As filed with the Securities and Exchange Commission on January 11, 2006

                      Registration No. __________________


                United States Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form S-8

                             Registration Statement
                                     Under
                           The Securities Act of 1933

                           HYPERDYNAMICS CORPORATION
             (Exact Name of Registrant as specified in its charter)

             Delaware                                           87-0400335
(State  or  Other  Jurisdiction  of                         (I.R.S.  Employer
  Incorporation  or  Organization)                       Identification  Number)

                            HYPERDYNAMICS CORPORATION
                           9700 Bissonnet, Suite 1700
                              Houston, Texas 77036
                              voice: (713) 353-9400
                               fax: (713) 353-9421
        (Address and telephone number of principal executive offices and
                          principal place of business)

                     Stock and Stock Option Plan, As Amended
                            (Full Title of the Plan)


                          Kent Watts, CEO and President
                            HYPERDYNAMICS CORPORATION
                           9700 Bissonnet, Suite 1700
                              Houston, Texas 77036
                voice: (713) 353-9400        fax: (713) 353-9421
                  (Name, address, including zip code, and telephone number
                   including area code, of agent for service)

                                 With a Copy to:
                               Joel Seidner, Esq.
                             1240 Blalock, Suite 250
                              Houston, Texas 77055
                         voice: (713) 461-2627 ext. 210
                               fax: (713) 461-2633

<TABLE>
<CAPTION>


Calculation  Of  Registration  Fee
===============================================================================
<S>                  <C>                <C>          <C>         <C>

                                        Proposed     Proposed
                                         Maximum      Maximum
                                        Offering     Aggregate     Amount of
Title of Securities    Amount to be     Price Per    Offering    Registration
to be Registered        Registered      Share (1)      Price          Fee
-------------------------------------------------------------------------------


Common Stock,        4,120,000 shares  $2.07       $8,528,400      $913.00
par value $0.001,
to be issued upon
grant of stock
from the
Stock and
Stock Option Plan

<FN>


(1)     The  Proposed  Maximum Offering Price Per Share was computed pursuant to
Rule  457  under  the  Securities Act of 1933, as amended (the "Securities Act")
solely for the purpose of calculating the registration fee. Computation is based
on  the  closing  price  of  the common stock on the Amex under the stock symbol
"HDY'  on  January  9,  2006.
</TABLE>

<PAGE>

                                    PART  II

               INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

Item  3.     Incorporation  of  Documents  by  Reference.

      There  are  hereby  incorporated  by  reference  into  this  Registration
Statement  the  following  documents  and  information heretofore filed with the
Securities  and  Exchange  Commission  (the  "Commission")  by  HYPERDYNAMICS
CORPORATION  (the  "Registrant"):

1.     The  Registrant's  Annual  Report  on Form 10-KSB for the year ended June
30,  2005,  filed  pursuant  to  Section 13(a) of the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act").

2.     All other reports filed pursuant to Section 1(a) or 15(d) of the Exchange
Act  since  the end of our last fiscal year which are Form 10-Q, as amended, for
the  quarter ended September 30, 2005; and Form 8-Ks filed July 29, 2005, August
8,  2005,  September  16,  2005,  and  November  3,  2005.

3.     The description of our securities contained in the Registrant's Form SB-2
filed  February  5,  2000,  and  Form  8-K  filed  June  15,  2001.


     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and  15(d) of the Exchange Act after the date of this Registration Statement and
prior  to  the  filing  of  a  post-effective amendment which indicates that all
securities  offered  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 part hereof from the date of filing of such
documents.

Item  4.     Description  of  Securities.

     Not  applicable

Item  5.     Interests  of  Named  Experts  and  Counsel.

                Joel  Seidner,  Esq.,  Attorney At Law, 1240 Blalock Road, Suite
250,  Houston, Texas 77055, tel. (713) 461-2627 ext. 210, has acted as our legal
counsel for this offering. The validity of the shares offered by this prospectus
has  been  passed  upon  for  us  by  Mr.  Seidner.

                Our  consolidated  balance  sheets as of June 30, 2005 and 2004,
and  the  consolidated statements of operations, stockholders' deficit, and cash
flows,  for  each of the three years in the period ended June 30, 2005 have been
incorporated by reference to our Form 10-KSB in reliance on the report of Malone
&  Bailey,  PC, independent certified public accountants, given on the authority
of  that  firm  as  experts  in  auditing  and  accounting.

