content: <PAGE>   1
       As filed with the Securities and Exchange Commission on October 15, 1996
                                       Registration Statement No. 33-
                                                                      ------------
  ================================================================================
  
                         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 Identification No.)
  of incorporation or organization)
                      
       530 PRESTON COMMONS WEST
          8117 PRESTON ROAD                                      75225
           DALLAS, TEXAS                                       (Zip Code)
   (Address of Principal Executive
             Offices)
  
                                 ---------------
  
                TOREADOR ROYALTY CORPORATION 1990 STOCK OPTION PLAN
     TOREADOR ROYALTY CORPORATION 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
              TOREADOR ROYALTY CORPORATION NON-QUALIFIED STOCK OPTIONS
                             (Full title of the Plans)
  
                                 ---------------
            
                                                              Copy to:
              PETER R. VIG                               JOE DANNENMAIER, ESQ.
   CHAIRMAN AND CHIEF EXECUTIVE OFFICER                   THOMPSON & KNIGHT
       TOREADOR ROYALTY CORPORATION                   A PROFESSIONAL CORPORATION
          DALLAS, TEXAS 75225                      1700 PACIFIC AVENUE, SUITE 3300
      (Name and address of agent for                     DALLAS, TEXAS  75201
                service)                                    (214) 969-1700
  
                                  (214) 369-0080
                           (Telephone number, including
                         area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =================================================================================================================
         Title of                                    Proposed          Proposed Maximum           Amount
        Securities              Amount                Maximum              Aggregate                of
           to be                 to be            Offering Price           Offering            Registration
       Registered(1)         Registered(2)         per Share(3)            Price(3)                 Fee
  -----------------------------------------------------------------------------------------------------------------
     <S>                    <C>                     <C>                   <C>                   <C>
       Common Stock,
     par value $.15625      225,000 shares          $2.6875               $604,687.50           $184.00    
         per share
  -----------------------------------------------------------------------------------------------------------------
       Common Stock,
     par value $.15625      200,000 shares          $2.6875                  $537,500           $163.00    
         per share
  -----------------------------------------------------------------------------------------------------------------
       Common Stock,
     par value $.15625      340,000 shares          $2.6875                  $913,750           $277.00    
         per share
  =================================================================================================================
  </TABLE>
  
  (1)      This registration statement also covers an equal number of rights to
           purchase shares of Toreador's Series A Junior Participating Preferred
           Stock, par value $1.00 per share, issuable pursuant to Toreador's
           Rights Agreement, which rights will be transferable only with related
           shares of Common Stock.
  (2)      Represents (i) 225,000 shares issuable upon exercise of options
           granted under the Toreador Royalty Corporation 1990 Stock Option Plan;
           (ii) 200,000 shares issuable upon the exercise of options granted
           under the Toreador Royalty Corporation 1994 Non-Employee Director
           Stock Option Plan; and (iii) 340,000 shares issuable upon the exercise
           of certain non-qualified options granted to certain employees,
           directors and consultants of Toreador.  Pursuant to Rule 416 under the
           Securities Act of 1933, shares issuable upon any stock split, stock
           dividend or similar transaction with respect to these shares are also
           being registered hereunder.
  (3)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of
           1933 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 System on October 14, 1996.
  
  ================================================================================
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.     Plan Information.*
  
  Item 2.     Registrant Information and Employee Plan Annual Information.*
  
  ---------------
  
  *     Information required by Part I to be contained in the Section 10(a)
        prospectus is omitted from this Registration Statement in accordance with
        Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
        S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.     Incorporation of Documents by Reference.
  
        The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated by reference in this Registration
  Statement:
  
        (1)   The Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1995;
  
        (2)   The Registrant's Quarterly Reports on Form 10-Q for the quarters
              ended March 31, 1996 and June 30, 1996.
  
