As filed with the Securities and Exchange Commission on February 10, 2005
                                                   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)
                             ----------------------

                San Joaquin Resources Inc. 1999 Stock Option Plan
                          Individual Option Agreements

                            (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
======================================== ================= ==================== ==================== ===============
                                Proposed Maximum
          Title of Securities                                Offering Price      Proposed Maximum      Amount of
---------------------------------------    Amount to be       Per Share (2)     Aggregate Offering    Registration
           to be Registered               Registered (1)                             Price (2)            Fee
---------------------------------------- ----------------- -------------------- -------------------- ---------------

<S>                                      <C>                      <C>               <C>                  <C>
Common Stock issuable under San          7,051,721 Shares         $3.68             $39,997,813          $4,708
Joaquin Resources Inc. 1999 Stock
Option Plan


Common Stock issuable pursuant to
individual option agreements (3)         3,817,250 Shares
======================================== ================= ==================== ==================== ===============
</TABLE>
(1) The  number of shares of common stock  registered  hereby 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 February
    9, 2005, as reported on the American Stock Exchange.
(3) The shares  listed  represent  shares  issuable upon the exercise of options
    granted to the following persons, each of whom was an employee,  director or
    consultant  of the  Registrant  at the time of grant:  Mark  Erickson,  Carl
    Stadelhofer,  Timothy  Bowes,  Robin Dean,  Robert Thorup,  Suzanne  Wright,
    Carmen  Lotito,  Hartfield,  Sonnier  & Blue,  Fay  Matsukage,  King  Grant,
    Sherrill  Hendricks,  John Wells, Mike Decker,  Gregory Pek and Marc Bruner.
    Each such  option,  other than the  options  granted to Mark  Erickson,  was
    issued in the form of option  agreement  set forth in Exhibit 4.4 hereto and
    the terms and number of shares  underlying  each such  option are  indicated
    therein.  1,025,000 of the shares listed  represent shares issuable upon the
    exercise of options granted to Mark Erickson in the form of option agreement
    set forth in Exhibit 4.5 hereto.



<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, 2003 as filed with the Commission on March 26, 2004;

         (b) The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 2004, as filed with the Commission on May 12, 2004;

         (c) The Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 2004, as filed with the Commission on August 11, 2004;

         (d) The Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 2004, as filed with the Commission on November 12, 2004;

         (e) The  Registrant's  Current Reports on Form 8-K/A filed with the SEC
on April 14, 2004, October 14, 2004 and December 2, 2004 and Form 8-K filed with
the SEC on January 21, 2004,  February 12, 2004, March 17, 2004, March 29, 2004,
April 14, 2004, June 15, 2004, August 4, 2004,  September 7, 2004,  September 9,
2004,  September 14, 2004, September 24, 2004, October 5, 2004, October 14, 2004
(three reports of the same date),  October 15, 2004, October 20, 2004,  November
8, 2004,  November  23,  2004,  December 6, 2004 (two reports of the same date),
January 5, 2005,  January  26,  2005,  January  31,  2005 and  February  7, 2005
(excluding  any  information  furnished  pursuant  to Item 9 or Item 12 prior to
August 23,  2004 or  information  furnished  pursuant  to Item 2.02 or Item 7.01
after August 23, 2004, on any Current Report on Form 8-K) and;

         (f) The description of the  Registrant's  Common Stock contained in the
Registration Statement on Form 8-A filed with the SEC on December 2, 2004 and;

         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,  (excluding any information furnished pursuant to Item 2.02 or
Item 7.01 on any Current Report on Form 8-K) 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.

                                       2
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 78.7502 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 78.138 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  78.7502  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 78.138 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  provide  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  amended  and  restated  articles  of
incorporation  provide 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 any  breach of  loyalty  to our  company or our
stockholders,  (2) for acts or omissions which involve intentional misconduct or
a knowing violation of law, (3) for unlawful payments of dividends under Section
78.300 of the NGCL, or (4) for any transaction  from which the director  derived
an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          No.      Description

          4.1  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).

          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).

          4.4* Form of Option Agreement  between the Company and the individuals
               listed therein.

          4.5  Form of Option  Agreement  between the Company and Mark  Erickson
               (incorporated  by reference to Exhibit 10.9 to the Company's Form
               10-K for the year ended  December  31,  2001,  filed on March 29,
               2002).

                                       3
<PAGE>

          4.6  Form of Option  Agreement  for San Joaquin  Resources  Inc.  1999
               Stock Option Plan  (incorporated  by reference to Exhibit 10.8 to
               the  Company's  Form 10-K for the year ended  December  31, 2001,
               filed on March 29, 2002).

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

          23.1* Consent of Deloitte & Touche LLP.

