<PAGE>   1





     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1997
                                                    REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                            MONTEREY RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
         <S>                                              <C>
                 DELAWARE                                 76-0511993
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                   Identification No.)
</TABLE>

                         5201 TRUXTUN AVENUE, SUITE 100
                         BAKERSFIELD, CALIFORNIA 93309
         (Address, including zip code, of Principal Executive Offices)


                            MONTEREY RESOURCES, INC.

                            SAVINGS INVESTMENT PLAN
                            (Full title of the plan)

                               TERRY L. ANDERSON
                         GENERAL COUNSEL AND SECRETARY
                            MONTEREY RESOURCES, INC.
                         5201 TRUXTUN AVENUE, SUITE 100
                         BAKERSFIELD, CALIFORNIA 93309
                                 (805) 322-3992
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                            ____________________

                                   copy to:

                               G. MICHAEL O'LEARY
                             ANDREWS & KURTH L.L.P.
                           4200 TEXAS COMMERCE TOWER
                                   600 TRAVIS
                              HOUSTON, TEXAS 77002
                                 (713) 220-4200

                            ____________________


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
                                                                                 PROPOSED
                                                                PROPOSED          MAXIMUM
                                                 AMOUNT         MAXIMUM          AGGREGATE       AMOUNT OF
                                                  TO BE      OFFERING PRICE      OFFERING       REGISTRATION
    TITLE OF SECURITIES TO BE REGISTERED       REGISTERED     PER SHARE (1)      PRICE (1)           FEE
------------------------------------------------------------------------------------------------------------
 <S>                                            <C>             <C>              <C>               <C>
 Common Stock, Par Value $.01 Per Share(2)      1,000,000       $13-3/4          $13,750,000       $4,167
============================================================================================================
</TABLE>

 (1)      Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457(h),  based upon the average of  the high and low
          prices of a share of  the Company's Common Stock for July 21, 1997
          on the New York Stock Exchange as reported in The Wall Street Journal
          on July 22, 1997.

 (2)      Includes  preferred share purchase  rights associated  with the
          Common Stock.   No separate  fee is payable in  respect of  the
          registration  of such  preferred share  purchase rights.   In
          addition, pursuant to Rule  416(c) under the Securities Act  of 1933,
          this registration statement  also covers an indeterminate amount of
          interests to be offered  or sold pursuant  to the employee benefit
          plan described herein.

================================================================================
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I of the
General Instructions to the Registration Statement on Form S-8 will be sent or
given to employees of the Registrant selected to participate in the Plan as
required by Rule 428(b)(1) promulgated under the Securities Act.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Monterey Resources, Inc. (the "Company") incorporates herein by
reference the following documents, or portions of documents, as of their
respective dates as filed with the Securities and Exchange Commission (the
"Commission"):

                 (a)      The Company's Annual Report on Form 10-K for the year
         ended December 31, 1996;

                 (b)      The Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1997;

                 (c)      The Company's Current Reports on Form 8-K dated
         June 20, 1997 and July 16, 1997; and

                 (d)      The description of the Company's common stock, par
         value $.01 per share (the "Common Stock"), contained in the Company's
         Registration Statement on Form 8-A filed with the Commission on
         October 11, 1996 pursuant to Section 12 of the Securities Exchange Act
         of 1934, as amended (the "Exchange Act").

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

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.

         The information required by Item 5 is not applicable to this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law, inter alia,
empowers a Delaware 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 (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation 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.
Similar indemnity is authorized for such persons against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the
defense or settlement of any such threatened, pending or completed action or
suit if such person 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 provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation.  Any such
indemnification may be made only as authorized in each specific case upon a
determination by the stockholders or disinterested directors or




                                     II-1
<PAGE>   3
by independent legal counsel in a written opinion that indemnification is
proper because the indemnitee has met the applicable standard of conduct.

         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, 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 otherwise have the power to indemnify him under Section 145.
The Company maintains policies insuring its officers and directors against
certain liabilities for actions taken in their capacities as officers and
directors, including liabilities under the Securities Act of 1933.

         The Company's Certificate of Incorporation and Bylaws permit the
directors and officers of the Company to be indemnified and permit the
advancement to them of expenses in connection with actual or threatened
proceedings and claims arising out of their status as such, to the fullest
extent permitted by the Delaware General Corporation Law.  The Company has
entered into indemnification agreements with each of its directors and
executive officers that provide for indemnification and expense advancement to
the fullest extent permitted under the Delaware General Corporation Law.  Such
indemnification agreements include related provisions intended to facilitate
the indemnities' receipt of such benefits, including certain provisions
applicable to constituent corporations in the event of certain mergers or
acquisitions.

