content: <PAGE>   1
        As filed with the Securities and Exchange Commission on May 5, 1998
                                                  Registration No. 33-____________
  
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549      
  
                           ---------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933    
  
                           ---------------------------
  
                        LONE STAR INTERNATIONAL ENERGY, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  <TABLE>
   <S>                                <C>                                         <C>
                Nevada                             528 Grant Road                    87-0434288
     (State of Other Jurisdiction            Mineral Wells, Texas  76067          (I.R.S. Employer
   of Incorporation or Organization)  (Address of Principal Executive Offices)   Identification No.)
  </TABLE>
  
                           ---------------------------
  
         Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                           (William D. Josserand, Jr.)
         Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                                (Calvin D. Cline)
         Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                                  (Don R. Pyles)
         Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                             (Michael D. Herrington)
         Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                               (Richard P. Gazzola)
         Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                                 (Paula Fleming)
               Deferred Compensation Agreement and Promissory Notes
                                  (C.E. Justice)
                               Consulting Agreement
                                   (John Moran)
  
                              (Full Title of the Plan)     
  
                           ---------------------------
  
                                    C.E. JUSTICE
                                     President
                               Lone Star Energy, Inc.
                                   528 Grant Road
                            Mineral Wells, Texas  76067
                      (Name and Address of Agent for Service)
                       Telephone Number, Including Area Code
                               of Agent for Service:
                                   (817) 598-0542
   APPROXIMATE DATE SALE TO PUBLIC WILL START:  AS SOON AS PRACTICABLE AFTER THE
                       EFFECTIVE DATE OF THIS REGISTRATION.
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ========================================================================================================
           Title of              Amount        Proposed Maximum      Proposed Maximum        Amount
         Securities to            to be       Offering Price Per    Aggregate Offering    Registration
         be Registered         Registered         Share (1)              Price(1)             Fee
  --------------------------------------------------------------------------------------------------------
      <S>                     <C>                   <C>                   <C>                <C>
         Common Stock,                                                                    
      par value $.001....     3,726,012(2)          $ .365             $ 1,359,995         $ 413.00
  ========================================================================================================
  </TABLE>
  
  (1)                     Estimated in accordance with Rule 457(a) solely for the
                          purpose of calculating the registration fee and based
                          upon the average bid and sale price on May 4, 1998.
  
  (2)                     653,006, 354,240, 323185, 182,964, 316,115, 1,370,254,
                          376,248, and 150,000  shares of Class "A" common stock
                          of the Company, par value $.001 per share, have been
                          reserved for issuance pursuant to each of the
                          above-described Agreements, respectively, for a total
                          of 3,726,012 shares.
  
  ================================================================================
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTS
  
                 NOTE:    The document(s) containing the information required by
  Item 1 of Form S-8 and the document of availability of registrant information
  and any other information required by Item 2 of Form S-8 will be sent or given
  to employees as specified by Rule 428 under the Securities Act of 1933, as
  amended (the "Securities Act").  In accordance with Rule 428 and the
  requirements of Part I of Form S-8, such documents are not being filed with the
  Securities and Exchange Commission (the "Commission") either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424 under the Securities Act.  The registrant shall maintain a file of
  such documents in accordance with the provision of Rule 428.  Upon request, the
  registrant shall furnish to the Commission or its staff a copy or copies of all
  of the documents included in such file.
  
  
  
                                       -2-
  <PAGE>   3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
  
            This Registration statement incorporates herein by reference the
  following documents which have been filed (File No. 333-55254-07) with the
  Commission by Lone Star International Energy, Inc. (the "Company") pursuant to
  the Securities Exchange Act of 1934, as amended ("Exchange Act"):
  
            1.   The Company's Annual Report on Form 10-KSB for the year ended
                 December 31, 1997.
  
  Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
  15(d) of the Exchange Act subsequent to the date of this registration statement
  and prior to the filing of a post-effective amendment 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 in this
  registration statement and to be a part hereof from the date of filing such
  documents.
  
