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<TITLE> FORM S-8 </TITLE>
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                      <B>As filed with the Securities and Exchange Commission on March 13, 2001</B></FONT>
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<FONT FACE="Times New Roman, Times, Serif" SIZE=3>    <B>Registration No. 333-</B></FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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<FONT FACE="Times New Roman, Times, Serif" SIZE=3><BIG>
                                        SECURITIES AND EXCHANGE COMMISSION</BIG></FONT><BR>
                                              WASHINGTON, D.C. 20549<BR>

                                              ----------------------<BR>

<FONT FACE="Times New Roman, Times, Serif" SIZE=4><BIG><B>                   Form S-8</B></BIG></FONT><BR><BR>
                                            <B>  REGISTRATION STATEMENT<BR>
                                                       UNDER<BR>
                                            THE SECURITIES ACT OF 1933</B><BR>



                                              ----------------------<BR><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=5><BIG><B>

                                             FRONTIER OIL CORPORATION</B></BIG></FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>                              (Exact name of registrant as specified in its charter)</FONT><BR>
</P>

<TABLE ALIGN=CENTER WIDTH=100% CELLPADDING=0 CELLSPACING=0>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=30%><B>Wyoming</B></TD>

<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=50%><B>74-1895085</B></TD>
</TR>
<TR ALIGN=CENTER>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=30%>(State or other jurisdiction of</TD>

<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=50%>(I.R.S. Employer</TD>
</TR>

<TR ALIGN=CENTER>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=30%>incorporation or organization)</TD>
<TD WIDTH=15%>&nbsp;</TD>

<TD WIDTH=50%>Identification No.)</TD>
</TR>
<TR>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>

</TR>

</TABLE>
<P ALIGN=CENTER>
<B>

                                          10000 Memorial Drive, Suite 600<BR>
                                               Houston, Texas 77024</B><BR>
                           (Address, including zip code, of Principal Executive Offices)
</P>
<P ALIGN=CENTER>
<BIG><B>
                                  Frontier Oil Corporation Restricted Stock Plan </B></BIG><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                             (Full title of the plan)</FONT>
</P>
<P ALIGN=CENTER>
<B>
                                                  James R. Gibbs<BR>
                                             Frontier Oil Corporation<BR>
                                          10000 Memorial Drive, Suite 600<BR>
                                               Houston, Texas 77024<BR>
                                                  (713) 688-9600</B><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                             (Name, address, including zip code, and telephone number,<BR>
                                    including area code, of agent for service)</FONT>
</P>
<P ALIGN=CENTER>

<I>                                                     copy to:</I><BR><BR>

                                                <B> Robert V. Jewell<BR>
                                              Andrews &amp; Kurth L.L.P.<BR>
                                              600 Travis, Suite 4200<BR>
                                               Houston, Texas 77002<BR>
                                                  (713) 220-4200</B><BR><BR>

                                              ----------------------<BR><BR>

<B>
                                          CALCULATION OF REGISTRATION FEE</B>
</P>
<PRE>
<B>
                                                                                         Proposed
                                                                                         Maximum
                                                    Amount            Proposed          Aggregate          Amount of
                                                    to be          Offering Price        Offering         Registration
    Title of Securities to be Registered        Registered(1)      Per Share (2)         Price (2)            Fee</B>
---------------------------------------------  ----------------  ------------------  ----------------  ------------------
Common Stock, no par value                        1,000,000            $8.325           $8,325,000           $2,082
=============================================  ================  ==================  ================  ==================
</PRE>

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<TD WIDTH=3%>

(1)
</TD>
<TD WIDTH=97%>
Pursuant to Rule 416(a), this registration statement shall cover any additional securities issued to prevent dilution
     resulting from stock splits, stock dividends or similar transactions.
</TD>
<TR VALIGN=TOP>
<TD WIDTH=3%>

(2)
</TD>
<TD WIDTH=97%>
  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based upon the
     average of the high and low prices per share for March 12, 2001 on the New York Stock Exchange as reported
     in The Wall Street Journal on March 13, 2001.
</TD>
</TR>
</TABLE>
<BR>
<HR SIZE=5 NOSHADE>

