<PAGE>   1

- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                      MITCHELL ENERGY & DEVELOPMENT CORP.
             (Exact Name of Issuer as Specified in its Charter)

              TEXAS                                              74-1032912

   (State or other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                             2001 Timberloch Place
                         The Woodlands, Texas 77380
                  (Address of Principal Executive Offices)

                          -------------------------
   
         MITCHELL ENERGY & DEVELOPMENT CORP. 1995 STOCK OPTION PLAN
                          (Full Title of the Plan)

- --------------------------------------------------------------------------------

                                THOMAS P. BATTLE
            Senior Vice President - Legal and Governmental Affairs,
                         General Counsel and Secretary
                      Mitchell Energy & Development Corp.
                             2002 Timberloch Place
                           The Woodlands, Texas 77380
                    (Name and Address of Agent for Service)
                                 (713) 377-5500
         (Telephone Number, including Area Code, of agent for Service)

                          -------------------------

                        CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
<TABLE>                                                           
 Title of Securities     Amount         Proposed     Proposed       Amount of
 to be Registered        to be          Maximum      Minimum        Registration
                       Registered (1)   Offering     Aggregate      Fee
                                        Price Per    Offering   
                                        Share (2)    Price (2)  
                                                                  
- --------------------------------------------------------------------------------
 <S>                    <C>             <C>          <C>            <C>
 Class B Common Stock,                                          
 par value $.10 per                                             
 share, of Mitchell                                             
 Energy & Development   2,500,000       $18.42       $46,050,000    $15,879.31
 Corp.
- --------------------------------------------------------------------------------
</TABLE>

(1) Number of shares necessary to cover the maximum number of shares of Class B
Common Stock of Mitchell Energy & Development Corp. which could be purchased
and issued under the 1995 Stock Option Plan.

(2) Estimated pursuant to Rule 457 solely for the purpose of calculating the
Registration Fee.  Reflects actual exercise prices of options already granted
for 962,200 shares, and the average of the high and low prices reported on the
New York Stock Exchange composite tape on June 21, 1996 for 1,537,800 shares.
<PAGE>   2
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)     the Company's annual report on Form 10-K for the fiscal year
ended January 31, 1996;

         (b)     the Company's quarterly report on Form 10-Q for the quarter
ended April 30, 1996; and

         (c)     the Company's registration statement on Form 8-A dated June 3,
1992 registering its Class B Common Stock under the Securities Exchange Act of
1934.

         All reports and other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
reports and documents.

Item 6.  Indemnification of Directors and Officers.

         The Company's Bylaws contain provisions that provide for
indemnification of certain persons (including officers and directors).
Reference is made to the full text of the Bylaws, filed on Exhibit 4.4 hereof.

         Article Ten of the Company's Restated Articles of Incorporation
provides that a director of the corporation shall not be liable to the
corporation or its shareholders for monetary damages for an act or omission in
the director's capacity as a director, subject to certain limitations.

         Article 2.02-1 B. of the Texas Business Corporation Act provides that,
subject to certain limitations, "a corporation may indemnify a person who was,
is or is threatened to be made a named defendant or respondent in a proceeding
because the person is or was a director only if it is determined in accordance
with Section F of this article that the person: (1) conducted himself in good
faith; (2) reasonably believed: (a) in the case of conduct in his official
capacity as a director of the





                                       2
<PAGE>   3
corporation, that his conduct was in the corporation's best interests; and (b)
in all other cases, that his conduct was at least not opposed to the
corporation's best interests; and (3) in the case of any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful."

         The Company also maintains directors' and officers' liability
insurance.

Item 8.  Exhibits.

         4.1     Specimen certificate representing Class B Common Stock of the
                 Company is incorporated by reference to Exhibit 1 of the
                 Company's Form 8-A Registration Statement dated June 3, 1992.

         4.2     Restated Articles of Incorporation of Mitchell Energy &
                 Development Corp, as amended through July 2, 1990 are
                 incorporated by reference to Exhibit 3(a) of the Company's
                 annual report on Form 10-K dated January 31, 1992 (File No.
                 1-6959).

