<PAGE>   1
      As filed with the Securities and Exchange Commission on October 7, 1998.

                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

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

                             PETROQUEST ENERGY, INC.
             (Exact Name of Registrant as Specified in its Charter)
                                 ---------------

<TABLE>
<S>                                                                         <C>       
              DELAWARE                                                          98-0115468
    (State or Other Jurisdiction                                             (I.R.S. Employer
  of Incorporation or Organization)                                         Identification No.)

625 E. KALISTE SALOOM ROAD, SUITE 400
     LAFAYETTE, LOUISIANA 70508
(Address of Principal Executive Offices)
</TABLE>

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

                             PETROQUEST ENERGY, INC.
                               1998 INCENTIVE PLAN
                            (Full Title of the Plan)
                                 ---------------

<TABLE>
<S>                                                                        <C>
               Name, Address and Telephone                                 Copy of Communications to:
              Number of Agent for Service:

                   ROBERT R. BROOKSHER                                           ROBERT G. REEDY
          CHIEF FINANCIAL OFFICER AND SECRETARY                              PORTER & HEDGES, L.L.P.
                 PETROQUEST ENERGY, INC.                                      700 LOUISIANA STREET
          625 E. KALISTE SALOOM ROAD, SUITE 400                             HOUSTON, TEXAS 77002-2764
                LAFAYETTE, LOUISIANA 70508                                       (713) 226-0600
                      (318) 232-7028
</TABLE>


                        
<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                                                 PROPOSED
                                           AMOUNT TO      PROPOSED MAXIMUM        MAXIMUM
                                              BE              OFFERING           AGGREGATE           AMOUNT OF
 TITLE OF SECURITIES TO BE REGISTERED    REGISTERED(1)     PRICE PER SHARE    OFFERING PRICE(2)   REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>                 <C>                 <C> 
Common Stock, par value $.001 per          1,800,000           $0.719            $1,294,200            $382
share
==================================================================================================================

</TABLE>

(1)      Pursuant to Rule 416(a), also registered hereunder is an indeterminate
         number of shares of Common Stock issuable as a result of the
         anti-dilution provisions of the Plan.

(2)      Pursuant to Rule 457(c), the registration fee is calculated on the
         basis of the average of the high and low sale prices for the Common
         Stock on The Nasdaq NMS on October 2, 1998, $0.719. Pursuant to
         Rule 457(h), the registration fee is calculated with respect to the
         maximum number of the registrant's securities issuable under the Plan.


<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The contents of the following documents filed by PetroQuest Energy,
Inc., a Delaware corporation (the "Company" or "Registrant"), with the
Securities and Exchange Commission ("Commission") are incorporated into this
registration statement ("Registration Statement") by reference:

         (i)   the Company's annual report on Form 10-K for the fiscal year
               ended December 31, 1997 (filed on March 31, 1998, as amended by
               its report on Form 10-K/A-1 filed on May 27, 1998, as amended by
               its report on Form 10-K/A-2 filed on June 4, 1998);

         (ii)  the Company's quarterly reports on Form 10-Q for the quarters
               ended March 31, 1998 (filed on May 15, 1998, as amended by its
               report on Form 10-Q/A-1 filed on June 4, 1998) and June 30, 1997
               (filed on August 17, 1998);

         (iii) the Company's Current Reports on Form 8-K (filed on March 6,
               1998; filed on April 21, 1998; filed on May 26, 1998 and as
               amended by its report on Form 8-K/A-1 filed June 4, 1998; and
               filed September 16, 1998).

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the filing date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement 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. The Company will provide without
charge to each participant in the Company's 1998 Incentive Plan upon written or
oral request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.

ITEM 4.  DESCRIPTION OF SECURITIES

         Pursuant to the Certificate of Incorporation, the authorized capital
stock of the Company consists of 75,000,000 shares of Common Stock, par value
$.001 per share, and 5,000,000 shares of Preferred Stock, par value $.001 per
share. As of September 1, 1998, there were 18,337,347 shares of issued and
outstanding Common Stock and no shares of Preferred Stock outstanding.

