content: <PAGE>   1
  
  
  
      As filed with the Securities and Exchange Commission on October 7, 1996
                                                              Registration No.333-
  
  ================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                                 ---------------
  
                                    FORM S-8
  
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                COHO ENERGY, INC.
             (Exact name of registrant as specified in its charter)
  
                  TEXAS                               75-2488635     
             (State or other                        (I.R.S Employer  
             jurisdiction of                      Identification No.)
             incorporation or
              organization)
  
                           14785 PRESTON ROAD, SUITE 860
                                DALLAS, TEXAS  75240
                      (Address of Principal Executive Offices)
  
                                 COHO ENERGY, INC.
                    1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full title of the plan)
  
                                   JEFFREY CLARKE
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 COHO ENERGY, INC.
                           14785 PRESTON ROAD, SUITE 860
                                DALLAS, TEXAS  75240
                      (Name and address of agent for service)
  
                                   (214)991-9493
           (Telephone number, including area code, of agent for service)
  
                                 ---------------
  
                                   With Copy to:
  
                            Fulbright & Jaworski L.L.P.
                             1301 McKinney, Suite 5100
                               Houston, TX 77010-3095
                                   (713) 651-5151
                            Attention: Katie-Pat Vletas
  
                         CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ============================================================================================================
                                            Proposed maximum         Proposed maximum
   Title of securities    Amount to be     offering price per   aggregate offering price        Amount of
    to be registered       registered          unit (1)                  (1)                 registration fee
  ------------------------------------------------------------------------------------------------------------
   <S>                   <C>                    <C>                     <C>                       <C>      
   Common Stock  $.01
      par value          50,000 shares (2)      $7.00                   $350,000                  $107
  ============================================================================================================
  </TABLE>
  
  (1)      Estimated solely for the purpose of calculating the registration fee,
           based on the average of the high and low sale prices of a share of
           Common Stock as reported by the Nasdaq Stock Market on September 30,
           1996.
  (2)      Includes (i) an indeterminable number of shares of Common Stock
           issuable as a result of the anti-dilution provisions of the Stock
           Option Plan and (ii) the Common Stock purchase rights associated with
           the shares of Common Stock being registered (the "Rights").
  
  ================================================================================
  
  <PAGE>   2
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
           The contents of the registrant's Registration Statement on Form S-8
  (No. 33-87204), registering shares of Common Stock issuable under the 1993
  Non-Employee Director Stock Option Plan, are hereby incorporated by reference
  herein.
  
  Item 8.  Exhibits
  
   4.1   --  Articles of Incorporation of the Registrant, as amended through
             August 10, 1993 (incorporated by reference to Exhibit 3.1 to the
             Registrant's Registration Statement on Form S-4 (Reg. No.
             33-65620)).
  
   4.2   --  Bylaws of the Registrant (incorporated by reference to Exhibit 3.2
             to the Registrant's Registration Statement on Form S-4 (Reg. No.
             33-65620)).
  
   4.3   --  Rights Agreement dated September 12, 1994, by and between the
             Registrant and Chemical Bank, as Rights Agent (incorporated by
             reference to Exhibit 1 to the Registrant's Registration Statement on
             Form 8-A  filed by the Registrant with the Securities Exchange
             Commission on September 15, 1994).
  
   4.4   --  1993 Non-Employee Director Stock Option Plan (incorporated by
             reference to Exhibit 10.2 to the Registrant's Registration Statement
             on Form S-4 (Reg. No. 33-65620)).
  
   4.5   --  First Amendment to 1993 Non-Employee Director Stock Option Plan
             (incorporated by reference to Exhibit 10.1 to the Registrant's
             Quarterly Report on Form 10-Q for the quarter ended June 30, 1996).
  
   5.1   --  Opinion of Fulbright & Jaworski L.L.P. as to legality of securities.
  
  23.1   --  Consent of KPMG Peat Marwick LLP.
  
  23.2   --  Consent of Arthur Andersen LLP.
  
  23.3   --  Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
  
  24.1   --  Powers of Attorney (included on signature page).
  
  
  
  
  
                                        -2-
  <PAGE>   3
                                     SIGNATURES
  
           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 Dallas, Texas, on the 8th day of August, 1996.
  
                                                     COHO ENERGY, INC.
  
