As filed with the Securities and Exchange Commission on November 10, 1997
                                                Registration No. 333-




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


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


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


                        COLORADO WYOMING RESERVE COMPANY
             (Exact name of registrant as specified in its charter)


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


               WYOMING                                 83-0246080
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                Identification Number)

                        1820 SOUTH ELENA AVENUE, SUITE B
                         REDONDO BEACH, CALIFORNIA 90277
                                 (310) 546-5741
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                             RESTRICTED SHARE GRANT
                      DIRECTOR AND CONSULTANT OPTION PLANS
                                     WARRANT
                              EQUITY INCENTIVE PLAN
                           INCENTIVE STOCK OPTION PLAN
                             (Full titles of plans)


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


          FAISAL CHAUDHARY                           WITH A COPY TO:
              SECRETARY                         PATRICIA M. MERRICK, ESQ.
  1820 SOUTH ELENA AVENUE, SUITE B             DAVIS, GRAHAM & STUBBS LLP
   REDONDO BEACH, CALIFORNIA 90277             370 17TH STREET, SUITE 4700
           (310) 546-5741                        DENVER, COLORADO  80202
                                                     (303) 892-9400
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                   Proposed        Proposed
                                  Amount            maximum         maximum
 Title of each class of            to be         offering price     aggregate        Amount of
Securities to be Registered      Registered      Per Share(1)   Offering Price(1)  Registration Fee

<S>                           <C>                    <C>            <C>                <C>   
Common Stock ($.01 par value) 3,925,000 shares       $1.49          $5,850,000         $1,772.73
</TABLE>

(1)  Estimated solely for the purposes of calculating the amount of the
     registration fee pursuant to Rule 457. The price per share and aggregate
     offering price are based upon (a) an actual exercise price of (i) $1.00 per
     share for 75,000 shares of Common Stock to be issued pursuant to options
     granted under certain Consultant Option Plans and (ii) $1.50 per share for
     50,000 shares of Common Stock to be issued pursuant to options granted
     under the Equity Incentive Plan; (b) the average bid and asked prices for
     the Company's Common Stock, as reported by the NASD on the OTC Bulletin
     Board System on November 5, 1997, of $1.49, for an aggregate of (i)
     2,450,000 shares of Common Stock subject to options that may be granted
     under the Company's Equity Incentive Plan, (ii) 1,300,000 shares of Common
     Stock that are being registered for resale hereunder that may be issued
     pursuant to a Warrant, the Incentive Stock Option Plan and certain Director
     Option Plans, and (iii) 50,000 shares of Common Stock that are being
     registered for resale hereunder that were issued as a restricted share
     grant under a certain Consulting Agreement.

<PAGE>

                               EXPLANATORY NOTE

    This Registration Statement covers the registration of (i) 2,500,000 shares
of Common Stock of Colorado Wyoming Reserve Company, a Wyoming corporation (the
"Company"), issuable pursuant to the Company's Equity Incentive Plan; (ii)
75,000 shares of Common Stock issuable pursuant to stock options granted to
consultants providing services to the Company; and (iii) 1,350,000 shares of
Common Stock to be offered pursuant to the Reoffer Prospectus constituting a
part of this Registration Statement.


<PAGE>


REOFFER PROSPECTUS


                        COLORADO WYOMING RESERVE COMPANY

                                1,350,000 SHARES

                                  COMMON STOCK

                                ($.01 PAR VALUE)

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


      This Prospectus relates to the offer and sale by certain stockholders (the
"Selling Stockholders") for their respective accounts of shares of Common Stock,
par value $.01 per share (the "Common Stock"), of Colorado Wyoming Reserve
Company (the "Company"): (1) which are issuable or have been issued upon
exercise of stock options granted by the Company pursuant to certain Director
Option Plans; (2) which have been issued previously by the Company as a
Restricted Share Grant pursuant to a certain Consulting Agreement (the
"Consulting Agreement"); (3) which are issuable or have been issued by the
Company upon exercise of a Warrant; and (4) which are issuable or have been
issued by the Company pursuant to a certain Incentive Stock Option Plan. As of
the date hereof, 1,200,000 stock options have been granted to certain Selling
Stockholders pursuant to Director Option Agreements and the Incentive Stock
Option Agreement, all of which stock options are currently vested and remain
unexercised and outstanding. As of the date hereof, 50,000 shares of Common
Stock have been issued to a Selling Stockholder as a Restricted Share Grant
pursuant to a Consulting Agreement, and a warrant for the purchase of 100,000
shares of Common Stock has been granted to a Selling Stockholder pursuant to a
Warrant, which is fully exercisable and remains unexercised and outstanding. All
of such shares are offered hereby.

      The Company will not receive any of the proceeds from sales of Common
Stock by the Selling Stockholders.

      THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE PURCHASERS SHOULD CAREFULLY REVIEW THE MATTERS SET
FORTH IN "RISK FACTORS."

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

           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
              THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
                COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                  OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                      THE CONTRARY IS A CRIMINAL OFFENSE.

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

                The date of this Prospectus is November 10, 1997.



<PAGE>


                             AVAILABLE INFORMATION

      The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the Commission's regional offices at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60621-2511 and 7 World Trade Center, Suite 1300,
New York, New York 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. The Commission also maintains a website at
http://www.sec.gov that contains reports, proxy statements, and other
information.

      A registration statement on Form S-8 with respect to the Common Stock
offered by this Prospectus (the "Registration Statement") has been filed with
the Commission under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus does not contain all of the information contained in such
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Commission. Accordingly, additional information
concerning the Company and such securities can be found in the Registration
Statement, including various exhibits and schedules thereto, which may be
inspected at the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C.
20549.

      The Company's Common Stock is traded over-the-counter on the NASD OTC
Bulletin Board.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the Commission by the
Company under the Exchange Act are herein incorporated by reference:

      (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1997, as filed with the Commission on October 1, 1997.

      (b) The description of the Company's Common Stock contained in the
Company's Registration Statement, File No. 2-68893, effective October 24, 1980.

      (c) All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of Common Stock.

      Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein or contained in this Prospectus shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other

                                    -2-

<PAGE>


subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

      The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of such person, a copy of any and all of the documents that have
been incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into such documents). Such request may be
directed to the Company, 1820 South Elena Avenue, Suite B, Redondo Beach,
California 90277, Attn: Kim M. Fuerst, President, telephone (310) 546-5741.

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

      NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.

                                    -3-

<PAGE>


                                  THE COMPANY

      Colorado Wyoming Reserve Company (formerly Mystique Developments, Inc.)
("CW" or the "Company"), was incorporated as a Wyoming corporation on November
7, 1979. CW was organized for the purpose of engaging in oil and gas activities
including exploration for and development and production of oil and gas
reserves.

      CW engages in the business of developing and acquiring proved, undeveloped
oil and gas reserves and produces and sells crude oil and natural gas in the
United States. Management's primary objective is the acquisition of interests in
proved, developed oil and gas properties which it may further exploit through
the use of 3-D seismic technology, in exchange for cash, services or shares of
CW's equity securities.

      The Company held an annual meeting of stockholders on October 17, 1997
during which directors were elected,Coopers & Lybrand L.L.P. was selected as the
Company's independent auditors, an Equity Incentive Plan and an Incentive Stock
Option Plan were approved and certain prior stock and option grants were
ratified. In addition, the stockholders approved an amendment and restatement of
the Company's Articles of Incorporation to change the name of the Company to
Colorado Wyoming Reserve Company and to delete the provisions permitting
cumulative voting in the election of directors.

