As filed with the Securities and Exchange Commission on August 4, 1998
                                     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
  telephone number, including area code,        code, and telephone number,
         of registrant's principal             including area code of agent
            executive offices)                          for service

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


          FORTUNE NATURAL RESOURCES CORPORATION 1998 STOCK OPTION PLAN
        FORTUNE NATURAL RESOURCES CORPORATION 401(K) PROFIT SHARING PLAN
                            (FULL TITLE OF THE PLANS)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
Title of Securities     Amount       Proposed Maximum     Proposed Maximum       Amount of
 to be Registered        to be        Offering Price     Aggregate Offering    Registration
                     Registered(1)      Per Share (2)          Price               Fee
---------------------------------------------------------------------------------------------
<S>                     <C>              <C>                <C>                    <C>
Common Stock            40,000           $1.50(3)           $   60,000             $18
$.01 par value          shares(3)
Common Stock            727,500          $1.5625(3)         $1,136,719             $335
$.01 par value          shares
-------------------------------------------------------------------------------------------
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plans described herein.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee.

(3)  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 1998 Stock  Option Plan  shares is based upon the average  price at
     which options may be exercised.  The proposed offering price for the 401(k)
     Profit  Sharing  Plan shares is based upon the  estimated  average  closing
     price of the Company's Common Stock of the consolidated market as quoted by
     the  American  Stock  Exchange on the last day of trading for each month in
     such calendar year.

<PAGE>


                      FORTUNE NATURAL RESOURCES CORPORATION
                             1998 STOCK OPTION PLAN

                            GENERAL PLAN DESCRIPTION
                                   August 1998


     This Description provides information about the 1998 Stock Option Plan (the
"Plan")  adopted by Fortune  Natural  Resources  Corporation  ("Fortune"  or the
"Company") in connection  with the offer to sell shares of Fortune common stock,
$.01 par value per share (the "Common Stock"), pursuant to such options.

     The terms and  conditions of the Plan are  summarized in this  Description.
This  Description  is not intended as a  substitute  for the Plan and the option
agreements  entered  into by the  Company  with option  holders.  For a complete
description of the Plan and the rights of option holders  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
                 515 West Greens Road, Suite 720
                 Houston, Texas 77067
                 (281) 872-1170

PLAN INFORMATION

     The Plan gives key  employees,  officers  and  directors of the Company the
opportunity  to take part in the growth of the Company  through the  purchase of
Common Stock pursuant to stock options. The purpose of the Plan is to provide an
incentive to such individuals to increase the Company's  profitability.  Options
may be granted under the Plan until  December 31, 2002,  subject to the right of
Fortune's  Board of Directors to suspend or terminate  the Plan at any time.  No
such termination or suspension shall affect outstanding  options except with the
consent of the option holder.

     The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974 and is not a  "qualified"  plan under the Internal  Revenue
Code of 1986, as amended. Under the Plan, both incentive stock options (commonly
referred  to as "ISOs")  and  options  which do not  qualify  as ISOs  (commonly
referred to as  "non-qualified  options")  may be issued.  ISOs are  entitled to
favorable treatment under federal income tax law. For further information on the
tax treatment of the grant and exercise of options under the Plan,  see "Federal
Income Tax Matters" which appears below.

     Subject to adjustment in the event of certain changes in the capitalization
of the Company,  the aggregate amount of the Common Stock which may be issued by
the Company upon the exercise of options as approved by  shareholders on July 1,
1997 is as follows:


          Option Grant Period       Shares Available
          -------------------       ----------------
                 1998               up to 2,000,000
                 1999               up to 10% of outstanding stock at 12-31-98
                 2000               up to 10% of outstanding stock at 12-31-99
                 2001               up to 10% of outstanding stock at 12-31-2000
                 2002               up to 10% of outstanding stock at 12-31-2001

<PAGE>

     Options  will be granted at the  discretion  of a Committee of the Board of
Directors to key  employees,  officers and  directors,  although  members of the
Committee may not receive  options under the Plan,  unless the grant is approved
by a disinterested  majority of the Board of Directors.  Further,  to the extent
the aggregate fair market value of options issued under this Plan (and all other
plans  established by Fortune)  exercisable in a calendar year exceeds $100,000,
such options will not be treated as ISOs.

     Options  granted  under the Plan will expire at such time as the  Committee
may  designate at the time the option is granted but not later than 5 years from
the date of grant.  Subject to the  discretion of the Board of Directors  within
the  provisions set by the Plan, the exercise price for the Common Stock subject
to the  options  may be set by the  Committee  but  shall  not be less  than the
greater of (a) the fair market value of the Common Stock on date of grant or (b)
the price arrived at pursuant to the following:


          Option Grant Period       Option Prices
          -------------------       -------------
                 1998               100% of fair market on January 1, 1998
                 1999               110% of fair market value on January 1, 1998
                 2000               110% of fair market value on January 1, 1999
                 2001               110% of fair market value on January 1, 2000
                 2002               110% of fair market value on January 1, 2001


     The exercise price must be paid in full in cash at the time of exercise.

