<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 2001

                                             Registration No. 333-______________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            3TEC ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                63-1081013
(STATE OR OTHER JURISDICTION OF      (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

                                700 MILAM STREET
                                   SUITE 1100
                              HOUSTON, TEXAS 77002
                                 (713) 821-7100
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                 3TEC ENERGY CORPORATION 2001 STOCK OPTION PLAN
     3TEC ENERGY CORPORATION 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (FULL TITLE OF THE PLANS)

                                FLOYD C. WILSON
                                700 MILAM STREET
                                   SUITE 1100
                              HOUSTON, TEXAS 77002
                                 (713) 821-7100
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE OF AGENT FOR SERVICE)

                                With Copies to:

                                David S. Elkouri
                         Hinkle Elkouri Law Firm L.L.C.
                                  301 N. Main
                                   Suite 2000
                           Wichita, Kansas 67202-4820
                                 (316) 267-2000

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Title of Securities                   Amount to be          Proposed Maximum           Proposed Maximum         Amount of
 to be Registered                    Registered(1)      Offering  Price Per Share   Aggregate Offering Price  Registration Fee
------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                  <C>                           <C>                      <C>
Common Stock, par value
 $.02 per share:
Shares subject to outstanding          300,000                 $14.3125(2)               $ 4,293,750            $1,073.44
 options under the 3TEC Energy
 Corporation 2001 Stock Option Plan
-----------------------------------------------------------------------------------------------------------------------------
Shares subject to outstanding           50,000                 $   9.75(3)               $   487,500            $  121.88
 option under the 3TEC Energy
 Corporation 2000 Non-Employee
 Directors' Stock Option Plan
-----------------------------------------------------------------------------------------------------------------------------
Shares subject to outstanding           20,000                 $ 16.625(4)               $   332,500            $   83.13
 options under the 3TEC Energy
 Corporation 2000 Non-Employee
 Directors' Stock Option Plan
-----------------------------------------------------------------------------------------------------------------------------
3TEC Energy Corporation 2001           700,000                 $ 14.41 (5)               $10,087,000            $2,521.75
 Stock Option Plan
-----------------------------------------------------------------------------------------------------------------------------
3TEC Energy Corporation 2000           430,000                 $ 14.41 (5)               $ 6,196,300            $1,549.08
 Non-Employee Directors' Stock
 Option Plan
----------------------------------------------------------------------------------------------------------------------------
Total                                1,500,000                                           $21,397,050            $5,349.28
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act") this registration statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to
     employee benefit plans described herein.

(2)  Computed in accordance with Rule 457 (h)(1) under the Securities Act.  Such
     computation is based upon the exercise price of $14.3125 per share covering
     300,000 shares to be issued pursuant to outstanding options.

(3)  Computed in accordance with Rule 457 (h)(1) under the Securities Act.  Such
     computation is based upon the exercise price of $9.75 per share covering
     50,000 shares to be issued pursuant to outstanding options.

(4)  Computed in accordance with Rule 457 (h)(1) under the Securities Act.  Such
     computation is based upon the exercise price of $16.625 per share covering
     20,000 shares to be issued pursuant to outstanding options.

(5)  Computed in accordance with Rule 457 (c) under the Securities Act based on
     the average of the high ($14.51) and low ($14.31) sales prices for the
     common stock on October 22, 2001 as reported for such date on the Nasdaq
     National Market.
<PAGE>

                                 EXPLANATORY NOTE

     3TEC Energy Corporation (the "Company") has prepared this registration
statement in accordance with the requirements of Form S-8 under the Securities
Act to register shares of its common stock, par value $.02 per share (the
"Common Stock") that may be issued upon the exercise of stock options that have
been or may be granted under the 3TEC Energy Corporation 2001 Stock Option Plan
("2001 Plan") and the 3TEC Energy Corporation 2000 Non-Employee Directors' Stock
Option Plan ("Directors' Plan") (the 2001 Plan and the Directors' Plan are
sometimes referred to together as the "Plans").

     This registration statement contains two parts.  The first part contains a
reoffer prospectus prepared in accordance with Part I of Form S-3 (in accordance
with Instruction C of the General Instructions to Form S-8) which covers
reoffers and resales of shares of the Common Stock issued pursuant to the Plans.
The Reoffer Prospectus may be utilized for reofferings and resales of up to
370,000 shares of our Common Stock acquired by certain employees and directors
under the Plans.  The second part contains information required in the
registration statement pursuant to Part II of Form S-8.  Information required by
Part I of Form S-8, to be contained in the Section 10(a) prospectus, is omitted
from this registration statement in accordance with Rule 428 under the
Securities Act and the Note to Part I of Form S-8; however, the Company will
send or give the documents containing the information specified in Part I of
Form S-8 to participants of the Plans as specified by Rule 428 under the
Securities Act.
<PAGE>

                               REOFFER PROSPECTUS

                                 370,000 Shares

                                  [3TEC LOGO]

                                  Common Stock

This reoffer prospectus relates to 370,000 shares of our common stock, $0.02 par
value per share, which may be offered for sale from time to time by certain of
our affiliates (the "Selling Stockholders"). We issued these shares to the
Selling Stockholders pursuant to the 3TEC Energy Corporation 2001 Stock Option
Plan and the 3TEC Energy Corporation 2000 Non-Employee Directors' Stock Option
Plan.

We are not offering any shares of our common stock for sale under this
prospectus, and we will not receive any of the proceeds from the sale of shares
by the Selling Stockholders under this prospectus.

Our common stock is traded on the Nasdaq National Market System under the symbol
"TTEN." The last reported sale price for our common stock on the Nasdaq National
Market System on October 22, 2001 was $14.40 per share.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.  SEE "RISK
FACTORS" BEGINNING ON PAGE 2 TO READ ABOUT SOME OF THE RISKS THAT YOU SHOULD
CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


            The date of this Reoffer Prospectus is October 26, 2001.


                                700 MILAM STREET
                                   SUITE 1100
                              HOUSTON, TEXAS 77002
                                 (713) 821-7100
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
<PAGE>

                               TABLE OF CONTENTS

                                                                       Page
                                                                       -----
Risk Factors........................................................       2
Available Information...............................................       8
Incorporation of Certain Information by Reference...................       8
About the Company...................................................       9
Forward Looking Statements..........................................      12
Use of Proceeds.....................................................      12
Selling Stockholders................................................      13
Plan of Distribution................................................      13
Legal Matters.......................................................      14
Experts.............................................................      14
Interests of Named Experts and Counsel..............................      14
Indemnification of Officers and Directors...........................      14

     You should rely only on the information contained in this reoffer
prospectus.  We have not authorized anyone to provide you with information
different from that contained in this prospectus.  The selling stockholders are
offering to sell, and seeking offers to buy, shares of our common stock only in
jurisdictions where offers and sales are permitted.  The information contained
in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of our
common stock hereunder.  In this prospectus, references to "3TEC," "the
Company," "we," "our," and "us" refer to 3TEC Energy Corporation.

                                       1
<PAGE>

                                  RISK FACTORS

  You should carefully consider the following factors and other information in
this prospectus, any prospectus supplement and the documents incorporated or
deemed to be incorporated by reference in this prospectus before deciding to
invest in shares of the Company's Common Stock.

OIL AND NATURAL GAS PRICES ARE VOLATILE, AND LOW PRICES HAVE IN THE PAST AND
COULD IN THE FUTURE HAVE A MATERIAL ADVERSE IMPACT ON OUR BUSINESS.

  Our revenues, profitability and future growth and the carrying value of our
properties depend substantially on prevailing oil and natural gas prices. Prices
also affect the amount of cash flow available for capital expenditures and our
ability to borrow and raise additional capital. The amount we will be able to
borrow under our credit facility will be subject to periodic redetermination
based in part on changing expectations of future prices. Lower prices may also
reduce the amount of oil and natural gas that we can economically produce.

  Historically, the markets for oil and natural gas have been volatile, and they
are likely to continue to be volatile in the future. For example, oil and
natural gas prices declined significantly in late 1997 and 1998, and increased
significantly in 1999 and 2000. The declines had a significant negative impact
on our financial results for 1997, 1998 and the first two quarters of 1999,
contributing to our losses for those periods, while the increases have had a
positive impact since then. Among the factors that can cause volatility are:

 .  the domestic and foreign supply of oil and natural gas;

 .  the ability of members of the Organization of Petroleum Exporting Countries
   to agree upon and maintain oil prices and production levels;

 .  political instability or armed conflict in oil or natural gas producing
   regions;

 .  the use of strategic petroleum reserves held by governments;

 .  the level of consumer product demand;

 .  weather conditions;

 .  the price and availability of alternative fuels;

 .  the price of foreign imports; and

 .  worldwide economic conditions.

  These external factors and the volatile nature of the energy markets make it
difficult to estimate future prices of oil and natural gas.

WE MAY NOT SUCCESSFULLY INTEGRATE THE OPERATIONS OF THE PROPERTIES WE HAVE
ACQUIRED OR MAY ACQUIRE OR ACHIEVE THE BENEFITS WE ARE SEEKING.

  Our success will partially depend upon the integration of the operations and
selected personnel relating to the Floyd Oil Properties (hereafter defined),
Magellan (hereafter defined), the CWR Properties (hereafter defined) and Classic
(hereafter defined). Our management team does not have long-term experience with
the combined activities of 3TEC, the Floyd Oil Properties, Magellan, the CWR
Properties and Classic. We may not be able to integrate these operations without
loss of important employees, loss of revenues, increases in operating or other
costs, or other difficulties. In addition, we may not be able to realize the
operating efficiencies and other benefits sought from our acquisitions.

                                       2
<PAGE>

WE MAY NOT BE ABLE TO REPLACE PRODUCTION WITH NEW RESERVES THROUGH OUR DRILLING
OR ACQUISITION ACTIVITIES.

  In general, the volume of production from oil and natural gas properties
declines as reserves are depleted. Our reserves will decline as they are
produced unless we acquire properties with proved reserves or conduct successful
development and exploration activities. Our future oil and natural gas
production is highly dependent upon our level of success in finding or acquiring
additional reserves. However, we cannot assure you that our future acquisition,
development and exploration activities will result in additional proved reserves
or that we will be able to drill productive wells at acceptable costs.

  Our recent growth is due largely to acquisitions of producing properties. The
successful acquisition of producing properties requires an assessment of a
number of factors. These factors include recoverable reserves, future oil and
natural gas prices, operating costs and potential environmental and other
liabilities, title issues and other factors. Such assessments are inexact and
their accuracy is inherently uncertain. In connection with such assessments, we
perform a review of the subject properties that we believe is generally
consistent with industry practices. However, such a review will not reveal all
existing or potential problems. In addition, the review will not permit a buyer
to become sufficiently familiar with the properties to fully assess their
deficiencies and capabilities. Although the increased availability of properties
has caused a decrease in the prices paid for these properties, we cannot assure
you that we will be able to acquire properties at acceptable prices because the
competition for producing oil and natural gas properties is intense and many of
our competitors have financial and other resources which are substantially
greater than those available to us.

OUR BANK LENDERS CAN LIMIT OUR BORROWING CAPABILITIES, WHICH MAY MATERIALLY
IMPACT OUR OPERATIONS.

  As of October 12, 2001, our long-term bank debt was $86 million. In addition,
our lenders set the borrowing base under our credit facility at $155 million,
effective July 31, 2001.  The borrowing base limitation under our credit
facility is redetermined semi-annually. Redeterminations are based upon a number
of factors, including commodity prices and reserve levels.  The next
redetermination date is November 1, 2001.  Depending on our debt levels in 2001,
upon a redetermination, we could be forced to repay a portion of our bank debt.
We may not have sufficient funds to make such repayments, which could result in
a default under the terms of the loan agreement and an acceleration of the loan.
We intend to finance our development, acquisition and exploration activities
with cash flow from operations, bank borrowings and other financing activities.
In addition, we may significantly alter our capitalization in order to make
future acquisitions or develop our properties. These changes in capitalization
may significantly increase our level of debt. We may also be able to incur
substantial additional indebtedness in the future. If we incur additional debt
for these or other purposes, the related risks that we now face could intensify.
A higher level of debt also increases the risk that we may default on our debt
obligations. Our ability to meet our debt obligations and to reduce our level of
debt depends on our future performance. General economic conditions and
financial, business and other factors affect our operations and our future
performance. Many of these factors are beyond our control. Our level of debt
affects our operations in several important ways, including the following:

 .  a portion of our cash flow from operations is used to pay interest on
   borrowings;

 .  the covenants contained in the agreements governing our debt limit our
   ability to borrow additional funds, pay dividends, dispose of assets or issue
   shares of preferred stock and otherwise may affect our flexibility in
   planning for, and reacting to, changes in business conditions;

 .  a high level of debt may impair our ability to obtain additional financing in
   the future for working capital, capital expenditures, acquisitions, general
   corporate or other purposes;

 .  the level of our debt could impact our ability to develop our proved
   undeveloped reserves in a timely manner, if at all. Our failure to develop
   our proved undeveloped reserves would have a negative impact on our future
   cash flow;

 .  a leveraged financial position would make us more vulnerable to economic
   downturns and could limit our ability to withstand competitive pressures; and

                                       3
<PAGE>

 .  any debt that we incur under our credit facility will be at variable rates,
   which makes us vulnerable to increases in interest rates.

WE HAVE INCURRED LOSSES FROM OPERATIONS IN THE PAST, AND OUR FAILURE TO SUSTAIN
PROFITABILITY IN THE FUTURE COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR
COMMON STOCK.

  We incurred net losses of $6.7 million in 1998 and $4.0 million in 1999. Our
net income for 2000 was $31.7 million.  For the six months ended June 30, 2001,
we had reported earnings of $32.8 million.  We cannot assure you that we will
achieve or sustain profitability in the future. Our failure to achieve or
sustain profitability in the future could adversely affect the market price of
our common stock.

OUR ABILITY TO FINANCE OUR BUSINESS ACTIVITIES WILL REQUIRE US TO GENERATE
SUBSTANTIAL CASH FLOW.

