content: <PAGE>   1
      As filed with the Securities and Exchange Commission on October 5, 1999
                                                    Registration No. 333-_________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                         ----------------------------------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                            TOREADOR ROYALTY CORPORATION
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                             75-0991164
    (State or other jurisdiction                                (I.R.S. Employer
  of incorporation or organization)                            Identification No.)
  
        4809 COLE AVENUE, SUITE 108
               DALLAS, TEXAS                                          75205
  (Address of Principal Executive Offices)                          (Zip Code)
  
                     AMENDED AND RESTATED 1990 STOCK OPTION PLAN
                              (Full title of the plan)
  
                         ----------------------------------
                                G. THOMAS GRAVES III
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            TOREADOR ROYALTY CORPORATION
                             4809 COLE AVENUE, SUITE 108
                                 DALLAS, TEXAS 75205
                       (Name and address of agent for service)
  
                                   (214) 559-3933
            (Telephone number, including area code, of agent for service)
  
                                      Copy to:
                                  JANICE V. SHARRY
                                HAYNES AND BOONE, LLP
                             901 MAIN STREET, SUITE 3100
                                 DALLAS, TEXAS 75202
                                   (214) 651-5562
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
       Title of Securities        Amount To Be    Proposed Maximum Offering        Proposed Maximum              Amount of
       To Be Registered(1)       Registered(2)        Price per Share(3)      Aggregate Offering Price(3)   Registration Fee(3)
       -------------------       -------------    -------------------------   ---------------------------   -------------------
  <S>                            <C>              <C>                         <C>                           <C>
  COMMON STOCK,
  $.15625 PAR VALUE..........       295,000                 $3.66                     $1,079,700                  $300.16
  </TABLE>
  
  (1)  This registration statement also covers an equal number of rights to
       purchase shares of Toreador Royalty Corporation's Series A Junior
       Participating Preferred Stock, par value $1.00 per share, issuable pursuant
       to Toreador Royalty Corporation's Rights Agreement, which rights will be
       transferrable only with related shares of Common Stock.
  
  (2)  This registration statement also covers such additional and indeterminate
       number of shares as may become issuable pursuant to the antidilution
       provisions of the employee benefit plan described herein and as promulgated
       by Rule 416 of the Securities Act of 1933, as amended.
  
  (3)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as
       amended, on the basis of the average of the high and low sales prices of
       the Common Stock on the National Association of Securities Dealers
       Automated Quotation National Market on October 1, 1999.
  
  
  <PAGE>   2
  
  ================================================================================
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents, which have been filed with the Securities and
  Exchange Commission (the "Commission") by Toreador Royalty Corporation (the
  "Registrant") pursuant to the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), are hereby incorporated by reference in, and shall be deemed to
  be a part of, this Registration Statement:
  
           (a) The Registrant's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1998 (Commission File No. 000-02517, filed on April 15, 1999
  with the Commission);
  
           (b) All other reports filed by the Registrant pursuant to Section 13(a)
  or 15(d) of the Exchange Act since December 31, 1998;
  
           (c) The description of the Common Stock of the Registrant contained in
  the Registration Statement filed under Section 12 of the Exchange Act
  (Commission File No. 000-02517), previously filed by the Registrant with the
  Commission, including any amendment or report filed for the purpose of updating
  such description; and
  
           (d) The description of Rights to purchase Series A Junior Participating
  Preferred Stock, par value $1.00 per share, of the Registrant (which rights are
  transferable only with related shares of Common Stock) contained in the
  Registration Statement filed under Section 12 of the Exchange Act (Commission
  File No. 000-02517), previously filed by the Registrant with the Commission,
  including any amendment or report filed for the purpose of updating such
  description.
  
           All documents filed by the Registrant pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
  Registration Statement and prior to the filing of a post-effective amendment
  which indicates that all securities offered have been sold or which deregisters
  all securities then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents.
  
  Item 4.  Description of Securities.
  
           Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
  
                                         1
  <PAGE>   3
  
  
           The Registrant is a Delaware corporation. The Certificate of
  Incorporation, as amended (the "Charter"), of the Registrant limits the
  liability of directors of the Registrant (in their capacity as directors but not
  in their capacity as officers) to the Registrant or its stockholders to the
  fullest extent permitted by Delaware law. Specifically, under Delaware law,
  directors of the Registrant will not be personally liable for monetary damages
  for breach of a director's fiduciary duty as a director, except for liability
  (i) for any breach of the director's duty of loyalty to the Registrant or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) under Section 174 of
  the Delaware General Corporation Law ("DGCL"), which relates to unlawful
  payments of dividends or unlawful stock repurchases or redemptions, or (iv) for
  any transaction from which the director derived an improper benefit.
  
           Section 145 of the DGCL provides that a Delaware corporation may
  indemnify any person against expenses, judgments, fines and amounts paid in
  settlements actually and reasonably incurred by any such person in connection
  with a threatened, pending or completed action, suit or proceeding in which he
  is involved by reason of the fact that he is or was a director, officer,
  employee or agent of such corporation, or is or was serving at the request of
  the corporation, as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise, provided
  that (i) he acted in good faith and in a manner he reasonably believed to be in
  or not opposed to the best interests of the corporation and (ii) with respect to
  any criminal action or proceeding, he had no reasonable cause to believe his
  conduct was unlawful. If the action or suit is by or in the name of the
  corporation, the corporation may indemnify any such person against expenses
  actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  corporation, except that no indemnification may be made in respect of any claim,
  issue or matter as to which such person shall have been adjudged to be liable to
  the corporation, unless and only to the extent that the Delaware Court of
  Chancery or the court in which the action or suit is brought determines upon
  application that, despite the adjudication of liability but in light of the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses as the court deems proper.
  
           The Charter of the Registrant provides for indemnification, to the
  fullest extent authorized by the Bylaws of the Registrant, the DGCL,
  indemnification contract, or otherwise. Reference is made to Article 9 of the
  Registrant's Amended and Restated Bylaws that provides for indemnification of
  directors and officers of the Registrant, subject to certain limitations.
  
           The Registrant maintains a directors' and officers' liability insurance
  policy insuring its directors and officers against certain liabilities and
  expenses incurred by them in their capacities as such and insuring the
  Registrant, under certain circumstances, in the event that indemnification
  payments are made by the Registrant to such directors and officers.
  
           The foregoing summaries are necessarily subject to the complete text of
  the statutes, Charter, Bylaws and insurance policy referred to above and are
  qualified in their entirety by reference thereto.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
  
                                          2
  
  <PAGE>   4
  
  Item 8.  Exhibits.
  
           The following is a list of exhibits filed as part of this Registration
  Statement.
  
  <TABLE>
  <CAPTION>
  Exhibit No.       Description
  -----------       -----------
  <S>               <C>
  4.1               Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan
                    Nonqualified Stock Option Agreement, dated September 24, 1998, between
                    Toreador Royalty Corporation and G. Thomas Graves III (previously filed as
                    Exhibit 10.13 to Toreador Royalty Corporation Annual Report on Form 10-K
                    for the year ended December 31, 1998, and incorporated herein by reference).
  
  4.2               Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan
                    Nonqualified Stock Option Agreement, dated September 24, 1998, between
                    Toreador Royalty Corporation and John Mark McLaughlin (previously filed as
                    Exhibit 10.14 to Toreador Royalty Corporation Annual Report on Form 10-K
                    for the year ended December 31, 1998, and incorporated herein by reference).
  
  5.1*              Opinion of Haynes and Boone, LLP.
  
  23.1*             Consent of Haynes and Boone, LLP (included in the opinion of Haynes and
                    Boone, LLP, filed herewith as Exhibit 5.1).
  
  23.2*             Consent of PricewaterhouseCoopers LLP, independent public accountants, to
                    incorporation by reference.
  
  23.3*             Consent of Harlan Consulting, independent petroleum engineers,
                    to incorporation by reference.
  
  24.1*             Power of attorney (included on signature page to this Registration Statement).
  </TABLE>
  
  
  ----------------------
  * Filed herewith.
  
  Item 9.  Undertakings.
  