     Options granted under the Plan may not be  transferred,  other than by will
or the laws of descent and distribution,  and are exercisable  generally only so
long  as the  holder  remains  employed  by the  Company.  Upon  termination  of
employment,  except for cause, options remain exercisable for twelve (12) months
from  the  date  of  termination.  Options  held by an  employee  at  death  are
exercisable for up to one year from the date of death.

RESALE RESTRICTIONS

     The Plan does not impose any restrictions on the resale of shares of Common
Stock  purchased upon the exercise of options  granted under the Plan.  However,
the  offer  and  sale of any such  shares  must be made in  compliance  with the
requirements of the federal and applicable  state  securities  laws. The Company
has filed a  registration  statement  under the  Securities  Act of 1933 for the
purpose of complying  with such  requirements  under federal law.  However,  all
offers and resales by  affiliates of the Company  (which  includes all officers,
directors and more than 5%  shareholders  of the Company) in any three (3) month
period are  limited  under Rule 144,  which  generally  restricts  resales to an
amount equal to 1% of the Company's outstanding stock.

FEDERAL INCOME TAX MATTERS

     Incentive Stock Options.  Option holders are not taxed upon receipt of ISOs
or at the time of  exercise of the  options.  The option  holder's  tax basis in
stock  purchased upon exercise of the option is the exercise price. If the stock
is held for a required holding period (the later of two years after grant of the
option or one year from exercise),  upon sale of the stock, the option holder is
taxed on the  difference  between  the basis in the stock (the  option  exercise
price)  and the sales  price of the  stock.  The  taxable  amount is  treated as
capital  gain and is taxed  under the rules  set  forth in  section  1(h) of the
Internal Revenue Code. Option holders should consult with their own tax advisors
regarding the application of these rules.

     If the stock is sold before satisfying the holding period requirement,  the
option holder is deemed to have received  compensation  equal to the  difference
between the option  exercise price and the fair market value of the stock on the
date of  exercise.  This  latter  amount  is added to the basis of the stock for
computing any capital gain on the sale of the stock.


                                       2
<PAGE>

     Non-Qualified Options. Option holders of non-qualified options also are not
taxed  at the  time  of  receipt  of the  options  (since  the  options  have no
discernable  value) but,  unlike ISOs,  are taxed upon exercise of the option on
the  difference  between  the  "fair  market  value" of the stock at the time of
exercise and the exercise price.  This amount is treated as compensation  and is
taxable as ordinary  income.  Further,  at the time of sale of the stock, if the
sales  price  exceeds  the "fair  market  value" at the time of  exercise of the
option,  the  difference  is treated  as  capital  gain  income  (short-term  or
long-term  depending  on how long the stock has been held after  exercise of the
option).

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 for the year ended  December 31, 1997,
(2)  Quarterly  Reports on Form 10-Q for the periods ended March 31 and June 30,
1998, and (3) Current Report on Form 8-K filed on March 31, 1998.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Description  and prior to the  termination of the offering of shares pursuant to
outstanding  options  under  the Plan  shall be  deemed  to be  incorporated  by
reference in this  Description.  Copies of all such documents are also available
without charge, upon written or oral request, from the Secretary of the Company.


                                       3
<PAGE>

                      FORTUNE NATURAL RESOURCES CORPORATION
                           401(K) PROFIT SHARING PLAN

                            GENERAL PLAN DESCRIPTION
                                   August 1998


     The 401(k)  Profit  Sharing  Plan (the  "401(k)  Plan")  offered by Fortune
Natural   Resources   Corporation   ("Fortune"  or  the  "Company")  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 401(k)
Plan in connection with Participant and Company contributions.

     The  terms  and  conditions  of the  401(k)  Plan  are  summarized  in this
Description.  This  Description  is not intended as a substitute  for the 401(k)
Plan  or the  Summary  Plan  Description  of the  401(k)  Plan.  For a  complete
description  of the  401(k)  Plan and the  rights  of  Participants  thereunder,
reference is made to the 401(k) Plan,  copies of which may be obtained  from the
Secretary  of the Company.  For  additional  information  about the 401(k) Plan,
contact:

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

GENERAL PLAN INFORMATION

     The 401(k) Plan gives  eligible  employees an opportunity to participate in
the 401(k) Plan offered by the Company.  All individuals employed as of November
1, 1996 and all individuals who have attained age 21 and three months of service
with the Company are  eligible to  participate  in the 401(k) Plan except  union
members and non-resident  alien employees.  Contributions  made by a Participant
are  allowed as of the first day of the month  following  their  eligibility.  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 in
the  Internal  Revenue  Code  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 401(k) Plan was adopted by the Company  effective  January 1, 1996. The
Company has no current intent to institute any modifications to the 401(k) Plan.
Further,  the 401(k) Plan is subject to the reporting,  disclosure and fiduciary
requirements of Title I of the Employee  Retirement  Income Security Act of 1974
("ERISA").  The 401(k) Plan is governed and overseen by the Company. The Company
is the 401(k) Plan  Administrator  and  responsible for operating all aspects of
the 401(k) Plan.  To  facilitate  the  administration  of the 401(k)  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
401(k) Plan as well as the specific allocations of plan 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 the  maximum  dollar  amount
allowed by law ($10,000 for 1998). Compensation is limited to cash compensation,
which includes automobile  allowances,  commission and any bonuses received by a
Participant.