        (3)   The description of the Common Stock of the Registrant contained in
              the Registration Statement filed under Section 12 of the Securities
              Exchange Act of 1934 (Registration No. 0-2517), heretofore filed by
              the Registrant with the Securities and Exchange Commission,
              including any amendment or report filed for the purpose of updating
              such description; and
  
        (4)   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 Securities Exchange Act of 1934 (Registration No.
              0-2517), heretofore filed by the Registrant with the Securities and
              Exchange 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 Securities Exchange Act of 1934, 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.
  <PAGE>   3
  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 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 indemnify 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.
  
  
  
  
  
                                        -2-
  <PAGE>   4
        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.
  
  Item 8.     Exhibits.
  
        The following documents are filed as exhibits to this Registration
  Statement:
  
  <TABLE>
  <CAPTION>
  
  Exhibit No.             Description
  -----------             -----------
        <S>               <C>
        4.1               Toreador Royalty Corporation 1990 Stock Option Plan (previously filed as Exhibit 10.7 to
                          Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1994,
                          and incorporated herein by reference).
  
        4.2               Toreador Royalty Corporation 1994 Non-Employee Director Stock Option Plan, as amended
                          (previously filed as Exhibit 10.12 to Toreador Royalty Corporation Annual Report on Form 10-K
                          for the year ended December 31, 1995, and incorporated herein by reference).
  
        4.3               Stock Option Agreement dated August 1, 1988, between Toreador Royalty Corporation and Peter R.
                          Vig (previously filed as Exhibit 10.B to Toreador Royalty Corporation Current Report on Form 8-K
                          dated August 11, 1988, and incorporated herein by reference).
  
        4.4               Incentive Stock Option Agreement dated as of September 8, 1994, by and between Toreador Royalty
                          Corporation and Peter R. Vig, as amended by Letter Agreement dated May 15, 1995 (previously
                          filed as Exhibit 10.3 to Toreador Royalty Corporation Annual Report on Form 10-K for the year
                          ended December 31, 1995, and incorporated herein by reference).
  
        4.5               Employment Agreement dated February 9, 1989, as amended by Agreement dated February 28, 1990,
                          between Toreador Royalty Corporation and James S. Blair.
  
        4.6               Form of Stock Option Agreement by and between Toreador Royalty Corporation and Donald E. August,
                          John V. Ballard, J.W. Bullion, John Mark McLaughlin, and Jack L. Woods.
  </TABLE>
  
  
  
  
  
                                        -3-
  <PAGE>   5
  <TABLE>
        <S>               <C>
        4.7               Stock Option Agreement dated February 17, 1994, by and between Toreador Royalty Corporation and
                          Thomas P. Kellogg, Jr.
  
        4.8               Form of Stock Option Agreement by and between Toreador Royalty Corporation and Edward C.
                          Marhanka and Earl V. Tessem, as amended.
  
        5.1               Opinion of Thompson & Knight, A Professional Corporation.
  
        23.1              Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson &
                          Knight, P.C. filed herewith as Exhibit 5.1).
  
        23.2              Consent of Price Waterhouse LLP, independent public accountants, to incorporation of report by
                          reference.
  
        23.3              Consent of Harlan Consulting, independent petroleum engineers, to incorporation by reference.
  
        24.1              Power of Attorney (included on signature page of this Registration Statement).
  </TABLE>
  
  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;
  
                    (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 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 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;
  
  
  
  
  
                                        -4-
  <PAGE>   6
        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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.
  
              (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 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 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 of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
  
  
  
  
                                        -5-
  <PAGE>   7
  
                                     SIGNATURES
  
        The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Dallas, State of Texas on the 14th
  day of October, 1996.
  
