SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM S-8


          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                       TRINITY ENERGY RESOURCES, INC.
           ------------------------------------------------------
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         Nevada                                         87-0431497
 ------------------------                         --------------------------
 (STATE OF INCORPORATION)                         (I.R.S. EMPLOYER I.D. NO.)

       16420 Park Ten Place, Suite 450            Houston, Texas   77084
    -------------------------------------------------------------------
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)


            Compensation Plan for Certain Former Employees and Consultants
           -----------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

                       Dennis E. Hedke, Interim President
                         16420 Park Ten Place, Suite 450
                              Houston, Texas 77084
                                 (281) 829-9910
                                 --------------


(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                         CALCULATION OF REGISTRATION FEE

                                     PROPOSED        PROPOSED
                                     MAXIMUM         MAXIMUM
TITLE OF EACH CLASS OF               OFFERING        AGGREGATE
SECURITIES TO BE       AMOUNT TO BE  PRICE           OFFERING      REGISTRATION
REGISTERED             REGISTERED    PER UNIT        PRICE(1)          FEE
--------------------------------------------------------------------------------
 Common Stock          2,000,000      $.08            160,000        $42.24
$.001 par value
--------------------------------------------------------------------------------
(1)  The  Offering   Price  is  used  solely  for  purposes  of  estimating  the
     registration fee pursuant to Rule 457(c) and by Rule 457(h),  computed upon
     The basis of the  average of the bid and asked price of the  securities  of
     the same class as of December 15, 2000.


<PAGE>

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.

Trinity Energy Resources, Inc. ("The Company", "we", "us" or the "Registrant" is
offering  a total of  2,000,000  shares of its Common  Stock to  certain  former
employees and consultants for employment and services previously rendered, or to
be  rendered.  The  issuance  of shares is being made  pursuant  to the  Special
Compensation  Plan for Certain  Former  Employees and  Consultants  (the "Plan")
adopted by the Board of Directors on December 15,  2000.  The  2,000,000  shares
will cover the costs of previously rendered services as well as ongoing services
to the Company.  Each former employee and consultant has agreed to accept shares
under the Plan in lieu of a cash  payment for its  services.  The shares  issued
hereunder  will  not be  subject  to any  resale  restrictions.  The Plan is not
qualified  under ERISA,  nor is this Plan qualified  under Section 401(a) of the
Internal Revenue Code.

There are no ongoing  reporting  obligations of former employees or consultants,
nor are there any ongoing contributions from the Registrant. The purpose of this
Registration  of securities on Form S-8 is to  compensate  former  employees and
other  individuals  and/or  entities that have performed and continue to perform
consulting   services  to  the   Registrant.   The  Board  has  authorized  this
registration  and  written the Plan to satisfy  present and future  compensation
obligations to former employees and consultants. This registration is limited to
2,000,000 shares.

The former  employees  and  consultants  eligible for shares under the Plan have
performed,  or will  perform in the  future,  services or  activities  for which
shares may be issued under a Form S-8.  Former  employees  and  consultants  may
contact  John  Mahoney,  the  Plan  Administrator  and  Vice  President  of  the
Registrant, with any questions at (281) 829-9910.


Item 2.  Registrant Information and Annual Information on the Plan

In addition to receiving a copy of the Plan, each eligible consultant shall have
access,  upon oral or written request,  to any documentation  regarding the Plan
that may not be included in this Registration Statement.


                                     PART II

Item 3.  Incorporation of Documents by Reference.

The  following  documents,  which are on file with the  Securities  and Exchange
Commission, are incorporated herein by reference:

     (a) The  Company's  latest  amended  registration  statement(10-SB),  filed
September 20, 2000, pursuant Section 12(b) or (g) of the Securities Exchange Act
of 1934,  as amended (the  "Exchange  Act"),  that  contains  audited  financial
statements for the Company's  latest fiscal year for which such  statements have
been filed.  The description of the Company's  Common Stock is contained in that
amended annual report incorporated by reference herein.