Item  6.     Indemnification  of  Directors  and  Officers.

The  Delaware  General  Corporation  Law  provides  that  we  will indemnify our
directors and officers if they are a party to any civil or criminal action. This
may  discourage  claimants from making claims against the directors and officers
even  if  the  claims  have  merit.  The  cost of indemnification could be high.

                Insofar  as  indemnification  for  liabilities arising under the
Securities  Act  may  be  permitted  to  our directors, officers and controlling
persons  pursuant  to the foregoing provisions, we have been advised that in the
opinion  of  the  Securities  and  Exchange  Commission, such indemnification is
against  public  policy  as  expressed  in  the  Securities Act and is therefore
unenforceable.


Item  7.     Exemption  from  Registration  Claimed.

     Not  applicable.

Item  8.     Exhibits.

<TABLE>
<CAPTION>

<S>                    <C>

Exhibit Number               Exhibit Name

     4.1               Stock and Stock Option Plan, as amended.

     5.1               Opinion  of  Counsel  with respect to the legality of the
                       securities  being  registered.

     23.1              Consent of Counsel (contained in Exhibit 5.1).

     23.2              Consent of Malone & Bailey, PC.
</TABLE>

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, in
          the  aggregate, the changes in volume and price represent no more than
          20%  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) of this
          section  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  with  or furnished to the Commission 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. Provided however, That:

          A.   Paragraphs  (a)(1)(i)  and  (a)(1)(ii)  of  this  section  do not
               apply  if  the  registration  statement  is  on Form S-8, and the
               information required to be included in a post-effective amendment
               by  those  paragraphs  is  contained  in  reports  filed  with or
               furnished to the Commission 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; and

          B.   Paragraphs  (a)(1)(i),  (a)(1)(ii)  and  (a)(1)(iii)  of  this
               section do not apply if the registration statement is on Form S-3
               or  Form  F-3  and  the  information required to be included in a
               post-effective  amendment  by  those  paragraphs  is contained in
               reports  filed  with  or  furnished  to  the  Commission  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, or is contained in a
               form  of prospectus filed pursuant to Rule 424(b) that is part of
               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.

4.   That,  for  the  purpose  of  determining  liability  under  the Securities
     Act of 1933 to any purchaser:

          i.   If  the  registrant  is  relying  on Rule 430B (?230.430B of this
               chapter):

               A.   Each  prospectus  filed  by  the  registrant  pursuant  to
                    Rule 424(b)(3)shall be deemed to be part of the registration
                    statement  as  of  the  date the filed prospectus was deemed
                    part of and included in the registration statement; and

               B.   Each  prospectus  required  to  be  filed  pursuant  to Rule
                    424(b)(2),  (b)(5),  or  (b)(7)  as  part  of a registration
                    statement  in  reliance on Rule 430B relating to an offering
                    made  pursuant  to  Rule 415(a)(1)(i), (vii), or (x) for the
                    purpose  of  providing  the  information required by section
                    10(a)  of  the  Securities Act of 1933 shall be deemed to be
                    part of and included in the registration statement as of the
                    earlier  of  the  date such form of prospectus is first used
                    after  effectiveness  or  the  date of the first contract of
                    sale  of  securities  in  the  offering  described  in  the
                    prospectus. As provided in Rule 430B, for liability purposes
                    of  the  issuer  and  any  person  that  is  at that date an
                    underwriter, such date shall be deemed to be a new effective
                    date  of  the  registration  statement  relating  to  the
                    securities  in  the  registration  statement  to  which that
                    prospectus  relates,  and the offering of such securities at
                    that  time  shall  be  deemed  to  be  the initial bona fide
                    offering  thereof. Provided, however, that no statement made
                    in  a  registration  statement or prospectus that is part of
                    the  registration  statement  or  made  in  a  document
                    incorporated  or  deemed  incorporated by reference into the
                    registration  statement  or  prospectus  that is part of the
                    registration  statement  will, as to a purchaser with a time
                    of  contract of sale prior to such effective date, supersede
                    or  modify  any  statement that was made in the registration
                    statement  or  prospectus  that was part of the registration
                    statement  or made in any such document immediately prior to
                    such effective date; or

     ii.  If  the  registrant  is  subject  to  Rule 430C, each prospectus filed
          pursuant  to  Rule 424(b) as part of a registration statement relating
          to  an  offering,  other  than registration statements relying on Rule
          430B  or other than prospectuses filed in reliance on Rule 430A, shall
          be  deemed to be part of and included in the registration statement as
          of  the  date it is first used after effectiveness. Provided, however,
          that  no statement made in a registration statement or prospectus that
          is  part  of  the  registration  statement  or  made  in  a  document
          incorporated or deemed incorporated by reference into the registration
          statement  or  prospectus  that  is part of the registration statement
          will,  as to a purchaser with a time of contract of sale prior to such
          first  use,  supersede  or  modify  any statement that was made in the
          registration statement or prospectus that was part of the registration
          statement  or made in any such document immediately prior to such date
          of first use.

