<PAGE>   1





   As filed with the Securities and Exchange Commission on September 24, 1997

                                                    Registration No. 33-
                                                                        --------

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

SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC  20549

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

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

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

                           HUGOTON ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

Kansas                                                                48-1036256
(State or other jurisdiction                                   (I.R.S. Employer 
of incorporation or organization)                            Identification No.)

                      1900 Epic Center, 301 N. Main Street
                             Wichita, Kansas  67202
          (Address of principal executive offices, including zip code)

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

                           HUGOTON ENERGY CORPORATION
                  AMENDED AND RESTATED 1995 STOCK OPTION PLAN
               JAY W. DECKER NONSTATUTORY STOCK OPTION AGREEMENT
                           (Full title of the plans)

                                 W. Mark Womble
              Executive Vice President and Chief Financial Officer
                      1900 Epic Center, 301 N. Main Street
                             Wichita, Kansas  67202
                    (Name and address of agent for service)
                                  316-262-1522
         (Telephone number, including area code, of agent for service)

                                   Copies to:

                                Connie D. Tatum
                       HINKLE, EBERHART & ELKOURI, L.L.C.
                      2000 Epic Center, 301 N. Main Street
                          Wichita, Kansas  67202-4820

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================

                                                               Proposed         Proposed
                                             Amount            maximum          maximum           Amount of
           Title of securities                to be       offering price per   aggregate        registration
             to be registered            registered (1)         share         offering price         fee

------------------------------------------------------------------------------------------------------------
 <S>                                         <C>              <C>            <C>                  <C>
 Common Stock, no par value (2)  . . .       500,000          $ 11.50 (3)    $5,750,000 (3)       $ 1,742.42

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

 Common Stock, no par value (4)  . . .       125,000          $  8.34 (5)    $1,042,500 (5)       $   315.91

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

           Total . . . . . . . . . . .       625,000                                              $ 2,058.33

============================================================================================================
</TABLE>

(1)      The number of shares of Common Stock registered herein is subject to
         adjustment to prevent dilution resulting from reorganizations, stock
         dividends, or similar transactions.

(2)      Additional shares issuable under the Hugoton Energy Corporation
         Amended and Restated 1995 Stock Option Plan.  

(3)      Estimated solely for purposes of calculating the registration fee in 
         accordance with Rule 457(c) on the basis of the price of the same 
         class as determined in accordance with Rule 457(c), using the average
         of the high and low sales prices reported on NASDAQ for the Common 
         Stock on September 19, 1997.

(4)      Issuable under the Jay W. Decker Nonstatutory Stock Option Agreement
         dated September 8, 1996.  

(5)      Estimated solely for purposes of calculating the registration fee 
         pursuant to Rule 457(h)(1) based on the price at which the options may
         be exercised.
<PAGE>   2
                                    PART II

              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Hugoton Energy Corporation, a Kansas
corporation (the "Registrant"), are incorporated herein by reference and made a
part hereof:

         (a)     Annual Report on Form 10-K for the year ended December 31,
                 1996;

         (b)     Description of the Registrant's Common Stock, no par value per
                 share contained in the Registration Statement on Form 8-A,
                 filed pursuant to Section 12 of the Securities Exchange Act of
                 1934 as amended (the "Exchange Act") on January 4, 1994;

         (c)     Quarterly Report on Form 10-Q for the Quarter ended March 31,
                 1997; and

         (d)     Quarterly Report on Form 10-Q for the Quarter ended June 30,
                 1997.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the effective date of this
Registration Statement and prior to the filing of a post-effective amendment to
the Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.  Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 17-6305 of the Kansas Statutes authorizes, inter alia, a
corporation generally to indemnify any person ("indemnitee") who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right
of the corporation) by reason of the fact that such person is or was a
director, officer or employee or agent of the corporation, or is or was serving
at the request of the corporation in a similar position with another
corporation or entity, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  With
respect to actions or suits by or in the right of the corporation, however, an
indemnitee who acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation is generally limited
to attorneys' fees and other expenses, and no indemnification shall be made if
such person is adjudged liable to the corporation unless and only to the extent
that a court of competent jurisdiction determines that indemnification is
appropriate.  Section 17-6305 further provides that any indemnification shall
be made by the corporation only as authorized in each specific case upon a
determination by the (i) stockholders, (ii) board of directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding or (iii) independent counsel if a quorum of disinterested
directors so directs, that indemnification of the indemnitee is proper because
he has met the applicable standard of conduct.  Section 17-6305 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.

         Section 2 of Article V of the Registrant's Bylaws, provides, in
substance, for indemnification of the Registrant's officers and directors to
the fullest extent permitted by Section 17-6305 of the Kansas Statutes.





