SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         MAGELLAN PETROLEUM CORPORATION
               (Exact name of issuer as specified in its charter)

            Delaware                                             06-0842255
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                 149 Durham Road
                           Madison, Connecticut 06443
                            Telephone (203) 245-7664
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

              MAGELLAN PETROLEUM CORPORATION 1998 STOCK OPTION PLAN
                            (Full title of the plan)

                             Timothy L. Largay, Esq.
                     MURTHA, CULLINA, RICHTER AND PINNEY LLP
                              CityPlace, 29th Floor
                           Hartford, Connecticut 06103
                            Telephone (860) 240-6000
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                     Proposed         Proposed
Title of                              Maximum          Maximum        Amount of
Securities to       Amount to     Offering Price      Aggregate     Registration
Be Registered     Be Registered     Per Share*     Offering Price        Fee
================================================================================
Shares of Common
Stock, par value
$1.00 per share     1,000,000         $1 7/16        $1,437,500        $399.63
================================================================================
(*) Estimated solely for the purpose of calculating the registration  fee. Based
on prices an aggregate  of  1,000,000  at $1 7/16 per share,  the average of the
high and low prices (as reported in The Wall Street Journal, Eastern Ed.) of the
common stock on the Pacific Exchange, Inc. on January 13, 1999.



<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The information  required by Part I of Form S-8 is included in
documents sent or given to individuals  selected to participate in the Company's
1998 Stock Option Plan (the "Plan") pursuant to Rule 428(b)(l) of the Securities
Act of 1933, as amended (the "Securities  Act"). Such documents are not required
to be and are not  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.

                                     PART II

                 INFORMATION REQUIRED IN 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:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
             June 30, 1998;

         (2) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
             September 30, 1998.

         (3) The Company's Current Report on Form 8-K dated September 11, 1998.

                  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 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  herein by  reference  and to be part hereof
from the date of filing of such documents.

Item 4.           Description of Securities

Description of Common Stock

                  The following is a brief description  of the Common Stock (par
value  $.01 per share)  of  the  Company,   all  rights  of  stockholders  being
determined by the laws of Delaware.



<PAGE>


Voting Rights

                  All voting  rights are vested in the holders of Common  Stock,
each  share  voting  equally  with  every  other  share.  An  Amendment  to  the
Certificate of  Incorporation of the Company by the addition of Article Twelfth,
adopted by the stockholders of the Company on December 3, 1968, provides that in
matters to be voted on at  meetings of  stockholders,  the vote of a majority of
those  present in person or by proxy will be  required in addition to a majority
of the shares represented. Article Twelfth provides that when shares are held by
members or  stockholders of another  company,  association or similar entity and
such  persons  act in  concert,  or when  shares  are  held by or for a group of
stockholders  whose members act in concert by virtue of any contract,  agreement
or  understanding,  such persons shall be deemed to be one  stockholder  for the
purposes of Article  Twelfth.  The Company will determine  whether  stockholders
were acting in concert, depending on the circumstances and the evidence, if any,
that  stockholders were in fact so acting and should therefore be treated as one
stockholder.

Liquidation and Dividend Rights

                  Subject to the rights of  creditors,  all rights to the assets
of the Company  available for distribution  upon liquidation or upon the payment
of any  dividend  are vested in the  holders  of Common  Stock and each share is
entitled  to  participate  equally  with  every  other  share.  The  Company  is
restricted  from paying any dividend or making any other payment to shareholders
(except by way of return of capital) on the Common  Stock until its  accumulated
deficit ($19,523,338 at September 30, 1998) is eliminated.

Pre-emptive Rights, Conversion Rights, Redemption Provisions, Assessments

                  The holders of Common Stock have no pre-emptive rights.  There
are no  conversion  rights  attached  to  the  Common  Stock  and  there  are no
provisions for sinking funds or redemption of shares. The holders of outstanding
shares of Common Stock are not liable to any further calls or assessments by the
Company.

Item 5.           Interest of Named Experts and Counsel

                  Not applicable.

Item 6.           Indemnification of Directors and Officers

                  The Certificate of Incorporation  of the Company,  as amended,
contains the following provisions respecting indemnification.


