content: <PAGE>   1
  
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 1996
                                                           REGISTRATION NO._______
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                              --------------------
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                              --------------------
  
                           NATIONAL ENERGY GROUP, INC.
             (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                <C>                                              <C>
            DELAWARE                    4925 GREENVILLE AVENUE, SUITE 1400                58-1922764
  (State or other jurisdiction of               DALLAS, TEXAS 75206                    (I.R.S. Employer
  incorporation or organization)     (Address of principal executive offices)         Identification No.)
  </TABLE>
  
  
                           ALEXANDER ENERGY CORPORATION
                   1986 INCENTIVE STOCK OPTION PLAN, AS AMENDED
  
               ALEXANDER ENERGY CORPORATION 1993 STOCK OPTION PLAN
                            (Full title of the plans)
  
                                 MILES D. BENDER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           NATIONAL ENERGY GROUP, INC.
                        4925 GREENVILLE AVENUE, SUITE 1400
                               DALLAS, TEXAS 75206
                                  (214) 692-9211
            (Name, address and telephone number of agent for service)
  
                                    COPIES TO:
                           STRASBURGER & PRICE, L.L.P.
                           901 MAIN STREET, SUITE 4300
                               DALLAS, TEXAS 75202
                                  (214) 651-4300
                             ATTN:  MIKE JOPLIN, ESQ.
  
                         CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ========================================================================================================================
                                                                 PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF 
                                             AMOUNT TO BE         OFFERING PRICE     AGGREGATE OFFERING     REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED      REGISTERED (1)        PER SHARE (2)         PRICE (1)(2)             FEE    
  - ------------------------------------------------------------------------------------------------------------------------
   <S>                                      <C>                       <C>                <C>                   <C>
   Common Stock, $.01 par value             134,887 shares            $2.25              $303,097.19           $104.52
  ========================================================================================================================
  </TABLE>
  
  (1)  This Registration Statement also includes an indeterminate number of
       additional shares that may become issuable pursuant to the anti-dilution
       adjustment provisions of the plans.
  
  (2)  Estimated solely for purposes of computing the amount of the registration
       fee in accordance with Rule 457(h) under the Securities Act of 1933, as
       amended.  The registration fee calculation is based on the weighted
       average option price per share for 134,887 shares presently subject to
       options granted under the plans.
  
  ================================================================================
  <PAGE>   2
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
  
        The following documents are incorporated by reference into this
  Registration Statement and are deemed to be a part hereof from the date of
  filing of such documents with the Securities and Exchange Commission (the
  "Commission"):
  
       (a)  Prospectus of the Registrant dated August 9, 1996 filed by the
            Registrant with the Commission pursuant to Rule 424(b) under the
            Securities Act of 1933, as amended (the "Securities Act"),
            Registration No. 333-9045.
  
       (b)  Quarterly Report on Form 10-Q of the Registrant for the quarter ended
            June 30, 1996.
  
       (c)  Current Reports on Form 8-K and Form 8-K/A No. 1 of the Registrant
            dated August 29, 1996 filed pursuant to Section 13 of the Securities
            Exchange Act of 1934, as amended (the "Exchange Act").
  
       (d)  The description of the Common Stock, $.01 par value per share (the
            "Common Stock"), of the Registrant contained in Item 1 of the
            Registration Statement on Form 8-A dated April 5, 1991 filed pursuant
            to Section 12(g) of the Exchange Act (Registration No. 0-19136),
            including all amendments or reports filed for the purpose of updating
            such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement which indicates that
  all securities offered hereby have been sold or which deregisters all such
  securities then remaining unsold, shall be deemed to be incorporated by
  reference into this Registration Statement and to be a part hereof from the
  date of filing of such documents.
  
