content: <PAGE>   1
     As filed with the Securities and Exchange Commission on November 5, 1997
                                                  Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
            ____________________________________________________________
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
            ____________________________________________________________
  
                         ARABIAN SHIELD DEVELOPMENT COMPANY
               (Exact name of registrant as specified in its charter)
  
                 DELAWARE                                     75-1256622
     (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                      Identification No.)
  
  10830 NORTH CENTRAL EXPRESSWAY, SUITE 175                    75231
              DALLAS, TEXAS                                  (Zip Code)
      (Address if Executive Officers)
  
              STOCK OPTION PLAN OF ARABIAN SHIELD DEVELOPMENT COMPANY
                              (Full Title of the Plan)
               ______________________________________________________
  
                                  DREW WILSON, JR.
                              SECRETARY AND TREASURER
                         ARABIAN SHIELD DEVELOPMENT COMPANY
                           10830 NORTH CENTRAL EXPRESSWAY
                                     SUITE 175
                               DALLAS, TEXAS   75231
                      (Name and address of agent for service)
  
                                   (214) 692-7872
           (Telephone number, including area code, of agent for service)
               ______________________________________________________
  
                                  With Copies To:
  
                             M. CHARLES JENNINGS, ESQ.
                             LOCKE PURNELL RAIN HARRELL
                            (A PROFESSIONAL CORPORATION)
                            2200 ROSS AVENUE, SUITE 2200
                               DALLAS, TEXAS   75201
               ______________________________________________________
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ----------------------------------------------------------------------------------------------------------------------
                                                        PROPOSED                                                      
              TITLE                                      MAXIMUM           PROPOSED MAXIMUM                           
          OF SECURITIES             AMOUNT TO        OFFERING PRICE       AGGREGATE OFFERING             AMOUNT OF    
        TO BE REGISTERED          BE REGISTERED       PER SHARE (1)            PRICE (1)              REGISTRATION FEE
    <S>                           <C>                    <C>                  <C>                         <C>
  ----------------------------------------------------------------------------------------------------------------------
    Common Stock,                 500,000 shares         $2.5625               $1,281,250                 $388.22
      $.10 Par Value
  ----------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
    (1)  Estimated in accordance with Rule 457(h) under the Securities Act of
    1933, as amended, solely for purposes of calculating the registration fee,
    based on the average of the high and low prices reported on the Nasdaq
    National Market on October 30, 1997.
  --------------------------------------------------------------------------------
  <PAGE>   2
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           The information specified by Item 1 and Item 2 of Part I of Form S-8
  is omitted from this filing in accordance with the provisions of Rule 428 under
  the Securities Act of 1933, as amended (the "Securities Act"), and the
  introductory Note to Part I of Form S-8.
  
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents set forth below are incorporated by reference in this
  Registration Statement.  All documents subsequently filed by Arabian Shield
  Development Company (the "Company") pursuant to Sections 13(a), 13(c), 14 and
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  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 into this
  Registration Statement and to be part hereof from the date of filing of such
  documents.
  
           1.      The Company's Annual Report on Form 10-K for fiscal year ended
                   December 31, 1996.
           2.      The Company's Quarterly Report on Form 10-Q for the quarter 
                   ended March 31, 1997.
           3.      The Company's Quarterly Report on Form 10-Q for the quarter
                   ended June 30, 1997.
           4.      The Company's Current Report on Form 8-K dated August 18,
                   1997.
           5.      The description of the Common Stock which is contained in the 
                   Company's Registration Statement on Form 10 dated April 29,
                   1972, as amended by an amendment thereto filed on June 27, 
                   1972, filed pursuant to Section 12 of the Exchange Act, and 
                   all  amendments thereto and reports which have been filed for 
                   the  purpose of updating such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Subsection (a) of Section 145 of the Delaware General Corporation Law
  (the "DGCL") empowers a corporation to indemnify any director or officer, or
  former director or officer, who was or is a party or is threatened to be made a
  party to any threatened, pending or completed action, suit or proceeding,
  whether civil, criminal, administrative or investigative (other than an
  
  
  
  
  
                                        -2-
  <PAGE>   3
  action by or in the right of the corporation), against expenses (including
  attorneys' fees), judgments, fines and amounts paid in settlement actually and
  reasonably incurred in connection with such action, suit or proceeding provided
  that such director or officer acted in good faith and in a manner reasonably
  believed to be in or not opposed to the best interests of the corporation, and,
  with respect to any criminal action or proceeding, provided that such director
  or officer had no cause to believe his or her conduct was unlawful.
  