      The Company's principal offices are located at 1820 South Elena Avenue,
Suite B, Redondo Beach, California 90277. The Company's telephone number is
(310) 546-5741.

      The Company's Common Stock is traded over-the-counter on the NASD OTC
Bulletin Board under the symbol "MYSD." On November 5, 1997, the average of the
bid and asked prices of the Common Stock was $1.49 per share.

                                    -4-

<PAGE>


                                 RISK FACTORS

      In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing shares of the Common Stock offered hereby.

      LIMITED OPERATIONS. CW was organized for the purpose of engaging in oil
and gas activities including exploration for and development and production of
oil and gas reserves. For the fiscal years ended June 30, 1997 and 1996,
approximately $62,644 and $81,865, respectively, of Company revenues were
attributable to oil and gas sales. Management and consulting fees generated
approximately $500,000 in revenue in fiscal 1996, but no revenue in fiscal 1997.

      The Company's success will be dependent on its ability to increase
revenues from oil and gas sales and management and consulting activities. The
Company currently has limited oil and gas reserves from which to generate sales
revenues and limited personnel with which to generate management and consulting
revenues. Without successful acquisition, exploration and development
activities, the Company's ability to generate revenues from oil and gas sales
will diminish. The acquisition of producing properties and the development of
oil and gas reserves require substantial amounts of capital. To the extent that
revenues are not increased and external sources of capital are limited or
unavailable, the Company's ability to make the necessary capital investments to
maintain and expand its asset base will be impaired.

      LIMITED PUBLIC FLOAT; SHARES ELIGIBLE FOR FUTURE SALE; POTENTIAL
VOLATILITY OF STOCK PRICE. As of June 30, 1997, the Company had 1,595,076 shares
of Common Stock issued and outstanding. Only 523,188 of these shares are
eligible for public trading. Of the total outstanding shares, 985,000 were
issued at various times in November and December 1996 in a private placement and
are "restricted securities" as defined by Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Restricted Shares"). Those Restricted
Shares will become eligible for sale in the public market, in compliance with
Rule 144 volume restrictions and other requirements, beginning in November 1997
for resales by non-affiliates and in November 1998 for resales by Company
affiliates.

      The Company has granted options and issued warrants to purchase 1,425,000
shares of Common Stock, all of which are currently exercisable and 1,300,000 of
which options are held by the Company's directors and officers and their
affiliates. Pursuant to this Prospectus, the Company has registered for resale
1,350,000 shares of Common Stock. In addition, the Company has reserved for
issuance and has registered an additional 2,500,000 shares of Common Stock
available for issuance under the Company's Equity Incentive Plan, 50,000 of
which have been granted and are presently exerisable.

      Because the shares subject to resale hereunder represent such a large
percentage of the Company's total equity, sales of substantial amounts of Common
Stock by the Company's principal stockholders in the public market could
adversely affect the prevailing market price of the Common Stock.


                                    -5-

<PAGE>


      CONTROL BY INSIDERS. Fourteen percent of the Company's outstanding Common
Stock is held by the Company's directors and officers and their affiliates. In
addition, options or warrants for 1,300,000 shares of Common Stock have been
granted to the Company's directors and officers and their affiliates and are
currently exercisable at $1.00 per share, which is below the current market
price of the Company's Common Stock. If all such currently exercisable options
were exercised, the Company's directors and officers and their affiliates would
beneficially own fifty-three percent of the total outstanding shares of Common
Stock of the Company. As a result, these stockholders will be able to exercise
significant control over all matters requiring stockholder approval. Such voting
concentration may have the effect of discouraging, delaying or preventing a
change in control of the Company.

      RELIANCE ON KEY EMPLOYEES. The Company is wholly dependent on the personal
efforts and abilities of its officers and key employees. The loss of or
unavailability to the Company of the services of one or more of its key
employees would have a materially adverse effect on the Company's business
prospects and/or potential earning capacity. In particular, the Company's
President, Kim M. Fuerst, is instrumental in the overall planning and management
of the Company, its financing and its growth. There can be no assurance that if
the services of any of these individuals were unavailable to the Company, the
Company would be able to employ a qualified replacement person or persons on
terms suitable to the Company. The Company does not maintain key person life
insurance on any of its key employees but it may obtain such insurance on one or
more employees in the future. Although Mr. Fuerst has been involved in oil and
gas exploration and production, he has not been significantly involved in oil
and gas reserve acquisitions.

      COMPETITION. The Company's success will be largely dependent on its
ability to replace and expand its oil and gas reserves through the acquisition
of producing properties and the development of oil and gas reserves, both of
which involve substantial risks. Successful acquisition of producing properties
generally requires accurate assessments of recoverable reserves, future oil and
gas prices and operating costs, potential environmental and other liabilities
and other factors. Such assessments are necessarily inexact and their accuracy
inherently uncertain. There can be no assurance that the Company's acquisition
and development activities will result in the successful replacement of, or
additions to, the Company's reserves.

      There is significant competition for the acquisition of properties
producing or capable of producing oil and gas. The Company faces competition
from a substantial number of companies, most of which have greater financial and
other resources than does the Company. As a result of this competition, the
Company may be unable to acquire attractive oil and gas properties on terms it
considers acceptable. In addition, the Company faces competition for the sale of
its oil and gas from a substantial number of companies, many of which have
greater financial or other resources than the Company.

      OPERATIONAL HAZARDS AND INSURANCE. Operations in the oil and gas industry
entail a number of operating risks, such as the risks of fire, blowouts,
explosions, cratering, pipe failure, casing collapse and abnormally pressured
formations, the occurrence of which could materially and adversely affect the
Company. The Company maintains insurance which covers, among other things,
environmental risks; however, there can be no assurance that the insurance the

                                    -6-

<PAGE>


Company carries will be adequate to cover any loss or exposure to liability, or
that such insurance will continue to be available on terms acceptable to the
Company.

      LIMITED DIRECTOR LIABILITY. The liability of a director to the Company or
any shareholder for monetary damages for breach of his fiduciary duties as a
director is limited by the Company's Articles of Incorporation, with certain
exceptions. In addition, the Company will provide officers and directors the
maximum indemnification allowable from time to time under Wyoming law. These
provisions limit the Company's and its shareholders' ability to obtain damages
or other relief from its officers and directors in the event of claimed
wrongdoing.

      NO DIVIDENDS. The Company has paid no dividends on its Common Stock since
incorporation. The Company does not anticipate paying dividends on its Common
Stock in the foreseeable future and intends to devote any earnings to the
development of the Company's business.

      CONFLICTS OF INTEREST. Certain conflicts of interest exist between the
Company and its officers and directors. In particular, one of the Company's
directors, J. Samuel Butler, is also the owner of 99% of Trinity Petroleum
Management LLC ("Trinity"). Trinity provides administrative services to the
Company for a monthly fee pursuant to the terms of a six-month contract which
expired in September 1997 and which is continuing on a month-to-month basis.
Each of the Company's officers and directors has other business interests to
which they devote their attention, and they are expected to continue to do so.
As a result, if such businesses are engaged in transactions with the Company,
conflicts of interest may arise. If an officer or director owes a fiduciary duty
to another entity similar to the duty owed to the Company, it is possible that
the conflict would be impossible to resolve in a manner that is equitable to the
Company.

