<PAGE>



          As filed with the Securities and Exchange Commission on April 10, 1995

                                                Registration No. 33-_________
          _____________________________________________________________________



                            SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C.  20549

                                         FORM S-8

                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  HONDO OIL & GAS COMPANY
                  (Exact name of registrant as specified in its charter)

                         Delaware                 95-1998768
               (State or other jurisdiction     (I.R.S. Employer
                   of incorporation or          Identification No.)
                        organization)

                 410 East College Boulevard, Roswell, New Mexico     88201
               (Address of principal executive offices)           (Zip Code)

                        William W. Daily Non-Qualified Stock Option
                                 (Full title of the Plan)


                                    Charles B. McDaniel
                                  Hondo Oil & Gas Company
                                410 East College Boulevard
                                Roswell, New Mexico  88201
                          (Name and address of agent for service)

                                      (505) 625-8700
               (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,
          $1.00 par value  25,000 (1)   $7.50         $187,500      $100.00

          (1) This Registration Statement covers, in addition to the number of
          shares of Common Stock stated above, options or rights to purchase or
          acquire the shares of Common Stock that may be granted under the Plan,
          and, pursuant to Rule 416, an additional indeterminate number of
          shares which by reason of certain events specified in the Plan may
          become subject to the Plan.




                                             1







                                          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 Registrant are incorporated
          by reference herein:

              (a)     Annual Report on Form 10-K for the fiscal year ended
                      September 30, 1994.

              (b)     Quarterly Report on Form 10-Q for the quarter ended
                      December 31, 1994 and Current Reports on Form 8-K dated
                      November 29, 1994 and March 3, 1995.

              (c)     The Company's Form 8A dated September 3, 1985, with
                      respect to the Company's Common Stock and any amendment or
                      report filed for the purpose of updating such description.

                 All documents filed by Registrant pursuant to sections 13(a),
          13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent
          to the date of the Registration Statement, 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 the
          Registration Statement and to be part hereof from the respective dates
          of filing.  Any statement contained herein or in a document, all or a
          portion of which is incorporated or deemed to be incorporated by
          reference herein, shall be deemed to be modified or superseded for
          purposes of this Registration Statement to the extent that a statement
          contained herein or in any other subsequently filed document which
          also is or is deemed to be incorporated by reference herein modifies
          or supersedes such statement.  Any such statement so modified or
          superseded shall not be deemed, except as so modified or amended, to
          constitute a part of this Registration Statement.





















                                             2







          ITEM 4      Description of Securities

                 The Common Stock of Registrant is registered under Section 12
          of the Securities Exchange Act of 1934, and, therefore, the
          description of securities is omitted.

          ITEM 5      Interests of Named Experts and Counsel

                      Certain matters with respect to the validity of the Common
          Stock offered hereby have been passed upon for Registrant by C.B.
          McDaniel.  Mr. McDaniel is an officer and a director of Registrant,
          and has been granted certain stock options under the Registrant's 1993
          Stock Incentive Plan.

          ITEM 6      Indemnification of Directors and Officers

              Section 145 of the General Corporation Law of Delaware empowers
          Registrant to indemnify, subject to the standards and exceptions set
          forth therein, any person in connection with any action, suit or
          proceeding brought or threatened by reason of the fact that the person
          is or was a director, officer, employee or agent of Registrant, or is
          or was serving as such with respect to another corporation at the
          request of Registrant.  Article XII of Registrant's Bylaws provides
          that Registrant shall (and may with respect to agents and employees of
          Registrant) indemnify and hold harmless to the fullest extent
          permitted by the laws of Delaware any and all persons who serve or who
          have served at any time as directors or officers of Registrant, or who
          at the request of Registrant serve or at any time have served as
          directors, officers, employees or agents of another corporation or of
          a partnership, joint venture, trust or other enterprise, including
          service with respect to employee benefit plans, and their respective
          heirs, executors and administrators against all costs, expenses,
          liabilities and losses (including attorney's fees, judgments, fines,
          ERISA excise taxes or penalties and amounts paid in settlement)
          reasonably incurred or suffered by such persons in connection
          therewith whether the basis of such proceeding is alleged action or
          inaction in an official capacity or in any other capacity seeking
          indemnification in connection with a proceeding (or part thereof)
          initiated by such person only if such proceeding (or part thereof) was
          authorized by the Board of Directors of Registrant.  The Registrant
          has purchased an insurance policy or policies insuring directors and
          officers of the Registrant and its subsidiaries against certain of the
          liabilities described in this Item.

