<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 2004
================================================================================

                          REGISTRATION NO. 333-________
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       ENDEAVOUR INTERNATIONAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             Nevada                                       88-0448389
 (State or Other jurisdiction of            (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                  1001 FANNIN, SUITE 1700, HOUSTON, TEXAS 77002
                    (Address of Principal Executive Offices)

ENDEAVOUR INTERNATIONAL CORPORATION (F/K/A CONTINENTAL SOUTHERN RESOURCES, INC.)
         2004 INCENTIVE PLAN NON-PLAN RESTRICTED STOCK AWARD AGREEMENTS
                            (Full Title of the Plans)

                                  H. DON TEAGUE
                            EXECUTIVE VICE PRESIDENT
                       ENDEAVOUR INTERNATIONAL CORPORATION
                             1001 FANNIN, SUITE 1700
                              HOUSTON, TEXAS 77002
                                 (713) 307-8700
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   COPIES TO:
                                  CHRIS FERAZZI
                             PORTER & HEDGES, L.L.P.
                         700 LOUISIANA, SUITE 77002-2764
                                 (713) 226-0600

<TABLE>
<CAPTION>
                                      CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
                                                               PROPOSED
                                                                MAXIMUM         PROPOSED
                                                AMOUNT         OFFERING         MAXIMUM          AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE          TO BE         PRICE PER        AGGREGATE       REGISTRATION
REGISTERED                                   REGISTERED(1)       SHARE       OFFERING PRICE         FEE
----------------------------------------     -------------     ---------     --------------     ------------
<S>                                          <C>               <C>           <C>                <C>
Common Stock, par value $0.001 per share      6,628,750         $3.34(2)     $22,140,025(2)       $2,805.14
Common Stock, par value $0.001 per share      1,857,500(3)      $2.00(3)      $3,715,000(3)         $470.69
Common Stock, par value $0.001 per share         20,000(3)      $3.78(3)         $75,600(3)           $9.58
Common Stock, par value $0.001 per share         25,000(3)      $3.15(3)         $78,750(3)           $9.98
                                             =============     =========     ==============     ===========
Total                                         8,531,250           N/A        $26,009,375             $3,296
</TABLE>

(1) Pursuant to Rule 416 under the Securities Act of 1933, the number of shares
registered hereby shall also be deemed to include such indeterminate number of
additional shares of common stock that may be issued or have been issued upon
exercise of the options solely as a result of provisions to prevent dilution
resulting from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) and (h) under the Securities Act
of 1933 based on the average of the high and low sale prices for the common
stock on the American Stock Exchange on October 5, 2004.

(3) These shares represent shares of common stock issuable upon exercise of
certain outstanding options of the Registrant held by certain selling
stockholders and, pursuant to rule 457(h), the proposed maximum offering price
and the proposed maximum aggregate offering price are estimated on the basis of
the per share exercise price of each of such options solely for purposes of
calculating the registration fee.

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

<PAGE>
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.

PROSPECTUS

                        8,531,250 SHARES OF COMMON STOCK

                       ENDEAVOUR INTERNATIONAL CORPORATION

                   (ENDEAVOUR INTERNATIONAL CORPORATION LOGO)

This prospectus relates to the offer and sale from time to time of up to
8,531,250 shares (the "Shares") of our common stock by the selling stockholders
named in this prospectus. The Shares include 836,875 shares of our restricted
common stock granted under the Endeavour International Corporation (f/k/a
Continental Southern Resources, Inc.) 2004 Incentive Plan (the "Plan"), 28,051
shares of common stock issued to our non-employee directors under the Plan in
lieu of compensation for services as a director, 1,760,000 shares of our common
stock underlying stock options granted under the Plan, 2,331,250 shares of our
restricted common stock issued pursuant to certain non-plan restricted stock
award agreements, and 3,575,074 shares of our common stock that may subsequently
be issued to our affiliates pursuant to future grants under the Plan. The
selling stockholders may offer the shares from time to time through public or
private transactions at prevailing market prices, at prices related to
prevailing market prices or at other negotiated prices. A selling stockholder
may sell none, some or all of the shares offered by this prospectus. We cannot
predict when or in what amounts a selling stockholder may sell any of the shares
offered by this prospectus. We will not receive any of the proceeds from the
sale of shares by the selling stockholders.

Our common stock is traded on the American Stock Exchange under the symbol
"END." On October 5, 2004, the closing price for our common stock was $3.38.

INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS THAT ARE DESCRIBED IN
THE "RISK FACTORS" SECTION BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is October 6, 2004.

<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                    Number
                                                                                                    ------
<S>                                                                                                 <C>
The Company..............................................................................................1
Preliminary Note and Cautionary Statement Regarding Forward-Looking Statements...........................2
Where You Can Find More Information......................................................................3
Incorporation of Certain Documents by Reference..........................................................3
Risk Factors.............................................................................................4
Use of Proceeds.........................................................................................13
The Selling Stockholders................................................................................13
Plan of Distribution....................................................................................17
Legal Matters...........................................................................................20
Experts.................................................................................................20
</TABLE>

<PAGE>
                                   THE COMPANY

The Company is an oil and gas exploration company whose principal activities are
in the North Sea, primarily in the United Kingdom but also including Norway and
the Netherlands.

On February 26, 2004, we completed a series of mutually interdependent
transactions that transformed the nature and scope of our business. Prior to
that time, we had no technical exploration and production staff and had no
involvement with the North Sea. As of February 26, 2004, we installed an
entirely new management team, and built a staff of experienced geologists and
geophysicists to develop opportunities utilizing a significant seismic data base
in the North Sea. At the same time, we implemented a strategy to divest our
interests in United States oil and gas properties, and this strategy has now
been carried out with the sale of all such interests. Since February 2004, our
principal focus has been pursuing opportunities in the North Sea.

During the second quarter of 2004, we participated in the 22nd licensing round
in the United Kingdom in a significant manner. Acting alone and with others, we
submitted eight applications covering 21 blocks. Four of these applications were
promote applications and four were traditional applications. In September 2004,
the UK Department of Trade and Industry awarded our subsidiary, Endeavour Energy
UK Limited, nine production licenses covering 18 blocks in the 22nd licensing
round. Endeavour Energy will serve as operator of five production licenses
located in the Central North Sea in the following blocks with the respective
percentage equity ownership indicated parenthetically below:

   o  Blocks 21/11c and 20/15b (100% equity);
   o  Block 21/20c (100% equity);
   o  Block 22/24e (60% equity);
   o  Block 30/23b (60% equity); and
   o  Blocks 31/26b and 39/1b (60% equity).

Endeavour Energy was also awarded a non-operated 47.5% equity interest in Blocks
23/16e and 23/17b in the Central North Sea. Other non-operated licenses and
interests awarded include the following in the South Gas Basin of the North Sea:

   o  Blocks 42/10 and 42/15 (50% equity);
   o  Blocks 43/22, 43/23, 43/27b, 43/28 and 43/29 (25% equity); and
   o  Blocks 44/21c and 44/25b (25% equity).

These nine production licenses cover more than a half million acres, or
approximately 2,160 square kilometers. Of these production licenses, four
licenses covering eight blocks were granted under traditional terms that require
Endeavour Energy to fulfill a work program within four years from the date of
the award. The remaining five licenses covering 10 blocks are under "promote"
terms that require Endeavour Energy to pay reduced license fees for a two-year
period as exploratory evaluations are conducted.


                                       1
<PAGE>
We are also considering other opportunities in the United Kingdom sector of the
North Sea, including possible farm-ins to existing licenses. In addition, in
September 2004, we were pre-qualified as a licensee on the Norwegian Continental
Shelf by the Ministry of Petroleum and Energy in Norway. This qualification
process evaluates the competency of a company from a financial, technical and
organizational perspective to participate in exploration and production
activities on the Norwegian Continental Shelf. Our qualification makes us one of
approximately 20 active companies qualified as an operator or licensee in Norway
as of the date of this prospectus.

Through a limited liability company in which we hold an interest, we have an
interest in the Phu Horm Gas Field Project, an onshore gas discovery in northern
Thailand. In May 2004, the Phu Horm Project was approved as a Production Area by
the Thailand Department of Mineral Fuels. Drilling of two additional appraisal
wells commenced during the second quarter of 2004, which are expected to be
completed in the fall of 2004. Engineering, design and permitting for the gas
production facilities for the project are continuing at this time. A gas sales
agreement is in place to provide gas to the existing Nam Phuong power plant.
First gas sales are expected to commence from the Phu Horm Project in early
2006. In addition, we have interests in two exploration licenses in proximity to
the Phu Horm Project which have certain work commitments and obligations.

As used in the Prospectus, unless the context otherwise requires, references to
the "Company", "Endeavour", "we", "us" or "our" mean Endeavour International
Corporation, its subsidiaries and its interests in other entities. Our common
stock is traded on the American Stock Exchange under the symbol "END." Our
principal executive offices are located at 1001 Fannin Street, Suite 1700,
Houston, Texas 77002 and our telephone number is 713-307-8772. Our website is
www.endeavourcorp.com.


               PRELIMINARY NOTE AND CAUTIONARY STATEMENT REGARDING
                           FORWARD-LOOKING STATEMENTS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THE
SELLING STOCKHOLDERS ARE OFFERING TO SELL AND SEEKING OFFERS TO BUY SHARES OF
OUR COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS
PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE
OF OUR COMMON STOCK.

This prospectus and our documents filed with the Securities and Exchange
Commission and incorporated by reference in this prospectus include or may
contain certain forward-looking statements. The words "may," "will," "expect,"
"anticipate," "believe," "continue," "estimate," "project," "intend," and
similar expressions used in this Report are intended to identify forward-looking
statements within the meaning of Section 27A of


                                       2
<PAGE>
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. You should not place undue reliance on these forward-looking statements,
which speak only as of the date made. We undertake no obligation to publicly
release the result of any revision of these forward-looking statements to
reflect events or circumstances after the date they are made or to reflect the
occurrence of unanticipated events. You should also know that such statements
are not guarantees of future performance and are subject to risks, uncertainties
and assumptions. We have included important factors in the cautionary statements
included or incorporated in this prospectus, particularly under the caption
"Risk Factors" below that we believe could cause actual results or events to
differ materially from the forward-looking statements we make. Our
forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint venture or investments we may make.


                       WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information requirements of the Securities Exchange Act of
1934, and in accordance therewith file reports, proxy statements and other
information with the Securities and Exchange Commission. These reports, proxy
statements and other information can be inspected and copied at the Commission's
Public Reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. In addition, the Commission maintains
an Internet site at http://www.sec.gov that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Commission. Endeavour maintains an Internet site at
http://endeavourcorp.com.

We have filed a registration statement with the Commission on Form S-8
(including any amendments thereto, known as the registration statement) under
the Securities Act of 1933 with respect to the shares of common stock offered by
the selling stockholders hereby. This prospectus does not contain all of the
information set forth in the registration statement and the exhibits and
schedules thereto. You may refer to the registration statement and the exhibits
and schedules thereto for more information about our common stock and us.
Statements made in this prospectus regarding the contents of any contract or
document filed as an exhibit to the registration statement are not necessarily
complete and, in each instance, reference is herby made to the copy of such
contract or document so filed. Each such statement is qualified in its entirety
by such reference.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been previously filed by us with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
are incorporated herein by reference:


                                       3
<PAGE>
   1) Our annual report on Form 10-KSB for the fiscal year ended December 31,
      2003 (File No. 000-33439).
   2) Our quarterly reports on Form 10-Q for the quarters ended March 31, 2004
      (File No. 000-33439) and June 30, 2004 (File No. 001-32212).
   3) Our current reports on Form 8-K filed on February 27, 2004, March 1, 2004,
      May 4, 2004 (each, File No. 000-33439), July 12, 2004, August 25, 2004,
      September 14, 2004, September 21, 2004 (each, File No. 001-32212) and Form
      8-K/A filed on April 2, 2004 (File No. 000-33439). Our Form 8-K filed July
      12, 2004 contains restated audited financial statements for the years
      ended December 31, 2003 and 2002 and the period from January 13, 2000
      (Inception) through December 31, 2003 to reflect the adoption of the full
      cost method of accounting for oil and gas properties.
   4) The description of our common stock contained in our registration
      statement on Form 8-A filed on June 10, 2004, as amended by our amended
      registration statement on Form 8-A/A-1 filed on August 11, 2004 (File No.
      001-32212), and including any other amendments or reports filed for the
      purpose of updating such description.

All documents filed by us with the Securities and Exchange Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(excluding information in the documents that is deemed not to be filed)
subsequent to the date of this prospectus and prior to the completion or
termination of this offering, shall be deemed to be incorporated by reference
into this prospectus and to be a part hereof from the date of filing of each
such document. Any statement contained herein, or in a document incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.

This prospectus incorporates documents by reference that are not delivered
herewith. Copies of these documents, other than the exhibits thereto (unless
such exhibits are specifically incorporated by reference in such documents), are
available upon written or oral request, at no charge, from us. Requests for such
copies should be directed to H. Don Teague, Executive Vice President,
Administration & General Counsel, at 1001 Fannin, Suite 1700, Houston, Texas
77002, or at (713) 307-8700.


                                  RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
consider carefully the risks and uncertainties described below and the other
information in this prospectus, including our financial statements and related
notes, before deciding to invest in our common stock. If any of the following
risks or uncertainties actually occurs, our


                                       4
<PAGE>
business, financial condition and operating results would likely suffer. In that
event, the market price of the offered securities could decline and you could
lose all or part of the money you paid to buy our common stock.

WE HAVE HAD OPERATING LOSSES AND LIMITED REVENUES TO DATE AND DO NOT EXPECT TO
BE PROFITABLE IN THE FORESEEABLE FUTURE.

We have been operating at a loss each year since our inception, and we expect to
continue to incur substantial losses for the foreseeable future. Net loss
applicable to common stockholders for the six months ended June 30, 2004 and the
years ended December 31, 2003 and 2002 was $15 million, $41 million and $5
million, respectively. We also have had limited revenues to date. Revenues for
the six months ended June 30, 2004 and the years ended December 31, 2003 and
2002 were $8,000, $27,000 and $16,000, respectively. Further, we may not be able
to generate significant revenues in the future. In addition, we expect to incur
substantial expenditures in connection with our oil and gas exploration
activities. As a result, we expect to continue to experience negative cash flow
for the foreseeable future and cannot predict when, or if, we might become
profitable.