<P ALIGN=CENTER>
<B>                                                      PART I<BR><BR>

                                 INFORMATION REQUIRED IN SECTION 10 (A) PROSPECTUS</B>
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  The document (s) containing the information specified in Part I of Form S-8 will be sent or given
to participants as specified by Rule 428 (b) (1) under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;).
These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10 (a) of the
Securities Act.
</P>
<P ALIGN=CENTER>
<B>                                                      PART II<BR><BR>

                                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</P>
<P>
<B>Item 3. Incorporation of Documents by Reference.</B>
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  Frontier Oil Corporation (the &#147;Company&#148;) hereby incorporates by reference the following
documents listed below.   In addition, 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 (the &#147;Exchange Act&#148;) (prior to the filing of a post-
effective amendment which indicates that all the securities offered have been sold or which deregisters all securities
then remaining unsold) shall be deemed to be incorporated by reference in this Registration Statement and to be a
part thereof from the date of filing of such documents.
</P>
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<TD WIDTH=3% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=97%><P>

                  (a)&nbsp;      The Company&#146;s Annual Report on Form 10-K for the year ended December 31, 2000.
</P>
</TD>
</TR>
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<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=97%><P>

                  (b) &nbsp;     The description of the Company&#146;s common stock, no par value, contained in the
                           Company&#146;s Registration Statement on Form  8-A, as filed with the Commission (File
                           No. 1-7627).
</P>
</TD>
</TR>
</TABLE>
<P>
<B>Item 4.  Description of Securities.</B>
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         The information required by Item 4 is not applicable to this Registration Statement since the class
of securities to be offered is registered under Section 12 of the Exchange Act.
</P>
<P>
<B>Item 5.  Interests of Named Experts and Counsel.</B>
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  The information required by Item 5 is not applicable to this Registration Statement.
</P>
<P>
<B>Item 6.  Indemnification of Officers and Directors.</B>
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Sections 17-16-850 through 17-16-859 of the Wyoming Business Corporation Act provide that a
corporation may indemnify any person who was, is or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or
informal, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was
serving at the corporation&#146;s request as a director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity, against judgments,
settlements, penalties, fines, including an excise tax assessed with respect to an employee benefit plan, and
reasonable expenses, including counsel fees, incurred in respect to such action, suit or proceeding if he conducted
himself in good faith and reasonably believed that his conduct was in or at least not opposed to the corporation&#146;s best
interests and, with respect to any criminal action, suit or proceeding, he had no reasonable cause to believe his
conduct was unlawful.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  Article Eight of the Company&#146;s Articles of Incorporation, as amended, provides for the
indemnification of the Company&#146;s directors, officers, employees and agents.  Specifically, said Article Eight
provides in part that:
</P>
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<TD WIDTH=3% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=97%><P>

                  The corporation shall indemnify, in the manner and to the full extent authorized by law (as now in
         effect or later amended), any person who was, is or may be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an
         action by or in the right of the corporation, by reason of the fact that he is or was a director, officer,
         employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
         officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
         against expenses, including attorneys&#146; fees, actually and reasonably incurred by him in connection with the
         action, suit, proceeding or investigation, and judgments, fines and amounts paid in settlement 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
         corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
         conduct was unlawful.  The termination of any action, suit, proceeding or investigation by judgment, order,
         settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
         presumption that such person did not act in good faith and in a manner which is reasonably believed to be in
         or not opposed to the best interests of the corporation and, with respect to any criminal action or
         proceeding, had reasonable cause to believe that his conduct was unlawful.
</P>
</TD>
</TR>
</TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
   The Company&#146;s Bylaws also contain indemnification provisions which substantially conform to
Article Eight of its Articles of Incorporation, as amended.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  The Company maintains Directors and Officers&#146; Liability Insurance and have entered into
indemnification agreements with its directors and certain of our officers.
</P>

<P>
<B>Item 7.  Exemption from Registration Claimed.</B>
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  The information required by Item 7 is not applicable to this Registration Statement because the
class of securities to be offered is registered under Section 12 of the Exchange Act.
</P>
<P>
<B>Item 8. Exhibits.  </B>
</P>

