As filed with the Securities and Exchange Commission on May 8, 2001
Registration No. ___

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

Colorado 84-1515097
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1700 Broadway, Suite 1150
Denver, CO 80290
(Address of Principal Executive Offices and Zip Code)

CARBON ENERGY CORPORATION
1999 STOCK OPTION PLAN
(Full title of plan)

Patrick R. McDonald
President and Chief Executive Officer
Carbon Energy Corporation
1700 Broadway, Suite 1150
Denver, Colorado 80290
(Name and address of agent for service)

(303) 863-1555
(Telephone number, including area code, of agent for service)

Copy to: Holland & Hart LLP
Attn: Mark R. Levy
555 Seventeenth Street, Suite 3200
Denver, Colorado 80202

CALCULATION OF REGISTRATION FEE

Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered (1) per share offering price registration fee
- ------------------- -------------- ---------------- ---------------- ----------------

Common Stock 700,000 $9.650(2) $6,755,000 $1,688.75
(no par value)

(1) Plus such indeterminate number of shares as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of 1933.

(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee and based on the
average of the high and low sales prices for the Registrant's common stock
as reported on the American Stock Exchange on May 4, 2001.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This registration statement relates to the registration of 700,000
shares of Common Stock, no par value, of Carbon Energy Corporation (the
"Company") available under the 1999 Stock Option Plan (the "Plan") of the
Company. The documents containing the information required by Part I of Form
S-8 will be sent or given to participants in the Plan as specified by Rule
428(b)(1) under the Securities Act of 1933. In reliance on Rule 428, such
documents (i) are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 and (ii) taken
together with the documents incorporated by reference into this registration
statement pursuant to Item 3 of Part II of this Form, constitute a prospectus
(the "Prospectus") that meets the requirements of Section 10(a) of the
Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are hereby incorporated by reference in this
registration statement:

(1) The Company's Annual Report on Form 10-K, filed pursuant to Section 13
of the Securities Exchange Act of 1934, for the year ended December 31,
2000.

(2) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (SEC File No. 001-15639) filed
on January 25, 2000.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
registration statement, and prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares 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. Any statement contained in the Prospectus, this
registration statement or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus and this registration statement to the extent
that a statement contained in any subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of the Prospectus or this
registration statement.

Description of Securities:

The Company is authorized to issue 20,000,000 shares of the Company's
common stock, no par value, which Common Stock is listed on the American Stock
Exchange. The Company also has authorized 10,000,000 shares of preferred stock.
There are currently no outstanding shares of preferred stock. This summary of
certain provisions of the Common Stock and preferred stock of the Company does
not purport to be complete and is subject to, and qualified in its entirety by,
the provisions of the Company's Articles of Incorporation, which is incorporated
by reference as an exhibit to this registration statement, and the provisions of
applicable law.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the shareholders. Subject to
preferences that may be applicable to any then outstanding preferred stock,
holders of common stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities of the Company and the liquidation preference of any then
outstanding preferred stock. Holders of Common Stock have no preemptive rights
and no right to convert their Common Stock into any other securities. There are
no redemption or sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are, and the shares of Common Stock to be
issued upon completion of this offering will be, fully paid and nonassessable.

A quorum for purposes of a meeting of shareholders consists of a majority
of the shares entitled to vote at the meeting. After a quorum has been
established, a matter is approved by the shareholders if votes cast favoring the
matter exceed the votes cast against the matter. Directors are elected by a
plurality vote, with the nominees having the highest number of votes cast in
favor of their election being elected to the Board of Directors. As a result, a
majority of the outstanding shares has the ability to elect all of the Company's
directors.

Under Colorado law, the affirmative vote of the majority of the shares
entitled to vote is required to approve:

o A sale, lease, exchange or other disposition of all or substantially
all of the Company's property and assets, with or without the
Company's good will, other than in the usual or regular course of the
Company's business.

o A plan of merger of the Company with or into another entity, or a
share exchange for which shareholder approval is required.

o Dissolution of the Company.

PREFERRED STOCK

The Board of Directors has the authority, without further vote or action by
the shareholders to issue up to 10,000,000 shares of preferred stock in one or
more series and to fix the rights, preferences, privileges and restrictions
thereof, including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, sinking fund terms, and the number of
shares constituting any series or the designation of such series. The issuance
of preferred stock could adversely affect the voting power of holders of Common
Stock and the likelihood that such holders will receive dividend payments and
payments upon liquidation and could have the effect of delaying, deferring or
preventing a change in control of the Company. There are no shares of preferred
stock issued, and the Company has no present plans to issue any shares of
preferred stock.

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK

Under the Company's Articles of Incorporation, a substantial number of
shares of Common Stock and shares of preferred stock are available for future
issuance without stockholder approval (except that as part of the criteria for
maintaining a listing on the American Stock Exchange, the Company is required to
obtain stockholder approval of certain issuances of stock). These additional
shares may be utilized for a variety of corporate purposes, including future
public offerings to raise additional capital or to facilitate corporate
acquisitions.