  
                                     TOREADOR ROYALTY CORPORATION
                                     (Registrant)
  
  
                                     By:    /s/ PETER R. VIG
                                            --------------------
                                            Peter R. Vig,
                                            Chairman of the Board of Directors and
                                            Chief Executive Officer
  
  
        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
  and officers of Toreador Royalty Corporation, a Delaware corporation, hereby
  constitutes and appoints Peter R. Vig, 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.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  
  
  
  
                                        -6-
  <PAGE>   8
  
  <TABLE>
  <CAPTION>
  Signature                                       Title                                             Date
  ---------                                       -----                                             ----
  <S>                                             <C>                                               <C>
  /s/ PETER R. VIG                                Chairman, President, Treasurer,                   October 14, 1996
  ---------------------------------               Chief Executive Officer and          
  Peter R. Vig                                    Director (principal executive,       
                                                  financial and accounting officer)    
                                                                                       
  
  /s/ JAMES S. BLAIR                              Vice President - Land and                         October 14, 1996
  ---------------------------------               Acquisitions, Assistant Secretary   
  James S. Blair                                  and Assistant Treasurer             
                                                                                      
  
  /s/ J.W. BULLION                                Secretary and Director                            October 14, 1996
  ---------------------------------
  J.W. Bullion
  
  /s/ DONALD E. AUGUST                            Director                                          October 14, 1996
  ---------------------------------
  Donald E. August
  
  /s/ JOHN V. BALLARD                             Director                                          October 14, 1996
  ---------------------------------
  John V. Ballard
  
  /s/ THOMAS P. KELLOGG, JR.                      Director                                          October 14, 1996
  ---------------------------------
  Thomas P. Kellogg, Jr.
  
  /s/ JOHN MARK McLAUGHLIN                        Director                                          October 14, 1996
  ---------------------------------
  John Mark McLaughlin
  
  /s/ JACK L. WOODS                               Director                                          October 14, 1996
  ---------------------------------
  Jack L. Woods
  </TABLE>
  
  
  
  
  
                                        -7-
  <PAGE>   9
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
        Exhibit
        Number                                 Exhibit
        -------                               --------
         <S>            <C>
          4.1           Toreador Royalty Corporation 1990 Stock Option Plan (previously filed as Exhibit 10.7 to Toreador
                        Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1994, and
                        incorporated herein by reference).
  
          4.2           Toreador Royalty Corporation 1994 Non-Employee Director Stock Option Plan, as amended (previously
                        filed as Exhibit 10.12 to Toreador Royalty Corporation Annual Report on Form 10-K for the year
                        ended December 31, 1995, and incorporated herein by reference).
  
          4.3           Stock Option Agreement dated August 1, 1988, between Toreador Royalty Corporation and Peter R. Vig
                        (previously filed as Exhibit 10.B to Toreador Royalty Corporation Current Report on Form 8-K dated
                        August 11, 1988, and incorporated herein by reference).
  
          4.4           Incentive Stock Option Agreement dated as of September 8, 1994, by and between Toreador Royalty
                        Corporation and Peter R. Vig, as amended by Letter Agreement dated May 15, 1995 (previously filed
                        as Exhibit 10.3 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended
                        December 31, 1995, and incorporated herein by reference).
  
         4.5*           Employment Agreement dated February 9, 1989, as amended by Agreement dated February 28, 1990,
                        between Toreador Royalty Corporation and James S. Blair.
  
         4.6*           Form of Stock Option Agreement by and between Toreador Royalty Corporation and Donald E. August,
                        John V. Ballard, J.W. Bullion, John Mark McLaughlin, and Jack L. Woods.
  
         4.7*           Stock Option Agreement dated February 17, 1994, by and between Toreador Royalty Corporation and
                        Thomas P. Kellogg, Jr.
  
         4.8*           Form of Stock Option Agreement by and between Toreador Royalty Corporation and Edward C. Marhanka
                        and Earl V. Tessem, as amended.
  
         5.1*           Opinion of Thompson & Knight, A Professional Corporation.
  </TABLE>
  
  
  
  
  
  -------------------------
  
       *  Filed herewith.
  
  
                                        -8-
  <PAGE>   10
  <TABLE>
         <S>            <C>
         23.1*          Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson &
                        Knight, P.C. filed herewith as Exhibit 5.1).
  
