<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 2001

                                                  REGISTRATION NO. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         THE HOUSTON EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)


                DELAWARE                                22-2674487
      (State or other jurisdiction          (I.R.S. Employer Identification No.)
   of incorporation or organization)

   1100 LOUISIANA STREET, SUITE 2000
             HOUSTON, TEXAS                             77002-5215
(Address of Principal Executive Offices)                (Zip Code)


                         THE HOUSTON EXPLORATION COMPANY
                             1996 STOCK OPTION PLAN*
                    THE 1999 NON-QUALIFIED STOCK OPTION PLAN*
                            (Full title of the plan)


                              JAMES F. WESTMORELAND
                        1100 LOUISIANA STREET, SUITE 2000
                            HOUSTON, TEXAS 77002-5215
                                 (713) 830-6800
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

                                   ----------

<Table>
<Caption>
=======================================================================================================================

                                                               PROPOSED
                                                                MAXIMUM          PROPOSED MAXIMUM
                                           AMOUNT TO BE      OFFERING PRICE     AGGREGATE OFFERING        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED       REGISTERED(3)      PER SHARE(4)           PRICE (4)         REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>                <C>                    <C>
Common Stock, par value $0.01 per share   200,636 shares(1)     $28.685            $ 5,755,244            $ 1,376
Common Stock, par value $0.01 per share   400,000 shares(2)     $28.685            $11,474,000            $ 2,742
-----------------------------------------------------------------------------------------------------------------------
</Table>

(1)   Additional shares of common stock of the registrant issuable pursuant to
      the 1996 Stock Option Plan (as amended and restated).

(2)   Additional shares of common stock of the registrant issuable pursuant to
      the 1999 Non-Qualified Stock Option Plan (as amended).

(3)   The number of shares of common stock registered herein is subject to
      adjustment to prevent dilution resulting from stock splits, stock
      dividends or similar transactions.

(4)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rules 457(c) and 457(h). The aggregate offering price and the
      registration fee are based upon the sum of the product obtained by
      multiplying 600,636 shares (the number of shares of Common Stock
      registered hereby as to which options may be granted under the 1996 Stock
      Option Plan and the 1999 Non-Qualified Stock Option Plan) by $28.685 (the
      average of the high and low prices of a share of Houston Exploration's
      common stock on the New York Stock Exchange on December 13, 2001, which is
      within 5 days of the filing of this registration statement).

*     See Explanatory Note.

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

<PAGE>




                                EXPLANATORY NOTE


        This Registration Statement on Form S-8 is being filed solely to
register additional securities. 2,333,276 shares of the registrant's common
stock issuable under the 1996 Stock Option Plan were previously registered on
Form S-8 filed on October 1, 1997 (File No. 333-36977) and 500,000 shares of the
registrant's common stock issuable under the 1996 Stock Option Plan were
previously registered on Form S-8 filed on October 5, 2000 (File No. 333-47370).
400,000 shares of the registrant's common stock issuable under the 1999
Non-Qualified Stock Option Plan were also previously registered on the Form S-8
filed on October 5, 2000.

                                       -2-

<PAGE>




                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

        The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended. These documents and the documents
incorporated herein by reference pursuant to Item 3 of Part II of this
registration statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this registration statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about The Houston Exploration Company 1996 Stock Option
Plan or the 1999 Non-Qualified Stock Option Plan are available without charge by
contacting:

                                     James F. Westmoreland, Plan Administrator
                                     The Houston Exploration Company
                                     1100 Louisiana Street, Suite 2000
                                     Houston, Texas 77002-5215
                                     (713) 830-6800

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

              The Houston Exploration Company incorporates by reference in this
registration statement the following documents filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended:

              1.     Houston Exploration's Annual Report on Form 10-K for the
                     fiscal year ended December 31, 2000;

              2.     Houston Exploration's Quarterly Reports on Form 10-Q for
                     the quarterly periods ended March 31, 2001, June 30, 2001
                     and September 30, 2001; and

              3.     The description of the common stock, par value $.01 per
                     share, of Houston Exploration contained in Houston
                     Exploration's registration statement on Form 8-A (File No.
                     001-11899) filed with the Commission on July 5, 1996 and
                     amended on September 19, 1996.

              All documents filed by Houston Exploration pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the termination of the offering made hereby
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
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded for purposes of the registration
statement and the prospectus 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 the registration statement or the
prospectus.