     (b) The Company's  third quarter 2000 10-QSB filing,  filed on November 14,
2000.


Item 4.  Not Applicable.


Item 5.  Interest of Named Experts And Counsel.

         Not Applicable


Item 6.  Indemnification of Directors and Officers.


<PAGE>


Nevada Corporation Law

Section  78.7502 of the  Nevada  General  Corporation  Law  contains  provisions
authorizing indemnification by the Company of directors,  officers, employees or
agents  against  certain  liabilities  and  expenses,  which  they may  incur as
directors,  officers,  employees,  or agents of the Company or of certain  other
entities. Section 78.7502(3) provides for mandatory  indemnification,  including
attorney's fees, if the director, officer, employee or agent has been successful
on the merits or otherwise in defense of any action,  suit or  proceeding  or in
defense of any claim, issue or matter therein. Section 78.751 provides that such
indemnification  may  include  payment by the  Company of  expenses  incurred in
defending  a civil or  criminal  action or  proceeding  in  advance of the final
disposition  of such action or proceeding  upon receipt of an undertaking by the
person  indemnified to repay such payment if he shall be ultimately found not to
be  entitled  to  indemnification  under  the  Section.  Indemnification  may be
provided  even  though the  person to be  indemnified  is no longer a  director,
officer, employee or agent of the Company or such other entities. Section 78.752
authorizes  the  Company  to obtain  insurance  on behalf of any such  director,
officer employee or agent against liabilities,  whether or not the Company would
have the power to  indemnify  such person  against  such  liabilities  under the
provisions of the Section 78.7502.

Under Section 78.751(e) the indemnification and advancement of expenses provided
pursuant  to  Sections  78.7502  and 78.751 are not  exclusive,  and  subject to
certain  conditions,  the Company may make other or further  indemnification  or
advancement of expenses of any of its directors,  officers, employees or agents.
Because  neither the Articles of  Incorporation,  as amended,  or By-Laws of our
Company otherwise provide, notwithstanding the failure of the Company to provide
indemnification  and despite a contrary  determination by the Board of Directors
or its shareholders in a specific case, a director,  officer,  employee or agent
of the  Company  who is or was a party to a  proceeding  may apply to a court of
competent  jurisdiction for  indemnification or advancement of expenses or both,
and the court may order  indemnification and advancement of expenses,  including
expenses  incurred in seeking  court-ordered  indemnification  or advancement of
expenses  if  it  determines  that  the  petitioner  is  entitled  to  mandatory
indemnification pursuant to Section 78.7502(3) because he has been successful on
the merits, or because the Company has the power to indemnify on a discretionary
basis  pursuant  to Section  78.7502 or because  the court  determines  that the
petitioner is fairly and reasonably  entitled  indemnification or advancement of
expenses or both in view of all the relevant circumstances.

Articles of Incorporation and By-Laws

Our Articles of  Incorporation  and By-Laws  empower us to indemnify  current or
former  directors,  officers,  employees  or agents of the  Company  or  persons
serving by request of the Company in such capacities in any other  enterprise or
persons who have served by the request of the Company is such  capacities in any
other  enterprise  to the full  extent  permitted  by the  laws of the  State of
Nevada.

Indemnity Agreements

To induce and  encourage  highly  experienced  and  capable  persons to serve as
directors and officers, our Company has entered into an Indemnity Agreement with
each  director  and officer  presently  serving the Company and will provide the
same  agreement to future  directors and officers as well as certain  agents and
employees.  The Agreement  provides that we shall  indemnify the director and/or
officer, or other person, when he or she is a party to, or threatened to be made
a party to, a proceeding by, or in the name of, the Company.  Expenses  incurred
by the indemnified person in any proceeding are to be paid to the fullest extent
permitted by applicable  law. The Agreement may at some time require the Company
to pay out funds which  might  otherwise  be  utilized to further the  Company=s
business  objectives,  thereby  reducing our ability to carry out our  projected
business plans.

