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


                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                             POWER EXPLORATION, INC.
             (Exact name of registrant as specified in its charter)

         NEVADA                                          84-0811647
         ------                                          ----------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)


                   5416 BIRCHMAN AVENUE, FORT WORTH, TX 76107
                   ------------------------------------------
                    (Address of principal executive offices)


               1999 STOCK BENEFIT PLAN OF POWER EXPLORATION, INC.
               --------------------------------------------------
                            (Full title of the plan)


          GATEWAY ENTERPRISES, INC. 3230 EAST FLAMINGO ROAD, SUITE 156,
          -------------------------------------------------------------
                            LAS VEGAS, NEVADA 89121
                            -----------------------

            (Name, address, including zip code, of agent for service)

   TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (702) 731-3270
                                                                ---------------

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE

Title of Securities to be           Amounts to       Proposed Maximum           Proposed Maximum            Amount of
Registered                          be               Offering Price Per         Aggregate Offering          Registration
                                    Registered       Share(1)                   Price                       Fee
<S>                                 <C>              <C>                       <C>                         <C>
Common Stock, .02 par value                4,000,000           $2.63                     $10,520,000        $2,924.56
=================================== ================ =========================  =========================== ==================
</TABLE>

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average of the bid and asked  prices of the  Registrant's
         common stock as of December  9,1999,  a date within five  business days
         prior to the date of filing of this registration statement.

         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 Plan described herein.

                                        1


<PAGE>



                                EXPLANATORY NOTE

         The Company has entered into two Advisory  Agreements,  attached hereto
as exhibits D and E, which authorize the issuance of a total of 3,000,000 shares
(out  of the  4,000,000  shares  the  Company  is  registering  under  this  S-8
registration  statement).  Each  of the  Advisory  Agreements  provides  for the
issuance  of  750,000  shares  of  common  stock as  compensation  for bona fide
services  rendered  to the  Company  in  conjunction  with  the  acquisition  of
interests  from Rife Oil  Properties,  Inc. In  addition,  each of the  Advisory
Agreements  grants the Advisor an option to  purchase  up to 750,000  additional
shares at an option  price of  $0.66667  per share as further  compensation  for
services rendered.

               1999 STOCK BENEFIT PLAN OF POWER EXPLORATION, INC.
                  CROSS-REFERENCE SHEET PURSUANT TO RULE 404(A)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

REGISTRATION STATEMENT ITEM NOS. AND HEADINGS  SECTION 10(A) PROSPECTUS HEADING
---------------------------------------------  --------------------------------

1.   Plan Information                   Item 1. General Plan Information

2.   Registrant Information and         Item 2. Registrant Information and
     Employee Plan Annual Information           Employee Plan Annual Information


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents  filed by Power  Exploration,  Inc., a Nevada
corporation  (the "Company"),  with the Securities and Exchange  Commission (the
"Commission") are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1998.

         2. All reports  filed by the Company  with the  Commission  pursuant to
Section  13(a) or 15(d) of the Exchange Act of 1934,  as amended (the  "Exchange
Act"), since the end of the fiscal year ended September 30, 1998.

         3.  The  description  and  specimen  certificate  of the  Common  Stock
contained in the Company's Form S-2  Registration  Statement  filed on August 8,
1980 under the Securities  Act,  including any amendment or report filed for the
purpose of updating such description.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this Registration  Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a), 13(c), 14, or

                                        2


<PAGE>



15(d) of the Exchange Act shall be deemed to be incorporated by reference herein
and to be a part  hereof  from  the  date  of the  filing  of such  reports  and
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         The common  stock of the  Company  being  registered  pursuant  to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange  Act. A  description  of such  securities is contained in the
Company's  initial Form S-2 Registration  Statement filed with the Commission on
August 8, 1980,  and any  amendment  or report filed for the purpose of updating
such  description.  Said description is incorporated  herein by reference.  (See
"Item 3. Incorporation of Documents by Reference.")