              Article Fifteenth of Registrant's Certificate of Incorporation
          limits the liability of Registrant's directors to the full extent
          permitted under Delaware law.  Directors are not liable for monetary
          damages for breach of fiduciary duty as a director except (i) for any
          breach of the director's duty of loyalty to the Registrant or its
          stockholders, (ii) for acts or omissions not in good faith or which
          involve intentional misconduct or a knowing violation of law, (iii)
          for unlawful payment of a dividend or unlawful stock purchase or
          redemption, or (iv) for any transaction from which the director
          derived an improper personal benefit.




                                             3







              Lonrho Plc, an indirect beneficial owner of the Registrant, has
          indemnified the directors of the Registrant against certain
          environmental liabilities that are excluded from the liability
          insurance policy or policies insuring the Registrant's directors and
          officers.

          ITEM 7      Exemption from Registration Claimed

                      Not applicable.

          ITEM 8      Exhibits

                      Exhibits required by Item 601 of Regulation S-K are
                      incorporated by reference.  Refer to Exhibit Index on
                      page 7.

                      4    Settlement Agreement and Release dated March 1, 1995,
                           between William W. Daily and Registrant.

                      5    Opinion of C.B. McDaniel as to the legality of the
                           shares of Common Stock being registered, including
                           consent.

                      23.1 Consent of Ernst & Young LLP.

                      23.2 Consent of Charles B. McDaniel included in his
                           opinion filed as Exhibit 5.

          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:

                      (a)  To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933, unless the information
                 otherwise required to be included in a post-effective amendment
                 is contained in a periodic report filed by the Company pursuant
                 to Section 13 or Section 15(d) of the Securities Exchange Act
                 of 1934 and incorporated herein by reference;

                      (b)  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;

                      (c)  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, unless the
                 information otherwise required to be included in a post-
                 effective amendment is contained in a periodic report filed by
                 the Company pursuant to Section 13 or Section 15(d) of the 


                                             4






                 Securities Exchange Act of 1934 and incorporated herein by
                 reference;

              (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
          section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to section 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 the foregoing
          provisions, 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.
















                                             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 Roswell, State
          of New Mexico, on April 10, 1995.

                                        HONDO OIL & GAS COMPANY

                                        By:/s/ John J. Hoey                    
                                        _______________________
                                        John J. Hoey
                                        President and Chief Executive Officer

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

                  Signatures                Title                     Date    
          ________________________  ______________________      _______________

          /s/ Robert O. Anderson    Chairman of the Board,      April 10, 1995
          Robert O. Anderson        Director

          /s/ Dieter Bock           Director                    April 10, 1995
          Dieter Bock

          /s/ John J. Hoey          President, Chief            April 10, 1995
          John J. Hoey              Executive Officer, Director

          /s/ C.B. McDaniel         Secretary, Director         April 10, 1995
          C.B. McDaniel

          /s/ Douglas G. McNair     Director                    April 10, 1995
          Douglas G. McNair

          /s/ John F. Price         Director                    April 10, 1995
          John F. Price

                                    Director
          R.W. Rowland

          /s/ Robert K. Steer       Director                    April 10, 1995
          Robert K. Steer

          /s/ Stanton J. Urquhart   Vice President              April 10, 1995
          Stanton J. Urquhart       (Principal Financial and
                                    Principal Accounting Officer)

          /s/ R.E. Whitten          Director                    April 10, 1995
          R.E. Whitten






                                             6






                                       EXHIBIT INDEX
                                  HONDO OIL & GAS COMPANY
                            REGISTRATION STATEMENT ON FORM S-8 

          EXHIBIT                      SUBJECT
          -------                      --------
           
            4                 Settlement Agreement and Release 
                              dated March 1, 1995, between
                              William W. Daily and Registrant.

            5                 Opinion of C.B. McDaniel as to
                              the legality of the shares of 
                              Common Stock being registered, 
                              including consent.