      ENVIRONMENTAL RISKS. The Company's operations, which include the
production and sale of oil and gas (collectively the operations are referred to
as "Regulated Environmental Activities"), are subject to a variety of federal,
state and local laws, rules and regulations governing the storage,
transportation, manufacture, use, discharge, release and disposal of products
and contaminants into the environment or otherwise relating to the protection of
the environment. The Company's Regulated Environmental Activities, by their very
nature, give rise to the potential for substantial environmental risks
including:

            Risk of Release of Petroleum and Related Products and Wastes. The
accidental or unintended release or discharge of petroleum and related products
and wastes, which result from normal activities at production facilities and
during the transportation or manufacture of such products and wastes, or the
release or discharge of such products or wastes in excess of permitted levels,
may occur despite the operational controls and procedures established by the
Company. Release or discharge of such petroleum and related products and
associated wastes could contaminate the environment. Such releases or discharges
may give rise to potential liability under the environmental laws, rules and
regulations of the United States, individual states, and local jurisdictions
relating to contamination or threat of contamination of air, soil, groundwater
and surface waters. Such liability could expose the Company to fines or other
penalties, both civil and criminal, and could result in the Company being
required to institute extensive cleanup and remediation activities.

                                    -7-

<PAGE>


            Risk of Violation of Environmental Regulations. The Company is
subject to numerous environmental laws, rules and regulations covering its
Regulated Environmental Activities. The Company's failure to comply with any
applicable environmental regulation, whether or not intentional, can give rise
to fines, penalties and sanctions, including criminal charges against employees
and management, and may under certain circumstances require the closure of such
noncomplying facilities.

            Risk to the Environmental Health and Safety of Persons. Exposure of
the Company's employees or the public to certain petroleum and related products
or waste could result in damage to human health and safety, and give rise to
liability to the Company, thereby impacting the economic value of the Company.

      DRILLING RISKS. Drilling involves numerous risks, including the risk that
no commercially productive oil or gas reservoirs will be encountered. The cost
of drilling and completing wells is often unpredictable, and drilling operations
may be curtailed, delayed or canceled as a result of a variety of factors,
including unexpected drilling conditions, pressure or irregularities in
formations, equipment failures or accidents, weather conditions and shortages or
delays in delivery of equipment. Accordingly, there can be no assurance as to
the success of the Company's future drilling activities.

      RELIANCE ON RESERVE ESTIMATES. Information relating to the Company's
estimates of proved reserves of oil and natural gas is based upon engineering
estimates made by management. Petroleum engineering is not an exact science.
Estimates of commercially recoverable oil and gas reserves and of the future net
cash flows therefrom are based upon a number of variable factors and
assumptions, such as historical production from the subject properties,
comparison with other producing properties, the assumed effects of regulation by
governmental agencies and assumptions concerning future oil and gas prices and
future operating costs, severance and excise taxes, abandonment costs,
development costs and workover and remedial costs, all of which may in fact vary
considerably from actual results. For these reasons, estimates of the
commercially recoverable reserves of oil and natural gas attributable to any
particular property or group of properties, the classification, cost and risk of
recovering such reserves and estimates of the future net cash flows expected
therefrom, prepared by different engineers or by the same engineers at different
times, may vary substantially. CW therefore emphasizes that the actual
production, revenues, severance and excise taxes, development expenditures,
workover and remedial expenditures, abandonment expenditures and operating
expenditures with respect to its reserves will likely vary from such estimates,
and such variances may be material.

      In addition, actual future net cash flows will be affected by factors such
as price, actual production, supply and demand for oil and natural gas,
curtailments or increases in consumption by natural gas purchasers, changes in
governmental regulations or taxation and the impact of inflation on costs. The
timing of actual future net revenue from proved reserves, and thus their actual
present value, can be affected by the timing of the incurrence of expenditures
in connection with development of oil and gas properties. The 10% discount
factor, which is required by the Commission to be used to calculate present
value for reporting purposes, is not necessarily the most appropriate discount
factor based on interest rates in effect from time to time and risks associated
with the oil and gas industry. Discounted present value, no matter

                                    -8-

<PAGE>


what discount rate is used, is materially affected by assumptions as to the
amount and timing of future production, which may and often do prove to be
inaccurate.

      TITLE TO PROPERTIES. Title matters relating to oil and gas properties are
often subject to some doubt. The decision of whether or not to expend funds for
additional title work is made by management on a case-by-case basis. In some
cases, title may be found to be defective and the cost to cure title may be
prohibitive.



                                    -9-

<PAGE>


                             SELLING STOCKHOLDERS

      The following table shows the names of the Selling Stockholders, the
number of securities owned beneficially by each of them, or their nominees, as
of October 15, 1997, and the number of shares which may be offered pursuant to
this Prospectus (such offered shares shall be referred to herein as the
"Stockholder Securities"). This information is based upon information provided
by the Selling Stockholders or their representatives. Because the Selling
Stockholders may offer all, some or none of the Stockholder Securities which
they hold, no definitive estimate can be given as to the number of Stockholder
Securities that will be held by the Selling Stockholders upon termination of
such offering. In the future, additional stock options or restricted stock
awards may be granted under the Company's employee benefit plans to the
following persons or to other affiliates of the Company and this Prospectus may
be used in connection with the resale of such restricted stock or shares
underlying such stock options. Shares held by Selling Stockholders may be sold
either pursuant to the Registration Statement of which this Prospectus is a part
or pursuant to Rule 144 under the Securities Act.

<TABLE>
<CAPTION>

                                                                                   Shares or
                                                                               Shares Subject to
                              Shares Beneficially                            Options Beneficially
                              Owned or Subject to         Shares               Owned After Sales
                             Options Before Sales   Offered for Selling     Under This Prospectus/2/
Selling Stockholder          Under This Prospectus   Stockholder's Account/1/  Number   Percentage

<S>                                 <C>                    <C>                <C>           <C>
J. Samuel Butler/3,7/               300,000                300,000                  0        0
Faisal Chaudhary/4/                 612,500                500,000            112,500        7%
Kim M. Fuerst/5/                    612,500                500,000            112,500        7%
Sayed Consulting, Inc./6/           100,000                 50,000             50,000        3%
Trinity Petroleum Management LLC/7/ 100,000                100,000                  0        0
----------------------

</TABLE>

1    Figures in this column consist of shares, options and warrants to purchase
     shares, as noted, issued pursuant to employee benefit plans, as that term
     is defined under Rule 405 of the Securities Act.
2    Figures in this column assume the sale by the Selling Stockholders of all
     of their Stockholder Securities.
3    Director of the Company. Includes 200,000 shares issuable pursuant to stock
     options granted under a certain Director Option Agreement, which options
     are presently exercisable at $1.00 per share, and 100,000 shares issuable
     pursuant to a Warrant granted to Trinity Petroleum Management LLC
     ("Trinity"), which Warrant is presently exercisable at $1.00 per share. Mr.
     Butler holds a 99% ownership interest in Trinity.
4    Director and Secretary of the Company. Includes 112,500 shares owned by Mr.
     Chaudhary and 500,000 shares issuable pursuant to stock options granted
     under a certain Director Option Agreement, which options are presently
     exercisable at $1.00 per share.
5    President, (Chief Executive Officer), Treasurer (Chief Financial Officer)
     and Director. Includes 112,500 shares owned by Mr. Fuerst and 500,000
     shares issuable pursuant to stock options granted under a certain Incentive
     Stock Option Agreement, which options are presently exercisable at $1.00
     per share.
6    Consists of 50,000 shares issuable pursuant to stock options granted under
     a Consulting Agreement, which options are presently exercisable at $1.00
     per share, and 50,000 shares previously issued as a Restricted Share Grant
     under such Consulting Agreement. The shares issued as a Restricted Share
     Grant are being offered for resale hereunder.
7    Includes 100,000 shares issuable pursuant to a Warrant, which Warrant is
     presently exercisable at $1.00 per share. Mr. Butler, a director of the
     Company, holds a 99% ownership interest in Trinity.