IF WE ARE UNABLE TO GENERATE ADDITIONAL FINANCING, WE WILL NOT BE ABLE TO
ADEQUATELY FUND OUR EXISTING DEVELOPMENT AND EXPLORATION PROJECTS, ACQUIRE
ADDITIONAL OIL AND GAS INTERESTS, OR MAINTAIN OUR RIGHTS IN SUCH PROJECTS.

We may not have an adequate amount of financial resources to adequately fund our
development and exploration projects on a long-term basis. Since we currently
are not a majority owner or operator of any of our projects, we cannot control
the timing or amount of expenditures associated with a particular project. In
the past, we have relied on the sale of our debt and equity securities to fund
the acquisition, exploration and development of our petroleum properties. To
continue funding these projects and to have the ability to fund additional
projects, we will need to raise additional capital. We cannot assure you that
additional funding will be available to us for exploration and development of
our projects or to fulfill our obligations under any agreements. We also cannot
assure you that we will be able to generate sufficient operating cash flow or
obtain adequate financing in the future or that the terms of any such financing
will be favorable. Failure to generate such additional operating cash flow or
obtain such additional financing could result in delay, postponement or
cancellation of further exploration and development of our projects or the loss
of our interest in such properties.


                                       5
<PAGE>
ACQUIRING INTERESTS IN PROPERTIES FOR OIL AND NATURAL GAS EXPLORATION IS
SPECULATIVE IN NATURE AND MAY NOT EVER RESULT IN OPERATING REVENUES OR PROFITS.

We cannot assure you that we will discover oil and gas in commercial quantities
in any of our current properties or properties we acquire in the future. Our
success depends upon our ability to acquire working and revenue interests in
properties upon which gas and oil reserves are ultimately discovered. We expect
to ultimately derive the cash flow necessary to fund our operations from the oil
and gas produced from our producing properties and/or the sale of our
properties. As of the date hereof, none of our properties has generated
significant operating revenues.

WE CANNOT ASSURE YOU THAT WE WILL BE ABLE TO ACQUIRE LICENSE INTERESTS ON TERMS
THAT WILL PERMIT US TO SUCCESSFULLY EXPLOIT THE NORTH SEA SEISMIC DATA.

One of our primary assets is a state-of-the-art 3D seismic database in the UK
and Norwegian sectors of the North Sea. We do not own any licenses or other
interests in any of the properties to which the seismic data relates. In order
to exploit the potential of such data, we will have to acquire interests in such
properties. We cannot assure you that we will be able to acquire such rights, if
at all, on economic terms that will permit us to realize earnings.

IN THE EVENT WE ARE UNABLE TO IDENTIFY ADDITIONAL GAS AND OIL PROSPECTS IN WHICH
WE CAN ACQUIRE AN INTEREST AT AN AFFORDABLE PRICE, WE MAY NOT BE ABLE TO SUSTAIN
OUR GROWTH RATE AND ABILITY TO SPREAD RISK.

One element of our strategy is to continue to grow and spread risk through
selected acquisitions of licenses or other ownership interests in gas and oil
prospects. If we are unable to execute this aspect of our strategy in a timely
manner, we may not be able to manage our risks and our operations may be
adversely affected. We cannot assure you that:

   o  we will be able to identify desirable gas and oil prospects and acquire
      licenses or other ownership interests in such prospects at a desirable
      price;
   o  any of our currently planned or future acquisitions of ownership interests
      in gas and oil prospects will include prospects that may result in the
      discovery of proven gas or oil reserves;
   o  we will have the ability to develop such discoveries which contain proven
      gas or oil reserves to the point of commercial production;
   o  we will have the financial ability to consummate additional acquisitions
      of ownership interests in gas and oil prospects or to develop the
      prospects which we acquire to the point of production; or


                                       6
<PAGE>
   o  that we will be able to consummate such additional acquisitions on terms
      favorable to us.

MARKET FLUCTUATIONS IN THE PRICES OF OIL AND GAS COULD ADVERSELY AFFECT THE
PRICE AT WHICH WE CAN SELL GAS OR OIL DISCOVERED ON OUR LICENSED PROPERTIES.

Market fluctuations in the prices of oil and gas can adversely affect the price
that we can sell gas and oil discovered on our licensed properties. In recent
decades, there have been periods of both worldwide over-production and
underproduction of hydrocarbons and periods of both increased and relaxed energy
conservation efforts. These conditions have resulted in periods of excess supply
and/or reduced demand for crude oil and for natural gas. These periods have been
followed by periods of short supply and/or increased demand for crude oil and
natural gas. The excess or short supply of natural gas and crude oil has placed
pressures on prices and has resulted in dramatic price fluctuations, even during
relatively short periods of seasonal market demand. We cannot predict with any
degree of certainty future oil and natural gas prices. Changes in oil and
natural gas prices may significantly affect our revenues, operating results and
profitability and the value of oil and gas reserves. We do not currently engage
in any hedging program to mitigate our exposure to fluctuation in oil and gas
prices.

LOWER OIL AND NATURAL GAS PRICES MAY CAUSE US TO RECORD CEILING TEST
IMPAIRMENTS.

We use the full cost method of accounting for oil and gas operations.
Accordingly, we capitalize the cost to acquire, explore and develop oil and
natural gas properties. Under the full cost method, all acquisition, exploration
and development costs, including certain directly related employee costs and a
portion of interest expense, incurred for the purpose of finding oil and gas are
capitalized. Where proved reserves are established, capitalized costs are
limited on a country-by-country basis (the ceiling test). The ceiling test is
calculated as the sum of the present value of future net cash flows related to
estimated production of proved reserves, using end-of-the-current-period prices,
discounted at 10%, plus the lower of cost or estimated fair value of unproved
properties, all net of expected income tax effects. Under the ceiling test, if
the capitalized cost of a full cost pool exceeds the ceiling limitation, the
excess is charged as an impairment expense. This charge does not impact cash
flow from operating activities, but does reduce our stockholders' equity. The
risk that we will be required to impair the carrying value of oil and natural
gas properties increases when oil and natural gas prices are low or volatile. In
addition, impairments may occur if we experience substantial downward
adjustments to estimated proved reserves.


                                       7
<PAGE>
THE OIL AND GAS EXPLORATION INDUSTRY IS EXTREMELY COMPETITIVE, WHICH MAY
ADVERSELY AFFECT OUR PROFITABILITY.

The oil and gas industry is intensely competitive and we compete with other
companies that have longer operating histories and greater financial and other
resources than we do. Many of these companies not only explore for and produce
crude oil and natural gas but also carry on refining operations and market
petroleum and other products on a worldwide basis. These competitors can sustain
longer periods of reduced prices of gas and oil and may also be in a better
position to outbid us to purchase particular interests in oil and gas
properties.

OUR ABILITY TO PRODUCE SUFFICIENT QUANTITIES OF OIL AND GAS FROM OUR PROPERTIES
MAY BE ADVERSELY AFFECTED BY A NUMBER OF FACTORS OUTSIDE OF OUR CONTROL. IF WE
ARE UNABLE TO PRODUCE OIL AND/OR GAS FROM OUR PROPERTIES IN COMMERCIAL
QUANTITIES, OUR OPERATIONS WILL BE SEVERELY AFFECTED.

Our business of exploring for and producing oil and gas involves a substantial
risk of investment loss. Drilling oil and gas wells involves the risk that the
wells may be unproductive or that the wells, although productive, do not produce
oil and/or gas in economic quantities. Other hazards, such as unusual or
unexpected geological formations, pressures, fires, blowouts, loss of
circulation of drilling fluids, or other conditions may substantially delay or
prevent completion of any well. This could result in a total loss of our
investment in a particular property. Adverse weather conditions can also hinder
operations. A productive well may become uneconomic if water or other
deleterious substances are encountered which impair or prevent the production or
marketing of oil and/or gas from the well. As with any petroleum property, there
can be no assurance that oil and gas will be produced from the properties in
which we have interests. In addition, the marketability of oil and gas which may
be acquired or discovered is affected by numerous factors beyond our control.
These factors include the proximity and capacity of oil and gas pipelines and
processing equipment, market fluctuations of prices, taxes, royalties, allowable
production and environmental protection. We cannot predict how these factors
will adversely affect our business.

WE INTEND TO OPERATE IN FOREIGN COUNTRIES AND WILL BE SUBJECT TO POLITICAL,
ECONOMIC AND OTHER UNCERTAINTIES.

Through our subsidiary PHT Partners, L.P. we currently have interests in the
Kingdom of Thailand. We also intend to commence significant operations in the
North Sea and we may expand international operations to other countries or
regions in the future. International operations are subject to political,
economic and other uncertainties, including:


                                       8
<PAGE>
   o  the risk of war, acts of terrorism, revolution, border disputes,
      expropriation, renegotiation or modification of existing contracts,
      import, export and transportation regulations and tariffs;

   o  taxation policies, including royalty and tax increases and retroactive tax
      claims;

   o  exchange controls, currency fluctuations and other uncertainties arising
      out of foreign government sovereignty over our international operations;

   o  laws and policies of the United States affecting foreign trade, taxation
      and investment; and

   o  the possibility of having to be subject to the exclusive jurisdiction of
      foreign courts in connection with legal disputes and the possible
      inability to subject foreign persons to the jurisdiction of courts in the
      United States.

Foreign countries have occasionally asserted rights to land, including oil and
gas properties, through border disputes. If a country claims superior rights to
oil and gas leases or concessions granted to us by another country, our
interests could be lost or decreased in value. Various regions of the world have
a history of political and economic instability. This instability could result
in new governments or the adoption of new policies that might assume a
substantially more hostile attitude toward foreign investment. In an extreme
case, such a change could result in termination of contract rights and
expropriation of foreign-owned assets. This could adversely affect our
interests. We will seek to manage these risks by, among other things,
concentrating international exploration efforts in areas where the Company
believes that the existing government is favorably disposed towards United
States exploration and production companies.

IF THE OPERATOR OF A PROSPECT IN WHICH WE PARTICIPATE DOES NOT MAINTAIN OR FAILS
TO OBTAIN ADEQUATE INSURANCE, OUR INTEREST IN SUCH PROSPECT COULD BE MATERIALLY
AND ADVERSELY AFFECTED.

Oil and gas operations are subject to particular hazards incident to the
drilling and production of oil and gas, such as blowouts, cratering, explosions,
uncontrollable flows of oil, gas or well fluids, fires and pollution and other
environmental risks. These hazards can cause personal injury and loss of life,
severe damage and destruction of property and equipment, pollution or
environmental damage and suspension of operations.

We are not currently an operator of oil and gas properties. In the projects in
which we own a non-operating interest directly or own an equity interest in a
limited partnership which in turn owns a non-operating interest, the operator
for the prospect maintains insurance of various types to cover our operations
with policy limits and retention liability customary in the industry. We believe
the coverage and types of insurance are adequate. The occurrence of a
significant adverse event that is not fully covered by insurance could result in
the loss of our total investment in a particular prospect which could have a
material adverse effect on our financial condition and results of operations.


                                       9
<PAGE>
THE COST OF DECOMMISSIONING IS UNCERTAIN.

As a result of our business strategy, we may incur obligations to decommission
certain structures in the North Sea. To date there is little experience of
removing oil and gas structures in the North Sea. Fewer than 10% of the 400
structures put in place have been removed and these were small steel structures
and sub sea installations in the shallower waters of the Southern North Sea.
Certain groups have been set up to study issues relating to decommissioning and
how the costs will be borne. Because the experience is limited, it is difficult
to predict the costs of any future decommissions for which we might become
obligated.

OUR FAILURE TO COMPLY WITH ENVIRONMENTAL REGULATIONS COULD RESULT IN SIGNIFICANT
FINES AND/OR PENALTIES AND OUR COST OF COMPLIANCE WITH SUCH REGULATIONS COULD
RESULT IN LARGE EXPENSES, EITHER OF WHICH WOULD ADVERSELY AFFECT OUR OPERATIONS.

Our operations are subject to a variety of local, national and international
laws and regulations governing the discharge of materials into the environment
or otherwise relating to environmental protection. Significant fines and
penalties may be imposed for the failure to comply with environmental laws and
regulations. Some environmental laws provide for joint and several strict
liability for remediation of releases of hazardous substances, rendering a
person liable for environmental damage without regard to negligence or fault on
the part of such person. In addition, we may be subject to claims alleging
personal injury or property damage as a result of alleged exposure to hazardous
substances such as oil and gas related products.

Some environmental protection laws and regulations may expose us to liability
arising out of the conduct of operations or conditions caused by others, or for
acts which were in compliance with all applicable laws at the time the acts were
performed. Changes in the environmental laws and regulations, or claims for
damages to persons, property, natural resources or the environment, could result
in substantial costs and liabilities to us. Therefore, we may incur significant
environmental compliance costs in the future.

OUR FAILURE TO COMPLY WITH VARIOUS LEVELS OF GOVERNMENTAL REGULATIONS TO WHICH
WE ARE SUBJECT COULD RESULT IN SIGNIFICANT FINES AND/OR PENALTIES AND OUR COST
OF COMPLIANCE WITH SUCH REGULATIONS COULD RESULT IN LARGE EXPENSES, EITHER OF
WHICH WOULD ADVERSELY AFFECT OUR OPERATIONS.

Oil and gas exploration, development and production are subject to various types
of regulation by local and national governments. Regulations and laws affecting
the oil and gas industry are comprehensive and are under constant review for
amendment and expansion. These regulations and laws carry substantial penalties
for failure to comply.


                                       10
<PAGE>
The regulatory burden on the oil and gas industry increases our cost of doing
business and, consequently, adversely affects our profitability.

WE ARE DEPENDENT ON OUR EXECUTIVE OFFICERS AND NEED TO ATTRACT AND RETAIN
ADDITIONAL QUALIFIED PERSONNEL.

Our future success depends in large part on the service of William L. Transier
and John N. Seitz, both of whom have substantial experience in the oil and gas
industry. If either were to resign it could have a material adverse effect on
our business, operating results and financial condition. While we have
employment agreements with each of Mr. Transier and Mr. Seitz, there can be no
assurance that such agreements will be enforceable in all circumstances, that we
will have the resources to enforce such agreements or that we will have the
ability to retain their services due to resignation or otherwise. Further, we do
not intend to maintain key-person life insurance on either Mr. Transier or Mr.
Seitz. Our future success also depends upon our ability to attract, assimilate
and retain highly qualified technical and other management personnel. There can
be no assurance that we will continue to attract, assimilate and retain key
personnel, and the failure to do so will have a material adverse effect on our
business, operating results and financial condition.

YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTERESTS DUE TO THE FUTURE
ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK.