                                       1
<PAGE>

     As stated above, the Company may elect to make discretionary  contributions
of Common Stock to a  Participant's  account in the 401(k) Plan. It is currently
the  Company's  intention  to make a  matching  contribution  equal  to 50% of a
Participant's  deferral to the 401(k) Plan in the form of Company stock, subject
to limitations  imposed by the Internal  Revenue Code. 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 on the consolidated market as quoted
by the American Stock Exchange on the last day of trading for each month in such
calendar  year.  Because the 401(k)  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  401(k)  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 401(k) Plan.

TAX EFFECTS OF PLAN PARTICIPATION

     The 401(k) Plan is a qualified  plan under  Internal  Revenue  Code Section
401(a).  Participants are not taxed on the contributions that are made by his or
her  compensation  deferral or by Company  contributions to the 401(k) Plan. The
Company is entitled to a tax deduction for the Participant compensation deferral
amount and any Common Stock that is  contributed  to a 401(k) Plan.  Neither the
Participant  nor the  Company is taxed on income  generated  by the 401(k)  Plan
until  distribution.  Distributions from the 401(k) 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
federal income tax  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 401(k) 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 401(k) 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's account is charged with 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  401(k)  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.   Treasury   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.


                                       2
<PAGE>

     A loan may be made to a Participant under certain circumstances for no less
than  three  thousand  dollars  and no more than the  lesser  of fifty  thousand
dollars or one-half of a Participant's  vested interest in the 401(k) Plan. Such
loans are permitted  generally only for certain  educational  expenses,  medical
expenses,  funeral  expenses  and  expenses  associated  with the  Participant's
primary residence.

     Further,  a participant  is prohibited  from  assigning,  hypothecating  or
creating a lien on his or her interest in the 401(k) Plan.

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,  he or she may  suffer  a
reduction or denial of benefits under the 401(k) Plan.

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 for the year ended  December 31, 1997,
(2)  Quarterly  Reports on Form 10-Q for the periods ended March 31 and June 30,
1998,  and (3) Current  Report on Form 8-K filed on March 31, 1998. In addition,
copies of all 401(k) Plan  documents are also  available  without  charge,  upon
written or oral request, from the Secretary of the Company.


                                       3
<PAGE>

                             4 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 "401(k)  Plan") at the
discretion of 401(k) Plan  Participants who have the right under the 401(k) Plan
to direct the  investment  in the  account.  The  Company  will not  receive any
proceeds  from the sale of shares by the  4019(k)  Plan.  All  proceeds  will be
received by and retained in the 401(k) Plan until a  participant  is entitled to
receive a distribution from the 401(k) Plan.

     The  401(k)  Plan  acquires  the  shares  through  discretionary   matching
contributions by the Company to the 401(k) 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 401(k) Plan has made no arrangement  with any brokerage firm for the sale of
the  shares.  The 401(k)  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 July 31, 1998, the closing
price of the Common Stock on such Exchange was $1.00.

     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 401(k)  Plan.  The account of
      participants  in the 401(k) 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
      $5,000.
                         ------------------------------


                  The date of this Prospectus is August 4, 1998

<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 for the year ended
December  31, 1997,  (2)  Quarterly  Reports on Form 10-Q for the periods  ended
March 31 and June 30,  1998,  and (3) Current  Report on Form 8-K filed on March
31, 1998.

     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.


                                       2
<PAGE>

     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.


                                   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.

     The Company has  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,  believing  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  the
implementation  of this program,  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.

     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 401(k)  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 $5,000.


                              PLAN OF DISTRIBUTION


     The 401(k) 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 401(k) 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 401(k) 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).

                                       3
<PAGE>

     At the  date of  this  Prospectus,  the  401(k)  Plan  owns  15,020  shares
allocated  to the  account  of eight  participants  of the  401(k)  Plan.  It is
anticipated  that the Company may contribute up to 17,000  additional  shares of
Common Stock to the 401(k) Plan in connection with participant  deferrals during
the 1998 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.


                                     EXPERTS


     The  financial  statements  of the Company as of December 31, 1997 and 1996
and for each of the years in the three-year period ended December 31, 1997, have
been  incorporated  herein by reference in reliance upon the report of KPMG Peat
Marwick LLP,  independent  certified public accountants,  incorporated herein by
reference,  and upon the  authority  of said firm as experts in  accounting  and
auditing.


                                       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

Experts                                4



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


<PAGE>


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

              40,000 SHARES

              COMMON STOCK
            ($.01 PAR VALUE)





  FORTUNE NATURAL RESOURCES CORPORATION


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

           P R O S P E C T U S

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








             AUGUST 4, 1998


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

<PAGE>


                            7 2 7 , 5 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") covered
by this prospectus may be offered from time to time by certain shareholders (the
"Selling  Shareholders")  of Fortune  Petroleum  Corporation  ("Fortune"  or the
"Company"). The Company will not receive any proceeds from the sale of shares by
the Selling Shareholders.

     The Selling  Shareholders  are  officers,  directors  and key  employees of
Fortune who acquired their shares through the exercise of stock options  granted
to them under the Company's 1998 stock option 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 Selling  Shareholders  have made no arrangement  with any brokerage firm for
the  sale  of  the  Shares.  The  Selling  Shareholders  may  be  deemed  to  be
"underwriters" 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
July 31, 1998, the closing price of the Common Stock on such Exchange was $1.00.