                                    -10-
<PAGE>


                             PLAN OF DISTRIBUTION

      The shares of Common Stock covered by this Prospectus may be offered or
sold from time to time by the Selling Stockholders. Such sales may be made in
over-the-counter transactions, in block trades, pursuant to purchases by a
broker or a dealer as principal, in private transactions, or otherwise, at
prices then prevailing in the market or at negotiated prices. The Company will
not receive any of the proceeds from sales by Selling Stockholders.

      Any broker or dealer involved in the offer or sale of the shares included
herein may receive brokerage commissions or discounts. To the knowledge of the
Company, no Selling Stockholder is currently party to any agreement with any
broker or dealer respecting such transactions. Upon sale of such shares, any or
all of the Selling Stockholders or anyone effecting sales on behalf of the
Selling Stockholders may be deemed an underwriter, as that term is defined in
the Securities Act. All expenses of the registration of the Common Stock covered
by this Prospectus are to be borne by the Company.


                                 LEGAL MATTERS

      The validity of the issuance of the shares of Common Stock described
herein will be passed upon for the Company by Davis, Graham & Stubbs LLP,
Denver, Colorado.



                                    -11-

<PAGE>


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM. 3 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

      The following documents filed or to be filed by Colorado Wyoming Reserve
Company (the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated or deemed to be incorporated in this
Registration Statement by reference:

      (a) The Company's Annual Report on Form 10-KSB for the year ended June 30,
1997, as filed with the Commission on October 1, 1997.

      (b) The description of the Company's Common Stock contained in the
Company's Registration Statement, File No. 2-68893, effective October 24, 1980.

      All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered under the Registration Statement have
been sold, or deregistering all securities then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by reference and to be
a part hereof from the date of filing such documents.

5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article VII of the Company's Amended and Restated Articles of
Incorporation provides that the Company shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the Company) by reason of the fact that such person is or was a director,
officer, employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee, or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in the best interests of the Company, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Similar indemnity is authorized for such
persons against expenses (including attorneys' fees) actually and reasonably
incurred in defense or settlement of any threatened, pending or completed action
or suit by or in the right of the Company, if such person acted in good faith
and in a manner he reasonably believed to be in the best interests of the
Company, and provided further that (unless a court of competent jurisdiction
otherwise provides) such person shall not have been adjudged liable to the
Company. Any such


                                    II-1

<PAGE>


indemnification may be made only as authorized in each specific case upon a
determination by the stockholders, a majority of the disinterested directors or
independent legal counsel, that indemnification is proper because the indemnitee
has met the applicable standard of conduct.

      Additionally, Article VII contains a provision authorizing the Company to
purchase and maintain insurance on behalf of such persons against any liability
asserted against and incurred by such person arising out of such person's status
as such, whether or not the Company would have the power to indemnify him under
the provisions of Article VII.

7.    EXEMPTION FROM REGISTRATION CLAIMED.

      The 50,000 shares of Common Stock that were issued as restricted
securities to be reoffered or resold pursuant to this Registration Statement
were issued in transactions completed without registration in reliance upon the
exemption provided by Section 4(2) of the Securities Act of 1933, as amended,
for transactions not involving a public offering.

8.    EXHIBITS.

      4.1*        Amended and Restated Articles of Incorporation of the Company.

      4.2**       Bylaws of the Company.

      4.3*        Option Agreement between the Company and J. Samuel Butler,
                  dated October 18, 1996.

      4.4*        Option Agreement between the Company and Faisal Chaudhary,
                  dated October 18, 1996.

      4.5(a)****  Incentive Stock Option Plan between the Company and Kim M.
                  Fuerst, dated October 18, 1996.

      4.5(b)****  Incentive Stock Option Agreement between the Company and Kim
                  M. Fuerst, dated October 18, 1996.

      4.6***      Warrant dated March 31, 1997 from the Company to Trinity
                  Petroleum Management LLC.

      4.7***      The Company's Equity Incentive Plan.

      4.8***      Option Agreement between the Company and Sayed Consulting,
                  Inc., dated November 15, 1996.

      4.9*        Option Agreement between the Company and Lucy Treadway, dated
                  November 15, 1996.

      4.10****    Kim M. Fuerst Employment Agreement.


                                    II-2

<PAGE>


      4.11*       Option Agreement between the Company and David Crockett, dated
                  October 12, 1997.

      5.1*        Opinion and Consent of Davis, Graham & Stubbs LLP.

      23.1*       Consent of Counsel.  See Exhibit 5.1

      23.2*       Consent of Coopers & Lybrand L.L.P.

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

(*)     Filed herewith.

(**)    Filed previously as an Exhibit to the Company's Annual Report on Form
        10-K (No. 0-09482) for the fiscal year ended May 31, 1983, and
        incorporated herein by reference.

(***)  Filed previously as an Exhibit to the Company's Quarterly Report on Form
       10-QSB (No. 0-09482) for the quarter ended March 31, 1997, and
       incorporated herein by reference.

(****) Filed previously as an Exhibit to the Company's Annual Report on Form
       10-KSB for the fiscal year ended June 30, 1997, and incorporated herein
       by reference.

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 (the "Securities Act"); (ii) to reflect in
            the prospectus any facts or events which, individually or together,
            represent a fundamental change in the information set forth in this
            Registration Statement; and (iii) to include any additional or
            changed material information on the plan of distribution, 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 by the
            Registrant pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 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.


                                    II-3

<PAGE>


                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 7th day of
November, 1997.

                                    COLORADO WYOMING RESERVE COMPANY

                                    By:
                                       -----------------------------------------
                                       Kim M. Fuerst
                                       President

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints jointly and severally, Kim M. Fuerst and J.
Samuel Butler, or any of them, with full power to act alone, his true and lawful
attorneys-in-fact, with full power of substitution, and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or either of them may lawfully do or cause to be
done by virtue hereof.

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

<TABLE>
<CAPTION>
          SIGNATURE                       TITLE                              DATE


<S>                             <C>                                    <C>
-----------------------------   Chairman, President, Treasurer and     November 7,1997
Kim M. Fuerst                   Director (Principal Executive
                                Officer, Principal Financial and
                                Accounting Officer)


-----------------------------   Secretary and Director                 November 7, 1997
Faisal Chaudhary


-----------------------------   Director                               November 7, 1997
J. Samuel Butler

</TABLE>

                                    II-4

<PAGE>


                                 EXHIBIT INDEX

Exhibit                                                               Sequential
No.        Description                                                Page No.


