<PAGE>

     As filed with the Securities and Exchange Commission on May 30, 2001
                                                    Registration No.333-________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                            ______________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                            ______________________

                         Spinnaker Exploration Company
            (Exact name of registrant as specified in its charter)

           Delaware                                             76-0560101
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                         1200 Smith Street, Suite 800
                             Houston, Texas 77002
         (Address of principal executive offices, including zip code)

                            ______________________

             Spinnaker Exploration Company 2000 Stock Option Plan
            Spinnaker Exploration Company 2001 Stock Incentive Plan
                           (Full title of the plans)

                                Robert M. Snell
             Vice President, Chief Financial Officer and Secretary
                         Spinnaker Exploration Company
                         1200 Smith Street, Suite 800
                             Houston, Texas 77002
                    (Name and address of agent for service)

                                (713) 759-1770
         (Telephone number, including area code, of agent for service)

                                  Copies to:

                                Scott N. Wulfe
                            Vinson & Elkins L.L.P.
                        1001 Fannin Street, Suite 2300
                           Houston, Texas 77002-6760
                                (713) 758-2222

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                           Proposed maximum    Proposed maximum    Amount of
     Title of securities                  Amount to be      offering price    aggregate offering  registration
       to be registered                  registered (1)      per share (2)          price             fee
--------------------------------------------------------------------------------------------------------------
<S>                                     <C>                <C>                <C>                 <C>
Common Stock, $0.01 par value........    500,000 shares        $33.16           $16,580,000         $ 4,145
--------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value........   1,500,000 shares       $39.84           $59,760,000         $14,940
==============================================================================================================
</TABLE>

(1)  This registration statement shall also cover any additional shares of
     Common Stock which become issuable under the Spinnaker Exploration Company
     2000 Stock Option Plan or the Spinnaker Exploration Company 2001 Stock
     Incentive Plan being registered pursuant to this registration statement by
     reason of any stock dividend, stock split, recapitalization or any other
     similar transaction effected without the receipt of consideration which
     results in an increase in the number of the registrant's outstanding shares
     of Common Stock.

(2)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933
     solely for the purpose of calculating the registration fee. Specifically,
     the offering price per share is based on the price at which the options may
     be exercised for those options granted and the average of the high and low
     prices as reported by the New York Stock Exchange for those options or
     shares of restricted stock not yet granted.

================================================================================
<PAGE>

                                    PART II
              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The following are incorporated by reference and made a part of this
prospectus: (i) our Annual Report on Form 10-K filed with the Securities and
Exchange Commission (the "Commission") pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") on March 2, 2001, which
contains audited financial statements for the fiscal year ended December 31,
2000, (ii) our Quarterly Report on Form 10-Q filed with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act on May 10, 2001, and (iii) the
description of our capital stock contained in our registration statement on Form
8-A filed with the Commission under Section 12 of the Exchange Act and declared
effective on July 24, 2000, including any amendments or reports filed for the
purpose of updating such description.

     All documents we have filed pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act subsequent to the effective date of this registration
statement, and prior to the filing of a post-effective amendment to this
registration statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this registration statement, except as so
modified or superseded.

Item 4.  Description of Securities.
         -------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

     Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Our Certificate of Incorporation, as amended, a copy of which is filed as
Exhibit 3.1 to our registration statement on Form S-1 (Commission File No. 333-
83093), provides that none of our directors shall be personally liable to us or
our stockholders for monetary damages for any breach of fiduciary duty by such a
director as a director, except for liability to the extent provided by
applicable law (1) for any breach of the director's duty of loyalty to us or our
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) for unlawful payments
of dividends or unlawful stock repurchases or redemptions as provided under
Section 174 of the Delaware General Corporation Law ("DGCL") or (4) for any
transaction from which the director derived an improper personal benefit.
Article VI of our Restated Bylaws, a copy of which is filed as Exhibit 3.2 to
our registration statement on Form S-1 (Commission File No. 333-83093), provides
that all current and former officers and directors shall be indemnified to the
fullest extent permitted by law.

