content: <PAGE>   1
       As filed with the Securities and Exchange Commission on May 30, 1997
  
                                                         REGISTRATION NO.333-
  ===============================================================================
  
                                   UNITED STATES
                         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 jurisdiction of       (I.R.S Employer Identification No.)
      incorporation or organization)
  
                           14785 PRESTON ROAD, SUITE 860
                                DALLAS, TEXAS 75240
                      (Address of Principal Executive Offices)
                                     (Zip Code)
  
                                 COHO ENERGY, INC.
                               1993 STOCK OPTION PLAN
                              (Full title of the plan)
  
                                   JEFFREY CLARKE
                  CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 COHO ENERGY, INC.
                           14785 PRESTON ROAD, SUITE 860
                                DALLAS, TEXAS 75240
                      (Name and address of agent for service)
  
                                   (972) 774-8300
           (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: MARTIN F. DOUBLESIN
  
                        ------------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ==================================================================================================================================
                                                                                          PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE        AMOUNT TO BE              PROPOSED MAXIMUM            AGGREGATE OFFERING          AMOUNT OF
          REGISTERED                REGISTERED          OFFERING PRICE PER UNIT (1)          PRICE (1)            REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------------------
  <S>                           <C>                                  <C>                         <C>                     <C>     
  Common Stock, $.01 par
  value                         775,000 shares (2)                   $ 9.00                      $6,975,000              $2,114
  ==================================================================================================================================
  </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 May 27, 1997.
  (2)  Includes (i) an indeterminable number of shares of Common Stock issuable
       as a result of the anti-dilution provisions of the 1993 Stock Option Plan
       and (ii) the Common Stock purchase rights associated with the shares of
       Common Stock being registered.
  
  ===============================================================================
  
  
  
  
  <PAGE>   2
  
  
  ===============================================================================
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           The contents of the registrant's Registration Statement on Form S-8
  (No. 33-87206), and the registrant's Registration Statement on Form S-8 (No.
  333-13577) registering shares of Common Stock issuable under the 1993 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 13, 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 and
                Exchange Commission on September 13, 1994).
  
   4.4   --     First Amendment to Rights Agreement dated December 8, 1994, by
                and between the Registrant and Chemical Bank, as Rights Agent
                (incorporated by reference to Exhibit 4.5 to the Registrant's
                Annual Report on Form 10-K for the year ended December 31, 1994).
  
   4.5   --     Second Amendment to Rights Agreement dated August 30, 1995, by
                and between the Company and Chemical Bank, as Rights Agent
                (incorporated by reference to Exhibit 4.1 to the Registrant's
                Quarterly Report on Form 10-Q for the quarter ended September 30,
                1995).
  
   4.6   --     1993 Stock Option Plan (incorporated by reference to Exhibit 10.1
                to the Registrant's Registration Statement on Form S-4 (Reg. No.
                33-65620)).
  
   4.7   --     First Amendment to 1993 Stock Option Plan (incorporated by
                reference to Exhibit 10.6 to the Registrant's Quarterly Report on
                Form 10-Q for the quarter ended September 30, 1993).
  
   4.8   --     Second Amendment to 1993 Stock Option Plan (incorporated by
                reference to Exhibit 4.6 to the Registrant's Registration
                Statement on Form S-8 (Reg. No. 33-87206)).
  
   4.9   --     Third Amendment to 1993 Stock Option Plan (incorporated by
                reference to Exhibit 10.2 to the Registrant's Quarterly Report on
                Form 10-Q for the quarter ended June 30, 1996).
  
   4.10  --     Fourth Amendment to 1993 Stock Option Plan.
  
   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.
  
  
  
                                        -2-
  
  
  
  
  <PAGE>   3
  
  
  
  
  23.3  --      Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
  
  24.1  --      Powers of Attorney (included on pages 3 and 4).
  
  
  
  
  
                                        -3-
  
  
  
  <PAGE>   4
  
  
  
  
                                     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 30th day of May, 1997.
  
                                              COHO ENERGY, INC.
  
