As filed with the Securities and Exchange Commission on March 12, 1998  
                                                  Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                         SANTA FE ENERGY RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                       36-2722169
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                              1616 South Voss Road
                              Houston, Texas 77057
          (Address, including zip code, of Principal Executive Offices)


                         SANTA FE ENERGY RESOURCES, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the plan)


                                 David L. Hicks
                    Vice President - Law and General Counsel
                         Santa Fe Energy Resources, Inc.
                              1616 South Voss Road
                              Houston, Texas 77057
                                 (713) 507-5000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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


                                    copy to:

                               G. Michael O'Leary
                             Andrews & Kurth L.L.P.
                            4200 Texas Commerce Tower
                                   600 Travis
                              Houston, Texas 77002
                                 (713) 220-4200

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


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


==================================================================================================================================
                                                                                             Proposed
                                                                      Proposed Maximum        Maximum                        
                                                  Amount               Offering Price        Aggregate            Amount of
   Title of Securities to be Registered     to be registered (1)(2)    Per Share (3)      Offering Price (3)  Registration Fee (3)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                     <C>                <C>                 <C>   
Common Stock, Par Value $.01 Per Share           100,000                $ 10.78           $ 1,078,125         $ 318.05
=========================================== ================== ===================================================================
</TABLE>

(1)  Subject to  adjustment  to prevent  dilution  resulting  from stock splits,
     stock  dividends  or similar  transactions. 
(2)  Includes  preferred share purchase rights associated with the Common Stock.
     No separate fee is payable in respect of the registration of such preferred
     share  purchase  rights.  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 stock purchase plan described herein.
(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h),  based upon the average of the high and low prices
     of a share of the Company's  Common Stock for March 6, 1998 on the New York
     Stock Exchange as reported in The Wall Street Journal on March 9, 1998.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Santa Fe Energy Resources,  Inc. (the "Company") hereby incorporates by
reference  the following  documents  listed  below.  In addition,  all documents
subsequently  filed by the Company  pursuant to Sections  13(a),  13(c),  14 and
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") (prior to the
filing of a  post-effective  amendment  which  indicates that all the securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold)  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part thereof from the date of filing of such documents.

         (1) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1997;

         (2) The  description  of the  Company's  common stock  contained in the
Company's  Registration  Statement  on Form  8-A  (No.  1-7667)  filed  with the
Commission on February 21, 1990 pursuant to Section 12 of the Exchange Act.


ITEM 4.  DESCRIPTION OF SECURITIES.

         The  information   required  by  Item  4  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The  information   required  by  Item  5  is  not  applicable  to  this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Subsection  (a) of Section  145 of the General  Corporation  Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action,  or suit by or in the  right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
made to be liable to the  corporation  unless  and only to the  extent  that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a corporation  has been  successful on the merits or otherwise in the defense
of any action,  suit or  proceeding  referred to in  subsections  (a) and (b) of
Section 145 in the defense of any claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection  therewith;  that indemnification  provided for by
Section  145  shall  not be deemed  exclusive  of any other  rights to which the
indemnified party may be entitled; that indemnification


                                      II-1

<PAGE>



provided for by Section 145 shall,  unless otherwise provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent  and  shall  inure to the  benefit  of such  person's  heirs,
executors  and  administrators;  and  empowers the  corporation  to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him and incurred by him in any such capacity,  or
arising out of his status as such whether or not the corporation  would have the
power to indemnify him against such liabilities under Section 145.

         Section  102(b)(7)  of the  General  Corporation  Law of the  State  of
Delaware  provides that a certificate of  incorporation  may contain a provision
eliminating or limiting the personal  liability of a director to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director provided that such provision shall not eliminate or limit the liability
of a  director  (i) for any  breach of the  director's  duty of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

         Article NINTH of the Company's  Certification of  Incorporation  states
that:

         "No  director  of the  Corporation  shall be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty by such director as a director;  provided, however, that this Article NINTH
shall not eliminate or limit the liability of a director to the extent  provided
by applicable  law (i) for any breach of the  director's  duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this Article  NINTH shall apply to, or have any effect
on, the liability or alleged liability of any director of the Corporation for or
with respect to any facts or omissions of such director  occurring prior to such
amendment or repeal. If the General  Corporation Law of the State of Delaware is
amended to  authorize  corporate  action  further  eliminating  or limiting  the
personal  liability  of  directors,  then the  liability  of a  director  of the
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the General Corporation Law of the State of Delaware, as so amended."

