<PAGE>

                         ------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         ------------------------------

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

                         ------------------------------

                            EVERGREEN RESOURCES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           COLORADO                                         84-0834147
-------------------------------                       ----------------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation of organization)                       Identification Number)

                          1401 17TH STREET, SUITE 1200
                             DENVER, COLORADO 80202
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                            EVERGREEN RESOURCES, INC.
                            INITIAL STOCK OPTION PLAN
                            (Full title of the plan)
                           --------------------------

                                 Mark S. Sexton
                             Chief Executive Officer
                            Evergreen Resources, Inc.
                          1401 17th Street, Suite 1200
                             Denver, Colorado 80202
                                 (303) 298-8100
             ------------------------------------------------------
            (Name, address and telephone number, including area code,
                              of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                            PROPOSED                    PROPOSED
TITLE OF                                    MAXIMUM                      MAXIMUM
SECURITIES             AMOUNT               OFFERING                    AGGREGATE               AMOUNT OF
TO BE                  TO BE                PRICE                       OFFERING                REGISTRATION
REGISTERED             REGISTERED           PER SHARE (1)                PRICE   (1)            FEE         (1)
----------             -----------          --------------              -------------           -----------------
<S>                    <C>                  <C>                         <C>                     <C>
Common Stock,
no par value           500,000 shares          $16.1875 per share         $8,093,750                 $2136.75
-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)    Pursuant to Rule 457(c) and (h)(1), based on the option price for shares
       available for issuance upon exercise of options granted under the
       Evergreen Resources, Inc. Initial Stock Option Plan and the average of
       the high ($16.50) and low ($15.875) sale prices of the Company's common
       stock on December 14, 1999, as reported on the Nasdaq National Market
       with respect to shares available for issuance upon the future grant of
       options under the Evergreen Resources, Inc. Initial Stock Option Plan.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed by Evergreen Resources, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

                  (a)      The Company's Annual Report on Form 10-K for the
         year ended December 31, 1998;

                   (b)     The Company's Quarterly Reports on Form 10-Q for the
         quarters ended March 31, 1999, June 30, 1999 and September 30, 1999;

                  (c)      The Company's Amendment to Quarterly Report on
         Form 10-Q/A for the quarter ended June 30, 1999;

                  (d)      The Company's Current Reports on Form 8-K filed with
         the  Commission on May 28, 1999 and June 18, 1999 (amended on
         Form 8-K/A filed on June 21, 1999);

                  (e)      The description of the common stock that is contained
         in the Company's registration statement on Form 8-A filed with the
         Commission on or about December 21, 1981, including any amendment or
         report filed for the purposes of updating the description;

                  (f)      The description of the Company's Shareholders Rights
         Agreement that is contained in the Company's registration statement on
         Form 8-A filed with the Commission on July 7, 1997; and

                  (g)      All other reports filed  pursuant to Section 13(a)
         or 15(d) of the Exchange Act since the end of the fiscal year referred
         to in (a) above.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  The legality of the securities offered hereby has been passed
upon by the law firm of Berenbaum, Weinshienk & Eason, P.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 7-108-402 of the Colorado Business Corporation Act
(the "Act") provides, generally, that the articles of incorporation of a
Colorado corporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director; except that any
such provision may not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) acts specified in
Section 7-108-403 (concerning unlawful distributions), or (iv) any transaction
from which a director directly or indirectly derived an improper

                                     II-1
<PAGE>

personal benefit. Such provision may not eliminate or limit the liability of
a director for any act or omission occurring prior to the date on which such
provision becomes effective. The Company's articles of incorporation contain
a provision eliminating liability as permitted by the statute. The Company's
articles of incorporation further provide that directors and officers of the
Company will not be held personally liable for any injury to persons or
property caused by the wrongful act of any employee of the Company unless
either (i) the director or officer was personally involved in the situation
leading to litigation or (ii) the director or officer committed a criminal
offense in connection with such litigation.

