As filed with the Securities and Exchange Commission on February 28, 1997
                                              Registration No. 33-_____________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

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

                         HALLWOOD ENERGY PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)
                   Delaware                              84-0987088
        (State or other jurisdiction of               (I.R.S. Employer
        incorporation or organization)               Identification No.)

   4582 S. Ulster Street Parkway, Suite 1700
               Denver, Colorado                             80237
   (Address of principal executive offices)              (Zip Code)
                             -----------------------

                              1995 UNIT OPTION PLAN

                            (Full title of the plans)
                             -----------------------

                               Cathleen M. Osborn
                                 General Counsel
                         Hallwood Energy Partners, L.P.
                    4582 S. Ulster Street Parkway, Suite 1700
                             Denver, Colorado 80237
                                 (303) 850-6321
                       (Name, address and telephone number
                    including area code of agent for service)
                             -----------------------
<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

                                                Proposed           Proposed
  Title of                                      maximum            maximum
 securities                   Amount             offering          aggregate        Amount of
  to be                        to be              price            offering        registration
 registered                 registered(1)       per Unit           price              fee
-----------------------------------------------------------------------------------------------
<S>                        <C>                   <C>             <C>                <C>
Units Representing
Limited Partnership
Interests ("Units")        425,000               $5.75           $2,433,750         $737.50
-----------------------------------------------------------------------------------------------
<FN>

     (1) Pursuant to Rule 416, this Registration  Statement is deemed to include
additional  Units  issuable  under the terms of the  Plans to  prevent  dilution
resulting from any future Unit split, Unit dividend or similar transaction.
</FN>
</TABLE>




         Page one of six  sequentially  numbered  pages.  Index to  exhibits  is
        located on page six of the sequentially numbered page system.

<PAGE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The  registrant  hereby  incorporates  by  reference  in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

     (1) the registrant's Annual Report on Form 10-K for the year ended December
31, 1995;

     (2) the  registrant's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1996;

     (3) the  registrant's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 1996;

     (4) the  registrant's  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 1996;

     (5)  the  description  of the  Units  set  forth  in the  Amendment  to the
Registration  Statement  on Form 8-A,  dated  February  4, 1997,  including  any
amendment or report filed for the purpose of updating such description.

     All  documents  filed by the  registrant  with the  Commission  pursuant to
Sections  13(a) or 15(d) of the  Securities  Exchange  Act of 1934,  as amended,
subsequent  to the date of this  Registration  Statement  shall be  deemed to be
incorporated  herein by  reference  and to be a part hereof from the date of the
filing of such documents until 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 at the time of such amendment.

Item 4.           Description of Securities.

     Not applicable.

Item 5.           Interests of Named Experts and Counsel.

     Not applicable.


Item 6.  Indemnification of Directors and Officers.

     Section 17.108 of the Delaware  Revised  Uniform  Limited  Partnership  Act
provides  that,  subject  to  any  applicable  restrictions  set  forth  in  the
partnership  agreement,  a Delaware  limited  partnership may indemnify and hold
harmless  any  partner or other  person  from and against any and all claims and
demands whatsoever.


                                        2

<PAGE>



     Section  6.9 of  the  Third  Amended  and  Restated  Agreement  of  Limited
Partnership of the Partnership,  as amended, provides for indemnification of the
General Partner and its directors, officers, employees and agents.

Item 7.           Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     (a) Exhibits.

     The following documents are filed as a part of this registration statement.

         Exhibit    Description of Exhibit

         5.1.       Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1       Consent of Jenkens & Gilchrist, a Professional Corporation
                    (included in their opinion filed as Exhibit 5.1)

         23.2       Consent of Deloitte & Touche LLP

         24.1       Power of Attorney (see signature page of this
                    registration statement)

Item 9.  Undertakings.

     A. The undersigned registrant hereby undertakes:

          (1) to file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) to include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

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

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

          provided,  however, that paragraphs (i) and (ii) above do not apply if
          the information required to be included in a post-effective  amendment
          by those  paragraphs  is  contained in periodic  reports  filed by the
          registrant  pursuant to section 13 or section 15(d) of the  Securities
          Exchange  Act of  1934  that  are  incorporated  by  reference  in the
          registration statement;

                                        3

<PAGE>



          (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; and

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


                                   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 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 Dallas, State of Texas, on February 28, 1997.