         23.2*          Consent of Price Waterhouse LLP, independent public accountants, to incorporation of report by
                        reference.
  
         23.3*          Consent of Harlan Consulting, independent petroleum engineers, to incorporation by reference.
  
         24.1*          Power of Attorney (included on signature page of this Registration Statement).
  </TABLE>
  
  
  
  
  
  -------------------------
  
       *  Filed herewith.
  
  
                                        -9-
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text: 1
       As filed with the Securities and Exchange Commission on October 15, 1996
                                       Registration Statement No. 33-
                                                                      ------------
  ================================================================================
  
                         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 Identification No.)
  of incorporation or organization)
                      
       530 PRESTON COMMONS WEST
          8117 PRESTON ROAD                                      75225
           DALLAS, TEXAS                                       (Zip Code)
   (Address of Principal Executive
             Offices)
  
                                 ---------------
  
                TOREADOR ROYALTY CORPORATION 1990 STOCK OPTION PLAN
     TOREADOR ROYALTY CORPORATION 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
              TOREADOR ROYALTY CORPORATION NON-QUALIFIED STOCK OPTIONS
                             (Full title of the Plans)
  
                                 ---------------
            
                                                              Copy to:
              PETER R. VIG                               JOE DANNENMAIER, ESQ.
   CHAIRMAN AND CHIEF EXECUTIVE OFFICER                   THOMPSON & KNIGHT
       TOREADOR ROYALTY CORPORATION                   A PROFESSIONAL CORPORATION
          DALLAS, TEXAS 75225                      1700 PACIFIC AVENUE, SUITE 3300
      (Name and address of agent for                     DALLAS, TEXAS  75201
                service)                                    (214) 969-1700
  
                                  (214) 369-0080
                           (Telephone number, including
                         area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  =================================================================================================================
         Title of                                    Proposed          Proposed Maximum           Amount
        Securities              Amount                Maximum              Aggregate                of
           to be                 to be            Offering Price           Offering            Registration
       Registered(1)         Registered(2)         per Share(3)            Price(3)                 Fee
  -----------------------------------------------------------------------------------------------------------------
  Common Stock,
     par value $.15625      225,000 shares          $2.6875               $604,687.50           $184.00    
         per share
  -----------------------------------------------------------------------------------------------------------------
       Common Stock,
     par value $.15625      200,000 shares          $2.6875                  $537,500           $163.00    
         per share
  -----------------------------------------------------------------------------------------------------------------
       Common Stock,
     par value $.15625      340,000 shares          $2.6875                  $913,750           $277.00    
         per share
  =================================================================================================================
  (1)      This registration statement also covers an equal number of rights to
           purchase shares of Toreador's Series A Junior Participating Preferred
           Stock, par value $1.00 per share, issuable pursuant to Toreador's
           Rights Agreement, which rights will be transferable only with related
           shares of Common Stock.
  (2)      Represents (i) 225,000 shares issuable upon exercise of options
           granted under the Toreador Royalty Corporation 1990 Stock Option Plan;
           (ii) 200,000 shares issuable upon the exercise of options granted
           under the Toreador Royalty Corporation 1994 Non-Employee Director
           Stock Option Plan; and (iii) 340,000 shares issuable upon the exercise
           of certain non-qualified options granted to certain employees,
           directors and consultants of Toreador.  Pursuant to Rule 416 under the
           Securities Act of 1933, shares issuable upon any stock split, stock
           dividend or similar transaction with respect to these shares are also
           being registered hereunder.
  (3)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of
           1933 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 System on October 14, 1996.
  
  ================================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.     Plan Information.*
  
  Item 2.     Registrant Information and Employee Plan Annual Information.*
  
  ---------------
  
  *     Information required by Part I to be contained in the Section 10(a)
        prospectus is omitted from this Registration Statement in accordance with
        Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
        S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.     Incorporation of Documents by Reference.
  