                                                                          
  
                                              By:  /s/ Jeffrey Clarke
                                                 -------------------------------
                                                       Jeffrey Clarke
                                                 Chairman, President and Chief 
                                                 Executive Officer
  
  
                                 POWER OF ATTORNEY
  
  
           KNOW ALL 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
  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/ Jeffrey Clarke                  Chairman, President, Chief Executive           May 30, 1997
  ---------------------------------------------           Officer and Director     
  Jeffrey Clarke                                      (Principal Executive Officer)
                                                                                   
  
            /s/ Eddie M. LeBlanc III                    Senior Vice President and                May 30, 1997
  ----------------------------------------------         Chief Financial Officer  
  Eddie M. LeBlanc III                                   (Principal Financial and 
                                                           Accounting Officer)    
                                                                                  
             /s/ Robert B. Anderson                             Director                         May 30, 1997
  ----------------------------------------------                        
  Robert B. Anderson
  </TABLE>
  
  
  
  
  
  
  
  
                                        -4-
  
  
  <PAGE>   5
  
  
  
  
  <TABLE>
  <CAPTION>
                    SIGNATURE                                     TITLE                              DATE
                    ---------                                     -----                              ----
  <S>                                                           <C>                              <C>    
  
                /s/ Roy R. Baker
  ------------------------------------------------              Director                         May 30, 1997
  Roy R. Baker                                                                                                   
  
            /s/ Frederick K. Campbell
  ------------------------------------------------              Director                         May 30, 1997
  Frederick K. Campbell
  
               /s/ Louis F. Crane
  ------------------------------------------------              Director                         May 30, 1997
  Louis F. Crane
  
              /s/ Howard I. Hoffen
  ------------------------------------------------              Director                         May 30, 1997
  Howard I. Hoffen
  
             /s/ Kenneth H. Lambert
  ------------------------------------------------              Director                         May 30, 1997
  Kenneth H. Lambert
  
              /s/ Douglas R. Martin
  ------------------------------------------------              Director                         May 30, 1997
  Douglas R. Martin
  
                /s/ Carl S. Quinn
  ------------------------------------------------              Director                         May 30, 1997
  Carl S. Quinn
  
                 /s/ Jake Taylor
  ------------------------------------------------              Director                         May 30, 1997
  Jake Taylor
  </TABLE>
  
  
  
  
  
  
                                        -5-
  
  
  
  <PAGE>   6
  
  
  
  
                                   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 13, 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 and
                Exchange Commission on September 13, 1994).
  
   4.4          First Amendment to Rights Agreement dated December 8, 1994, by
                and between the Registrant and Chemical Bank, as Rights Agent
                (incorporated by reference to Exhibit 4.5 to the Registrant's
                Annual Report on Form 10-K for the year ended December 31, 1994).
  
   4.5          Second Amendment to Rights Agreement dated August 30, 1995, by
                and between the Company and Chemical Bank, as Rights Agent
                (incorporated by reference to Exhibit 4.1 to the Registrant's
                Quarterly Report on Form 10-Q for the quarter ended September 30,
                1995).
  
   4.6          1993 Stock Option Plan (incorporated by reference to Exhibit 10.1
                to the Registrant's Registration Statement on Form S-4 (Reg. No.
                33-65620)).
  
   4.7          First Amendment to 1993 Stock Option Plan (incorporated by
                reference to Exhibit 10.6 to the Registrant's Quarterly Report on
                Form 10-Q for the quarter ended September 30, 1993).
  
   4.8          Second Amendment to 1993 Stock Option Plan (incorporated by
                reference to Exhibit 4.6 to the Registrant's Registration
                Statement on Form S-8 (Reg. No. 33-87206)).
  
   4.9          Third Amendment to 1993 Stock Option Plan (incorporated by
                reference to Exhibit 10.2 to the Registrant's Quarterly Report on
                Form 10-Q for the quarter ended June 30, 1996).
  