     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
      $5,000.

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

                  The date of this Prospectus is August 4, 1998

<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-3 (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 for the year ended
December  31, 1997,  (2)  Quarterly  Reports on Form 10-Q for the periods  ended
March 31 and June 30,  1998,  and (3) Current  Report on Form 8-K filed on March
31, 1998.

     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.

     The Company has  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,  believing  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  the
implementation  of this program,  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.

     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 Selling Shareholders,  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 $5,000.


                              PLAN OF DISTRIBUTION


     Selling  shareholders 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 any Selling  Shareholder  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  affiliates  of the  Company  (including  members  of
management  or  more  than  5%  shareholders  of the  Company)  are  subject  to
restrictions on trading in the Company's stock under the Securities Exchange Act
of 1934, as amended,  as well as certain reporting  requirements under such Act.
Affiliates  who  hold  shares  covered  by this  Prospectus  include  Tyrone  J.
Fairbanks,  Dean W. Drulias, Graham S. Folsom, Gary Gelman, Barry Feiner, Daniel
R. Shaughnessy,  J. Michael Urban and John L. Collins, all of whom are directors
or officers of the Company.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
registrant  pursuant  to the  foregoing  provisions,  the  registrant  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>

     The table below sets forth data on the number of shares held by each of the
Selling Shareholders who are affiliates of the Company:
<TABLE>
<CAPTION>

                                                                                     SECURITIES
                                                      SECURITIES      SECURITIES    BENEFICIALLY    PERCENTAGE
                                                      BENEFICIALLY         IN        OWNED AFTER     OF CLASS
NAME                    POSITION                         OWNED          OFFERING      OFFERING         OWNED
--------------------    ---------------------------   ------------    ----------    ------------    ----------
<S>                     <C>                              <C>            <C>            <C>             <C>
Tyrone J. Fairbanks     President,
                          Chief Executive Officer,
                          and Director                   433,521        100,000        533,521         4.2%

John L. Collins         Vice President                   410,267        100,000        510,267         3.3%

Dean W. Drulias         Executive Vice President,
                          General Counsel,
                          Corporate Secretary,
                          and Director                   183,841        150,000        333,841         2.7%

J. Michael Urban        Vice President,
                          and Chief Financial Officer    173,701        150,000        323,701         2.6%

Graham S. Folsom        Director                         134,751         37,500        172,251         1.4%

Gary Gelman             Director                          94,083         37,500        131,583         1.1%

Barry Feiner            Director                          90,493         37,500        127,993         1.0%

Daniel R. Shaughnessy   Director                          34,900         37,500         72,400      less than 1%

</TABLE>


                                     EXPERTS


     The  financial  statements  of the Company as of December 31, 1997 and 1996
and for each of the years in the three-year period ended December 31, 1997, have
been  incorporated  herein by reference in reliance upon the report of KPMG Peat
Marwick LLP,  independent  certified public accountants,  incorporated herein by
reference,  and upon the  authority  of said firm as experts in  accounting  and
auditing.

                                       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

Experts                                4




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


<PAGE>



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


             727,500 SHARES

              COMMON STOCK
            ($.01 PAR VALUE)






  FORTUNE NATURAL RESOURCES CORPORATION

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

           P R O S P E C T U S

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








             AUGUST 4, 1998




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


<PAGE>


                                       S-3

                                     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 for the year ended
December  31, 1997,  (2)  Quarterly  Reports on Form 10-Q for the periods  ended
March 31 and June 30,  1998,  and (3) Current  Report on Form 8-K filed on March
31, 1998.

     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.

     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.

     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.

         24.1  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.  
                       Notwithstanding  the foregoing, any increase or decrease 
                       in volume of  securities  offered (if the total dollar 
                       value of securities  offered would not exceed that which 
                       was  registered)  and any deviation from the low or high 
                       end of the  estimated  maximum  offering  range may be  
                       reflected in the form of  prospectus  filed  with the  
                       Commission  pursuant  to Rule  424(b)  if,  in the
                       aggregate,  the changes in volume and price  represent  
                       no more than a 20% change in the maximum  aggregate  
                       offering price set forth in the  "Calculation of  
                       Registration  Fee" table in the effective registration 
                       statement;

                  (iii)To include any material  information  with respect to
                       the plan of distribution not previously  disclosed in
                       the registration  statement or any material change to
                       such information in the registration statement:

     Provided  however,  that paragraphs  (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

     The Registrant. 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 August 4, 1998.

                           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         August 4, 1998
---------------------------    Officer, and Director
Tyrone J. Fairbanks            


/s/ Dean W. Drulias            Executive Vice President,          August 4, 1998
---------------------------    General Counsel, Corporate
Dean W. Drulias                Secretary and Director


/s/ Graham S. Folsom           Director                           August 4, 1998
---------------------------
Graham S. Folsom


/s/ Dewey A. Stringer, III     Director                           August 4, 1998
---------------------------
Dewey A. Stringer, III


/s/ Barry Feiner               Director                           August 4, 1998
---------------------------
Barry Feiner


--------------------------     Director                           August 4, 1998
Gary Gelman


--------------------------     Director                           August 4, 1998
D. R. Shaughnessy

                                      S-4

<PAGE>

                                   SIGNATURES


     The 401(k) Plan.  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 August 4, 1998.