<PAGE>

                  FIFTEENTH:  A  director  of  this  Corporation  shall  not  be
                  personally   liable   to  the   Corporation   or  any  of  its
                  stockholders for monetary damages for breach of fiduciary duty
                  as a director,  except for liability (i) for any breach of the
                  director's   duty  of  loyalty  to  the   Corporation  or  its
                  stockholders,  (ii) for acts or omissions not in good faith or
                  which involve intentional misconduct or a knowing violation of
                  law,   (iii)  under  Section  174  of  the  Delaware   General
                  Corporation  Law, or (iv) for any  transaction  from which the
                  director derived an improper personal benefit. If the Delaware
                  General  Corporation  Law  hereafter  is  amended,  changed or
                  modified  in  any  way  to  further  eliminate  or  limit  the
                  liability of directors to the Corporation or its  stockholders
                  or  third  parties,  then  directors  of the  Corporation,  in
                  addition  to the  circumstances  in  which  directors  are not
                  personally  liable  as set  forth in the  preceding  sentence,
                  shall also not be personally  liable to the Corporation or its
                  stockholders  or third  parties for  monetary  damages to such
                  further  extent   permitted  by  such  amendment,   change  or
                  modification.

                  Any repeal or  modification  of the foregoing  paragraph shall
                  not  adversely  affect  the  rights  of  any  director  of the
                  Corporation  relating  to claims  arising in  connection  with
                  events  which took place  prior to the date of such  repeal or
                  modification.

                  SIXTEENTH:   The  Corporation  shall  enter  into  appropriate
                  agreements  with its  directors  and  officers  (and with such
                  other  employees  and agents as the Board of  Directors  deems
                  appropriate  in its sole  and  exclusive  discretion)  to both
                  indemnify  them and  advance to them the funds for  litigation
                  expenses to the fullest  extent  permitted  by the laws of the
                  State  of  Delaware,  as  the  same  presently  exist  or  may
                  hereafter be amended, changed or modified.

                  Any repeal or  modification  of the foregoing  paragraph shall
                  not adversely affect the rights of any director or officer (or
                  any such employees or agents) of the  Corporation  relating to
                  claims  arising in  connection  with  events  which took place
                  prior to the date of such repeal or modification.

                  Article III, Section 9 of the Company's By-Laws which provides
for indemnification  agreements with its directors and officers is substantially
identical to Article  SIXTEENTH of the Certificate of Incorporation and provides
as follows:

                  SECTION  9.  The  Corporation  shall  enter  into  appropriate
                  agreements  with its  directors  and  officers  (and with such
                  other  employees  and agents as the Board of  Directors  deems
                  appropriate  in its sole  and  exclusive  discretion)  both to
                  indemnify   such   directors  and  officers  (and  such  other
                  employees and agents, if any) and to advance to such directors
                  and officers (and such other employees and agents, if any) the
                  funds for litigation  expenses to the fullest extent permitted
                  by the laws of the State of  Delaware,  as the same  presently
                  exist or may hereafter be amended, changed or modified.

                  Any repeal or  modification  of the foregoing  paragraph shall
                  not adversely affect the rights of any director or officer (or
                  any such  employee  or agent) of the  corporation  relating to
                  claims  arising in  connection  with  events  which took place
                  prior to the date of such repeal or modification.


<PAGE>

                  Section 145 of the Delaware  General  Corporation Law provides
for the  indemnification  of  directors  and  officers.  Generally  Section  145
provides  for  indemnification  to cover the claims and  lawsuits of two general
categories.  The first category,  third-party claims,  includes lawsuits brought
against the Company and its  directors or officers by third parties who claim to
have been injured by some unlawful action.  Section 145 provides that a director
or officer subject to this class of claim is entitled to indemnification for any
amount  paid for the  judgment  or  settlement  and any  expenses  incurred in a
reasonable  defense thereof,  provided that the director or officer (i) acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best  interests  of the  Company,  and (ii) with  respect to any criminal
action or  proceeding,  had no reasonable  cause to believe that his conduct was
unlawful.

                  The second  category of claims for which a director or officer
could seek indemnification are claims by or in the right of the Company, whether
such claims are made by the Company directly or by a stockholder in a derivative
action.  Examples in this category  include  breach by a director of his duty of
loyalty to the Company. As to this category of claims and lawsuits,  Section 145
provides specifically that the director or officer may obtain indemnification of
expenses actually and reasonably  incurred by him in connection with the defense
or  settlement  of such action or suit if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
Company   and  if  a   court   of   appropriate   jurisdiction   approves   such
indemnification.  However,  directors  and  officers  are  not  entitled  to  be
indemnified  under the statute to recover  amounts paid in damages or settlement
of such suits.