<TABLE WIDTH=100%>
<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
   Exhibit<BR>
   <U>Number  </U>
</TD>
<TD WIDTH=91% ALIGN=LEFT>
<U>Description</U>
</TD>
</TR>
<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
5.1
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Opinion of Brown, Drew &amp; Massey, LLP
</TD>
</TR>

<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
23.1
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Consent of Brown, Drew &amp; Massey, LLP (included in Exhibit 5.1)
</TD>
</TR>

<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
23.2
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Consent of Arthur Andersen LLP
</TD>
</TR>

<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
24.1
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Power of Attorney (included in signature page of this Registration Statement)
</TD>
</TR>

<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
99.1
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Frontier Oil Corporation Restricted Stock Plan
</TD>
</TR>
</TABLE>


<P>
<B>Item 9.   Undertakings</B>
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (a) &nbsp;     The undersigned registrant hereby undertakes:
</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
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<TD WIDTH=3% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=97%><P>

                  (1) &nbsp;     To file, during any period in which offers or sales are being made, a post-effective
         amendment to this registration statement:
</P>
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=6% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=94%><P>

                           (i) &nbsp;  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
</P>
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=6% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=94%><P>

                           (ii) &nbsp;    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
                  this Registration Statement;
</P>
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=6% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=94%><P>

                           (iii)&nbsp;    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
                  this Registration Statement;<BR><BR>

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information
                  required to be included in a post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
                  Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
</P>
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=97%><P>

                  (2) &nbsp;     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.
</P>
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=97%><P>

                  (3) &nbsp;     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.
</P>
</TD>
</TR>
</TABLE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (b) &nbsp;     The undersigned registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Company&#146;s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (c) &nbsp;     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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
Company 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.

</P>
<P ALIGN=CENTER>
<B>                                                      SIGNATURES</B>
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        The Registrant.  Pursuant to the requirements of the Securities Act of 1933, registrant certifies that it has
  reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston,
  State of Texas, on the 13th day of March, 2001.
</P>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=60%>&nbsp; </TD>
<TD WIDTH=40%>

<B>                                                             FRONTIER OIL CORPORATION</B><BR><BR><BR>
</TD>
</TR>
<TR VALIGN=BOTTOM>
<TD WIDTH=60%>&nbsp;</TD>
<TD WIDTH=40%>


                                                             By: &nbsp; <U> /s/&nbsp; Julie H. Edwards</U><BR>
                                                              &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Julie H. Edwards<BR>
                                                            &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;       Executive Vice President-Finance<BR>
                                                            &nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;        &amp; Administration
</TD>
</TR>
</TABLE>

<P ALIGN=CENTER>
<b>                                                  Power of Attorney</b>
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Frontier Oil
  Corporation (the &#147;Company&#148;), hereby constitutes and appoints James R. Gibbs and Julie H. Edwards, or either of them
  (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of
  substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and
  file this Registration Statement under the Securities Act of 1933, as amended, and any or all amendments (including,
  without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with
  respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-
  in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
  and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes
  as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and
  agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the
  following persons in the capacities indicated on the 13th day of March, 2001.
</P>
<TABLE WIDTH=100%>
<TR>
<TD WIDTH=40%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                <U><B>Signature</B></U>
</TD>
<TD WIDTH=40%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Title</B></U><BR>&nbsp;
</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
<U>/s/&nbsp; James R. Gibbs</U><BR>
James R. Gibbs            </TD>
<TD WIDTH=40% ALIGN=LEFT>
Chairman of the Board, President,<BR>
                        Chief Executive Officer and Director<BR>
                                     (Principal Executive Officer)<BR>&nbsp;

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Julie H. Edwards</U> <BR>
 Julie H. Edwards
</TD>
<TD WIDTH=40% ALIGN=LEFT>
 Executive Vice President-Finance<BR>
                      &amp; Administration<BR>
                    (Principal Financial Officer)<BR>&nbsp;

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>



<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Nancy J. Zupan </U> <BR>
  Nancy J. Zupan <BR>
&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
  Vice President-Controller<BR>
(Principal Accounting Officer)<BR>

