content: <PAGE>   1
      As filed with the Securities and Exchange Commission on November 25, 1998
  
                                                      Registration No. 333-
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             QUEEN SAND RESOURCES, INC.
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
           <S>                                                        <C>
                           DELAWARE                                                75-2615565
                (State or other jurisdiction of                       (I.R.S. Employer Identification No.)
                 incorporation or organization)
  
                   3500 OAK LAWN, SUITE 380
                         DALLAS, TEXAS                                             75219-4398
           (Address of Principal Executive Offices)                                (Zip Code)
  </TABLE>
  
                -----------------------------------------------------
  
  
                QUEEN SAND RESOURCES, INC. 1997 INCENTIVE EQUITY PLAN
  
                        QUEEN SAND RESOURCES, INC. DIRECTORS'
                           NONQUALIFIED STOCK OPTION PLAN
                              (Full title of the Plans)
  
                -----------------------------------------------------
  
  
                                  ROBERT P. LINDSAY
                               CHIEF OPERATING OFFICER
                              3500 OAK LAWN, SUITE 380
                              DALLAS, TEXAS 75219-4398
                       (Name and address of agent for service)
  
                                   (214) 521-9959
            (Telephone number, including area code, of agent for service)
  
                                   With copies to:
                                  WILLIAM L. BOEING
                                HAYNES AND BOONE, LLP
                                   901 MAIN STREET
                                     SUITE 3100
                              DALLAS, TEXAS 75202-3789
                                   (214) 651-5000
  
                -----------------------------------------------------
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ------------------------------------------------------------------------------------------------------------------------
       TITLE OF SECURITIES              AMOUNT           MAXIMUM OFFERING        PROPOSED MAXIMUM           AMOUNT OF
         TO BE REGISTERED         TO BE REGISTERED(1)   PRICE PER SHARE(2)  AGGREGATE OFFERING PRICE(2) REGISTRATION FEE(2)
  ------------------------------------------------------------------------------------------------------------------------
  <S>                             <C>                   <C>                 <C>                         <C>
  Common Stock,                        
    $.0015 par value............       3,500,000              $6.00                $21,000,000                $5,838
  ------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  The number of shares being registered represents (i) 3,000,000 shares being
       registered under the Queen Sand Resources, Inc. 1997 Incentive Equity Plan
       and (ii) 500,000 shares being registered under the Queen Sand Resources,
       Inc. Directors' Nonqualified Stock Option Plan. The amount to be registered
       also includes such indeterminate number of shares as may be issued to
       prevent dilution resulting from stock splits, stock dividends or similar
       transactions in accordance with Rule 416 promulgated under the Securities
       Act of 1933.
  (2)  The offering price per share, the aggregate offering price and the
       registration fee have been calculated in accordance with paragraphs (c) and
       (h)(1) of Rule 457 promulgated under the Securities Act of 1933 based on
       the average of the high and low sale prices for the Company's Common Stock
       reported on the Nasdaq SmallCap Market on November 23, 1998 ($6.00 per
       share).
  
  --------------------------------------------------------------------------------
  
  
  <PAGE>   2
  
  
  
                             QUEEN SAND RESOURCES, INC.
  
                          3,500,000 Shares of Common Stock
  
  
                                       PART II
  
                 INFORMATION REQUESTED IN THE REGISTRATION STATEMENT
  
  Item 3.    Incorporation of Documents by Reference
  
             Queen Sand Resources, Inc. (the "Company") hereby incorporates by
  reference the following documents filed with the Securities and Exchange
  Commission (the "Commission"):
  
                      a)       The Company's Annual Report on Form 10-KSB for the
                               fiscal year ended June 30, 1998;
  
                      b)       The Company's Quarterly Report on Form 10-Q for the
                               quarter ended September 30, 1998;
  
                      c)       The description of the Company's Common Stock
                               contained in the Company's Registration Statement
                               on Form 10-SB/A filed on January 23, 1997; and
  
                      d)       All documents subsequently filed by the Company
                               pursuant to Sections 13(a), 13(c), 14, and 15(d) of
                               the Securities Exchange Act of 1934, as amended,
                               prior to the filing of a post-effective amendment
                               that indicates that all securities offered
                               hereunder have been sold or that deregisters all
                               securities then remaining unsold, shall be deemed
                               to be incorporated by reference herein and to be a
                               part hereof from the date such documents are filed.
                               Any statement contained in a document incorporated
                               or deemed to be incorporated by reference herein
                               shall be deemed to be modified or superseded for
                               purposes of this Registration Statement to the
                               extent that a statement contained herein or in any
                               other subsequently filed document which also is or
                               is deemed to be incorporated by reference in this
                               Registration Statement modifies or supersedes such
                               statement.
  
  
  ITEM 4.    DESCRIPTION OF SECURITIES
  
             Not applicable.
  
  
  ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL
  
             Not applicable.
  
  
  ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
             The Company's Restated Certificate of Incorporation, as amended (the
  "Certificate of Incorporation"), provides that no director of the Company will
  be personally liable to the Company or any of its stockholders for monetary
  damages arising from the director's breach of fiduciary duty as a director.
  However, this does not apply with respect to any action in which the director
  would be liable under Section 174 of the General Corporation Law of the State of
  Delaware ("Delaware Code") nor does it apply
  
  
  
  
  <PAGE>   3
  
  
  
  with respect to any liability in which the director (i) breached his duty of
  loyalty to the Company or its stockholders; (ii) did not act in good faith or,
  in failing to act, did not act in good faith; (iii) acted in a manner involving
  intentional misconduct or a knowing violation of law or, in failing to act,
  shall have acted in a manner involving intentional misconduct or a knowing
  violation of law; or (iv) derived an improper personal benefit.
  
             The Certificate of Incorporation of the Company provides that the
  Company shall indemnify its directors and officers and former directors and
  officers to the fullest extent permitted by the Delaware Code. Pursuant to the
  provisions of Section 145 of the Delaware Code, the Company has the power to
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending, or completed action, suit, or proceeding (other than
  an action by or in the right of the Company) by reason of the fact that he is or
  was a director, officer, employee, or agent of the Company, against any and all
  expenses, judgments, fines and amounts paid in settlement actually and
  reasonably incurred in connection with such action, suit, or proceeding. The
  power to indemnify applies only if such person acted in good faith and in a
  manner he reasonably believed to be in the best interest, or not opposed to the
  best interest, of the Company and with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful.
  
