As filed with the Securities and Exchange Commission on August 8, 1995
Registration No. 33-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________

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

DELAWARE 95-2841597
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)

HARKEN ENERGY CORPORATION
5605 NORTH MACARTHUR BLVD., SUITE 400
IRVING, TEXAS 75038
(214) 753-6900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
________________________________

copy to:
BRUCE N. HUFF HAYNES AND BOONE, L.L.P.
SENIOR VICE PRESIDENT 1300 BURNETT PLAZA
AND CHIEF FINANCIAL OFFICER 801 CHERRY STREET
HARKEN ENERGY CORPORATION FORT WORTH, TEXAS 76102
5605 NORTH MACARTHUR BLVD., SUITE 400 ATTN: WILLIAM D. GREENHILL
IRVING, TEXAS 75038 (817) 347-6600
(214) 753-6900

(Name, address, including zip code, and telephone number, including area code,
of agent for service)
________________________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.

________________________________

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

==============================================================================================================================
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per aggregate offering registration fee
unit(1) price(1)
------------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $0.01 1,226,308 $1.50 $1,839,462 $634.30
per share
==============================================================================================================================

-----------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices
reported on the American Stock Exchange on August 2, 1995.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
2
CROSS REFERENCE SHEET

BETWEEN ITEMS OF FORM S-3 AND THE PROSPECTUS

Item
No. Prospectus Caption or Page
---- --------------------------

1 Forepart of the Registration Statement Facing Page; Cross-Reference Sheet;
and Outside Front Cover Page of Outside Front Cover Page of Prospectus
Prospectus

2 Inside Front and Outside Back Cover Pages Inside Front and Outside Back Cover
of Prospectus Pages of Prospectus

3 Summary Information, Risk Factors and Outside Front Cover Page of Prospectus;
Ratio of Earnings to Fixed Charges Risk Factors

4 Use of Proceeds Use of Proceeds

5 Determination of Offering Price *

6 Dilution *

7 Selling Security Holders Selling Stockholders

8 Plan of Distribution Plan of Distribution

9 Description of Securities to be *
Registered

10 Interests of Named Experts and Counsel *

11 Material Changes *

12 Incorporation of Certain Information by Inside Front Cover Page of Prospectus
Reference

13 Disclosure of Commission Position on *
Indemnification for Securities Act
Liabilities

_________________
* Not Applicable

***************************************************************************
* *
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may not *
* be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any State in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* State. *
* *
***************************************************************************

PROSPECTUS

1,226,308 Shares

HARKEN ENERGY CORPORATION

Common Stock
(par value $0.01 per share)
____________________

The 1,226,308 shares ("Shares") of common stock, par value $0.01 per
share ("Common Stock" or "Harken Common Stock"), of Harken Energy Corporation,
a Delaware corporation ("Harken"), offered hereby are being sold by the holders
thereof (the "Selling Stockholders"). See "SELLING STOCKHOLDERS." Harken will
not receive any part of the proceeds from the sale of the Shares by the Selling
Stockholders.

The Selling Stockholders may sell the Shares from time to time
directly or indirectly, through agents designated from time to time, in one or
more open market transactions, including block trades, on the American Stock
Exchange, in negotiated transactions or in a combination of any such methods of
sale or through dealers or underwriters also to be designated, on terms to be
determined at the time of sale. To the extent required, the specific Shares to
be sold, the name of the Selling Stockholders, purchase price, public offering
price, the name of any such agent, dealer or underwriter, and any applicable
commission or discount with respect to a particular offer will be set forth in
an accompanying prospectus supplement. The aggregate proceeds to the Selling
Stockholders from sales of the Shares will be the purchase price of the Shares
sold less the aggregate agents' commissions and underwriters' discounts, if
any, and other expenses of issuance and distribution. All of the registration
expenses of this offering will be paid for by Harken. Harken has agreed with
the Selling Stockholders with respect to 1,140,000 of the Shares to use its
best efforts to maintain the effectiveness of the Registration Statement of
which this Prospectus is a part for the shorter of one year from the date of
this Prospectus or the date on which all the Shares have been sold by the
Selling Stockholders. See "PLAN OF DISTRIBUTION."

The Selling Stockholders and any broker-dealers, agents or
underwriters that participate with the Selling Stockholders in the distribution
of any of the Shares may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), and any
commission received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. See "PLAN OF DISTRIBUTION" for indemnification
arrangements.
4
The Common Stock, including the Shares, is listed on the American
Stock Exchange ("AMEX"). On August 7, 1995, the closing sales price of the
Common Stock as reported on the American Stock Exchange was $1.50 per share.

PROSPECTIVE INVESTORS SHOULD CONSIDER AND REVIEW THE INFORMATION UNDER
THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 7 IN CONNECTION WITH THEIR
DECISION CONCERNING THE PURCHASE OF THE SECURITIES OFFERED HEREBY.
____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
____________________

The date of this Prospectus is August __, 1995.

2
5
AVAILABLE INFORMATION

Harken is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"), which can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549, and at the
following regional offices of the Commission: Chicago Regional Office, 500 W.
Madison Street, Suite 1400, Chicago, Illinois 60661; and New York Regional
Office, 7 World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed
rates. In addition, the Common Stock is listed on the American Stock Exchange,
and such reports, proxy statements and other information concerning Harken may
be inspected at the offices of the American Stock Exchange, 86 Trinity Place,
New York, New York 10006.

