AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                ON MARCH 23, 1998

                                FILE NO. 0-20915

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                               GEO PETROLEUM, INC.
                               -------------------
             (Exact Name of Registrant as Specified in its Charter)

California                                                      33-0328958
----------                                                      ----------
(State or Other Jurisdiction of                            (IRS Employer ID No.)
Incorporation or Organization)

                        501 Deep Valley Drive, Suite 300
                        -------------------------------
                        Rolling Hills Estates, CA 90274
                           --------------------------
                    (Address of Principal Executive Offices)

                   Geo Petroleum, Inc. 1998 Consultants' Plan
                   ------------------------------------------
                           (Full Title of the Plans)

                   Gerald T. Raydon, Chief Executive Officer
                          ---------------------------
                              Geo Petroleum, Inc.
                              -------------------
                             501 Deep Valley Drive
                        -------------------------------
                        Rolling Hills Estates, CA 90274
                           --------------------------
                    (Name and Address of Agent for Service)

                                 (310) 265-0721
                                 --------------
         (Telephone Number, Including Area Code, of Agent for Service)

<PAGE>
CALCULATION OF REGISTRATION FEE

Proposed       Proposed
Title of                    Maximum        Maximum
Securities     Amount       Offering       Aggregate  Amount of
to be          to be        Price          Offering   Registration
Registered     Registered   Per Share      Price      Fee

Common Stock  1,500,000     $1.00          $1,500,000  $442.50
TOTAL         1,500,000     $1.00          $1,500,000  $442.50

Pursuant to Rule 457(h)(3), this Registration covers resales of the common stock
offered hereby.
Calculated  pursuant to Rule 457(h)(1) and (3) under the Securities Act of 1933,
as amended.

The information specified by Items 1 and 2 of Part I of Form S-8 is omitted from
this filing in accordance  with the  provisions of Rule 428 under the Securities
Act of 1933 and the introductory Note to Part I of Form S-8.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The  following  documents  previously  filed with the  Securities  and  Exchange
Commission are incorporated herein by reference:

(a) The  Company's  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
December 31, 1996;

(b) The Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter ended
March 31, 1997;

(c) The Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter ended
June 30, 1997;

(d) The Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter ended
September 30, 1997.


<PAGE>

(e) The  description of the Company's  Common Stock  contained under the caption
Description  of Common Equity in its Form 10  Registration  Statement  (File No.
0-20915,  filed June 21,  1996);  and all  amendments  and reports filed for the
purpose of updating that description; and

(f) All documents  subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been sold or which  de-registers  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  herein by reference and to be part
hereof from the date of filing of such documents.

Item 4. Description of Securities
Not applicable.

Item 5. Interests of Named Experts and Counsel

Counsel  rendering an opinion in this matter is the Chief Executive  Officer and
Chairman  of the  Board  of  Directors  of the  Company  and  is  the  owner  of
approximately 46% of the Common Stock of the Company.

Item 6. Indemnification of Directors and Officers

As permitted by California  law, the bylaws of the Company  provide broad rights
of indemnification to the officers and directors of the Company. The Articles of
Incorporation of the Company provide, in part, that:

(a) The liability of directors of the corporation for monetary  damages shall be
eliminated to the fullest extent permissible under California law.

<PAGE>

(b) The  corporation  is authorized  to provide  indemnification  of agents,  as
defined  in Section  317 of the  California  Corporations  Code,  through  bylaw
provisions,  agreements  with  agents,  vote of  shareholders  or  disinterested
directors,  or  otherwise,  which  indemnification  may  be  in  excess  of  the
indemnification   otherwise   permitted   by  Section  317  of  the   California
Corporations  Code  with  respect  to  actions  for  breaches  of  duty  to  the
corporation and its shareholders.

(c) Any amendment,  repeal,  or  modification of any provision of this Article V
shall  not  adversely  affect  any  right  or  protection  of an  agent  of this
corporation existing at the time of such amendment, repeal or modification.

The Bylaws of the Company  (Exhibit  3.2 to Form 10-SB)  provide for  additional
indemnification  in  Article  16  thereof,   which  is  incorporated  herein  by
reference.

Item 7. Exemption From Registration Claimed

Not applicable.

