content: <PAGE>   1
  
     As filed with the Securities and Exchange Commission on September 8, 1998
  
                                                     Registration No. 333-________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              CITADEL TECHNOLOGY, INC.
               (Exact name of registrant as specified in its charter)
  
             Delaware                                          75-2432011
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          Identification No.)
  
                         3811 Turtle Creek Blvd., Suite 600
                                 Dallas, Texas 75219
                 (Address of principal executive offices) (Zip Code)
  
                        NONQUALIFIED STOCK OPTION AGREEMENTS
                              (Full title of the plans)
  
                                 Steven B. Solomon,
                               Chief Executive Officer
                              Citadel Technology, Inc.
                          3811 Turtle Creek Blvd, Suite 600
                                 Dallas, Texas 75219
                                   (214) 520-9292
                         (Name, address and telephone number
                      including area code of agent for service)
  
                                      Copy to:
                                 David A. Wood, Esq.
                            Wood, Exall & Bonnet, L.L.P.
                            12222 Merit Drive, Suite 880
                                 Dallas, Texas 75251
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ------------------------------------------------------------------------------------------------------------------------------
  Title of                                       Proposed                Proposed Maximum             Amount of
  Class of                Amount to              Maximum                 Aggregate                    Registration Fee
  Securities              be                     Offering                Offering Price
  to be                   Registered             Price Per
  Registered                                     Share
  ------------------------------------------------------------------------------------------------------------------------------
  ------------------------------------------------------------------------------------------------------------------------------
  <S>                      <C>                   <C>                     <C>                          <C>
  Common Stock,           5,280,338              $0.31                   $1,646,785                   $485.80
  par value
  $.01 per
  share
  ------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
  
                                         1
  
  <PAGE>   2
  
  
  (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
  Registration Statement also covers an indeterminate number of shares of Common
  Stock that may be issued if certain anti-dilution provisions of the option
  agreements become operative.
  (2) This calculation is made solely for the purpose of determining the
  registration fee pursuant to the provisions of Rule 457(c) and (h) under the
  Securities Act of 1933, as amended. Accordingly, the fee with respect to shares
  of common stock, $.01 par value per share ("Common Stock"), which may be
  purchased upon exercise of outstanding options to purchase the shares is
  calculated upon the basis of the actual per share exercise price of the stock
  options awarded.
  
  
  
  
                                         2
  
  <PAGE>   3
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The information specified by Item 1 and Item 2 of Part I of Form S-8 is
  omitted from this filing in accordance with provisions of Rule 428 under the
  Securities Act of 1933, as amended, and the introductory Note to Part I of Form
  S-8.
  
                                       PART II
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Citadel Technology, Inc., a Delaware corporation (the "Company" or the
  "Registrant"), hereby incorporates by reference in this Registration Statement
  the following documents previously filed by the Registrant with the Securities
  and Exchange Commission (the "Commission"):
  
           (1) the Registrant's Annual Report on Form 10-KSB filed with the
  Commission for the fiscal year ended February 28, 1998;
  
           (2) the Registrant's Quarterly Report on Form 10-QSB filed with the
  Commission for the fiscal quarter ended May 31, 1998;
  
           (3) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
  of the fiscal year covered by the annual report referred to in (1) above; and
  
           (4) the description of the common stock, par value $0.01 per share, of
  the Registrant (the "Common Stock") set forth in the Registration Statement on
  Form S-1 for the Registrant's predecessor, Apollo Resources, Inc., filed with
  the Commission on November 1, 1988, and declared effective January 4, 1989,
  including any amendment or report filed for the purpose of updating such
  description.
  
           In addition, all documents subsequently filed by the registrant with
  the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
  Act prior to the filing of a post-effective amendment hereto that indicates that
  all securities offered hereby have been sold or which deregisters all such
  securities then remaining unsold, shall be deemed to be incorporated herein by
  reference and to be a part hereof from the date of filing of such documents. Any
  statement contained herein or in any document incorporated or deemed to be
  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 other subsequently filed document which also is or is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed to
  constitute a part of this registration statement, except as so modified or
  superseded.
  