                                                     
                                           By:       /s/ Jeffrey Clarke
                                              ------------------------------------
                                                        Jeffrey Clarke
                                             President and Chief Executive Officer
  
  
                                 POWER OF ATTORNEY
  
  
           KNOWALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below constitutes and appoints Jeffrey Clarke 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 and all amendments (including post- effective amendments) to this
  Registration Statement, and to file the same and all exhibits thereto, and all
  documents in connection therewith, with the Securities and Exchange Commission,
  granting 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, or his 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
  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/ Jeffrey Clarke                       President, Chief Executive             August 31, 1996
  ------------------------------------------            Officer and Director                              
  Jeffrey Clarke                                   (Principal Executive Officer)
                                                                               
                                   
             /s/ Eddie M. LeBlanc                   Senior Vice President and              August 31, 1996
  ------------------------------------------         Chief Financial Officer                              
  Eddie M. LeBlanc                                   (Principal Financial and
                                                        Accounting Officer)  
                                                                             
  
                                    
          /s/ Frederick K. Campbell                          Director                      August 31, 1996
  ------------------------------------------                                                              
  Frederick K. Campbell
  </TABLE>
  
  
  
  
  
                                        -3-
  <PAGE>   4
  <TABLE>
  <CAPTION>
                   Signature                                  Title                             Date
                   ---------                                  -----                             ----
  <S>                                                        <C>                           <C>
                                  
           /s/ Kenneth H. Lambert                            Director                      August 31, 1996
  ------------------------------------------                                                              
  Kenneth H. Lambert
  
                                   
          /s/ Douglas R. Martin                              Director                      August 31, 1996
  ------------------------------------------                                                              
  Douglas R. Martin
  
  
                                  
           /S/ Robert R. Anderson                            Director                      August 31, 1996
  ------------------------------------------                                                              
  Robert R. Anderson
  
  
                               
              /s/ Roy R. Baker                               Director                      August 31, 1996
  ------------------------------------------                                                              
  Roy R. Baker
  
                                
             /s/ Louis F. Crane                              Director                      August 31, 1996
  ------------------------------------------                                                              
  Louis F. Crane
  
  
                                
             /s/ Jake Taylor                                 Director                      August 31, 1996
  ------------------------------------------                                                              
  Jake Taylor
  
                                 
            /s/ Howard I. Hoffen                             Director                      August 31, 1996
  ------------------------------------------                                                              
  Howard I. Hoffen
  
  
                                
           /s/ Carl S. Quinn                                 Director                      August 31, 1996
  ------------------------------------------                                                              
  Carl S. Quinn
  </TABLE>
  
  
  
  
  
                                        -4-
  <PAGE>   5
                                 EXHIBIT INDEX
  <TABLE>
  <CAPTION>
                                                                                            Sequentially
         Exhibit                                                                              Numbered
          Number                            Description of Exhibits                            Pages
          ------                            -----------------------                            -----
           <S>     <C>                                                                         <C>
           4.1     Articles of Incorporation of the Registrant, as amended
                   through August 10, 1993 (incorporated by reference to
                   Exhibit 3.1 to the Registrant's Registration Statement on
                   Form S-4 (Reg.  No. 33-65620)).
          
           4.2     Bylaws of the Registrant (incorporated by reference to
                   Exhibit 3.2 to the Registrant's Registration Statement on
                   Form S-4 (Reg. No. 33-65620)).
          
           4.3     Rights Agreement dated September 12, 1994, by and between
                   the Registrant and Chemical Bank, as Rights Agent
                   (incorporated by reference to Exhibit 1 to the
                   Registrant's Registration Statement on Form 8-A  filed by
                   the Registrant with the Securities Exchange Commission on
                   September 12, 1994).
          
           4.4     1993 Non-Employee Director Stock Option Plan (incorporated
                   by reference to Exhibit 10.2 to the Registrant's
                   Registration Statement on Form S-4 (Reg. No. 33-65620).
          
           4.5     First Amendment to 1993 Non-Employee Director Stock Option
                   Plan (incorporated by reference to Exhibit 10.1 to the
                   Registrant's Quarterly Report on Form 10-Q for the quarter
                   ended June 30, 1996).
          
