As filed with the Securities and Exchange Commission on August 10, 2000
                                              Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
      --------------------------------------------------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
      --------------------------------------------------------------------
                            PENDARIES PETROLEUM LTD.
             (Exact name of registrant as specified in its charter)

    Canada                                                  52-2051576
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

 8 Greenway Plaza, Suite 910
     Houston, Texas                                             77046
(Address of principal executive offices)                       (Zip Code)


                            PENDARIES PETROLEUM LTD.
                             1997 STOCK OPTION PLAN
                             AS AMENDED AND RESTATED

                            PENDARIES PETROLEUM LTD.
                             1997 COMPENSATION PLAN
                            (Full title of the plans)
      --------------------------------------------------------------------
                PHILIP R. HENRY, VICE PRESIDENT, CORP. SECRETARY
                           8 GREENWAY PLAZA, SUITE 910
                              HOUSTON, TEXAS 77046
                                 (713) 355-2900
 (Name, address and telephone number including area code of agent for service)

                                    Copy to:
                               JUDY GECHMAN, ESQ.
                              JENKENS & GILCHRIST,
                           A PROFESSIONAL CORPORATION
                           1100 LOUISIANA, SUITE 1800
                              HOUSTON, TEXAS 77002
                                 (713) 951-3300
      --------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================== ==============
                                                                           PROPOSED                PROPOSED
                                                      AMOUNT                MAXIMUM                 MAXIMUM              AMOUNT OF
             TITLE OF CLASS OF                        TO BE              OFFERING PRICE            AGGREGATE            REGISTRATION
        SECURITIES TO BE REGISTERED              REGISTERED(1)(2)       PER SHARE(3)(4)       OFFERING PRICE(3)(4)       FEE(3)(4)
--------------------------------------------- ----------------------- --------------------- ------------------------- --------------
   <S>                                           <C>                      <C>                    <C>                       <C>
   Common Shares, no par value per share         1,092,600 Shares         $.59 - 13.30           $5,132,021.50             $1,355
============================================= ======================= ===================== ========================= ==============
</TABLE>
          (1) Includes (i) 974,100  Common Shares  issuable  under the Pendaries
Petroleum Ltd. 1997 Stock Option Plan (the "SOP") and (ii) 118,500 Common Shares
issuable under the Pendaries  Petroleum Ltd. 1997  Compensation  Plan (the "SCP"
and, together with the SOP, the "Plans").
          (2)  Pursuant to Rule 416,  this  Registration  Statement is deemed to
include  additional  Common  Shares  issuable  under  the  terms of the Plans to
prevent  dilution  resulting  from any future  stock  split,  stock  dividend or
similar transaction.
          (3) Estimated  solely for the purpose of calculating the  registration
fee.
          (4) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price
per share of the Common Stock offered  hereunder  pursuant to the Plans is based
on (i) 494,500 Common Shares reserved for issuance under the Plans that have not
been issued or are not currently  subject to  outstanding  stock  options,  at a
price per share of  $3.095,  which is the  average  of the  highest  and  lowest
selling price per Common Shares on the American Stock  Exchange,  Inc. on August
4, 2000, and (ii) 598,100 Common Shares  reserved for issuance under the SOP and
subject to stock options  already granted  thereunder at the following  exercise
prices:  (A) 122,000  shares at $2.00 per share,  (B) 106,500 shares at $.94 per
share,  (C)  58,600  shares at $.59 per share,  (D)  61,000  shares at $7.51 per
share,  (E) 5,000  shares at $7.70 per share,  (F)  25,000  shares at $13.16 per
share,  (G) 45,000  shares at $13.30 per share,  (H) 75,000 shares at $12.29 per
share, and (I) 100,000 shares at $8.77 per share.

<PAGE>


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The registrant  hereby  incorporates by reference in this Registration
Statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

          (1) the  registrant's  Annual  Report on Form 10-K for the fiscal year
ended December 31, 1999;

          (2) the  registrant's  Quarterly  Report on Form 10-Q for the  quarter
ended June 30, 2000;

          (3)  the  description  of the  common  shares,  no par  value,  of the
registrant  (the "Common  Shares") set forth in the  Registration  Statement No.
1-14754 on Form 20-F, filed on June 18, 1998,  including any amendment or report
filed for the purpose of updating such description.