                  Section 145, by its terms,  is not  exclusive.  Section 145(f)
provides in pertinent  part:  "The  indemnification  and advancement of expenses
provided by, or granted pursuant to, the other subsections of this section shall
not  be  deemed   exclusive  of  any  other   rights  to  which  those   seeking
indemnification  or  advancement  of expenses may be entitled  under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise."

                  In accordance  with Article  SIXTEENTH of its  Certificate  of
Incorporation, the Company has entered into indemnification agreements with each
of its directors and officers.

                  In 1985,  the  Company  purchased  $100,000 of  directors  and
officers liability insurance coverage from an unaffiliated  Bermuda company at a
cost of  $100,000  plus an annual  $7,500  service  fee during the period of the
policy.  The policy  amount was  increased  to $200,000 in 1998.  The Company is
credited with  investment  income from the policy premium during the term of the
policy and all or a portion of such  premium  will be refunded at the end of the
policy term to the extent that no claims are made.

                  The Company presently  has a  $10,000,000  policy of Directors
and Officers liability insurance with a $200,000 deductible provision.

                  Insofar as indemnification  for liabilities  arising under the
Securities  Act of 1933 may be  permitted  to  directors,  officers  and persons
controlling the Company pursuant to the foregoing provisions, the registrant has
been informed that in the opinion of the  Securities  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore unenforceable.


<PAGE>

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

         4.       Instruments defining the rights of security holders.

                  A.   The Corporation's 1998 Stock Option Plan is filed herein.

                  B.   Articles of Incorporation are filed herein.

                  C.   By-Laws are filed herein.

         5.       Opinion regarding legality.

                  A.   Opinion of counsel,  Murtha, Cullina, Richter  and Pinney
                       LLP is filed herein.

         23.      Consents of experts and counsel.

                  A.   Consent  of  Murtha, Cullina, Richter and Pinney  LLP  is
                       contained in their opinion regarding legality.

                  B.   Consent of Ernst & Young LLP is filed herein.

         24.      Powers of attorney  for Dennis D.  Benbow,  Benjamin W. Heath,
                  Timothy L. Largay,  Walter McCann and Ronald P. Pettirossi are
                  filed herein.

Item 9.           Undertakings

         (a)      Undertakings Relating to Rule 415 Offerings.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                  (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) do
not apply if the  registration  statement  is on Form S-3 or Form  S-8,  and 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 which remain unsold at the termination of
the offering.


<PAGE>

         (b)      Undertaking Relating to the Incorporation of Certain Documents
                  by Reference

                  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 (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.

         (h)      Filing of registration statement on Form S-8

                  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.


<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 Town of Madison,  State of  Connecticut on January 14,
1999.

                                                  MAGELLAN PETROLEUM CORPORATION
                                                           (Registrant)


                                                  By /s/ James R. Joyce
                                                         James R. Joyce
                                                         President

                  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.

                  Name            Title                         Date
                  ----            -----                         ----

Principal executive officer:

/s/ James R. Joyce                President and                 January 14, 1999
    James R. Joyce                Director

Principal financial officer
and controller or principal
accounting officer:

/s/ James R. Joyce                Chief Financial Officer       January 14, 1999
    James R. Joyce

All other members of
the Board of Directors:

/s/ James R. Joyce                Director                      January 14, 1999
    James R. Joyce
    Attorney-in-Fact for:

       Dennis D. Benbow           Director
       Benjamin W. Heath          Director
       Timothy L. Largay          Director
       Walter McCann              Director
       Ronald P. Pettirossi       Director



<PAGE>



                                INDEX TO EXHIBITS


Exhibit No.

       4.         A.       1998 Stock Option Plan

                  B.       Articles of Incorporation

                  C.       By-Laws

       5.         Opinion and Consent of Counsel,
                  Murtha, Cullina, Richter and Pinney LLP

      23.         A.       Consent of Murtha, Cullina, Richter and Pinney LLP is
                           contained in their opinion regarding legality