  Any statement incorporated by reference herein shall be deemed to be modified
  or superseded for purposes of this registration statement to the extent that a
  statement contained herein or in any subsequently filed document which also is
  or is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this registration
  statement.
  
  ITEM 4.   DESCRIPTION OF SECURITIES
  
            653,006 shares of Class "A" common stock of the Company, par value
  $.001 per share, have been reserved for issuance pursuant to Mr. Cline's
  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement, 354,240
  shares of Class "A" common stock of the Company, par value $.001 per share,
  have been reserved for issuance pursuant to Mr.  Gazzola's Deferred
  Compensation Agreement and Stock Sale Lock-Up Agreement, 323,185 shares of
  Class "A" common stock of the Company, par value $.001 per share, have been
  reserved for issuance pursuant to Mr. Herrington's Deferred Compensation
  Agreement and Stock Sale Lock-Up Agreement, 182,964 shares of Class "A" common
  stock of the Company, par value $.001 per share, have been reserved for
  issuance pursuant to Mr. Josserand's Deferred Compensation Agreement and Stock
  Sale Lock-Up Agreement, 316,115 shares of Class "A" common stock of the
  Company, par value $.001 per share, have been reserved for issuance pursuant to
  Mr. Pyles' Deferred Compensation Agreement and Stock Sale Lock-Up Agreement,
  376,248 shares of Class "A" common stock of the Company, par value $.001 per
  share, have been reserved for issuance pursuant to Ms. Fleming's Deferred
  Compensation Agreement and Stock Sale Lock-Up Agreement, 1,370,254 shares of
  Class "A" common stock of the Company, par value $.001 per share, have been
  reserved for issuance pursuant to Mr. Justice's
  
  
  
  
  
                                        -3-
  <PAGE>   4
  Deferred Compensation Agreement and Promissory Notes, and 150,000 shares of
  Class "A" common stock of the Company, par value $.001 per share, have been
  reserved for issuance pursuant to Mr. Moran's Consulting Agreement, for a total
  of 3,726,012 shares.  Shares issued are fully paid and nonassessable shares.
  The shares of Class "A" common stock may not be divided into classes and may
  not be issued in series.  No shares carry a pre-emptive or other right to
  purchase, subscribe for or take part of any securities of the Company issued by
  it.  No shares have a right to cumulate votes for directors.  Each outstanding
  share is entitled to one vote, in person or by proxy, on each matter submitted
  to a vote at a meeting of the stockholders.  No shares have any rights of
  priority with regard to any dividends or other distributions which may be
  declared or become payable to shareholders.  The Board of Directors may, in its
  sole discretion, declare dividends to be paid out of legally available surplus.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
  
            Not Applicable.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
            Nevada Revised Statutes Section 78.751 and Article VII of the
  Company's Bylaws provide the Company with powers and authority to indemnify its
  directors and officers.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
  
            Not applicable.
  
  ITEM 8.   EXHIBITS
  
            The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
  ITEM 9.   UNDERTAKINGS
  
                 (a) The undersigned registrant hereby undertakes:
  
                          (1)  To file, during any period in which offers or
                      sales are being made, a post-effective amendment to this
                      registration statement:
  
                               (i)  To include any prospectus required by Section
                          10(a)(3) of the Securities Act of 1933;
  
                               (ii)      To reflect in the prospectus any facts
                          or events arising after the effective date of the
                          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 the registration
                          statement.
  
  
  
  
  
                                        -4-
  <PAGE>   5
                          Notwithstanding the foregoing, any increase or decrease
                          in volume of securities offered (if the total dollar
                          value of securities offered 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 the registration statement or any material
                          change to such information in the registration
                          statement;
  
                      provided, however, that the undertakings set forth in
                      paragraph (i) and (ii) above do not apply if the
                      information required to be included in a post-effective
                      amendment by those paragraphs is contained in periodic
                      reports filed by the registrant pursuant to Section 13 or
                      Section 15(d) of the Exchange Act that are incorporated by
                      reference in the registration statement.
  