Harken has filed with the Commission a Registration Statement
("Registration Statement") under the Securities Act with respect to the
securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to Harken and such securities, reference is
made to such Registration Statement and to the exhibits thereto.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents which have been filed with the Commission are
incorporated herein by reference:

(1) Harken's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(2) Proxy Statement for the Annual Meeting of Stockholders of
Harken to be held on June 16, 1995;
(3) Description of the Harken Common Stock contained in Harken's
Registration Statements filed under Section 12 of the Exchange
Act, including Form 8-A dated March 13, 1991;
(4) Form 8-K/A of Harken dated January 3, 1995, amending the
Current Report on Form 8-K dated November 4, 1994;
(5) Harken's Current Report on Form 8-K dated April 27, 1995,
reporting the results on an exploration well in Colombia,
South America;

3
6
(6) Harken's Quarterly Report on Form 10-Q dated May 10, 1995, for
the quarter ended March 31, 1995;
(7) Harken's Current Report on Form 8-K dated May 16, 1995,
reporting the placement of its 8% Senior Convertible Notes due
May 1998;
(8) Harken's Current Report on Form 8-K dated June 2, 1995,
reporting the acquisition of Search Exploration, Inc.
("Search"); and
(9) Form 8-K/A of Harken dated August 3, 1995, amending the
Current Report on Form 8-K dated June 2, 1995.

All documents filed by Harken pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in this
Prospectus, in a supplement to this Prospectus or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed supplement to this Prospectus or
in any 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 this Prospectus.

Harken hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents unless such exhibits are specifically
incorporated by reference in such documents. Written or oral requests for such
copies should be directed to Wayne Hennecke, Harken Energy Corporation, 5605
North MacArthur Blvd., Suite 400, Irving, Texas 75038 (Telephone:
214/753-6900).

____________________

4
7
BUSINESS OF HARKEN

General

Harken is engaged in oil and gas exploration, development and
production operations both domestically and internationally through its various
wholly-owned subsidiaries and joint venture investments. Harken's domestic
operations primarily consist of the oil and gas exploration and production
operations of its wholly-owned subsidiaries, Harken Southwest Corporation
("HSW") and Search. Harken's international operations include three exclusive
Colombian Association Contracts between Harken's wholly-owned subsidiary,
Harken de Colombia, Ltd., and Empresa Colombiana de Petroleos ("Ecopetrol"),
as well as a production sharing agreement between Harken's wholly-owned
subsidiary, Harken Bahrain Oil Company, and the Bahrain National Oil Company
("Banoco"). Harken's international operations currently consist solely of
exploration activities, however, management is continuing to pursue
international opportunities in all areas of Harken's operations, including oil
and gas exploration and development. Harken considers that the opportunities
to profitably deploy Harken's expertise and assets internationally are
generally greater than those available domestically.

Harken was incorporated in 1973 in the State of California and
reincorporated in 1979 in the State of Delaware. Harken's principal offices
are located at 5605 North MacArthur Blvd., Suite 400, Irving, Texas 75038 and
its telephone number is (214) 753-6900.

Recent Developments

Colombian Activities. On December 14, 1994, Harken entered into its
third Association Contract with Ecopetrol, the national oil company of
Colombia, covering a tract of land of approximately 10,000 acres in size
referred to as the Playero Contract Area. This area is located in the Llanos
Basis of Colombia and lies adjacent to Harken's Alcaravan Contract Area. On
December 20, 1994, Harken awarded a contract to Perforaciones El Dorado, S.A.
("El Dorado") to drill the Alcaravan #1 well in the Llanos Basin of Colombia.
Harken announced on April 24, 1995, that the well failed to produce commercial
quantities of oil.

On January 19, 1995, Harken notified Ecopetrol of Harken's commitment
to drill a well on its Bocachico Association Contract Area and thereby extended
the contract into its second year. Harken has selected a well site and
currently anticipates completing this drilling effort in the fourth quarter of
1995. The Bocachico area is located in Colombia's Middle Magdalena Basin.

5
8

Bahrain Activities. In July 1995, Banoco granted an extension to
Harken's contract to explore for oil and gas in designated offshore waters of
Bahrain. Such contract would have expired on July 29, 1995. Harken retains
its exploration and production rights to approximately 500,000 acres for six
months, with an additional six months should certain conditions be met.

CHAP Interest. In October 1994, Harken purchased an approximate
additional 20% participating interest in properties which it currently
operates, through the CHAP Joint Venture ("CHAP"), in the Paradox Basin, thus
increasing its and one of its subsidiary's total combined interest in CHAP to
approximately 70%. Each CHAP co-venturer, in proportion to its respective
participating interest, pays its share of the costs and expenses and receives
its share of revenues; thus, as a result of the acquisition, Harken and its
subsidiary's proportionate share in such costs, expenses, and revenues
increased by approximately 20% with respect to CHAP. The acquisition also
included the sellers' interests in certain oil and gas leases relating to
exploration acreage and development drilling locations and increased Harken's
ownership interest in the Aneth Gas Plant, all located in the Paradox Basin.
These sellers acquired 960,000 shares of Harken Common Stock pursuant to this
transaction. On April 12, 1995, the Commission declared effective Harken's
Registration Statement on Form S-3 (File No. 33-86829) with respect to the
resale of these 960,000 shares of Harken Common Stock.