Item 8. Exhibits

3.1  Articles of  Incorporation  of the  Company,  as amended  (incorporated  by
reference  to Exhibit  No.  3.1 (a - c) to the  Registration  Statement  on Form
10-SB,  which was filed with the  Securities and Exchange  Commission  under No.
0-20915).

3.2 Bylaws of the Company  (incorporated  by reference to Exhibit No. 3.2 to the
Registration  Statement on Form 10-SB,  which was filed with the  Securities and
Exchange Commission under No. 0-20915).

5.1 Opinion of Gerald T. Raydon as to the validity of the securities  registered
hereunder (filed herewith).

10.1 Geo  Petroleum,  Inc.  1998  Consultants'  Stock  Plan,  as  adopted by the
Company's Board of Directors (filed herewith).

10.2 Agreement for Consulting Services between the Company and Sayed Consulting,
Inc. (filed herewith).

10.3  Consulting  Payment  Plan  between  the  Company and Rodney C. Hill (filed
herewith).

<PAGE>

23.1 Consent of Gerald T. Raydon (set forth in the opinion  filed as Exhibit 5.1
to this Registration Statement).

23.2 Consent of Ernst & Young, LLP (filed herewith).

Item 9.  Undertakings

A. The undersigned registrant hereby undertakes:  (1) To file, during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
registration  statement:  (i) to  include  any  prospectus  required  by Section
10(a)(3) of the  Securities  Act of 1933;  (ii) to reflect in the prospectus any
facts or events which, individually or in the aggregate, represent a fundamental
change in the  information  set forth in the  registration  statement;  (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
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  that remain unsold at the  termination of the
offering.

<PAGE>

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant to the provisions  described in Item 6 of this registration
statement, or otherwise,  the Registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

In  accordance  with  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  of filing  on Form S-8 and  authorized  this  registration
statement to be signed on its behalf by the undersigned,  in the City of Rolling
Hills Estates, State of California on March 23, 1998.

Geo Petroleum, Inc.

By: \s\  GERALD T. RAYDON
---------------------------
Gerald T. Raydon
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)


                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
hereby  constitutes and appoints Gerald T. Raydon,  his true and lawful attorney
in fact and agent, with full power of substitution and re-substitution,  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,
and to file the same,  with all  exhibits  thereto,  and all other  documents in
connection therewith,  with the Securities and Exchange commission and any state
or other  securities  authority,  granting  unto each said  attorney in fact and
agent full power and  authority  to do and perform each and every act in person,
hereby  ratifying and confirming all that said attorneys in fact and agents,  or
any of them or their of his substitute or substitutes,  may lawfully do or cause
to be done by virtue hereof.

<PAGE>

In  accordance  with  the  requirements  of the  Securities  Act of  1933,  this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.

Signature               Title                          Date
---------               -----                          -----
\s\ GERALD T. RAYDON    Chairman of the Board          March 23, 1998
--------------------    and Chief Executive Officer
Gerald T. Raydon        (Principal Executive Officer)

\s\ LARRY R. BURROUGHS  President and Director
--------------------
Larry R. Burroughs

\s\ ALYDA L. RAYDON     Director, Chief Financial      March 23, 1998
--------------------    Officer and Secretary
Alyda L. Raydon         (Principal Financial and
Accounting Officer)

\s\WILLIAM J. CORCORAN  Director                       March 23, 1998
--------------------
William J. Corcoran


<PAGE>
                                 EXHIBIT INDEX


Exhibit Number Description

4.1 Articles of Incorporation of the Company, as amended

Bylaws of the Company

5.1 Opinion of Gerald T. Raydon, as to the validity of the securities registered
hereunder.

10.1 Geo Petroleum, Inc. 1998 Consultants' Stock Plan

10.2 Agreement for Consulting Services between the Company and Sayed Consulting,
Inc.

10.3 Consulting Payment Plan between the Company and Rodney C. Hill

23.1 Consent of Gerald T. Raydon (set forth in the opinion  filed as Exhibit 5.1
to this Registration Statement).

23.2 Consent of Ernst & Young, LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13372}]
{"company-data": {"conformed-name": "GEO PETROLEUM INC", "cik": "0001016275", "assigned-sic": "1311", "irs-number": "330328958", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48645", "film-number": "98573378"}, "business-address": {"street1": "501 DEEP VALLEY DRIVE", "street2": "SUITE 300", "city": "ROLLING HILLS", "state": "CA", "zip": "90274", "phone": "3102650721"}, "mail-address": {"street1": "501 DEEP VALLEY DRIVE", "street2": "SUITE 300", "city": "ROLLING HILLS", "state": "CA", "zip": "90274"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                ON MARCH 23, 1998

