content: <PAGE>   1
       As filed with the Securities and Exchange Commission on May 5, 1997
                                                Registration No. 333-____________
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                         ----------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                         ----------------------------------
  
                              MIDLAND RESOURCES, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
               Texas               16701 Greenspoint Park Drive    75-2286814
   (State of Other Jurisdiction           Suite 200             (I.R.S. Employer
  of Incorporation or Organization)   Houston, Texas 77060     Identification No.)
                                     (Address of Principal 
                                       Executive Offices)
                                     
  
                         ----------------------------------
  
       MIDLAND RESOURCES, INC. 1997 BOARD OF DIRECTORS STOCK INCENTIVE PLAN
                                       AND
                          BUSINESS CONSULTANT AGREEMENT
                                       AND
              1996 MIDLAND RESOURCES, INC. LONG-TERM INCENTIVE PLAN
                             (Full Title of the Plan)
  
                         ----------------------------------
  
                                 DEAS H. WARLEY III
                                     President
                              Midland Resources, Inc.
                            16701 Greenspoint Park Drive
                                     Suite 200
                                Houston, Texas 77060
                      (Name and Address of Agent for Service)
                       Telephone Number, Including Area Code
                               of Agent for Service:
                                   (281) 873-4828
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ===================================================================================================================================
    Title of                     Amount                 Proposed Maximum            Proposed Maximum                 Amount
  Securities to                   to be                Offering Price Per          Aggregate Offering             Registration
  be Registered                Registered                   Share (1)                   Price(1)                     Fee(2)
  -----------------------------------------------------------------------------------------------------------------------------------
  <S>                          <C>                           <C>                      <C>                            <C>
  Common Stock,
     $.001                     1,685,000                     $6.00                    $10,110,000                    $3,064
   par value
  ===================================================================================================================================
  </TABLE>
  
  (1)  Estimated in accordance with Rule 457(a) solely for the purpose of
       calculating the registration fee and based upon weighted exercise prices
       of the options and warrant covering the stock.
  
  ===============================================================================
  
  
  <PAGE>   2
  
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTS
  
  
             NOTE: The document(s) containing the employee benefit plan 
  information required by Item I of Form S-8 and the document of availability of
  registrant information and any other information required by Item 2 of Form S-8
  will be sent or given to employees as specified by Rule 428 under the
  Securities Act of 1933, as amended (the "Securities Act"). In accordance with
  Rule 428 and the requirements of Part I of Form S-8, such documents are not
  being filed with the Securities and Exchange Commission (the "Commission")
  either as part of this Registration Statement or as prospectuses or prospectus
  supplements pursuant to Rule 424 under the Securities Act. The registrant shall
  maintain a file of such documents in accordance with the provision of Rule 428.
  Upon request, the registrant shall furnish to the Commission or its staff a
  copy or copies of all of the documents included in such file.
  
  
                                        -2-
  
  <PAGE>   3
  
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE
  
             This Registration statement incorporates herein by reference the
  following documents which have been filed (File No. 0-18836) with the
  Commission by Midland Resources, Inc. (the "Company") pursuant to the
  Securities Exchange Act of 1934, as amended ("Exchange Act"):
  
            1.   The Company's Annual Report on Form 10-KSB for the year ended
                 December 31, 1996;
  
            2.   The Company's Quarterly Reports on Form 10-QSB for the quarter
                 ended March 31, 1996, June 30, 1996, and September 30, 1996.
  
  Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
  15(d) of the Exchange Act subsequent to the date of this registration statement
  and prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference in this
  registration statement and to be a part hereof from the date of filing such
  documents.
  
  Any statement incorporated by reference herein shall be deemed to be modified
  or superseded for purposes of this registration statement to the extent that a
  statement contained herein or in any subsequently filed document which also is
  or is deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this registration
  statement.
  
  ITEM 4.    DESCRIPTION OF SECURITIES
  
             Not Applicable.
  
  ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL
  
             Legal opinion-- the validity of the shares of common stock to be 
  offered hereunder has been passed upon for Midland Resources, Inc. by Wayne M.
  Whitaker of the law firm Michener Larimore Swindle Whitaker Flowers Sawyer
  Reynolds & Chalk, L.L.P. Mr. Whitaker is on the Board of Directors of the
  Company and its wholly-owned subsidiary Summit Petroleum Corporation, owns
  options to purchase 260,000 shares of the Company's common stock, owns directly
  500 shares of the Company's common stock and 7,800 shares of common stock
  through the self directed IRA account of Wayne M. Whitaker. 
  