         The Company's Certificate of Incorporation limits under certain
circumstances the liability of the Company's directors to the Company or its
stockholders to the fullest extent permitted by Delaware law.  Specifically,
directors of the Company will not be personally liable for monetary damages for
breach of a director's fiduciary duty as a director, except for liability (i)
for a breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law (relating to the declaration of
dividends and purchase or redemption of shares in violation of the Delaware
General Corporation Law) or (iv) for any transaction from which the director
derived an improper personal benefit.

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+              -- Amended and Restated Certificate of Incorporation (filed
                     as Exhibit 3.1 to the Company's Registration Statement on
                     Form S-1 (Reg. No. 333-12201))

4.2+              -- Amended and Restated Bylaws (filed as Exhibit 3.2
                     to the Company's Registration Statement on Form S-1
                     (Reg. No. 333-12201))

4.3+              -- Form of Certificate representing shares of Common Stock
                     (filed as Exhibit 4.1 to the Company's Registration
                     Statement on Form S-1 (Reg. No. 333-12201))

4.4+              -- Certificate of Designation of the Series A Junior
                     Participating Preferred Stock (filed as Exhibit 2 to the
                     Company's Registration Statement on Form 8-A (File 
                     No. 001-12311) filed with the Commission on July 17, 1997)

4.5+              -- Rights Agreement, dated as of July 16, 1997, between
                     the Company and First Chicago Trust Company of New
                     York as Rights Agent (filed as Exhibit 1 to the
                     Company's Registration Statement on Form 8-A (File 
                     No. 001-12311) filed with the Commission on July 17, 
                     1997)

5.1               -- Opinion of Andrews & Kurth L.L.P., as to the legality of
                     the securities being registered

23.1              -- Consent of Andrews & Kurth L.L.P. (included in the
                     opinion filed as Exhibit 5.1  to this Registration
                     Statement)

23.2              -- Consent of Price Waterhouse L.L.P.

23.3              -- Consent of Ryder Scott Company Petroleum Engineers



                                     II-2
<PAGE>   4

24.1              -- Power of Attorney (set forth on the signature page
                     contained in Part II of this Registration Statement)

99.1              -- Monterey Resources, Inc. Savings Investment Plan
_____________
+  Incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

         (a)     The undersigned registrant hereby undertakes:

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

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

                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of this 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 this
                 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 material change to such
                 information in this 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
         Securities Exchange Act of 1934 that are incorporated by reference in
         this 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 Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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





                                      II-3
<PAGE>   5
                                   SIGNATURES

       The Registrant.  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 Bakersfield, State of California, on
the 16th day of July, 1997.

                                        MONTEREY RESOURCES, INC.  
                                        (Registrant)



                                        By: /s/ R. GRAHAM WHALING
                                            ------------------------------------
                                            R. Graham Whaling
                                            Chairman and Chief Executive Officer

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Monterey Resources, Inc.  (the "Company") hereby constitutes
and appoints R. Graham Whaling and Terry L. Anderson (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 and about the premises 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 said
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 dates indicated.

<TABLE>
<CAPTION>
               SIGNATURE                                       TITLE                              DATE
               ---------                                       -----                              ----
<S>                                         <C>                                                <C>     
/s/ R. GRAHAM WHALING                       Chairman, Chief Executive                          July 16, 1997
--------------------------------------      Officer and Director (Principal Executive                        
R. Graham Whaling                           Officer)
                                                                                     
/s/ GERALD R. CARMAN                        Chief Financial Officer                            July 16, 1997
--------------------------------------      (Principal Financial and                                         
Gerald R. Carman                            Accounting Officer)
                                                                    
                                            Director                                           July   , 1997
--------------------------------------              
Craig A. Huff

/s/ MICHAEL A. MORPHY                       Director                                           July 16, 1997
--------------------------------------                                                                       
Michael A. Morphy

/s/ JAMES L. PAYNE                          Director                                           July 16, 1997
--------------------------------------                                                                       
James L. Payne

                                            Director                                           July   , 1997
--------------------------------------                                        
Robert F. Vagt

/s/ ROBERT J. WASIELEWSKIY                  Director                                           July 16, 1997
--------------------------------------                                                                       
Robert J. Wasielewskiy
</TABLE>





                                      II-4
<PAGE>   6
                                   SIGNATURES

        The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the Compensation and Benefits Committee (which administers the subject plan) has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bakersfield, State of
California, on July 16, 1997.