          23.2*Consent of  Netherland,  Sewell & Associates,  Inc.,  independent
               petroleum engineers

          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.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of  prospectus  filed  with the  Securities  and
                    Exchange  Commission  pursuant  to Rule  424(b)  if,  in the
                    aggregate, the changes in volume and price represent no more
                    than a 20 percent change in the maximum  aggregate  offering
                    price set forth in the  "Calculation  of  Registration  Fee"
                    table in the effective registration statement; and

               (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.

          (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.

         (h)  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,


                                       4
<PAGE>

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 10th day of
February, 2005.

                                                    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    February 10, 2005
            ---------------------                 Officer (Principal Executive
              Mark A. Erickson                    Officer)


            /s/ Marc A. Bruner                   Director                                       February 10, 2005
            ------------------
              Marc A. Bruner


           /s/ Carl Stadelhofer                  Director                                       February 10, 2005
           --------------------
             Carl Stadelhofer


            /s/ W. King Grant                    Executive Vice President and Chief             February 10, 2005
           -----------------                     Financial Officer (Principal Financial
              W. King Grant                      Officer and Principal Accounting Officer


            /s/ Carmen Lotito                    Director                                       February 10, 2005
            ------------------
          Carmen ("Tony") Lotito

          /s/ Charles B. Crowell
          ----------------------
           Charles B. Crowell                    Director                                       February 10, 2005


          /s/ Richard S. Langdon                 Director                                       February 10, 2005
          ----------------------
            Richard S. Langdon


             /s/ R.J. Burgess                    Director                                       February 10, 2005
             ----------------
               R.J. Burgess



            /s/ John A. Schmit                   Director                                       February 10, 2005
            ------------------
              John A. Schmit

</TABLE>



                                       6
<PAGE>



                                INDEX TO EXHIBITS

          No.      Description

          4.1  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).

          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).

          4.4* Form of Option Agreement  between the Company and the individuals
               listed therein.

          4.5  Form of Option  Agreement  between the Company and Mark  Erickson
               (incorporated  by reference to Exhibit 10.9 to the Company's Form
               10-K for the year ended  December  31,  2001,  filed on March 29,
               2002).

          4.6  Form of Option  Agreement  for San Joaquin  Resources  Inc.  1999
               Stock Option Plan  (incorporated  by reference to Exhibit 10.8 to
               the  Company's  Form 10-K for the year ended  December  31, 2001,
               filed on March 29, 2002).

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

          23.1* Consent of Deloitte & Touche LLP.

          23.2*Consent of  Netherland,  Sewell & Associates,  Inc.,  independent
               petroleum engineers

          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
[{"type": "S-8", "sequence": "1", "filename": "forms8205.txt", "description": "FORM S-8 DATED 2/10/05", "secsgml_size_bytes": 25144}]
{"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": "333-122716", "film-number": "05594261"}, "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 February 10, 2005
                                                   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)
                             ----------------------

                San Joaquin Resources Inc. 1999 Stock Option Plan
                          Individual Option Agreements

                            (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
          Title of Securities                                Offering Price      Proposed Maximum      Amount of
---------------------------------------    Amount to be       Per Share (2)     Aggregate Offering    Registration
           to be Registered               Registered (1)                             Price (2)            Fee
---------------------------------------- ----------------- -------------------- -------------------- ---------------
Common Stock issuable under San          7,051,721 Shares         $3.68             $39,997,813          $4,708
Joaquin Resources Inc. 1999 Stock
Option Plan

Common Stock issuable pursuant to
individual option agreements (3)         3,817,250 Shares
======================================== ================= ==================== ==================== ===============
(1) The  number of shares of common stock  registered  hereby 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 February
    9, 2005, as reported on the American Stock Exchange.
(3) The shares  listed  represent  shares  issuable upon the exercise of options
    granted to the following persons, each of whom was an employee,  director or
    consultant  of the  Registrant  at the time of grant:  Mark  Erickson,  Carl
    Stadelhofer,  Timothy  Bowes,  Robin Dean,  Robert Thorup,  Suzanne  Wright,
    Carmen  Lotito,  Hartfield,  Sonnier  & Blue,  Fay  Matsukage,  King  Grant,
    Sherrill  Hendricks,  John Wells, Mike Decker,  Gregory Pek and Marc Bruner.
    Each such  option,  other than the  options  granted to Mark  Erickson,  was
    issued in the form of option  agreement  set forth in Exhibit 4.4 hereto and
    the terms and number of shares  underlying  each such  option are  indicated
    therein.  1,025,000 of the shares listed  represent shares issuable upon the
    exercise of options granted to Mark Erickson in the form of option agreement
    set forth in Exhibit 4.5 hereto.
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, 2003 as filed with the Commission on March 26, 2004;

         (b) The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 2004, as filed with the Commission on May 12, 2004;

         (c) The Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 2004, as filed with the Commission on August 11, 2004;

         (d) The Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 2004, as filed with the Commission on November 12, 2004;