         4.3     Certificate of Amendment to Articles of Incorporation dated
                 June 24, 1992 is incorporated by reference to Exhibit 3 of the
                 Company's quarterly report on Form 10-Q for the quarter ended
                 July 31, 1992 (File No. 1-6959).

         4.4     The Bylaws of Mitchell Energy & Development Corp. are
                 incorporated by reference to Exhibit 3(b) of the Company's
                 annual report on Form 10-K for the fiscal year ended January
                 31, 1996 (File No. 1-6959).

         5       Opinion of Deborah W. Leiber, as to the legality of securities
                 being registered.

         23.1    Consent of Arthur Andersen LLP.

         23.2    Consent of Deborah W. Leiber (contained in the opinion filed
                 as Exhibit 5 hereto).

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.





                                       3
<PAGE>   4
                 (iii)    to include any material information with respect to
         the plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement.

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
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 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 by 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 undesigned 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 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.       Insofar as indemnification for liabilities arising under the
Securities Act 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.





                                       4
<PAGE>   5
                                   SIGNATURES

         The Registrant.  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 The Woodlands, State of Texas on June
27, 1996.

                                      MITCHELL ENERGY & DEVELOPMENT CORP.
                                      
                                      
                                      By:     /s/ George P. Mitchell           
                                              ---------------------------------
                                              George P. Mitchell
                                              Chairman of the Board and Chief
                                              Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on June 27, 1996.

           Signature                            Capacity
           ---------                            --------
                                      
                                      
 /s/ George P. Mitchell               Director, Chairman of the Board and Chief
 ------------------------------       Executive Officer  
 George P. Mitchell                   
                                      
 /s/ W. D. Stevens                    Director, President and Chief Operating
 ------------------------------       Officer  
 W. D. Stevens                        
                                      
 /s/ Bernard F. Clark                 Director, Vice Chairman of the Board
 ------------------------------                                           
 Bernard F. Clark                     
                                      
                                      
 /s/ Robert W. Baldwin                Director
 ------------------------------               
 Robert W. Baldwin                    
                                      
                                      
 /s/ William D. Eberle                Director
 ------------------------------               
 William D. Eberle                    
                                      
                                      
 /s/ Shaker A. Khayatt                Director
 ------------------------------               
 Shaker A. Khayatt                    





                                      5
<PAGE>   6
                                      
 /s/ Ben F. Love                      Director
 ------------------------------               
 Ben F. Love                          
                                      
                                      
 /s/ Walter A. Lubanko                Director
 ------------------------------               
 Walter A. Lubanko                    
                                      
                                      
 /s/ J. Todd Mitchell                 Director
 ------------------------------               
 J. Todd Mitchell                     
                                      
                                      
 /s/ M. Kent Mitchell                 Director
 ------------------------------               
 M. Kent Mitchell                     
                                            
 /s/ Constantine S. Nicandros         Director
 ------------------------------               
 Constantine S. Nicandros             
                                      
 /s/ Raymond L. Watson                Director
 ------------------------------               
 Raymond L. Watson                    
                                      
 /s/ J. McDonald Williams             Director
 ------------------------------               
 J. McDonald Williams                 
                                      
 /s/ Philip S. Smith                  Senior Vice President - Administration and
 ------------------------------       Chief Financial Officer (Principal 
 Philip S. Smith                      Accounting Officer)





                                       6
<PAGE>   7
                               INDEX TO EXHIBITS


5        Opinion of Deborah W. Leiber, Counsel for the Company.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of Deborah W. Leiber, Counsel for the Company (contained in
         the opinion filed as Exhibit 5 hereto).
[{"type": "S-8", "sequence": "1", "description": "MITCHELL ENERGY & DEVELOPMENT CORP.", "secsgml_size_bytes": 15710}]
{"company-data": {"conformed-name": "MITCHELL ENERGY & DEVELOPMENT CORP", "cik": "0000311995", "assigned-sic": "1311", "irs-number": "741032912", "state-of-incorporation": "TX", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06981", "film-number": "96586976"}, "business-address": {"street1": "2001 TIMBERLOCH PLACE", "city": "THE WOODLANDS", "state": "TX", "zip": "77380", "phone": "7133775500"}, "mail-address": {"street1": "P.O. BOX 4000", "city": "THE WOODLANDS", "state": "TX", "zip": "77387-4000"}}
1

- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                      MITCHELL ENERGY & DEVELOPMENT CORP.
             (Exact Name of Issuer as Specified in its Charter)

              TEXAS                                              74-1032912

   (State or other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                             2001 Timberloch Place
                         The Woodlands, Texas 77380
                  (Address of Principal Executive Offices)

                          -------------------------
   
         MITCHELL ENERGY & DEVELOPMENT CORP. 1995 STOCK OPTION PLAN
                          (Full Title of the Plan)

- --------------------------------------------------------------------------------

                                THOMAS P. BATTLE
            Senior Vice President - Legal and Governmental Affairs,
                         General Counsel and Secretary
                      Mitchell Energy & Development Corp.
                             2002 Timberloch Place
                           The Woodlands, Texas 77380
                    (Name and Address of Agent for Service)
                                 (713) 377-5500
         (Telephone Number, including Area Code, of agent for Service)

                          -------------------------

                        CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                                                           
 Title of Securities     Amount         Proposed     Proposed       Amount of
 to be Registered        to be          Maximum      Minimum        Registration
                       Registered (1)   Offering     Aggregate      Fee
                                        Price Per    Offering   
                                        Share (2)    Price (2)  
                                                                  
- --------------------------------------------------------------------------------
Class B Common Stock,                                          
 par value $.10 per                                             
 share, of Mitchell                                             
 Energy & Development   2,500,000       $18.42       $46,050,000    $15,879.31
 Corp.
- --------------------------------------------------------------------------------
(1) Number of shares necessary to cover the maximum number of shares of Class B
Common Stock of Mitchell Energy & Development Corp. which could be purchased
and issued under the 1995 Stock Option Plan.

(2) Estimated pursuant to Rule 457 solely for the purpose of calculating the
Registration Fee.  Reflects actual exercise prices of options already granted
for 962,200 shares, and the average of the high and low prices reported on the
New York Stock Exchange composite tape on June 21, 1996 for 1,537,800 shares.
2
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)     the Company's annual report on Form 10-K for the fiscal year
ended January 31, 1996;

         (b)     the Company's quarterly report on Form 10-Q for the quarter
ended April 30, 1996; and

         (c)     the Company's registration statement on Form 8-A dated June 3,
1992 registering its Class B Common Stock under the Securities Exchange Act of
1934.

         All reports and other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
reports and documents.

Item 6.  Indemnification of Directors and Officers.

         The Company's Bylaws contain provisions that provide for
indemnification of certain persons (including officers and directors).
Reference is made to the full text of the Bylaws, filed on Exhibit 4.4 hereof.

         Article Ten of the Company's Restated Articles of Incorporation
provides that a director of the corporation shall not be liable to the
corporation or its shareholders for monetary damages for an act or omission in
the director's capacity as a director, subject to certain limitations.

         Article 2.02-1 B. of the Texas Business Corporation Act provides that,
subject to certain limitations, "a corporation may indemnify a person who was,
is or is threatened to be made a named defendant or respondent in a proceeding
because the person is or was a director only if it is determined in accordance
with Section F of this article that the person: (1) conducted himself in good
faith; (2) reasonably believed: (a) in the case of conduct in his official
capacity as a director of the

                                       2
3
corporation, that his conduct was in the corporation's best interests; and (b)
in all other cases, that his conduct was at least not opposed to the
corporation's best interests; and (3) in the case of any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful."

         The Company also maintains directors' and officers' liability
insurance.

Item 8.  Exhibits.

