As filed with the Securities and Exchange Commission on June 10, 2003
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

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

                               GASCO ENERGY, INC.
             (Exact name of Registrant as specified in its charter)
         Nevada                                               98-0204105
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                       Identification Number)
                             14 Inverness Drive East
                              Building H, Suite 236
                            Englewood, Colorado 80112
                                 (303) 483-0044
                    (Address of Principal Executive Offices)
                             ----------------------

                  Gasco Energy, Inc. 2003 Restricted Stock Plan
                            (Full title of the plan)

                                  W. King Grant
                             Chief Financial Officer
                               Gasco Energy, Inc.
                             14 Inverness Drive East
                              Building H, Suite 236
                            Englewood, Colorado 80112
                     (Name and address for agent of service)

                                 (303) 483-0044
                     (Telephone number, including area code,
                              for agent of service)

                                   COPIES TO:
                                Michael P. Finch
                             Vinson & Elkins L.L.P.
                              2300 First City Tower
                                   1001 Fannin
                            Houston, Texas 77002-6760
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
==================== ============= ================= ========== ===============
                                     Proposed        Proposed
                                     Maximum         Maximum
   Title of                       Offering Price    Aggregate       Amount of
   Securities       Amount to be     Offering        Offering     Registration
 to be Registered   Registered (1)  Per Share (2)     Price (2)       Fee (2)
------------------- --------------- ----------------- ---------- ---------------
Common Stock         425,000 Shares       $0.58      $246,500          $19.94
=================== =============== =============== ============ ===============
(1) The number of shares of common stock registered hereby pursuant to the
    Gasco Energy, Inc. 2003 Restricted Stock Plan is subject to adjustment to
    prevent dilution resulting from stock splits, stock dividends or similar
    transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457 (h) under the Securities Act of 1933. The maximum aggregate
    offering price is based on the average of the high and low sales prices of
    the registrant's common stock on June 6, 2003, as reported on the over-the-
    counter market.




                                       1
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Information required by Part I, Item 1 to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Information required by Part I, Item 2 to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2002 as filed with the Commission on March 28, 2003;

         (b) The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 2003, as filed with the Commission on May 15, 2003;

         (c) The Registrant's Current Reports on Forms 8-K (other than
information furnished pursuant to Item 9 thereof) as filed with the SEC on
January 14, 2003, February 5, 2003, February 18, 2003, March 4, 2003, April
9, 2003 and June 6, 2003; and;

         (d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10SB12G/A filed with the SEC on July
23, 1999.

         In addition, 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, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered hereby have been sold or that 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 in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                       2
<PAGE>

Item 6.  Indemnification of Directors and Officers.

         Section 78 of the Nevada General Corporation Law ("NGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending 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 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, 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 is not liable pursuant to NGCL Section 78 or
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. Section 78 further provides that a corporation similarly may
indemnify any such person serving in any such capacity 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 he is or was a director, officer, employee or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action or suit if he is not liable pursuant to NGCL Section 78 or 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 except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the court or other court of competent jurisdiction in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court or
other court of competent jurisdiction shall deem proper.

         Our amended and restated articles of incorporation provides that
indemnification shall be to the fullest extent permitted by the NGCL for all of
our current or former directors or officers.

         As permitted by the NGCL, the articles of incorporation provides that
directors of Gasco shall have no personal liability to Gasco or its stockholders
for monetary damages for breach of fiduciary duty as a director, except (1) for
acts or omissions which involve intentional misconduct or a knowing violation of
law or (2) for unlawful payments of dividends under Section 78 of the NGCL.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                       3
<PAGE>

Item 8.  Exhibits.

     No.                          Description

     3.1  Amended  and  Restated  Articles  of  Incorporation  (incorporated  by
          reference to Exhibit 3.1 to the Company's  Form 8-K dated December 31,
          1999, filed on January 21, 2000).

     3.2  Amended and Restated Bylaws  (incorporated by reference to Exhibit 3.4
          to the Company's Form 10-Q for the quarter ended March 31, 2002, filed
          on May 15, 2002).

     4.1* Gasco Energy, Inc. 2003 Restricted Stock Plan.

