As filed with the Securities and Exchange Commission on September 11, 1997

                                            Registration Statement No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                   -----------

                      FORTUNE NATURAL RESOURCES CORPORATION
             (Exact Name of Registrant as specified in its charter)
                    (formerly Fortune Petroleum Corporation)

           Delaware                                      95-4114732
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                                                      Tyrone J. Fairbanks
                                           Fortune Natural Resources Corporation
 515 West Greens Road, Suite 720               515 West Greens Road, Suite 720
       Houston, Texas 77067                           Houston, Texas 77067
(Address, including zip code, and          (Name, address, including zip code,
 telephone number, including area code,     and telephone number, including area
 of registrant's principal executive        code of agent for service)
 office)

                                   Copies to:
                              Bruce L. Ashton, Esq.
                                 Reish & Luftman
                        11755 Wilshire Blvd., 10th Floor
                          Los Angeles, California 90025


        FORTUNE NATURAL RESOURCES CORPORATION 401(k) PROFIT SHARING PLAN
                            (Full title of the Plan)


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of Securities  Amount   Proposed Maximum   Proposed Maximum    Amount of
 to be Registered     to be    Offering Price   Aggregate Offering  Registration
                   Registered   Per Share(1)          Price              Fee
--------------------------------------------------------------------------------
  Common Stock      20,000        $2.00(2)           $40,000             $12
 $.01 par value    shares(2)
--------------------------------------------------------------------------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee.

(2)  Pursuant  to Rule  457(h) of the General  Rules and  Regulations  under the
     Securities  Act of 1933 as amended,  the proposed  offering price per share
     for the  401(k)  Profit  Sharing  Plan  shares is based  upon the prices of
     Common  Stock  used to  estimate  the number of Common  Stock  shares to be
     contributed to the Plan.


<PAGE>


                      FORTUNE NATURAL RESOURCES CORPORATION
                           401(k) PROFIT SHARING PLAN

                            General Plan Description
                                 September 1997


      This  Description  is  given to  eligible  employees  ("Participants")  of
Fortune  Natural  Resources   Corporation   ("Fortune"  or  the  "Company")  who
participate in a 401(k) Profit Sharing Plan (the "Plan") offered by the Company.
The Plan  allows for  discretionary  matching  on the part of the Company in the
form of  Fortune  common  stock  ("Common  Stock").  This  Description  provides
information   about  the  Plan  in  connection  with   Participant  and  Company
contributions.

      The terms and conditions of the Plan are  summarized in this  Description.
This  Description  is not intended as a substitute  for the Plan. For a complete
description of the Plan and the rights of Participants thereunder,  reference is
made to the Plan,  copies of which may be  obtained  from the  Secretary  of the
Company. For additional information about the Plan, contact:

                       Dean W. Drulias, Corporate Secretary
                       Fortune Natural Resources Corporation
                       One Commerce Green
                       515 W. Greens Road, Suite 720
                       Houston, Texas 77067
                       (281) 872-1170

General Plan Information

      The Plan gives eligible  Participants an opportunity to participate in the
Plan offered by the Company.  All  Participants  employed as of November 1, 1996
are  eligible to  participate  in the Plan except union and  non-resident  alien
employees.  Contributions  made by a Participant are allowed as of the first day
of the month  following  three months of service and the attainment of age 21. A
Participant  as of that date, may elect to defer a portion of his or her pre-tax
compensation  through a written  salary  reduction  agreement  with the Company.
Deferrals are subject to percentage and dollar amount  limitations  set forth by
the Internal  Revenue Service (IRS) and discussed in more detail in "Purchase of
Securities"  which appears below. The Company,  in its discretion,  may elect to
contribute Common Stock to a Participant's account.

      The Plan was adopted by the Company effective January 1, 1996. The Company
has no current intent to institute any modifications to the Plan.  Further,  the
Plan is subject to the reporting, disclosure and fiduciary requirements of Title
I of the Employee Retirement Income Security Act of 1974 ("ERISA").  The Plan is
governed and overseen by the Company.  The Company is the Plan Administrator and
responsible   for  operating  all  aspects  of  the  Plan.  To  facilitate   the
administration  of the Plan,  the Company  has  engaged the  services of a third
party  recordkeeper and a third party investment  counselor and asset custodian.
Participants are furnished annually with a report setting forth the total amount
of money and Common  Stock in the Plan as well as the specific  allocations  for
investments.

Purchase of Securities

      A  Participant  may elect to  commence  compensation  deferral at any time
after eligibility;  however,  changes in the amount of salary reduction may only
be made on January 1 or July 1 of each year.  Salary  reduction may be made on a
percentage  basis or dollar amount,  however the salary reduction amount may not
exceed  the  lesser of fifteen  percent  of income or  $9,500.  Compensation  is
limited to cash compensation,  which includes automobile allowances,  commission
and any bonuses received by a Participant.


                                       2
<PAGE>
      As stated above, the Company may elect to make discretionary contributions
of Common Stock to a  Participant's  account in the Plan.  It is  currently  the
Company's  intention  to  make  a  matching  contribution  equal  to  50%  of  a
Participant's  deferral  to the Plan in the form of  Company  stock,  subject to
limitations  imposed by the IRS.  This  policy is subject to change from time to
time  in  the  discretion  of  management  of the  Company.  The  amount  of the
contribution  is determined at the end of each calendar  year.  The price of any
Common Stock  contributed each year is determined by averaging the closing price
of the Company's  Common Stock of the  consolidated  market as quoted by AMEX on
the last day of trading for each month in such calendar  year.  Because the Plan
was  adopted by the Company  during the second  half of 1996,  the price used to
calculate the Common Stock shares  contribution by the Company for the 1996 Plan
year was the average  month-end  closing  price for the last six months of 1996.
The contribution is not limited to Company profits.

Resale Restrictions

      The  Common  Stock  contributed  by the  Company  may not be resold by the
Participant  until after the Participant's  account is fully vested.  Vesting is
discussed in more detail in "Forfeitures and Penalties" below. Additionally, the
offer and sale or any resale of Common Stock must be made in compliance with the
requirements  of the federal  and  applicable  state  securities  laws.  The net
proceeds  from the resale of any Common Stock at the  direction of a participant
will  remain in the  participant's  account  until the  participant  receives  a
distribution from the Plan.

