<PAGE>   1


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2001

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

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

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

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

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


                         THE HOUSTON EXPLORATION COMPANY
                               401(k) PLAN & TRUST
                            (Full title of the plan)


                              JAMES F. WESTMORELAND
             VICE PRESIDENT, CHIEF ACCOUNTING OFFICER AND SECRETARY

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

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
                                                                 PROPOSED
                                                                  MAXIMUM        PROPOSED MAXIMUM
                                              AMOUNT TO BE     OFFERING PRICE   AGGREGATE OFFERING      AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED        REGISTERED(1)(2)    PER SHARE(3)         PRICE(3)        REGISTRATION FEE
------------------------------------        ----------------   --------------   ------------------   ----------------
<S>                                         <C>                <C>              <C>                  <C>

Common Stock, par value $0.01 per share         1,000,000          $31.25           $ 31,250,000          $ 7,813.00
======================================================================================================================
</TABLE>

(1)     Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
        this registration statement shall cover any additional securities issued
        to prevent dilution resulting from stock splits, stock dividends or
        similar transactions.

(2)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
        as amended, this registration statement also covers an indeterminate
        amount of plan interests to be offered or sold pursuant to The Houston
        Exploration Company 401(k) Plan and Trust. In accordance with Rule 457
        (h)(2), no separate fee calculations are made for plan interests.

(3)     Estimated solely for the purpose of calculating the registration fee),
        based upon the average of the high and low prices of a share of Houston
        Exploration's common stock as reported on the New York Stock Exchange on
        April 23, 2001 (which is within 5 days of filing this registration
        statement) pursuant to Rule 457(c) and Rule 457(h) under the Securities
        Act of 1933, as amended.


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

<PAGE>   2


                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

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

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this registration statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428 (b) or
additional information about The Houston Exploration Company 401(k) Plan & Trust
are available without charge by contacting:

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Houston Exploration Company and The Houston Exploration Company
401(k) Plan and Trust incorporate herein by reference in this registration
statement the following documents filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended:

               (a)  Houston Exploration's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 2000; and

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

         All documents filed by Houston Exploration or the Plan pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment 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 in this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded for purposes of the registration
statement and the prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the registration statement or the
prospectus.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or



                                      -2-
<PAGE>   3



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

         Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
made to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.

         Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.

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

               "(a) No person who is or was a director of the Corporation shall
               be personally liable to the Corporation or its stockholders for
               monetary damages for breach of fiduciary duty as a director,
               except for liability (i) for any breach of the director's duty of
               loyalty to the Corporation or its stockholders, (ii) for acts or
               omissions not in good faith or which involve intentional
               misconduct or a knowing violation of law, (iii) under Section 174
               of the DGCL or (iv) for any transactions from which the director
               derived an improper personal benefit.

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

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



                                      -3-
<PAGE>   4



ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         The information required by Item 7 is not applicable to this
registration statement because the class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 8. EXHIBITS

         This registrant herby undertakes that the registrant will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.

Exhibit
Number            Description
-------           --------------------------------------------------------------

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

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

  +4.3            Registration Rights Agreement dated as of July 2, 1996 between
                  The Houston Exploration Company and THEC Holdings Corp. (filed
                  as Exhibit 10.13 to the Company's Registration Statement on
                  Form S-1 (Registration No. 333-4437) and incorporated by
                  reference herein).

  +4.4            Registration Rights Agreement between The Houston Exploration
                  Company and Smith Offshore Exploration Company (filed as
                  Exhibit 10.15 to the Company's Registration Statement on Form
                  S-1 (Registration No. 333-4437) and incorporated by reference
                  herein).

  +4.5            Registration Rights Agreement dated as of September 25, 1996
                  between The Houston Exploration Company and James G. Floyd
                  (filed as Exhibit 10.22 to the Company's Registration
                  Statement on Form S-1 (Registration No. 333-4437) and
                  incorporated by reference herein).

  +4.6            Supplemental Executive Pension Plan (filed as Exhibit 10.23 to
                  the Company's Registration Statement on Form S-1 (Registration
                  No. 333-4437) and incorporated by reference herein).