  
  
                                         3
  
  
  <PAGE>   4
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
  Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Legal matters in connection with the Common Stock being offered
  hereunder have been passed upon for the registrant by Wood, Exall & Bonnet,
  L.L.P. David A. Wood, an officer of David Allen Wood, P.C., a partner in such
  law firm, holds exercisable options to acquire 200,000 shares of the Common
  Stock of the registrant, which shares are among those covered by this
  registration statement.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Registrant's Certificate of Incorporation, as amended, and Bylaws
  provide that no director of the Registrant will be personally liable to the
  Registrant or any of its stockholders for monetary damages arising from the
  director's breach of fiduciary duty as a director, except for liability (i) for
  any breach of the director's duty of loyalty to the Company or its stockholders,
  (ii) for acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law, (iii) for unlawful payments of
  dividends or unlawful stock repurchases or redemptions as provided in Section
  174 of the Delaware General Corporation Law, as amended (the "DGCL"), or (iv)
  for any transaction from which the director derived an improper personal
  benefit. The Certificate of Incorporation also provides that if the DGCL is
  amended to authorize corporate action further eliminating or limiting the
  personal liability of the directors, then the liability of a director of the
  Company will be eliminated or limited to the fullest extent permitted by the
  DGCL, as so amended.
  
           In addition, the Registrant's Certificate of Incorporation and Bylaws
  provide for indemnification of officers and directors to the fullest extent
  permitted by the DGCL. Pursuant to the provisions of Section 145 of the DGCL,
  the Registrant has the power to indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding (other than an action by or in the right of the corporation)
  by reason of the fact that he or she is or was a director, officer, employee or
  agent of any corporation, partnership, joint venture, trust or other enterprise,
  against any and all expenses, judgments, fines and amounts paid in settlement
  and reasonably incurred in connection with such action, suit or proceeding. The
  power to indemnify applies only if such person acted in good faith and in a
  manner he or she reasonably believed to be in the best interest, or not opposed
  to the best interest, of the corporation and with respect to any criminal action
  or proceeding, had no reasonable cause to believe his or her conduct was
  unlawful.
  
           The power to indemnify applies to actions brought by or in the right of
  the corporation, but only to the extent of defense and settlement expenses and
  not to any satisfaction of a judgment or settlement of the claim itself, and
  with the further limitation that in such actions no indemnification shall be
  made in the event of any adjudication unless the court, in its discretion,
  believes that in the light of all the circumstances indemnification should
  apply.
  
           To the extent any of the persons referred to in the two immediately
  preceding paragraphs is successful in the defense of the actions referred to
  therein, such person is entitled, pursuant to Section 145, to indemnification as
  described above.
  
  
  
  
  
                                         4
  
  
  <PAGE>   5
  
  
           In addition, the Certificate of Incorporation provides that the Company
  may purchase and maintain insurance on behalf of any director, officer, employee
  or agent of the Company who is or was serving, at the request of the
  Corporation, as a director, officer, employer or agent for another corporation,
  partnership, joint venture, trust or other enterprise against any liability
  asserted against him and incurred by him in such capacity or arising out of his
  status as such, whether or not the Company would have the power to indemnify
  such person for such liability under the DGCL.
  
  ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.
  
  Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Unless otherwise indicated below as being incorporated by reference to
  another filing of the Company, each of the following documents is filed as a
  part of this registration statement.
  
  Exhibit         Description of Exhibit
  
  5*              Opinion of Wood, Exall & Bonnet, L.L.P., counsel to registrant.
  
  10.1*           Form of Settlement Stock Option Agreements
  
  10.2*           Form of Stock Option Agreements
  
  23.1*           Consent of Grant Thornton LLP, independent certified public 
                  accountants.
  
  23.2*           Consent of Wood, Exall & Bonnet, L.L.P. (included as part of 
                  Exhibit 5).
  
  24*             Power of Attorney (included on the signature pages of this 
                  registration statement).
  
  
  --------------------
  *               Filed herewith.
  
  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; (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; or (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
  apply if the registration statement is on Form S-3 or Form S-8, and the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant 
  
  
  
  
                                         5
  
  <PAGE>   6
  
  
  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, 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; and
  
           (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, 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 the 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 may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  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 or 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 the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question of 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
  the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on September 8, 1998:
  
  CITADEL TECHNOLOGY, INC.
  
  
  By: /s/ STEVEN B. SOLOMON
     -------------------------------------------
     Steven B. Solomon,
     Chief Executive Officer and President
     (Principal Executive Officer)
  
  
  By: /s/ RICHARD L. TRAVIS, JR.
     -------------------------------------------
     Richard L. Travis, Jr.,
     Chief Financial and Operating Officer
     (Principal Financial and Accounting Officer)
  
  
  
  
  
                                         7
  
  <PAGE>   8
  
  
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Steven B. Solomon and Richard L. Travis,
  Jr., or either of them, 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
  with all exhibits thereto, and all documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite and necessary to be done 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 attorneys-in-fact and
  agents or either of them, or their or his substitute or substitutes, may
  lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
  
  
  