                  Section 7-109-103 of the Act provides that a Colorado
corporation must indemnify a person (i) who is or was a director of the
corporation or an individual who, while serving as a director of the
corporation, is or was serving at the corporation's request as a director,
officer, partner, trustee, employee or fiduciary or agent of another
corporation or other entity or of any employee benefit plan (a "Director") or
officer of the corporation and (ii) who was wholly successful, on the merits
or otherwise, in defense of any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal (a "Proceeding"), in which he
was a party, against reasonable expenses incurred by him in connection with
the Proceeding, unless such indemnity is limited by the corporation's
articles of incorporation. The Company's articles of incorporation do not
contain any such limitation.

                  Section 7-109-102 of the Act provides, generally, that a
Colorado corporation may indemnify a person made a party to a Proceeding
because the person is or was a Director against any obligation incurred with
respect to a Proceeding to pay a judgment, settlement, penalty, fine
(including an excise tax assessed with respect to an employee benefit plan)
or reasonable expenses incurred in the Proceeding if the person conducted
himself or herself in good faith and the person reasonably believed, in the
case of conduct in an official capacity with the corporation, that the
person's conduct was in the corporation's best interests and, in all other
cases, his conduct was at least not opposed to the corporation's best
interests and, with respect to any criminal proceedings, the person had no
reasonable cause to believe that his conduct was unlawful. The Company's
articles of incorporation and its bylaws provide for such indemnification. A
corporation may not indemnify a Director in connection with any Proceeding by
or in the right of the corporation in which the Director was adjudged liable
to the corporation or, in connection with any other Proceeding charging the
Director derived an improper personal benefit, whether or not involving
actions in an official capacity, in which Proceeding the Director was judged
liable on the basis that he derived an improper personal benefit. Any
indemnification permitted in connection with a Proceeding by or in the right
of the corporation is limited to reasonable expenses incurred in connection
with such Proceeding.

                  Under Section 7-109-107 of the Act, unless otherwise
provided in the articles of incorporation, a Colorado corporation may
indemnify an officer, employee, fiduciary, or agent of the corporation to the
same extent as a Director and may indemnify such a person who is not a
Director to a greater extent, if not inconsistent with public policy and if
provided for by its bylaws, general or specific action of its board of
directors or shareholders, or contract. The Company's articles of
incorporation and bylaws provide for indemnification of officers, employees
and agents of the Company to the same extent as its directors.

                  The Company's articles of incorporation and bylaws permit
the Company to pay expenses incurred in defending a Proceeding in advance of
the final disposition of the Proceeding if the person undertakes to repay the
amount unless it is ultimately determined that he is entitled to such
expenses.

                  The Company's articles of incorporation also provide that
the Company may purchase and maintain insurance covering any person serving
on behalf of, or at the request of, the Company against any liability
incurred by him in such capacity or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability. The Company has obtained a policy of directors' and officers'
liability insurance that insures the Company's directors and officers against
the cost of defense, settlement or payment of a judgment under certain
circumstances.

                  In addition, the Plan provides that each person who serves
as a member of the Board of Directors or Compensation Committee of the Board
of the Company shall be indemnified and held harmless by the Company against
and from (i) any loss, cost, liability or expense imposed on or reasonably
incurred by such person in connection with any claim, action, suit or
proceeding to which such person may be a party or otherwise involved by

                                     II-2
<PAGE>

reason of any action or failure to act under the Plan; and (ii) any and all
amounts paid by such person in satisfaction of judgment in any such action
related to the Plan.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The following exhibits are filed as a part of this
Registration Statement:

<TABLE>
<CAPTION>
        NUMBER          DESCRIPTION
        ------          -----------
<S>                     <C>
        4.1             Articles of incorporation of the Company, as amended,
                        which are incorporated by reference to Exhibit 3.1 of
                        the Company's Registration Statement on Form S-1
                        (Commission File No. 33-273035), by reference to Exhibit
                        I of the Company's Current Report on Form 8-K dated
                        December 9, 1994, and by reference to Exhibit 3.1 to the
                        Company's Current Report on Form 8-K dated June 1, 1998.