         4.1     Specimen certificate representing Class B Common Stock of the
                 Company is incorporated by reference to Exhibit 1 of the
                 Company's Form 8-A Registration Statement dated June 3, 1992.

         4.2     Restated Articles of Incorporation of Mitchell Energy &
                 Development Corp, as amended through July 2, 1990 are
                 incorporated by reference to Exhibit 3(a) of the Company's
                 annual report on Form 10-K dated January 31, 1992 (File No.
                 1-6959).

         4.3     Certificate of Amendment to Articles of Incorporation dated
                 June 24, 1992 is incorporated by reference to Exhibit 3 of the
                 Company's quarterly report on Form 10-Q for the quarter ended
                 July 31, 1992 (File No. 1-6959).

         4.4     The Bylaws of Mitchell Energy & Development Corp. are
                 incorporated by reference to Exhibit 3(b) of the Company's
                 annual report on Form 10-K for the fiscal year ended January
                 31, 1996 (File No. 1-6959).

         5       Opinion of Deborah W. Leiber, as to the legality of securities
                 being registered.

         23.1    Consent of Arthur Andersen LLP.

         23.2    Consent of Deborah W. Leiber (contained in the opinion filed
                 as Exhibit 5 hereto).

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.

                                       3
4
                 (iii)    to include any material information with respect to
         the plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement.

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
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 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 by 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 undesigned 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 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.       Insofar as indemnification for liabilities arising under the
Securities Act 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.

                                       4
5
                                   SIGNATURES

         The Registrant.  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 The Woodlands, State of Texas on June
27, 1996.

                                      MITCHELL ENERGY & DEVELOPMENT CORP.
                                      
                                      
                                      By:     /s/ George P. Mitchell           
                                              ---------------------------------
                                              George P. Mitchell
                                              Chairman of the Board and Chief
                                              Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on June 27, 1996.

           Signature                            Capacity
           ---------                            --------
                                      
                                      
 /s/ George P. Mitchell               Director, Chairman of the Board and Chief
 ------------------------------       Executive Officer  
 George P. Mitchell                   
                                      
 /s/ W. D. Stevens                    Director, President and Chief Operating
 ------------------------------       Officer  
 W. D. Stevens                        
                                      
 /s/ Bernard F. Clark                 Director, Vice Chairman of the Board
 ------------------------------                                           
 Bernard F. Clark                     
                                      
                                      
 /s/ Robert W. Baldwin                Director
 ------------------------------               
 Robert W. Baldwin                    
                                      
                                      
 /s/ William D. Eberle                Director
 ------------------------------               
 William D. Eberle                    
                                      
                                      
 /s/ Shaker A. Khayatt                Director
 ------------------------------               
 Shaker A. Khayatt                    

                                      5
6
                                      
 /s/ Ben F. Love                      Director
 ------------------------------               
 Ben F. Love                          
                                      
                                      
 /s/ Walter A. Lubanko                Director
 ------------------------------               
 Walter A. Lubanko                    
                                      
                                      
 /s/ J. Todd Mitchell                 Director
 ------------------------------               
 J. Todd Mitchell                     
                                      
                                      
 /s/ M. Kent Mitchell                 Director
 ------------------------------               
 M. Kent Mitchell                     
                                            
 /s/ Constantine S. Nicandros         Director
 ------------------------------               
 Constantine S. Nicandros             
                                      
 /s/ Raymond L. Watson                Director
 ------------------------------               
 Raymond L. Watson                    
                                      
 /s/ J. McDonald Williams             Director
 ------------------------------               
 J. McDonald Williams                 
                                      
 /s/ Philip S. Smith                  Senior Vice President - Administration and
 ------------------------------       Chief Financial Officer (Principal 
 Philip S. Smith                      Accounting Officer)

                                       6
7
                               INDEX TO EXHIBITS

5        Opinion of Deborah W. Leiber, Counsel for the Company.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of Deborah W. Leiber, Counsel for the Company (contained in
         the opinion filed as Exhibit 5 hereto).