                                       -3-

<PAGE>




ITEM 4. DESCRIPTION OF SECURITIES

              The information required by Item 4 is not applicable to this
registration statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

              None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

              Subsection (a) of Section 145 of the General Corporation Law of
the State of Delaware empowers a corporation 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 he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

              Subsection (b) of Section 145 empowers a corporation 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 such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
made 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
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

              Section 145 further provides that to the extent a 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 Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 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 such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.

              Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a 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 the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.

              Section 5.07 of Houston Exploration's Restated Certificate of
Incorporation, as amended, states that:

              "(a) No person who is or was a director of the Corporation shall
              be personally liable to the Corporation or its stockholders for
              monetary damages for breach of fiduciary duty as a director,
              except



                                       -4-

<PAGE>

              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 DGCL or
              (iv) for any transactions from which the director derived an
              improper personal benefit.

              (b) If the DGCL is hereafter amended to authorize corporate action
              further limiting or eliminating the personal liability of
              directors, then the personal liability of the directors to the
              Corporation or its stockholders shall be limited or eliminated to
              the full extent permitted by the DGCL, as so amended from time to
              time."

              Article VIII of Houston Exploration's Restated Bylaws further
provides that Houston Exploration shall indemnify its officers, directors,
employees and agents to the fullest extent permitted by law. Pursuant to such
provision, Houston Exploration has entered into agreements with various of its
officers, directors and employees which provide for indemnification of such
persons.

              In addition, Houston Exploration and certain other persons may be
entitled under agreements entered into with agents or underwriters to
indemnification by such agents or underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribution with
respect to payments which Houston Exploration or such persons may be required to
make in respect thereof.

              The limitations on liability in Section 5.07 described above would
apply to violations of the federal securities laws. However, the registrant has
been advised that in the opinion of the SEC, indemnification for liabilities
under the Securities Act of 1933 is against public policy and therefore
unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         The information required by Item 7 is not applicable to this
registration statement.

ITEM 8. EXHIBITS

<Table>
<Caption>

      Exhibit
      Number      Description
      ------      -----------
<S>               <C>

         4.1      Restated Certificate of Incorporation of Houston Exploration,
                  as amended (filed as Exhibit 3.1 to Houston Exploration's
                  Quarterly Report on Form 10-Q for the quarterly period ended
                  June 30, 1997 (File No. 001-11899) and incorporated by
                  reference herein).

         4.2      Restated Bylaws of Houston Exploration (filed as Exhibit 3.2
                  to Houston Exploration's Quarterly Report on Form 10-Q for the
                  quarterly period ended June 30, 1997 (File No. 001-11899) and
                  incorporated by reference herein).

         4.3      Amended and Restated 1996 Stock Option Plan (filed as Exhibit
                  10.1 to Houston Exploration's Quarterly Report on Form 10-Q
                  for the quarter ended June 30, 1998 (File No. 001-11899) and
                  incorporated by reference herein).

         4.4      1999 Non-Qualified Stock Option Plan dated October 26, 1999
                  (filed as Exhibit 10.24 to Houston Exploration's Annual Report
                  on Form 10-K for the year ended December 31, 1999 File No.
                  001-11899) and incorporated by reference herein).

        *4.5      First Amendment to the 1999 Non-Qualified Stock Option Plan
                  dated December 11, 2001.

         4.6      Registration Rights Agreement dated as of July 2, 1996 between
                  The Houston Exploration Company and THEC Holdings Corp. (filed
                  as Exhibit 10.13 to the Company's Registration Statement on
                  Form S-1 (Registration No. 333-4437) and incorporated by
                  reference herein).

         4.7      Registration Rights Agreement between The Houston Exploration
                  Company and Smith Offshore Exploration Company (filed as
                  Exhibit 10.15 to the Company's Registration Statement on Form
                  S-1 (Registration No. 333-4437) and incorporated by reference
                  herein).
</Table>


                                       -5-

<PAGE>

<Table>
<S>               <C>

         4.8      Registration Rights Agreement dated as of September 25, 1996
                  between The Houston Exploration Company and James G. Floyd
                  (filed as Exhibit 10.22 to the Company's Registration
                  Statement on Form S-1 (Registration No. 333-4437) and
                  incorporated by reference herein).

         4.9      Supplemental Executive Pension Plan (filed as Exhibit 10.23 to
                  the Company's Registration Statement on Form S-1 (Registration
                  No. 333-4437) and incorporated by reference herein).