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

          No  expert  named  as  preparing  or  certifying  all or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities being offered hereby, was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

         The  Company,  however,  is  incorporated  in the State of Nevada which
under NRS Section  78.037  provides  that a  corporation  may limit or eliminate
officers' and directors' personal liability for breach of fiduciary duty so long
as  liability  is not  eliminated  or limited  for acts or  omissions  involving
intentional  misconduct,  fraud or a knowing  violation of law or the payment of
unlawful distributions.

         Section Eight of Article VIII of the Company's Bylaws provides that the
Company shall indemnify its officers and directors for any liability,  including
reasonable  costs of defense,  arising out of any act or omission of any officer
or director on behalf of the  Corporation  to the fullest  extent allowed by the
laws of the State of Nevada.

         In  actions,  proceedings  and suits  involving  an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the corporation, NRS Section 78.751 (the "Nevada Statute")
permits a  corporation  to indemnify  directors or officers  against  actual and
reasonable expenses,  including attorney fees, judgments, fines and amounts paid
in  settlement.  The Nevada  Statute  applies to actions,  proceedings  or suits
whether civil,  criminal,  administrative  or  arbitrative  in nature.  However,
unless a court directs  otherwise,  indemnification  is permissible  only if the
officer or director meets the applicable standard of conduct and indemnification
is proper  under the  circumstances.  In civil  cases,  the  standard of conduct
requires  the officer or director to act in good faith and in a manner he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
Company. In criminal cases, an officer or director meets the standard of conduct
if they had no reasonable cause to believe his or her conduct was unlawful.  The
board of directors acting through a quorum of disinterested directors,

                                        3


<PAGE>



independent  legal  counsel  designated  by  the  board  of  directors,  or  the
shareholders  shall  determine  whether  indemnification  is  proper  under  the
circumstances.  Termination  of  proceedings  by  judgment,  order,  settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable  standard
of conduct.

         In actions by or in the right of the Company, the Company may indemnify
an officer  or  director  against  expenses  provided  he or she  satisfies  the
applicable standard of conduct. However, the Company cannot indemnify an officer
or director  adjudged  liable to the  corporation on any claim,  issue or matter
unless, and to the extent, the court determines that despite the adjudication of
liability,  and in light of all the  circumstances,  the  officer or director is
fairly and reasonably entitled to indemnity for expenses.

         In all  proceedings,  whether  by or in the  right  of the  Company  or
otherwise, the Nevada Statute requires indemnification to the extent the officer
or  director  is  successful  on the  merits  or  otherwise  in  defense  of the
proceeding  or in  defense  of any  claim,  issue or  matter  therein.  A Nevada
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The Nevada  Statute  does not  exclude  other  indemnification
rights to which a director  or officer  may be  entitled  under the  articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and were material to the cause of action.

         The foregoing  discussion of indemnification  merely summarizes certain
aspects of indemnification provisions and is limited by reference to NRS Section
78.751,  Article VIII of the Company's  Bylaws,  and the  Company's  Articles of
Incorporation, or any amendments thereto.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         No restricted  securities  are being  re-offered or resold  pursuant to
this registration statement.

ITEM 8. EXHIBITS.

         The exhibits attached to this Registration  Statement are listed in the
Exhibit Index, which is found on page 8.

         Included  among the  exhibits  are the  Section  10(a)  Prospectus  and
Consolidated Financial Statements.

ITEM 9.  UNDERTAKINGS

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement to include
         any material information with respect to the

                                        4


<PAGE>



         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         Registration Statement.

         (2) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
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 this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                        5


<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fort Worth, Texas, on December 13, 1999.

                                                     Power Exploration, Inc.

                                                     By: /s/
                                                        ----------------------
                                                     Joe Bill Bennett, as CEO

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the City of Fort Worth,  Texas, on
December 13, 1999.