                            Monterey Resources, Inc. Savings Investment Plan




                            By:        /s/ MICHAEL A. MORPHY
                                -----------------------------------------------
                                           Michael A. Morphy
                                  Chairman, Compensation and Benefits Committee





                                      II-5
<PAGE>   7
                                 EXHIBIT INDEX


Exhibit
Number                                 Description
-------                                -----------
4.1+              -- Amended and Restated Certificate of Incorporation (filed
                     as Exhibit 3.1 to the Company's Registration Statement on
                     Form S-1 (Reg. No. 333-12201))

4.2+              -- Amended and Restated Bylaws (filed as Exhibit 3.2
                     to the Company's Registration Statement on Form S-1
                     (Reg. No. 333-12201))

4.3+              -- Form of Certificate representing shares of Common Stock
                     (filed as Exhibit 4.1 to the Company's Registration
                     Statement on Form S-1 (Reg. No. 333-12201))

4.4+              -- Certificate of Designation of the Series A Junior
                     Participating Preferred Stock (filed as Exhibit 2 to the
                     Company's Registration Statement on Form 8-A (File 
                     No. 001-12311) filed with the Commission on July 17, 
                     1997)

4.5+              -- Rights Agreement, dated as of July 16, 1997, between
                     the Company and First Chicago Trust Company of New
                     York as Rights Agent (filed as Exhibit 1 to the
                     Company's Registration Statement on Form 8-A (File 
                     No. 001-12311) filed with the Commission on July 17, 
                     1997)

5.1               -- Opinion of Andrews & Kurth L.L.P., as to the legality of
                     the securities being registered

23.1              -- Consent of Andrews &  Kurth L.L.P. (included in the
                     opinion filed as Exhibit 5.1 to this Registration
                     Statement)

23.2              -- Consent of Price Waterhouse L.L.P.

23.3              -- Consent of Ryder Scott Company Petroleum Engineers

24.1              -- Power of Attorney (set forth on the signature page
                     contained in Part II of this Registration Statement)

99.1              -- Monterey Resources, Inc. Savings Investment Plan
_____________
+  Incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "MONTEREY RESOURCES, INC. (SAVINGS INVESTMENT PLAN)", "secsgml_size_bytes": 24882}]
{"company-data": {"conformed-name": "MONTEREY RESOURCES INC", "cik": "0001022664", "assigned-sic": "1311", "irs-number": "760511993", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31975", "film-number": "97644692"}, "business-address": {"street1": "5201 TRUXTUN AVE", "street2": "STE 100", "city": "BAKERSFIELD", "state": "CA", "zip": "93309", "phone": "8053223992"}, "mail-address": {"street1": "5201 TRUXTUN AVE SUITE 100", "street2": "5201 TRUXTUN AVE SUITE 100", "city": "BAKERSFIELD", "state": "CA", "zip": "93309"}}
1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1997
                                                    REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            MONTEREY RESOURCES, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                 76-0511993
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                   Identification No.)
5201 TRUXTUN AVENUE, SUITE 100
                         BAKERSFIELD, CALIFORNIA 93309
         (Address, including zip code, of Principal Executive Offices)

                            MONTEREY RESOURCES, INC.

                            SAVINGS INVESTMENT PLAN
                            (Full title of the plan)

                               TERRY L. ANDERSON
                         GENERAL COUNSEL AND SECRETARY
                            MONTEREY RESOURCES, INC.
                         5201 TRUXTUN AVENUE, SUITE 100
                         BAKERSFIELD, CALIFORNIA 93309
                                 (805) 322-3992
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                            ____________________

                                   copy to:

                               G. MICHAEL O'LEARY
                             ANDREWS & KURTH L.L.P.
                           4200 TEXAS COMMERCE TOWER
                                   600 TRAVIS
                              HOUSTON, TEXAS 77002
                                 (713) 220-4200

                            ____________________

                        CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                                                 PROPOSED
                                                                PROPOSED          MAXIMUM
                                                 AMOUNT         MAXIMUM          AGGREGATE       AMOUNT OF
                                                  TO BE      OFFERING PRICE      OFFERING       REGISTRATION
    TITLE OF SECURITIES TO BE REGISTERED       REGISTERED     PER SHARE (1)      PRICE (1)           FEE
------------------------------------------------------------------------------------------------------------
Common Stock, Par Value $.01 Per Share(2)      1,000,000       $13-3/4          $13,750,000       $4,167
============================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457(h),  based upon the average of  the high and low
          prices of a share of  the Company's Common Stock for July 21, 1997
          on the New York Stock Exchange as reported in The Wall Street Journal
          on July 22, 1997.