         In addition,  Article VI of the Company's  Bylaws further provides that
the Company shall indemnify its officers, directors and employees to the fullest
extent  permitted by law.  Pursuant to such  provision,  the Company has entered
into agreements with various officers, directors and employees which provide for
indemnification of such persons.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The  information   required  by  Item  7  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.


ITEM 8.  EXHIBITS.

Exhibit
Number            Description
------            -----------

   23.1           Consent of Independent Accountants.

   23.2           Consent of Ryder Scott Company Petroleum Engineers.

   24.1           Power of Attorney (included in signature page).

   99.1           Santa Fe Energy Resources, Inc. Employee Stock Purchase Plan.

ITEM 9.   UNDERTAKINGS

          (a) The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

                                      II-2
<PAGE>
              
                  
                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this Registration Statement;

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in this Registration Statement;

                           Provided,  however,  that  paragraphs  (a)(1)(i)  and
                  (a)(1)(ii)  above do not apply if the information  required to
                  be included in a post-effective  amendment by those paragraphs
                  is contained in periodic reports filed by the Company pursuant
                  to Section 13 or Section 15(d) of the Securities  Exchange Act
                  of 1934 that are incorporated by reference in the Registration
                  Statement.

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

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

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

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


                                      II-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 the 12th day of
December, 1997.

                                  Santa Fe Energy Resources, Inc.
                                  (Registrant)


                                  By:  /s/ James L. Payne
                                       ------------------------------
                                       James L. Payne
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  officers
and  directors  of  Santa Fe  Energy  Resources,  Inc.  (the  "Company")  hereby
constitutes  and appoints  James L. Payne and David L. Hicks (with full power to
each of them to act alone) his true and lawful  attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities,  to sign,  execute and file this  Registration
Statement  under  the  Securities  Act  of  1933,  as  amended,  and  any or all
amendments (including, without limitation,  post-effective amendments), with all
exhibits and any and all  documents  required to be filed with respect  thereto,
with  the  Securities  and  Exchange  Commission  or any  regulatory  authority,
granting unto such  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises in order to effectuate  the same,
as fully to all  intents  and  purposes  as he  himself  might or could  do,  if
personally   present,   hereby   ratifying   and   confirming   all  that   said
attorneys-in-fact   and  agents,   or  any  of  them,  or  their  substitute  or
substitutes, may lawfully do or cause to be done.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

                Signature                                          Title                              Date
                ---------                                          -----                              ----
<S>                                          <C>                                             <C>   

/s/ James L. Payne                            Chairman, President, Chief Executive            December 12, 1997
----------------------------------------      Officer and Director (Principal Executive
James L. Payne                                Officer)  
                                             

/s/ J.F. Clark                                Vice President and Chief Financial               December 12 , 1997
----------------------------------------
J. F. Clark                                   Officer (Principal Financial and
                                              Accounting Officer)

/s/ William E. Greehey                        Director                                         December 12, 1997
----------------------------------------                                         
William E. Greehey

/s/ Melvyn N. Klein                           Director                                         December  12, 1997
----------------------------------------
Melvyn N. Klein

/s/ Alan V. Martini                           Director                                         December 12, 1997
----------------------------------------
Allan V. Martini

/s/ Reuben F. Richards                        Director                                         December  12, 1997
----------------------------------------
Reuben F. Richards

/s/Kathryn D. Wriston                         Director                                         December  12, 1997
----------------------------------------
Kathryn D. Wriston
</TABLE>




                                      II-4

<PAGE>



         The Plan.  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 Houston, State of Texas,
on the 11th day of March, 1998.


                               SANTA FE ENERGY RESOURCES, INC.
                               EMPLOYEE STOCK PURCHASE PLAN


                               By: /s/ Charles G Hain, Jr.
                                   --------------------------------
                                  Charles G. Hain, Jr.
                                  Vice President-- Human and Data Resources




