As filed with the Securities and Exchange Commission on June 4, 1996
      Registration No. 33-_____________
                                                                               

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      

                             CAIRN ENERGY USA, INC.
             (Exact name of registrant as specified in its charter)

                               Delaware                            23-2169839
                    (State or other jurisdiction of            (I.R.S. Employer
                    incorporation or organization)           Identification No.)

                    8235 Douglas Avenue, Suite 1221
                             Dallas, Texas                    75225
               (Address of principal executive offices)     (Zip Code)

                      

                  CAIRN ENERGY USA, INC. 1993 STOCK OPTION PLAN
             CAIRN ENERGY USA, INC. 1993 DIRECTORS STOCK OPTION PLAN
                            (Full title of the plans)

                      

    Michael R. Gilbert                                     Copy to:    
       President                                      Mark D. Wigder, Esq.
   Cairn Energy USA, Inc.                              Jenkens & Gilchrist,
 8235 Douglas Avenue, Suite 1221                 A Professional Corporation
   Dallas, Texas  75225                          1445 Ross Avenue, Suite 3200
       (214) 369-0316                                 Dallas, Texas  75202
(Name, address and telephone number
 including area code of agent for service)

                      
<TABLE>
<CAPTION>

                         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)           per Share(2)(3)        Offering Price(2)(3)           Fee(3)
<S>                                          <C>                       <C>                         <C>                     <C>   
Common Stock, $0.01 par value per share      870,000 Shares            $10,222,500                 $11.75                  $3,525
============================================  ========================  ====================== ==========================  ======

<FN>

     (1) The securities to be registered  include  750,000  shares  reserved for
issuance  under the Cairn  Energy USA,  Inc.  1993 Stock Option Plan and 120,000
shares  reserved for issuance  under the Cairn Energy USA, Inc.  1993  Directors
Stock Option Plan (collectively, the "Plans").
     (2) Estimated solely for the purpose of calculating the registration fee.
     (3) 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
870,000  shares of Common Stock  reserved  for issuance  under the Plans but not
subject to outstanding stock options.
</FN>
</TABLE>



<PAGE>


                                                      PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

                                                      PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

     The  Corporation   hereby   incorporates  by  reference  the   Registration
Statement,  as amended,  on Form S-8 relating to the Cairn Energy USA, Inc. 1993
Stock Option Plan, Registration Number 33-77102. Item 8. Exhibits

         Each of the following exhibits is filed herewith:

     4.3+  Amendment  No. 3 to Cairn Energy USA, Inc. 1993 Stock Option Plan, as
amended.

     4.4+ Form of Incentive  Stock Option  Agreement under the Cairn Energy USA,
Inc. 1993 Stock Option Plan.

     4.5+ Form of  Nonstatutory  Stock Option  Agreement  under the Cairn Energy
USA, Inc. 1993 Stock Option Plan.

     5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation.
     23.1 Consent of Ernst & Young.
     23.2 Consent of Jenkens & Gilchrist,  a Professional  Corporation (included
in their opinion filed as exhibit 5.1 hereto).

     23.3 Consent of Ryder Scott Company.

________________________
     + Stock option plan, management contract or compensatory arrangement.


- --------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
CORPDAL:47942.1  15467-00006
<PAGE>

                                                    SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Dallas, Texas, on June 3, 1996.

                                                 CAIRN ENERGY USA, INC.


                                                 By:    /s/ Michael R. Gilbert
                                                        Michael R. Gilbert,
                                                        President and 
                                                        Chief Executive Officer


                                                 POWER OF ATTORNEY


     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears  below  constitutes  and  appoints  Michael R.  Gilbert and  J. Munro M.
Sutherland,  and each of them, his true and lawful  attorneys-in-fact and agents
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same  with all  exhibits,  thereto,  and all  document  sin  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
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,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents or either of them,  or their or his  substitute or
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>


