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

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         CANADA SOUTHERN PETROLEUM LTD.
               (Exact name of issuer as specified in its charter)

        Nova Scotia, Canada                                      98-0085412
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

             Suite 1410, One Palliser Square, 125 Ninth Avenue, S.E.
                        Calgary, Alberta, Canada T2G 0P6
                            Telephone (403) 269-7741
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

              CANADA SOUTHERN PETROLEUM LTD. 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
================================================================================
Limited Voting
Shares, par value
Can. $1.00 per share     700,000         $4.94         $3,458,000      $961.32
================================================================================
(*)  Estimated  solely  for the purpose of  calculating  the  registration  fee.
Based on an aggregate of 700,000 shares at U.S. $4.94 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 November 20, 1998.



<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 December 31, 1997;

         (2)      The Company's  Quarterly  Report on Form 10-Q  for the quarter
                  ended March 31, 1998;

         (3)      The Company's  Quarterly  Report on Form 10-Q  for the quarter
                  ended June 30, 1998; and

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

         (5)      The Company's  Current  Reports on Form 8-K dated July 2, 1998
                  and September 18, 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

                  The  following is a brief  description  of the Limited  Voting
Shares  (par  value  $1.00  per  share)  of  the  Company,  all  rights  of  the
shareholders  being determined by the laws of Nova Scotia,  Canada.  Nova Scotia
law does not, nor do the Company's  Articles of Continuance  or By-Laws,  impose
any limitations on the rights of persons  nonresident of Nova Scotia to vote and
hold shares of the Company's Limited Voting Shares by virtue of such nonresident
status.
<PAGE>

                  Voting Rights

                  Each  shareholder  is  entitled  to one vote for each share of
Limited  Voting  Shares  registered  in his name on the  books  of the  Company,
subject, however, to a provision in the Company's Articles of Continuance to the
effect that no person  shall vote more than 1,000 shares  beneficially  owned by
him.

                  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 the Limited  Voting Shares and each
share is entitled to participate  equally with every other share. The Company is
legally  restricted  from  paying any  dividend  or making any other  payment to
shareholders  (except by way of return of capital) on the Limited  Voting Shares
until its  accumulated  deficit  (Cdn.  $23,523,000  at  September  30, 1998) is
eliminated.

                  Current  Canadian  law does not  restrict  the  remittance  of
dividends to persons not resident of Canada.  Under current Canadian tax law and
the United States-Canada tax treaty, any dividends paid to U.S.
shareholders are currently subject to a 15% Canadian withholding tax.

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

                  The holders of the Limited  Voting  Shares have no  preemptive
rights. There are no conversion rights attached to the Limited Voting Shares and
there are no provisions  for sinking funds or redemption of shares.  The holders
of outstanding shares of the Limited Voting Shares 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

                  Article 177 of the Company's Articles of Association (By-laws)
provides as follows:

                           177. (a) Each of the  Directors  and officers for the
                  time  being  of the  Company  and  his  heirs,  executors  and
                  administrators,  in the absence of any dishonesty on his part,
                  shall be indemnified and secured  harmless by the Company from
                  and against  all  claims,  actions,  costs,  charges,  losses,
                  damages and  expenses  incurred or  sustained by reason of any
                  action or thing done,  concurred in or omitted in or about the
                  execution  of his duty or  supposed  duty as a  result  of the
                  breach of his fiduciary duty.


<PAGE>

                                (b) No Director or officer for the time being of
                  the Company and his heirs,  executors  and  administrators, in
                  the absence of any  dishonesty on  his part,  shall be  liable
                  for:  the acts,  receipts,  neglects or defaults  of any other
                  person;  or for joining in any  receipt or act for conformity;
                  or for any loss,  damage or expense  happening to  the Company
                  through the  insufficiency  or  deficiency  of  title  to  any
                  property acquired by, for or on behalf of the Company;  or for
                  the insufficiency  or deficiency  of any security  in or  upon
                  which any moneys of the Company are invested;  or for any loss
                  or damages arising from the bankruptcy, insolvency or tortious
                  act of any person  with whom any  moneys, securities  or other
                  property of  the Company are  lodged or deposited;  or for any
                  other loss, damage or misfortune  whatever which may arise out
                  of the execution  of his duty or supposed  duty or as a result
                  of the breach of his fiduciary duty or in relation thereto.