           Subsection (b) of Section 145 of the DGCL empowers a corporation to
  indemnify any director or officer, or former director or officer, who was or is
  a party or is threatened to be made a party to any threatened, pending or
  completed action or suit by or in the right of the corporation to procure a
  judgment in its favor by reason of the fact that such person acted in any of
  the capacities set forth above, against expenses actually and reasonably
  incurred in connection with the defense or settlement of such action or suit
  provided that such director or officer acted in good faith and in a manner
  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 director or officer shall have been
  adjudged to be liable to the corporation unless and only to the extent that the
  Court of Chancery or the court in which such action was brought shall determine
  that despite the adjudication of liability such director or officer is fairly
  and reasonably entitled to indemnity for such expenses as the court shall deem
  proper.
  
           Section 145 of the DGCL further provides that to the extent a director
  or officer of a corporation has been successful in the defense of any action,
  suit or proceeding referred to in subsections (a) and (b) or in the defense of
  any claim, issue or matter therein, he or she shall be indemnified against
  expenses (including attorneys' fees) actually and reasonably incurred by him or
  her in connection therewith; that indemnification provided for in Section 145
  shall not be deemed exclusive of any other rights to which the indemnified
  party may be entitled; and that the corporation shall have power to purchase
  and maintain insurance on behalf of a director or officer of the corporation
  against any liability asserted against him or her or incurred by him or her in
  any such capacity or arising out of his or her status as such whether or not
  the corporation would have the power to indemnify him or her against such
  liabilities under Section 145.
  
           Article VIII of the Company's Bylaws, as amended, provides that the
  Company shall indemnify any director, officer or employee of the Company, or
  any former director, officer or employee, or any other person who may have
  served at the Company's request as a director, officer or employee of another
  corporation in which the Company owns shares of capital stock or of which the
  Company is a creditor; provided, however, that such indemnification does not
  extend to matters as to which there is a final judgment that such director,
  officer or employee is liable for negligence or misconduct in the performance
  of his duties to the Company.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  
  
  
  
                                        -3-
  <PAGE>   4
  ITEM 8.  EXHIBITS.
  
           4.1     Certificate of Incorporation of the Company as amended through
                   the Certificate of Amendment filed with the Delaware Secretary
                   of State on January 29, 1993 (incorporated by reference to
                   Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q/A
                   for the quarter ended September 30, 1994 (File No. 0-6247)).
  
           4.2     Bylaws of the Company, as amended through July 6, 1994
                   (incorporated by reference to Exhibit 3(b) to the Company's
                   Quarterly Report on Form 10-Q/A for the quarter ended
                   September 30, 1994 (File No. 0- 6247)).
  
           5.1     Opinion of Locke Purnell Rain Harrell (A Professional 
                   Corporation).
  
           23.1    Consent of Grant Thornton LLP.
  
           23.2    Consent of Price Waterhouse LLP.
  
           23.3    Consent of Locke Purnell Rain Harrell (A Professional
                   Corporation) (included in opinion filed as Exhibit 5.1).
  
           24.1    Power of Attorney (included on the signature pages of this
                   Registration Statement).
  
           99.1    Stock Option Plan of Arabian Shield Development Company
                   (incorporated by reference to Exhibit 10(e) to the Company's
                   Quarterly Report on Form 10-Q/A for the quarter ended
                   September 30, 1994 (File No. 0- 6247)).
  
  
  ITEM 9.  UNDERTAKINGS.
  
           The Company 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;
  
                  (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 or
                            decrease in volume of securities offered (if the
                            total dollar value of securities offered
  
  
  
  
  
                                        -4-
  <PAGE>   5
                            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;
  
                 (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;
  
                   Provided, however, that paragraphs (1)(i) and (1)(ii) do not
                   apply if the information required to be included in a
                   post-effective amendment by those paragraphs is contained in
                   periodic reports filed with or furnished to the Commission by
                   the Company pursuant to Section 13 or Section 15(d) of the
                   Exchange Act that are incorporated by reference in this
                   Registration Statement.
  
           (2)     That, for the purpose of determining any liability under the
                   Securities Act, 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.
  