  +4.7            Form of Letter Agreement from The Houston Exploration Company
                  to each of Thomas W. Powers, Charles W. Adcock, James F.
                  Westmoreland and Thomas E. Schwartz evidencing grants of
                  Phantom Stock Rights effective as of December 16, 1996 (filed
                  as Exhibit 10.27 to the Company's Annual Report on Form 10-K
                  for the year ended December 31, 1996 (File No. 001-11899) and
                  incorporated by reference herein).

  +4.8            Deferred Compensation Plan for Non-Employee Directors (filed
                  as Exhibit 10.24 to the Company's Annual Report on Form 10-K
                  for the year ended December 31, 1997 (File No. 001-11899) and
                  incorporated by reference herein).

  +4.9            Indenture, dated as of March 2, 1998, between The Houston
                  Exploration Company and The Bank of New York, as Trustee, with
                  respect to the 85/8% Senior Subordinated Notes Due 2008
                  (including form of 85/8% Senior Subordinated Note Due 2008)
                  (incorporated by reference to Exhibit 4.1 to the Company's
                  Registration Statement on Form S-4 (No. 333-50235)).

  +4.10           Amended and Restated 1996 Stock Option Plan (filed as Exhibit
                  10.1 to the Company's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 1998 (File No. 001-11899) and
                  incorporated by reference herein).


                                      -4-
<PAGE>   5



  +4.11           1999 Non-Qualified Stock Option Plan dated October 26, 1999
                  (filed as Exhibit 10.24 to the Company's Annual Report on Form
                  10-K for the year ended December 31, 1999 File No. 001-11899)
                  and incorporated by reference herein).

  +4.12           Change of Control Plan dated October 26, 1999 (filed as
                  Exhibit 10.25 to the Company's Annual Report on Form 10-K for
                  the year ended December 31, 1999 File No. 001-11899) and
                  incorporated by reference herein).

  *  5.1          Opinion of Andrews & Kurth L.L.P. with respect to legality of
                  the securities.

  *23.1           Consent of Arthur Andersen LLP.

  *23.2           Consent of Netherland, Sewell & Associates.

  *23.3           Consent of Miller and Lents.

  *23.4           Consent of Andrews & Kurth L.L.P. (included as part of Exhibit
                  5.1).

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

  *99.1           The Houston Exploration Company 401(k) Plan & Trust Plan
                  Document.

----------

+ Incorporated by reference.

* 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;

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.

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

               Provided, however, that paragraphs (a)(1)(i) and (a)1(ii) of this
Item 9 do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

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

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

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the



                                      -5-
<PAGE>   6


Exchange Act (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 of the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.





                                      -6-
<PAGE>   7


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 26th day of April,
2001.

                                       The Houston Exploration Company
                                       (Registrant)


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

















                                      -7-
<PAGE>   8
                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of The Houston Exploration Company hereby constitutes and appoints
William G. Hargett and James F. Westmoreland, and each of them (with full power
to each of them to act alone), his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file this
registration statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the same, as fully to
all intents and purposes as he himself might or could do if personally present,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done.

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

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

/s/ William G. Hargett           President, Chief Executive Officer and Director   April 26, 2001
----------------------------     (Principal Executive Officer)
William G. Hargett

/s/ Thomas W. Powers             Senior Vice President, Chief Financial            April 26, 2001
----------------------------     Officer and Treasurer (Principal
Thomas W. Powers                 Financial Officer)

/s/ James F. Westmoreland        Vice President, Chief Accounting Officer,         April 26, 2001
----------------------------     Comptroller and Secretary (Principal
James F. Westmoreland            Accounting Officer)

/s/ Robert B. Catell             Chairman of the Board of Directors                April 26, 2001
----------------------------
Robert B. Catell

/s/ Gordon F. Ahalt              Director                                          April 26, 2001
----------------------------
Gordon F. Ahalt

/s/ David G. Elkins              Director                                          April 26, 2001
----------------------------
David G. Elkins

/s/ Russell D. Gordy             Director                                          April 26, 2001
----------------------------
Russell D. Gordy

/s/ Gerald Luterman              Director                                          April 26, 2001
----------------------------
Gerald Luterman

/s/ Craig G. Matthews            Director                                          April 26, 2001
----------------------------
Craig G. Matthews

/s/ H. Neil Nichols              Director                                          April 25, 2001
----------------------------
H. Neil Nichols

/s/ James Q. Riordan             Director                                          April 26, 2001
----------------------------
James Q. Riordan

/s/ Donald C. Vaughn             Director                                          April 24, 2001
----------------------------
Donald C. Vaughn
</TABLE>


<PAGE>   9


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
trustees or other persons who administer The Houston Exploration Company 401(k)
Plan and Trust have 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 April 26, 2001.