     Section 145 of the DGCL authorizes 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 the person is or was an officer or
director of such corporation, or is or was serving at the request of that
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 such person 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. A Delaware corporation may indemnify past or
present officers and directors of that corporation or of another
<PAGE>

corporation or other enterprise at the former corporation's request, in an
action by or in the right of the corporation to procure a judgment in its favor
under the same conditions, except that no indemnification is permitted without
judicial approval if that person is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in defense
of any action referred to above, or in defense of any claim, issue or matter
therein, the corporation must indemnify him against the expenses (including
attorneys' fees) which he actually and reasonably incurred in connection
therewith. Section 145 further provides that any indemnification shall be made
by the corporation only as authorized in each specific case upon a determination
by the (i) stockholders, (ii) Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding
or (iii) independent counsel if a quorum of disinterested directors so directs.
Section 145 provides that indemnification pursuant to its provision is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

     Section 145 of the DGCL also empowers us to purchase and maintain insurance
on behalf of any person who is or was an officer or director of us against
liability asserted against or incurred by him in any such capacity, whether or
not we would have the power to indemnify such officer or director against such
liability under the provisions of Section 145.

     In addition, we have entered into indemnification agreements with our
directors and officers containing provisions which are in some respects broader
than the specific indemnification provisions contained in the DGCL. The
indemnification agreements may require us, among other things, to indemnify our
directors against liabilities that may arise by reason of their status or
service as directors, other than liabilities arising from willful misconduct of
a culpable nature, to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
directors' insurance if available on reasonable terms.

     Howard H. Newman and Jeffrey A. Harris, each directors of Spinnaker and
managing directors and members of E.M. Warburg, Pincus & Co., LLC and general
partners of Warburg, Pincus & Co., are indemnified by affiliates of E.M.
Warburg, Pincus & Co., LLC and Warburg, Pincus & Co. against certain liabilities
that they may incur as a result of their serving as our directors.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

     Not applicable.

Item 8.  Exhibits.
         --------

     Unless otherwise indicated below as being incorporated by reference to
another filing of ours with the Commission, each of the following exhibits is
filed herewith:

         4.1  Specimen Common Stock certificate (filed with the Commission as
              Exhibit 4.1 to our registration statement on Form S-1 (Commission
              File No. 333-41626) and incorporated herein by reference)

         5.1  Opinion of Vinson & Elkins L.L.P.

        10.1  Spinnaker Exploration Company 2000 Stock Option Plan (filed with
              the Commission as Exhibit 10.13 to our Annual Report on Form 10-K
              for the year ended December 31, 2000, and incorporated herein by
              reference)

        10.2  Spinnaker Exploration Company 2001 Stock Incentive Plan, as
              amended

        23.1  Consent of Arthur Andersen LLP

        23.2  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)

        24.1  Powers of Attorney (included on the signature page to this
              registration statement)
<PAGE>

Item 9.  Undertakings
         ------------

     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:

            (a)  To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933 (the "Securities Act");

            (b)  To reflect in the prospectus any facts or events arising after
     the effective date of this 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; and

            (c)  To include any material information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in this registration statement;

provided, however, that paragraphs (1)(a) and (1)(b) 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 registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.

         (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.

         (4)     That, for the 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 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.

         (5)     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 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 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 30th day of May,
2001.


                              By:  /s/ ROBERT M. SNELL
                                 ------------------------------------------
                                     Robert M. Snell
                                     Vice President, Chief Financial Officer
                                     and Secretary


     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger L. Jarvis and Robert M. Snell or
any of them, his true and lawful attorney-in-fact and agent, with full power of
substitution, 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 on Form S-8, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 30th day of May, 2001.