        The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated by reference in this Registration
  Statement:
  
        (1)   The Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1995;
  
        (2)   The Registrant's Quarterly Reports on Form 10-Q for the quarters
              ended March 31, 1996 and June 30, 1996.
  
        (3)   The description of the Common Stock of the Registrant contained in
              the Registration Statement filed under Section 12 of the Securities
              Exchange Act of 1934 (Registration No. 0-2517), heretofore filed by
              the Registrant with the Securities and Exchange Commission,
              including any amendment or report filed for the purpose of updating
              such description; and
  
        (4)   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 Securities Exchange Act of 1934 (Registration No.
              0-2517), heretofore filed by the Registrant with the Securities and
              Exchange 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 Securities Exchange Act of 1934, 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.
  3
  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 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 indemnify 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.
  
                                        -2-
  4
        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.
  
  Item 8.     Exhibits.
  
        The following documents are filed as exhibits to this Registration
  Statement:
  Exhibit No.             Description
  -----------             -----------
  4.1               Toreador Royalty Corporation 1990 Stock Option Plan (previously filed as Exhibit 10.7 to
                          Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1994,
                          and incorporated herein by reference).
  
        4.2               Toreador Royalty Corporation 1994 Non-Employee Director Stock Option Plan, as amended
                          (previously filed as Exhibit 10.12 to Toreador Royalty Corporation Annual Report on Form 10-K
                          for the year ended December 31, 1995, and incorporated herein by reference).
  
        4.3               Stock Option Agreement dated August 1, 1988, between Toreador Royalty Corporation and Peter R.
                          Vig (previously filed as Exhibit 10.B to Toreador Royalty Corporation Current Report on Form 8-K
                          dated August 11, 1988, and incorporated herein by reference).
  
        4.4               Incentive Stock Option Agreement dated as of September 8, 1994, by and between Toreador Royalty
                          Corporation and Peter R. Vig, as amended by Letter Agreement dated May 15, 1995 (previously
                          filed as Exhibit 10.3 to Toreador Royalty Corporation Annual Report on Form 10-K for the year
                          ended December 31, 1995, and incorporated herein by reference).
  
        4.5               Employment Agreement dated February 9, 1989, as amended by Agreement dated February 28, 1990,
                          between Toreador Royalty Corporation and James S. Blair.
  
        4.6               Form of Stock Option Agreement by and between Toreador Royalty Corporation and Donald E. August,
                          John V. Ballard, J.W. Bullion, John Mark McLaughlin, and Jack L. Woods.
  -3-
  5
  4.7               Stock Option Agreement dated February 17, 1994, by and between Toreador Royalty Corporation and
                          Thomas P. Kellogg, Jr.
  
        4.8               Form of Stock Option Agreement by and between Toreador Royalty Corporation and Edward C.
                          Marhanka and Earl V. Tessem, as amended.
  
        5.1               Opinion of Thompson & Knight, A Professional Corporation.
  
        23.1              Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson &
                          Knight, P.C. filed herewith as Exhibit 5.1).
  
        23.2              Consent of Price Waterhouse LLP, independent public accountants, to incorporation of report by
                          reference.
  
        23.3              Consent of Harlan Consulting, independent petroleum engineers, to incorporation by reference.
  
        24.1              Power of Attorney (included on signature page of this Registration Statement).
  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;
  
                    (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 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 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;
  
                                        -4-
  6
        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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.
  
              (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 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 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 of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
                                        -5-
  7
  
                                     SIGNATURES
  
        The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Dallas, State of Texas on the 14th
  day of October, 1996.
  
                                     TOREADOR ROYALTY CORPORATION
                                     (Registrant)
  
                                     By:    /s/ PETER R. VIG
                                            --------------------
                                            Peter R. Vig,
                                            Chairman of the Board of Directors and
                                            Chief Executive Officer
  
        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
  and officers of Toreador Royalty Corporation, a Delaware corporation, hereby
  constitutes and appoints Peter R. Vig, 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.
  
