As filed with the Securities and Exchange Commission on December 23, 1996
                                          Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                           NEVADA ENERGY COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                           84-0897771
        (State or other jurisdiction)    (I.R.S. Employer Identification No.)
      of Incorporation or organization)

                         1187 Coast Village Road #1-381
                             Santa Barbara, CA 93108
                    (Address of principal executive offices)


                          Consulting/Compensation Plan
                              (Full title of plan)


                                 Kevin J. Quinn
                        11400 W. Olympic Blvd. 2nd Floor
                              Los Angeles, Ca 90405
                     (Name of address of agent for service)


                                 (213) 680-9900
                     (telephone number, including area code,
                              of agent for service)


Page one of 13 pages contained in the sequential numbering system.
The Exhibit order may be found at page 7.









<PAGE>




COPIES TO:




Kevin J. Quinn                            Stefan N. Tevis, President
11400 W. Olympic Blvd., 2nd Floor         Nevada Energy Company, Inc.
Los Angeles, Ca  90064                    1187 Coast Village Road #1-381
                                          Santa Barbara, CA 93101



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                    Proposed         Proposed
Title of                            Maximum          Maximum
Securities To     Amount To         Offering Price   Aggregate          Amount of
Be Registered     Be Registered(1)  Per Share(3)     Offering Price(3)  
Registration Fee
-------------     ----------------  ------------     -----------------  ----------
------
<S>               <C>               <C>              <C>                <C>    
Class A           2,500,000         $0.25            $625,000           $189.39
Common Stock

</TABLE>

(1)  Pursuant  to Rule  416,  the  number of shares  being  registered  shall be
adjusted  to  include  any  additional  shares of Common  Stock  that may become
issuable as a result of stock splits,  stock dividends,  or similar transactions
in accordance with anti-dilution  provisions of stock options, and anti-dilution
adjustments  to the amount of Common  Stock  shares  issuable  pursuant to stock
options exercised thereafter.

(2)  Represents   2,500,000   to   be    issued   pursuant   to   the   informal
consulting/compensation  plan  of  Registrant  and  includes  re-offers  of such
shares.

(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule 457 (c) and (h),  based upon the  average of the bid and asked
price of the Common Stock Shares on December 20, 1996.
================================================================================








                                       2

<PAGE>



                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.          Plan information
                 Omitted as permitted.

Item 2.          Registrant information and Employee Plan Annual Information.
                 Not Applicable

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference

   The following  documents  filed with the Securities  and Exchange  Commission
(the   "Commission")  by  Nevada  Energy  Company,   Inc.  (the  "Company")  are
incorporated herein by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
      ended  February 29, 1996 filed  pursuant to Section  13(a) or 15(d) of the
      Securities Exchange Act of 1934, as amended ("Exchange Act").

         (b) All other reports filed by the Company pursuant to Section 13(a) or
      15 (d) of the  Securities  Exchange  Act  since  the end of the  Company's
      fiscal year ended February 29, 1996.

   All reports or other documents  subsequently filed by the Company pursuant to
Section 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which  deregisters all securities then remaining unsold
shall be deemed to incorporated by reference herein and to be a part hereof from
the respective dates of filing of such reports or documents.

Item 4.          Description of Securities.
                 Not applicable.

Item 5.          Interest of Names Experts and Counsel.
                 Not applicable

Item 6.          Indemnification of Directors and Officers.
                 Not applicable.

Item 7.          Exemption from Registration Claimed.
                 Not applicable.








                                       3

<PAGE>




Item 8.          Exhibits
         5             Opinion and Consent of Kevin J. Quinn

         23.1          Consent of Kevin J. Quinn
                       (Included in Exhibit 5)

         23.2          Consent of Kafoury, Armstrong & Company

         24            Power of Attorney (page 6 of this Registration Statement)

Item 9.          Undertakings

         (a)     The undersigned registrant hereby undertakes:

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

                    (i)  to include any prospectus required by  Section 10(a)(3)
                 of the  Securities  Act of  1933,  as amended  (the "Securities
                 Act")

                    (ii) to  reflect  in the  prospectus  any  facts  or  events
                 arising after the effective date of this 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; and

                    (iii) to include any  material  information  with respect to
                 the  plan  of  distribution  not  previously  disclosed  in the
                 registration   statement  or  any   material   change  to  such
                 information in the registration statement;

provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  which are  contained  in periodic  reports  filed by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this 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.



                                       4

<PAGE>



   (b) The  undersigned  registrant  hereby  undertakes  that,  for  purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  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 may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the provisions of Item 6 of this registration  statement,
or  otherwise,  the  registrant  has been  advised  that in the  opinion  of the
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.





