     4.2  Stock Purchase Agreement dated July 5, 2001 between Gasco Energy, Inc.
          and First Ecom.com, Inc. (incorporated by reference to Exhibit 10.7 to
          the Company's  Form 10-QSB for the quarter  ended  September 30, 2001,
          filed on November 14, 2001).

     4.3  San Joaquin  Resources  Inc. 1999 Stock Option Plan  (incorporated  by
          reference to Exhibit 4.1 to the Registrant's 10-KSB filed with the SEC
          on April 14, 2000).

     5.1* Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.

     23.1* Consent of Deloitte & Touche LLP.

     23.2* Consent of Wheeler Wasoff, P.C.

     23.3*Consent of Dill Dill Carr Stonbraker & Hutchings,  P.C.  (contained in
          Exhibit 5.1 hereto).

     24.1*Powers  of  Attorney   (included  on  the   signature   page  to  this
          registration statement).

 ---------------
 *filed herewith

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

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

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

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

                                       4
<PAGE>

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

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

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

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 (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 Securities Act of 1933 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  Securities Act of 1933 and will
     be governed by the final adjudication of such issue.




                                             5
<PAGE>





                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, State of Colorado, on the 9th day of June,
2003.

                                                GASCO ENERGY, INC.


                                                By: /s/ W. King Grant
                                                    -------------------
                                                     W. King Grant
                                                     Executive Vice President
                                                     and Chief Financial Officer



                                       6
<PAGE>




         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints W. King Grant and Michael K. Decker, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Form S-8 Registration Statement, 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
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

    Signature                      Title                              Date


                          Director and President and Chief        June 9, 2003
/s/ Mark A. Erickson       Executive Officer (Principal
----------------------         Executive Officer)
Mark A. Erickson


/s/ Marc Bruner                      Director                     June 9, 2003
---------------------
Marc Bruner


/s/ Richard J. Burgess               Director                     June 9, 2003
----------------------
Richard J. Burgess


----------------------               Director                     June 9, 2003
Charles B. Crowell


                          Executive Vice President and Chief      June 9, 2003
/s/ W. King Grant       Financial Officer (Pincipal Financial
---------------------   Officer and Principal Accounting Officer
W. King Grant


/s/ Richard S. Langdon                Director                    June 9, 2003
----------------------
Richard S. Langdon


----------------------                Director                    June 9, 2003
Carmen Lotito


/s/ Carl Stadelhofer                  Director                     June 9 2003
--------------------
Carl Stadelhofer





                                       7
<PAGE>



                                INDEX TO EXHIBITS

           No.                    Description

          3.1  Amended and Restated  Articles of Incorporation  (incorporated by
               reference to Exhibit 3.1 to the Company's Form 8-K dated December
               31, 1999, filed on January 21, 2000).

          3.2  Amended and Restated Bylaws (incorporated by reference to Exhibit
               3.4 to the  Company's  Form 10-Q for the quarter  ended March 31,
               2002, filed on May 15, 2002).

          4.1* Gasco Energy, Inc. 2003 Restricted Stock Plan.

          4.2  Stock Purchase Agreement dated July 5, 2001 between Gasco Energy,
               Inc.  and First  Ecom.com,  Inc.  (incorporated  by  reference to
               Exhibit 10.7 to the  Company's  Form 10-QSB for the quarter ended
               September 30, 2001, filed on November 14, 2001).

          4.3  San Joaquin  Resources Inc. 1999 Stock Option Plan  (incorporated
               by reference to Exhibit 4.1 to the Registrant's 10-KSB filed with
               the SEC on April 14, 2000).

          5.1* Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.

          23.1* Consent of Deloitte & Touche LLP.

          23.2* Consent of Wheeler Wasoff, P.C.

          23.3*Consent  of  Dill  Dill  Carr   Stonbraker  &   Hutchings,   P.C.
               (contained in Exhibit 5.1 hereto).

          24.1*Powers  of  Attorney  (included  on the  signature  page  to this
               registration statement).