Tax Effects of Plan Participation

      The  Plan  is  a  qualified  plan  under  Internal  Revenue  Code  401(a).
Participants  are not  taxed  on the  contributions  that are made by his or her
compensation  deferral or by Company  contributions  to the Plan. The Company is
entitled to a tax deduction for the Participant compensation deferral amount and
any Common Stock that is contributed to a Plan.  Neither the Participant nor the
Company  is  taxed  on  income   generated  by  the  Plan  until   distribution.
Distributions from the Plan are subject to a twenty percent federal  withholding
tax unless they are rolled over into an Individual  Retirement  Account (IRA) or
another  qualified  retirement plan in accordance with IRS  regulations.  If the
Participant  is under the age of 59 1/2, he or she pays a ten percent add on tax
for any amount distributed, subject to certain exceptions.

      Under certain  circumstances,  the Participant  shall pay additional taxes
based on the size of the  distribution.  If the Participant  owns more than five
percent of the  Company,  he or she must take  distributions  from the Plan upon
reaching the age of 70 1/2.  Such  distributions  are not eligible for roll over
into an IRA or another qualified retirement plan.

Investment Funds

      Each Participant has the sole authority to direct the investment of his or
her  contributions  to the Plan. As such,  the investment  responsibility  rests
solely with the  Participant  and the Company does not provide advice  regarding
investment  opportunities.  Merrill  Lynch  serves as an  investment  advisor by
providing   investment   counseling  and   information,   including   investment
prospectuses,  to the  Participants.  The  Participant  is  responsible  for all
brokerage fees charged by Merrill Lynch for handling the Participants'  account;
however,  all other  administrative and recordkeeping fees are currently paid by
the Company.

Distributions from the Plan; Assignment of Interest

      Distributions from the Plan are only allowed under limited  circumstances.
Distributions are allowed due to the financial hardship of the Participant.  The
Company follows the criteria set forth in the Internal Revenue Code to determine
financial    hardship.    Internal    Revenue    Code    Regulations    sections
1.401(k)-1(d)(2)(iv)  and   1.401(k)-1(d)-2(ii)(B),   allow  financial  hardship
distributions only for medical necessity,  downpayment for purchase of principal
residence,  payment of tuition at the college level for a spouse or child or the
need to  prevent  foreclosure  or  eviction  from  the  Participant's  principal
residence.

      A loan may be made to a Participant for no less than one thousand  dollars
and no  more  than  the  lesser  of  fifty  thousand  dollars  or one  half of a
Participant's vested interest in the Plan.

      Further,  a participant is prohibited  from  assigning,  hypothecating  or
creating a lien on his or her interest in the Plan.
                                       3
<PAGE>

Forfeitures and Penalties

      If a Participant  is  terminated  for any reason before he or she is fully
vested, any contribution of Common Stock made by the Company is forfeited.  Full
vesting occurs after two years of service to the Company.  A year of service for
vesting  purposes  starts on the date a  Participant  first  performs an hour of
service for the Company and each anniversary  thereafter.  To be credited with a
year of service,  a  Participant  must  complete at least one thousand  hours of
service.  If a  Participant  does not  complete at least one  thousand  hours of
service during a twelve-month  consecutive  period, it may result in a reduction
or denial or benefits under the Plan.

      Further, if the Plan is terminated by the Company due to bankruptcy of the
Company,  a general  assignment by the Company for the benefit of its creditors,
the dissolution of the business of the Company,  sale or transfer of the Company
to another business organization,  or the merger or consolidation of the Company
with another  business  organization,  then any unvested  contribution of Common
Stock made by the Company to a Participant's Plan is forfeited.

Information about the Company

      The Company  incorporates  by reference in this  Description the following
documents,  copies of which may be obtained without charge, upon written or oral
request,  from the Secretary of the Company shown on the cover page hereof:  (1)
the Company's Annual Report on Form 10-K/A for the year ended December 31, 1996,
and (2) Quarterly  Reports on Form 10-Q for the periods ended March 31, and June
30, 1997. In addition,  copies of all Plan documents are also available  without
charge, upon written or oral request, from the Secretary of the Company.


                                       4
<PAGE>

                             2 0 , 0 0 0 S H A R E S

                      FORTUNE NATURAL RESOURCES CORPORATION
                                  Common Stock
                                ($.01 par value)
                         ------------------------------

      The shares of the Common  Stock,  $.01 par value (the  "Common  Stock") of
Fortune Natural Resources  Corporation  ("Fortune" or the "Company")  covered by
this  prospectus  may be  offered  from  time  to time  by the  Fortune  Natural
Resources Corporation 401 (k) Profit Sharing Plan (the "Plan"). The Company will
not receive any proceeds from the sale of shares by the Plan.

      The Plan acquires the shares through discretionary  matching contributions
by the Company to the Plan.

      The  expenses  incurred in  registering  the Shares,  including  legal and
accounting  fees, will be paid by the Company.  To the knowledge of the Company,
the Plan has made no  arrangement  with any  brokerage  firm for the sale of the
shares. The Plan may be deemed to be an "underwriter"  within the meaning of the
Securities Act of 1933, as amended (the "Act").  Any  commissions  received by a
broker or dealer in  connection  with  resales of the shares may be deemed to be
underwriting  commissions or discounts under the Act. The Common Stock is listed
on the American Stock Exchange.  On September 10, 1997, the closing price of the
Common Stock on such Exchange was $1.75.

      The  shares of Common  Stock have not been  registered  for sale under the
securities  laws of any  state  or  other  jurisdiction  as of the  date of this
Prospectus. Brokers or dealers effecting transactions in the Common Stock should
confirm the registration of the Common Stock under the securities laws of states
in which such  transactions  occur or the  existence of an  exemption  from such
registration,  or should cause such registration to occur in connection with any
offer or sale of the Common Stock.

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

                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
                   DISAPPROVED BY THE SECURITIES AND EXCHANGE
                  COMMISSION NOR HAS THE COMMISSION PASSED UPON
                ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANY
                  REPRESENTATION TO THE CONTRARY IS A CRIMINAL
                                    OFFENSE.


