<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2005

                                                           REGISTRATION NO. 333-

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

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

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

400 N. SAM HOUSTON PARKWAY EAST, SUITE 205
               HOUSTON, TEXAS                                  77060
(Address of Principal Executive Offices)                     (Zip Code)

                       STOCK OPTIONS GRANTED PURSUANT TO
          STOCK OPTION AGREEMENTS WITH CERTAIN DIRECTORS AND EMPLOYEES
                            (Full Title of the Plan)

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

                                with a copy to:

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

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
          TITLE OF EACH CLASS OF                         PROPOSED MAXIMUM     PROPOSED MAXIMUM     AMOUNT OF
             SECURITIES TO BE             AMOUNT TO BE  OFFERING PRICE PER   AGGREGATE OFFERING  REGISTRATION
              REGISTERED (1)               REGISTERED        SHARE (2)            PRICE (2)           FEE
----------------------------------------  ------------  ------------------   ------------------  ------------
<S>                                       <C>           <C>                  <C>                 <C>
Common Stock, par value $0.001 per share     2,340,000         $ 0.65            $ 1,521,000     $     179.02
Common Stock, par value $0.001 per share     3,640,000         $ 2.00            $ 7,280,000     $     856.86
                                             ---------         ------            -----------     ------------
TOTAL                                        5,980,000             --            $ 8,801,000     $   1,035.88
                                             =========         ======            ===========     ============
</TABLE>

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

(2)   The registration fee is calculated pursuant to Rule 457(h) promulgated
      under the Securities Act on the basis of the exercise prices of the
      options granted by the Company.

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

<PAGE>

                                EXPLANATORY NOTE

      This Registration Statement on Form S-8 covers the offer by the Company of
Common Stock issuable upon exercise of: (a) stock options granted to Michael R.
McElwrath on January 29, 2002 and on October 13, 2003 pursuant to Amended and
Restated Nonqualified Stock Option Agreements, and on December 23, 2004 pursuant
to a Nonqualified Stock Option Agreement, (b) stock options granted to Bruce N.
Huff on May 1, 2004 pursuant to an Amended and Restated Nonqualified Stock
Option Agreement and on December 23, 2004 pursuant to a Nonqualified Stock
Option Agreement, (c) stock options granted to Thomas Williams on February 24,
2004 pursuant to a Stock Option Agreement, (d) stock options granted on May 18,
2004 pursuant to a Stock Option Agreement with each of Thomas Cavanagh and
Donald Juckett, (e) stock options granted to John C. Mihm on May 24, 2004
pursuant to a Stock Option Agreement, (f) stock options granted to Randall D.
Keys on June 18, 2004 pursuant to a Stock Option Agreement, (g) stock options
granted to Nancy Williams on September 17, 2004 pursuant to a Stock Option
Agreement and on December 23, 2004 pursuant to a Nonqualified Stock Option
Agreement, (h) stock options granted to Garry Ward on February 1, 2004 pursuant
to a Stock Option Agreement and on December 23, 2004 pursuant to a Nonqualified
Stock Option Agreement, (i) stock options granted to Tun Aye Sai on January 29,
2002 pursuant to a Stock Option Agreement and on December 23, 2004 pursuant to a
Nonqualified Stock Option Agreement, and (j) stock options granted to Zhendong
'Alex' Yang on December 1, 2003 pursuant to a Stock Option Agreement. The stock
options evidenced by these agreements were granted to directors and employees of
the Company at the time of grant.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

      (b)   The Company's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2005;

      (c)   The Company's current Reports on Form 8-K dated January 4, 2005,
            January 6, 2005, January 19, 2005, January 21, 2005, February 7,
            2005, March 17, 2005, April 15, 2005, June 2, 2005 and June 28,
            2005; and

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

ITEM 4. DESCRIPTION OF SECURITIES.

        Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        None.

                                      -1-
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

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

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

                                      -2-
<PAGE>

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

      in the circumstances. The determination must be made:

            (a)   By the stockholders;

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

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

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

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

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

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

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

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      None.

                                      -3-
<PAGE>

ITEM 8. EXHIBITS.

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

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

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

4.4            Amended and Restated Nonqualified Stock Option Agreement, dated
               December 23, 2004, by and between the Company and Michael R.
               McElwrath (filed as Exhibit 10.3 to the Company's Current Report
               on Form 8-K filed on December 28, 2004, and incorporated herein
               by reference).