        4.2             Bylaws of the Company, which are incorporated by
                        reference to Exhibit 3.2 to the Company's Current Report
                        on Form 8-K dated June 1, 1998.

        4.3             Shareholders' Rights Agreement, which is incorporated by
                        reference to Exhibit 1 to the Company's Current Report
                        on Form 8-K dated July 7, 1997.

        5               Opinion of Berenbaum, Weinshienk & Eason, P.C.

        23.1            Consent of Berenbaum, Weinshienk & Eason, P.C. (included
                        in Exhibit 5)

        23.2            Consent of BDO Seidman, LLP

        23.3            Consent of Resource Services International, Inc.

        23.4            Consent of Netherland, Sewell & Associates, Inc.

        24              Power of Attorney of Directors and Officers of the
                        Company (included in the signature page)

        99              Evergreen Resources, Inc. Initial Stock Option Plan
</TABLE>

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, as amended
                           (the "Securities Act");

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

                                     II-3
<PAGE>

                           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
                           a 20% change in the maximum aggregate offering price
                           set forth in the "Calculation of Registration Fee"
                           table in the effective Registration Statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the Registration Statement or any material change to
                           such information in the Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (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 Company pursuant to Section 13 or Section 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  Registration Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed 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 Company hereby undertakes that, for purposes of determining any
         liability under the Securities Act, each filing of the Company's annual
         report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
         (and, where applicable, each filing of an employee benefit plan's
         annual report pursuant to Section 15(d) of the Exchange Act) that is
         incorporated by reference in the Registration Statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

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



                                     II-4
<PAGE>

                                   SIGNATURES

                                 THE REGISTRANT

         Pursuant to the requirements of the Securities Act of 1933, Evergreen
Resources, Inc. 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 10th day of
December, 1999.

                                     EVERGREEN RESOURCES, INC.

                                     By:    /s/ Mark S. Sexton
                                          -------------------------------------
                                          Mark S. Sexton
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)

                                POWER OF ATTORNEY

         Each of the undersigned, being a director and/or officer of Evergreen
Resources, Inc. (the "Company"), hereby nominates, constitutes and appoints Mark
S. Sexton and Kevin R. Collins, or any one of them severally, to be his or her
true and lawful attorney-in-fact and agent and to sign in his or her name and on
his or her behalf in any and all capacities stated below, and to file with the
Securities and Exchange Commission (the "Commission"), a Registration Statement
on Form S-8 (the "Registration Statement") relating to the issuance of certain
shares of the common stock, no par value, of the Company (the "Common Stock") in
connection with the Evergreen Resources, Inc. Initial Stock Option Plan, and to
file any and all amendments, including post-effective amendments, to the
Registration Statement, making such changes in the Registration Statement as
such attorney-in-fact and agent deems appropriate, and generally to do all such
things on his or her behalf in any and all capacities stated below to enable the
Company to comply with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Commission.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 10, 1999.

<TABLE>
<S>                                                         <C>
            /s/ Mark S. Sexton                                           /s/ Kevin R. Collins
----------------------------------------------------        ----------------------------------------------------
Name:    Mark S. Sexton, President, Chief Executive         Name:    Kevin R. Collins, Vice President - Finance,
         Officer and Director (Principal Executive                   Chief Financial Officer and Treasurer
         Officer)                                                    (Principal Financial and Accounting Officer)


            /s/ Alain G. Blanchard                                       /s/ Dennis R. Carlton
----------------------------------------------------        ----------------------------------------------------
Name:    Alain G. Blanchard, Director                       Name:    Dennis R. Carlton, Director


            /s/ Larry D. Estridge                                        /s/ John J. Ryan III
----------------------------------------------------        ----------------------------------------------------
Name:    Larry D. Estridge, Director                        Name:    John J. Ryan III, Director


             /s/ Scott D. Sheffield
----------------------------------------------------
Name:    Scott D. Sheffield, Director
</TABLE>






                                     II-5
<PAGE>

                                  EXHIBIT INDEX
                                       TO
                      REGISTRATION STATEMENT ON FORM S-8 OF
                            EVERGREEN RESOURCES, INC.

