Exhibit 10 (o)

                         MAGELLAN PETROLEUM CORPORATION
                             1989 STOCK OPTION PLAN

         1. Purpose of Plan. The purpose of this stock option plan (the "Plan")
is to further the success of Magellan Petroleum Corporation, a Delaware
corporation, (the "Company"), and its subsidiaries or affiliates, by making
available stock of the Company for purchase by eligible directors, officers and
key employees of and consultants to the Company and its subsidiaries or
affiliates, and thus to provide an additional incentive to such persons to
continue their affiliation with the Company and its subsidiaries or affiliates
and to give them a greater interest as stockholders in the success of the
Company.

         2. Stock Subject to Plan. There shall be reserved for issuance or
transfer upon the exercise of options to be granted from time to time under the
Plan an aggregate of 1,000,000 shares of the Company's common stock, one cent
par value (the "Stock"), which shares, as the Board of Directors shall from time
to time determine, may be in whole or in part authorized and unissued shares of
stock or issued shares of stock which shall have been reacquired by the Company.
If any option granted under the Plan shall expire, be surrendered to the Company
or terminate for any reason without having been exercised in full, the
unpurchased shares subject thereto shall again be available for the purposes of
the Plan.

         3. Administration.  The Plan shall be administered by a committee (the
"Committee") of not less than two (2) members of the Board of Directors of the
Company,  appointed by the Board.  Vacancies  occurring in membership of the
Committee shall be filled by the Board.

                  The Committee shall keep minutes of its meetings. One or more
members of the Committee may participate in a meeting of the Committee by means
of conference telephone or similar communications equipment provided all persons
participating in the meeting can hear one another. A majority of the entire
Committee shall constitute a quorum, and the acts of a majority of the members
present at or so participating in any meeting at which a quorum is constituted
shall be the acts of the Committee.

                  The Committee may act without meeting by unanimous written
consent. Absent some other provision by the Board, the power and
responsibilities of the Committee shall be vested in and assumed by the Board of
Directors of the Company acting as a committee of the whole.






                  The Committee shall have absolute authority in its discretion,
but subject to the express provisions of the Plan, to determine (i) the purchase
price of the Stock covered by each option, (ii) the person to whom options shall
be granted, (iii) the time or times at which options shall be granted, (iv) the
number of shares to be subject to each option, and (v) the time or times at
which an option can be exercised and whether in whole or installments; to
interpret the Plan; to prescribe, amend, and rescind rules and regulations
relating to the Plan; to determine the terms and provisions (and amendments
thereof) of the respective option agreements (which need not be identical),
including such terms and provisions (and amendments) as shall be required in the
judgment of the Committee to conform to any change in any law or regulation
applicable thereto; and to make any and all other determinations deemed
necessary or advisable for the administration of the Plan. The Committee's
determination on the foregoing matters shall be conclusive.

                  The Committee shall select one of its members as its chairman
and shall hold its meetings at such times and places as it may determine. The
Committee shall establish such rules and regulations for the conduct of its
business as it shall deem advisable.

         4. Eligibility. Options under the Plan may be granted only to
directors, officers, key employees of and consultants and consulting firms to
(i) the Company, (ii) subsidiary corporations of the Company from time to time
("Subsidiaries") and (iii) any business entity in which the Company shall from
time to time have a substantial interest ("Affiliate"), who, in the sole opinion
of the Committee are, from time to time, responsible for the management and/or
growth of all or part of the business of the Company. In determining the persons
to whom options shall be granted and the number of shares to be covered by each
option, the Committee may take into account the nature of the services rendered
by such persons, their present and potential contribution to the Company's
success, and such other factors as the Committee in its discretion shall deem
relevant.

         5. Option Prices. The purchase price of Stock under each option shall
be determined by the Committee but may not be less than the fair market value of
the Stock on the date of grant. The fair market value of the Stock on any given
date shall be the closing price of the Stock on the Pacific Stock Exchange (or
the principal exchange on which the Stock is traded) on such date, or, if no
sales of the Stock occurred on that day, the then most recent day on which sales
were reported.