In March 1995, Harken purchased approximately 12% additional
participating interest in CHAP, thus increasing its and one of its subsidiary's
total combined interest in CHAP to approximately 82%. The acquisition also
included the Seller's interest in certain oil and gas leases relating to
exploration acreage and development drilling locations and increased Harken's
ownership interest in the Aneth Gas Plant. One of the Selling Stockholders,
Paroo (U.S.A.), Inc., acquired 534,000 shares of Harken Common Stock pursuant
to this transaction, which are a portion of the Shares being offered by this
Prospectus. (See "Selling Stockholders.")

8% Senior Convertible Notes. On May 12, 1995, Harken entered into a
Note Purchase Agreement with several European purchasers providing for the sale
by Harken of up to a $15,000,000 aggregate principal amount of its 8% Senior
Convertible Notes due May 1998 (the "Notes"). An aggregate of $15,000,000
principal amount of the Notes were issued and sold effective as of May 11,
1995. At their option, the holders of the Notes may, on or after June 21,
1995, convert the Notes into Harken Common Stock at an initial price of $1.50
per share, subject to adjustment under certain circumstances ("Conversion
Price"). Therefore, the Notes are convertible into 10,000,000 shares of Harken
Common Stock. Further, at Harken's option, from and after May 11, 1996, if for
any period of thirty (30) consecutive days the closing price of Harken Common
Stock (as quoted on the AMEX

6
9
or any subsequent exchange or market system on which Harken Common Stock is
traded) for each trading day during such period equals or exceeds $2.10 (140%
of the Conversion Price), Harken may require the holders of the Notes to
convert such Notes into 10,000,000 shares of Harken Common Stock at the
Conversion Price, subject to adjustment in certain circumstances. (See "Risk
Factors - Effect of Sales of Common Stock and Other Events on Market Price.")

RISK FACTORS

The following matters should be considered with all other information
contained and incorporated by reference in this Prospectus in evaluating an
investment in the Harken Common Stock.

Losses From Continuing Operations

Harken reported income (losses) from continuing operations for the
fiscal years ended December 31, 1992, 1993, and 1994, in the amounts of
$661,000, $(1,797,000), and $(8,211,000), respectively. While the reasons for
most of these losses, as explained below, are nonrecurring, there can be no
assurance that Harken will not continue to report losses, including future
losses from other nonrecurring items.

Harken reported a net loss from continuing operations for the year
ended December 31, 1994, of $8,211,000 primarily due to a reduction in Harken's
carrying value in its investment in E-Z Serve Series C Preferred and related
accrued dividends by approximately $5.8 million due to a permanent decline in
value as indicated by efforts of Harken management to sell the investment in
early 1995. Despite production declines on existing wells and the lack of new
production from drilling activities, Harken did increase its oil and gas
reserve and revenue base through the acquisition of approximately an additional
20% of CHAP during the last half of 1994. Total gross revenues from oil and
gas operations were $4,156,000 with a gross profit before depreciation and
amortization and general and administrative expenses of $2,621,000.

Harken reported a net loss from continuing operations for the year
ended December 31, 1993, of $1,797,000. Effective February 15, 1993, Harken
consummated a merger pursuant to which Chuska Resources Corporation ("Chuska")
became a wholly-owned subsidiary of Harken. As a result of the merger with
Chuska, Harken began reflecting oil and gas sales revenues and related
operating expenses and depreciation and amortization in 1993. Harken's
exploration and production operations generated gross revenues of $5,505,000
and gross profit before depreciation and amortization and general and
administrative expenses totaled $3,680,000 during 1993, primarily generated
from the Chuska acquisition.

7
10
Contributing to the loss from continuing operations was the expensing of a
total of $551,000 of accrued interest related to certain non-recourse notes
receivable from certain current and former employees, officers and directors.

Harken reported net income from continuing operations for the year
ended December 31, 1992, of $661,000. In December 1992, Harken entered into a
Purchase and Sale Agreement pursuant to which Harken sold its 12% general
partner's interest in its managed limited partnership, Harken Anadarko
Partners, L.P. ("HAP"), for cash of $2,650,000. The transaction resulted in
Harken recognizing a gain on the sale of $1,449,000 during December 1992. As
a result of this gain, operating profit for Harken's exploration and production
operations was $2,872,000 during 1992.

Effect of Sales of Common Stock and Other Events on Market Price

As of June 30, 1995, there were 64,436,850 shares of Harken Common
Stock outstanding. Harken, on behalf of the Selling Stockholders, is
registering for sale 1,226,308 shares of Harken Common Stock pursuant to the
Registration Statement of which this Prospectus is a part. Harken has no
knowledge of a proposed plan of distribution of the Shares other than as
described in this Prospectus. See "PLAN OF DISTRIBUTION." In addition, Harken
has previously registered with the Commission an aggregate of 2,160,000 shares
of Harken Common Stock for resale by certain selling stockholders. Pursuant to
the terms of the Merger Agreement among Harken, Search Exploration, Inc.
("Search") and a wholly-owned subsidiary of Harken (the "Search Acquisition"),
11 million shares of Harken Common Stock were authorized for issuance and
registered with the Commission. Upon the consummation of the Search
Acquisition on May 22, 1995, approximately 2.2 million shares of Harken Common
Stock were issued. Of the remaining approximately 8.8 million shares of Harken
Common Stock which may be issued in connection with the Search Acquisition, (i)
up to 722,486 shares of Harken Common Stock may be issued upon the exercise of
certain warrants issued by Harken, and (ii) the remaining shares of Harken
Common Stock ("Contingent Shares"), if any, may be issued on or about September
30, 1996, to the holders of record at the effective time of the merger of
certain Search securities issued by Search and overriding royalty interests in
certain properties held by Search, based in part upon the increase that may
subsequently be realized in the value of a group of undeveloped leases and
properties of Search. In addition, Harken's 8% Senior Convertible Notes are
presently convertible by the holders thereof into 10,000,000 shares of Harken
Common Stock (see "RECENT DEVELOPMENTS - 8% Senior Convertible Notes"). There
can be no assurance that any sales of the 1,226,308 Shares by the Selling
Stockholders pursuant to this Prospectus or the shares of Harken Common Stock
(i) presently registered for resale in the aggregate amount of 2,160,000 and
described above, (ii) which may be issued in