  Our business activities require substantial capital. We have budgeted total
capital expenditures for 2001 of approximately $63 million. We intend to finance
our capital expenditures in the future through cash flow from operations, the
incurring of additional indebtedness and/or the issuance of additional equity
securities. We cannot be sure that our business will continue to generate cash
flow at or above current levels. Future cash flows and the availability of
financing will be subject to a number of variables, such as:

 .  the level of production from existing wells;

 .  prices of oil and natural gas;

 .  our results in locating and producing new reserves; and

 .  general economic, financial, competitive, legislative, regulatory and other
   factors beyond our control.

  If we are unable to generate sufficient cash flow from operations to service
our debt, we may have to obtain additional financing. We cannot be sure that any
additional financing will be available to us on acceptable terms. Issuing equity
securities to satisfy our financing requirements could cause substantial
dilution to our existing stockholders. The level of our debt financing could
also materially affect our operations. See "Our bank lenders can limit our
borrowing capabilities, which may materially impact our operations."

  If our revenues were to decrease due to lower oil and natural gas prices,
decreased production or other reasons, and if we could not obtain capital
through our credit facility or otherwise, our ability to execute our development
and acquisition plans, replace our reserves or maintain production levels could
be greatly limited.

DRILLING WELLS IS SPECULATIVE, OFTEN INVOLVES SIGNIFICANT COSTS AND MAY NOT
RESULT IN ADDITIONS TO OUR PRODUCTION OR RESERVES.

  Developing and exploring for oil and natural gas reserves involves a high
degree of operating and financial risk. The budgeted costs of drilling,
completing and operating wells are often exceeded and can increase significantly
when drilling costs rise due to a tightening in the supply of various types of
oilfield equipment and related services. Drilling may be unsuccessful for many
reasons, including title problems, weather, cost overruns, equipment shortages
and mechanical difficulties. Moreover, the successful drilling of an oil or
natural gas well does not ensure a profit on investment. Exploratory wells bear
a much greater risk of loss than development wells. A variety of factors, both
geological and market-related, can cause a well to become uneconomical or only
marginally economical. In addition to their cost, unsuccessful wells can hurt
our efforts to replace reserves.

WE DO NOT INSURE AGAINST ALL POTENTIAL LOSSES AND COULD BE SERIOUSLY HARMED BY
UNEXPECTED LIABILITIES.

  Exploration for and production of oil and natural gas can be hazardous,
involving natural disasters and other unforeseen occurrences such as blowouts,
cratering, fires and loss of well control, which can damage or destroy wells or
production facilities, injure or kill people, and damage property and the
environment. Because third party

                                       4
<PAGE>

drilling contractors are used to drill our wells, we may not realize the full
benefit of workmen's compensation laws in dealing with their employees. We
maintain insurance against many potential losses and liabilities arising from
our operations in accordance with customary industry practices and in amounts
that we believe to be prudent. However, our insurance does not protect us
against all operational risks.

ESTIMATES OF OIL AND NATURAL GAS RESERVES ARE UNCERTAIN AND INHERENTLY IMPRECISE
AND ANY MATERIAL INACCURACIES IN THESE RESERVE ESTIMATES WILL MATERIALLY AFFECT
THE QUANTITIES AND PV-10 VALUE OF OUR RESERVES.

  Our annual report on Form 10-KSB for fiscal year 2000 contained estimates of
our proved oil and natural gas reserves and the estimated future net revenues
from such reserves, as prepared by independent petroleum engineers. These
estimates are based upon various assumptions, including assumptions required by
the Securities and Exchange Commission (the "SEC") relating to oil and natural
gas prices, drilling and operating expenses, capital expenditures, taxes and
availability of funds. The process of estimating oil and natural gas reserves is
complex. This process requires significant decisions and assumptions in the
evaluation of available geological, geophysical, engineering and economic data
for each reservoir. Therefore, these estimates are inherently imprecise.

  Actual future production, oil and natural gas prices, revenues, taxes,
development expenditures, operating expenses and quantities of recoverable oil
and natural gas reserves will most likely vary from those estimated. Any
significant variance could materially affect the estimated quantities and PV-10
value of reserves set forth in the information incorporated by reference into
this registration statement. Our properties may also be susceptible to
hydrocarbon drainage from production by other operators on adjacent properties.
In addition, we may adjust estimates of proved reserves to reflect production
history, results of exploration and development, prevailing oil and natural gas
prices and other factors, many of which are beyond our control. Actual
production, revenues, taxes, development expenditures and operating expenses
with respect to our reserves will likely vary from the estimates used. These
variances may be material.

  At December 31, 2000, approximately 22% of our estimated proved reserves were
undeveloped. Recovery of undeveloped reserves requires significant capital
expenditures and successful drilling operations. The reserve data assume that we
will make significant capital expenditures to develop our reserves. Although we
have prepared estimates of our oil and natural gas reserves and the costs
associated with these reserves in accordance with industry standards, we cannot
assure you that the estimated costs are accurate, that development will occur as
scheduled or that the actual results will be as estimated.

  In addition, you should not construe PV-10 value as the current market value
of the estimated oil and natural gas reserves attributable to our properties. We
have based the estimated discounted future net cash flows from proved reserves
on prices and costs as of the date of the estimate, in accordance with
applicable regulations, whereas actual future prices and costs may be materially
higher or lower. Many factors will affect actual future net cash flow,
including:

 .  prices for oil and natural gas;

 .  the amount and timing of actual production;

 .  supply and demand for oil and natural gas;

 .  curtailments or increases in consumption by oil and natural gas purchasers;
   and

 .  changes in governmental regulations or taxation.

  The timing of the production of oil and natural gas properties and of the
related expenses affect the timing of actual future net cash flow from proved
reserves and, thus, their actual PV-10 value. In addition, the 10% discount
factor, which we are required to calculate PV-10 value for reporting purposes,
is not necessarily the most appropriate discount factor given actual interest
rates and risks to which our business or the oil and natural gas industry in
general are subject.

                                       5
<PAGE>

WE CANNOT CONTROL THE ACTIVITIES ON PROPERTIES WE DO NOT OPERATE.

  Other companies operate some of the properties in which we have an interest.
As a result, we have a limited ability to exercise influence over operations for
these properties or their associated costs. The success and timing of our
drilling and development activities on properties operated by others therefore
depend upon a number of factors outside of our control, including:

 .  timing and amount of capital expenditures;

 .  the operator's expertise and financial resources;

 .  approval of other participants in drilling wells; and

 .  use of technology.

A SMALL NUMBER OF EXISTING STOCKHOLDERS OWN A LARGE PERCENTAGE OF OUR STOCK,
WHICH COULD LIMIT YOUR ABILITY TO INFLUENCE THE OUTCOME OF STOCKHOLDER VOTES.

  W/E Energy Company L.L.C. ("W/E LLC"), an affiliate of EnCap Investments
L.L.C. ("EnCap") and Floyd C. Wilson, our Chairman and Chief Executive Officer,
Kaiser-Francis Oil Company, and EnCap and its affiliates collectively owned
approximately 29.31% of our outstanding common stock as of October 15, 2001, and
would own approximately 37.65% of our then outstanding common stock as of
October 15, 2001, if all convertible subordinated notes and related warrants
owned by them are converted and exercised. As a result of their significant
stock ownership, these entities will have a significant voice in the outcome of
stockholder votes, including votes concerning the election of directors, the
adoption or amendment of provisions in our certificate of incorporation or
bylaws and the approval of mergers and other significant corporate transactions.

COMPETITION IN OUR INDUSTRY IS INTENSE, AND WE ARE SMALLER AND HAVE A MORE
LIMITED OPERATING HISTORY THAN MANY OF OUR COMPETITORS.

  We compete with major integrated oil and natural gas companies and independent
oil and natural gas companies in all areas of operation. In particular, we
compete for property acquisitions and for the equipment and labor required to
operate and develop these properties. Most of our competitors have substantially
greater financial and other resources than we have. In addition, larger
competitors may be able to absorb the burden of any changes in federal, state
and local laws and regulations more easily than we can, which would adversely
affect our competitive position. These competitors may be able to pay more for
exploratory prospects and may be able to define, evaluate, bid for and purchase
a greater number of properties and prospects than we can. Our ability to explore
for oil and natural gas prospects and to acquire additional properties in the
future will depend on our ability to conduct operations, to evaluate and select
suitable properties and to consummate transactions in this highly competitive
environment. In addition, most of our competitors have operated for a much
longer time than we have and have demonstrated the ability to operate through
industry cycles.

HEDGING TRANSACTIONS MAY LIMIT OUR POTENTIAL GAINS.

  In order to manage our exposure to price risks in the marketing of our oil and
natural gas production, we have in the past and may in the future enter into oil
and natural gas price hedging arrangements with respect to a portion of our
expected production. Our hedging arrangements may include futures contracts on
the New York Mercantile Exchange. While intended to reduce the effects of
volatile oil and natural gas prices, such transactions may limit our potential
gains if oil and natural gas prices were to rise substantially over the price
established by the hedge. In addition, such transactions may expose us to the
risk of financial loss in certain circumstances, including instances in which:

 .  our production is less than expected;

                                       6
<PAGE>

 .  there is a widening of price differentials between delivery points for our
   production and the delivery point assumed in the hedge arrangement;

 .  the counterparties to our future contracts fail to perform the contracts; or

 .  a sudden, unexpected event materially impacts oil or natural gas prices.

  As of December 31, 2000 and the period ended June 30, 2001, we did not have
any open derivative instruments or hedging activities.  However, we cannot
assure that such instruments or activities will not be put into place in the
future.

THE LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OUR ABILITY TO OPERATE.

  Our management changed significantly with W/E LLC's investment in 1999. As of
1999, we had five new directors, a new chief executive officer and a number of
other new management and professional personnel. Our operations will be
dependent upon retaining this group of key management and technical personnel.
Recognizing their importance, we have entered into employment agreements with
Floyd C. Wilson and R. A. Walker.  We cannot assure you that such individuals
will remain with us for the immediate or foreseeable future. If we cannot retain
our current personnel or attract additional experienced personnel, our ability
to compete could be adversely affected.

WE ARE SUBJECT TO COMPLEX LAWS AND REGULATIONS, INCLUDING ENVIRONMENTAL
REGULATIONS, THAT CAN ADVERSELY AFFECT THE COST, MANNER OR FEASIBILITY OF DOING
BUSINESS.

  Our operations are subject to numerous laws and regulations governing the
operation and maintenance of our facilities and the discharge of materials into
the environment or otherwise relating to environmental protection. These laws
and regulations may:

 .  require that we acquire permits before commencing drilling;

 .  restrict the substances that can be released into the environment in
   connection with drilling and production activities;

 .  limit or prohibit drilling activities on protected areas such as wetlands or
   wilderness areas; or

 .  require remedial measures to mitigate pollution from former operations, such
   as plugging abandoned wells.

  Under these laws and regulations, we could be liable for personal injury and
clean-up costs and other environmental and property damages, as well as
administrative, civil and criminal penalties. We maintain limited insurance
coverage for some but not all of the environmental damages for which we could be
liable. Moreover, we do not believe that insurance coverage for the full
potential liability that could be caused by sudden and accidental environmental
damages is available at a reasonable cost. Accordingly, we may be subject to
liability or we may be required to cease production from properties in the event
of environmental damages.

  These laws and regulations have been changed frequently in the past. In
general, these changes have imposed more stringent requirements that increase
operating costs or require capital expenditures in order to remain in
compliance. It is also possible that unanticipated developments could cause us
to make environmental expenditures that are significantly different from those
we currently expect. Existing laws and regulations could be changed, and any
changes could have an adverse effect on our business.

SHARES ELIGIBLE FOR FUTURE SALE BY OUR CURRENT STOCKHOLDERS COULD ADVERSELY
AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

  Sales of a substantial number of shares of our common stock in the market may
have an adverse affect on the price of our stock. As of October 15, 2001, we had
15,903,992 shares of common stock outstanding. In addition, options and other
warrants to purchase approximately 4.7 million shares are outstanding, of which
approximately 3

                                       7
<PAGE>

million are currently exercisable. These options and warrants are exercisable at
prices ranging from $3.00 to $30.00 per share. We also have preferred stock
outstanding which is currently convertible into approximately 882,000 additional
shares of common stock. In addition, upon demand, and assuming exercise of the
options, warrants and convertible securities, we are obligated under certain
registration rights agreements to file registration statements to register for
resale up to approximately 5.2 million shares of common stock. Sales of
substantial amounts of common stock, or a perception that such sales could
occur, and the existence of options or warrants to purchase shares of common
stock at prices that may be below the then current market price of the common
stock could adversely affect the market price of our common stock and could
impair our ability to raise capital through the sale of our equity securities.

                             AVAILABLE INFORMATION

  This prospectus constitutes a part of a registration statement on Form S-8
that we filed with the SEC under the Securities Act of 1933, as amended (the
"Securities Act"). This prospectus does not contain all the information set
forth in the registration statement. You should refer to the registration
statement and its related exhibits and schedules for further information about
our company and the shares offered in this prospectus. Statements contained in
this prospectus concerning the provisions of any document are not necessarily
complete and, in each instance, reference is made to the copy of that document
filed as an exhibit to the registration statement or otherwise filed with the
SEC, and each such statement is qualified by this reference. The registration
statement and its exhibits and schedules are on file at the offices of the SEC
and may be inspected without charge.