4.3        Option Agreement between the Company and J. Samuel Butler, dated
           October 18, 1996.

4.4        Option Agreement between the Company and Faisal Chaudhary, dated
           October 18, 1996.

4.9        Option Agreement between the Company and Lucy Treadway, dated
           November 15, 1996.

4.11       Option Agreement between the Company and David Crockett, dated
           October 12, 1997.

5.1        Opinion and Consent of Davis, Graham & Stubbs LLP.

23.1       Consent of Counsel.  See Exhibit 5.1

23.2       Consent of Coopers & Lybrand L.L.P.


                                    II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 45944}]
{"company-data": {"conformed-name": "COLORADO WYOMING RESERVE CO", "cik": "0000318852", "assigned-sic": "1311", "irs-number": "830246080", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39979", "film-number": "97713743"}, "business-address": {"street1": "1975 EAST OTERO LANE", "city": "LITTLETON", "state": "CO", "zip": "80122", "phone": "3105465741"}, "mail-address": {"street1": "1820 SOUTH ELENA AVE", "street2": "STE B", "city": "RODONDO BEACH", "state": "CA", "zip": "90277"}, "former-company": [{"former-conformed-name": "MYSTIQUE DEVELOPMENTS INC", "date-changed": "19940609"}, {"former-conformed-name": "SCORE EXPLORATION CORP", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on November 10, 1997
                                                Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                        COLORADO WYOMING RESERVE COMPANY
             (Exact name of registrant as specified in its charter)

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

               WYOMING                                 83-0246080
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                Identification Number)

                        1820 SOUTH ELENA AVENUE, SUITE B
                         REDONDO BEACH, CALIFORNIA 90277
                                 (310) 546-5741
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                             RESTRICTED SHARE GRANT
                      DIRECTOR AND CONSULTANT OPTION PLANS
                                     WARRANT
                              EQUITY INCENTIVE PLAN
                           INCENTIVE STOCK OPTION PLAN
                             (Full titles of plans)

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

          FAISAL CHAUDHARY                           WITH A COPY TO:
              SECRETARY                         PATRICIA M. MERRICK, ESQ.
  1820 SOUTH ELENA AVENUE, SUITE B             DAVIS, GRAHAM & STUBBS LLP
   REDONDO BEACH, CALIFORNIA 90277             370 17TH STREET, SUITE 4700
           (310) 546-5741                        DENVER, COLORADO  80202
                                                     (303) 892-9400
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
Proposed        Proposed
                                  Amount            maximum         maximum
 Title of each class of            to be         offering price     aggregate        Amount of
Securities to be Registered      Registered      Per Share(1)   Offering Price(1)  Registration Fee
Common Stock ($.01 par value) 3,925,000 shares       $1.49          $5,850,000         $1,772.73
(1)  Estimated solely for the purposes of calculating the amount of the
     registration fee pursuant to Rule 457. The price per share and aggregate
     offering price are based upon (a) an actual exercise price of (i) $1.00 per
     share for 75,000 shares of Common Stock to be issued pursuant to options
     granted under certain Consultant Option Plans and (ii) $1.50 per share for
     50,000 shares of Common Stock to be issued pursuant to options granted
     under the Equity Incentive Plan; (b) the average bid and asked prices for
     the Company's Common Stock, as reported by the NASD on the OTC Bulletin
     Board System on November 5, 1997, of $1.49, for an aggregate of (i)
     2,450,000 shares of Common Stock subject to options that may be granted
     under the Company's Equity Incentive Plan, (ii) 1,300,000 shares of Common
     Stock that are being registered for resale hereunder that may be issued
     pursuant to a Warrant, the Incentive Stock Option Plan and certain Director
     Option Plans, and (iii) 50,000 shares of Common Stock that are being
     registered for resale hereunder that were issued as a restricted share
     grant under a certain Consulting Agreement.
EXPLANATORY NOTE

    This Registration Statement covers the registration of (i) 2,500,000 shares
of Common Stock of Colorado Wyoming Reserve Company, a Wyoming corporation (the
"Company"), issuable pursuant to the Company's Equity Incentive Plan; (ii)
75,000 shares of Common Stock issuable pursuant to stock options granted to
consultants providing services to the Company; and (iii) 1,350,000 shares of
Common Stock to be offered pursuant to the Reoffer Prospectus constituting a
part of this Registration Statement.
REOFFER PROSPECTUS

                        COLORADO WYOMING RESERVE COMPANY

                                1,350,000 SHARES

                                  COMMON STOCK

                                ($.01 PAR VALUE)

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

      This Prospectus relates to the offer and sale by certain stockholders (the
"Selling Stockholders") for their respective accounts of shares of Common Stock,
par value $.01 per share (the "Common Stock"), of Colorado Wyoming Reserve
Company (the "Company"): (1) which are issuable or have been issued upon
exercise of stock options granted by the Company pursuant to certain Director
Option Plans; (2) which have been issued previously by the Company as a
Restricted Share Grant pursuant to a certain Consulting Agreement (the
"Consulting Agreement"); (3) which are issuable or have been issued by the
Company upon exercise of a Warrant; and (4) which are issuable or have been
issued by the Company pursuant to a certain Incentive Stock Option Plan. As of
the date hereof, 1,200,000 stock options have been granted to certain Selling
Stockholders pursuant to Director Option Agreements and the Incentive Stock
Option Agreement, all of which stock options are currently vested and remain
unexercised and outstanding. As of the date hereof, 50,000 shares of Common
Stock have been issued to a Selling Stockholder as a Restricted Share Grant
pursuant to a Consulting Agreement, and a warrant for the purchase of 100,000
shares of Common Stock has been granted to a Selling Stockholder pursuant to a
Warrant, which is fully exercisable and remains unexercised and outstanding. All
of such shares are offered hereby.

      The Company will not receive any of the proceeds from sales of Common
Stock by the Selling Stockholders.

      THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE PURCHASERS SHOULD CAREFULLY REVIEW THE MATTERS SET
FORTH IN "RISK FACTORS."

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

           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
              THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
                COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                  OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                      THE CONTRARY IS A CRIMINAL OFFENSE.

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

                The date of this Prospectus is November 10, 1997.
AVAILABLE INFORMATION

      The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the Commission's regional offices at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60621-2511 and 7 World Trade Center, Suite 1300,
New York, New York 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. The Commission also maintains a website at
http://www.sec.gov that contains reports, proxy statements, and other
information.

      A registration statement on Form S-8 with respect to the Common Stock
offered by this Prospectus (the "Registration Statement") has been filed with
the Commission under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus does not contain all of the information contained in such
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Commission. Accordingly, additional information
concerning the Company and such securities can be found in the Registration
Statement, including various exhibits and schedules thereto, which may be
inspected at the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C.
20549.

      The Company's Common Stock is traded over-the-counter on the NASD OTC
Bulletin Board.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the Commission by the
Company under the Exchange Act are herein incorporated by reference:

      (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1997, as filed with the Commission on October 1, 1997.

      (b) The description of the Company's Common Stock contained in the
Company's Registration Statement, File No. 2-68893, effective October 24, 1980.

      (c) All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of Common Stock.

      Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein or contained in this Prospectus shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other

                                    -2-
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

      The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of such person, a copy of any and all of the documents that have
been incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into such documents). Such request may be
directed to the Company, 1820 South Elena Avenue, Suite B, Redondo Beach,
California 90277, Attn: Kim M. Fuerst, President, telephone (310) 546-5741.

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

      NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.

                                    -3-
THE COMPANY

      Colorado Wyoming Reserve Company (formerly Mystique Developments, Inc.)
("CW" or the "Company"), was incorporated as a Wyoming corporation on November
7, 1979. CW was organized for the purpose of engaging in oil and gas activities
including exploration for and development and production of oil and gas
reserves.

      CW engages in the business of developing and acquiring proved, undeveloped
oil and gas reserves and produces and sells crude oil and natural gas in the
United States. Management's primary objective is the acquisition of interests in
proved, developed oil and gas properties which it may further exploit through
the use of 3-D seismic technology, in exchange for cash, services or shares of
CW's equity securities.