         6. Exercise of Option. The Committee shall have authority in its
discretion to prescribe in any option agreement that the option may be exercised
in different installments during the term of the option. The purchase price of
the shares to be acquired shall be paid in full in cash upon the exercise of the
option, and the Company shall not be required to deliver certificates for such
shares until such payment has been made and such other conditions to the valid
and lawful issuance of the shares as may exist from time to time shall have been
fully satisfied. The term of each Option shall be for such period as the
Committee shall determine, but not more than ten years from the date of granting
thereof, or such shorter period as described in Paragraphs 8 and 9 hereof. As to
employees, except as provided in Paragraphs 8 and 9 hereof, an option granted to
an employee of the Company or one of its Subsidiaries or Affiliates, may not be
exercised unless the holder thereof is at the time of such exercise (and has
been since the date of grant) an employee of the Company or one of its then
Subsidiaries or a then Affiliate. The holder of an option shall not have any of
the rights of a stockholder with respect to the shares subject to option until
such shares shall be issued or transferred to him upon exercise of his option.
The exercise of any option by a United States citizen or resident may be
contingent upon receipt of a representation that at the time of such exercise it
is the optionee's present intention to acquire the shares being purchased for
investment. The certificate(s) rep- resenting shares issued upon exercise of any
option may contain a legend restricting transfer thereof.

         7.       Nontransferability of Options.  Subject to Paragraph 9 hereof,
options granted under the Plan shall be nontransferable.

         8. Termination of Employment. In the case of an option granted to any
employee of the Company or one of its Subsidiaries or Affiliates, in the event
of termination of employment, other than (a) a termination that is either (i)
for cause or (ii) voluntary on the part of the employee and without the written
consent of the Company, or (b) a termination by reason of death, the employee
may (unless otherwise provided in his option agreement) exercise his option at
any time within three months after such termination of employment, or such other
time as the Committee shall authorize, but in no event after ten years from date
of granting thereof, to the extent of the number of shares covered by his option
which were purchasable by him at the date of termination of his employment. In
the event of the termination of the employment of an employee to whom an option
has been granted under the Plan that is either (i) for cause or (ii) voluntary
on the part of the employee without the written consent of the Company, any
option granted pursuant to the Plan, to the extent not theretofore exercised,
shall forthwith terminate. Nothing in the Plan or any option agreement shall
confer on any individual any right to continue in any capacity his relationship
with the Company or any of its Subsidiaries or Affiliates or interfere in any
way with the right of the Company or any of its Subsidiaries or Affiliates to
terminate such relationship at any time.

         This Paragraph 8 is applicable only to options granted to full-time
officers and employees and is not applicable to options granted to nonemployee
directors and consultants.

         9. Death of Holder of Option. In the event of the death of any holder
of an option which has been granted under the Plan, such option (unless
previously terminated) may be exercised (to the extent exercisable by such
person at the date of his death) by a legatee or legatees of such option under
such person's will, or by such person's legal representative or distributees, at
any time within a period of one year after his death, but not after ten years
from the date of granting thereof.

         10. Adjustment Upon Changes in Capitalization. Notwithstanding any
other provisions of the Plan, each option agreement shall contain such
provisions as the Committee shall determine to be appropriate for the adjustment
of the number and class of shares subject to such option and of the option price
in the event of changes in the outstanding Stock by reasons of any stock
dividend, split-up, recapitalization, combination or exchange of shares, merger,
consolidation, acquisition of property or stock, separation, reorganization,
divisive reorganization or liquidation and the like, and, in the event of any
such change in the outstanding Stock, the aggregate number and class of shares
authorized to be issued under the Plan shall be appropriately adjusted by the
Committee, whose determination of such adjustment shall be conclusive.

         11. Tax Withholding. Any obligation of the Company to issue shares
pursuant to the grant or exercise of any stock option shall be conditioned on
the optionee having paid or made provision for payment of all applicable tax
withholding obligations, if any, satisfactory to the Committee. The Company and
its Subsidiaries and Affiliates shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
optionee.

         12. Amendment and Termination. The Board of Directors of the Company
may make such modifications or amendments to the Plan as it shall deem
advisable, or in order to conform to any change in any law or regulation
applicable thereto. Without the consent of any person to whom any option shall
theretofore have been granted, no termination, modification or amendment of the
Plan shall adversely affect any rights which may previously have been granted
under the Plan to such persons.

         13. Term of Plan. The Plan shall take effect on October 5, 1989 and
shall remain effective until termination by the Board of Directors of the
Company or until all the shares of Stock authorized to be issued pursuant to the
Plan have been issued.

         14. Existing Options of the Company. The Committee, in its sole
discretion, may grant stock options ("Substitute Options") under the Plan in
substitution for options ("Prior Options") on the Company's common stock
outstanding on the date of the effectiveness hereof as follows:

                  (a) notwithstanding the provisions of Paragraph 5 hereof, the
Substitute Option shall have a purchase price equal to the purchase price of the
Prior Option being substituted therefore; and

                  (b) the Substitute Option agreement shall be with respect to
the same number of shares of Stock and contain the same terms and conditions as
the Prior Option being substituted therefore to the extent consistent with the
terms of the Plan.