<PAGE>
As filed with the Securities and Exchange Commission on November 13, 1996
                                              Registration No. 333-_______

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                           WORLDWIDE PETROMOLY, INC.
             ----------------------------------------------------
             Exact name of Registrant as specified in its charter

          Colorado                                      84-7125214
-------------------------------                  --------------------------
(State or other Jurisdiction of                  (I.R.S. Employer Identifi- 
Incorporation or Organization)                         cation Number)

          1300 Post Oak Boulevard, 9th Floor, Houston, Texas  77056
         ------------------------------------------------------------
         (Address of principal executive offices, including Zip Code)

                              1996 Stock Option Plan
                             ------------------------
                             (Full title of the plan)

                       Gilbert Gertner, Chief Executive Officer
                         1300 Post Oak Boulevard, 9th Floor
                               Houston, Texas  77056
                                   (713) 629-8300
                  (Name, address and telephone number, including
                         area code, of agent for service)

                                    Copy to:

                               Jon D. Sawyer, Esq.
                               Jon D. Sawyer, P.C.
                        1401 Seventeenth Street, Suite 460
                             Denver, Colorado  80202
                                  (303) 295-2355
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------
                        Amount    Proposed Maxi-   Proposed Maxi-  Amount
Title of Securities     to be      mum Offering    mum Aggregate   of Regis-
 to be Registered     Registered  Price Per Share  Offering Price  tration
-----------------------------------------------------------------------------
<S>                  <C>           <C>             <C>            <C>
Common Stock,         3,000,000     $4.3125<FN1>    $12,937,500    $3,920.45
No Par Value            Shares
-----------------------------------------------------------------------------
<FN>
<FN1>  Based on the exercise price of the options outstanding under the 1996
Stock Option Plan as to 1,500,000 shares and the closing price of the
Registrant's Common Stock on November 6, 1996, as reported on the NASD
Bulletin Board as to the remaining 1,500,000 shares.
</TABLE>
<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously filed by Worldwide Petromoly, Inc.
(the "Company") with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Exchange Act") are hereby incorporated
herein by reference:

     (1)  The Company's Annual Report on Form 10-KSB for the year ended June
30, 1996.

     (2)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10-SB filed pursuant to Section 12 of
the Exchange Act (SEC File No. 0-24682).

     (3)  The Company's Current Report on Form 8-K dated July 22, 1996.

     (4)  The Company's Current Report on Form 8-K dated September 19, 1996.

     In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a 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.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The only statute, charter provision, bylaw, contract, or other arrange-
ment under which any controlling person, Director or Officer of the Company is
insured or indemnified in any manner against any liability which he may incur
in his capacity as such, is as follows:

     (a)  The Company has the power under the Colorado Business Corporation
Act to indemnify any person who was or is a party or is threatened to be made
a party to any action, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a Director,
Officer, employee, fiduciary, or agent of the Company or was serving at its
request in a similar capacity for another entity, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection therewith if he acted in good faith
and in a manner he reasonably believed to be in the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  In case of an action
brought by or in the right of the Company such persons are similarly entitled
to indemnification if they acted in good faith and in a manner reasonably
believed to be in the best interests of the Company but no indemnification 
                               -2-
<PAGE>
shall be made if such person was adjudged to be liable to the Company for
negligence or misconduct in the performance of his duty to the Company unless
and to the extent the court in which such action or suit was brought
determines upon application that despite the adjudication of liability, in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnification.  In such event, indemnification is limited to
reasonable expenses.  Such indemnification is not deemed exclusive of any
other rights to which those indemnified may be entitled under the Articles of
Incorporation, Bylaws, agreement, vote of shareholders or disinterested
directors, or otherwise.

     (b)  The Articles of Incorporation and Bylaws of the Company generally
allow indemnification of Officers and Directors to the fullest extent allowed
by law.
     
ITEM 7.  EXEMPTION FROM REGISTRATION.