                                      II-5

<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number


23.1     Consent of Independent Accountants.

23.2     Consent of Ryder Scott Company Petroleum Engineers.

24.1     Power of Attorney (included in signature page).

99.1     Santa Fe Energy Resources, Inc. Employee Stock Purchase Plan.
[{"type": "S-8", "sequence": "1", "description": "SANTA FE ENERGY RESOURCES, INC. FORM S-8", "secsgml_size_bytes": 22555}]
{"company-data": {"conformed-name": "SANTA FE ENERGY RESOURCES INC", "cik": "0000086772", "assigned-sic": "1311", "irs-number": "362722169", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47847", "film-number": "98564412"}, "business-address": {"street1": "1616 S.VOSS RD.", "street2": "STE. 1000", "city": "HOUSTON", "state": "TX", "zip": "77057", "phone": "713-507-5000"}, "mail-address": {"street1": "1616 S VOSS ROAD STE 1000", "city": "HOUSTON", "state": "TX", "zip": "77057"}, "former-company": {"former-conformed-name": "SANTA FE NATURAL RESOURCES INC", "date-changed": "19900111"}}
As filed with the Securities and Exchange Commission on March 12, 1998  
                                                  Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         SANTA FE ENERGY RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                       36-2722169
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                              1616 South Voss Road
                              Houston, Texas 77057
          (Address, including zip code, of Principal Executive Offices)

                         SANTA FE ENERGY RESOURCES, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the plan)

                                 David L. Hicks
                    Vice President - Law and General Counsel
                         Santa Fe Energy Resources, Inc.
                              1616 South Voss Road
                              Houston, Texas 77057
                                 (713) 507-5000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                    copy to:

                               G. Michael O'Leary
                             Andrews & Kurth L.L.P.
                            4200 Texas Commerce Tower
                                   600 Travis
                              Houston, Texas 77002
                                 (713) 220-4200

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

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                                             Proposed
                                                                      Proposed Maximum        Maximum                        
                                                  Amount               Offering Price        Aggregate            Amount of
   Title of Securities to be Registered     to be registered (1)(2)    Per Share (3)      Offering Price (3)  Registration Fee (3)
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, Par Value $.01 Per Share           100,000                $ 10.78           $ 1,078,125         $ 318.05
=========================================== ================== ===================================================================
(1)  Subject to  adjustment  to prevent  dilution  resulting  from stock splits,
     stock  dividends  or similar  transactions. 
(2)  Includes  preferred share purchase rights associated with the Common Stock.
     No separate fee is payable in respect of the registration of such preferred
     share  purchase  rights.  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 stock purchase plan described herein.
(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h),  based upon the average of the high and low prices
     of a share of the Company's  Common Stock for March 6, 1998 on the New York
     Stock Exchange as reported in The Wall Street Journal on March 9, 1998.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Santa Fe Energy Resources,  Inc. (the "Company") hereby incorporates by
reference  the following  documents  listed  below.  In addition,  all documents
subsequently  filed by the Company  pursuant to Sections  13(a),  13(c),  14 and
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") (prior to the
filing of a  post-effective  amendment  which  indicates that all the securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold)  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part thereof from the date of filing of such documents.

         (1) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1997;

         (2) The  description  of the  Company's  common stock  contained in the
Company's  Registration  Statement  on Form  8-A  (No.  1-7667)  filed  with the
Commission on February 21, 1990 pursuant to Section 12 of the Exchange Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The  information   required  by  Item  4  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The  information   required  by  Item  5  is  not  applicable  to  this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Subsection  (a) of Section  145 of the General  Corporation  Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action,  or suit by or in the  right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
made to be liable to the  corporation  unless  and only to the  extent  that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a corporation  has been  successful on the merits or otherwise in the defense
of any action,  suit or  proceeding  referred to in  subsections  (a) and (b) of
Section 145 in the defense of any claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection  therewith;  that indemnification  provided for by
Section  145  shall  not be deemed  exclusive  of any other  rights to which the
indemnified party may be entitled; that indemnification

                                      II-1
provided for by Section 145 shall,  unless otherwise provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent  and  shall  inure to the  benefit  of such  person's  heirs,
executors  and  administrators;  and  empowers the  corporation  to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him and incurred by him in any such capacity,  or
arising out of his status as such whether or not the corporation  would have the
power to indemnify him against such liabilities under Section 145.

         Section  102(b)(7)  of the  General  Corporation  Law of the  State  of
Delaware  provides that a certificate of  incorporation  may contain a provision
eliminating or limiting the personal  liability of a director to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director provided that such provision shall not eliminate or limit the liability
of a  director  (i) for any  breach of the  director's  duty of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

         Article NINTH of the Company's  Certification of  Incorporation  states
that:

         "No  director  of the  Corporation  shall be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty by such director as a director;  provided, however, that this Article NINTH
shall not eliminate or limit the liability of a director to the extent  provided
by applicable  law (i) for any breach of the  director's  duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this Article  NINTH shall apply to, or have any effect
on, the liability or alleged liability of any director of the Corporation for or
with respect to any facts or omissions of such director  occurring prior to such
amendment or repeal. If the General  Corporation Law of the State of Delaware is
amended to  authorize  corporate  action  further  eliminating  or limiting  the
personal  liability  of  directors,  then the  liability  of a  director  of the
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the General Corporation Law of the State of Delaware, as so amended."