      The Company held an annual meeting of stockholders on October 17, 1997
during which directors were elected,Coopers & Lybrand L.L.P. was selected as the
Company's independent auditors, an Equity Incentive Plan and an Incentive Stock
Option Plan were approved and certain prior stock and option grants were
ratified. In addition, the stockholders approved an amendment and restatement of
the Company's Articles of Incorporation to change the name of the Company to
Colorado Wyoming Reserve Company and to delete the provisions permitting
cumulative voting in the election of directors.

      The Company's principal offices are located at 1820 South Elena Avenue,
Suite B, Redondo Beach, California 90277. The Company's telephone number is
(310) 546-5741.

      The Company's Common Stock is traded over-the-counter on the NASD OTC
Bulletin Board under the symbol "MYSD." On November 5, 1997, the average of the
bid and asked prices of the Common Stock was $1.49 per share.

                                    -4-
RISK FACTORS

      In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing shares of the Common Stock offered hereby.

      LIMITED OPERATIONS. CW was organized for the purpose of engaging in oil
and gas activities including exploration for and development and production of
oil and gas reserves. For the fiscal years ended June 30, 1997 and 1996,
approximately $62,644 and $81,865, respectively, of Company revenues were
attributable to oil and gas sales. Management and consulting fees generated
approximately $500,000 in revenue in fiscal 1996, but no revenue in fiscal 1997.

      The Company's success will be dependent on its ability to increase
revenues from oil and gas sales and management and consulting activities. The
Company currently has limited oil and gas reserves from which to generate sales
revenues and limited personnel with which to generate management and consulting
revenues. Without successful acquisition, exploration and development
activities, the Company's ability to generate revenues from oil and gas sales
will diminish. The acquisition of producing properties and the development of
oil and gas reserves require substantial amounts of capital. To the extent that
revenues are not increased and external sources of capital are limited or
unavailable, the Company's ability to make the necessary capital investments to
maintain and expand its asset base will be impaired.

      LIMITED PUBLIC FLOAT; SHARES ELIGIBLE FOR FUTURE SALE; POTENTIAL
VOLATILITY OF STOCK PRICE. As of June 30, 1997, the Company had 1,595,076 shares
of Common Stock issued and outstanding. Only 523,188 of these shares are
eligible for public trading. Of the total outstanding shares, 985,000 were
issued at various times in November and December 1996 in a private placement and
are "restricted securities" as defined by Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Restricted Shares"). Those Restricted
Shares will become eligible for sale in the public market, in compliance with
Rule 144 volume restrictions and other requirements, beginning in November 1997
for resales by non-affiliates and in November 1998 for resales by Company
affiliates.

      The Company has granted options and issued warrants to purchase 1,425,000
shares of Common Stock, all of which are currently exercisable and 1,300,000 of
which options are held by the Company's directors and officers and their
affiliates. Pursuant to this Prospectus, the Company has registered for resale
1,350,000 shares of Common Stock. In addition, the Company has reserved for
issuance and has registered an additional 2,500,000 shares of Common Stock
available for issuance under the Company's Equity Incentive Plan, 50,000 of
which have been granted and are presently exerisable.

      Because the shares subject to resale hereunder represent such a large
percentage of the Company's total equity, sales of substantial amounts of Common
Stock by the Company's principal stockholders in the public market could
adversely affect the prevailing market price of the Common Stock.

                                    -5-
CONTROL BY INSIDERS. Fourteen percent of the Company's outstanding Common
Stock is held by the Company's directors and officers and their affiliates. In
addition, options or warrants for 1,300,000 shares of Common Stock have been
granted to the Company's directors and officers and their affiliates and are
currently exercisable at $1.00 per share, which is below the current market
price of the Company's Common Stock. If all such currently exercisable options
were exercised, the Company's directors and officers and their affiliates would
beneficially own fifty-three percent of the total outstanding shares of Common
Stock of the Company. As a result, these stockholders will be able to exercise
significant control over all matters requiring stockholder approval. Such voting
concentration may have the effect of discouraging, delaying or preventing a
change in control of the Company.

      RELIANCE ON KEY EMPLOYEES. The Company is wholly dependent on the personal
efforts and abilities of its officers and key employees. The loss of or
unavailability to the Company of the services of one or more of its key
employees would have a materially adverse effect on the Company's business
prospects and/or potential earning capacity. In particular, the Company's
President, Kim M. Fuerst, is instrumental in the overall planning and management
of the Company, its financing and its growth. There can be no assurance that if
the services of any of these individuals were unavailable to the Company, the
Company would be able to employ a qualified replacement person or persons on
terms suitable to the Company. The Company does not maintain key person life
insurance on any of its key employees but it may obtain such insurance on one or
more employees in the future. Although Mr. Fuerst has been involved in oil and
gas exploration and production, he has not been significantly involved in oil
and gas reserve acquisitions.

      COMPETITION. The Company's success will be largely dependent on its
ability to replace and expand its oil and gas reserves through the acquisition
of producing properties and the development of oil and gas reserves, both of
which involve substantial risks. Successful acquisition of producing properties
generally requires accurate assessments of recoverable reserves, future oil and
gas prices and operating costs, potential environmental and other liabilities
and other factors. Such assessments are necessarily inexact and their accuracy
inherently uncertain. There can be no assurance that the Company's acquisition
and development activities will result in the successful replacement of, or
additions to, the Company's reserves.

      There is significant competition for the acquisition of properties
producing or capable of producing oil and gas. The Company faces competition
from a substantial number of companies, most of which have greater financial and
other resources than does the Company. As a result of this competition, the
Company may be unable to acquire attractive oil and gas properties on terms it
considers acceptable. In addition, the Company faces competition for the sale of
its oil and gas from a substantial number of companies, many of which have
greater financial or other resources than the Company.

      OPERATIONAL HAZARDS AND INSURANCE. Operations in the oil and gas industry
entail a number of operating risks, such as the risks of fire, blowouts,
explosions, cratering, pipe failure, casing collapse and abnormally pressured
formations, the occurrence of which could materially and adversely affect the
Company. The Company maintains insurance which covers, among other things,
environmental risks; however, there can be no assurance that the insurance the

                                    -6-
Company carries will be adequate to cover any loss or exposure to liability, or
that such insurance will continue to be available on terms acceptable to the
Company.

      LIMITED DIRECTOR LIABILITY. The liability of a director to the Company or
any shareholder for monetary damages for breach of his fiduciary duties as a
director is limited by the Company's Articles of Incorporation, with certain
exceptions. In addition, the Company will provide officers and directors the
maximum indemnification allowable from time to time under Wyoming law. These
provisions limit the Company's and its shareholders' ability to obtain damages
or other relief from its officers and directors in the event of claimed
wrongdoing.

      NO DIVIDENDS. The Company has paid no dividends on its Common Stock since
incorporation. The Company does not anticipate paying dividends on its Common
Stock in the foreseeable future and intends to devote any earnings to the
development of the Company's business.

      CONFLICTS OF INTEREST. Certain conflicts of interest exist between the
Company and its officers and directors. In particular, one of the Company's
directors, J. Samuel Butler, is also the owner of 99% of Trinity Petroleum
Management LLC ("Trinity"). Trinity provides administrative services to the
Company for a monthly fee pursuant to the terms of a six-month contract which
expired in September 1997 and which is continuing on a month-to-month basis.
Each of the Company's officers and directors has other business interests to
which they devote their attention, and they are expected to continue to do so.
As a result, if such businesses are engaged in transactions with the Company,
conflicts of interest may arise. If an officer or director owes a fiduciary duty
to another entity similar to the duty owed to the Company, it is possible that
the conflict would be impossible to resolve in a manner that is equitable to the
Company.