          Signature                         Title
          ---------                         -----


    /s/ ROGER L. JARVIS
_____________________________       Chairman, President and Chief Executive
      Roger L. Jarvis               Officer and Director (Principal Executive
                                    Officer)

    /s/ ROBERT M. SNELL
_____________________________       Vice President, Chief Financial Officer and
      Robert M. Snell               Secretary (Principal Financial Officer)


   /s/ JEFFREY C. ZARUBA
_____________________________       Vice President, Treasurer and Assistant
      Jeffrey C. Zaruba             Secretary (Principal Accounting Officer)


   /s/ SHELDON R. ERIKSON
_____________________________       Director
     Sheldon R. Erikson


   /s/ JEFFREY A. HARRIS
_____________________________       Director
     Jeffrey A. Harris


   /s/ MICHAEL E. MCMAHON
_____________________________       Director
     Michael E. McMahon


   /s/ MICHAEL G. MORRIS
_____________________________       Director
     Michael G. Morris


   /s/ HOWARD H. NEWMAN
_____________________________       Director
     Howard H. Newman


   /s/ MICHAEL E. WILEY
_____________________________       Director
     Michael E. Wiley

<PAGE>

                               INDEX TO EXHIBITS


     4.1   Specimen Common Stock certificate (filed with the Commission as
           Exhibit 4.1 to our registration statement on Form S-1 (Commission
           File No. 333-41626) and incorporated herein by reference)

     5.1   Opinion of Vinson & Elkins L.L.P.

     10.1  Spinnaker Exploration Company 2000 Stock Option Plan (filed with the
           Commission as Exhibit 10.13 to our Annual Report on Form 10-K for the
           year ended December 31, 2000, and incorporated herein by reference)

     10.2  Spinnaker Exploration Company 2001 Stock Incentive Plan, as amended

     23.1  Consent of Arthur Andersen LLP

     23.2  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)

     24.1  Powers of Attorney (included on the signature page to this
           registration statement)
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20610}]
{"company-data": {"conformed-name": "SPINNAKER EXPLORATION CO", "cik": "0001089697", "assigned-sic": "1311", "irs-number": "760560101", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61888", "film-number": "1650865"}, "business-address": {"street1": "1200 SMITH STREET SUITE 800", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7137591770"}, "mail-address": {"street1": "1200 SMITH STREET SUITE 800", "city": "HOUSTON", "state": "TX", "zip": "77002"}}
As filed with the Securities and Exchange Commission on May 30, 2001
                                                    Registration No.333-________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                            ______________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                            ______________________

                         Spinnaker Exploration Company
            (Exact name of registrant as specified in its charter)

           Delaware                                             76-0560101
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                         1200 Smith Street, Suite 800
                             Houston, Texas 77002
         (Address of principal executive offices, including zip code)

                            ______________________

             Spinnaker Exploration Company 2000 Stock Option Plan
            Spinnaker Exploration Company 2001 Stock Incentive Plan
                           (Full title of the plans)

                                Robert M. Snell
             Vice President, Chief Financial Officer and Secretary
                         Spinnaker Exploration Company
                         1200 Smith Street, Suite 800
                             Houston, Texas 77002
                    (Name and address of agent for service)

                                (713) 759-1770
         (Telephone number, including area code, of agent for service)

                                  Copies to:

                                Scott N. Wulfe
                            Vinson & Elkins L.L.P.
                        1001 Fannin Street, Suite 2300
                           Houston, Texas 77002-6760
                                (713) 758-2222
CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                           Proposed maximum    Proposed maximum    Amount of
     Title of securities                  Amount to be      offering price    aggregate offering  registration
       to be registered                  registered (1)      per share (2)          price             fee
--------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value........    500,000 shares        $33.16           $16,580,000         $ 4,145
--------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value........   1,500,000 shares       $39.84           $59,760,000         $14,940
==============================================================================================================
(1)  This registration statement shall also cover any additional shares of
     Common Stock which become issuable under the Spinnaker Exploration Company
     2000 Stock Option Plan or the Spinnaker Exploration Company 2001 Stock
     Incentive Plan being registered pursuant to this registration statement by
     reason of any stock dividend, stock split, recapitalization or any other
     similar transaction effected without the receipt of consideration which
     results in an increase in the number of the registrant's outstanding shares
     of Common Stock.