<TABLE>
<CAPTION>
EXHIBIT NO.       DESCRIPTION
-----------       -----------
<S>               <C>
         4.1      Articles of incorporation of the Company, as amended, which
                  are incorporated by reference to Exhibit 3.1 of the Company's
                  Registration Statement on Form S-1 (Commission File No.
                  33-273035), by reference to Exhibit I of the Company's Current
                  Report on Form 8-K dated December 9, 1994, and by reference to
                  Exhibit 3.1 to the Company's Current Report on Form 8-K dated
                  June 1, 1998.*

         4.2      Bylaws of the Company, which are incorporated by reference to
                  Exhibit 3.2 to the Company's Current Report on Form 8-K dated
                  June 1, 1998.*

         4.3      Shareholders' Rights Agreement, which is incorporated by
                  reference to Exhibit 1 to the Company's Current Report on Form
                  8-K dated July 7, 1997.*

         5        Opinion of Berenbaum, Weinshienk & Eason, P.C.

         23.1     Consent of Berenbaum, Weinshienk & Eason, P.C. (included in
                  Exhibit 5)

         23.2     Consent of BDO Seidman, LLP

         23.3     Consent of Resource Services International, Inc.

         23.4     Consent of Netherland, Sewell & Associates, Inc.

         24       Power of Attorney of Directors and Officers of the Company
                  (included in the signature page)

         99       Evergreen Resources, Inc. Initial Stock Option Plan
</TABLE>







--------------

*Incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25376}]
{"company-data": {"conformed-name": "EVERGREEN RESOURCES INC", "cik": "0000353943", "assigned-sic": "1311", "irs-number": "840834147", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92831", "film-number": "99775353"}, "business-address": {"street1": "1000 WRITER SQUARE", "street2": "1512 LARIMER STREET", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032988100"}, "mail-address": {"street1": "1401 17TH STREET", "street2": "SUITE 1200", "city": "DENVER", "state": "CO", "zip": "80202"}}
------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         ------------------------------

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

                         ------------------------------

                            EVERGREEN RESOURCES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           COLORADO                                         84-0834147
-------------------------------                       ----------------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation of organization)                       Identification Number)

                          1401 17TH STREET, SUITE 1200
                             DENVER, COLORADO 80202
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                            EVERGREEN RESOURCES, INC.
                            INITIAL STOCK OPTION PLAN
                            (Full title of the plan)
                           --------------------------

                                 Mark S. Sexton
                             Chief Executive Officer
                            Evergreen Resources, Inc.
                          1401 17th Street, Suite 1200
                             Denver, Colorado 80202
                                 (303) 298-8100
             ------------------------------------------------------
            (Name, address and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
                                            PROPOSED                    PROPOSED
TITLE OF                                    MAXIMUM                      MAXIMUM
SECURITIES             AMOUNT               OFFERING                    AGGREGATE               AMOUNT OF
TO BE                  TO BE                PRICE                       OFFERING                REGISTRATION
REGISTERED             REGISTERED           PER SHARE (1)                PRICE   (1)            FEE         (1)
----------             -----------          --------------              -------------           -----------------
Common Stock,
no par value           500,000 shares          $16.1875 per share         $8,093,750                 $2136.75
-----------------------------------------------------------------------------------------------------------------
(1)    Pursuant to Rule 457(c) and (h)(1), based on the option price for shares
       available for issuance upon exercise of options granted under the
       Evergreen Resources, Inc. Initial Stock Option Plan and the average of
       the high ($16.50) and low ($15.875) sale prices of the Company's common
       stock on December 14, 1999, as reported on the Nasdaq National Market
       with respect to shares available for issuance upon the future grant of
       options under the Evergreen Resources, Inc. Initial Stock Option Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed by Evergreen Resources, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