             The 1999 Stock Benefit Plan of Power Exploration, Inc

                             BY:    /s/
                                 --------------------------------
                                 M.O. Rife III, on behalf of Plan Administrators


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below

constitutes  and appoints Joe Bill  Bennett with power of  substitution,  as his
attorney-in-fact  for him, in all  capacities,  to sign any  amendments  to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may 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  by  the  following  persons  in  the
capacities and on the date indicated.

SIGNATURE                  TITLE                            DATE

  /s/
-----------------         Director and CEO                  December 13, 1999
Joe Bill Bennett


  /s/
----------------          Director and CFO                  December 13, 1999
Mark Zouvas

  /s/
---------------           Director and Chairman             December 13, 1999
M. O. Rife, III




                                        6


<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                             Power Exploration, Inc.
                             (A Nevada corporation)

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




                                        7


<PAGE>







                                INDEX TO EXHIBITS

                                                                  Sequentially
Exhibits   Sec Ref. No.   Description of Exhibit                  Numbered Pages
--------   ------------   ----------------------                  --------------
   A            4         1999 Stock Benefit Plan of the               9
                          Company

   B         5, 23(b)     Opinion and consent of Counsel with
                          respect to the legality of the
                          issuance of securities being issued          14

   C          23(a)       Consent of Accountant                        18

   D            10        Advisory Agreement with Mr.                  19
                          Ronald Welborn

   E            10        Advisory Agreement with Mr.                  26
                          Allen Wolfson

   F            10        Option Agreement with Mr.                    33
                          Allen Wolfson

   G            10        Option Agreement with Mr.                    38
                          Ronald Welborn

   H            99        Section 10(a) Prospectus                     45

    I            99        Consolidated Financial Statements           51






                                        8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20602}]
{"company-data": {"conformed-name": "POWER EXPLORATION INC", "cik": "0000316621", "assigned-sic": "1311", "irs-number": "840811647", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92847", "film-number": "99775519"}, "business-address": {"street1": "5416 BIURCHMAN AVENUE", "city": "FORT WORTH", "state": "TX", "zip": "76107", "phone": "8173774464"}, "mail-address": {"street1": "5416 BIRCHMAN AVENUE", "city": "FORT WORTH", "state": "TX", "zip": "76107"}, "former-company": [{"former-conformed-name": "TITAN ENERGY CORP INC", "date-changed": "19980727"}, {"former-conformed-name": "IMPERIAL ENERGY CORP", "date-changed": "19980727"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                             POWER EXPLORATION, INC.
             (Exact name of registrant as specified in its charter)

         NEVADA                                          84-0811647
         ------                                          ----------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                   5416 BIRCHMAN AVENUE, FORT WORTH, TX 76107
                   ------------------------------------------
                    (Address of principal executive offices)

               1999 STOCK BENEFIT PLAN OF POWER EXPLORATION, INC.
               --------------------------------------------------
                            (Full title of the plan)

          GATEWAY ENTERPRISES, INC. 3230 EAST FLAMINGO ROAD, SUITE 156,
          -------------------------------------------------------------
                            LAS VEGAS, NEVADA 89121
                            -----------------------

            (Name, address, including zip code, of agent for service)

   TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (702) 731-3270
                                                                ---------------
CALCULATION OF REGISTRATION FEE

Title of Securities to be           Amounts to       Proposed Maximum           Proposed Maximum            Amount of
Registered                          be               Offering Price Per         Aggregate Offering          Registration
                                    Registered       Share(1)                   Price                       Fee
Common Stock, .02 par value                4,000,000           $2.63                     $10,520,000        $2,924.56
=================================== ================ =========================  =========================== ==================
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average of the bid and asked  prices of the  Registrant's
         common stock as of December  9,1999,  a date within five  business days
         prior to the date of filing of this registration statement.

         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 Plan described herein.