             The power to indemnify applies to actions brought by or in the right
  of the Company as well, but only to the extent of defense and settlement
  expenses and not to any satisfaction of a judgment or settlement of the claim
  itself and with the further limitation that in such actions no indemnification
  shall be made in the event of any adjudication of negligence or misconduct
  unless the court, in its discretion, believes that in light of all the
  circumstances indemnification should apply.
  
             The statute further specifically provides that the indemnification
  authorized thereby shall not be deemed exclusive of any other rights to which
  any such officer or director may be entitled under any bylaws, agreements, vote
  of stockholders or disinterested directors, or otherwise.
  
             Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers or persons controlling
  the Company pursuant to the foregoing provisions, the Company has been advised
  that in the opinion of the Commission such indemnification is against public
  policy as expressed in the Securities Act and is therefore unenforceable.
  
  
  ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED
  
             Not applicable.
  
  
  ITEM 8.    EXHIBITS
  
  Exhibit No.         Description of Exhibits
  -----------         -----------------------
  
        4.1  -        Restated Certificate of Incorporation of the Company, filed
                      as an Exhibit to the Company's Registration Statement on
                      Form S-3 filed with the Securities and Exchange Commission
                      on March 9, 1998, which Exhibit is incorporated herein by
                      reference.
  
        4.2  -        Certificate of Designation of Series C Convertible Preferred
                      Stock of the Company, filed as an Exhibit to the Company's
                      Current Report on Form 8-K dated December 24, 1997, which
                      Exhibit is incorporated herein by reference.
  
        4.3  -        Amended and Restated Bylaws of the Company, filed as an
                      Exhibit to the Company's Current Report on Form 8-K dated
                      March 27, 1997, which Exhibit is incorporated herein by
                      reference.
  
  
  
                                        - 2 -
  
  <PAGE>   4
  
  
  Exhibit No.         Description of Exhibits
  -----------         -----------------------
  
        4.4  -        Queen Sand Resources 1997 Incentive Equity Plan, filed as an
                      Exhibit to the Company's Registration Statement on Form S-4
                      filed with the Securities and Exchange Commission on August
                      13, 1998, which Exhibit is incorporated herein by reference.
  
        4.5  -        Queen Sand Resources, Inc. Directors' Nonqualified Stock
                      Option Plan, filed as Appendix A to the Company's Definitive
                      Proxy Statement on Schedule 14A dated October 23, 1998 and
                      incorporated by reference herein.
  
        4.6  -        Stockholders' Agreement dated as of May 6, 1997, among the
                      Company, Bruce I. Benn, Edward J. Munden, Ronald I. Benn,
                      Robert P. Lindsay, EIBOC Investments Ltd. and Joint Energy
                      Development Investments Limited Partnership ("JEDI"), filed
                      as an Exhibit to the Company's Current Report on Form 8-K
                      dated May 6, 1997, which Exhibit is incorporated herein by
                      reference.
  
        4.7  -        Indenture, dated July 1, 1998, in regard to 12 1/2% Senior
                      Notes due 2008 by and among the Company and certain of its
                      subsidiaries and Harris Trust and Savings Bank, as Trustee,
                      filed as an Exhibit to the Company's Current Report on Form
                      8-K dated July 8, 1998, which Exhibit is incorporated herein
                      by reference.
  
        4.8  -        Common Stock Purchase Warrant Representing Right to Purchase
                      100,000 Shares of Common Stock of the Company issued to
                      Forseti Investments Ltd. on May 6, 1997 and assigned to CSM
                      GmbH, filed as an Exhibit to the Company's Current Report on
                      Form 8-K dated May 6, 1997, which Exhibit is incorporated
                      herein by reference.
  
        4.9  -        Common Stock Purchase Warrant Representing Right to Purchase
                      1,000,000 Shares of Common Stock of the Company issued to
                      Forseti Investments Ltd. on May 6, 1997 and assigned to CSM
                      GmbH, filed as an Exhibit to the Company's Current Report on
                      Form 8-K dated May 6, 1997, which Exhibit is incorporated
                      herein by reference.
  
        4.10 -        Common Stock Purchase Warrant Representing Right to Purchase
                      28,066 Shares of Common Stock of the Company dated July 22,
                      1998 issued to JEDI, filed as an Exhibit to the Company's
                      Registration Statement on Form S-4 (no. 333-61403), which
                      Exhibit is incorporated herein by reference.
  
        4.11 -        Common Stock Purchase Warrant Representing Right to Purchase
                      1,697,881 Shares of Common Stock of the Company dated July
                      22, 1998 issued to JEDI, filed as an Exhibit to the
                      Company's Registration Statement on Form S-4 (no.
                      333-61403), which Exhibit is incorporated herein by
                      reference.
  
        4.12 -        Form of Common Stock Purchase Warrant dated December 24,
                      1997 and issued to certain institutional investors, filed as
                      an Exhibit to the Company's Current Report on Form 8-K dated
                      December 24, 1997, which Exhibit is incorporated herein by
                      reference.
  
        4.13 -        Form of Common Stock Purchase Warrant issued to certain
                      investors effective July 8, 1998, filed as an Exhibit to the
                      Company's Current Report on Form 8-K dated July 8, 1998,
                      which Exhibit is incorporated herein by reference.
  
        4.14 -        Registration Rights Agreement between the Company and
                      Collins and Ware, Inc., dated August 1, 1997, filed as an
                      Exhibit to the Company's Registration Statement on Form S-4
                      (no. 333-61403), which Exhibit is incorporated herein by
                      reference.
  
  
  
  
                                        - 3 -
  
  <PAGE>   5
  
  
  Exhibit No.         Description of Exhibits
  -----------         -----------------------
  
        4.15 -        Registration Rights Agreement between the Company and Riata
                      Energy, et. al dated April 9, 1998, filed as an Exhibit to
                      the Company's Registration Statement on Form S-4 (no.
                      333-61403), which Exhibit is incorporated herein by
                      reference.
  