--------------------------------------------------------------------------------
               Price to Public   Underwriting Discount   Proceeds to Company (1)
               ---------------   ---------------------   -----------------------
Per Share......   $  N/A                 N/A                       $  N/A
Total..........   $  N/A                 N/A                       $  N/A
--------------------------------------------------------------------------------

(1)   None.  All  proceeds  will  be  received  by  the  Plan.  The  account  of
      participants  in the  Plan  from  which  shares  are  sold  will  bear all
      commissions  payable to brokers or dealers in connection  with the sale of
      shares.  The  Company  will bear all costs of the  offering  estimated  at
      $9,000.
                         ------------------------------


                The date of this Prospectus is September 11, 1997


                                       1
<PAGE>

                             ADDITIONAL INFORMATION


      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act") and,  in  accordance
therewith,  files reports and other information with the Securities and Exchange
Commission (the "Commission").  Reports,  proxy and information statements filed
by the Company with the Commission pursuant to the informational requirements of
the Exchange Act may be inspected and copied at the public reference  facilities
maintained by the Commission,  at Room 1024, Judiciary Plaza Building, 450 Fifth
Street, N.W. Washington, D.C. 20549, and the Regional offices of the Commission:
75 Park Place,  14th Floor,  New York, New York 10007,  and  Kluczynski  Federal
Building, 230 South Dearborn Street, Room 3190, Chicago,  Illinois 60604. Copies
of such material may be obtained at prescribed  rates from the Public  Reference
Section of the Commission at Room 1025, Judiciary Plaza Building, 450 Fifth St.,
N.W. Washington, D.C. 20549.

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the  "Securities  Act"),  with  respect to the Common  Stock  being  registered
hereby. This Prospectus,  filed as part of the Registration Statement,  does not
contain all the  information  set forth in the  Registration  Statement  and the
exhibits and schedules  thereto,  certain portions of which have been omitted in
accordance  with the  rules  and  regulations  of the  Commission.  For  further
information with respect to the Company and the Common Stock,  reference is made
to the Registration  Statement and to the exhibits and schedules thereto,  which
may be inspected at the  Commission's  offices without charge or copies of which
may be  obtained  from the  Commission  upon  payment  of the  prescribed  fees.
Statements made in the Prospectus as to the contents of any contract,  agreement
or document  referred to are not  necessarily  complete,  and in each  instance,
reference  is made to the copy of such  contract or other  document  filed as an
exhibit to the Registration  Statement,  and each such statement is qualified in
its entirety by such reference.


                    INCORPORATION OF INFORMATION BY REFERENCE


      There is hereby  incorporated  by reference in this  Prospectus and made a
part hereof (1) the  Company's  Annual  Report on Form 10-K/A for the year ended
December 31, 1996, and (2) Quarterly Reports on Form 10-Q for the periods ending
March 31, and June 30, 1997.

      There is also hereby incorporated by reference in this Prospectus and made
a part  hereof  the  Company's  Registration  Statement  on Form  8-A  filed  on
September 13, 1993, which describes the Common Stock.

      All documents filed by the Company  pursuant to Sections 13(a),  13(c), 14
or 15(d) of the Exchange Act after the date of this  Prospectus and prior to the
termination  of  the  offering  of  the  Common  Stock  shall  be  deemed  to be
incorporated  by reference in this  Prospectus  and to be a part hereof from the
date of filing of such documents.

      Any statement  contained in a document  incorporated or to be incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or  superseded  for purposes of this  Prospectus  to the extent that a statement
contained herein modifies, supersedes or replaces such statement. Any statements
modified or superseded shall not be deemed, except as modified or superseded, to
constitute a part of this Prospectus.

      No   person  is   authorized   to  give  any   information   or  make  any
representations  other than those  contained in the Prospectus  and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company.  This Prospectus does not constitute an offer to sell
or a solicitation  of an offer to buy any  securities  other than the registered
shares to which it relates or an offer to sell or a solicitation  of an offer to
buy such securities in any  circumstances in which such offer or solicitation is
unlawful.  Neither the delivery of this  Prospectus  nor any sale made hereunder
shall,  under any  circumstances,  create any implication that there has been no
change  in the  affairs  of the  Company  since  the  date  hereof  or that  the
information contained herein is correct as of any time subsequent to its date.

                                       2
<PAGE>

                                   THE COMPANY


      Fortune is an independent public oil and natural gas company whose primary
focus is on  exploration  for and  development  of domestic  oil and natural gas
properties.  The Company's principal properties are located onshore and offshore
Louisiana and Texas.

      During  1995,  the  Company  implemented  a  program  of  exploration  for
significant oil and natural gas reserves using  state-of-the-art  3D seismic and
computer-aided  exploration (CAEX) technology. The Company believes that the use
of 3D seismic and CAEX  technology  provides  more  accurate  and  comprehensive
geological data for evaluation of drilling prospects than 2D evaluation methods.
Since  early  1995,  the Company has  acquired,  with other  industry  partners,
interests in over 25 oil and gas prospects in the Louisiana and Texas Gulf Coast
regions  which  are in  various  stages of  evaluation  and  acquisition  and is
continually evaluating other 3D and 2D exploration projects.

      The Company also seeks to take advantage of attractive acquisition targets
which will enable it to acquire reserves at an attractive  price. In furtherance
of that  objective,  on December 11,  1995,  the Company  purchased  for cash an
interest  in the South  Timbalier  Block 76, a  producing  oil and gas  property
located in the Gulf of Mexico offshore Louisiana.

      The Company's  principal  executive offices are located at 515 West Greens
Road, Suite 720,  Houston,  Texas 77067. Its telephone number at that address is
(281) 872-1170.


                                 USE OF PROCEEDS


      The shares  which are the  subject of this  Prospectus  may be offered and
sold from time to time by the Plan,  and the Company will not receive any of the
proceeds of such sales.  The Company  agreed to bear all expenses of registering
such shares, including legal, accounting and printing costs estimated at $9,000.


                              PLAN OF DISTRIBUTION


      The Plan may offer and sell shares  pursuant to this  Prospectus from time
to time on the  American  Stock  Exchange  or  through  individually  negotiated
transactions or in other ways. The Company is not aware of any agreements  which
may have been entered into by the Plan with  brokers,  dealers or third  parties
for the offer or sale of any shares. Except as noted below, the Company will not
be a party to any such  agreements nor will it participate in the negotiation or
consummation  of any such  agreements or the offer and sale of any of the shares
covered by this Prospectus.

      Sales of shares by the Plan will be  subject to the  restrictions  of Rule
144 under the  Securities  Act of 1933, as amended  (which,  among other things,
limits the amount of shares which may be disposed of in any calendar  quarter to
1% of the Company's  outstanding  shares or currently  about 121,075 shares each
quarter).

      At the date of this  Prospectus,  the Plan owns 4,835 shares  allocated to
the account of five participants of the Plan. It is anticipated that the Company
may  contribute  up to 15,165  additional  shares of Common Stock to the Plan in
connection with participant deferrals during the 1997 Plan year.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to the Company,  the Company has been informed 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.