          All documents filed by the registrant with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Business Corporations Act (New Brunswick) provides that, except in
respect of an action by or on behalf of the  corporation  or a body corporate to
procure a judgment  in its favor,  a  corporation  may  indemnify  a director or
officer of the corporation,  or a person who acts or acted at the  corporation's
request as a director or officer of a body corporate of which the corporation is
or was a  shareholder  or  creditor,  and his heirs  and legal  representatives,
against all costs, charges, and expenses,  including an amount paid to settle an
action or  satisfy a  judgment,  reasonably  incurred  by him in  respect of any
civil,  criminal or  administrative  action or  proceeding to which he is made a
party  by  reason  of  being  or  having  been a  director  or  officer  of such
corporation or body corporate, if:

    o     he acted  honestly and in good faith with a view to the best interests
          of the corporation; and

    o     in a case of a criminal or administrative action or proceeding that is
          enforced  by  a  monetary  penalty,  he  had  reasonable  grounds  for
          believing that his conduct was lawful.

          The Business  Corporations  Act (New Brunswick)  provides that even if
such a person is named in an action by or on behalf of the  corporation  or body
corporate to procure a judgment in its favor, a corporation may indemnify such a



<PAGE>

person with court  approval if such person meets the  standards set forth in the
Business  Corporation Act (New Brunswick).  Additionally,  a person named in the
Business  Corporations  Act (New  Brunswick)  is entitled to indemnity  from the
corporation if the person seeking indemnity:

    o     was  substantially  successful  on the  merits in his  defense  of the
          action or proceeding;

    o     fulfills the conditions set forth above; and

    o     is fairly and reasonably entitled to indemnity

Section  7.02 of our  By-laws  contains  the  same  standards  set  forth in the
Business  Corporations Act (New Brunswick),  but makes  indemnification  in such
circumstances mandatory by Pendaries.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

          The  following  documents  are  filed  as a part of this  registration
statement.

          4.1       Pendaries  Petroleum Ltd. 1997 Stock Option Plan, as Amended
                    and Restated

          4.2       Pendaries Petroleum Ltd. 1997 Compensation Plan

          5.1       Opinion  of  Stewart  McKelvey  Stirling  Scales,  as to the
                    legality of the shares being offered

         23.1       Consent of Arthur Andersen LLP

         23.2       Consent of Stewart  McKelvey  Stirling Scales  (contained in
                    Exhibit 5.1)

         24.1       Powers of Attorney (contained in the signature pages hereto)

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  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act, 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; and

                  (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.


<PAGE>

          B. The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  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.

          C.  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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  Commission  such
indemnification  is against public policy as expressed in the Securities 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  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.




<PAGE>

                                   SIGNATURES

          Pursuant to the  requirements  of the  Securities  Act, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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, Texas, on the 4th day of August, 2000.

                                             PENDARIES PETROLEUM LTD.


                                             By: /s/ Robert E. Rigney
                                                --------------------------------
                                                Robert E. Rigney
                                                Chairman of the Board,
                                                Chief Executive Officer


                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS,  that each individual  whose signature
appears  below  hereby  constitutes  and  appoints  Bobby J. Fogle and Philip R.
Henry, and each of them, each with full power to act without the other, his true
and lawful  attorneys-in-fact  and agents,  each with full power of substitution
and  resubstitution  for him and in his name,  place and  stead,  in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>

           SIGNATURE                                      CAPACITY                                   DATE
           ---------                                      --------                                   ----
<S>                                     <C>                                                     <C>
/s/ Robert E. Rigney                    Chairman of the Board of Directors, Chief               August 4, 2000
---------                               Executive Oficer (Principal Executive Officer
Robert E. Rigney


/s/ Bobby J. Fogle                      Vice-President-Finance, Director (Principal             August 4, 2000
---------                               Financial & Accounting Officer)
Bobby J. Fogle


/s/ Shingyi Ho                          Vice-President, Director                                August 4, 2000
---------
Shingyi Ho


/s/ Ben F. Barnes                       Director                                                August 4, 2000
---------
Ben F. Barnes


/s/ Paul H. Farrar                      Director                                                August 4, 2000
---------
Paul H. Farrar


---------                               Director                                                August 4, 2000
James C. Roe
</TABLE>
<PAGE>

                                INDEX TO EXHIBITS
                                -----------------

<TABLE>
<CAPTION>
                                                                                          Sequential
   Exhibit                                                                                   Page
   Number                                       Document Description                        Number
   ------                                       --------------------                      ----------

    <S>          <C>                                                                         <C>
    4.1          Pendaries  Petroleum  Ltd.  1997 Stock Option Plan,  as Amended
                 and Restated

    4.2          Pendaries Petroleum Ltd. 1997 Compensation Plan

    5.1          Opinion  of  Stewart  McKelvey   Stirling  Scales,  as  to  the
                 legality of the shares being offered