                                FILE NO. 0-20915

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                               GEO PETROLEUM, INC.
                               -------------------
             (Exact Name of Registrant as Specified in its Charter)

California                                                      33-0328958
----------                                                      ----------
(State or Other Jurisdiction of                            (IRS Employer ID No.)
Incorporation or Organization)

                        501 Deep Valley Drive, Suite 300
                        -------------------------------
                        Rolling Hills Estates, CA 90274
                           --------------------------
                    (Address of Principal Executive Offices)

                   Geo Petroleum, Inc. 1998 Consultants' Plan
                   ------------------------------------------
                           (Full Title of the Plans)

                   Gerald T. Raydon, Chief Executive Officer
                          ---------------------------
                              Geo Petroleum, Inc.
                              -------------------
                             501 Deep Valley Drive
                        -------------------------------
                        Rolling Hills Estates, CA 90274
                           --------------------------
                    (Name and Address of Agent for Service)

                                 (310) 265-0721
                                 --------------
         (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE

Proposed       Proposed
Title of                    Maximum        Maximum
Securities     Amount       Offering       Aggregate  Amount of
to be          to be        Price          Offering   Registration
Registered     Registered   Per Share      Price      Fee

Common Stock  1,500,000     $1.00          $1,500,000  $442.50
TOTAL         1,500,000     $1.00          $1,500,000  $442.50

Pursuant to Rule 457(h)(3), this Registration covers resales of the common stock
offered hereby.
Calculated  pursuant to Rule 457(h)(1) and (3) under the Securities Act of 1933,
as amended.

The information specified by Items 1 and 2 of Part I of Form S-8 is omitted from
this filing in accordance  with the  provisions of Rule 428 under the Securities
Act of 1933 and the introductory Note to Part I of Form S-8.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The  following  documents  previously  filed with the  Securities  and  Exchange
Commission are incorporated herein by reference:

(a) The  Company's  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
December 31, 1996;

(b) The Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter ended
March 31, 1997;

(c) The Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter ended
June 30, 1997;

(d) The Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter ended
September 30, 1997.
(e) The  description of the Company's  Common Stock  contained under the caption
Description  of Common Equity in its Form 10  Registration  Statement  (File No.
0-20915,  filed June 21,  1996);  and all  amendments  and reports filed for the
purpose of updating that description; and

(f) All documents  subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been sold or which  de-registers  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  herein by reference and to be part
hereof from the date of filing of such documents.

Item 4. Description of Securities
Not applicable.

Item 5. Interests of Named Experts and Counsel

Counsel  rendering an opinion in this matter is the Chief Executive  Officer and
Chairman  of the  Board  of  Directors  of the  Company  and  is  the  owner  of
approximately 46% of the Common Stock of the Company.

Item 6. Indemnification of Directors and Officers

As permitted by California  law, the bylaws of the Company  provide broad rights
of indemnification to the officers and directors of the Company. The Articles of
Incorporation of the Company provide, in part, that:

(a) The liability of directors of the corporation for monetary  damages shall be
eliminated to the fullest extent permissible under California law.
(b) The  corporation  is authorized  to provide  indemnification  of agents,  as
defined  in Section  317 of the  California  Corporations  Code,  through  bylaw
provisions,  agreements  with  agents,  vote of  shareholders  or  disinterested
directors,  or  otherwise,  which  indemnification  may  be  in  excess  of  the
indemnification   otherwise   permitted   by  Section  317  of  the   California
Corporations  Code  with  respect  to  actions  for  breaches  of  duty  to  the
corporation and its shareholders.

(c) Any amendment,  repeal,  or  modification of any provision of this Article V
shall  not  adversely  affect  any  right  or  protection  of an  agent  of this
corporation existing at the time of such amendment, repeal or modification.