  We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file, including
the registration statement, at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at l-800-SEC-0330 for
further information on the operation of the Public Reference Room. Our public
filings are also available from commercial document retrieval services and at
the Internet World Wide Web site maintained by the SEC (http://www.sec.gov).
Our Internet World Wide Web site is located at www.3tecenergy.com.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

  SEC rules allow us to include some of the information required to be in the
registration statement by incorporating that information by reference to other
documents we file with the SEC. That means we can disclose important information
to you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the following documents:

 .  Annual Report on Form 10-KSB for the year ended December 31, 2000, filed with
   the SEC on April 2, 2001;

 .  Current Report on Form 8-K, filed with the SEC on January 8, 2001;

 .  Current Report on Form 8-K, filed with the SEC on February 13, 2001;

 .  Current Report on Form 8-K/A, filed with the SEC on April 16, 2001;

 .  Current Report on Form 8-K, filed with the SEC on September 24, 2001;

 .  Definitive Proxy Statement on Schedule 14A for the Annual Meeting of the
   Stockholders held on May 15, 2001, filed with the SEC on April 25, 2001;

 .  Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001, filed
   with the SEC on May 14, 2001;

 .  Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001, filed
   with the SEC on August 8, 2001;

                                       8
<PAGE>

 .  The description of our capital stock contained in our registration statement
   on Form 10-SB, filed on April 30, 1993, including any amendment or report
   filed for the purpose of updating the description, and also as described by
   the Description of Capital Stock section contained in our registration
   statement on Form S-2, as filed with the SEC on April 28, 2000 (File No. 333-
   35914); and

 .  All reports and other documents filed by us pursuant to Sections 13(a),
   13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (File No. 1-14745),
   as amended, subsequent to the date of this Prospectus and prior to the
   termination of this offering.

  We will provide to each person to whom a copy of this prospectus has been
delivered, upon request, at no cost, a copy of the foregoing documents. Written
or telephone requests for such copies should be directed to Stephen W. Herod,
Executive Vice President-Corporate Development, 3TEC Energy Corporation, 700
Milam Street, Suite 1100,  Houston, Texas 77002, telephone (713) 821-7100.

  You should rely only on the information incorporated by reference or contained
in this prospectus. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. The selling stockholders are not making
an offer to sell these securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this
prospectus is accurate as of the date on the front cover of this prospectus
only. Our business, financial condition, results of operations and prospects may
have changed since that date.

                               ABOUT THE COMPANY

  We are engaged in the acquisition, development, production and exploration of
oil and natural gas reserves. Our properties are concentrated in East Texas and
the Gulf Coast region, both onshore and in the shallow waters of the Gulf of
Mexico. We also own significant properties in the Permian and San Juan basins
and in the Mid-Continent region. Our management and technical staff have
substantial experience in each of these areas. As of December 31,  2000, on a
pro forma basis including our acquisition after December 31, 2000 of Classic
Resources Inc.  ("Classic"), we had estimated total net proved reserves of 354
Bcfe, of which approximately 81% were natural gas and approximately 74% were
classified as proved developed, with an estimated PV-10 value at that date of
$1.23 billion.

  In August 1999, we underwent a change of control in a transaction in which W/E
LLC invested $21.4 million in cash and oil and natural gas properties in
exchange for common stock, warrants and subordinated notes that, at that time,
represented approximately 36% of our then outstanding common stock.

  Since our formation in 1992, we have grown principally through several
acquisitions of proved properties in the Gulf Coast and Mid-Continent regions.
Acquisitions made in 1997 and 1998 significantly increased our reserves and
production but were primarily nonoperated properties with high per Mcfe lease
operating costs.  Following the change in control discussed above, during the
fourth quarter of 1999 and the first half of 2000, we closed several
transactions that changed our senior management team, capital structure and our
property base. In addition, we added several experienced professionals to our
technical staff. Because of these recent transactions, our historical results of
operations and cash flows will differ materially from, and will not be
representative of, our future results.

RECENT DEVELOPMENTS

 .  Acquisition of Control by W/E Energy Company L.L.C. In August 1999, W/E LLC,
   which is owned by affiliates of EnCap and Floyd C. Wilson, purchased a
   controlling interest in us for approximately $20.5 million in cash and
   $875,000 in producing properties. As of October 15, 2001, W/E LLC owned
   approximately 13.76% of our outstanding common stock, or approximately 18.26%
   assuming the exercise and conversion of all securities purchased by them in
   August 1999. Concurrently with the investment by W/E LLC, Mr. Wilson was
   named our Chairman and Chief Executive Officer.

                                       9
<PAGE>

 .  Acquisition of Floyd Oil Properties. In November 1999, we completed the
   acquisition of properties and interests managed by Floyd Oil Company (the
   "Floyd Oil Properties") for $90.2 million, consisting of $86.8 million in
   cash and 503,426 shares of our common stock. The majority of these properties
   are located in Texas and Louisiana and, as of December 31, 1999, had
   estimated proved reserves of 165.5 Bcfe with an associated PV-10 value at
   that time of $146.1 million. Additionally, 76% of the acquired reserves are
   natural gas and 77% are classified as proved developed. We operate
   approximately 53% of these properties on a PV-10 value basis. Floyd Oil
   Company is not affiliated with Floyd C. Wilson.

 .  Credit Facility. Concurrently with our acquisition of the Floyd Oil
   Properties, we entered into a new $250 million credit facility (the
   "Facility") with Bank One, NA, as administrative agent and four other banks.
   Our borrowing base, which is redetermined semi-annually, was initially set at
   $95.0 million. In connection with the acquisition of the CWR Properties we
   amended and restated our credit facility to: (1) extend the maturity date of
   the Facility to May 31, 2003, (2) add an additional bank, and (3) increase
   the borrowing base to $125 million. On March 12, 2001, the Company's
   borrowing base was redetermined and set at $175 million. In addition, two new
   banks were added to the bank group. As of June 30, 2001, our borrowings under
   this facility were $89 million. After the most recent redetermination of the
   credit facility in July 2001, our lenders reduced the borrowing base
   available under the credit facility to $155 million due to the divestment of
   certain non-strategic assets by the Company as described below.

 .  Acquisition of Magellan. On February 3, 2000, we completed the acquisition of
   Magellan Exploration LLC ("Magellan") from certain affiliates of EnCap and
   other third parties for consideration of $18.7 million consisting of (a)
   1,085,934 shares of common stock, (b) four year warrants to purchase up to
   333,333 shares of common stock at $30.00 per share, (c) 617,009 shares of 5%
   Series D Convertible Preferred Stock with a redemption value of $24.00 per
   share and each convertible into one share of common stock and (d) the
   assignment of a performance based "back-in" working interest of 5% of
   Magellan's interest in 12 exploration prospects. The acquired properties are
   located both onshore and in the shallow waters of south Louisiana and consist
   of 20,243 gross (11,244 net) acres in three prospective areas. As of December
   31, 1999, Ryder Scott Company estimated that the net proved reserves of these
   properties were 25.3 Bcfe with an associated PV-10 value at that date of
   $39.8 million. These proved reserves are approximately 67% natural gas and
   69% are classified as proved undeveloped. In addition to the proved reserves,
   the Magellan properties contain several exploratory drilling locations that
   have been identified using 3-D seismic data. In April 2000, we purchased
   additional interests in certain of these properties from an unrelated party,
   bringing our total net purchase price for the Magellan properties to
   approximately $21 million.

 .  Acquisition of CWR Properties. On May 31, 2000, we acquired properties
   operated by C.W. Resources, Inc. (the "CWR Properties") for cash
   consideration of approximately $52 million. The purchase of the CWR
   Properties was financed under our existing credit facility, which we amended
   prior to closing this acquisition. The CWR Properties are located in Upshur
   and Gregg Counties, Texas, in strategic proximity to our core East Texas
   properties. The CWR Properties encompass approximately 38,000 gross acres
   (10,100 net acres). As of December 31, 1999, Ryder Scott Company estimated
   that the net proved reserves of the CWR Properties were 67.8 Bcfe with an
   associated PV-10 value at that date of $58.3 million. The CWR Properties
   produce from the Cotton Valley formation and the reserves are approximately
   92% natural gas and 51% are classified as proved developed.

 .  Completion of Public Offering. On June 30, 2000, the Company completed a
   public offering of 7 million shares of the Company's common stock (priced at
   $9.00 per share), plus an additional 1.05 million shares subject to an option
   granted to the underwriters to cover overallotments. The net proceeds,
   approximately $66.6 million, were used primarily to repay a portion of the
   outstanding debt under the Facility.

 .  Acquisition of HGW Properties. In November 2000, 3TEC acquired additional
   interests in the White Oak and Glenwood fields located in Upshur and Gregg
   Counties, Texas from H.G. Westerman and other third parties (the "HGW
   Properties"). Total cash consideration paid was $8.9 million, which we
   financed under our existing Facility. As of September 1, 2000, 3TEC estimated
   that the net proved reserves of the HGW Properties were 11.2 Bcfe with
   estimated net daily production of 1.8 Mmcfe.

                                       10
<PAGE>

 .  Acquisition of Classic Properties. On January 30, 2001, the Company acquired
   100% of the issued and outstanding stock of Classic Resources Inc.
   ("Classic") for cash consideration of approximately $53.5 million (the
   "Classic Acquisition") plus other acquisition costs. The purchase price is
   subject to certain post-closing adjustments customary in transactions of this
   type. Classic is a privately-held exploration and production company with
   properties located in East Texas. The Company estimates these properties to
   have unaudited total net proved reserves of 47 Bcfe and net daily production
   of approximately 11 Mmcfe, as of January 31, 2001. The Classic Acquisition
   was financed under the Company's existing Facility.

 .  Property Divestments. During the second quarter of 2001, the Company sold
   non-strategic properties for net cash proceeds of approximately $11.7
   million, resulting in a gain of $6.7 million. The Company will attempt to
   acquire replacement properties in order to defer the tax gain on the sales of
   these properties in accordance with the Like-Kind Exchange regulations of the
   Internal Revenue Service. At October 12, 2001 the Company had $18.3 million
   in like-kind escrow accounts pending the identification and acquisition of
   the replacement properties. If the Company is not successful in acquiring
   replacement properties, the funds in escrow will be used to reduce borrowings
   under the Company's Facility. During July 2001, the Company divested
   additional non-strategic assets for net cash proceeds of approximately $25.7
   million, resulting in an approximate gain of $9.1 million. The Company will
   attempt to acquire replacement properties in order to defer the tax gain on
   the sales of these properties in accordance with the Like-Kind Exchange
   regulations of the Internal Revenue Service. During July 2001, and in
   conjunction with the property divestments described in this paragraph, the
   Company's borrowing base under its credit facility was reduced to $155
   million.

OUR STRATEGY

  Our business strategy is focused on the following:

 .  Pursuit of Strategic Acquisitions. We continually review opportunities to
   acquire producing properties, leasehold acreage and drilling prospects. We
   seek to acquire operational control of properties that we believe have
   significant exploitation and exploration potential. We are especially focused
   on increasing our holdings in fields and basins in which we already own an
   interest.

 .  Further Development of Existing Properties. We intend to further develop our
   properties that have proved reserves. We seek to add proved reserves and
   increase production through the use of advanced technologies, including
   detailed technical analysis of our properties, and by drilling in-fill
   locations and selectively recompleting existing wells. We also plan to drill
   step-out wells to expand known field limits. We intend to enhance the
   efficiency and quality control of these activities by operating the majority
   of our properties.

 .  Growth Through Exploration. We conduct an active technology-driven
   exploration program that is designed to complement our property acquisition
   and development drilling efforts with moderate to high risk exploration
   projects that have greater reserve potential. We generate exploration
   prospects through the analysis of geological and geophysical data and the
   interpretation of 3-D seismic data. We intend to manage our exploration
   expenditures through the optimal scheduling of our drilling program and by
   selectively reducing our participation in certain exploratory prospects
   through sales of interests to industry partners.

 .  Rationalization of Property Portfolio. We intend to actively pursue
   opportunities to reduce and control operating costs of our existing
   properties and properties we may acquire in the future through the
   consolidation of overlapping operations, the sale of marginal properties and
   by increasing the number of fields we operate as a percentage of our total
   properties.

 .  Maintenance of Financial Flexibility. We intend to maintain a substantial
   unused borrowing capacity under our Facility by periodically refinancing our
   bank debt in the capital markets when conditions are favorable. We believe
   our expanded base of internally generated cash flow and other financial
   resources, including our existing financial partners, provide us with the
   financial flexibility to pursue additional acquisitions of producing
   properties and leasehold acreage and to develop our project inventory in an
   optimal fashion.

                                       11
<PAGE>

OUR EXECUTIVE OFFICES

  Our principal executive offices are located at 700 Milam Street, Suite 1100,
in Houston, Texas 77002, and our telephone number is (713) 821-7100.  Our
website is www.3tecenergy.com.

                           FORWARD-LOOKING STATEMENTS

  This prospectus and the information incorporated by reference contain
statements that constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
statements appear in a number of places and include statements regarding our
plans, beliefs, intentions or current expectations, including those plans,
beliefs, intentions and expectations of our officers and directors with respect
to, among other things:

 .  budgeted capital expenditures;

 .  increases in oil and natural gas production;

 .  our outlook on oil and natural gas prices;

 .  estimates of our oil and natural gas reserves;

 .  our future financial condition or results of operations; and

 .  our business strategy and other plans and objectives for future operations.

  More specifically, some of the statements contained in this prospectus under
"Risk Factors" that relate to our business and the industry in which we operate
are forward-looking. Statements or assumptions related to or underlying these
forward-looking statements include, without limitation, statements regarding:

 .  the quality or value of our properties with regard to, among other things,
   the existence of reserves in economical quantities;

 .  our ability to increase our reserves through exploration and development
   activities;

 .  the number of locations to be drilled and the time frame within which they
   will be drilled;

 .  future prices of oil and natural gas;

 .  anticipated domestic demand for oil and natural gas; and

 .  the adequacy of our capital resources and liquidity.

  Actual results may differ materially from those suggested by the forward-
looking statements for various reasons, including those discussed under "Risk
Factors."

                                USE OF PROCEEDS

     We will not receive any proceeds from the sale of our common stock by the
selling stockholders under this reoffer prospectus. See "Selling Stockholders"
and "Plan of Distribution" below.

                                       12
<PAGE>

                              SELLING STOCKHOLDERS

     The following table sets forth certain information concerning each of the
selling stockholders. Assuming that the selling stockholders offer all of their
shares of our common stock being registered hereunder, the selling stockholders
will not have any beneficial ownership except as otherwise provided in the
table. The shares are being registered to permit the selling stockholders to
offer the shares for resale from time to time. The selling stockholders named
below may resell all, a portion, or none of such shares.  There is no assurance
that any of the selling stockholders will sell any or all of the common stock
that is being registered under this reoffer prospectus.  See "Plan of
Distribution."