       Any statement contained in any document 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.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       As authorized by Section 145 of the General Corporation Law of Delaware
  (the "Delaware Corporation Law"), each director and officer of the Registrant
  may be indemnified by the Registrant against expenses (including attorney's
  fees, judgments, fines and amounts paid in settlement) actually and reasonably
  incurred in connection with the defense or settlement of any threatened,
  pending or completed legal proceedings in which he is involved by reason of the
  fact that he is or was a director or officer of the Registrant if he acted in
  good faith and in a manner that he reasonably believed to be in or not opposed
  to the best interests of the Registrant, and, with respect to any criminal
  action or proceeding, if he had no reasonable cause to believe that his conduct
  was unlawful.  In each case, such indemnity shall be to the fullest extent
  authorized by the Delaware Corporation Law, as amended, to the extent such
  amendment permits the Registrant to provide broader indemnification rights.  If
  the legal proceeding, however, is by or in the right of the Registrant, the
  director or officer may not be indemnified in respect of any claim, issue
  
  
  
  
                                        2
  <PAGE>   3
  or matter as to which he shall have been adjudged to be liable for negligence
  or misconduct in the performance of his duty to the Registrant unless a court
  determines otherwise.
  
       Article Eighth of the Certificate of Incorporation of the Registrant, a
  copy of which is filed as Exhibit 4.1 to this Registration Statement, provides
  that no Director of the Registrant shall be personally liable to the Registrant
  or its shareholders for monetary damages for any breach of fiduciary duty as a
  Director except for liability (1) for any breach of duty of loyalty to the
  Registrant or its shareholders, (2) for acts or omissions not in good faith or
  which involve intentional misconduct or a knowing violation of law, (3) under
  Section 174 of the Delaware Corporation Law, or (4) for any transaction from
  which the Director derived an improper personal benefit.  In addition, Article
  Ninth of the Certificate of Incorporation and Section 7.4 of the Bylaws of the
  Registrant, a copy of which is filed as Exhibit 4.2 hereto, require the
  Registrant to indemnify to the fullest extent authorized by law any person made
  or threatened to be made a party to any action, suit or proceeding, whether
  criminal, civil, administrative, or investigative, by reason of the fact that
  such person or such person's testator or intestate is or was a director,
  officer, employee or agent of the Registrant or serves or served at the request
  of the Registrant any other enterprise as a director, officer, employee or
  agent.
  
       The Registrant has agreed to indemnify the officers and directors of the
  Registrant against any and all damages to which such indemnified individuals
  may become subject, pursuant to any securities, corporate or other laws, which
  damages arise in connection with this Registration Statement or any amendment
  thereto, or from the inaccuracy or omission of any information in connection
  with this Registration Statement.  In the event that the foregoing indemnity is
  unavailable or insufficient, then the indemnifying party shall contribute to
  amounts paid or payable by the indemnified party in respect to the damages of
  the indemnified party in such proportion as is appropriate to reflect the
  relative fault of the indemnified and indemnifying parties.
  
       Pursuant to section 1.03 of the Agreement and Plan of Merger, dated June
  6, 1996, among the Registrant, NEG-OK, Inc. ("NEG-OK") and Alexander Energy
  Corporation ("Alexander"), the Registrant agreed to assume and be liable for
  all of the obligations of Alexander under Alexander's Certificate of
  Incorporation and Bylaws as in effect immediately prior to the effective time
  of the merger (the "Effective Time") relating to the indemnification of persons
  who are directors or officers of Alexander immediately prior to the Effective
  Time, with the intent that such officers and directors, including those
  Alexander officers and directors who will become officers or directors of the
  Registrant immediately after the Effective Time, be as fully indemnified after
  the Effective Time for acts or omissions prior thereto as they were prior to
  the merger.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.   EXHIBITS.
  
  <TABLE>
  <CAPTION>
       EXHIBIT
         NO.                              DESCRIPTION
       -------                            -----------
       <S>         <C>
       4.1         Certificate of Incorporation of the Registrant, which includes
                   the Certificate of Incorporation of the Registrant filed with
                   the Secretary of State of Delaware on November 20, 1990(1),
                   the Certificate of Elimination of the Redeemable Convertible
                   Preferred Stock, Series A of the Registrant, filed with the
                   office of the Secretary of State of the State of Delaware on
                   June 2, 1994(2), the Certificate of Amendment of Certificate
                   of Incorporation of the Registrant(2), the Certificate of
                   Designations of the Registrant of 10% Cumulative Convertible
                   Preferred Stock, Series B(3), the Certificate of Designations
                   of the Registrant of 10-1/2% Cumulative Convertible Preferred
                   Stock, Series C(4), the Certificate of Designations of the
                   Registrant of Convertible Preferred Stock, Series D(2), and
                   the Certificate of Designations of the Registrant of
                   Convertible Preferred Stock, Series E(2)
  