   23.1          Consent of Arthur Andersen LLP

   23.2          Consent of  Stewart  McKelvey  Stirling  Scales  (contained  in
                 Exhibit 5.1)

   24.1          Powers of Attorney (contained in the signature pages hereto)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "PENDARIES PETROLEUM LTD. S-8", "secsgml_size_bytes": 17220}]
{"company-data": {"conformed-name": "PENDARIES PETROLEUM LTD", "cik": "0001058254", "assigned-sic": "1382", "irs-number": "522051576", "state-of-incorporation": "A3", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43482", "film-number": "691910"}, "business-address": {"street1": "8 GREENWAY PLAZA", "street2": "SUITE 910", "city": "HOUSTON", "state": "TX", "zip": "77046", "phone": "7133552900"}, "mail-address": {"street1": "8 GREENWAY PLAZA", "street2": "SUITE 910", "city": "HOUSTON", "state": "TX", "zip": "77046"}}
As filed with the Securities and Exchange Commission on August 10, 2000
                                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
      --------------------------------------------------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
      --------------------------------------------------------------------
                            PENDARIES PETROLEUM LTD.
             (Exact name of registrant as specified in its charter)

    Canada                                                  52-2051576
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

 8 Greenway Plaza, Suite 910
     Houston, Texas                                             77046
(Address of principal executive offices)                       (Zip Code)

                            PENDARIES PETROLEUM LTD.
                             1997 STOCK OPTION PLAN
                             AS AMENDED AND RESTATED

                            PENDARIES PETROLEUM LTD.
                             1997 COMPENSATION PLAN
                            (Full title of the plans)
      --------------------------------------------------------------------
                PHILIP R. HENRY, VICE PRESIDENT, CORP. SECRETARY
                           8 GREENWAY PLAZA, SUITE 910
                              HOUSTON, TEXAS 77046
                                 (713) 355-2900
 (Name, address and telephone number including area code of agent for service)

                                    Copy to:
                               JUDY GECHMAN, ESQ.
                              JENKENS & GILCHRIST,
                           A PROFESSIONAL CORPORATION
                           1100 LOUISIANA, SUITE 1800
                              HOUSTON, TEXAS 77002
                                 (713) 951-3300
      --------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
===================================================================================================================== ==============
                                                                           PROPOSED                PROPOSED
                                                      AMOUNT                MAXIMUM                 MAXIMUM              AMOUNT OF
             TITLE OF CLASS OF                        TO BE              OFFERING PRICE            AGGREGATE            REGISTRATION
        SECURITIES TO BE REGISTERED              REGISTERED(1)(2)       PER SHARE(3)(4)       OFFERING PRICE(3)(4)       FEE(3)(4)
--------------------------------------------- ----------------------- --------------------- ------------------------- --------------
Common Shares, no par value per share         1,092,600 Shares         $.59 - 13.30           $5,132,021.50             $1,355
============================================= ======================= ===================== ========================= ==============
(1) Includes (i) 974,100  Common Shares  issuable  under the Pendaries
Petroleum Ltd. 1997 Stock Option Plan (the "SOP") and (ii) 118,500 Common Shares
issuable under the Pendaries  Petroleum Ltd. 1997  Compensation  Plan (the "SCP"
and, together with the SOP, the "Plans").
          (2)  Pursuant to Rule 416,  this  Registration  Statement is deemed to
include  additional  Common  Shares  issuable  under  the  terms of the Plans to
prevent  dilution  resulting  from any future  stock  split,  stock  dividend or
similar transaction.
          (3) Estimated  solely for the purpose of calculating the  registration
fee.
          (4) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price
per share of the Common Stock offered  hereunder  pursuant to the Plans is based
on (i) 494,500 Common Shares reserved for issuance under the Plans that have not
been issued or are not currently  subject to  outstanding  stock  options,  at a
price per share of  $3.095,  which is the  average  of the  highest  and  lowest
selling price per Common Shares on the American Stock  Exchange,  Inc. on August
4, 2000, and (ii) 598,100 Common Shares  reserved for issuance under the SOP and
subject to stock options  already granted  thereunder at the following  exercise
prices:  (A) 122,000  shares at $2.00 per share,  (B) 106,500 shares at $.94 per
share,  (C)  58,600  shares at $.59 per share,  (D)  61,000  shares at $7.51 per
share,  (E) 5,000  shares at $7.70 per share,  (F)  25,000  shares at $13.16 per
share,  (G) 45,000  shares at $13.30 per share,  (H) 75,000 shares at $12.29 per
share, and (I) 100,000 shares at $8.77 per share.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The registrant  hereby  incorporates by reference in this Registration
Statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

          (1) the  registrant's  Annual  Report on Form 10-K for the fiscal year
ended December 31, 1999;

          (2) the  registrant's  Quarterly  Report on Form 10-Q for the  quarter
ended June 30, 2000;

          (3)  the  description  of the  common  shares,  no par  value,  of the
registrant  (the "Common  Shares") set forth in the  Registration  Statement No.
1-14754 on Form 20-F, filed on June 18, 1998,  including any amendment or report
filed for the purpose of updating such description.

