content: <PAGE>   1
      As filed with the Securities and Exchange Commission on August 19, 1997.
                                                    Registration No. 33-__________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
  
              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 No.)
  incorporation or organization)                                                 
                                                            
  
                             HARKEN ENERGY CORPORATION
                       5605 NORTH MACARTHUR BLVD., SUITE 400
                                IRVING, TEXAS 75038
                           (Address, including Zip Code,
                          of Principal Executive Offices)
  
                             HARKEN ENERGY CORPORATION
                 1996 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
                              (Full title of the plan)
  
                                 GREGORY S. PORTER
                             HARKEN ENERGY CORPORATION
                       5605 NORTH MACARTHUR BLVD., SUITE 400
                                IRVING, TEXAS 75038
                                   (972)-753-6900
                       (Name, address, and telephone number,
                     including area code, of agent for service)
  
                               ----------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  =================================================================================================================================
                                                                                               PROPOSED MAXIMUM         AMOUNT OF
      TITLE OF SECURITIES TO BE           AMOUNT TO BE         PROPOSED MAXIMUM OFFERING      AGGREGATE OFFERING       REGISTRATION
            REGISTERED (1)                 REGISTERED              PRICE PER SHARE(2)              PRICE (2)               FEE
  ---------------------------------------------------------------------------------------------------------------------------------
    <S>                                 <C>                              <C>                      <C>                   <C>
    Common Stock,                                                                                                                
    $.01 par value                      3,830,000 shares                 $5.38                    $20,605,400           $6,244.06
  =================================================================================================================================
  </TABLE>
  
  (1)      Shares of common stock of Harken Energy Corporation (the "Company"),
           $.01 par value per share (the "Common Stock"), being registered hereby
           relate to the Harken Energy Corporation 1996 Incentive and Nonstutory
           Stock Option Plan (the "1996 Plan").  Pursuant to Rule 416 promulgated
           under the Securities Act of 1933, as amended (the "Securities Act"),
           there are also being registered such additional shares of Common Stock
           as may become issuable pursuant to the anti-dilution provisions of the
           1996 Plan.
  (2)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(c) and (h) promulgated under the Securities Act
           on the basis of the average of the high and low sale prices of the
           Common Stock on August 14, 1997, as reported on the American Stock
           Exchange.
  
  ================================================================================
  <PAGE>   2
                                      PART II
  
                       INFORMATION NOT REQUIRED IN PROSPECTUS
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The documents listed in (a), (b) and (c) below are hereby incorporated
  by reference into this Registration Statement.  All documents subsequently
  filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
  Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
  Registration Statement and prior to the filing of a post-effective amendment to
  the Registration Statement which indicates that all shares of Common Stock,
  offered hereunder have been sold or which deregisters all shares then remaining
  unsold, shall be deemed to be incorporated herein by reference and to be a part
  hereof from the date of filing of such documents.
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1996;
  
           (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                   the Exchange Act since the end of the fiscal year covered by
                   the Company's document referred to in (a) above; and
  
           (c)     The description of the Common Stock contained in the Company's
                   Registration Statement on Form 8-A (SEC File No. 0-9207),
                   including any amendment or report filed for the purpose of
                   updating such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not Applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           The validity of the shares of Common Stock will be passed upon for
  Harken by Gregory S. Porter, Esq., Vice President - Legal of Harken.  Mr.
  Porter has been granted options to purchase an aggregate of 160,000 shares of
  Common Stock of the Company, including 85,000 shares of Common Stock of the
  Company under the Plan.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Under Section 145 of the General Corporation Law of the State of
  Delaware ("Delaware Law"), a Delaware corporation may indemnify its directors,
  officers, employees and agents against expenses (including attorneys fees),
  judgments, fines and settlements in nonderivative suits, actually and
  reasonably incurred by them in connection with the defense of any action, suit
  or proceeding in which they or any of them were or are made parties or are
  threatened to be made parties by reason of their serving or having served in
  such capacity.  Delaware law, however provides that such person must have 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 the case of a criminal action,
  such person must have had no reasonable cause to believe his or her 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 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.  Indemnification
  is mandatory to the extent a claim, issue or matter has been successfully
  defended.
  
  
                                       II-1
  <PAGE>   3
           Article Ten of the Company's Certificate of Incorporation and Article
  VII of the Company's bylaws provide, in general, that the Company shall
  indemnify its directors and officers under certain of the circumstances defined
  in Section 145.  The Company 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
  Company's Certificate of Incorporation and bylaws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           None.
  
  ITEM 8.  EXHIBITS.
  
