content: <PAGE>   1
       As filed with the Securities and Exchange Commission on June 26, 1997
                                          Registration Statement No. 333-
  ================================================================================
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
                               --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                               --------------------
  
                              TITAN EXPLORATION, INC.
               (Exact name of registrant as specified in its charter)
  
  
  
           DELAWARE                                     75-2671582
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
       500 WEST TEXAS, SUITE 500
             MIDLAND, TEXAS                                79701
  (Address of principal executive offices)               (Zip Code)
  
                               --------------------
                                    OPTION PLAN
                              (Full title of the Plan)
                               --------------------
  
           Jack D. Hightower                            Copy to:
       President, Chief Executive                    Joe Dannenmaier
    Officer and Chairman of the Board               Thompson & Knight,
        Titan Exploration, Inc.                A Professional Corporation
       500 West Texas, Suite 500                   1700 Pacific Avenue
          Midland, Texas 79701                          Suite 3300
  (Name and address of agent for service)           Dallas, Texas 75201
                                                       (214) 969-1700
            (915) 682-6612                     
    (Telephone number, including
    area code, of agent for service)
  
                               -------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ============================================================================================================================
     Title of securities to     Amount to be     Proposed maximum offering       Proposed maximum              Amount of
               be              registered(1)        price per share(2)          aggregate offering          registration fee
           registered                                                                price(2)
  ----------------------------------------------------------------------------------------------------------------------------
    <S>                          <C>                      <C>                      <C>                          <C>
    Common Stock par value       3,631,350                $2.08                    $7,553,208                   $2,289   
    $.01 per share  . . . .        shares
  ============================================================================================================================ 
  </TABLE>
  
  
  (1)  Pursuant to Rule 416 under the Securities Act of 1933, shares issuable 
       upon any stock split, stock dividend or similar transaction with respect 
       to these shares are also being registered hereunder.
  (2)  Estimated solely for the purpose of determining the registration fee 
       pursuant to Rule 457(h).
  
  ================================================================================
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  Item 1.     Plan Information.*
  
  Item 2.     Registrant Information and Employee Plan Annual Information.*
  
  ------------
  
  *     Information required by Part I to be contained in the Section 10(a)
        prospectus is omitted from this Registration Statement in accordance with
        Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
        S-8.
  <PAGE>   3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.     Incorporation of Documents by Reference.
  
        The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated by reference in this Registration
  Statement:
  
        (1)   The Company's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1996, containing the consolidated financial statements
              of the Company and its subsidiaries and certain supplementary data
              for the fiscal year ended December 31, 1996, together with the
              report thereon of KPMG Peat Marwick LLP, independent public
              accountants.
  
        (2)   All other reports filed by the Company pursuant to Section 13(a) or
              15(d) of the Exchange Act since December 31, 1996.
  
        (3)   The description of the Common Stock contained in the Company's
              Registration Statement on Form 8-A (Registration Statement No.
              000-21843), including any amendment or report filed for the purpose
              of updating such description.
  
        In addition, all documents filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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 of such documents.
  
  
  Item 4.     Description of Securities.
  
        Not applicable.
  
  
  Item 5.     Interests of Named Experts and Counsel.
  
        Not Applicable.
  
  
  Item 6.     Indemnification of Directors and Officers.
  
        The General Corporation Law of the State of Delaware (the "DGCL") permits
  the Registrant and its stockholders to limit directors' exposure to liability
  for certain breaches of the directors' fiduciary duty, either in a suit on
  behalf of the Registrant or in an action by stockholders of the Registrant.
  
        The Registrant's Certificate of Incorporation eliminates the liability of
  directors to stockholders or the Registrant for monetary damages arising out of
  the directors' breach of their fiduciary duty of care.  The Certificate of
  Incorporation also authorizes the Registrant to indemnify its directors,
  officers, incorporators, employees, and agents with respect to certain costs,
  expenses and amounts incurred in connection with an action, suit or proceeding
  by reason of the fact that such person was serving as a director, officer,
  incorporator, employee or agent of the Registrant.  In addition, the
  Registrant's Certificate of Incorporation permits the Registrant to provide
  additional indemnification rights to its officers and directors and to
  indemnify them to the greatest extent possible under the DGCL.
  
        The foregoing summaries are necessarily subject to the text of the
  statute, bylaws, and certificate of incorporation referenced above and are
  qualified in their entirety by reference thereto.
  
