As filed with the Securities and Exchange Commission on September 18, 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)
<TABLE>
<S>   <C>                                                                              <C>    

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


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


                         SANTA FE ENERGY RESOURCES, INC.

                     1995 INCENTIVE STOCK COMPENSATION PLAN

                           FOR NONEXECUTIVE EMPLOYEES

                            (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) 783-2401
            (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 Chase Tower
                                   600 Travis
                              Houston, Texas 77002
                                 (713) 220-4200
                  --------------------------------------------



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

=======================================================================================================================
                                                                                         Proposed
                                                                      Proposed           Maximum
                                                    Amount            Maximum           Aggregate          Amount of
                                                     to be         Offering Price        Offering         Registration
     Title of Securities to be Registered         registered       Per Share (1)        Price (1)             Fee
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Common Stock, Par Value $.01 Per Share             2,000,000           $8.656          $17,312,000         $5,107.04
=======================================================================================================================
</TABLE>

(1)  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 September 15, 1998 on the New
     York Stock Exchange as reported in The Wall Street Journal on September 16,
     1998.

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

                                               

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  This Registration  Statement on Form S-8 is being filed solely
to register additional  securities.  In accordance with General Instruction E of
Form S-8, the Registrant  hereby  incorporates  by reference the contents of the
Registrant's   registration  statements  on  Form  S-8  (No.  33-59255  and  No.
333-34161), each as filed with the Securities and Exchange Commission on May 12,
1995 and  August  22,  1997,  respectively,  relating  to the  Santa  Fe  Energy
Resources,   Inc.  1995  Incentive  Stock  Compensation  Plan  for  Nonexecutive
Employees.


ITEM 8.  EXHIBITS.

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

    5.1           Opinion of Andrews & Kurth L.L.P.

   23.1           Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

   23.2           Consent of Independent Accountants.

   23.3           Consent of Ryder Scott Company Petroleum Engineers.

   24.1           Power of Attorney (included on signature page).

   99.1           Third Amendment to Santa Fe Energy Resources, Inc. 1995
                  Incentive Stock Compensation Plan for Nonexecutive Employees.





                                      II-1

<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 18th day of
September, 1998.

                                                Santa Fe Energy Resources, Inc.
                                                (Registrant)



                                                By: /s/ James L. Payne
                                                    --------------------------- 
                                                       James L. Payne
                                                    Chairman of the Board
                                                  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 of the Board, Chief Executive              September 18, 1998
----------------------------------------      Officer and Director (Principal Executive
James L. Payne                                Officer) 
                                              


/s/ J.F. Clark                                Senior Vice President and Chief Financial           September 18, 1998
-----------------------------------------     Officer (Principal Financial and
J. F. Clark                                   Accounting Officer)
                                              


/s/ William E. Greehey                        Director                                            September 18, 1998
----------------------------------------
William E. Greehey

/s/ Melvyn N. Klein                           Director                                            September 18, 1998
----------------------------------------
Melvyn N. Klein

/s/ Allan V. Martini                          Director                                            September 18, 1998
----------------------------------------
Allan V. Martini

/s/ Reuben F. Richards                        Director                                            September 18, 1998
----------------------------------------
Reuben F. Richards

/s/ Marc J. Shapiro                           Director                                            September 18, 1998
----------------------------------------
Marc J. Shapiro

/s/ Kathryn D. Wriston                        Director                                            September 18, 1998
----------------------------------------
Kathryn D. Wriston

</TABLE>

                                      II-2

<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number

     5.1   Opinion Letter of Andrews & Kurth L.L.P.

    23.1   Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

    23.2   Consent of Independent Accountants.

    23.3   Consent of Ryder Scott Company Petroleum Engineers.

    24.1   Power of Attorney (included on signature page).

    99.1   Third Amendment to Santa Fe Energy Resources, Inc. 1995 Incentive
           Stock Compensation Plan for Nonexecutive Employees.
[{"type": "S-8", "sequence": "1", "description": "SANTA FE ENERGY RESOURCES, INC. FORM S-8", "secsgml_size_bytes": 10412}]
{"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": "333-63711", "film-number": "98711682"}, "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 September 18, 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.