      ENVIRONMENTAL RISKS. The Company's operations, which include the
production and sale of oil and gas (collectively the operations are referred to
as "Regulated Environmental Activities"), are subject to a variety of federal,
state and local laws, rules and regulations governing the storage,
transportation, manufacture, use, discharge, release and disposal of products
and contaminants into the environment or otherwise relating to the protection of
the environment. The Company's Regulated Environmental Activities, by their very
nature, give rise to the potential for substantial environmental risks
including:

            Risk of Release of Petroleum and Related Products and Wastes. The
accidental or unintended release or discharge of petroleum and related products
and wastes, which result from normal activities at production facilities and
during the transportation or manufacture of such products and wastes, or the
release or discharge of such products or wastes in excess of permitted levels,
may occur despite the operational controls and procedures established by the
Company. Release or discharge of such petroleum and related products and
associated wastes could contaminate the environment. Such releases or discharges
may give rise to potential liability under the environmental laws, rules and
regulations of the United States, individual states, and local jurisdictions
relating to contamination or threat of contamination of air, soil, groundwater
and surface waters. Such liability could expose the Company to fines or other
penalties, both civil and criminal, and could result in the Company being
required to institute extensive cleanup and remediation activities.

                                    -7-
Risk of Violation of Environmental Regulations. The Company is
subject to numerous environmental laws, rules and regulations covering its
Regulated Environmental Activities. The Company's failure to comply with any
applicable environmental regulation, whether or not intentional, can give rise
to fines, penalties and sanctions, including criminal charges against employees
and management, and may under certain circumstances require the closure of such
noncomplying facilities.

            Risk to the Environmental Health and Safety of Persons. Exposure of
the Company's employees or the public to certain petroleum and related products
or waste could result in damage to human health and safety, and give rise to
liability to the Company, thereby impacting the economic value of the Company.

      DRILLING RISKS. Drilling involves numerous risks, including the risk that
no commercially productive oil or gas reservoirs will be encountered. The cost
of drilling and completing wells is often unpredictable, and drilling operations
may be curtailed, delayed or canceled as a result of a variety of factors,
including unexpected drilling conditions, pressure or irregularities in
formations, equipment failures or accidents, weather conditions and shortages or
delays in delivery of equipment. Accordingly, there can be no assurance as to
the success of the Company's future drilling activities.

      RELIANCE ON RESERVE ESTIMATES. Information relating to the Company's
estimates of proved reserves of oil and natural gas is based upon engineering
estimates made by management. Petroleum engineering is not an exact science.
Estimates of commercially recoverable oil and gas reserves and of the future net
cash flows therefrom are based upon a number of variable factors and
assumptions, such as historical production from the subject properties,
comparison with other producing properties, the assumed effects of regulation by
governmental agencies and assumptions concerning future oil and gas prices and
future operating costs, severance and excise taxes, abandonment costs,
development costs and workover and remedial costs, all of which may in fact vary
considerably from actual results. For these reasons, estimates of the
commercially recoverable reserves of oil and natural gas attributable to any
particular property or group of properties, the classification, cost and risk of
recovering such reserves and estimates of the future net cash flows expected
therefrom, prepared by different engineers or by the same engineers at different
times, may vary substantially. CW therefore emphasizes that the actual
production, revenues, severance and excise taxes, development expenditures,
workover and remedial expenditures, abandonment expenditures and operating
expenditures with respect to its reserves will likely vary from such estimates,
and such variances may be material.

      In addition, actual future net cash flows will be affected by factors such
as price, actual production, supply and demand for oil and natural gas,
curtailments or increases in consumption by natural gas purchasers, changes in
governmental regulations or taxation and the impact of inflation on costs. The
timing of actual future net revenue from proved reserves, and thus their actual
present value, can be affected by the timing of the incurrence of expenditures
in connection with development of oil and gas properties. The 10% discount
factor, which is required by the Commission to be used to calculate present
value for reporting purposes, is not necessarily the most appropriate discount
factor based on interest rates in effect from time to time and risks associated
with the oil and gas industry. Discounted present value, no matter

                                    -8-
what discount rate is used, is materially affected by assumptions as to the
amount and timing of future production, which may and often do prove to be
inaccurate.

      TITLE TO PROPERTIES. Title matters relating to oil and gas properties are
often subject to some doubt. The decision of whether or not to expend funds for
additional title work is made by management on a case-by-case basis. In some
cases, title may be found to be defective and the cost to cure title may be
prohibitive.

                                    -9-
SELLING STOCKHOLDERS

      The following table shows the names of the Selling Stockholders, the
number of securities owned beneficially by each of them, or their nominees, as
of October 15, 1997, and the number of shares which may be offered pursuant to
this Prospectus (such offered shares shall be referred to herein as the
"Stockholder Securities"). This information is based upon information provided
by the Selling Stockholders or their representatives. Because the Selling
Stockholders may offer all, some or none of the Stockholder Securities which
they hold, no definitive estimate can be given as to the number of Stockholder
Securities that will be held by the Selling Stockholders upon termination of
such offering. In the future, additional stock options or restricted stock
awards may be granted under the Company's employee benefit plans to the
following persons or to other affiliates of the Company and this Prospectus may
be used in connection with the resale of such restricted stock or shares
underlying such stock options. Shares held by Selling Stockholders may be sold
either pursuant to the Registration Statement of which this Prospectus is a part
or pursuant to Rule 144 under the Securities Act.
Shares or
                                                                               Shares Subject to
                              Shares Beneficially                            Options Beneficially
                              Owned or Subject to         Shares               Owned After Sales
                             Options Before Sales   Offered for Selling     Under This Prospectus/2/
Selling Stockholder          Under This Prospectus   Stockholder's Account/1/  Number   Percentage
J. Samuel Butler/3,7/               300,000                300,000                  0        0
Faisal Chaudhary/4/                 612,500                500,000            112,500        7%
Kim M. Fuerst/5/                    612,500                500,000            112,500        7%
Sayed Consulting, Inc./6/           100,000                 50,000             50,000        3%
Trinity Petroleum Management LLC/7/ 100,000                100,000                  0        0
----------------------
1    Figures in this column consist of shares, options and warrants to purchase
     shares, as noted, issued pursuant to employee benefit plans, as that term
     is defined under Rule 405 of the Securities Act.
2    Figures in this column assume the sale by the Selling Stockholders of all
     of their Stockholder Securities.
3    Director of the Company. Includes 200,000 shares issuable pursuant to stock
     options granted under a certain Director Option Agreement, which options
     are presently exercisable at $1.00 per share, and 100,000 shares issuable
     pursuant to a Warrant granted to Trinity Petroleum Management LLC
     ("Trinity"), which Warrant is presently exercisable at $1.00 per share. Mr.
     Butler holds a 99% ownership interest in Trinity.
4    Director and Secretary of the Company. Includes 112,500 shares owned by Mr.
     Chaudhary and 500,000 shares issuable pursuant to stock options granted
     under a certain Director Option Agreement, which options are presently
     exercisable at $1.00 per share.
5    President, (Chief Executive Officer), Treasurer (Chief Financial Officer)
     and Director. Includes 112,500 shares owned by Mr. Fuerst and 500,000
     shares issuable pursuant to stock options granted under a certain Incentive
     Stock Option Agreement, which options are presently exercisable at $1.00
     per share.
6    Consists of 50,000 shares issuable pursuant to stock options granted under
     a Consulting Agreement, which options are presently exercisable at $1.00
     per share, and 50,000 shares previously issued as a Restricted Share Grant
     under such Consulting Agreement. The shares issued as a Restricted Share
     Grant are being offered for resale hereunder.
7    Includes 100,000 shares issuable pursuant to a Warrant, which Warrant is
     presently exercisable at $1.00 per share. Mr. Butler, a director of the
     Company, holds a 99% ownership interest in Trinity.