   4.10         Fourth Amendment to 1993 Stock Option Plan.
  </TABLE>
  
  
  
                                        -6-
  
  <PAGE>   7
  
  <TABLE>
  <CAPTION>
                                                                                        Sequentially
  Exhibit                                                                                 Numbered
  Number                       Description of Exhibits                                     Pages
  --------                     -----------------------                                  ------------
  <S>           <C>                                                                     <C>
   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 pages 3 and 4).
  
  </TABLE>
  
  
  
  
  
  
                                        -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16309}]
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": "333-28197", "film-number": "97617440"}, "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 May 30, 1997
  
                                                         REGISTRATION NO.333-
  ===============================================================================
  
                                   UNITED STATES
                         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 jurisdiction of       (I.R.S Employer Identification No.)
      incorporation or organization)
  
                           14785 PRESTON ROAD, SUITE 860
                                DALLAS, TEXAS 75240
                      (Address of Principal Executive Offices)
                                     (Zip Code)
  
                                 COHO ENERGY, INC.
                               1993 STOCK OPTION PLAN
                              (Full title of the plan)
  
                                   JEFFREY CLARKE
                  CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 COHO ENERGY, INC.
                           14785 PRESTON ROAD, SUITE 860
                                DALLAS, TEXAS 75240
                      (Name and address of agent for service)
  
                                   (972) 774-8300
           (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: MARTIN F. DOUBLESIN
  
                        ------------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  ==================================================================================================================================
                                                                                          PROPOSED MAXIMUM
  TITLE OF SECURITIES TO BE        AMOUNT TO BE              PROPOSED MAXIMUM            AGGREGATE OFFERING          AMOUNT OF
          REGISTERED                REGISTERED          OFFERING PRICE PER UNIT (1)          PRICE (1)            REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par
  value                         775,000 shares (2)                   $ 9.00                      $6,975,000              $2,114
  ==================================================================================================================================
  (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 May 27, 1997.
  (2)  Includes (i) an indeterminable number of shares of Common Stock issuable
       as a result of the anti-dilution provisions of the 1993 Stock Option Plan
       and (ii) the Common Stock purchase rights associated with the shares of
       Common Stock being registered.
  
  ===============================================================================
  2
  
  ===============================================================================
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           The contents of the registrant's Registration Statement on Form S-8
  (No. 33-87206), and the registrant's Registration Statement on Form S-8 (No.
  333-13577) registering shares of Common Stock issuable under the 1993 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 13, 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 and
                Exchange Commission on September 13, 1994).
  
   4.4   --     First Amendment to Rights Agreement dated December 8, 1994, by
                and between the Registrant and Chemical Bank, as Rights Agent
                (incorporated by reference to Exhibit 4.5 to the Registrant's
                Annual Report on Form 10-K for the year ended December 31, 1994).
  
   4.5   --     Second Amendment to Rights Agreement dated August 30, 1995, by
                and between the Company and Chemical Bank, as Rights Agent
                (incorporated by reference to Exhibit 4.1 to the Registrant's
                Quarterly Report on Form 10-Q for the quarter ended September 30,
                1995).
  
   4.6   --     1993 Stock Option Plan (incorporated by reference to Exhibit 10.1
                to the Registrant's Registration Statement on Form S-4 (Reg. No.
                33-65620)).
  
   4.7   --     First Amendment to 1993 Stock Option Plan (incorporated by
                reference to Exhibit 10.6 to the Registrant's Quarterly Report on
                Form 10-Q for the quarter ended September 30, 1993).
  
   4.8   --     Second Amendment to 1993 Stock Option Plan (incorporated by
                reference to Exhibit 4.6 to the Registrant's Registration
                Statement on Form S-8 (Reg. No. 33-87206)).
  
   4.9   --     Third Amendment to 1993 Stock Option Plan (incorporated by
                reference to Exhibit 10.2 to the Registrant's Quarterly Report on
                Form 10-Q for the quarter ended June 30, 1996).
  
   4.10  --     Fourth Amendment to 1993 Stock Option Plan.
  
   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.
  
                                        -2-
  3
  
  23.3  --      Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
  
  24.1  --      Powers of Attorney (included on pages 3 and 4).
  
