the
         extent that any director has served as a witness on behalf of the
         Company or has been successful, on the merits or otherwise, in defense
         of any or all Claims relating in whole or in part to an Indemnifiable
         Event, or in defense of any issue or matter therein, including,
         without limitation, dismissal without prejudice, such director will be
         indemnified against Expenses reasonably paid or incurred by him or on
         his behalf in connection therewith.

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




                                     -4-
<PAGE>   5
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable

ITEM 8.  EXHIBITS.

         4.1     Company's Certificate of Incorporation, as amended.(1)

         4.2     Company's Bylaws, as amended.(1)

         4.3     HarCor Energy, Inc. 1994 Stock Option Plan and related forms
                 of incentive and non-statutory stock option agreements.(2)

         4.4     Stock Option Agreement dated July 6, 1994, between HarCor
                 Energy, Inc. and Mark G. Harrington.

         5.      Opinion of Vinson & Elkins L.L.P. (including consent).

         23.1    Consent of Arthur Andersen LLP.

         23.2    Consent of Ryder Scott Company Petroleum Engineers.

         23.3    Consent of Huddleston & Co., Inc.

________________________________________________________________________________

         (1) Filed as an exhibit to the Company's Registration Statement on
             Form S-4 (No. 33-62007), and incorporated herein by reference.

         (2) Filed as Exhibit A to the Company's Proxy Statement dated May 31,
             1994, for the Company's 1994 Annual Meeting of Stockholders and
             incorporated herein by reference.

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, as amended (the "1933 Act");

             (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;

             (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 (1)(i) and (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 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 1933
    Act, 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.




                                     -5-
<PAGE>   6
         (b) The undersigned Registrant hereby undertakes that, for the
    purposes of determining any liability under the 1933 Act, each filing of
    the Registrant's annual report pursuant to Section 13(a) or Section 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 1933
    Act 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 1933 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 1933 Act and will be governed by the
    final adjudication of such issue.
        




<PAGE>   7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 the 2nd day of April, 1996.


                                HARCOR ENERGY, INC.
                            
                            
                                By: /s/ MARK G. HARRINGTON
                                        Mark G. Harrington
                                        Chairman of the Board and
                                        Chief Executive Officer
                                        

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark G.  Harrington, Francis H. Roth and
Gary S. Peck, or any of them, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>
                 SIGNATURE                         TITLE                                      DATE
<S>                                       <C>                                                 <C>
/s/  MARK G. HARRINGTON                    Chairman of the Board                              April 2, 1996
     Mark G. Harrington                     Chief Executive Officer and Director
                                             (Principal Executive Officer)

/s/  FRANCIS H. ROTH                       President, Chief Operating Officer                 April 2, 1996
     Francis H. Roth                        and Director

/s/  GARY S. PECK                          Vice President-Finance,                            April 2, 1996
     Gary S. Peck                           Chief Financial Officer and Secretary

/s/  ROBERT J. CRESCI                      (Principal Financial and                           April 2, 1996
     Robert J. Cresci                       Accounting Officer)

/s/  VINOD K. DAR                          Director                                           April 2, 1996
     Vinod K. Dar

_____________________________              Director
David E. K. Frischkorn, Jr.

_____________________________              Director
Ambrose K. Monell

/s/  HERBERT OAKES                         Director                                           April 2, 1996
     Herbert Oakes

/s/  ROBERT A. SHORE                       Director                                           April 2, 1996
     Robert A. Shore
</TABLE>


                                                               -7-
<PAGE>   8

                         EXHIBIT  INDEX     
  

         4.4     Stock Option Agreement dated July 6, 1994, between HarCor
                 Energy, Inc. and Mark G. Harrington.

         5.      Opinion of Vinson & Elkins L.L.P. (including consent).

         23.1    Consent of Arthur Andersen LLP.

         23.2    Consent of Ryder Scott Company Petroleum Engineers.

         23.3    Consent of Huddleston & Co., Inc.
[{"type": "S-8", "sequence": "1", "description": "HARCOR ENERGY, INC. 1994 STOCK OPTION PLAN", "secsgml_size_bytes": 31368}]
{"company-data": {"conformed-name": "HARCOR ENERGY INC", "cik": "0000315272", "assigned-sic": "1311", "irs-number": "330234380", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02179", "film-number": "96543861"}, "business-address": {"street1": "FIVE POST OAK PARK", "street2": "STE 2220", "city": "HOUSTON", "state": "TX", "zip": "77027-3413", "phone": "7139611804"}, "former-company": [{"former-conformed-name": "PANGEA PETROLEUM CO", "date-changed": "19880120"}, {"former-conformed-name": "POLLOCK PETROLEUM INC", "date-changed": "19840807"}]}
1