We may in the future issue our previously authorized and unissued securities
which will result in the dilution of the ownership interests of our present
stockholders. We are currently authorized to issue 150,000,000 shares of common
stock and 5,308,074 shares of preferred stock with such designations,
preferences and rights as determined by our board of directors. As of October 5,
2004, we have 69,375,176 shares of common stock issued and outstanding, 19,714
shares of Series B Preferred Stock issued and outstanding, and outstanding
options and warrants to purchase an additional 6,335,000 shares of our common
stock. We also have additional shares available for grant under the Company's
2004 Incentive Plan. Issuance of these shares of common stock may substantially
dilute the ownership interests of our existing stockholders. The potential
issuance of such additional shares of common stock may create downward pressure
on the trading price of our common stock that in turn will require us to issue
additional shares to raise funds through sales of our securities. We may also
issue additional shares of our stock in connection with hiring and compensating
personnel, future acquisitions, future private placements of our securities for
capital raising purposes, or for other business purposes. This would further
dilute the interests of our existing stockholders.

WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We have never declared or paid a dividend on our common stock. We intend to
retain earnings, if any, for use in the operation and expansion of our business
and therefore do not anticipate paying any dividends in the foreseeable future.


                                       11
<PAGE>
THE TRADING PRICE OF OUR COMMON STOCK MAY BE VOLATILE.

The trading price of our shares has from time to time fluctuated widely and in
the future may be subject to similar fluctuations. The trading price may be
affected by a number of factors, including the risk factors set forth herein, as
well as our operating results, financial condition, drilling activities, general
conditions in the oil and gas exploration and development industry, and other
events or factors. In recent years, broad stock market indices, in general, and
smaller capitalization companies, in particular, have experienced substantial
price fluctuations. In a volatile market, we may experience wide fluctuations in
the market price of our common stock. These fluctuations may have an extremely
negative effect on the market price of our common stock.

THERE IS A LIMITED MARKET FOR OUR COMMON STOCK.

Our common stock is trading on the American Stock Exchange. Historically, there
has not been an active trading market for significant volumes of our common
stock. We are not certain that an active trading market for significant volumes
of our common stock will develop, or if such a market develops, that it will be
sustained.

THE NUMBER OF SHARES OF OUR COMMON STOCK ELIGIBLE FOR CURRENT AND FUTURE SALE
COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR STOCK.

A significant number of shares of our common stock will become eligible for sale
for the first time pursuant to this prospectus. In addition, our previously
filed registration statement on Form S-3 covering the resale of up to 40,017,525
of our common shares was declared effective on September 17, 2004. Other shares
of common stock currently outstanding will become available for sale in the
future upon expiration of existing restrictions on sale or upon the filing of
registration statements. The availability for sale of these shares could
materially adversely affect the market price of our common stock.

IF WE ARE UNABLE TO FULFILL COMMITMENTS UNDER ANY OF OUR LICENSES, WE WILL LOSE
OUR INTEREST IN SUCH LICENSE WHICH WILL RESULT IN THE LOSS OF OUR ENTIRE
INVESTMENT IS SUCH LICENSE.

Our ability to retain licenses in which we obtain an interest will depend on our
ability to fulfill the commitments made with respect to each license. We cannot
assure you that we or the other participants in projects will have the financial
ability to fund the potential commitments.


                                       12
<PAGE>
OUR OPERATIONS ARE EXTREMELY DEPENDENT ON OTHER COMPANIES AND OTHER SERVICE
PROVIDERS OVER WHICH WE HAVE NO CONTROL.

While we have certain exploration and operations personnel, we may also rely
upon the services of external geologists, geophysicists, engineers and other
scientists to assist in the exploration and analysis of our prospects to
determine a method in which the prospects may be developed in a cost-effective
manner. In addition, we rely upon the owners and operators of oil rigs and
drilling equipment to drill and develop our prospects to production. If any of
these relationships with third party service providers are terminated or are
unavailable on terms that are favorable to us, then we will not be able to
execute our business plan.


                                 USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of our common stock by
the selling stockholders under this prospectus.


                            THE SELLING STOCKHOLDERS

The selling stockholders may sell up to 8,531,250 shares of our common stock
pursuant to this prospectus (including up to 1,760,000 shares issuable upon the
exercise of outstanding options, up to 3,168,125 outstanding shares that are
restricted and subject to vesting before they may be sold, up to 28,051 shares
of common stock issued to our non-employee directors under the Plan in lieu of
compensation for services as a director, and up to 3,575,074 shares of our
common stock that may subsequently be issued to our affiliates pursuant to
future grants under the Plan). The following table sets forth certain
information known to us concerning each of the selling stockholders. The shares
are being registered to permit the selling stockholders to offer the shares for
resale from time to time. See "Plan of Distribution."

<Table>
<Caption>
                                                                            Number of                       Percentage
                                                           Shares of        Shares of       Shares of        of Shares
                                                         Common Stock        Common        Common Stock      of Common
                                                         Beneficially         Stock        Beneficially     Stock Owned
                                                         Owned Before        Offered       Owned Follow        After
Name                                                      Offering (1)      Hereby (1)     Offering (2)     Offering (2)
----                                                     -------------      ----------     -------------    ------------
<S>                                                      <C>                <C>            <C>              <C>
William L. Transier (3)                                      6,093,750         750,000         5,343,750            7.8%
John N. Seitz (4)                                            6,093,750         750,000         5,343,750            7.8%
Bruce H. Stover (5)                                            837,500         987,500           250,000               *
Michael D. Cochran (6)                                         687,500         687,500           250,000               *
Ronald A. Bain (7)                                             556,250         506,250           250,000               *
H. Don Teague (8)                                              325,000         575,000                 -               *
</TABLE>


                                       13
<PAGE>
<Table>
<Caption>
                                                                            Number of                       Percentage
                                                           Shares of        Shares of       Shares of        of Shares
                                                         Common Stock        Common        Common Stock      of Common
                                                         Beneficially         Stock        Beneficially     Stock Owned
                                                         Owned Before        Offered       Owned Follow        After
Name                                                      Offering (1)      Hereby (1)     Offering (2)     Offering (2)
----                                                     -------------      ----------     -------------    ------------
<S>                                                      <C>                <C>            <C>              <C>
Robert K. Reeves (9)                                           193,750          18,750           175,000               *
John B. Connally III (10)                                      280,654          50,654           250,000               *
Andrew Cochran (11)                                            168,750         118,750            50,000               *
Robert L. Thompson (12)                                        150,000         250,000                 -               *
Barry J. Galt (13)                                              76,743          46,743            50,000               *
Nancy K. Quinn (14)                                             43,154          50,654            12,500               *
Fiona Goodfellow (15)                                           36,250          36,250                 -               *
Michael Neese (16)                                              35,125          35,125                 -               *
Catherine L. Stubbs (17)                                        33,000          33,000                 -               *
S. Lynn Willis (18)                                             39,025          27,500            11,525               *
Janice White (19)                                               15,000          15,000                 -               *
Debra Bearden (20)                                              10,000          10,000                 -               *
Aimee Stadtfeld (21)                                             7,500           7,500                 -               *
</Table>

*    Less than 1%, based on 69,375,176 shares outstanding on October 5, 2004.

(1)  Ownership is determined as of October 5, 2004 and in accordance with Rule
     13d-3 under the Securities Exchange Act of 1934. The actual number of
     shares beneficially owned and offered for sale is subject to adjustment and
     could be materially less or more than the estimated amount indicated
     depending upon factors, which we cannot predict at this time.

(2)  Assumes all the shares offered hereby are sold to persons who are not
     affiliates of the selling stockholders and the selling stockholders sell no
     other shares they beneficially own.

(3)  Mr. Transier is the Co-Chief Executive Officer of the Company. Mr. Transier
     is the trustee of the Lighthouse Bypass Trust but has no economic interest
     in 12,500 shares owned by the Lighthouse Bypass Trust and disclaims
     beneficial ownership of such shares. The shares offered by Mr. Transier
     include 250,000 shares of restricted common stock that vest on January 1,
     2005, 250,000 shares of restricted common stock that vest one-third on each
     of January 1, 2005, January 1, 2006 and January 1, 2007, and 250,000 shares
     of common stock underlying stock options that vest one-third on each of
     January 1, 2005, January 1, 2006 and January 1, 2007. Pursuant to the terms
     of a lock-up agreement dated February 26, 2004, Mr. Transier has agreed to
     certain restrictions on the sale of shares beneficially owned by him for a
     one-year period.

(4)  Mr. Seitz is the Co-Chief Executive Officer of the Company. The shares
     offered by Mr. Seitz include 250,000 shares of restricted common stock that
     vest on January 1, 2005, 250,000 shares of restricted common stock that
     vest one-third on each of January 1, 2005, January 1, 2006 and January 1,
     2007, and 250,000 shares of common stock underlying stock options that vest
     one-third on each of January 1, 2005,


                                       14
<PAGE>
     January 1, 2006 and January 1, 2007. Pursuant to the terms of a lock-up
     agreement dated February 26, 2004, Mr. Seitz has agreed to certain
     restrictions on the sale of shares beneficially owned by him for a one-year
     period.

(5)  Mr. Stover is the Executive Vice President Operations and Business
     Development of the Company. The shares offered by Mr. Stover include 87,500
     shares of restricted common stock that vest on January 1, 2005, 500,000
     shares of restricted common stock that vest one-third on each of January 1,
     2005, January 1, 2006 and January 1, 2007, and 400,000 shares of common
     stock underlying stock options that vest one-third on each of January 1,
     2005, January 1, 2006 and January 1, 2007. Pursuant to the terms of a
     lock-up agreement dated February 26, 2004, Mr. Stover has agreed to certain
     restrictions on the sale of shares beneficially owned by him for a one-year
     period.

(6)  Michael D. Cochran is Executive Vice President Exploration of the Company.
     The shares offered by Michael D. Cochran include 87,500 shares of
     restricted common stock that vest on January 1, 2005, 350,000 shares of
     restricted common stock that vest one-third on each of January 1, 2005,
     January 1, 2006 and January 1, 2007, and 250,000 shares of common stock
     underlying stock options that vest one-third on each of January 1, 2005,
     January 1, 2006 and January 1, 2007. Pursuant to the terms of a lock-up
     agreement dated February 26, 2004, Mr. Cochran has agreed to certain
     restrictions on the sale of shares beneficially owned by him for a one-year
     period.

(7)  Mr. Bain is Vice President of Geosciences of the Company. The shares
     offered by Mr. Bain include 56,250 shares of restricted common stock that
     vest on January 1, 2005, 250,000 shares of restricted common stock that
     vest one-third on each of January 1, 2005, January 1, 2006 and January 1,
     2007, and 200,000 shares of common stock underlying stock options that vest
     one-third on each of January 1, 2005, January 1, 2006 and January 1, 2007.
     Pursuant to the terms of a lock-up agreement dated February 26, 2004, Mr.
     Bain has agreed to certain restrictions on the sale of shares beneficially
     owned by him for a one-year period.

(8)  Mr. Teague is Executive Vice President, Administration, General Counsel and
     Secretary of the Company. The shares offered by Mr. Teague include 75,000
     shares of restricted common stock that vest on January 1, 2005, 250,000
     shares of restricted common stock that vest one-third on each of January 1,
     2005, January 1, 2006 and January 1, 2007, and 250,000 shares of common
     stock underlying stock options that vest one-third on each of January 1,
     2005, January 1, 2006 and January 1, 2007.

(9)  Mr. Reeves was Executive Vice President, Administration, General Counsel
     and Secretary of the Company until March 2004. The shares offered by Mr.
     Reeves consist of 18,750 shares of restricted common stock that vest on
     January 1, 2005.

(10) Mr. Connally is a director of the Company. The shares offered by Mr.
     Connally include 20,000 shares of restricted common stock that vest on
     January 1, 2005 and 20,000 shares of common stock underlying stock options
     that vest one-third on each of January 1, 2005, January 1, 2006 and January
     1, 2007.


                                       15
<PAGE>
(11) Andrew Cochran is Manager Exploration New Ventures of the Company. The
     shares offered by Andrew Cochran include 43,750 shares of restricted common
     stock that vest on January 1, 2005 and 75,000 shares of restricted common
     stock that vest one-third on each of January 1, 2005, January 1, 2006 and
     January 1, 2007.

(12) Mr. Thompson is Vice President, Chief Accounting Officer of the Company.
     The shares offered by Mr. Thompson include 50,000 shares of restricted
     common stock that vest on January 1, 2005, 100,000 shares of restricted
     common stock that vest one-third on each of January 1, 2005, January 1,
     2006 and January 1, 2007, and 100,000 shares of common stock underlying
     stock options that vest one-third on each of January 1, 2005, January 1,
     2006 and January 1, 2007.

(13) Mr. Galt is a director of the Company. The shares offered by Mr. Galt
     include 20,000 shares of restricted common stock that vest one-third on
     each of January 1, 2005, January 1, 2006 and January 1, 2007 and 20,000
     shares of common stock underlying stock options that vest one-third on each
     of January 1, 2005, January 1, 2006 and January 1, 2007.

(14) Ms. Quinn is a director of the Company. The shares offered by Ms. Quinn
     include 20,000 shares of restricted common stock that vest on January 1,
     2005 and 20,000 shares of common stock underlying stock options that vest
     one-third on each of January 1, 2005, January 1, 2006 and January 1, 2007.

(15) Ms. Goodfellow is Senior Geophysicist of the Company. The shares offered by
     Ms. Goodfellow include 30,000 shares of restricted common stock that vest
     on January 1, 2005 and 6,250 shares of restricted common stock that vest
     one-third on each of January 1, 2005, January 1, 2006 and January 1, 2007.

(16) Mr. Neese is Senior Geophysicist of the Company. The shares offered by Mr.
     Neese include 10,125 shares of restricted common stock that vest on January
     1, 2005 and 25,000 shares of restricted common stock that vest one-third on
     each of January 1, 2005, January 1, 2006 and January 1, 2007.

(17) Ms. Stubbs is Director of Financial Control and Assistant Secretary of the
     Company. The shares offered by Ms. Stubbs include 8,000 shares of
     restricted common stock that vest on January 1, 2005 and 25,000 shares of
     restricted common stock that vest one-third on each of January 1, 2005,
     January 1, 2006 and January 1, 2007.

(18) Ms. Willis is Director, Accounting & Financial Analysis of the Company. The
     shares offered by Ms. Willis include 12,500 shares of restricted common
     stock that vest on January 1, 2005 and 15,000 shares of restricted common
     stock that vest one-third on each of January 1, 2005, January 1, 2006 and
     January 1, 2007.