        4.16 -        Registration Rights Agreement among the Company and certain
                      institutional investors named therein, dated December 24,
                      1997, filed as an Exhibit to the Company's Current Report on
                      Form 8-K dated December 24, 1997, which Exhibit is
                      incorporated herein by reference.
  
        4.17 -        Registration Rights Agreement by and between the Company and
                      JEDI dated May 6, 1997, filed as an Exhibit to the Company's
                      Current Report on Form 8-K dated May 6, 1997, which Exhibit
                      is incorporated herein by reference.
  
        4.18 -        Registration Rights Agreement dated as of December 29, 1997
                      among the Company, the ECT Agent and JEDI, filed as an
                      Exhibit to the Company's Quarterly Report on Form 10-QSB for
                      the quarter ended December 30, 1997, which Exhibit is
                      incorporated herein by reference.
  
        4.19 -        Registration Rights Agreement dated as of July 8, 1998 among
                      the Company and the buyers signatory thereto, filed as an
                      Exhibit to the Company's Current Report on Form 8-K dated
                      July 8, 1998, which Exhibit is incorporated herein by
                      reference.
  
        4.20 -        Common Stock Purchase Warrant Representing Right to Purchase
                      48,701 Shares of Common Stock of the Company dated August
                      19, 1998 and issued to JEDI, filed as an Exhibit to the
                      Company's Annual Report on Form 10-KSB for the fiscal year
                      ended June 30, 1998, which Exhibit is incorporated herein by
                      reference.
  
        5.1* -        Opinion of Haynes and Boone, LLP with respect to validity of
                      the issuance of the securities.
  
       23.1* -        Consent of Ernst & Young LLP, independent auditors.
  
       23.2* -        Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
  
       23.3* -        Consent of H.J. Gruy and Associates, Inc., independent
                      petroleum engineers.
  
       23.4* -        Consent of Ryder Scott Company, independent petroleum
                      engineers.
  
       23.5* -        Consent of Harper and Associates, independent petroleum
                      engineers.
  
       24.1* -        Power of attorney of the directors of the Company (included
                      on the signature page of the Registration Statement).
  
  -----------
  
  * Filed herewith
  
  
  
  
  
                                        - 4 -
  
  <PAGE>   6
  
  
  
  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; and
  
                               (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) will not
             apply if the information required to be included in a post-effective
             amendment by those paragraphs is contained in periodic reports filed
             by the registrant pursuant to Section 13 or Section 15(d) of the
             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; and
  
                      (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 Commission such
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will , unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
  
  
  
  
                                        - 5 -
  
  <PAGE>   7
  
  
  
                          SIGNATURES AND POWER OF ATTORNEY
  
  
  The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
  Company certifies that it has reasonable grounds to believe that it meets all of
  the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on the 25th day of November,
  1998.
  
  
                                        QUEEN SAND RESOURCES, INC.
  
  
                                        By: /s/ EDWARD J. MUNDEN
                                            --------------------------------------
                                        Name:  Edward J. Munden
                                        Title: Chairman, President and Chief 
                                               Executive Officer
  
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  constitutes and appoints each of Robert P. Lindsay and William W. Lesikar, his
  true and lawful attorneys-in-fact and agents, with full power of substitution
  and resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign, execute and file with the Securities and Exchange
  Commission and any state securities regulatory board or commission any documents
  relating to the proposed issuance and registration of the securities offered
  pursuant to this Registration Statement on Form S-8 under the Securities Act of
  1933, including any amendment or amendments relating thereto (and any additional
  Registration Statement related hereto permitted by Rule 462(b) promulgated under
  the Securities Act of 1933, including any amendment or amendments relating
  thereto), with all exhibits and any and all documents required to be filed with
  respect thereto with any regulatory authority, granting unto said
  attorneys-in-fact and agents, and each of them, 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 in order to effectuate the same as fully to all intents
  and purposes as he might or could do if personally present, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, or either of them, or
  their or his substitute or substitutes, may lawfully do or cause to be done.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities indicated
  on the 25th day of November, 1998.
  
  <TABLE>
  <CAPTION>
  Signature                                            Title
  ---------                                            -----
  <S>                                                  <C>
  /s/ EDWARD J. MUNDEN                                 Chairman of the Board, President, Chief Executive
  -----------------------------------                    Officer and Director (principal executive officer)
  Edward J. Munden                                       
  
  /s/ BRUCE I. BENN                                    Executive Vice President, Secretary and Director
  -----------------------------------
  Bruce I. Benn
  
  /s/ RONALD I. BENN                                   Chief Financial Officer (principal financial officer
  -----------------------------------                    and accounting officer)
  Ronald I. Benn                                         
  </TABLE>
  
  
  
  
  
  
  
  <PAGE>   8
  
  
  
  <TABLE>
  <CAPTION>
  Signature                                            Title
  ---------                                            -----
  <S>                                                  <C>
  /s/ ROBERT P. LINDSAY                                Chief Operating Officer, Executive Vice President
  -----------------------------------                    and Director
  Robert P. Lindsay                                      
  
  /s/ TED COLLINS, JR.                                 Director
  -----------------------------------
  Ted Collins, Jr.
  
  /s/ ELI REBICH                                       Director
  -----------------------------------
  Eli Rebich
  </TABLE>
  
  
  
  
  
  
  <PAGE>   9
  
  
  
                                    EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.         Description of Exhibits
  -----------         -----------------------
  <S>                 <C>
        4.1  -        Restated Certificate of Incorporation of the Company, filed
                      as an Exhibit to the Company's Registration Statement on
                      Form S-3 filed with the Securities and Exchange Commission
                      on March 9, 1998, which Exhibit is incorporated herein by
                      reference.
  
        4.2  -        Certificate of Designation of Series C Convertible Preferred
                      Stock of the Company, filed as an Exhibit to the Company's
                      Current Report on Form 8-K dated December 24, 1997, which
                      Exhibit is incorporated herein by reference.
  
        4.3  -        Amended and Restated Bylaws of the Company, filed as an
                      Exhibit to the Company's Current Report on Form 8-K dated
                      March 27, 1997, which Exhibit is incorporated herein by
                      reference.
  