     As filed with the Securities and Exchange Commission on April 2, 1996
                                                          Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                             ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              HARCOR ENERGY, INC.
                (Name of Registrant as specified in its charter)
DELAWARE                                1330                               33-0234380
   (State or other jurisdiction          (Primary Standard Industrial                (I.R.S. Employer
of incorporation or organization)         Classification Code Number)               Identification No.)
4400 POST OAK PARKWAY, SUITE 2220
                              HOUSTON, TEXAS 77027
                                 (713) 961-1804
              (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)

                                  GARY S. PECK
                             VICE PRESIDENT-FINANCE
                       4400 POST OAK PARKWAY, SUITE 2220
                              HOUSTON, TEXAS 77027
                                 (713) 961-1804
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                   HARCOR ENERGY, INC. 1994 STOCK OPTION PLAN
               STOCK OPTION AGREEMENT BETWEEN HARCOR ENERGY, INC.
                             AND MARK G. HARRINGTON
                            (Full title of the plan)

                                    Copy to:

                                MICHAEL P. FINCH
                             VINSON & ELKINS L.L.P.
                             2300 FIRST CITY TOWER
                               1001 FANNIN STREET
                           HOUSTON, TEXAS 77002-6760
                                 (713) 758-2128

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

                        CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                        Proposed            Proposed
    Title of each class of        Amount to be      maximum offering    maximum aggregate       Amount of
  securities to be registered     registered(1)      price per share    offering price(2)   registration fee
- ------------------------------------------------------------------------------------------------------------
Common Stock,
   par value $.10  . . . . .         850,000        $            (2)       $ 3,722,250         $ 1,284.00
============================================================================================================
(1) Includes 800,000 shares subject to the 1994 Stock Option Plan and 50,000
    shares subject to the Stock Option Agreement with Mark G. Harrington.

(2) In accordance with Rule 457(h), the aggregate offering price of 260,000
    shares of Common Stock registered hereby is based upon the price at which
    outstanding options granted may be exercised for such Common Stock.  With
    respect to the remaining 590,000 shares of Common Stock, the aggregate
    offering price is estimated, solely for purposes of calculating the
    registration fee, in accordance with Rule 457(h) on the basis of the price
    of securities of the same class, as determined in accordance with Rule
    457(c), using the average of the high and low prices reported on the
    National Association of Securities Dealers, Inc. Automated Quotation System
    of the Common Stock on March 27, 1996.
================================================================================
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following document which has been filed with the Securities and
Exchange Commission (the "Commission") by HarCor Energy, Inc., a Delaware
corporation (the "Company"), is incorporated herein by reference and made a
part hereof:

    (a)  Annual Report on Form 10-K for the fiscal year ended December 31,
1995.

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date of this Registration Statement, prior
to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any other 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 to
constitute a part of this Registration Statement, except as so modified or
superseded.

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 VI of the Company's Certificate of Incorporation ("Article
         VI") states that directors of the Company shall not be personally
         liable to the Company or its stockholders for monetary damages for
         breach of fiduciary duty as a director, provided, however, that
         Article VI does not eliminate or limit the liability of a director (i)
         for any breach of his duty of loyalty to the Company or its
         stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of the law,
         (iii) under Section 174 of the General Corporation Law of the State of
         Delaware ("Delaware GCL"), or (iv) for any transaction from which the
         director derived an improper personal benefit.