     Not applicable.

ITEM 8.  EXHIBITS.

     The following documents are filed as exhibits to this Registration
Statement:

EXHIBIT 
NUMBER                              TITLE

4.1        Articles of Incorporation and Bylaws (Incorporated by 
            reference to Exhibits 2.1 and 2.2 to Registrant's Form 
            10-SB Registration Statement (No. 0-24682)

4.2         Articles of Amendment to the Articles of Incorporation

5           Opinion of Jon D. Sawyer, P.C. as to the legality of
            the securities being registered

23.1        Consent of Jon D. Sawyer, P.C. (contained in its
            opinion filed as Exhibit 5)

23.2        Consent of BDO Seidman, LLP, Certified Public Accountants

23.3        Consent of Kish, Leake & Associates, P.C., Certified Public
            Accountants

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

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

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

               (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
                               -3-
<PAGE>
               (iii)  To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

provided, however, that subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs 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 which remain unsold at the
termination of the offering.

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

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to Item 6, 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.

                               -4-
<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 Houston, State of Texas, on the 13th day of
November 1996.

                                     WORLDWIDE PETROMOLY, INC.

                                     By/s/ Robert A. Goldberg
                                       Robert A. Goldberg, President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capaci-
ties and on the dates indicated.

       SIGNATURE                      TITLE                      DATE

/s/ Robert A. Goldberg        President (Chief Execu-      November 13, 1996
Robert A.Goldberg             tive Officer) and
                              Director

/s/ Gilbert Gertner           Chairman of the Board,       November 13, 1996
Gilbert Gertner               and Director

/s/ Lance Rosmarin            Secretary (Chief Financial   November 13, 1996
Lance Rosmarin                and Accounting Officer)
                              and Director
                               -5-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12335}]
{"company-data": {"conformed-name": "OGDEN MCDONALD & CO", "cik": "0000928375", "assigned-sic": "6770", "irs-number": "841125214", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16013", "film-number": "96661046"}, "business-address": {"street1": "3140-K S PERORIA ST", "street2": "STE 230", "city": "AURORA", "state": "CO", "zip": "80014", "phone": "3037559832"}, "mail-address": {"street1": "3140-K S PEORIA ST", "street2": "STE 230", "city": "AURORA", "state": "CO", "zip": "80014"}}
As filed with the Securities and Exchange Commission on November 13, 1996
                                              Registration No. 333-_______

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                           WORLDWIDE PETROMOLY, INC.
             ----------------------------------------------------
             Exact name of Registrant as specified in its charter

          Colorado                                      84-7125214
-------------------------------                  --------------------------
(State or other Jurisdiction of                  (I.R.S. Employer Identifi- 
Incorporation or Organization)                         cation Number)

          1300 Post Oak Boulevard, 9th Floor, Houston, Texas  77056
         ------------------------------------------------------------
         (Address of principal executive offices, including Zip Code)

                              1996 Stock Option Plan
                             ------------------------
                             (Full title of the plan)

                       Gilbert Gertner, Chief Executive Officer
                         1300 Post Oak Boulevard, 9th Floor
                               Houston, Texas  77056
                                   (713) 629-8300
                  (Name, address and telephone number, including
                         area code, of agent for service)

                                    Copy to:

                               Jon D. Sawyer, Esq.
                               Jon D. Sawyer, P.C.
                        1401 Seventeenth Street, Suite 460
                             Denver, Colorado  80202
                                  (303) 295-2355
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------
                        Amount    Proposed Maxi-   Proposed Maxi-  Amount
Title of Securities     to be      mum Offering    mum Aggregate   of Regis-
 to be Registered     Registered  Price Per Share  Offering Price  tration
-----------------------------------------------------------------------------
Common Stock,         3,000,000     $4.3125
$12,937,500    $3,920.45
No Par Value            Shares
-----------------------------------------------------------------------------
Based on the exercise price of the options outstanding under the 1996
Stock Option Plan as to 1,500,000 shares and the closing price of the
Registrant's Common Stock on November 6, 1996, as reported on the NASD
Bulletin Board as to the remaining 1,500,000 shares.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously filed by Worldwide Petromoly, Inc.
(the "Company") with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Exchange Act") are hereby incorporated
herein by reference:

     (1)  The Company's Annual Report on Form 10-KSB for the year ended June
30, 1996.