COMMON STOCK

         Each share of Common Stock is entitled to one vote in any matter
submitted for a vote to the holders of the capital stock of the Company. The
Common Stock does not have cumulative voting rights, the absence of which will,
in effect, allow the holders of a majority of the outstanding shares of Common
Stock to elect all the directors then standing for election. The absence of
cumulative voting rights could have the effect of delaying, deterring or
preventing a change in control of the Company. Subject to the superior rights of
any series of Preferred Stock, the holders of the Common Stock may receive
dividends if, when and as declared by the Board of Directors of the Company and,
upon liquidation of the Company, are entitled to all assets remaining after the
satisfaction of liabilities. The Common Stock has no preemptive or other
subscription rights.

PREFERRED STOCK

         The Board of Directors is empowered, without the approval of the
stockholders, to authorize the issuance of Preferred Stock in one or more
series, to establish the number of shares included in each series, and to fix
the relative rights, powers, preferences and limitations of each series. As a
result, the Board of Directors has the Power to afford the holders of any series
of Preferred Stock greater rights, powers, preferences and limitations than the
holders of


                                      -3-


<PAGE>   3

Common Stock. The ability of the Board of Directors to establish the rights,
powers, preferences and limitations and to issue Preferred Stock could be used
as an anti-takeover device.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the DGCL permits a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action.

         In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of the
case, and the corporation may not indemnify for amounts paid in satisfaction of
a judgment or in settlement of the claim. In any such action, no indemnification
may be paid in respect of any claim, issue or matter as to which such persons
shall have been adjudged liable to the corporation except as otherwise provided
by the Delaware Court of Chancery or the court in which the claim was brought.
In any other type of proceeding, the indemnification may extend to judgments,
fines and amounts paid in settlement, actually and reasonably incurred in
connection with such other proceeding, as well as to expenses (including
attorneys' fees).

         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors, or (ii) by independent counsel
in a written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (iii) by the stockholders.

         The Certificate of Incorporation and Bylaws of the Company require the
Company to indemnify the Company's directors and officers to the fullest extent
permitted under Delaware law. The Company's Certificate of Incorporation limits
the personal liability of a director to the Company or its stockholders to
damages for breach of the director's fiduciary duty.

         The above discussion of the Company's Certificate of Incorporation and
Bylaws and the DGCL is not intended to be exhaustive and is qualified in its
entirety by such Articles, Bylaws and statute.

         The Company maintains officers' and directors' indemnity insurance
against expenses of defending claims or payment of amounts arising out of
good-faith conduct believed by the officer or director to be in or not opposed
to the best interest of the Company.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

              Not Applicable.

                                      -4-


<PAGE>   4

ITEM 8.       EXHIBITS


<TABLE>
<CAPTION>
     EXHIBIT                     
        NO.                       DESCRIPTION
     -------                      -----------
     <S>        <C>
       4.1      1998 Incentive Plan effective as of August 21, 1998
                (Incorporated by reference to the Company's Current Report on
                Form 8-K, filed September 16, 1998).

      *5.1      Opinion of Porter & Hedges, L.L.P. with respect to legality of securities.

     *23.1      Consent of KPMG.

     *23.2      Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).

     *24.1      Powers of Attorney (included on signature page hereto).
</TABLE>

-------------------
*        Filed herewith.

ITEM 9.       UNDERTAKINGS

         (a)  Undertaking to Update

              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 the Registration Statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information 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 and of the estimated maximum offering range may be
              reflected in the form of a 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 percent 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 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 15(d) of the Securities
         Exchange Act of 1934, as amended (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, 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)  Undertaking With Respect to Documents Incorporated by Reference


                                      -5-


<PAGE>   5


              The undersigned Registrant hereby undertakes that, for 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)  Undertaking With Respect to Indemnification

              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
         Securities and Exchange 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.


                                      -6-


<PAGE>   6



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles T. Goodson and Robert R.
Brooksher, and each of them, either of whom may act without joinder of the
other, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all pre- and post-effective
amendments and supplements to this Registration Statement, and to file the same,
or caused to be filed the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of either of them, may lawfully do or cause to be done by virtue
hereof.

                                   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 Lafayette, State of Louisiana, on this 7th day of
October, 1998.
                                PETROQUEST ENERGY, INC.