4.5            Amended and Restated Nonqualified Stock Option Agreement, dated
               December 23, 2004, by and between the Company and Michael R.
               McElwrath (filed as Exhibit 10.4 to the Company's Current Report
               on Form 8-K filed on December 28, 2004, and incorporated herein
               by reference).

4.6            Amended and Restated Nonqualified Stock Option Agreement, dated
               December 23, 2004, by and between the Company and Bruce N. Huff
               (filed as Exhibit 10.5 to the Company's Current Report on Form
               8-K filed on December 28, 2004, and incorporated herein by
               reference).

4.7            Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Michael R. McElwrath (filed as
               Exhibit 10.6 to the Company's Current Report on Form 8-K filed on
               December 28, 2004, and incorporated herein by reference).

4.8            Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Bruce N. Huff (filed as Exhibit 10.7
               to the Company's Current Report on Form 8-K filed on December 28,
               2004, and incorporated herein by reference).

4.9            Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Tun Aye Sai (filed as Exhibit 10.8 to
               the Company's Current Report on Form 8-K filed on December 28,
               2004, and incorporated herein by reference).

4.10           Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Garry Ward (filed as Exhibit 10.9 to
               the Company's Current Report on Form 8-K filed on December 28,
               2004, and incorporated herein by reference).

4.11           Stock Option Agreement, dated May 18, 2004, by and between the
               Company and Thomas Cavanagh (filed as Exhibit 10.12 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.12           Stock Option Agreement, dated May 18, 2004, by and between the
               Company and Donald Juckett (filed as Exhibit 10.13 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.13           Stock Option Agreement, dated June 18, 2004, by and between the
               Company and Randall D. Keys (filed as Exhibit 10.14 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).
</TABLE>

                                      -4-
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO     DESCRIPTION
----------     -----------------------------------------------------------------
<S>            <C>
4.14           Stock Option Agreement, dated May 24, 2004, by and between the
               Company and John C. Mihm (filed as Exhibit 10.15 to the Company's
               Annual Report on Form 10-K for the year ended December 31, 2004,
               which was filed on March 15, 2005, and incorporated herein by
               reference).

4.15           Stock Option Agreement, dated February 24, 2004, by and between
               the Company and Thomas Williams (filed as Exhibit 10.16 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.16           Stock Option Agreement, dated February 1, 2004, by and between
               the Company and Garry Ward (filed as Exhibit 10.17 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.17           Stock Option Agreement, dated January 29, 2002, by and between
               the Company and Tun Aye Sai (filed as Exhibit 10.18 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.18           Stock Option Agreement, dated December 1, 2003, by and between
               the Company and Zhendong 'Alex' Yang (filed as Exhibit 10.19 to
               the Company's Annual Report on Form 10-K for the year ended
               December 31, 2004, which was filed on March 15, 2005, and
               incorporated herein by reference).

4.19*          Stock Option Agreement, dated September 17, 2004, by and between
               the Company and Nancy I. Williams.

4.20*          Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Nancy Williams.

5.1*           Opinion of Kummer Kaempfer Bonner & Renshaw.

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

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

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

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

ITEM 9. UNDERTAKINGS.

(a)   The undersigned Registrant hereby undertakes:

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

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

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in aggregate, represent a
                        fundamental change in the information set forth in the
                        registration statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the

                                      -5-
<PAGE>

                        estimated maximum offering range may be reflected in the
                        form of prospectus filed with the Commission pursuant to
                        Rule 424(b) if, in the aggregate, the changes in volume
                        and price represent no more than 20 percent change in
                        the maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        registration statement; and

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

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

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

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

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

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

                                      -6-
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 27th day of July,
2005.

                                                FAR EAST ENERGY CORPORATION

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

                                POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>
         SIGNATURE                                TITLE                             DATE
--------------------------    -----------------------------------------------   -------------
<S>                           <C>                                               <C>
/s/ Michael R. McElwrath      Chief Executive Officer, President and Director   July 27, 2005
--------------------------    (Principal Executive Officer)
Michael R. McElwrath

/s/ Bruce N. Huff             Chief Financial Officer                           July 27, 2005
--------------------------    (Principal Financial and Accounting Officer)
Bruce N. Huff

/s/ John C. Mihm              Chairman of the Board                             July 27, 2005
--------------------------
John C. Mihm

/s/ Thomas E. Williams        Director                                          July 27, 2005
--------------------------
Thomas E. Williams