           (4)     That, for purposes of determining any liability under the
                   Securities Act, each filing of the Company's annual report
                   pursuant to Section 13(a) or Section 15(d) of the Exchange Act
                   (and, where applicable, each filing of an employee benefit
                   plan's annual report pursuant to Section 15(d) of the Exchange
                   Act) 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.
  
           (5)     Insofar as indemnification for liabilities arising under the
                   Securities Act may be permitted to directors, officers and
                   controlling persons of the Company pursuant to the foregoing
                   provisions, or otherwise, the Company 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 and is, therefore, unenforceable.  In the event
                   that a claim for indemnification against such liabilities
                   (other than the payment by the Company of expenses incurred or
                   paid by a director, officer or controlling person of the
                   Company 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 Company 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 and will be governed by the
                   final adjudication of such issue.
  
  
  
  
  
                                        -5-
  <PAGE>   6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, 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 November 5,
  1997.
  
                                          ARABIAN SHIELD DEVELOPMENT COMPANY
  
  
  
                                          By: /s/ Drew Wilson, Jr.
                                             -----------------------------------
                                             Drew Wilson, Jr.
                                             Secretary and Treasurer
  
  
  
  
  
                                        -6-
  <PAGE>   7
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints each of Hatem El-Khalidi, John A.
  Crichton and Drew Wilson, Jr., and each of them, 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 any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all other documents in connection therewith, with the
  Securities and Exchange Commission, 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 on and about the
  premises as fully and to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in- fact and
  agents, or any of them, or their substitute or 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 dates indicated.
  
  
  <TABLE>
  <CAPTION>
              SIGNATURE                                    TITLE                                    DATE
              ---------                                    -----                                    ----
  <S>                                       <C>                                             <C>
   /s/ Hatem El-Khalidi                      President, Chief Executive Officer              November 5, 1997
  ---------------------------------                    and Director                                         
  Hatem El-Khalidi                                 (Principal Executive   
                                                         Officer)         
                                                                          
                                                                          
  
   /s/ Drew Wilson, Jr.                            Secretary and Treasurer                   November 5, 1997
  ---------------------------------              (Principal Financial and                                   
  Drew Wilson, Jr.                                  Accounting Officer)   
                                                                          
  
  
   /s/ John A. Crichton                      Chairman of the Board and Director              November 5, 1997
  ---------------------------------                                                                          
  John A. Crichton
                                                             
                                                             
  
  
                                                         Director                            November __, 1997
  ---------------------------------                                                                         
  Mohammed O. Al-Omair
  
  
   /s/ Ghazi Sultan                                      Director                            November 5, 1997
  ---------------------------------                                                                          
  Ghazi Sultan
  </TABLE>
  
  
  
  
  
                                        -7-
  <PAGE>   8
  
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
                                                               Sequentially
  Exhibit                                                        Numbered
  Number             Exhibit                                       Page
  ------             -------                                       ----
  <S>            <C>
  4.1            Certificate of Incorporation of the
                 Company as amended through the
                 Certificate of Amendment filed with the
                 Delaware Secretary of State on January
                 29, 1993 (incorporated by reference to
                 Exhibit 3(a) to the Company's Quarterly
                 Report on Form 10-Q/A for the quarter
                 ended September 30, 1994 (File No. 0-
                 6247))
                
  4.2            Bylaws of the Company, as amended
                 through July 6, 1994 (incorporated by
                 reference to Exhibit 3(b) to the
                 Company's Quarterly Report on Form 10-
                 Q/A for the quarter ended September 30,
                 1994 (File No. 0-6247))
                
  5.1            Opinion of Locke Purnell Rain Harrell (A
                 Professional Corporation)
                
  23.1           Consent of Grant Thornton LLP.
                
  23.2           Consent of Price Waterhouse LLP.
                
                
  23.3           Consent of Locke Purnell Rain Harrell (A
                 Professional Corporation) (included in
                 opinion filed as Exhibit 5.1)
  </TABLE>
  
  
  
  
  
                                        -8-
  <PAGE>   9
  <TABLE>
  <S>            <C>
  24.1           Power of Attorney (included on the
                 signature pages of this Registration
                 Statement)
                 
  99.1           Stock Option Plan of Arabian Shield
                 Development Company (incorporated by
                 reference to Exhibit 10(e) to the
                 Company's Quarterly Report on Form 10-
                 Q/A for the quarter ended September 30,
                 1994 (File No. 0-6247))
  </TABLE>
  
  
  
  
  