                                         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": 65442}]
{"company-data": {"conformed-name": "FORTUNE NATURAL RESOURCES CORP", "cik": "0000038242", "assigned-sic": "1311", "irs-number": "954114732", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60557", "film-number": "98676591"}, "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 August 4, 1998
                                     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
  telephone number, including area code,        code, and telephone number,
         of registrant's principal             including area code of agent
            executive offices)                          for service

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

          FORTUNE NATURAL RESOURCES CORPORATION 1998 STOCK OPTION PLAN
        FORTUNE NATURAL RESOURCES CORPORATION 401(K) PROFIT SHARING PLAN
                            (FULL TITLE OF THE PLANS)

                         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(1)      Per Share (2)          Price               Fee
---------------------------------------------------------------------------------------------
Common Stock            40,000           $1.50(3)           $   60,000             $18
$.01 par value          shares(3)
Common Stock            727,500          $1.5625(3)         $1,136,719             $335
$.01 par value          shares
-------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plans described herein.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee.

(3)  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 1998 Stock  Option Plan  shares is based upon the average  price at
     which options may be exercised.  The proposed offering price for the 401(k)
     Profit  Sharing  Plan shares is based upon the  estimated  average  closing
     price of the Company's Common Stock of the consolidated market as quoted by
     the  American  Stock  Exchange on the last day of trading for each month in
     such calendar year.
FORTUNE NATURAL RESOURCES CORPORATION
                             1998 STOCK OPTION PLAN

                            GENERAL PLAN DESCRIPTION
                                   August 1998

     This Description provides information about the 1998 Stock Option Plan (the
"Plan")  adopted by Fortune  Natural  Resources  Corporation  ("Fortune"  or the
"Company") in connection  with the offer to sell shares of Fortune common stock,
$.01 par value per share (the "Common Stock"), pursuant to such options.

     The terms and  conditions of the Plan are  summarized in this  Description.
This  Description  is not intended as a  substitute  for the Plan and the option
agreements  entered  into by the  Company  with option  holders.  For a complete
description of the Plan and the rights of option holders  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
                 515 West Greens Road, Suite 720
                 Houston, Texas 77067
                 (281) 872-1170

PLAN INFORMATION

     The Plan gives key  employees,  officers  and  directors of the Company the
opportunity  to take part in the growth of the Company  through the  purchase of
Common Stock pursuant to stock options. The purpose of the Plan is to provide an
incentive to such individuals to increase the Company's  profitability.  Options
may be granted under the Plan until  December 31, 2002,  subject to the right of
Fortune's  Board of Directors to suspend or terminate  the Plan at any time.  No
such termination or suspension shall affect outstanding  options except with the
consent of the option holder.

     The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974 and is not a  "qualified"  plan under the Internal  Revenue
Code of 1986, as amended. Under the Plan, both incentive stock options (commonly
referred  to as "ISOs")  and  options  which do not  qualify  as ISOs  (commonly
referred to as  "non-qualified  options")  may be issued.  ISOs are  entitled to
favorable treatment under federal income tax law. For further information on the
tax treatment of the grant and exercise of options under the Plan,  see "Federal
Income Tax Matters" which appears below.

     Subject to adjustment in the event of certain changes in the capitalization
of the Company,  the aggregate amount of the Common Stock which may be issued by
the Company upon the exercise of options as approved by  shareholders on July 1,
1997 is as follows:

          Option Grant Period       Shares Available
          -------------------       ----------------
                 1998               up to 2,000,000
                 1999               up to 10% of outstanding stock at 12-31-98
                 2000               up to 10% of outstanding stock at 12-31-99
                 2001               up to 10% of outstanding stock at 12-31-2000
                 2002               up to 10% of outstanding stock at 12-31-2001
Options  will be granted at the  discretion  of a Committee of the Board of
Directors to key  employees,  officers and  directors,  although  members of the
Committee may not receive  options under the Plan,  unless the grant is approved
by a disinterested  majority of the Board of Directors.  Further,  to the extent
the aggregate fair market value of options issued under this Plan (and all other
plans  established by Fortune)  exercisable in a calendar year exceeds $100,000,
such options will not be treated as ISOs.

     Options  granted  under the Plan will expire at such time as the  Committee
may  designate at the time the option is granted but not later than 5 years from
the date of grant.  Subject to the  discretion of the Board of Directors  within
the  provisions set by the Plan, the exercise price for the Common Stock subject
to the  options  may be set by the  Committee  but  shall  not be less  than the
greater of (a) the fair market value of the Common Stock on date of grant or (b)
the price arrived at pursuant to the following:

          Option Grant Period       Option Prices
          -------------------       -------------
                 1998               100% of fair market on January 1, 1998
                 1999               110% of fair market value on January 1, 1998
                 2000               110% of fair market value on January 1, 1999
                 2001               110% of fair market value on January 1, 2000
                 2002               110% of fair market value on January 1, 2001

     The exercise price must be paid in full in cash at the time of exercise.