         4.10     Form of Letter Agreement from The Houston Exploration Company
                  to each of Charles W. Adcock, James F. Westmoreland and Thomas
                  E. Schwartz evidencing grants of Phantom Stock Rights
                  effective as of December 16, 1996 (filed as Exhibit 10.27 to
                  the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1996 (File No. 001-11899) and incorporated by
                  reference herein).

         4.11     Deferred Compensation Plan for Non-Employee Directors (filed
                  as Exhibit 10.24 to the Company's Annual Report on Form 10-K
                  for the year ended December 31, 1997 (File No. 001-11899) and
                  incorporated by reference herein).

         4.12     Indenture, dated as of March 2, 1998, between The Houston
                  Exploration Company and The Bank of New York, as Trustee, with
                  respect to the 8 5/8% Senior Subordinated Notes Due 2008
                  (including form of 8 5/8% Senior Subordinated Note Due 2008)
                  (incorporated by reference to Exhibit 4.1 to the Company's
                  Registration Statement on Form S-4 (No. 333-50235)).

         4.13     Change of Control Plan dated October 26, 1999 (filed as
                  Exhibit 10.25 to the Company's Annual Report on Form 10-K for
                  the year ended December 31, 1999 (File No. 001-11899) and
                  incorporated by reference herein).

        *5.1      Opinion of Andrews & Kurth Mayor, Day, Caldwell & Keeton
                  L.L.P. with respect to legality of the securities.

       *23.1      Consent of Arthur Andersen LLP

       *23.2      Consent of Netherland, Sewell & Associates.

       *23.3      Consent of Miller & Lents.

       *23.4      Consent of Andrews & Kurth Mayor, Day, Caldwell & Keeton
                  L.L.P. (included as part of Exhibit 5.1).

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

----------

* Filed herewith.



                                       -6-

<PAGE>




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;

                (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 2 percent change
         in the maximum aggregate offering price set forth in the "Calculation
         of Registration Fee" table in the effective 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 (a)(1)(i) and (a)1(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

         2. That, for the purpose of determining any liability under the
Securities 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 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, 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 Securities
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 Securities 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 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 Securities Act and will be governed by the final
adjudication of such issue.



                                       -7-

<PAGE>




                                   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
amendment to its registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 13th day of December, 2001.

                                    The Houston Exploration Company
                                    (Registrant)


                                    By:  /s/ William G. Hargett
                                         ---------------------------------------
                                        William G. Hargett
                                        President and Chief Executive Officer



                                       -8-

<PAGE>




                                POWER OF ATTORNEY


        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of The Houston Exploration Company hereby constitutes and appoints
William G. Hargett and James F. Westmoreland, 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 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 13th day of December, 2001.


<Table>
<Caption>

               Signature                                         Title                                   Date
               ---------                                         -----                                   ----
<S>                                     <C>                                                        <C>

/s/ William G. Hargett                  President, Chief Executive Officer and Director            December 13, 2001
-------------------------------         (Principal Executive Officer)
William G. Hargett


/s/ James F. Westmoreland               Vice President, Chief Accounting Officer, Comptroller      December 13, 2001
-------------------------------         and Secretary (Principal Financial and Accounting
James F. Westmoreland                   Officer)



/s/ Robert B. Catell                    Chairman of the Board of Directors                         December 13, 2001
-------------------------------
Robert B. Catell


/s/ Gordon F. Ahalt                     Director                                                   December 13, 2001
-------------------------------
Gordon F. Ahalt


/s/ David G. Elkins                     Director                                                   December 13, 2001
-------------------------------
David G. Elkins


/s/ Russell D. Gordy                    Director                                                   December 10, 2001
-------------------------------
Russell D. Gordy


/s/ Gerald Luterman                     Director                                                   December 13, 2001
-------------------------------
Gerald Luterman


/s/ Craig G. Matthews                   Director                                                   December 13, 2001
-------------------------------
Craig G. Matthews


/s/ H. Neil Nichols                     Director                                                   December 13, 2001
-------------------------------
H. Neil Nichols


/s/ James Q. Riordan                    Director                                                   December 13, 2001
-------------------------------
James Q. Riordan


/s/ Donald C. Vaughn                    Director                                                   December 13, 2001
-------------------------------
Donald C. Vaughn
</Table>



                                       -9-

<PAGE>



                                  EXHIBIT INDEX

<Table>
<Caption>

      EXHIBIT
      NUMBER          DESCRIPTION
      ------          -----------
<S>                   <C>

       4.1            Restated Certificate of Incorporation of Houston
                      Exploration, as amended (filed as Exhibit 3.1 to Houston
                      Exploration's Quarterly Report on Form 10-Q for the
                      quarterly period ended June 30, 1997 (File No. 001-11899)
                      and incorporated by reference herein).