           23.1               Consent of Ernst & Young LLP.


           23.2               Consent of Charles B. McDaniel 
                              included in his opinion filed
                              as Exhibits 5.
           



































                                             7
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{"company-data": {"conformed-name": "HONDO OIL & GAS CO", "cik": "0000076696", "assigned-sic": "2911", "irs-number": "951998768", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58517", "film-number": "95527969"}, "business-address": {"street1": "410 E COLLEGE BLVD", "city": "ROSWELL", "state": "NM", "zip": "88201", "phone": "5056256859"}, "mail-address": {"street1": "P O BOX 2208", "city": "ROSWELL", "state": "NM", "zip": "88202"}, "former-company": {"former-conformed-name": "PAULEY PETROLEUM INC", "date-changed": "19900122"}}
As filed with the Securities and Exchange Commission on April 10, 1995

                                                Registration No. 33-_________
          _____________________________________________________________________

                            SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C.  20549

                                         FORM S-8

                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  HONDO OIL & GAS COMPANY
                  (Exact name of registrant as specified in its charter)

                         Delaware                 95-1998768
               (State or other jurisdiction     (I.R.S. Employer
                   of incorporation or          Identification No.)
                        organization)

                 410 East College Boulevard, Roswell, New Mexico     88201
               (Address of principal executive offices)           (Zip Code)

                        William W. Daily Non-Qualified Stock Option
                                 (Full title of the Plan)

                                    Charles B. McDaniel
                                  Hondo Oil & Gas Company
                                410 East College Boulevard
                                Roswell, New Mexico  88201
                          (Name and address of agent for service)

                                      (505) 625-8700
               (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,
          $1.00 par value  25,000 (1)   $7.50         $187,500      $100.00

          (1) This Registration Statement covers, in addition to the number of
          shares of Common Stock stated above, options or rights to purchase or
          acquire the shares of Common Stock that may be granted under the Plan,
          and, pursuant to Rule 416, an additional indeterminate number of
          shares which by reason of certain events specified in the Plan may
          become subject to the Plan.

                                             1

                                          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 Registrant are incorporated
          by reference herein:

              (a)     Annual Report on Form 10-K for the fiscal year ended
                      September 30, 1994.

              (b)     Quarterly Report on Form 10-Q for the quarter ended
                      December 31, 1994 and Current Reports on Form 8-K dated
                      November 29, 1994 and March 3, 1995.

              (c)     The Company's Form 8A dated September 3, 1985, with
                      respect to the Company's Common Stock and any amendment or
                      report filed for the purpose of updating such description.

                 All documents filed by Registrant pursuant to sections 13(a),
          13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent
          to the date of the Registration Statement, 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 the
          Registration Statement and to be part hereof from the respective dates
          of filing.  Any statement contained herein or in a document, all or a
          portion of which is incorporated or deemed to be incorporated by
          reference herein, shall be deemed to be modified or superseded for
          purposes of this Registration Statement to the extent that a statement
          contained herein or in any other subsequently filed document which
          also is or is deemed to be incorporated by reference herein modifies
          or supersedes such statement.  Any such statement so modified or
          superseded shall not be deemed, except as so modified or amended, to
          constitute a part of this Registration Statement.

                                             2

          ITEM 4      Description of Securities

                 The Common Stock of Registrant is registered under Section 12
          of the Securities Exchange Act of 1934, and, therefore, the
          description of securities is omitted.

          ITEM 5      Interests of Named Experts and Counsel

                      Certain matters with respect to the validity of the Common
          Stock offered hereby have been passed upon for Registrant by C.B.
          McDaniel.  Mr. McDaniel is an officer and a director of Registrant,
          and has been granted certain stock options under the Registrant's 1993
          Stock Incentive Plan.

          ITEM 6      Indemnification of Directors and Officers

              Section 145 of the General Corporation Law of Delaware empowers
          Registrant to indemnify, subject to the standards and exceptions set
          forth therein, any person in connection with any action, suit or
          proceeding brought or threatened by reason of the fact that the person
          is or was a director, officer, employee or agent of Registrant, or is
          or was serving as such with respect to another corporation at the
          request of Registrant.  Article XII of Registrant's Bylaws provides
          that Registrant shall (and may with respect to agents and employees of
          Registrant) indemnify and hold harmless to the fullest extent
          permitted by the laws of Delaware any and all persons who serve or who
          have served at any time as directors or officers of Registrant, or who
          at the request of Registrant serve or at any time have served as
          directors, officers, employees or agents of another corporation or of
          a partnership, joint venture, trust or other enterprise, including
          service with respect to employee benefit plans, and their respective
          heirs, executors and administrators against all costs, expenses,
          liabilities and losses (including attorney's fees, judgments, fines,
          ERISA excise taxes or penalties and amounts paid in settlement)
          reasonably incurred or suffered by such persons in connection
          therewith whether the basis of such proceeding is alleged action or
          inaction in an official capacity or in any other capacity seeking
          indemnification in connection with a proceeding (or part thereof)
          initiated by such person only if such proceeding (or part thereof) was
          authorized by the Board of Directors of Registrant.  The Registrant
          has purchased an insurance policy or policies insuring directors and
          officers of the Registrant and its subsidiaries against certain of the
          liabilities described in this Item.