       4.2         Bylaws of the Registrant(5)
  
       4.3         Specimen Common Stock Certificate(6)
  </TABLE>
  
  
  
  
  
                                         3
  <PAGE>   4
  <TABLE>
  <CAPTION>
       <S>         <C>
       4.4         Alexander Energy Corporation 1986 Incentive Stock Option Plan,
                   as amended(8)
  
       4.5         Alexander Energy Corporation 1993 Stock Option Plan(9)
  
       5.1         Opinion of Strasburger & Price, L.L.P.(7)
  
       23.1        Consent of Ernst & Young LLP(7)
  
       23.2        Consent of Ernst & Young LLP(7)
  
       23.3        Consent of Coopers & Lybrand L.L.P.(7)
  
       23.4        Consent of Strasburger & Price, L.L.P. (included in Exhibit
                   5.1 to this Registration Statement).
  
       24.1        Power of Attorney (contained on Signature Page of this
                   Registration Statement).
  </TABLE>
  
  - ---------------
       (1)  Incorporated by reference to the Registrant's Registration Statement
            on Form S-4 (No. 33-38331), dated April 23, 1991.
  
       (2)  Incorporated by reference to the Registrant's Current Report on Form
            8-K, dated August 29, 1996.
  
       (3)  Incorporated by reference to the Registrant's Current Report on Form
            8-K, dated June 17, 1994.
  
       (4)  Incorporated by reference to the Registrant's Current Report on Form
            8-K, dated July 17, 1995.
  
       (5)  Incorporated by reference to the Registrant's Registration Statement
            on Form S-4, (No. 33-38331), dated April 23, 1991.
  
       (6)  Incorporated by reference to the Registrant's Current Report on Form
            8-K/A No. 1, dated August 29, 1996.
  
       (7)  Filed herewith.
  
       (8)  Incorporated by reference to Alexander's Registration Statement (No.
            33-20425), dated March 22, 1988.
  
       (9)  Incorporated by reference to Alexander's Proxy Statement for the 1993
            Annual Meeting of Stockholders.
  
  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 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
  
  
  
  
  
                                         4
  <PAGE>   5
                      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 (a)(1)(i) and (a)(1)(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 with or furnished to the Commission 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.
  
            (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
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to 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.
  
       (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 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.
  
  
  
  
  
                                         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 Dallas, State of Texas, on September 27, 1996.
  
                                          NATIONAL ENERGY GROUP, INC.
  
                                          By:   /s/ Miles D. Bender
                                             -----------------------------------
                                               Miles D. Bender
                                               President and Chief Executive
                                               Officer
  
  
            Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by or on behalf of the following persons
  in the capacities and on the dates indicated.  Each person whose signature
  appears below hereby authorizes Miles D. Bender to file one or more Amendments,
  including Post-Effective Amendments, to this Registration Statement, which
  Amendments may make such changes as Miles D. Bender deems appropriate, and each
  person whose signature appears below, individually and in each capacity stated
  below, hereby appoints Miles D. Bender as Attorney-in-Fact to execute in his
  name and on his behalf any such Amendment to this Registration Statement:
  
  <TABLE>
  <CAPTION>
                 SIGNATURE                            CAPACITY                              DATE
                 ---------                            --------                              ----
  <S>                                           <C>                                <C>
  By:   /s/ Miles D. Bender                     President,                         September 27, 1996
      -----------------------------------       Chief Executive Officer                              
          Miles D. Bender                       and Director
  
  By:   /s/ Robert A. Imel                      Chief Financial Officer            September 27, 1996
      -----------------------------------                                                            
          Robert A. Imel
  
  By:   /s/ Melissa H. Rutledge                 Controller and                     September 27, 1996
      -----------------------------------       Chief Accounting Officer                             
          Melissa H. Rutledge                   
  
