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<DIV align="center">
<P><STRONG> SECURITIES AND EXCHANGE COMMISSION<BR>
</STRONG>Washington , D.C. 20549</P>
<P><STRONG>FORM S-8<BR>
</STRONG>REGISTRATION STATEMENT UNDER THE<BR>
  SECURITIES ACT OF 1933</P>
<P><STRONG>Statoil ASA<BR>
</STRONG>(Exact Name of Registrant as Specified in Its
  Charter)</P>
<P>&nbsp;</P>
<TABLE cellspacing="0" cellpadding="0">
  <TR>
    <TD width="242" valign="top"><P align="center"><STRONG> Kingdom of Norway</STRONG><BR>
        (State or Other Jurisdiction of<BR>
        Incorporation or Organization)</P></TD>
    <TD width="242" valign="top"><P align="center">&nbsp; </P></TD>
    <TD width="242" valign="top"><P align="center"><STRONG> Not applicable </STRONG><BR>(IRS Employer Identification Number)</P></TD>
  </TR>
</TABLE>
<P><STRONG> &nbsp;</STRONG><STRONG>Forusbeen 50, N-4035 Stavanger, Norway <BR>
</STRONG>
  (Address of Principal Executive Offices)</P>
<P>&nbsp; </P>
<P><STRONG>Statoil North America, Inc. 2004 Employee Share Purchase Plan<BR>
</STRONG>(Full Title of the Plan) </P>
<P>&nbsp; </P>
<P><STRONG> Statoil North America, Inc. <BR>
</STRONG><STRONG>225 High Ridge Road</STRONG><BR>
<STRONG>Stamford</STRONG><STRONG> ,
Connecticut 06905, U.S.A.</STRONG><BR>
<STRONG>(203) 978-6900 <BR>
</STRONG>(Name, Address and Telephone Number of Agent
for Service) </P>
<P>&nbsp; </P>
<P><EM> Please Send Copies of Communications to: <BR>
</EM><STRONG>Kathryn A. Campbell <BR>
</STRONG><STRONG>Sullivan &amp; Cromwell LLP </STRONG></P>
<P><STRONG> 1 New Fetter Lane<BR>
  London EC4A 1AN<BR>
  United Kingdom<BR>
  +44 (0)20 7959 8900</STRONG></P>
<P>&nbsp; </P>
<P>    <STRONG>CALCULATION OF REGISTRATION FEE<BR>
  </STRONG></P>
<TABLE cellspacing="0" cellpadding="0">
  <TR>
    <TD width="246" valign="bottom"><P align="center"><STRONG> Title of securities<BR>
        to be registered (1) </STRONG></P></TD>
    <TD width="117" valign="bottom"><P align="center"><STRONG> Amount<BR>
        to be<BR>
        registered (2) </STRONG></P></TD>
    <TD width="117" valign="bottom"><P align="center"><STRONG> Proposed maximum<BR>
        offering price<BR>
        per unit (3) </STRONG></P></TD>
    <TD width="117" valign="bottom"><P align="center"><STRONG> Proposed maximum<BR>
        aggregate<BR>
        offering price (3) </STRONG></P></TD>
    <TD width="117" valign="bottom"><P align="center"><STRONG> Amount of<BR>
        registration<BR>
        fee </STRONG></P></TD>
  </TR>
  <TR>
    <TD width="246" valign="bottom"><P> Ordinary Shares of Statoil ASA, nominal
        value NOK 2.50 per share </P></TD>
    <TD width="117" valign="bottom"><P> 156,000 </P></TD>
    <TD width="117" valign="bottom"><P align="center"> $14.78 </P></TD>
    <TD width="117" valign="bottom"><P align="center"> $2,305,680 </P></TD>
    <TD width="117" valign="bottom"><P align="center"> $271.38 </P></TD>
  </TR>
</TABLE>
</DIV>
<P> (1) American Depositary Receipts evidencing American Depositary Shares issuable
  on deposit of Ordinary Shares have been registered pursuant to a separate Registration
  Statement on Form F-6 (Form No. 333-13508). </P>
<P> (2) The amount of Ordinary Shares being registered with respect to the Statoil
  North America, Inc. 2004 Employee Share Purchase Plan represents the estimated
  maximum aggregate amount issuable to the Registrant&rsquo;s employees in the
  United States pursuant to such plan. </P>
<P> (3) Estimated solely for purposes of calculating the registration fee. Pursuant
  to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, calculated