        4.4  -        Queen Sand Resources 1997 Incentive Equity Plan, filed as
                      an Exhibit to the Company's Registration Statement on Form
                      S-4 filed with the Securities and Exchange Commission on
                      August 13, 1998, which Exhibit is incorporated herein by
                      reference.
  
        4.5  -        Queen Sand Resources, Inc. Directors' Nonqualified Stock
                      Option Plan, filed as Appendix A to the Company's Definitive
                      Proxy Statement on Schedule 14A dated October 23, 1998 and
                      incorporated by reference herein.
  
        4.6  -        Stockholders' Agreement dated as of May 6, 1997, among the
                      Company, Bruce I. Benn, Edward J. Munden, Ronald I. Benn,
                      Robert P. Lindsay, EIBOC Investments Ltd. and Joint Energy
                      Development Investments Limited Partnership ("JEDI"), filed
                      as an Exhibit to the Company's Current Report on Form 8-K
                      dated May 6, 1997, which Exhibit is incorporated herein by
                      reference.
  
        4.7  -        Indenture, dated July 1, 1998, in regard to 12 1/2% Senior
                      Notes due 2008 by and among the Company and certain of its
                      subsidiaries and Harris Trust and Savings Bank, as Trustee,
                      filed as an Exhibit to the Company's Current Report on Form
                      8-K dated July 8, 1998, which Exhibit is incorporated herein
                      by reference.
  
        4.8  -        Common Stock Purchase Warrant Representing Right to Purchase
                      100,000 Shares of Common Stock of the Company issued to
                      Forseti Investments Ltd. on May 6, 1997 and assigned to CSM
                      GmbH, filed as an Exhibit to the Company's Current Report on
                      Form 8-K dated May 6, 1997, which Exhibit is incorporated
                      herein by reference.
  
        4.9  -        Common Stock Purchase Warrant Representing Right to Purchase
                      1,000,000 Shares of Common Stock of the Company issued to
                      Forseti Investments Ltd. on May 6, 1997 and assigned to CSM
                      GmbH, filed as an Exhibit to the Company's Current Report on
                      Form 8-K dated May 6, 1997, which Exhibit is incorporated
                      herein by reference.
  
        4.10 -        Common Stock Purchase Warrant Representing Right to Purchase
                      28,066 Shares of Common Stock of the Company dated July 22,
                      1998 issued to JEDI, filed as an Exhibit to the Company's
                      Registration Statement on Form S-4 (no. 333-61403), which
                      Exhibit is incorporated herein by reference.
  </TABLE>
  
  
  
  
  
  <PAGE>   10
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.         Description of Exhibits
  -----------         -----------------------
  <S>                 <C>
        4.11 -        Common Stock Purchase Warrant Representing Right to Purchase
                      1,697,881 Shares of Common Stock of the Company dated July
                      22, 1998 issued to JEDI, filed as an Exhibit to the
                      Company's Registration Statement on Form S-4 (no.
                      333-61403), which Exhibit is incorporated herein by
                      reference.
  
        4.12 -        Form of Common Stock Purchase Warrant dated December 24,
                      1997 and issued to certain institutional investors, filed as
                      an Exhibit to the Company's Current Report on Form 8-K dated
                      December 24, 1997, which Exhibit is incorporated herein by
                      reference.
  
        4.13 -        Form of Common Stock Purchase Warrant issued to certain
                      investors effective July 8, 1998, filed as an Exhibit to the
                      Company's Current Report on Form 8-K dated July 8, 1998,
                      which Exhibit is incorporated herein by reference.
  
        4.14 -        Registration Rights Agreement between the Company and
                      Collins and Ware, Inc., dated August 1, 1997, filed as an
                      Exhibit to the Company's Registration Statement on Form S-4
                      (no. 333-61403), which Exhibit is incorporated herein by
                      reference.
  
        4.15 -        Registration Rights Agreement between the Company and Riata
                      Energy, et. al dated April 9, 1998, filed as an Exhibit to
                      the Company's Registration Statement on Form S-4 (no.
                      333-61403), which Exhibit is incorporated herein by
                      reference.
  
        4.16 -        Registration Rights Agreement among the Company and certain
                      institutional investors named therein, dated December 24,
                      1997, filed as an Exhibit to the Company's Current Report on
                      Form 8-K dated December 24, 1997, which Exhibit is
                      incorporated herein by reference.
  
        4.17 -        Registration Rights Agreement by and between the Company and
                      JEDI dated May 6, 1997, filed as an Exhibit to the Company's
                      Current Report on Form 8-K dated May 6, 1997, which Exhibit
                      is incorporated herein by reference.
  
        4.18 -        Registration Rights Agreement dated as of December 29, 1997
                      among the Company, the ECT Agent and JEDI, filed as an
                      Exhibit to the Company's Quarterly Report on Form 10-QSB for
                      the quarter ended December 30, 1997, which Exhibit is
                      incorporated herein by reference.
  
        4.19 -        Registration Rights Agreement dated as of July 8, 1998
                      among the Company and the buyers signatory thereto, filed as
                      an Exhibit to the Company's Current Report on Form 8-K dated
                      July 8, 1998, which Exhibit is incorporated herein by
                      reference.
  
        4.20 -        Common Stock Purchase Warrant Representing Right to Purchase
                      48,701 Shares of Common Stock of the Company dated August
                      19, 1998 and issued to JEDI, filed as an Exhibit to the
                      Company's Annual Report on Form 10-KSB for the fiscal year
                      ended June 30, 1998, which Exhibit is incorporated herein by
                      reference.
  
        5.1* -        Opinion of Haynes and Boone, LLP with respect to validity of
                      the issuance of the securities.
  
       23.1* -        Consent of Ernst & Young LLP, independent auditors.
  
       23.2* -        Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
  
       23.3* -        Consent of H.J. Gruy and Associates, Inc., independent
                      petroleum engineers.
  </TABLE>
  
  
  
  
  <PAGE>   11
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.         Description of Exhibits
  -----------         -----------------------
  <S>                 <C>
       23.4* -        Consent of Ryder Scott Company, independent petroleum
                      engineers.
  
       23.5* -        Consent of Harper and Associates, independent petroleum
                      engineers.
  