                                       -9-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23285}]
metadata_filer: {"company-data": {"conformed-name": "ARABIAN SHIELD DEVELOPMENT CO", "cik": "0000007039", "assigned-sic": "2911", "irs-number": "751256622", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39543", "film-number": "97708240"}, "business-address": {"street1": "10830 N CENTRAL EXPRWY STE 175", "city": "DALLAS", "state": "TX", "zip": "75231", "phone": "2146927872"}, "mail-address": {"street1": "10830 N CENTRAL EXPYWY STE 175", "street2": "10830 N CENTRAL EXPYWY STE 175", "city": "DALLAS", "state": "TX", "zip": "75231"}}
text: 1
     As filed with the Securities and Exchange Commission on November 5, 1997
                                                  Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
            ____________________________________________________________
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
            ____________________________________________________________
  
                         ARABIAN SHIELD DEVELOPMENT COMPANY
               (Exact name of registrant as specified in its charter)
  
                 DELAWARE                                     75-1256622
     (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                      Identification No.)
  
  10830 NORTH CENTRAL EXPRESSWAY, SUITE 175                    75231
              DALLAS, TEXAS                                  (Zip Code)
      (Address if Executive Officers)
  
              STOCK OPTION PLAN OF ARABIAN SHIELD DEVELOPMENT COMPANY
                              (Full Title of the Plan)
               ______________________________________________________
  
                                  DREW WILSON, JR.
                              SECRETARY AND TREASURER
                         ARABIAN SHIELD DEVELOPMENT COMPANY
                           10830 NORTH CENTRAL EXPRESSWAY
                                     SUITE 175
                               DALLAS, TEXAS   75231
                      (Name and address of agent for service)
  
                                   (214) 692-7872
           (Telephone number, including area code, of agent for service)
               ______________________________________________________
  
                                  With Copies To:
  
                             M. CHARLES JENNINGS, ESQ.
                             LOCKE PURNELL RAIN HARRELL
                            (A PROFESSIONAL CORPORATION)
                            2200 ROSS AVENUE, SUITE 2200
                               DALLAS, TEXAS   75201
               ______________________________________________________
  
                          CALCULATION OF REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------
                                                        PROPOSED                                                      
              TITLE                                      MAXIMUM           PROPOSED MAXIMUM                           
          OF SECURITIES             AMOUNT TO        OFFERING PRICE       AGGREGATE OFFERING             AMOUNT OF    
        TO BE REGISTERED          BE REGISTERED       PER SHARE (1)            PRICE (1)              REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------
    Common Stock,                 500,000 shares         $2.5625               $1,281,250                 $388.22
      $.10 Par Value
  ----------------------------------------------------------------------------------------------------------------------
  (1)  Estimated in accordance with Rule 457(h) under the Securities Act of
    1933, as amended, solely for purposes of calculating the registration fee,
    based on the average of the high and low prices reported on the Nasdaq
    National Market on October 30, 1997.
  --------------------------------------------------------------------------------
  2
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           The information specified by Item 1 and Item 2 of Part I of Form S-8
  is omitted from this filing in accordance with the provisions of Rule 428 under
  the Securities Act of 1933, as amended (the "Securities Act"), and the
  introductory Note to Part I of Form S-8.
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents set forth below are incorporated by reference in this
  Registration Statement.  All documents subsequently filed by Arabian Shield
  Development Company (the "Company") pursuant to Sections 13(a), 13(c), 14 and
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  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 into this
  Registration Statement and to be part hereof from the date of filing of such
  documents.
  
           1.      The Company's Annual Report on Form 10-K for fiscal year ended
                   December 31, 1996.
           2.      The Company's Quarterly Report on Form 10-Q for the quarter 
                   ended March 31, 1997.
           3.      The Company's Quarterly Report on Form 10-Q for the quarter
                   ended June 30, 1997.
           4.      The Company's Current Report on Form 8-K dated August 18,
                   1997.
           5.      The description of the Common Stock which is contained in the 
                   Company's Registration Statement on Form 10 dated April 29,
                   1972, as amended by an amendment thereto filed on June 27, 
                   1972, filed pursuant to Section 12 of the Exchange Act, and 
                   all  amendments thereto and reports which have been filed for 
                   the  purpose of updating such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Subsection (a) of Section 145 of the Delaware General Corporation Law
  (the "DGCL") empowers a corporation to indemnify any director or officer, or
  former director or officer, who was or is a party or is threatened to be made a
  party to any threatened, pending or completed action, suit or proceeding,
  whether civil, criminal, administrative or investigative (other than an
  
                                        -2-
  3
  action by or in the right of the corporation), against expenses (including
  attorneys' fees), judgments, fines and amounts paid in settlement actually and
  reasonably incurred in connection with such action, suit or proceeding provided
  that such director or officer acted in good faith and in a manner reasonably
  believed to be in or not opposed to the best interests of the corporation, and,
  with respect to any criminal action or proceeding, provided that such director
  or officer had no cause to believe his or her conduct was unlawful.
  