                                       3
<PAGE>
                                  LEGAL MATTERS


      Certain  legal  matters  in  connection   with  this  Prospectus  and  the
registration  of the Common Stock have been passed upon for the Company by Reish
& Luftman, Los Angeles, California.


                                     EXPERTS


      The  financial   statements  of  Fortune  Natural  Resources   Corporation
(formerly,  Fortune Petroleum Corporation) as of December 31, 1996 and 1995, and
for each of the years in the  three-year  period ended  December 31, 1996,  have
been  incorporated  by  reference  herein and in the  registration  statement in
reliance upon the report of KPMG Peat Marwick LLP, independent  certified public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing.

      The  report of KPMG Peat  Marwick  LLP  covering  the  December  31,  1996
financial  statements  refers to a change from the successful  efforts method to
the full cost method of accounting for oil and gas properties.


                                       4
<PAGE>

=======================================
              TABLE OF CONTENTS

                                  Page
                                  ----

Cover Page                          1

Additional Information              2

Incorporation of Information
  By Reference                      2

The Company                         3

Use of Proceeds                     3

Plan of Distribution                3

Legal Matters                       4

Experts                             4


=======================================

<PAGE>

=======================================

             20,000 Shares

              COMMON STOCK
           ($.01 Par Value)






 FORTUNE NATURAL RESOURCES CORPORATION

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

         P R O S P E C T U S
             ------------



          September 11, 1997




=======================================

<PAGE>

                                     PART II


                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Documents by Reference.

         There is hereby incorporated by reference in this Prospectus and made a
part hereof (1) the  Company's  Annual  Report on Form 10-K/A for the year ended
December 31, 1996, and (2) Quarterly Reports on Form 10-Q for the periods ending
March 31, and June 30, 1997.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the  Exchange Act after the date of this  Registration  Statement
and prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

         Any  statement   contained  in  a  document   incorporated   or  to  be
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent that a statement  contained herein modifies,  supersedes or replaces such
statement.  Any statements modified or superseded shall not be deemed, except as
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Section  145  of the  Delaware  General  Corporation  Law  permits  the
indemnification  of  officers,  directors,  employees  and  agents  of  Delaware
corporations. The Certificate of Incorporation and Bylaws of the Company provide
that the corporation  shall,  to the fullest extent  permitted by Section 145 of
the General  Corporation  Law of the State of Delaware as it may be amended from
time to time,  indemnify  and hold harmless each person who was or is a party or
is  threatened  to be made a party  to or is  involved  in any  action,  suit or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
whom he or she is a legal representative, is or was a director or officer of the
Company or is or was serving at the request of the Company as director, officer,
employee or agent of another  corporation  or of a  partnership,  joint venture,
trust or other  enterprise,  including  service with respect to employee benefit
plans,  whether the basis of such proceeding is alleged action or inaction in an
official capacity or in any other capacity while serving as a director, officer,
employee or agent, against all costs, charges, expenses,  liabilities and losses
(including  attorney's  fees,  judgments,  fines,  excise taxes or penalties and
amounts  paid or to be paid in  settlement)  reasonably  incurred or suffered by
such person in connection therewith,  and such indemnification shall continue as
to person who has ceased to be a director,  officer, employee or agent and shall
inure to the benefit of his or her heirs, executors and administrators.

Item 7.  Exemption from Registration Claimed.

         Not applicable.


                                      S-1
<PAGE>

Item 8.  Exhibits.

          5.1  Opinion of Reish & Luftman  regarding  legality of  securities
               (filed herewith).

         24.1  Consent of Reish & Luftman (included in Exhibit 5.1).

         24.2  Consents of KPMG Peat Marwick LLP (filed herewith).

         25.1  Power of Attorney (included in the signature page of this 
               Registration Statement).

Item 9.  Undertakings.

The undersigned registrant hereby undertakes:

         (a) (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;

                  (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  (1)(i) and (1)(ii) 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 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 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.

             (4) (b) The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                      S-2
<PAGE>

         (h)  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 of  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit of
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 a  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.


                                      S-3
<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 Houston, State of Texas, on September 11, 1997.

                                   Fortune Natural Resources Corporation


                                   By:  /s/ Tyrone J. Fairbanks
                                        ----------------------------------------
                                        Tyrone J. Fairbanks
                                        President, Chief Executive Officer
                                          and Director


                                   By:  /s/ J. Michael Urban
                                        ----------------------------------------
                                        J. Michael Urban
                                        Vice President, Chief Financial Officer
                                          and Chief Accounting Officer

                                POWER OF ATTORNEY

      Each person whose signature  appears below constitutes and appoints Tyrone
J.  Fairbanks  and Dean W.  Drulias,  and each of them,  as his true and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any or
all  amendments  (including  post-effective  amendments)  to  this  Registration
Statement,  and to file the same, with all exhibits hereto,  and other documents
in connection  therewith,  with the Securities and Exchange  Commission granting
unto  said  attorney-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  foregoing,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact and agent, or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.

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

        Signature                        Title                       Date
        ---------                        -----                       ----

/s/ Tyrone J. Fairbanks       President, Chief Executive      September 11, 1997
------------------------      Officer, and Director
Tyrone J. Fairbanks


/s/ Dean W. Drulias           Executive Vice President,
------------------------      General Counsel, Corporate      September 11, 1997
Dean W. Drulias               Secretary and Director


/s/ Graham S. Folsom          Director                        September 11, 1997
------------------------
Graham S. Folsom


/s/ William T. Walker, Jr.    Director                        September 11, 1997
------------------------
William T. Walker, Jr.


/s/ Barry Feiner              Director                        September 11, 1997
------------------------
Barry Feiner


/s/ Gary Gelman               Director                        September 11, 1997
------------------------
Gary Gelman


/s/ D. R. Shaughnessy         Director                        September 11, 1997
------------------------
D. R. Shaughnessy

                                      S-4
<PAGE>


                                   SIGNATURES


      Pursuant to the  requirements  of the Securities Act of 1933, the trustees
have duly caused this Registration Statement to be signed on their behalf by the
undersigned,  thereunto duly authorized, in the City of Houston, State of Texas,
on September 11, 1997.