                          (2)  That, for the purpose of determining any liability
                      under the Securities Act of 1933, each such post-effective
                      amendment shall be deemed to be a new registration
                      statement relating to the securities offered therein, and
                      the offering of such securities at that time shall be
                      deemed to be the initial bona fide offering thereof.
  
                          (3)  To remove from registration by means of a
                      post-effective amendment any of the securities being
                      registered which remain unsold at the termination of the
                      offering.
  
                      (b) The undersigned registrant hereby undertakes that, for
                 purposes of determining any liability under the Securities Act
                 of 1933, each filing of the registrant's annual report pursuant
                 to Section 13(a) or Section 15(d) of the 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.
  
                      (c) Insofar as indemnification for liabilities arising
                 under the Securities Act of 1933 may be permitted to directors,
                 officers, and controlling persons of the registrant pursuant to
                 the provisions described under Item 6 above, or otherwise, the
                 registrant has been advised that in the opinion of the
                 Commission such indemnification is against public policy as
                 expressed in the Act and is, therefore, unenforceable.  In the
                 event that
  
  
  
  
  
                                        -5-
  <PAGE>   6
                 a claim for indemnification against such liabilities (other than
                 the payment by the registrant of expenses incurred or paid by a
                 director, officer, on controlling person of the registrant in
                 the successful defense of any action, suit or proceeding) is
                 asserted by such director, officer or controlling person in
                 connection with the securities being registered, the registrant
                 will, unless in the opinion of its counsel that 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 Act and will be governed by the final adjudication of such
                 issue.
  
  
  
  
  
                                        -6-
  <PAGE>   7
                                     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 the City of Mineral Wells, State of Texas, on May 5, 1998.
  
  
                                                      LONE STAR INTERNATIONAL
                                                        ENERGY, INC.
  
  
  
                                                   By: /s/ RICHARD BAKER
                                                      ---------------------------
                                                       Richard Baker
                                                       President
  
  
                 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 date indicated.
  
  
      SIGNATURE                      TITLE                           DATE
  
  
  /s/ RICHARD BAKER            President & Director 
  --------------------------                                       May 5, 1998
  Richard Baker                                                               
                                                         
  /s/ CECIL E. JUSTICE         Chairman & Director                  
  --------------------------                                       May 5, 1998
  Cecil E. Justice                                                            
                                                         
  /s/ DON R. PYLES             General Counsel, Secretary & 
  --------------------------   Director                            May 5, 1998
  Don R. Pyles                                                                
                                                         
  /s/ HENRY T. GEORGE          Director                  
  --------------------------                                       May 5, 1998
  Henry T. George                                                             
  
  
  
  
  
                                        -7-
  <PAGE>   8
                                 INDEX TO EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
        EXHIBIT
        NUMBER
        ------
           <S>    <C>
           *4.1-  Articles of Incorporation of Lone Star Energy, Inc.
  
           *4.2-  Bylaws of Lone Star Energy, Inc.
  
           10.1-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (William D. Josserand, Jr.)
  
           10.2-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Calvin D. Cline)
  
           10.3-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Don R. Pyles)
  
           10.4-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Michael D. Herrington)
  
           10.5-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Richard P. Gazzola)
  
           10.6-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Paula Fleming)
  
           10.7-  Deferred Compensation Agreement and Promissory Notes (C.E. Justice)
  
           10.8-  Consulting Agreement (John Moran)
  
              5-  Opinion of Michener Larimore Swindle Whitaker Flowers Sawyer 
                  Reynolds & Chalk, L.L.P.
  
            24.1- Consent of Davis, Kinard & Co., P.C.
  
            24.2- Consent of Michener Larimore Swindle Whitaker Flowers Sawyer 
                  Reynolds & Chalk, L.L.P. (incorporated in Exhibit 5)
  
  </TABLE>
  
  * Previously filed as the same exhibit number with the Company's Registration
  Statement on Form 10-KSB for the year ending December 31, 1995, and
  incorporated herein by reference.
  
