##### Table of Contents



As filed with the Securities and Exchange Commission on June 15, 2007
 Registration No. 333-
    UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 ENDEAVOUR INTERNATIONAL CORPORATION
  
 Nevada
    
    88-0448389(State or Other Jurisdiction
    
    (I.R.S. Employerof Incorporation or Organization)
    
    Identification No.)
 1000 Main Street, Suite 3300
Houston, Texas 77002
 
 ENDEAVOUR INTERNATIONAL CORPORATION
2007 INCENTIVE PLAN
  
 Name, Address and Telephone
    
    Copy of Communications to:Number of Agent for Service:H. Don TeagueExecutive Vice President
    
    Christopher A. FerazziEndeavour International Corporation
    
    Porter & Hedges, L.L.P.1000 Main Street, Suite 3300
    
    1000 Main Street, 36th FloorHouston, Texas 77002
    
    Houston, Texas 77002-3663(713) 307-8700
    
    (713) 226-6600
 CALCULATION OF REGISTRATION FEE
 ProposedAmount to
    
    
    
    Proposed Maximum Offering
    
    
    
    Maximum Aggregate
    
    
    
    Amount ofTitle of Each Class of Securities to be Registered
    
    
    be Registered (1)
    
    
    
    Price per Share (2)
    
    
    
    Offering Price (2)
    
    
    
    Registration Fee (2)Common Stock, par value $.01 per share
    
    
    
    8,000,000
    
    
    
    
    $1.56
    
    
    
    
    $12,480,000
    
    
    
    
    $383
 (1)
    
    Pursuant to Rule 416(a), also registered hereunder are an indeterminate number of shares of
common stock issuable as a result of the anti-dilution provisions of the Endeavour
International Corporation 2007 Incentive Plan (the Plan).(2)
    
    Pursuant to Rule 457(c), the registration fee is calculated on the basis of the average of
the high and low sale prices for the common stock on the American Stock Exchange on June 14,
2007, $1.56.




---



TABLE OF CONTENTS  PART IITEM 1. PLAN INFORMATIONITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATIONPART IIITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCEITEM 4. DESCRIPTION OF SECURITIESITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSELITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERSITEM 7. EXEMPTION FROM REGISTRATION CLAIMEDITEM 8. EXHIBITSITEM 9. UNDERTAKINGSSIGNATURESOpinion of Porter & Hedges, L.L.P.Consent of KPMG LLPConsent of Gaffney, Cline & Associates, Ltd.Consent of Netherland, Sewell & Associates, Inc.    Table of Contents  
 PART I
 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
 ITEM 1. PLAN INFORMATION
  
 ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
  
 PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  1)
    
    Our annual report on Form 10-K for the year ended December 31, 2006 (File No.
001-32212).2)
    
    Our quarterly report on Form 10-Q for the quarter ended March 31, 2007 (File No.
001-32212).3)
    
    Our current reports on Form 8-K filed on February 1, 2007, February 6, 2007, March 6,
2007, April 23, 2007, May 9, 2007, June 1, 2007, and June 7, 2007 (File No. 001-32212) (excluding any
information furnished pursuant to Item 2.02 or Item 7.01 of any such current report on
Form 8-K).4)
    
    The description of our common stock contained in our registration statement on Form
8-A filed on June 10, 2004, as amended by our amended registration statement on Form
8-A/A-1 filed on August 11, 2004 (File No. 001-32212), and including any other amendments
or reports filed for the purpose of updating such description.
   1




---



##### Table of Contents



ITEM 4 DESCRIPTION OF SECURITIES
  
 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 Delaware Law
     
 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  2




---



##### Table of Contents



ITEM 8. EXHIBITS
 Exhibit Number
    
    Description of Exhibit4.1
    
    Endeavour International Corporation 2007 Incentive Plan (incorporated by reference to Exhibit
A to the Companys definitive proxy statement filed April 23, 2007, File No. 001-32212).5.1 (*)
    
    Opinion of Porter & Hedges, L.L.P. with respect to legality of the securities, including
consent.23.1 (*)
    
    Consent of KPMG LLP.23.2 (*)
    
    Consent of Gaffney, Cline & Associates Ltd.23.3 (*)
    
    Consent of Netherland, Sewell & Associates, Inc.23.4 (*)
    
    Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).24.1 (*)
    
    Power of Attorney (contained in signature page).
 
 (*)
    
    Filed herewith. 
 ITEM 9. UNDERTAKINGS
      provided, however
 bona fide
 3




---



##### Table of Contents



bona fide
  4




---



##### Table of Contents



SIGNATURES
  Endeavour International CorporationBy:
    
    /s/ Robert L. ThompsonRobert L. ThompsonSenior Vice President, ChiefAccounting Officer
 Power of Attorney and Signatures
  5




---



##### Table of Contents



Signature
    
    Title
    
    Date/s/ William L. Transier
    
    Chairman, Chief Executive Officer
    
    June 15, 2007William L. Transier
    
    and Director (Principal Executive Officer)Executive Vice President and Chief FinancialLance Gilliland
    
    Officer (Principal Financial Officer)/s/ Robert L. Thompson
    
    Senior Vice President, Chief Accounting Officer
    
    June 15, 2007Robert L. Thompson
    
    (Principal Accounting Officer)/s/ John N. Seitz
    
    Vice Chairman
    
    June 15, 2007John N. Seitz/s/ John B. Connally III
    
    Director
    
    June 15, 2007John B. Connally III/s/ Barry J. Galt
    
    Director
    
    June 15, 2007Barry J. Galt/s/ Nancy K. Quinn
    
    Director
    
    June 15, 2007Nancy K. QuinnDirectorThomas D. Clark/s/ C. J. Hue Williams
    
    Director
    
    June 15, 2007C. J. Hue Williams
 6




---



##### Table of Contents



Exhibit Index
 Exhibit Number
    
    Description of Exhibit4.1
    
    Endeavour International Corporation 2007 Incentive Plan (incorporated by reference to Exhibit
A to the Companys definitive proxy statement filed April 23, 2007, File No. 001-32212).5.1 (*)
    
    Opinion of Porter & Hedges, L.L.P. with respect to legality of the securities, including
consent.23.1 (*)
    
    Consent of KPMG LLP.23.2 (*)
    
    Consent of Gaffney, Cline & Associates Ltd.23.3 (*)
    
    Consent of Netherland, Sewell & Assoctiates, Inc.23.4 (*)
    
    Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).24.1 (*)
    
    Power of Attorney (contained in signature page).
 
 (*)
    
    Filed herewith.