/s/ Donald A. Juckett         Director                                          July 27, 2005
--------------------------
Donald A. Juckett

/s/ Randall D. Keys           Director                                          July 27, 2005
--------------------------
Randall D. Keys

__________________________    Director
Tim Whyte
</TABLE>

                                      -7-
<PAGE>

                                  EXHIBIT INDEX

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

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

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

4.4            Amended and Restated Nonqualified Stock Option Agreement, dated
               December 23, 2004, by and between the Company and Michael R.
               McElwrath (filed as Exhibit 10.3 to the Company's Current Report
               on Form 8-K filed on December 28, 2004, and incorporated herein
               by reference).

4.5            Amended and Restated Nonqualified Stock Option Agreement, dated
               December 23, 2004, by and between the Company and Michael R.
               McElwrath (filed as Exhibit 10.4 to the Company's Current Report
               on Form 8-K filed on December 28, 2004, and incorporated herein
               by reference).

4.6            Amended and Restated Nonqualified Stock Option Agreement, dated
               December 23, 2004, by and between the Company and Bruce N. Huff
               (filed as Exhibit 10.5 to the Company's Current Report on Form
               8-K filed on December 28, 2004, and incorporated herein by
               reference).

4.7            Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Michael R. McElwrath (filed as
               Exhibit 10.6 to the Company's Current Report on Form 8-K filed on
               December 28, 2004, and incorporated herein by reference).

4.8            Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Bruce N. Huff (filed as Exhibit 10.7
               to the Company's Current Report on Form 8-K filed on December 28,
               2004, and incorporated herein by reference).

4.9            Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Tun Aye Sai (filed as Exhibit 10.8 to
               the Company's Current Report on Form 8-K filed on December 28,
               2004, and incorporated herein by reference).

4.10           Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Garry Ward (filed as Exhibit 10.9 to
               the Company's Current Report on Form 8-K filed on December 28,
               2004, and incorporated herein by reference).

4.11           Stock Option Agreement, dated May 18, 2004, by and between the
               Company and Thomas Cavanagh (filed as Exhibit 10.12 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.12           Stock Option Agreement, dated May 18, 2004, by and between the
               Company and Donald Juckett (filed as Exhibit 10.13 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.13           Stock Option Agreement, dated June 18, 2004, by and between the
               Company and Randall D. Keys (filed as Exhibit 10.14 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO     DESCRIPTION
----------     -----------------------------------------------------------------
<S>            <C>
4.14           Stock Option Agreement, dated May 24, 2004, by and between the
               Company and John C. Mihm (filed as Exhibit 10.15 to the Company's
               Annual Report on Form 10-K for the year ended December 31, 2004,
               which was filed on March 15, 2005, and incorporated herein by
               reference).

4.15           Stock Option Agreement, dated February 24, 2004, by and between
               the Company and Thomas Williams (filed as Exhibit 10.16 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.16           Stock Option Agreement, dated February 1, 2004, by and between
               the Company and Garry Ward (filed as Exhibit 10.17 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.17           Stock Option Agreement, dated January 29, 2002, by and between
               the Company and Tun Aye Sai (filed as Exhibit 10.18 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.18           Stock Option Agreement, dated December 1, 2003, by and between
               the Company and Zhendong 'Alex' Yang (filed as Exhibit 10.19 to
               the Company's Annual Report on Form 10-K for the year ended
               December 31, 2004, which was filed on March 15, 2005, and
               incorporated herein by reference).

4.19*          Stock Option Agreement, dated September 17, 2004, by and between
               the Company and Nancy I. Williams.

4.20*          Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Nancy Williams.

5.1*           Opinion of Kummer Kaempfer Bonner & Renshaw.

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

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

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

-----------
*     Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "h27357sv8.txt", "description": "FAR EAST ENERGY CORPORATION", "secsgml_size_bytes": 39672}]
{"company-data": {"conformed-name": "FAR EAST ENERGY CORP", "cik": "0001124024", "assigned-sic": "1311", "irs-number": "880459590", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-126994", "film-number": "05981926"}, "business-address": {"street1": "400 N. SAM HOUSTON PARKWAY E.", "street2": "SUITE 205", "city": "HOUSTON", "state": "TX", "zip": "77060", "phone": "7135861900"}, "mail-address": {"street1": "400 N. SAM HOUSTON PARKWAY E.", "street2": "SUITE 205", "city": "HOUSTON", "state": "TX", "zip": "77060"}, "former-company": {"former-conformed-name": "EZFOODSTOP COM", "date-changed": "20010306"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2005