  The following are filed as exhibits to this Registration Statement:
  
  Exhibit No.               Description
  
  <TABLE>
       <S>         <C>      <C>
         4 .1      -        Form of certificate representing shares of Common Stock (filed as Exhibit 1 to Harken's
                            Registration Statement on Form 8-A, File No. 0-9207, and incorporated by reference herein).
         4 .2      -        Certificate of the Designations, Powers, Preferences and Rights of Series C Cumulative
                            Convertible Preferred Stock, $1.00 par value of Harken Energy Corporation (filed as Exhibit 4.3
                            to Harken's Annual Report on Form 10-K for fiscal year ended December 31, 1989, File No. 0-
                            9207, and incorporated by reference herein).
         4 .3      -        Certificate of the Designations of Series D Preferred Stock, $1.00 par value of Harken Energy
                            Corporation (filed as Exhibit 4.3 to Harken's Quarterly Report on Form 10-Q for the quarterly
                            period ended September 30, 1995, File No. 0-9207, and incorporated by reference herein).
         4 .4      -        Harken Energy Corporation 1996 Incentive and Nonstatutory Stock Option Plan (filed as Exhibit
                            10.1 to Harken's Quarterly Report on Form 10-Q for the quarterly period ended September 30,
                            1996, File No. 0-9207, and incorporated by reference herein).
         *4.5      -        Amendment No. 1 to Harken Energy Corporation 1996 Incentive and Nonstatutory Stock Option Plan.
         *4.6      -        Amendment No. 2 to Harken Energy Corporation 1996 Incentive and Nonstatutory Stock Option Plan.
         *5.1      -        Opinion of Gregory S. Porter, Esq.
       *23 .1      -        Consent of Arthur Andersen LLP.
       *23 .2      -        Consent of  Gregory S. Porter, Esq. (included in opinion filed as Exhibit 5.1).
       *24 .1      -        Powers of Attorney.
  </TABLE>
  
  ----------------                             
  * filed herewith
  
  
  
  
  
                                        II-2
  <PAGE>   4
  ITEM 9.  UNDERTAKINGS.
  
           (a)     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.  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 te Commission pursuant to
                   rule 424(b) if, in the aggregate, the changes in volume and
                   price represent no more than 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 (a)(1)(i) and (a)(1)(ii) do
           not apply if the information required to be included in a
           post-effective amendment by such paragraphs is contained in periodic
           reports filed by the registrant pursuant to section 13 or section
           15(d) of the Securities Exchange Act of 1934 that are incorporated by
           reference in this 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 registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (b)     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 (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to 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.
  
           (c)     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 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 Act and
  will be governed by the final adjudication of such issue.
  
  
  
  
  
                                        II-3
  <PAGE>   5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Irving, State of Texas, on August 19, 1997.
  
  
                                        HARKEN ENERGY CORPORATION
  
  
                                          
                                                          *
                                        ----------------------------------------
                                        Mikel D. Faulkner, Chairman of the Board 
                                        and Chief 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.
  
  <TABLE>
  <CAPTION>
            Signature                                  Title                                Date
   -------------------------------     -------------------------------------          ---------------
   <S>                                 <C>                                            <C>
                *                      Chairman of the Board and Chief                August 19, 1997
   -------------------------------     Executive Officer (Principal                             
   Mikel D. Faulkner                   Executive Officer)                   
                                                         
  
  
  
  
                *                      President and Chief Operating                  August 19, 1997
   -------------------------------     Officer and Director                                             
   Richard H. Schroeder                                     
  
  
  
  
                *                      Senior Vice President, Chief                   August 19, 1997
   -------------------------------     Financial Officer and Director                                
   Bruce N. Huff                       (Principal Accounting Officer and
                                       Principal Financial Officer)     
                                                                        
  
  
  
  
                *                      Senior Vice President and Director             August 19, 1997
   -------------------------------                                                                       
   Steve C. Voss
  </TABLE>
  
  
  
  
  
                                        II-4
  <PAGE>   6
   
  
  
  <TABLE>
   <S>                                 <C>                                            <C>
                *                      Director                                       August 19, 1997
   -------------------------------                                                                       
   Michael M. Ameen, Jr.
  
  
  
  
                                       Director
   -------------------------------                
   Michael R. Eisenson
  
  
  
  
                                       Director
   -------------------------------                
   Gary R. Petersen
  
  
  
  
                                       Director
   -------------------------------             
   Hobart A. Smith
  
  
  
  
                                       Director
   -------------------------------               
   Donald W. Raymond
  
  
  
               *                       Director                                       August 19, 1997
   -------------------------------                                                                      
   Gary B. Wood
  </TABLE>
  
  
  *Gregory S. Porter, 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 and each officer and director.
  