         ---------------
         *filed herewith




                                       8
<PAGE>
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{"company-data": {"conformed-name": "GASCO ENERGY INC", "cik": "0001086319", "assigned-sic": "1311", "irs-number": "980204105", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105974", "film-number": "03738718"}, "business-address": {"street1": "14 INVERNESS DRIVE EAST BLDG H", "street2": "BLDG H SUITE 236", "city": "ENGLEWOOD", "state": "CO", "zip": "80112", "phone": "3037130047"}, "mail-address": {"street1": "14 INVERNESS DRIVE EAST BLDG H", "street2": "BLDG H SUITE 236", "city": "ENGLEWOOD", "state": "CO", "zip": "80112"}, "former-company": [{"former-conformed-name": "SAN JOAQUIN RESOURCES INC", "date-changed": "20000516"}, {"former-conformed-name": "LEK INTERNATIONAL INC", "date-changed": "19990511"}]}
As filed with the Securities and Exchange Commission on June 10, 2003
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

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

                               GASCO ENERGY, INC.
             (Exact name of Registrant as specified in its charter)
         Nevada                                               98-0204105
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                       Identification Number)
                             14 Inverness Drive East
                              Building H, Suite 236
                            Englewood, Colorado 80112
                                 (303) 483-0044
                    (Address of Principal Executive Offices)
                             ----------------------

                  Gasco Energy, Inc. 2003 Restricted Stock Plan
                            (Full title of the plan)

                                  W. King Grant
                             Chief Financial Officer
                               Gasco Energy, Inc.
                             14 Inverness Drive East
                              Building H, Suite 236
                            Englewood, Colorado 80112
                     (Name and address for agent of service)

                                 (303) 483-0044
                     (Telephone number, including area code,
                              for agent of service)

                                   COPIES TO:
                                Michael P. Finch
                             Vinson & Elkins L.L.P.
                              2300 First City Tower
                                   1001 Fannin
                            Houston, Texas 77002-6760
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
==================== ============= ================= ========== ===============
                                     Proposed        Proposed
                                     Maximum         Maximum
   Title of                       Offering Price    Aggregate       Amount of
   Securities       Amount to be     Offering        Offering     Registration
 to be Registered   Registered (1)  Per Share (2)     Price (2)       Fee (2)
------------------- --------------- ----------------- ---------- ---------------
Common Stock         425,000 Shares       $0.58      $246,500          $19.94
=================== =============== =============== ============ ===============
(1) The number of shares of common stock registered hereby pursuant to the
    Gasco Energy, Inc. 2003 Restricted Stock Plan is subject to adjustment to
    prevent dilution resulting from stock splits, stock dividends or similar
    transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457 (h) under the Securities Act of 1933. The maximum aggregate
    offering price is based on the average of the high and low sales prices of
    the registrant's common stock on June 6, 2003, as reported on the over-the-
    counter market.

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Information required by Part I, Item 1 to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Information required by Part I, Item 2 to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2002 as filed with the Commission on March 28, 2003;

         (b) The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 2003, as filed with the Commission on May 15, 2003;

         (c) The Registrant's Current Reports on Forms 8-K (other than
information furnished pursuant to Item 9 thereof) as filed with the SEC on
January 14, 2003, February 5, 2003, February 18, 2003, March 4, 2003, April
9, 2003 and June 6, 2003; and;

         (d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10SB12G/A filed with the SEC on July
23, 1999.

         In addition, 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, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered hereby have been sold or that 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 in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                       2
Item 6.  Indemnification of Directors and Officers.

         Section 78 of the Nevada General Corporation Law ("NGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending 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 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, 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 is not liable pursuant to NGCL Section 78 or
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. Section 78 further provides that a corporation similarly may
indemnify any such person serving in any such capacity 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 he is or was a director, officer, employee or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action or suit if he is not liable pursuant to NGCL Section 78 or 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 except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the court or other court of competent jurisdiction in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court or
other court of competent jurisdiction shall deem proper.

         Our amended and restated articles of incorporation provides that
indemnification shall be to the fullest extent permitted by the NGCL for all of
our current or former directors or officers.

         As permitted by the NGCL, the articles of incorporation provides that
directors of Gasco shall have no personal liability to Gasco or its stockholders
for monetary damages for breach of fiduciary duty as a director, except (1) for
acts or omissions which involve intentional misconduct or a knowing violation of
law or (2) for unlawful payments of dividends under Section 78 of the NGCL.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                       3
Item 8.  Exhibits.

     No.                          Description

     3.1  Amended  and  Restated  Articles  of  Incorporation  (incorporated  by
          reference to Exhibit 3.1 to the Company's  Form 8-K dated December 31,
          1999, filed on January 21, 2000).