       4.2            Restated Bylaws of Houston Exploration (filed as Exhibit
                      3.2 to Houston Exploration's Quarterly Report on Form 10-Q
                      for the quarterly period ended June 30, 1997 (File No.
                      001-11899) and incorporated by reference herein).

       4.3            Amended and Restated 1996 Stock Option Plan (filed as
                      Exhibit 10.1 to Houston Exploration's Quarterly Report on
                      Form 10-Q for the quarter ended June 30, 1998 (File No.
                      001-11899) and incorporated by reference herein).

       4.4            1999 Non-Qualified Stock Option Plan dated October 26,
                      1999 (filed as Exhibit 10.24 to Houston Exploration's
                      Annual Report on Form 10-K for the year ended December 31,
                      1999 File No. 001-11899) and incorporated by reference
                      herein).

      *4.5            First Amendment to the 1999 Non-Qualified Stock Option
                      Plan dated December 11, 2001.

       4.6            Registration Rights Agreement dated as of July 2, 1996
                      between The Houston Exploration Company and THEC Holdings
                      Corp. (filed as Exhibit 10.13 to the Company's
                      Registration Statement on Form S-1 (Registration No.
                      333-4437) and incorporated by reference herein).

       4.7            Registration Rights Agreement between The Houston
                      Exploration Company and Smith Offshore Exploration Company
                      (filed as Exhibit 10.15 to the Company's Registration
                      Statement on Form S-1 (Registration No. 333-4437) and
                      incorporated by reference herein).

       4.8            Registration Rights Agreement dated as of September 25,
                      1996 between The Houston Exploration Company and James G.
                      Floyd (filed as Exhibit 10.22 to the Company's
                      Registration Statement on Form S-1 (Registration No.
                      333-4437) and incorporated by reference herein).

       4.9            Supplemental Executive Pension Plan (filed as Exhibit
                      10.23 to the Company's Registration Statement on Form S-1
                      (Registration No. 333-4437) and incorporated by reference
                      herein).

       4.10           Form of Letter Agreement from The Houston Exploration
                      Company to each of Charles W. Adcock, James F.
                      Westmoreland and Thomas E. Schwartz evidencing grants of
                      Phantom Stock Rights effective as of December 16, 1996
                      (filed as Exhibit 10.27 to the Company's Annual Report on
                      Form 10-K for the year ended December 31, 1996 (File No.
                      001-11899) and incorporated by reference herein).

       4.11           Deferred Compensation Plan for Non-Employee Directors
                      (filed as Exhibit 10.24 to the Company's Annual Report on
                      Form 10-K for the year ended December 31, 1997 (File No.
                      001-11899) and incorporated by reference herein).

       4.12           Indenture, dated as of March 2, 1998, between The Houston
                      Exploration Company and The Bank of New York, as Trustee,
                      with respect to the 8 5/8% Senior Subordinated Notes Due
                      2008 (including form of 8 5/8% Senior Subordinated Note
                      Due 2008) (incorporated by
</Table>




                                      -10-
<PAGE>
<Table>
<S>                   <C>
                      reference to Exhibit 4.1 to the Company's Registration
                      Statement on Form S-4 (No. 333-50235)).

         4.13         Change of Control Plan dated October 26, 1999 (filed as
                      Exhibit 10.25 to the Company's Annual Report on Form 10-K
                      for the year ended December 31, 1999 (File No. 001-11899)
                      and incorporated by reference herein).

        *5.1          Opinion of Andrews & Kurth Mayor, Day, Caldwell & Keeton
                      L.L.P. with respect to legality of the securities.

       *23.1          Consent of Arthur Andersen LLP

       *23.2          Consent of Netherland, Sewell & Associates.

       *23.3          Consent of Miller & Lents.

       *23.4          Consent of Andrews & Kurth Mayor, Day, Caldwell & Keeton
                      L.L.P. (included as part of Exhibit 5.1).

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

----------

* Filed herewith.