  
  
  
                                        -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19734}]
metadata_filer: {"company-data": {"conformed-name": "LONE STAR INTERNATIONAL ENERGY INC", "cik": "0000841282", "assigned-sic": "6770", "irs-number": "870434288", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51863", "film-number": "98610686"}, "business-address": {"street1": "528 GRANT RD", "city": "MINERAL WELLS", "state": "TX", "zip": "76086", "phone": "9403251700"}, "mail-address": {"street1": "528 GRANT RD", "city": "MINERAL WELLS", "state": "TX", "zip": "76086"}, "former-company": [{"former-conformed-name": "CUMBERLAND HOLDINGS INC /NV", "date-changed": "19950606"}, {"former-conformed-name": "QUIESCENT CORP", "date-changed": "19920703"}]}
text: 1
        As filed with the Securities and Exchange Commission on May 5, 1998
                                                  Registration No. 33-____________
  
  ================================================================================
  
                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549      
  
                           ---------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933    
  
                           ---------------------------
  
                        LONE STAR INTERNATIONAL ENERGY, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  Nevada                             528 Grant Road                    87-0434288
     (State of Other Jurisdiction            Mineral Wells, Texas  76067          (I.R.S. Employer
   of Incorporation or Organization)  (Address of Principal Executive Offices)   Identification No.)
  ---------------------------
  
         Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                           (William D. Josserand, Jr.)
         Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                                (Calvin D. Cline)
         Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                                  (Don R. Pyles)
         Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                             (Michael D. Herrington)
         Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                               (Richard P. Gazzola)
         Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                                 (Paula Fleming)
               Deferred Compensation Agreement and Promissory Notes
                                  (C.E. Justice)
                               Consulting Agreement
                                   (John Moran)
  
                              (Full Title of the Plan)     
  
                           ---------------------------
  
                                    C.E. JUSTICE
                                     President
                               Lone Star Energy, Inc.
                                   528 Grant Road
                            Mineral Wells, Texas  76067
                      (Name and Address of Agent for Service)
                       Telephone Number, Including Area Code
                               of Agent for Service:
                                   (817) 598-0542
   APPROXIMATE DATE SALE TO PUBLIC WILL START:  AS SOON AS PRACTICABLE AFTER THE
                       EFFECTIVE DATE OF THIS REGISTRATION.
  
                          CALCULATION OF REGISTRATION FEE
  ========================================================================================================
           Title of              Amount        Proposed Maximum      Proposed Maximum        Amount
         Securities to            to be       Offering Price Per    Aggregate Offering    Registration
         be Registered         Registered         Share (1)              Price(1)             Fee
  --------------------------------------------------------------------------------------------------------
  Common Stock,                                                                    
      par value $.001....     3,726,012(2)          $ .365             $ 1,359,995         $ 413.00
  ========================================================================================================
  (1)                     Estimated in accordance with Rule 457(a) solely for the
                          purpose of calculating the registration fee and based
                          upon the average bid and sale price on May 4, 1998.
  
  (2)                     653,006, 354,240, 323185, 182,964, 316,115, 1,370,254,
                          376,248, and 150,000  shares of Class "A" common stock
                          of the Company, par value $.001 per share, have been
                          reserved for issuance pursuant to each of the
                          above-described Agreements, respectively, for a total
                          of 3,726,012 shares.
  
  ================================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTS
  
                 NOTE:    The document(s) containing the information required by
  Item 1 of Form S-8 and the document of availability of registrant information
  and any other information required by Item 2 of Form S-8 will be sent or given
  to employees as specified by Rule 428 under the Securities Act of 1933, as
  amended (the "Securities Act").  In accordance with Rule 428 and the
  requirements of Part I of Form S-8, such documents are not being filed with the
  Securities and Exchange Commission (the "Commission") either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424 under the Securities Act.  The registrant shall maintain a file of
  such documents in accordance with the provision of Rule 428.  Upon request, the
  registrant shall furnish to the Commission or its staff a copy or copies of all
  of the documents included in such file.
  