8
11
connection with the Search Acquisition, or (iii) which may be issued in
connection with the conversion of the Notes into Harken Common Stock (see
"Recent Developments - 8% Senior Convertible Notes") will not have a material
adverse effect on the then prevailing market price of the Harken Common Stock.
The closing price of a share of Harken Common Stock on AMEX on August 7, 1995,
was $1.50.

Preferred Stock Authorized for Issuance

Harken has available for issuance 10 million shares of preferred
stock, par value $1.00 per share. The Board of Directors is authorized to
provide for the issuance of such preferred stock in one or more series and to
set the designations, preferences, powers and relative participating, optional
or other rights and restrictions thereof. Presently, Harken has three series
of preferred stock authorized, of which only one has any shares currently
outstanding. Such shares have certain preferences over the shares of Harken
Common Stock with respect to the payment of dividends and upon liquidation,
dissolution, winding-up and in certain instances, voting. The Board of
Directors of Harken also may authorize other series of preferred stock in the
future that have similar as well as other preferences over the shares of Harken
Common Stock.

Contingent Liabilities of Harken.

Harken has certain contingent liabilities that could have a material
adverse affect on its financial condition if Harken were required to satisfy
the liabilities, including the following:

HSW owns an interest in the Aneth Gas Plant. The Aneth Gas Plant
facility was in operation for many years prior to HSW's becoming an owner. The
operations at the Aneth Gas Plant previously used open, unlined drip pits for
storage of various waste products. The plant owners have replaced all of the
open ground pits currently being used with steel tanks. The plant owners are
currently in the process of closing the open ground pits.

Texaco, the plant's operator, received a letter from the Environmental
Protection Agency ("EPA") dated July 2, 1991 and a subsequent letter dated
June 8, 1992, in which the EPA requested certain information in order to
determine if there had been at the Aneth Gas Plant the release of hazardous
substances into the environment. Texaco has advised HSW that certain
information was supplied to the EPA pursuant to this request. Subsequently,
core samples in and around certain pit areas were taken by the EPA and Texaco
jointly. The EPA has responded to the initial sampling of the drip pits, and
Texaco is now completing a Phase II

9
12
investigation to provide further test results in response to evaluation
procedures required by the EPA related to the drip pits.

The prior owner of the Aneth Gas Plant facility has agreed to accept
financial responsibility for at least some portion of this remediation work.
Texaco and the other current plant owners are presently negotiating a formal
agreement with the prior owner to allocate and provide for how such costs will
be shared by such parties. At this time, however, it is impossible for HSW to
determine or estimate the costs of the cleanup at the Aneth Gas Plant facility
or if the prior owner will indemnify the present owners, including HSW, for all
or substantially all of such costs.

Factors Related to International Operations

Harken conducts international operations presently and anticipates
that it will conduct significant international operations in the future.
Foreign properties, operations or investments may be adversely affected by
local political and economic developments, exchange controls, currency
fluctuations, royalty and tax increases, retroactive tax claims, renegotiation
of contracts with governmental entities, expropriation, import and export
regulations and other foreign laws or policies governing operations of
foreign-based companies, as well as by laws and policies of the United States
affecting foreign trade, taxation and investment. In addition, as certain of
Harken's operations are governed by foreign laws, in the event of a dispute,
Harken may be subject to the exclusive jurisdiction of foreign courts or may
not be successful in subjecting foreign persons to the jurisdiction of courts
in the United States. Harken may also be hindered or prevented from enforcing
its rights with respect to a governmental instrumentality because of the
doctrine of sovereign immunity. Exploration and production activities in areas
outside the United States are also subject to the risks inherent in foreign
operations, including loss of revenue, property and equipment as a result of
hazards such as expropriation, nationalization, war, insurrection and other
political risks.

Regarding Harken's activities in Colombia, management anticipates that
full development of reserves in the Alcaravan area of the Llanos Basin and the
Bocachico area of the Middle Magdalena Basin may take several years and may
require extensive production facilities which could require significant
additional capital expenditures. The ultimate amount of such expenditures
cannot be presently predicted. Harken anticipates that amounts required to
fund international activities, including those in Colombia, will be funded from
existing cash balances, asset sales, stock issuances, operating cash flows and
potentially from industry partners; however, there can be no assurances that
industry partners can be obtained to fund such international activities, nor
that Harken will have adequate funds available to it to fund its international
activities without participation from industry partners.