  
  
                                        -3-
  
  <PAGE>   4
  
  
  
  ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
             Article 2.02A.(16) and Article 2.02-1 of the Texas Business
  Corporation Act and Article VII of the Company's Bylaws provide the Company
  with broad powers and authority to indemnify its directors and officers and to
  purchase and maintain insurance for such purposes.
  
  ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED
  
             Not applicable.
  
  ITEM 8.    EXHIBITS
  
             The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
  ITEM 9.    UNDERTAKINGS
  
                      (a)  The undersigned registrant hereby undertakes:
  
                            (1) To file, during any period in which offers or
                      sales are being made, a post-effective amendment to this
                      registration statement:
  
                                 (i)  To include any prospectus required by 
                            Section 10(a)(3) of the Securities Act of 1933;
  
                                 (ii) To reflect in the prospectus any facts or
                            events arising after the effective date of the
                            registration statement (or the most recent
                            post-effective amendment thereof) which, individually
                            or in the aggregate, represent a fundamental change
                            in the information set forth in the registration
                            statement. Notwithstanding the foregoing, any
                            increase or decrease in volume of securities offered
                            (if the total dollar value of securities offered
                            would not exceed that which was registered) and any
                            deviation from the low or high end of the estimated
                            maximum offering range may be reflected in the form
                            of prospectus filed with the Commission pursuant to
                            Rule 424(b) if, in the aggregate, the changes in
                            volume and price represent no more than a 20% change
                            in the maximum aggregate offering price set forth in
                            the "Calculation of Registration fee" table in the
                            effective registration statement;
  
                                (iii) To include any material information with
                            respect to the plan of distribution not previously
                            disclosed in the registration statement or any
                            material change to such information in the
                            registration statement;
  
                      provided, however, that the undertakings set forth in
                      paragraph (i) and (ii) above do not apply if the
                      information required to be included in a post-effective
  
                                        -4-
  
  <PAGE>   5
  
  
  
                      amendment by those paragraphs is contained in periodic
                      reports filed by the registrant pursuant to Section 13 or
                      Section 15(d) of the Exchange Act that are incorporated by
                      reference in the registration statement.
  
                            (2) That, for the purpose of determining any
                      liability under the Securities Act of 1933, each such
                      post-effective amendment shall be deemed to be a new
                      registration statement relating to the securities offered
                      therein, and the offering of such securities at that time
                      shall be deemed to be the initial bona fide offering
                      thereof.
  
                            (3) To remove from registration by means of a
                      post-effective amendment any of the securities being
                      registered which remain unsold at the termination of the
                      offering.
  
                      (b) The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report pursuant
                  to Section 13(a) or Section 15(d) of the Exchange Act (and,
                  where applicable, each filing of an employee benefit plan's
                  annual report pursuant to Section 15(d) of the Exchange Act)
                  that is incorporated by reference in this registration
                  statement shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering of
                  such securities at that time shall be deemed to be the initial
                  bona fide offering thereof.
  
                      (c) Insofar as indemnification for liabilities arising
                  under the Securities Act of 1933 may be permitted to directors,
                  officers, and controlling persons of the registrant pursuant to
                  the provisions described under Item 6 above, or otherwise, the
                  registrant has been advised that in the opinion of the
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such liabilities
                  (other than the payment by the registrant of expenses incurred
                  or paid by a director, officer, on controlling person of the
                  registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the registrant will, unless in the opinion of its
                  counsel that matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question
                  whether such indemnification by it is against public policy as
                  expressed in the Act and will be governed by the final
                  adjudication of such issue.
  
                                        -5-
  
  <PAGE>   6
  
  
  
                                     SIGNATURES
  
  
                  Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Houston, State of Texas, on May 5, 1997.
  
                                          MIDLAND RESOURCES, INC.
  