                                                           REGISTRATION NO. 333-

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

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

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

400 N. SAM HOUSTON PARKWAY EAST, SUITE 205
               HOUSTON, TEXAS                                  77060
(Address of Principal Executive Offices)                     (Zip Code)

                       STOCK OPTIONS GRANTED PURSUANT TO
          STOCK OPTION AGREEMENTS WITH CERTAIN DIRECTORS AND EMPLOYEES
                            (Full Title of the Plan)

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

                                with a copy to:

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

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

                        CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF                         PROPOSED MAXIMUM     PROPOSED MAXIMUM     AMOUNT OF
             SECURITIES TO BE             AMOUNT TO BE  OFFERING PRICE PER   AGGREGATE OFFERING  REGISTRATION
              REGISTERED (1)               REGISTERED        SHARE (2)            PRICE (2)           FEE
----------------------------------------  ------------  ------------------   ------------------  ------------
Common Stock, par value $0.001 per share     2,340,000         $ 0.65            $ 1,521,000     $     179.02
Common Stock, par value $0.001 per share     3,640,000         $ 2.00            $ 7,280,000     $     856.86
                                             ---------         ------            -----------     ------------
TOTAL                                        5,980,000             --            $ 8,801,000     $   1,035.88
                                             =========         ======            ===========     ============
(1)   Shares of common stock of Far East Energy Corporation (the "Company"),
      $0.001 par value per share (the "Common Stock"), being registered hereby
      relate to certain stock option agreements between the Company and certain
      directors and employees at the date of grant. Pursuant to Rule 416
      promulgated under the Securities Act of 1933, as amended (the "Securities
      Act"), there are also being registered such additional shares of Common
      Stock as may become issuable pursuant to the anti-dilution provisions of
      those agreements.

(2)   The registration fee is calculated pursuant to Rule 457(h) promulgated
      under the Securities Act on the basis of the exercise prices of the
      options granted by the Company.

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

      This Registration Statement on Form S-8 covers the offer by the Company of
Common Stock issuable upon exercise of: (a) stock options granted to Michael R.
McElwrath on January 29, 2002 and on October 13, 2003 pursuant to Amended and
Restated Nonqualified Stock Option Agreements, and on December 23, 2004 pursuant
to a Nonqualified Stock Option Agreement, (b) stock options granted to Bruce N.
Huff on May 1, 2004 pursuant to an Amended and Restated Nonqualified Stock
Option Agreement and on December 23, 2004 pursuant to a Nonqualified Stock
Option Agreement, (c) stock options granted to Thomas Williams on February 24,
2004 pursuant to a Stock Option Agreement, (d) stock options granted on May 18,
2004 pursuant to a Stock Option Agreement with each of Thomas Cavanagh and
Donald Juckett, (e) stock options granted to John C. Mihm on May 24, 2004
pursuant to a Stock Option Agreement, (f) stock options granted to Randall D.
Keys on June 18, 2004 pursuant to a Stock Option Agreement, (g) stock options
granted to Nancy Williams on September 17, 2004 pursuant to a Stock Option
Agreement and on December 23, 2004 pursuant to a Nonqualified Stock Option
Agreement, (h) stock options granted to Garry Ward on February 1, 2004 pursuant
to a Stock Option Agreement and on December 23, 2004 pursuant to a Nonqualified
Stock Option Agreement, (i) stock options granted to Tun Aye Sai on January 29,
2002 pursuant to a Stock Option Agreement and on December 23, 2004 pursuant to a
Nonqualified Stock Option Agreement, and (j) stock options granted to Zhendong
'Alex' Yang on December 1, 2003 pursuant to a Stock Option Agreement. The stock
options evidenced by these agreements were granted to directors and employees of
the Company at the time of grant.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

      (b)   The Company's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2005;

      (c)   The Company's current Reports on Form 8-K dated January 4, 2005,
            January 6, 2005, January 19, 2005, January 21, 2005, February 7,
            2005, March 17, 2005, April 15, 2005, June 2, 2005 and June 28,
            2005; and

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

ITEM 4. DESCRIPTION OF SECURITIES.

        Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        None.

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

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

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

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

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

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

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

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

      in the circumstances. The determination must be made:

            (a)   By the stockholders;

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

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

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

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

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

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

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

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      None.

