content: <PAGE>   1
  
  
  
  
  
      As filed with the Securities and Exchange Commission on August 27, 1997
                                                  Registration No. 33-55254-07
  ================================================================================
  
                         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                         200 Palo Pinto                    87-0434288
    (State of Other Jurisdiction                 Suite 108                   (I.R.S. Employer
  of Incorporation or Organization)      Weatherford, Texas  76086          Identification No.)
                                   (Address of Principal Executive Offices)                
                                       ----------------------------------
  </TABLE>
  
                     CONSULTING AGREEMENT (KENNETH A. FREEMAN)
                       CONSULTING AGREEMENT (BRIAN T. MCKEE)
                      CONSULTING AGREEMENT (SCOTT MACCAUGHERN)
  
                              (Full Title of the Plan)     
                         ----------------------------------
                                    C.E. JUSTICE
                                     President
                       Lone Star International Energy, Inc.
                                   200 Palo Pinto
                                     Suite 108
                             Weatherford, Texas  76086
                      (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....         1,250,000(2)                 $1.72                    $2,150,000                $651.51
  ===========================================================================================================================
  </TABLE>
  
  (1)                     Estimated in accordance with Rule 457(a) solely for the
                          purpose of calculating the registration fee and based
                          upon the average of the closing bid and ask prices on 
                          August 26, 1997.
  (2)                     250,000, and 500,000, and 500,000 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 three Agreements, respectively, for a
                          total of 1,250,000 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, 1996; and
  
            2.   The Company's Quarterly Reports on Form 10-QSB for the quarters
                 ended March 31, 1997, and June 30, 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
  
            250,000 shares of Class "A" common stock of the Company, par value
  $.001 per share, have been reserved for issuance pursuant to Mr. Freeman's
  Consulting Agreement, 500,000 shares of Class "A" common stock of the Company,
  par value $.001 per share, have been reserved for issuance pursuant to Mr.
  McKee's Consulting Agreement, and 500,000 shares of Class "A" common stock of
  the Company, par value $.001 per share, have been reserved for issuance
  pursuant to Mr.  MacCaughern's Consulting Agreement, for a total of 1,250,000
  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
  
  
  
  
  
                                        -3-
  <PAGE>   4
  
  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.  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;
  
  
  
  
  
                                       -4-
  <PAGE>   5
                              (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 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.
  
  
  
  
  
                                        -5-
  <PAGE>   6
                                     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 Weatherford, State of Texas, on August 27,
  1997.
  
                                         LONE STAR INTERNATIONAL
                                           ENERGY, INC.
  
  
  
                                      By: /s/ CECIL E. JUSTICE 
                                          ---------------------------------
                                          Cecil E. Justice
                                          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.
  
  <TABLE>
  <CAPTION>
       SIGNATURE                    TITLE                                  DATE
  <S>                             <C>                                    <C>
  /s/ CECIL E. JUSTICE            President & Director                   August 27, 1997
  -----------------------------                                                
  Cecil E. Justice
  
  
  /s/ MICHAEL D. HERRINGTON       Director                               August 27, 1997
  -----------------------------                                                
  Michael D. Herrington
  
  
  /s/ WILLIAM D. JOSSERAND, JR.   Director                               August 27, 1997   
  -----------------------------                                                
  William D. Josserand, Jr.
  </TABLE>
  
  
  
  
  
                                        -6-
  <PAGE>   7
                                 INDEX TO EXHIBITS
  
  
  
  EXHIBIT
  NUMBER
  ------
  *4.1-  Articles of Incorporation of Lone Star International Energy, Inc. . . .
  
  *4.2-  Bylaws of Lone Star International Energy, Inc.  . . . . . . . . . . . .
  
   4.4-  Consulting Agreement
         by and between Kenneth A. Freeman and the Company   . . . . . . . . . .
  
   4.5-  Consulting Agreement
         by and between Brian T. McKee and the Company   . . . . . . . . . . . .
  
   4.6-  Consulting Agreement
         by and between Scott MacCaughern and the Company  . . . . . . . . . . .
  
