<PAGE>


     As filed with the Securities and Exchange Commission on August 30, 2002
                                                    Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                           MILLER EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)

            Delaware                                          38-3379776
 (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                          Identification No.)

                             3104 Logan Valley Road
                       Traverse City, Michigan 49685-0348
          (Address of principal executive offices, including zip code)

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

           MILLER EXPLORATION COMPANY AMENDED EQUITY COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

                                Deanna L. Cannon
                           Miller Exploration Company
                             3104 Logan Valley Road
                       Traverse City, Michigan 49685-0348
                                 (231) 941-0004
            (Name, address and telephone number of agent for service)

                                    copy to:

                                Mark Early, Esq.
                             Vinson & Elkins L.L.P.
                          2001 Ross Avenue, Suite 3700
                            Dallas, Texas 75201-2975
                                 (214) 220-7700

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
                                                   Proposed              Proposed
  Title of securities        Amount to be      maximum offering      maximum aggregate        Amount of
    to be registered         registered(1)     price per share (2)   offering price (2)   registration fee
-------------------------------------------------------------------------------------------------------------
<S>                          <C>               <C>                   <C>                  <C>
Common Stock, $0.01 par
value per share...........   500,000 shares         $0.205              $102,500.00             $9.43
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  If, as a result of stock splits, stock dividends or similar transactions,
     the number of securities purported to be registered on this Registration
     Statement changes, the provisions of Rule 416 shall apply to this
     Registration Statement, and this Registration Statement shall be deemed to
     cover the additional securities resulting from the split of, or dividend on
     the securities covered by this Registration Statement.
(2)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933 and based upon
     the average of the high and low prices reported of the Registrant's Common
     Stock on the NASDAQ National Market on August 26, 2002.

================================================================================

<PAGE>

          This registration statement is being filed, in accordance with General
Instruction E to Form S-8, to register additional shares of Common Stock for
sale under the Miller Exploration Company Amended Equity Compensation Plan for
Non-Employee Directors. The contents of the Registrant's Form S-8 Registration
Statements (Nos. 333-70247 and 333-58678) relating to such employee benefit
plans, respectively, are incorporated by reference in this registration
statement.

Explanatory Note.

          Section 11(a) of the Securities Act of 1933, as amended (the
"Securities Act") provides that if any part of a registration statement at the
time it becomes effective contains an untrue statement of a material fact or an
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, any person acquiring a security
pursuant to such registration statement (unless it is proved that at the time of
such acquisition such person knew of such untruth or omission) may sue, among
others, every accountant who has consented to be named as having prepared or
certified any part of the registration statement or as having prepared or
certified any report or valuation which is used in connection with the
registration statement with respect to the statement in such registration
statement, report or valuation which purports to have been prepared or certified
by the accountant.

          The financial statements of the Registrant included in the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
2001 (the "Annual Report") were audited by Arthur Andersen LLP ("Arthur
Andersen"), the Registrant's independent public accountant at the time the
Annual Report was filed with the SEC on March 27, 2002. Arthur Andersen no
longer serves as the Registrant's independent public accountant. The Registrant
has been unable to obtain the written consent of Arthur Andersen to incorporate
by reference in this Registration Statement its audit report dated March 8,
2002, included in the Registrant's Annual Report. However, Rule 437a of the
Securities Act permits the Registrant to file this Registration Statement
without a written consent from Arthur Andersen. Accordingly, Arthur Andersen may
not be liable to any stockholder under Section 11(a) of the Securities Act
because it has not consented to being named as an expert in this Registration
Statement. We believe, however, that other persons who are liable under Section
11(a) of the Securities Act, including our officers and directors, may still
rely on Arthur Andersen's audit reports as being made by an expert under the due
diligence defense provisions of Section 11(b) of the Securities Act.

Exhibits.

          Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith.

          Exhibit
          Number                     Description
          ------                     -----------

          4.1       Miller Exploration Company Amended and Restated Equity
                    Compensation Plan for Non-Employee Directors (incorporated
                    by reference to Exhibit 4.5 of the Form S-8 registration
                    statement of April 11, 2002).