         In addition,  Article VI of the Company's  Bylaws further provides that
the Company shall indemnify its officers, directors and employees to the fullest
extent  permitted by law.  Pursuant to such  provision,  the Company has entered
into agreements with various officers, directors and employees which provide for
indemnification of such persons.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The  information   required  by  Item  7  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 8.  EXHIBITS.

Exhibit
Number            Description
------            -----------

   23.1           Consent of Independent Accountants.

   23.2           Consent of Ryder Scott Company Petroleum Engineers.

   24.1           Power of Attorney (included in signature page).

   99.1           Santa Fe Energy Resources, Inc. Employee Stock Purchase Plan.

ITEM 9.   UNDERTAKINGS

          (a) The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

                                      II-2
(i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this Registration Statement;

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in this Registration Statement;

                           Provided,  however,  that  paragraphs  (a)(1)(i)  and
                  (a)(1)(ii)  above do not apply if the information  required to
                  be included in a post-effective  amendment by those paragraphs
                  is contained in periodic reports filed by the Company pursuant
                  to Section 13 or Section 15(d) of the Securities  Exchange Act
                  of 1934 that are incorporated by reference in the Registration
                  Statement.

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

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

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

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

                                      II-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 the 12th day of
December, 1997.

                                  Santa Fe Energy Resources, Inc.
                                  (Registrant)

                                  By:  /s/ James L. Payne
                                       ------------------------------
                                       James L. Payne
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  officers
and  directors  of  Santa Fe  Energy  Resources,  Inc.  (the  "Company")  hereby
constitutes  and appoints  James L. Payne and David L. Hicks (with full power to
each of them to act alone) his true and lawful  attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities,  to sign,  execute and file this  Registration
Statement  under  the  Securities  Act  of  1933,  as  amended,  and  any or all
amendments (including, without limitation,  post-effective amendments), with all
exhibits and any and all  documents  required to be filed with respect  thereto,
with  the  Securities  and  Exchange  Commission  or any  regulatory  authority,
granting unto such  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises in order to effectuate  the same,
as fully to all  intents  and  purposes  as he  himself  might or could  do,  if
personally   present,   hereby   ratifying   and   confirming   all  that   said
attorneys-in-fact   and  agents,   or  any  of  them,  or  their  substitute  or
substitutes, may lawfully do or cause to be done.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                          Title                              Date
                ---------                                          -----                              ----
/s/ James L. Payne                            Chairman, President, Chief Executive            December 12, 1997
----------------------------------------      Officer and Director (Principal Executive
James L. Payne                                Officer)  
                                             

/s/ J.F. Clark                                Vice President and Chief Financial               December 12 , 1997
----------------------------------------
J. F. Clark                                   Officer (Principal Financial and
                                              Accounting Officer)

/s/ William E. Greehey                        Director                                         December 12, 1997
----------------------------------------                                         
William E. Greehey

/s/ Melvyn N. Klein                           Director                                         December  12, 1997
----------------------------------------
Melvyn N. Klein

/s/ Alan V. Martini                           Director                                         December 12, 1997
----------------------------------------
Allan V. Martini

/s/ Reuben F. Richards                        Director                                         December  12, 1997
----------------------------------------
Reuben F. Richards

/s/Kathryn D. Wriston                         Director                                         December  12, 1997
----------------------------------------
Kathryn D. Wriston
II-4
The Plan.  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 Houston, State of Texas,
on the 11th day of March, 1998.

                               SANTA FE ENERGY RESOURCES, INC.
                               EMPLOYEE STOCK PURCHASE PLAN

                               By: /s/ Charles G Hain, Jr.
                                   --------------------------------
                                  Charles G. Hain, Jr.
                                  Vice President-- Human and Data Resources

                                      II-5
EXHIBIT INDEX

Exhibit
Number

23.1     Consent of Independent Accountants.

23.2     Consent of Ryder Scott Company Petroleum Engineers.

24.1     Power of Attorney (included in signature page).

99.1     Santa Fe Energy Resources, Inc. Employee Stock Purchase Plan.