                                      2
<PAGE>   3
Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:

<TABLE>
         <S>     <C>      <C>
         4.1     -        Hugoton Energy Corporation Amended and Restated 1995 Stock Option Plan

         4.2     -        Form of Stock Option Agreement

         4.3     -        Jay W. Decker Nonstatutory Stock Option Agreement dated September 8, 1996

         4.4     -        Restated Articles of Incorporation of Hugoton Energy Corporation, as amended (Incorporated by
                          reference to Exhibit 3.1 to Registration Statement on Form S-1 (Registration No. 33-70924)

         4.5     -        Bylaws of Hugoton Energy Corporation, as amended (Incorporated by reference to Exhibit 3.2 to
                          Registration Statement on Form S-1 (Registration No. 33-70924)

         5.1     -        Opinion of Hinkle, Eberhart & Elkouri, L.L.C.

         23.1    -        Consent of Ernst & Young LLP

         23.2    -        Consent of Hinkle, Eberhart & Elkouri, L.L.C. (included in Exhibit 5.1)

         24.1    -        Power of Attorney (Included on the signature page to this Registration Statement)
</TABLE>

                                  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, as amended (the "Securities Act");

         (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;

         (iii)   To include any material information with respect to the plan
                 of distribution not previously disclosed in this Registration
                 Statement or any material change to such information in this
                 Registration Statement;

provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (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.





                                      3
<PAGE>   4
         B.      The undersigned Registrant hereby undertakes that for the
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.

                                   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 Wichita, State of Kansas, on
September 22, 1997.

                                     HUGOTON ENERGY CORPORATION



                                     By:      /s/ W. Mark Womble            
                                        ---------------------------------------
                                        W. Mark Womble, Chief Financial Officer





                                      4
<PAGE>   5
         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Floyd C. Wilson and W. Mark Womble, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney- in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
         Signature                                          Title                          Date
         ---------                                          -----                          ----
<S>                                                <C>                               <C>


/s/ Floyd C. Wilson                                Chairman of the Board,            September 22, 1997
------------------------------------------         President, Chief Executive  
Floyd C. Wilson                                    Officer and Director
                                                   


/s/ W. Mark Womble                                 Executive Vice President,         September 22, 1997
----------------------------------------           Chief Financial Officer                                               
W. Mark Womble                                     (Principal Financial Officer)
                                                   and Director

/s/ Shane M. Bayless                               Controller                        September 22, 1997
-------------------------------------------        (Principal Accounting                                                       
Shane M. Bayless                                   Officer)


/s/ Alan J. Andreini                               Director                          September 22, 1997
---------------------------------------------                                                                           
Alan J. Andreini



/s/ Jay W. Decker                                  Director                          September 22, 1997
---------------------------------------------                                                                           
Jay W. Decker



/s/ David S. Elkouri                               Director                          September 22, 1997
----------------------------------------------                                                                          
David S. Elkouri



/s/ Jonathan S. Linker                             Director                          September 22, 1997
----------------------------------------------                                                                          
Jonathan S. Linker



/s/ William E. Macaulay                            Director                          September 22, 1997
-------------------------------------------        
William E. Macaulay



/s/ John T. McNabb, II                             Director                          September 22, 1997
---------------------------------------------                                                                           
John T. McNabb, II
</TABLE>




                                      5
<PAGE>   6
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit          Description of Exhibit
-------          ----------------------
<S>              <C>
4.1              Hugoton Energy Corporation Amended and Restated 1995 Stock Option Plan

4.2              Form of Stock Option Agreement

4.3              Jay W. Decker Nonstatutory Stock Option Agreement dated September 8, 1996

4.4              Restated Articles of Incorporation of Hugoton Energy Corporation, as amended
                 (Incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1
                 (Registration No. 33-70924)

4.5              Bylaws of Hugoton Energy Corporation, as amended (Incorporated by reference
                 to Exhibit 3.2 to Registration Statement on Form S-1 (Registration No. 33-70924)

5.1              Opinion of Hinkle, Eberhart & Elkouri, L.L.C.

23.1             Consent of Ernst & Young LLP

23.2             Consent of Hinkle, Eberhart & Elkouri, L.L.C. (included in Exhibit 5.1)

24.1             Power of Attorney (Included on the signature page to this Registration Statement)
</TABLE>





                                      6
[{"type": "S-8", "sequence": "1", "description": "HUGOTON ENERGY CORPORATION", "secsgml_size_bytes": 20353}]
{"company-data": {"conformed-name": "HUGOTON ENERGY CORP", "cik": "0000914144", "assigned-sic": "1311", "irs-number": "481036256", "state-of-incorporation": "KS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36269", "film-number": "97684770"}, "business-address": {"street1": "301 N MAIN ST STE 1900", "city": "WICHITA", "state": "KS", "zip": "67202", "phone": "3162621522"}, "mail-address": {"street1": "301 N MAIN ST", "street2": "STE 1900", "city": "WICHITA", "state": "KS", "zip": "67202"}}
1