     Participants under the Plans who are deemed to be "affiliates" of the
Company who acquire common stock under the Plans may be added to the selling
stockholders listed below from time to time by use of a reoffer prospectus
supplement filed pursuant to Rule 424(b) under the Securities Act.


<TABLE>
<CAPTION>
                                                                         COMMON
                                                                         SHARES
                                                                      BENEFICIALLY
                                                                          OWNED          COMMON SHARES         COMMON SHARES
                                          POSITION OR                 PRIOR TO THE    REGISTERED BY THIS    BENEFICIALLY OWNED
NAME OF SELLING STOCKHOLDER                 OFFICE                    OFFERING (1)       PROSPECTUS (2)     AFTER THE SALE (3)
----------------------------              -----------                 ------------    ------------------    -------------------
<S>                                     <C>                           <C>             <C>                   <C>
Gary R. Christopher..................   Director                            4,999             35,000                  4,999
Larry L. Helm                           Director                                0             35,000                      0
R.A. Walker..........................   President; Chief Financial        600,000            300,000                600,000
                                        Officer; Director
                 Total...............                                     604,999            370,000                604,999
</TABLE>
--------------------
(1)  The information set forth in this column does not include any vested or
     unvested stock options granted to the named individual under the Plans.
(2)  Includes all shares which the named individual has the right to acquire
     under all vested and unvested stock options granted to such individual
     under the Plans prior to the date of this reoffer prospectus.
(3)  The information set forth in this column assumes the selling stockholders
     will sell all of the shares being offered hereby.  None of the selling
     stockholders owned prior to this offering, or will own following the
     completion of this offering, more than 1% of our outstanding common stock.

                              PLAN OF DISTRIBUTION

     Each selling stockholder will act independently of us in making decisions
with respect to the timing, manner and size of each sale and will pay or assume
brokerage commissions or other charges and expenses incurred in the sale of the
shares.  Such sales may be made on one or more exchanges or in the over-the-
counter market or otherwise, at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions.  The
selling stockholders, for their own accounts, may effect such transactions by
selling the shares to or through broker-dealers. The shares may be sold by one
or more of the following: (a) a block trade in which the broker dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this prospectus; (c) an exchange distribution in accordance with the
rules of such exchange; (d) ordinary brokerage transactions and transactions in
which the broker solicits purchasers and (e) in privately negotiated
transactions.

     Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders and/or the
purchasers of the shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions) in amounts to be
negotiated in connection with the sale.  Such broker-dealers or agents and any
other participating broker-dealers or the selling stockholders may be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act in
connection with such sales and any such commission, discount or concession may
be deemed to be underwriting discounts or commissions under the Securities Act.
In addition, any

                                       13
<PAGE>

securities covered by this prospectus which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this prospectus.

     In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers.

     Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to the common stock of the Company for a
period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each selling stockholder will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of shares of  our common
stock by the selling stockholders.  We will make copies of this prospectus
available to the selling stockholders and have informed them of the need for
delivery of copies of this prospectus to purchasers at or prior to the time of
any sale of the shares offered hereby. We assume no obligation to so deliver
copies of this prospectus or any related prospectus supplement.

                                 LEGAL MATTERS

  No legal counsel is issuing a legal opinion in connection with the
registration of these securities.

                                    EXPERTS

  The consolidated financial statements of 3TEC and its subsidiaries
as of December 31, 2000 and 1999, and for each of the years then ended, have
been incorporated by reference herein and in the registration statement in
reliance upon the report of KPMG LLP, independent accountants, also incorporated
by reference herein, and upon authority of said firm as experts in accounting
and auditing. To the extent that KPMG LLP audits and reports on the financial
statements of 3TEC and its subsidiaries issued at future dates, and KPMG LLP
consents to the use of their report thereon, such financial statements also will
be incorporated by reference in the registration statement in reliance upon
their report and said authority.

  Some of the information incorporated by reference in this registration
statement regarding estimates of the estimated quantities of reserves of the
underlying properties we own, the future net revenues from those reserves and
their present value is based on estimates of the reserves and present values
prepared by or derived from estimates prepared by Ryder Scott Company,
independent petroleum engineers.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

   Certain legal matters in connection with the common stock offered hereby are
being passed upon for us by Hinkle Elkouri Law Firm L.L.C. Wichita, Kansas.
David S. Elkouri, a member of the Hinkle Elkouri Law Firm L.L.C., is also the
Secretary of the Company.

                   INDEMNIFICATION OF OFFICERS AND DIRECTORS

   Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation in a derivative action), if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action, had
no reasonable cause to believe their conduct was unlawful.  A similar standard
is applicable in the case of derivative actions, and the statute requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.  The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.

                                       14
<PAGE>

   Article EIGHTH of the Company's Certificate of Incorporation provides for
indemnification of the Company's directors, officers, employees or agents to the
fullest extent permitted under the Delaware General Corporation Law.

   Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.

   Article NINTH of the Company's Certificate of Incorporation provides for the
limitation or elimination of personal liability of its directors to the Company
or its stockholders for monetary damages for breach of duty as a director to the
fullest extent permitted by the Delaware General Corporation Law.

   These provisions in our certificate of incorporation may reduce the
likelihood of derivative litigation against our officers and directors and may
discourage or deter our stockholders or management from bringing a lawsuit
against our officers and directors for breach of their duty of care, even though
the action, if successful, might otherwise have benefited us and our
stockholders.

   These provisions in our Certificate of Incorporation do not alter the
liability of our officers and directors under federal securities laws and do not
affect the right to sue under federal securities laws for violations thereof.

   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the SEC 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 us of expenses incurred or paid by one of our directors, officers or
controlling persons 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, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act, and will be governed
by the final adjudication of such issue.

                                       15
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following documents filed by the Company with the SEC are incorporated by
reference in this Registration Statement:

 .  Annual Report on Form 10-KSB for the year ended December 31, 2000, filed with
   the SEC on April 2, 2001;

 .  Current Report on Form 8-K, filed with the SEC on January 8, 2001;

 .  Current Report on Form 8-K, filed with the SEC on February 13, 2001;

 .  Current Report on Form 8-K/A, filed with the SEC on April 16, 2001;

 .  Current Report on Form 8-K, filed with the SEC on September 24, 2001;

 .  Definitive Proxy Statement on Schedule 14A for the Annual Meeting of the
   Stockholders held on May 15, 2001, filed with the SEC on April 25, 2001;

 .  Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001, filed
   with the SEC on May 14, 2001;

 .  Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001, filed
   with the SEC on August 8, 2001;

 .  The description of our capital stock contained in our registration statement
   on Form 10-SB, filed on April 30, 1993, including any amendment or report
   filed for the purpose of updating the description, and also as described by
   the Description of Capital Stock section contained in our registration
   statement on Form S-2, as filed with the SEC on April 28, 2000 (File No. 333-
   35914); and

All reports and other documents subsequently filed with the SEC by us pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(File No. 1-14745), as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained in this
Registration Statement or in a document incorporated or deemed incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

                                       16
<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain legal matters in connection with the common stock offered hereby
are being passed upon for us by Hinkle Elkouri Law Firm L.L.C. Wichita, Kansas.
David S. Elkouri, a member of the Hinkle Elkouri Law Firm L.L.C., is also the
Secretary of the Company.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation in a derivative action), if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action, had
no reasonable cause to believe their conduct was unlawful.  A similar standard
is applicable in the case of derivative actions, and the statute requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.  The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.

     Article EIGHTH of the Company's Certificate of Incorporation provides for
indemnification of the Company's directors, officers, employees or agents to the
fullest extent permitted under the Delaware General Corporation Law.

     Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.

     Article NINTH of the Company's Certificate of Incorporation provides for
the limitation or elimination of personal liability of its directors to the
Company or its stockholders for monetary damages for breach of duty as a
director to the fullest extent permitted by the Delaware General Corporation
Law.

     These provisions in our certificate of incorporation may reduce the
likelihood of derivative litigation against our officers and directors and may
discourage or deter our stockholders or management from bringing a lawsuit
against our officers and directors for breach of their duty of care, even though
the action, if successful, might otherwise have benefited us and our
stockholders.

     These provisions in our Certificate of Incorporation do not alter the
liability of our officers and directors under federal securities laws and do not
affect the right to sue under federal securities laws for violations thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the SEC 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 us of expenses incurred or paid by one of our directors, officers or
controlling persons in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities

                                       17
<PAGE>

being registered, we will, unless in the opinion of our counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by us is against public
policy as expressed in the Securities Act, and will be governed by the final
adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     The Registrant granted options totaling 370,000 shares of common stock to
the Selling Stockholders pursuant to the 3TEC Energy Corporation 2001 Stock
Option Plan and the 3TEC Energy Corporation 2000 Non-Employee Directors' Stock
Option Plan.  These issuances were exempt from registration under Section 4(2)
of the Securities Act.

ITEM 8.  EXHIBITS.

Exhibits:  The following documents are filed as exhibits to this report:

     4.1   Certificate of Incorporation of 3TEC Energy Corporation (Incorporated
           by reference to Exhibit 3.1 of Form 8-K/A filed December 16, 1999)

     4.2   Certificate of Amendment to the Certificate of Incorporation of 3TEC
           Energy Corporation (Incorporated by reference to Form 3.3 10-KSB
           filed March 30, 2000)

     4.3   Certificate of Amendment to the Certificate of Incorporation of 3TEC
           Energy Corporation (Incorporated by reference to Form 3.5 10-QSB
           filed August 8, 2001)

     4.4   Bylaws of the Company (Incorporated by reference to Exhibit C of the
           Company's definitive proxy statement filed October 25, 1999)

     4.5   Amendment No. 1 to Bylaws of the Company**

     4.6   Amendment No. 2 to Bylaws of the Company (Incorporated by reference
           to Form 3.6 10-QSB filed August 8, 2001)

     5.1   Opinion of Hinkle Elkouri Law Firm L.L.C.**

    23.1   Consent of KPMG LLP, independent certified public accountants**

    23.2   Consent of Ryder Scott Company, independent petroleum engineers**

    24.1   Powers of Attorney (included on signature page hereto)

    99.1   3TEC Energy Corporation 2001 Stock Option Plan**

    99.2   3TEC Energy Corporation 2000 Non-Employee Directors' Stock Option
           Plan**
-----------
** Filed herewith.

                                       18
<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:

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

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent post-
     effect amendment thereof) which, individually or together, represent a
     fundamental change in the information set forth in the registration
     statement. Notwithstanding the foregoing, any increase or decrease in
     volume of securities offered (if the total dollar value of securities
     offered would not exceed that which was registered) and any deviation from
     the low or high end of the estimated maximum offering range may be
     reflected in the form of prospectus filed with the SEC pursuant to Rule
     424(b) if, in the aggregate, the changes in volume and price represent no
     more than a 20% change in the maximum aggregate offering price set forth in
     the "Calculation of Registration Fee" table in the effective registration
     statement; and

          (iii)  To include any additional or changed material information with
     respect to the plan of distribution.

     (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.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act, 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 26 day of October,
2001.

                               3TEC ENERGY CORPORATION


                               By: /s/ Floyd C. Wilson
                                  ----------------------------
                                  Floyd C. Wilson,
                                  Chairman of the Board and
                                  Chief Executive Officer

                                       19
<PAGE>

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Floyd C. Wilson  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, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
SEC, 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 dates indicated.

         Signature                      Title                        Date
         ---------                      -----                        ----

   /s/ Floyd C. Wilson          Chairman of the Board and     October 26, 2001
---------------------------     Chief Executive Officer
      Floyd C. Wilson

   /s/ R. A. Walker             President, Chief Financial    October 26, 2001
---------------------------     Officer and Director
      R. A. Walker

 /s/ Stephen W. Herod           Executive Vice President -    October 26, 2001
---------------------------     Corporate Development
    Stephen W. Herod            and Director


 /s/  Shane M. Bayless          Vice President, Controller    October 26, 2001
---------------------------     and Treasurer
     Shane M. Bayless

 /s/  David B. Miller           Director                      October 26, 2001
---------------------------
     David B. Miller

 /s/  D. Martin Phillips        Director                      October 26, 2001
---------------------------
     D. Martin Phillips

 /s/  Gary R. Christopher       Director                      October 26, 2001
---------------------------
     Gary R. Christopher

 /s/  Larry L. Helm             Director                      October 26, 2001
---------------------------
      Larry L. Helm

                                       20
<PAGE>

                               INDEX TO EXHIBITS

The following documents are filed as exhibits to this report:

     4.1   Certificate of Incorporation of 3TEC Energy Corporation (Incorporated
           by reference to Exhibit 3.1 of Form 8-K/A filed December 16, 1999)

     4.2   Certificate of Amendment to the Certificate of Incorporation of 3TEC
           Energy Corporation (Incorporated by reference to Form 3.3 10-KSB
           filed March 30, 2000)

     4.3   Certificate of Amendment to the Certificate of Incorporation of 3TEC
           Energy Corporation (Incorporated by reference to Form 3.5 10-QSB
           filed August 8, 2001)

     4.4   Bylaws of the Company (Incorporated by reference to Exhibit C of the
           Company's definitive proxy statement filed October 25, 1999)

     4.5   Amendment No. 1 to Bylaws of the Company**

     4.6   Amendment No. 2 to Bylaws of the Company (Incorporated by reference
           to Form 3.6 10-QSB filed August 8, 2001)

     5.1   Opinion of Hinkle Elkouri Law Firm L.L.C.**

    23.1   Consent of KPMG LLP, independent certified public accountants**

    23.2   Consent of Ryder Scott Company, independent petroleum engineers**

    24.1   Powers of Attorney (included on signature page hereto)

    99.1   3TEC Energy Corporation 2001 Stock Option Plan**

    99.2   3TEC Energy Corporation 2000 Non-Employee Directors' Stock Option
           Plan**
-------------
** Filed herewith.