                                        1
EXPLANATORY NOTE

         The Company has entered into two Advisory  Agreements,  attached hereto
as exhibits D and E, which authorize the issuance of a total of 3,000,000 shares
(out  of the  4,000,000  shares  the  Company  is  registering  under  this  S-8
registration  statement).  Each  of the  Advisory  Agreements  provides  for the
issuance  of  750,000  shares  of  common  stock as  compensation  for bona fide
services  rendered  to the  Company  in  conjunction  with  the  acquisition  of
interests  from Rife Oil  Properties,  Inc. In  addition,  each of the  Advisory
Agreements  grants the Advisor an option to  purchase  up to 750,000  additional
shares at an option  price of  $0.66667  per share as further  compensation  for
services rendered.

               1999 STOCK BENEFIT PLAN OF POWER EXPLORATION, INC.
                  CROSS-REFERENCE SHEET PURSUANT TO RULE 404(A)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

REGISTRATION STATEMENT ITEM NOS. AND HEADINGS  SECTION 10(A) PROSPECTUS HEADING
---------------------------------------------  --------------------------------

1.   Plan Information                   Item 1. General Plan Information

2.   Registrant Information and         Item 2. Registrant Information and
     Employee Plan Annual Information           Employee Plan Annual Information

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents  filed by Power  Exploration,  Inc., a Nevada
corporation  (the "Company"),  with the Securities and Exchange  Commission (the
"Commission") are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1998.

         2. All reports  filed by the Company  with the  Commission  pursuant to
Section  13(a) or 15(d) of the Exchange Act of 1934,  as amended (the  "Exchange
Act"), since the end of the fiscal year ended September 30, 1998.

         3.  The  description  and  specimen  certificate  of the  Common  Stock
contained in the Company's Form S-2  Registration  Statement  filed on August 8,
1980 under the Securities  Act,  including any amendment or report filed for the
purpose of updating such description.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this Registration  Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a), 13(c), 14, or

                                        2
15(d) of the Exchange Act shall be deemed to be incorporated by reference herein
and to be a part  hereof  from  the  date  of the  filing  of such  reports  and
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         The common  stock of the  Company  being  registered  pursuant  to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange  Act. A  description  of such  securities is contained in the
Company's  initial Form S-2 Registration  Statement filed with the Commission on
August 8, 1980,  and any  amendment  or report filed for the purpose of updating
such  description.  Said description is incorporated  herein by reference.  (See
"Item 3. Incorporation of Documents by Reference.")

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

          No  expert  named  as  preparing  or  certifying  all or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities being offered hereby, was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

         The  Company,  however,  is  incorporated  in the State of Nevada which
under NRS Section  78.037  provides  that a  corporation  may limit or eliminate
officers' and directors' personal liability for breach of fiduciary duty so long
as  liability  is not  eliminated  or limited  for acts or  omissions  involving
intentional  misconduct,  fraud or a knowing  violation of law or the payment of
unlawful distributions.

         Section Eight of Article VIII of the Company's Bylaws provides that the
Company shall indemnify its officers and directors for any liability,  including
reasonable  costs of defense,  arising out of any act or omission of any officer
or director on behalf of the  Corporation  to the fullest  extent allowed by the
laws of the State of Nevada.

         In  actions,  proceedings  and suits  involving  an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the corporation, NRS Section 78.751 (the "Nevada Statute")
permits a  corporation  to indemnify  directors or officers  against  actual and
reasonable expenses,  including attorney fees, judgments, fines and amounts paid
in  settlement.  The Nevada  Statute  applies to actions,  proceedings  or suits
whether civil,  criminal,  administrative  or  arbitrative  in nature.  However,
unless a court directs  otherwise,  indemnification  is permissible  only if the
officer or director meets the applicable standard of conduct and indemnification
is proper  under the  circumstances.  In civil  cases,  the  standard of conduct
requires  the officer or director to act in good faith and in a manner he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
Company. In criminal cases, an officer or director meets the standard of conduct
if they had no reasonable cause to believe his or her conduct was unlawful.  The
board of directors acting through a quorum of disinterested directors,

                                        3
independent  legal  counsel  designated  by  the  board  of  directors,  or  the
shareholders  shall  determine  whether  indemnification  is  proper  under  the
circumstances.  Termination  of  proceedings  by  judgment,  order,  settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable  standard
of conduct.