   As filed with the Securities and Exchange Commission on September 24, 1997

                                                    Registration No. 33-
                                                                        --------

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

SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC  20549

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

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

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

                           HUGOTON ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

Kansas                                                                48-1036256
(State or other jurisdiction                                   (I.R.S. Employer 
of incorporation or organization)                            Identification No.)

                      1900 Epic Center, 301 N. Main Street
                             Wichita, Kansas  67202
          (Address of principal executive offices, including zip code)

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

                           HUGOTON ENERGY CORPORATION
                  AMENDED AND RESTATED 1995 STOCK OPTION PLAN
               JAY W. DECKER NONSTATUTORY STOCK OPTION AGREEMENT
                           (Full title of the plans)

                                 W. Mark Womble
              Executive Vice President and Chief Financial Officer
                      1900 Epic Center, 301 N. Main Street
                             Wichita, Kansas  67202
                    (Name and address of agent for service)
                                  316-262-1522
         (Telephone number, including area code, of agent for service)

                                   Copies to:

                                Connie D. Tatum
                       HINKLE, EBERHART & ELKOURI, L.L.C.
                      2000 Epic Center, 301 N. Main Street
                          Wichita, Kansas  67202-4820

                        CALCULATION OF REGISTRATION FEE
============================================================================================================

                                                               Proposed         Proposed
                                             Amount            maximum          maximum           Amount of
           Title of securities                to be       offering price per   aggregate        registration
             to be registered            registered (1)         share         offering price         fee

------------------------------------------------------------------------------------------------------------
Common Stock, no par value (2)  . . .       500,000          $ 11.50 (3)    $5,750,000 (3)       $ 1,742.42

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

 Common Stock, no par value (4)  . . .       125,000          $  8.34 (5)    $1,042,500 (5)       $   315.91

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

           Total . . . . . . . . . . .       625,000                                              $ 2,058.33

============================================================================================================
(1)      The number of shares of Common Stock registered herein is subject to
         adjustment to prevent dilution resulting from reorganizations, stock
         dividends, or similar transactions.

(2)      Additional shares issuable under the Hugoton Energy Corporation
         Amended and Restated 1995 Stock Option Plan.  

(3)      Estimated solely for purposes of calculating the registration fee in 
         accordance with Rule 457(c) on the basis of the price of the same 
         class as determined in accordance with Rule 457(c), using the average
         of the high and low sales prices reported on NASDAQ for the Common 
         Stock on September 19, 1997.

(4)      Issuable under the Jay W. Decker Nonstatutory Stock Option Agreement
         dated September 8, 1996.  

(5)      Estimated solely for purposes of calculating the registration fee 
         pursuant to Rule 457(h)(1) based on the price at which the options may
         be exercised.
2
                                    PART II

              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Hugoton Energy Corporation, a Kansas
corporation (the "Registrant"), are incorporated herein by reference and made a
part hereof:

         (a)     Annual Report on Form 10-K for the year ended December 31,
                 1996;

         (b)     Description of the Registrant's Common Stock, no par value per
                 share contained in the Registration Statement on Form 8-A,
                 filed pursuant to Section 12 of the Securities Exchange Act of
                 1934 as amended (the "Exchange Act") on January 4, 1994;

         (c)     Quarterly Report on Form 10-Q for the Quarter ended March 31,
                 1997; and

         (d)     Quarterly Report on Form 10-Q for the Quarter ended June 30,
                 1997.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the effective date of this
Registration Statement and prior to the filing of a post-effective amendment to
the Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.  Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 17-6305 of the Kansas Statutes authorizes, inter alia, a
corporation generally to indemnify any person ("indemnitee") who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right
of the corporation) by reason of the fact that such person is or was a
director, officer or employee or agent of the corporation, or is or was serving
at the request of the corporation in a similar position with another
corporation or entity, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  With
respect to actions or suits by or in the right of the corporation, however, an
indemnitee who acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation is generally limited
to attorneys' fees and other expenses, and no indemnification shall be made if
such person is adjudged liable to the corporation unless and only to the extent
that a court of competent jurisdiction determines that indemnification is
appropriate.  Section 17-6305 further provides that any indemnification shall
be made by the corporation only as authorized in each specific case upon a
determination by the (i) stockholders, (ii) board of directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding or (iii) independent counsel if a quorum of disinterested
directors so directs, that indemnification of the indemnitee is proper because
he has met the applicable standard of conduct.  Section 17-6305 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.