One of the effects of the existence of unissued and unreserved Common Stock
and preferred stock may be to enable the Board of Directors to issue shares to
persons friendly to current management which could render more difficult or
discourage an attempt to obtain control of the Company by means of a merger,
tender offer, proxy contest or otherwise, and thereby protect the continuity of
the Company's management. Such additional shares also could be used to dilute
the stock ownership of persons seeking to obtain control of the Company.

The Board of Directors is authorized without any further action by the
shareholders, to determine the rights, preferences, privileges and restrictions
of the unissued preferred stock. The purpose of authorizing the Board of
Directors to determine such rights and preferences is to eliminate delays
associated with a stockholder vote on special issuances. The Board of Directors
may issue preferred stock with voting and conversion rights which could
adversely affect the voting power of the holders of Common Stock, and which
could, among other things, have the effect of delaying, deferring or preventing
a change in control of the Company.

The Company does not currently have any plans to issue additional shares of
common stock or preferred stock other than the shares of Common Stock which may
be issued upon the exercise of options which have been granted or which may be
granted in the future to the Company's employees.

AMERICAN STOCK EXCHANGE LISTING

The Common Stock of the Company is listed on the AMEX under the symbol CRB.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The bylaws of the Company provide that the Company will indemnify its
directors and executive officers and may indemnify other officers, employees,
and other agents of the Company to the fullest extent permitted by Colorado law.
The Company has also entered into indemnification agreements with each of its
directors and executive officers. All indemnification agreements are identical.
The agreements provide, among other things, for indemnification and advancement
of expenses to the fullest extent permitted by law in connection with any legal
proceeding in which the person was made a party because the person was a
director or executive officer of the Company, place the burden of proof on the
Company in regard to whether an individual has met the required standard of
conduct for indemnification, cover procedural matters such as the hiring of
counsel, and require the Company to pay the expenses of the director or
executive officer in enforcing any required indemnification or advancement of
expenses.

In addition, the Company's Articles of Incorporation provided that to the
fullest extent permitted by Colorado law, the Company's directors will not have
personal liability to the Company or its stockholders for monetary damages for
any breach of fiduciary duties as a director. This does not eliminate the duties
themselves, and in appropriate circumstances, equitable remedies such as
injunction or other forms of non-monetary relief remain available under Colorado
law. This provision does not eliminate the liability of a director for (1) any
breach of the director's duty of loyalty to the Company or its stockholders; (2)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) unlawful dividends, stock repurchases or
redemptions; or (4) any transaction from which the director derived an improper
personal benefit. This does not affect a director's responsibilities under other
laws such as the federal or state securities laws.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit No. Description.
- ----------- ------------

4.1 Articles of Incorporation (incorporated by reference to Exhibit 2
of the Company's registration statement on Form S-4, No.
333-89783, effective January 18, 2000).

4.2 Bylaws (incorporated by reference to Exhibit 3 of the Company's
registration statement on Form S-4, No. 333-89783, effective
January 18, 2000).

4.3 Carbon Energy Corporation's 1999 Stock Option Plan (incorporated
by reference to Exhibit 10.1 of the Company's registration
statement on Form S-4, No. 333-89783, effective January 18,
2000).

4.4 Form of Carbon Energy Corporation Incentive Stock Option
Agreement for 1999 Stock Option Plan.

4.5 Form of Carbon Energy Corporation Incentive Stock Option
Agreement for 1999 Stock Option Plan (With Authorization for
Early Exercise).

4.6 Form of Carbon Energy Corporation Nonqualified Stock Option
Agreement for 1999 Stock Option Plan.

4.7 Form of Carbon Energy Corporation Nonqualified Stock Option
Agreement for 1999 Stock Option Plan (With Authorization for
Early Exercise).

4.8 Form of Carbon Energy Corporation Early Exercise Stock Purchase
Agreement.

5.1 Opinion of Holland & Hart LLP, counsel for the Company.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Hein & Associates LLP.

23.3 Consent of Holland & Hart LLP (contained in its opinion filed as
Exhibit 5.1).

24 Powers of Attorney.

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 of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the 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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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
of 1933 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 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 Act and
will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
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 Denver, State of Colorado, on May 8, 2001.

CARBON ENERGY CORPORATION

By:/s/ Patrick R. McDonald
--------------------------------
Patrick R. McDonald, President
Chief Executive Officer

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.

Date Name and Title
- ---- --------------
May 8, 2001 Patrick R. McDonald, )
President and Director )
)
May 8, 2001 David H. Kennedy, )
Director ) By:/s/ Patrick R. McDonald
) ---------------------------
May 8, 2001 Corlandt S. Dietler, ) Patrick R. McDonald, in the
Director ) capacity indicated and as
) Attorney-In-Fact for the
May 8, 2001 Peter A. Leidel, ) named Officers and named
Director ) Directors, who constitute
) all of the Directors of the
May 8, 2001 Bryan H. Lawrence, ) Company
Director )
)
May 8, 2001 Harry A. Trueblood, Jr. )
Director )
)

EXHIBITS INDEX

Exhibit No. Description Page
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