     Options granted under the Plan may not be  transferred,  other than by will
or the laws of descent and distribution,  and are exercisable  generally only so
long  as the  holder  remains  employed  by the  Company.  Upon  termination  of
employment,  except for cause, options remain exercisable for twelve (12) months
from  the  date  of  termination.  Options  held by an  employee  at  death  are
exercisable for up to one year from the date of death.

RESALE RESTRICTIONS

     The Plan does not impose any restrictions on the resale of shares of Common
Stock  purchased upon the exercise of options  granted under the Plan.  However,
the  offer  and  sale of any such  shares  must be made in  compliance  with the
requirements of the federal and applicable  state  securities  laws. The Company
has filed a  registration  statement  under the  Securities  Act of 1933 for the
purpose of complying  with such  requirements  under federal law.  However,  all
offers and resales by  affiliates of the Company  (which  includes all officers,
directors and more than 5%  shareholders  of the Company) in any three (3) month
period are  limited  under Rule 144,  which  generally  restricts  resales to an
amount equal to 1% of the Company's outstanding stock.

FEDERAL INCOME TAX MATTERS

     Incentive Stock Options.  Option holders are not taxed upon receipt of ISOs
or at the time of  exercise of the  options.  The option  holder's  tax basis in
stock  purchased upon exercise of the option is the exercise price. If the stock
is held for a required holding period (the later of two years after grant of the
option or one year from exercise),  upon sale of the stock, the option holder is
taxed on the  difference  between  the basis in the stock (the  option  exercise
price)  and the sales  price of the  stock.  The  taxable  amount is  treated as
capital  gain and is taxed  under the rules  set  forth in  section  1(h) of the
Internal Revenue Code. Option holders should consult with their own tax advisors
regarding the application of these rules.

     If the stock is sold before satisfying the holding period requirement,  the
option holder is deemed to have received  compensation  equal to the  difference
between the option  exercise price and the fair market value of the stock on the
date of  exercise.  This  latter  amount  is added to the basis of the stock for
computing any capital gain on the sale of the stock.

                                       2
Non-Qualified Options. Option holders of non-qualified options also are not
taxed  at the  time  of  receipt  of the  options  (since  the  options  have no
discernable  value) but,  unlike ISOs,  are taxed upon exercise of the option on
the  difference  between  the  "fair  market  value" of the stock at the time of
exercise and the exercise price.  This amount is treated as compensation  and is
taxable as ordinary  income.  Further,  at the time of sale of the stock, if the
sales  price  exceeds  the "fair  market  value" at the time of  exercise of the
option,  the  difference  is treated  as  capital  gain  income  (short-term  or
long-term  depending  on how long the stock has been held after  exercise of the
option).

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 for the year ended  December 31, 1997,
(2)  Quarterly  Reports on Form 10-Q for the periods ended March 31 and June 30,
1998, and (3) Current Report on Form 8-K filed on March 31, 1998.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Description  and prior to the  termination of the offering of shares pursuant to
outstanding  options  under  the Plan  shall be  deemed  to be  incorporated  by
reference in this  Description.  Copies of all such documents are also available
without charge, upon written or oral request, from the Secretary of the Company.

                                       3
FORTUNE NATURAL RESOURCES CORPORATION
                           401(K) PROFIT SHARING PLAN

                            GENERAL PLAN DESCRIPTION
                                   August 1998

     The 401(k)  Profit  Sharing  Plan (the  "401(k)  Plan")  offered by Fortune
Natural   Resources   Corporation   ("Fortune"  or  the  "Company")  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 401(k)
Plan in connection with Participant and Company contributions.

     The  terms  and  conditions  of the  401(k)  Plan  are  summarized  in this
Description.  This  Description  is not intended as a substitute  for the 401(k)
Plan  or the  Summary  Plan  Description  of the  401(k)  Plan.  For a  complete
description  of the  401(k)  Plan and the  rights  of  Participants  thereunder,
reference is made to the 401(k) Plan,  copies of which may be obtained  from the
Secretary  of the Company.  For  additional  information  about the 401(k) Plan,
contact:

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

GENERAL PLAN INFORMATION

     The 401(k) Plan gives  eligible  employees an opportunity to participate in
the 401(k) Plan offered by the Company.  All individuals employed as of November
1, 1996 and all individuals who have attained age 21 and three months of service
with the Company are  eligible to  participate  in the 401(k) Plan except  union
members and non-resident  alien employees.  Contributions  made by a Participant
are  allowed as of the first day of the month  following  their  eligibility.  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 in
the  Internal  Revenue  Code  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 401(k) Plan was adopted by the Company  effective  January 1, 1996. The
Company has no current intent to institute any modifications to the 401(k) Plan.
Further,  the 401(k) Plan is subject to the reporting,  disclosure and fiduciary
requirements of Title I of the Employee  Retirement  Income Security Act of 1974
("ERISA").  The 401(k) Plan is governed and overseen by the Company. The Company
is the 401(k) Plan  Administrator  and  responsible for operating all aspects of
the 401(k) Plan.  To  facilitate  the  administration  of the 401(k)  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
401(k) Plan as well as the specific allocations of plan 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 the  maximum  dollar  amount
allowed by law ($10,000 for 1998). Compensation is limited to cash compensation,
which includes automobile  allowances,  commission and any bonuses received by a
Participant.