  By:   /s/ George B. McCullough                Chairman of the Board              September 27, 1996
      -----------------------------------       and Director                                         
          George B. McCullough                  
  
  By:   /s/ Norman C. Miller                    Chairman, Executive                September 27, 1996
      -----------------------------------       Committee and Director                               
          Norman C. Miller                      
  
  By:   /s/ Robert H. Kite                      Director                           September 27, 1996
      -----------------------------------                                                            
          Robert H. Kite
  
  By:   /s/ George N. McDonald                  Director                           September 27, 1996
      -----------------------------------                                                            
          George N. McDonald
  
  By:   /s/ Robert V. Sinnott                   Director                           September 27, 1996
      -----------------------------------                                                            
          Robert V. Sinnott
  
  By:   /s/ Elwood W. Schafer                   Director                           September 27, 1996
      -----------------------------------                                                            
          Elwood W. Schafer
  
  By:   /s/ Bob G. Alexander                    Director                           September 27, 1996
      -----------------------------------                                                            
          Bob G. Alexander
  </TABLE>
  <PAGE>   7
  <TABLE>
  <S>                                           <C>                                <C>
  By:   /s/ Jim L. David                        Director                           September 27, 1996
      -----------------------------------                                                            
          Jim L. David
  
  By:   /s/ Robert A. West                      Director                           September 27, 1996
      -----------------------------------                                                            
          Robert A. West
  
  By:                                           Director                           September ___, 1996
      -----------------------------------                                                             
          Robert J. Mitchell
  </TABLE>
  <PAGE>   8
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  EXHIBIT
    NO.                              DESCRIPTION
  - -------                            -----------
    <S>    <C>
    4.1    Certificate of Incorporation of the Registrant, which includes the
           Certificate of Incorporation of the Registrant filed with the
           Secretary of State of Delaware on November 20, 1990(1), the Certificate
           of Elimination of the Redeemable Convertible Preferred Stock, Series A
           of the Registrant, filed with the office of the Secretary of State of
           the State of Delaware on June 2, 1994(2), the Certificate of Amendment
           of Certificate of Incorporation of the Registrant(2), the Certificate
           of Designations of the Registrant of 10% Cumulative Convertible
           Preferred Stock, Series B(3), the Certificate of Designations of the
           Registrant of 10-1/2% Cumulative Convertible Preferred Stock, Series C
           (4), the Certificate of Designations of the Registrant of Convertible
           Preferred Stock, Series D(2), and the Certificate of Designations of
           the Registrant of Convertible Preferred Stock, Series E(2)
  
    4.2    Bylaws of the Registrant(5)
  
    4.3    Specimen Common Stock Certificate(6)
  
    4.4    Alexander Energy Corporation 1986 Incentive Stock Option Plan, as
           amended(8)
  
    4.5    Alexander Energy Corporation 1993 Stock Option Plan(9)
  
    5.1    Opinion of Strasburger & Price, L.L.P.(7)
  
   23.1    Consent of Ernst & Young LLP(7)
  
   23.2    Consent of Ernst & Young LLP(7)
  
   23.3    Consent of Coopers & Lybrand L.L.P.(7)
  
   23.4    Consent of Strasburger & Price, L.L.P. (included in Exhibit 5.1 to
           this Registration Statement).
  
  24.1    Power of Attorney (contained on Signature Page of this Registration
          Statement).
  </TABLE>
  
  - ---------------
  (1)      Incorporated by reference to the Registrant's Registration Statement
           on Form S-4 (No. 33-38331), dated April 23, 1991.
  
  (2)      Incorporated by reference to the Registrant's Current Report on Form
           8-K, dated August 29, 1996.
  
  (3)      Incorporated by reference to the Registrant's Current Report on Form
           8-K, dated June 17, 1994.
  
  (4)      Incorporated by reference to the Registrant's Current Report on Form
           8-K, dated July 17, 1995.
  
  (5)      Incorporated by reference to the Registrant's Registration Statement
           on Form S-4, (No. 33-38331), dated April 23, 1991.
  
  (6)      Incorporated by reference to the Registrant's Current Report on Form
           8-K/A No. 1, dated August 29, 1996.
  