  
  
                                      By:    /s/ Deas H. Warley III
                                          ------------------------------
                                          Deas H. Warley III
                                          President
  
  
                  Pursuant to the requirements of the Securities Act of 1933,
  this registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
        SIGNATURE                       TITLE                          DATE
  
  
  /s/ Deas H. Warley III        President, CEO & Director         May 5, 1997
  ------------------------
  Deas H. Warley III
  
  /s/ Howard E. Ehler            Chief Financial Officer          May 5, 1997
  ------------------------
  Howard E. Ehler
  
  /s/ Robert R. Donnelly        Director                          May 5, 1997
  ------------------------
  Robert R. Donnelly
  
  /s/ Darrell M. Dillard        Director                          May 5, 1997
  ------------------------
  Darrell M. Dillard
  
  /s/ Sam R. Brock              Director                          May 5, 1997
  ------------------------
  Sam R. Brock
  
  /s/ Wayne M. Whitaker         Director                          May 5, 1997
  ------------------------
  Wayne M. Whitaker
  
  
  
  
  
                                        -6-
  
  <PAGE>   7
  
  
  
                                 INDEX TO EXHIBITS
  
  
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER             DESCRIPTION
  -------            -----------                                                
  <S>   <C>                                                                     <C>
  *4.1- Articles of Incorporation of Midland Resources, Inc....................
  
  *4.2- Bylaws of Midland Resources, Inc.......................................
  
  *4.3- Form of Common Stock Certificate.......................................
  
  4.4-  Midland Resources, Inc. 1997 Board of Directors
        Stock Incentive Plan...................................................
  
  4.5-  Business Consultant Agreement..........................................
  
  4.6-  1996 Midland Resources, Inc. Long-Term Incentive Plan..................
  
  5 -   Opinion of Michener Larimore Swindle Whitaker
        Flowers Sawyer Reynolds & Chalk, L.L.P.................................
  
  24.1- Consent of Ernst & Young LLP...........................................
  
  24.2- Consent of Michener Larimore Swindle Whitaker
        Flowers Sawyer Reynolds & Chalk, L.L.P.
        (incorporated in Exhibit 5)
  
  24.3  Consent of Grant Thornton LLP..........................................
  </TABLE>
  
  
  
  
  
  * Previously filed as the same exhibit number with the Company's Registration
    Statement on Form 10 and incorporated herein by reference.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16513}]
metadata_filer: {"company-data": {"conformed-name": "MIDLAND RESOURCES INC /TX/", "cik": "0000868424", "assigned-sic": "1311", "irs-number": "752286814", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26541", "film-number": "97596108"}, "business-address": {"street1": "16701 GREENSPOINT PARK DR", "street2": "SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77060", "phone": "9156857051"}}
text: 1
       As filed with the Securities and Exchange Commission on May 5, 1997
                                                Registration No. 333-____________
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                         ----------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                         ----------------------------------
  
                              MIDLAND RESOURCES, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
               Texas               16701 Greenspoint Park Drive    75-2286814
   (State of Other Jurisdiction           Suite 200             (I.R.S. Employer
  of Incorporation or Organization)   Houston, Texas 77060     Identification No.)
                                     (Address of Principal 
                                       Executive Offices)
                                     
  
                         ----------------------------------
  
       MIDLAND RESOURCES, INC. 1997 BOARD OF DIRECTORS STOCK INCENTIVE PLAN
                                       AND
                          BUSINESS CONSULTANT AGREEMENT
                                       AND
              1996 MIDLAND RESOURCES, INC. LONG-TERM INCENTIVE PLAN
                             (Full Title of the Plan)
  
                         ----------------------------------
  
                                 DEAS H. WARLEY III
                                     President
                              Midland Resources, Inc.
                            16701 Greenspoint Park Drive
                                     Suite 200
                                Houston, Texas 77060
                      (Name and Address of Agent for Service)
                       Telephone Number, Including Area Code
                               of Agent for Service:
                                   (281) 873-4828
  
                          CALCULATION OF REGISTRATION FEE
  ===================================================================================================================================
    Title of                     Amount                 Proposed Maximum            Proposed Maximum                 Amount
  Securities to                   to be                Offering Price Per          Aggregate Offering             Registration
  be Registered                Registered                   Share (1)                   Price(1)                     Fee(2)
  -----------------------------------------------------------------------------------------------------------------------------------
  Common Stock,
     $.001                     1,685,000                     $6.00                    $10,110,000                    $3,064
   par value
  ===================================================================================================================================
  (1)  Estimated in accordance with Rule 457(a) solely for the purpose of
       calculating the registration fee and based upon weighted exercise prices
       of the options and warrant covering the stock.
  