                  B.       Consent of Ernst & Young LLP

      24.         Powers of Attorney for Dennis D. Benbow, Benjamin W. Heath,
                  Timothy L. Largay, Walter McCann and Ronald P. Pettirossi
[{"type": "S-8", "sequence": "1", "description": "MPC 1998 STOCK OPTION PLAN", "secsgml_size_bytes": 23354}]
{"company-data": {"conformed-name": "MAGELLAN PETROLEUM CORP /DE/", "cik": "0000061398", "assigned-sic": "1311", "irs-number": "060842255", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70567", "film-number": "99506248"}, "business-address": {"street1": "149 DURHAM RD", "street2": "OAKPARK UNIT 31", "city": "MADISON", "state": "CT", "zip": "06443", "phone": "2032457664"}, "mail-address": {"street1": "149 DURHAM RD", "street2": "OAKPARK UNIT 31", "city": "MADISON", "state": "CT", "zip": "06443"}, "former-company": {"former-conformed-name": "MAGELLAN PETROLEUM CORP PANAMA", "date-changed": "19671130"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         MAGELLAN PETROLEUM CORPORATION
               (Exact name of issuer as specified in its charter)

            Delaware                                             06-0842255
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                 149 Durham Road
                           Madison, Connecticut 06443
                            Telephone (203) 245-7664
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

              MAGELLAN PETROLEUM CORPORATION 1998 STOCK OPTION PLAN
                            (Full title of the plan)

                             Timothy L. Largay, Esq.
                     MURTHA, CULLINA, RICHTER AND PINNEY LLP
                              CityPlace, 29th Floor
                           Hartford, Connecticut 06103
                            Telephone (860) 240-6000
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                     Proposed         Proposed
Title of                              Maximum          Maximum        Amount of
Securities to       Amount to     Offering Price      Aggregate     Registration
Be Registered     Be Registered     Per Share*     Offering Price        Fee
================================================================================
Shares of Common
Stock, par value
$1.00 per share     1,000,000         $1 7/16        $1,437,500        $399.63
================================================================================
(*) Estimated solely for the purpose of calculating the registration  fee. Based
on prices an aggregate  of  1,000,000  at $1 7/16 per share,  the average of the
high and low prices (as reported in The Wall Street Journal, Eastern Ed.) of the
common stock on the Pacific Exchange, Inc. on January 13, 1999.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The information  required by Part I of Form S-8 is included in
documents sent or given to individuals  selected to participate in the Company's
1998 Stock Option Plan (the "Plan") pursuant to Rule 428(b)(l) of the Securities
Act of 1933, as amended (the "Securities  Act"). Such documents are not required
to be and are not  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.

                                     PART II

                 INFORMATION REQUIRED IN 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:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
             June 30, 1998;

         (2) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
             September 30, 1998.

         (3) The Company's Current Report on Form 8-K dated September 11, 1998.

                  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 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  herein by  reference  and to be part hereof
from the date of filing of such documents.

Item 4.           Description of Securities

Description of Common Stock

                  The following is a brief description  of the Common Stock (par
value  $.01 per share)  of  the  Company,   all  rights  of  stockholders  being
determined by the laws of Delaware.
Voting Rights

                  All voting  rights are vested in the holders of Common  Stock,
each  share  voting  equally  with  every  other  share.  An  Amendment  to  the
Certificate of  Incorporation of the Company by the addition of Article Twelfth,
adopted by the stockholders of the Company on December 3, 1968, provides that in
matters to be voted on at  meetings of  stockholders,  the vote of a majority of
those  present in person or by proxy will be  required in addition to a majority
of the shares represented. Article Twelfth provides that when shares are held by
members or  stockholders of another  company,  association or similar entity and
such  persons  act in  concert,  or when  shares  are  held by or for a group of
stockholders  whose members act in concert by virtue of any contract,  agreement
or  understanding,  such persons shall be deemed to be one  stockholder  for the
purposes of Article  Twelfth.  The Company will determine  whether  stockholders
were acting in concert, depending on the circumstances and the evidence, if any,
that  stockholders were in fact so acting and should therefore be treated as one
stockholder.

Liquidation and Dividend Rights

                  Subject to the rights of  creditors,  all rights to the assets
of the Company  available for distribution  upon liquidation or upon the payment
of any  dividend  are vested in the  holders  of Common  Stock and each share is
entitled  to  participate  equally  with  every  other  share.  The  Company  is
restricted  from paying any dividend or making any other payment to shareholders
(except by way of return of capital) on the Common  Stock until its  accumulated
deficit ($19,523,338 at September 30, 1998) is eliminated.

Pre-emptive Rights, Conversion Rights, Redemption Provisions, Assessments

                  The holders of Common Stock have no pre-emptive rights.  There
are no  conversion  rights  attached  to  the  Common  Stock  and  there  are no
provisions for sinking funds or redemption of shares. The holders of outstanding
shares of Common Stock are not liable to any further calls or assessments by the
Company.

Item 5.           Interest of Named Experts and Counsel

                  Not applicable.