  (7)      Filed herewith.
  
  (8)      Incorporated by reference to Alexander's Registration Statement (No.
           33-20425), dated March 22, 1988.
  
  (9)      Incorporated by reference to Alexander's Proxy Statement for the 1993
           Annual Meeting of Stockholders.
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text: 1
  
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 1996
                                                           REGISTRATION NO._______
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                              --------------------
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                              --------------------
  
                           NATIONAL ENERGY GROUP, INC.
             (Exact name of registrant as specified in its charter)
  DELAWARE                    4925 GREENVILLE AVENUE, SUITE 1400                58-1922764
  (State or other jurisdiction of               DALLAS, TEXAS 75206                    (I.R.S. Employer
  incorporation or organization)     (Address of principal executive offices)         Identification No.)
  ALEXANDER ENERGY CORPORATION
                   1986 INCENTIVE STOCK OPTION PLAN, AS AMENDED
  
               ALEXANDER ENERGY CORPORATION 1993 STOCK OPTION PLAN
                            (Full title of the plans)
  
                                 MILES D. BENDER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           NATIONAL ENERGY GROUP, INC.
                        4925 GREENVILLE AVENUE, SUITE 1400
                               DALLAS, TEXAS 75206
                                  (214) 692-9211
            (Name, address and telephone number of agent for service)
  
                                    COPIES TO:
                           STRASBURGER & PRICE, L.L.P.
                           901 MAIN STREET, SUITE 4300
                               DALLAS, TEXAS 75202
                                  (214) 651-4300
                             ATTN:  MIKE JOPLIN, ESQ.
  
                         CALCULATION OF REGISTRATION FEE
  ========================================================================================================================
                                                                 PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF 
                                             AMOUNT TO BE         OFFERING PRICE     AGGREGATE OFFERING     REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED      REGISTERED (1)        PER SHARE (2)         PRICE (1)(2)             FEE    
  - ------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value             134,887 shares            $2.25              $303,097.19           $104.52
  ========================================================================================================================
  (1)  This Registration Statement also includes an indeterminate number of
       additional shares that may become issuable pursuant to the anti-dilution
       adjustment provisions of the plans.
  
  (2)  Estimated solely for purposes of computing the amount of the registration
       fee in accordance with Rule 457(h) under the Securities Act of 1933, as
       amended.  The registration fee calculation is based on the weighted
       average option price per share for 134,887 shares presently subject to
       options granted under the plans.
  
  ================================================================================
  2
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
  
        The following documents are incorporated by reference into this
  Registration Statement and are deemed to be a part hereof from the date of
  filing of such documents with the Securities and Exchange Commission (the
  "Commission"):
  
       (a)  Prospectus of the Registrant dated August 9, 1996 filed by the
            Registrant with the Commission pursuant to Rule 424(b) under the
            Securities Act of 1933, as amended (the "Securities Act"),
            Registration No. 333-9045.
  
       (b)  Quarterly Report on Form 10-Q of the Registrant for the quarter ended
            June 30, 1996.
  
       (c)  Current Reports on Form 8-K and Form 8-K/A No. 1 of the Registrant
            dated August 29, 1996 filed pursuant to Section 13 of the Securities
            Exchange Act of 1934, as amended (the "Exchange Act").
  
       (d)  The description of the Common Stock, $.01 par value per share (the
            "Common Stock"), of the Registrant contained in Item 1 of the
            Registration Statement on Form 8-A dated April 5, 1991 filed pursuant
            to Section 12(g) of the Exchange Act (Registration No. 0-19136),
            including all amendments or reports filed for the purpose of updating
            such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment to this Registration Statement which indicates that
  all securities offered hereby have been sold or which deregisters all such
  securities then remaining unsold, shall be deemed to be incorporated by
  reference into this Registration Statement and to be a part hereof from the
  date of filing of such documents.
  
       Any statement contained in any document 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.
  