  on the basis of NOK 90.38, the average of the high and low prices of the Ordinary
  Shares as reported on the Oslo Stock Exchange on December 15, 2004, and an
  exchange rate of $1.00 per NOK 6.1150, the Federal Reserve Noon Buying Rate
  on December 15, 2004. </P>
<P>&nbsp;</P>
<P align="center"><BR>
    <BR>
    <STRONG>PART I </STRONG></P>
<P align="center"><STRONG> INFORMATION REQUIRED IN THE 10( a ) PROSPECTUS</STRONG></P>
<P> All information required by Part I of Form S-8 to be contained in the Section
  10(a) prospectus is omitted from this Registration Statement in accordance
  with Rule 428 under the Securities Act of 1933, as amended (the &ldquo;Securities
  Act&rdquo;) and the Note to Part I of Form S-8. The document(s) containing
  the information specified in Part I will be delivered to the participants in
  the plan covered by this Registration Statement as required by Rule 428(b)
  under the Securities Act. These documents and the documents incorporated herein
  by reference pursuant to Item 3 of Part II of this Registration Statement,
  taken together, constitute a prospectus that meets the requirements of Section
  10(a) of the Securities Act.</P>
<P align="center"><BR>
    <BR>
    <STRONG>PART II </STRONG></P>
<P align="center"><STRONG>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</STRONG></P>
<P><STRONG> Item 3. <u>Incorporation of Documents by Reference</u> </STRONG></P>
<P> The rules of the Securities and Exchange Commission (the &ldquo;Commission&rdquo;)
  permit Statoil ASA (the &ldquo;Registrant&rdquo;) to incorporate by reference
  information into this Registration Statement. The following documents are incorporated
  herein by reference:</P>
<P> a) The Registrant&rsquo;s Annual Report on Form 20-F for the fiscal year
  ended December 31, 2003 (File No. 001-15200); </P>
<P> b) The Registrant&rsquo;s Reports on Form 6-K (File No. 001-15200), dated
  May 5, 2004, August 2, 2004, and October 27, 2004;</P>
<P> c) The description of the Ordinary Shares of the Registrant contained in
  its Registration Statement on Form F-1 filed with the Commission on May 14,
  2001 (File No. 331-13502) and any amendment or report filed for the purpose
  of updating such description; and</P>
<P> d) The description of the American Depositary Shares of the Registrant contained
  in its Registration Statement on Form F-6 filed with the Commission on June
  12, 2001 (File No. 333-13508) and any amendment or report filed for the purpose
  of updating such description.</P>
<P> All documents subsequently filed by the Registrant pursuant to Sections 13(a),
  13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
  Statement and prior to the filing of a post-effective amendment which indicates
  that all securities offered have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference in this
  Registration Statement and to be part hereof from the date of filing of such
  documents. To the extent designated therein, any reports on Form 6-K furnished
  to the Commission shall be deemed to be incorporated by reference in this Registration
  Statement from the date that such reports are furnished to the Commission.</P>
<P> Any statement contained in a document incorporated or deemed to be incorporated
  by reference herein shall be deemed to be modified or superseded for the purposes
  of this Registration Statement to the extent that a statement contained herein
  or in any other document subsequently filed or furnished which also is or is
  deemed to be incorporated by reference herein modifies or supersedes such statement.