5.   That,  for  the  purpose  of  determining liability of the registrant under
     the  Securities Act of 1933 to any purchaser in the initial distribution of
     the  securities:  The  undersigned  registrant undertakes that in a primary
     offering  of  securities  of  the  undersigned  registrant pursuant to this
     registration  statement, regardless of the underwriting method used to sell
     the  securities  to the purchaser, if the securities are offered or sold to
     such  purchaser  by  means  of  any  of  the  following communications, the
     undersigned  registrant  will  be  a  seller  to  the purchaser and will be
     considered to offer or sell such securities to such purchaser:

     i.   Any  preliminary  prospectus  or  prospectus  of  the  undersigned
          registrant  relating  to the offering required to be filed pursuant to
          Rule 424;

     ii.  Any  free  writing  prospectus  relating  to  the offering prepared by
          or  on  behalf of the undersigned registrant or used or referred to by
          the undersigned registrant;

     iii. The  portion  of  any  other  free  writing prospectus relating to the
          offering  containing  material  information  about  the  undersigned
          registrant  or  its  securities  provided  by  or  on  behalf  of  the
          undersigned  registrant;  and  iv.  Any other communication that is an
          offer  in  the  offering  made  by  the  undersigned registrant to the
          purchaser.

     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 section 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.

     The  undersigned  registrant  hereby  undertakes  to deliver or cause to be
     delivered  with  the  prospectus,  to each person to whom the prospectus is
     sent  or  given,  the  latest  annual  report  to  security holders that is
     incorporated  by  reference in the prospectus and furnished pursuant to and
     meeting  the  requirements of Rule 14a-3 or Rule 14c-3 under the Securities
     Exchange  Act of 1934; and, where interim financial information required to
     be  presented  by  Article  3  of  Regulation  S-X are not set forth in the
     prospectus, to deliver, or cause to be delivered to each person to whom the
     prospectus  is  sent  or  given,  the  latest  quarterly  report  that  is
     specifically  incorporated  by  reference in the prospectus to provide such
     interim financial information.

          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.

a.     The  undersigned  registrant  hereby  undertakes  that:

     1.   For  purposes  of  determining  any  liability  under  the  Securities
          Act of 1933, the information omitted from the form of prospectus filed
          as  part of this registration statement in reliance upon Rule 430A and
          contained  in a form of prospectus filed by the registrant pursuant to
          Rule  424(b)  (1)  or  (4) or 497(h) under the Securities Act shall be
          deemed to be part of this registration statement as of the time it was
          declared effective.

     2.   For  the  purpose  of  determining  any liability under the Securities
          Act  of  1933,  each  post-effective amendment that contains a form of
          prospectus 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.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the city of Houston, Texas, State of Texas on January 10, 2006.

                           HYPERDYNAMICS CORPORATION

January  10,  2006     By:  /s/  Kent  Watts
                            Kent  Watts
                            Chairman  of  the  Board,
                            Director,
                            Chief  Executive  Officer

                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.


/s/ Kent  Watts            Chairman  of  the  Board,          January  10,  2006
    Kent  Watts            Director,  President
                           Chief  Executive  Officer

/s/ Harold  A.  Poling     Director                           January  10,  2006
    Harold  A.  Poling

/s/ Harry  J.  Briers      Director, Chief Operating Officer  January  10,  2006
    Harry  J.  Briers      and  Executive  Vice-president

/s/  Al  Young             Director                           January  10,  2006
     Al  Young