10
13
While pipelines presently connect the major producing fields in Colombia to
export facilities and various refineries, Harken anticipates that additional
pipeline capacity will likely be needed in the future. Guerilla activity in
Colombia has in the past disrupted the operation of certain oil and gas
projects. Harken does not anticipate that future guerilla activity will have a
material impact on Harken's eventual exploration and development of the
Alcaravan or Bocachico areas. However, there can be no assurance that such
activity will not occur or have such an impact.

Price Volatility

The revenues generated by Harken are highly dependent upon the prices
of crude oil and natural gas. Fluctuations in the energy market make it
difficult to estimate future prices of oil and natural gas. Fluctuations in
energy prices are caused by a number of factors, including regional, domestic
and international demand, energy legislation, federal or state taxes (if any)
on sales of crude oil and natural gas, production guidelines established by the
Organization of Petroleum Exporting Countries, and the relative abundance of
supplies of alternative fuel such as coal. Additionally, changing
international economic and political conditions may have a dramatic impact upon
crude oil and natural gas prices. Many of these factors are beyond the control
of Harken.

Business Risks

Harken must continually acquire or explore for and develop new oil and
gas reserves to replace those being depleted by production. Without successful
drilling or acquisition ventures, Harken's oil and gas assets, properties and
revenues derived therefrom will decline over time. To the extent Harken
engages in drilling activities, such activities carry the risk that no
commercially viable oil or gas production will be obtained. The cost of
drilling, completing and operating wells is often uncertain. Moreover,
drilling may be curtailed, delayed or canceled as a result of many factors,
including title problems, weather conditions, shortages of or delays in
delivery of equipment, as well as the financial instability of well operators,
major working interest owners and drilling and well servicing companies. The
availability of a ready market for Harken's oil and gas depends on numerous
factors beyond its control, including the demand for and supply of oil and gas,
the proximity of Harken's natural gas reserves to pipelines, the capacity of
such pipelines, fluctuation in seasonal demand, the effects of inclement
weather, and government regulation. New gas wells may be shut-in for lack of a
market until a gas pipeline or gathering system with available capacity is
extended into the area.

In February 1994, the Navajo Nation (the "Nation") issued a moratorium
on future oil and gas development agreements and exploration on Nation acreage
including lands situated within

11
14
the Aneth Chapter (the "Chapter") of the Navajo Reservation, which is an area
that includes some of HSW's undeveloped acreage. Although Harken understands
that the moratorium issued by the Nation has officially ended, Harken is
uncertain whether the Chapter will allow further oil and gas development
agreements and exploration of lands within this Chapter of the Navajo Nation.
If the Chapter continues to prohibit such development agreements and
exploration, Harken does not anticipate that such prohibition would have a
material adverse affect on HSW's operations.

All acreage under the 1987 Tribal Agreement which was not held by
production as of July 31, 1995, expired. Harken does not anticipte that the
loss of such undeveloped acreage will have a material adverse affect on HSW's
operations.

Operating Hazards and Uninsured Risks

The operations of Harken are subject to the inherent risks normally
associated with exploration for and production of oil and gas, including
blowouts, cratering, pollution and fires, each of which could result in damage
to or destruction of oil and gas wells or production facilities or damage to
persons and property. As is common in the oil and gas industry, Harken is not
fully insured against these risks, either because insurance is not available or
because Harken has elected to self-insure due to high premium costs. The
occurrence of a significant event not fully insured against could have a
material adverse effect on Harken's financial condition.

Environmental Regulation

The activities of Harken are subject to various Navajo, federal,
state, and local laws and regulations covering the discharge of material into
the environment or otherwise relating to protection of the environment. In
particular, Harken's oil and gas exploration, development, production, its
activities in connection with storage and transportation of liquid hydrocarbons
and its use of facilities for treating, processing, recovering, or otherwise
handling hydrocarbons and wastes therefrom are subject to stringent
environmental regulation by governmental authorities. In addition to these
domestic laws and regulations, Harken's international operations are subject to
the laws, regulations and governmental approvals of each foreign country in
which it conducts activities including, but not limited to, environmental laws
and regulations governing oil and gas operations. Such domestic and foreign
laws and regulations have increased the costs of planning, designing, drilling,
installing, operating and abandoning Harken's oil and gas wells and other
facilities. (See "Contingent Liabilities" above with respect to a certain
environmental matter.)

12
15
Imprecise Nature of Reserve Estimates

Reserve estimates are imprecise and may be expected to change as
additional information becomes available. Furthermore, estimates of oil and
gas reserves, of necessity, are projections based on engineering data, and
there are uncertainties inherent in the interpretation of such data as well as
the projection of future rates of production and the timing of development
expenditures. Reserve engineering is a subjective process of estimating
underground accumulations of oil and gas that cannot be measured in an exact
way, and the accuracy of any reserve estimate is a function of the quality of
available data and of engineering and geological interpretation and judgment.

Competitive Factors in Oil and Gas Industry

The oil and gas industry is competitive in all its phases.
Competition is particularly intense respecting the acquisition of desirable
producing properties and the sale of oil and natural gas production. Harken's
competitors in oil and gas exploration, development and production, include
major oil companies and numerous independent oil and gas companies, and
individual producers and operators. Many of Harken's competitors possess and
employ financial and personnel resources substantially greater than those which
are available to Harken, and may, therefore, be able to pay greater amounts for
desirable leases and to define, evaluate, bid for and purchase a greater number
of producing prospects than the financial or personnel resources of Harken will
permit.