  Any statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement. </P>
<P><STRONG> Item 4. <u>Description of Securities</u> </STRONG></P>
<P> Not applicable.</P>
<P><STRONG> Item 5. <u>Interests of Named Experts and Counsel</u> </STRONG></P>
<P> Not applicable.</P>
<P><STRONG> Item 6. <u>Indemnification of Directors and Officers</u> </STRONG></P>
<P> Neither Norwegian law nor the Registrant&rsquo;s articles of association
  contain any provision concerning indemnification by the Registrant of its board
  of directors. </P>
<P> The Registrant maintains insurance for the indemnification of its directors
  and officers against certain liabilities which they may incur in their capacities
  as such, including insurance against liabilities under the Securities Act. </P>
<P> The directors, the Chief Executive Officer and the members of the corporate
  assembly of the Registrant can each be held liable for any damage they negligently
  or wilfully cause the Registrant. Norwegian law permits the general meeting
  of the Registrant to exempt any such person from liability, but the exemption
  is not binding if substantially correct and complete information was not provided
  at the general meeting when the decision was taken. If a resolution to grant
  such exemption from liability or to not pursue claims against such a person
  has been passed by a general meeting with a smaller majority than that required
  to amend the Registrant&rsquo;s articles of association, shareholders representing
  more than 10% of the share capital or (if there are more than 100 shareholders)
  more than 10% of the number of shareholders may pursue the claim on behalf
  of the Registrant and in its name. The cost of any such action is not the responsibility
  of the Registrant, but can be recovered by any proceeds the Registrant receives
  as a result of the action. If the decision to grant exemption from liability
  or to not pursue claims is made by such a majority as is necessary to amend
  the articles of association, the minority shareholders cannot pursue the claim
  in the name of the Registrant.</P>
<P><STRONG> Item 7. <u>Exemption from Registration Claimed</u></STRONG></P>
<P> Not applicable.</P>
<P><STRONG> Item 8. <u>Exhibits</u> </STRONG></P>
<TABLE cellspacing="0" cellpadding="0">
  <TR>
    <TD width="156" valign="top"><P><u> Exhibit Number </u></P></TD>
    <TD width="402" valign="top"><P><u> Description</u></P></TD>
  </TR>
  <TR>
    <TD width="156" valign="top"><P> 4.1</P></TD>
    <TD width="402" valign="top"><P> English translation of the Articles of Association
        of Statoil ASA, as amended (incorporated by reference to Exhibit 1 of
        the Registrant&rsquo;s Annual Report on Form 20-F for the year ended
        December 31, 2002 (File No. 001-15200))</P></TD>
  </TR>
  <TR>
    <TD width="156" valign="top"><P> 23.1</P></TD>
    <TD width="402" valign="top"><P> Consent of Ernst &amp; Young AS, as independent
        auditors</P></TD>
  </TR>
  <TR>
    <TD width="156" valign="top"><P> 23.2</P></TD>
    <TD width="402" valign="top"><P> Consent of DeGolyer and MacNaughton, as
        independent petroleum engineering consultants</P></TD>
  </TR>
</TABLE>
<P><STRONG> Item 9. <u>Undertakings</u> </STRONG></P>
<P> (a) The undersigned Registrant hereby undertakes:</P>
<BLOCKQUOTE>
  <P> (1) To file, during any period in which offers or sales are being made,
    a post-effective amendment to this Registration Statement:</P>
  <BLOCKQUOTE>
    <P> (i) To include any prospectus required by Section 10(a)(3) of the Securities
      Act of 1933;</P>
    <P> (ii) To reflect in the prospectus any facts or events arising after the
      effective date of this Registration Statement (or the most recent post-effective
      amendment hereof) which, individually or in the aggregate, represent a
      fundamental change in the information set forth in this 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 Commission pursuant to Rule 424(b) if, in the aggregate,
      the changes in volume and price represent no more than 20 percent change
      in the maximum aggregate offering price set forth in the &ldquo;Calculation of Registration Fee&rdquo; table
      in the effective registration statement; and</P>
    <P> (iii) To include any material information with respect to the plan of distribution
      not previously disclosed in this Registration Statement or any material change
      to such information in this Registration Statement;</P>