        SIGNATURE                      CAPACITY                        DATE
  
  --------------------------      Chairman of the Board         September __, 1998
  Victor K. Kiam, II              of Directors
  
  /s/ STEVEN B. SOLOMON
  --------------------------      Chief Executive Officer,      September 8, 1998
  Steven B. Solomon               President & Director
                                  (Principal Executive
                                  Officer)
  
  /s/ RICHARD L. TRAVIS, JR.
  --------------------------      Chief Financial and           September 8, 1998
  Richard L. Travis, Jr.          Operating Officer, Secretary
                                  Principal Financial and
                                  Accounting Officer)
  /s/ KENNETH JOHNSEN   
  --------------------------
  Kenneth Johnsen                 Director                      September 3, 1998
  
  /s/ MARK ROGERS 
  --------------------------
  Mark Rogers                     Director                      September 8, 1998
  
  /s/ CHRIS ECONOMOU 
  --------------------------
  Chris Economou                  Director                      September 8, 1998
  
  /s/ AXEL SAWALLICH
  --------------------------
  Axel Sawallich                  Director                      September 8, 1998
  
  
  --------------------------
  Gilbert Gertner                 Director                      September __, 1998
  
  
  
  
                                         8
  
  <PAGE>   9
  
  
  /s/ MICHAEL RUFF
  --------------------------
  Michael Ruff                    Director                      September 4, 1998
  
  
  
                                         9
  <PAGE>   10
  
  
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  
  
  Exhibit
  Number          Document Description
  
  <S>             <C>
  5*              Opinion of Wood, Exall & Bonnet, L.L.P., counsel to registrant.
  
  10.1*           Form of Settlement Stock Option Agreements.
  
  10.2*           Form of Stock Option Agreements.
  
  23.1*           Consent of Grant Thornton LLP, independent certified public
                  accountants.
  
  23.2*           Consent of Wood, Exall & Bonnet, L.L.P. (included as part of
                  Exhibit 5).
  
  24*             Power of Attorney (included on the signature pages of this
                  registration statement).
  </TABLE>
  
  --------------------
  *        Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19766}]
metadata_filer: {"company-data": {"conformed-name": "CITADEL TECHNOLOGY INC", "cik": "0000752789", "assigned-sic": "5812", "irs-number": "752242792", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63051", "film-number": "98705585"}, "business-address": {"street1": "3811 TURTLE CREEK BLVD", "street2": "SUITE 600", "city": "DALLAS", "state": "TX", "zip": "75219", "phone": "2145209292"}, "mail-address": {"street1": "3131 TURTLE CREEK BLVD SUITE 1301", "city": "DALLAS", "state": "TX", "zip": "75219"}, "former-company": [{"former-conformed-name": "CITADEL COMPUTER SYSTEMS INC", "date-changed": "19960613"}, {"former-conformed-name": "LONESTAR HOSPITALITY CORP /TX/", "date-changed": "19940816"}, {"former-conformed-name": "FIRSTSOUTH COMMERCIAL CORP", "date-changed": "19920703"}]}
text: 1
  
     As filed with the Securities and Exchange Commission on September 8, 1998
  
                                                     Registration No. 333-________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              CITADEL TECHNOLOGY, INC.
               (Exact name of registrant as specified in its charter)
  
             Delaware                                          75-2432011
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          Identification No.)
  
                         3811 Turtle Creek Blvd., Suite 600
                                 Dallas, Texas 75219
                 (Address of principal executive offices) (Zip Code)
  
                        NONQUALIFIED STOCK OPTION AGREEMENTS
                              (Full title of the plans)
  
                                 Steven B. Solomon,
                               Chief Executive Officer
                              Citadel Technology, Inc.
                          3811 Turtle Creek Blvd, Suite 600
                                 Dallas, Texas 75219
                                   (214) 520-9292
                         (Name, address and telephone number
                      including area code of agent for service)
  
                                      Copy to:
                                 David A. Wood, Esq.
                            Wood, Exall & Bonnet, L.L.P.
                            12222 Merit Drive, Suite 880
                                 Dallas, Texas 75251
  
                           CALCULATION OF REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------------
  Title of                                       Proposed                Proposed Maximum             Amount of
  Class of                Amount to              Maximum                 Aggregate                    Registration Fee
  Securities              be                     Offering                Offering Price
  to be                   Registered             Price Per
  Registered                                     Share
  ------------------------------------------------------------------------------------------------------------------------------
  ------------------------------------------------------------------------------------------------------------------------------
  Common Stock,           5,280,338              $0.31                   $1,646,785                   $485.80
  par value
  $.01 per
  share
  ------------------------------------------------------------------------------------------------------------------------------
  1
  2
  
  (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
  Registration Statement also covers an indeterminate number of shares of Common
  Stock that may be issued if certain anti-dilution provisions of the option
  agreements become operative.
  (2) This calculation is made solely for the purpose of determining the
  registration fee pursuant to the provisions of Rule 457(c) and (h) under the
  Securities Act of 1933, as amended. Accordingly, the fee with respect to shares
  of common stock, $.01 par value per share ("Common Stock"), which may be
  purchased upon exercise of outstanding options to purchase the shares is
  calculated upon the basis of the actual per share exercise price of the stock
  options awarded.
  