           (a)      The 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, as amended (the
                    "Securities Act");
  
                             (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of this 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 this
                    Registration Statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total 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
  
  
                                         3
  <PAGE>   5
  
                    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; and
  
                             (iii) To include any material information with
                    respect to the plan of distribution not previously disclosed
                    in this Registration Statement or any material change to such
                    information in this Registration Statement;
  
           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
           Section do not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed with or furnished to the Commission by the Registrant
           pursuant to Section 13 or Section 15(d) of the Exchange Act that are
           incorporated by reference in this 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 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 Registrant hereby further 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
  Exchange Act that is incorporated by reference in this 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 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 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.
  
  
                                         4
  <PAGE>   6
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Dallas, State of Texas, on October 1, 1999.
  
  
                                       TOREADOR ROYALTY CORPORATION
                                               (Registrant)
  
  
                                       By: /s/ G. THOMAS GRAVES III
                                          ----------------------------------------
                                             G. Thomas Graves III
                                             President and Chief Executive Officer
  
  
           KNOW BY ALL MEN BY THESE PRESENTS, that each of the undersigned
  directors and officers of Toreador Royalty Corporation, a Delaware corporation,
  hereby constitutes and appoints G. Thomas Graves III his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign any
  or all amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with all exhibits thereto and other documents
  in connection therewith, with the Securities and Exchange Commission, granting
  unto said attorney-in-fact and agent, full power and authority to do and perform
  each and every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorney-in-fact and
  agent, acting alone, or his substitutes, may lawfully do or cause to be done by
  virtue hereof.
  
  
                                        5
  <PAGE>   7
  
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  
  
  
  <TABLE>
  <CAPTION>
               SIGNATURE                             CAPACITY IN WHICH SIGNED                      DATE
  -----------------------------------     -----------------------------------------------     ---------------
  <S>                                     <C>                                                 <C>
  
  
  /s/ G. THOMAS GRAVES III
  -----------------------------------     President, Chief Executive Officer and Director     October 1, 1999
  G. Thomas Graves III
  
  
  /s/ J.W. BULLION
  -----------------------------------     Secretary and Director                              October 1, 1999
  J.W. Bullion
  
  
  /s/ EDWARD NATHAN DANE
  -----------------------------------     Director                                            October 1, 1999
  Edward Nathan Dane
  
  
  /s/ PETER L. FALB
  -----------------------------------     Director                                            October 1, 1999
  Peter L. Falb
  
  
  /s/ THOMAS P. KELLOGG, JR.
  -----------------------------------     Director                                            October 1, 1999
  Thomas P. Kellogg, Jr.
  
  
  /s/ WILLIAM I. LEE
  -----------------------------------     Director                                            October 1, 1999
  William I. Lee
  
  
  /s/ JOHN MARK MCLAUGHLIN
  -----------------------------------     Chairman and Director                               October 1, 1999
  John Mark McLaughlin
  
  
  /s/ DOUGLAS WEIR
  -----------------------------------     Vice-President - Finance and Treasurer              October 1, 1999
  Douglas Weir                            (Principal Financial and Accounting Officer)
  </TABLE>
  
  
                                        6
  <PAGE>   8
  
  
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit No.       Description
  -----------       -----------
  <S>               <C>
  4.1               Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan
                    Nonqualified Stock Option Agreement, dated September 24, 1998, between
                    Toreador Royalty Corporation and G. Thomas Graves III (previously filed as
                    Exhibit 10.13 to Toreador Royalty Corporation Annual Report on Form 10-K
                    for the year ended December 31, 1998, and incorporated herein by reference).
  
  4.2               Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan
                    Nonqualified Stock Option Agreement, dated September 24, 1998, between
                    Toreador Royalty Corporation and John Mark McLaughlin (previously filed as
                    Exhibit 10.14 to Toreador Royalty Corporation Annual Report on Form 10-K
                    for the year ended December 31, 1998, and incorporated herein by reference).
  
  5.1*              Opinion of Haynes and Boone, LLP.
  
  23.1*             Consent of Haynes and Boone, LLP (included in the opinion of Haynes and
                    Boone, LLP, filed herewith as Exhibit 5.1).
  
  23.2*             Consent of PricewaterhouseCoopers LLP, independent public accountants, to
                    incorporation by reference.
  
  23.3*             Consent of Harlan Consulting, independent petroleum engineers,
                    to incorporation by reference.
  