  
  
  
  
                                        II-1
  <PAGE>   4
  
  Item 7.     Exemption from Registration Claimed.
  
        Not Applicable.
  
  
  Item 8.     Exhibits.
  
        The following documents are filed as exhibits to this Registration
  Statement:
  
              4.1   Option Plan (filed as Exhibit 10.8 to the Registrant's
                    Registration Statement on Form S-1 (Registration No.
                    333-14029) and incorporated herein by reference.
  
              5.1   Opinion of Thompson & Knight, A Professional Corporation.
  
              23.1  Consent of Thompson & Knight, A Professional Corporation
                    (included in the opinion of Thompson & Knight, P.C. filed
                    herewith as Exhibit 5.1).
  
              23.2  Consent of KPMG Peat Marwick LLP.
  
              24.1  Power of Attorney (included on signature page of this
                    Registration Statement).
  
  
  Item 9.     Undertakings.
  
        The 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 this 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 this 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; and
  
                    (iii)       To include any material information with respect
              to the plan of distribution not previously disclosed in this
              Registration Statement or any material change to such information
              in this Registration Statement;
  
        provided, however, that paragraphs (1)(i) and (1)(ii) 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 Securities Exchange Act of
        1934 that are incorporated by reference in this 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.
  
  
  
  
  
                                        II-2
  <PAGE>   5
  
              (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.
  
              (4)   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 Securities Exchange Act
        of 1934 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.
  
              (5)   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 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
        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.
  
  
  
  
  
                                        II-3
  <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 Midland and State of Texas on the 25th day of
  June, 1997.
  
                                              TITAN EXPLORATION, INC.            
                                                                                 
                                                                                 
                                              By:       /s/ Jack D. Hightower    
                                                    -----------------------------
                                                    Jack D. Hightower, President 
                                                    Chief Executive Officer      
                                                    and Chairman of the Board    
  
  
                                 POWER OF ATTORNEY
  
        KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
  officers of Titan Exploration, Inc., a Delaware corporation, which is filing a
  Registration Statement on Form S-8 with the Securities and Exchange Commission
  under the provisions of the Securities Act of 1933, as amended, hereby
  constitute and appoint Jack D. Hightower and William K.  White, and each of
  them, his true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities, to sign such Registration Statement and any or all
  amendments to the Registration Statement, including a Prospectus or an amended
  Prospectus therein, and all other documents in connection therewith to be filed
  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 as agents or any of them, or their substitute or substitutes,
  may lawfully do or cause to be done by virtue hereof.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
  <TABLE>
  <CAPTION>
            SIGNATURE                           TITLE                       DATE
            ---------                           -----                       ----
    <S>                              <C>                               <C>
      /s/ Jack D. Hightower          President, Chief Executive        June 25, 1997
  --------------------------------                                                  
        Jack D. Hightower            Officer and Chairman of
                                     the Board (principal
                                     executive officer)
                                 
       /s/ William K. White          Vice President, Finance           June 25, 1997
  --------------------------------                                                  
         William K. White            and Chief Financial
                                     Officer (principal
                                     financial and accounting
                                     officer)
                                 
       /s/ George G. Staley          Executive Vice President,         June 25, 1997
  --------------------------------                                                  
         George G. Staley            Exploration and Director
                                 
                                 
        /s/ David R. Albin           Director                          June 25, 1997
  --------------------------------                                                  
          David R. Albin         
                                 
       /s/ Kenneth A. Hersh          Director                          June 25, 1997
  --------------------------------                                                  
         Kenneth A. Hersh        
                                 
    /s/ William J. Vaughn, Jr.       Director                          June 25, 1997
  --------------------------------                                                  
      William J. Vaughn, Jr.     
  </TABLE>
  
  
  
  
  
                                        II-4
  <PAGE>   7
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit Number                                           Exhibit
  --------------                                           -------
        <S>               <C>
        4.1               Option Plan (filed as Exhibit 10.8 to the Registrant's Registration Statement on Form S-1
                          (Registration Statement No. 333-14029) and incorporated herein by reference.
  
        5.1               Opinion of Thompson & Knight, A Professional Corporation.
  
        23.1              Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson &
                          Knight, P.C. filed herewith as Exhibit 5.1).
  