                                (c) The Company  shall  indemnify  a director or
                  officer of the Company,  a former  director or  officer of the
                  Company or a person who acts or acted at the Company's request
                  as a  director  or officer  of a body  corporate  of which the
                  Company is or was a shareholder or creditor, and his heirs and
                  legal representatives,  against all claims, costs, charges and
                  expenses,  including  an  amount  paid to  settle an action or
                  satisfy a judgment,  penalty or fine,  reasonably  incurred by
                  him in respect of any civil, criminal or administrative action
                  or  proceeding  to which he is made a party by reason of being
                  or having  been a director or officer of such  corporation  or
                  body corporate if:

                                    (1) He acted honestly and in good faith with
                  a view to the best interests of the Company; or

                                    (2) In   the   case   of   a   criminal   or
                  administrative  action  or  proceeding  that  is enforced by a
                  monetary penalty, he had reasonable grounds for believing that
                  his conduct was lawful; or

                                    (3) He was substantially  successful  on the
                  merits in this defense of the action or proceeding.

                                (d) The  foregoing  provisions  of  this article
                  shall be in amplification of and in addition to and not by way
                  of limitation of or substitution for any rights, immunities or
                  protection  conferred  upon any  director  or  officer  by any
                  statute, law, matter or thing whatsoever.


<PAGE>

                  The Company  has  entered  into  expense  agreements  with its
executive officer and each of its directors.  These agreements  provide that the
Company shall advance such persons the costs,  including  reasonable  attorneys'
fees, of defending any litigation  brought against them by reason of such person
being or having  been a  director  or  executive  officer  of the  Company.  The
agreements  also obligate the directors and executive  officer to repay any such
amounts  advanced should a final decision by a court having  jurisdiction in the
matter  determine  that the  director  or  executive  officer in question is not
entitled to be indemnified.  The Company has offered to all of its directors and
currently provides its executive officer and three other directors with a letter
of credit in the amount of Cdn.  $100,000 to secure the Company's  obligation to
indemnify them. The executive officer and the three directors bear the Company's
out-of-pocket expenses associated with the letters of credit provided to them.

                  In 1986,  the  Company  purchased  $150,000 of  directors  and
officers  liability  insurance coverage with an annual $7,500 service fee during
the period of the policy.  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. Until recently, the Company had been unable to obtain any other
liability coverage for the Company's directors and officers.

                  The  Company  presently  has  a  Cdn.   $3,000,000  policy  of
Directors and Officers liability insurance with a $25,000 deductible  provision.
The Company also has two additional  policies  totaling  $7,000,000 of Directors
and Officers liability insurance.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

         4.       Instruments defining the rights of security holders.

                  A.       Canada Southern Petroleum Ltd. 1998 Stock Option Plan
                           is filed herewith.

                  B.       Memorandum  of  Association  as  amended  on June 30,
                           1982, May 14, 1985 and April 7, 1988 is filed
                           herewith.

                  C.       By-laws, as amended, are filed herewith.

         5.       Opinion regarding legality.

                  A.       Opinion of counsel, Patterson Palmer Hunt Murphy,  is
                           filed herewith.

         23.      Consents of experts and counsel.

                  A.       Consent of Patterson  Palmer Hunt Murphy is contained
                           in their  opinion  regarding  legality,  and is filed
                           herewith.

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


<PAGE>

         24.      Powers of attorney for  Benjamin W. Heath,  Timothy L. Largay,
                  Arthur B. O'Donnell and Eugene C. Pendery are filed herewith.

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,
         a post-effective amendment to this registration statement:

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

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  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 City of Calgary, Province of Alberta, Canada on November
23, 1998.