       24.1* -        Power of attorney of the directors of the Company (included
                      on the signature page of the Registration Statement).
  </TABLE>
  
  -----------
  
  * Filed herewith
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metadata_filer: {"company-data": {"conformed-name": "QUEEN SAND RESOURCES INC", "cik": "0000943548", "assigned-sic": "1000", "irs-number": "752615565", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67951", "film-number": "98759340"}, "business-address": {"street1": "3500 OAK LAWN", "street2": "STE 380, LB #31", "city": "DALLAS", "state": "TX", "zip": "75219-4398", "phone": "2145219959"}, "mail-address": {"street1": "3500 OAK LAWN", "street2": "SUITE 380 LB #31", "city": "DALLAS", "state": "TX", "zip": "75219-4398"}}
text: 1
      As filed with the Securities and Exchange Commission on November 25, 1998
  
                                                      Registration No. 333-
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             QUEEN SAND RESOURCES, INC.
               (Exact name of registrant as specified in its charter)
  DELAWARE                                                75-2615565
                (State or other jurisdiction of                       (I.R.S. Employer Identification No.)
                 incorporation or organization)
  
                   3500 OAK LAWN, SUITE 380
                         DALLAS, TEXAS                                             75219-4398
           (Address of Principal Executive Offices)                                (Zip Code)
  -----------------------------------------------------
  
                QUEEN SAND RESOURCES, INC. 1997 INCENTIVE EQUITY PLAN
  
                        QUEEN SAND RESOURCES, INC. DIRECTORS'
                           NONQUALIFIED STOCK OPTION PLAN
                              (Full title of the Plans)
  
                -----------------------------------------------------
  
                                  ROBERT P. LINDSAY
                               CHIEF OPERATING OFFICER
                              3500 OAK LAWN, SUITE 380
                              DALLAS, TEXAS 75219-4398
                       (Name and address of agent for service)
  
                                   (214) 521-9959
            (Telephone number, including area code, of agent for service)
  
                                   With copies to:
                                  WILLIAM L. BOEING
                                HAYNES AND BOONE, LLP
                                   901 MAIN STREET
                                     SUITE 3100
                              DALLAS, TEXAS 75202-3789
                                   (214) 651-5000
  
                -----------------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------
       TITLE OF SECURITIES              AMOUNT           MAXIMUM OFFERING        PROPOSED MAXIMUM           AMOUNT OF
         TO BE REGISTERED         TO BE REGISTERED(1)   PRICE PER SHARE(2)  AGGREGATE OFFERING PRICE(2) REGISTRATION FEE(2)
  ------------------------------------------------------------------------------------------------------------------------
  Common Stock,                        
    $.0015 par value............       3,500,000              $6.00                $21,000,000                $5,838
  ------------------------------------------------------------------------------------------------------------------------
  (1)  The number of shares being registered represents (i) 3,000,000 shares being
       registered under the Queen Sand Resources, Inc. 1997 Incentive Equity Plan
       and (ii) 500,000 shares being registered under the Queen Sand Resources,
       Inc. Directors' Nonqualified Stock Option Plan. The amount to be registered
       also includes such indeterminate number of shares as may be issued to
       prevent dilution resulting from stock splits, stock dividends or similar
       transactions in accordance with Rule 416 promulgated under the Securities
       Act of 1933.
  (2)  The offering price per share, the aggregate offering price and the
       registration fee have been calculated in accordance with paragraphs (c) and
       (h)(1) of Rule 457 promulgated under the Securities Act of 1933 based on
       the average of the high and low sale prices for the Company's Common Stock
       reported on the Nasdaq SmallCap Market on November 23, 1998 ($6.00 per
       share).
  
  --------------------------------------------------------------------------------
  2
  
                             QUEEN SAND RESOURCES, INC.
  
                          3,500,000 Shares of Common Stock
  
                                       PART II
  
                 INFORMATION REQUESTED IN THE REGISTRATION STATEMENT
  
  Item 3.    Incorporation of Documents by Reference
  
             Queen Sand Resources, Inc. (the "Company") hereby incorporates by
  reference the following documents filed with the Securities and Exchange
  Commission (the "Commission"):
  
                      a)       The Company's Annual Report on Form 10-KSB for the
                               fiscal year ended June 30, 1998;
  
                      b)       The Company's Quarterly Report on Form 10-Q for the
                               quarter ended September 30, 1998;
  
                      c)       The description of the Company's Common Stock
                               contained in the Company's Registration Statement
                               on Form 10-SB/A filed on January 23, 1997; and
  
                      d)       All documents subsequently filed by the Company
                               pursuant to Sections 13(a), 13(c), 14, and 15(d) of
                               the Securities Exchange Act of 1934, as amended,
                               prior to the filing of a post-effective amendment
                               that indicates that all securities offered
                               hereunder have been sold or that deregisters all
                               securities then remaining unsold, shall be deemed
                               to be incorporated by reference herein and to be a
                               part hereof from the date such documents are filed.
                               Any statement contained in a document incorporated
                               or deemed to be incorporated by reference herein
                               shall be deemed to be modified or superseded for
                               purposes of this Registration Statement to the
                               extent that a statement contained herein or in any
                               other subsequently filed document which also is or
                               is deemed to be incorporated by reference in this
                               Registration Statement modifies or supersedes such
                               statement.
  
  ITEM 4.    DESCRIPTION OF SECURITIES
  
             Not applicable.
  
  ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL
  
             Not applicable.
  
  ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
             The Company's Restated Certificate of Incorporation, as amended (the
  "Certificate of Incorporation"), provides that no director of the Company will
  be personally liable to the Company or any of its stockholders for monetary
  damages arising from the director's breach of fiduciary duty as a director.
  However, this does not apply with respect to any action in which the director
  would be liable under Section 174 of the General Corporation Law of the State of
  Delaware ("Delaware Code") nor does it apply
  3
  
  with respect to any liability in which the director (i) breached his duty of
  loyalty to the Company or its stockholders; (ii) did not act in good faith or,
  in failing to act, did not act in good faith; (iii) acted in a manner involving
  intentional misconduct or a knowing violation of law or, in failing to act,
  shall have acted in a manner involving intentional misconduct or a knowing
  violation of law; or (iv) derived an improper personal benefit.
  