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>


<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Douglas Y. Bech </U> <BR>
  Douglas Y. Bech  <BR>
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; G. Clyde Buck </U> <BR>
  G. Clyde Buck  <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; T. Michael Dossey </U> <BR>
  T. Michael Dossey  <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; James H. Lee </U> <BR>
  James H. Lee  <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Paul B. Loyd, Jr. </U> <BR>
  Paul B. Loyd, Jr. <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Carl W. Schafer </U> <BR>
 Carl W. Schafer <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

</TABLE>
</BODY>
</HTML>
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{"company-data": {"conformed-name": "FRONTIER OIL CORP /NEW/", "cik": "0000110430", "assigned-sic": "2911", "irs-number": "741895085", "state-of-incorporation": "WY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56946", "film-number": "1567334"}, "business-address": {"street1": "10000 MEMORIAL DRIVE", "street2": "SUITE 600", "city": "HOUSTON", "state": "TX", "zip": "77024", "phone": "7136889600"}, "mail-address": {"street1": "10000 MEMORIAL DRIVE", "street2": "SUITE 600", "city": "HOUSTON", "state": "TX", "zip": "77024"}, "former-company": [{"former-conformed-name": "WAINOCO OIL CORP", "date-changed": "19920703"}, {"former-conformed-name": "WAINOCO OIL LTD /WY/", "date-changed": "19770117"}]}
FORM S-8
As filed with the Securities and Exchange Commission on March 13, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
FRONTIER OIL CORPORATION
(Exact name of registrant as specified in its charter)
Wyoming
74-1895085
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
10000 Memorial Drive, Suite 600
Houston, Texas 77024
(Address, including zip code, of Principal Executive Offices)
Frontier Oil Corporation Restricted Stock Plan
(Full title of the plan)
James R. Gibbs
Frontier Oil Corporation
10000 Memorial Drive, Suite 600
Houston, Texas 77024
(713) 688-9600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
copy to:
Robert V. Jewell
Andrews & Kurth L.L.P.
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
----------------------
CALCULATION OF REGISTRATION FEE
Proposed
                                                                                         Maximum
                                                    Amount            Proposed          Aggregate          Amount of
                                                    to be          Offering Price        Offering         Registration
    Title of Securities to be Registered        Registered(1)      Per Share (2)         Price (2)            Fee
---------------------------------------------  ----------------  ------------------  ----------------  ------------------
Common Stock, no par value                        1,000,000            $8.325           $8,325,000           $2,082
=============================================  ================  ==================  ================  ==================
(1)
Pursuant to Rule 416(a), this registration statement shall cover any additional securities issued to prevent dilution
     resulting from stock splits, stock dividends or similar transactions.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based upon the
     average of the high and low prices per share for March 12, 2001 on the New York Stock Exchange as reported
     in The Wall Street Journal on March 13, 2001.
PART I
INFORMATION REQUIRED IN SECTION 10 (A) PROSPECTUS
The document (s) containing the information specified in Part I of Form S-8 will be sent or given
to participants as specified by Rule 428 (b) (1) under the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10 (a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Frontier Oil Corporation (the "Company") hereby incorporates by reference the following
documents listed below.   In addition, 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 (the "Exchange Act") (prior to the filing of a post-
effective amendment which indicates that all the securities offered have been sold or which deregisters all securities
then remaining unsold) shall be deemed to be incorporated by reference in this Registration Statement and to be a
part thereof from the date of filing of such documents.
(a)       The Company's Annual Report on Form 10-K for the year ended December 31, 2000.
(b)       The description of the Company's common stock, no par value, contained in the
                           Company's Registration Statement on Form  8-A, as filed with the Commission (File
                           No. 1-7627).
Item 4.  Description of Securities.
The information required by Item 4 is not applicable to this Registration Statement since the class
of securities to be offered is registered under Section 12 of the Exchange Act.
Item 5.  Interests of Named Experts and Counsel.
The information required by Item 5 is not applicable to this Registration Statement.
Item 6.  Indemnification of Officers and Directors.
Sections 17-16-850 through 17-16-859 of the Wyoming Business Corporation Act provide that a
corporation may indemnify any person who was, is or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or
informal, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was
serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity, against judgments,
settlements, penalties, fines, including an excise tax assessed with respect to an employee benefit plan, and
reasonable expenses, including counsel fees, incurred in respect to such action, suit or proceeding if he conducted
himself in good faith and reasonably believed that his conduct was in or at least not opposed to the corporation's best