SEC Position on Indemnification for Security Act Liability

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended,  may be permitted  to  directors,  officers  and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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, as amended, and is, therefore, unenforceable. If a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Company of  expenses  incurred  or paid by a  director,  officer or  controlling
person  of the  Company  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 Company 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  of whether  such
indemnification  by it is against public policy  expressed in the Securities Act
of 1933,  as amended,  and will be governed  by the final  adjudication  of such
issue.


<PAGE>

OFFICERS AND DIRECTORS LIABILITY INSURANCE

At present,  we do not maintain Officers and Directors  Liability Insurance and,
because of the anticipated  cost of such insurance,  we have no present plans to
obtain such insurance.


Item 7.  Exemption from Registration Claimed.

Not applicable.


Item 8.  Exhibits.

         The Articles of  Incorporation  and all amendments made thereto,  which
define  the  rights  of  common  shareholders  among  other  things,  have  been
previously  filed.  The Registrant does not intend for this Plan to be qualified
under ERISA, and therefore does not need to comply with ERISA. The Exhibit Index
for included exhibits for this Form S-8 Registration  appears immediately before
signatures.


Item 9.  UNDERTAKINGS.

Trinity Energy Resources, Inc. hereby undertakes:

(1) To file  during any period in which  offers or sales are being  made,  post-
effective amendments(s) to this Registration Statement:

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

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

     (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 (1)(i) and (1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the  Exchange  Act  that  are  incorporated  by  reference  in the  Registration
Statement.

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

(4) That, for purposes of determining  any liability  under the Securities  Act,
each filing of the Company's  annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act 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.


<PAGE>


(5) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers or  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the  adjudication of such
issue.



INDEX  TO  EXHIBITS


  Exhibit
  Number    Description
  -------   -----------

   2.1*     Third Amended Plan of Reorganization and Disclosure Statement
   3.1*     Articles of Incorporation, 1986, Utah, Celebrity Limousines, Ltd.
   3.2*     Articles of Incorporation, 12/1/1989, Nevada, Limousines, Ltd.
   3.3*     Articles of Merger, 1/31/1999, Utah, Celebrity Limousines, Ltd. and
            Nevada Limousines, Limited - Nevada Corporation
   3.4*     Articles of Amendment 7/9/1993, name change from Limousines, Limited
              to Trinity Gas Corporation.
   3.5*     By-Laws of Trinity Gas Corporation.
   3.6*     Articles of Amendment, 3/29/1999, Nevada, to change corporate name
                to Trinity Energy Resources, Inc.
   3.7*     Certificate of Authority to Transact Business in Texas, 10/06/1999.
   3.8*     Assumed Name Certificate in Texas, 10/12/1999
   3.9*     Amended Certificate of Designation, Powers, Preferences and Rights
              of the 1999 Series of Convertible Preferred Stock
   5.1      Legal Opinion of Andrea Cataneo, Esq.
  10.1*     Mr. John W. Mahoney - Employment Agreement
  10.2*     Mr. Dennis E. E. Hedke - Employment Agreement
  10.3*     Mr. James E. Gallien, Jr. - Employment Agreement
  10.4*     Mr. Michael L. Wallace - Independent Contractor Agreement
  10.5*     Letter Agreement between Carlton Energy Group, Oriental Petroleum
                Resources, Ltd., and Trinity Gas Corporation
  10.6*     Chad Convention, French Translation
  10.7*     Chad Convention, English Translation
  10.8*     Cliveden Agreement, 5/5/1999
  10.9*     Cliveden Agreement, 11/29/1999
 10.10*     Purchase and Sale Agreement between Carlton Energy, Trinity Gas,
                Ian Nordstrom and Rudy Olschewski
 10.11*     Aker Maritime Sublease
 10.12*     Cliveden Agreement, 12/27/99
 10.13*     Assignment to Cliveden Petroleum Co., Ltd., 1/14/2000
 10.14**    Crude Oil Purchasing Contract-Equiva Trading Company
 10.15**    Crude Oil Purchasing Contract - Sunoco, Inc.
 10.16**    Natural Gas Purchasing Contract-North American Resources
             Company #281
 10.17**    Natural Gas Purchasing Contract-North American Resources
             Company #282
 10.18**    Natural Gas Purchasing Contract-Dynegy Midstream Services, Limited
             Partnership
 10.19****  Master Funding Agreement with Salus Trust, July 21, 2000.
 10.20      Unanimous Consent of Board of Directors adopting the Special
              Compensation Plan for Certain Former Employees and Consultants
 10.21      Special Compensation Plan for Certain Former Employees
              and Consultants
 16.0***    Letter on Change in Certifying Accountant
 24.1       Consent of Andrea Cataneo, Esq.
             (contained in Exhibit 5.1)
 24.2       Consent of Auditors