                                      -11-
[{"type": "S-8", "sequence": "1", "filename": "h92960s-8.txt", "description": "THE HOUSTON EXPLORATION COMPANY", "secsgml_size_bytes": 35265}]
{"company-data": {"conformed-name": "HOUSTON EXPLORATION CO", "cik": "0001015293", "assigned-sic": "1382", "irs-number": "222674487", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75264", "film-number": "1815546"}, "business-address": {"street1": "1100 LOUISIANA STREET", "street2": "SUITE 2000", "city": "HOUSTON", "state": "TX", "zip": "77002-5219", "phone": "713-830-6800"}, "mail-address": {"street1": "1100 LOUISIANA STREET", "street2": "SUITE 2000", "city": "HOUSTON", "state": "TX", "zip": "77002-5219"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 2001

                                                  REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         THE HOUSTON EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)

                DELAWARE                                22-2674487
      (State or other jurisdiction          (I.R.S. Employer Identification No.)
   of incorporation or organization)

   1100 LOUISIANA STREET, SUITE 2000
             HOUSTON, TEXAS                             77002-5215
(Address of Principal Executive Offices)                (Zip Code)

                         THE HOUSTON EXPLORATION COMPANY
                             1996 STOCK OPTION PLAN*
                    THE 1999 NON-QUALIFIED STOCK OPTION PLAN*
                            (Full title of the plan)

                              JAMES F. WESTMORELAND
                        1100 LOUISIANA STREET, SUITE 2000
                            HOUSTON, TEXAS 77002-5215
                                 (713) 830-6800
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                   ----------
=======================================================================================================================

                                                               PROPOSED
                                                                MAXIMUM          PROPOSED MAXIMUM
                                           AMOUNT TO BE      OFFERING PRICE     AGGREGATE OFFERING        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED       REGISTERED(3)      PER SHARE(4)           PRICE (4)         REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share   200,636 shares(1)     $28.685            $ 5,755,244            $ 1,376
Common Stock, par value $0.01 per share   400,000 shares(2)     $28.685            $11,474,000            $ 2,742
-----------------------------------------------------------------------------------------------------------------------
(1)   Additional shares of common stock of the registrant issuable pursuant to
      the 1996 Stock Option Plan (as amended and restated).

(2)   Additional shares of common stock of the registrant issuable pursuant to
      the 1999 Non-Qualified Stock Option Plan (as amended).

(3)   The number of shares of common stock registered herein is subject to
      adjustment to prevent dilution resulting from stock splits, stock
      dividends or similar transactions.

(4)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rules 457(c) and 457(h). The aggregate offering price and the
      registration fee are based upon the sum of the product obtained by
      multiplying 600,636 shares (the number of shares of Common Stock
      registered hereby as to which options may be granted under the 1996 Stock
      Option Plan and the 1999 Non-Qualified Stock Option Plan) by $28.685 (the
      average of the high and low prices of a share of Houston Exploration's
      common stock on the New York Stock Exchange on December 13, 2001, which is
      within 5 days of the filing of this registration statement).

*     See Explanatory Note.

================================================================================
EXPLANATORY NOTE

        This Registration Statement on Form S-8 is being filed solely to
register additional securities. 2,333,276 shares of the registrant's common
stock issuable under the 1996 Stock Option Plan were previously registered on
Form S-8 filed on October 1, 1997 (File No. 333-36977) and 500,000 shares of the
registrant's common stock issuable under the 1996 Stock Option Plan were
previously registered on Form S-8 filed on October 5, 2000 (File No. 333-47370).
400,000 shares of the registrant's common stock issuable under the 1999
Non-Qualified Stock Option Plan were also previously registered on the Form S-8
filed on October 5, 2000.

                                       -2-
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

        The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended. These documents and the documents
incorporated herein by reference pursuant to Item 3 of Part II of this
registration statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this registration statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about The Houston Exploration Company 1996 Stock Option
Plan or the 1999 Non-Qualified Stock Option Plan are available without charge by
contacting:

                                     James F. Westmoreland, Plan Administrator
                                     The Houston Exploration Company
                                     1100 Louisiana Street, Suite 2000
                                     Houston, Texas 77002-5215
                                     (713) 830-6800

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

              The Houston Exploration Company incorporates by reference in this
registration statement the following documents filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended:

              1.     Houston Exploration's Annual Report on Form 10-K for the
                     fiscal year ended December 31, 2000;

              2.     Houston Exploration's Quarterly Reports on Form 10-Q for
                     the quarterly periods ended March 31, 2001, June 30, 2001
                     and September 30, 2001; and

              3.     The description of the common stock, par value $.01 per
                     share, of Houston Exploration contained in Houston
                     Exploration's registration statement on Form 8-A (File No.
                     001-11899) filed with the Commission on July 5, 1996 and
                     amended on September 19, 1996.