 (2)      Includes  preferred share purchase  rights associated  with the
          Common Stock.   No separate  fee is payable in  respect of  the
          registration  of such  preferred share  purchase rights.   In
          addition, pursuant to Rule  416(c) under the Securities Act  of 1933,
          this registration statement  also covers an indeterminate amount of
          interests to be offered  or sold pursuant  to the employee benefit
          plan described herein.

================================================================================
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I of the
General Instructions to the Registration Statement on Form S-8 will be sent or
given to employees of the Registrant selected to participate in the Plan as
required by Rule 428(b)(1) promulgated under the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Monterey Resources, Inc. (the "Company") incorporates herein by
reference the following documents, or portions of documents, as of their
respective dates as filed with the Securities and Exchange Commission (the
"Commission"):

                 (a)      The Company's Annual Report on Form 10-K for the year
         ended December 31, 1996;

                 (b)      The Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1997;

                 (c)      The Company's Current Reports on Form 8-K dated
         June 20, 1997 and July 16, 1997; and

                 (d)      The description of the Company's common stock, par
         value $.01 per share (the "Common Stock"), contained in the Company's
         Registration Statement on Form 8-A filed with the Commission on
         October 11, 1996 pursuant to Section 12 of the Securities Exchange Act
         of 1934, as amended (the "Exchange Act").

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

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.

         The information required by Item 5 is not applicable to this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law, inter alia,
empowers a Delaware 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 (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation 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.
Similar indemnity is authorized for such persons against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the
defense or settlement of any such threatened, pending or completed action or
suit if such person 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 provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation.  Any such
indemnification may be made only as authorized in each specific case upon a
determination by the stockholders or disinterested directors or

                                     II-1
3
by independent legal counsel in a written opinion that indemnification is
proper because the indemnitee has met the applicable standard of conduct.

         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, 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 otherwise have the power to indemnify him under Section 145.
The Company maintains policies insuring its officers and directors against
certain liabilities for actions taken in their capacities as officers and
directors, including liabilities under the Securities Act of 1933.

         The Company's Certificate of Incorporation and Bylaws permit the
directors and officers of the Company to be indemnified and permit the
advancement to them of expenses in connection with actual or threatened
proceedings and claims arising out of their status as such, to the fullest
extent permitted by the Delaware General Corporation Law.  The Company has
entered into indemnification agreements with each of its directors and
executive officers that provide for indemnification and expense advancement to
the fullest extent permitted under the Delaware General Corporation Law.  Such
indemnification agreements include related provisions intended to facilitate
the indemnities' receipt of such benefits, including certain provisions
applicable to constituent corporations in the event of certain mergers or
acquisitions.

         The Company's Certificate of Incorporation limits under certain
circumstances the liability of the Company's directors to the Company or its
stockholders to the fullest extent permitted by Delaware law.  Specifically,
directors of the Company will not be personally liable for monetary damages for
breach of a director's fiduciary duty as a director, except for liability (i)
for a breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law (relating to the declaration of
dividends and purchase or redemption of shares in violation of the Delaware
General Corporation Law) or (iv) for any transaction from which the director
derived an improper personal benefit.

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+              -- Amended and Restated Certificate of Incorporation (filed
                     as Exhibit 3.1 to the Company's Registration Statement on
                     Form S-1 (Reg. No. 333-12201))

4.2+              -- Amended and Restated Bylaws (filed as Exhibit 3.2
                     to the Company's Registration Statement on Form S-1
                     (Reg. No. 333-12201))

4.3+              -- Form of Certificate representing shares of Common Stock
                     (filed as Exhibit 4.1 to the Company's Registration
                     Statement on Form S-1 (Reg. No. 333-12201))

4.4+              -- Certificate of Designation of the Series A Junior
                     Participating Preferred Stock (filed as Exhibit 2 to the
                     Company's Registration Statement on Form 8-A (File 
                     No. 001-12311) filed with the Commission on July 17, 1997)

4.5+              -- Rights Agreement, dated as of July 16, 1997, between
                     the Company and First Chicago Trust Company of New
                     York as Rights Agent (filed as Exhibit 1 to the
                     Company's Registration Statement on Form 8-A (File 
                     No. 001-12311) filed with the Commission on July 17, 
                     1997)

5.1               -- Opinion of Andrews & Kurth L.L.P., as to the legality of
                     the securities being registered

23.1              -- Consent of Andrews & Kurth L.L.P. (included in the
                     opinion filed as Exhibit 5.1  to this Registration
                     Statement)

23.2              -- Consent of Price Waterhouse L.L.P.