             Under the Delaware GCL, Article VI would protect the Company's
         directors against monetary damages for breaches of their duty of care,
         except as set forth below.  The inclusion of Article VI in the
         Company's Certificate of Incorporation means that the Company and its
         stockholders would forego the ability to bring a cause of action
         against a director for monetary damages for certain breaches of
         fiduciary duty, including actions in connection with proposals for the
         acquisition of control of the Company.  Directors remain liable for
         breaches of their duty of loyalty to the Company and its stockholders
         as well as acts or omissions not in good faith or which involve
         intentional misconduct or a knowing violation of law and transactions
         from which a director derives improper personal benefit.  Also,
         Article VI does not eliminate director liability under Section 174 of
         the Delaware GCL, which makes directors personally liable for unlawful
         dividends or unlawful stock repurchases or redemptions and expressly
         sets forth a negligence standard with respect to such liability.

             Although Article VI provides directors with protection from awards
         of monetary damages for breaches of the duty of care, it does not
         eliminate the directors' duty of care.  Accordingly, Article VI will
         have no effect on the availability of equitable remedies such as an
         injunction or rescission based upon a director's breach of the duty of
         care.  The provisions of Article VI which eliminate liability as
         described above will apply to officers of the Company only if they are
         directors of the Company and are acting in their capacity as
         directors, and will not apply to officers of the Company who are not
         directors.
3
                 Section 14 of the Company's By-laws ("Section 14") provides
         that each person who was or is made a party or is threatened to be made
         a party to or is involved in any action, suit or proceeding, whether
         civil, criminal, administrative or investigative (a "proceeding"), by
         reason of the fact that he, or a person of whom he is the legal
         representative, is or was a director, officer, employee or agent of the
         Company (including any controlling stockholder of the Company acting as
         an agent of the Company), or is or was serving at the request of the
         Company as a director, officer, employee or agent of another
         corporation, or of a partnership, joint venture, trust or other
         enterprise, shall be indemnified and held harmless by the Company to
         the fullest extent authorized by the Delaware GCL, as presently or
         hereafter in effect, against all expenses, liability and loss
         (including attorneys' fees, judgments, fines, excise taxes or penalties
         resulting from the Employee Retirement Income Security Act of 1974,
         amounts paid or to be paid in settlement and amounts expended in
         seeking indemnification granted to such person under applicable law,
         Section 14 or any agreement with the Company) reasonably incurred or
         suffered by such person in connection therewith 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 heirs, executors and administrators; PROVIDED, HOWEVER, that,
         except as provided below the Company shall indemnify any person seeking
         indemnity in connection with an action, suit or proceeding (or part
         thereof) initiated by such person only if such action, suit or
         proceeding (or part thereof) was authorized by the Board of Directors
         of the Company.  The right to indemnification conferred in Section 14
         is a contract right and includes the right to be paid by the Company
         the expenses incurred in defending any such proceeding in advance of
         its final disposition; provided, however, that, if Delaware GCL
         requires of any class of persons entitled to advancement of expenses,
         the payment of such expenses incurred by a director, officer, employee
         or agent in his or her capacity as a director, officer, employee or
         agent in advance of the final disposition of a proceeding, payment
         shall be made only upon delivery to the Company of an undertaking, by
         or on behalf of such person, to repay all amounts so advanced if it
         shall ultimately be determined that such director, officer, employee or
         agent is not entitled to be indemnified under Section 14 or otherwise. 
         Section 14 provides further that no advancement of expenses shall be
         made if the Board of Directors has made a determination that the
         advancement of expenses is not proper in the circumstances because such
         person has not met the applicable standard of conduct set forth in the
         Delaware GCL.
        
             The Company has a Directors and Officers Insurance and Company
         Reimbursement Policy which protects directors and officers of the
         Company and its subsidiaries, subject to the limits, exceptions and
         other terms and conditions of such policy, against damages, judgments,
         settlements and legal costs incurred because of any actual or alleged
         breach of duty, neglect, error, misstatement, misleading statement, or
         act by the directors or officers of the Company and in their
         respective capacities as such, or any matter claimed against them
         solely by reason of their status as directors and officers of the
         Company or its subsidiaries.

             Under the Delaware GCL, directors and officers as well as other
         employees and individuals may be indemnified against expenses
         (including attorneys' fees), judgments, fines and amounts paid in
         settlement in connection with specified actions, suits or proceedings,
         whether civil, criminal, administrative or investigative (other than
         an action by or in the right of the corporation such as a derivative
         action) if they acted in good faith and in a manner they 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 their conduct was unlawful.  A
         similar standard of care is applicable in the case of actions by or in
         the right of the corporation, except that indemnification only extends
         to expenses (including attorneys' fees) incurred in connection with
         defense or settlement of such an action and the Delaware GCL requires
         court approval before there can be any indemnification where the
         person seeking indemnification has been found liable to the
         corporation.