Item 6.           Indemnification of Directors and Officers

                  The Certificate of Incorporation  of the Company,  as amended,
contains the following provisions respecting indemnification.
FIFTEENTH:  A  director  of  this  Corporation  shall  not  be
                  personally   liable   to  the   Corporation   or  any  of  its
                  stockholders for monetary damages for breach of fiduciary duty
                  as a director,  except for liability (i) for any breach of the
                  director's   duty  of  loyalty  to  the   Corporation  or  its
                  stockholders,  (ii) for acts or omissions not in good faith or
                  which involve intentional misconduct or a knowing violation of
                  law,   (iii)  under  Section  174  of  the  Delaware   General
                  Corporation  Law, or (iv) for any  transaction  from which the
                  director derived an improper personal benefit. If the Delaware
                  General  Corporation  Law  hereafter  is  amended,  changed or
                  modified  in  any  way  to  further  eliminate  or  limit  the
                  liability of directors to the Corporation or its  stockholders
                  or  third  parties,  then  directors  of the  Corporation,  in
                  addition  to the  circumstances  in  which  directors  are not
                  personally  liable  as set  forth in the  preceding  sentence,
                  shall also not be personally  liable to the Corporation or its
                  stockholders  or third  parties for  monetary  damages to such
                  further  extent   permitted  by  such  amendment,   change  or
                  modification.

                  Any repeal or  modification  of the foregoing  paragraph shall
                  not  adversely  affect  the  rights  of  any  director  of the
                  Corporation  relating  to claims  arising in  connection  with
                  events  which took place  prior to the date of such  repeal or
                  modification.

                  SIXTEENTH:   The  Corporation  shall  enter  into  appropriate
                  agreements  with its  directors  and  officers  (and with such
                  other  employees  and agents as the Board of  Directors  deems
                  appropriate  in its sole  and  exclusive  discretion)  to both
                  indemnify  them and  advance to them the funds for  litigation
                  expenses to the fullest  extent  permitted  by the laws of the
                  State  of  Delaware,  as  the  same  presently  exist  or  may
                  hereafter be amended, changed or modified.

                  Any repeal or  modification  of the foregoing  paragraph shall
                  not adversely affect the rights of any director or officer (or
                  any such employees or agents) of the  Corporation  relating to
                  claims  arising in  connection  with  events  which took place
                  prior to the date of such repeal or modification.

                  Article III, Section 9 of the Company's By-Laws which provides
for indemnification  agreements with its directors and officers is substantially
identical to Article  SIXTEENTH of the Certificate of Incorporation and provides
as follows:

                  SECTION  9.  The  Corporation  shall  enter  into  appropriate
                  agreements  with its  directors  and  officers  (and with such
                  other  employees  and agents as the Board of  Directors  deems
                  appropriate  in its sole  and  exclusive  discretion)  both to
                  indemnify   such   directors  and  officers  (and  such  other
                  employees and agents, if any) and to advance to such directors
                  and officers (and such other employees and agents, if any) the
                  funds for litigation  expenses to the fullest extent permitted
                  by the laws of the State of  Delaware,  as the same  presently
                  exist or may hereafter be amended, changed or modified.

                  Any repeal or  modification  of the foregoing  paragraph shall
                  not adversely affect the rights of any director or officer (or
                  any such  employee  or agent) of the  corporation  relating to
                  claims  arising in  connection  with  events  which took place
                  prior to the date of such repeal or modification.
Section 145 of the Delaware  General  Corporation Law provides
for the  indemnification  of  directors  and  officers.  Generally  Section  145
provides  for  indemnification  to cover the claims and  lawsuits of two general
categories.  The first category,  third-party claims,  includes lawsuits brought
against the Company and its  directors or officers by third parties who claim to
have been injured by some unlawful action.  Section 145 provides that a director
or officer subject to this class of claim is entitled to indemnification for any
amount  paid for the  judgment  or  settlement  and any  expenses  incurred in a
reasonable  defense thereof,  provided that the director or officer (i) acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best  interests  of the  Company,  and (ii) with  respect to any criminal
action or  proceeding,  had no reasonable  cause to believe that his conduct was
unlawful.