(19) Ms. White is a consultant providing services to the Company. The shares
     offered by Ms. White consist of 15,000 shares of restricted common stock
     that vest on January 1, 2005.

(20) Ms. Bearden is Executive Assistant of the Company. The shares offered by
     Ms. Bearden consist of 10,000 shares of restricted common stock that vest
     one-third on each of January 1, 2005, January 1, 2006 and January 1, 2007.


                                       16
<PAGE>
(21) Ms. Stadtfeld is Executive Assistant of the Company. The shares offered by
     Ms. Stadtfeld consist of 7,500 shares of restricted common stock that vest
     one-third on each of January 1, 2005, January 1, 2006 and January 1, 2007.


Except as indicated above, no selling stockholder has within the past three
years had any position, office or other material relationship with the Company
or any of its predecessors or affiliates.


                              PLAN OF DISTRIBUTION

We will not receive any of the proceeds from the sale of the common stock by the
selling stockholders pursuant to this prospectus. The aggregate proceeds to the
selling stockholders from the sale of the common stock will be the purchase
price of the common stock less any discounts and commissions. A selling
stockholder reserves the right to accept and, together with its agents, to
reject, any proposed purchased of common stock to be made directly or through
agents. This prospectus covers the resale of shares of our common stock by the
selling stockholders. As used in this prospectus, "selling stockholders"
includes holders of shares of our common stock received from a selling
stockholder after the date of this prospectus and who received such shares by
gift or by other transfer by such selling stockholder to an immediate family
member of such stockholder, by will or through operation of the laws of descent
and distribution, and their respective administrators, guardians, receivers,
executors or other persons acting in a similar capacity.

The common stock may be sold from time to time to purchasers:

   o  directly by the selling stockholders and their successors, which includes
      their transferees, pledgees or donees or their successors; or
   o  through underwriters, broker-dealers or agents who may receive
      compensation in the form of discounts, concessions or commissions from the
      selling stockholders or the purchasers of the common stock. These
      discounts, concessions or commissions may be in excess of those customary
      in the types of transactions involved.

The selling stockholders and any underwriters, broker-dealers or agents who
participate in the distribution of the common stock may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933. As a result,
any profits on the sale of the common stock by selling stockholders and any
discounts, commissions or concessions received by any such broker-dealers or
agents may be deemed to be underwriting discounts, and "underwriters" within the
meaning of the Securities Act of 1933 will be subject to prospectus delivery
requirements of the Securities Act of 1933. If the selling stockholders are
deemed to be underwriters, the selling stockholders may be subject to certain
statutory liabilities, including, without limitation, liabilities under Sections
11, 12 and 17 of the Securities Act of 1933 and Rule 10b-5 under the Securities
Exchange Act of 1934. If the common stock is sold through underwriters,
broker-dealers or agents, the selling


                                       17
<PAGE>
stockholders will be responsible for underwriting discounts or commissions or
agent's commissions.

The common stock may be sold in one or more transactions at:

   o  fixed prices;
   o  prevailing market prices at the time of sale;
   o  prices related to such prevailing market prices;
   o  varying prices determined at the time of sale; or
   o  negotiated prices.

These sales may be effected in transactions:

   o  on any national securities exchange or quotation service on which the
      common stock may be listed or quoted at the time of the sale;
   o  in the over-the-counter market;
   o  otherwise than on such exchanges or services or in the over-the-counter
      market;
   o  through the writing and exercise of options, whether such options are
      listed on an options exchange or otherwise; or
   o  through the settlement of short sales.

These transactions may include block transactions or crosses. Crosses are
transactions in which the same broker acts as an agent on both sides of the
trade.

In connection with the sales of the common stock or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers or other
financial institutions. These broker-dealers or other financial institutions may
in turn engage in short sales of the common stock in the course of hedging their
positions. The selling stockholders may also sell the common stock short and
deliver common stock to close out short positions, or loan or pledge common
stock to broker-dealers that in turn may sell the common stock.

Broker-dealers engaged by the selling stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

The selling stockholders may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock from time to time under
this prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus.


                                       18
<PAGE>
To our knowledge, there are currently no plans, arrangements or understandings
between any selling stockholders and any underwriter, broker-dealer or agent
regarding the sale of the common stock.

At the time a particular offering is made, if required, a prospectus supplement
will be distributed, which will set forth the names of the selling stockholders,
the aggregate amount and type of securities being offered, the price at which
the securities are being sold and other material terms of the offering,
including the name or names of any underwriters, broker-dealers or agents, any
discounts, commissions and other terms constituting compensation from the
selling stockholders and any discounts, commissions or concessions allowed or
reallowed to paid broker-dealers.

We cannot be certain that any selling stockholder will sell any or all of the
common stock pursuant to this prospectus. Further, we cannot assure you that any
such selling stockholder will not transfer, devise or gift the common stock by
other means not described in this prospectus. In addition, any common stock
covered by this prospectus that qualifies for sale pursuant to Rule 144 of the
Securities Act of 1933 may be sold under Rule 144 rather than under this
prospectus. The common stock may be sold in some states only through registered
or licensed brokers or dealers. In addition, in some states the common stock may
not be sold unless it has been registered or qualified for sale or an exemption
from registration or qualification is available and complied with.

The selling stockholders and any other person participating in the sale of the
common stock will be subject to the Securities Exchange Act of 1934. The
Securities Exchange Act of 1934 rules include, without limitation, Regulation M,
which may limit the timing of purchases and sales of any of the common stock by
the selling stockholders and any other such person. In addition, Regulation M
may restrict the ability of any person engaged in the distribution of the common
stock and the ability of any person or entity to engage in market-making
activities with respect to the common stock.

We have agreed to indemnify the selling stockholders against certain
liabilities, including liabilities under the Securities Act of 1933.

We have agreed to pay substantially all expenses incidental to the registration,
offering and sale of the common stock to the public, other than commissions,
fees and discounts of underwriters, brokers, dealers and agents.

On February 26, 2004, William L. Transier, John N. Seitz, Bruce H. Stover,
Michael D. Cochran and Ronald A. Bain signed one-year lock-up agreements
covering each individual's respective shares of the Company's common stock.
These lock-up agreements impose certain restrictions on the sale of such shares
for a period of one year.


                                       19
<PAGE>
                                  LEGAL MATTERS

Certain legal matters in connection with the common stock offered hereby will be
passed on for us by Porter & Hedges, L.L.P., Houston, Texas. Any underwriters
will be advised about other issues relating to by offering by their own legal
counsel.

                                     EXPERTS

The consolidated financials statements of Endeavour International Corporation as
of December 31, 2003 and 2002, and for each of the years then ended and the
period from January 13, 2000 (Inception) through December 31, 2003, have been
incorporated herein by reference in reliance upon the report of L J Soldinger
and Associates LLC, independent certified public accountants, upon their
authority as experts in accounting and auditing.

Effective April 29, 2004, the Audit Committee of the Board of Directors approved
the engagement of KPMG LLP as the principal accountants to audit our financial
statements.


                                       20
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                 ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which have been previously filed by us with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
are incorporated herein by reference:

   1) Our annual report on Form 10-KSB for the fiscal year ended December 31,
      2003 (File No. 000-33439).
   2) Our quarterly reports on Form 10-Q for the quarters ended March 31, 2004
      (File No. 000-33439) and June 30, 2004 (File No. 001-32212).
   3) Our current reports on Form 8-K filed on February 27, 2004, March 1, 2004,
      May 4, 2004 (each, File No. 000-33439), July 12, 2004, August 25, 2004,
      September 14, 2004, September 21, 2004 (each, File No. 001-32212) and Form
      8-K/A filed on April 2, 2004 (File No. 000-33439). Our Form 8-K filed July
      12, 2004 contains restated audited financial statements for the years
      ended December 31, 2003 and 2002 and the period from January 13, 2000
      (Inception) through December 31, 2003 to reflect the adoption of the full
      cost method of accounting for oil and gas properties.
   4) The description of our common stock contained in our registration
      statement on Form 8-A filed on June 10, 2004, as amended by our amended
      registration statement on Form 8-A/A-1 filed on August 11, 2004 (File No.
      001-32212), and including any other amendments or reports filed for the
      purpose of updating such description.

All documents filed by us with the Securities and Exchange Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(excluding information in the documents that is deemed not to be filed)
subsequent to the filing date of this registration statement and prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing of each such document.

                        ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.


                                       21
<PAGE>
                ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Amended and Restated Articles of Incorporation provide that no
officer or director of the Company will be personally liable to the Company or
its stockholders for damages for breach of fiduciary duty as a director or
officer, other than (1) for acts or omissions that involve intentional
misconduct, fraud or knowing violations of law or (2) the unlawful payment of a
distribution. In addition, the Company's Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws provide that the Company will
indemnify the Company's officers and directors and advance related costs and
expenses incurred by our officers and directors to the fullest extent permitted
by Nevada law. In addition, the Company may also enter into agreements with any
officer or director and may obtain insurance indemnifying officers and directors
against certain liabilities incurred by them.

Nevada Revised Statutes ("NRS") Section 78.138 provides that a director or
officer will not be individually liable unless it is proven that (i) the
director's or officer's acts or omissions constituted a breach of his or her
fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or
a knowing violation of the law.

NRS Section 78.7502 permits a corporation to indemnify its directors and
officers against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with a threatened, pending or
completed action, suit or proceeding if the officer or director (i) is not
liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the
officer or director reasonably believed to be in or not opposed to the best
interests of the corporation and, if a criminal action or proceeding, had no
reasonable cause to believe the conduct of the officer or director was unlawful.

NRS Section 78.751 permits a Nevada corporation to indemnify its officers and
directors against expenses incurred by them in defending a civil or criminal
action, suit or proceeding as they are incurred and in advance of final
disposition thereof, upon receipt of an undertaking by or on behalf of the
officer or director to repay the amount if it is ultimately determined by a
court of competent jurisdiction that such officer or director is not entitled to
be indemnified by the corporation. NRS 78.751 further permits the corporation to
grant its directors and officers additional rights of indemnification under its
articles of incorporation or bylaws or otherwise. NRS 78.752 provides that a
Nevada corporation may purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, for any liability
asserted against him and liability and expenses incurred by him in his capacity
as a director, officer, employee or agent, or arising out of his status as such,
whether or not the corporation has the authority to indemnify him against such
liability and expenses.


                                       22
<PAGE>
                   ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Of the shares registered by this registration statement, 3,170,125 shares of our
restricted common stock were issued to certain directors, officers, employees
and consultants of the Company as inducement or incentive awards. Additionally,
28,051 shares of our common stock were issued to our non-employee directors in
lieu of compensation for services as directors. These grants were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

                                ITEM 8. EXHIBITS

Exhibit Number    Description of Exhibit
--------------    ----------------------
4.1               Endeavour International Corporation (f/k/a Continental
                  Southern Resources, Inc.) 2004 Incentive Plan (incorporated by
                  reference to Annex B to the Company's definitive proxy
                  statement filed July 21, 2004, File No. 001-32212).
4.2               Form of Restricted Stock Award Agreement (incorporated by
                  reference to Exhibit 10.39 to the Company's Form 10-KSB filed
                  March 30, 2004, File No. 000-33439).
5.1(*)            Opinion of Porter & Hedges, L.L.P. with respect to legality of
                  the securities, including consent.
23.1(*)           Consent of L J Soldinger Associates LLC.
23.2              Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
24.1              Power of Attorney (contained in signature page).

(*)  Filed herewith.

                              ITEM 9. UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes:

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

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

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if,


                                       23
<PAGE>
                  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.

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

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the registrant pursuant to
          Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
          incorporated by reference in the registration statement.

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

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

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of the
     Securities Exchange Act of 1934) that is incorporated by reference in the
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the registrant pursuant to the 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.


                                       24
<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 the 6th day of October,
2004.

Endeavour International Corporation


By:  /s/ Robert L. Thompson
   --------------------------------------------
     Robert L. Thompson
     Vice President, Chief Accounting Officer

                        POWER OF ATTORNEY AND SIGNATURES

Know all men by these presents, that each person whose signature appears below,
constitutes and appoints William L. Transier, John N. Seitz and Robert L.
Thompson, and each of them, our true and lawful attorneys-in-fact and agents,
with power to act with or without the others and with full power of substitution
and resubstitution, to do any and all acts and things and execute, in the name
of the undersigned, any and all instruments which said attorney-in-fact and
agents may deem necessary or advisable in order to enable Endeavour
International Corporation to comply with the Securities Act of 1933 and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing with the Securities and Exchange Commission of the
registration statement on Form S-8 under the Securities Act of 1933, including
specifically but without limitation, power and authority to sign the name of the
undersigned to such registration statement, and any amendments to such
registration statement (including post-effective amendments and additional
registration statements filed pursuant to Rule 462 of the Securities Act of
1933), and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, to sign any
and all applications, registration statements, notices or other documents
necessary or advisable to comply with applicable state securities laws, and to
file the same, together with other documents in connection therewith with the
appropriate state securities authorities, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and to perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.


                                       25
<PAGE>
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/ John N. Seitz                     Co-Chief Executive Officer          October 6, 2004
------------------------------------- and Director (Principal Executive
John N. Seitz                         Officer)


/s/ William L. Transier               Co-Chief Executive Officer          October 6, 2004
------------------------------------- and Director (Principal Executive
William L. Transier                   Officer)


/s/ Robert L. Thompson                Vice President, Chief               October 6, 2004
------------------------------------- Accounting Officer (Principal
Robert L. Thompson                    Accounting Officer)


/s/ John B. Connally III              Director                            October 6, 2004
-------------------------------------
John B. Connally III


/s/ Barry J. Galt                     Director                            October 6, 2004
-------------------------------------
Barry J. Galt


/s/ Nancy K. Quinn                    Director                            October 6, 2004
-------------------------------------
Nancy K. Quinn
</Table>


                                       26
<PAGE>
                                  EXHIBIT INDEX

Exhibit Number    Description of Exhibit
--------------    ----------------------
4.1               Endeavour International Corporation (f/k/a Continental
                  Southern Resources, Inc.) 2004 Incentive Plan (incorporated by
                  reference to Annex B to the Company's definitive proxy
                  statement filed July 21, 2004, File No. 001-32212).

4.2               Form of Restricted Stock Award Agreement (incorporated by
                  reference to Exhibit 10.39 to the Company's Form 10-KSB filed
                  March 30, 2004, File No. 000-33439).

5.1(*)            Opinion of Porter & Hedges, L.L.P. with respect to legality of
                  the securities, including consent.

23.1(*)           Consent of L J Soldinger Associates LLC.

23.2              Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).