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
                                        -6-
  8
  Signature                                       Title                                             Date
  ---------                                       -----                                             ----
  /s/ PETER R. VIG                                Chairman, President, Treasurer,                   October 14, 1996
  ---------------------------------               Chief Executive Officer and          
  Peter R. Vig                                    Director (principal executive,       
                                                  financial and accounting officer)    
                                                                                       
  
  /s/ JAMES S. BLAIR                              Vice President - Land and                         October 14, 1996
  ---------------------------------               Acquisitions, Assistant Secretary   
  James S. Blair                                  and Assistant Treasurer             
                                                                                      
  
  /s/ J.W. BULLION                                Secretary and Director                            October 14, 1996
  ---------------------------------
  J.W. Bullion
  
  /s/ DONALD E. AUGUST                            Director                                          October 14, 1996
  ---------------------------------
  Donald E. August
  
  /s/ JOHN V. BALLARD                             Director                                          October 14, 1996
  ---------------------------------
  John V. Ballard
  
  /s/ THOMAS P. KELLOGG, JR.                      Director                                          October 14, 1996
  ---------------------------------
  Thomas P. Kellogg, Jr.
  
  /s/ JOHN MARK McLAUGHLIN                        Director                                          October 14, 1996
  ---------------------------------
  John Mark McLaughlin
  
  /s/ JACK L. WOODS                               Director                                          October 14, 1996
  ---------------------------------
  Jack L. Woods
  -7-
  9
                                 INDEX TO EXHIBITS
  Exhibit
        Number                                 Exhibit
        -------                               --------
  4.1           Toreador Royalty Corporation 1990 Stock Option Plan (previously filed as Exhibit 10.7 to Toreador
                        Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1994, and
                        incorporated herein by reference).
  
          4.2           Toreador Royalty Corporation 1994 Non-Employee Director Stock Option Plan, as amended (previously
                        filed as Exhibit 10.12 to Toreador Royalty Corporation Annual Report on Form 10-K for the year
                        ended December 31, 1995, and incorporated herein by reference).
  
          4.3           Stock Option Agreement dated August 1, 1988, between Toreador Royalty Corporation and Peter R. Vig
                        (previously filed as Exhibit 10.B to Toreador Royalty Corporation Current Report on Form 8-K dated
                        August 11, 1988, and incorporated herein by reference).
  
          4.4           Incentive Stock Option Agreement dated as of September 8, 1994, by and between Toreador Royalty
                        Corporation and Peter R. Vig, as amended by Letter Agreement dated May 15, 1995 (previously filed
                        as Exhibit 10.3 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended
                        December 31, 1995, and incorporated herein by reference).
  
         4.5*           Employment Agreement dated February 9, 1989, as amended by Agreement dated February 28, 1990,
                        between Toreador Royalty Corporation and James S. Blair.
  
         4.6*           Form of Stock Option Agreement by and between Toreador Royalty Corporation and Donald E. August,
                        John V. Ballard, J.W. Bullion, John Mark McLaughlin, and Jack L. Woods.
  
         4.7*           Stock Option Agreement dated February 17, 1994, by and between Toreador Royalty Corporation and
                        Thomas P. Kellogg, Jr.
  
         4.8*           Form of Stock Option Agreement by and between Toreador Royalty Corporation and Edward C. Marhanka
                        and Earl V. Tessem, as amended.
  
         5.1*           Opinion of Thompson & Knight, A Professional Corporation.
  -------------------------
  
       *  Filed herewith.
  
                                        -8-
  10
  23.1*          Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson &
                        Knight, P.C. filed herewith as Exhibit 5.1).
  
         23.2*          Consent of Price Waterhouse LLP, independent public accountants, to incorporation of report by
                        reference.
  
         23.3*          Consent of Harlan Consulting, independent petroleum engineers, to incorporation by reference.
  
         24.1*          Power of Attorney (included on signature page of this Registration Statement).
  -------------------------
  
       *  Filed herewith.
  
                                        -9-