     3.2  Amended and Restated Bylaws  (incorporated by reference to Exhibit 3.4
          to the Company's Form 10-Q for the quarter ended March 31, 2002, filed
          on May 15, 2002).

     4.1* Gasco Energy, Inc. 2003 Restricted Stock Plan.

     4.2  Stock Purchase Agreement dated July 5, 2001 between Gasco Energy, Inc.
          and First Ecom.com, Inc. (incorporated by reference to Exhibit 10.7 to
          the Company's  Form 10-QSB for the quarter  ended  September 30, 2001,
          filed on November 14, 2001).

     4.3  San Joaquin  Resources  Inc. 1999 Stock Option Plan  (incorporated  by
          reference to Exhibit 4.1 to the Registrant's 10-KSB filed with the SEC
          on April 14, 2000).

     5.1* Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.

     23.1* Consent of Deloitte & Touche LLP.

     23.2* Consent of Wheeler Wasoff, P.C.

     23.3*Consent of Dill Dill Carr Stonbraker & Hutchings,  P.C.  (contained in
          Exhibit 5.1 hereto).

     24.1*Powers  of  Attorney   (included  on  the   signature   page  to  this
          registration statement).

 ---------------
 *filed herewith

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

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

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

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

                                       4
(iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

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

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

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 (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 Securities Act of 1933 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  Securities Act of 1933 and will
     be governed by the final adjudication of such issue.

                                             5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, State of Colorado, on the 9th day of June,
2003.

                                                GASCO ENERGY, INC.

                                                By: /s/ W. King Grant
                                                    -------------------
                                                     W. King Grant
                                                     Executive Vice President
                                                     and Chief Financial Officer

                                       6
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints W. King Grant and Michael K. Decker, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Form S-8 Registration Statement, 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
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

    Signature                      Title                              Date

                          Director and President and Chief        June 9, 2003
/s/ Mark A. Erickson       Executive Officer (Principal
----------------------         Executive Officer)
Mark A. Erickson

/s/ Marc Bruner                      Director                     June 9, 2003
---------------------
Marc Bruner

/s/ Richard J. Burgess               Director                     June 9, 2003
----------------------
Richard J. Burgess

----------------------               Director                     June 9, 2003
Charles B. Crowell

                          Executive Vice President and Chief      June 9, 2003
/s/ W. King Grant       Financial Officer (Pincipal Financial
---------------------   Officer and Principal Accounting Officer
W. King Grant

/s/ Richard S. Langdon                Director                    June 9, 2003
----------------------
Richard S. Langdon

----------------------                Director                    June 9, 2003
Carmen Lotito

/s/ Carl Stadelhofer                  Director                     June 9 2003
--------------------
Carl Stadelhofer

                                       7
INDEX TO EXHIBITS

           No.                    Description

          3.1  Amended and Restated  Articles of Incorporation  (incorporated by
               reference to Exhibit 3.1 to the Company's Form 8-K dated December
               31, 1999, filed on January 21, 2000).

          3.2  Amended and Restated Bylaws (incorporated by reference to Exhibit
               3.4 to the  Company's  Form 10-Q for the quarter  ended March 31,
               2002, filed on May 15, 2002).

          4.1* Gasco Energy, Inc. 2003 Restricted Stock Plan.

          4.2  Stock Purchase Agreement dated July 5, 2001 between Gasco Energy,
               Inc.  and First  Ecom.com,  Inc.  (incorporated  by  reference to
               Exhibit 10.7 to the  Company's  Form 10-QSB for the quarter ended
               September 30, 2001, filed on November 14, 2001).

          4.3  San Joaquin  Resources Inc. 1999 Stock Option Plan  (incorporated
               by reference to Exhibit 4.1 to the Registrant's 10-KSB filed with
               the SEC on April 14, 2000).

          5.1* Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.

          23.1* Consent of Deloitte & Touche LLP.

          23.2* Consent of Wheeler Wasoff, P.C.

          23.3*Consent  of  Dill  Dill  Carr   Stonbraker  &   Hutchings,   P.C.
               (contained in Exhibit 5.1 hereto).

          24.1*Powers  of  Attorney  (included  on the  signature  page  to this
               registration statement).

         ---------------
         *filed herewith

                                       8