/s/  Steven  M.  Plumb     Chief  Financial  Officer          January  10,  2006
     Steven  M.  Plumb
[{"type": "S-8", "sequence": "1", "filename": "hdys8jan10.txt", "description": "S-8", "secsgml_size_bytes": 22204}]
{"company-data": {"conformed-name": "HYPERDYNAMICS CORP", "cik": "0000937136", "assigned-sic": "1311", "irs-number": "870400335", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-130976", "film-number": "06525625"}, "business-address": {"street1": "9700 BISSONNET SUITE 1700", "city": "HOUSTON", "state": "TX", "zip": "77036", "phone": "7136609771"}, "mail-address": {"street1": "9700 BISSONNET SUITE 1700", "city": "HOUSTON", "state": "TX", "zip": "77036"}, "former-company": {"former-conformed-name": "RAM-Z ENTERPRISES INC", "date-changed": "19950208"}}
As filed with the Securities and Exchange Commission on January 11, 2006

                      Registration No. __________________

                United States Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form S-8

                             Registration Statement
                                     Under
                           The Securities Act of 1933

                           HYPERDYNAMICS CORPORATION
             (Exact Name of Registrant as specified in its charter)

             Delaware                                           87-0400335
(State  or  Other  Jurisdiction  of                         (I.R.S.  Employer
  Incorporation  or  Organization)                       Identification  Number)

                            HYPERDYNAMICS CORPORATION
                           9700 Bissonnet, Suite 1700
                              Houston, Texas 77036
                              voice: (713) 353-9400
                               fax: (713) 353-9421
        (Address and telephone number of principal executive offices and
                          principal place of business)

                     Stock and Stock Option Plan, As Amended
                            (Full Title of the Plan)

                          Kent Watts, CEO and President
                            HYPERDYNAMICS CORPORATION
                           9700 Bissonnet, Suite 1700
                              Houston, Texas 77036
                voice: (713) 353-9400        fax: (713) 353-9421
                  (Name, address, including zip code, and telephone number
                   including area code, of agent for service)

                                 With a Copy to:
                               Joel Seidner, Esq.
                             1240 Blalock, Suite 250
                              Houston, Texas 77055
                         voice: (713) 461-2627 ext. 210
                               fax: (713) 461-2633
Calculation  Of  Registration  Fee
===============================================================================
Proposed     Proposed
                                         Maximum      Maximum
                                        Offering     Aggregate     Amount of
Title of Securities    Amount to be     Price Per    Offering    Registration
to be Registered        Registered      Share (1)      Price          Fee
-------------------------------------------------------------------------------

Common Stock,        4,120,000 shares  $2.07       $8,528,400      $913.00
par value $0.001,
to be issued upon
grant of stock
from the
Stock and
Stock Option Plan
(1)     The  Proposed  Maximum Offering Price Per Share was computed pursuant to
Rule  457  under  the  Securities Act of 1933, as amended (the "Securities Act")
solely for the purpose of calculating the registration fee. Computation is based
on  the  closing  price  of  the common stock on the Amex under the stock symbol
"HDY'  on  January  9,  2006.
PART  II

               INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

Item  3.     Incorporation  of  Documents  by  Reference.

      There  are  hereby  incorporated  by  reference  into  this  Registration
Statement  the  following  documents  and  information heretofore filed with the
Securities  and  Exchange  Commission  (the  "Commission")  by  HYPERDYNAMICS
CORPORATION  (the  "Registrant"):

1.     The  Registrant's  Annual  Report  on Form 10-KSB for the year ended June
30,  2005,  filed  pursuant  to  Section 13(a) of the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act").

2.     All other reports filed pursuant to Section 1(a) or 15(d) of the Exchange
Act  since  the end of our last fiscal year which are Form 10-Q, as amended, for
the  quarter ended September 30, 2005; and Form 8-Ks filed July 29, 2005, August
8,  2005,  September  16,  2005,  and  November  3,  2005.

3.     The description of our securities contained in the Registrant's Form SB-2
filed  February  5,  2000,  and  Form  8-K  filed  June  15,  2001.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and  15(d) of the Exchange Act after the date of this Registration Statement and
prior  to  the  filing  of  a  post-effective amendment which indicates that all
securities  offered  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 part hereof from the date of filing of such
documents.

Item  4.     Description  of  Securities.

     Not  applicable

Item  5.     Interests  of  Named  Experts  and  Counsel.

                Joel  Seidner,  Esq.,  Attorney At Law, 1240 Blalock Road, Suite
250,  Houston, Texas 77055, tel. (713) 461-2627 ext. 210, has acted as our legal
counsel for this offering. The validity of the shares offered by this prospectus
has  been  passed  upon  for  us  by  Mr.  Seidner.