          4.2       Form of Amendment to the Miller Exploration Company Amended
                    and Restated Equity Compensation Plan for Non-Employee
                    Directors (incorporated by reference to Exhibit 4.6 of the
                    Form S-8 registration statement of April 11, 2002).

          4.3       Amendment No. 2 to the Miller Exploration Company Amended
                    and Restated Compensation Plan for Non-Employee Directors.

          5.1.      Opinion of Vinson & Elkins L.L.P.

          23.1      The Registrant was unable to obtain the written consent of
                    Arthur Andersen LLP to incorporate by reference its audit
                    report dated March 8, 2002. See Explanatory Note.

                                      -2-

<PAGE>

          23.2      Consent of Miller and Lents, Ltd.

          23.3      Consent of Holditch-Reservoir Technologies Consulting
                    Services.

          23.4      Consent of Vinson & Elkins L.L.P. (included in the opinion
                    filed as Exhibit 5.1 hereto).

          24.1      Powers of Attorney (included on the signature hereto).

                                      -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 Traverse City, State of Michigan, on the 30th day of
August, 2002.

                                        MILLER EXPLORATION COMPANY

                                        By:  /s/ Deanna L. Cannon
                                             ---------------------------------
                                             Deanna L. Cannon
                                             Chief Financial Officer

          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. Each person whose signature appears below
authorizes and appoints Kelly E. Miller and Deanna L. Cannon, and each of them,
as his or her attorney-in-fact to execute in the name of such person and to file
any amendments to this Registration Statement necessary or advisable to enable
the Registrant to comply with the Securities Act of 1933 and any rules,
regulations and requirements of the registration of the securities which are the
subject of this Registration Statement, which amendments may make such changes
in the Registration Statement as such attorney-in-fact may deem appropriate.

<TABLE>
<CAPTION>
        Signature                         Capacity                           Date
        ---------                         --------                           ----
<S>                          <C>                                         <C>
/s/ C. E. Miller             Chairman of the Board and Director          August 30, 2002
--------------------------
C. E. Miller


/s/ Kelly E. Miller          President, Chief Operating Officer and      August 30, 2002
--------------------------
Kelly E. Miller              Director


/s/ Deanna L. Cannon         Chief Financial Officer and Secretary       August 30, 2002
--------------------------
Deanna L. Cannon


/s/ Richard J. Burgess       Director                                    August 30, 2002
--------------------------
Richard J. Burgess


/s/ Paul A. Halpern          Director                                    August 30, 2002
--------------------------
Paul A. Halpern


/s/ Robert M. Boeve          Director                                    August 30, 2002
--------------------------
Robert M. Boeve
</TABLE>

<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number    Description
------    -----------

   4.1    Miller Exploration Company Amended and Restated Equity Compensation
          Plan for Non-Employee Directors (incorporated by reference to Exhibit
          4.5 of the Form S-8 registration statement of April 11, 2002).

   4.2    Form of Amendment to the Miller Exploration Company Amended and
          Restated Equity Compensation Plan for Non-Employee Directors
          (incorporated by reference to Exhibit 4.6 of the Form S-8 registration
          statement of April 11, 2002).

   4.3    Amendment No. 2 to the Miller Exploration Company Amended and Restated
          Compensation Plan for Non-Employee Directors.

   5.1.   Opinion of Vinson & Elkins L.L.P.

   23.1   The Registrant was unable to obtain the written consent of Arthur
          Andersen LLP to incorporate by reference its audit report dated March
          8, 2002. See Explanatory Note.