<S>                                              <C>                                             <C>
Signature                                        Office                                          Date                        
/s/ Michael R. Gilbert                           President and Chief Executive                   June 3, 1996
Michael R. Gilbert                               Officer and Director (Principal
                                                 Executive Officer)
/s/ J. Munro M. Sutherland                       Senior Vice President, Chief                    June 3, 1996
J. Munro M. Sutherland                           Financial Officer, Treasurer and
                                                 Director (Principal Financial and
                                                 Accounting Officer)
/s/ Robert P. Murphy                             Vice President - Exploration and                June 3, 1996
Robert P. Murphy                                 Director
/s/ John C. Halsted                              Director                                        June 3, 1996
John C. Halsted


CORPDAL:47942.1  15467-00006
<PAGE>


Signature                                                        Office                                    Date
/s/ R. Daniel Robins                             Director                                        June 3, 1996
R. Daniel Robins
/s/ Jack O. Nutter, II                           Director                                        June 3, 1996
Jack O. Nutter, II
/s/ James M. Alexander                           Director                                        June 3, 1996
James M. Alexander
/s/ Thomas R. Hix                                Director                                        June 3, 1996
Thomas R. Hix
</TABLE>


CORPDAL:47942.1  15467-00006
<PAGE>


                                                 INDEX TO EXHIBITS


      Exhibit     Description of Exhibit

     4.3+  Amendment  No. 3 to Cairn Energy USA, Inc. 1993 Stock Option Plan, as
amended.
     4.4+ Form of Incentive  Stock Option  Agreement under the Cairn Energy USA,
Inc. 1993 Stock Option Plan.

     4.5+ Form of  Nonstatutory  Stock Option  Agreement  under the Cairn Energy
USA, Inc. 1993 Stock Option Plan.

     5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation.

     23.1 Consent of Ernst & Young.
 
     23.2 Consent of Ryder Scott Company.

     23.3 Consent of Jenkens & Gilchrist,  a Professional  Corporation (included
in their opinion filed as exhibit 5.1 hereto).

CORPDAL:47942.1  15467-00006
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR CAIRN ENERGY USA", "secsgml_size_bytes": 9865}]
{"company-data": {"conformed-name": "CAIRN ENERGY USA INC", "cik": "0000353153", "assigned-sic": "1311", "irs-number": "232169839", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05165", "film-number": "96576619"}, "business-address": {"street1": "8235 DOUGLAS AVE STE 1221", "city": "DALLAS", "state": "TX", "zip": "75225", "phone": "2143690316"}, "mail-address": {"street1": "8235 DOUGLAS AVE", "street2": "STE 1221", "city": "DALLAS", "state": "TX", "zip": "75225"}, "former-company": {"former-conformed-name": "OMNI EXPLORATION INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 4, 1996
      Registration No. 33-_____________
                                                                               

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      

                             CAIRN ENERGY USA, INC.
             (Exact name of registrant as specified in its charter)

                               Delaware                            23-2169839
                    (State or other jurisdiction of            (I.R.S. Employer
                    incorporation or organization)           Identification No.)

                    8235 Douglas Avenue, Suite 1221
                             Dallas, Texas                    75225
               (Address of principal executive offices)     (Zip Code)

                      

                  CAIRN ENERGY USA, INC. 1993 STOCK OPTION PLAN
             CAIRN ENERGY USA, INC. 1993 DIRECTORS STOCK OPTION PLAN
                            (Full title of the plans)

                      

    Michael R. Gilbert                                     Copy to:    
       President                                      Mark D. Wigder, Esq.
   Cairn Energy USA, Inc.                              Jenkens & Gilchrist,
 8235 Douglas Avenue, Suite 1221                 A Professional Corporation
   Dallas, Texas  75225                          1445 Ross Avenue, Suite 3200
       (214) 369-0316                                 Dallas, Texas  75202
(Name, address and telephone number
 including area code of agent for service)
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)           per Share(2)(3)        Offering Price(2)(3)           Fee(3)
Common Stock, $0.01 par value per share      870,000 Shares            $10,222,500                 $11.75                  $3,525
============================================  ========================  ====================== ==========================  ======
(1) The securities to be registered  include  750,000  shares  reserved for
issuance  under the Cairn  Energy USA,  Inc.  1993 Stock Option Plan and 120,000
shares  reserved for issuance  under the Cairn Energy USA, Inc.  1993  Directors
Stock Option Plan (collectively, the "Plans").
     (2) Estimated solely for the purpose of calculating the registration fee.
     (3) 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
870,000  shares of Common Stock  reserved  for issuance  under the Plans but not
subject to outstanding stock options.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

