EXHIBIT 4.9

REGISTRATION RIGHTSAGREEMENT 

        REGISTRATIONRIGHTS AGREEMENT (this “Agreement”) by and among Toreador ResourcesCorporation, a Delaware corporation (the “Company”), and each of thepersons listed on the Schedule of Purchasers attached hereto (each referred to herein as a“Purchaser” and, collectively, as the “Purchasers”). 

        TheCompany has agreed, on the terms and subject to the conditions set forth in the SecuritiesPurchase Agreement of even date herewith (the “Securities PurchaseAgreement”), to issue and sell to each Purchaser shares (the “PreferredShares”) of the Company’s Series A-1 Convertible Preferred Stock, parvalue $1.00 per share (the “Preferred Stock”). The Preferred Shares areconvertible pursuant to the Company’s Certificate of Designation (the“Certificate of Designation”) into shares (the “ConversionShares”) of the Company’s Common Stock, par value $0.15625 per share (the“Common Stock”). In order to induce the Purchasers to enter into theSecurities Purchase Agreement, the Company has agreed to provide certain registrationrights under the Securities Act of 1933, as amended (the “SecuritiesAct”), and under applicable state securities laws. Capitalized terms used hereinand not otherwise defined shall have the respective meanings set forth in the SecuritiesPurchase Agreement. 

        Inconsideration of each Purchaser entering into the Securities Purchase Agreement, and othergood and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows: 

1.    *DEFINITIONS.
        Forpurposes of this Agreement, the following terms shall have the meanings specified: 

        (a)              “Holder” meansany person owning or having the right to acquire Registrable Securities,including initially Purchaser and thereafter any permitted assignee thereof;  

        (b)              “Register”,“registered” and “registration” refer to aregistration effected by preparing and filing a registration statement orstatements in compliance with the Securities Act and pursuant to Rule 415 underthe Securities Act (“Rule 415”) or any successor ruleproviding for the offering of securities on a continuous or delayed basis (“RegistrationStatement”), and the declaration or ordering of effectiveness of theRegistration Statement by the Securities and Exchange Commission (the “Commission”);and  

        (c)              “RegistrableSecurities” means the Conversion Shares, and any           other shares ofCommon Stock issuable pursuant to the terms of the Preferred           Stock, whether asa dividend, payment of a redemption price or otherwise, and           any shares ofcapital stock issued or issuable from time to time (with any           adjustments) inreplacement of, in exchange for or otherwise in respect of the           ConversionShares, including without limitation any securities received by a           Holder inconnection with an Exchange Transaction (as defined in the Certificate           ofDesignation).  

*2.*              *REGISTRATION*. 

        (a)    If at any time prior to the time that registration is no longer required because the Registrable Securities are eligible for resale pursuant to the provisions of Rule 144(k) of theSecurities Act (the “Registration Period”), (i) the Company shall determine to registerany of its equity securities, either for its own account or for the account of a security holder or holders,other than a registration statement relating solely to employee benefit plans or a registration statement relatingsolely to a Rule 145 transaction or other merger transaction or a registration on any registration form which doesnot permit secondary sales of Common Stock or does not include substantially the same information as would be requiredto be included in a registration statement covering the resale of Registrable Securities and (ii) registrationstatements covering the resale of all of the Registrable Securities are not then effective and available for sales thereof, the Company will:  

-1-

    (i)      promptlygive each Holder written notice thereof;*