  24.1*             Power of attorney (included on signature page to this Registration Statement).
  </TABLE>
  
  
  ------------------------
  * Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21939}]
metadata_filer: {"company-data": {"conformed-name": "TOREADOR ROYALTY CORP", "cik": "0000098720", "assigned-sic": "1311", "irs-number": "750991164", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88475", "film-number": "99723258"}, "business-address": {"street1": "4809 COLE AVENUE SUITE 108", "city": "DALLAS", "state": "TX", "zip": "75205", "phone": "2143690080"}, "mail-address": {"street1": "4809 COLE AVENUE SUITE 108", "city": "DALLAS", "state": "TX", "zip": "75205"}}
text: 1
      As filed with the Securities and Exchange Commission on October 5, 1999
                                                    Registration No. 333-_________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                         ----------------------------------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                            TOREADOR ROYALTY CORPORATION
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                             75-0991164
    (State or other jurisdiction                                (I.R.S. Employer
  of incorporation or organization)                            Identification No.)
  
        4809 COLE AVENUE, SUITE 108
               DALLAS, TEXAS                                          75205
  (Address of Principal Executive Offices)                          (Zip Code)
  
                     AMENDED AND RESTATED 1990 STOCK OPTION PLAN
                              (Full title of the plan)
  
                         ----------------------------------
                                G. THOMAS GRAVES III
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            TOREADOR ROYALTY CORPORATION
                             4809 COLE AVENUE, SUITE 108
                                 DALLAS, TEXAS 75205
                       (Name and address of agent for service)
  
                                   (214) 559-3933
            (Telephone number, including area code, of agent for service)
  
                                      Copy to:
                                  JANICE V. SHARRY
                                HAYNES AND BOONE, LLP
                             901 MAIN STREET, SUITE 3100
                                 DALLAS, TEXAS 75202
                                   (214) 651-5562
  
                           CALCULATION OF REGISTRATION FEE
  Title of Securities        Amount To Be    Proposed Maximum Offering        Proposed Maximum              Amount of
       To Be Registered(1)       Registered(2)        Price per Share(3)      Aggregate Offering Price(3)   Registration Fee(3)
       -------------------       -------------    -------------------------   ---------------------------   -------------------
  COMMON STOCK,
  $.15625 PAR VALUE..........       295,000                 $3.66                     $1,079,700                  $300.16
  (1)  This registration statement also covers an equal number of rights to
       purchase shares of Toreador Royalty Corporation's Series A Junior
       Participating Preferred Stock, par value $1.00 per share, issuable pursuant
       to Toreador Royalty Corporation's Rights Agreement, which rights will be
       transferrable only with related shares of Common Stock.
  
  (2)  This registration statement also covers such additional and indeterminate
       number of shares as may become issuable pursuant to the antidilution
       provisions of the employee benefit plan described herein and as promulgated
       by Rule 416 of the Securities Act of 1933, as amended.
  
  (3)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as
       amended, on the basis of the average of the high and low sales prices of
       the Common Stock on the National Association of Securities Dealers
       Automated Quotation National Market on October 1, 1999.
  2
  
  ================================================================================
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents, which have been filed with the Securities and
  Exchange Commission (the "Commission") by Toreador Royalty Corporation (the
  "Registrant") pursuant to the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), are hereby incorporated by reference in, and shall be deemed to
  be a part of, this Registration Statement:
  
           (a) The Registrant's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1998 (Commission File No. 000-02517, filed on April 15, 1999
  with the Commission);
  
           (b) All other reports filed by the Registrant pursuant to Section 13(a)
  or 15(d) of the Exchange Act since December 31, 1998;
  
           (c) The description of the Common Stock of the Registrant contained in
  the Registration Statement filed under Section 12 of the Exchange Act
  (Commission File No. 000-02517), previously filed by the Registrant with the
  Commission, including any amendment or report filed for the purpose of updating
  such description; and
  
           (d) The description of Rights to purchase Series A Junior Participating
  Preferred Stock, par value $1.00 per share, of the Registrant (which rights are
  transferable only with related shares of Common Stock) contained in the
  Registration Statement filed under Section 12 of the Exchange Act (Commission
  File No. 000-02517), previously filed by the Registrant with the Commission,
  including any amendment or report filed for the purpose of updating such
  description.
  
           All documents filed by the Registrant pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
  Registration Statement and prior to the filing of a post-effective amendment
  which indicates that all securities offered have been sold or which deregisters
  all securities then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents.
  