                                   Fortune Natural Resources Corporation
                                     401(k) Profit Sharing Plan



                                   By:  /s/ Dean W. Drulias
                                        ----------------------------------------
                                        Dean W. Drulias
                                        Trustee


                                   By:  /s/ J. Michael Urban
                                        ----------------------------------------
                                        J. Michael Urban
                                        Trustee



                                      S-5
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 39987}]
{"company-data": {"conformed-name": "FORTUNE NATURAL RESOURCES CORP", "cik": "0000038242", "assigned-sic": "1311", "irs-number": "954144732", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35417", "film-number": "97679068"}, "business-address": {"street1": "515 WEST GREENS ROAD", "street2": "SUITE 720", "city": "HOUSTON", "state": "TX", "zip": "77067", "phone": "7138721170"}, "mail-address": {"street1": "515 WEST GREENS ROAD", "street2": "SUITE 720", "city": "HOUSTON", "state": "TX", "zip": "77067"}, "former-company": {"former-conformed-name": "FORTUNE PETROLEUM CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on September 11, 1997

                                            Registration Statement No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                   -----------

                      FORTUNE NATURAL RESOURCES CORPORATION
             (Exact Name of Registrant as specified in its charter)
                    (formerly Fortune Petroleum Corporation)

           Delaware                                      95-4114732
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                                                      Tyrone J. Fairbanks
                                           Fortune Natural Resources Corporation
 515 West Greens Road, Suite 720               515 West Greens Road, Suite 720
       Houston, Texas 77067                           Houston, Texas 77067
(Address, including zip code, and          (Name, address, including zip code,
 telephone number, including area code,     and telephone number, including area
 of registrant's principal executive        code of agent for service)
 office)

                                   Copies to:
                              Bruce L. Ashton, Esq.
                                 Reish & Luftman
                        11755 Wilshire Blvd., 10th Floor
                          Los Angeles, California 90025

        FORTUNE NATURAL RESOURCES CORPORATION 401(k) PROFIT SHARING PLAN
                            (Full title of the Plan)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of Securities  Amount   Proposed Maximum   Proposed Maximum    Amount of
 to be Registered     to be    Offering Price   Aggregate Offering  Registration
                   Registered   Per Share(1)          Price              Fee
--------------------------------------------------------------------------------
  Common Stock      20,000        $2.00(2)           $40,000             $12
 $.01 par value    shares(2)
--------------------------------------------------------------------------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee.

(2)  Pursuant  to Rule  457(h) of the General  Rules and  Regulations  under the
     Securities  Act of 1933 as amended,  the proposed  offering price per share
     for the  401(k)  Profit  Sharing  Plan  shares is based  upon the prices of
     Common  Stock  used to  estimate  the number of Common  Stock  shares to be
     contributed to the Plan.
FORTUNE NATURAL RESOURCES CORPORATION
                           401(k) PROFIT SHARING PLAN

                            General Plan Description
                                 September 1997

      This  Description  is  given to  eligible  employees  ("Participants")  of
Fortune  Natural  Resources   Corporation   ("Fortune"  or  the  "Company")  who
participate in a 401(k) Profit Sharing Plan (the "Plan") offered by the Company.
The Plan  allows for  discretionary  matching  on the part of the Company in the
form of  Fortune  common  stock  ("Common  Stock").  This  Description  provides
information   about  the  Plan  in  connection  with   Participant  and  Company
contributions.

      The terms and conditions of the Plan are  summarized in this  Description.
This  Description  is not intended as a substitute  for the Plan. For a complete
description of the Plan and the rights of Participants thereunder,  reference is
made to the Plan,  copies of which may be  obtained  from the  Secretary  of the
Company. For additional information about the Plan, contact:

                       Dean W. Drulias, Corporate Secretary
                       Fortune Natural Resources Corporation
                       One Commerce Green
                       515 W. Greens Road, Suite 720
                       Houston, Texas 77067
                       (281) 872-1170

General Plan Information

      The Plan gives eligible  Participants an opportunity to participate in the
Plan offered by the Company.  All  Participants  employed as of November 1, 1996
are  eligible to  participate  in the Plan except union and  non-resident  alien
employees.  Contributions  made by a Participant are allowed as of the first day
of the month  following  three months of service and the attainment of age 21. A
Participant  as of that date, may elect to defer a portion of his or her pre-tax
compensation  through a written  salary  reduction  agreement  with the Company.
Deferrals are subject to percentage and dollar amount  limitations  set forth by
the Internal  Revenue Service (IRS) and discussed in more detail in "Purchase of
Securities"  which appears below. The Company,  in its discretion,  may elect to
contribute Common Stock to a Participant's account.

      The Plan was adopted by the Company effective January 1, 1996. The Company
has no current intent to institute any modifications to the Plan.  Further,  the
Plan is subject to the reporting, disclosure and fiduciary requirements of Title
I of the Employee Retirement Income Security Act of 1974 ("ERISA").  The Plan is
governed and overseen by the Company.  The Company is the Plan Administrator and
responsible   for  operating  all  aspects  of  the  Plan.  To  facilitate   the
administration  of the Plan,  the Company  has  engaged the  services of a third
party  recordkeeper and a third party investment  counselor and asset custodian.
Participants are furnished annually with a report setting forth the total amount
of money and Common  Stock in the Plan as well as the specific  allocations  for
investments.

Purchase of Securities

      A  Participant  may elect to  commence  compensation  deferral at any time
after eligibility;  however,  changes in the amount of salary reduction may only
be made on January 1 or July 1 of each year.  Salary  reduction may be made on a
percentage  basis or dollar amount,  however the salary reduction amount may not
exceed  the  lesser of fifteen  percent  of income or  $9,500.  Compensation  is
limited to cash compensation,  which includes automobile allowances,  commission
and any bonuses received by a Participant.

                                       2
As stated above, the Company may elect to make discretionary contributions
of Common Stock to a  Participant's  account in the Plan.  It is  currently  the
Company's  intention  to  make  a  matching  contribution  equal  to  50%  of  a
Participant's  deferral  to the Plan in the form of  Company  stock,  subject to
limitations  imposed by the IRS.  This  policy is subject to change from time to
time  in  the  discretion  of  management  of the  Company.  The  amount  of the
contribution  is determined at the end of each calendar  year.  The price of any
Common Stock  contributed each year is determined by averaging the closing price
of the Company's  Common Stock of the  consolidated  market as quoted by AMEX on
the last day of trading for each month in such calendar  year.  Because the Plan
was  adopted by the Company  during the second  half of 1996,  the price used to
calculate the Common Stock shares  contribution by the Company for the 1996 Plan
year was the average  month-end  closing  price for the last six months of 1996.
The contribution is not limited to Company profits.

Resale Restrictions

      The  Common  Stock  contributed  by the  Company  may not be resold by the
Participant  until after the Participant's  account is fully vested.  Vesting is
discussed in more detail in "Forfeitures and Penalties" below. Additionally, the
offer and sale or any resale of Common Stock must be made in compliance with the
requirements  of the federal  and  applicable  state  securities  laws.  The net
proceeds  from the resale of any Common Stock at the  direction of a participant
will  remain in the  participant's  account  until the  participant  receives  a
distribution from the Plan.