Regulatory Items

The production of oil and gas is subject to extensive Navajo, federal
and state laws, rules, orders and regulations governing a wide variety of
matters, including the drilling and spacing of wells, allowable rates of
production, prevention of waste and pollution and protection of the
environment. In addition to the direct costs borne in complying with such
regulations, operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels. Although
the particular regulations applicable in each state in which operations are
conducted vary, such regulations are generally designed to ensure that oil and
gas operations are carried out in a safe and efficient manner and to ensure
that similarly-situated operators are provided with reasonable opportunities to
produce their respective fair shares of available oil and gas reserves.
However, since these regulations generally apply to all oil and gas producers,
management of Harken believes that these regulations should not put Harken at a
material disadvantage to other oil and gas producers.

13
16
Certain sales, transportation, and resales of natural gas by Harken
are subject to Navajo, federal and state laws and regulations, including, but
not limited to, The Natural Gas Act of 1938, as amended ("NGA"), the Natural
Gas Policy Act of 1978, as amended ("NGPA") and regulations promulgated by the
Federal Energy Regulatory Commission ("FERC") under the NGA, the NGPA and other
statutes. The provisions of the NGA and NGPA, as well as the regulations
thereunder, are complex, and can affect all who produce, resell, transport,
purchase or consume natural gas.

Although recent FERC transportation regulations do not directly apply
to Harken because they are not engaged in rendering jurisdictional
transportation services, these regulations do affect the operations of Harken
by virtue of the need to deliver its gas production to markets served by
interstate or intrastate pipelines. In most instances, interstate pipelines
represent the only available method of accomplishing such transportation.

In addition to these domestic laws and regulations, Harken's
international operations are subject to the laws, regulations and governmental
approvals of each foreign country in which it conducts activities including,
but not limited to, environmental laws and regulations governing oil and gas
operations.

USE OF PROCEEDS

Harken will not receive any part of the proceeds from the sale of
Shares by the Selling Stockholders.

SELLING STOCKHOLDERS

This Prospectus covers offers from time to time by the Selling
Stockholders of their shares of Harken Common Stock. Set forth below is the
name of each Selling Stockholder, the number of shares of Harken Common Stock
owned of record by each Selling Stockholder as of August 7, 1995, the number
of shares of Harken Common Stock which may be offered by each Selling
Stockholder pursuant to this Prospectus, and the number of shares of Harken
Common Stock and percentage of the class of Harken Common Stock to be owned by
each Selling Stockholder upon completion of the offering if all Shares are
sold. Any or all of the Shares listed below may be offered for sale by a
Selling Stockholder from time to time.

14
17

Shares Shares
Owned Prior Shares Owned After Percent of Class
to the Registered the After the
Selling Stockholders Offering Hereunder Offering(1) Offering
-------------------- -------- --------- ----------- --------

MCM Partners, L.P. 160,000 160,000 -0- -0-

John E. McConnaughy 80,000 80,000 -0- -0-

Gail D. Forster 80,000 80,000 -0- -0-

Peter Dixon, Trustee 80,000 80,000 -0- -0-

Sandy Keesler 200,000 200,000 -0- -0-

Paroo (USA), Inc. 534,000 534,000 -0- -0-

EnCap Investments, 92,308 92,308 -0- -0-
L.C.

-----------------

(1) Assumes no other disposition or acquisition of Common Stock and all
Shares included herein are sold.

PLAN OF DISTRIBUTION

Any or all of 1,140,000 of the Shares may be sold from time to time
for a period from the date of this Prospectus to the earlier to occur of the
expiration of one year from the date of the Prospectus or the date all the
Shares are sold. The Shares may be sold to purchasers directly by the Selling
Stockholders in one or more open market transactions, including block trades on
the American Stock Exchange, in negotiated transactions or in a combination of
any such methods of sale. Alternatively, the Selling Stockholders may from
time to time offer the Shares through underwriters, dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders or the purchasers of the Shares for
whom they may act as agent. The Selling Stockholders and any such
underwriters, dealers or agents that participate in the distribution of the
Shares may be deemed to be underwriters, and any profit on the sale of the
Shares by them and any discounts, commissions or concessions received by any
such underwriters, dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act. At the time a particular
offer of the Shares is made, to the extent required, a Prospectus Supplement
will be distributed that will set forth the aggregate amount of Shares being
offered and the terms of the offering,

15
18
including the name or names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
Selling Stockholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers, including the proposed selling price to the
public. Harken will not receive any of the proceeds from the sale by the
Selling Stockholders of the Shares offered hereby. All of the registration
expenses of the offering will be paid by Harken.

The Shares may be sold from time to time in one or more transactions
at a fixed offering price, which may be changed, or at varying prices
determined at the time of sale or at negotiated prices.

Harken has agreed to indemnify in certain circumstances some of the
Selling Stockholders and any underwriter, selling brokers, dealer managers or
similar persons who participate in the distribution of the Shares, if any, and
certain persons related to the foregoing persons, against certain liabilities,
including liabilities under the Securities Act. Some of the Selling
Stockholders have agreed to indemnify, in certain circumstances, Harken and
certain persons related to Harken against certain liabilities, including
liabilities under the Securities Act.

In order to comply with certain states' securities laws, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless the Shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and is complied with.