24.1              Power of Attorney (contained in signature page).


(*)  Filed herewith.
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{"company-data": {"conformed-name": "ENDEAVOUR INTERNATIONAL CORP", "cik": "0001112412", "assigned-sic": "1311", "irs-number": "880448389", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119577", "film-number": "041069186"}, "business-address": {"street1": "1001 FANNIN", "street2": "SUITE 1700", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "713-307-8700"}, "mail-address": {"street1": "1001 FANNIN", "street2": "SUITE 1700", "city": "HOUSTON", "state": "TX", "zip": "77002"}, "former-company": [{"former-conformed-name": "CONTINENTAL SOUTHERN RESOURCES  INC", "date-changed": "20020816"}, {"former-conformed-name": "EXPRESSIONS GRAPHICS INC", "date-changed": "20000419"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 2004
================================================================================

                          REGISTRATION NO. 333-________
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       ENDEAVOUR INTERNATIONAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             Nevada                                       88-0448389
 (State or Other jurisdiction of            (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                  1001 FANNIN, SUITE 1700, HOUSTON, TEXAS 77002
                    (Address of Principal Executive Offices)

ENDEAVOUR INTERNATIONAL CORPORATION (F/K/A CONTINENTAL SOUTHERN RESOURCES, INC.)
         2004 INCENTIVE PLAN NON-PLAN RESTRICTED STOCK AWARD AGREEMENTS
                            (Full Title of the Plans)

                                  H. DON TEAGUE
                            EXECUTIVE VICE PRESIDENT
                       ENDEAVOUR INTERNATIONAL CORPORATION
                             1001 FANNIN, SUITE 1700
                              HOUSTON, TEXAS 77002
                                 (713) 307-8700
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   COPIES TO:
                                  CHRIS FERAZZI
                             PORTER & HEDGES, L.L.P.
                         700 LOUISIANA, SUITE 77002-2764
                                 (713) 226-0600
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
                                                               PROPOSED
                                                                MAXIMUM         PROPOSED
                                                AMOUNT         OFFERING         MAXIMUM          AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE          TO BE         PRICE PER        AGGREGATE       REGISTRATION
REGISTERED                                   REGISTERED(1)       SHARE       OFFERING PRICE         FEE
----------------------------------------     -------------     ---------     --------------     ------------
Common Stock, par value $0.001 per share      6,628,750         $3.34(2)     $22,140,025(2)       $2,805.14
Common Stock, par value $0.001 per share      1,857,500(3)      $2.00(3)      $3,715,000(3)         $470.69
Common Stock, par value $0.001 per share         20,000(3)      $3.78(3)         $75,600(3)           $9.58
Common Stock, par value $0.001 per share         25,000(3)      $3.15(3)         $78,750(3)           $9.98
                                             =============     =========     ==============     ===========
Total                                         8,531,250           N/A        $26,009,375             $3,296
(1) Pursuant to Rule 416 under the Securities Act of 1933, the number of shares
registered hereby shall also be deemed to include such indeterminate number of
additional shares of common stock that may be issued or have been issued upon
exercise of the options solely as a result of provisions to prevent dilution
resulting from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) and (h) under the Securities Act
of 1933 based on the average of the high and low sale prices for the common
stock on the American Stock Exchange on October 5, 2004.

(3) These shares represent shares of common stock issuable upon exercise of
certain outstanding options of the Registrant held by certain selling
stockholders and, pursuant to rule 457(h), the proposed maximum offering price
and the proposed maximum aggregate offering price are estimated on the basis of
the per share exercise price of each of such options solely for purposes of
calculating the registration fee.

================================================================================
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.

PROSPECTUS

                        8,531,250 SHARES OF COMMON STOCK

                       ENDEAVOUR INTERNATIONAL CORPORATION

                   (ENDEAVOUR INTERNATIONAL CORPORATION LOGO)

This prospectus relates to the offer and sale from time to time of up to
8,531,250 shares (the "Shares") of our common stock by the selling stockholders
named in this prospectus. The Shares include 836,875 shares of our restricted
common stock granted under the Endeavour International Corporation (f/k/a
Continental Southern Resources, Inc.) 2004 Incentive Plan (the "Plan"), 28,051
shares of common stock issued to our non-employee directors under the Plan in
lieu of compensation for services as a director, 1,760,000 shares of our common
stock underlying stock options granted under the Plan, 2,331,250 shares of our
restricted common stock issued pursuant to certain non-plan restricted stock
award agreements, and 3,575,074 shares of our common stock that may subsequently
be issued to our affiliates pursuant to future grants under the Plan. The
selling stockholders may offer the shares from time to time through public or
private transactions at prevailing market prices, at prices related to
prevailing market prices or at other negotiated prices. A selling stockholder
may sell none, some or all of the shares offered by this prospectus. We cannot
predict when or in what amounts a selling stockholder may sell any of the shares
offered by this prospectus. We will not receive any of the proceeds from the
sale of shares by the selling stockholders.

Our common stock is traded on the American Stock Exchange under the symbol
"END." On October 5, 2004, the closing price for our common stock was $3.38.

INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS THAT ARE DESCRIBED IN
THE "RISK FACTORS" SECTION BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is October 6, 2004.
TABLE OF CONTENTS
Page
                                                                                                    Number
                                                                                                    ------
The Company..............................................................................................1
Preliminary Note and Cautionary Statement Regarding Forward-Looking Statements...........................2
Where You Can Find More Information......................................................................3
Incorporation of Certain Documents by Reference..........................................................3
Risk Factors.............................................................................................4
Use of Proceeds.........................................................................................13
The Selling Stockholders................................................................................13
Plan of Distribution....................................................................................17
Legal Matters...........................................................................................20
Experts.................................................................................................20
THE COMPANY

The Company is an oil and gas exploration company whose principal activities are
in the North Sea, primarily in the United Kingdom but also including Norway and
the Netherlands.

On February 26, 2004, we completed a series of mutually interdependent
transactions that transformed the nature and scope of our business. Prior to
that time, we had no technical exploration and production staff and had no
involvement with the North Sea. As of February 26, 2004, we installed an
entirely new management team, and built a staff of experienced geologists and
geophysicists to develop opportunities utilizing a significant seismic data base
in the North Sea. At the same time, we implemented a strategy to divest our
interests in United States oil and gas properties, and this strategy has now
been carried out with the sale of all such interests. Since February 2004, our
principal focus has been pursuing opportunities in the North Sea.

During the second quarter of 2004, we participated in the 22nd licensing round
in the United Kingdom in a significant manner. Acting alone and with others, we
submitted eight applications covering 21 blocks. Four of these applications were
promote applications and four were traditional applications. In September 2004,
the UK Department of Trade and Industry awarded our subsidiary, Endeavour Energy
UK Limited, nine production licenses covering 18 blocks in the 22nd licensing
round. Endeavour Energy will serve as operator of five production licenses
located in the Central North Sea in the following blocks with the respective
percentage equity ownership indicated parenthetically below:

   o  Blocks 21/11c and 20/15b (100% equity);
   o  Block 21/20c (100% equity);
   o  Block 22/24e (60% equity);
   o  Block 30/23b (60% equity); and
   o  Blocks 31/26b and 39/1b (60% equity).

Endeavour Energy was also awarded a non-operated 47.5% equity interest in Blocks
23/16e and 23/17b in the Central North Sea. Other non-operated licenses and
interests awarded include the following in the South Gas Basin of the North Sea:

   o  Blocks 42/10 and 42/15 (50% equity);
   o  Blocks 43/22, 43/23, 43/27b, 43/28 and 43/29 (25% equity); and
   o  Blocks 44/21c and 44/25b (25% equity).

These nine production licenses cover more than a half million acres, or
approximately 2,160 square kilometers. Of these production licenses, four
licenses covering eight blocks were granted under traditional terms that require
Endeavour Energy to fulfill a work program within four years from the date of
the award. The remaining five licenses covering 10 blocks are under "promote"
terms that require Endeavour Energy to pay reduced license fees for a two-year
period as exploratory evaluations are conducted.

                                       1
We are also considering other opportunities in the United Kingdom sector of the
North Sea, including possible farm-ins to existing licenses. In addition, in
September 2004, we were pre-qualified as a licensee on the Norwegian Continental
Shelf by the Ministry of Petroleum and Energy in Norway. This qualification
process evaluates the competency of a company from a financial, technical and
organizational perspective to participate in exploration and production
activities on the Norwegian Continental Shelf. Our qualification makes us one of
approximately 20 active companies qualified as an operator or licensee in Norway
as of the date of this prospectus.

Through a limited liability company in which we hold an interest, we have an
interest in the Phu Horm Gas Field Project, an onshore gas discovery in northern
Thailand. In May 2004, the Phu Horm Project was approved as a Production Area by
the Thailand Department of Mineral Fuels. Drilling of two additional appraisal
wells commenced during the second quarter of 2004, which are expected to be
completed in the fall of 2004. Engineering, design and permitting for the gas
production facilities for the project are continuing at this time. A gas sales
agreement is in place to provide gas to the existing Nam Phuong power plant.
First gas sales are expected to commence from the Phu Horm Project in early
2006. In addition, we have interests in two exploration licenses in proximity to
the Phu Horm Project which have certain work commitments and obligations.

As used in the Prospectus, unless the context otherwise requires, references to
the "Company", "Endeavour", "we", "us" or "our" mean Endeavour International
Corporation, its subsidiaries and its interests in other entities. Our common
stock is traded on the American Stock Exchange under the symbol "END." Our
principal executive offices are located at 1001 Fannin Street, Suite 1700,
Houston, Texas 77002 and our telephone number is 713-307-8772. Our website is
www.endeavourcorp.com.

               PRELIMINARY NOTE AND CAUTIONARY STATEMENT REGARDING
                           FORWARD-LOOKING STATEMENTS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THE
SELLING STOCKHOLDERS ARE OFFERING TO SELL AND SEEKING OFFERS TO BUY SHARES OF
OUR COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS
PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE
OF OUR COMMON STOCK.

This prospectus and our documents filed with the Securities and Exchange
Commission and incorporated by reference in this prospectus include or may
contain certain forward-looking statements. The words "may," "will," "expect,"
"anticipate," "believe," "continue," "estimate," "project," "intend," and
similar expressions used in this Report are intended to identify forward-looking
statements within the meaning of Section 27A of

                                       2
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. You should not place undue reliance on these forward-looking statements,
which speak only as of the date made. We undertake no obligation to publicly
release the result of any revision of these forward-looking statements to
reflect events or circumstances after the date they are made or to reflect the
occurrence of unanticipated events. You should also know that such statements
are not guarantees of future performance and are subject to risks, uncertainties
and assumptions. We have included important factors in the cautionary statements
included or incorporated in this prospectus, particularly under the caption
"Risk Factors" below that we believe could cause actual results or events to
differ materially from the forward-looking statements we make. Our
forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint venture or investments we may make.

                       WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information requirements of the Securities Exchange Act of
1934, and in accordance therewith file reports, proxy statements and other
information with the Securities and Exchange Commission. These reports, proxy
statements and other information can be inspected and copied at the Commission's
Public Reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. In addition, the Commission maintains
an Internet site at http://www.sec.gov that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Commission. Endeavour maintains an Internet site at
http://endeavourcorp.com.

We have filed a registration statement with the Commission on Form S-8
(including any amendments thereto, known as the registration statement) under
the Securities Act of 1933 with respect to the shares of common stock offered by
the selling stockholders hereby. This prospectus does not contain all of the
information set forth in the registration statement and the exhibits and
schedules thereto. You may refer to the registration statement and the exhibits
and schedules thereto for more information about our common stock and us.
Statements made in this prospectus regarding the contents of any contract or
document filed as an exhibit to the registration statement are not necessarily
complete and, in each instance, reference is herby made to the copy of such
contract or document so filed. Each such statement is qualified in its entirety
by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been previously filed by us with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
are incorporated herein by reference:

                                       3
1) Our annual report on Form 10-KSB for the fiscal year ended December 31,
      2003 (File No. 000-33439).
   2) Our quarterly reports on Form 10-Q for the quarters ended March 31, 2004
      (File No. 000-33439) and June 30, 2004 (File No. 001-32212).
   3) Our current reports on Form 8-K filed on February 27, 2004, March 1, 2004,
      May 4, 2004 (each, File No. 000-33439), July 12, 2004, August 25, 2004,
      September 14, 2004, September 21, 2004 (each, File No. 001-32212) and Form
      8-K/A filed on April 2, 2004 (File No. 000-33439). Our Form 8-K filed July
      12, 2004 contains restated audited financial statements for the years
      ended December 31, 2003 and 2002 and the period from January 13, 2000
      (Inception) through December 31, 2003 to reflect the adoption of the full
      cost method of accounting for oil and gas properties.
   4) The description of our common stock contained in our registration
      statement on Form 8-A filed on June 10, 2004, as amended by our amended
      registration statement on Form 8-A/A-1 filed on August 11, 2004 (File No.
      001-32212), and including any other amendments or reports filed for the
      purpose of updating such description.

All documents filed by us with the Securities and Exchange Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(excluding information in the documents that is deemed not to be filed)
subsequent to the date of this prospectus and prior to the completion or
termination of this offering, shall be deemed to be incorporated by reference
into this prospectus and to be a part hereof from the date of filing of each
such document. Any statement contained herein, or in a document incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.

This prospectus incorporates documents by reference that are not delivered
herewith. Copies of these documents, other than the exhibits thereto (unless
such exhibits are specifically incorporated by reference in such documents), are
available upon written or oral request, at no charge, from us. Requests for such
copies should be directed to H. Don Teague, Executive Vice President,
Administration & General Counsel, at 1001 Fannin, Suite 1700, Houston, Texas
77002, or at (713) 307-8700.

                                  RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
consider carefully the risks and uncertainties described below and the other
information in this prospectus, including our financial statements and related
notes, before deciding to invest in our common stock. If any of the following
risks or uncertainties actually occurs, our

                                       4
business, financial condition and operating results would likely suffer. In that
event, the market price of the offered securities could decline and you could
lose all or part of the money you paid to buy our common stock.

WE HAVE HAD OPERATING LOSSES AND LIMITED REVENUES TO DATE AND DO NOT EXPECT TO
BE PROFITABLE IN THE FORESEEABLE FUTURE.