  </BLOCKQUOTE>
</BLOCKQUOTE>
<P><EM> provided</EM> , <EM>however</EM>, that paragraph (a)(1)(i) and (a)(1)(ii)
    do not apply if the information required to be included in a post-effective
    amendment by those paragraphs is contained in periodic reports filed with or
    furnished to the Commission by the Registrant pursuant to Section 13 or 15(d)
    of the Securities Exchange Act of 1934 that are incorporated by reference in
    this Registration Statement.</P>
<BLOCKQUOTE>
  <P> (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 <EM>bona
    fide</EM> offering
    thereof.</P>
  <P> (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.</P>
</BLOCKQUOTE>
<P> (b) The undersigned Registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act of 1933, each filing of the Registrant&rsquo;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&rsquo;s
  annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
  that is incorporated by reference in this Registration Statement shall be deemed
  to be a new registration statement relating to the securities offered herein,
  and the offering of such securities at that time shall be deemed to be the
  initial <EM>bona fide</EM> offering thereof.</P>
<P> (c) 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 Act and is,
  therefore, unenforce&shy;able. 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 defence of any action, suit or proceeding) is asserted against
  the Registrant 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. </P>
<BR>
<P align="center"><STRONG> SIGNATURES</STRONG></P>
<P> Pursuant to the requirements of the Securities Act, as amended, 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, thereunder duly authorized,
  in the city of Stavanger, Kingdom of Norway, on December 17, 2004. </P>
<P> STATOIL ASA</P>
<P> By: <u>/S/ Helge Lund</u></P>
<P> Name: Helge Lund</P>
<P> Title: Chief Executive Officer</P>
<P>&nbsp; </P>
<P align="center"><STRONG> POWER OF ATTORNY</STRONG></P>
<P> Each person whose signature appears below hereby constitutes and appoints
  [ &#9679; ], [&#9679;] and [ &#9679; ], or any one or more of them, his or
  her true and lawful attorney-in-fact, with power of substitution, in his or
  her name, place and stead, in any and all capacities to sign any and all amendments
  (including post-effective amendments) and supplements to this Registration
  Statement on Form S-8 and to cause the same to be filed with the Securities
  and Exchange Commission, hereby granting to said attorneys-in-fact full power
  and authority to do and perform all and every act and thing whatsoever requisite
  or desirable to be done in and about the premises as fully to all intents and
  purposes as the undersigned might or could do in person, hereby ratifying and
  confirming all acts and things that said attorney-in-fact, or his substitute
  or substitutes, may lawfully do or cause to be done by virtue of these presents.</P>
<P> Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities indicated
  as of December 17, 2004:</P>
<TABLE cellspacing="0" cellpadding="0">
  <TR>
    <TD width="256" valign="top">
        <P><u><STRONG> Signature</STRONG></u></P></TD>
    <TD width="364" valign="top">
        <P><u><STRONG> Title</STRONG></u></P></TD>
  </TR>
  <TR>
    <TD width="256" valign="top"><P>&nbsp; </P>
        <P><u>/S/ Helge Lund</u></P>
        <P> Helge Lund </P></TD>
    <TD width="364" valign="bottom"><P> Chief Executive Officer</P></TD>
  </TR>
  <TR>
    <TD width="256" valign="top"><P>&nbsp; </P>
        <P><u>/S/ Eldar S&aelig;tre</u></P>
        <P> Eldar S&aelig;tre </P></TD>
    <TD width="364" valign="bottom"><P> Executive Vice-President and Chief Financial
        Officer</P></TD>
  </TR>
  <TR>
    <TD width="256" valign="top"><P>&nbsp; </P>
        <P><u>/S/ Terje Tengesdal</u></P>
        <P> Terje Tengesdal </P></TD>
    <TD width="364" valign="bottom"><P> Chief Accounting Officer</P></TD>
  </TR>
  <TR>
    <TD width="256" valign="top"><P>&nbsp; </P>
        <P></P>
        <P> Jannik Lindb&aelig;k </P></TD>
    <TD width="364" valign="bottom"><P> Chairman of the Board of Directors</P></TD>
  </TR>
  <TR>
    <TD width="256" valign="top"><P>&nbsp; </P>
        <P><u>/S/ Kaci Kullman Five</u></P>
        <P> Kaci Kullman Five </P></TD>
    <TD width="364" valign="bottom"><P> Director</P></TD>
  </TR>
  <TR>
    <TD width="256" valign="top"><P>&nbsp; </P>
        <P><u>/S/ Finn A. Hvistendahl</u></P>
