As filed with the Securities and Exchange Commission on August 13, 2001
                                                  Registration No.333-
================================================================================

                       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)     Ident. No.)

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

                           2001 No. 2 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                    Proposed maximum  Proposed maximum   Amount of
  securities      Amount to be  Offering price       Aggregate     registration
to be registered   Registered      Per share(1)  offering price(1)      fee
----------------  ------------ ---------------- ------------------ ------------
Common Stock,       750,000       $  0.10           $75,000           $18.75
$.001 par value      shares

     Total                                                            $18.75
===============================================================================

(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
              Number        Description
              -------       -----------
               5.1   Opinion of Ina P. Kagel, Esq.
              10.3   2001 No. 2 Stock Award Plan
              23.1   Consent of Independent Certified Public Accountant.
              23.2   Consent of Ina P. Kagel, Esq. (included in Exhibit 5.1).

                                        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 the Registrant's Registration Statement on Form 10-SB 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                 Description
-------                -----------
5.1               Opinion of Ina P. Kagel, Esq.

10.3              2001 No. 2 Stock Award Plan

23.1              Consent of Independent Certified Public Accountant

23.2              Consent of Ina P. Kagel, Esq. (included in Exhibit 5.1)





                                        4

<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 Los Angeles, California on this 6th day of August, 2001.



                                            CHANCELLOR GROUP, INC.



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


                                        5

<PAGE>


                   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,       August 6, 2001
------------------------      President, Principal Executive
SHANE X.G. RODGERS            Officer, Financial Officer and
                              Accounting Officer

 /s/ Ashraf Khan             Director                          August 6, 2001
------------------------
ASHRAF KHAN

 /s/ William H. Stinson      Director                          August 6, 2001
------------------------
WILLIAM H. STINSON

 /s/ Bassam Abu-Ghazeleh     Director                          August 6, 2001
------------------------
BASSAM ABU-GHAZELEH



                                        6
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{"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": "333-67360", "film-number": "1706052"}, "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 August 13, 2001
                                                  Registration No.333-
================================================================================

                       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)     Ident. No.)

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

                           2001 No. 2 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                    Proposed maximum  Proposed maximum   Amount of
  securities      Amount to be  Offering price       Aggregate     registration
to be registered   Registered      Per share(1)  offering price(1)      fee
----------------  ------------ ---------------- ------------------ ------------
Common Stock,       750,000       $  0.10           $75,000           $18.75
$.001 par value      shares

     Total                                                            $18.75
===============================================================================

(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
              Number        Description
              -------       -----------
               5.1   Opinion of Ina P. Kagel, Esq.
              10.3   2001 No. 2 Stock Award Plan
              23.1   Consent of Independent Certified Public Accountant.
              23.2   Consent of Ina P. Kagel, Esq. (included in Exhibit 5.1).

                                        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 the Registrant's Registration Statement on Form 10-SB 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                 Description
-------                -----------
5.1               Opinion of Ina P. Kagel, Esq.

10.3              2001 No. 2 Stock Award Plan

23.1              Consent of Independent Certified Public Accountant

23.2              Consent of Ina P. Kagel, Esq. (included in Exhibit 5.1)

                                        4
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 6th day of August, 2001.

                                            CHANCELLOR GROUP, INC.

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

                                        5
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,       August 6, 2001
------------------------      President, Principal Executive
SHANE X.G. RODGERS            Officer, Financial Officer and
                              Accounting Officer

 /s/ Ashraf Khan             Director                          August 6, 2001
------------------------
ASHRAF KHAN

 /s/ William H. Stinson      Director                          August 6, 2001
------------------------
WILLIAM H. STINSON

 /s/ Bassam Abu-Ghazeleh     Director                          August 6, 2001
------------------------
BASSAM ABU-GHAZELEH

                                        6