SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SARATOGA RESOURCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Texas

76-0314489

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

2304 Hancock Drive, Suite 5 Austin, Texas 78756

(Address of Principal Executive Offices)(Zip Code)

2006 EMPLOYEE AND CONSULTANT STOCK PLAN

(Full Title of the Plan)

Thomas F. Cooke Saratoga Resources, Inc. 2304 Hancock Drive Suite 5 Austin, Texas 78756 (512) 478-5717

Copy to: Michael W. Sanders, Esq. 20333 S.H. 249, Suite 600 Houston, Texas (832) 446-2599

(Name, Address and Telephone Number of Agent For Service)

Approximate date of proposed sales pursuant to the plan:  From time to time after the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered

Amount to be Registered (1)

Proposed Maximum Offering Price Per Share (2)

Proposed Maximum Aggregate Offering Price

Amount of Registration Fee

Common Stock, $0.001 par value

1,325,000

$  0.70

$ 927,500.00

$ 28.47

(1)

Plus such additional number of shares as may hereafter become issuable pursuant to the Saratoga Resources, Inc. 2006 Employee and Consultant Stock Plan (the "Stock Plan") in the event of a stock dividend, split-up of shares, recapitalization or other similar transaction without receipt of consideration which results in an increase in the number of shares outstanding.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The offering price per share and aggregate offering price are based upon last reported sales price of the common stock as of October 23, 2007 for shares reserved for future issuance pursuant to the Stock Plan.

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EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this registration statement is filed solely to register an additional 1,325,000 shares of common stock reserved for issuance under the Saratoga Resources, Inc. 2006 Employee and Consultant Stock Plan, which increase was approved by the board of directors of Saratoga Resources, Inc. on October 9, 2007.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to the employee and non-employee participants of the Stock Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").  Such documents are not required to be filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

The documents incorporated by reference in Item 3 of Part II hereof are available without charge, upon written or oral request by the employee and non-employee participants of the Stock Plan.  Such documents are incorporated by reference in the Section 10(a) prospectus.  Other documents required to be delivered to the employee and non-employee participants of the Stock Plan pursuant to Rule 428(b) of the Securities Act are also available without charge, upon written or oral request.   Any such requests should be directed to the Registrant's President, Thomas F. Cooke, 2304 Hancock Drive, Suite 5, Austin Texas, 78756 or call (512) 478-5717.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by Saratoga Resources, Inc. (the "Registrant") with the Commission are incorporated herein by reference:

(a)

The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission (the "Commission") on March 14, 2007.

(b)

The Registrant's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2007, filed with the Commission on May 10, 2007.

(c)

The Registrant's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007, filed with the Commission on July 23, 2007.

(d)

The Registrant's Current Reports on Form 8-K, filed with the Commission on October 9, 2007, October 11, 2007, October 22, 2007, and October 25, 2007, and on Form 8-K/A, filed with the Commission on October 16, 2007.

(e)

The Registrant's registration statement on Form S-8 (File No. 333-131624), filed with the Commission on February 7, 2006.

(f)

All other reports, if any, filed by the Registrant pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year ended December 31, 2006.

(g)

The description of our securities included in Amendment No. 3 to the Form 10-SB Registration Statement (SEC File No. 0-27563) filed on November 4, 2005.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.  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 the 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 herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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ITEM 5.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Michael W. Sanders, Attorney at Law has given an opinion on the validity of the securities being registered hereunder. Michael W. Sanders owns 75,000 shares of common stock of the Registrant and is eligible to receive common stock pursuant to the Stock Plan and this Form S-8 registration statement.

ITEM 8.  EXHIBITS

          EXHIBIT NO.

DESCRIPTION

5.1

Opinion and Consent of Michael W. Sanders, Esq., with respect to the legality of the securities being registered.

10.1

2006 Employee and Consultant Stock Plan ⁽¹⁾

10.2

Amendment No. 1 to 2006 Employee and Consultant Stock Plan ⁽²⁾

23.1

Consent of Robnett & Company, L.L.P.

23.2

Consent of Michael W. Sanders, Esq. (included in Exhibit 5.1).

⁽¹⁾

Incorporated by reference to the exhibits to the Registrant's Current Report on Form 8-K dated January 30, 2006 and filed with the Commission on February 6, 2006.

⁽²⁾

Incorporated by reference to the exhibits to the Registrant's Current Report on Form 8-K dated October 8, 2007 and filed with the Commission on October 11, 2007.

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 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.

(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.

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(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 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 items described in Item 6 of Part II of this registration statement, 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 24th day of October 2007.

SARATOGA RESOURCES, INC.

By:

/s/ Thomas F. Cooke

Thomas F. Cooke, Chief Executive Officer

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 dates indicated.

Signature		Title		Date
/s/ Thomas F. Cooke		Chairman, Chief Executive Officer and Director		October 29, 2007
Thomas F. Cooke		(Principal Executive Officer and Principal Financial Officer)
/s/ Andy Clifford		President and Director		October 24, 2007
Andy Clifford
/s/ Kevin Smith		Director		October 24, 2007
Kevin Smith
/s/ Rex White		Director		October 24, 2007
Rex White

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