             The Company has entered into indemnification agreements (the
         "Agreements") with its directors which provide that in the event a
         director was, is or becomes a party to or witness or other participant
         in, or is threatened to be made a party to or witness or other
         participant in, any threatened, pending or completed action, suit or
         proceeding, or any inquiry or investigation, whether instituted by or
         in the name of the Company or any other party, that such director in
         good faith believes might lead to the institution of any such action,
         suit or proceeding, whether civil, criminal, administrative,
         investigative or other (a "Claim") by reason of (or arising in part
         out of) any event or occurrence related to the fact that such director
         is or was a director, officer, employee or agent of the Company, or is
         or was serving at the request of the Company as a director, officer,
         employee, trustee, agent or fiduciary of another corporation,
         partnership, joint venture, employee benefit plan, trust or other
         enterprise, or occurring by reason of anything done or not done by
         such director in any such capacity (an "Indemnifiable Event"), the
         Company shall indemnify such director to the full extent authorized or
         permitted by law as soon as practicable but in any event no later than
         45 days after written demand is presented to the Company, against any
         and all expenses (including, without limitation, attorneys' fees and
         all other costs, expenses and obligations reasonably paid or incurred
         in connection with

                                     -3-
4

         investigating, defending, being a witness in or participating in
         (including on appeal), or preparing to defend, be a witness in or
         participate in any Claim relating to any Indemnifiable Event)
         ("Expenses"), judgments, fines, penalties, taxes and any and all
         amounts paid in settlement (including all interest, assessments and
         other charges paid or payable in connection with or in respect of such
         Expenses, judgments, fines, penalties, taxes or amounts paid in
         settlement) of such Claim.  If so requested by such director, the
         Company must advance any and all reasonable Expenses to such director
         (an "Expense Advance").
        
             Notwithstanding the foregoing, pursuant to the Agreements (i) the
         obligations of the Company will be subject to the condition that the
         Reviewing Party (defined as any appropriate person or body consisting
         of a member or members of the Company's Board of Directors or any
         other person or body appointed by the Board of Directors who is not a
         party to the particular Claim for which such director is seeking
         indemnification, the stockholders of the Company, or independent legal
         counsel) has not determined (in a written opinion, in any case in
         which independent legal counsel is involved), no later than 45 days
         after written demand is presented to the Company in accordance with
         the foregoing, that such director would not be permitted to be
         indemnified under applicable law, and (ii) the obligation of the
         Company to make an Expense Advance will be subject to the condition
         that, if, when and to the extent that the Reviewing Party determines
         that such director would not be permitted to be so indemnified under
         applicable law, the Company will be entitled to be reimbursed by such
         director for all such amounts theretofore paid; provided, however,
         that if such director has commenced or thereafter commences legal
         proceedings in a court of competent jurisdiction to secure a
         determination that such director should be indemnified under
         applicable law, any determination made by the Reviewing Party that
         such director would not be permitted to be indemnified under
         applicable law will not be binding and such director will not be
         required to reimburse the Company for any Expense Advance until a
         final judicial determination is made with respect thereto (as to which
         all rights of appeal therefrom have been exhausted or lapsed).  If
         there has been no determination by the Reviewing Party or if the
         Reviewing Party determines that such director substantively would not
         be permitted to be indemnified in whole or in part under applicable
         law, such director will have the right to commence litigation in any
         court in the State of Texas or the State of Delaware having subject
         matter jurisdiction thereof and in which venue is proper seeking an
         initial determination by the court or challenging any such
         determination by the Reviewing Party or any aspect thereof, including
         the legal or factual bases therefor. Alternatively, such director at
         his option will be able to seek an award in arbitration to be
         conducted by a single arbitrator pursuant to the rules of the American
         Arbitration Association, such award to be made within sixty days
         following the filing of the demand for arbitration.  Such judicial
         proceeding or arbitration will be required to be made de novo and such
         director will not be prejudiced by reason of a determination made or
         deemed to have been made pursuant to the terms of the Agreement that
         the such director is not entitled to indemnification.  If the court or
         arbitrator determines that such director is entitled to any
         indemnification under the Agreements, the Company will be required to
         pay all reasonable Expenses reasonably paid or incurred by such
         director in connection with such adjudication or award in arbitration
         (including, but not limited to, any appellate proceedings).  Any
         determination by the Reviewing Party otherwise will be conclusive and
         binding on the Company and such director.