                                By:       /s/ CHARLES T. GOODSON
                                   ---------------------------------------------
                                              Charles T. Goodson,
                                President, Chief Executive Officer and Director

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this __ day of September, 1998.


<TABLE>
<CAPTION>
                      SIGNATURE                                                       TITLE
                      ---------                                                       -----
      <S>                                                     <C>
            /s/ WILLIAM C. LEUSCHNER                          Chairman of the Board and Director
      -------------------------------------------
                William C. Leuschner

             /s/ CHARLES T. GOODSON                           President, Chief Executive Officer and Director
      -------------------------------------------             (Principal Executive Officer)
                 Charles T. Goodson

            /s/ ALFRED J. THOMAS, II                          Chief Operating Officer and Director
      -------------------------------------------
                Alfred J. Thomas, II

               /s/ RALPH J. DAIGLE                            Senior Vice President - Exploration and Direct
      -------------------------------------------
                   Ralph J. Daigle

             /s/ ROBERT R. BROOKSHER                          CHIEF Financial Officer, Secretary and Directo
      -------------------------------------------             (Principal Financial and Accounting Officer)
                 Robert R. Brooksher

             /s/ DANIEL G. FOURNERAT                          Director
      -------------------------------------------
                 Daniel G. Fournerat

            /s/ ROBERT L. HODGKINSON                          Director
      -------------------------------------------             
                Robert L. Hodgkinson
</TABLE>

                                      -7-

<PAGE>   7



                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
     EXHIBIT                     
        NO.                       DESCRIPTION
     -------                      -----------
     <S>        <C>
       4.1      1998 Incentive Plan effective as of August 21, 1998
                (Incorporated by reference to the Company's Current Report on
                Form 8-K, filed September 16, 1998).

      *5.1      Opinion of Porter & Hedges, L.L.P. with respect to legality of securities.

     *23.1      Consent of KPMG.

     *23.2      Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).

     *24.1      Powers of Attorney (included on signature page hereto).
</TABLE>

-------------------
*        Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "PETROQUEST ENERGY, INC.", "secsgml_size_bytes": 22399}]
{"company-data": {"conformed-name": "PETROQUEST ENERGY INC", "cik": "0000872248", "assigned-sic": "1311", "irs-number": "980115468", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65401", "film-number": "98721915"}, "business-address": {"street1": "625 E KALISTE SALOOM ROAD SUITE 400", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "LAFAYETTE", "state": "LA", "zip": "70508", "phone": "(318)232-7028"}, "mail-address": {"street1": "600 595 HOWE ST", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6C 2T5", "state": "A1"}, "former-company": {"former-conformed-name": "OPTIMA PETROLEUM CORP", "date-changed": "19950726"}}
1
      As filed with the Securities and Exchange Commission on October 7, 1998.

                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

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

                             PETROQUEST ENERGY, INC.
             (Exact Name of Registrant as Specified in its Charter)
                                 ---------------
DELAWARE                                                          98-0115468
    (State or Other Jurisdiction                                             (I.R.S. Employer
  of Incorporation or Organization)                                         Identification No.)

625 E. KALISTE SALOOM ROAD, SUITE 400
     LAFAYETTE, LOUISIANA 70508
(Address of Principal Executive Offices)
---------------

                             PETROQUEST ENERGY, INC.
                               1998 INCENTIVE PLAN
                            (Full Title of the Plan)
                                 ---------------
Name, Address and Telephone                                 Copy of Communications to:
              Number of Agent for Service:

                   ROBERT R. BROOKSHER                                           ROBERT G. REEDY
          CHIEF FINANCIAL OFFICER AND SECRETARY                              PORTER & HEDGES, L.L.P.
                 PETROQUEST ENERGY, INC.                                      700 LOUISIANA STREET
          625 E. KALISTE SALOOM ROAD, SUITE 400                             HOUSTON, TEXAS 77002-2764
                LAFAYETTE, LOUISIANA 70508                                       (713) 226-0600
                      (318) 232-7028
CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                                                 PROPOSED
                                           AMOUNT TO      PROPOSED MAXIMUM        MAXIMUM
                                              BE              OFFERING           AGGREGATE           AMOUNT OF
 TITLE OF SECURITIES TO BE REGISTERED    REGISTERED(1)     PRICE PER SHARE    OFFERING PRICE(2)   REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per          1,800,000           $0.719            $1,294,200            $382
share
==================================================================================================================
(1)      Pursuant to Rule 416(a), also registered hereunder is an indeterminate
         number of shares of Common Stock issuable as a result of the
         anti-dilution provisions of the Plan.