        <P> Finn A. Hvistendahl </P></TD>
    <TD width="364" valign="bottom"><P> Director</P></TD>
  </TR>
  <TR>
    <TD width="256" valign="top"><P>&nbsp; </P>
        <P><u>/S/ Grace Reksten Skaugen</u></P>
        <P> Grace Reksten Skaugen </P></TD>
    <TD width="364" valign="bottom"><P> Director</P></TD>
  </TR>
  <TR>
    <TD width="256" valign="top"><P>&nbsp; </P>
        <P><u>/S/ Eli S&aelig;tersmoen</u></P>
        <P> Eli S&aelig;tersmoen </P></TD>
    <TD width="364" valign="bottom"><P> Director</P></TD>
  </TR>
  <TR>
    <TD width="256" valign="top"><P>&nbsp; </P>
        <P><u>/S/ Knut &Aring;m</u></P>
        <P> Knut &Aring;m </P></TD>
    <TD width="364" valign="bottom"><P> Director</P></TD>
  </TR>
  <TR>
    <TD width="256" valign="top"><P>&nbsp; </P>
        <P></P>
        <P> Lill-Heidi Bakerrud </P></TD>
    <TD width="364" valign="bottom"><P> Director</P></TD>
  </TR>
  <TR>
    <TD width="256" valign="top"><P>&nbsp; </P>
        <P></P>
        <P> Stein Bredal </P></TD>
    <TD width="364" valign="bottom"><P> Director</P></TD>
  </TR>
  <TR>
    <TD width="256" valign="top"><P>&nbsp; </P>
        <P><u>/S/ Morten Svaan</u></P>
        <P> Morten Svaan </P></TD>
    <TD width="364" valign="bottom"><P> Director</P></TD>
  </TR>
</TABLE>
<P><STRONG> &nbsp;</STRONG>
</P>
<P align="center"><STRONG> SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT</STRONG></P>
<P> As required by the Securities Act, as amended, the undersigned, the duly
  authorized representative in the United States of the Registrant, has signed
  this Registration Statement in the City of Stamford, State of Connecticut,
  on December 13, 2004. </P>
<DIV align="right">
<TABLE border="0" cellspacing="0" cellpadding="0">
  <TR>
    <TD><P>STATOIL NORTH AMERICA, INC.</P>
      <P>&nbsp; </P>
      <P> By: <u>/S/ Luann G. Smith</u></P>
      <P> Name: Luann G. Smith<BR>
  Title: President</P></TD><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
  </TR>
</TABLE>
</DIV>
<P>&nbsp;</P>
<P>&nbsp; </P>
<P align="center"><STRONG> INDEX TO EXHIBITS</STRONG></P>
<TABLE cellspacing="0" cellpadding="0">
  <TR>
    <TD width="108" valign="top"><P><STRONG> Exhibit Number </STRONG></P></TD>
    <TD width="468" valign="top"><P><STRONG> Description </STRONG></P></TD>
  </TR>
  <TR>
    <TD width="108" valign="top"><P> 4.1</P></TD>
    <TD width="468" valign="top"><P> English translation of the Articles of Association
        of Statoil ASA, as amended (incorporated by reference to Exhibit 1 of
        the Registrant&rsquo;s Annual Report on Form 20-F for the year ended
        December 31, 2002 (File No. 001-15200))</P></TD>
  </TR>
  <TR>
    <TD width="108" valign="top"><P> 23.1</P></TD>
    <TD width="468" valign="top"><P> Consent of Ernst &amp; Young, as independent
        auditors</P></TD>
  </TR>
  <TR>
    <TD width="108" valign="top"><P> 23.2</P></TD>
    <TD width="468" valign="top"><P> Consent of DeGolyer and MacNaughton, as
        independent petroleum engineering consultants</P></TD>
  </TR>
</TABLE>
<P align="right">&nbsp; </P>
</BODY>
</HTML>
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S-8
SECURITIES AND EXCHANGE COMMISSION
Washington , D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Statoil ASA
(Exact Name of Registrant as Specified in Its
  Charter)
Kingdom of Norway
(State or Other Jurisdiction of
Incorporation or Organization)
Not applicable
(IRS Employer Identification Number)
Forusbeen 50, N-4035 Stavanger, Norway
(Address of Principal Executive Offices)
Statoil North America, Inc. 2004 Employee Share Purchase Plan
(Full Title of the Plan)
Statoil North America, Inc.
225 High Ridge Road
Stamford
,
Connecticut 06905, U.S.A.
(203) 978-6900
(Name, Address and Telephone Number of Agent
for Service)
Please Send Copies of Communications to:
Kathryn A. Campbell
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
United Kingdom
+44 (0)20 7959 8900
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered (1)
Amount
to be
registered (2)
Proposed maximum
offering price
per unit (3)
Proposed maximum
aggregate
offering price (3)
Amount of
registration
fee
Ordinary Shares of Statoil ASA, nominal
        value NOK 2.50 per share
156,000
$14.78
$2,305,680
$271.38
(1) American Depositary Receipts evidencing American Depositary Shares issuable
  on deposit of Ordinary Shares have been registered pursuant to a separate Registration
  Statement on Form F-6 (Form No. 333-13508).