Tax Effects of Plan Participation

      The  Plan  is  a  qualified  plan  under  Internal  Revenue  Code  401(a).
Participants  are not  taxed  on the  contributions  that are made by his or her
compensation  deferral or by Company  contributions  to the Plan. The Company is
entitled to a tax deduction for the Participant compensation deferral amount and
any Common Stock that is contributed to a Plan.  Neither the Participant nor the
Company  is  taxed  on  income   generated  by  the  Plan  until   distribution.
Distributions from the Plan are subject to a twenty percent federal  withholding
tax unless they are rolled over into an Individual  Retirement  Account (IRA) or
another  qualified  retirement plan in accordance with IRS  regulations.  If the
Participant  is under the age of 59 1/2, he or she pays a ten percent add on tax
for any amount distributed, subject to certain exceptions.

      Under certain  circumstances,  the Participant  shall pay additional taxes
based on the size of the  distribution.  If the Participant  owns more than five
percent of the  Company,  he or she must take  distributions  from the Plan upon
reaching the age of 70 1/2.  Such  distributions  are not eligible for roll over
into an IRA or another qualified retirement plan.

Investment Funds

      Each Participant has the sole authority to direct the investment of his or
her  contributions  to the Plan. As such,  the investment  responsibility  rests
solely with the  Participant  and the Company does not provide advice  regarding
investment  opportunities.  Merrill  Lynch  serves as an  investment  advisor by
providing   investment   counseling  and   information,   including   investment
prospectuses,  to the  Participants.  The  Participant  is  responsible  for all
brokerage fees charged by Merrill Lynch for handling the Participants'  account;
however,  all other  administrative and recordkeeping fees are currently paid by
the Company.

Distributions from the Plan; Assignment of Interest

      Distributions from the Plan are only allowed under limited  circumstances.
Distributions are allowed due to the financial hardship of the Participant.  The
Company follows the criteria set forth in the Internal Revenue Code to determine
financial    hardship.    Internal    Revenue    Code    Regulations    sections
1.401(k)-1(d)(2)(iv)  and   1.401(k)-1(d)-2(ii)(B),   allow  financial  hardship
distributions only for medical necessity,  downpayment for purchase of principal
residence,  payment of tuition at the college level for a spouse or child or the
need to  prevent  foreclosure  or  eviction  from  the  Participant's  principal
residence.

      A loan may be made to a Participant for no less than one thousand  dollars
and no  more  than  the  lesser  of  fifty  thousand  dollars  or one  half of a
Participant's vested interest in the Plan.

      Further,  a participant is prohibited  from  assigning,  hypothecating  or
creating a lien on his or her interest in the Plan.
                                       3
Forfeitures and Penalties

      If a Participant  is  terminated  for any reason before he or she is fully
vested, any contribution of Common Stock made by the Company is forfeited.  Full
vesting occurs after two years of service to the Company.  A year of service for
vesting  purposes  starts on the date a  Participant  first  performs an hour of
service for the Company and each anniversary  thereafter.  To be credited with a
year of service,  a  Participant  must  complete at least one thousand  hours of
service.  If a  Participant  does not  complete at least one  thousand  hours of
service during a twelve-month  consecutive  period, it may result in a reduction
or denial or benefits under the Plan.

      Further, if the Plan is terminated by the Company due to bankruptcy of the
Company,  a general  assignment by the Company for the benefit of its creditors,
the dissolution of the business of the Company,  sale or transfer of the Company
to another business organization,  or the merger or consolidation of the Company
with another  business  organization,  then any unvested  contribution of Common
Stock made by the Company to a Participant's Plan is forfeited.

Information about the Company

      The Company  incorporates  by reference in this  Description the following
documents,  copies of which may be obtained without charge, upon written or oral
request,  from the Secretary of the Company shown on the cover page hereof:  (1)
the Company's Annual Report on Form 10-K/A for the year ended December 31, 1996,
and (2) Quarterly  Reports on Form 10-Q for the periods ended March 31, and June
30, 1997. In addition,  copies of all Plan documents are also available  without
charge, upon written or oral request, from the Secretary of the Company.

                                       4
2 0 , 0 0 0 S H A R E S

                      FORTUNE NATURAL RESOURCES CORPORATION
                                  Common Stock
                                ($.01 par value)
                         ------------------------------

      The shares of the Common  Stock,  $.01 par value (the  "Common  Stock") of
Fortune Natural Resources  Corporation  ("Fortune" or the "Company")  covered by
this  prospectus  may be  offered  from  time  to time  by the  Fortune  Natural
Resources Corporation 401 (k) Profit Sharing Plan (the "Plan"). The Company will
not receive any proceeds from the sale of shares by the Plan.

      The Plan acquires the shares through discretionary  matching contributions
by the Company to the Plan.

      The  expenses  incurred in  registering  the Shares,  including  legal and
accounting  fees, will be paid by the Company.  To the knowledge of the Company,
the Plan has made no  arrangement  with any  brokerage  firm for the sale of the
shares. The Plan may be deemed to be an "underwriter"  within the meaning of the
Securities Act of 1933, as amended (the "Act").  Any  commissions  received by a
broker or dealer in  connection  with  resales of the shares may be deemed to be
underwriting  commissions or discounts under the Act. The Common Stock is listed
on the American Stock Exchange.  On September 10, 1997, the closing price of the
Common Stock on such Exchange was $1.75.

      The  shares of Common  Stock have not been  registered  for sale under the
securities  laws of any  state  or  other  jurisdiction  as of the  date of this
Prospectus. Brokers or dealers effecting transactions in the Common Stock should
confirm the registration of the Common Stock under the securities laws of states
in which such  transactions  occur or the  existence of an  exemption  from such
registration,  or should cause such registration to occur in connection with any
offer or sale of the Common Stock.

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

                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
                   DISAPPROVED BY THE SECURITIES AND EXCHANGE
                  COMMISSION NOR HAS THE COMMISSION PASSED UPON
                ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANY
                  REPRESENTATION TO THE CONTRARY IS A CRIMINAL
                                    OFFENSE.