                                       21
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "STOCK OPTION PLAN", "secsgml_size_bytes": 83358}]
{"company-data": {"conformed-name": "3TEC ENERGY CORP", "cik": "0000903267", "assigned-sic": "1311", "irs-number": "631081013", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72344", "film-number": "1768170"}, "business-address": {"street1": "700 MILAM STREET", "street2": "SUITE 1100", "city": "HOUSTON", "state": "TX", "zip": "77002-2", "phone": "7138217100"}, "former-company": {"former-conformed-name": "MIDDLE BAY OIL CO INC", "date-changed": "19930504"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 2001

                                             Registration No. 333-______________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            3TEC ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                63-1081013
(STATE OR OTHER JURISDICTION OF      (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

                                700 MILAM STREET
                                   SUITE 1100
                              HOUSTON, TEXAS 77002
                                 (713) 821-7100
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                 3TEC ENERGY CORPORATION 2001 STOCK OPTION PLAN
     3TEC ENERGY CORPORATION 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (FULL TITLE OF THE PLANS)

                                FLOYD C. WILSON
                                700 MILAM STREET
                                   SUITE 1100
                              HOUSTON, TEXAS 77002
                                 (713) 821-7100
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE OF AGENT FOR SERVICE)

                                With Copies to:

                                David S. Elkouri
                         Hinkle Elkouri Law Firm L.L.C.
                                  301 N. Main
                                   Suite 2000
                           Wichita, Kansas 67202-4820
                                 (316) 267-2000

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
Title of Securities                   Amount to be          Proposed Maximum           Proposed Maximum         Amount of
 to be Registered                    Registered(1)      Offering  Price Per Share   Aggregate Offering Price  Registration Fee
------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
 $.02 per share:
Shares subject to outstanding          300,000                 $14.3125(2)               $ 4,293,750            $1,073.44
 options under the 3TEC Energy
 Corporation 2001 Stock Option Plan
-----------------------------------------------------------------------------------------------------------------------------
Shares subject to outstanding           50,000                 $   9.75(3)               $   487,500            $  121.88
 option under the 3TEC Energy
 Corporation 2000 Non-Employee
 Directors' Stock Option Plan
-----------------------------------------------------------------------------------------------------------------------------
Shares subject to outstanding           20,000                 $ 16.625(4)               $   332,500            $   83.13
 options under the 3TEC Energy
 Corporation 2000 Non-Employee
 Directors' Stock Option Plan
-----------------------------------------------------------------------------------------------------------------------------
3TEC Energy Corporation 2001           700,000                 $ 14.41 (5)               $10,087,000            $2,521.75
 Stock Option Plan
-----------------------------------------------------------------------------------------------------------------------------
3TEC Energy Corporation 2000           430,000                 $ 14.41 (5)               $ 6,196,300            $1,549.08
 Non-Employee Directors' Stock
 Option Plan
----------------------------------------------------------------------------------------------------------------------------
Total                                1,500,000                                           $21,397,050            $5,349.28
----------------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act") this registration statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to
     employee benefit plans described herein.

(2)  Computed in accordance with Rule 457 (h)(1) under the Securities Act.  Such
     computation is based upon the exercise price of $14.3125 per share covering
     300,000 shares to be issued pursuant to outstanding options.

(3)  Computed in accordance with Rule 457 (h)(1) under the Securities Act.  Such
     computation is based upon the exercise price of $9.75 per share covering
     50,000 shares to be issued pursuant to outstanding options.

(4)  Computed in accordance with Rule 457 (h)(1) under the Securities Act.  Such
     computation is based upon the exercise price of $16.625 per share covering
     20,000 shares to be issued pursuant to outstanding options.

(5)  Computed in accordance with Rule 457 (c) under the Securities Act based on
     the average of the high ($14.51) and low ($14.31) sales prices for the
     common stock on October 22, 2001 as reported for such date on the Nasdaq
     National Market.
EXPLANATORY NOTE

     3TEC Energy Corporation (the "Company") has prepared this registration
statement in accordance with the requirements of Form S-8 under the Securities
Act to register shares of its common stock, par value $.02 per share (the
"Common Stock") that may be issued upon the exercise of stock options that have
been or may be granted under the 3TEC Energy Corporation 2001 Stock Option Plan
("2001 Plan") and the 3TEC Energy Corporation 2000 Non-Employee Directors' Stock
Option Plan ("Directors' Plan") (the 2001 Plan and the Directors' Plan are
sometimes referred to together as the "Plans").

     This registration statement contains two parts.  The first part contains a
reoffer prospectus prepared in accordance with Part I of Form S-3 (in accordance
with Instruction C of the General Instructions to Form S-8) which covers
reoffers and resales of shares of the Common Stock issued pursuant to the Plans.
The Reoffer Prospectus may be utilized for reofferings and resales of up to
370,000 shares of our Common Stock acquired by certain employees and directors
under the Plans.  The second part contains information required in the
registration statement pursuant to Part II of Form S-8.  Information required by
Part I of Form S-8, to be contained in the Section 10(a) prospectus, is omitted
from this registration statement in accordance with Rule 428 under the
Securities Act and the Note to Part I of Form S-8; however, the Company will
send or give the documents containing the information specified in Part I of
Form S-8 to participants of the Plans as specified by Rule 428 under the
Securities Act.
REOFFER PROSPECTUS

                                 370,000 Shares

                                  [3TEC LOGO]

                                  Common Stock

This reoffer prospectus relates to 370,000 shares of our common stock, $0.02 par
value per share, which may be offered for sale from time to time by certain of
our affiliates (the "Selling Stockholders"). We issued these shares to the
Selling Stockholders pursuant to the 3TEC Energy Corporation 2001 Stock Option
Plan and the 3TEC Energy Corporation 2000 Non-Employee Directors' Stock Option
Plan.

We are not offering any shares of our common stock for sale under this
prospectus, and we will not receive any of the proceeds from the sale of shares
by the Selling Stockholders under this prospectus.

Our common stock is traded on the Nasdaq National Market System under the symbol
"TTEN." The last reported sale price for our common stock on the Nasdaq National
Market System on October 22, 2001 was $14.40 per share.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.  SEE "RISK
FACTORS" BEGINNING ON PAGE 2 TO READ ABOUT SOME OF THE RISKS THAT YOU SHOULD
CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

            The date of this Reoffer Prospectus is October 26, 2001.

                                700 MILAM STREET
                                   SUITE 1100
                              HOUSTON, TEXAS 77002
                                 (713) 821-7100
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
TABLE OF CONTENTS

                                                                       Page
                                                                       -----
Risk Factors........................................................       2
Available Information...............................................       8
Incorporation of Certain Information by Reference...................       8
About the Company...................................................       9
Forward Looking Statements..........................................      12
Use of Proceeds.....................................................      12
Selling Stockholders................................................      13
Plan of Distribution................................................      13
Legal Matters.......................................................      14
Experts.............................................................      14
Interests of Named Experts and Counsel..............................      14
Indemnification of Officers and Directors...........................      14

     You should rely only on the information contained in this reoffer
prospectus.  We have not authorized anyone to provide you with information
different from that contained in this prospectus.  The selling stockholders are
offering to sell, and seeking offers to buy, shares of our common stock only in
jurisdictions where offers and sales are permitted.  The information contained
in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of our
common stock hereunder.  In this prospectus, references to "3TEC," "the
Company," "we," "our," and "us" refer to 3TEC Energy Corporation.

                                       1
RISK FACTORS

  You should carefully consider the following factors and other information in
this prospectus, any prospectus supplement and the documents incorporated or
deemed to be incorporated by reference in this prospectus before deciding to
invest in shares of the Company's Common Stock.

OIL AND NATURAL GAS PRICES ARE VOLATILE, AND LOW PRICES HAVE IN THE PAST AND
COULD IN THE FUTURE HAVE A MATERIAL ADVERSE IMPACT ON OUR BUSINESS.

  Our revenues, profitability and future growth and the carrying value of our
properties depend substantially on prevailing oil and natural gas prices. Prices
also affect the amount of cash flow available for capital expenditures and our
ability to borrow and raise additional capital. The amount we will be able to
borrow under our credit facility will be subject to periodic redetermination
based in part on changing expectations of future prices. Lower prices may also
reduce the amount of oil and natural gas that we can economically produce.

  Historically, the markets for oil and natural gas have been volatile, and they
are likely to continue to be volatile in the future. For example, oil and
natural gas prices declined significantly in late 1997 and 1998, and increased
significantly in 1999 and 2000. The declines had a significant negative impact
on our financial results for 1997, 1998 and the first two quarters of 1999,
contributing to our losses for those periods, while the increases have had a
positive impact since then. Among the factors that can cause volatility are:

 .  the domestic and foreign supply of oil and natural gas;

 .  the ability of members of the Organization of Petroleum Exporting Countries
   to agree upon and maintain oil prices and production levels;

 .  political instability or armed conflict in oil or natural gas producing
   regions;

 .  the use of strategic petroleum reserves held by governments;

 .  the level of consumer product demand;

 .  weather conditions;

 .  the price and availability of alternative fuels;

 .  the price of foreign imports; and

 .  worldwide economic conditions.

  These external factors and the volatile nature of the energy markets make it
difficult to estimate future prices of oil and natural gas.

WE MAY NOT SUCCESSFULLY INTEGRATE THE OPERATIONS OF THE PROPERTIES WE HAVE
ACQUIRED OR MAY ACQUIRE OR ACHIEVE THE BENEFITS WE ARE SEEKING.

  Our success will partially depend upon the integration of the operations and
selected personnel relating to the Floyd Oil Properties (hereafter defined),
Magellan (hereafter defined), the CWR Properties (hereafter defined) and Classic
(hereafter defined). Our management team does not have long-term experience with
the combined activities of 3TEC, the Floyd Oil Properties, Magellan, the CWR
Properties and Classic. We may not be able to integrate these operations without
loss of important employees, loss of revenues, increases in operating or other
costs, or other difficulties. In addition, we may not be able to realize the
operating efficiencies and other benefits sought from our acquisitions.

                                       2
WE MAY NOT BE ABLE TO REPLACE PRODUCTION WITH NEW RESERVES THROUGH OUR DRILLING
OR ACQUISITION ACTIVITIES.

  In general, the volume of production from oil and natural gas properties
declines as reserves are depleted. Our reserves will decline as they are
produced unless we acquire properties with proved reserves or conduct successful
development and exploration activities. Our future oil and natural gas
production is highly dependent upon our level of success in finding or acquiring
additional reserves. However, we cannot assure you that our future acquisition,
development and exploration activities will result in additional proved reserves
or that we will be able to drill productive wells at acceptable costs.

  Our recent growth is due largely to acquisitions of producing properties. The
successful acquisition of producing properties requires an assessment of a
number of factors. These factors include recoverable reserves, future oil and
natural gas prices, operating costs and potential environmental and other
liabilities, title issues and other factors. Such assessments are inexact and
their accuracy is inherently uncertain. In connection with such assessments, we
perform a review of the subject properties that we believe is generally
consistent with industry practices. However, such a review will not reveal all
existing or potential problems. In addition, the review will not permit a buyer
to become sufficiently familiar with the properties to fully assess their
deficiencies and capabilities. Although the increased availability of properties
has caused a decrease in the prices paid for these properties, we cannot assure
you that we will be able to acquire properties at acceptable prices because the
competition for producing oil and natural gas properties is intense and many of
our competitors have financial and other resources which are substantially
greater than those available to us.

OUR BANK LENDERS CAN LIMIT OUR BORROWING CAPABILITIES, WHICH MAY MATERIALLY
IMPACT OUR OPERATIONS.

  As of October 12, 2001, our long-term bank debt was $86 million. In addition,
our lenders set the borrowing base under our credit facility at $155 million,
effective July 31, 2001.  The borrowing base limitation under our credit
facility is redetermined semi-annually. Redeterminations are based upon a number
of factors, including commodity prices and reserve levels.  The next
redetermination date is November 1, 2001.  Depending on our debt levels in 2001,
upon a redetermination, we could be forced to repay a portion of our bank debt.
We may not have sufficient funds to make such repayments, which could result in
a default under the terms of the loan agreement and an acceleration of the loan.
We intend to finance our development, acquisition and exploration activities
with cash flow from operations, bank borrowings and other financing activities.
In addition, we may significantly alter our capitalization in order to make
future acquisitions or develop our properties. These changes in capitalization
may significantly increase our level of debt. We may also be able to incur
substantial additional indebtedness in the future. If we incur additional debt
for these or other purposes, the related risks that we now face could intensify.
A higher level of debt also increases the risk that we may default on our debt
obligations. Our ability to meet our debt obligations and to reduce our level of
debt depends on our future performance. General economic conditions and
financial, business and other factors affect our operations and our future
performance. Many of these factors are beyond our control. Our level of debt
affects our operations in several important ways, including the following:

 .  a portion of our cash flow from operations is used to pay interest on
   borrowings;

 .  the covenants contained in the agreements governing our debt limit our
   ability to borrow additional funds, pay dividends, dispose of assets or issue
   shares of preferred stock and otherwise may affect our flexibility in
   planning for, and reacting to, changes in business conditions;

 .  a high level of debt may impair our ability to obtain additional financing in
   the future for working capital, capital expenditures, acquisitions, general
   corporate or other purposes;

 .  the level of our debt could impact our ability to develop our proved
   undeveloped reserves in a timely manner, if at all. Our failure to develop
   our proved undeveloped reserves would have a negative impact on our future
   cash flow;

 .  a leveraged financial position would make us more vulnerable to economic
   downturns and could limit our ability to withstand competitive pressures; and

                                       3
.  any debt that we incur under our credit facility will be at variable rates,
   which makes us vulnerable to increases in interest rates.

WE HAVE INCURRED LOSSES FROM OPERATIONS IN THE PAST, AND OUR FAILURE TO SUSTAIN
PROFITABILITY IN THE FUTURE COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR
COMMON STOCK.