                  The second  category of claims for which a director or officer
could seek indemnification are claims by or in the right of the Company, whether
such claims are made by the Company directly or by a stockholder in a derivative
action.  Examples in this category  include  breach by a director of his duty of
loyalty to the Company. As to this category of claims and lawsuits,  Section 145
provides specifically that the director or officer may obtain indemnification of
expenses actually and reasonably  incurred by him in connection with the defense
or  settlement  of such action or suit if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
Company   and  if  a   court   of   appropriate   jurisdiction   approves   such
indemnification.  However,  directors  and  officers  are  not  entitled  to  be
indemnified  under the statute to recover  amounts paid in damages or settlement
of such suits.

                  Section 145, by its terms,  is not  exclusive.  Section 145(f)
provides in pertinent  part:  "The  indemnification  and advancement of expenses
provided by, or granted pursuant to, the other subsections of this section shall
not  be  deemed   exclusive  of  any  other   rights  to  which  those   seeking
indemnification  or  advancement  of expenses may be entitled  under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise."

                  In accordance  with Article  SIXTEENTH of its  Certificate  of
Incorporation, the Company has entered into indemnification agreements with each
of its directors and officers.

                  In 1985,  the  Company  purchased  $100,000 of  directors  and
officers liability insurance coverage from an unaffiliated  Bermuda company at a
cost of  $100,000  plus an annual  $7,500  service  fee during the period of the
policy.  The policy  amount was  increased  to $200,000 in 1998.  The Company is
credited with  investment  income from the policy premium during the term of the
policy and all or a portion of such  premium  will be refunded at the end of the
policy term to the extent that no claims are made.

                  The Company presently  has a  $10,000,000  policy of Directors
and Officers liability insurance with a $200,000 deductible provision.

                  Insofar as indemnification  for liabilities  arising under the
Securities  Act of 1933 may be  permitted  to  directors,  officers  and persons
controlling the Company pursuant to the foregoing provisions, the registrant has
been informed that in the opinion of the  Securities  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore unenforceable.
Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

         4.       Instruments defining the rights of security holders.

                  A.   The Corporation's 1998 Stock Option Plan is filed herein.

                  B.   Articles of Incorporation are filed herein.

                  C.   By-Laws are filed herein.

         5.       Opinion regarding legality.

                  A.   Opinion of counsel,  Murtha, Cullina, Richter  and Pinney
                       LLP is filed herein.

         23.      Consents of experts and counsel.

                  A.   Consent  of  Murtha, Cullina, Richter and Pinney  LLP  is
                       contained in their opinion regarding legality.

                  B.   Consent of Ernst & Young LLP is filed herein.

         24.      Powers of attorney  for Dennis D.  Benbow,  Benjamin W. Heath,
                  Timothy L. Largay,  Walter McCann and Ronald P. Pettirossi are
                  filed herein.

Item 9.           Undertakings

         (a)      Undertakings Relating to Rule 415 Offerings.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                  (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) do
not apply if the  registration  statement  is on Form S-3 or Form  S-8,  and 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 which remain unsold at the termination of
the offering.
(b)      Undertaking Relating to the Incorporation of Certain Documents
                  by Reference

                  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 (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.

         (h)      Filing of registration statement on Form S-8

                  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.
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 Town of Madison,  State of  Connecticut on January 14,
1999.

                                                  MAGELLAN PETROLEUM CORPORATION
                                                           (Registrant)

                                                  By /s/ James R. Joyce
                                                         James R. Joyce
                                                         President

                  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.

                  Name            Title                         Date
                  ----            -----                         ----

Principal executive officer:

/s/ James R. Joyce                President and                 January 14, 1999
    James R. Joyce                Director

Principal financial officer
and controller or principal
accounting officer:

/s/ James R. Joyce                Chief Financial Officer       January 14, 1999
    James R. Joyce

All other members of
the Board of Directors:

/s/ James R. Joyce                Director                      January 14, 1999
    James R. Joyce
    Attorney-in-Fact for:

       Dennis D. Benbow           Director
       Benjamin W. Heath          Director
       Timothy L. Largay          Director
       Walter McCann              Director
       Ronald P. Pettirossi       Director
INDEX TO EXHIBITS

Exhibit No.

       4.         A.       1998 Stock Option Plan

                  B.       Articles of Incorporation

                  C.       By-Laws

       5.         Opinion and Consent of Counsel,
                  Murtha, Cullina, Richter and Pinney LLP

      23.         A.       Consent of Murtha, Cullina, Richter and Pinney LLP is
                           contained in their opinion regarding legality

                  B.       Consent of Ernst & Young LLP

      24.         Powers of Attorney for Dennis D. Benbow, Benjamin W. Heath,
                  Timothy L. Largay, Walter McCann and Ronald P. Pettirossi