                                       5

<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 Santa Barbara, California, on December 20, 1996.

                           NEVADA ENERGY COMPANY, INC.

                             By: \s\ Stefan N. Tevis
                                --------------------
                               Stefan N. Tevis
                            Chairman of the Board and
                             Chief Executive Officer

   We the undersigned, directors and officers of Nevada Energy Company, Inc., do
hereby constitute and appoint Stefan N. Tevis and Kenton H. Bowers, or either of
them, acting individually, as our true and lawful attorneys and agents to do any
and all acts and things in our name and on behalf,  in our capacities  indicated
below which said attorneys and agents, or any one of them, may deem necessary or
advisable to enable said  corporation to comply with the Securities and Exchange
Commission,  in  connection  with  this  Registration  statement,  or  amendment
thereto, including specifically,  but without limitation, power and authority to
sign for us or any of us in our names and in our capacities indicated below, any
and all amendments (including post-effective amendments) hereof and we do hereby
ratify and confirm all that the said attorneys and agents, or any of them, shall
do or cause to be done by virtue hereof.

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

\s\   Stefan Tevis            Chief Executive Officer and      December 20, 1996
----------------------------  Director (Principal Executive
Stefan N. Tevis               Officer)                     
                              

\s\   Ken Bowers              Vice-President Finance           December 20, 1996
----------------------------  (Chief Financial Officer)
Kenton H. Bowers              

\s\   Charles A. Cain         Chairman of the Board,           December 20, 1996
----------------------------  Director
Charles A. Cain               

\s\   Peter J. Cannell        Director                         December 20, 1996
----------------------------
Peter J. Cannell





                                       6

<PAGE>



                              INDEX TO EXHIBITS

EXHIBIT                                                                    PAGE
-------                                                                    ----

5       Opinion and Consent of Kevin J. Quinn................................8
23.1    Consent of Kevin J. Quinn (Included in Exhibit 5)....................8
23.2    Consent of Kafoury, Armstrong & Company..............................9
24      Power of Attorney (page 6 of this Registration Statement)............6
99      Prospectus..........................................................10










































                                       7
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{"company-data": {"conformed-name": "NEVADA ENERGY COMPANY INC", "cik": "0000712803", "assigned-sic": "4961", "irs-number": "840897771", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18621", "film-number": "96685112"}, "business-address": {"street1": "401 EAST FOURTH STREET", "city": "RENO", "state": "NV", "zip": "89512", "phone": "7027867979"}}
As filed with the Securities and Exchange Commission on December 23, 1996
                                          Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           NEVADA ENERGY COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                           84-0897771
        (State or other jurisdiction)    (I.R.S. Employer Identification No.)
      of Incorporation or organization)

                         1187 Coast Village Road #1-381
                             Santa Barbara, CA 93108
                    (Address of principal executive offices)

                          Consulting/Compensation Plan
                              (Full title of plan)

                                 Kevin J. Quinn
                        11400 W. Olympic Blvd. 2nd Floor
                              Los Angeles, Ca 90405
                     (Name of address of agent for service)

                                 (213) 680-9900
                     (telephone number, including area code,
                              of agent for service)

Page one of 13 pages contained in the sequential numbering system.
The Exhibit order may be found at page 7.
COPIES TO:

Kevin J. Quinn                            Stefan N. Tevis, President
11400 W. Olympic Blvd., 2nd Floor         Nevada Energy Company, Inc.
Los Angeles, Ca  90064                    1187 Coast Village Road #1-381
                                          Santa Barbara, CA 93101

                         CALCULATION OF REGISTRATION FEE
Proposed         Proposed
Title of                            Maximum          Maximum
Securities To     Amount To         Offering Price   Aggregate          Amount of
Be Registered     Be Registered(1)  Per Share(3)     Offering Price(3)  
Registration Fee
-------------     ----------------  ------------     -----------------  ----------
------
Class A           2,500,000         $0.25            $625,000           $189.39
Common Stock
(1)  Pursuant  to Rule  416,  the  number of shares  being  registered  shall be
adjusted  to  include  any  additional  shares of Common  Stock  that may become
issuable as a result of stock splits,  stock dividends,  or similar transactions
in accordance with anti-dilution  provisions of stock options, and anti-dilution
adjustments  to the amount of Common  Stock  shares  issuable  pursuant to stock
options exercised thereafter.

(2)  Represents   2,500,000   to   be    issued   pursuant   to   the   informal
consulting/compensation  plan  of  Registrant  and  includes  re-offers  of such
shares.