           Subsection (b) of Section 145 of the DGCL empowers a corporation to
  indemnify any director or officer, or former director or officer, who was or is
  a party or is threatened to be made a party to any threatened, pending or
  completed action or suit by or in the right of the corporation to procure a
  judgment in its favor by reason of the fact that such person acted in any of
  the capacities set forth above, against expenses actually and reasonably
  incurred in connection with the defense or settlement of such action or suit
  provided that such director or officer acted in good faith and in a manner
  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 director or officer shall have been
  adjudged to be liable to the corporation unless and only to the extent that the
  Court of Chancery or the court in which such action was brought shall determine
  that despite the adjudication of liability such director or officer is fairly
  and reasonably entitled to indemnity for such expenses as the court shall deem
  proper.
  
           Section 145 of the DGCL further provides that to the extent a director
  or officer of a corporation has been successful in the defense of any action,
  suit or proceeding referred to in subsections (a) and (b) or in the defense of
  any claim, issue or matter therein, he or she shall be indemnified against
  expenses (including attorneys' fees) actually and reasonably incurred by him or
  her in connection therewith; that indemnification provided for in Section 145
  shall not be deemed exclusive of any other rights to which the indemnified
  party may be entitled; and that the corporation shall have power to purchase
  and maintain insurance on behalf of a director or officer of the corporation
  against any liability asserted against him or her or incurred by him or her in
  any such capacity or arising out of his or her status as such whether or not
  the corporation would have the power to indemnify him or her against such
  liabilities under Section 145.
  
           Article VIII of the Company's Bylaws, as amended, provides that the
  Company shall indemnify any director, officer or employee of the Company, or
  any former director, officer or employee, or any other person who may have
  served at the Company's request as a director, officer or employee of another
  corporation in which the Company owns shares of capital stock or of which the
  Company is a creditor; provided, however, that such indemnification does not
  extend to matters as to which there is a final judgment that such director,
  officer or employee is liable for negligence or misconduct in the performance
  of his duties to the Company.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
                                        -3-
  4
  ITEM 8.  EXHIBITS.
  
           4.1     Certificate of Incorporation of the Company as amended through
                   the Certificate of Amendment filed with the Delaware Secretary
                   of State on January 29, 1993 (incorporated by reference to
                   Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q/A
                   for the quarter ended September 30, 1994 (File No. 0-6247)).
  
           4.2     Bylaws of the Company, as amended through July 6, 1994
                   (incorporated by reference to Exhibit 3(b) to the Company's
                   Quarterly Report on Form 10-Q/A for the quarter ended
                   September 30, 1994 (File No. 0- 6247)).
  
           5.1     Opinion of Locke Purnell Rain Harrell (A Professional 
                   Corporation).
  
           23.1    Consent of Grant Thornton LLP.
  
           23.2    Consent of Price Waterhouse LLP.
  
           23.3    Consent of Locke Purnell Rain Harrell (A Professional
                   Corporation) (included in opinion filed as Exhibit 5.1).
  
           24.1    Power of Attorney (included on the signature pages of this
                   Registration Statement).
  
           99.1    Stock Option Plan of Arabian Shield Development Company
                   (incorporated by reference to Exhibit 10(e) to the Company's
                   Quarterly Report on Form 10-Q/A for the quarter ended
                   September 30, 1994 (File No. 0- 6247)).
  
  ITEM 9.  UNDERTAKINGS.
  
           The Company 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;
  
                  (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 or
                            decrease in volume of securities offered (if the
                            total dollar value of securities offered
  
                                        -4-
  5
                            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;
  
                 (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;
  
                   Provided, however, that paragraphs (1)(i) and (1)(ii) do not
                   apply if the information required to be included in a
                   post-effective amendment by those paragraphs is contained in
                   periodic reports filed with or furnished to the Commission by
                   the Company pursuant to Section 13 or Section 15(d) of the
                   Exchange Act that are incorporated by reference in this
                   Registration Statement.
  