--------------------------------------------------------------------------------
               Price to Public   Underwriting Discount   Proceeds to Company (1)
               ---------------   ---------------------   -----------------------
Per Share......   $  N/A                 N/A                       $  N/A
Total..........   $  N/A                 N/A                       $  N/A
--------------------------------------------------------------------------------

(1)   None.  All  proceeds  will  be  received  by  the  Plan.  The  account  of
      participants  in the  Plan  from  which  shares  are  sold  will  bear all
      commissions  payable to brokers or dealers in connection  with the sale of
      shares.  The  Company  will bear all costs of the  offering  estimated  at
      $9,000.
                         ------------------------------

                The date of this Prospectus is September 11, 1997

                                       1
ADDITIONAL INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act") and,  in  accordance
therewith,  files reports and other information with the Securities and Exchange
Commission (the "Commission").  Reports,  proxy and information statements filed
by the Company with the Commission pursuant to the informational requirements of
the Exchange Act may be inspected and copied at the public reference  facilities
maintained by the Commission,  at Room 1024, Judiciary Plaza Building, 450 Fifth
Street, N.W. Washington, D.C. 20549, and the Regional offices of the Commission:
75 Park Place,  14th Floor,  New York, New York 10007,  and  Kluczynski  Federal
Building, 230 South Dearborn Street, Room 3190, Chicago,  Illinois 60604. Copies
of such material may be obtained at prescribed  rates from the Public  Reference
Section of the Commission at Room 1025, Judiciary Plaza Building, 450 Fifth St.,
N.W. Washington, D.C. 20549.

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the  "Securities  Act"),  with  respect to the Common  Stock  being  registered
hereby. This Prospectus,  filed as part of the Registration Statement,  does not
contain all the  information  set forth in the  Registration  Statement  and the
exhibits and schedules  thereto,  certain portions of which have been omitted in
accordance  with the  rules  and  regulations  of the  Commission.  For  further
information with respect to the Company and the Common Stock,  reference is made
to the Registration  Statement and to the exhibits and schedules thereto,  which
may be inspected at the  Commission's  offices without charge or copies of which
may be  obtained  from the  Commission  upon  payment  of the  prescribed  fees.
Statements made in the Prospectus as to the contents of any contract,  agreement
or document  referred to are not  necessarily  complete,  and in each  instance,
reference  is made to the copy of such  contract or other  document  filed as an
exhibit to the Registration  Statement,  and each such statement is qualified in
its entirety by such reference.

                    INCORPORATION OF INFORMATION BY REFERENCE

      There is hereby  incorporated  by reference in this  Prospectus and made a
part hereof (1) the  Company's  Annual  Report on Form 10-K/A for the year ended
December 31, 1996, and (2) Quarterly Reports on Form 10-Q for the periods ending
March 31, and June 30, 1997.

      There is also hereby incorporated by reference in this Prospectus and made
a part  hereof  the  Company's  Registration  Statement  on Form  8-A  filed  on
September 13, 1993, which describes the Common Stock.

      All documents filed by the Company  pursuant to Sections 13(a),  13(c), 14
or 15(d) of the Exchange Act after the date of this  Prospectus and prior to the
termination  of  the  offering  of  the  Common  Stock  shall  be  deemed  to be
incorporated  by reference in this  Prospectus  and to be a part hereof from the
date of filing of such documents.

      Any statement  contained in a document  incorporated or to be incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or  superseded  for purposes of this  Prospectus  to the extent that a statement
contained herein modifies, supersedes or replaces such statement. Any statements
modified or superseded shall not be deemed, except as modified or superseded, to
constitute a part of this Prospectus.

      No   person  is   authorized   to  give  any   information   or  make  any
representations  other than those  contained in the Prospectus  and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company.  This Prospectus does not constitute an offer to sell
or a solicitation  of an offer to buy any  securities  other than the registered
shares to which it relates or an offer to sell or a solicitation  of an offer to
buy such securities in any  circumstances in which such offer or solicitation is
unlawful.  Neither the delivery of this  Prospectus  nor any sale made hereunder
shall,  under any  circumstances,  create any implication that there has been no
change  in the  affairs  of the  Company  since  the  date  hereof  or that  the
information contained herein is correct as of any time subsequent to its date.

                                       2
THE COMPANY

      Fortune is an independent public oil and natural gas company whose primary
focus is on  exploration  for and  development  of domestic  oil and natural gas
properties.  The Company's principal properties are located onshore and offshore
Louisiana and Texas.

      During  1995,  the  Company  implemented  a  program  of  exploration  for
significant oil and natural gas reserves using  state-of-the-art  3D seismic and
computer-aided  exploration (CAEX) technology. The Company believes that the use
of 3D seismic and CAEX  technology  provides  more  accurate  and  comprehensive
geological data for evaluation of drilling prospects than 2D evaluation methods.
Since  early  1995,  the Company has  acquired,  with other  industry  partners,
interests in over 25 oil and gas prospects in the Louisiana and Texas Gulf Coast
regions  which  are in  various  stages of  evaluation  and  acquisition  and is
continually evaluating other 3D and 2D exploration projects.

      The Company also seeks to take advantage of attractive acquisition targets
which will enable it to acquire reserves at an attractive  price. In furtherance
of that  objective,  on December 11,  1995,  the Company  purchased  for cash an
interest  in the South  Timbalier  Block 76, a  producing  oil and gas  property
located in the Gulf of Mexico offshore Louisiana.

      The Company's  principal  executive offices are located at 515 West Greens
Road, Suite 720,  Houston,  Texas 77067. Its telephone number at that address is
(281) 872-1170.

                                 USE OF PROCEEDS

      The shares  which are the  subject of this  Prospectus  may be offered and
sold from time to time by the Plan,  and the Company will not receive any of the
proceeds of such sales.  The Company  agreed to bear all expenses of registering
such shares, including legal, accounting and printing costs estimated at $9,000.

                              PLAN OF DISTRIBUTION

      The Plan may offer and sell shares  pursuant to this  Prospectus from time
to time on the  American  Stock  Exchange  or  through  individually  negotiated
transactions or in other ways. The Company is not aware of any agreements  which
may have been entered into by the Plan with  brokers,  dealers or third  parties
for the offer or sale of any shares. Except as noted below, the Company will not
be a party to any such  agreements nor will it participate in the negotiation or
consummation  of any such  agreements or the offer and sale of any of the shares
covered by this Prospectus.

      Sales of shares by the Plan will be  subject to the  restrictions  of Rule
144 under the  Securities  Act of 1933, as amended  (which,  among other things,
limits the amount of shares which may be disposed of in any calendar  quarter to
1% of the Company's  outstanding  shares or currently  about 121,075 shares each
quarter).