                                        -3-
  4
  
                                     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 30th day of May, 1997.
  
                                              COHO ENERGY, INC.
  
                                                                          
  
                                              By:  /s/ Jeffrey Clarke
                                                 -------------------------------
                                                       Jeffrey Clarke
                                                 Chairman, President and Chief 
                                                 Executive Officer
  
                                 POWER OF ATTORNEY
  
           KNOW ALL 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
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                     TITLE                              DATE
                    ---------                                     -----                              ----
  /s/ Jeffrey Clarke                  Chairman, President, Chief Executive           May 30, 1997
  ---------------------------------------------           Officer and Director     
  Jeffrey Clarke                                      (Principal Executive Officer)
                                                                                   
  
            /s/ Eddie M. LeBlanc III                    Senior Vice President and                May 30, 1997
  ----------------------------------------------         Chief Financial Officer  
  Eddie M. LeBlanc III                                   (Principal Financial and 
                                                           Accounting Officer)    
                                                                                  
             /s/ Robert B. Anderson                             Director                         May 30, 1997
  ----------------------------------------------                        
  Robert B. Anderson
  -4-
  5
  SIGNATURE                                     TITLE                              DATE
                    ---------                                     -----                              ----
  /s/ Roy R. Baker
  ------------------------------------------------              Director                         May 30, 1997
  Roy R. Baker                                                                                                   
  
            /s/ Frederick K. Campbell
  ------------------------------------------------              Director                         May 30, 1997
  Frederick K. Campbell
  
               /s/ Louis F. Crane
  ------------------------------------------------              Director                         May 30, 1997
  Louis F. Crane
  
              /s/ Howard I. Hoffen
  ------------------------------------------------              Director                         May 30, 1997
  Howard I. Hoffen
  
             /s/ Kenneth H. Lambert
  ------------------------------------------------              Director                         May 30, 1997
  Kenneth H. Lambert
  
              /s/ Douglas R. Martin
  ------------------------------------------------              Director                         May 30, 1997
  Douglas R. Martin
  
                /s/ Carl S. Quinn
  ------------------------------------------------              Director                         May 30, 1997
  Carl S. Quinn
  
                 /s/ Jake Taylor
  ------------------------------------------------              Director                         May 30, 1997
  Jake Taylor
  -5-
  6
  
                                   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 13, 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 and
                Exchange Commission on September 13, 1994).
  
   4.4          First Amendment to Rights Agreement dated December 8, 1994, by
                and between the Registrant and Chemical Bank, as Rights Agent
                (incorporated by reference to Exhibit 4.5 to the Registrant's
                Annual Report on Form 10-K for the year ended December 31, 1994).
  
   4.5          Second Amendment to Rights Agreement dated August 30, 1995, by
                and between the Company and Chemical Bank, as Rights Agent
                (incorporated by reference to Exhibit 4.1 to the Registrant's
                Quarterly Report on Form 10-Q for the quarter ended September 30,
                1995).
  
   4.6          1993 Stock Option Plan (incorporated by reference to Exhibit 10.1
                to the Registrant's Registration Statement on Form S-4 (Reg. No.
                33-65620)).
  
   4.7          First Amendment to 1993 Stock Option Plan (incorporated by
                reference to Exhibit 10.6 to the Registrant's Quarterly Report on
                Form 10-Q for the quarter ended September 30, 1993).
  
   4.8          Second Amendment to 1993 Stock Option Plan (incorporated by
                reference to Exhibit 4.6 to the Registrant's Registration
                Statement on Form S-8 (Reg. No. 33-87206)).
  
   4.9          Third Amendment to 1993 Stock Option Plan (incorporated by
                reference to Exhibit 10.2 to the Registrant's Quarterly Report on
                Form 10-Q for the quarter ended June 30, 1996).
  
   4.10         Fourth Amendment to 1993 Stock Option Plan.
  -6-
  7
  Sequentially
  Exhibit                                                                                 Numbered
  Number                       Description of Exhibits                                     Pages
  --------                     -----------------------                                  ------------
  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 pages 3 and 4).
  -7-