*    Previously filed with Form 10-SB.
**   Previously filed with 1st Amendment to Form 10SB
***  Previously filed with 4th Amendment to Form 10SB
**** Previously filed with 5th Amendment to Form 10SB

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  of  the  requirements  for  filing  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Houston, State of Texas, December 13, 2000.



                                        TRINITY ENERGY RESOURCES, INC.

                                        By:  /s/ Dennis E. Hedke
                                           --------------------------------
                                           Dennis E. Hedke
                                           Interim President


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

SIGNATURE                               TITLE                           DATE
---------                               -----                           ----

/s/ Dennis E. Hedke
---------------------------         Interim President                  12/15/00
Dennis E. Hedke



/s/ James  E.  Gallien,  Jr.      Executive Vice President/           12/15/00
---------------------------                 CFO
James  E.  Gallien,  Jr.
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{"company-data": {"conformed-name": "TRINITY ENERGY RESOURCES INC", "cik": "0001082292", "assigned-sic": "1382", "irs-number": "870431497"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52714", "film-number": "795400"}, "business-address": {"street1": "11757 KATY FREEWAY", "street2": "SUITE 1430", "city": "HOUSTON", "state": "TX", "zip": "77079", "phone": "2815897675"}, "mail-address": {"street1": "11757 KATY FREEWAY", "street2": "SUITE 1430", "city": "HOUSTON", "state": "TX", "zip": "77079"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM S-8

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       TRINITY ENERGY RESOURCES, INC.
           ------------------------------------------------------
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         Nevada                                         87-0431497
 ------------------------                         --------------------------
 (STATE OF INCORPORATION)                         (I.R.S. EMPLOYER I.D. NO.)

       16420 Park Ten Place, Suite 450            Houston, Texas   77084
    -------------------------------------------------------------------
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)

            Compensation Plan for Certain Former Employees and Consultants
           -----------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

                       Dennis E. Hedke, Interim President
                         16420 Park Ten Place, Suite 450
                              Houston, Texas 77084
                                 (281) 829-9910
                                 --------------

(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE

                                     PROPOSED        PROPOSED
                                     MAXIMUM         MAXIMUM
TITLE OF EACH CLASS OF               OFFERING        AGGREGATE
SECURITIES TO BE       AMOUNT TO BE  PRICE           OFFERING      REGISTRATION
REGISTERED             REGISTERED    PER UNIT        PRICE(1)          FEE
--------------------------------------------------------------------------------
 Common Stock          2,000,000      $.08            160,000        $42.24
$.001 par value
--------------------------------------------------------------------------------
(1)  The  Offering   Price  is  used  solely  for  purposes  of  estimating  the
     registration fee pursuant to Rule 457(c) and by Rule 457(h),  computed upon
     The basis of the  average of the bid and asked price of the  securities  of
     the same class as of December 15, 2000.
PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Trinity Energy Resources, Inc. ("The Company", "we", "us" or the "Registrant" is
offering  a total of  2,000,000  shares of its Common  Stock to  certain  former
employees and consultants for employment and services previously rendered, or to
be  rendered.  The  issuance  of shares is being made  pursuant  to the  Special
Compensation  Plan for Certain  Former  Employees and  Consultants  (the "Plan")
adopted by the Board of Directors on December 15,  2000.  The  2,000,000  shares
will cover the costs of previously rendered services as well as ongoing services
to the Company.  Each former employee and consultant has agreed to accept shares
under the Plan in lieu of a cash  payment for its  services.  The shares  issued
hereunder  will  not be  subject  to any  resale  restrictions.  The Plan is not
qualified  under ERISA,  nor is this Plan qualified  under Section 401(a) of the
Internal Revenue Code.

