As filed with the Securities and Exchange Commission on May 3, 2000
                                          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

                        Employee Stock Option 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:

                          Christopher S. Collins
                          Andrews & Kurth L.L.P.
                          600 Travis, Suite 4200
                           Houston, Texas 77002
                              (713) 220-4200

                          ----------------------


                     CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                                         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
---------------------------------------------  ----------------  ------------------  ----------------  ------------------
<S>                                            <C>               <C>                 <C>               <C>

Common Stock, no par value                        1,200,000          $6.21875        $7,462,500         $1,970
=============================================  ================  ==================  ================  ==================
</TABLE>

(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 May 1, 2000 on the New York Stock Exchange as reported in The
     Wall Street Journal on May 2, 2000.

===============================================================================
<PAGE>
                                     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  with  the   Securities   and  Exchange   Commission   (the
"Commission") 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, 1999.

     (b) The Company's Proxy Statement, filed with the Commission on March 27,
2000.

     (c) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000.

     (d) 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


                                       -2-

<PAGE>



         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 Employee Stock Option 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

                                       -3-

<PAGE>



                  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.



                                       -4-

<PAGE>



                                   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 27th
  day of April, 2000.

                                FRONTIER OIL CORPORATION



                                 By:   /s/ Julie H. Edwards
                                       ---------------------------------------
                                       Julie H. Edwards
                                       Senior Vice President--Finance and Chief
                                       Financial Officer


                                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 27th day of April, 2000.

           Signature                                           Title



  /s/ James R. Gibbs
  --------------------------------------    Chairman of the Board, President,
  James R. Gibbs                            Chief Executive Officer and Director
                                            (Principal Executive Officer)



  /s/ Julie H. Edwards
  --------------------------------------    Senior Vice President--Finance and
  Julie H. Edwards                          Chief Financial Officer
                                            (Principal Financial Officer)


  /s/ Jon D. Galvin
  --------------------------------------    Vice President--Controller
  Jon D. Galvin                             (Principal Accounting Officer)

                                       -5-

<PAGE>




  /s/ Douglas Y. Bech                       Director
  --------------------------------------
  Douglas Y. Bech



  /s/ G. Clyde Buck                         Director
  --------------------------------------
  G. Clyde Buck



  /s/ Paul B. Loyd, Jr.                     Director
  --------------------------------------
  Paul B. Loyd, Jr.



  /s/ James H. Lee                          Director
  --------------------------------------
  James H. Lee



  /s/ Carl W. Schafer                       Director
  --------------------------------------
  Carl W. Schafer





                                       -6-

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 17801}]
{"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": "333-36204", "film-number": "618521"}, "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"}]}
As filed with the Securities and Exchange Commission on May 3, 2000
                                          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

                        Employee Stock Option 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:

                          Christopher S. Collins
                          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                        1,200,000          $6.21875        $7,462,500         $1,970
=============================================  ================  ==================  ================  ==================
(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 May 1, 2000 on the New York Stock Exchange as reported in The
     Wall Street Journal on May 2, 2000.

===============================================================================
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  with  the   Securities   and  Exchange   Commission   (the
"Commission") 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, 1999.

     (b) The Company's Proxy Statement, filed with the Commission on March 27,
2000.

     (c) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000.

     (d) 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

                                       -2-
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 Employee Stock Option 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

                                       -3-
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.

                                       -4-
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 27th
  day of April, 2000.

                                FRONTIER OIL CORPORATION

                                 By:   /s/ Julie H. Edwards
                                       ---------------------------------------
                                       Julie H. Edwards
                                       Senior Vice President--Finance and Chief
                                       Financial Officer

                                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 27th day of April, 2000.

           Signature                                           Title

  /s/ James R. Gibbs
  --------------------------------------    Chairman of the Board, President,
  James R. Gibbs                            Chief Executive Officer and Director
                                            (Principal Executive Officer)

  /s/ Julie H. Edwards
  --------------------------------------    Senior Vice President--Finance and
  Julie H. Edwards                          Chief Financial Officer
                                            (Principal Financial Officer)

  /s/ Jon D. Galvin
  --------------------------------------    Vice President--Controller
  Jon D. Galvin                             (Principal Accounting Officer)

                                       -5-
/s/ Douglas Y. Bech                       Director
  --------------------------------------
  Douglas Y. Bech

  /s/ G. Clyde Buck                         Director
  --------------------------------------
  G. Clyde Buck

  /s/ Paul B. Loyd, Jr.                     Director
  --------------------------------------
  Paul B. Loyd, Jr.

  /s/ James H. Lee                          Director
  --------------------------------------
  James H. Lee

  /s/ Carl W. Schafer                       Director
  --------------------------------------
  Carl W. Schafer

                                       -6-