  ===============================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTS
  
             NOTE: The document(s) containing the employee benefit plan 
  information required by Item I of Form S-8 and the document of availability of
  registrant information and any other information required by Item 2 of Form S-8
  will be sent or given to employees as specified by Rule 428 under the
  Securities Act of 1933, as amended (the "Securities Act"). In accordance with
  Rule 428 and the requirements of Part I of Form S-8, such documents are not
  being filed with the Securities and Exchange Commission (the "Commission")
  either as part of this Registration Statement or as prospectuses or prospectus
  supplements pursuant to Rule 424 under the Securities Act. The registrant shall
  maintain a file of such documents in accordance with the provision of Rule 428.
  Upon request, the registrant shall furnish to the Commission or its staff a
  copy or copies of all of the documents included in such file.
  
                                        -2-
  3
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE
  
             This Registration statement incorporates herein by reference the
  following documents which have been filed (File No. 0-18836) with the
  Commission by Midland Resources, Inc. (the "Company") pursuant to the
  Securities Exchange Act of 1934, as amended ("Exchange Act"):
  
            1.   The Company's Annual Report on Form 10-KSB for the year ended
                 December 31, 1996;
  
            2.   The Company's Quarterly Reports on Form 10-QSB for the quarter
                 ended March 31, 1996, June 30, 1996, and September 30, 1996.
  
  Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
  15(d) of the Exchange Act subsequent to the date of this registration statement
  and prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference in this
  registration statement and to be a part hereof from the date of filing such
  documents.
  
  Any statement incorporated by reference herein shall be deemed to be modified
  or superseded for purposes of this registration statement to the extent that a
  statement contained herein or in any subsequently filed document which also is
  or is deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this registration
  statement.
  
  ITEM 4.    DESCRIPTION OF SECURITIES
  
             Not Applicable.
  
  ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL
  
             Legal opinion-- the validity of the shares of common stock to be 
  offered hereunder has been passed upon for Midland Resources, Inc. by Wayne M.
  Whitaker of the law firm Michener Larimore Swindle Whitaker Flowers Sawyer
  Reynolds & Chalk, L.L.P. Mr. Whitaker is on the Board of Directors of the
  Company and its wholly-owned subsidiary Summit Petroleum Corporation, owns
  options to purchase 260,000 shares of the Company's common stock, owns directly
  500 shares of the Company's common stock and 7,800 shares of common stock
  through the self directed IRA account of Wayne M. Whitaker. 
  
                                        -3-
  4
  
  ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
             Article 2.02A.(16) and Article 2.02-1 of the Texas Business
  Corporation Act and Article VII of the Company's Bylaws provide the Company
  with broad powers and authority to indemnify its directors and officers and to
  purchase and maintain insurance for such purposes.
  
  ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED
  
             Not applicable.
  
  ITEM 8.    EXHIBITS
  
             The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
  ITEM 9.    UNDERTAKINGS
  
                      (a)  The undersigned registrant hereby undertakes:
  
                            (1) To file, during any period in which offers or
                      sales are being made, a post-effective amendment to this
                      registration statement:
  
                                 (i)  To include any prospectus required by 
                            Section 10(a)(3) of the Securities Act of 1933;
  
                                 (ii) To reflect in the prospectus any facts or
                            events arising after the effective date of the
                            registration statement (or the most recent
                            post-effective amendment thereof) which, individually
                            or in the aggregate, represent a fundamental change
                            in the information set forth in the registration
                            statement. Notwithstanding the foregoing, any
                            increase or decrease in volume of securities offered
                            (if the total dollar value of securities offered
                            would not exceed that which was registered) and any
                            deviation from the low or high end of the estimated
                            maximum offering range may be reflected in the form
                            of prospectus filed with the Commission pursuant to
                            Rule 424(b) if, in the aggregate, the changes in
                            volume and price represent no more than a 20% change
                            in the maximum aggregate offering price set forth in
                            the "Calculation of Registration fee" table in the
                            effective registration statement;
  
                                (iii) To include any material information with
                            respect to the plan of distribution not previously
                            disclosed in the registration statement or any
                            material change to such information in the
                            registration statement;
  
                      provided, however, that the undertakings set forth in
                      paragraph (i) and (ii) above do not apply if the
                      information required to be included in a post-effective
  
                                        -4-
  5
  
                      amendment by those paragraphs is contained in periodic
                      reports filed by the registrant pursuant to Section 13 or
                      Section 15(d) of the Exchange Act that are incorporated by
                      reference in the registration statement.
  