     (2)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10-SB filed pursuant to Section 12 of
the Exchange Act (SEC File No. 0-24682).

     (3)  The Company's Current Report on Form 8-K dated July 22, 1996.

     (4)  The Company's Current Report on Form 8-K dated September 19, 1996.

     In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a 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.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The only statute, charter provision, bylaw, contract, or other arrange-
ment under which any controlling person, Director or Officer of the Company is
insured or indemnified in any manner against any liability which he may incur
in his capacity as such, is as follows:

     (a)  The Company has the power under the Colorado Business Corporation
Act to indemnify any person who was or is a party or is threatened to be made
a party to any action, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a Director,
Officer, employee, fiduciary, or agent of the Company or was serving at its
request in a similar capacity for another entity, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection therewith if he acted in good faith
and in a manner he reasonably believed to be in the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  In case of an action
brought by or in the right of the Company such persons are similarly entitled
to indemnification if they acted in good faith and in a manner reasonably
believed to be in the best interests of the Company but no indemnification 
                               -2-
shall be made if such person was adjudged to be liable to the Company for
negligence or misconduct in the performance of his duty to the Company unless
and to the extent the court in which such action or suit was brought
determines upon application that despite the adjudication of liability, in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnification.  In such event, indemnification is limited to
reasonable expenses.  Such indemnification is not deemed exclusive of any
other rights to which those indemnified may be entitled under the Articles of
Incorporation, Bylaws, agreement, vote of shareholders or disinterested
directors, or otherwise.

     (b)  The Articles of Incorporation and Bylaws of the Company generally
allow indemnification of Officers and Directors to the fullest extent allowed
by law.
     
ITEM 7.  EXEMPTION FROM REGISTRATION.

     Not applicable.

ITEM 8.  EXHIBITS.

     The following documents are filed as exhibits to this Registration
Statement:

EXHIBIT 
NUMBER                              TITLE

4.1        Articles of Incorporation and Bylaws (Incorporated by 
            reference to Exhibits 2.1 and 2.2 to Registrant's Form 
            10-SB Registration Statement (No. 0-24682)

4.2         Articles of Amendment to the Articles of Incorporation

5           Opinion of Jon D. Sawyer, P.C. as to the legality of
            the securities being registered

23.1        Consent of Jon D. Sawyer, P.C. (contained in its
            opinion filed as Exhibit 5)

23.2        Consent of BDO Seidman, LLP, Certified Public Accountants

23.3        Consent of Kish, Leake & Associates, P.C., Certified Public
            Accountants

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

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

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

               (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
                               -3-
(iii)  To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

provided, however, that subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs 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 which remain unsold at the
termination of the offering.

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

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to Item 6, 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.

                               -4-
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 Houston, State of Texas, on the 13th day of
November 1996.

                                     WORLDWIDE PETROMOLY, INC.

                                     By/s/ Robert A. Goldberg
                                       Robert A. Goldberg, President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capaci-
ties and on the dates indicated.

       SIGNATURE                      TITLE                      DATE

/s/ Robert A. Goldberg        President (Chief Execu-      November 13, 1996
Robert A.Goldberg             tive Officer) and
                              Director

/s/ Gilbert Gertner           Chairman of the Board,       November 13, 1996
Gilbert Gertner               and Director

/s/ Lance Rosmarin            Secretary (Chief Financial   November 13, 1996
Lance Rosmarin                and Accounting Officer)
                              and Director
                               -5-