UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 19, 2005

Harvest Natural Resources, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-10762	77-0196707
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1177 Enclave Parkway, Suite 300, Houston, Texas		77077
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 281-899-5720

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On May 19, 2005 the Board of Directors for Harvest Natural Resources, Inc. (the "Company") established compensation for each non-employee director of the Company as follows:

• an annual Board retainer of $36,000, plus travel and related expenses,
• a board meeting fee of $1,500 for each board or committee meeting attended,
• an annual committee retainer of $15,000 for serving as committee chair of the Audit committee or as committee chair of the Human Resources committee, and $10,000 for serving as committee chair of the Nominating and Corporate Governance committee, and
• a fee of $1,500 per day for attending business meetings on behalf of the Company in his capacity as a director that requires out of town travel or a substantial commitment of time.

The Company’s director compensation also includes additional compensation for the Company’s non-executive Chairman of the Board, Mr. Chesebro’, in recognition of the significant added respon sibilities and time commitments of that position. In addition to his compensation as a director, Mr. Chesebro’ receives a retainer of $120,000 a year, paid in quarterly installments.

On May 19, 2005, the Board of Directors of the Company also approved stock awards under the Company’s 2004 Long Term Incentive Plan as follows:

• a stock option award of 5,000 shares to each non-employee director,
• a restricted stock award of 3,000 shares for Messrs. Clarke, Dunn and Hardee, and
• a restricted stock award of 6,000 shares for Messrs. Chesebro’ and Murray.

The stock option awards have an exercise price equal to the fair market value of the Company’s stock on the date of grant, vest in increments of 1/3 over a three-year period and expire ten years from the grant date. The restricted stock awards are subject to a three-year restriction period and a certificate representing the shares will be delivered to the director at the end of the th ree-year period provided that the director either remains a director of the Company for such three-year period or during such period terminates service for good reason and has not resigned or been removed for cause.

On May 19, 2005, the Board of Directors amended the Harvest Natural Resources, Inc. Deferred Compensation Plan for the Board of Directors (the "Plan") effective May 31, 2005 to (1) prohibit additional individuals from becoming participants in the Plan, (2) to cease all benefit accruals under the Plan and (3) to terminate the Plan and distribute all accrued and vested amounts payable to the participants under the Plan on or about December 2, 2005, but in no case later than December 31, 2005. As a result of the amendments to the Plan, none of the compensation described for future periods above may be deferred under the Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Harvest Natural Resources, Inc.
May 25, 2005	By:	Kerry R. Brittain
		Name: Kerry R. Brittain
		Title: Senior Vice President and General Counsel