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

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

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

4.4            Amended and Restated Nonqualified Stock Option Agreement, dated
               December 23, 2004, by and between the Company and Michael R.
               McElwrath (filed as Exhibit 10.3 to the Company's Current Report
               on Form 8-K filed on December 28, 2004, and incorporated herein
               by reference).

4.5            Amended and Restated Nonqualified Stock Option Agreement, dated
               December 23, 2004, by and between the Company and Michael R.
               McElwrath (filed as Exhibit 10.4 to the Company's Current Report
               on Form 8-K filed on December 28, 2004, and incorporated herein
               by reference).

4.6            Amended and Restated Nonqualified Stock Option Agreement, dated
               December 23, 2004, by and between the Company and Bruce N. Huff
               (filed as Exhibit 10.5 to the Company's Current Report on Form
               8-K filed on December 28, 2004, and incorporated herein by
               reference).

4.7            Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Michael R. McElwrath (filed as
               Exhibit 10.6 to the Company's Current Report on Form 8-K filed on
               December 28, 2004, and incorporated herein by reference).

4.8            Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Bruce N. Huff (filed as Exhibit 10.7
               to the Company's Current Report on Form 8-K filed on December 28,
               2004, and incorporated herein by reference).

4.9            Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Tun Aye Sai (filed as Exhibit 10.8 to
               the Company's Current Report on Form 8-K filed on December 28,
               2004, and incorporated herein by reference).

4.10           Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Garry Ward (filed as Exhibit 10.9 to
               the Company's Current Report on Form 8-K filed on December 28,
               2004, and incorporated herein by reference).

4.11           Stock Option Agreement, dated May 18, 2004, by and between the
               Company and Thomas Cavanagh (filed as Exhibit 10.12 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.12           Stock Option Agreement, dated May 18, 2004, by and between the
               Company and Donald Juckett (filed as Exhibit 10.13 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.13           Stock Option Agreement, dated June 18, 2004, by and between the
               Company and Randall D. Keys (filed as Exhibit 10.14 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).
-4-
EXHIBIT NO     DESCRIPTION
----------     -----------------------------------------------------------------
4.14           Stock Option Agreement, dated May 24, 2004, by and between the
               Company and John C. Mihm (filed as Exhibit 10.15 to the Company's
               Annual Report on Form 10-K for the year ended December 31, 2004,
               which was filed on March 15, 2005, and incorporated herein by
               reference).

4.15           Stock Option Agreement, dated February 24, 2004, by and between
               the Company and Thomas Williams (filed as Exhibit 10.16 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.16           Stock Option Agreement, dated February 1, 2004, by and between
               the Company and Garry Ward (filed as Exhibit 10.17 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.17           Stock Option Agreement, dated January 29, 2002, by and between
               the Company and Tun Aye Sai (filed as Exhibit 10.18 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.18           Stock Option Agreement, dated December 1, 2003, by and between
               the Company and Zhendong 'Alex' Yang (filed as Exhibit 10.19 to
               the Company's Annual Report on Form 10-K for the year ended
               December 31, 2004, which was filed on March 15, 2005, and
               incorporated herein by reference).

4.19*          Stock Option Agreement, dated September 17, 2004, by and between
               the Company and Nancy I. Williams.

4.20*          Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Nancy Williams.

5.1*           Opinion of Kummer Kaempfer Bonner & Renshaw.

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

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

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

ITEM 9. UNDERTAKINGS.

(a)   The undersigned Registrant hereby undertakes:

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

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

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in aggregate, represent a
                        fundamental change in the information set forth in the
                        registration statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the

                                      -5-
estimated maximum offering range may be reflected in the
                        form of prospectus filed with the Commission pursuant to
                        Rule 424(b) if, in the aggregate, the changes in volume
                        and price represent no more than 20 percent change in
                        the maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        registration statement; and

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

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

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

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

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

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

                                      -6-
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 27th day of July,
2005.