We have been operating at a loss each year since our inception, and we expect to
continue to incur substantial losses for the foreseeable future. Net loss
applicable to common stockholders for the six months ended June 30, 2004 and the
years ended December 31, 2003 and 2002 was $15 million, $41 million and $5
million, respectively. We also have had limited revenues to date. Revenues for
the six months ended June 30, 2004 and the years ended December 31, 2003 and
2002 were $8,000, $27,000 and $16,000, respectively. Further, we may not be able
to generate significant revenues in the future. In addition, we expect to incur
substantial expenditures in connection with our oil and gas exploration
activities. As a result, we expect to continue to experience negative cash flow
for the foreseeable future and cannot predict when, or if, we might become
profitable.

IF WE ARE UNABLE TO GENERATE ADDITIONAL FINANCING, WE WILL NOT BE ABLE TO
ADEQUATELY FUND OUR EXISTING DEVELOPMENT AND EXPLORATION PROJECTS, ACQUIRE
ADDITIONAL OIL AND GAS INTERESTS, OR MAINTAIN OUR RIGHTS IN SUCH PROJECTS.

We may not have an adequate amount of financial resources to adequately fund our
development and exploration projects on a long-term basis. Since we currently
are not a majority owner or operator of any of our projects, we cannot control
the timing or amount of expenditures associated with a particular project. In
the past, we have relied on the sale of our debt and equity securities to fund
the acquisition, exploration and development of our petroleum properties. To
continue funding these projects and to have the ability to fund additional
projects, we will need to raise additional capital. We cannot assure you that
additional funding will be available to us for exploration and development of
our projects or to fulfill our obligations under any agreements. We also cannot
assure you that we will be able to generate sufficient operating cash flow or
obtain adequate financing in the future or that the terms of any such financing
will be favorable. Failure to generate such additional operating cash flow or
obtain such additional financing could result in delay, postponement or
cancellation of further exploration and development of our projects or the loss
of our interest in such properties.

                                       5
ACQUIRING INTERESTS IN PROPERTIES FOR OIL AND NATURAL GAS EXPLORATION IS
SPECULATIVE IN NATURE AND MAY NOT EVER RESULT IN OPERATING REVENUES OR PROFITS.

We cannot assure you that we will discover oil and gas in commercial quantities
in any of our current properties or properties we acquire in the future. Our
success depends upon our ability to acquire working and revenue interests in
properties upon which gas and oil reserves are ultimately discovered. We expect
to ultimately derive the cash flow necessary to fund our operations from the oil
and gas produced from our producing properties and/or the sale of our
properties. As of the date hereof, none of our properties has generated
significant operating revenues.

WE CANNOT ASSURE YOU THAT WE WILL BE ABLE TO ACQUIRE LICENSE INTERESTS ON TERMS
THAT WILL PERMIT US TO SUCCESSFULLY EXPLOIT THE NORTH SEA SEISMIC DATA.

One of our primary assets is a state-of-the-art 3D seismic database in the UK
and Norwegian sectors of the North Sea. We do not own any licenses or other
interests in any of the properties to which the seismic data relates. In order
to exploit the potential of such data, we will have to acquire interests in such
properties. We cannot assure you that we will be able to acquire such rights, if
at all, on economic terms that will permit us to realize earnings.

IN THE EVENT WE ARE UNABLE TO IDENTIFY ADDITIONAL GAS AND OIL PROSPECTS IN WHICH
WE CAN ACQUIRE AN INTEREST AT AN AFFORDABLE PRICE, WE MAY NOT BE ABLE TO SUSTAIN
OUR GROWTH RATE AND ABILITY TO SPREAD RISK.

One element of our strategy is to continue to grow and spread risk through
selected acquisitions of licenses or other ownership interests in gas and oil
prospects. If we are unable to execute this aspect of our strategy in a timely
manner, we may not be able to manage our risks and our operations may be
adversely affected. We cannot assure you that:

   o  we will be able to identify desirable gas and oil prospects and acquire
      licenses or other ownership interests in such prospects at a desirable
      price;
   o  any of our currently planned or future acquisitions of ownership interests
      in gas and oil prospects will include prospects that may result in the
      discovery of proven gas or oil reserves;
   o  we will have the ability to develop such discoveries which contain proven
      gas or oil reserves to the point of commercial production;
   o  we will have the financial ability to consummate additional acquisitions
      of ownership interests in gas and oil prospects or to develop the
      prospects which we acquire to the point of production; or

                                       6
o  that we will be able to consummate such additional acquisitions on terms
      favorable to us.

MARKET FLUCTUATIONS IN THE PRICES OF OIL AND GAS COULD ADVERSELY AFFECT THE
PRICE AT WHICH WE CAN SELL GAS OR OIL DISCOVERED ON OUR LICENSED PROPERTIES.

Market fluctuations in the prices of oil and gas can adversely affect the price
that we can sell gas and oil discovered on our licensed properties. In recent
decades, there have been periods of both worldwide over-production and
underproduction of hydrocarbons and periods of both increased and relaxed energy
conservation efforts. These conditions have resulted in periods of excess supply
and/or reduced demand for crude oil and for natural gas. These periods have been
followed by periods of short supply and/or increased demand for crude oil and
natural gas. The excess or short supply of natural gas and crude oil has placed
pressures on prices and has resulted in dramatic price fluctuations, even during
relatively short periods of seasonal market demand. We cannot predict with any
degree of certainty future oil and natural gas prices. Changes in oil and
natural gas prices may significantly affect our revenues, operating results and
profitability and the value of oil and gas reserves. We do not currently engage
in any hedging program to mitigate our exposure to fluctuation in oil and gas
prices.

LOWER OIL AND NATURAL GAS PRICES MAY CAUSE US TO RECORD CEILING TEST
IMPAIRMENTS.

We use the full cost method of accounting for oil and gas operations.
Accordingly, we capitalize the cost to acquire, explore and develop oil and
natural gas properties. Under the full cost method, all acquisition, exploration
and development costs, including certain directly related employee costs and a
portion of interest expense, incurred for the purpose of finding oil and gas are
capitalized. Where proved reserves are established, capitalized costs are
limited on a country-by-country basis (the ceiling test). The ceiling test is
calculated as the sum of the present value of future net cash flows related to
estimated production of proved reserves, using end-of-the-current-period prices,
discounted at 10%, plus the lower of cost or estimated fair value of unproved
properties, all net of expected income tax effects. Under the ceiling test, if
the capitalized cost of a full cost pool exceeds the ceiling limitation, the
excess is charged as an impairment expense. This charge does not impact cash
flow from operating activities, but does reduce our stockholders' equity. The
risk that we will be required to impair the carrying value of oil and natural
gas properties increases when oil and natural gas prices are low or volatile. In
addition, impairments may occur if we experience substantial downward
adjustments to estimated proved reserves.

                                       7
THE OIL AND GAS EXPLORATION INDUSTRY IS EXTREMELY COMPETITIVE, WHICH MAY
ADVERSELY AFFECT OUR PROFITABILITY.

The oil and gas industry is intensely competitive and we compete with other
companies that have longer operating histories and greater financial and other
resources than we do. Many of these companies not only explore for and produce
crude oil and natural gas but also carry on refining operations and market
petroleum and other products on a worldwide basis. These competitors can sustain
longer periods of reduced prices of gas and oil and may also be in a better
position to outbid us to purchase particular interests in oil and gas
properties.

OUR ABILITY TO PRODUCE SUFFICIENT QUANTITIES OF OIL AND GAS FROM OUR PROPERTIES
MAY BE ADVERSELY AFFECTED BY A NUMBER OF FACTORS OUTSIDE OF OUR CONTROL. IF WE
ARE UNABLE TO PRODUCE OIL AND/OR GAS FROM OUR PROPERTIES IN COMMERCIAL
QUANTITIES, OUR OPERATIONS WILL BE SEVERELY AFFECTED.

Our business of exploring for and producing oil and gas involves a substantial
risk of investment loss. Drilling oil and gas wells involves the risk that the
wells may be unproductive or that the wells, although productive, do not produce
oil and/or gas in economic quantities. Other hazards, such as unusual or
unexpected geological formations, pressures, fires, blowouts, loss of
circulation of drilling fluids, or other conditions may substantially delay or
prevent completion of any well. This could result in a total loss of our
investment in a particular property. Adverse weather conditions can also hinder
operations. A productive well may become uneconomic if water or other
deleterious substances are encountered which impair or prevent the production or
marketing of oil and/or gas from the well. As with any petroleum property, there
can be no assurance that oil and gas will be produced from the properties in
which we have interests. In addition, the marketability of oil and gas which may
be acquired or discovered is affected by numerous factors beyond our control.
These factors include the proximity and capacity of oil and gas pipelines and
processing equipment, market fluctuations of prices, taxes, royalties, allowable
production and environmental protection. We cannot predict how these factors
will adversely affect our business.

WE INTEND TO OPERATE IN FOREIGN COUNTRIES AND WILL BE SUBJECT TO POLITICAL,
ECONOMIC AND OTHER UNCERTAINTIES.

Through our subsidiary PHT Partners, L.P. we currently have interests in the
Kingdom of Thailand. We also intend to commence significant operations in the
North Sea and we may expand international operations to other countries or
regions in the future. International operations are subject to political,
economic and other uncertainties, including:

                                       8
o  the risk of war, acts of terrorism, revolution, border disputes,
      expropriation, renegotiation or modification of existing contracts,
      import, export and transportation regulations and tariffs;

   o  taxation policies, including royalty and tax increases and retroactive tax
      claims;

   o  exchange controls, currency fluctuations and other uncertainties arising
      out of foreign government sovereignty over our international operations;

   o  laws and policies of the United States affecting foreign trade, taxation
      and investment; and

   o  the possibility of having to be subject to the exclusive jurisdiction of
      foreign courts in connection with legal disputes and the possible
      inability to subject foreign persons to the jurisdiction of courts in the
      United States.

Foreign countries have occasionally asserted rights to land, including oil and
gas properties, through border disputes. If a country claims superior rights to
oil and gas leases or concessions granted to us by another country, our
interests could be lost or decreased in value. Various regions of the world have
a history of political and economic instability. This instability could result
in new governments or the adoption of new policies that might assume a
substantially more hostile attitude toward foreign investment. In an extreme
case, such a change could result in termination of contract rights and
expropriation of foreign-owned assets. This could adversely affect our
interests. We will seek to manage these risks by, among other things,
concentrating international exploration efforts in areas where the Company
believes that the existing government is favorably disposed towards United
States exploration and production companies.

IF THE OPERATOR OF A PROSPECT IN WHICH WE PARTICIPATE DOES NOT MAINTAIN OR FAILS
TO OBTAIN ADEQUATE INSURANCE, OUR INTEREST IN SUCH PROSPECT COULD BE MATERIALLY
AND ADVERSELY AFFECTED.

Oil and gas operations are subject to particular hazards incident to the
drilling and production of oil and gas, such as blowouts, cratering, explosions,
uncontrollable flows of oil, gas or well fluids, fires and pollution and other
environmental risks. These hazards can cause personal injury and loss of life,
severe damage and destruction of property and equipment, pollution or
environmental damage and suspension of operations.

We are not currently an operator of oil and gas properties. In the projects in
which we own a non-operating interest directly or own an equity interest in a
limited partnership which in turn owns a non-operating interest, the operator
for the prospect maintains insurance of various types to cover our operations
with policy limits and retention liability customary in the industry. We believe
the coverage and types of insurance are adequate. The occurrence of a
significant adverse event that is not fully covered by insurance could result in
the loss of our total investment in a particular prospect which could have a
material adverse effect on our financial condition and results of operations.

                                       9
THE COST OF DECOMMISSIONING IS UNCERTAIN.

As a result of our business strategy, we may incur obligations to decommission
certain structures in the North Sea. To date there is little experience of
removing oil and gas structures in the North Sea. Fewer than 10% of the 400
structures put in place have been removed and these were small steel structures
and sub sea installations in the shallower waters of the Southern North Sea.
Certain groups have been set up to study issues relating to decommissioning and
how the costs will be borne. Because the experience is limited, it is difficult
to predict the costs of any future decommissions for which we might become
obligated.

OUR FAILURE TO COMPLY WITH ENVIRONMENTAL REGULATIONS COULD RESULT IN SIGNIFICANT
FINES AND/OR PENALTIES AND OUR COST OF COMPLIANCE WITH SUCH REGULATIONS COULD
RESULT IN LARGE EXPENSES, EITHER OF WHICH WOULD ADVERSELY AFFECT OUR OPERATIONS.

Our operations are subject to a variety of local, national and international
laws and regulations governing the discharge of materials into the environment
or otherwise relating to environmental protection. Significant fines and
penalties may be imposed for the failure to comply with environmental laws and
regulations. Some environmental laws provide for joint and several strict
liability for remediation of releases of hazardous substances, rendering a
person liable for environmental damage without regard to negligence or fault on
the part of such person. In addition, we may be subject to claims alleging
personal injury or property damage as a result of alleged exposure to hazardous
substances such as oil and gas related products.

Some environmental protection laws and regulations may expose us to liability
arising out of the conduct of operations or conditions caused by others, or for
acts which were in compliance with all applicable laws at the time the acts were
performed. Changes in the environmental laws and regulations, or claims for
damages to persons, property, natural resources or the environment, could result
in substantial costs and liabilities to us. Therefore, we may incur significant
environmental compliance costs in the future.

OUR FAILURE TO COMPLY WITH VARIOUS LEVELS OF GOVERNMENTAL REGULATIONS TO WHICH
WE ARE SUBJECT COULD RESULT IN SIGNIFICANT FINES AND/OR PENALTIES AND OUR COST
OF COMPLIANCE WITH SUCH REGULATIONS COULD RESULT IN LARGE EXPENSES, EITHER OF
WHICH WOULD ADVERSELY AFFECT OUR OPERATIONS.

Oil and gas exploration, development and production are subject to various types
of regulation by local and national governments. Regulations and laws affecting
the oil and gas industry are comprehensive and are under constant review for
amendment and expansion. These regulations and laws carry substantial penalties
for failure to comply.

                                       10
The regulatory burden on the oil and gas industry increases our cost of doing
business and, consequently, adversely affects our profitability.

WE ARE DEPENDENT ON OUR EXECUTIVE OFFICERS AND NEED TO ATTRACT AND RETAIN
ADDITIONAL QUALIFIED PERSONNEL.

Our future success depends in large part on the service of William L. Transier
and John N. Seitz, both of whom have substantial experience in the oil and gas
industry. If either were to resign it could have a material adverse effect on
our business, operating results and financial condition. While we have
employment agreements with each of Mr. Transier and Mr. Seitz, there can be no
assurance that such agreements will be enforceable in all circumstances, that we
will have the resources to enforce such agreements or that we will have the
ability to retain their services due to resignation or otherwise. Further, we do
not intend to maintain key-person life insurance on either Mr. Transier or Mr.
Seitz. Our future success also depends upon our ability to attract, assimilate
and retain highly qualified technical and other management personnel. There can
be no assurance that we will continue to attract, assimilate and retain key
personnel, and the failure to do so will have a material adverse effect on our
business, operating results and financial condition.

YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTERESTS DUE TO THE FUTURE
ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK.

We may in the future issue our previously authorized and unissued securities
which will result in the dilution of the ownership interests of our present
stockholders. We are currently authorized to issue 150,000,000 shares of common
stock and 5,308,074 shares of preferred stock with such designations,
preferences and rights as determined by our board of directors. As of October 5,
2004, we have 69,375,176 shares of common stock issued and outstanding, 19,714
shares of Series B Preferred Stock issued and outstanding, and outstanding
options and warrants to purchase an additional 6,335,000 shares of our common
stock. We also have additional shares available for grant under the Company's
2004 Incentive Plan. Issuance of these shares of common stock may substantially
dilute the ownership interests of our existing stockholders. The potential
issuance of such additional shares of common stock may create downward pressure
on the trading price of our common stock that in turn will require us to issue
additional shares to raise funds through sales of our securities. We may also
issue additional shares of our stock in connection with hiring and compensating
personnel, future acquisitions, future private placements of our securities for
capital raising purposes, or for other business purposes. This would further
dilute the interests of our existing stockholders.

WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We have never declared or paid a dividend on our common stock. We intend to
retain earnings, if any, for use in the operation and expansion of our business
and therefore do not anticipate paying any dividends in the foreseeable future.

                                       11
THE TRADING PRICE OF OUR COMMON STOCK MAY BE VOLATILE.

The trading price of our shares has from time to time fluctuated widely and in
the future may be subject to similar fluctuations. The trading price may be
affected by a number of factors, including the risk factors set forth herein, as
well as our operating results, financial condition, drilling activities, general
conditions in the oil and gas exploration and development industry, and other
events or factors. In recent years, broad stock market indices, in general, and
smaller capitalization companies, in particular, have experienced substantial
price fluctuations. In a volatile market, we may experience wide fluctuations in
the market price of our common stock. These fluctuations may have an extremely
negative effect on the market price of our common stock.

THERE IS A LIMITED MARKET FOR OUR COMMON STOCK.

Our common stock is trading on the American Stock Exchange. Historically, there
has not been an active trading market for significant volumes of our common
stock. We are not certain that an active trading market for significant volumes
of our common stock will develop, or if such a market develops, that it will be
sustained.

THE NUMBER OF SHARES OF OUR COMMON STOCK ELIGIBLE FOR CURRENT AND FUTURE SALE
COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR STOCK.

A significant number of shares of our common stock will become eligible for sale
for the first time pursuant to this prospectus. In addition, our previously
filed registration statement on Form S-3 covering the resale of up to 40,017,525
of our common shares was declared effective on September 17, 2004. Other shares
of common stock currently outstanding will become available for sale in the
future upon expiration of existing restrictions on sale or upon the filing of
registration statements. The availability for sale of these shares could
materially adversely affect the market price of our common stock.

IF WE ARE UNABLE TO FULFILL COMMITMENTS UNDER ANY OF OUR LICENSES, WE WILL LOSE
OUR INTEREST IN SUCH LICENSE WHICH WILL RESULT IN THE LOSS OF OUR ENTIRE
INVESTMENT IS SUCH LICENSE.

Our ability to retain licenses in which we obtain an interest will depend on our
ability to fulfill the commitments made with respect to each license. We cannot
assure you that we or the other participants in projects will have the financial
ability to fund the potential commitments.

                                       12
OUR OPERATIONS ARE EXTREMELY DEPENDENT ON OTHER COMPANIES AND OTHER SERVICE
PROVIDERS OVER WHICH WE HAVE NO CONTROL.

While we have certain exploration and operations personnel, we may also rely
upon the services of external geologists, geophysicists, engineers and other
scientists to assist in the exploration and analysis of our prospects to
determine a method in which the prospects may be developed in a cost-effective
manner. In addition, we rely upon the owners and operators of oil rigs and
drilling equipment to drill and develop our prospects to production. If any of
these relationships with third party service providers are terminated or are
unavailable on terms that are favorable to us, then we will not be able to
execute our business plan.

                                 USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of our common stock by
the selling stockholders under this prospectus.

                            THE SELLING STOCKHOLDERS

The selling stockholders may sell up to 8,531,250 shares of our common stock
pursuant to this prospectus (including up to 1,760,000 shares issuable upon the
exercise of outstanding options, up to 3,168,125 outstanding shares that are
restricted and subject to vesting before they may be sold, up to 28,051 shares
of common stock issued to our non-employee directors under the Plan in lieu of
compensation for services as a director, and up to 3,575,074 shares of our
common stock that may subsequently be issued to our affiliates pursuant to
future grants under the Plan). The following table sets forth certain
information known to us concerning each of the selling stockholders. The shares
are being registered to permit the selling stockholders to offer the shares for
resale from time to time. See "Plan of Distribution."
Number of                       Percentage
                                                           Shares of        Shares of       Shares of        of Shares
                                                         Common Stock        Common        Common Stock      of Common
                                                         Beneficially         Stock        Beneficially     Stock Owned
                                                         Owned Before        Offered       Owned Follow        After
Name                                                      Offering (1)      Hereby (1)     Offering (2)     Offering (2)
----                                                     -------------      ----------     -------------    ------------
William L. Transier (3)                                      6,093,750         750,000         5,343,750            7.8%
John N. Seitz (4)                                            6,093,750         750,000         5,343,750            7.8%
Bruce H. Stover (5)                                            837,500         987,500           250,000               *
Michael D. Cochran (6)                                         687,500         687,500           250,000               *
Ronald A. Bain (7)                                             556,250         506,250           250,000               *
H. Don Teague (8)                                              325,000         575,000                 -               *
13
Number of                       Percentage
                                                           Shares of        Shares of       Shares of        of Shares
                                                         Common Stock        Common        Common Stock      of Common
                                                         Beneficially         Stock        Beneficially     Stock Owned
                                                         Owned Before        Offered       Owned Follow        After
Name                                                      Offering (1)      Hereby (1)     Offering (2)     Offering (2)
----                                                     -------------      ----------     -------------    ------------
Robert K. Reeves (9)                                           193,750          18,750           175,000               *
John B. Connally III (10)                                      280,654          50,654           250,000               *
Andrew Cochran (11)                                            168,750         118,750            50,000               *
Robert L. Thompson (12)                                        150,000         250,000                 -               *
Barry J. Galt (13)                                              76,743          46,743            50,000               *
Nancy K. Quinn (14)                                             43,154          50,654            12,500               *
Fiona Goodfellow (15)                                           36,250          36,250                 -               *
Michael Neese (16)                                              35,125          35,125                 -               *
Catherine L. Stubbs (17)                                        33,000          33,000                 -               *
S. Lynn Willis (18)                                             39,025          27,500            11,525               *
Janice White (19)                                               15,000          15,000                 -               *
Debra Bearden (20)                                              10,000          10,000                 -               *
Aimee Stadtfeld (21)                                             7,500           7,500                 -               *
*    Less than 1%, based on 69,375,176 shares outstanding on October 5, 2004.

(1)  Ownership is determined as of October 5, 2004 and in accordance with Rule
     13d-3 under the Securities Exchange Act of 1934. The actual number of
     shares beneficially owned and offered for sale is subject to adjustment and
     could be materially less or more than the estimated amount indicated
     depending upon factors, which we cannot predict at this time.

(2)  Assumes all the shares offered hereby are sold to persons who are not
     affiliates of the selling stockholders and the selling stockholders sell no
     other shares they beneficially own.

(3)  Mr. Transier is the Co-Chief Executive Officer of the Company. Mr. Transier
     is the trustee of the Lighthouse Bypass Trust but has no economic interest
     in 12,500 shares owned by the Lighthouse Bypass Trust and disclaims
     beneficial ownership of such shares. The shares offered by Mr. Transier
     include 250,000 shares of restricted common stock that vest on January 1,
     2005, 250,000 shares of restricted common stock that vest one-third on each
     of January 1, 2005, January 1, 2006 and January 1, 2007, and 250,000 shares
     of common stock underlying stock options that vest one-third on each of
     January 1, 2005, January 1, 2006 and January 1, 2007. Pursuant to the terms
     of a lock-up agreement dated February 26, 2004, Mr. Transier has agreed to
     certain restrictions on the sale of shares beneficially owned by him for a
     one-year period.

(4)  Mr. Seitz is the Co-Chief Executive Officer of the Company. The shares
     offered by Mr. Seitz include 250,000 shares of restricted common stock that
     vest on January 1, 2005, 250,000 shares of restricted common stock that
     vest one-third on each of January 1, 2005, January 1, 2006 and January 1,
     2007, and 250,000 shares of common stock underlying stock options that vest
     one-third on each of January 1, 2005,

                                       14
January 1, 2006 and January 1, 2007. Pursuant to the terms of a lock-up
     agreement dated February 26, 2004, Mr. Seitz has agreed to certain
     restrictions on the sale of shares beneficially owned by him for a one-year
     period.

(5)  Mr. Stover is the Executive Vice President Operations and Business
     Development of the Company. The shares offered by Mr. Stover include 87,500
     shares of restricted common stock that vest on January 1, 2005, 500,000
     shares of restricted common stock that vest one-third on each of January 1,
     2005, January 1, 2006 and January 1, 2007, and 400,000 shares of common
     stock underlying stock options that vest one-third on each of January 1,
     2005, January 1, 2006 and January 1, 2007. Pursuant to the terms of a
     lock-up agreement dated February 26, 2004, Mr. Stover has agreed to certain
     restrictions on the sale of shares beneficially owned by him for a one-year
     period.

(6)  Michael D. Cochran is Executive Vice President Exploration of the Company.
     The shares offered by Michael D. Cochran include 87,500 shares of
     restricted common stock that vest on January 1, 2005, 350,000 shares of
     restricted common stock that vest one-third on each of January 1, 2005,
     January 1, 2006 and January 1, 2007, and 250,000 shares of common stock
     underlying stock options that vest one-third on each of January 1, 2005,
     January 1, 2006 and January 1, 2007. Pursuant to the terms of a lock-up
     agreement dated February 26, 2004, Mr. Cochran has agreed to certain
     restrictions on the sale of shares beneficially owned by him for a one-year
     period.

(7)  Mr. Bain is Vice President of Geosciences of the Company. The shares
     offered by Mr. Bain include 56,250 shares of restricted common stock that
     vest on January 1, 2005, 250,000 shares of restricted common stock that
     vest one-third on each of January 1, 2005, January 1, 2006 and January 1,
     2007, and 200,000 shares of common stock underlying stock options that vest
     one-third on each of January 1, 2005, January 1, 2006 and January 1, 2007.
     Pursuant to the terms of a lock-up agreement dated February 26, 2004, Mr.
     Bain has agreed to certain restrictions on the sale of shares beneficially
     owned by him for a one-year period.

(8)  Mr. Teague is Executive Vice President, Administration, General Counsel and
     Secretary of the Company. The shares offered by Mr. Teague include 75,000
     shares of restricted common stock that vest on January 1, 2005, 250,000
     shares of restricted common stock that vest one-third on each of January 1,
     2005, January 1, 2006 and January 1, 2007, and 250,000 shares of common
     stock underlying stock options that vest one-third on each of January 1,
     2005, January 1, 2006 and January 1, 2007.

(9)  Mr. Reeves was Executive Vice President, Administration, General Counsel
     and Secretary of the Company until March 2004. The shares offered by Mr.
     Reeves consist of 18,750 shares of restricted common stock that vest on
     January 1, 2005.

(10) Mr. Connally is a director of the Company. The shares offered by Mr.
     Connally include 20,000 shares of restricted common stock that vest on
     January 1, 2005 and 20,000 shares of common stock underlying stock options
     that vest one-third on each of January 1, 2005, January 1, 2006 and January
     1, 2007.

                                       15
(11) Andrew Cochran is Manager Exploration New Ventures of the Company. The
     shares offered by Andrew Cochran include 43,750 shares of restricted common
     stock that vest on January 1, 2005 and 75,000 shares of restricted common
     stock that vest one-third on each of January 1, 2005, January 1, 2006 and
     January 1, 2007.

(12) Mr. Thompson is Vice President, Chief Accounting Officer of the Company.
     The shares offered by Mr. Thompson include 50,000 shares of restricted
     common stock that vest on January 1, 2005, 100,000 shares of restricted
     common stock that vest one-third on each of January 1, 2005, January 1,
     2006 and January 1, 2007, and 100,000 shares of common stock underlying
     stock options that vest one-third on each of January 1, 2005, January 1,
     2006 and January 1, 2007.

(13) Mr. Galt is a director of the Company. The shares offered by Mr. Galt
     include 20,000 shares of restricted common stock that vest one-third on
     each of January 1, 2005, January 1, 2006 and January 1, 2007 and 20,000
     shares of common stock underlying stock options that vest one-third on each
     of January 1, 2005, January 1, 2006 and January 1, 2007.

(14) Ms. Quinn is a director of the Company. The shares offered by Ms. Quinn
     include 20,000 shares of restricted common stock that vest on January 1,
     2005 and 20,000 shares of common stock underlying stock options that vest
     one-third on each of January 1, 2005, January 1, 2006 and January 1, 2007.

(15) Ms. Goodfellow is Senior Geophysicist of the Company. The shares offered by
     Ms. Goodfellow include 30,000 shares of restricted common stock that vest
     on January 1, 2005 and 6,250 shares of restricted common stock that vest
     one-third on each of January 1, 2005, January 1, 2006 and January 1, 2007.

(16) Mr. Neese is Senior Geophysicist of the Company. The shares offered by Mr.
     Neese include 10,125 shares of restricted common stock that vest on January
     1, 2005 and 25,000 shares of restricted common stock that vest one-third on
     each of January 1, 2005, January 1, 2006 and January 1, 2007.

(17) Ms. Stubbs is Director of Financial Control and Assistant Secretary of the
     Company. The shares offered by Ms. Stubbs include 8,000 shares of
     restricted common stock that vest on January 1, 2005 and 25,000 shares of
     restricted common stock that vest one-third on each of January 1, 2005,
     January 1, 2006 and January 1, 2007.

(18) Ms. Willis is Director, Accounting & Financial Analysis of the Company. The
     shares offered by Ms. Willis include 12,500 shares of restricted common
     stock that vest on January 1, 2005 and 15,000 shares of restricted common
     stock that vest one-third on each of January 1, 2005, January 1, 2006 and
     January 1, 2007.

