As filed with the Securities and Exchange Commission on May 28, 2004
                                                   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. Amended and Restated 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
                             ----------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
========================== ================= ==================== ==================== ===============
<S>                        <C>                <C>                 <C>                    <C>
                                              Proposed Maximum      Proposed Maximum      Amount of
Title of Securities         Amount to be       Offering Price      Aggregate Offering    Registration
 to be Registered           Registered (1)      Per Share (2)           Price (2)            Fee
-------------------------- ----------------- -------------------- -------------------- ---------------
Common Stock               1,000,000 Shares         $1.87             $1,870,000          $237.00
========================== ================= ==================== ==================== ===============
</TABLE>
(1)  The number of shares of common  stock  registered  hereby  pursuant  to the
     Gasco  Energy,  Inc.  Amended and Restated  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. The maximum  aggregate  offering price is based on the average
     of the high and low sales  prices of the  registrant's  common stock on May
     25, 2004, as reported on the over-the-counter market.



<PAGE>



    STATEMENT UNDER GENERAL INSTRUCTION E--REGISTRATION OF ADDITIONAL SHARES

     On January 29,  2004,  the Board of Directors of Gasco  Energy,  Inc.  (the
"Company") approved an amendment to the Gasco Energy, Inc. 2003 Restricted Stock
Plan (the  "Plan") to  increase  the maximum  number of shares of the  Company's
Common Stock, par value $0.0001 (the "Common  Stock"),  that may be issued under
the Plan by  1,000,000  shares.  Accordingly  the Company has executed the Gasco
Energy,  Inc.  Amended and Restated  2003  Restricted  Stock Plan to effect this
increase in shares.  This Registration  Statement has been filed to register the
additional  1,000,000  shares of Common Stock issuable  pursuant to the Plan, as
amended and restated.

     The additional shares to be registered by this  Registration  Statement are
of the same class as those securities covered by the Company's  previously filed
Registration  Statement  on Form S-8 filed on June 10,  2003  (Registration  No.
333-105974)   (the  "Prior   Registration   Statement").   Pursuant  to  General
Instruction  E to Form S-8,  the contents of the Prior  Registration  Statement,
including  periodic reports that the Company filed after the Prior  Registration
Statement to maintain current  information  about the Company,  are incorporated
herein by reference.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

          No.                      Description

          4.1  Gasco Energy,  Inc.  Amended and Restated 2003  Restricted  Stock
               Plan  (incorporated  by reference to Appendix A of the  Company's
               Proxy Statement, filed on April 15, 2004).

          4.2  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).

          4.3  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).

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

          23.1* Consent of Deloitte & Touche LLP

          23.2* Consent of Deloitte & Touche LLP

          23.3* Consent of Netherland, Sewell & Associates, Inc.

          23.4*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




                                       1
<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 28th day of May,
2004.

                                             GASCO ENERGY, INC.

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

         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.
<TABLE>
<CAPTION>

      Signature                                           Title                                        Date

<S>                                        <C>                                                   <C>
/s/ Mark A. Erickson                        Director and President and Chief Executive
Mark A. Erickson                            Officer (Principal Executive Officer)                  May 28, 2004

/s/ Marc Bruner
Marc Bruner                                 Director                                               May 28, 2004

/s/ Richard J. Burgess
Richard J. Burgess                          Director                                               May 28, 2004

/s/ Charles B. Crowell
Charles B. Crowell                          Director                                               May 28, 2004

                                           Executive Vice President and Chief Financial
/s/ W. King Grant                          Officer (Principal Financial Officer and                May 28, 2004
W. King Grant                              Principal Accounting Officer)

/s/Rhichard s. Langdon
Richard S. Langdon                          Director                                               May 28, 2004

/s/ Carmen Lotito
Carmen Lotito                               Director                                               May 28, 2004

/s/ Carl Stadelhofer
Carl Stadelhofer                            Director                                               May 28, 2004

 /s/ John A. Schmit                         Director                                               May 28, 2004
John A. Schmit

</TABLE>



                                       2
<PAGE>



                                INDEX TO EXHIBITS

          No.                     Description

          4.1  Gasco Energy,  Inc.  Amended and Restated 2003  Restricted  Stock
               Plan  (incorporated  by reference to Appendix A of the  Company's
               Proxy Statement, filed on April 15, 2004).

          4.2  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).

          4.3  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).

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

          23.1* Consent of Deloitte & Touche LLP

          23.2* Consent of Deloitte & Touche LLP

          23.3* Consent of Netherland, Sewell & Associates, Inc.

