S-8

As filed with the Securities and Exchange Commission on June 10, 2004.

Registration No. 333-________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MISSION RESOURCES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	76-0437769
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1331 Lamar Street, Suite 1455
Houston, Texas 77010-3039
(Address and Zip Code of Principal Executive Offices)

MISSION RESOURCES CORPORATION
2004 INCENTIVE PLAN

(Full Title of the Plan)

Name, Address and Telephone	Copy of Communications to:
Number of Agent for Service:
Robert L. Cavnar
Chairman of the Board, President and Chief Executive Officer	Robert G. Reedy
Mission Resources Corporation	Porter & Hedges, L.L.P.
1331 Lamar Street, Suite 1455	700 Louisiana Street, 35th Floor
Houston, Texas 77010-3039	Houston, Texas 77002-2764
(713) 495-3000	(713) 226-0600

CALCULATION OF REGISTRATION FEE

						Proposed
Title of Each Class of	Amount to			Proposed Maximum Offering		Maximum Aggregate		Amount of
Securities to be Registered	be Registered (1)			Price per Share (2)		Offering Price (2)		Registration Fee
Common Stock, par value $.01 per share		2,500,000	(3)	$	5.13	$	12,825,000	$	1,625

(1)	Pursuant to Rule 416(a), also registered hereunder are an indeterminate number of shares of common stock issuable as a result of the anti-dilution provisions of the Mission Resources Corporation 2004 Incentive Plan (the “Plan”).
(2)	Pursuant to Rule 457(c), the registration fee is calculated on the basis of the average of the high and low sale prices for the common stock on The Nasdaq Stock Market on June 7, 2004, $5.13. Pursuant to Rule 457(h), the registration fee is calculated with respect to the maximum number of the registrant’s securities issuable under the Plan.
(3)	Includes one preferred stock purchase right (the “Rights”) for each share of common stock. Pursuant to Rule 457(g) of the Securities Act of 1933, as amended, no separate fee is required for the Rights.

TABLE OF CONTENTS

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
	ITEM 1. PLAN INFORMATION
	ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
	ITEM 4. DESCRIPTION OF SECURITIES
	ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
	ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
	ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
	ITEM 8. EXHIBITS
	ITEM 9. UNDERTAKINGS
SIGNATURES
INDEX TO EXHIBITS
Opinion of Porter & Hedges, L.L.P.
Consent of KPMG LLP
Consent of Netherland Sewell & Associates, Inc.
Consent of Ryder Scott Company, L.P.
Consent of T.J. Smith & Company, Inc.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

     Information required by Part I of Form S-8 to be contained in prospectuses meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended (“Securities Act”), is omitted from this registration statement (“Registration Statement”) in accordance with the Note to Part I of Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Information required by Part I of Form S-8 to be contained in prospectuses meeting the requirements of Section 10(a) of the Securities Act is omitted from this Registration Statement in accordance with the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Mission Resources Corporation, a Delaware corporation (the “Company” or the “Registrant”), with the Securities and Exchange Commission (the “Commission”) are incorporated into this Registration Statement by reference:

• Annual report on Form 10-K for the fiscal year ended December 31, 2003 (File No. 000-09498).

• Quarterly report on Form 10-Q for the quarter ended March 31, 2004 (File No. 000-09498).

• Current reports on Form 8-K filed on January 15, 2004, February 3, 2004, February 11, 2004, February 26, 2004 (two reports of the same date), March 16, 2004 (two reports of the same date), March 30, 2004, April 1, 2004, April 8, 2004, as amended by the Form 8-K/A filed on April 15, 2004, April 15, 2004, May 4, 2004, May 6, 2004, May 19, 2004, June 7, 2004 and June 10, 2004 (File No. 000-09498) (excluding any information furnished pursuant to Item 9 or Item 12 of any such current report on Form 8-K).

• The description of our common stock contained in the current report on Form 8-K filed on June 7, 2004 (File No. 000-09498).

     All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (excluding any information furnished pursuant to Item 9 or Item 12 on any current report on Form 8-K), subsequent to the filing date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered 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 such documents.

ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of Delaware (the “DGCL”), permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action.

     In an action brought to obtain a judgment in the corporation’s favor, whether by the corporation itself or derivatively by a stockholder, the corporation may only indemnify for expenses, including attorney’s fees, actually and reasonably incurred in connection with the defense or settlement of such action, and the corporation may not indemnify for amounts paid in satisfaction of a judgment or in settlement of the claim. In any such action, no indemnification may be paid in respect of any claim, issue or matter as to which such person shall have been adjudged liable to the corporation except as otherwise approved by the Delaware Court of Chancery or the court in which the claim was brought. In any other type of proceeding, the indemnification may extend to judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with such other proceeding, as well as to expenses (including attorneys’ fees).

     The statute does not permit indemnification unless the person seeking indemnification has acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of criminal actions or proceedings, the person had no reasonable cause to believe his conduct was unlawful. There are additional limitations applicable to criminal actions and to actions brought by or in the name of the corporation. The determination as to whether a person seeking indemnification has met the required standard of conduct is to be made (i) by a majority vote of a quorum of disinterested members of the board of directors, (ii) by independent legal counsel in a written opinion, if such a quorum does not exist or if the disinterested directors so direct, or (iii) by the stockholders.

     As permitted by the DGCL, our bylaws provide that we will indemnify our directors, officers, employees and agents against certain liabilities that they may incur in their capacities as directors, officers, employees and agents. Furthermore, our certificate of incorporation, indemnifies our directors, officers, employees, and agents to the maximum extent permitted by the DGCL. We have also entered into indemnification agreements with our officers and directors providing for indemnification to the maximum extent permitted under the DGCL. We have director and officer liability insurance policies that provide coverage of up to $15.0 million.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

Exhibit
No.	Description
4.1	Mission Resources Corporation 2004 Incentive Plan (incorporated herein by reference to Appendix C of the Proxy Statement on Schedule 14A filed March 30, 2004).
*5.1	Opinion of Porter & Hedges, L.L.P. with respect to the legality of the securities.
*23.1	Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
*23.2	Consent of KPMG LLP.
*23.3	Consent of Netherland Sewell & Associates, Inc.
*23.4	Consent of Ryder Scott Company, L.P.
*23.5	Consent of T.J. Smith & Company, Inc.
*24.1	Power of Attorney (included on signature page of this registration statement).

* Filed herewith.

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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 in the aggregate, 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 Commission 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.

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the Registration Statement.

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas, on this 10th day of June, 2004.

MISSION RESOURCES CORPORATION
By:	/s/ Robert L. Cavnar
	Robert L. Cavnar,
	Chairman of the Board, Chief Executive Officer, President

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Cavnar, Richard W. Piacenti and Ann Kaesermann, and each of them, either of whom may act without joinder of the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of either of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the provisions of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Robert L. Cavnar Robert L. Cavnar	Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer)	June 10, 2004
/s/ Richard W. Piacenti Richard W. Piacenti	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 10, 2004
/s/ Ann Kaesermann Ann Kaesermann	Vice President - Accounting and Investor Relations, and Chief Accounting Officer (Principal Accounting Officer)	June 10, 2004
/s/ David A.B. Brown David A.B. Brown	Director	June 10, 2004
/s/ Joseph N. Jaggers Joseph N. Jaggers	Director	June 10, 2004
/s/ Robert R. Rooney Robert R. Rooney	Director	June 10, 2004
/s/ Herbert C. Williamson Herbert C. Williamson	Director	June 10, 2004

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INDEX TO EXHIBITS

Exhibit
No.	Description
4.1	Mission Resources Corporation 2004 Incentive Plan (incorporated herein by reference to Appendix C of the Proxy Statement on Schedule 14A filed March 30, 2004).
*5.1	Opinion of Porter & Hedges, L.L.P. with respect to the legality of the securities.
*23.1	Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
*23.2	Consent of KPMG LLP.
*23.3	Consent of Netherland Sewell & Associates, Inc.
*23.4	Consent of Ryder Scott Company, L.P.
*23.5	Consent of T.J. Smith & Company, Inc.
*24.1	Power of Attorney (included on signature page of this registration statement).