LEGAL MATTERS

The validity of the Shares will be passed upon for Harken by Haynes
and Boone, L.L.P., Fort Worth, Texas.

16
19
EXPERTS

The (i) consolidated financial statements and schedules of Harken
included in Harken's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, and (ii) financial statements of the CHAP Venture as of
December 31, 1993, included in Harken's Amendment to Application or Report on
Form 8-K/A dated January 3, 1995, each of which are incorporated by reference
in this Registration Statement of which this Prospectus forms a part, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.

The consolidated financial statements and schedules of Search for the
year ended December 31, 1994, included in Search's Annual Report on Form 10-K
for the year ended December 31, 1994, included herein and incorporated by
reference in the Registration Statement of which this statement forms a part,
have been audited by Hein + Associates LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.

17
20

------------------------------------------------ ------------------------------------------------

No dealer, salesperson or any other
individual has been authorized to give any
information or to make any representation not
contained or incorporated by reference in this
Prospectus and, if given or made, such
information or representation must not be
relied upon as having been authorized by Harken 1,226,308 Shares
or any Selling Stockholders. This Prospectus
does not constitute an offer to sell or a
solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction HARKEN ENERGY CORPORATION
to any person to whom it is unlawful to make
such offer or solicitation in such
jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, COMMON STOCK
under any circumstances, create any implication
that the information herein is correct as of
any time subsequent to the date hereof or that
there has been no change in the affairs of
Harken since such date.

---------------

TABLE OF CONTENTS

Page

--------------------
Available Information . . . . 3
Incorporation of Certain
Documents by Reference . . . . 3
Business of Harken . . . . . . 5
Risk Factors . . . . . . . . . 7 P R O S P E C T U S
Use of Proceeds . . . . . . . . 14
Selling Stockholders . . . . . 14
Plan of Distribution . . . . . 15
Legal Matters . . . . . . . . . 16
Experts . . . . . . . . . . . . 17 --------------------

___________, 1995

------------------------------------------------ ------------------------------------------------

21
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The estimated expenses (other than underwriting discounts and
commissions) in connection with the offering described in this Registration
Statement are as follows:

SEC Registration Fee . . . . . . . . . . . . $ 634.30
AMEX Listing Fee . . . . . . . . . . . . . . 52,000.00
Printing and Engraving Expenses . . . . . . 5,000.00
Accounting Fees and Expenses . . . . . . . . 5,000.00
Legal Fees and Expenses . . . . . . . . . . 7,500.00
Blue Sky Fees and Expenses . . . . . . . . . -
Miscellaneous . . . . . . . . . . . . . . . 1,865.70

Total . . . . . . . . . . . . . . . . . 72,000.00

---------------
(1) This amount is the aggregate amount of three separate Supplemental Listing
Applications filed with Amex.

All of the foregoing expenses will be paid by Harken.

Item 15. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines and
settlements actually and reasonably incurred by them in connection with any
civil, criminal, administrative, or investigative suit or action except actions
by or in the right of the corporation if, in connection with the matters in
issue, 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 in connection
with any criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 145 further provides that in connection with the defense or settlement
of any action by or in the right of the corporation, a Delaware corporation may
indemnify its directors and officers against expenses actually and reasonably
incurred by them if, in connection with the matters in issue, they acted in
good faith, in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made
with respect to any claim, issue or matter as to which such person has been
adjudged liable for negligence or misconduct unless the Court of Chancery or
the court in which such action or suit is brought approves such
indemnification. Section 145 further permits

II-1
22
a Delaware corporation to grant its directors and officers additional rights of
indemnification through bylaw provisions and otherwise, and to purchase
indemnity insurance on behalf of its directors and officers.

Article Ten of the Registrant's Certificate of Incorporation and
Article VII of the Registrant's bylaws provide, in general, that the Registrant
shall indemnify its directors and officers under certain of the circumstances
defined in Section 145. The Registrant has entered into agreements with each
member of its Board of Directors pursuant to which it will advance to each
director costs of litigation in accordance with the indemnification provisions
of the Registrant's Certificate of Incorporation and bylaws.

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

Item 16. Exhibits.

4.1 - Certificate of Incorporation of Harken Energy Corporation, as amended (incorporated by reference as
Exhibit 3.1 to Harken Energy Corporation's Annual Report on Form 10-K for fiscal year ended
December 31, 1989)

4.2 - Amendment to the Certificate of Incorporation of Harken Energy Corporation (incorporated by reference
as Exhibit 28.8 to the Registration Statement on Form S-1, as amended, of E-Z Serve Corporation and
Tejas Power Corporation -- Registration No. 33-37141); Amendment dated February 28, 1991, to the
Certificate of Incorporation of Harken (incorporated by reference as Exhibit 3 to Harken's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1991); Amendment dated July 8, 1991, to Harken's
Certificate of Incorporation (incorporated by reference as Exhibit 3 to Harken's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1991); and Amendment dated June 30, 1992, to Harken's
Certificate of Incorporation (incorporated by reference as Exhibit 3 to Harken's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1992)

II-2
23

4.3 - Bylaws of Harken Energy Corporation, as amended (incorporated by reference as Exhibit 3.2 to Harken
Energy Corporation's Annual Report on Form 10-K for fiscal year ended December 31, 1989)

4.4 - Certificate of the Designations, Powers, Preferences and Rights of Series C Cumulative Convertible
Preferred Stock, $1.00 par value of Harken Energy Corporation (incorporated by reference as
Exhibit 4.3 to Harken Energy Corporation's Annual Report on Form 10-K for fiscal year ended
December 31, 1989)

*5.1 - Opinion of Haynes and Boone, L.L.P.