        23.2              Consent of KPMG Peat Marwick LLP.
  
        24.1              Power of Attorney (included on signature page of this Registration Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18113}]
metadata_filer: {"company-data": {"conformed-name": "TITAN EXPLORATION INC", "cik": "0001024645", "assigned-sic": "1311", "irs-number": "752671582", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30063", "film-number": "97629842"}, "business-address": {"street1": "500 W TEXAS AVE", "street2": "SUITE 500", "city": "MIDLAND", "state": "TX", "zip": "79701", "phone": "9156826612"}, "mail-address": {"street1": "500 W TEXAS AVE", "street2": "SUITE 500", "city": "MIDLAND", "state": "TX", "zip": "79701"}}
text: 1
       As filed with the Securities and Exchange Commission on June 26, 1997
                                          Registration Statement No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
                               --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                               --------------------
  
                              TITAN EXPLORATION, INC.
               (Exact name of registrant as specified in its charter)
  
           DELAWARE                                     75-2671582
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
       500 WEST TEXAS, SUITE 500
             MIDLAND, TEXAS                                79701
  (Address of principal executive offices)               (Zip Code)
  
                               --------------------
                                    OPTION PLAN
                              (Full title of the Plan)
                               --------------------
  
           Jack D. Hightower                            Copy to:
       President, Chief Executive                    Joe Dannenmaier
    Officer and Chairman of the Board               Thompson & Knight,
        Titan Exploration, Inc.                A Professional Corporation
       500 West Texas, Suite 500                   1700 Pacific Avenue
          Midland, Texas 79701                          Suite 3300
  (Name and address of agent for service)           Dallas, Texas 75201
                                                       (214) 969-1700
            (915) 682-6612                     
    (Telephone number, including
    area code, of agent for service)
  
                               -------------------
  
                          CALCULATION OF REGISTRATION FEE
  ============================================================================================================================
     Title of securities to     Amount to be     Proposed maximum offering       Proposed maximum              Amount of
               be              registered(1)        price per share(2)          aggregate offering          registration fee
           registered                                                                price(2)
  ----------------------------------------------------------------------------------------------------------------------------
  Common Stock par value       3,631,350                $2.08                    $7,553,208                   $2,289   
    $.01 per share  . . . .        shares
  ============================================================================================================================
  (1)  Pursuant to Rule 416 under the Securities Act of 1933, shares issuable 
       upon any stock split, stock dividend or similar transaction with respect 
       to these shares are also being registered hereunder.
  (2)  Estimated solely for the purpose of determining the registration fee 
       pursuant to Rule 457(h).
  
  ================================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  Item 1.     Plan Information.*
  
  Item 2.     Registrant Information and Employee Plan Annual Information.*
  
  ------------
  
  *     Information required by Part I to be contained in the Section 10(a)
        prospectus is omitted from this Registration Statement in accordance with
        Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
        S-8.
  3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.     Incorporation of Documents by Reference.
  
        The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated by reference in this Registration
  Statement:
  
        (1)   The Company's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1996, containing the consolidated financial statements
              of the Company and its subsidiaries and certain supplementary data
              for the fiscal year ended December 31, 1996, together with the
              report thereon of KPMG Peat Marwick LLP, independent public
              accountants.
  
        (2)   All other reports filed by the Company pursuant to Section 13(a) or
              15(d) of the Exchange Act since December 31, 1996.
  
        (3)   The description of the Common Stock contained in the Company's
              Registration Statement on Form 8-A (Registration Statement No.
              000-21843), including any amendment or report filed for the purpose
              of updating such description.
  
        In addition, all documents filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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 of such documents.
  
  Item 4.     Description of Securities.
  
        Not applicable.
  
  Item 5.     Interests of Named Experts and Counsel.
  
        Not Applicable.
  
  Item 6.     Indemnification of Directors and Officers.
  
        The General Corporation Law of the State of Delaware (the "DGCL") permits
  the Registrant and its stockholders to limit directors' exposure to liability
  for certain breaches of the directors' fiduciary duty, either in a suit on
  behalf of the Registrant or in an action by stockholders of the Registrant.
  
        The Registrant's Certificate of Incorporation eliminates the liability of
  directors to stockholders or the Registrant for monetary damages arising out of
  the directors' breach of their fiduciary duty of care.  The Certificate of
  Incorporation also authorizes the Registrant to indemnify its directors,
  officers, incorporators, employees, and agents with respect to certain costs,
  expenses and amounts incurred in connection with an action, suit or proceeding
  by reason of the fact that such person was serving as a director, officer,
  incorporator, employee or agent of the Registrant.  In addition, the
  Registrant's Certificate of Incorporation permits the Registrant to provide
  additional indemnification rights to its officers and directors and to
  indemnify them to the greatest extent possible under the DGCL.
  
