As filed with the Securities and Exchange Commission on February 4, 1998.

                                        Registration No. 333-
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                              ---------------

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

                           KESTREL ENERGY, INC.
          (Exact name of Registrant as specified in its charter)

           Colorado                          84-0772451
   (State of Incorporation)           (I.R.S. Employer ID No.)


            999 18th Street, Suite 2490, Denver, Colorado 80202
                      (Address of Principal Offices)


                           Kestrel Energy, Inc.
                           Amended and Restated
                      Nonqualified Stock Option Plan
                         (Full Title of the Plan)

                             Timothy L. Hoops
                                 President
                           Kestrel Energy, Inc.
                        999 18th Street, Suite 2490
                          Denver, Colorado 80202
                                      (303) 295-1939
         (Name, address and telephone number of Agent for Service)

                      CALCULATION OF REGISTRATION FEE

Title of                    Proposed Proposed Max.
Securities       Amount    Max. Off.   Aggregate         Amount
to be            to be       Price      Offering      Registration
Registered     Registered  Per Share     Price            Fee

Common Stock
No Par Value    250,000      $1.50      $375,000        $110.63

(1)  The price is set forth solely for the purpose of calculating the fee
and is based on the last price reported to the National Association of
Securities Dealers Automated Quotation System on January 30, 1998.



     THE  CONTENTS OF THE FORM S-8 REGISTRATION STATEMENT FILED  WITH  THE
     SECURITIES AND EXCHANGE COMMISSION BY KESTREL ENERGY, INC. ON OCTOBER
     3, 1995, FILE NO. 33-63171 ARE HEREBY INCORPORATED BY REFERENCE.

                                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 Denver, State of  Colorado,  on
this 2nd day of February, 1998.

                               KESTREL ENERGY, INC.


                               By:/s/Timothy L. Hoops
                                  Timothy L. Hoops, President and
                                  Chief Executive Officer


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


Dated: February 2, 1998            By:/s/Timothy L. Hoops
                                        Timothy L. Hoops, President,
                                        Chief Executive Officer,
                                        Principal Executive Officer
                                        and Director


Dated: February 2, 1998                 By:/s/Robert J. Pett
                                        Robert J. Pett,
                                        Chairman of the Board


Dated: February 2, 1998                 By:/s/Mark a. Boatright
                                        Mark A. Boatright,
                                        Vice President-Finance,
                                        Chief Financial Officer,
                                        Principal Financial and
                                        Accounting Officer
                                        and Director


Dated: February 2, 1998                 By:/s/Kenneth W. Nickerson
                                        Kenneth W. Nickerson, Director


Dated: February 2, 1998                 By:/s/John T. Kopcheff
                                        John T. Kopcheff,
                                        Vice President-International and
                                        Director



Dated:                                  By:
                                        Mark A.E. Syropoulo, Director

                                     
                               EXHIBIT INDEX


No.  Exhibit                                 Method of filing
--   -------                                 ----------------


5.1  Opinion of Gorsuch Kirgis L.L.C.
     regarding legality of shares
     being issued.                           Filed herewith electronically

23.1 Consent of KPMG Peat Marwick LLP        Filed herewith electronically
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 4959}]
{"company-data": {"conformed-name": "KESTREL ENERGY INC", "cik": "0000312842", "assigned-sic": "1311", "irs-number": "840772451", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45587", "film-number": "98521510"}, "business-address": {"street1": "999 18TH ST #2490", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "303/295-1939"}, "mail-address": {"street1": "PO BOX 1079", "street2": "PO BOX 1079", "city": "DENVER", "state": "CO", "zip": "80202-1079"}, "former-company": [{"former-conformed-name": "TPEX EXPLORATION INC", "date-changed": "19920703"}, {"former-conformed-name": "TANNER PRUIT EXPLORATION INC", "date-changed": "19810126"}]}
As filed with the Securities and Exchange Commission on February 4, 1998.

                                        Registration No. 333-
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                              ---------------

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

                           KESTREL ENERGY, INC.
          (Exact name of Registrant as specified in its charter)

           Colorado                          84-0772451
   (State of Incorporation)           (I.R.S. Employer ID No.)

            999 18th Street, Suite 2490, Denver, Colorado 80202
                      (Address of Principal Offices)

                           Kestrel Energy, Inc.
                           Amended and Restated
                      Nonqualified Stock Option Plan
                         (Full Title of the Plan)

                             Timothy L. Hoops
                                 President
                           Kestrel Energy, Inc.
                        999 18th Street, Suite 2490
                          Denver, Colorado 80202
                                      (303) 295-1939
         (Name, address and telephone number of Agent for Service)

                      CALCULATION OF REGISTRATION FEE

Title of                    Proposed Proposed Max.
Securities       Amount    Max. Off.   Aggregate         Amount
to be            to be       Price      Offering      Registration
Registered     Registered  Per Share     Price            Fee

Common Stock
No Par Value    250,000      $1.50      $375,000        $110.63

(1)  The price is set forth solely for the purpose of calculating the fee
and is based on the last price reported to the National Association of
Securities Dealers Automated Quotation System on January 30, 1998.

     THE  CONTENTS OF THE FORM S-8 REGISTRATION STATEMENT FILED  WITH  THE
     SECURITIES AND EXCHANGE COMMISSION BY KESTREL ENERGY, INC. ON OCTOBER
     3, 1995, FILE NO. 33-63171 ARE HEREBY INCORPORATED BY REFERENCE.

                                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 Denver, State of  Colorado,  on
this 2nd day of February, 1998.

                               KESTREL ENERGY, INC.

                               By:/s/Timothy L. Hoops
                                  Timothy L. Hoops, President and
                                  Chief Executive Officer

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

Dated: February 2, 1998            By:/s/Timothy L. Hoops
                                        Timothy L. Hoops, President,
                                        Chief Executive Officer,
                                        Principal Executive Officer
                                        and Director

Dated: February 2, 1998                 By:/s/Robert J. Pett
                                        Robert J. Pett,
                                        Chairman of the Board

Dated: February 2, 1998                 By:/s/Mark a. Boatright
                                        Mark A. Boatright,
                                        Vice President-Finance,
                                        Chief Financial Officer,
                                        Principal Financial and
                                        Accounting Officer
                                        and Director

Dated: February 2, 1998                 By:/s/Kenneth W. Nickerson
                                        Kenneth W. Nickerson, Director

Dated: February 2, 1998                 By:/s/John T. Kopcheff
                                        John T. Kopcheff,
                                        Vice President-International and
                                        Director

Dated:                                  By:
                                        Mark A.E. Syropoulo, Director

                                     
                               EXHIBIT INDEX

No.  Exhibit                                 Method of filing
--   -------                                 ----------------

5.1  Opinion of Gorsuch Kirgis L.L.C.
     regarding legality of shares
     being issued.                           Filed herewith electronically

23.1 Consent of KPMG Peat Marwick LLP        Filed herewith electronically