                        The Houston Exploration Company 401(k) Plan and Trust

                        By: /s/ James F. Westmoreland
                            -------------------------------------------------
                            James F. Westmoreland
                            Plan Administrator











<PAGE>   10


                                 EXHIBIT INDEX

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

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

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

+4.3              Registration Rights Agreement dated as of July 2, 1996 between
                  The Houston Exploration Company and THEC Holdings Corp. (filed
                  as Exhibit 10.13 to the Company's Registration Statement on
                  Form S-1 (Registration No. 333-4437) and incorporated by
                  reference herein).

+4.4              Registration Rights Agreement between The Houston Exploration
                  Company and Smith Offshore Exploration Company (filed as
                  Exhibit 10.15 to the Company's Registration Statement on Form
                  S-1 (Registration No. 333-4437) and incorporated by reference
                  herein).

+4.5              Registration Rights Agreement dated as of September 25, 1996
                  between The Houston Exploration Company and James G. Floyd
                  (filed as Exhibit 10.22 to the Company's Registration
                  Statement on Form S-1 (Registration No. 333-4437) and
                  incorporated by reference herein).

+4.6              Supplemental Executive Pension Plan (filed as Exhibit 10.23 to
                  the Company's Registration Statement on Form S-1 (Registration
                  No. 333-4437) and incorporated by reference herein).

+4.7              Form of Letter Agreement from The Houston Exploration Company
                  to each of Thomas W. Powers, Charles W. Adcock, James F.
                  Westmoreland and Thomas E. Schwartz evidencing grants of
                  Phantom Stock Rights effective as of December 16, 1996 (filed
                  as Exhibit 10.27 to the Company's Annual Report on Form 10-K
                  for the year ended December 31, 1996 (File No. 001-11899) and
                  incorporated by reference herein).

+4.8              Deferred Compensation Plan for Non-Employee Directors (filed
                  as Exhibit 10.24 to the Company's Annual Report on Form 10-K
                  for the year ended December 31, 1997 (File No. 001-11899) and
                  incorporated by reference herein).

+4.9              Indenture, dated as of March 2, 1998, between The Houston
                  Exploration Company and The Bank of New York, as Trustee, with
                  respect to the 85/8% Senior Subordinated Notes Due 2008
                  (including form of 85/8% Senior Subordinated Note Due 2008)
                  (incorporated by reference to Exhibit 4.1 to the Company's
                  Registration Statement on Form S-4 (No. 333-50235)).

+4.10             Amended and Restated 1996 Stock Option Plan (filed as Exhibit
                  10.1 to the Company's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 1998 (File No. 001-11899) and
                  incorporated by reference herein).

+4.11             1999 Non-Qualified Stock Option Plan dated October 26, 1999
                  (filed as Exhibit 10.24 to the Company's Annual Report on Form
                  10-K for the year ended December 31, 1999 File No. 001-11899)
                  and incorporated by reference herein).
</TABLE>


<PAGE>   11




<TABLE>
<S>               <C>
+4.12             Change of Control Plan dated October 26, 1999 (filed as
                  Exhibit 10.25 to the Company's Annual Report on Form 10-K for
                  the year ended December 31, 1999 File No. 001-11899) and
                  incorporated by reference herein).

* 5.1             Opinion of Andrews & Kurth L.L.P. with respect to legality of
                  the securities.

*23.1             Consent of Arthur Andersen LLP.

*23.2             Consent of Netherland, Sewell & Associates.

*23.3             Consent of Miller and Lents.

*23.4             Consent of Andrews & Kurth L.L.P. (included as part of Exhibit
                  5.1).

