content: <PAGE>   1
      As filed with the Securities and Exchange Commission on July 22, 1996.
                                                   Registration No. 333-__________
  ================================================================================
  
                        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
                                  (214) 753-6900
                          (Address, including Zip Code,
                         of Principal Executive Offices)
  
                             HARKEN ENERGY CORPORATION
                    1993 STOCK OPTION AND RESTRICTED STOCK PLAN
                              (Full title of the plan)
  
                                 GREGORY S. PORTER
                               VICE PRESIDENT - LEGAL
                             HARKEN ENERGY CORPORATION
                       5605 NORTH MACARTHUR BLVD., SUITE 400
                                IRVING, TEXAS 75038
                                   (214) 753-6900
                       (Name, address, and telephone number,
                     including area code, of agent for service)
                           ----------------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ========================================================================================================================
                                                       Proposed maximum          Proposed maximum
   Title of securities to be     Amount to be         offering price per        aggregate offering          Amount of
        registered (1)            registered               share(2)                 price (2)           registration fee
  - ------------------------------------------------------------------------------------------------------------------------
        <S>                   <C>                          <C>                   <C>                        <C>
         Common Stock,         
        $.01 par  value       1,000,000 Shares             $2.31                 $2,310,000.00              $796.55
  ========================================================================================================================
  </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 1993 Stock Option and
           Restricted Stock Plan Harken Energy (the "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 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 July 16, 1996, as reported on the American Stock
           Exchange.
  
  ================================================================================
  <PAGE>   2
  
  
                             INCORPORATION BY REFERENCE
  
  
           The 1,000,000 shares of Common Stock being registered hereby shall be
  issued under the Plan, which was amended as of June 11, 1996, to increase the
  number of shares of Common Stock available for issuance under the Plan.
  Pursuant to Instruction E of Form S-8, the contents of the Company's
  Registration Statement on Form S-8 as filed with Securities and Exchange
  Commission on September 23, 1993, Registration No. 33-69210, are incorporated
  by reference herein.
  
  Item 8.      Exhibits.
  
  The following are filed as exhibits to this Registration Statement:
  
  <TABLE>
  <CAPTION>
  Exhibit No.               Description
  - ----------                -----------
  <S>                       <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).
  
  4.3                       Harken Energy Corporation 1993 Stock Option and Restricted Stock Plan (incorporated herein by
                            reference from Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Reg. No.
                            33-69210)).
  
  4.4                       First Amendment to Harken Energy Corporation 1993 Stock Option and Restricted Stock Plan.*
  
  5                         Opinion of Gregory S. Porter, Esq.*
  
  23.1                      Consent of Gregory S. Porter, Esq.(See Exhibit 5).*
  
  23.2                      Consent of Arthur Andersen & Co.*
  
  24                        Power of Attorney.*
  </TABLE>
  
  - ---------------------
  * filed herewith
  
  
  
  
  
                                       II-2
  <PAGE>   3
                                     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 July 22, 1996.
  
                                          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                       July 22, 1996
   -------------------------------         Executive Officer (Principal         
   Mikel D. Faulkner                       Executive Officer)                   
                                                                                
                                                                                
                                                                                
                                                                                
                *                          President and Chief Operating Officer                 July 22, 1996
   -------------------------------         and Director                                                       
   Richard H. Schroeder                                                         
                                                                                
                                                                                
                                                                                
                *                          Senior Vice President and Chief                       July 22, 1996
   -------------------------------         Financial Officer (Principal                                       
   Bruce N. Huff                           Accounting Officer and Principal     
                                           Financial Officer)                   
                                                                                
                *                          Director                                              July 22, 1996
   -------------------------------                                                                            
   Michael M. Ameen, Jr.                                                        
                                                                                
                                                                                
                                                                                
                *                          Director                                               July 22, 1996
   -------------------------------                                                                             
   Michael R. Eisenson                                                          
  </TABLE>                                                                      
  
  
  
  
  
                                       II-3
  <PAGE>   4
  
  
  <TABLE>
   <S>                                     <C>                                  <C>
                                           Director                             July 22, 1996
   -------------------------------                                                           
   Edwin C. Kettenbrink, Jr.                            
                                                        
                                                        
                                                        
                                                        
               *                           Director                              July 22, 1996
   --------------------------------                                                           
   Talat M. Othman                                      
                                                        
                                                        
                                                        
               *                           Director                             July 22, 1996
   -------------------------------                                                           
   Donald W. Raymond                                    
                                                        
                                                        
                                                        
                                                        
                                           Director                             July 22, 1996
   -------------------------------                                                           
   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-4
  <PAGE>   5
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>    
  Exhibit No.        Description                                                                                           Page
  - -----------        -----------                                                                                           ----
  <S>                <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).
               
  4.3                Harken Energy Corporation 1993 Stock Option and Restricted Stock Plan (incorporated herein by
                     reference from Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Reg. No.
                     33-69210)).
               