                                                FAR EAST ENERGY CORPORATION

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

                                POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE                                TITLE                             DATE
--------------------------    -----------------------------------------------   -------------
/s/ Michael R. McElwrath      Chief Executive Officer, President and Director   July 27, 2005
--------------------------    (Principal Executive Officer)
Michael R. McElwrath

/s/ Bruce N. Huff             Chief Financial Officer                           July 27, 2005
--------------------------    (Principal Financial and Accounting Officer)
Bruce N. Huff

/s/ John C. Mihm              Chairman of the Board                             July 27, 2005
--------------------------
John C. Mihm

/s/ Thomas E. Williams        Director                                          July 27, 2005
--------------------------
Thomas E. Williams

/s/ Donald A. Juckett         Director                                          July 27, 2005
--------------------------
Donald A. Juckett

/s/ Randall D. Keys           Director                                          July 27, 2005
--------------------------
Randall D. Keys

__________________________    Director
Tim Whyte
-7-
EXHIBIT INDEX
EXHIBIT NO     DESCRIPTION
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4.1            Articles of Incorporation of the Company, as amended (filed as
               Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
               year ended December 31, 2004, which was filed on March 15, 2005,
               and incorporated herein by reference).

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

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

4.4            Amended and Restated Nonqualified Stock Option Agreement, dated
               December 23, 2004, by and between the Company and Michael R.
               McElwrath (filed as Exhibit 10.3 to the Company's Current Report
               on Form 8-K filed on December 28, 2004, and incorporated herein
               by reference).

4.5            Amended and Restated Nonqualified Stock Option Agreement, dated
               December 23, 2004, by and between the Company and Michael R.
               McElwrath (filed as Exhibit 10.4 to the Company's Current Report
               on Form 8-K filed on December 28, 2004, and incorporated herein
               by reference).

4.6            Amended and Restated Nonqualified Stock Option Agreement, dated
               December 23, 2004, by and between the Company and Bruce N. Huff
               (filed as Exhibit 10.5 to the Company's Current Report on Form
               8-K filed on December 28, 2004, and incorporated herein by
               reference).

4.7            Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Michael R. McElwrath (filed as
               Exhibit 10.6 to the Company's Current Report on Form 8-K filed on
               December 28, 2004, and incorporated herein by reference).

4.8            Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Bruce N. Huff (filed as Exhibit 10.7
               to the Company's Current Report on Form 8-K filed on December 28,
               2004, and incorporated herein by reference).

4.9            Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Tun Aye Sai (filed as Exhibit 10.8 to
               the Company's Current Report on Form 8-K filed on December 28,
               2004, and incorporated herein by reference).

4.10           Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Garry Ward (filed as Exhibit 10.9 to
               the Company's Current Report on Form 8-K filed on December 28,
               2004, and incorporated herein by reference).

4.11           Stock Option Agreement, dated May 18, 2004, by and between the
               Company and Thomas Cavanagh (filed as Exhibit 10.12 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.12           Stock Option Agreement, dated May 18, 2004, by and between the
               Company and Donald Juckett (filed as Exhibit 10.13 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.13           Stock Option Agreement, dated June 18, 2004, by and between the
               Company and Randall D. Keys (filed as Exhibit 10.14 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).
EXHIBIT NO     DESCRIPTION
----------     -----------------------------------------------------------------
4.14           Stock Option Agreement, dated May 24, 2004, by and between the
               Company and John C. Mihm (filed as Exhibit 10.15 to the Company's
               Annual Report on Form 10-K for the year ended December 31, 2004,
               which was filed on March 15, 2005, and incorporated herein by
               reference).

4.15           Stock Option Agreement, dated February 24, 2004, by and between
               the Company and Thomas Williams (filed as Exhibit 10.16 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.16           Stock Option Agreement, dated February 1, 2004, by and between
               the Company and Garry Ward (filed as Exhibit 10.17 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.17           Stock Option Agreement, dated January 29, 2002, by and between
               the Company and Tun Aye Sai (filed as Exhibit 10.18 to the
               Company's Annual Report on Form 10-K for the year ended December
               31, 2004, which was filed on March 15, 2005, and incorporated
               herein by reference).

4.18           Stock Option Agreement, dated December 1, 2003, by and between
               the Company and Zhendong 'Alex' Yang (filed as Exhibit 10.19 to
               the Company's Annual Report on Form 10-K for the year ended
               December 31, 2004, which was filed on March 15, 2005, and
               incorporated herein by reference).

4.19*          Stock Option Agreement, dated September 17, 2004, by and between
               the Company and Nancy I. Williams.

4.20*          Nonqualified Stock Option Agreement, dated December 23, 2004, by
               and between the Company and Nancy Williams.

5.1*           Opinion of Kummer Kaempfer Bonner & Renshaw.

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

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

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