There are no ongoing  reporting  obligations of former employees or consultants,
nor are there any ongoing contributions from the Registrant. The purpose of this
Registration  of securities on Form S-8 is to  compensate  former  employees and
other  individuals  and/or  entities that have performed and continue to perform
consulting   services  to  the   Registrant.   The  Board  has  authorized  this
registration  and  written the Plan to satisfy  present and future  compensation
obligations to former employees and consultants. This registration is limited to
2,000,000 shares.

The former  employees  and  consultants  eligible for shares under the Plan have
performed,  or will  perform in the  future,  services or  activities  for which
shares may be issued under a Form S-8.  Former  employees  and  consultants  may
contact  John  Mahoney,  the  Plan  Administrator  and  Vice  President  of  the
Registrant, with any questions at (281) 829-9910.

Item 2.  Registrant Information and Annual Information on the Plan

In addition to receiving a copy of the Plan, each eligible consultant shall have
access,  upon oral or written request,  to any documentation  regarding the Plan
that may not be included in this Registration Statement.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

The  following  documents,  which are on file with the  Securities  and Exchange
Commission, are incorporated herein by reference:

     (a) The  Company's  latest  amended  registration  statement(10-SB),  filed
September 20, 2000, pursuant Section 12(b) or (g) of the Securities Exchange Act
of 1934,  as amended (the  "Exchange  Act"),  that  contains  audited  financial
statements for the Company's  latest fiscal year for which such  statements have
been filed.  The description of the Company's  Common Stock is contained in that
amended annual report incorporated by reference herein.

     (b) The Company's  third quarter 2000 10-QSB filing,  filed on November 14,
2000.

Item 4.  Not Applicable.

Item 5.  Interest of Named Experts And Counsel.

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
Nevada Corporation Law

Section  78.7502 of the  Nevada  General  Corporation  Law  contains  provisions
authorizing indemnification by the Company of directors,  officers, employees or
agents  against  certain  liabilities  and  expenses,  which  they may  incur as
directors,  officers,  employees,  or agents of the Company or of certain  other
entities. Section 78.7502(3) provides for mandatory  indemnification,  including
attorney's fees, if the director, officer, employee or agent has been successful
on the merits or otherwise in defense of any action,  suit or  proceeding  or in
defense of any claim, issue or matter therein. Section 78.751 provides that such
indemnification  may  include  payment by the  Company of  expenses  incurred in
defending  a civil or  criminal  action or  proceeding  in  advance of the final
disposition  of such action or proceeding  upon receipt of an undertaking by the
person  indemnified to repay such payment if he shall be ultimately found not to
be  entitled  to  indemnification  under  the  Section.  Indemnification  may be
provided  even  though the  person to be  indemnified  is no longer a  director,
officer, employee or agent of the Company or such other entities. Section 78.752
authorizes  the  Company  to obtain  insurance  on behalf of any such  director,
officer employee or agent against liabilities,  whether or not the Company would
have the power to  indemnify  such person  against  such  liabilities  under the
provisions of the Section 78.7502.