(19) Ms. White is a consultant providing services to the Company. The shares
     offered by Ms. White consist of 15,000 shares of restricted common stock
     that vest on January 1, 2005.

(20) Ms. Bearden is Executive Assistant of the Company. The shares offered by
     Ms. Bearden consist of 10,000 shares of restricted common stock that vest
     one-third on each of January 1, 2005, January 1, 2006 and January 1, 2007.

                                       16
(21) Ms. Stadtfeld is Executive Assistant of the Company. The shares offered by
     Ms. Stadtfeld consist of 7,500 shares of restricted common stock that vest
     one-third on each of January 1, 2005, January 1, 2006 and January 1, 2007.

Except as indicated above, no selling stockholder has within the past three
years had any position, office or other material relationship with the Company
or any of its predecessors or affiliates.

                              PLAN OF DISTRIBUTION

We will not receive any of the proceeds from the sale of the common stock by the
selling stockholders pursuant to this prospectus. The aggregate proceeds to the
selling stockholders from the sale of the common stock will be the purchase
price of the common stock less any discounts and commissions. A selling
stockholder reserves the right to accept and, together with its agents, to
reject, any proposed purchased of common stock to be made directly or through
agents. This prospectus covers the resale of shares of our common stock by the
selling stockholders. As used in this prospectus, "selling stockholders"
includes holders of shares of our common stock received from a selling
stockholder after the date of this prospectus and who received such shares by
gift or by other transfer by such selling stockholder to an immediate family
member of such stockholder, by will or through operation of the laws of descent
and distribution, and their respective administrators, guardians, receivers,
executors or other persons acting in a similar capacity.

The common stock may be sold from time to time to purchasers:

   o  directly by the selling stockholders and their successors, which includes
      their transferees, pledgees or donees or their successors; or
   o  through underwriters, broker-dealers or agents who may receive
      compensation in the form of discounts, concessions or commissions from the
      selling stockholders or the purchasers of the common stock. These
      discounts, concessions or commissions may be in excess of those customary
      in the types of transactions involved.

The selling stockholders and any underwriters, broker-dealers or agents who
participate in the distribution of the common stock may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933. As a result,
any profits on the sale of the common stock by selling stockholders and any
discounts, commissions or concessions received by any such broker-dealers or
agents may be deemed to be underwriting discounts, and "underwriters" within the
meaning of the Securities Act of 1933 will be subject to prospectus delivery
requirements of the Securities Act of 1933. If the selling stockholders are
deemed to be underwriters, the selling stockholders may be subject to certain
statutory liabilities, including, without limitation, liabilities under Sections
11, 12 and 17 of the Securities Act of 1933 and Rule 10b-5 under the Securities
Exchange Act of 1934. If the common stock is sold through underwriters,
broker-dealers or agents, the selling

                                       17
stockholders will be responsible for underwriting discounts or commissions or
agent's commissions.

The common stock may be sold in one or more transactions at:

   o  fixed prices;
   o  prevailing market prices at the time of sale;
   o  prices related to such prevailing market prices;
   o  varying prices determined at the time of sale; or
   o  negotiated prices.

These sales may be effected in transactions:

   o  on any national securities exchange or quotation service on which the
      common stock may be listed or quoted at the time of the sale;
   o  in the over-the-counter market;
   o  otherwise than on such exchanges or services or in the over-the-counter
      market;
   o  through the writing and exercise of options, whether such options are
      listed on an options exchange or otherwise; or
   o  through the settlement of short sales.

These transactions may include block transactions or crosses. Crosses are
transactions in which the same broker acts as an agent on both sides of the
trade.

In connection with the sales of the common stock or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers or other
financial institutions. These broker-dealers or other financial institutions may
in turn engage in short sales of the common stock in the course of hedging their
positions. The selling stockholders may also sell the common stock short and
deliver common stock to close out short positions, or loan or pledge common
stock to broker-dealers that in turn may sell the common stock.

Broker-dealers engaged by the selling stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

The selling stockholders may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock from time to time under
this prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus.

                                       18
To our knowledge, there are currently no plans, arrangements or understandings
between any selling stockholders and any underwriter, broker-dealer or agent
regarding the sale of the common stock.

At the time a particular offering is made, if required, a prospectus supplement
will be distributed, which will set forth the names of the selling stockholders,
the aggregate amount and type of securities being offered, the price at which
the securities are being sold and other material terms of the offering,
including the name or names of any underwriters, broker-dealers or agents, any
discounts, commissions and other terms constituting compensation from the
selling stockholders and any discounts, commissions or concessions allowed or
reallowed to paid broker-dealers.

We cannot be certain that any selling stockholder will sell any or all of the
common stock pursuant to this prospectus. Further, we cannot assure you that any
such selling stockholder will not transfer, devise or gift the common stock by
other means not described in this prospectus. In addition, any common stock
covered by this prospectus that qualifies for sale pursuant to Rule 144 of the
Securities Act of 1933 may be sold under Rule 144 rather than under this
prospectus. The common stock may be sold in some states only through registered
or licensed brokers or dealers. In addition, in some states the common stock may
not be sold unless it has been registered or qualified for sale or an exemption
from registration or qualification is available and complied with.

The selling stockholders and any other person participating in the sale of the
common stock will be subject to the Securities Exchange Act of 1934. The
Securities Exchange Act of 1934 rules include, without limitation, Regulation M,
which may limit the timing of purchases and sales of any of the common stock by
the selling stockholders and any other such person. In addition, Regulation M
may restrict the ability of any person engaged in the distribution of the common
stock and the ability of any person or entity to engage in market-making
activities with respect to the common stock.

We have agreed to indemnify the selling stockholders against certain
liabilities, including liabilities under the Securities Act of 1933.

We have agreed to pay substantially all expenses incidental to the registration,
offering and sale of the common stock to the public, other than commissions,
fees and discounts of underwriters, brokers, dealers and agents.

On February 26, 2004, William L. Transier, John N. Seitz, Bruce H. Stover,
Michael D. Cochran and Ronald A. Bain signed one-year lock-up agreements
covering each individual's respective shares of the Company's common stock.
These lock-up agreements impose certain restrictions on the sale of such shares
for a period of one year.

                                       19
LEGAL MATTERS

Certain legal matters in connection with the common stock offered hereby will be
passed on for us by Porter & Hedges, L.L.P., Houston, Texas. Any underwriters
will be advised about other issues relating to by offering by their own legal
counsel.

                                     EXPERTS

The consolidated financials statements of Endeavour International Corporation as
of December 31, 2003 and 2002, and for each of the years then ended and the
period from January 13, 2000 (Inception) through December 31, 2003, have been
incorporated herein by reference in reliance upon the report of L J Soldinger
and Associates LLC, independent certified public accountants, upon their
authority as experts in accounting and auditing.

Effective April 29, 2004, the Audit Committee of the Board of Directors approved
the engagement of KPMG LLP as the principal accountants to audit our financial
statements.

                                       20
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                 ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which have been previously filed by us with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
are incorporated herein by reference:

   1) Our annual report on Form 10-KSB for the fiscal year ended December 31,
      2003 (File No. 000-33439).
   2) Our quarterly reports on Form 10-Q for the quarters ended March 31, 2004
      (File No. 000-33439) and June 30, 2004 (File No. 001-32212).
   3) Our current reports on Form 8-K filed on February 27, 2004, March 1, 2004,
      May 4, 2004 (each, File No. 000-33439), July 12, 2004, August 25, 2004,
      September 14, 2004, September 21, 2004 (each, File No. 001-32212) and Form
      8-K/A filed on April 2, 2004 (File No. 000-33439). Our Form 8-K filed July
      12, 2004 contains restated audited financial statements for the years
      ended December 31, 2003 and 2002 and the period from January 13, 2000
      (Inception) through December 31, 2003 to reflect the adoption of the full
      cost method of accounting for oil and gas properties.
   4) The description of our common stock contained in our registration
      statement on Form 8-A filed on June 10, 2004, as amended by our amended
      registration statement on Form 8-A/A-1 filed on August 11, 2004 (File No.
      001-32212), and including any other amendments or reports filed for the
      purpose of updating such description.

All documents filed by us with the Securities and Exchange Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(excluding information in the documents that is deemed not to be filed)
subsequent to the filing date of this registration statement and prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing of each such document.

                        ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

                                       21
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Amended and Restated Articles of Incorporation provide that no
officer or director of the Company will be personally liable to the Company or
its stockholders for damages for breach of fiduciary duty as a director or
officer, other than (1) for acts or omissions that involve intentional
misconduct, fraud or knowing violations of law or (2) the unlawful payment of a
distribution. In addition, the Company's Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws provide that the Company will
indemnify the Company's officers and directors and advance related costs and
expenses incurred by our officers and directors to the fullest extent permitted
by Nevada law. In addition, the Company may also enter into agreements with any
officer or director and may obtain insurance indemnifying officers and directors
against certain liabilities incurred by them.

Nevada Revised Statutes ("NRS") Section 78.138 provides that a director or
officer will not be individually liable unless it is proven that (i) the
director's or officer's acts or omissions constituted a breach of his or her
fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or
a knowing violation of the law.

NRS Section 78.7502 permits a corporation to indemnify its directors and
officers against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with a threatened, pending or
completed action, suit or proceeding if the officer or director (i) is not
liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the
officer or director reasonably believed to be in or not opposed to the best
interests of the corporation and, if a criminal action or proceeding, had no
reasonable cause to believe the conduct of the officer or director was unlawful.

NRS Section 78.751 permits a Nevada corporation to indemnify its officers and
directors against expenses incurred by them in defending a civil or criminal
action, suit or proceeding as they are incurred and in advance of final
disposition thereof, upon receipt of an undertaking by or on behalf of the
officer or director to repay the amount if it is ultimately determined by a
court of competent jurisdiction that such officer or director is not entitled to
be indemnified by the corporation. NRS 78.751 further permits the corporation to
grant its directors and officers additional rights of indemnification under its
articles of incorporation or bylaws or otherwise. NRS 78.752 provides that a
Nevada corporation may purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, for any liability
asserted against him and liability and expenses incurred by him in his capacity
as a director, officer, employee or agent, or arising out of his status as such,
whether or not the corporation has the authority to indemnify him against such
liability and expenses.

                                       22
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Of the shares registered by this registration statement, 3,170,125 shares of our
restricted common stock were issued to certain directors, officers, employees
and consultants of the Company as inducement or incentive awards. Additionally,
28,051 shares of our common stock were issued to our non-employee directors in
lieu of compensation for services as directors. These grants were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

                                ITEM 8. EXHIBITS

Exhibit Number    Description of Exhibit
--------------    ----------------------
4.1               Endeavour International Corporation (f/k/a Continental
                  Southern Resources, Inc.) 2004 Incentive Plan (incorporated by
                  reference to Annex B to the Company's definitive proxy
                  statement filed July 21, 2004, File No. 001-32212).
4.2               Form of Restricted Stock Award Agreement (incorporated by
                  reference to Exhibit 10.39 to the Company's Form 10-KSB filed
                  March 30, 2004, File No. 000-33439).
5.1(*)            Opinion of Porter & Hedges, L.L.P. with respect to legality of
                  the securities, including consent.
23.1(*)           Consent of L J Soldinger Associates LLC.
23.2              Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
24.1              Power of Attorney (contained in signature page).

(*)  Filed herewith.

                              ITEM 9. UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes:

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

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

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if,

                                       23
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.

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

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the registrant pursuant to
          Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
          incorporated by reference in the registration statement.

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

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

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of the
     Securities Exchange Act of 1934) that is incorporated by reference in the
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the registrant pursuant to the 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.

                                       24
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 the 6th day of October,
2004.

Endeavour International Corporation

By:  /s/ Robert L. Thompson
   --------------------------------------------
     Robert L. Thompson
     Vice President, Chief Accounting Officer

                        POWER OF ATTORNEY AND SIGNATURES

Know all men by these presents, that each person whose signature appears below,
constitutes and appoints William L. Transier, John N. Seitz and Robert L.
Thompson, and each of them, our true and lawful attorneys-in-fact and agents,
with power to act with or without the others and with full power of substitution
and resubstitution, to do any and all acts and things and execute, in the name
of the undersigned, any and all instruments which said attorney-in-fact and
agents may deem necessary or advisable in order to enable Endeavour
International Corporation to comply with the Securities Act of 1933 and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing with the Securities and Exchange Commission of the
registration statement on Form S-8 under the Securities Act of 1933, including
specifically but without limitation, power and authority to sign the name of the
undersigned to such registration statement, and any amendments to such
registration statement (including post-effective amendments and additional
registration statements filed pursuant to Rule 462 of the Securities Act of
1933), and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, to sign any
and all applications, registration statements, notices or other documents
necessary or advisable to comply with applicable state securities laws, and to
file the same, together with other documents in connection therewith with the
appropriate state securities authorities, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and to perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

                                       25
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/ John N. Seitz                     Co-Chief Executive Officer          October 6, 2004
------------------------------------- and Director (Principal Executive
John N. Seitz                         Officer)

/s/ William L. Transier               Co-Chief Executive Officer          October 6, 2004
------------------------------------- and Director (Principal Executive
William L. Transier                   Officer)

/s/ Robert L. Thompson                Vice President, Chief               October 6, 2004
------------------------------------- Accounting Officer (Principal
Robert L. Thompson                    Accounting Officer)

/s/ John B. Connally III              Director                            October 6, 2004
-------------------------------------
John B. Connally III

/s/ Barry J. Galt                     Director                            October 6, 2004
-------------------------------------
Barry J. Galt

/s/ Nancy K. Quinn                    Director                            October 6, 2004
-------------------------------------
Nancy K. Quinn
26
EXHIBIT INDEX

Exhibit Number    Description of Exhibit
--------------    ----------------------
4.1               Endeavour International Corporation (f/k/a Continental
                  Southern Resources, Inc.) 2004 Incentive Plan (incorporated by
                  reference to Annex B to the Company's definitive proxy
                  statement filed July 21, 2004, File No. 001-32212).

4.2               Form of Restricted Stock Award Agreement (incorporated by
                  reference to Exhibit 10.39 to the Company's Form 10-KSB filed
                  March 30, 2004, File No. 000-33439).

5.1(*)            Opinion of Porter & Hedges, L.L.P. with respect to legality of
                  the securities, including consent.

23.1(*)           Consent of L J Soldinger Associates LLC.

23.2              Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).

24.1              Power of Attorney (contained in signature page).

(*)  Filed herewith.