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

*99.1             The Houston Exploration Company 401(k) Plan & Trust Plan
                  Document.
</TABLE>

----------

+Incorporated by reference.

*Filed herewith.
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1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2001

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

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

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

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

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

                         THE HOUSTON EXPLORATION COMPANY
                               401(k) PLAN & TRUST
                            (Full title of the plan)

                              JAMES F. WESTMORELAND
             VICE PRESIDENT, CHIEF ACCOUNTING OFFICER AND SECRETARY

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

                                   ----------

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                                 PROPOSED
                                                                  MAXIMUM        PROPOSED MAXIMUM
                                              AMOUNT TO BE     OFFERING PRICE   AGGREGATE OFFERING      AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED        REGISTERED(1)(2)    PER SHARE(3)         PRICE(3)        REGISTRATION FEE
------------------------------------        ----------------   --------------   ------------------   ----------------
Common Stock, par value $0.01 per share         1,000,000          $31.25           $ 31,250,000          $ 7,813.00
======================================================================================================================
(1)     Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
        this registration statement shall cover any additional securities issued
        to prevent dilution resulting from stock splits, stock dividends or
        similar transactions.

(2)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
        as amended, this registration statement also covers an indeterminate
        amount of plan interests to be offered or sold pursuant to The Houston
        Exploration Company 401(k) Plan and Trust. In accordance with Rule 457
        (h)(2), no separate fee calculations are made for plan interests.

(3)     Estimated solely for the purpose of calculating the registration fee),
        based upon the average of the high and low prices of a share of Houston
        Exploration's common stock as reported on the New York Stock Exchange on
        April 23, 2001 (which is within 5 days of filing this registration
        statement) pursuant to Rule 457(c) and Rule 457(h) under the Securities
        Act of 1933, as amended.

================================================================================
2

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

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

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this registration statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428 (b) or
additional information about The Houston Exploration Company 401(k) Plan & Trust
are available without charge by contacting:

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Houston Exploration Company and The Houston Exploration Company
401(k) Plan and Trust incorporate herein by reference in this registration
statement the following documents filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended:

               (a)  Houston Exploration's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 2000; and

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

         All documents filed by Houston Exploration or the Plan pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment 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 in this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded for purposes of the registration
statement and the prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the registration statement or the
prospectus.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or

                                      -2-
3

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

         Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
made to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.

         Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.

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

               "(a) No person who is or was a director of the Corporation shall
               be personally liable to the Corporation or its stockholders for
               monetary damages for breach of fiduciary duty as a director,
               except for liability (i) for any breach of the director's duty of
               loyalty to the Corporation or its stockholders, (ii) for acts or
               omissions not in good faith or which involve intentional
               misconduct or a knowing violation of law, (iii) under Section 174
               of the DGCL or (iv) for any transactions from which the director
               derived an improper personal benefit.

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

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

                                      -3-
4

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         The information required by Item 7 is not applicable to this
registration statement because the class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 8. EXHIBITS

         This registrant herby undertakes that the registrant will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.

Exhibit
Number            Description
-------           --------------------------------------------------------------

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

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

  +4.3            Registration Rights Agreement dated as of July 2, 1996 between
                  The Houston Exploration Company and THEC Holdings Corp. (filed
                  as Exhibit 10.13 to the Company's Registration Statement on
                  Form S-1 (Registration No. 333-4437) and incorporated by
                  reference herein).

  +4.4            Registration Rights Agreement between The Houston Exploration
                  Company and Smith Offshore Exploration Company (filed as
                  Exhibit 10.15 to the Company's Registration Statement on Form
                  S-1 (Registration No. 333-4437) and incorporated by reference
                  herein).

  +4.5            Registration Rights Agreement dated as of September 25, 1996
                  between The Houston Exploration Company and James G. Floyd
                  (filed as Exhibit 10.22 to the Company's Registration
                  Statement on Form S-1 (Registration No. 333-4437) and
                  incorporated by reference herein).

  +4.6            Supplemental Executive Pension Plan (filed as Exhibit 10.23 to
                  the Company's Registration Statement on Form S-1 (Registration
                  No. 333-4437) and incorporated by reference herein).