  
  /s/ Gregory S. Porter             
  -------------------------------     
  Gregory S. Porter,
  Attorney-in-Fact
  
  
  
  
  
                                        II-5
  <PAGE>   7
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
                                                                                                              Sequentially
                                                                                                              Numbered
   Exhibit No.              Exhibit                                                                           Page
   -----------              -------                                                                           ------------
   <S>                      <C>                                                                               <C>
   4.1                      Form of certificate representing shares of Harken common stock, par value $.01 
                            per share (filed as Exhibit 1 to Harken's Registration Statement on
                            Form 8-A, File No. 0-9207, and incorporated by reference herein).
  
   4.2                      Certificate of the Designations, Powers, Preferences and Rights of Series C 
                            Cumulative Convertible Preferred Stock, $1.00 par value of Harken Energy 
                            Corporation (filed as Exhibit 4.3 to Harken's Annual Report on Form 10-K 
                            for the fiscal year ended December 31, 1989, File No. 0-9207, and incorporated by 
                            reference herein).
  
   4.3                      Certificate of the Designations of Series D Preferred Stock, $1.00 par value of 
                            Harken Energy Corporation (filed as Exhibit 4.3 to Harken's Quarterly Report on 
                            Form 10-Q for the quarterly period ended September 30, 1995, File No. 0-9207, 
                            and incorporated by reference herein).
  
   4.4                      Harken Energy Corporation 1996 Incentive and Nonstatutory Stock Option 
                            Plan (filed as Exhibit 10.1 to Harken's Quarterly Report on Form 10-Q for 
                            the quarterly period ended September 30, 1996, File No.  0-9207, and 
                            incorporated by reference herein).
  
   *4.5                     Amendment No. 1 to Harken Energy Corporation 1996 Incentive and 
                            Nonstatutory Stock Option Plan.
  
   *4.6                     Amendment No. 2 to Harken Energy Corporation 1996 Incentive and 
                            Nonstatutory Stock Option Plan.
  
   *5.1                     Opinion of Gregory S. Porter, Esq.
  
   *23.1                    Consent of Arthur Andersen LLP.
  
   *23.2                    Consent of Gregory S. Porter, Esq. (included in opinion filed as 
                            Exhibit 5.1).
  
   *24.1                    Powers of Attorney.
  </TABLE>
  
  ------------------
  * Filed herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22398}]
metadata_filer: {"company-data": {"conformed-name": "HARKEN ENERGY CORP", "cik": "0000313478", "assigned-sic": "1311", "irs-number": "952841597", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33953", "film-number": "97666648"}, "business-address": {"street1": "5605 N MACARTHUR STE 400", "city": "IRVING", "state": "TX", "zip": "75038", "phone": "2147536900"}, "mail-address": {"street1": "2505 NORTH HWY 360", "street2": "STE 800", "city": "GRAND PRAIRIE", "state": "TX", "zip": "75050"}, "former-company": {"former-conformed-name": "HARKEN OIL & GAS INC", "date-changed": "19890109"}}
text: 1
      As filed with the Securities and Exchange Commission on August 19, 1997.
                                                    Registration No. 33-__________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
  
              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 No.)
  incorporation or organization)                                                 
                                                            
  
                             HARKEN ENERGY CORPORATION
                       5605 NORTH MACARTHUR BLVD., SUITE 400
                                IRVING, TEXAS 75038
                           (Address, including Zip Code,
                          of Principal Executive Offices)
  
                             HARKEN ENERGY CORPORATION
                 1996 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
                              (Full title of the plan)
  
                                 GREGORY S. PORTER
                             HARKEN ENERGY CORPORATION
                       5605 NORTH MACARTHUR BLVD., SUITE 400
                                IRVING, TEXAS 75038
                                   (972)-753-6900
                       (Name, address, and telephone number,
                     including area code, of agent for service)
  
                               ----------------------
  
                          CALCULATION OF REGISTRATION FEE
  =================================================================================================================================
                                                                                               PROPOSED MAXIMUM         AMOUNT OF
      TITLE OF SECURITIES TO BE           AMOUNT TO BE         PROPOSED MAXIMUM OFFERING      AGGREGATE OFFERING       REGISTRATION
            REGISTERED (1)                 REGISTERED              PRICE PER SHARE(2)              PRICE (2)               FEE
  ---------------------------------------------------------------------------------------------------------------------------------
  Common Stock,                                                                                                                
    $.01 par value                      3,830,000 shares                 $5.38                    $20,605,400           $6,244.06
  =================================================================================================================================
  (1)      Shares of common stock of Harken Energy Corporation (the "Company"),
           $.01 par value per share (the "Common Stock"), being registered hereby
           relate to the Harken Energy Corporation 1996 Incentive and Nonstutory
           Stock Option Plan (the "1996 Plan").  Pursuant to Rule 416 promulgated
           under the Securities Act of 1933, as amended (the "Securities Act"),
           there are also being registered such additional shares of Common Stock
           as may become issuable pursuant to the anti-dilution provisions of the
           1996 Plan.
  (2)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(c) and (h) promulgated under the Securities Act
           on the basis of the average of the high and low sale prices of the
           Common Stock on August 14, 1997, as reported on the American Stock
           Exchange.
  