             Notwithstanding the other provisions of the Agreements, to the
         extent that any director has served as a witness on behalf of the
         Company or has been successful, on the merits or otherwise, in defense
         of any or all Claims relating in whole or in part to an Indemnifiable
         Event, or in defense of any issue or matter therein, including,
         without limitation, dismissal without prejudice, such director will be
         indemnified against Expenses reasonably paid or incurred by him or on
         his behalf in connection therewith.

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

                                     -4-
5
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable

ITEM 8.  EXHIBITS.

         4.1     Company's Certificate of Incorporation, as amended.(1)

         4.2     Company's Bylaws, as amended.(1)

         4.3     HarCor Energy, Inc. 1994 Stock Option Plan and related forms
                 of incentive and non-statutory stock option agreements.(2)

         4.4     Stock Option Agreement dated July 6, 1994, between HarCor
                 Energy, Inc. and Mark G. Harrington.

         5.      Opinion of Vinson & Elkins L.L.P. (including consent).

         23.1    Consent of Arthur Andersen LLP.

         23.2    Consent of Ryder Scott Company Petroleum Engineers.

         23.3    Consent of Huddleston & Co., Inc.

________________________________________________________________________________

         (1) Filed as an exhibit to the Company's Registration Statement on
             Form S-4 (No. 33-62007), and incorporated herein by reference.

         (2) Filed as Exhibit A to the Company's Proxy Statement dated May 31,
             1994, for the Company's 1994 Annual Meeting of Stockholders and
             incorporated herein by reference.

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, as amended (the "1933 Act");

             (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;

             (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 (1)(i) and (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 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 1933
    Act, 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.

                                     -5-
6
         (b) The undersigned Registrant hereby undertakes that, for the
    purposes of determining any liability under the 1933 Act, each filing of
    the Registrant's annual report pursuant to Section 13(a) or Section 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 1933
    Act 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 1933 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 1933 Act and will be governed by the
    final adjudication of such issue.
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 the 2nd day of April, 1996.

                                HARCOR ENERGY, INC.
                            
                            
                                By: /s/ MARK G. HARRINGTON
                                        Mark G. Harrington
                                        Chairman of the Board and
                                        Chief Executive Officer
                                        

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark G.  Harrington, Francis H. Roth and
Gary S. Peck, or any of them, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE                         TITLE                                      DATE
/s/  MARK G. HARRINGTON                    Chairman of the Board                              April 2, 1996
     Mark G. Harrington                     Chief Executive Officer and Director
                                             (Principal Executive Officer)

/s/  FRANCIS H. ROTH                       President, Chief Operating Officer                 April 2, 1996
     Francis H. Roth                        and Director

/s/  GARY S. PECK                          Vice President-Finance,                            April 2, 1996
     Gary S. Peck                           Chief Financial Officer and Secretary

/s/  ROBERT J. CRESCI                      (Principal Financial and                           April 2, 1996
     Robert J. Cresci                       Accounting Officer)

/s/  VINOD K. DAR                          Director                                           April 2, 1996
     Vinod K. Dar

_____________________________              Director
David E. K. Frischkorn, Jr.

_____________________________              Director
Ambrose K. Monell

/s/  HERBERT OAKES                         Director                                           April 2, 1996
     Herbert Oakes

/s/  ROBERT A. SHORE                       Director                                           April 2, 1996
     Robert A. Shore
-7-
8

                         EXHIBIT  INDEX     
  

         4.4     Stock Option Agreement dated July 6, 1994, between HarCor
                 Energy, Inc. and Mark G. Harrington.

         5.      Opinion of Vinson & Elkins L.L.P. (including consent).

         23.1    Consent of Arthur Andersen LLP.

         23.2    Consent of Ryder Scott Company Petroleum Engineers.

         23.3    Consent of Huddleston & Co., Inc.