         In actions by or in the right of the Company, the Company may indemnify
an officer  or  director  against  expenses  provided  he or she  satisfies  the
applicable standard of conduct. However, the Company cannot indemnify an officer
or director  adjudged  liable to the  corporation on any claim,  issue or matter
unless, and to the extent, the court determines that despite the adjudication of
liability,  and in light of all the  circumstances,  the  officer or director is
fairly and reasonably entitled to indemnity for expenses.

         In all  proceedings,  whether  by or in the  right  of the  Company  or
otherwise, the Nevada Statute requires indemnification to the extent the officer
or  director  is  successful  on the  merits  or  otherwise  in  defense  of the
proceeding  or in  defense  of any  claim,  issue or  matter  therein.  A Nevada
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The Nevada  Statute  does not  exclude  other  indemnification
rights to which a director  or officer  may be  entitled  under the  articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and were material to the cause of action.

         The foregoing  discussion of indemnification  merely summarizes certain
aspects of indemnification provisions and is limited by reference to NRS Section
78.751,  Article VIII of the Company's  Bylaws,  and the  Company's  Articles of
Incorporation, or any amendments thereto.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         No restricted  securities  are being  re-offered or resold  pursuant to
this registration statement.

ITEM 8. EXHIBITS.

         The exhibits attached to this Registration  Statement are listed in the
Exhibit Index, which is found on page 8.

         Included  among the  exhibits  are the  Section  10(a)  Prospectus  and
Consolidated Financial Statements.

ITEM 9.  UNDERTAKINGS

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement to include
         any material information with respect to the

                                        4
plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         Registration Statement.

         (2) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
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 this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fort Worth, Texas, on December 13, 1999.

                                                     Power Exploration, Inc.

                                                     By: /s/
                                                        ----------------------
                                                     Joe Bill Bennett, as CEO

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the City of Fort Worth,  Texas, on
December 13, 1999.

             The 1999 Stock Benefit Plan of Power Exploration, Inc

                             BY:    /s/
                                 --------------------------------
                                 M.O. Rife III, on behalf of Plan Administrators

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below

constitutes  and appoints Joe Bill  Bennett with power of  substitution,  as his
attorney-in-fact  for him, in all  capacities,  to sign any  amendments  to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may 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  by  the  following  persons  in  the
capacities and on the date indicated.

SIGNATURE                  TITLE                            DATE

  /s/
-----------------         Director and CEO                  December 13, 1999
Joe Bill Bennett

  /s/
----------------          Director and CFO                  December 13, 1999
Mark Zouvas

  /s/
---------------           Director and Chairman             December 13, 1999
M. O. Rife, III

                                        6
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                             Power Exploration, Inc.
                             (A Nevada corporation)

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

                                        7
INDEX TO EXHIBITS

                                                                  Sequentially
Exhibits   Sec Ref. No.   Description of Exhibit                  Numbered Pages
--------   ------------   ----------------------                  --------------
   A            4         1999 Stock Benefit Plan of the               9
                          Company

   B         5, 23(b)     Opinion and consent of Counsel with
                          respect to the legality of the
                          issuance of securities being issued          14

   C          23(a)       Consent of Accountant                        18

   D            10        Advisory Agreement with Mr.                  19
                          Ronald Welborn

   E            10        Advisory Agreement with Mr.                  26
                          Allen Wolfson

   F            10        Option Agreement with Mr.                    33
                          Allen Wolfson

   G            10        Option Agreement with Mr.                    38
                          Ronald Welborn

   H            99        Section 10(a) Prospectus                     45

    I            99        Consolidated Financial Statements           51

                                        8