              All documents filed by Houston Exploration pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the termination of the offering made hereby
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
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded for purposes of the registration
statement and the prospectus 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 the registration statement or the
prospectus.

                                       -3-
ITEM 4. DESCRIPTION OF SECURITIES

              The information required by Item 4 is not applicable to this
registration statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

              None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

              Subsection (a) of Section 145 of the General Corporation Law of
the State of Delaware empowers a corporation 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 he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

              Subsection (b) of Section 145 empowers a corporation 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 such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
made 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
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

              Section 145 further provides that to the extent a 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 Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 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 such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.

              Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a 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 the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.

              Section 5.07 of Houston Exploration's Restated Certificate of
Incorporation, as amended, states that:

              "(a) No person who is or was a director of the Corporation shall
              be personally liable to the Corporation or its stockholders for
              monetary damages for breach of fiduciary duty as a director,
              except

                                       -4-
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 DGCL or
              (iv) for any transactions from which the director derived an
              improper personal benefit.

              (b) If the DGCL is hereafter amended to authorize corporate action
              further limiting or eliminating the personal liability of
              directors, then the personal liability of the directors to the
              Corporation or its stockholders shall be limited or eliminated to
              the full extent permitted by the DGCL, as so amended from time to
              time."

              Article VIII of Houston Exploration's Restated Bylaws further
provides that Houston Exploration shall indemnify its officers, directors,
employees and agents to the fullest extent permitted by law. Pursuant to such
provision, Houston Exploration has entered into agreements with various of its
officers, directors and employees which provide for indemnification of such
persons.

              In addition, Houston Exploration and certain other persons may be
entitled under agreements entered into with agents or underwriters to
indemnification by such agents or underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribution with
respect to payments which Houston Exploration or such persons may be required to
make in respect thereof.

              The limitations on liability in Section 5.07 described above would
apply to violations of the federal securities laws. However, the registrant has
been advised that in the opinion of the SEC, indemnification for liabilities
under the Securities Act of 1933 is against public policy and therefore
unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         The information required by Item 7 is not applicable to this
registration statement.

ITEM 8. EXHIBITS
Exhibit
      Number      Description
      ------      -----------
4.1      Restated Certificate of Incorporation of Houston Exploration,
                  as amended (filed as Exhibit 3.1 to Houston Exploration's
                  Quarterly Report on Form 10-Q for the quarterly period ended
                  June 30, 1997 (File No. 001-11899) and incorporated by
                  reference herein).

         4.2      Restated Bylaws of Houston Exploration (filed as Exhibit 3.2
                  to Houston Exploration's Quarterly Report on Form 10-Q for the
                  quarterly period ended June 30, 1997 (File No. 001-11899) and
                  incorporated by reference herein).

         4.3      Amended and Restated 1996 Stock Option Plan (filed as Exhibit
                  10.1 to Houston Exploration's Quarterly Report on Form 10-Q
                  for the quarter ended June 30, 1998 (File No. 001-11899) and
                  incorporated by reference herein).

         4.4      1999 Non-Qualified Stock Option Plan dated October 26, 1999
                  (filed as Exhibit 10.24 to Houston Exploration's Annual Report
                  on Form 10-K for the year ended December 31, 1999 File No.
                  001-11899) and incorporated by reference herein).

        *4.5      First Amendment to the 1999 Non-Qualified Stock Option Plan
                  dated December 11, 2001.

         4.6      Registration Rights Agreement dated as of July 2, 1996 between
                  The Houston Exploration Company and THEC Holdings Corp. (filed
                  as Exhibit 10.13 to the Company's Registration Statement on
                  Form S-1 (Registration No. 333-4437) and incorporated by
                  reference herein).