  ================================================================================
  2
                                      PART II
  
                       INFORMATION NOT REQUIRED IN PROSPECTUS
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The documents listed in (a), (b) and (c) below are hereby incorporated
  by reference into this Registration Statement.  All documents subsequently
  filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
  Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
  Registration Statement and prior to the filing of a post-effective amendment to
  the Registration Statement which indicates that all shares of Common Stock,
  offered hereunder have been sold or which deregisters all shares then remaining
  unsold, shall be deemed to be incorporated herein by reference and to be a part
  hereof from the date of filing of such documents.
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1996;
  
           (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                   the Exchange Act since the end of the fiscal year covered by
                   the Company's document referred to in (a) above; and
  
           (c)     The description of the Common Stock contained in the Company's
                   Registration Statement on Form 8-A (SEC File No. 0-9207),
                   including any amendment or report filed for the purpose of
                   updating such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not Applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL
  
           The validity of the shares of Common Stock will be passed upon for
  Harken by Gregory S. Porter, Esq., Vice President - Legal of Harken.  Mr.
  Porter has been granted options to purchase an aggregate of 160,000 shares of
  Common Stock of the Company, including 85,000 shares of Common Stock of the
  Company under the Plan.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Under Section 145 of the General Corporation Law of the State of
  Delaware ("Delaware Law"), a Delaware corporation may indemnify its directors,
  officers, employees and agents against expenses (including attorneys fees),
  judgments, fines and settlements in nonderivative suits, actually and
  reasonably incurred by them in connection with the defense of any action, suit
  or proceeding in which they or any of them were or are made parties or are
  threatened to be made parties by reason of their serving or having served in
  such capacity.  Delaware law, however provides that such person must have 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 the case of a criminal action,
  such person must have had no reasonable cause to believe his or her 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 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.  Indemnification
  is mandatory to the extent a claim, issue or matter has been successfully
  defended.
  
                                       II-1
  3
           Article Ten of the Company's Certificate of Incorporation and Article
  VII of the Company's bylaws provide, in general, that the Company shall
  indemnify its directors and officers under certain of the circumstances defined
  in Section 145.  The Company 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
  Company's Certificate of Incorporation and bylaws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           None.
  
  ITEM 8.  EXHIBITS.
  
  The following are filed as exhibits to this Registration Statement:
  
  Exhibit No.               Description
  4 .1      -        Form of certificate representing shares of Common Stock (filed as Exhibit 1 to Harken's
                            Registration Statement on Form 8-A, File No. 0-9207, and incorporated by reference herein).
         4 .2      -        Certificate of the Designations, Powers, Preferences and Rights of Series C Cumulative
                            Convertible Preferred Stock, $1.00 par value of Harken Energy Corporation (filed as Exhibit 4.3
                            to Harken's Annual Report on Form 10-K for fiscal year ended December 31, 1989, File No. 0-
                            9207, and incorporated by reference herein).
         4 .3      -        Certificate of the Designations of Series D Preferred Stock, $1.00 par value of Harken Energy
                            Corporation (filed as Exhibit 4.3 to Harken's Quarterly Report on Form 10-Q for the quarterly
                            period ended September 30, 1995, File No. 0-9207, and incorporated by reference herein).
         4 .4      -        Harken Energy Corporation 1996 Incentive and Nonstatutory Stock Option Plan (filed as Exhibit
                            10.1 to Harken's Quarterly Report on Form 10-Q for the quarterly period ended September 30,
                            1996, File No. 0-9207, and incorporated by reference herein).
         *4.5      -        Amendment No. 1 to Harken Energy Corporation 1996 Incentive and Nonstatutory Stock Option Plan.
         *4.6      -        Amendment No. 2 to Harken Energy Corporation 1996 Incentive and Nonstatutory Stock Option Plan.
         *5.1      -        Opinion of Gregory S. Porter, Esq.
       *23 .1      -        Consent of Arthur Andersen LLP.
       *23 .2      -        Consent of  Gregory S. Porter, Esq. (included in opinion filed as Exhibit 5.1).
       *24 .1      -        Powers of Attorney.
  ----------------                             
  * filed herewith
  
                                        II-2
  4
  ITEM 9.  UNDERTAKINGS.
  