             The Certificate of Incorporation of the Company provides that the
  Company shall indemnify its directors and officers and former directors and
  officers to the fullest extent permitted by the Delaware Code. Pursuant to the
  provisions of Section 145 of the Delaware Code, the Company has the power to
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending, or completed action, suit, or proceeding (other than
  an action by or in the right of the Company) by reason of the fact that he is or
  was a director, officer, employee, or agent of the Company, against any and all
  expenses, judgments, fines and amounts paid in settlement actually and
  reasonably incurred in connection with such action, suit, or proceeding. The
  power to indemnify applies only if such person acted in good faith and in a
  manner he reasonably believed to be in the best interest, or not opposed to the
  best interest, of the Company and with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful.
  
             The power to indemnify applies to actions brought by or in the right
  of the Company as well, but only to the extent of defense and settlement
  expenses and not to any satisfaction of a judgment or settlement of the claim
  itself and with the further limitation that in such actions no indemnification
  shall be made in the event of any adjudication of negligence or misconduct
  unless the court, in its discretion, believes that in light of all the
  circumstances indemnification should apply.
  
             The statute further specifically provides that the indemnification
  authorized thereby shall not be deemed exclusive of any other rights to which
  any such officer or director may be entitled under any bylaws, agreements, vote
  of stockholders or disinterested directors, or otherwise.
  
             Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers or persons controlling
  the Company pursuant to the foregoing provisions, the Company has been advised
  that in the opinion of the Commission such indemnification is against public
  policy as expressed in the Securities Act and is therefore unenforceable.
  
  ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED
  
             Not applicable.
  
  ITEM 8.    EXHIBITS
  
  Exhibit No.         Description of Exhibits
  -----------         -----------------------
  
        4.1  -        Restated Certificate of Incorporation of the Company, filed
                      as an Exhibit to the Company's Registration Statement on
                      Form S-3 filed with the Securities and Exchange Commission
                      on March 9, 1998, which Exhibit is incorporated herein by
                      reference.
  
        4.2  -        Certificate of Designation of Series C Convertible Preferred
                      Stock of the Company, filed as an Exhibit to the Company's
                      Current Report on Form 8-K dated December 24, 1997, which
                      Exhibit is incorporated herein by reference.
  
        4.3  -        Amended and Restated Bylaws of the Company, filed as an
                      Exhibit to the Company's Current Report on Form 8-K dated
                      March 27, 1997, which Exhibit is incorporated herein by
                      reference.
  
                                        - 2 -
  4
  
  Exhibit No.         Description of Exhibits
  -----------         -----------------------
  
        4.4  -        Queen Sand Resources 1997 Incentive Equity Plan, filed as an
                      Exhibit to the Company's Registration Statement on Form S-4
                      filed with the Securities and Exchange Commission on August
                      13, 1998, which Exhibit is incorporated herein by reference.
  
        4.5  -        Queen Sand Resources, Inc. Directors' Nonqualified Stock
                      Option Plan, filed as Appendix A to the Company's Definitive
                      Proxy Statement on Schedule 14A dated October 23, 1998 and
                      incorporated by reference herein.
  
        4.6  -        Stockholders' Agreement dated as of May 6, 1997, among the
                      Company, Bruce I. Benn, Edward J. Munden, Ronald I. Benn,
                      Robert P. Lindsay, EIBOC Investments Ltd. and Joint Energy
                      Development Investments Limited Partnership ("JEDI"), filed
                      as an Exhibit to the Company's Current Report on Form 8-K
                      dated May 6, 1997, which Exhibit is incorporated herein by
                      reference.
  
        4.7  -        Indenture, dated July 1, 1998, in regard to 12 1/2% Senior
                      Notes due 2008 by and among the Company and certain of its
                      subsidiaries and Harris Trust and Savings Bank, as Trustee,
                      filed as an Exhibit to the Company's Current Report on Form
                      8-K dated July 8, 1998, which Exhibit is incorporated herein
                      by reference.
  
        4.8  -        Common Stock Purchase Warrant Representing Right to Purchase
                      100,000 Shares of Common Stock of the Company issued to
                      Forseti Investments Ltd. on May 6, 1997 and assigned to CSM
                      GmbH, filed as an Exhibit to the Company's Current Report on
                      Form 8-K dated May 6, 1997, which Exhibit is incorporated
                      herein by reference.
  
        4.9  -        Common Stock Purchase Warrant Representing Right to Purchase
                      1,000,000 Shares of Common Stock of the Company issued to
                      Forseti Investments Ltd. on May 6, 1997 and assigned to CSM
                      GmbH, filed as an Exhibit to the Company's Current Report on
                      Form 8-K dated May 6, 1997, which Exhibit is incorporated
                      herein by reference.
  
        4.10 -        Common Stock Purchase Warrant Representing Right to Purchase
                      28,066 Shares of Common Stock of the Company dated July 22,
                      1998 issued to JEDI, filed as an Exhibit to the Company's
                      Registration Statement on Form S-4 (no. 333-61403), which
                      Exhibit is incorporated herein by reference.
  
        4.11 -        Common Stock Purchase Warrant Representing Right to Purchase
                      1,697,881 Shares of Common Stock of the Company dated July
                      22, 1998 issued to JEDI, filed as an Exhibit to the
                      Company's Registration Statement on Form S-4 (no.
                      333-61403), which Exhibit is incorporated herein by
                      reference.
  
        4.12 -        Form of Common Stock Purchase Warrant dated December 24,
                      1997 and issued to certain institutional investors, filed as
                      an Exhibit to the Company's Current Report on Form 8-K dated
                      December 24, 1997, which Exhibit is incorporated herein by
                      reference.
  
        4.13 -        Form of Common Stock Purchase Warrant issued to certain
                      investors effective July 8, 1998, filed as an Exhibit to the
                      Company's Current Report on Form 8-K dated July 8, 1998,
                      which Exhibit is incorporated herein by reference.
  
        4.14 -        Registration Rights Agreement between the Company and
                      Collins and Ware, Inc., dated August 1, 1997, filed as an
                      Exhibit to the Company's Registration Statement on Form S-4
                      (no. 333-61403), which Exhibit is incorporated herein by
                      reference.
  