  ITEM 4.   DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       As authorized by Section 145 of the General Corporation Law of Delaware
  (the "Delaware Corporation Law"), each director and officer of the Registrant
  may be indemnified by the Registrant against expenses (including attorney's
  fees, judgments, fines and amounts paid in settlement) actually and reasonably
  incurred in connection with the defense or settlement of any threatened,
  pending or completed legal proceedings in which he is involved by reason of the
  fact that he is or was a director or officer of the Registrant if he acted in
  good faith and in a manner that he reasonably believed to be in or not opposed
  to the best interests of the Registrant, and, with respect to any criminal
  action or proceeding, if he had no reasonable cause to believe that his conduct
  was unlawful.  In each case, such indemnity shall be to the fullest extent
  authorized by the Delaware Corporation Law, as amended, to the extent such
  amendment permits the Registrant to provide broader indemnification rights.  If
  the legal proceeding, however, is by or in the right of the Registrant, the
  director or officer may not be indemnified in respect of any claim, issue
  
                                        2
  3
  or matter as to which he shall have been adjudged to be liable for negligence
  or misconduct in the performance of his duty to the Registrant unless a court
  determines otherwise.
  
       Article Eighth of the Certificate of Incorporation of the Registrant, a
  copy of which is filed as Exhibit 4.1 to this Registration Statement, provides
  that no Director of the Registrant shall be personally liable to the Registrant
  or its shareholders for monetary damages for any breach of fiduciary duty as a
  Director except for liability (1) for any breach of duty of loyalty to the
  Registrant or its shareholders, (2) for acts or omissions not in good faith or
  which involve intentional misconduct or a knowing violation of law, (3) under
  Section 174 of the Delaware Corporation Law, or (4) for any transaction from
  which the Director derived an improper personal benefit.  In addition, Article
  Ninth of the Certificate of Incorporation and Section 7.4 of the Bylaws of the
  Registrant, a copy of which is filed as Exhibit 4.2 hereto, require the
  Registrant to indemnify to the fullest extent authorized by law any person made
  or threatened to be made a party to any action, suit or proceeding, whether
  criminal, civil, administrative, or investigative, by reason of the fact that
  such person or such person's testator or intestate is or was a director,
  officer, employee or agent of the Registrant or serves or served at the request
  of the Registrant any other enterprise as a director, officer, employee or
  agent.
  
       The Registrant has agreed to indemnify the officers and directors of the
  Registrant against any and all damages to which such indemnified individuals
  may become subject, pursuant to any securities, corporate or other laws, which
  damages arise in connection with this Registration Statement or any amendment
  thereto, or from the inaccuracy or omission of any information in connection
  with this Registration Statement.  In the event that the foregoing indemnity is
  unavailable or insufficient, then the indemnifying party shall contribute to
  amounts paid or payable by the indemnified party in respect to the damages of
  the indemnified party in such proportion as is appropriate to reflect the
  relative fault of the indemnified and indemnifying parties.
  
       Pursuant to section 1.03 of the Agreement and Plan of Merger, dated June
  6, 1996, among the Registrant, NEG-OK, Inc. ("NEG-OK") and Alexander Energy
  Corporation ("Alexander"), the Registrant agreed to assume and be liable for
  all of the obligations of Alexander under Alexander's Certificate of
  Incorporation and Bylaws as in effect immediately prior to the effective time
  of the merger (the "Effective Time") relating to the indemnification of persons
  who are directors or officers of Alexander immediately prior to the Effective
  Time, with the intent that such officers and directors, including those
  Alexander officers and directors who will become officers or directors of the
  Registrant immediately after the Effective Time, be as fully indemnified after
  the Effective Time for acts or omissions prior thereto as they were prior to
  the merger.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.   EXHIBITS.
  EXHIBIT
         NO.                              DESCRIPTION
       -------                            -----------
  4.1         Certificate of Incorporation of the Registrant, which includes
                   the Certificate of Incorporation of the Registrant filed with
                   the Secretary of State of Delaware on November 20, 1990(1),
                   the Certificate of Elimination of the Redeemable Convertible
                   Preferred Stock, Series A of the Registrant, filed with the
                   office of the Secretary of State of the State of Delaware on
                   June 2, 1994(2), the Certificate of Amendment of Certificate
                   of Incorporation of the Registrant(2), the Certificate of
                   Designations of the Registrant of 10% Cumulative Convertible
                   Preferred Stock, Series B(3), the Certificate of Designations
                   of the Registrant of 10-1/2% Cumulative Convertible Preferred
                   Stock, Series C(4), the Certificate of Designations of the
                   Registrant of Convertible Preferred Stock, Series D(2), and
                   the Certificate of Designations of the Registrant of
                   Convertible Preferred Stock, Series E(2)
  