The Bylaws of the Company  (Exhibit  3.2 to Form 10-SB)  provide for  additional
indemnification  in  Article  16  thereof,   which  is  incorporated  herein  by
reference.

Item 7. Exemption From Registration Claimed

Not applicable.

Item 8. Exhibits

3.1  Articles of  Incorporation  of the  Company,  as amended  (incorporated  by
reference  to Exhibit  No.  3.1 (a - c) to the  Registration  Statement  on Form
10-SB,  which was filed with the  Securities and Exchange  Commission  under No.
0-20915).

3.2 Bylaws of the Company  (incorporated  by reference to Exhibit No. 3.2 to the
Registration  Statement on Form 10-SB,  which was filed with the  Securities and
Exchange Commission under No. 0-20915).

5.1 Opinion of Gerald T. Raydon as to the validity of the securities  registered
hereunder (filed herewith).

10.1 Geo  Petroleum,  Inc.  1998  Consultants'  Stock  Plan,  as  adopted by the
Company's Board of Directors (filed herewith).

10.2 Agreement for Consulting Services between the Company and Sayed Consulting,
Inc. (filed herewith).

10.3  Consulting  Payment  Plan  between  the  Company and Rodney C. Hill (filed
herewith).
23.1 Consent of Gerald T. Raydon (set forth in the opinion  filed as Exhibit 5.1
to this Registration Statement).

23.2 Consent of Ernst & Young, LLP (filed herewith).

Item 9.  Undertakings

A. The undersigned registrant hereby undertakes:  (1) To file, during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
registration  statement:  (i) to  include  any  prospectus  required  by Section
10(a)(3) of the  Securities  Act of 1933;  (ii) to reflect in the prospectus any
facts or events which, individually or in the aggregate, represent a fundamental
change in the  information  set forth in the  registration  statement;  (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
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  that remain unsold at the  termination of the
offering.
B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant to the provisions  described in Item 6 of this registration
statement, or otherwise,  the Registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES

In  accordance  with  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  of filing  on Form S-8 and  authorized  this  registration
statement to be signed on its behalf by the undersigned,  in the City of Rolling
Hills Estates, State of California on March 23, 1998.

Geo Petroleum, Inc.

By: \s\  GERALD T. RAYDON
---------------------------
Gerald T. Raydon
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
hereby  constitutes and appoints Gerald T. Raydon,  his true and lawful attorney
in fact and agent, with full power of substitution and re-substitution,  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,
and to file the same,  with all  exhibits  thereto,  and all other  documents in
connection therewith,  with the Securities and Exchange commission and any state
or other  securities  authority,  granting  unto each said  attorney in fact and
agent full power and  authority  to do and perform each and every act in person,
hereby  ratifying and confirming all that said attorneys in fact and agents,  or
any of them or their of his substitute or substitutes,  may lawfully do or cause
to be done by virtue hereof.
In  accordance  with  the  requirements  of the  Securities  Act of  1933,  this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.

Signature               Title                          Date
---------               -----                          -----
\s\ GERALD T. RAYDON    Chairman of the Board          March 23, 1998
--------------------    and Chief Executive Officer
Gerald T. Raydon        (Principal Executive Officer)

\s\ LARRY R. BURROUGHS  President and Director
--------------------
Larry R. Burroughs

\s\ ALYDA L. RAYDON     Director, Chief Financial      March 23, 1998
--------------------    Officer and Secretary
Alyda L. Raydon         (Principal Financial and
Accounting Officer)

\s\WILLIAM J. CORCORAN  Director                       March 23, 1998
--------------------
William J. Corcoran
EXHIBIT INDEX

Exhibit Number Description

4.1 Articles of Incorporation of the Company, as amended

Bylaws of the Company

5.1 Opinion of Gerald T. Raydon, as to the validity of the securities registered
hereunder.

10.1 Geo Petroleum, Inc. 1998 Consultants' Stock Plan

10.2 Agreement for Consulting Services between the Company and Sayed Consulting,
Inc.

10.3 Consulting Payment Plan between the Company and Rodney C. Hill

23.1 Consent of Gerald T. Raydon (set forth in the opinion  filed as Exhibit 5.1
to this Registration Statement).

23.2 Consent of Ernst & Young, LLP