                     1995 INCENTIVE STOCK COMPENSATION PLAN

                           FOR NONEXECUTIVE EMPLOYEES

                            (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) 783-2401
            (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 Chase Tower
                                   600 Travis
                              Houston, Texas 77002
                                 (713) 220-4200
                  --------------------------------------------

                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                                                         Proposed
                                                                      Proposed           Maximum
                                                    Amount            Maximum           Aggregate          Amount of
                                                     to be         Offering Price        Offering         Registration
     Title of Securities to be Registered         registered       Per Share (1)        Price (1)             Fee
Common Stock, Par Value $.01 Per Share             2,000,000           $8.656          $17,312,000         $5,107.04
=======================================================================================================================
(1)  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 September 15, 1998 on the New
     York Stock Exchange as reported in The Wall Street Journal on September 16,
     1998.

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

                                               

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  This Registration  Statement on Form S-8 is being filed solely
to register additional  securities.  In accordance with General Instruction E of
Form S-8, the Registrant  hereby  incorporates  by reference the contents of the
Registrant's   registration  statements  on  Form  S-8  (No.  33-59255  and  No.
333-34161), each as filed with the Securities and Exchange Commission on May 12,
1995 and  August  22,  1997,  respectively,  relating  to the  Santa  Fe  Energy
Resources,   Inc.  1995  Incentive  Stock  Compensation  Plan  for  Nonexecutive
Employees.

ITEM 8.  EXHIBITS.

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

    5.1           Opinion of Andrews & Kurth L.L.P.

   23.1           Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

   23.2           Consent of Independent Accountants.

   23.3           Consent of Ryder Scott Company Petroleum Engineers.

   24.1           Power of Attorney (included on signature page).

   99.1           Third Amendment to Santa Fe Energy Resources, Inc. 1995
                  Incentive Stock Compensation Plan for Nonexecutive Employees.

                                      II-1
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 18th day of
September, 1998.

                                                Santa Fe Energy Resources, Inc.
                                                (Registrant)

                                                By: /s/ James L. Payne
                                                    --------------------------- 
                                                       James L. Payne
                                                    Chairman of the Board
                                                  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 of the Board, Chief Executive              September 18, 1998
----------------------------------------      Officer and Director (Principal Executive
James L. Payne                                Officer) 
                                              

/s/ J.F. Clark                                Senior Vice President and Chief Financial           September 18, 1998
-----------------------------------------     Officer (Principal Financial and
J. F. Clark                                   Accounting Officer)
                                              

/s/ William E. Greehey                        Director                                            September 18, 1998
----------------------------------------
William E. Greehey

/s/ Melvyn N. Klein                           Director                                            September 18, 1998
----------------------------------------
Melvyn N. Klein

/s/ Allan V. Martini                          Director                                            September 18, 1998
----------------------------------------
Allan V. Martini

/s/ Reuben F. Richards                        Director                                            September 18, 1998
----------------------------------------
Reuben F. Richards

/s/ Marc J. Shapiro                           Director                                            September 18, 1998
----------------------------------------
Marc J. Shapiro

/s/ Kathryn D. Wriston                        Director                                            September 18, 1998
----------------------------------------
Kathryn D. Wriston
II-2
EXHIBIT INDEX

Exhibit
Number

     5.1   Opinion Letter of Andrews & Kurth L.L.P.

    23.1   Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

    23.2   Consent of Independent Accountants.

    23.3   Consent of Ryder Scott Company Petroleum Engineers.

    24.1   Power of Attorney (included on signature page).

    99.1   Third Amendment to Santa Fe Energy Resources, Inc. 1995 Incentive
           Stock Compensation Plan for Nonexecutive Employees.