       4.2         Bylaws of the Registrant(5)
  
       4.3         Specimen Common Stock Certificate(6)
  3
  4
  4.4         Alexander Energy Corporation 1986 Incentive Stock Option Plan,
                   as amended(8)
  
       4.5         Alexander Energy Corporation 1993 Stock Option Plan(9)
  
       5.1         Opinion of Strasburger & Price, L.L.P.(7)
  
       23.1        Consent of Ernst & Young LLP(7)
  
       23.2        Consent of Ernst & Young LLP(7)
  
       23.3        Consent of Coopers & Lybrand L.L.P.(7)
  
       23.4        Consent of Strasburger & Price, L.L.P. (included in Exhibit
                   5.1 to this Registration Statement).
  
       24.1        Power of Attorney (contained on Signature Page of this
                   Registration Statement).
  - ---------------
       (1)  Incorporated by reference to the Registrant's Registration Statement
            on Form S-4 (No. 33-38331), dated April 23, 1991.
  
       (2)  Incorporated by reference to the Registrant's Current Report on Form
            8-K, dated August 29, 1996.
  
       (3)  Incorporated by reference to the Registrant's Current Report on Form
            8-K, dated June 17, 1994.
  
       (4)  Incorporated by reference to the Registrant's Current Report on Form
            8-K, dated July 17, 1995.
  
       (5)  Incorporated by reference to the Registrant's Registration Statement
            on Form S-4, (No. 33-38331), dated April 23, 1991.
  
       (6)  Incorporated by reference to the Registrant's Current Report on Form
            8-K/A No. 1, dated August 29, 1996.
  
       (7)  Filed herewith.
  
       (8)  Incorporated by reference to Alexander's Registration Statement (No.
            33-20425), dated March 22, 1988.
  
       (9)  Incorporated by reference to Alexander's Proxy Statement for the 1993
            Annual Meeting of Stockholders.
  
  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 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
  
                                         4
  5
                      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 (a)(1)(i) and (a)(1)(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 with or furnished to the Commission 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.
  
            (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
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to 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.
  
       (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 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.
  
                                         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 Dallas, State of Texas, on September 27, 1996.
  
                                          NATIONAL ENERGY GROUP, INC.
  
                                          By:   /s/ Miles D. Bender
                                             -----------------------------------
                                               Miles D. Bender
                                               President and Chief Executive
                                               Officer
  
            Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by or on behalf of the following persons
  in the capacities and on the dates indicated.  Each person whose signature
  appears below hereby authorizes Miles D. Bender to file one or more Amendments,
  including Post-Effective Amendments, to this Registration Statement, which
  Amendments may make such changes as Miles D. Bender deems appropriate, and each
  person whose signature appears below, individually and in each capacity stated
  below, hereby appoints Miles D. Bender as Attorney-in-Fact to execute in his
  name and on his behalf any such Amendment to this Registration Statement:
  SIGNATURE                            CAPACITY                              DATE
                 ---------                            --------                              ----
  By:   /s/ Miles D. Bender                     President,                         September 27, 1996
      -----------------------------------       Chief Executive Officer                              
          Miles D. Bender                       and Director
  
  By:   /s/ Robert A. Imel                      Chief Financial Officer            September 27, 1996
      -----------------------------------                                                            
          Robert A. Imel
  
  By:   /s/ Melissa H. Rutledge                 Controller and                     September 27, 1996
      -----------------------------------       Chief Accounting Officer                             
          Melissa H. Rutledge                   
  
  By:   /s/ George B. McCullough                Chairman of the Board              September 27, 1996
      -----------------------------------       and Director                                         
          George B. McCullough                  
  