(2)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933
     solely for the purpose of calculating the registration fee. Specifically,
     the offering price per share is based on the price at which the options may
     be exercised for those options granted and the average of the high and low
     prices as reported by the New York Stock Exchange for those options or
     shares of restricted stock not yet granted.

================================================================================
PART II
              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The following are incorporated by reference and made a part of this
prospectus: (i) our Annual Report on Form 10-K filed with the Securities and
Exchange Commission (the "Commission") pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") on March 2, 2001, which
contains audited financial statements for the fiscal year ended December 31,
2000, (ii) our Quarterly Report on Form 10-Q filed with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act on May 10, 2001, and (iii) the
description of our capital stock contained in our registration statement on Form
8-A filed with the Commission under Section 12 of the Exchange Act and declared
effective on July 24, 2000, including any amendments or reports filed for the
purpose of updating such description.

     All documents we have filed pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act subsequent to the effective date of this registration
statement, and prior to the filing of a post-effective amendment to this
registration statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this registration statement, except as so
modified or superseded.

Item 4.  Description of Securities.
         -------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

     Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Our Certificate of Incorporation, as amended, a copy of which is filed as
Exhibit 3.1 to our registration statement on Form S-1 (Commission File No. 333-
83093), provides that none of our directors shall be personally liable to us or
our stockholders for monetary damages for any breach of fiduciary duty by such a
director as a director, except for liability to the extent provided by
applicable law (1) for any breach of the director's duty of loyalty to us or our
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) for unlawful payments
of dividends or unlawful stock repurchases or redemptions as provided under
Section 174 of the Delaware General Corporation Law ("DGCL") or (4) for any
transaction from which the director derived an improper personal benefit.
Article VI of our Restated Bylaws, a copy of which is filed as Exhibit 3.2 to
our registration statement on Form S-1 (Commission File No. 333-83093), provides
that all current and former officers and directors shall be indemnified to the
fullest extent permitted by law.

     Section 145 of the DGCL authorizes 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 the person is or was an officer or
director of such corporation, or is or was serving at the request of that
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 such person 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. A Delaware corporation may indemnify past or
present officers and directors of that corporation or of another
corporation or other enterprise at the former corporation's request, in an
action by or in the right of the corporation to procure a judgment in its favor
under the same conditions, except that no indemnification is permitted without
judicial approval if that person is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in defense
of any action referred to above, or in defense of any claim, issue or matter
therein, the corporation must indemnify him against the expenses (including
attorneys' fees) which he actually and reasonably incurred in connection
therewith. Section 145 further provides that any indemnification shall be made
by the corporation only as authorized in each specific case upon a determination
by the (i) stockholders, (ii) Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding
or (iii) independent counsel if a quorum of disinterested directors so directs.
Section 145 provides that indemnification pursuant to its provision is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

     Section 145 of the DGCL also empowers us to purchase and maintain insurance
on behalf of any person who is or was an officer or director of us against
liability asserted against or incurred by him in any such capacity, whether or
not we would have the power to indemnify such officer or director against such
liability under the provisions of Section 145.

     In addition, we have entered into indemnification agreements with our
directors and officers containing provisions which are in some respects broader
than the specific indemnification provisions contained in the DGCL. The
indemnification agreements may require us, among other things, to indemnify our
directors against liabilities that may arise by reason of their status or
service as directors, other than liabilities arising from willful misconduct of
a culpable nature, to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
directors' insurance if available on reasonable terms.