  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.
  
  
  
  
  
                                        -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17291}]
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": "333-34457", "film-number": "97670955"}, "business-address": {"street1": "200 PALO PINTO", "street2": "STE 108", "city": "WEATHERFORD", "state": "TX", "zip": "76086", "phone": "8175980542"}, "mail-address": {"street1": "200 PALO PINTO", "street2": "SUITE 108", "city": "WEATHERFORD", "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 August 27, 1997
                                                  Registration No. 33-55254-07
  ================================================================================
  
                         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                         200 Palo Pinto                    87-0434288
    (State of Other Jurisdiction                 Suite 108                   (I.R.S. Employer
  of Incorporation or Organization)      Weatherford, Texas  76086          Identification No.)
                                   (Address of Principal Executive Offices)                
                                       ----------------------------------
  CONSULTING AGREEMENT (KENNETH A. FREEMAN)
                       CONSULTING AGREEMENT (BRIAN T. MCKEE)
                      CONSULTING AGREEMENT (SCOTT MACCAUGHERN)
  
                              (Full Title of the Plan)     
                         ----------------------------------
                                    C.E. JUSTICE
                                     President
                       Lone Star International Energy, Inc.
                                   200 Palo Pinto
                                     Suite 108
                             Weatherford, Texas  76086
                      (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....         1,250,000(2)                 $1.72                    $2,150,000                $651.51
  ===========================================================================================================================
  (1)                     Estimated in accordance with Rule 457(a) solely for the
                          purpose of calculating the registration fee and based
                          upon the average of the closing bid and ask prices on 
                          August 26, 1997.
  (2)                     250,000, and 500,000, and 500,000 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 three Agreements, respectively, for a
                          total of 1,250,000 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, 1996; and
  
            2.   The Company's Quarterly Reports on Form 10-QSB for the quarters
                 ended March 31, 1997, and June 30, 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
  
            250,000 shares of Class "A" common stock of the Company, par value
  $.001 per share, have been reserved for issuance pursuant to Mr. Freeman's
  Consulting Agreement, 500,000 shares of Class "A" common stock of the Company,
  par value $.001 per share, have been reserved for issuance pursuant to Mr.
  McKee's Consulting Agreement, and 500,000 shares of Class "A" common stock of
  the Company, par value $.001 per share, have been reserved for issuance
  pursuant to Mr.  MacCaughern's Consulting Agreement, for a total of 1,250,000
  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
  
                                        -3-
  4
  
  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.  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;
  
                                       -4-
  5
                              (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 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.
  
                                        -5-
  6
                                     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 Weatherford, State of Texas, on August 27,
  1997.
  
                                         LONE STAR INTERNATIONAL
                                           ENERGY, INC.
  
                                      By: /s/ CECIL E. JUSTICE 
                                          ---------------------------------
                                          Cecil E. Justice
                                          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/ CECIL E. JUSTICE            President & Director                   August 27, 1997
  -----------------------------                                                
  Cecil E. Justice
  
  /s/ MICHAEL D. HERRINGTON       Director                               August 27, 1997
  -----------------------------                                                
  Michael D. Herrington
  
  /s/ WILLIAM D. JOSSERAND, JR.   Director                               August 27, 1997   
  -----------------------------                                                
  William D. Josserand, Jr.
  -6-
  7
                                 INDEX TO EXHIBITS
  
  EXHIBIT
  NUMBER
  ------
  *4.1-  Articles of Incorporation of Lone Star International Energy, Inc. . . .
  
  *4.2-  Bylaws of Lone Star International Energy, Inc.  . . . . . . . . . . . .
  
   4.4-  Consulting Agreement
         by and between Kenneth A. Freeman and the Company   . . . . . . . . . .
  
   4.5-  Consulting Agreement
         by and between Brian T. McKee and the Company   . . . . . . . . . . . .
  
   4.6-  Consulting Agreement
         by and between Scott MacCaughern and the Company  . . . . . . . . . . .
  
  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.
  
                                        -7-