                                         2
  3
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The information specified by Item 1 and Item 2 of Part I of Form S-8 is
  omitted from this filing in accordance with provisions of Rule 428 under the
  Securities Act of 1933, as amended, and the introductory Note to Part I of Form
  S-8.
  
                                       PART II
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Citadel Technology, Inc., a Delaware corporation (the "Company" or the
  "Registrant"), hereby incorporates by reference in this Registration Statement
  the following documents previously filed by the Registrant with the Securities
  and Exchange Commission (the "Commission"):
  
           (1) the Registrant's Annual Report on Form 10-KSB filed with the
  Commission for the fiscal year ended February 28, 1998;
  
           (2) the Registrant's Quarterly Report on Form 10-QSB filed with the
  Commission for the fiscal quarter ended May 31, 1998;
  
           (3) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
  of the fiscal year covered by the annual report referred to in (1) above; and
  
           (4) the description of the common stock, par value $0.01 per share, of
  the Registrant (the "Common Stock") set forth in the Registration Statement on
  Form S-1 for the Registrant's predecessor, Apollo Resources, Inc., filed with
  the Commission on November 1, 1988, and declared effective January 4, 1989,
  including any amendment or report filed for the purpose of updating such
  description.
  
           In addition, all documents subsequently filed by the registrant with
  the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
  Act prior to the filing of a post-effective amendment hereto that indicates that
  all securities offered hereby have been sold or which deregisters all such
  securities then remaining unsold, shall be deemed to be incorporated herein by
  reference and to be a part hereof from the date of filing of such documents. Any
  statement contained herein or in any document incorporated or deemed to be
  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 other subsequently filed document which also is or is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed to
  constitute a part of this registration statement, except as so modified or
  superseded.
  
                                         3
  4
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
  Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Legal matters in connection with the Common Stock being offered
  hereunder have been passed upon for the registrant by Wood, Exall & Bonnet,
  L.L.P. David A. Wood, an officer of David Allen Wood, P.C., a partner in such
  law firm, holds exercisable options to acquire 200,000 shares of the Common
  Stock of the registrant, which shares are among those covered by this
  registration statement.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Registrant's Certificate of Incorporation, as amended, and Bylaws
  provide that no director of the Registrant will be personally liable to the
  Registrant or any of its stockholders for monetary damages arising from the
  director's breach of fiduciary duty as a director, except for liability (i) for
  any breach of the director's duty of loyalty to the Company or its stockholders,
  (ii) for acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law, (iii) for unlawful payments of
  dividends or unlawful stock repurchases or redemptions as provided in Section
  174 of the Delaware General Corporation Law, as amended (the "DGCL"), or (iv)
  for any transaction from which the director derived an improper personal
  benefit. The Certificate of Incorporation also provides that if the DGCL is
  amended to authorize corporate action further eliminating or limiting the
  personal liability of the directors, then the liability of a director of the
  Company will be eliminated or limited to the fullest extent permitted by the
  DGCL, as so amended.
  
           In addition, the Registrant's Certificate of Incorporation and Bylaws
  provide for indemnification of officers and directors to the fullest extent
  permitted by the DGCL. Pursuant to the provisions of Section 145 of the DGCL,
  the Registrant has the power to indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding (other than an action by or in the right of the corporation)
  by reason of the fact that he or she is or was a director, officer, employee or
  agent of any corporation, partnership, joint venture, trust or other enterprise,
  against any and all expenses, judgments, fines and amounts paid in settlement
  and reasonably incurred in connection with such action, suit or proceeding. The
  power to indemnify applies only if such person acted in good faith and in a
  manner he or she reasonably believed to be in the best interest, or not opposed
  to the best interest, of the corporation and with respect to any criminal action
  or proceeding, had no reasonable cause to believe his or her conduct was
  unlawful.
  
           The power to indemnify applies to actions brought by or in the right of
  the corporation, but only to the extent of defense and settlement expenses and
  not to any satisfaction of a judgment or settlement of the claim itself, and
  with the further limitation that in such actions no indemnification shall be
  made in the event of any adjudication unless the court, in its discretion,
  believes that in the light of all the circumstances indemnification should
  apply.
  