   23.2   Consent of Miller and Lents, Ltd.

   23.3   Consent of Holditch-Reservoir Technologies Consulting Services.

   23.4   Consent of Vinson & Elkins L.L.P. (included in the opinion filed as
          Exhibit 5.1 hereto).

   24.1   Powers of Attorney (included on the signature hereto).
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "EQUITY COMPENSATION PLAN NON-EMPLOYEE DIRECTORS", "secsgml_size_bytes": 12319}]
{"company-data": {"conformed-name": "MILLER EXPLORATION CO", "cik": "0001048740", "assigned-sic": "1311", "irs-number": "383379776", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98959", "film-number": "02753727"}, "business-address": {"street1": "3104 LOGAN VALLEY RD", "city": "TRAVERSE CITY", "state": "MI", "zip": "49685-0348", "phone": "2319410004"}, "mail-address": {"street1": "3104 LOGAN VALLEY RD", "city": "TRAVERSE CITY", "state": "MI", "zip": "49685-0348"}}
As filed with the Securities and Exchange Commission on August 30, 2002
                                                    Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                           MILLER EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)

            Delaware                                          38-3379776
 (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                          Identification No.)

                             3104 Logan Valley Road
                       Traverse City, Michigan 49685-0348
          (Address of principal executive offices, including zip code)

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

           MILLER EXPLORATION COMPANY AMENDED EQUITY COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

                                Deanna L. Cannon
                           Miller Exploration Company
                             3104 Logan Valley Road
                       Traverse City, Michigan 49685-0348
                                 (231) 941-0004
            (Name, address and telephone number of agent for service)

                                    copy to:

                                Mark Early, Esq.
                             Vinson & Elkins L.L.P.
                          2001 Ross Avenue, Suite 3700
                            Dallas, Texas 75201-2975
                                 (214) 220-7700

                         CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                   Proposed              Proposed
  Title of securities        Amount to be      maximum offering      maximum aggregate        Amount of
    to be registered         registered(1)     price per share (2)   offering price (2)   registration fee
-------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par
value per share...........   500,000 shares         $0.205              $102,500.00             $9.43
-------------------------------------------------------------------------------------------------------------
(1)  If, as a result of stock splits, stock dividends or similar transactions,
     the number of securities purported to be registered on this Registration
     Statement changes, the provisions of Rule 416 shall apply to this
     Registration Statement, and this Registration Statement shall be deemed to
     cover the additional securities resulting from the split of, or dividend on
     the securities covered by this Registration Statement.
(2)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933 and based upon
     the average of the high and low prices reported of the Registrant's Common
     Stock on the NASDAQ National Market on August 26, 2002.

================================================================================
This registration statement is being filed, in accordance with General
Instruction E to Form S-8, to register additional shares of Common Stock for
sale under the Miller Exploration Company Amended Equity Compensation Plan for
Non-Employee Directors. The contents of the Registrant's Form S-8 Registration
Statements (Nos. 333-70247 and 333-58678) relating to such employee benefit
plans, respectively, are incorporated by reference in this registration
statement.

Explanatory Note.

          Section 11(a) of the Securities Act of 1933, as amended (the
"Securities Act") provides that if any part of a registration statement at the
time it becomes effective contains an untrue statement of a material fact or an
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, any person acquiring a security
pursuant to such registration statement (unless it is proved that at the time of
such acquisition such person knew of such untruth or omission) may sue, among
others, every accountant who has consented to be named as having prepared or
certified any part of the registration statement or as having prepared or
certified any report or valuation which is used in connection with the
registration statement with respect to the statement in such registration
statement, report or valuation which purports to have been prepared or certified
by the accountant.

          The financial statements of the Registrant included in the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
2001 (the "Annual Report") were audited by Arthur Andersen LLP ("Arthur
Andersen"), the Registrant's independent public accountant at the time the
Annual Report was filed with the SEC on March 27, 2002. Arthur Andersen no
longer serves as the Registrant's independent public accountant. The Registrant
has been unable to obtain the written consent of Arthur Andersen to incorporate
by reference in this Registration Statement its audit report dated March 8,
2002, included in the Registrant's Annual Report. However, Rule 437a of the
Securities Act permits the Registrant to file this Registration Statement
without a written consent from Arthur Andersen. Accordingly, Arthur Andersen may
not be liable to any stockholder under Section 11(a) of the Securities Act
because it has not consented to being named as an expert in this Registration
Statement. We believe, however, that other persons who are liable under Section
11(a) of the Securities Act, including our officers and directors, may still
rely on Arthur Andersen's audit reports as being made by an expert under the due
diligence defense provisions of Section 11(b) of the Securities Act.