           (2)     That, for the purpose of determining any liability under the
                   Securities Act, 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.
  
           (4)     That, for purposes of determining any liability under the
                   Securities Act, each filing of the Company's annual report
                   pursuant to Section 13(a) or Section 15(d) of the Exchange Act
                   (and, where applicable, each filing of an employee benefit
                   plan's annual report pursuant to Section 15(d) of the Exchange
                   Act) 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.
  
           (5)     Insofar as indemnification for liabilities arising under the
                   Securities Act may be permitted to directors, officers and
                   controlling persons of the Company pursuant to the foregoing
                   provisions, or otherwise, the Company 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 and is, therefore, unenforceable.  In the event
                   that a claim for indemnification against such liabilities
                   (other than the payment by the Company of expenses incurred or
                   paid by a director, officer or controlling person of the
                   Company 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 Company 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 and will be governed by the
                   final adjudication of such issue.
  
                                        -5-
  6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, 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 November 5,
  1997.
  
                                          ARABIAN SHIELD DEVELOPMENT COMPANY
  
                                          By: /s/ Drew Wilson, Jr.
                                             -----------------------------------
                                             Drew Wilson, Jr.
                                             Secretary and Treasurer
  
                                        -6-
  7
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints each of Hatem El-Khalidi, John A.
  Crichton and Drew Wilson, Jr., and each of them, 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 any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all other documents in connection therewith, with the
  Securities and Exchange Commission, 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 on and about the
  premises as fully and to all intents and purposes as he might or could do in
  person, hereby ratifying and confirming all that said attorneys-in- fact and
  agents, or any of them, or their substitute or 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 dates indicated.
  SIGNATURE                                    TITLE                                    DATE
              ---------                                    -----                                    ----
  /s/ Hatem El-Khalidi                      President, Chief Executive Officer              November 5, 1997
  ---------------------------------                    and Director                                         
  Hatem El-Khalidi                                 (Principal Executive   
                                                         Officer)         
                                                                          
                                                                          
  
   /s/ Drew Wilson, Jr.                            Secretary and Treasurer                   November 5, 1997
  ---------------------------------              (Principal Financial and                                   
  Drew Wilson, Jr.                                  Accounting Officer)   
                                                                          
  
   /s/ John A. Crichton                      Chairman of the Board and Director              November 5, 1997
  ---------------------------------                                                                          
  John A. Crichton
                                                             
                                                             
  
                                                         Director                            November __, 1997
  ---------------------------------                                                                         
  Mohammed O. Al-Omair
  
   /s/ Ghazi Sultan                                      Director                            November 5, 1997
  ---------------------------------                                                                          
  Ghazi Sultan
  -7-
  8
  
                                 INDEX TO EXHIBITS
  Sequentially
  Exhibit                                                        Numbered
  Number             Exhibit                                       Page
  ------             -------                                       ----
  4.1            Certificate of Incorporation of the
                 Company as amended through the
                 Certificate of Amendment filed with the
                 Delaware Secretary of State on January
                 29, 1993 (incorporated by reference to
                 Exhibit 3(a) to the Company's Quarterly
                 Report on Form 10-Q/A for the quarter
                 ended September 30, 1994 (File No. 0-
                 6247))
                
  4.2            Bylaws of the Company, as amended
                 through July 6, 1994 (incorporated by
                 reference to Exhibit 3(b) to the
                 Company's Quarterly Report on Form 10-
                 Q/A for the quarter ended September 30,
                 1994 (File No. 0-6247))
                
  5.1            Opinion of Locke Purnell Rain Harrell (A
                 Professional Corporation)
                
  23.1           Consent of Grant Thornton LLP.
                
  23.2           Consent of Price Waterhouse LLP.
                
                
  23.3           Consent of Locke Purnell Rain Harrell (A
                 Professional Corporation) (included in
                 opinion filed as Exhibit 5.1)
  -8-
  9
  24.1           Power of Attorney (included on the
                 signature pages of this Registration
                 Statement)
                 
  99.1           Stock Option Plan of Arabian Shield
                 Development Company (incorporated by
                 reference to Exhibit 10(e) to the
                 Company's Quarterly Report on Form 10-
                 Q/A for the quarter ended September 30,
                 1994 (File No. 0-6247))
  -9-