(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule 457 (c) and (h),  based upon the  average of the bid and asked
price of the Common Stock Shares on December 20, 1996.
================================================================================

                                       2
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.          Plan information
                 Omitted as permitted.

Item 2.          Registrant information and Employee Plan Annual Information.
                 Not Applicable

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference

   The following  documents  filed with the Securities  and Exchange  Commission
(the   "Commission")  by  Nevada  Energy  Company,   Inc.  (the  "Company")  are
incorporated herein by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
      ended  February 29, 1996 filed  pursuant to Section  13(a) or 15(d) of the
      Securities Exchange Act of 1934, as amended ("Exchange Act").

         (b) All other reports filed by the Company pursuant to Section 13(a) or
      15 (d) of the  Securities  Exchange  Act  since  the end of the  Company's
      fiscal year ended February 29, 1996.

   All reports or other documents  subsequently filed by the Company pursuant to
Section 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which  deregisters all securities then remaining unsold
shall be deemed to incorporated by reference herein and to be a part hereof from
the respective dates of filing of such reports or documents.

Item 4.          Description of Securities.
                 Not applicable.

Item 5.          Interest of Names Experts and Counsel.
                 Not applicable

Item 6.          Indemnification of Directors and Officers.
                 Not applicable.

Item 7.          Exemption from Registration Claimed.
                 Not applicable.

                                       3
Item 8.          Exhibits
         5             Opinion and Consent of Kevin J. Quinn

         23.1          Consent of Kevin J. Quinn
                       (Included in Exhibit 5)

         23.2          Consent of Kafoury, Armstrong & Company

         24            Power of Attorney (page 6 of this Registration Statement)

Item 9.          Undertakings

         (a)     The undersigned registrant hereby undertakes:

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

                    (i)  to include any prospectus required by  Section 10(a)(3)
                 of the  Securities  Act of  1933,  as amended  (the "Securities
                 Act")

                    (ii) to  reflect  in the  prospectus  any  facts  or  events
                 arising after the effective date of this 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; and

                    (iii) to include any  material  information  with respect to
                 the  plan  of  distribution  not  previously  disclosed  in the
                 registration   statement  or  any   material   change  to  such
                 information in the registration statement;

provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  which are  contained  in periodic  reports  filed by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this 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.

                                       4
(b) The  undersigned  registrant  hereby  undertakes  that,  for  purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  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 may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the provisions of Item 6 of this registration  statement,
or  otherwise,  the  registrant  has been  advised  that in the  opinion  of the
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                       5
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 Santa Barbara, California, on December 20, 1996.

                           NEVADA ENERGY COMPANY, INC.

                             By: \s\ Stefan N. Tevis
                                --------------------
                               Stefan N. Tevis
                            Chairman of the Board and
                             Chief Executive Officer

   We the undersigned, directors and officers of Nevada Energy Company, Inc., do
hereby constitute and appoint Stefan N. Tevis and Kenton H. Bowers, or either of
them, acting individually, as our true and lawful attorneys and agents to do any
and all acts and things in our name and on behalf,  in our capacities  indicated
below which said attorneys and agents, or any one of them, may deem necessary or
advisable to enable said  corporation to comply with the Securities and Exchange
Commission,  in  connection  with  this  Registration  statement,  or  amendment
thereto, including specifically,  but without limitation, power and authority to
sign for us or any of us in our names and in our capacities indicated below, any
and all amendments (including post-effective amendments) hereof and we do hereby
ratify and confirm all that the said attorneys and agents, or any of them, shall
do or cause to be done by virtue hereof.

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

\s\   Stefan Tevis            Chief Executive Officer and      December 20, 1996
----------------------------  Director (Principal Executive
Stefan N. Tevis               Officer)                     
                              

\s\   Ken Bowers              Vice-President Finance           December 20, 1996
----------------------------  (Chief Financial Officer)
Kenton H. Bowers              

\s\   Charles A. Cain         Chairman of the Board,           December 20, 1996
----------------------------  Director
Charles A. Cain               

\s\   Peter J. Cannell        Director                         December 20, 1996
----------------------------
Peter J. Cannell

                                       6
INDEX TO EXHIBITS

EXHIBIT                                                                    PAGE
-------                                                                    ----

5       Opinion and Consent of Kevin J. Quinn................................8
23.1    Consent of Kevin J. Quinn (Included in Exhibit 5)....................8
23.2    Consent of Kafoury, Armstrong & Company..............................9
24      Power of Attorney (page 6 of this Registration Statement)............6
99      Prospectus..........................................................10

                                       7