23.3              -- Consent of Ryder Scott Company Petroleum Engineers

                                     II-2
4

24.1              -- Power of Attorney (set forth on the signature page
                     contained in Part II of this Registration Statement)

99.1              -- Monterey Resources, Inc. Savings Investment Plan
_____________
+  Incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

         (a)     The undersigned registrant hereby undertakes:

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

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

                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of this 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 this
                 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 material change to such
                 information in this 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
         Securities Exchange Act of 1934 that are incorporated by reference in
         this 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 Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                      II-3
5
                                   SIGNATURES

       The Registrant.  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 Bakersfield, State of California, on
the 16th day of July, 1997.

                                        MONTEREY RESOURCES, INC.  
                                        (Registrant)

                                        By: /s/ R. GRAHAM WHALING
                                            ------------------------------------
                                            R. Graham Whaling
                                            Chairman and Chief Executive Officer

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Monterey Resources, Inc.  (the "Company") hereby constitutes
and appoints R. Graham Whaling and Terry L. Anderson (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 and about the premises 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 said
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 dates indicated.
SIGNATURE                                       TITLE                              DATE
               ---------                                       -----                              ----
/s/ R. GRAHAM WHALING                       Chairman, Chief Executive                          July 16, 1997
--------------------------------------      Officer and Director (Principal Executive                        
R. Graham Whaling                           Officer)
                                                                                     
/s/ GERALD R. CARMAN                        Chief Financial Officer                            July 16, 1997
--------------------------------------      (Principal Financial and                                         
Gerald R. Carman                            Accounting Officer)
                                                                    
                                            Director                                           July   , 1997
--------------------------------------              
Craig A. Huff

/s/ MICHAEL A. MORPHY                       Director                                           July 16, 1997
--------------------------------------                                                                       
Michael A. Morphy

/s/ JAMES L. PAYNE                          Director                                           July 16, 1997
--------------------------------------                                                                       
James L. Payne

                                            Director                                           July   , 1997
--------------------------------------                                        
Robert F. Vagt

/s/ ROBERT J. WASIELEWSKIY                  Director                                           July 16, 1997
--------------------------------------                                                                       
Robert J. Wasielewskiy
II-4
6
                                   SIGNATURES

        The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the Compensation and Benefits Committee (which administers the subject plan) has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bakersfield, State of
California, on July 16, 1997.

                            Monterey Resources, Inc. Savings Investment Plan

                            By:        /s/ MICHAEL A. MORPHY
                                -----------------------------------------------
                                           Michael A. Morphy
                                  Chairman, Compensation and Benefits Committee

                                      II-5
7
                                 EXHIBIT INDEX

Exhibit
Number                                 Description
-------                                -----------
4.1+              -- Amended and Restated Certificate of Incorporation (filed
                     as Exhibit 3.1 to the Company's Registration Statement on
                     Form S-1 (Reg. No. 333-12201))

4.2+              -- Amended and Restated Bylaws (filed as Exhibit 3.2
                     to the Company's Registration Statement on Form S-1
                     (Reg. No. 333-12201))

4.3+              -- Form of Certificate representing shares of Common Stock
                     (filed as Exhibit 4.1 to the Company's Registration
                     Statement on Form S-1 (Reg. No. 333-12201))

4.4+              -- Certificate of Designation of the Series A Junior
                     Participating Preferred Stock (filed as Exhibit 2 to the
                     Company's Registration Statement on Form 8-A (File 
                     No. 001-12311) filed with the Commission on July 17, 
                     1997)

4.5+              -- Rights Agreement, dated as of July 16, 1997, between
                     the Company and First Chicago Trust Company of New
                     York as Rights Agent (filed as Exhibit 1 to the
                     Company's Registration Statement on Form 8-A (File 
                     No. 001-12311) filed with the Commission on July 17, 
                     1997)

5.1               -- Opinion of Andrews & Kurth L.L.P., as to the legality of
                     the securities being registered

23.1              -- Consent of Andrews &  Kurth L.L.P. (included in the
                     opinion filed as Exhibit 5.1 to this Registration
                     Statement)

23.2              -- Consent of Price Waterhouse L.L.P.

23.3              -- Consent of Ryder Scott Company Petroleum Engineers

24.1              -- Power of Attorney (set forth on the signature page
                     contained in Part II of this Registration Statement)

99.1              -- Monterey Resources, Inc. Savings Investment Plan
_____________
+  Incorporated herein by reference.