          23.4*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




                                       3
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "forms8504.txt", "description": "FORM S-8, FILED ON 5/28/04", "secsgml_size_bytes": 11506}]
{"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": "333-116014", "film-number": "04838483"}, "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 May 28, 2004
                                                   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. Amended and Restated 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 Maximum      Proposed Maximum      Amount of
Title of Securities         Amount to be       Offering Price      Aggregate Offering    Registration
 to be Registered           Registered (1)      Per Share (2)           Price (2)            Fee
-------------------------- ----------------- -------------------- -------------------- ---------------
Common Stock               1,000,000 Shares         $1.87             $1,870,000          $237.00
========================== ================= ==================== ==================== ===============
(1)  The number of shares of common  stock  registered  hereby  pursuant  to the
     Gasco  Energy,  Inc.  Amended and Restated  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. The maximum  aggregate  offering price is based on the average
     of the high and low sales  prices of the  registrant's  common stock on May
     25, 2004, as reported on the over-the-counter market.
STATEMENT UNDER GENERAL INSTRUCTION E--REGISTRATION OF ADDITIONAL SHARES

     On January 29,  2004,  the Board of Directors of Gasco  Energy,  Inc.  (the
"Company") approved an amendment to the Gasco Energy, Inc. 2003 Restricted Stock
Plan (the  "Plan") to  increase  the maximum  number of shares of the  Company's
Common Stock, par value $0.0001 (the "Common  Stock"),  that may be issued under
the Plan by  1,000,000  shares.  Accordingly  the Company has executed the Gasco
Energy,  Inc.  Amended and Restated  2003  Restricted  Stock Plan to effect this
increase in shares.  This Registration  Statement has been filed to register the
additional  1,000,000  shares of Common Stock issuable  pursuant to the Plan, as
amended and restated.

     The additional shares to be registered by this  Registration  Statement are
of the same class as those securities covered by the Company's  previously filed
Registration  Statement  on Form S-8 filed on June 10,  2003  (Registration  No.
333-105974)   (the  "Prior   Registration   Statement").   Pursuant  to  General
Instruction  E to Form S-8,  the contents of the Prior  Registration  Statement,
including  periodic reports that the Company filed after the Prior  Registration
Statement to maintain current  information  about the Company,  are incorporated
herein by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

          No.                      Description

          4.1  Gasco Energy,  Inc.  Amended and Restated 2003  Restricted  Stock
               Plan  (incorporated  by reference to Appendix A of the  Company's
               Proxy Statement, filed on April 15, 2004).

          4.2  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).

          4.3  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).

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

          23.1* Consent of Deloitte & Touche LLP

          23.2* Consent of Deloitte & Touche LLP

          23.3* Consent of Netherland, Sewell & Associates, Inc.

          23.4*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

                                       1
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 28th day of May,
2004.

                                             GASCO ENERGY, INC.

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

         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
/s/ Mark A. Erickson                        Director and President and Chief Executive
Mark A. Erickson                            Officer (Principal Executive Officer)                  May 28, 2004

/s/ Marc Bruner
Marc Bruner                                 Director                                               May 28, 2004

/s/ Richard J. Burgess
Richard J. Burgess                          Director                                               May 28, 2004

/s/ Charles B. Crowell
Charles B. Crowell                          Director                                               May 28, 2004

                                           Executive Vice President and Chief Financial
/s/ W. King Grant                          Officer (Principal Financial Officer and                May 28, 2004
W. King Grant                              Principal Accounting Officer)

/s/Rhichard s. Langdon
Richard S. Langdon                          Director                                               May 28, 2004

/s/ Carmen Lotito
Carmen Lotito                               Director                                               May 28, 2004

/s/ Carl Stadelhofer
Carl Stadelhofer                            Director                                               May 28, 2004

 /s/ John A. Schmit                         Director                                               May 28, 2004
John A. Schmit
2
INDEX TO EXHIBITS

          No.                     Description

          4.1  Gasco Energy,  Inc.  Amended and Restated 2003  Restricted  Stock
               Plan  (incorporated  by reference to Appendix A of the  Company's
               Proxy Statement, filed on April 15, 2004).

          4.2  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).

          4.3  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).

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

          23.1* Consent of Deloitte & Touche LLP

          23.2* Consent of Deloitte & Touche LLP

          23.3* Consent of Netherland, Sewell & Associates, Inc.

          23.4*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

                                       3