           5.1     Opinion of Fulbright & Jaworski L.L.P. as to legality of
                   securities.
          
          23.1     Consent of KPMG Peat Marwick LLP.
          
          23.2     Consent of Arthur Andersen LLP.
          
          23.2     Consent of Fulbright & Jaworski L.L.P. (included in
                   Exhibit 5.1)
          
          24.1     Powers of Attorney (included on signature page)
  </TABLE>
          
          
          
          
          
                                    -5-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13945}]
metadata_filer: {"company-data": {"conformed-name": "COHO ENERGY INC", "cik": "0000908797", "assigned-sic": "1311", "irs-number": "752488635", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13579", "film-number": "96640025"}, "business-address": {"street1": "14785 PRESTON RD", "street2": "STE 860", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "2147748300"}, "mail-address": {"street1": "14785 PRESTON RD", "street2": "SUITE 860", "city": "DALLAS", "state": "TX", "zip": "75240"}}
text: 1
  
      As filed with the Securities and Exchange Commission on October 7, 1996
                                                              Registration No.333-
  
  ================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                                 ---------------
  
                                    FORM S-8
  
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                COHO ENERGY, INC.
             (Exact name of registrant as specified in its charter)
  
                  TEXAS                               75-2488635     
             (State or other                        (I.R.S Employer  
             jurisdiction of                      Identification No.)
             incorporation or
              organization)
  
                           14785 PRESTON ROAD, SUITE 860
                                DALLAS, TEXAS  75240
                      (Address of Principal Executive Offices)
  
                                 COHO ENERGY, INC.
                    1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full title of the plan)
  
                                   JEFFREY CLARKE
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 COHO ENERGY, INC.
                           14785 PRESTON ROAD, SUITE 860
                                DALLAS, TEXAS  75240
                      (Name and address of agent for service)
  
                                   (214)991-9493
           (Telephone number, including area code, of agent for service)
  
                                 ---------------
  
                                   With Copy to:
  
                            Fulbright & Jaworski L.L.P.
                             1301 McKinney, Suite 5100
                               Houston, TX 77010-3095
                                   (713) 651-5151
                            Attention: Katie-Pat Vletas
  
                         CALCULATION OF REGISTRATION FEE
  ============================================================================================================
                                            Proposed maximum         Proposed maximum
   Title of securities    Amount to be     offering price per   aggregate offering price        Amount of
    to be registered       registered          unit (1)                  (1)                 registration fee
  ------------------------------------------------------------------------------------------------------------
  Common Stock  $.01
      par value          50,000 shares (2)      $7.00                   $350,000                  $107
  ============================================================================================================
  (1)      Estimated solely for the purpose of calculating the registration fee,
           based on the average of the high and low sale prices of a share of
           Common Stock as reported by the Nasdaq Stock Market on September 30,
           1996.
  (2)      Includes (i) an indeterminable number of shares of Common Stock
           issuable as a result of the anti-dilution provisions of the Stock
           Option Plan and (ii) the Common Stock purchase rights associated with
           the shares of Common Stock being registered (the "Rights").
  
  ================================================================================
  2
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           The contents of the registrant's Registration Statement on Form S-8
  (No. 33-87204), registering shares of Common Stock issuable under the 1993
  Non-Employee Director Stock Option Plan, are hereby incorporated by reference
  herein.
  
  Item 8.  Exhibits
  
   4.1   --  Articles of Incorporation of the Registrant, as amended through
             August 10, 1993 (incorporated by reference to Exhibit 3.1 to the
             Registrant's Registration Statement on Form S-4 (Reg. No.
             33-65620)).
  
   4.2   --  Bylaws of the Registrant (incorporated by reference to Exhibit 3.2
             to the Registrant's Registration Statement on Form S-4 (Reg. No.
             33-65620)).
  
   4.3   --  Rights Agreement dated September 12, 1994, by and between the
             Registrant and Chemical Bank, as Rights Agent (incorporated by
             reference to Exhibit 1 to the Registrant's Registration Statement on
             Form 8-A  filed by the Registrant with the Securities Exchange
             Commission on September 15, 1994).
  
   4.4   --  1993 Non-Employee Director Stock Option Plan (incorporated by
             reference to Exhibit 10.2 to the Registrant's Registration Statement
             on Form S-4 (Reg. No. 33-65620)).
  
   4.5   --  First Amendment to 1993 Non-Employee Director Stock Option Plan
             (incorporated by reference to Exhibit 10.1 to the Registrant's
             Quarterly Report on Form 10-Q for the quarter ended June 30, 1996).
  
   5.1   --  Opinion of Fulbright & Jaworski L.L.P. as to legality of securities.
  
  23.1   --  Consent of KPMG Peat Marwick LLP.
  
  23.2   --  Consent of Arthur Andersen LLP.
  
  23.3   --  Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
  
  24.1   --  Powers of Attorney (included on signature page).
  