*23.1 - Consent of Arthur Andersen LLP

*23.2 - Consent of Haynes and Boone, L.L.P. (included in opinion filed as Exhibit 5.1)

*23.3 - Consent of Hein + Associates LLP

*24.1 - Powers of Attorney.

*99.1 - Concession and Lease Purchase Agreement dated as of May 15, 1995, and effective as of March 31, 1995,
by and between Harken Energy Corporation and Paroo Petroleum (USA), Inc.

*99.2 - Note Purchase Agreement among Harken Energy Corporation and certain Purchasers relating to Harken's
8% Senior Convertible Notes due 1998.

*99.3 - Form of Private Subscription Agreement among Harken and the purchasers named therein relating to the
purchase and sale of 600,000 shares of Harken Common Stock.

-------------
* Filed herewith.

Item 17. Undertakings.

(a) 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 Securities Exchange Act of 1934, as amended (the "Exchange Act") (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange

II-3
24
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.

(b) 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-effective amendment thereto) 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 (i) and (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 by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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

II-4
25
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.

(c) 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 provisions described under Item 15 above, 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.

II-5
26
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irving, State of Texas, on August 8, 1995.

HARKEN ENERGY CORPORATION

*
----------------------------------------
Mikel D. Faulkner, Chairman of the Board
and Chief Executive Officer (Principal
Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

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

* Chairman of the Board and August 8, 1995
------------------------------------ Chief Executive Officer
Mikel D. Faulkner (Principal Executive
Officer)

* President and Director August 8, 1995
------------------------------------
Richard H. Schroeder

/s/ Bruce N. Huff Senior Vice President and August 8, 1995
------------------------------------ Chief Financial Officer
Bruce N. Huff (Principal Accounting
Officer and Principal
Financial Officer)

* Director August 8, 1995
------------------------------------
Michael M. Ameen, Jr.

II-6
27

* Director August 8, 1995
------------------------------------
Michael R. Eisenson

* Director August 8, 1995
------------------------------------
Edwin C. Kettenbrink, Jr.

* Director August 8, 1995
------------------------------------
Talat M. Othman

* Director August 8, 1995
------------------------------------
Donald W. Raymond

* Director August 8, 1995
------------------------------------
Gary B. Wood

*Bruce N. Huff, by signing his name hereto, does hereby sign this Registration
Statement on behalf of Harken Energy Corporation and each of the above-named
officers and directors of such Company pursuant to powers of attorney, executed
on behalf of the Company by each officer and director.

/s/ Bruce N. Huff
-----------------------
Bruce N. Huff,
Attorney-in-Fact

II-7
28
INDEX TO EXHIBITS

Sequentially
Numbered
Exhibit No. Exhibit Page
----------- ------- ----

4.1 Certificate of Incorporation of Harken Energy Corporation, as amended
(incorporated by reference as Exhibit 3.1 to Harken Energy Corporation's
Annual Report on Form 10-K for fiscal year ended December 31, 1989)

4.2 Amendment to the Certificate of Incorporation of Harken Energy Corporation
(incorporated by reference as Exhibit 28.8 to the Registration Statement on
Form S-1, as amended, of E-Z Serve Corporation and Tejas Power
Corporation -- Registration No. 33-37141); Amendment dated February 28,
1991, to the Certificate of Incorporation of Harken (incorporated by
reference as Exhibit 3 to Harken's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1991); Amendment dated July 8, 1991, to Harken's
Certificate of Incorporation (incorporated by reference as Exhibit 3 to
Harken's Quarterly Report on Form 10-Q for the quarter ended June 30, 1991);
and Amendment dated June 30, 1992, to Harken's Certificate of Incorporation
(incorporated by reference as Exhibit 3 to Harken's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1992)

4.3 Bylaws of Harken Energy Corporation, as amended (incorporated by reference
as Exhibit 3.2 to Harken Energy Corporation's Annual Report on Form 10-K for
fiscal year ended December 31, 1989)

4.4 Certificate of the Designations, Powers, Preferences and Rights of Series C
Cumulative Convertible Preferred Stock, $1.00 par value of Harken Energy
Corporation (incorporated by reference as Exhibit 4.3 to Harken Energy
Corporation's Annual Report on Form 10-K for fiscal year ended December 31,
1989)

*5.1 Opinion of Haynes and Boone, L.L.P.

*23.1 Consent of Arthur Andersen LLP

*23.2 Consent of Haynes and Boone, L.L.P. (included in opinion
filed as Exhibit 5.1)

*23.3 Consent of Hein + Associates LLP

*24.1 Powers of Attorney

*99.1 Form of Concession and Lease Purchase Agreement dated as of May 15, 1995,
and effective as of March 31, 1995, by and between Harken Energy
Corporation and Paroo Petroleum (USA), Inc.

*99.2 Note Purchase Agreement among Harken Energy Corporation and certain
Purchasers relating to Harken's 8% Senior Convertible Notes due 1998.

*99.3 Form of Private Subscription Agreement among Harken and the purchasers named
therein relating to the purchase and sale of 600,000 shares of Harken
Common Stock.

-----------------
* Filed herewith.