interests and, with respect to any criminal action, suit or proceeding, he had no reasonable cause to believe his
conduct was unlawful.
Article Eight of the Company's Articles of Incorporation, as amended, provides for the
indemnification of the Company's directors, officers, employees and agents.  Specifically, said Article Eight
provides in part that:
The corporation shall indemnify, in the manner and to the full extent authorized by law (as now in
         effect or later amended), any person who was, is or may be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an
         action by or in the right of the corporation, by reason of the fact that he is or was a director, officer,
         employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
         officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
         against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the
         action, suit, proceeding or investigation, and judgments, fines and amounts paid in settlement 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
         corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
         conduct was unlawful.  The termination of any action, suit, proceeding or investigation by judgment, order,
         settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
         presumption that such person did not act in good faith and in a manner which is reasonably believed to be in
         or not opposed to the best interests of the corporation and, with respect to any criminal action or
         proceeding, had reasonable cause to believe that his conduct was unlawful.
The Company's Bylaws also contain indemnification provisions which substantially conform to
Article Eight of its Articles of Incorporation, as amended.
The Company maintains Directors and Officers' Liability Insurance and have entered into
indemnification agreements with its directors and certain of our officers.
Item 7.  Exemption from Registration Claimed.
The information required by Item 7 is not applicable to this Registration Statement because the
class of securities to be offered is registered under Section 12 of the Exchange Act.
Item 8. Exhibits.
Exhibit
Number
Description
5.1
Opinion of Brown, Drew & Massey, LLP
23.1
Consent of Brown, Drew & Massey, LLP (included in Exhibit 5.1)
23.2
Consent of Arthur Andersen LLP
24.1
Power of Attorney (included in signature page of this Registration Statement)
99.1
Frontier Oil Corporation Restricted Stock Plan
Item 9.   Undertakings
(a)       The undersigned registrant hereby undertakes:
(1)       To file, during any period in which offers or sales are being made, a post-effective
         amendment to this registration statement:
(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)      To reflect in the prospectus any facts or events arising after the effective date of
                  the Registration Statement (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental change in the information set forth in
                  this 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
                  this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information
                  required to be included in a post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
                  Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2)       That, for the purpose of determining any liability under the Securities Act of 1933, each
         such post-effective amendment shall be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
         offering thereof.
(3)       To remove from registration by means of a post-effective amendment any of the
         securities being registered which remain unsold at the termination of the offering.
(b)       The undersigned registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c)       Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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
Company 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
The Registrant.  Pursuant to the requirements of the Securities Act of 1933, registrant certifies that it has
  reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston,
  State of Texas, on the 13th day of March, 2001.
FRONTIER OIL CORPORATION
By:
/s/  Julie H. Edwards
Julie H. Edwards
Executive Vice President-Finance
& Administration
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Frontier Oil
  Corporation (the "Company"), hereby constitutes and appoints James R. Gibbs and Julie H. Edwards, or either of them
  (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of
  substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and
  file this Registration Statement under the Securities Act of 1933, as amended, and any or all amendments (including,
  without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with
  respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-
  in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
  and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes
  as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and
  agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the
  following persons in the capacities indicated on the 13th day of March, 2001.
Signature
Title
/s/  James R. Gibbs
James R. Gibbs
Chairman of the Board, President,
Chief Executive Officer and Director
(Principal Executive Officer)
/s/  Julie H. Edwards
Julie H. Edwards
Executive Vice President-Finance
& Administration
(Principal Financial Officer)
/s/  Nancy J. Zupan
Nancy J. Zupan
Vice President-Controller
(Principal Accounting Officer)
/s/  Douglas Y. Bech
Douglas Y. Bech
Director
/s/  G. Clyde Buck
G. Clyde Buck
Director
/s/  T. Michael Dossey
T. Michael Dossey
Director
/s/  James H. Lee
James H. Lee
Director
/s/  Paul B. Loyd, Jr.
Paul B. Loyd, Jr.
Director
/s/  Carl W. Schafer
Carl W. Schafer
Director