As filed with the Securities and Exchange Commission on March 30, 2001
                         Registration No.______________


                       SECURITIES AND EXCHANGE COMMISSION
                                  ____________

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                   ___________

                             CHANCELLOR GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Nevada                         3845                    87-0438647
(State or Other Jurisdiction of  (Primary Standard Industrial  (I.R.S. Employer
Incorporation or Organization)   Classification Code Number) Identification No.)

                            1800 E. Sahara Boulevard
                                    Suite 107
                             Las Vegas, Nevada 89104
                    (Address of Principal Executive Offices)

                              2001 STOCK AWARD PLAN
                            (Full Title of the Plan)

                               Shane X.G. Rodgers
                            1800 E. Sahara Boulevard
                                    Suite 107
                             Las Vegas, Nevada 89104
                                 (702) 938-0261
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

     If any of the Securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
----------------------------------  -----------------------  -------------------------  --------------------  --------------
<S>                                 <C>                      <C>                        <C>                    <C>
Title of Securities to be Registed  Amount to be Registered        Proposed Maximum        Proposed Maximum      Amount of
                                                             Offering Price Per Share(1) Aggregate Offering     Registration
                                                                                          Price (1)                Fee
Common Stock, $.001 par value          750,000 shares                    $.75                 $562,500             $187.50
                                                                                                                   Total
                                                                                                                   $187.50
</TABLE>

(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(h).

                               ___________________


                                       1
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  documents  containing  information  specified in this Part I are being
separately  provided to the  participants  covered by the Plan,  as specified by
Rule 428(b)(1).

                                     PART II

     Item 3. Incorporation of Documents by Reference.

     The  documents  listed in  paragraphs  (a)  through  (c)  below are  hereby
incorporated  by  reference  in  this  Registration  Statement  . All  documents
subsequently filed by the Registrant  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein 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.

     (a) The Registrant's registration statement on Form 10-SB

     (b) All other  reports filed by  Registrant  pursuant to Sections  13(a) or
         15(d) of the  Exchange  Act  since the end of the  fiscal  year covered
         by the above-referenced registration statement.

     Item 4. Description of Securities.

          Not applicable.

     Item 5. Interest of Named Experts and Counsel.

          Not applicable.

     Item 6. Indemnification of Directors and Officers.

     Reference is made to Item 5.  Indemnification  of Directors  and  Officers,
appearing in Part II of the Registrant's  registration  statement on Form 10-SB,
Article VII of the Registrant's Certificate of Incorporation and Article VIII of
the Registrant's By-laws.

     Item 7. Exemption From Registration Claimed.

          Not applicable.

     Item 8. Exhibits.

          Exhibit Numbers

          5. Opinion of Ina P. Kagel, Esq.
          10.2 2001 Stock Award Plan
          24.1 Consent of Ina P. Kagel, Esq. (included in Exhibit 5).
          24.2 Consent of Independent Certified Public Accountants.

                                       2
<PAGE>


     Item 9. Undertakings.

          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 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.

          (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.

     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 at that time shall therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     Insofar as indemnification by the Registrant for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant  pursuant to the provisions  referenced in
Item 6 of this  Registration  Statement 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 Securities 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 hereunder,  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 Securities Act and will be governed by
the final adjudication of such issue.

                                       3
<PAGE>


                                  EXHIBIT INDEX


Exhibit Number

5                 Opinion of Ina P. Kagel, Esq.

10.2              2001 Stock Award Plan

24.1              Consent of Ina P. Kagel, Esq. (included in Exhibit 5)

24.2              Consent of Independent Certified Public Accountant.



                                                    SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
     Registrant  certifies  that it has  reasonable  grounds to believe  that it
     meets all of the  requirements  for filing on Form S-8 and has duly  caused
     this Registration  Statement to be signed on its behalf by the undersigned,
     thereunto duly  authorized,  in Los Angeles,  California on this ___ day of
     March, 2001.



                                                          CHANCELLOR GROUP, INC.



                                                  By:     /s/ Shane X.G. Rodgers
                                                     ---------------------------
                                                            SHANE X.G. RODGERS,
                                                                  Vice-Chairman


                   Power of Attorney and Additional Signatures

     Each person whose  signature  appears below  constitutes and appoints SHANE
X.G. RODGERS, his true and lawful attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  including post-effective  amendments, and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact  and agent, or his  substitutes,  may
lawfully do or cause to be done by virtue thereof.


     Further,  pursuant to the  requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

<S>                                  <C>                                        <C>
Signature                           Title                                       Date

 /s/ Shane X.G. Rodgers             Vice-Chairman of the Board, President,      March 28, 2001
------------------------            Principal Executive Officer, Financial
SHANE X.G. RODGERS                  Officer and Accounting Officer

 /s/ Ashraf Khan                    Director                                    March 28, 2001
------------------------
ASHRAF KHAN