  We incurred net losses of $6.7 million in 1998 and $4.0 million in 1999. Our
net income for 2000 was $31.7 million.  For the six months ended June 30, 2001,
we had reported earnings of $32.8 million.  We cannot assure you that we will
achieve or sustain profitability in the future. Our failure to achieve or
sustain profitability in the future could adversely affect the market price of
our common stock.

OUR ABILITY TO FINANCE OUR BUSINESS ACTIVITIES WILL REQUIRE US TO GENERATE
SUBSTANTIAL CASH FLOW.

  Our business activities require substantial capital. We have budgeted total
capital expenditures for 2001 of approximately $63 million. We intend to finance
our capital expenditures in the future through cash flow from operations, the
incurring of additional indebtedness and/or the issuance of additional equity
securities. We cannot be sure that our business will continue to generate cash
flow at or above current levels. Future cash flows and the availability of
financing will be subject to a number of variables, such as:

 .  the level of production from existing wells;

 .  prices of oil and natural gas;

 .  our results in locating and producing new reserves; and

 .  general economic, financial, competitive, legislative, regulatory and other
   factors beyond our control.

  If we are unable to generate sufficient cash flow from operations to service
our debt, we may have to obtain additional financing. We cannot be sure that any
additional financing will be available to us on acceptable terms. Issuing equity
securities to satisfy our financing requirements could cause substantial
dilution to our existing stockholders. The level of our debt financing could
also materially affect our operations. See "Our bank lenders can limit our
borrowing capabilities, which may materially impact our operations."

  If our revenues were to decrease due to lower oil and natural gas prices,
decreased production or other reasons, and if we could not obtain capital
through our credit facility or otherwise, our ability to execute our development
and acquisition plans, replace our reserves or maintain production levels could
be greatly limited.

DRILLING WELLS IS SPECULATIVE, OFTEN INVOLVES SIGNIFICANT COSTS AND MAY NOT
RESULT IN ADDITIONS TO OUR PRODUCTION OR RESERVES.

  Developing and exploring for oil and natural gas reserves involves a high
degree of operating and financial risk. The budgeted costs of drilling,
completing and operating wells are often exceeded and can increase significantly
when drilling costs rise due to a tightening in the supply of various types of
oilfield equipment and related services. Drilling may be unsuccessful for many
reasons, including title problems, weather, cost overruns, equipment shortages
and mechanical difficulties. Moreover, the successful drilling of an oil or
natural gas well does not ensure a profit on investment. Exploratory wells bear
a much greater risk of loss than development wells. A variety of factors, both
geological and market-related, can cause a well to become uneconomical or only
marginally economical. In addition to their cost, unsuccessful wells can hurt
our efforts to replace reserves.

WE DO NOT INSURE AGAINST ALL POTENTIAL LOSSES AND COULD BE SERIOUSLY HARMED BY
UNEXPECTED LIABILITIES.

  Exploration for and production of oil and natural gas can be hazardous,
involving natural disasters and other unforeseen occurrences such as blowouts,
cratering, fires and loss of well control, which can damage or destroy wells or
production facilities, injure or kill people, and damage property and the
environment. Because third party

                                       4
drilling contractors are used to drill our wells, we may not realize the full
benefit of workmen's compensation laws in dealing with their employees. We
maintain insurance against many potential losses and liabilities arising from
our operations in accordance with customary industry practices and in amounts
that we believe to be prudent. However, our insurance does not protect us
against all operational risks.

ESTIMATES OF OIL AND NATURAL GAS RESERVES ARE UNCERTAIN AND INHERENTLY IMPRECISE
AND ANY MATERIAL INACCURACIES IN THESE RESERVE ESTIMATES WILL MATERIALLY AFFECT
THE QUANTITIES AND PV-10 VALUE OF OUR RESERVES.

  Our annual report on Form 10-KSB for fiscal year 2000 contained estimates of
our proved oil and natural gas reserves and the estimated future net revenues
from such reserves, as prepared by independent petroleum engineers. These
estimates are based upon various assumptions, including assumptions required by
the Securities and Exchange Commission (the "SEC") relating to oil and natural
gas prices, drilling and operating expenses, capital expenditures, taxes and
availability of funds. The process of estimating oil and natural gas reserves is
complex. This process requires significant decisions and assumptions in the
evaluation of available geological, geophysical, engineering and economic data
for each reservoir. Therefore, these estimates are inherently imprecise.

  Actual future production, oil and natural gas prices, revenues, taxes,
development expenditures, operating expenses and quantities of recoverable oil
and natural gas reserves will most likely vary from those estimated. Any
significant variance could materially affect the estimated quantities and PV-10
value of reserves set forth in the information incorporated by reference into
this registration statement. Our properties may also be susceptible to
hydrocarbon drainage from production by other operators on adjacent properties.
In addition, we may adjust estimates of proved reserves to reflect production
history, results of exploration and development, prevailing oil and natural gas
prices and other factors, many of which are beyond our control. Actual
production, revenues, taxes, development expenditures and operating expenses
with respect to our reserves will likely vary from the estimates used. These
variances may be material.

  At December 31, 2000, approximately 22% of our estimated proved reserves were
undeveloped. Recovery of undeveloped reserves requires significant capital
expenditures and successful drilling operations. The reserve data assume that we
will make significant capital expenditures to develop our reserves. Although we
have prepared estimates of our oil and natural gas reserves and the costs
associated with these reserves in accordance with industry standards, we cannot
assure you that the estimated costs are accurate, that development will occur as
scheduled or that the actual results will be as estimated.

  In addition, you should not construe PV-10 value as the current market value
of the estimated oil and natural gas reserves attributable to our properties. We
have based the estimated discounted future net cash flows from proved reserves
on prices and costs as of the date of the estimate, in accordance with
applicable regulations, whereas actual future prices and costs may be materially
higher or lower. Many factors will affect actual future net cash flow,
including:

 .  prices for oil and natural gas;

 .  the amount and timing of actual production;

 .  supply and demand for oil and natural gas;

 .  curtailments or increases in consumption by oil and natural gas purchasers;
   and

 .  changes in governmental regulations or taxation.

  The timing of the production of oil and natural gas properties and of the
related expenses affect the timing of actual future net cash flow from proved
reserves and, thus, their actual PV-10 value. In addition, the 10% discount
factor, which we are required to calculate PV-10 value for reporting purposes,
is not necessarily the most appropriate discount factor given actual interest
rates and risks to which our business or the oil and natural gas industry in
general are subject.

                                       5
WE CANNOT CONTROL THE ACTIVITIES ON PROPERTIES WE DO NOT OPERATE.

  Other companies operate some of the properties in which we have an interest.
As a result, we have a limited ability to exercise influence over operations for
these properties or their associated costs. The success and timing of our
drilling and development activities on properties operated by others therefore
depend upon a number of factors outside of our control, including:

 .  timing and amount of capital expenditures;

 .  the operator's expertise and financial resources;

 .  approval of other participants in drilling wells; and

 .  use of technology.

A SMALL NUMBER OF EXISTING STOCKHOLDERS OWN A LARGE PERCENTAGE OF OUR STOCK,
WHICH COULD LIMIT YOUR ABILITY TO INFLUENCE THE OUTCOME OF STOCKHOLDER VOTES.

  W/E Energy Company L.L.C. ("W/E LLC"), an affiliate of EnCap Investments
L.L.C. ("EnCap") and Floyd C. Wilson, our Chairman and Chief Executive Officer,
Kaiser-Francis Oil Company, and EnCap and its affiliates collectively owned
approximately 29.31% of our outstanding common stock as of October 15, 2001, and
would own approximately 37.65% of our then outstanding common stock as of
October 15, 2001, if all convertible subordinated notes and related warrants
owned by them are converted and exercised. As a result of their significant
stock ownership, these entities will have a significant voice in the outcome of
stockholder votes, including votes concerning the election of directors, the
adoption or amendment of provisions in our certificate of incorporation or
bylaws and the approval of mergers and other significant corporate transactions.

COMPETITION IN OUR INDUSTRY IS INTENSE, AND WE ARE SMALLER AND HAVE A MORE
LIMITED OPERATING HISTORY THAN MANY OF OUR COMPETITORS.

  We compete with major integrated oil and natural gas companies and independent
oil and natural gas companies in all areas of operation. In particular, we
compete for property acquisitions and for the equipment and labor required to
operate and develop these properties. Most of our competitors have substantially
greater financial and other resources than we have. In addition, larger
competitors may be able to absorb the burden of any changes in federal, state
and local laws and regulations more easily than we can, which would adversely
affect our competitive position. These competitors may be able to pay more for
exploratory prospects and may be able to define, evaluate, bid for and purchase
a greater number of properties and prospects than we can. Our ability to explore
for oil and natural gas prospects and to acquire additional properties in the
future will depend on our ability to conduct operations, to evaluate and select
suitable properties and to consummate transactions in this highly competitive
environment. In addition, most of our competitors have operated for a much
longer time than we have and have demonstrated the ability to operate through
industry cycles.

HEDGING TRANSACTIONS MAY LIMIT OUR POTENTIAL GAINS.

  In order to manage our exposure to price risks in the marketing of our oil and
natural gas production, we have in the past and may in the future enter into oil
and natural gas price hedging arrangements with respect to a portion of our
expected production. Our hedging arrangements may include futures contracts on
the New York Mercantile Exchange. While intended to reduce the effects of
volatile oil and natural gas prices, such transactions may limit our potential
gains if oil and natural gas prices were to rise substantially over the price
established by the hedge. In addition, such transactions may expose us to the
risk of financial loss in certain circumstances, including instances in which:

 .  our production is less than expected;

                                       6
.  there is a widening of price differentials between delivery points for our
   production and the delivery point assumed in the hedge arrangement;

 .  the counterparties to our future contracts fail to perform the contracts; or

 .  a sudden, unexpected event materially impacts oil or natural gas prices.

  As of December 31, 2000 and the period ended June 30, 2001, we did not have
any open derivative instruments or hedging activities.  However, we cannot
assure that such instruments or activities will not be put into place in the
future.

THE LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OUR ABILITY TO OPERATE.

  Our management changed significantly with W/E LLC's investment in 1999. As of
1999, we had five new directors, a new chief executive officer and a number of
other new management and professional personnel. Our operations will be
dependent upon retaining this group of key management and technical personnel.
Recognizing their importance, we have entered into employment agreements with
Floyd C. Wilson and R. A. Walker.  We cannot assure you that such individuals
will remain with us for the immediate or foreseeable future. If we cannot retain
our current personnel or attract additional experienced personnel, our ability
to compete could be adversely affected.

WE ARE SUBJECT TO COMPLEX LAWS AND REGULATIONS, INCLUDING ENVIRONMENTAL
REGULATIONS, THAT CAN ADVERSELY AFFECT THE COST, MANNER OR FEASIBILITY OF DOING
BUSINESS.

  Our operations are subject to numerous laws and regulations governing the
operation and maintenance of our facilities and the discharge of materials into
the environment or otherwise relating to environmental protection. These laws
and regulations may:

 .  require that we acquire permits before commencing drilling;

 .  restrict the substances that can be released into the environment in
   connection with drilling and production activities;

 .  limit or prohibit drilling activities on protected areas such as wetlands or
   wilderness areas; or

 .  require remedial measures to mitigate pollution from former operations, such
   as plugging abandoned wells.

  Under these laws and regulations, we could be liable for personal injury and
clean-up costs and other environmental and property damages, as well as
administrative, civil and criminal penalties. We maintain limited insurance
coverage for some but not all of the environmental damages for which we could be
liable. Moreover, we do not believe that insurance coverage for the full
potential liability that could be caused by sudden and accidental environmental
damages is available at a reasonable cost. Accordingly, we may be subject to
liability or we may be required to cease production from properties in the event
of environmental damages.

  These laws and regulations have been changed frequently in the past. In
general, these changes have imposed more stringent requirements that increase
operating costs or require capital expenditures in order to remain in
compliance. It is also possible that unanticipated developments could cause us
to make environmental expenditures that are significantly different from those
we currently expect. Existing laws and regulations could be changed, and any
changes could have an adverse effect on our business.

SHARES ELIGIBLE FOR FUTURE SALE BY OUR CURRENT STOCKHOLDERS COULD ADVERSELY
AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

  Sales of a substantial number of shares of our common stock in the market may
have an adverse affect on the price of our stock. As of October 15, 2001, we had
15,903,992 shares of common stock outstanding. In addition, options and other
warrants to purchase approximately 4.7 million shares are outstanding, of which
approximately 3

                                       7
million are currently exercisable. These options and warrants are exercisable at
prices ranging from $3.00 to $30.00 per share. We also have preferred stock
outstanding which is currently convertible into approximately 882,000 additional
shares of common stock. In addition, upon demand, and assuming exercise of the
options, warrants and convertible securities, we are obligated under certain
registration rights agreements to file registration statements to register for
resale up to approximately 5.2 million shares of common stock. Sales of
substantial amounts of common stock, or a perception that such sales could
occur, and the existence of options or warrants to purchase shares of common
stock at prices that may be below the then current market price of the common
stock could adversely affect the market price of our common stock and could
impair our ability to raise capital through the sale of our equity securities.

                             AVAILABLE INFORMATION

  This prospectus constitutes a part of a registration statement on Form S-8
that we filed with the SEC under the Securities Act of 1933, as amended (the
"Securities Act"). This prospectus does not contain all the information set
forth in the registration statement. You should refer to the registration
statement and its related exhibits and schedules for further information about
our company and the shares offered in this prospectus. Statements contained in
this prospectus concerning the provisions of any document are not necessarily
complete and, in each instance, reference is made to the copy of that document
filed as an exhibit to the registration statement or otherwise filed with the
SEC, and each such statement is qualified by this reference. The registration
statement and its exhibits and schedules are on file at the offices of the SEC
and may be inspected without charge.