                                             CANADA SOUTHERN PETROLEUM LTD.
                                                       (Registrant)


                                             By /s/ M. Anthony Ashton
                                                    M. Anthony Ashton, 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/ M. Anthony Ashton                    President             November 23, 1998
------------------------------------
    M. Anthony Ashton

Principal financial officer
and controller or principal
accounting officer:

/s/ Kelly B. Johnson                     Secretary-Treasurer   November 23, 1998
------------------------------------
    Kelly B. Johnson

A majority of the Board of Directors:

/s/ M. Anthony Ashton                    Director              November 23, 1998
------------------------------------
    M. Anthony Ashton

/s/ James R. Joyce                                             November 23, 1998
------------------------------------
    James R. Joyce
    Attorney-in-Fact for:

                  Benjamin W. Heath      Director
                  Timothy L. Largay      Director
                  Arthur B. O'Donnell    Director
                  Eugene C. Pendery      Director



<PAGE>


                                INDEX TO EXHIBITS


Exhibit No.

         4.       A.      Canada Southern Petroleum Ltd. 1998 Stock Option Plan

                  B.      Memorandum of Association as amended on June 30, 1982,
                          May 14, 1985 and April 7, 1988

                  C.      By-laws (Articles of Association), as amended

         5.       Opinion and Consent of Patterson Palmer Hunt Murphy.

         23.      A.      Consent of Patterson Palmer Hunt Murphy is contained
                          in their opinion regarding legality

                  B.      Consent of Ernst & Young LLP

         24.      Powers of Attorney for Benjamin W. Heath,
                  Timothy L. Largay, Arthur B. O'Donnell
                  and Eugene C. Pendery
[{"type": "S-8", "sequence": "1", "description": "CSP 1998 STOCK OPTION PLAN", "secsgml_size_bytes": 21569}]
{"company-data": {"conformed-name": "CANADA SOUTHERN PETROLEUM LTD", "cik": "0000016804", "assigned-sic": "1311", "irs-number": "980085412", "state-of-incorporation": "CT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67933", "film-number": "98759091"}, "business-address": {"street1": "SUITE 1410 ONE PALLISER SQ 125 9TH AVE", "street2": "SE CALGARY", "city": "CALGARY", "state": "A0", "zip": "06443", "phone": "2032458380"}, "mail-address": {"street1": "149 DURHAM RD", "street2": "OAKPARK UNIT 31", "city": "MADISON", "state": "CT", "zip": "06443"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         CANADA SOUTHERN PETROLEUM LTD.
               (Exact name of issuer as specified in its charter)

        Nova Scotia, Canada                                      98-0085412
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

             Suite 1410, One Palliser Square, 125 Ninth Avenue, S.E.
                        Calgary, Alberta, Canada T2G 0P6
                            Telephone (403) 269-7741
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

              CANADA SOUTHERN PETROLEUM LTD. 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
================================================================================
Limited Voting
Shares, par value
Can. $1.00 per share     700,000         $4.94         $3,458,000      $961.32
================================================================================
(*)  Estimated  solely  for the purpose of  calculating  the  registration  fee.
Based on an aggregate of 700,000 shares at U.S. $4.94 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 November 20, 1998.
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 December 31, 1997;

         (2)      The Company's  Quarterly  Report on Form 10-Q  for the quarter
                  ended March 31, 1998;

         (3)      The Company's  Quarterly  Report on Form 10-Q  for the quarter
                  ended June 30, 1998; and

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

         (5)      The Company's  Current  Reports on Form 8-K dated July 2, 1998
                  and September 18, 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

                  The  following is a brief  description  of the Limited  Voting
Shares  (par  value  $1.00  per  share)  of  the  Company,  all  rights  of  the
shareholders  being determined by the laws of Nova Scotia,  Canada.  Nova Scotia
law does not, nor do the Company's  Articles of Continuance  or By-Laws,  impose
any limitations on the rights of persons  nonresident of Nova Scotia to vote and
hold shares of the Company's Limited Voting Shares by virtue of such nonresident
status.
Voting Rights

                  Each  shareholder  is  entitled  to one vote for each share of
Limited  Voting  Shares  registered  in his name on the  books  of the  Company,
subject, however, to a provision in the Company's Articles of Continuance to the
effect that no person  shall vote more than 1,000 shares  beneficially  owned by
him.