                                                      PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

     The  Corporation   hereby   incorporates  by  reference  the   Registration
Statement,  as amended,  on Form S-8 relating to the Cairn Energy USA, Inc. 1993
Stock Option Plan, Registration Number 33-77102. Item 8. Exhibits

         Each of the following exhibits is filed herewith:

     4.3+  Amendment  No. 3 to Cairn Energy USA, Inc. 1993 Stock Option Plan, as
amended.

     4.4+ Form of Incentive  Stock Option  Agreement under the Cairn Energy USA,
Inc. 1993 Stock Option Plan.

     4.5+ Form of  Nonstatutory  Stock Option  Agreement  under the Cairn Energy
USA, Inc. 1993 Stock Option Plan.

     5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation.
     23.1 Consent of Ernst & Young.
     23.2 Consent of Jenkens & Gilchrist,  a Professional  Corporation (included
in their opinion filed as exhibit 5.1 hereto).

     23.3 Consent of Ryder Scott Company.

________________________
     + Stock option plan, management contract or compensatory arrangement.

- --------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
CORPDAL:47942.1  15467-00006
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Dallas, Texas, on June 3, 1996.

                                                 CAIRN ENERGY USA, INC.

                                                 By:    /s/ Michael R. Gilbert
                                                        Michael R. Gilbert,
                                                        President and 
                                                        Chief Executive Officer

                                                 POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears  below  constitutes  and  appoints  Michael R.  Gilbert and  J. Munro M.
Sutherland,  and each of them, his true and lawful  attorneys-in-fact and agents
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same  with all  exhibits,  thereto,  and all  document  sin  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
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,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents or either of them,  or their or his  substitute or
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                                        Office                                          Date                        
/s/ Michael R. Gilbert                           President and Chief Executive                   June 3, 1996
Michael R. Gilbert                               Officer and Director (Principal
                                                 Executive Officer)
/s/ J. Munro M. Sutherland                       Senior Vice President, Chief                    June 3, 1996
J. Munro M. Sutherland                           Financial Officer, Treasurer and
                                                 Director (Principal Financial and
                                                 Accounting Officer)
/s/ Robert P. Murphy                             Vice President - Exploration and                June 3, 1996
Robert P. Murphy                                 Director
/s/ John C. Halsted                              Director                                        June 3, 1996
John C. Halsted

CORPDAL:47942.1  15467-00006
Signature                                                        Office                                    Date
/s/ R. Daniel Robins                             Director                                        June 3, 1996
R. Daniel Robins
/s/ Jack O. Nutter, II                           Director                                        June 3, 1996
Jack O. Nutter, II
/s/ James M. Alexander                           Director                                        June 3, 1996
James M. Alexander
/s/ Thomas R. Hix                                Director                                        June 3, 1996
Thomas R. Hix
CORPDAL:47942.1  15467-00006
INDEX TO EXHIBITS

      Exhibit     Description of Exhibit

     4.3+  Amendment  No. 3 to Cairn Energy USA, Inc. 1993 Stock Option Plan, as
amended.
     4.4+ Form of Incentive  Stock Option  Agreement under the Cairn Energy USA,
Inc. 1993 Stock Option Plan.

     4.5+ Form of  Nonstatutory  Stock Option  Agreement  under the Cairn Energy
USA, Inc. 1993 Stock Option Plan.

     5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation.

     23.1 Consent of Ernst & Young.
 
     23.2 Consent of Ryder Scott Company.

     23.3 Consent of Jenkens & Gilchrist,  a Professional  Corporation (included
in their opinion filed as exhibit 5.1 hereto).

CORPDAL:47942.1  15467-00006