  We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file, including
the registration statement, at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at l-800-SEC-0330 for
further information on the operation of the Public Reference Room. Our public
filings are also available from commercial document retrieval services and at
the Internet World Wide Web site maintained by the SEC (http://www.sec.gov).
Our Internet World Wide Web site is located at www.3tecenergy.com.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

  SEC rules allow us to include some of the information required to be in the
registration statement by incorporating that information by reference to other
documents we file with the SEC. That means we can disclose important information
to you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the following documents:

 .  Annual Report on Form 10-KSB for the year ended December 31, 2000, filed with
   the SEC on April 2, 2001;

 .  Current Report on Form 8-K, filed with the SEC on January 8, 2001;

 .  Current Report on Form 8-K, filed with the SEC on February 13, 2001;

 .  Current Report on Form 8-K/A, filed with the SEC on April 16, 2001;

 .  Current Report on Form 8-K, filed with the SEC on September 24, 2001;

 .  Definitive Proxy Statement on Schedule 14A for the Annual Meeting of the
   Stockholders held on May 15, 2001, filed with the SEC on April 25, 2001;

 .  Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001, filed
   with the SEC on May 14, 2001;

 .  Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001, filed
   with the SEC on August 8, 2001;

                                       8
.  The description of our capital stock contained in our registration statement
   on Form 10-SB, filed on April 30, 1993, including any amendment or report
   filed for the purpose of updating the description, and also as described by
   the Description of Capital Stock section contained in our registration
   statement on Form S-2, as filed with the SEC on April 28, 2000 (File No. 333-
   35914); and

 .  All reports and other documents filed by us pursuant to Sections 13(a),
   13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (File No. 1-14745),
   as amended, subsequent to the date of this Prospectus and prior to the
   termination of this offering.

  We will provide to each person to whom a copy of this prospectus has been
delivered, upon request, at no cost, a copy of the foregoing documents. Written
or telephone requests for such copies should be directed to Stephen W. Herod,
Executive Vice President-Corporate Development, 3TEC Energy Corporation, 700
Milam Street, Suite 1100,  Houston, Texas 77002, telephone (713) 821-7100.

  You should rely only on the information incorporated by reference or contained
in this prospectus. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. The selling stockholders are not making
an offer to sell these securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this
prospectus is accurate as of the date on the front cover of this prospectus
only. Our business, financial condition, results of operations and prospects may
have changed since that date.

                               ABOUT THE COMPANY

  We are engaged in the acquisition, development, production and exploration of
oil and natural gas reserves. Our properties are concentrated in East Texas and
the Gulf Coast region, both onshore and in the shallow waters of the Gulf of
Mexico. We also own significant properties in the Permian and San Juan basins
and in the Mid-Continent region. Our management and technical staff have
substantial experience in each of these areas. As of December 31,  2000, on a
pro forma basis including our acquisition after December 31, 2000 of Classic
Resources Inc.  ("Classic"), we had estimated total net proved reserves of 354
Bcfe, of which approximately 81% were natural gas and approximately 74% were
classified as proved developed, with an estimated PV-10 value at that date of
$1.23 billion.

  In August 1999, we underwent a change of control in a transaction in which W/E
LLC invested $21.4 million in cash and oil and natural gas properties in
exchange for common stock, warrants and subordinated notes that, at that time,
represented approximately 36% of our then outstanding common stock.

  Since our formation in 1992, we have grown principally through several
acquisitions of proved properties in the Gulf Coast and Mid-Continent regions.
Acquisitions made in 1997 and 1998 significantly increased our reserves and
production but were primarily nonoperated properties with high per Mcfe lease
operating costs.  Following the change in control discussed above, during the
fourth quarter of 1999 and the first half of 2000, we closed several
transactions that changed our senior management team, capital structure and our
property base. In addition, we added several experienced professionals to our
technical staff. Because of these recent transactions, our historical results of
operations and cash flows will differ materially from, and will not be
representative of, our future results.

RECENT DEVELOPMENTS

 .  Acquisition of Control by W/E Energy Company L.L.C. In August 1999, W/E LLC,
   which is owned by affiliates of EnCap and Floyd C. Wilson, purchased a
   controlling interest in us for approximately $20.5 million in cash and
   $875,000 in producing properties. As of October 15, 2001, W/E LLC owned
   approximately 13.76% of our outstanding common stock, or approximately 18.26%
   assuming the exercise and conversion of all securities purchased by them in
   August 1999. Concurrently with the investment by W/E LLC, Mr. Wilson was
   named our Chairman and Chief Executive Officer.

                                       9
.  Acquisition of Floyd Oil Properties. In November 1999, we completed the
   acquisition of properties and interests managed by Floyd Oil Company (the
   "Floyd Oil Properties") for $90.2 million, consisting of $86.8 million in
   cash and 503,426 shares of our common stock. The majority of these properties
   are located in Texas and Louisiana and, as of December 31, 1999, had
   estimated proved reserves of 165.5 Bcfe with an associated PV-10 value at
   that time of $146.1 million. Additionally, 76% of the acquired reserves are
   natural gas and 77% are classified as proved developed. We operate
   approximately 53% of these properties on a PV-10 value basis. Floyd Oil
   Company is not affiliated with Floyd C. Wilson.

 .  Credit Facility. Concurrently with our acquisition of the Floyd Oil
   Properties, we entered into a new $250 million credit facility (the
   "Facility") with Bank One, NA, as administrative agent and four other banks.
   Our borrowing base, which is redetermined semi-annually, was initially set at
   $95.0 million. In connection with the acquisition of the CWR Properties we
   amended and restated our credit facility to: (1) extend the maturity date of
   the Facility to May 31, 2003, (2) add an additional bank, and (3) increase
   the borrowing base to $125 million. On March 12, 2001, the Company's
   borrowing base was redetermined and set at $175 million. In addition, two new
   banks were added to the bank group. As of June 30, 2001, our borrowings under
   this facility were $89 million. After the most recent redetermination of the
   credit facility in July 2001, our lenders reduced the borrowing base
   available under the credit facility to $155 million due to the divestment of
   certain non-strategic assets by the Company as described below.

 .  Acquisition of Magellan. On February 3, 2000, we completed the acquisition of
   Magellan Exploration LLC ("Magellan") from certain affiliates of EnCap and
   other third parties for consideration of $18.7 million consisting of (a)
   1,085,934 shares of common stock, (b) four year warrants to purchase up to
   333,333 shares of common stock at $30.00 per share, (c) 617,009 shares of 5%
   Series D Convertible Preferred Stock with a redemption value of $24.00 per
   share and each convertible into one share of common stock and (d) the
   assignment of a performance based "back-in" working interest of 5% of
   Magellan's interest in 12 exploration prospects. The acquired properties are
   located both onshore and in the shallow waters of south Louisiana and consist
   of 20,243 gross (11,244 net) acres in three prospective areas. As of December
   31, 1999, Ryder Scott Company estimated that the net proved reserves of these
   properties were 25.3 Bcfe with an associated PV-10 value at that date of
   $39.8 million. These proved reserves are approximately 67% natural gas and
   69% are classified as proved undeveloped. In addition to the proved reserves,
   the Magellan properties contain several exploratory drilling locations that
   have been identified using 3-D seismic data. In April 2000, we purchased
   additional interests in certain of these properties from an unrelated party,
   bringing our total net purchase price for the Magellan properties to
   approximately $21 million.

 .  Acquisition of CWR Properties. On May 31, 2000, we acquired properties
   operated by C.W. Resources, Inc. (the "CWR Properties") for cash
   consideration of approximately $52 million. The purchase of the CWR
   Properties was financed under our existing credit facility, which we amended
   prior to closing this acquisition. The CWR Properties are located in Upshur
   and Gregg Counties, Texas, in strategic proximity to our core East Texas
   properties. The CWR Properties encompass approximately 38,000 gross acres
   (10,100 net acres). As of December 31, 1999, Ryder Scott Company estimated
   that the net proved reserves of the CWR Properties were 67.8 Bcfe with an
   associated PV-10 value at that date of $58.3 million. The CWR Properties
   produce from the Cotton Valley formation and the reserves are approximately
   92% natural gas and 51% are classified as proved developed.

 .  Completion of Public Offering. On June 30, 2000, the Company completed a
   public offering of 7 million shares of the Company's common stock (priced at
   $9.00 per share), plus an additional 1.05 million shares subject to an option
   granted to the underwriters to cover overallotments. The net proceeds,
   approximately $66.6 million, were used primarily to repay a portion of the
   outstanding debt under the Facility.

 .  Acquisition of HGW Properties. In November 2000, 3TEC acquired additional
   interests in the White Oak and Glenwood fields located in Upshur and Gregg
   Counties, Texas from H.G. Westerman and other third parties (the "HGW
   Properties"). Total cash consideration paid was $8.9 million, which we
   financed under our existing Facility. As of September 1, 2000, 3TEC estimated
   that the net proved reserves of the HGW Properties were 11.2 Bcfe with
   estimated net daily production of 1.8 Mmcfe.

                                       10
.  Acquisition of Classic Properties. On January 30, 2001, the Company acquired
   100% of the issued and outstanding stock of Classic Resources Inc.
   ("Classic") for cash consideration of approximately $53.5 million (the
   "Classic Acquisition") plus other acquisition costs. The purchase price is
   subject to certain post-closing adjustments customary in transactions of this
   type. Classic is a privately-held exploration and production company with
   properties located in East Texas. The Company estimates these properties to
   have unaudited total net proved reserves of 47 Bcfe and net daily production
   of approximately 11 Mmcfe, as of January 31, 2001. The Classic Acquisition
   was financed under the Company's existing Facility.

 .  Property Divestments. During the second quarter of 2001, the Company sold
   non-strategic properties for net cash proceeds of approximately $11.7
   million, resulting in a gain of $6.7 million. The Company will attempt to
   acquire replacement properties in order to defer the tax gain on the sales of
   these properties in accordance with the Like-Kind Exchange regulations of the
   Internal Revenue Service. At October 12, 2001 the Company had $18.3 million
   in like-kind escrow accounts pending the identification and acquisition of
   the replacement properties. If the Company is not successful in acquiring
   replacement properties, the funds in escrow will be used to reduce borrowings
   under the Company's Facility. During July 2001, the Company divested
   additional non-strategic assets for net cash proceeds of approximately $25.7
   million, resulting in an approximate gain of $9.1 million. The Company will
   attempt to acquire replacement properties in order to defer the tax gain on
   the sales of these properties in accordance with the Like-Kind Exchange
   regulations of the Internal Revenue Service. During July 2001, and in
   conjunction with the property divestments described in this paragraph, the
   Company's borrowing base under its credit facility was reduced to $155
   million.

OUR STRATEGY

  Our business strategy is focused on the following:

 .  Pursuit of Strategic Acquisitions. We continually review opportunities to
   acquire producing properties, leasehold acreage and drilling prospects. We
   seek to acquire operational control of properties that we believe have
   significant exploitation and exploration potential. We are especially focused
   on increasing our holdings in fields and basins in which we already own an
   interest.

 .  Further Development of Existing Properties. We intend to further develop our
   properties that have proved reserves. We seek to add proved reserves and
   increase production through the use of advanced technologies, including
   detailed technical analysis of our properties, and by drilling in-fill
   locations and selectively recompleting existing wells. We also plan to drill
   step-out wells to expand known field limits. We intend to enhance the
   efficiency and quality control of these activities by operating the majority
   of our properties.

 .  Growth Through Exploration. We conduct an active technology-driven
   exploration program that is designed to complement our property acquisition
   and development drilling efforts with moderate to high risk exploration
   projects that have greater reserve potential. We generate exploration
   prospects through the analysis of geological and geophysical data and the
   interpretation of 3-D seismic data. We intend to manage our exploration
   expenditures through the optimal scheduling of our drilling program and by
   selectively reducing our participation in certain exploratory prospects
   through sales of interests to industry partners.

 .  Rationalization of Property Portfolio. We intend to actively pursue
   opportunities to reduce and control operating costs of our existing
   properties and properties we may acquire in the future through the
   consolidation of overlapping operations, the sale of marginal properties and
   by increasing the number of fields we operate as a percentage of our total
   properties.

 .  Maintenance of Financial Flexibility. We intend to maintain a substantial
   unused borrowing capacity under our Facility by periodically refinancing our
   bank debt in the capital markets when conditions are favorable. We believe
   our expanded base of internally generated cash flow and other financial
   resources, including our existing financial partners, provide us with the
   financial flexibility to pursue additional acquisitions of producing
   properties and leasehold acreage and to develop our project inventory in an
   optimal fashion.

                                       11
OUR EXECUTIVE OFFICES

  Our principal executive offices are located at 700 Milam Street, Suite 1100,
in Houston, Texas 77002, and our telephone number is (713) 821-7100.  Our
website is www.3tecenergy.com.

                           FORWARD-LOOKING STATEMENTS

  This prospectus and the information incorporated by reference contain
statements that constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
statements appear in a number of places and include statements regarding our
plans, beliefs, intentions or current expectations, including those plans,
beliefs, intentions and expectations of our officers and directors with respect
to, among other things:

 .  budgeted capital expenditures;

 .  increases in oil and natural gas production;

 .  our outlook on oil and natural gas prices;

 .  estimates of our oil and natural gas reserves;

 .  our future financial condition or results of operations; and

 .  our business strategy and other plans and objectives for future operations.

  More specifically, some of the statements contained in this prospectus under
"Risk Factors" that relate to our business and the industry in which we operate
are forward-looking. Statements or assumptions related to or underlying these
forward-looking statements include, without limitation, statements regarding:

 .  the quality or value of our properties with regard to, among other things,
   the existence of reserves in economical quantities;

 .  our ability to increase our reserves through exploration and development
   activities;

 .  the number of locations to be drilled and the time frame within which they
   will be drilled;

 .  future prices of oil and natural gas;

 .  anticipated domestic demand for oil and natural gas; and

 .  the adequacy of our capital resources and liquidity.

  Actual results may differ materially from those suggested by the forward-
looking statements for various reasons, including those discussed under "Risk
Factors."

                                USE OF PROCEEDS

     We will not receive any proceeds from the sale of our common stock by the
selling stockholders under this reoffer prospectus. See "Selling Stockholders"
and "Plan of Distribution" below.