     Howard H. Newman and Jeffrey A. Harris, each directors of Spinnaker and
managing directors and members of E.M. Warburg, Pincus & Co., LLC and general
partners of Warburg, Pincus & Co., are indemnified by affiliates of E.M.
Warburg, Pincus & Co., LLC and Warburg, Pincus & Co. against certain liabilities
that they may incur as a result of their serving as our directors.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

     Not applicable.

Item 8.  Exhibits.
         --------

     Unless otherwise indicated below as being incorporated by reference to
another filing of ours with the Commission, each of the following exhibits is
filed herewith:

         4.1  Specimen Common Stock certificate (filed with the Commission as
              Exhibit 4.1 to our registration statement on Form S-1 (Commission
              File No. 333-41626) and incorporated herein by reference)

         5.1  Opinion of Vinson & Elkins L.L.P.

        10.1  Spinnaker Exploration Company 2000 Stock Option Plan (filed with
              the Commission as Exhibit 10.13 to our Annual Report on Form 10-K
              for the year ended December 31, 2000, and incorporated herein by
              reference)

        10.2  Spinnaker Exploration Company 2001 Stock Incentive Plan, as
              amended

        23.1  Consent of Arthur Andersen LLP

        23.2  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)

        24.1  Powers of Attorney (included on the signature page to this
              registration statement)
Item 9.  Undertakings
         ------------

     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:

            (a)  To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933 (the "Securities Act");

            (b)  To reflect in the prospectus any facts or events arising after
     the effective date of this 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; and

            (c)  To include any material information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in this registration statement;

provided, however, that paragraphs (1)(a) and (1)(b) 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 registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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.

         (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.

         (4)     That, for the 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 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.

         (5)     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 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 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 30th day of May,
2001.

                              By:  /s/ ROBERT M. SNELL
                                 ------------------------------------------
                                     Robert M. Snell
                                     Vice President, Chief Financial Officer
                                     and Secretary

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger L. Jarvis and Robert M. Snell or
any of them, his true and lawful attorney-in-fact and agent, with full power of
substitution, 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 on Form S-8, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 30th day of May, 2001.

          Signature                         Title
          ---------                         -----

    /s/ ROGER L. JARVIS
_____________________________       Chairman, President and Chief Executive
      Roger L. Jarvis               Officer and Director (Principal Executive
                                    Officer)

    /s/ ROBERT M. SNELL
_____________________________       Vice President, Chief Financial Officer and
      Robert M. Snell               Secretary (Principal Financial Officer)

   /s/ JEFFREY C. ZARUBA
_____________________________       Vice President, Treasurer and Assistant
      Jeffrey C. Zaruba             Secretary (Principal Accounting Officer)

   /s/ SHELDON R. ERIKSON
_____________________________       Director
     Sheldon R. Erikson

   /s/ JEFFREY A. HARRIS
_____________________________       Director
     Jeffrey A. Harris

   /s/ MICHAEL E. MCMAHON
_____________________________       Director
     Michael E. McMahon

   /s/ MICHAEL G. MORRIS
_____________________________       Director
     Michael G. Morris

   /s/ HOWARD H. NEWMAN
_____________________________       Director
     Howard H. Newman

   /s/ MICHAEL E. WILEY
_____________________________       Director
     Michael E. Wiley
INDEX TO EXHIBITS

     4.1   Specimen Common Stock certificate (filed with the Commission as
           Exhibit 4.1 to our registration statement on Form S-1 (Commission
           File No. 333-41626) and incorporated herein by reference)

     5.1   Opinion of Vinson & Elkins L.L.P.

     10.1  Spinnaker Exploration Company 2000 Stock Option Plan (filed with the
           Commission as Exhibit 10.13 to our Annual Report on Form 10-K for the
           year ended December 31, 2000, and incorporated herein by reference)

     10.2  Spinnaker Exploration Company 2001 Stock Incentive Plan, as amended

     23.1  Consent of Arthur Andersen LLP

     23.2  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)

     24.1  Powers of Attorney (included on the signature page to this
           registration statement)