(2) The amount of Ordinary Shares being registered with respect to the Statoil
  North America, Inc. 2004 Employee Share Purchase Plan represents the estimated
  maximum aggregate amount issuable to the Registrant's employees in the
  United States pursuant to such plan.
(3) Estimated solely for purposes of calculating the registration fee. Pursuant
  to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, calculated
  on the basis of NOK 90.38, the average of the high and low prices of the Ordinary
  Shares as reported on the Oslo Stock Exchange on December 15, 2004, and an
  exchange rate of $1.00 per NOK 6.1150, the Federal Reserve Noon Buying Rate
  on December 15, 2004.
PART I
INFORMATION REQUIRED IN THE 10( a ) PROSPECTUS
All information required by Part I of Form S-8 to be contained in the Section
  10(a) prospectus is omitted from this Registration Statement in accordance
  with Rule 428 under the Securities Act of 1933, as amended (the "Securities
  Act") and the Note to Part I of Form S-8. The document(s) containing
  the information specified in Part I will be delivered to the participants in
  the plan covered by this Registration Statement as required by Rule 428(b)
  under the Securities Act. These documents and the documents incorporated herein
  by reference pursuant to Item 3 of Part II of this Registration Statement,
  taken together, constitute a prospectus that meets the requirements of Section
  10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
The rules of the Securities and Exchange Commission (the "Commission")
  permit Statoil ASA (the "Registrant") to incorporate by reference
  information into this Registration Statement. The following documents are incorporated
  herein by reference:
a) The Registrant's Annual Report on Form 20-F for the fiscal year
  ended December 31, 2003 (File No. 001-15200);
b) The Registrant's Reports on Form 6-K (File No. 001-15200), dated
  May 5, 2004, August 2, 2004, and October 27, 2004;
c) The description of the Ordinary Shares of the Registrant contained in
  its Registration Statement on Form F-1 filed with the Commission on May 14,
  2001 (File No. 331-13502) and any amendment or report filed for the purpose
  of updating such description; and
d) The description of the American Depositary Shares of the Registrant contained
  in its Registration Statement on Form F-6 filed with the Commission on June
  12, 2001 (File No. 333-13508) and any amendment or report filed for the purpose
  of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
  13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
  Statement and prior to the filing of a post-effective amendment which indicates
  that all securities offered have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference in this
  Registration Statement and to be part hereof from the date of filing of such
  documents. To the extent designated therein, any reports on Form 6-K furnished
  to the Commission shall be deemed to be incorporated by reference in this Registration
  Statement from the date that such reports are furnished to the Commission.
Any statement contained in a document incorporated or deemed to be incorporated
  by reference herein shall be deemed to be modified or superseded for the purposes
  of this Registration Statement to the extent that a statement contained herein
  or in any other document subsequently filed or furnished which also is or is
  deemed to be incorporated by reference herein modifies or supersedes such statement.
  Any 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.
Item 5.
Interests of Named Experts and Counsel
Not applicable.
Item 6.
Indemnification of Directors and Officers
Neither Norwegian law nor the Registrant's articles of association
  contain any provision concerning indemnification by the Registrant of its board
  of directors.
The Registrant maintains insurance for the indemnification of its directors
  and officers against certain liabilities which they may incur in their capacities
  as such, including insurance against liabilities under the Securities Act.
The directors, the Chief Executive Officer and the members of the corporate
  assembly of the Registrant can each be held liable for any damage they negligently
  or wilfully cause the Registrant. Norwegian law permits the general meeting
  of the Registrant to exempt any such person from liability, but the exemption
  is not binding if substantially correct and complete information was not provided
  at the general meeting when the decision was taken. If a resolution to grant
  such exemption from liability or to not pursue claims against such a person
  has been passed by a general meeting with a smaller majority than that required
  to amend the Registrant's articles of association, shareholders representing
  more than 10% of the share capital or (if there are more than 100 shareholders)
  more than 10% of the number of shareholders may pursue the claim on behalf
  of the Registrant and in its name. The cost of any such action is not the responsibility
  of the Registrant, but can be recovered by any proceeds the Registrant receives
  as a result of the action. If the decision to grant exemption from liability
  or to not pursue claims is made by such a majority as is necessary to amend
  the articles of association, the minority shareholders cannot pursue the claim
  in the name of the Registrant.