         (e) The  Registrant's  Current Reports on Form 8-K/A filed with the SEC
on April 14, 2004, October 14, 2004 and December 2, 2004 and Form 8-K filed with
the SEC on January 21, 2004,  February 12, 2004, March 17, 2004, March 29, 2004,
April 14, 2004, June 15, 2004, August 4, 2004,  September 7, 2004,  September 9,
2004,  September 14, 2004, September 24, 2004, October 5, 2004, October 14, 2004
(three reports of the same date),  October 15, 2004, October 20, 2004,  November
8, 2004,  November  23,  2004,  December 6, 2004 (two reports of the same date),
January 5, 2005,  January  26,  2005,  January  31,  2005 and  February  7, 2005
(excluding  any  information  furnished  pursuant  to Item 9 or Item 12 prior to
August 23,  2004 or  information  furnished  pursuant  to Item 2.02 or Item 7.01
after August 23, 2004, on any Current Report on Form 8-K) and;

         (f) The description of the  Registrant's  Common Stock contained in the
Registration Statement on Form 8-A filed with the SEC on December 2, 2004 and;

         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,  (excluding any information furnished pursuant to Item 2.02 or
Item 7.01 on any Current Report on Form 8-K) 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.

                                       2
Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 78.7502 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 78.138 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  78.7502  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 78.138 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  provide  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  amended  and  restated  articles  of
incorporation  provide 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 any  breach of  loyalty  to our  company or our
stockholders,  (2) for acts or omissions which involve intentional misconduct or
a knowing violation of law, (3) for unlawful payments of dividends under Section
78.300 of the NGCL, or (4) for any transaction  from which the director  derived
an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          No.      Description

          4.1  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).

          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).

          4.4* Form of Option Agreement  between the Company and the individuals
               listed therein.

          4.5  Form of Option  Agreement  between the Company and Mark  Erickson
               (incorporated  by reference to Exhibit 10.9 to the Company's Form
               10-K for the year ended  December  31,  2001,  filed on March 29,
               2002).

                                       3
4.6  Form of Option  Agreement  for San Joaquin  Resources  Inc.  1999
               Stock Option Plan  (incorporated  by reference to Exhibit 10.8 to
               the  Company's  Form 10-K for the year ended  December  31, 2001,
               filed on March 29, 2002).

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

          23.1* Consent of Deloitte & Touche LLP.

          23.2*Consent of  Netherland,  Sewell & Associates,  Inc.,  independent
               petroleum engineers

          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.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of  prospectus  filed  with the  Securities  and
                    Exchange  Commission  pursuant  to Rule  424(b)  if,  in the
                    aggregate, the changes in volume and price represent no more
                    than a 20 percent change in the maximum  aggregate  offering
                    price set forth in the  "Calculation  of  Registration  Fee"
                    table in the effective registration statement; and

               (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.

          (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.

         (h)  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,

                                       4
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 10th day of
February, 2005.

                                                    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    February 10, 2005
            ---------------------                 Officer (Principal Executive
              Mark A. Erickson                    Officer)

            /s/ Marc A. Bruner                   Director                                       February 10, 2005
            ------------------
              Marc A. Bruner

           /s/ Carl Stadelhofer                  Director                                       February 10, 2005
           --------------------
             Carl Stadelhofer

            /s/ W. King Grant                    Executive Vice President and Chief             February 10, 2005
           -----------------                     Financial Officer (Principal Financial
              W. King Grant                      Officer and Principal Accounting Officer

            /s/ Carmen Lotito                    Director                                       February 10, 2005
            ------------------
          Carmen ("Tony") Lotito

          /s/ Charles B. Crowell
          ----------------------
           Charles B. Crowell                    Director                                       February 10, 2005

          /s/ Richard S. Langdon                 Director                                       February 10, 2005
          ----------------------
            Richard S. Langdon

             /s/ R.J. Burgess                    Director                                       February 10, 2005
             ----------------
               R.J. Burgess

            /s/ John A. Schmit                   Director                                       February 10, 2005
            ------------------
              John A. Schmit
6
INDEX TO EXHIBITS

          No.      Description

          4.1  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).

          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).

          4.4* Form of Option Agreement  between the Company and the individuals
               listed therein.

          4.5  Form of Option  Agreement  between the Company and Mark  Erickson
               (incorporated  by reference to Exhibit 10.9 to the Company's Form
               10-K for the year ended  December  31,  2001,  filed on March 29,
               2002).

          4.6  Form of Option  Agreement  for San Joaquin  Resources  Inc.  1999
               Stock Option Plan  (incorporated  by reference to Exhibit 10.8 to
               the  Company's  Form 10-K for the year ended  December  31, 2001,
               filed on March 29, 2002).

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

          23.1* Consent of Deloitte & Touche LLP.

          23.2*Consent of  Netherland,  Sewell & Associates,  Inc.,  independent
               petroleum engineers

          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