  By:   /s/ Norman C. Miller                    Chairman, Executive                September 27, 1996
      -----------------------------------       Committee and Director                               
          Norman C. Miller                      
  
  By:   /s/ Robert H. Kite                      Director                           September 27, 1996
      -----------------------------------                                                            
          Robert H. Kite
  
  By:   /s/ George N. McDonald                  Director                           September 27, 1996
      -----------------------------------                                                            
          George N. McDonald
  
  By:   /s/ Robert V. Sinnott                   Director                           September 27, 1996
      -----------------------------------                                                            
          Robert V. Sinnott
  
  By:   /s/ Elwood W. Schafer                   Director                           September 27, 1996
      -----------------------------------                                                            
          Elwood W. Schafer
  
  By:   /s/ Bob G. Alexander                    Director                           September 27, 1996
      -----------------------------------                                                            
          Bob G. Alexander
  7
  By:   /s/ Jim L. David                        Director                           September 27, 1996
      -----------------------------------                                                            
          Jim L. David
  
  By:   /s/ Robert A. West                      Director                           September 27, 1996
      -----------------------------------                                                            
          Robert A. West
  
  By:                                           Director                           September ___, 1996
      -----------------------------------                                                             
          Robert J. Mitchell
  8
                                 INDEX TO EXHIBITS
  EXHIBIT
    NO.                              DESCRIPTION
  - -------                            -----------
  4.1    Certificate of Incorporation of the Registrant, which includes the
           Certificate of Incorporation of the Registrant filed with the
           Secretary of State of Delaware on November 20, 1990(1), the Certificate
           of Elimination of the Redeemable Convertible Preferred Stock, Series A
           of the Registrant, filed with the office of the Secretary of State of
           the State of Delaware on June 2, 1994(2), the Certificate of Amendment
           of Certificate of Incorporation of the Registrant(2), the Certificate
           of Designations of the Registrant of 10% Cumulative Convertible
           Preferred Stock, Series B(3), the Certificate of Designations of the
           Registrant of 10-1/2% Cumulative Convertible Preferred Stock, Series C
           (4), the Certificate of Designations of the Registrant of Convertible
           Preferred Stock, Series D(2), and the Certificate of Designations of
           the Registrant of Convertible Preferred Stock, Series E(2)
  
    4.2    Bylaws of the Registrant(5)
  
    4.3    Specimen Common Stock Certificate(6)
  
    4.4    Alexander Energy Corporation 1986 Incentive Stock Option Plan, as
           amended(8)
  
    4.5    Alexander Energy Corporation 1993 Stock Option Plan(9)
  
    5.1    Opinion of Strasburger & Price, L.L.P.(7)
  
   23.1    Consent of Ernst & Young LLP(7)
  
   23.2    Consent of Ernst & Young LLP(7)
  
   23.3    Consent of Coopers & Lybrand L.L.P.(7)
  
   23.4    Consent of Strasburger & Price, L.L.P. (included in Exhibit 5.1 to
           this Registration Statement).
  
  24.1    Power of Attorney (contained on Signature Page of this Registration
          Statement).
  - ---------------
  (1)      Incorporated by reference to the Registrant's Registration Statement
           on Form S-4 (No. 33-38331), dated April 23, 1991.
  
  (2)      Incorporated by reference to the Registrant's Current Report on Form
           8-K, dated August 29, 1996.
  
  (3)      Incorporated by reference to the Registrant's Current Report on Form
           8-K, dated June 17, 1994.
  
  (4)      Incorporated by reference to the Registrant's Current Report on Form
           8-K, dated July 17, 1995.
  
  (5)      Incorporated by reference to the Registrant's Registration Statement
           on Form S-4, (No. 33-38331), dated April 23, 1991.
  
  (6)      Incorporated by reference to the Registrant's Current Report on Form
           8-K/A No. 1, dated August 29, 1996.
  
  (7)      Filed herewith.
  
  (8)      Incorporated by reference to Alexander's Registration Statement (No.
           33-20425), dated March 22, 1988.
  
  (9)      Incorporated by reference to Alexander's Proxy Statement for the 1993
           Annual Meeting of Stockholders.