* Filed herewith.

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EX-5.1

Exhibit 5.1

June 10, 2004

Mission Resources Corporation
1331 Lamar Street, Suite 1455
Houston, Texas 77010-3039

Re: Mission Resources Corporation Registration Statement on Form S-8; 2004 Incentive Plan

Gentlemen:

     We have acted as counsel to Mission Resources Corporation, a Delaware corporation (the “Company”), in connection with the preparation for filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securites Act”). The Registration Statement relates to the registration of 2,500,000 shares (the “Shares”) of the Company’s common stock, par value $.01 per share (the “Common Stock”), issuable pursuant to the Company’s 2004 Incentive Plan (the “Plan”).

     We have examined the Plan and such corporate records, documents, instruments and certificates of the Company, and have reviewed such questions of law as we have deemed necessary, relevant or appropriate to enable us to render the opinion expressed herein. In such examination, we have assumed without independent investigation the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, and the conformity of any documents submitted to us as copies to their respective originals. As to certain questions of fact material to this opinion, we have relied without independent investigation upon statements or certificates of public officials and officers of the Company.

     Based upon such examination and review, we are of the opinion that the Shares have been duly and validly authorized and will, upon issuance and delivery as contemplated by the Plan, be validly issued, fully paid and nonassessable outstanding shares of Common Stock.

     This Firm consents to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that this Firm is in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Porter & Hedges, L.L.P.

PORTER & HEDGES, L.L.P.

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Mission Resources Corporation and Subsidiaries

We consent to the use of our report dated February 27, 2004, with respect to the consolidated balance sheets of Mission Resources Corporation and subsidiaries (the “Company”) as of December 31, 2003 and 2002, and the related consolidated statements of operations, stockholders’ equity and comprehensive loss, and cash flows for each of the years in the three-year period ended December 31, 2003, incorporated herein by reference.

As discussed in note 2 to the consolidated financial statements, effective January 1, 2003, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 143, “Accounting for Asset Retirement Obligations”; effective January 1, 2002, the Company adopted the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets” and effective January 1, 2001, the Company adopted the provisions of SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities.”

/s/ KPMG LLP

Houston, Texas
June 8, 2004

EX-23.3

Exhibit 23.3

Consent of Independent Petroleum Engineers and Geologists

We hereby consent to the incorporation by reference into this registration statement on Form S-8 (the “Registration Statement”) of Mission Resources Corporation (the “Company”) of information relating to the Company’s estimated domestic proved reserves as of December 31, 2001, December 31, 2002 and December 31, 2003 set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

	Netherland, Sewell & Associates, Inc.
	By:	/s/ J. Carter Henson, Jr.
		J. Carter Henson, Jr.
		Senior Vice President
Houston, Texas
June 10, 2004

EX-23.4

Exhibit 23.4

Consent of Independent Petroleum Engineers

As independent oil and gas consultants, Ryder Scott Company, L.P. hereby consents to the incorporation by reference into this registration statement on Form S-8 (the “Registration Statement”) of Mission Resources Corporation (the “Company”) of our reserve report dated as of December 31, 2001 set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

/s/ Ryder Scott Company, L.P.

RYDER SCOTT COMPANY, L.P.

Houston, Texas
June 10, 2004

EX-23.5

Exhibit 23.5

T.J. Smith & Company, Inc.
Oil and Gas Consulting
1331 Lamar, Suite 1340
Houston, Texas 77010-3027

Tel: (713) 651-0651
Fax: (713) 655-7613

Consent of T. J. Smith & Company, Inc.

As independent oil and gas consultants, T. J. Smith & Company, Inc. hereby consents to the incorporation by reference into this registration statement on Form S-8 (the “Registration Statement”) of Mission Resources Corporation (the “Company”) of our report dated as of December 31, 2001 set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

	T. J. Smith & Company, Inc.
	By:	/s/ T. J. Smith
		T. J. Smith, P.E.
Houston, Texas
June 10, 2004