                  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 the Limited  Voting Shares and each
share is entitled to participate  equally with every other share. The Company is
legally  restricted  from  paying any  dividend  or making any other  payment to
shareholders  (except by way of return of capital) on the Limited  Voting Shares
until its  accumulated  deficit  (Cdn.  $23,523,000  at  September  30, 1998) is
eliminated.

                  Current  Canadian  law does not  restrict  the  remittance  of
dividends to persons not resident of Canada.  Under current Canadian tax law and
the United States-Canada tax treaty, any dividends paid to U.S.
shareholders are currently subject to a 15% Canadian withholding tax.

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

                  The holders of the Limited  Voting  Shares have no  preemptive
rights. There are no conversion rights attached to the Limited Voting Shares and
there are no provisions  for sinking funds or redemption of shares.  The holders
of outstanding shares of the Limited Voting Shares 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

                  Article 177 of the Company's Articles of Association (By-laws)
provides as follows:

                           177. (a) Each of the  Directors  and officers for the
                  time  being  of the  Company  and  his  heirs,  executors  and
                  administrators,  in the absence of any dishonesty on his part,
                  shall be indemnified and secured  harmless by the Company from
                  and against  all  claims,  actions,  costs,  charges,  losses,
                  damages and  expenses  incurred or  sustained by reason of any
                  action or thing done,  concurred in or omitted in or about the
                  execution  of his duty or  supposed  duty as a  result  of the
                  breach of his fiduciary duty.
(b) No Director or officer for the time being of
                  the Company and his heirs,  executors  and  administrators, in
                  the absence of any  dishonesty on  his part,  shall be  liable
                  for:  the acts,  receipts,  neglects or defaults  of any other
                  person;  or for joining in any  receipt or act for conformity;
                  or for any loss,  damage or expense  happening to  the Company
                  through the  insufficiency  or  deficiency  of  title  to  any
                  property acquired by, for or on behalf of the Company;  or for
                  the insufficiency  or deficiency  of any security  in or  upon
                  which any moneys of the Company are invested;  or for any loss
                  or damages arising from the bankruptcy, insolvency or tortious
                  act of any person  with whom any  moneys, securities  or other
                  property of  the Company are  lodged or deposited;  or for any
                  other loss, damage or misfortune  whatever which may arise out
                  of the execution  of his duty or supposed  duty or as a result
                  of the breach of his fiduciary duty or in relation thereto.

                                (c) The Company  shall  indemnify  a director or
                  officer of the Company,  a former  director or  officer of the
                  Company or a person who acts or acted at the Company's request
                  as a  director  or officer  of a body  corporate  of which the
                  Company is or was a shareholder or creditor, and his heirs and
                  legal representatives,  against all claims, costs, charges and
                  expenses,  including  an  amount  paid to  settle an action or
                  satisfy a judgment,  penalty or fine,  reasonably  incurred by
                  him in respect of any civil, criminal or administrative action
                  or  proceeding  to which he is made a party by reason of being
                  or having  been a director or officer of such  corporation  or
                  body corporate if:

                                    (1) He acted honestly and in good faith with
                  a view to the best interests of the Company; or

                                    (2) In   the   case   of   a   criminal   or
                  administrative  action  or  proceeding  that  is enforced by a
                  monetary penalty, he had reasonable grounds for believing that
                  his conduct was lawful; or

                                    (3) He was substantially  successful  on the
                  merits in this defense of the action or proceeding.