           To the extent any of the persons referred to in the two immediately
  preceding paragraphs is successful in the defense of the actions referred to
  therein, such person is entitled, pursuant to Section 145, to indemnification as
  described above.
  
                                         4
  5
  
           In addition, the Certificate of Incorporation provides that the Company
  may purchase and maintain insurance on behalf of any director, officer, employee
  or agent of the Company who is or was serving, at the request of the
  Corporation, as a director, officer, employer or agent for another corporation,
  partnership, joint venture, trust or other enterprise against any liability
  asserted against him and incurred by him in such capacity or arising out of his
  status as such, whether or not the Company would have the power to indemnify
  such person for such liability under the DGCL.
  
  ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.
  
  Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Unless otherwise indicated below as being incorporated by reference to
  another filing of the Company, each of the following documents is filed as a
  part of this registration statement.
  
  Exhibit         Description of Exhibit
  
  5*              Opinion of Wood, Exall & Bonnet, L.L.P., counsel to registrant.
  
  10.1*           Form of Settlement Stock Option Agreements
  
  10.2*           Form of Stock Option Agreements
  
  23.1*           Consent of Grant Thornton LLP, independent certified public 
                  accountants.
  
  23.2*           Consent of Wood, Exall & Bonnet, L.L.P. (included as part of 
                  Exhibit 5).
  
  24*             Power of Attorney (included on the signature pages of this 
                  registration statement).
  
  --------------------
  *               Filed herewith.
  
  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; (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; or (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
  apply if the registration statement is on Form S-3 or Form S-8, and the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant 
  
                                         5
  6
  
  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, 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; and
  
           (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, 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 the 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 may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  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 or 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 the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question of 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
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                                     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
  the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on September 8, 1998:
  
  CITADEL TECHNOLOGY, INC.
  
  By: /s/ STEVEN B. SOLOMON
     -------------------------------------------
     Steven B. Solomon,
     Chief Executive Officer and President
     (Principal Executive Officer)
  
  By: /s/ RICHARD L. TRAVIS, JR.
     -------------------------------------------
     Richard L. Travis, Jr.,
     Chief Financial and Operating Officer
     (Principal Financial and Accounting Officer)
  
                                         7
  8
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Steven B. Solomon and Richard L. Travis,
  Jr., or either of them, 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
  with all exhibits thereto, and all documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite and necessary to be done 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 attorneys-in-fact and
  agents or either of them, or their or his substitute or substitutes, may
  lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
        SIGNATURE                      CAPACITY                        DATE
  
  --------------------------      Chairman of the Board         September __, 1998
  Victor K. Kiam, II              of Directors
  
  /s/ STEVEN B. SOLOMON
  --------------------------      Chief Executive Officer,      September 8, 1998
  Steven B. Solomon               President & Director
                                  (Principal Executive
                                  Officer)
  
  /s/ RICHARD L. TRAVIS, JR.
  --------------------------      Chief Financial and           September 8, 1998
  Richard L. Travis, Jr.          Operating Officer, Secretary
                                  Principal Financial and
                                  Accounting Officer)
  /s/ KENNETH JOHNSEN   
  --------------------------
  Kenneth Johnsen                 Director                      September 3, 1998
  
  /s/ MARK ROGERS 
  --------------------------
  Mark Rogers                     Director                      September 8, 1998
  
  /s/ CHRIS ECONOMOU 
  --------------------------
  Chris Economou                  Director                      September 8, 1998
  
  /s/ AXEL SAWALLICH
  --------------------------
  Axel Sawallich                  Director                      September 8, 1998
  
  --------------------------
  Gilbert Gertner                 Director                      September __, 1998
  
                                         8
  9
  
  /s/ MICHAEL RUFF
  --------------------------
  Michael Ruff                    Director                      September 4, 1998
  
                                         9
  10
  
                                    EXHIBIT INDEX
  Exhibit
  Number          Document Description
  5*              Opinion of Wood, Exall & Bonnet, L.L.P., counsel to registrant.
  
  10.1*           Form of Settlement Stock Option Agreements.
  
  10.2*           Form of Stock Option Agreements.
  
  23.1*           Consent of Grant Thornton LLP, independent certified public
                  accountants.
  
  23.2*           Consent of Wood, Exall & Bonnet, L.L.P. (included as part of
                  Exhibit 5).
  
  24*             Power of Attorney (included on the signature pages of this
                  registration statement).
  --------------------
  *        Filed herewith.