 /s/ Bassam Abu-Ghazaleh            Director                                    March 28, 2001
------------------------
BASSAM ABU-GHAZALEH
</TABLE>
                                       4
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "STOCK PLAN", "secsgml_size_bytes": 11395}]
{"company-data": {"conformed-name": "CHANCELLOR GROUP INC/", "cik": "0000894544", "assigned-sic": "1311", "irs-number": "870438647", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57986", "film-number": "1586834"}, "business-address": {"street1": "1800 EAST SAHARA AVENUE", "street2": "SUITE 172", "city": "LAS VEGAS", "state": "NV", "zip": "89104", "phone": "7027927479"}, "mail-address": {"street1": "1800 EAST SAHARA AVENUE", "street2": "SUITE 172", "city": "LAS VEGAS", "state": "NV", "zip": "89104"}, "former-company": {"former-conformed-name": "NIGHTHAWK CAPITAL INC", "date-changed": "19940426"}}
As filed with the Securities and Exchange Commission on March 30, 2001
                         Registration No.______________

                       SECURITIES AND EXCHANGE COMMISSION
                                  ____________

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                   ___________

                             CHANCELLOR GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Nevada                         3845                    87-0438647
(State or Other Jurisdiction of  (Primary Standard Industrial  (I.R.S. Employer
Incorporation or Organization)   Classification Code Number) Identification No.)

                            1800 E. Sahara Boulevard
                                    Suite 107
                             Las Vegas, Nevada 89104
                    (Address of Principal Executive Offices)

                              2001 STOCK AWARD PLAN
                            (Full Title of the Plan)

                               Shane X.G. Rodgers
                            1800 E. Sahara Boulevard
                                    Suite 107
                             Las Vegas, Nevada 89104
                                 (702) 938-0261
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

     If any of the Securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
----------------------------------  -----------------------  -------------------------  --------------------  --------------
Title of Securities to be Registed  Amount to be Registered        Proposed Maximum        Proposed Maximum      Amount of
                                                             Offering Price Per Share(1) Aggregate Offering     Registration
                                                                                          Price (1)                Fee
Common Stock, $.001 par value          750,000 shares                    $.75                 $562,500             $187.50
                                                                                                                   Total
                                                                                                                   $187.50
(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(h).

                               ___________________

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  documents  containing  information  specified in this Part I are being
separately  provided to the  participants  covered by the Plan,  as specified by
Rule 428(b)(1).

                                     PART II

     Item 3. Incorporation of Documents by Reference.

     The  documents  listed in  paragraphs  (a)  through  (c)  below are  hereby
incorporated  by  reference  in  this  Registration  Statement  . All  documents
subsequently filed by the Registrant  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein 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.

     (a) The Registrant's registration statement on Form 10-SB

     (b) All other  reports filed by  Registrant  pursuant to Sections  13(a) or
         15(d) of the  Exchange  Act  since the end of the  fiscal  year covered
         by the above-referenced registration statement.

     Item 4. Description of Securities.

          Not applicable.

     Item 5. Interest of Named Experts and Counsel.

          Not applicable.

     Item 6. Indemnification of Directors and Officers.

     Reference is made to Item 5.  Indemnification  of Directors  and  Officers,
appearing in Part II of the Registrant's  registration  statement on Form 10-SB,
Article VII of the Registrant's Certificate of Incorporation and Article VIII of
the Registrant's By-laws.

     Item 7. Exemption From Registration Claimed.

          Not applicable.

     Item 8. Exhibits.

          Exhibit Numbers

          5. Opinion of Ina P. Kagel, Esq.
          10.2 2001 Stock Award Plan
          24.1 Consent of Ina P. Kagel, Esq. (included in Exhibit 5).
          24.2 Consent of Independent Certified Public Accountants.

                                       2
Item 9. Undertakings.

          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 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.

          (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.

     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 at that time shall therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     Insofar as indemnification by the Registrant for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant  pursuant to the provisions  referenced in
Item 6 of this  Registration  Statement 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 Securities 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 hereunder,  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 Securities Act and will be governed by
the final adjudication of such issue.

                                       3
EXHIBIT INDEX

Exhibit Number

5                 Opinion of Ina P. Kagel, Esq.

10.2              2001 Stock Award Plan

24.1              Consent of Ina P. Kagel, Esq. (included in Exhibit 5)

24.2              Consent of Independent Certified Public Accountant.

                                                    SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
     Registrant  certifies  that it has  reasonable  grounds to believe  that it
     meets all of the  requirements  for filing on Form S-8 and has duly  caused
     this Registration  Statement to be signed on its behalf by the undersigned,
     thereunto duly  authorized,  in Los Angeles,  California on this ___ day of
     March, 2001.

                                                          CHANCELLOR GROUP, INC.

                                                  By:     /s/ Shane X.G. Rodgers
                                                     ---------------------------
                                                            SHANE X.G. RODGERS,
                                                                  Vice-Chairman

                   Power of Attorney and Additional Signatures

     Each person whose  signature  appears below  constitutes and appoints SHANE
X.G. RODGERS, his true and lawful attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  including post-effective  amendments, and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact  and agent, or his  substitutes,  may
lawfully do or cause to be done by virtue thereof.

     Further,  pursuant to the  requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                           Title                                       Date

 /s/ Shane X.G. Rodgers             Vice-Chairman of the Board, President,      March 28, 2001
------------------------            Principal Executive Officer, Financial
SHANE X.G. RODGERS                  Officer and Accounting Officer

 /s/ Ashraf Khan                    Director                                    March 28, 2001
------------------------
ASHRAF KHAN

 /s/ Bassam Abu-Ghazaleh            Director                                    March 28, 2001
------------------------
BASSAM ABU-GHAZALEH
4