                            (2) That, for the purpose of determining any
                      liability under the Securities Act of 1933, each such
                      post-effective amendment shall be deemed to be a new
                      registration statement relating to the securities offered
                      therein, and the offering of such securities at that time
                      shall be deemed to be the initial bona fide offering
                      thereof.
  
                            (3) To remove from registration by means of a
                      post-effective amendment any of the securities being
                      registered which remain unsold at the termination of the
                      offering.
  
                      (b) The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report pursuant
                  to Section 13(a) or Section 15(d) of the Exchange Act (and,
                  where applicable, each filing of an employee benefit plan's
                  annual report pursuant to Section 15(d) of the Exchange Act)
                  that is incorporated by reference in this registration
                  statement shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering of
                  such securities at that time shall be deemed to be the initial
                  bona fide offering thereof.
  
                      (c) Insofar as indemnification for liabilities arising
                  under the Securities Act of 1933 may be permitted to directors,
                  officers, and controlling persons of the registrant pursuant to
                  the provisions described under Item 6 above, or otherwise, the
                  registrant has been advised that in the opinion of the
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such liabilities
                  (other than the payment by the registrant of expenses incurred
                  or paid by a director, officer, on controlling person of the
                  registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the registrant will, unless in the opinion of its
                  counsel that matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question
                  whether such indemnification by it is against public policy as
                  expressed in the Act and will be governed by the final
                  adjudication of such issue.
  
                                        -5-
  6
  
                                     SIGNATURES
  
                  Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Houston, State of Texas, on May 5, 1997.
  
                                          MIDLAND RESOURCES, INC.
  
                                      By:    /s/ Deas H. Warley III
                                          ------------------------------
                                          Deas H. Warley III
                                          President
  
                  Pursuant to the requirements of the Securities Act of 1933,
  this registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
        SIGNATURE                       TITLE                          DATE
  
  /s/ Deas H. Warley III        President, CEO & Director         May 5, 1997
  ------------------------
  Deas H. Warley III
  
  /s/ Howard E. Ehler            Chief Financial Officer          May 5, 1997
  ------------------------
  Howard E. Ehler
  
  /s/ Robert R. Donnelly        Director                          May 5, 1997
  ------------------------
  Robert R. Donnelly
  
  /s/ Darrell M. Dillard        Director                          May 5, 1997
  ------------------------
  Darrell M. Dillard
  
  /s/ Sam R. Brock              Director                          May 5, 1997
  ------------------------
  Sam R. Brock
  
  /s/ Wayne M. Whitaker         Director                          May 5, 1997
  ------------------------
  Wayne M. Whitaker
  
                                        -6-
  7
  
                                 INDEX TO EXHIBITS
  EXHIBIT
  NUMBER             DESCRIPTION
  -------            -----------
  *4.1- Articles of Incorporation of Midland Resources, Inc....................
  
  *4.2- Bylaws of Midland Resources, Inc.......................................
  
  *4.3- Form of Common Stock Certificate.......................................
  
  4.4-  Midland Resources, Inc. 1997 Board of Directors
        Stock Incentive Plan...................................................
  
  4.5-  Business Consultant Agreement..........................................
  
  4.6-  1996 Midland Resources, Inc. Long-Term Incentive Plan..................
  
  5 -   Opinion of Michener Larimore Swindle Whitaker
        Flowers Sawyer Reynolds & Chalk, L.L.P.................................
  
  24.1- Consent of Ernst & Young LLP...........................................
  
  24.2- Consent of Michener Larimore Swindle Whitaker
        Flowers Sawyer Reynolds & Chalk, L.L.P.
        (incorporated in Exhibit 5)
  
  24.3  Consent of Grant Thornton LLP..........................................
  * Previously filed as the same exhibit number with the Company's Registration
    Statement on Form 10 and incorporated herein by reference.