              Article Fifteenth of Registrant's Certificate of Incorporation
          limits the liability of Registrant's directors to the full extent
          permitted under Delaware law.  Directors are not liable for monetary
          damages for breach of fiduciary duty as a director except (i) for any
          breach of the director's duty of loyalty to the Registrant or its
          stockholders, (ii) for acts or omissions not in good faith or which
          involve intentional misconduct or a knowing violation of law, (iii)
          for unlawful payment of a dividend or unlawful stock purchase or
          redemption, or (iv) for any transaction from which the director
          derived an improper personal benefit.

                                             3

              Lonrho Plc, an indirect beneficial owner of the Registrant, has
          indemnified the directors of the Registrant against certain
          environmental liabilities that are excluded from the liability
          insurance policy or policies insuring the Registrant's directors and
          officers.

          ITEM 7      Exemption from Registration Claimed

                      Not applicable.

          ITEM 8      Exhibits

                      Exhibits required by Item 601 of Regulation S-K are
                      incorporated by reference.  Refer to Exhibit Index on
                      page 7.

                      4    Settlement Agreement and Release dated March 1, 1995,
                           between William W. Daily and Registrant.

                      5    Opinion of C.B. McDaniel as to the legality of the
                           shares of Common Stock being registered, including
                           consent.

                      23.1 Consent of Ernst & Young LLP.

                      23.2 Consent of Charles B. McDaniel included in his
                           opinion filed as Exhibit 5.

          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:

                      (a)  To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933, unless the information
                 otherwise required to be included in a post-effective amendment
                 is contained in a periodic report filed by the Company pursuant
                 to Section 13 or Section 15(d) of the Securities Exchange Act
                 of 1934 and incorporated herein by reference;

                      (b)  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;

                      (c)  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, unless the
                 information otherwise required to be included in a post-
                 effective amendment is contained in a periodic report filed by
                 the Company pursuant to Section 13 or Section 15(d) of the 

                                             4

                 Securities Exchange Act of 1934 and incorporated herein by
                 reference;

              (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
          section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to section 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 the foregoing
          provisions, 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.

                                             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 Roswell, State
          of New Mexico, on April 10, 1995.

                                        HONDO OIL & GAS COMPANY

                                        By:/s/ John J. Hoey                    
                                        _______________________
                                        John J. Hoey
                                        President and Chief Executive Officer

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

                  Signatures                Title                     Date    
          ________________________  ______________________      _______________

          /s/ Robert O. Anderson    Chairman of the Board,      April 10, 1995
          Robert O. Anderson        Director

          /s/ Dieter Bock           Director                    April 10, 1995
          Dieter Bock

          /s/ John J. Hoey          President, Chief            April 10, 1995
          John J. Hoey              Executive Officer, Director

          /s/ C.B. McDaniel         Secretary, Director         April 10, 1995
          C.B. McDaniel

          /s/ Douglas G. McNair     Director                    April 10, 1995
          Douglas G. McNair

          /s/ John F. Price         Director                    April 10, 1995
          John F. Price

                                    Director
          R.W. Rowland

          /s/ Robert K. Steer       Director                    April 10, 1995
          Robert K. Steer

          /s/ Stanton J. Urquhart   Vice President              April 10, 1995
          Stanton J. Urquhart       (Principal Financial and
                                    Principal Accounting Officer)

          /s/ R.E. Whitten          Director                    April 10, 1995
          R.E. Whitten

                                             6

                                       EXHIBIT INDEX
                                  HONDO OIL & GAS COMPANY
                            REGISTRATION STATEMENT ON FORM S-8 

          EXHIBIT                      SUBJECT
          -------                      --------
           
            4                 Settlement Agreement and Release 
                              dated March 1, 1995, between
                              William W. Daily and Registrant.

            5                 Opinion of C.B. McDaniel as to
                              the legality of the shares of 
                              Common Stock being registered, 
                              including consent.

           23.1               Consent of Ernst & Young LLP.

           23.2               Consent of Charles B. McDaniel 
                              included in his opinion filed
                              as Exhibits 5.
           

                                             7