                  (a)      The Company's Annual Report on Form 10-K for the
         year ended December 31, 1998;

                   (b)     The Company's Quarterly Reports on Form 10-Q for the
         quarters ended March 31, 1999, June 30, 1999 and September 30, 1999;

                  (c)      The Company's Amendment to Quarterly Report on
         Form 10-Q/A for the quarter ended June 30, 1999;

                  (d)      The Company's Current Reports on Form 8-K filed with
         the  Commission on May 28, 1999 and June 18, 1999 (amended on
         Form 8-K/A filed on June 21, 1999);

                  (e)      The description of the common stock that is contained
         in the Company's registration statement on Form 8-A filed with the
         Commission on or about December 21, 1981, including any amendment or
         report filed for the purposes of updating the description;

                  (f)      The description of the Company's Shareholders Rights
         Agreement that is contained in the Company's registration statement on
         Form 8-A filed with the Commission on July 7, 1997; and

                  (g)      All other reports filed  pursuant to Section 13(a)
         or 15(d) of the Exchange Act since the end of the fiscal year referred
         to in (a) above.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  The legality of the securities offered hereby has been passed
upon by the law firm of Berenbaum, Weinshienk & Eason, P.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 7-108-402 of the Colorado Business Corporation Act
(the "Act") provides, generally, that the articles of incorporation of a
Colorado corporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director; except that any
such provision may not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) acts specified in
Section 7-108-403 (concerning unlawful distributions), or (iv) any transaction
from which a director directly or indirectly derived an improper

                                     II-1
personal benefit. Such provision may not eliminate or limit the liability of
a director for any act or omission occurring prior to the date on which such
provision becomes effective. The Company's articles of incorporation contain
a provision eliminating liability as permitted by the statute. The Company's
articles of incorporation further provide that directors and officers of the
Company will not be held personally liable for any injury to persons or
property caused by the wrongful act of any employee of the Company unless
either (i) the director or officer was personally involved in the situation
leading to litigation or (ii) the director or officer committed a criminal
offense in connection with such litigation.

                  Section 7-109-103 of the Act provides that a Colorado
corporation must indemnify a person (i) who is or was a director of the
corporation or an individual who, while serving as a director of the
corporation, is or was serving at the corporation's request as a director,
officer, partner, trustee, employee or fiduciary or agent of another
corporation or other entity or of any employee benefit plan (a "Director") or
officer of the corporation and (ii) who was wholly successful, on the merits
or otherwise, in defense of any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal (a "Proceeding"), in which he
was a party, against reasonable expenses incurred by him in connection with
the Proceeding, unless such indemnity is limited by the corporation's
articles of incorporation. The Company's articles of incorporation do not
contain any such limitation.

                  Section 7-109-102 of the Act provides, generally, that a
Colorado corporation may indemnify a person made a party to a Proceeding
because the person is or was a Director against any obligation incurred with
respect to a Proceeding to pay a judgment, settlement, penalty, fine
(including an excise tax assessed with respect to an employee benefit plan)
or reasonable expenses incurred in the Proceeding if the person conducted
himself or herself in good faith and the person reasonably believed, in the
case of conduct in an official capacity with the corporation, that the
person's conduct was in the corporation's best interests and, in all other
cases, his conduct was at least not opposed to the corporation's best
interests and, with respect to any criminal proceedings, the person had no
reasonable cause to believe that his conduct was unlawful. The Company's
articles of incorporation and its bylaws provide for such indemnification. A
corporation may not indemnify a Director in connection with any Proceeding by
or in the right of the corporation in which the Director was adjudged liable
to the corporation or, in connection with any other Proceeding charging the
Director derived an improper personal benefit, whether or not involving
actions in an official capacity, in which Proceeding the Director was judged
liable on the basis that he derived an improper personal benefit. Any
indemnification permitted in connection with a Proceeding by or in the right
of the corporation is limited to reasonable expenses incurred in connection
with such Proceeding.