  4.4                First Amendment to Harken Energy Corporation 1993 Stock Option and Restricted Stock Plan.*
               
  5.1                Opinion of Gregory S. Porter, Esq.*
               
  23.1               Consent of Gregory S. Porter, Esq.(See Exhibit 5).*
               
  23.2               Consent of Arthur Andersen & Co.*
               
  24.1               Power of Attorney.*
  </TABLE>
  
  
  - ---------------------
  * filed herewith
  
  
  
  
  
                                       II-5
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14586}]
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": "333-08593", "film-number": "96597461"}, "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 July 22, 1996.
                                                   Registration No. 333-__________
  ================================================================================
  
                        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
                                  (214) 753-6900
                          (Address, including Zip Code,
                         of Principal Executive Offices)
  
                             HARKEN ENERGY CORPORATION
                    1993 STOCK OPTION AND RESTRICTED STOCK PLAN
                              (Full title of the plan)
  
                                 GREGORY S. PORTER
                               VICE PRESIDENT - LEGAL
                             HARKEN ENERGY CORPORATION
                       5605 NORTH MACARTHUR BLVD., SUITE 400
                                IRVING, TEXAS 75038
                                   (214) 753-6900
                       (Name, address, and telephone number,
                     including area code, of agent for service)
                           ----------------------------
  
                          CALCULATION OF REGISTRATION FEE
  ========================================================================================================================
                                                       Proposed maximum          Proposed maximum
   Title of securities to be     Amount to be         offering price per        aggregate offering          Amount of
        registered (1)            registered               share(2)                 price (2)           registration fee
  - ------------------------------------------------------------------------------------------------------------------------
  Common Stock,         
        $.01 par  value       1,000,000 Shares             $2.31                 $2,310,000.00              $796.55
  ========================================================================================================================
  (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 1993 Stock Option and
           Restricted Stock Plan Harken Energy (the "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 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 July 16, 1996, as reported on the American Stock
           Exchange.
  
  ================================================================================
  2
  
                             INCORPORATION BY REFERENCE
  
           The 1,000,000 shares of Common Stock being registered hereby shall be
  issued under the Plan, which was amended as of June 11, 1996, to increase the
  number of shares of Common Stock available for issuance under the Plan.
  Pursuant to Instruction E of Form S-8, the contents of the Company's
  Registration Statement on Form S-8 as filed with Securities and Exchange
  Commission on September 23, 1993, Registration No. 33-69210, are incorporated
  by reference herein.
  
  Item 8.      Exhibits.
  
  The following are filed as exhibits to this Registration Statement:
  Exhibit No.               Description
  - ----------                -----------
  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).
  
  4.3                       Harken Energy Corporation 1993 Stock Option and Restricted Stock Plan (incorporated herein by
                            reference from Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Reg. No.
                            33-69210)).
  
  4.4                       First Amendment to Harken Energy Corporation 1993 Stock Option and Restricted Stock Plan.*
  
  5                         Opinion of Gregory S. Porter, Esq.*
  
  23.1                      Consent of Gregory S. Porter, Esq.(See Exhibit 5).*
  
  23.2                      Consent of Arthur Andersen & Co.*
  
  24                        Power of Attorney.*
  - ---------------------
  * filed herewith
  
                                       II-2
  3
                                     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 July 22, 1996.
  
                                          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                       July 22, 1996
   -------------------------------         Executive Officer (Principal         
   Mikel D. Faulkner                       Executive Officer)                   
                                                                                
                                                                                
                                                                                
                                                                                
                *                          President and Chief Operating Officer                 July 22, 1996
   -------------------------------         and Director                                                       
   Richard H. Schroeder                                                         
                                                                                
                                                                                
                                                                                
                *                          Senior Vice President and Chief                       July 22, 1996
   -------------------------------         Financial Officer (Principal                                       
   Bruce N. Huff                           Accounting Officer and Principal     
                                           Financial Officer)                   
                                                                                
                *                          Director                                              July 22, 1996
   -------------------------------                                                                            
   Michael M. Ameen, Jr.                                                        
                                                                                
                                                                                
                                                                                
                *                          Director                                               July 22, 1996
   -------------------------------                                                                             
   Michael R. Eisenson
  II-3
  4
  Director                             July 22, 1996
   -------------------------------                                                           
   Edwin C. Kettenbrink, Jr.                            
                                                        
                                                        
                                                        
                                                        
               *                           Director                              July 22, 1996
   --------------------------------                                                           
   Talat M. Othman                                      
                                                        
                                                        
                                                        
               *                           Director                             July 22, 1996
   -------------------------------                                                           
   Donald W. Raymond                                    
                                                        
                                                        
                                                        
                                                        
                                           Director                             July 22, 1996
   -------------------------------                                                           
   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-4
  5
                                   EXHIBIT INDEX
  Exhibit No.        Description                                                                                           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).
               
  4.3                Harken Energy Corporation 1993 Stock Option and Restricted Stock Plan (incorporated herein by
                     reference from Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Reg. No.
                     33-69210)).
               
  4.4                First Amendment to Harken Energy Corporation 1993 Stock Option and Restricted Stock Plan.*
               
  5.1                Opinion of Gregory S. Porter, Esq.*
               
  23.1               Consent of Gregory S. Porter, Esq.(See Exhibit 5).*
               
  23.2               Consent of Arthur Andersen & Co.*
               
  24.1               Power of Attorney.*
  - ---------------------
  * filed herewith
  
                                       II-5