As filed with the Securities and Exchange Commission on August 21, 1997
                                             Registration No. 333-____________



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

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

                   HALLWOOD CONSOLIDATED RESOURCES CORPORATION
             (Exact name of registrant as specified in its charter)
              Delaware 84-1176750            
        (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)
                             -----------------------

                             1997 STOCK OPTION PLAN

                            (Full title of the plan)
                             -----------------------

                               Cathleen M. Osborn
                                 General Counsel
                   Hallwood Consolidated Resources Corporation
                    4582 S. Ulster Street Parkway, Suite 1700
                             Denver, Colorado 80237
                                 (303) 850-7373
                       (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 Share        price           fee
------------         -------------   -----------      ---------   -------------

<S>                    <C>              <C>           <C>              <C>
Shares of Common
Stock, $.01 par
value ("Shares")        159,000          $20.33       $3,232,470       $980
                       --------         --------      ----------       -----

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




                Page one of 9 sequentially numbered pages. Index
                     to exhibits is located on page 6 of the
                       sequentially numbered page system.

                                        1

<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, 1996;

     (2) the  registrant's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1997;

     (3) the  registrant's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 1997;

     (4) the description of the Shares set forth in the  Registration  Statement
on Form 8-A,  filed March 16, 1992,  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.

    The registrant's  Certificate of Incorporation provides that a director will
not be  personally  liable to the  registrant or its  stockholders  for monetary
damages for any breach of fiduciary duty as a director, except for liability (i)
for any  breach of the  director's  duty of  loyalty  to the  registrant  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct or a knowing  violation of laws, (iii) under section 174
of the Delaware  General  Corporation Law ("DGCL"),  or (iv) for any transaction
from which the director derived an improper personal benefit.

    The Certificate of Incorporation also provides that the registrant shall, to
the fullest  extent  permitted  by the DGCL,  indemnify  directors  and officers
against all costs, charges, expenses, liabilities and losses (including, without
limitation,  attorney's fees, judgments, fines, ERISA excise taxes, or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and that such indemnification shall continue
as to a person who ceased to be a director and shall inure to the benefit of his
or her heirs, executors and administrators.


                                        2

<PAGE>



    The  registrant   may,  by  action  of  its  Board  of  Directors,   provide
indemnification  to officers,  employees and agents of the  registrant  with the
same  scope  and  effect  as the  foregoing  indemnification  of  directors  and
officers. In addition, the registrant may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the registrant or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any such expense, liability or loss, whether or not the registrant would
have the power to indemnify such person against such expense,  liability or loss
under the DGCL.

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 August 21, 1997.

                                                HALLWOOD CONSOLIDATED
                                                RESOURCES CORPORATION


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


                                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 in 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

                                        4

<PAGE>



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        August 21, 1997
-------------------------
William L. Guzzetti


/s/ Anthony J. Gumbiner        Director                      August 21, 1997
-------------------------
Anthony J. Gumbiner

                                                             
/s/ Brian M. Troup             Director                      August 21, 1997
-------------------------
Brian M. Troup


/s/ John R. Issac, Jr.         Director                      August 21, 1997
-------------------------
John R. Issac, Jr.


/s/ Jerry A. Lubliner          Director                      August 21, 1997
-------------------------
Jerry A. Lubliner


/s/ Bill M. Van Meter          Director                      August 21, 1997
-------------------------
Bill M. Van Meter


/s/ Hamilton P. Schrauff       Director                      August 21, 1997
-------------------------
Hamilton P. Schrauff


/s/ Robert S. Pfeiffer         Vice President and            August 21, 1997
-------------------------      Principal Accounting Officer
Robert S. Pfeiffer




                                        5

<PAGE>




                                INDEX TO EXHIBITS

Exhibit      Description of Exhibit                                        Page
-------      ----------------------                                        ----

  5.1        Opinion of Jenkens & Gilchrist, a Professional Corporation      7

 23.1        Consent of Jenkens & Gilchrist, a Professional Corporation      7
             (included in their opinion filed as Exhibit 5.1)

 23.2        Consent of Deloitte & Touche LLP                                9

 24.1        Power of Attorney (see signature page of this                   4
             registration statement)



                                        6
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "HCRC 1997 STOCK OPTION PLAN", "secsgml_size_bytes": 15263}]
{"company-data": {"conformed-name": "HALLWOOD CONSOLIDATED RESOURCES CORP", "cik": "0000883953", "assigned-sic": "1311", "irs-number": "841176750", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34105", "film-number": "97667780"}, "business-address": {"street1": "4582 S ULSTER ST PKWY", "street2": "STE 1700", "city": "DENVER", "state": "CO", "zip": "80237", "phone": "3038507373"}, "mail-address": {"street1": "4582 SOUTH ULSTER STREET PKWY STE 1700", "city": "DENVER", "state": "CO", "zip": "80237"}}
As filed with the Securities and Exchange Commission on August 21, 1997
                                             Registration No. 333-____________