                                (d) The  foregoing  provisions  of  this article
                  shall be in amplification of and in addition to and not by way
                  of limitation of or substitution for any rights, immunities or
                  protection  conferred  upon any  director  or  officer  by any
                  statute, law, matter or thing whatsoever.
The Company  has  entered  into  expense  agreements  with its
executive officer and each of its directors.  These agreements  provide that the
Company shall advance such persons the costs,  including  reasonable  attorneys'
fees, of defending any litigation  brought against them by reason of such person
being or having  been a  director  or  executive  officer  of the  Company.  The
agreements  also obligate the directors and executive  officer to repay any such
amounts  advanced should a final decision by a court having  jurisdiction in the
matter  determine  that the  director  or  executive  officer in question is not
entitled to be indemnified.  The Company has offered to all of its directors and
currently provides its executive officer and three other directors with a letter
of credit in the amount of Cdn.  $100,000 to secure the Company's  obligation to
indemnify them. The executive officer and the three directors bear the Company's
out-of-pocket expenses associated with the letters of credit provided to them.

                  In 1986,  the  Company  purchased  $150,000 of  directors  and
officers  liability  insurance coverage with an annual $7,500 service fee during
the period of the policy.  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. Until recently, the Company had been unable to obtain any other
liability coverage for the Company's directors and officers.

                  The  Company  presently  has  a  Cdn.   $3,000,000  policy  of
Directors and Officers liability insurance with a $25,000 deductible  provision.
The Company also has two additional  policies  totaling  $7,000,000 of Directors
and Officers liability insurance.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

         4.       Instruments defining the rights of security holders.

                  A.       Canada Southern Petroleum Ltd. 1998 Stock Option Plan
                           is filed herewith.

                  B.       Memorandum  of  Association  as  amended  on June 30,
                           1982, May 14, 1985 and April 7, 1988 is filed
                           herewith.

                  C.       By-laws, as amended, are filed herewith.

         5.       Opinion regarding legality.

                  A.       Opinion of counsel, Patterson Palmer Hunt Murphy,  is
                           filed herewith.

         23.      Consents of experts and counsel.

                  A.       Consent of Patterson  Palmer Hunt Murphy is contained
                           in their  opinion  regarding  legality,  and is filed
                           herewith.

                  B.       Consent of Ernst & Young LLP is filed herewith.
24.      Powers of attorney for  Benjamin W. Heath,  Timothy L. Largay,
                  Arthur B. O'Donnell and Eugene C. Pendery are filed herewith.

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,
         a post-effective amendment to this registration statement:

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

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  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 City of Calgary, Province of Alberta, Canada on November
23, 1998.

                                             CANADA SOUTHERN PETROLEUM LTD.
                                                       (Registrant)

                                             By /s/ M. Anthony Ashton
                                                    M. Anthony Ashton, 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/ M. Anthony Ashton                    President             November 23, 1998
------------------------------------
    M. Anthony Ashton

Principal financial officer
and controller or principal
accounting officer:

/s/ Kelly B. Johnson                     Secretary-Treasurer   November 23, 1998
------------------------------------
    Kelly B. Johnson

A majority of the Board of Directors:

/s/ M. Anthony Ashton                    Director              November 23, 1998
------------------------------------
    M. Anthony Ashton

/s/ James R. Joyce                                             November 23, 1998
------------------------------------
    James R. Joyce
    Attorney-in-Fact for:

                  Benjamin W. Heath      Director
                  Timothy L. Largay      Director
                  Arthur B. O'Donnell    Director
                  Eugene C. Pendery      Director
INDEX TO EXHIBITS

Exhibit No.

         4.       A.      Canada Southern Petroleum Ltd. 1998 Stock Option Plan

                  B.      Memorandum of Association as amended on June 30, 1982,
                          May 14, 1985 and April 7, 1988

                  C.      By-laws (Articles of Association), as amended

         5.       Opinion and Consent of Patterson Palmer Hunt Murphy.

         23.      A.      Consent of Patterson Palmer Hunt Murphy is contained
                          in their opinion regarding legality

                  B.      Consent of Ernst & Young LLP

         24.      Powers of Attorney for Benjamin W. Heath,
                  Timothy L. Largay, Arthur B. O'Donnell
                  and Eugene C. Pendery