         Section 2 of Article V of the Registrant's Bylaws, provides, in
substance, for indemnification of the Registrant's officers and directors to
the fullest extent permitted by Section 17-6305 of the Kansas Statutes.

                                      2
3
Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
4.1     -        Hugoton Energy Corporation Amended and Restated 1995 Stock Option Plan

         4.2     -        Form of Stock Option Agreement

         4.3     -        Jay W. Decker Nonstatutory Stock Option Agreement dated September 8, 1996

         4.4     -        Restated Articles of Incorporation of Hugoton Energy Corporation, as amended (Incorporated by
                          reference to Exhibit 3.1 to Registration Statement on Form S-1 (Registration No. 33-70924)

         4.5     -        Bylaws of Hugoton Energy Corporation, as amended (Incorporated by reference to Exhibit 3.2 to
                          Registration Statement on Form S-1 (Registration No. 33-70924)

         5.1     -        Opinion of Hinkle, Eberhart & Elkouri, L.L.C.

         23.1    -        Consent of Ernst & Young LLP

         23.2    -        Consent of Hinkle, Eberhart & Elkouri, L.L.C. (included in Exhibit 5.1)

         24.1    -        Power of Attorney (Included on the signature page to this Registration Statement)
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, as amended (the "Securities Act");

         (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;

         (iii)   To include any material information with respect to the plan
                 of distribution not previously disclosed in this Registration
                 Statement or any material change to such information in this
                 Registration Statement;

provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (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.

                                      3
4
         B.      The undersigned Registrant hereby undertakes that for the
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.

                                   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 Wichita, State of Kansas, on
September 22, 1997.

                                     HUGOTON ENERGY CORPORATION

                                     By:      /s/ W. Mark Womble            
                                        ---------------------------------------
                                        W. Mark Womble, Chief Financial Officer

                                      4
5
         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Floyd C. Wilson and W. Mark Womble, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney- in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                          Title                          Date
         ---------                                          -----                          ----
/s/ Floyd C. Wilson                                Chairman of the Board,            September 22, 1997
------------------------------------------         President, Chief Executive  
Floyd C. Wilson                                    Officer and Director
                                                   

/s/ W. Mark Womble                                 Executive Vice President,         September 22, 1997
----------------------------------------           Chief Financial Officer                                               
W. Mark Womble                                     (Principal Financial Officer)
                                                   and Director

/s/ Shane M. Bayless                               Controller                        September 22, 1997
-------------------------------------------        (Principal Accounting                                                       
Shane M. Bayless                                   Officer)

/s/ Alan J. Andreini                               Director                          September 22, 1997
---------------------------------------------                                                                           
Alan J. Andreini

/s/ Jay W. Decker                                  Director                          September 22, 1997
---------------------------------------------                                                                           
Jay W. Decker

/s/ David S. Elkouri                               Director                          September 22, 1997
----------------------------------------------                                                                          
David S. Elkouri

/s/ Jonathan S. Linker                             Director                          September 22, 1997
----------------------------------------------                                                                          
Jonathan S. Linker

/s/ William E. Macaulay                            Director                          September 22, 1997
-------------------------------------------        
William E. Macaulay

/s/ John T. McNabb, II                             Director                          September 22, 1997
---------------------------------------------                                                                           
John T. McNabb, II
5
6
                                 EXHIBIT INDEX
Exhibit          Description of Exhibit
-------          ----------------------
4.1              Hugoton Energy Corporation Amended and Restated 1995 Stock Option Plan

4.2              Form of Stock Option Agreement

4.3              Jay W. Decker Nonstatutory Stock Option Agreement dated September 8, 1996

4.4              Restated Articles of Incorporation of Hugoton Energy Corporation, as amended
                 (Incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1
                 (Registration No. 33-70924)

4.5              Bylaws of Hugoton Energy Corporation, as amended (Incorporated by reference
                 to Exhibit 3.2 to Registration Statement on Form S-1 (Registration No. 33-70924)

5.1              Opinion of Hinkle, Eberhart & Elkouri, L.L.C.

23.1             Consent of Ernst & Young LLP

23.2             Consent of Hinkle, Eberhart & Elkouri, L.L.C. (included in Exhibit 5.1)

24.1             Power of Attorney (Included on the signature page to this Registration Statement)
6