Under Section 78.751(e) the indemnification and advancement of expenses provided
pursuant  to  Sections  78.7502  and 78.751 are not  exclusive,  and  subject to
certain  conditions,  the Company may make other or further  indemnification  or
advancement of expenses of any of its directors,  officers, employees or agents.
Because  neither the Articles of  Incorporation,  as amended,  or By-Laws of our
Company otherwise provide, notwithstanding the failure of the Company to provide
indemnification  and despite a contrary  determination by the Board of Directors
or its shareholders in a specific case, a director,  officer,  employee or agent
of the  Company  who is or was a party to a  proceeding  may apply to a court of
competent  jurisdiction for  indemnification or advancement of expenses or both,
and the court may order  indemnification and advancement of expenses,  including
expenses  incurred in seeking  court-ordered  indemnification  or advancement of
expenses  if  it  determines  that  the  petitioner  is  entitled  to  mandatory
indemnification pursuant to Section 78.7502(3) because he has been successful on
the merits, or because the Company has the power to indemnify on a discretionary
basis  pursuant  to Section  78.7502 or because  the court  determines  that the
petitioner is fairly and reasonably  entitled  indemnification or advancement of
expenses or both in view of all the relevant circumstances.

Articles of Incorporation and By-Laws

Our Articles of  Incorporation  and By-Laws  empower us to indemnify  current or
former  directors,  officers,  employees  or agents of the  Company  or  persons
serving by request of the Company in such capacities in any other  enterprise or
persons who have served by the request of the Company is such  capacities in any
other  enterprise  to the full  extent  permitted  by the  laws of the  State of
Nevada.

Indemnity Agreements

To induce and  encourage  highly  experienced  and  capable  persons to serve as
directors and officers, our Company has entered into an Indemnity Agreement with
each  director  and officer  presently  serving the Company and will provide the
same  agreement to future  directors and officers as well as certain  agents and
employees.  The Agreement  provides that we shall  indemnify the director and/or
officer, or other person, when he or she is a party to, or threatened to be made
a party to, a proceeding by, or in the name of, the Company.  Expenses  incurred
by the indemnified person in any proceeding are to be paid to the fullest extent
permitted by applicable  law. The Agreement may at some time require the Company
to pay out funds which  might  otherwise  be  utilized to further the  Company=s
business  objectives,  thereby  reducing our ability to carry out our  projected
business plans.

SEC Position on Indemnification for Security Act Liability

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended,  may be permitted  to  directors,  officers  and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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, as amended, and is, therefore, unenforceable. If a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Company of  expenses  incurred  or paid by a  director,  officer or  controlling
person  of the  Company  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 Company 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  of whether  such
indemnification  by it is against public policy  expressed in the Securities Act
of 1933,  as amended,  and will be governed  by the final  adjudication  of such
issue.
OFFICERS AND DIRECTORS LIABILITY INSURANCE

At present,  we do not maintain Officers and Directors  Liability Insurance and,
because of the anticipated  cost of such insurance,  we have no present plans to
obtain such insurance.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

         The Articles of  Incorporation  and all amendments made thereto,  which
define  the  rights  of  common  shareholders  among  other  things,  have  been
previously  filed.  The Registrant does not intend for this Plan to be qualified
under ERISA, and therefore does not need to comply with ERISA. The Exhibit Index
for included exhibits for this Form S-8 Registration  appears immediately before
signatures.

Item 9.  UNDERTAKINGS.

Trinity Energy Resources, Inc. hereby undertakes:

(1) To file  during any period in which  offers or sales are being  made,  post-
effective amendments(s) to this Registration Statement:

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

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

     (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 (1)(i) and (1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the  Exchange  Act  that  are  incorporated  by  reference  in the  Registration
Statement.

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

(4) That, for purposes of determining  any liability  under the Securities  Act,
each filing of the Company's  annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act 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.
(5) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers or  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the  adjudication of such
issue.