  +4.7            Form of Letter Agreement from The Houston Exploration Company
                  to each of Thomas W. Powers, Charles W. Adcock, James F.
                  Westmoreland and Thomas E. Schwartz evidencing grants of
                  Phantom Stock Rights effective as of December 16, 1996 (filed
                  as Exhibit 10.27 to the Company's Annual Report on Form 10-K
                  for the year ended December 31, 1996 (File No. 001-11899) and
                  incorporated by reference herein).

  +4.8            Deferred Compensation Plan for Non-Employee Directors (filed
                  as Exhibit 10.24 to the Company's Annual Report on Form 10-K
                  for the year ended December 31, 1997 (File No. 001-11899) and
                  incorporated by reference herein).

  +4.9            Indenture, dated as of March 2, 1998, between The Houston
                  Exploration Company and The Bank of New York, as Trustee, with
                  respect to the 85/8% Senior Subordinated Notes Due 2008
                  (including form of 85/8% Senior Subordinated Note Due 2008)
                  (incorporated by reference to Exhibit 4.1 to the Company's
                  Registration Statement on Form S-4 (No. 333-50235)).

  +4.10           Amended and Restated 1996 Stock Option Plan (filed as Exhibit
                  10.1 to the Company's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 1998 (File No. 001-11899) and
                  incorporated by reference herein).

                                      -4-
5

  +4.11           1999 Non-Qualified Stock Option Plan dated October 26, 1999
                  (filed as Exhibit 10.24 to the Company's Annual Report on Form
                  10-K for the year ended December 31, 1999 File No. 001-11899)
                  and incorporated by reference herein).

  +4.12           Change of Control Plan dated October 26, 1999 (filed as
                  Exhibit 10.25 to the Company's Annual Report on Form 10-K for
                  the year ended December 31, 1999 File No. 001-11899) and
                  incorporated by reference herein).

  *  5.1          Opinion of Andrews & Kurth L.L.P. with respect to legality of
                  the securities.

  *23.1           Consent of Arthur Andersen LLP.

  *23.2           Consent of Netherland, Sewell & Associates.

  *23.3           Consent of Miller and Lents.

  *23.4           Consent of Andrews & Kurth L.L.P. (included as part of Exhibit
                  5.1).

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

  *99.1           The Houston Exploration Company 401(k) Plan & Trust Plan
                  Document.

----------

+ Incorporated by reference.

* 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;

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.

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

               Provided, however, that paragraphs (a)(1)(i) and (a)1(ii) of this
Item 9 do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

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

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

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the

                                      -5-
6

Exchange Act (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 of the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -6-
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 26th day of April,
2001.

                                       The Houston Exploration Company
                                       (Registrant)

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

                                      -7-
8
                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of The Houston Exploration Company hereby constitutes and appoints
William G. Hargett and James F. Westmoreland, and each of them (with full power
to each of them to act alone), his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file this
registration statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the same, as fully to
all intents and purposes as he himself might or could do if personally present,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                  Title                               Date
         ---------                                  -----                               ----
/s/ William G. Hargett           President, Chief Executive Officer and Director   April 26, 2001
----------------------------     (Principal Executive Officer)
William G. Hargett

/s/ Thomas W. Powers             Senior Vice President, Chief Financial            April 26, 2001
----------------------------     Officer and Treasurer (Principal
Thomas W. Powers                 Financial Officer)

/s/ James F. Westmoreland        Vice President, Chief Accounting Officer,         April 26, 2001
----------------------------     Comptroller and Secretary (Principal
James F. Westmoreland            Accounting Officer)

/s/ Robert B. Catell             Chairman of the Board of Directors                April 26, 2001
----------------------------
Robert B. Catell

/s/ Gordon F. Ahalt              Director                                          April 26, 2001
----------------------------
Gordon F. Ahalt

/s/ David G. Elkins              Director                                          April 26, 2001
----------------------------
David G. Elkins

/s/ Russell D. Gordy             Director                                          April 26, 2001
----------------------------
Russell D. Gordy

/s/ Gerald Luterman              Director                                          April 26, 2001
----------------------------
Gerald Luterman

/s/ Craig G. Matthews            Director                                          April 26, 2001
----------------------------
Craig G. Matthews

/s/ H. Neil Nichols              Director                                          April 25, 2001
----------------------------
H. Neil Nichols

/s/ James Q. Riordan             Director                                          April 26, 2001
----------------------------
James Q. Riordan

/s/ Donald C. Vaughn             Director                                          April 24, 2001
----------------------------
Donald C. Vaughn
9

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
trustees or other persons who administer The Houston Exploration Company 401(k)
Plan and Trust have 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 April 26, 2001.