                                        - 3 -
  5
  
  Exhibit No.         Description of Exhibits
  -----------         -----------------------
  
        4.15 -        Registration Rights Agreement between the Company and Riata
                      Energy, et. al dated April 9, 1998, filed as an Exhibit to
                      the Company's Registration Statement on Form S-4 (no.
                      333-61403), which Exhibit is incorporated herein by
                      reference.
  
        4.16 -        Registration Rights Agreement among the Company and certain
                      institutional investors named therein, dated December 24,
                      1997, filed as an Exhibit to the Company's Current Report on
                      Form 8-K dated December 24, 1997, which Exhibit is
                      incorporated herein by reference.
  
        4.17 -        Registration Rights Agreement by and between the Company and
                      JEDI dated May 6, 1997, filed as an Exhibit to the Company's
                      Current Report on Form 8-K dated May 6, 1997, which Exhibit
                      is incorporated herein by reference.
  
        4.18 -        Registration Rights Agreement dated as of December 29, 1997
                      among the Company, the ECT Agent and JEDI, filed as an
                      Exhibit to the Company's Quarterly Report on Form 10-QSB for
                      the quarter ended December 30, 1997, which Exhibit is
                      incorporated herein by reference.
  
        4.19 -        Registration Rights Agreement dated as of July 8, 1998 among
                      the Company and the buyers signatory thereto, filed as an
                      Exhibit to the Company's Current Report on Form 8-K dated
                      July 8, 1998, which Exhibit is incorporated herein by
                      reference.
  
        4.20 -        Common Stock Purchase Warrant Representing Right to Purchase
                      48,701 Shares of Common Stock of the Company dated August
                      19, 1998 and issued to JEDI, filed as an Exhibit to the
                      Company's Annual Report on Form 10-KSB for the fiscal year
                      ended June 30, 1998, which Exhibit is incorporated herein by
                      reference.
  
        5.1* -        Opinion of Haynes and Boone, LLP with respect to validity of
                      the issuance of the securities.
  
       23.1* -        Consent of Ernst & Young LLP, independent auditors.
  
       23.2* -        Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
  
       23.3* -        Consent of H.J. Gruy and Associates, Inc., independent
                      petroleum engineers.
  
       23.4* -        Consent of Ryder Scott Company, independent petroleum
                      engineers.
  
       23.5* -        Consent of Harper and Associates, independent petroleum
                      engineers.
  
       24.1* -        Power of attorney of the directors of the Company (included
                      on the signature page of the Registration Statement).
  
  -----------
  
  * Filed herewith
  
                                        - 4 -
  6
  
  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; and
  
                               (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) will not
             apply if the information required to be included in a post-effective
             amendment by those paragraphs is contained in periodic reports filed
             by the registrant pursuant to Section 13 or Section 15(d) of the
             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; and
  
                      (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 Commission such
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will , unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
  
                                        - 5 -
  7
  
                          SIGNATURES AND POWER OF ATTORNEY
  
  The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
  Company certifies that it has reasonable grounds to believe that it meets all of
  the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on the 25th day of November,
  1998.
  
                                        QUEEN SAND RESOURCES, INC.
  
                                        By: /s/ EDWARD J. MUNDEN
                                            --------------------------------------
                                        Name:  Edward J. Munden
                                        Title: Chairman, President and Chief 
                                               Executive Officer
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  constitutes and appoints each of Robert P. Lindsay and William W. Lesikar, his
  true and lawful attorneys-in-fact and agents, with full power of substitution
  and resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign, execute and file with the Securities and Exchange
  Commission and any state securities regulatory board or commission any documents
  relating to the proposed issuance and registration of the securities offered
  pursuant to this Registration Statement on Form S-8 under the Securities Act of
  1933, including any amendment or amendments relating thereto (and any additional
  Registration Statement related hereto permitted by Rule 462(b) promulgated under
  the Securities Act of 1933, including any amendment or amendments relating
  thereto), with all exhibits and any and all documents required to be filed with
  respect thereto with any regulatory authority, granting unto said
  attorneys-in-fact and agents, and each of them, 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 in order to effectuate the same as fully to all intents
  and purposes as he might or could do if personally present, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, or either of them, or
  their or his substitute or substitutes, may lawfully do or cause to be done.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities indicated
  on the 25th day of November, 1998.
  Signature                                            Title
  ---------                                            -----
  /s/ EDWARD J. MUNDEN                                 Chairman of the Board, President, Chief Executive
  -----------------------------------                    Officer and Director (principal executive officer)
  Edward J. Munden                                       
  
  /s/ BRUCE I. BENN                                    Executive Vice President, Secretary and Director
  -----------------------------------
  Bruce I. Benn
  
  /s/ RONALD I. BENN                                   Chief Financial Officer (principal financial officer
  -----------------------------------                    and accounting officer)
  Ronald I. Benn
  8
  Signature                                            Title
  ---------                                            -----
  /s/ ROBERT P. LINDSAY                                Chief Operating Officer, Executive Vice President
  -----------------------------------                    and Director
  Robert P. Lindsay                                      
  
  /s/ TED COLLINS, JR.                                 Director
  -----------------------------------
  Ted Collins, Jr.
  
  /s/ ELI REBICH                                       Director
  -----------------------------------
  Eli Rebich
  9
  
                                    EXHIBIT INDEX
  Exhibit No.         Description of Exhibits
  -----------         -----------------------
  4.1  -        Restated Certificate of Incorporation of the Company, filed
                      as an Exhibit to the Company's Registration Statement on
                      Form S-3 filed with the Securities and Exchange Commission
                      on March 9, 1998, which Exhibit is incorporated herein by
                      reference.
  
        4.2  -        Certificate of Designation of Series C Convertible Preferred
                      Stock of the Company, filed as an Exhibit to the Company's
                      Current Report on Form 8-K dated December 24, 1997, which
                      Exhibit is incorporated herein by reference.
  
        4.3  -        Amended and Restated Bylaws of the Company, filed as an
                      Exhibit to the Company's Current Report on Form 8-K dated
                      March 27, 1997, which Exhibit is incorporated herein by
                      reference.
  