                                       12
SELLING STOCKHOLDERS

     The following table sets forth certain information concerning each of the
selling stockholders. Assuming that the selling stockholders offer all of their
shares of our common stock being registered hereunder, the selling stockholders
will not have any beneficial ownership except as otherwise provided in the
table. The shares are being registered to permit the selling stockholders to
offer the shares for resale from time to time. The selling stockholders named
below may resell all, a portion, or none of such shares.  There is no assurance
that any of the selling stockholders will sell any or all of the common stock
that is being registered under this reoffer prospectus.  See "Plan of
Distribution."

     Participants under the Plans who are deemed to be "affiliates" of the
Company who acquire common stock under the Plans may be added to the selling
stockholders listed below from time to time by use of a reoffer prospectus
supplement filed pursuant to Rule 424(b) under the Securities Act.
COMMON
                                                                         SHARES
                                                                      BENEFICIALLY
                                                                          OWNED          COMMON SHARES         COMMON SHARES
                                          POSITION OR                 PRIOR TO THE    REGISTERED BY THIS    BENEFICIALLY OWNED
NAME OF SELLING STOCKHOLDER                 OFFICE                    OFFERING (1)       PROSPECTUS (2)     AFTER THE SALE (3)
----------------------------              -----------                 ------------    ------------------    -------------------
Gary R. Christopher..................   Director                            4,999             35,000                  4,999
Larry L. Helm                           Director                                0             35,000                      0
R.A. Walker..........................   President; Chief Financial        600,000            300,000                600,000
                                        Officer; Director
                 Total...............                                     604,999            370,000                604,999
--------------------
(1)  The information set forth in this column does not include any vested or
     unvested stock options granted to the named individual under the Plans.
(2)  Includes all shares which the named individual has the right to acquire
     under all vested and unvested stock options granted to such individual
     under the Plans prior to the date of this reoffer prospectus.
(3)  The information set forth in this column assumes the selling stockholders
     will sell all of the shares being offered hereby.  None of the selling
     stockholders owned prior to this offering, or will own following the
     completion of this offering, more than 1% of our outstanding common stock.

                              PLAN OF DISTRIBUTION

     Each selling stockholder will act independently of us in making decisions
with respect to the timing, manner and size of each sale and will pay or assume
brokerage commissions or other charges and expenses incurred in the sale of the
shares.  Such sales may be made on one or more exchanges or in the over-the-
counter market or otherwise, at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions.  The
selling stockholders, for their own accounts, may effect such transactions by
selling the shares to or through broker-dealers. The shares may be sold by one
or more of the following: (a) a block trade in which the broker dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this prospectus; (c) an exchange distribution in accordance with the
rules of such exchange; (d) ordinary brokerage transactions and transactions in
which the broker solicits purchasers and (e) in privately negotiated
transactions.

     Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders and/or the
purchasers of the shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions) in amounts to be
negotiated in connection with the sale.  Such broker-dealers or agents and any
other participating broker-dealers or the selling stockholders may be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act in
connection with such sales and any such commission, discount or concession may
be deemed to be underwriting discounts or commissions under the Securities Act.
In addition, any

                                       13
securities covered by this prospectus which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this prospectus.

     In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers.

     Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to the common stock of the Company for a
period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each selling stockholder will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of shares of  our common
stock by the selling stockholders.  We will make copies of this prospectus
available to the selling stockholders and have informed them of the need for
delivery of copies of this prospectus to purchasers at or prior to the time of
any sale of the shares offered hereby. We assume no obligation to so deliver
copies of this prospectus or any related prospectus supplement.

                                 LEGAL MATTERS

  No legal counsel is issuing a legal opinion in connection with the
registration of these securities.

                                    EXPERTS

  The consolidated financial statements of 3TEC and its subsidiaries
as of December 31, 2000 and 1999, and for each of the years then ended, have
been incorporated by reference herein and in the registration statement in
reliance upon the report of KPMG LLP, independent accountants, also incorporated
by reference herein, and upon authority of said firm as experts in accounting
and auditing. To the extent that KPMG LLP audits and reports on the financial
statements of 3TEC and its subsidiaries issued at future dates, and KPMG LLP
consents to the use of their report thereon, such financial statements also will
be incorporated by reference in the registration statement in reliance upon
their report and said authority.

  Some of the information incorporated by reference in this registration
statement regarding estimates of the estimated quantities of reserves of the
underlying properties we own, the future net revenues from those reserves and
their present value is based on estimates of the reserves and present values
prepared by or derived from estimates prepared by Ryder Scott Company,
independent petroleum engineers.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

   Certain legal matters in connection with the common stock offered hereby are
being passed upon for us by Hinkle Elkouri Law Firm L.L.C. Wichita, Kansas.
David S. Elkouri, a member of the Hinkle Elkouri Law Firm L.L.C., is also the
Secretary of the Company.

                   INDEMNIFICATION OF OFFICERS AND DIRECTORS

   Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation in a derivative action), if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action, had
no reasonable cause to believe their conduct was unlawful.  A similar standard
is applicable in the case of derivative actions, and the statute requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.  The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.

                                       14
Article EIGHTH of the Company's Certificate of Incorporation provides for
indemnification of the Company's directors, officers, employees or agents to the
fullest extent permitted under the Delaware General Corporation Law.

   Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.

   Article NINTH of the Company's Certificate of Incorporation provides for the
limitation or elimination of personal liability of its directors to the Company
or its stockholders for monetary damages for breach of duty as a director to the
fullest extent permitted by the Delaware General Corporation Law.

   These provisions in our certificate of incorporation may reduce the
likelihood of derivative litigation against our officers and directors and may
discourage or deter our stockholders or management from bringing a lawsuit
against our officers and directors for breach of their duty of care, even though
the action, if successful, might otherwise have benefited us and our
stockholders.

   These provisions in our Certificate of Incorporation do not alter the
liability of our officers and directors under federal securities laws and do not
affect the right to sue under federal securities laws for violations thereof.

   Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the SEC 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 us of expenses incurred or paid by one of our directors, officers or
controlling persons 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, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act, and will be governed
by the final adjudication of such issue.

                                       15
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following documents filed by the Company with the SEC are incorporated by
reference in this Registration Statement:

 .  Annual Report on Form 10-KSB for the year ended December 31, 2000, filed with
   the SEC on April 2, 2001;

 .  Current Report on Form 8-K, filed with the SEC on January 8, 2001;

 .  Current Report on Form 8-K, filed with the SEC on February 13, 2001;

 .  Current Report on Form 8-K/A, filed with the SEC on April 16, 2001;

 .  Current Report on Form 8-K, filed with the SEC on September 24, 2001;

 .  Definitive Proxy Statement on Schedule 14A for the Annual Meeting of the
   Stockholders held on May 15, 2001, filed with the SEC on April 25, 2001;

 .  Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001, filed
   with the SEC on May 14, 2001;

 .  Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001, filed
   with the SEC on August 8, 2001;

 .  The description of our capital stock contained in our registration statement
   on Form 10-SB, filed on April 30, 1993, including any amendment or report
   filed for the purpose of updating the description, and also as described by
   the Description of Capital Stock section contained in our registration
   statement on Form S-2, as filed with the SEC on April 28, 2000 (File No. 333-
   35914); and

All reports and other documents subsequently filed with the SEC by us pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(File No. 1-14745), as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained in this
Registration Statement or in a document incorporated or deemed incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

                                       16
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain legal matters in connection with the common stock offered hereby
are being passed upon for us by Hinkle Elkouri Law Firm L.L.C. Wichita, Kansas.
David S. Elkouri, a member of the Hinkle Elkouri Law Firm L.L.C., is also the
Secretary of the Company.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation in a derivative action), if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action, had
no reasonable cause to believe their conduct was unlawful.  A similar standard
is applicable in the case of derivative actions, and the statute requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.  The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.

     Article EIGHTH of the Company's Certificate of Incorporation provides for
indemnification of the Company's directors, officers, employees or agents to the
fullest extent permitted under the Delaware General Corporation Law.

     Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.

     Article NINTH of the Company's Certificate of Incorporation provides for
the limitation or elimination of personal liability of its directors to the
Company or its stockholders for monetary damages for breach of duty as a
director to the fullest extent permitted by the Delaware General Corporation
Law.

     These provisions in our certificate of incorporation may reduce the
likelihood of derivative litigation against our officers and directors and may
discourage or deter our stockholders or management from bringing a lawsuit
against our officers and directors for breach of their duty of care, even though
the action, if successful, might otherwise have benefited us and our
stockholders.

     These provisions in our Certificate of Incorporation do not alter the
liability of our officers and directors under federal securities laws and do not
affect the right to sue under federal securities laws for violations thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the SEC 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 us of expenses incurred or paid by one of our directors, officers or
controlling persons in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities

                                       17
being registered, we will, unless in the opinion of our counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by us is against public
policy as expressed in the Securities Act, and will be governed by the final
adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     The Registrant granted options totaling 370,000 shares of common stock to
the Selling Stockholders pursuant to the 3TEC Energy Corporation 2001 Stock
Option Plan and the 3TEC Energy Corporation 2000 Non-Employee Directors' Stock
Option Plan.  These issuances were exempt from registration under Section 4(2)
of the Securities Act.

ITEM 8.  EXHIBITS.

Exhibits:  The following documents are filed as exhibits to this report:

     4.1   Certificate of Incorporation of 3TEC Energy Corporation (Incorporated
           by reference to Exhibit 3.1 of Form 8-K/A filed December 16, 1999)

     4.2   Certificate of Amendment to the Certificate of Incorporation of 3TEC
           Energy Corporation (Incorporated by reference to Form 3.3 10-KSB
           filed March 30, 2000)

     4.3   Certificate of Amendment to the Certificate of Incorporation of 3TEC
           Energy Corporation (Incorporated by reference to Form 3.5 10-QSB
           filed August 8, 2001)

     4.4   Bylaws of the Company (Incorporated by reference to Exhibit C of the
           Company's definitive proxy statement filed October 25, 1999)

     4.5   Amendment No. 1 to Bylaws of the Company**

     4.6   Amendment No. 2 to Bylaws of the Company (Incorporated by reference
           to Form 3.6 10-QSB filed August 8, 2001)

     5.1   Opinion of Hinkle Elkouri Law Firm L.L.C.**

    23.1   Consent of KPMG LLP, independent certified public accountants**

    23.2   Consent of Ryder Scott Company, independent petroleum engineers**

    24.1   Powers of Attorney (included on signature page hereto)

    99.1   3TEC Energy Corporation 2001 Stock Option Plan**

    99.2   3TEC Energy Corporation 2000 Non-Employee Directors' Stock Option
           Plan**
-----------
** Filed herewith.

                                       18
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:

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

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent post-
     effect amendment thereof) which, individually or together, represent a
     fundamental change in the information set forth in the registration
     statement. Notwithstanding the foregoing, any increase or decrease in
     volume of securities offered (if the total dollar value of securities
     offered would not exceed that which was registered) and any deviation from
     the low or high end of the estimated maximum offering range may be
     reflected in the form of prospectus filed with the SEC pursuant to Rule
     424(b) if, in the aggregate, the changes in volume and price represent no
     more than a 20% change in the maximum aggregate offering price set forth in
     the "Calculation of Registration Fee" table in the effective registration
     statement; and

          (iii)  To include any additional or changed material information with
     respect to the plan of distribution.

     (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.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act, 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 26 day of October,
2001.

                               3TEC ENERGY CORPORATION

                               By: /s/ Floyd C. Wilson
                                  ----------------------------
                                  Floyd C. Wilson,
                                  Chairman of the Board and
                                  Chief Executive Officer

                                       19
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Floyd C. Wilson  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, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
SEC, 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 dates indicated.

         Signature                      Title                        Date
         ---------                      -----                        ----

   /s/ Floyd C. Wilson          Chairman of the Board and     October 26, 2001
---------------------------     Chief Executive Officer
      Floyd C. Wilson

   /s/ R. A. Walker             President, Chief Financial    October 26, 2001
---------------------------     Officer and Director
      R. A. Walker

 /s/ Stephen W. Herod           Executive Vice President -    October 26, 2001
---------------------------     Corporate Development
    Stephen W. Herod            and Director

 /s/  Shane M. Bayless          Vice President, Controller    October 26, 2001
---------------------------     and Treasurer
     Shane M. Bayless

 /s/  David B. Miller           Director                      October 26, 2001
---------------------------
     David B. Miller

 /s/  D. Martin Phillips        Director                      October 26, 2001
---------------------------
     D. Martin Phillips

 /s/  Gary R. Christopher       Director                      October 26, 2001
---------------------------
     Gary R. Christopher

 /s/  Larry L. Helm             Director                      October 26, 2001
---------------------------
      Larry L. Helm

                                       20
INDEX TO EXHIBITS

The following documents are filed as exhibits to this report:

     4.1   Certificate of Incorporation of 3TEC Energy Corporation (Incorporated
           by reference to Exhibit 3.1 of Form 8-K/A filed December 16, 1999)

     4.2   Certificate of Amendment to the Certificate of Incorporation of 3TEC
           Energy Corporation (Incorporated by reference to Form 3.3 10-KSB
           filed March 30, 2000)

     4.3   Certificate of Amendment to the Certificate of Incorporation of 3TEC
           Energy Corporation (Incorporated by reference to Form 3.5 10-QSB
           filed August 8, 2001)

     4.4   Bylaws of the Company (Incorporated by reference to Exhibit C of the
           Company's definitive proxy statement filed October 25, 1999)

     4.5   Amendment No. 1 to Bylaws of the Company**

     4.6   Amendment No. 2 to Bylaws of the Company (Incorporated by reference
           to Form 3.6 10-QSB filed August 8, 2001)

     5.1   Opinion of Hinkle Elkouri Law Firm L.L.C.**

    23.1   Consent of KPMG LLP, independent certified public accountants**

    23.2   Consent of Ryder Scott Company, independent petroleum engineers**

    24.1   Powers of Attorney (included on signature page hereto)

    99.1   3TEC Energy Corporation 2001 Stock Option Plan**

    99.2   3TEC Energy Corporation 2000 Non-Employee Directors' Stock Option
           Plan**
-------------
** Filed herewith.

                                       21