                                       1
As stated above, the Company may elect to make discretionary  contributions
of Common Stock to a  Participant's  account in the 401(k) Plan. It is currently
the  Company's  intention  to make a  matching  contribution  equal  to 50% of a
Participant's  deferral to the 401(k) Plan in the form of Company stock, subject
to limitations  imposed by the Internal  Revenue Code. 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 on the consolidated market as quoted
by the American Stock Exchange on the last day of trading for each month in such
calendar  year.  Because the 401(k)  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  401(k)  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 401(k) Plan.

TAX EFFECTS OF PLAN PARTICIPATION

     The 401(k) Plan is a qualified  plan under  Internal  Revenue  Code Section
401(a).  Participants are not taxed on the contributions that are made by his or
her  compensation  deferral or by Company  contributions to the 401(k) Plan. The
Company is entitled to a tax deduction for the Participant compensation deferral
amount and any Common Stock that is  contributed  to a 401(k) Plan.  Neither the
Participant  nor the  Company is taxed on income  generated  by the 401(k)  Plan
until  distribution.  Distributions from the 401(k) 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
federal income tax  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 401(k) 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 401(k) 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's account is charged with 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  401(k)  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.   Treasury   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.

                                       2
A loan may be made to a Participant under certain circumstances for no less
than  three  thousand  dollars  and no more than the  lesser  of fifty  thousand
dollars or one-half of a Participant's  vested interest in the 401(k) Plan. Such
loans are permitted  generally only for certain  educational  expenses,  medical
expenses,  funeral  expenses  and  expenses  associated  with the  Participant's
primary residence.

     Further,  a participant  is prohibited  from  assigning,  hypothecating  or
creating a lien on his or her interest in the 401(k) Plan.

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,  he or she may  suffer  a
reduction or denial of benefits under the 401(k) Plan.

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 for the year ended  December 31, 1997,
(2)  Quarterly  Reports on Form 10-Q for the periods ended March 31 and June 30,
1998,  and (3) Current  Report on Form 8-K filed on March 31, 1998. In addition,
copies of all 401(k) Plan  documents are also  available  without  charge,  upon
written or oral request, from the Secretary of the Company.

                                       3
4 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 "401(k)  Plan") at the
discretion of 401(k) Plan  Participants who have the right under the 401(k) Plan
to direct the  investment  in the  account.  The  Company  will not  receive any
proceeds  from the sale of shares by the  4019(k)  Plan.  All  proceeds  will be
received by and retained in the 401(k) Plan until a  participant  is entitled to
receive a distribution from the 401(k) Plan.

     The  401(k)  Plan  acquires  the  shares  through  discretionary   matching
contributions by the Company to the 401(k) 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 401(k) Plan has made no arrangement  with any brokerage firm for the sale of
the  shares.  The 401(k)  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 July 31, 1998, the closing
price of the Common Stock on such Exchange was $1.00.

     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 401(k)  Plan.  The account of
      participants  in the 401(k) 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
      $5,000.
                         ------------------------------

                  The date of this Prospectus is August 4, 1998
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 for the year ended
December  31, 1997,  (2)  Quarterly  Reports on Form 10-Q for the periods  ended
March 31 and June 30,  1998,  and (3) Current  Report on Form 8-K filed on March
31, 1998.

     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.

                                       2
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.

                                   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.

     The Company has  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,  believing  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  the
implementation  of this program,  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.

     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 401(k)  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 $5,000.

                              PLAN OF DISTRIBUTION

     The 401(k) 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 401(k) 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 401(k) 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).

                                       3
At the  date of  this  Prospectus,  the  401(k)  Plan  owns  15,020  shares
allocated  to the  account  of eight  participants  of the  401(k)  Plan.  It is
anticipated  that the Company may contribute up to 17,000  additional  shares of
Common Stock to the 401(k) Plan in connection with participant  deferrals during
the 1998 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.

                                     EXPERTS

     The  financial  statements  of the Company as of December 31, 1997 and 1996
and for each of the years in the three-year period ended December 31, 1997, have
been  incorporated  herein by reference in reliance upon the report of KPMG Peat
Marwick LLP,  independent  certified public accountants,  incorporated herein by
reference,  and upon the  authority  of said firm as experts in  accounting  and
auditing.

                                       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

Experts                                4

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

              40,000 SHARES

              COMMON STOCK
            ($.01 PAR VALUE)

  FORTUNE NATURAL RESOURCES CORPORATION

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

           P R O S P E C T U S

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

             AUGUST 4, 1998

========================================
7 2 7 , 5 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") covered
by this prospectus may be offered from time to time by certain shareholders (the
"Selling  Shareholders")  of Fortune  Petroleum  Corporation  ("Fortune"  or the
"Company"). The Company will not receive any proceeds from the sale of shares by
the Selling Shareholders.

     The Selling  Shareholders  are  officers,  directors  and key  employees of
Fortune who acquired their shares through the exercise of stock options  granted
to them under the Company's 1998 stock option 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 Selling  Shareholders  have made no arrangement  with any brokerage firm for
the  sale  of  the  Shares.  The  Selling  Shareholders  may  be  deemed  to  be
"underwriters" 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
July 31, 1998, the closing price of the Common Stock on such Exchange was $1.00.