  Item 4.  Description of Securities.
  
           Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
                                         1
  3
  
           The Registrant is a Delaware corporation. The Certificate of
  Incorporation, as amended (the "Charter"), of the Registrant limits the
  liability of directors of the Registrant (in their capacity as directors but not
  in their capacity as officers) to the Registrant or its stockholders to the
  fullest extent permitted by Delaware law. Specifically, under Delaware law,
  directors of the Registrant will not be personally liable for monetary damages
  for breach of a director's fiduciary duty as a director, except for liability
  (i) for any breach of the director's duty of loyalty to the Registrant or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) under Section 174 of
  the Delaware General Corporation Law ("DGCL"), which relates to unlawful
  payments of dividends or unlawful stock repurchases or redemptions, or (iv) for
  any transaction from which the director derived an improper benefit.
  
           Section 145 of the DGCL provides that a Delaware corporation may
  indemnify any person against expenses, judgments, fines and amounts paid in
  settlements actually and reasonably incurred by any such person in connection
  with a threatened, pending or completed action, suit or proceeding in which he
  is involved by reason of the fact that he is or was a director, officer,
  employee or agent of such corporation, or is or was serving at the request of
  the corporation, as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise, provided
  that (i) he acted in good faith and in a manner he reasonably believed to be in
  or not opposed to the best interests of the corporation and (ii) with respect to
  any criminal action or proceeding, he had no reasonable cause to believe his
  conduct was unlawful. If the action or suit is by or in the name of the
  corporation, the corporation may indemnify any such person against expenses
  actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  corporation, except that no indemnification may be made in respect of any claim,
  issue or matter as to which such person shall have been adjudged to be liable to
  the corporation, unless and only to the extent that the Delaware Court of
  Chancery or the court in which the action or suit is brought determines upon
  application that, despite the adjudication of liability but in light of the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses as the court deems proper.
  
           The Charter of the Registrant provides for indemnification, to the
  fullest extent authorized by the Bylaws of the Registrant, the DGCL,
  indemnification contract, or otherwise. Reference is made to Article 9 of the
  Registrant's Amended and Restated Bylaws that provides for indemnification of
  directors and officers of the Registrant, subject to certain limitations.
  
           The Registrant maintains a directors' and officers' liability insurance
  policy insuring its directors and officers against certain liabilities and
  expenses incurred by them in their capacities as such and insuring the
  Registrant, under certain circumstances, in the event that indemnification
  payments are made by the Registrant to such directors and officers.
  
           The foregoing summaries are necessarily subject to the complete text of
  the statutes, Charter, Bylaws and insurance policy referred to above and are
  qualified in their entirety by reference thereto.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
                                          2
  4
  
  Item 8.  Exhibits.
  
           The following is a list of exhibits filed as part of this Registration
  Statement.
  Exhibit No.       Description
  -----------       -----------
  4.1               Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan
                    Nonqualified Stock Option Agreement, dated September 24, 1998, between
                    Toreador Royalty Corporation and G. Thomas Graves III (previously filed as
                    Exhibit 10.13 to Toreador Royalty Corporation Annual Report on Form 10-K
                    for the year ended December 31, 1998, and incorporated herein by reference).
  
  4.2               Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan
                    Nonqualified Stock Option Agreement, dated September 24, 1998, between
                    Toreador Royalty Corporation and John Mark McLaughlin (previously filed as
                    Exhibit 10.14 to Toreador Royalty Corporation Annual Report on Form 10-K
                    for the year ended December 31, 1998, and incorporated herein by reference).
  
  5.1*              Opinion of Haynes and Boone, LLP.
  
  23.1*             Consent of Haynes and Boone, LLP (included in the opinion of Haynes and
                    Boone, LLP, filed herewith as Exhibit 5.1).
  
  23.2*             Consent of PricewaterhouseCoopers LLP, independent public accountants, to
                    incorporation by reference.
  
  23.3*             Consent of Harlan Consulting, independent petroleum engineers,
                    to incorporation by reference.
  
  24.1*             Power of attorney (included on signature page to this Registration Statement).
  ----------------------
  * Filed herewith.
  
  Item 9.  Undertakings.
  