                                    -10-
PLAN OF DISTRIBUTION

      The shares of Common Stock covered by this Prospectus may be offered or
sold from time to time by the Selling Stockholders. Such sales may be made in
over-the-counter transactions, in block trades, pursuant to purchases by a
broker or a dealer as principal, in private transactions, or otherwise, at
prices then prevailing in the market or at negotiated prices. The Company will
not receive any of the proceeds from sales by Selling Stockholders.

      Any broker or dealer involved in the offer or sale of the shares included
herein may receive brokerage commissions or discounts. To the knowledge of the
Company, no Selling Stockholder is currently party to any agreement with any
broker or dealer respecting such transactions. Upon sale of such shares, any or
all of the Selling Stockholders or anyone effecting sales on behalf of the
Selling Stockholders may be deemed an underwriter, as that term is defined in
the Securities Act. All expenses of the registration of the Common Stock covered
by this Prospectus are to be borne by the Company.

                                 LEGAL MATTERS

      The validity of the issuance of the shares of Common Stock described
herein will be passed upon for the Company by Davis, Graham & Stubbs LLP,
Denver, Colorado.

                                    -11-
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM. 3 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

      The following documents filed or to be filed by Colorado Wyoming Reserve
Company (the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated or deemed to be incorporated in this
Registration Statement by reference:

      (a) The Company's Annual Report on Form 10-KSB for the year ended June 30,
1997, as filed with the Commission on October 1, 1997.

      (b) The description of the Company's Common Stock contained in the
Company's Registration Statement, File No. 2-68893, effective October 24, 1980.

      All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered under the Registration Statement have
been sold, or deregistering all securities then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by reference and to be
a part hereof from the date of filing such documents.

5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article VII of the Company's Amended and Restated Articles of
Incorporation provides that the Company shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the Company) by reason of the fact that such person is or was a director,
officer, employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee, or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in the best interests of the Company, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Similar indemnity is authorized for such
persons against expenses (including attorneys' fees) actually and reasonably
incurred in defense or settlement of any threatened, pending or completed action
or suit by or in the right of the Company, if such person acted in good faith
and in a manner he reasonably believed to be in the best interests of the
Company, and provided further that (unless a court of competent jurisdiction
otherwise provides) such person shall not have been adjudged liable to the
Company. Any such

                                    II-1
indemnification may be made only as authorized in each specific case upon a
determination by the stockholders, a majority of the disinterested directors or
independent legal counsel, that indemnification is proper because the indemnitee
has met the applicable standard of conduct.

      Additionally, Article VII contains a provision authorizing the Company to
purchase and maintain insurance on behalf of such persons against any liability
asserted against and incurred by such person arising out of such person's status
as such, whether or not the Company would have the power to indemnify him under
the provisions of Article VII.

7.    EXEMPTION FROM REGISTRATION CLAIMED.

      The 50,000 shares of Common Stock that were issued as restricted
securities to be reoffered or resold pursuant to this Registration Statement
were issued in transactions completed without registration in reliance upon the
exemption provided by Section 4(2) of the Securities Act of 1933, as amended,
for transactions not involving a public offering.

8.    EXHIBITS.

      4.1*        Amended and Restated Articles of Incorporation of the Company.

      4.2**       Bylaws of the Company.

      4.3*        Option Agreement between the Company and J. Samuel Butler,
                  dated October 18, 1996.

      4.4*        Option Agreement between the Company and Faisal Chaudhary,
                  dated October 18, 1996.

      4.5(a)****  Incentive Stock Option Plan between the Company and Kim M.
                  Fuerst, dated October 18, 1996.

      4.5(b)****  Incentive Stock Option Agreement between the Company and Kim
                  M. Fuerst, dated October 18, 1996.

      4.6***      Warrant dated March 31, 1997 from the Company to Trinity
                  Petroleum Management LLC.

      4.7***      The Company's Equity Incentive Plan.

      4.8***      Option Agreement between the Company and Sayed Consulting,
                  Inc., dated November 15, 1996.

      4.9*        Option Agreement between the Company and Lucy Treadway, dated
                  November 15, 1996.

      4.10****    Kim M. Fuerst Employment Agreement.

                                    II-2
4.11*       Option Agreement between the Company and David Crockett, dated
                  October 12, 1997.

      5.1*        Opinion and Consent of Davis, Graham & Stubbs LLP.

      23.1*       Consent of Counsel.  See Exhibit 5.1

      23.2*       Consent of Coopers & Lybrand L.L.P.

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

(*)     Filed herewith.

(**)    Filed previously as an Exhibit to the Company's Annual Report on Form
        10-K (No. 0-09482) for the fiscal year ended May 31, 1983, and
        incorporated herein by reference.

(***)  Filed previously as an Exhibit to the Company's Quarterly Report on Form
       10-QSB (No. 0-09482) for the quarter ended March 31, 1997, and
       incorporated herein by reference.

(****) Filed previously as an Exhibit to the Company's Annual Report on Form
       10-KSB for the fiscal year ended June 30, 1997, and incorporated herein
       by reference.

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 (the "Securities Act"); (ii) to reflect in
            the prospectus any facts or events which, individually or together,
            represent a fundamental change in the information set forth in this
            Registration Statement; and (iii) to include any additional or
            changed material information on the plan of distribution, 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 by the
            Registrant pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 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.

                                    II-3
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 7th day of
November, 1997.

                                    COLORADO WYOMING RESERVE COMPANY

                                    By:
                                       -----------------------------------------
                                       Kim M. Fuerst
                                       President

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints jointly and severally, Kim M. Fuerst and J.
Samuel Butler, or any of them, with full power to act alone, his true and lawful
attorneys-in-fact, with full power of substitution, and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or either of them may lawfully do or cause to be
done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                       TITLE                              DATE
-----------------------------   Chairman, President, Treasurer and     November 7,1997
Kim M. Fuerst                   Director (Principal Executive
                                Officer, Principal Financial and
                                Accounting Officer)

-----------------------------   Secretary and Director                 November 7, 1997
Faisal Chaudhary

-----------------------------   Director                               November 7, 1997
J. Samuel Butler
II-4
EXHIBIT INDEX

Exhibit                                                               Sequential
No.        Description                                                Page No.

4.3        Option Agreement between the Company and J. Samuel Butler, dated
           October 18, 1996.

4.4        Option Agreement between the Company and Faisal Chaudhary, dated
           October 18, 1996.

4.9        Option Agreement between the Company and Lucy Treadway, dated
           November 15, 1996.

4.11       Option Agreement between the Company and David Crockett, dated
           October 12, 1997.

5.1        Opinion and Consent of Davis, Graham & Stubbs LLP.

23.1       Consent of Counsel.  See Exhibit 5.1

23.2       Consent of Coopers & Lybrand L.L.P.

                                    II-5