                                       -2-
  3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
  
            This Registration statement incorporates herein by reference the
  following documents which have been filed (File No. 333-55254-07) with the
  Commission by Lone Star International Energy, Inc. (the "Company") pursuant to
  the Securities Exchange Act of 1934, as amended ("Exchange Act"):
  
            1.   The Company's Annual Report on Form 10-KSB for the year ended
                 December 31, 1997.
  
  Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
  15(d) of the Exchange Act subsequent to the date of this registration statement
  and prior to the filing of a post-effective amendment 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 in this
  registration statement and to be a part hereof from the date of filing such
  documents.
  
  Any statement incorporated by reference herein shall be deemed to be modified
  or superseded for purposes of this registration statement to the extent that a
  statement contained herein or in any subsequently filed document which also is
  or is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this registration
  statement.
  
  ITEM 4.   DESCRIPTION OF SECURITIES
  
            653,006 shares of Class "A" common stock of the Company, par value
  $.001 per share, have been reserved for issuance pursuant to Mr. Cline's
  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement, 354,240
  shares of Class "A" common stock of the Company, par value $.001 per share,
  have been reserved for issuance pursuant to Mr.  Gazzola's Deferred
  Compensation Agreement and Stock Sale Lock-Up Agreement, 323,185 shares of
  Class "A" common stock of the Company, par value $.001 per share, have been
  reserved for issuance pursuant to Mr. Herrington's Deferred Compensation
  Agreement and Stock Sale Lock-Up Agreement, 182,964 shares of Class "A" common
  stock of the Company, par value $.001 per share, have been reserved for
  issuance pursuant to Mr. Josserand's Deferred Compensation Agreement and Stock
  Sale Lock-Up Agreement, 316,115 shares of Class "A" common stock of the
  Company, par value $.001 per share, have been reserved for issuance pursuant to
  Mr. Pyles' Deferred Compensation Agreement and Stock Sale Lock-Up Agreement,
  376,248 shares of Class "A" common stock of the Company, par value $.001 per
  share, have been reserved for issuance pursuant to Ms. Fleming's Deferred
  Compensation Agreement and Stock Sale Lock-Up Agreement, 1,370,254 shares of
  Class "A" common stock of the Company, par value $.001 per share, have been
  reserved for issuance pursuant to Mr. Justice's
  
                                        -3-
  4
  Deferred Compensation Agreement and Promissory Notes, and 150,000 shares of
  Class "A" common stock of the Company, par value $.001 per share, have been
  reserved for issuance pursuant to Mr. Moran's Consulting Agreement, for a total
  of 3,726,012 shares.  Shares issued are fully paid and nonassessable shares.
  The shares of Class "A" common stock may not be divided into classes and may
  not be issued in series.  No shares carry a pre-emptive or other right to
  purchase, subscribe for or take part of any securities of the Company issued by
  it.  No shares have a right to cumulate votes for directors.  Each outstanding
  share is entitled to one vote, in person or by proxy, on each matter submitted
  to a vote at a meeting of the stockholders.  No shares have any rights of
  priority with regard to any dividends or other distributions which may be
  declared or become payable to shareholders.  The Board of Directors may, in its
  sole discretion, declare dividends to be paid out of legally available surplus.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
  
            Not Applicable.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
            Nevada Revised Statutes Section 78.751 and Article VII of the
  Company's Bylaws provide the Company with powers and authority to indemnify its
  directors and officers.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
  
            Not applicable.
  
  ITEM 8.   EXHIBITS
  
            The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
  ITEM 9.   UNDERTAKINGS
  
                 (a) The undersigned registrant hereby undertakes:
  
                          (1)  To file, during any period in which offers or
                      sales are being made, a post-effective amendment to this
                      registration statement:
  
                               (i)  To include any prospectus required by Section
                          10(a)(3) of the Securities Act of 1933;
  
                               (ii)      To reflect in the prospectus any facts
                          or events arising after the effective date of the
                          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 the registration
                          statement.
  
                                        -4-
  5
                          Notwithstanding the foregoing, any increase or decrease
                          in volume of securities offered (if the total dollar
                          value of securities offered 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 the registration statement or any material
                          change to such information in the registration
                          statement;
  
                      provided, however, that the undertakings set forth in
                      paragraph (i) and (ii) above do not apply if the
                      information required to be included in a post-effective
                      amendment by those paragraphs is contained in periodic
                      reports filed by the registrant pursuant to Section 13 or
                      Section 15(d) of the Exchange Act that are incorporated by
                      reference in the registration statement.
  