         4.7      Registration Rights Agreement between The Houston Exploration
                  Company and Smith Offshore Exploration Company (filed as
                  Exhibit 10.15 to the Company's Registration Statement on Form
                  S-1 (Registration No. 333-4437) and incorporated by reference
                  herein).
-5-
4.8      Registration Rights Agreement dated as of September 25, 1996
                  between The Houston Exploration Company and James G. Floyd
                  (filed as Exhibit 10.22 to the Company's Registration
                  Statement on Form S-1 (Registration No. 333-4437) and
                  incorporated by reference herein).

         4.9      Supplemental Executive Pension Plan (filed as Exhibit 10.23 to
                  the Company's Registration Statement on Form S-1 (Registration
                  No. 333-4437) and incorporated by reference herein).

         4.10     Form of Letter Agreement from The Houston Exploration Company
                  to each of Charles W. Adcock, James F. Westmoreland and Thomas
                  E. Schwartz evidencing grants of Phantom Stock Rights
                  effective as of December 16, 1996 (filed as Exhibit 10.27 to
                  the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1996 (File No. 001-11899) and incorporated by
                  reference herein).

         4.11     Deferred Compensation Plan for Non-Employee Directors (filed
                  as Exhibit 10.24 to the Company's Annual Report on Form 10-K
                  for the year ended December 31, 1997 (File No. 001-11899) and
                  incorporated by reference herein).

         4.12     Indenture, dated as of March 2, 1998, between The Houston
                  Exploration Company and The Bank of New York, as Trustee, with
                  respect to the 8 5/8% Senior Subordinated Notes Due 2008
                  (including form of 8 5/8% Senior Subordinated Note Due 2008)
                  (incorporated by reference to Exhibit 4.1 to the Company's
                  Registration Statement on Form S-4 (No. 333-50235)).

         4.13     Change of Control Plan dated October 26, 1999 (filed as
                  Exhibit 10.25 to the Company's Annual Report on Form 10-K for
                  the year ended December 31, 1999 (File No. 001-11899) and
                  incorporated by reference herein).

        *5.1      Opinion of Andrews & Kurth Mayor, Day, Caldwell & Keeton
                  L.L.P. with respect to legality of the securities.

       *23.1      Consent of Arthur Andersen LLP

       *23.2      Consent of Netherland, Sewell & Associates.

       *23.3      Consent of Miller & Lents.

       *23.4      Consent of Andrews & Kurth Mayor, Day, Caldwell & Keeton
                  L.L.P. (included as part of Exhibit 5.1).

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

* Filed herewith.

                                       -6-
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;

                (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 2 percent change
         in the maximum aggregate offering price set forth in the "Calculation
         of Registration Fee" table in the effective 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 (a)(1)(i) and (a)1(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

         2. That, for the purpose of determining any liability under the
Securities 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 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, 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 Securities
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 Securities 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 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 Securities 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
amendment to its registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 13th day of December, 2001.

                                    The Houston Exploration Company
                                    (Registrant)

                                    By:  /s/ William G. Hargett
                                         ---------------------------------------
                                        William G. Hargett
                                        President and Chief Executive Officer

                                       -8-
POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of The Houston Exploration Company hereby constitutes and appoints
William G. Hargett and James F. Westmoreland, 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 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 13th day of December, 2001.
Signature                                         Title                                   Date
               ---------                                         -----                                   ----
/s/ William G. Hargett                  President, Chief Executive Officer and Director            December 13, 2001
-------------------------------         (Principal Executive Officer)
William G. Hargett

/s/ James F. Westmoreland               Vice President, Chief Accounting Officer, Comptroller      December 13, 2001
-------------------------------         and Secretary (Principal Financial and Accounting
James F. Westmoreland                   Officer)

/s/ Robert B. Catell                    Chairman of the Board of Directors                         December 13, 2001
-------------------------------
Robert B. Catell

/s/ Gordon F. Ahalt                     Director                                                   December 13, 2001
-------------------------------
Gordon F. Ahalt

/s/ David G. Elkins                     Director                                                   December 13, 2001
-------------------------------
David G. Elkins

/s/ Russell D. Gordy                    Director                                                   December 10, 2001
-------------------------------
Russell D. Gordy

/s/ Gerald Luterman                     Director                                                   December 13, 2001
-------------------------------
Gerald Luterman

/s/ Craig G. Matthews                   Director                                                   December 13, 2001
-------------------------------
Craig G. Matthews

/s/ H. Neil Nichols                     Director                                                   December 13, 2001
-------------------------------
H. Neil Nichols

/s/ James Q. Riordan                    Director                                                   December 13, 2001
-------------------------------
James Q. Riordan

/s/ Donald C. Vaughn                    Director                                                   December 13, 2001
-------------------------------
Donald C. Vaughn
-9-
EXHIBIT INDEX
EXHIBIT
      NUMBER          DESCRIPTION
      ------          -----------
4.1            Restated Certificate of Incorporation of Houston
                      Exploration, as amended (filed as Exhibit 3.1 to Houston
                      Exploration's Quarterly Report on Form 10-Q for the
                      quarterly period ended June 30, 1997 (File No. 001-11899)
                      and incorporated by reference herein).