Exhibits.

          Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith.

          Exhibit
          Number                     Description
          ------                     -----------

          4.1       Miller Exploration Company Amended and Restated Equity
                    Compensation Plan for Non-Employee Directors (incorporated
                    by reference to Exhibit 4.5 of the Form S-8 registration
                    statement of April 11, 2002).

          4.2       Form of Amendment to the Miller Exploration Company Amended
                    and Restated Equity Compensation Plan for Non-Employee
                    Directors (incorporated by reference to Exhibit 4.6 of the
                    Form S-8 registration statement of April 11, 2002).

          4.3       Amendment No. 2 to the Miller Exploration Company Amended
                    and Restated Compensation Plan for Non-Employee Directors.

          5.1.      Opinion of Vinson & Elkins L.L.P.

          23.1      The Registrant was unable to obtain the written consent of
                    Arthur Andersen LLP to incorporate by reference its audit
                    report dated March 8, 2002. See Explanatory Note.

                                      -2-
23.2      Consent of Miller and Lents, Ltd.

          23.3      Consent of Holditch-Reservoir Technologies Consulting
                    Services.

          23.4      Consent of Vinson & Elkins L.L.P. (included in the opinion
                    filed as Exhibit 5.1 hereto).

          24.1      Powers of Attorney (included on the signature hereto).

                                      -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 Traverse City, State of Michigan, on the 30th day of
August, 2002.

                                        MILLER EXPLORATION COMPANY

                                        By:  /s/ Deanna L. Cannon
                                             ---------------------------------
                                             Deanna L. Cannon
                                             Chief Financial Officer

          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. Each person whose signature appears below
authorizes and appoints Kelly E. Miller and Deanna L. Cannon, and each of them,
as his or her attorney-in-fact to execute in the name of such person and to file
any amendments to this Registration Statement necessary or advisable to enable
the Registrant to comply with the Securities Act of 1933 and any rules,
regulations and requirements of the registration of the securities which are the
subject of this Registration Statement, which amendments may make such changes
in the Registration Statement as such attorney-in-fact may deem appropriate.
Signature                         Capacity                           Date
        ---------                         --------                           ----
/s/ C. E. Miller             Chairman of the Board and Director          August 30, 2002
--------------------------
C. E. Miller

/s/ Kelly E. Miller          President, Chief Operating Officer and      August 30, 2002
--------------------------
Kelly E. Miller              Director

/s/ Deanna L. Cannon         Chief Financial Officer and Secretary       August 30, 2002
--------------------------
Deanna L. Cannon

/s/ Richard J. Burgess       Director                                    August 30, 2002
--------------------------
Richard J. Burgess

/s/ Paul A. Halpern          Director                                    August 30, 2002
--------------------------
Paul A. Halpern

/s/ Robert M. Boeve          Director                                    August 30, 2002
--------------------------
Robert M. Boeve
INDEX TO EXHIBITS

Exhibit
Number    Description
------    -----------

   4.1    Miller Exploration Company Amended and Restated Equity Compensation
          Plan for Non-Employee Directors (incorporated by reference to Exhibit
          4.5 of the Form S-8 registration statement of April 11, 2002).

   4.2    Form of Amendment to the Miller Exploration Company Amended and
          Restated Equity Compensation Plan for Non-Employee Directors
          (incorporated by reference to Exhibit 4.6 of the Form S-8 registration
          statement of April 11, 2002).

   4.3    Amendment No. 2 to the Miller Exploration Company Amended and Restated
          Compensation Plan for Non-Employee Directors.

   5.1.   Opinion of Vinson & Elkins L.L.P.

   23.1   The Registrant was unable to obtain the written consent of Arthur
          Andersen LLP to incorporate by reference its audit report dated March
          8, 2002. See Explanatory Note.

   23.2   Consent of Miller and Lents, Ltd.

   23.3   Consent of Holditch-Reservoir Technologies Consulting Services.

   23.4   Consent of Vinson & Elkins L.L.P. (included in the opinion filed as
          Exhibit 5.1 hereto).

   24.1   Powers of Attorney (included on the signature hereto).