          All documents filed by the registrant with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Business Corporations Act (New Brunswick) provides that, except in
respect of an action by or on behalf of the  corporation  or a body corporate to
procure a judgment  in its favor,  a  corporation  may  indemnify  a director or
officer of the corporation,  or a person who acts or acted at the  corporation's
request as a director or officer of a body corporate of which the corporation is
or was a  shareholder  or  creditor,  and his heirs  and legal  representatives,
against all costs, charges, and expenses,  including an amount paid to settle an
action or  satisfy a  judgment,  reasonably  incurred  by him in  respect of any
civil,  criminal or  administrative  action or  proceeding to which he is made a
party  by  reason  of  being  or  having  been a  director  or  officer  of such
corporation or body corporate, if:

    o     he acted  honestly and in good faith with a view to the best interests
          of the corporation; and

    o     in a case of a criminal or administrative action or proceeding that is
          enforced  by  a  monetary  penalty,  he  had  reasonable  grounds  for
          believing that his conduct was lawful.

          The Business  Corporations  Act (New Brunswick)  provides that even if
such a person is named in an action by or on behalf of the  corporation  or body
corporate to procure a judgment in its favor, a corporation may indemnify such a
person with court  approval if such person meets the  standards set forth in the
Business  Corporation Act (New Brunswick).  Additionally,  a person named in the
Business  Corporations  Act (New  Brunswick)  is entitled to indemnity  from the
corporation if the person seeking indemnity:

    o     was  substantially  successful  on the  merits in his  defense  of the
          action or proceeding;

    o     fulfills the conditions set forth above; and

    o     is fairly and reasonably entitled to indemnity

Section  7.02 of our  By-laws  contains  the  same  standards  set  forth in the
Business  Corporations Act (New Brunswick),  but makes  indemnification  in such
circumstances mandatory by Pendaries.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

          The  following  documents  are  filed  as a part of this  registration
statement.

          4.1       Pendaries  Petroleum Ltd. 1997 Stock Option Plan, as Amended
                    and Restated

          4.2       Pendaries Petroleum Ltd. 1997 Compensation Plan

          5.1       Opinion  of  Stewart  McKelvey  Stirling  Scales,  as to the
                    legality of the shares being offered

         23.1       Consent of Arthur Andersen LLP

         23.2       Consent of Stewart  McKelvey  Stirling Scales  (contained in
                    Exhibit 5.1)

         24.1       Powers of Attorney (contained in the signature pages hereto)

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  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act, 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; and

                  (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,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  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.

          C.  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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  Commission  such
indemnification  is against public policy as expressed in the Securities 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  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.
SIGNATURES

          Pursuant to the  requirements  of the  Securities  Act, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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, Texas, on the 4th day of August, 2000.

                                             PENDARIES PETROLEUM LTD.

                                             By: /s/ Robert E. Rigney
                                                --------------------------------
                                                Robert E. Rigney
                                                Chairman of the Board,
                                                Chief Executive Officer

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS,  that each individual  whose signature
appears  below  hereby  constitutes  and  appoints  Bobby J. Fogle and Philip R.
Henry, and each of them, each with full power to act without the other, his true
and lawful  attorneys-in-fact  and agents,  each with full power of substitution
and  resubstitution  for him and in his name,  place and  stead,  in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
SIGNATURE                                      CAPACITY                                   DATE
           ---------                                      --------                                   ----
/s/ Robert E. Rigney                    Chairman of the Board of Directors, Chief               August 4, 2000
---------                               Executive Oficer (Principal Executive Officer
Robert E. Rigney

/s/ Bobby J. Fogle                      Vice-President-Finance, Director (Principal             August 4, 2000
---------                               Financial & Accounting Officer)
Bobby J. Fogle

/s/ Shingyi Ho                          Vice-President, Director                                August 4, 2000
---------
Shingyi Ho

/s/ Ben F. Barnes                       Director                                                August 4, 2000
---------
Ben F. Barnes

/s/ Paul H. Farrar                      Director                                                August 4, 2000
---------
Paul H. Farrar

---------                               Director                                                August 4, 2000
James C. Roe
INDEX TO EXHIBITS
                                -----------------
Sequential
   Exhibit                                                                                   Page
   Number                                       Document Description                        Number
   ------                                       --------------------                      ----------
4.1          Pendaries  Petroleum  Ltd.  1997 Stock Option Plan,  as Amended
                 and Restated

    4.2          Pendaries Petroleum Ltd. 1997 Compensation Plan

    5.1          Opinion  of  Stewart  McKelvey   Stirling  Scales,  as  to  the
                 legality of the shares being offered

   23.1          Consent of Arthur Andersen LLP

   23.2          Consent of  Stewart  McKelvey  Stirling  Scales  (contained  in
                 Exhibit 5.1)

   24.1          Powers of Attorney (contained in the signature pages hereto)