                        The Houston Exploration Company 401(k) Plan and Trust

                        By: /s/ James F. Westmoreland
                            -------------------------------------------------
                            James F. Westmoreland
                            Plan Administrator
10

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

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

+4.3              Registration Rights Agreement dated as of July 2, 1996 between
                  The Houston Exploration Company and THEC Holdings Corp. (filed
                  as Exhibit 10.13 to the Company's Registration Statement on
                  Form S-1 (Registration No. 333-4437) and incorporated by
                  reference herein).

+4.4              Registration Rights Agreement between The Houston Exploration
                  Company and Smith Offshore Exploration Company (filed as
                  Exhibit 10.15 to the Company's Registration Statement on Form
                  S-1 (Registration No. 333-4437) and incorporated by reference
                  herein).

+4.5              Registration Rights Agreement dated as of September 25, 1996
                  between The Houston Exploration Company and James G. Floyd
                  (filed as Exhibit 10.22 to the Company's Registration
                  Statement on Form S-1 (Registration No. 333-4437) and
                  incorporated by reference herein).

+4.6              Supplemental Executive Pension Plan (filed as Exhibit 10.23 to
                  the Company's Registration Statement on Form S-1 (Registration
                  No. 333-4437) and incorporated by reference herein).

+4.7              Form of Letter Agreement from The Houston Exploration Company
                  to each of Thomas W. Powers, Charles W. Adcock, James F.
                  Westmoreland and Thomas E. Schwartz evidencing grants of
                  Phantom Stock Rights effective as of December 16, 1996 (filed
                  as Exhibit 10.27 to the Company's Annual Report on Form 10-K
                  for the year ended December 31, 1996 (File No. 001-11899) and
                  incorporated by reference herein).

+4.8              Deferred Compensation Plan for Non-Employee Directors (filed
                  as Exhibit 10.24 to the Company's Annual Report on Form 10-K
                  for the year ended December 31, 1997 (File No. 001-11899) and
                  incorporated by reference herein).

+4.9              Indenture, dated as of March 2, 1998, between The Houston
                  Exploration Company and The Bank of New York, as Trustee, with
                  respect to the 85/8% Senior Subordinated Notes Due 2008
                  (including form of 85/8% Senior Subordinated Note Due 2008)
                  (incorporated by reference to Exhibit 4.1 to the Company's
                  Registration Statement on Form S-4 (No. 333-50235)).

+4.10             Amended and Restated 1996 Stock Option Plan (filed as Exhibit
                  10.1 to the Company's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 1998 (File No. 001-11899) and
                  incorporated by reference herein).

+4.11             1999 Non-Qualified Stock Option Plan dated October 26, 1999
                  (filed as Exhibit 10.24 to the Company's Annual Report on Form
                  10-K for the year ended December 31, 1999 File No. 001-11899)
                  and incorporated by reference herein).
11
+4.12             Change of Control Plan dated October 26, 1999 (filed as
                  Exhibit 10.25 to the Company's Annual Report on Form 10-K for
                  the year ended December 31, 1999 File No. 001-11899) and
                  incorporated by reference herein).

* 5.1             Opinion of Andrews & Kurth L.L.P. with respect to legality of
                  the securities.

*23.1             Consent of Arthur Andersen LLP.

*23.2             Consent of Netherland, Sewell & Associates.

*23.3             Consent of Miller and Lents.

*23.4             Consent of Andrews & Kurth L.L.P. (included as part of Exhibit
                  5.1).

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

*99.1             The Houston Exploration Company 401(k) Plan & Trust Plan
                  Document.
----------

+Incorporated by reference.

*Filed herewith.