      At the date of this  Prospectus,  the Plan owns 4,835 shares  allocated to
the account of five participants of the Plan. It is anticipated that the Company
may  contribute  up to 15,165  additional  shares of Common Stock to the Plan in
connection with participant deferrals during the 1997 Plan year.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to the Company,  the Company has been informed 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.

                                       3
LEGAL MATTERS

      Certain  legal  matters  in  connection   with  this  Prospectus  and  the
registration  of the Common Stock have been passed upon for the Company by Reish
& Luftman, Los Angeles, California.

                                     EXPERTS

      The  financial   statements  of  Fortune  Natural  Resources   Corporation
(formerly,  Fortune Petroleum Corporation) as of December 31, 1996 and 1995, and
for each of the years in the  three-year  period ended  December 31, 1996,  have
been  incorporated  by  reference  herein and in the  registration  statement in
reliance upon the report of KPMG Peat Marwick LLP, independent  certified public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing.

      The  report of KPMG Peat  Marwick  LLP  covering  the  December  31,  1996
financial  statements  refers to a change from the successful  efforts method to
the full cost method of accounting for oil and gas properties.

                                       4
=======================================
              TABLE OF CONTENTS

                                  Page
                                  ----

Cover Page                          1

Additional Information              2

Incorporation of Information
  By Reference                      2

The Company                         3

Use of Proceeds                     3

Plan of Distribution                3

Legal Matters                       4

Experts                             4

=======================================
=======================================

             20,000 Shares

              COMMON STOCK
           ($.01 Par Value)

 FORTUNE NATURAL RESOURCES CORPORATION

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

         P R O S P E C T U S
             ------------

          September 11, 1997

=======================================
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

         There is hereby incorporated by reference in this Prospectus and made a
part hereof (1) the  Company's  Annual  Report on Form 10-K/A for the year ended
December 31, 1996, and (2) Quarterly Reports on Form 10-Q for the periods ending
March 31, and June 30, 1997.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the  Exchange Act after the date of this  Registration  Statement
and prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

         Any  statement   contained  in  a  document   incorporated   or  to  be
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent that a statement  contained herein modifies,  supersedes or replaces such
statement.  Any statements modified or superseded shall not be deemed, except as
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Section  145  of the  Delaware  General  Corporation  Law  permits  the
indemnification  of  officers,  directors,  employees  and  agents  of  Delaware
corporations. The Certificate of Incorporation and Bylaws of the Company provide
that the corporation  shall,  to the fullest extent  permitted by Section 145 of
the General  Corporation  Law of the State of Delaware as it may be amended from
time to time,  indemnify  and hold harmless each person who was or is a party or
is  threatened  to be made a party  to or is  involved  in any  action,  suit or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
whom he or she is a legal representative, is or was a director or officer of the
Company or is or was serving at the request of the Company as director, officer,
employee or agent of another  corporation  or of a  partnership,  joint venture,
trust or other  enterprise,  including  service with respect to employee benefit
plans,  whether the basis of such proceeding is alleged action or inaction in an
official capacity or in any other capacity while serving as a director, officer,
employee or agent, against all costs, charges, expenses,  liabilities and losses
(including  attorney's  fees,  judgments,  fines,  excise taxes or penalties and
amounts  paid or to be paid in  settlement)  reasonably  incurred or suffered by
such person in connection therewith,  and such indemnification shall continue as
to person who has ceased to be a director,  officer, employee or agent and shall
inure to the benefit of his or her heirs, executors and administrators.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      S-1
Item 8.  Exhibits.

          5.1  Opinion of Reish & Luftman  regarding  legality of  securities
               (filed herewith).

         24.1  Consent of Reish & Luftman (included in Exhibit 5.1).

         24.2  Consents of KPMG Peat Marwick LLP (filed herewith).

         25.1  Power of Attorney (included in the signature page of this 
               Registration Statement).

Item 9.  Undertakings.

The undersigned registrant hereby undertakes:

         (a) (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;

                  (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  (1)(i) and (1)(ii) 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 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 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.

             (4) (b) The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      S-2
(h)  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 of  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit of
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 a  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.

                                      S-3
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 Houston, State of Texas, on September 11, 1997.

                                   Fortune Natural Resources Corporation

                                   By:  /s/ Tyrone J. Fairbanks
                                        ----------------------------------------
                                        Tyrone J. Fairbanks
                                        President, Chief Executive Officer
                                          and Director

                                   By:  /s/ J. Michael Urban
                                        ----------------------------------------
                                        J. Michael Urban
                                        Vice President, Chief Financial Officer
                                          and Chief Accounting Officer

                                POWER OF ATTORNEY

      Each person whose signature  appears below constitutes and appoints Tyrone
J.  Fairbanks  and Dean W.  Drulias,  and each of them,  as his true and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any or
all  amendments  (including  post-effective  amendments)  to  this  Registration
Statement,  and to file the same, with all exhibits hereto,  and other documents
in connection  therewith,  with the Securities and Exchange  Commission granting
unto  said  attorney-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  foregoing,  as fully to all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact and agent, or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.

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

        Signature                        Title                       Date
        ---------                        -----                       ----

/s/ Tyrone J. Fairbanks       President, Chief Executive      September 11, 1997
------------------------      Officer, and Director
Tyrone J. Fairbanks

/s/ Dean W. Drulias           Executive Vice President,
------------------------      General Counsel, Corporate      September 11, 1997
Dean W. Drulias               Secretary and Director

/s/ Graham S. Folsom          Director                        September 11, 1997
------------------------
Graham S. Folsom

/s/ William T. Walker, Jr.    Director                        September 11, 1997
------------------------
William T. Walker, Jr.

/s/ Barry Feiner              Director                        September 11, 1997
------------------------
Barry Feiner

/s/ Gary Gelman               Director                        September 11, 1997
------------------------
Gary Gelman

/s/ D. R. Shaughnessy         Director                        September 11, 1997
------------------------
D. R. Shaughnessy

                                      S-4
SIGNATURES

      Pursuant to the  requirements  of the Securities Act of 1933, the trustees
have duly caused this Registration Statement to be signed on their behalf by the
undersigned,  thereunto duly authorized, in the City of Houston, State of Texas,
on September 11, 1997.

                                   Fortune Natural Resources Corporation
                                     401(k) Profit Sharing Plan

                                   By:  /s/ Dean W. Drulias
                                        ----------------------------------------
                                        Dean W. Drulias
                                        Trustee

                                   By:  /s/ J. Michael Urban
                                        ----------------------------------------
                                        J. Michael Urban
                                        Trustee

                                      S-5