        The foregoing summaries are necessarily subject to the text of the
  statute, bylaws, and certificate of incorporation referenced above and are
  qualified in their entirety by reference thereto.
  
                                        II-1
  4
  
  Item 7.     Exemption from Registration Claimed.
  
        Not Applicable.
  
  Item 8.     Exhibits.
  
        The following documents are filed as exhibits to this Registration
  Statement:
  
              4.1   Option Plan (filed as Exhibit 10.8 to the Registrant's
                    Registration Statement on Form S-1 (Registration No.
                    333-14029) and incorporated herein by reference.
  
              5.1   Opinion of Thompson & Knight, A Professional Corporation.
  
              23.1  Consent of Thompson & Knight, A Professional Corporation
                    (included in the opinion of Thompson & Knight, P.C. filed
                    herewith as Exhibit 5.1).
  
              23.2  Consent of KPMG Peat Marwick LLP.
  
              24.1  Power of Attorney (included on signature page of this
                    Registration Statement).
  
  Item 9.     Undertakings.
  
        The 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 this 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 this 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; and
  
                    (iii)       To include any material information with respect
              to the plan of distribution not previously disclosed in this
              Registration Statement or any material change to such information
              in this Registration Statement;
  
        provided, however, that paragraphs (1)(i) and (1)(ii) 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 Securities Exchange Act of
        1934 that are incorporated by reference in this 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.
  
                                        II-2
  5
  
              (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.
  
              (4)   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 Securities Exchange Act
        of 1934 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.
  
              (5)   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 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
        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.
  
                                        II-3
  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 Midland and State of Texas on the 25th day of
  June, 1997.
  
                                              TITAN EXPLORATION, INC.            
                                                                                 
                                                                                 
                                              By:       /s/ Jack D. Hightower    
                                                    -----------------------------
                                                    Jack D. Hightower, President 
                                                    Chief Executive Officer      
                                                    and Chairman of the Board    
  
                                 POWER OF ATTORNEY
  
        KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
  officers of Titan Exploration, Inc., a Delaware corporation, which is filing a
  Registration Statement on Form S-8 with the Securities and Exchange Commission
  under the provisions of the Securities Act of 1933, as amended, hereby
  constitute and appoint Jack D. Hightower and William K.  White, and each of
  them, his true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities, to sign such Registration Statement and any or all
  amendments to the Registration Statement, including a Prospectus or an amended
  Prospectus therein, and all other documents in connection therewith to be filed
  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 as agents or any of them, or their substitute or substitutes,
  may lawfully do or cause to be done by virtue hereof.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  SIGNATURE                           TITLE                       DATE
            ---------                           -----                       ----
  /s/ Jack D. Hightower          President, Chief Executive        June 25, 1997
  --------------------------------                                                  
        Jack D. Hightower            Officer and Chairman of
                                     the Board (principal
                                     executive officer)
                                 
       /s/ William K. White          Vice President, Finance           June 25, 1997
  --------------------------------                                                  
         William K. White            and Chief Financial
                                     Officer (principal
                                     financial and accounting
                                     officer)
                                 
       /s/ George G. Staley          Executive Vice President,         June 25, 1997
  --------------------------------                                                  
         George G. Staley            Exploration and Director
                                 
                                 
        /s/ David R. Albin           Director                          June 25, 1997
  --------------------------------                                                  
          David R. Albin         
                                 
       /s/ Kenneth A. Hersh          Director                          June 25, 1997
  --------------------------------                                                  
         Kenneth A. Hersh        
                                 
    /s/ William J. Vaughn, Jr.       Director                          June 25, 1997
  --------------------------------                                                  
      William J. Vaughn, Jr.
  II-4
  7
                                 INDEX TO EXHIBITS
  Exhibit Number                                           Exhibit
  --------------                                           -------
  4.1               Option Plan (filed as Exhibit 10.8 to the Registrant's Registration Statement on Form S-1
                          (Registration Statement No. 333-14029) and incorporated herein by reference.
  
        5.1               Opinion of Thompson & Knight, A Professional Corporation.
  
        23.1              Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson &
                          Knight, P.C. filed herewith as Exhibit 5.1).
  
        23.2              Consent of KPMG Peat Marwick LLP.
  
        24.1              Power of Attorney (included on signature page of this Registration Statement).