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

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

                   HALLWOOD CONSOLIDATED RESOURCES CORPORATION
             (Exact name of registrant as specified in its charter)
              Delaware 84-1176750            
        (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)
                             -----------------------

                             1997 STOCK OPTION PLAN

                            (Full title of the plan)
                             -----------------------

                               Cathleen M. Osborn
                                 General Counsel
                   Hallwood Consolidated Resources Corporation
                    4582 S. Ulster Street Parkway, Suite 1700
                             Denver, Colorado 80237
                                 (303) 850-7373
                       (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 Share        price           fee
------------         -------------   -----------      ---------   -------------
Shares of Common
Stock, $.01 par
value ("Shares")        159,000          $20.33       $3,232,470       $980
                       --------         --------      ----------       -----
(1) Pursuant to Rule 416, this  Registration  Statement is deemed to include
additional  Shares  issuable  under  the terms of the Plan to  prevent  dilution
resulting from any future stock split, stock dividend or similar transaction.
Page one of 9 sequentially numbered pages. Index
                     to exhibits is located on page 6 of the
                       sequentially numbered page system.

                                        1
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, 1996;

     (2) the  registrant's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1997;

     (3) the  registrant's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 1997;

     (4) the description of the Shares set forth in the  Registration  Statement
on Form 8-A,  filed March 16, 1992,  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.

    The registrant's  Certificate of Incorporation provides that a director will
not be  personally  liable to the  registrant or its  stockholders  for monetary
damages for any breach of fiduciary duty as a director, except for liability (i)
for any  breach of the  director's  duty of  loyalty  to the  registrant  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct or a knowing  violation of laws, (iii) under section 174
of the Delaware  General  Corporation Law ("DGCL"),  or (iv) for any transaction
from which the director derived an improper personal benefit.

    The Certificate of Incorporation also provides that the registrant shall, to
the fullest  extent  permitted  by the DGCL,  indemnify  directors  and officers
against all costs, charges, expenses, liabilities and losses (including, without
limitation,  attorney's fees, judgments, fines, ERISA excise taxes, or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and that such indemnification shall continue
as to a person who ceased to be a director and shall inure to the benefit of his
or her heirs, executors and administrators.

                                        2
The  registrant   may,  by  action  of  its  Board  of  Directors,   provide
indemnification  to officers,  employees and agents of the  registrant  with the
same  scope  and  effect  as the  foregoing  indemnification  of  directors  and
officers. In addition, the registrant may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the registrant or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any such expense, liability or loss, whether or not the registrant would
have the power to indemnify such person against such expense,  liability or loss
under the DGCL.

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 August 21, 1997.

                                                HALLWOOD CONSOLIDATED
                                                RESOURCES CORPORATION

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

                                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 in 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

                                        4
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        August 21, 1997
-------------------------
William L. Guzzetti

/s/ Anthony J. Gumbiner        Director                      August 21, 1997
-------------------------
Anthony J. Gumbiner

                                                             
/s/ Brian M. Troup             Director                      August 21, 1997
-------------------------
Brian M. Troup

/s/ John R. Issac, Jr.         Director                      August 21, 1997
-------------------------
John R. Issac, Jr.

/s/ Jerry A. Lubliner          Director                      August 21, 1997
-------------------------
Jerry A. Lubliner

/s/ Bill M. Van Meter          Director                      August 21, 1997
-------------------------
Bill M. Van Meter

/s/ Hamilton P. Schrauff       Director                      August 21, 1997
-------------------------
Hamilton P. Schrauff

/s/ Robert S. Pfeiffer         Vice President and            August 21, 1997
-------------------------      Principal Accounting Officer
Robert S. Pfeiffer

                                        5
INDEX TO EXHIBITS

Exhibit      Description of Exhibit                                        Page
-------      ----------------------                                        ----

  5.1        Opinion of Jenkens & Gilchrist, a Professional Corporation      7

 23.1        Consent of Jenkens & Gilchrist, a Professional Corporation      7
             (included in their opinion filed as Exhibit 5.1)

 23.2        Consent of Deloitte & Touche LLP                                9

 24.1        Power of Attorney (see signature page of this                   4
             registration statement)

                                        6