(2)      Pursuant to Rule 457(c), the registration fee is calculated on the
         basis of the average of the high and low sale prices for the Common
         Stock on The Nasdaq NMS on October 2, 1998, $0.719. Pursuant to
         Rule 457(h), the registration fee is calculated with respect to the
         maximum number of the registrant's securities issuable under the Plan.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The contents of the following documents filed by PetroQuest Energy,
Inc., a Delaware corporation (the "Company" or "Registrant"), with the
Securities and Exchange Commission ("Commission") are incorporated into this
registration statement ("Registration Statement") by reference:

         (i)   the Company's annual report on Form 10-K for the fiscal year
               ended December 31, 1997 (filed on March 31, 1998, as amended by
               its report on Form 10-K/A-1 filed on May 27, 1998, as amended by
               its report on Form 10-K/A-2 filed on June 4, 1998);

         (ii)  the Company's quarterly reports on Form 10-Q for the quarters
               ended March 31, 1998 (filed on May 15, 1998, as amended by its
               report on Form 10-Q/A-1 filed on June 4, 1998) and June 30, 1997
               (filed on August 17, 1998);

         (iii) the Company's Current Reports on Form 8-K (filed on March 6,
               1998; filed on April 21, 1998; filed on May 26, 1998 and as
               amended by its report on Form 8-K/A-1 filed June 4, 1998; and
               filed September 16, 1998).

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the filing date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement 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. The Company will provide without
charge to each participant in the Company's 1998 Incentive Plan upon written or
oral request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.

ITEM 4.  DESCRIPTION OF SECURITIES

         Pursuant to the Certificate of Incorporation, the authorized capital
stock of the Company consists of 75,000,000 shares of Common Stock, par value
$.001 per share, and 5,000,000 shares of Preferred Stock, par value $.001 per
share. As of September 1, 1998, there were 18,337,347 shares of issued and
outstanding Common Stock and no shares of Preferred Stock outstanding.

COMMON STOCK

         Each share of Common Stock is entitled to one vote in any matter
submitted for a vote to the holders of the capital stock of the Company. The
Common Stock does not have cumulative voting rights, the absence of which will,
in effect, allow the holders of a majority of the outstanding shares of Common
Stock to elect all the directors then standing for election. The absence of
cumulative voting rights could have the effect of delaying, deterring or
preventing a change in control of the Company. Subject to the superior rights of
any series of Preferred Stock, the holders of the Common Stock may receive
dividends if, when and as declared by the Board of Directors of the Company and,
upon liquidation of the Company, are entitled to all assets remaining after the
satisfaction of liabilities. The Common Stock has no preemptive or other
subscription rights.

PREFERRED STOCK

         The Board of Directors is empowered, without the approval of the
stockholders, to authorize the issuance of Preferred Stock in one or more
series, to establish the number of shares included in each series, and to fix
the relative rights, powers, preferences and limitations of each series. As a
result, the Board of Directors has the Power to afford the holders of any series
of Preferred Stock greater rights, powers, preferences and limitations than the
holders of

                                      -3-
3

Common Stock. The ability of the Board of Directors to establish the rights,
powers, preferences and limitations and to issue Preferred Stock could be used
as an anti-takeover device.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the DGCL permits a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action.

         In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of the
case, and the corporation may not indemnify for amounts paid in satisfaction of
a judgment or in settlement of the claim. In any such action, no indemnification
may be paid in respect of any claim, issue or matter as to which such persons
shall have been adjudged liable to the corporation except as otherwise provided
by the Delaware Court of Chancery or the court in which the claim was brought.
In any other type of proceeding, the indemnification may extend to judgments,
fines and amounts paid in settlement, actually and reasonably incurred in
connection with such other proceeding, as well as to expenses (including
attorneys' fees).