                           HALLWOOD ENERGY PARTNERS, L.P.

                           By:      HEPGP, LTD., General Partner
                                    By: Hallwood G.P., Inc., General Partner

                           By: /s/William L. Guzzetti
                                  -------------------  
                                  William L. Guzzetti
                                  President



                                        4

<PAGE>



                                POWER OF ATTORNEY


     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby  constitutes and appoints William L. Guzzetti,  Cathleen M.
Osborn and  Robert S.  Pfeiffer,  and each of them,  each with full power to act
without the other, his true and lawful  attorneys-in-fact  and agents, each with
full power of substitution  and  resubstitution  for him and his name, place and
stead,  in any  and  all  capacities,  to  sign  any or all  amendments  to this
Registration Statement (including  post-effective  amendments),  and to file the
same with all exhibits thereto and other documents in connection therewith, with
the  Commission,  granting unto each of said  attorneys-in-fact  and agents full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in  connection  therewith,  as  fully to all  intents  and
purposes as he might or could do in person, hereby ratifying and confirming that
each of said  attorneys-in-fact and agents or his substitutes may lawfully do or
cause to be done by virtue hereof.

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


      Signature                     Capacity                      Date


/s/William L. Guzzetti        President and Director of       February 28, 1997
    William L. Guzzetti       General Partner


/s/Robert S. Pfeiffer         Vice President and Principal    February 28, 1997
   Robert S. Pfeiffer         Accounting Officer of
                              General Partner


                                        5

<PAGE>



                                INDEX TO EXHIBITS

     Exhibit        Description of Exhibit

     5.1.           Opinion of Jenkens & Gilchrist, a Professional Corporation

     23.1           Consent of Jenkens & Gilchrist, a Professional Corporation
                    (included in their opinion filed as Exhibit 5.1)

     23.2           Consent of Deloitte & Touche LLP

     24.1           Power of Attorney (see signature page of this
                    registration statement)





                                        6
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "HEP FORM S-8 1995 UNIT OPTION PLAN", "secsgml_size_bytes": 13258}]
{"company-data": {"conformed-name": "HALLWOOD ENERGY PARTNERS LP", "cik": "0000768172", "assigned-sic": "1311", "irs-number": "840987088", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22563", "film-number": "97548167"}, "business-address": {"street1": "4582 S ULSTER ST PKWY STE 1700", "city": "DENVER", "state": "CO", "zip": "80237", "phone": "3038507373"}, "former-company": {"former-conformed-name": "SAXON OIL DEVELOPMENT PARTNERS LP", "date-changed": "19890917"}}
As filed with the Securities and Exchange Commission on February 28, 1997
                                              Registration No. 33-_____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

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

                         HALLWOOD ENERGY PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)
                   Delaware                              84-0987088
        (State or other jurisdiction of               (I.R.S. Employer
        incorporation or organization)               Identification No.)

   4582 S. Ulster Street Parkway, Suite 1700
               Denver, Colorado                             80237
   (Address of principal executive offices)              (Zip Code)
                             -----------------------

                              1995 UNIT OPTION PLAN

                            (Full title of the plans)
                             -----------------------

                               Cathleen M. Osborn
                                 General Counsel
                         Hallwood Energy Partners, L.P.
                    4582 S. Ulster Street Parkway, Suite 1700
                             Denver, Colorado 80237
                                 (303) 850-6321
                       (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(1)       per Unit           price              fee
-----------------------------------------------------------------------------------------------
Units Representing
Limited Partnership
Interests ("Units")        425,000               $5.75           $2,433,750         $737.50
-----------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416, this Registration  Statement is deemed to include
additional  Units  issuable  under the terms of the  Plans to  prevent  dilution
resulting from any future Unit split, Unit dividend or similar transaction.
Page one of six  sequentially  numbered  pages.  Index to  exhibits  is
        located on page six of the sequentially numbered page system.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  registrant  hereby  incorporates  by  reference  in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

     (1) the registrant's Annual Report on Form 10-K for the year ended December
31, 1995;

     (2) the  registrant's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1996;

     (3) the  registrant's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 1996;

     (4) the  registrant's  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 1996;

     (5)  the  description  of the  Units  set  forth  in the  Amendment  to the
Registration  Statement  on Form 8-A,  dated  February  4, 1997,  including  any
amendment or report filed for the purpose of updating such description.