                Our  consolidated  balance  sheets as of June 30, 2005 and 2004,
and  the  consolidated statements of operations, stockholders' deficit, and cash
flows,  for  each of the three years in the period ended June 30, 2005 have been
incorporated by reference to our Form 10-KSB in reliance on the report of Malone
&  Bailey,  PC, independent certified public accountants, given on the authority
of  that  firm  as  experts  in  auditing  and  accounting.

Item  6.     Indemnification  of  Directors  and  Officers.

The  Delaware  General  Corporation  Law  provides  that  we  will indemnify our
directors and officers if they are a party to any civil or criminal action. This
may  discourage  claimants from making claims against the directors and officers
even  if  the  claims  have  merit.  The  cost of indemnification could be high.

                Insofar  as  indemnification  for  liabilities arising under the
Securities  Act  may  be  permitted  to  our directors, officers and controlling
persons  pursuant  to the foregoing provisions, we have been advised that in the
opinion  of  the  Securities  and  Exchange  Commission, such indemnification is
against  public  policy  as  expressed  in  the  Securities Act and is therefore
unenforceable.

Item  7.     Exemption  from  Registration  Claimed.

     Not  applicable.

Item  8.     Exhibits.
Exhibit Number               Exhibit Name

     4.1               Stock and Stock Option Plan, as amended.

     5.1               Opinion  of  Counsel  with respect to the legality of the
                       securities  being  registered.

     23.1              Consent of Counsel (contained in Exhibit 5.1).

     23.2              Consent of Malone & Bailey, PC.
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, in
          the  aggregate, the changes in volume and price represent no more than
          20%  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) of this
          section  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  with  or furnished to the Commission 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. Provided however, That:

          A.   Paragraphs  (a)(1)(i)  and  (a)(1)(ii)  of  this  section  do not
               apply  if  the  registration  statement  is  on Form S-8, and the
               information required to be included in a post-effective amendment
               by  those  paragraphs  is  contained  in  reports  filed  with or
               furnished to the Commission 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; and

          B.   Paragraphs  (a)(1)(i),  (a)(1)(ii)  and  (a)(1)(iii)  of  this
               section do not apply if the registration statement is on Form S-3
               or  Form  F-3  and  the  information required to be included in a
               post-effective  amendment  by  those  paragraphs  is contained in
               reports  filed  with  or  furnished  to  the  Commission  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, or is contained in a
               form  of prospectus filed pursuant to Rule 424(b) that is part of
               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.

4.   That,  for  the  purpose  of  determining  liability  under  the Securities
     Act of 1933 to any purchaser:

          i.   If  the  registrant  is  relying  on Rule 430B (?230.430B of this
               chapter):

               A.   Each  prospectus  filed  by  the  registrant  pursuant  to
                    Rule 424(b)(3)shall be deemed to be part of the registration
                    statement  as  of  the  date the filed prospectus was deemed
                    part of and included in the registration statement; and

               B.   Each  prospectus  required  to  be  filed  pursuant  to Rule
                    424(b)(2),  (b)(5),  or  (b)(7)  as  part  of a registration
                    statement  in  reliance on Rule 430B relating to an offering
                    made  pursuant  to  Rule 415(a)(1)(i), (vii), or (x) for the
                    purpose  of  providing  the  information required by section
                    10(a)  of  the  Securities Act of 1933 shall be deemed to be
                    part of and included in the registration statement as of the
                    earlier  of  the  date such form of prospectus is first used
                    after  effectiveness  or  the  date of the first contract of
                    sale  of  securities  in  the  offering  described  in  the
                    prospectus. As provided in Rule 430B, for liability purposes
                    of  the  issuer  and  any  person  that  is  at that date an
                    underwriter, such date shall be deemed to be a new effective
                    date  of  the  registration  statement  relating  to  the
                    securities  in  the  registration  statement  to  which that
                    prospectus  relates,  and the offering of such securities at
                    that  time  shall  be  deemed  to  be  the initial bona fide
                    offering  thereof. Provided, however, that no statement made
                    in  a  registration  statement or prospectus that is part of
                    the  registration  statement  or  made  in  a  document
                    incorporated  or  deemed  incorporated by reference into the
                    registration  statement  or  prospectus  that is part of the
                    registration  statement  will, as to a purchaser with a time
                    of  contract of sale prior to such effective date, supersede
                    or  modify  any  statement that was made in the registration
                    statement  or  prospectus  that was part of the registration
                    statement  or made in any such document immediately prior to
                    such effective date; or