                          (2)  That, for the purpose of determining any liability
                      under the Securities Act of 1933, each such post-effective
                      amendment shall be deemed to be a new registration
                      statement relating to the securities offered therein, and
                      the offering of such securities at that time shall be
                      deemed to be the initial bona fide offering thereof.
  
                          (3)  To remove from registration by means of a
                      post-effective amendment any of the securities being
                      registered which remain unsold at the termination of the
                      offering.
  
                      (b) The undersigned registrant hereby undertakes that, for
                 purposes of determining any liability under the Securities Act
                 of 1933, each filing of the registrant's annual report pursuant
                 to Section 13(a) or Section 15(d) of the 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.
  
                      (c) Insofar as indemnification for liabilities arising
                 under the Securities Act of 1933 may be permitted to directors,
                 officers, and controlling persons of the registrant pursuant to
                 the provisions described under Item 6 above, or otherwise, the
                 registrant has been advised that in the opinion of the
                 Commission such indemnification is against public policy as
                 expressed in the Act and is, therefore, unenforceable.  In the
                 event that
  
                                        -5-
  6
                 a claim for indemnification against such liabilities (other than
                 the payment by the registrant of expenses incurred or paid by a
                 director, officer, on controlling person of the registrant in
                 the successful defense of any action, suit or proceeding) is
                 asserted by such director, officer or controlling person in
                 connection with the securities being registered, the registrant
                 will, unless in the opinion of its counsel that 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 Act and will be governed by the final adjudication of such
                 issue.
  
                                        -6-
  7
                                     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 the City of Mineral Wells, State of Texas, on May 5, 1998.
  
                                                      LONE STAR INTERNATIONAL
                                                        ENERGY, INC.
  
                                                   By: /s/ RICHARD BAKER
                                                      ---------------------------
                                                       Richard Baker
                                                       President
  
                 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 date indicated.
  
      SIGNATURE                      TITLE                           DATE
  
  /s/ RICHARD BAKER            President & Director 
  --------------------------                                       May 5, 1998
  Richard Baker                                                               
                                                         
  /s/ CECIL E. JUSTICE         Chairman & Director                  
  --------------------------                                       May 5, 1998
  Cecil E. Justice                                                            
                                                         
  /s/ DON R. PYLES             General Counsel, Secretary & 
  --------------------------   Director                            May 5, 1998
  Don R. Pyles                                                                
                                                         
  /s/ HENRY T. GEORGE          Director                  
  --------------------------                                       May 5, 1998
  Henry T. George                                                             
  
                                        -7-
  8
                                 INDEX TO EXHIBITS
  EXHIBIT
        NUMBER
        ------
  *4.1-  Articles of Incorporation of Lone Star Energy, Inc.
  
           *4.2-  Bylaws of Lone Star Energy, Inc.
  
           10.1-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (William D. Josserand, Jr.)
  
           10.2-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Calvin D. Cline)
  
           10.3-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Don R. Pyles)
  
           10.4-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Michael D. Herrington)
  
           10.5-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Richard P. Gazzola)
  
           10.6-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Paula Fleming)
  
           10.7-  Deferred Compensation Agreement and Promissory Notes (C.E. Justice)
  
           10.8-  Consulting Agreement (John Moran)
  
              5-  Opinion of Michener Larimore Swindle Whitaker Flowers Sawyer 
                  Reynolds & Chalk, L.L.P.
  
            24.1- Consent of Davis, Kinard & Co., P.C.
  
            24.2- Consent of Michener Larimore Swindle Whitaker Flowers Sawyer 
                  Reynolds & Chalk, L.L.P. (incorporated in Exhibit 5)
  * Previously filed as the same exhibit number with the Company's Registration
  Statement on Form 10-KSB for the year ending December 31, 1995, and
  incorporated herein by reference.
  
                                        -8-