     All  documents  filed by the  registrant  with the  Commission  pursuant to
Sections  13(a) or 15(d) of the  Securities  Exchange  Act of 1934,  as amended,
subsequent  to the date of this  Registration  Statement  shall be  deemed to be
incorporated  herein by  reference  and to be a part hereof from the date of the
filing of such documents until 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 at the time of such amendment.

Item 4.           Description of Securities.

     Not applicable.

Item 5.           Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 17.108 of the Delaware  Revised  Uniform  Limited  Partnership  Act
provides  that,  subject  to  any  applicable  restrictions  set  forth  in  the
partnership  agreement,  a Delaware  limited  partnership may indemnify and hold
harmless  any  partner or other  person  from and against any and all claims and
demands whatsoever.

                                        2
Section  6.9 of  the  Third  Amended  and  Restated  Agreement  of  Limited
Partnership of the Partnership,  as amended, provides for indemnification of the
General Partner and its directors, officers, employees and agents.

Item 7.           Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     (a) Exhibits.

     The following documents are filed as a part of this registration statement.

         Exhibit    Description of Exhibit

         5.1.       Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1       Consent of Jenkens & Gilchrist, a Professional Corporation
                    (included in their opinion filed as Exhibit 5.1)

         23.2       Consent of Deloitte & Touche LLP

         24.1       Power of Attorney (see signature page of this
                    registration statement)

Item 9.  Undertakings.

     A. The undersigned registrant hereby undertakes:

          (1) to file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) to include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

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

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

          provided,  however, that paragraphs (i) and (ii) above do not apply if
          the information required to be included in a post-effective  amendment
          by those  paragraphs  is  contained in periodic  reports  filed by the
          registrant  pursuant to section 13 or section 15(d) of the  Securities
          Exchange  Act of  1934  that  are  incorporated  by  reference  in the
          registration statement;

                                        3
(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; and

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

                                   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 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 Dallas, State of Texas, on February 28, 1997.

                           HALLWOOD ENERGY PARTNERS, L.P.

                           By:      HEPGP, LTD., General Partner
                                    By: Hallwood G.P., Inc., General Partner

                           By: /s/William L. Guzzetti
                                  -------------------  
                                  William L. Guzzetti
                                  President

                                        4
POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby  constitutes and appoints William L. Guzzetti,  Cathleen M.
Osborn and  Robert S.  Pfeiffer,  and each of them,  each with full power to act
without the other, his true and lawful  attorneys-in-fact  and agents, each with
full power of substitution  and  resubstitution  for him and his name, place and
stead,  in any  and  all  capacities,  to  sign  any or all  amendments  to this
Registration Statement (including  post-effective  amendments),  and to file the
same with all exhibits thereto and other documents in connection therewith, with
the  Commission,  granting unto each of said  attorneys-in-fact  and agents full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in  connection  therewith,  as  fully to all  intents  and
purposes as he might or could do in person, hereby ratifying and confirming that
each of said  attorneys-in-fact and agents or his substitutes may lawfully do or
cause to be done by virtue hereof.

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

      Signature                     Capacity                      Date

/s/William L. Guzzetti        President and Director of       February 28, 1997
    William L. Guzzetti       General Partner

/s/Robert S. Pfeiffer         Vice President and Principal    February 28, 1997
   Robert S. Pfeiffer         Accounting Officer of
                              General Partner

                                        5
INDEX TO EXHIBITS

     Exhibit        Description of Exhibit

     5.1.           Opinion of Jenkens & Gilchrist, a Professional Corporation

     23.1           Consent of Jenkens & Gilchrist, a Professional Corporation
                    (included in their opinion filed as Exhibit 5.1)

     23.2           Consent of Deloitte & Touche LLP

     24.1           Power of Attorney (see signature page of this
                    registration statement)

                                        6