Item 7.
Exemption from Registration Claimed
Not applicable.
Item 8.
Exhibits
Exhibit Number
Description
4.1
English translation of the Articles of Association
        of Statoil ASA, as amended (incorporated by reference to Exhibit 1 of
        the Registrant's Annual Report on Form 20-F for the year ended
        December 31, 2002 (File No. 001-15200))
23.1
Consent of Ernst & Young AS, as independent
        auditors
23.2
Consent of DeGolyer and MacNaughton, as
        independent petroleum engineering consultants
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 this Registration Statement (or the most recent post-effective
      amendment hereof) which, individually or in the aggregate, represent a
      fundamental change in the information set forth in this 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 Commission pursuant to Rule 424(b) if, in the aggregate,
      the changes in volume and price represent no more than 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 this Registration Statement or any material change
      to such information in this Registration Statement;
provided
,
however
, that paragraph (a)(1)(i) and (a)(1)(ii)
    do not apply if the information required to be included in a post-effective
    amendment by those paragraphs is contained in periodic reports filed with or
    furnished to the Commission by the Registrant pursuant to Section 13 or 15(d)
    of the Securities Exchange Act of 1934 that are incorporated by reference in
    this 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 this Registration Statement shall be deemed
  to be a new registration statement relating to the securities offered herein,
  and the offering of such securities at that time shall be deemed to be the
  initial
bona fide
offering thereof.
(c) 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 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 defence of any action, suit or proceeding) is asserted against
  the Registrant 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, as amended, 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, thereunder duly authorized,
  in the city of Stavanger, Kingdom of Norway, on December 17, 2004.
STATOIL ASA
By:
/S/ Helge Lund
Name: Helge Lund
Title: Chief Executive Officer
POWER OF ATTORNY
Each person whose signature appears below hereby constitutes and appoints
  [ ● ], [●] and [ ● ], or any one or more of them, his or
  her true and lawful attorney-in-fact, with power of substitution, in his or
  her name, place and stead, in any and all capacities to sign any and all amendments
  (including post-effective amendments) and supplements to this Registration
  Statement on Form S-8 and to cause the same to be filed with the Securities
  and Exchange Commission, hereby granting to said attorneys-in-fact full power
  and authority to do and perform all and every act and thing whatsoever requisite
  or desirable to be done in and about the premises as fully to all intents and
  purposes as the undersigned might or could do in person, hereby ratifying and
  confirming all acts and things that said attorney-in-fact, or his substitute
  or substitutes, may lawfully do or cause to be done by virtue of these presents.
Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities indicated
  as of December 17, 2004:
Signature
Title
/S/ Helge Lund
Helge Lund
Chief Executive Officer
/S/ Eldar Sætre
Eldar Sætre
Executive Vice-President and Chief Financial
        Officer
/S/ Terje Tengesdal
Terje Tengesdal
Chief Accounting Officer
Jannik Lindbæk
Chairman of the Board of Directors
/S/ Kaci Kullman Five
Kaci Kullman Five
Director
/S/ Finn A. Hvistendahl
Finn A. Hvistendahl
Director
/S/ Grace Reksten Skaugen
Grace Reksten Skaugen
Director
/S/ Eli Sætersmoen
Eli Sætersmoen
Director
/S/ Knut Åm
Knut Åm
Director
Lill-Heidi Bakerrud
Director
Stein Bredal
Director
/S/ Morten Svaan
Morten Svaan
Director
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
As required by the Securities Act, as amended, the undersigned, the duly
  authorized representative in the United States of the Registrant, has signed
  this Registration Statement in the City of Stamford, State of Connecticut,
  on December 13, 2004.
STATOIL NORTH AMERICA, INC.
By:
/S/ Luann G. Smith
Name: Luann G. Smith
Title: President
INDEX TO EXHIBITS
Exhibit Number
Description
4.1
English translation of the Articles of Association
        of Statoil ASA, as amended (incorporated by reference to Exhibit 1 of
        the Registrant's Annual Report on Form 20-F for the year ended
        December 31, 2002 (File No. 001-15200))
23.1
Consent of Ernst & Young, as independent
        auditors
23.2
Consent of DeGolyer and MacNaughton, as
        independent petroleum engineering consultants