           (a)     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.  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 te Commission pursuant to
                   rule 424(b) if, in the aggregate, the changes in volume and
                   price represent no more than 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 (a)(1)(i) and (a)(1)(ii) do
           not apply if the information required to be included in a
           post-effective amendment by such paragraphs is contained in periodic
           reports filed by the registrant pursuant to section 13 or section
           15(d) of the Securities Exchange Act of 1934 that are incorporated by
           reference in this 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 registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (b)     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 (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to 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.
  
           (c)     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 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 Act and
  will be governed by the final adjudication of such issue.
  
                                        II-3
  5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Irving, State of Texas, on August 19, 1997.
  
                                        HARKEN ENERGY CORPORATION
  
                                          
                                                          *
                                        ----------------------------------------
                                        Mikel D. Faulkner, Chairman of the Board 
                                        and Chief 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 Chief                August 19, 1997
   -------------------------------     Executive Officer (Principal                             
   Mikel D. Faulkner                   Executive Officer)                   
                                                         
  
                *                      President and Chief Operating                  August 19, 1997
   -------------------------------     Officer and Director                                             
   Richard H. Schroeder                                     
  
                *                      Senior Vice President, Chief                   August 19, 1997
   -------------------------------     Financial Officer and Director                                
   Bruce N. Huff                       (Principal Accounting Officer and
                                       Principal Financial Officer)     
                                                                        
  
                *                      Senior Vice President and Director             August 19, 1997
   -------------------------------                                                                       
   Steve C. Voss
  II-4
  6
  *                      Director                                       August 19, 1997
   -------------------------------                                                                       
   Michael M. Ameen, Jr.
  
                                       Director
   -------------------------------                
   Michael R. Eisenson
  
                                       Director
   -------------------------------                
   Gary R. Petersen
  
                                       Director
   -------------------------------             
   Hobart A. Smith
  
                                       Director
   -------------------------------               
   Donald W. Raymond
  
               *                       Director                                       August 19, 1997
   -------------------------------                                                                      
   Gary B. Wood
  *Gregory S. Porter, 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 and each officer and director.
  
  /s/ Gregory S. Porter             
  -------------------------------     
  Gregory S. Porter,
  Attorney-in-Fact
  
                                        II-5
  7
                                 INDEX TO EXHIBITS
  Sequentially
                                                                                                              Numbered
   Exhibit No.              Exhibit                                                                           Page
   -----------              -------                                                                           ------------
  4.1                      Form of certificate representing shares of Harken common stock, par value $.01 
                            per share (filed as Exhibit 1 to Harken's Registration Statement on
                            Form 8-A, File No. 0-9207, and incorporated by reference herein).
  
   4.2                      Certificate of the Designations, Powers, Preferences and Rights of Series C 
                            Cumulative Convertible Preferred Stock, $1.00 par value of Harken Energy 
                            Corporation (filed as Exhibit 4.3 to Harken's Annual Report on Form 10-K 
                            for the fiscal year ended December 31, 1989, File No. 0-9207, and incorporated by 
                            reference herein).
  
   4.3                      Certificate of the Designations of Series D Preferred Stock, $1.00 par value of 
                            Harken Energy Corporation (filed as Exhibit 4.3 to Harken's Quarterly Report on 
                            Form 10-Q for the quarterly period ended September 30, 1995, File No. 0-9207, 
                            and incorporated by reference herein).
  
   4.4                      Harken Energy Corporation 1996 Incentive and Nonstatutory Stock Option 
                            Plan (filed as Exhibit 10.1 to Harken's Quarterly Report on Form 10-Q for 
                            the quarterly period ended September 30, 1996, File No.  0-9207, and 
                            incorporated by reference herein).
  
   *4.5                     Amendment No. 1 to Harken Energy Corporation 1996 Incentive and 
                            Nonstatutory Stock Option Plan.
  
   *4.6                     Amendment No. 2 to Harken Energy Corporation 1996 Incentive and 
                            Nonstatutory Stock Option Plan.
  
   *5.1                     Opinion of Gregory S. Porter, Esq.
  
   *23.1                    Consent of Arthur Andersen LLP.
  
   *23.2                    Consent of Gregory S. Porter, Esq. (included in opinion filed as 
                            Exhibit 5.1).
  
   *24.1                    Powers of Attorney.
  ------------------
  * Filed herewith