       4.2            Restated Bylaws of Houston Exploration (filed as Exhibit
                      3.2 to Houston Exploration's Quarterly Report on Form 10-Q
                      for the quarterly period ended June 30, 1997 (File No.
                      001-11899) and incorporated by reference herein).

       4.3            Amended and Restated 1996 Stock Option Plan (filed as
                      Exhibit 10.1 to Houston Exploration's Quarterly Report on
                      Form 10-Q for the quarter ended June 30, 1998 (File No.
                      001-11899) and incorporated by reference herein).

       4.4            1999 Non-Qualified Stock Option Plan dated October 26,
                      1999 (filed as Exhibit 10.24 to Houston Exploration's
                      Annual Report on Form 10-K for the year ended December 31,
                      1999 File No. 001-11899) and incorporated by reference
                      herein).

      *4.5            First Amendment to the 1999 Non-Qualified Stock Option
                      Plan dated December 11, 2001.

       4.6            Registration Rights Agreement dated as of July 2, 1996
                      between The Houston Exploration Company and THEC Holdings
                      Corp. (filed as Exhibit 10.13 to the Company's
                      Registration Statement on Form S-1 (Registration No.
                      333-4437) and incorporated by reference herein).

       4.7            Registration Rights Agreement between The Houston
                      Exploration Company and Smith Offshore Exploration Company
                      (filed as Exhibit 10.15 to the Company's Registration
                      Statement on Form S-1 (Registration No. 333-4437) and
                      incorporated by reference herein).

       4.8            Registration Rights Agreement dated as of September 25,
                      1996 between The Houston Exploration Company and James G.
                      Floyd (filed as Exhibit 10.22 to the Company's
                      Registration Statement on Form S-1 (Registration No.
                      333-4437) and incorporated by reference herein).

       4.9            Supplemental Executive Pension Plan (filed as Exhibit
                      10.23 to the Company's Registration Statement on Form S-1
                      (Registration No. 333-4437) and incorporated by reference
                      herein).

       4.10           Form of Letter Agreement from The Houston Exploration
                      Company to each of Charles W. Adcock, James F.
                      Westmoreland and Thomas E. Schwartz evidencing grants of
                      Phantom Stock Rights effective as of December 16, 1996
                      (filed as Exhibit 10.27 to the Company's Annual Report on
                      Form 10-K for the year ended December 31, 1996 (File No.
                      001-11899) and incorporated by reference herein).

       4.11           Deferred Compensation Plan for Non-Employee Directors
                      (filed as Exhibit 10.24 to the Company's Annual Report on
                      Form 10-K for the year ended December 31, 1997 (File No.
                      001-11899) and incorporated by reference herein).

       4.12           Indenture, dated as of March 2, 1998, between The Houston
                      Exploration Company and The Bank of New York, as Trustee,
                      with respect to the 8 5/8% Senior Subordinated Notes Due
                      2008 (including form of 8 5/8% Senior Subordinated Note
                      Due 2008) (incorporated by
-10-
reference to Exhibit 4.1 to the Company's Registration
                      Statement on Form S-4 (No. 333-50235)).

         4.13         Change of Control Plan dated October 26, 1999 (filed as
                      Exhibit 10.25 to the Company's Annual Report on Form 10-K
                      for the year ended December 31, 1999 (File No. 001-11899)
                      and incorporated by reference herein).

        *5.1          Opinion of Andrews & Kurth Mayor, Day, Caldwell & Keeton
                      L.L.P. with respect to legality of the securities.

       *23.1          Consent of Arthur Andersen LLP

       *23.2          Consent of Netherland, Sewell & Associates.

       *23.3          Consent of Miller & Lents.

       *23.4          Consent of Andrews & Kurth Mayor, Day, Caldwell & Keeton
                      L.L.P. (included as part of Exhibit 5.1).

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

* Filed herewith.

                                      -11-