        4.4  -        Queen Sand Resources 1997 Incentive Equity Plan, filed as
                      an Exhibit to the Company's Registration Statement on Form
                      S-4 filed with the Securities and Exchange Commission on
                      August 13, 1998, which Exhibit is incorporated herein by
                      reference.
  
        4.5  -        Queen Sand Resources, Inc. Directors' Nonqualified Stock
                      Option Plan, filed as Appendix A to the Company's Definitive
                      Proxy Statement on Schedule 14A dated October 23, 1998 and
                      incorporated by reference herein.
  
        4.6  -        Stockholders' Agreement dated as of May 6, 1997, among the
                      Company, Bruce I. Benn, Edward J. Munden, Ronald I. Benn,
                      Robert P. Lindsay, EIBOC Investments Ltd. and Joint Energy
                      Development Investments Limited Partnership ("JEDI"), filed
                      as an Exhibit to the Company's Current Report on Form 8-K
                      dated May 6, 1997, which Exhibit is incorporated herein by
                      reference.
  
        4.7  -        Indenture, dated July 1, 1998, in regard to 12 1/2% Senior
                      Notes due 2008 by and among the Company and certain of its
                      subsidiaries and Harris Trust and Savings Bank, as Trustee,
                      filed as an Exhibit to the Company's Current Report on Form
                      8-K dated July 8, 1998, which Exhibit is incorporated herein
                      by reference.
  
        4.8  -        Common Stock Purchase Warrant Representing Right to Purchase
                      100,000 Shares of Common Stock of the Company issued to
                      Forseti Investments Ltd. on May 6, 1997 and assigned to CSM
                      GmbH, filed as an Exhibit to the Company's Current Report on
                      Form 8-K dated May 6, 1997, which Exhibit is incorporated
                      herein by reference.
  
        4.9  -        Common Stock Purchase Warrant Representing Right to Purchase
                      1,000,000 Shares of Common Stock of the Company issued to
                      Forseti Investments Ltd. on May 6, 1997 and assigned to CSM
                      GmbH, filed as an Exhibit to the Company's Current Report on
                      Form 8-K dated May 6, 1997, which Exhibit is incorporated
                      herein by reference.
  
        4.10 -        Common Stock Purchase Warrant Representing Right to Purchase
                      28,066 Shares of Common Stock of the Company dated July 22,
                      1998 issued to JEDI, filed as an Exhibit to the Company's
                      Registration Statement on Form S-4 (no. 333-61403), which
                      Exhibit is incorporated herein by reference.
  10
  Exhibit No.         Description of Exhibits
  -----------         -----------------------
  4.11 -        Common Stock Purchase Warrant Representing Right to Purchase
                      1,697,881 Shares of Common Stock of the Company dated July
                      22, 1998 issued to JEDI, filed as an Exhibit to the
                      Company's Registration Statement on Form S-4 (no.
                      333-61403), which Exhibit is incorporated herein by
                      reference.
  
        4.12 -        Form of Common Stock Purchase Warrant dated December 24,
                      1997 and issued to certain institutional investors, filed as
                      an Exhibit to the Company's Current Report on Form 8-K dated
                      December 24, 1997, which Exhibit is incorporated herein by
                      reference.
  
        4.13 -        Form of Common Stock Purchase Warrant issued to certain
                      investors effective July 8, 1998, filed as an Exhibit to the
                      Company's Current Report on Form 8-K dated July 8, 1998,
                      which Exhibit is incorporated herein by reference.
  
        4.14 -        Registration Rights Agreement between the Company and
                      Collins and Ware, Inc., dated August 1, 1997, filed as an
                      Exhibit to the Company's Registration Statement on Form S-4
                      (no. 333-61403), which Exhibit is incorporated herein by
                      reference.
  
        4.15 -        Registration Rights Agreement between the Company and Riata
                      Energy, et. al dated April 9, 1998, filed as an Exhibit to
                      the Company's Registration Statement on Form S-4 (no.
                      333-61403), which Exhibit is incorporated herein by
                      reference.
  
        4.16 -        Registration Rights Agreement among the Company and certain
                      institutional investors named therein, dated December 24,
                      1997, filed as an Exhibit to the Company's Current Report on
                      Form 8-K dated December 24, 1997, which Exhibit is
                      incorporated herein by reference.
  
        4.17 -        Registration Rights Agreement by and between the Company and
                      JEDI dated May 6, 1997, filed as an Exhibit to the Company's
                      Current Report on Form 8-K dated May 6, 1997, which Exhibit
                      is incorporated herein by reference.
  
        4.18 -        Registration Rights Agreement dated as of December 29, 1997
                      among the Company, the ECT Agent and JEDI, filed as an
                      Exhibit to the Company's Quarterly Report on Form 10-QSB for
                      the quarter ended December 30, 1997, which Exhibit is
                      incorporated herein by reference.
  
        4.19 -        Registration Rights Agreement dated as of July 8, 1998
                      among the Company and the buyers signatory thereto, filed as
                      an Exhibit to the Company's Current Report on Form 8-K dated
                      July 8, 1998, which Exhibit is incorporated herein by
                      reference.
  
        4.20 -        Common Stock Purchase Warrant Representing Right to Purchase
                      48,701 Shares of Common Stock of the Company dated August
                      19, 1998 and issued to JEDI, filed as an Exhibit to the
                      Company's Annual Report on Form 10-KSB for the fiscal year
                      ended June 30, 1998, which Exhibit is incorporated herein by
                      reference.
  
        5.1* -        Opinion of Haynes and Boone, LLP with respect to validity of
                      the issuance of the securities.
  
       23.1* -        Consent of Ernst & Young LLP, independent auditors.
  
       23.2* -        Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
  
       23.3* -        Consent of H.J. Gruy and Associates, Inc., independent
                      petroleum engineers.
  11
  Exhibit No.         Description of Exhibits
  -----------         -----------------------
  23.4* -        Consent of Ryder Scott Company, independent petroleum
                      engineers.
  
       23.5* -        Consent of Harper and Associates, independent petroleum
                      engineers.
  
       24.1* -        Power of attorney of the directors of the Company (included
                      on the signature page of the Registration Statement).
  -----------
  
  * Filed herewith