     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
      $5,000.

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

                  The date of this Prospectus is August 4, 1998
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-3 (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 for the year ended
December  31, 1997,  (2)  Quarterly  Reports on Form 10-Q for the periods  ended
March 31 and June 30,  1998,  and (3) Current  Report on Form 8-K filed on March
31, 1998.

     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.

     The Company has  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,  believing  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  the
implementation  of this program,  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.

     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 Selling Shareholders,  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 $5,000.

                              PLAN OF DISTRIBUTION

     Selling  shareholders 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 any Selling  Shareholder  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  affiliates  of the  Company  (including  members  of
management  or  more  than  5%  shareholders  of the  Company)  are  subject  to
restrictions on trading in the Company's stock under the Securities Exchange Act
of 1934, as amended,  as well as certain reporting  requirements under such Act.
Affiliates  who  hold  shares  covered  by this  Prospectus  include  Tyrone  J.
Fairbanks,  Dean W. Drulias, Graham S. Folsom, Gary Gelman, Barry Feiner, Daniel
R. Shaughnessy,  J. Michael Urban and John L. Collins, all of whom are directors
or officers of the Company.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
registrant  pursuant  to the  foregoing  provisions,  the  registrant  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
The table below sets forth data on the number of shares held by each of the
Selling Shareholders who are affiliates of the Company:
SECURITIES
                                                      SECURITIES      SECURITIES    BENEFICIALLY    PERCENTAGE
                                                      BENEFICIALLY         IN        OWNED AFTER     OF CLASS
NAME                    POSITION                         OWNED          OFFERING      OFFERING         OWNED
--------------------    ---------------------------   ------------    ----------    ------------    ----------
Tyrone J. Fairbanks     President,
                          Chief Executive Officer,
                          and Director                   433,521        100,000        533,521         4.2%

John L. Collins         Vice President                   410,267        100,000        510,267         3.3%

Dean W. Drulias         Executive Vice President,
                          General Counsel,
                          Corporate Secretary,
                          and Director                   183,841        150,000        333,841         2.7%

J. Michael Urban        Vice President,
                          and Chief Financial Officer    173,701        150,000        323,701         2.6%

Graham S. Folsom        Director                         134,751         37,500        172,251         1.4%

Gary Gelman             Director                          94,083         37,500        131,583         1.1%

Barry Feiner            Director                          90,493         37,500        127,993         1.0%

Daniel R. Shaughnessy   Director                          34,900         37,500         72,400      less than 1%
EXPERTS

     The  financial  statements  of the Company as of December 31, 1997 and 1996
and for each of the years in the three-year period ended December 31, 1997, have
been  incorporated  herein by reference in reliance upon the report of KPMG Peat
Marwick LLP,  independent  certified public accountants,  incorporated herein by
reference,  and upon the  authority  of said firm as experts in  accounting  and
auditing.

                                       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

Experts                                4

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

             727,500 SHARES

              COMMON STOCK
            ($.01 PAR VALUE)

  FORTUNE NATURAL RESOURCES CORPORATION

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

           P R O S P E C T U S

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

             AUGUST 4, 1998

========================================
S-3

                                     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 for the year ended
December  31, 1997,  (2)  Quarterly  Reports on Form 10-Q for the periods  ended
March 31 and June 30,  1998,  and (3) Current  Report on Form 8-K filed on March
31, 1998.

     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.

     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.

     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.

         24.1  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.  
                       Notwithstanding  the foregoing, any increase or decrease 
                       in volume of  securities  offered (if the total dollar 
                       value of securities  offered would not exceed that which 
                       was  registered)  and any deviation from the low or high 
                       end of the  estimated  maximum  offering  range may be  
                       reflected in the form of  prospectus  filed  with the  
                       Commission  pursuant  to Rule  424(b)  if,  in the
                       aggregate,  the changes in volume and price  represent  
                       no more than a 20% change in the maximum  aggregate  
                       offering price set forth in the  "Calculation of  
                       Registration  Fee" table in the effective registration 
                       statement;

                  (iii)To include any material  information  with respect to
                       the plan of distribution not previously  disclosed in
                       the registration  statement or any material change to
                       such information in the registration statement:

     Provided  however,  that paragraphs  (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

     The Registrant. 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 August 4, 1998.

                           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         August 4, 1998
---------------------------    Officer, and Director
Tyrone J. Fairbanks            

/s/ Dean W. Drulias            Executive Vice President,          August 4, 1998
---------------------------    General Counsel, Corporate
Dean W. Drulias                Secretary and Director

/s/ Graham S. Folsom           Director                           August 4, 1998
---------------------------
Graham S. Folsom

/s/ Dewey A. Stringer, III     Director                           August 4, 1998
---------------------------
Dewey A. Stringer, III

/s/ Barry Feiner               Director                           August 4, 1998
---------------------------
Barry Feiner

--------------------------     Director                           August 4, 1998
Gary Gelman

--------------------------     Director                           August 4, 1998
D. R. Shaughnessy

                                      S-4
SIGNATURES

     The 401(k) Plan.  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 August 4, 1998.

                                         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