                  Under Section 7-109-107 of the Act, unless otherwise
provided in the articles of incorporation, a Colorado corporation may
indemnify an officer, employee, fiduciary, or agent of the corporation to the
same extent as a Director and may indemnify such a person who is not a
Director to a greater extent, if not inconsistent with public policy and if
provided for by its bylaws, general or specific action of its board of
directors or shareholders, or contract. The Company's articles of
incorporation and bylaws provide for indemnification of officers, employees
and agents of the Company to the same extent as its directors.

                  The Company's articles of incorporation and bylaws permit
the Company to pay expenses incurred in defending a Proceeding in advance of
the final disposition of the Proceeding if the person undertakes to repay the
amount unless it is ultimately determined that he is entitled to such
expenses.

                  The Company's articles of incorporation also provide that
the Company may purchase and maintain insurance covering any person serving
on behalf of, or at the request of, the Company against any liability
incurred by him in such capacity or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability. The Company has obtained a policy of directors' and officers'
liability insurance that insures the Company's directors and officers against
the cost of defense, settlement or payment of a judgment under certain
circumstances.

                  In addition, the Plan provides that each person who serves
as a member of the Board of Directors or Compensation Committee of the Board
of the Company shall be indemnified and held harmless by the Company against
and from (i) any loss, cost, liability or expense imposed on or reasonably
incurred by such person in connection with any claim, action, suit or
proceeding to which such person may be a party or otherwise involved by

                                     II-2
reason of any action or failure to act under the Plan; and (ii) any and all
amounts paid by such person in satisfaction of judgment in any such action
related to the Plan.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  The following exhibits are filed as a part of this
Registration Statement:
NUMBER          DESCRIPTION
        ------          -----------
4.1             Articles of incorporation of the Company, as amended,
                        which are incorporated by reference to Exhibit 3.1 of
                        the Company's Registration Statement on Form S-1
                        (Commission File No. 33-273035), by reference to Exhibit
                        I of the Company's Current Report on Form 8-K dated
                        December 9, 1994, and by reference to Exhibit 3.1 to the
                        Company's Current Report on Form 8-K dated June 1, 1998.

        4.2             Bylaws of the Company, which are incorporated by
                        reference to Exhibit 3.2 to the Company's Current Report
                        on Form 8-K dated June 1, 1998.

        4.3             Shareholders' Rights Agreement, which is incorporated by
                        reference to Exhibit 1 to the Company's Current Report
                        on Form 8-K dated July 7, 1997.

        5               Opinion of Berenbaum, Weinshienk & Eason, P.C.

        23.1            Consent of Berenbaum, Weinshienk & Eason, P.C. (included
                        in Exhibit 5)

        23.2            Consent of BDO Seidman, LLP

        23.3            Consent of Resource Services International, Inc.

        23.4            Consent of Netherland, Sewell & Associates, Inc.

        24              Power of Attorney of Directors and Officers of the
                        Company (included in the signature page)

        99              Evergreen Resources, Inc. Initial Stock Option Plan
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, as amended
                           (the "Securities Act");

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

                                     II-3
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
                           a 20% change in the maximum aggregate offering price
                           set forth in the "Calculation of Registration Fee"
                           table in the effective Registration Statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the Registration Statement or any material change to
                           such information in the Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (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 Company pursuant to Section 13 or Section 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  Registration Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed 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 Company hereby undertakes that, for purposes of determining any
         liability under the Securities Act, each filing of the Company's annual
         report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
         (and, where applicable, each filing of an employee benefit plan's
         annual report pursuant to Section 15(d) of the Exchange Act) that is
         incorporated by reference in the Registration Statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

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

                                     II-4
SIGNATURES

                                 THE REGISTRANT

         Pursuant to the requirements of the Securities Act of 1933, Evergreen
Resources, Inc. 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 10th day of
December, 1999.