     ii.  If  the  registrant  is  subject  to  Rule 430C, each prospectus filed
          pursuant  to  Rule 424(b) as part of a registration statement relating
          to  an  offering,  other  than registration statements relying on Rule
          430B  or other than prospectuses filed in reliance on Rule 430A, shall
          be  deemed to be part of and included in the registration statement as
          of  the  date it is first used after effectiveness. Provided, however,
          that  no statement made in a registration statement or prospectus that
          is  part  of  the  registration  statement  or  made  in  a  document
          incorporated or deemed incorporated by reference into the registration
          statement  or  prospectus  that  is part of the registration statement
          will,  as to a purchaser with a time of contract of sale prior to such
          first  use,  supersede  or  modify  any statement that was made in the
          registration statement or prospectus that was part of the registration
          statement  or made in any such document immediately prior to such date
          of first use.

5.   That,  for  the  purpose  of  determining liability of the registrant under
     the  Securities Act of 1933 to any purchaser in the initial distribution of
     the  securities:  The  undersigned  registrant undertakes that in a primary
     offering  of  securities  of  the  undersigned  registrant pursuant to this
     registration  statement, regardless of the underwriting method used to sell
     the  securities  to the purchaser, if the securities are offered or sold to
     such  purchaser  by  means  of  any  of  the  following communications, the
     undersigned  registrant  will  be  a  seller  to  the purchaser and will be
     considered to offer or sell such securities to such purchaser:

     i.   Any  preliminary  prospectus  or  prospectus  of  the  undersigned
          registrant  relating  to the offering required to be filed pursuant to
          Rule 424;

     ii.  Any  free  writing  prospectus  relating  to  the offering prepared by
          or  on  behalf of the undersigned registrant or used or referred to by
          the undersigned registrant;

     iii. The  portion  of  any  other  free  writing prospectus relating to the
          offering  containing  material  information  about  the  undersigned
          registrant  or  its  securities  provided  by  or  on  behalf  of  the
          undersigned  registrant;  and  iv.  Any other communication that is an
          offer  in  the  offering  made  by  the  undersigned registrant to the
          purchaser.

     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 section 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.

     The  undersigned  registrant  hereby  undertakes  to deliver or cause to be
     delivered  with  the  prospectus,  to each person to whom the prospectus is
     sent  or  given,  the  latest  annual  report  to  security holders that is
     incorporated  by  reference in the prospectus and furnished pursuant to and
     meeting  the  requirements of Rule 14a-3 or Rule 14c-3 under the Securities
     Exchange  Act of 1934; and, where interim financial information required to
     be  presented  by  Article  3  of  Regulation  S-X are not set forth in the
     prospectus, to deliver, or cause to be delivered to each person to whom the
     prospectus  is  sent  or  given,  the  latest  quarterly  report  that  is
     specifically  incorporated  by  reference in the prospectus to provide such
     interim financial information.

          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.

a.     The  undersigned  registrant  hereby  undertakes  that:

     1.   For  purposes  of  determining  any  liability  under  the  Securities
          Act of 1933, the information omitted from the form of prospectus filed
          as  part of this registration statement in reliance upon Rule 430A and
          contained  in a form of prospectus filed by the registrant pursuant to
          Rule  424(b)  (1)  or  (4) or 497(h) under the Securities Act shall be
          deemed to be part of this registration statement as of the time it was
          declared effective.

     2.   For  the  purpose  of  determining  any liability under the Securities
          Act  of  1933,  each  post-effective amendment that contains a form of
          prospectus 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the city of Houston, Texas, State of Texas on January 10, 2006.

                           HYPERDYNAMICS CORPORATION

January  10,  2006     By:  /s/  Kent  Watts
                            Kent  Watts
                            Chairman  of  the  Board,
                            Director,
                            Chief  Executive  Officer

                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.

/s/ Kent  Watts            Chairman  of  the  Board,          January  10,  2006
    Kent  Watts            Director,  President
                           Chief  Executive  Officer

/s/ Harold  A.  Poling     Director                           January  10,  2006
    Harold  A.  Poling

/s/ Harry  J.  Briers      Director, Chief Operating Officer  January  10,  2006
    Harry  J.  Briers      and  Executive  Vice-president

/s/  Al  Young             Director                           January  10,  2006
     Al  Young

/s/  Steven  M.  Plumb     Chief  Financial  Officer          January  10,  2006
     Steven  M.  Plumb