INDEX  TO  EXHIBITS

  Exhibit
  Number    Description
  -------   -----------

   2.1*     Third Amended Plan of Reorganization and Disclosure Statement
   3.1*     Articles of Incorporation, 1986, Utah, Celebrity Limousines, Ltd.
   3.2*     Articles of Incorporation, 12/1/1989, Nevada, Limousines, Ltd.
   3.3*     Articles of Merger, 1/31/1999, Utah, Celebrity Limousines, Ltd. and
            Nevada Limousines, Limited - Nevada Corporation
   3.4*     Articles of Amendment 7/9/1993, name change from Limousines, Limited
              to Trinity Gas Corporation.
   3.5*     By-Laws of Trinity Gas Corporation.
   3.6*     Articles of Amendment, 3/29/1999, Nevada, to change corporate name
                to Trinity Energy Resources, Inc.
   3.7*     Certificate of Authority to Transact Business in Texas, 10/06/1999.
   3.8*     Assumed Name Certificate in Texas, 10/12/1999
   3.9*     Amended Certificate of Designation, Powers, Preferences and Rights
              of the 1999 Series of Convertible Preferred Stock
   5.1      Legal Opinion of Andrea Cataneo, Esq.
  10.1*     Mr. John W. Mahoney - Employment Agreement
  10.2*     Mr. Dennis E. E. Hedke - Employment Agreement
  10.3*     Mr. James E. Gallien, Jr. - Employment Agreement
  10.4*     Mr. Michael L. Wallace - Independent Contractor Agreement
  10.5*     Letter Agreement between Carlton Energy Group, Oriental Petroleum
                Resources, Ltd., and Trinity Gas Corporation
  10.6*     Chad Convention, French Translation
  10.7*     Chad Convention, English Translation
  10.8*     Cliveden Agreement, 5/5/1999
  10.9*     Cliveden Agreement, 11/29/1999
 10.10*     Purchase and Sale Agreement between Carlton Energy, Trinity Gas,
                Ian Nordstrom and Rudy Olschewski
 10.11*     Aker Maritime Sublease
 10.12*     Cliveden Agreement, 12/27/99
 10.13*     Assignment to Cliveden Petroleum Co., Ltd., 1/14/2000
 10.14**    Crude Oil Purchasing Contract-Equiva Trading Company
 10.15**    Crude Oil Purchasing Contract - Sunoco, Inc.
 10.16**    Natural Gas Purchasing Contract-North American Resources
             Company #281
 10.17**    Natural Gas Purchasing Contract-North American Resources
             Company #282
 10.18**    Natural Gas Purchasing Contract-Dynegy Midstream Services, Limited
             Partnership
 10.19****  Master Funding Agreement with Salus Trust, July 21, 2000.
 10.20      Unanimous Consent of Board of Directors adopting the Special
              Compensation Plan for Certain Former Employees and Consultants
 10.21      Special Compensation Plan for Certain Former Employees
              and Consultants
 16.0***    Letter on Change in Certifying Accountant
 24.1       Consent of Andrea Cataneo, Esq.
             (contained in Exhibit 5.1)
 24.2       Consent of Auditors

*    Previously filed with Form 10-SB.
**   Previously filed with 1st Amendment to Form 10SB
***  Previously filed with 4th Amendment to Form 10SB
**** Previously filed with 5th Amendment to Form 10SB
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  of  the  requirements  for  filing  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Houston, State of Texas, December 13, 2000.

                                        TRINITY ENERGY RESOURCES, INC.

                                        By:  /s/ Dennis E. Hedke
                                           --------------------------------
                                           Dennis E. Hedke
                                           Interim President

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

SIGNATURE                               TITLE                           DATE
---------                               -----                           ----

/s/ Dennis E. Hedke
---------------------------         Interim President                  12/15/00
Dennis E. Hedke

/s/ James  E.  Gallien,  Jr.      Executive Vice President/           12/15/00
---------------------------                 CFO
James  E.  Gallien,  Jr.