                                     EVERGREEN RESOURCES, INC.

                                     By:    /s/ Mark S. Sexton
                                          -------------------------------------
                                          Mark S. Sexton
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)

                                POWER OF ATTORNEY

         Each of the undersigned, being a director and/or officer of Evergreen
Resources, Inc. (the "Company"), hereby nominates, constitutes and appoints Mark
S. Sexton and Kevin R. Collins, or any one of them severally, to be his or her
true and lawful attorney-in-fact and agent and to sign in his or her name and on
his or her behalf in any and all capacities stated below, and to file with the
Securities and Exchange Commission (the "Commission"), a Registration Statement
on Form S-8 (the "Registration Statement") relating to the issuance of certain
shares of the common stock, no par value, of the Company (the "Common Stock") in
connection with the Evergreen Resources, Inc. Initial Stock Option Plan, and to
file any and all amendments, including post-effective amendments, to the
Registration Statement, making such changes in the Registration Statement as
such attorney-in-fact and agent deems appropriate, and generally to do all such
things on his or her behalf in any and all capacities stated below to enable the
Company to comply with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Commission.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 10, 1999.
/s/ Mark S. Sexton                                           /s/ Kevin R. Collins
----------------------------------------------------        ----------------------------------------------------
Name:    Mark S. Sexton, President, Chief Executive         Name:    Kevin R. Collins, Vice President - Finance,
         Officer and Director (Principal Executive                   Chief Financial Officer and Treasurer
         Officer)                                                    (Principal Financial and Accounting Officer)

            /s/ Alain G. Blanchard                                       /s/ Dennis R. Carlton
----------------------------------------------------        ----------------------------------------------------
Name:    Alain G. Blanchard, Director                       Name:    Dennis R. Carlton, Director

            /s/ Larry D. Estridge                                        /s/ John J. Ryan III
----------------------------------------------------        ----------------------------------------------------
Name:    Larry D. Estridge, Director                        Name:    John J. Ryan III, Director

             /s/ Scott D. Sheffield
----------------------------------------------------
Name:    Scott D. Sheffield, Director
II-5
EXHIBIT INDEX
                                       TO
                      REGISTRATION STATEMENT ON FORM S-8 OF
                            EVERGREEN RESOURCES, INC.
EXHIBIT NO.       DESCRIPTION
-----------       -----------
4.1      Articles of incorporation of the Company, as amended, which
                  are incorporated by reference to Exhibit 3.1 of the Company's
                  Registration Statement on Form S-1 (Commission File No.
                  33-273035), by reference to Exhibit I of the Company's Current
                  Report on Form 8-K dated December 9, 1994, and by reference to
                  Exhibit 3.1 to the Company's Current Report on Form 8-K dated
                  June 1, 1998.*

         4.2      Bylaws of the Company, which are incorporated by reference to
                  Exhibit 3.2 to the Company's Current Report on Form 8-K dated
                  June 1, 1998.*

         4.3      Shareholders' Rights Agreement, which is incorporated by
                  reference to Exhibit 1 to the Company's Current Report on Form
                  8-K dated July 7, 1997.*

         5        Opinion of Berenbaum, Weinshienk & Eason, P.C.

         23.1     Consent of Berenbaum, Weinshienk & Eason, P.C. (included in
                  Exhibit 5)

         23.2     Consent of BDO Seidman, LLP

         23.3     Consent of Resource Services International, Inc.

         23.4     Consent of Netherland, Sewell & Associates, Inc.

         24       Power of Attorney of Directors and Officers of the Company
                  (included in the signature page)

         99       Evergreen Resources, Inc. Initial Stock Option Plan
--------------

*Incorporated by reference.