           (a)      The 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, as amended (the
                    "Securities Act");
  
                             (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of this 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 this
                    Registration Statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total 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
  
                                         3
  5
  
                    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; and
  
                             (iii) To include any material information with
                    respect to the plan of distribution not previously disclosed
                    in this Registration Statement or any material change to such
                    information in this Registration Statement;
  
           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
           Section do not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed with or furnished to the Commission by the Registrant
           pursuant to Section 13 or Section 15(d) of the Exchange Act that are
           incorporated by reference in this 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 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 Registrant hereby further 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
  Exchange Act that is incorporated by reference in this 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 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 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.
  
                                         4
  6
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Dallas, State of Texas, on October 1, 1999.
  
                                       TOREADOR ROYALTY CORPORATION
                                               (Registrant)
  
                                       By: /s/ G. THOMAS GRAVES III
                                          ----------------------------------------
                                             G. Thomas Graves III
                                             President and Chief Executive Officer
  
           KNOW BY ALL MEN BY THESE PRESENTS, that each of the undersigned
  directors and officers of Toreador Royalty Corporation, a Delaware corporation,
  hereby constitutes and appoints G. Thomas Graves III his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign any
  or all amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with all exhibits thereto and other documents
  in connection therewith, with the Securities and Exchange Commission, granting
  unto said attorney-in-fact and agent, full power and authority to do and perform
  each and every act and thing requisite and necessary to be done in and about the
  premises, as fully to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorney-in-fact and
  agent, acting alone, or his substitutes, may lawfully do or cause to be done by
  virtue hereof.
  
                                        5
  7
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  SIGNATURE                             CAPACITY IN WHICH SIGNED                      DATE
  -----------------------------------     -----------------------------------------------     ---------------
  /s/ G. THOMAS GRAVES III
  -----------------------------------     President, Chief Executive Officer and Director     October 1, 1999
  G. Thomas Graves III
  
  /s/ J.W. BULLION
  -----------------------------------     Secretary and Director                              October 1, 1999
  J.W. Bullion
  
  /s/ EDWARD NATHAN DANE
  -----------------------------------     Director                                            October 1, 1999
  Edward Nathan Dane
  
  /s/ PETER L. FALB
  -----------------------------------     Director                                            October 1, 1999
  Peter L. Falb
  
  /s/ THOMAS P. KELLOGG, JR.
  -----------------------------------     Director                                            October 1, 1999
  Thomas P. Kellogg, Jr.
  
  /s/ WILLIAM I. LEE
  -----------------------------------     Director                                            October 1, 1999
  William I. Lee
  
  /s/ JOHN MARK MCLAUGHLIN
  -----------------------------------     Chairman and Director                               October 1, 1999
  John Mark McLaughlin
  
  /s/ DOUGLAS WEIR
  -----------------------------------     Vice-President - Finance and Treasurer              October 1, 1999
  Douglas Weir                            (Principal Financial and Accounting Officer)
  6
  8
  
                                 INDEX TO EXHIBITS
  Exhibit No.       Description
  -----------       -----------
  4.1               Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan
                    Nonqualified Stock Option Agreement, dated September 24, 1998, between
                    Toreador Royalty Corporation and G. Thomas Graves III (previously filed as
                    Exhibit 10.13 to Toreador Royalty Corporation Annual Report on Form 10-K
                    for the year ended December 31, 1998, and incorporated herein by reference).
  
  4.2               Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan
                    Nonqualified Stock Option Agreement, dated September 24, 1998, between
                    Toreador Royalty Corporation and John Mark McLaughlin (previously filed as
                    Exhibit 10.14 to Toreador Royalty Corporation Annual Report on Form 10-K
                    for the year ended December 31, 1998, and incorporated herein by reference).
  
  5.1*              Opinion of Haynes and Boone, LLP.
  
  23.1*             Consent of Haynes and Boone, LLP (included in the opinion of Haynes and
                    Boone, LLP, filed herewith as Exhibit 5.1).
  
  23.2*             Consent of PricewaterhouseCoopers LLP, independent public accountants, to
                    incorporation by reference.
  
  23.3*             Consent of Harlan Consulting, independent petroleum engineers,
                    to incorporation by reference.
  
  24.1*             Power of attorney (included on signature page to this Registration Statement).
  ------------------------
  * Filed herewith.