         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors, or (ii) by independent counsel
in a written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (iii) by the stockholders.

         The Certificate of Incorporation and Bylaws of the Company require the
Company to indemnify the Company's directors and officers to the fullest extent
permitted under Delaware law. The Company's Certificate of Incorporation limits
the personal liability of a director to the Company or its stockholders to
damages for breach of the director's fiduciary duty.

         The above discussion of the Company's Certificate of Incorporation and
Bylaws and the DGCL is not intended to be exhaustive and is qualified in its
entirety by such Articles, Bylaws and statute.

         The Company maintains officers' and directors' indemnity insurance
against expenses of defending claims or payment of amounts arising out of
good-faith conduct believed by the officer or director to be in or not opposed
to the best interest of the Company.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

              Not Applicable.

                                      -4-
4

ITEM 8.       EXHIBITS
EXHIBIT                     
        NO.                       DESCRIPTION
     -------                      -----------
4.1      1998 Incentive Plan effective as of August 21, 1998
                (Incorporated by reference to the Company's Current Report on
                Form 8-K, filed September 16, 1998).

      *5.1      Opinion of Porter & Hedges, L.L.P. with respect to legality of securities.

     *23.1      Consent of KPMG.

     *23.2      Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).

     *24.1      Powers of Attorney (included on signature page hereto).
-------------------
*        Filed herewith.

ITEM 9.       UNDERTAKINGS

         (a)  Undertaking to Update

              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 the Registration Statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information 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 and of the estimated maximum offering range may be
              reflected in the form of a 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 percent 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 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 15(d) of the Securities
         Exchange Act of 1934, as amended (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, 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)  Undertaking With Respect to Documents Incorporated by Reference

                                      -5-
5

              The undersigned Registrant hereby undertakes that, for 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)  Undertaking With Respect to Indemnification

              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
         Securities and Exchange 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.

                                      -6-
6

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles T. Goodson and Robert R.
Brooksher, and each of them, either of whom may act without joinder of the
other, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all pre- and post-effective
amendments and supplements to this Registration Statement, and to file the same,
or caused to be filed the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of either of them, may lawfully do or cause to be done by virtue
hereof.

                                   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 Lafayette, State of Louisiana, on this 7th day of
October, 1998.
                                PETROQUEST ENERGY, INC.

                                By:       /s/ CHARLES T. GOODSON
                                   ---------------------------------------------
                                              Charles T. Goodson,
                                President, Chief Executive Officer and Director

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this __ day of September, 1998.
SIGNATURE                                                       TITLE
                      ---------                                                       -----
/s/ WILLIAM C. LEUSCHNER                          Chairman of the Board and Director
      -------------------------------------------
                William C. Leuschner

             /s/ CHARLES T. GOODSON                           President, Chief Executive Officer and Director
      -------------------------------------------             (Principal Executive Officer)
                 Charles T. Goodson

            /s/ ALFRED J. THOMAS, II                          Chief Operating Officer and Director
      -------------------------------------------
                Alfred J. Thomas, II

               /s/ RALPH J. DAIGLE                            Senior Vice President - Exploration and Direct
      -------------------------------------------
                   Ralph J. Daigle

             /s/ ROBERT R. BROOKSHER                          CHIEF Financial Officer, Secretary and Directo
      -------------------------------------------             (Principal Financial and Accounting Officer)
                 Robert R. Brooksher

             /s/ DANIEL G. FOURNERAT                          Director
      -------------------------------------------
                 Daniel G. Fournerat

            /s/ ROBERT L. HODGKINSON                          Director
      -------------------------------------------             
                Robert L. Hodgkinson
-7-
7

                                INDEX TO EXHIBITS
EXHIBIT                     
        NO.                       DESCRIPTION
     -------                      -----------
4.1      1998 Incentive Plan effective as of August 21, 1998
                (Incorporated by reference to the Company's Current Report on
                Form 8-K, filed September 16, 1998).

      *5.1      Opinion of Porter & Hedges, L.L.P. with respect to legality of securities.

     *23.1      Consent of KPMG.

     *23.2      Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).

     *24.1      Powers of Attorney (included on signature page hereto).
-------------------
*        Filed herewith.