                                        -2-
  3
                                     SIGNATURES
  
           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 Dallas, Texas, on the 8th day of August, 1996.
  
                                                     COHO ENERGY, INC.
  
                                                     
                                           By:       /s/ Jeffrey Clarke
                                              ------------------------------------
                                                        Jeffrey Clarke
                                             President and Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
           KNOWALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below constitutes and appoints Jeffrey Clarke 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 and all amendments (including post- effective amendments) to this
  Registration Statement, and to file the same and all exhibits thereto, and all
  documents in connection therewith, with the Securities and Exchange Commission,
  granting 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, or his 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
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  Signature                                  Title                             Date
                   ---------                                  -----                             ----
  /s/ Jeffrey Clarke                       President, Chief Executive             August 31, 1996
  ------------------------------------------            Officer and Director                              
  Jeffrey Clarke                                   (Principal Executive Officer)
                                                                               
                                   
             /s/ Eddie M. LeBlanc                   Senior Vice President and              August 31, 1996
  ------------------------------------------         Chief Financial Officer                              
  Eddie M. LeBlanc                                   (Principal Financial and
                                                        Accounting Officer)  
                                                                             
  
                                    
          /s/ Frederick K. Campbell                          Director                      August 31, 1996
  ------------------------------------------                                                              
  Frederick K. Campbell
  -3-
  4
  Signature                                  Title                             Date
                   ---------                                  -----                             ----
  /s/ Kenneth H. Lambert                            Director                      August 31, 1996
  ------------------------------------------                                                              
  Kenneth H. Lambert
  
                                   
          /s/ Douglas R. Martin                              Director                      August 31, 1996
  ------------------------------------------                                                              
  Douglas R. Martin
  
                                  
           /S/ Robert R. Anderson                            Director                      August 31, 1996
  ------------------------------------------                                                              
  Robert R. Anderson
  
                               
              /s/ Roy R. Baker                               Director                      August 31, 1996
  ------------------------------------------                                                              
  Roy R. Baker
  
                                
             /s/ Louis F. Crane                              Director                      August 31, 1996
  ------------------------------------------                                                              
  Louis F. Crane
  
                                
             /s/ Jake Taylor                                 Director                      August 31, 1996
  ------------------------------------------                                                              
  Jake Taylor
  
                                 
            /s/ Howard I. Hoffen                             Director                      August 31, 1996
  ------------------------------------------                                                              
  Howard I. Hoffen
  
                                
           /s/ Carl S. Quinn                                 Director                      August 31, 1996
  ------------------------------------------                                                              
  Carl S. Quinn
  -4-
  5
                                 EXHIBIT INDEX
  Sequentially
         Exhibit                                                                              Numbered
          Number                            Description of Exhibits                            Pages
          ------                            -----------------------                            -----
  4.1     Articles of Incorporation of the Registrant, as amended
                   through August 10, 1993 (incorporated by reference to
                   Exhibit 3.1 to the Registrant's Registration Statement on
                   Form S-4 (Reg.  No. 33-65620)).
          
           4.2     Bylaws of the Registrant (incorporated by reference to
                   Exhibit 3.2 to the Registrant's Registration Statement on
                   Form S-4 (Reg. No. 33-65620)).
          
           4.3     Rights Agreement dated September 12, 1994, by and between
                   the Registrant and Chemical Bank, as Rights Agent
                   (incorporated by reference to Exhibit 1 to the
                   Registrant's Registration Statement on Form 8-A  filed by
                   the Registrant with the Securities Exchange Commission on
                   September 12, 1994).
          
           4.4     1993 Non-Employee Director Stock Option Plan (incorporated
                   by reference to Exhibit 10.2 to the Registrant's
                   Registration Statement on Form S-4 (Reg. No. 33-65620).
          
           4.5     First Amendment to 1993 Non-Employee Director Stock Option
                   Plan (incorporated by reference to Exhibit 10.1 to the
                   Registrant's Quarterly Report on Form 10-Q for the quarter
                   ended June 30, 1996).
          
           5.1     Opinion of Fulbright & Jaworski L.L.P. as to legality of
                   securities.
          
          23.1     Consent of KPMG Peat Marwick LLP.
          
          23.2     Consent of Arthur Andersen LLP.
          
          23.2     Consent of Fulbright & Jaworski L.L.P. (included in
                   Exhibit 5.1)
          
          24.1     Powers of Attorney (included on signature page)
  -5-