<PAGE>   1


As filed with the Securities and Exchange Commission on April 28, 1998
                                                      Registration No. 333-
==========================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                          SOUTHERN MINERAL CORPORATION
             (Exact name of Registrant as Specified in Its Charter)


                 NEVADA                                    36-2068676
     (State or Other Jurisdiction                       (I.R.S. Employer
 of Incorporation or Organization)                    Identification No.)

          500 DALLAS STREET                                  77002
             SUITE 2800                                    (Zip Code)
           HOUSTON, TEXAS
(Address of Principal Executive Offices)

                          SOUTHERN MINERAL CORPORATION
                             1997 STOCK OPTION PLAN
                            (Full Title of the Plan) 

                                STEVEN H. MIKEL
                         500 DALLAS STREET, SUITE 2800
                              HOUSTON, TEXAS 77002
                    (Name and address of Agent For Service)

                                 (713) 658-9444
                       (Telephone Number, Including Area
                          Code, of Agent for Service)

                                    Copy to:
                               DAVID S. PETERMAN
                    AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P
                              711 LOUISIANA STREET
                    PENNZOIL PLACE - SOUTH TOWER, SUITE 1900
                              HOUSTON, TEXAS 77002

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

                        CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>
=================================================================================================================================
                                                       AMOUNT TO BE      PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
                        TITLE OF SECURITIES             REGISTERED      OFFERING PRICE PER    AGGREGATE OFFERING    REGISTRATION
                          TO BE REGISTERED                (1)(2)            SHARE (3)              PRICE (3)           FEE
---------------------------------------------------------------------------------------------------------------------------------
                 <S>                      <C>            <C>                 <C>                  <C>                   <C>
                 Common Stock, par value  $0.01 per
                 share                                   700,000             $3.9375              $2,756,250            $813
=================================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416, this Registration Statement also includes an
         indeterminate number of additional shares that may become issuable
         pursuant to the antidilution adjustment provisions of the Plan.

(2)      Issuable upon exercise of options available for grant under the Plan.

(3)      Pursuant to Rule 457(c) and (h), and solely for the purpose of
         calculating the applicable registration fee, the proposed maximum
         offering price per share for the remaining Common Stock to be
         registered hereunder, has been estimated at $3.9375, which amount
         represents the average of the high and low sales prices of the Common
         Stock of the Registrant on April 22, 1998, as quoted on The Nasdaq
         National Market.

================================================================================
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents constituting Part I of this Registration Statement (the
"Registration Statement") will be sent or given to directors, officers,
consultants, advisors and employees of Southern Mineral Corporation (the
"Company") as specified by Rule 428(b)(1) promulgated under the Securities Act
of 1933, as amended (the "Securities Act").
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (1)     The Company's Annual Report on Form 10-KSB for the fiscal
                 year ended December 31, 1997.

         (2)     All reports filed by the Company pursuant to Section 13(a) or
                 15(d) of the Securities Exchange Act of 1934, as amended (the
                 "Exchange Act"), since December 31, 1997.

         (3)     The description of the Company's Common Stock, par value $0.01
                 per share (the "Common Stock"), contained in Item 1 of the
                 Registration Statement on Form S-4 dated December 11, 1997, as
                 amended (Registration No. 333-42045).

         In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
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 of such documents. Any statement contained in a 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 modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters with respect to the securities offered hereby
         will be passed upon by Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
         Houston, Texas.  Mr. L. Todd Gremillion, a partner
<PAGE>   4
of Akin, Gump, Strauss, Hauer & Feld, L.L.P., beneficially owns 83,000 shares
of Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article Ninth of the Registrant's amended and restated articles of
incorporation permits, and Article VII of the Registrant's Bylaws contains
indemnification provisions which make mandatory the indemnification permitted
by Section 78.751 of the General Corporation Law of Nevada ("NGCL").
Accordingly, the Registrant generally must 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 such person is or was a director,
officer, employee or agent of the Registrant or is or was serving at the
request of the Registrant 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 such person in connection with
such action, suit or proceeding.  However, with respect to an action or suit
brought to obtain a judgment in the Registrant's favor, whether by the
Registrant itself or derivatively by a stockholder, (i) such indemnification is
limited to expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit, and (ii) such indemnification may not be made
for any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the Registrant or for amounts paid in settlement to the
Registrant, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.  In all cases, the person seeking indemnification must have acted
in good faith and in a manner such person reasonably believed to be in, or not
opposed to, the Registrant's best interests.  In the case of criminal actions
or proceedings, the person must also have had no reasonable cause to believe
such person's conduct was unlawful.  The determination as to whether a person
seeking indemnification has met the required standard of conduct must be made
by the Registrant's stockholders, by a majority vote of a quorum of its
disinterested directors, or by independent legal counsel in a written opinion
if such a quorum does not exist or if the disinterested directors so direct.
To the extent that a director, officer, employee or agent of the Registrant has
been successful on the merits or otherwise in defending any action, suit or
proceeding for which indemnification is permissible under the NGCL, or in
defending any claim, issue or matter therein, the Registrant must, under both
the NGCL and its bylaws, indemnify such person against expenses, including
attorneys' fees, actually and reasonably incurred by such person in connection
with the defense.  As permitted by the NGCL, the Registrant's bylaws require it
to advance expenses which its officers and directors incur in defending any
civil or criminal action, suit or proceeding upon receipt of an undertaking by
such person or on such person's behalf to repay such amounts if it is
ultimately determined by a court of competent jurisdiction that such person is
not entitled to be indemnified by the Registrant.  The NGCL and the
Registrant's Bylaws provide that the indemnification and advancement of
expenses authorized therein are not exclusive.  Accordingly, the Registrant
could provide for other indemnification of its directors









                                      II-2
<PAGE>   5
and officers acting in either or both of their official capacities or other
capacities while holding office.  However, excepting advancement of expenses
and court-ordered indemnification explicitly provided for by the NGCL, the NGCL
and the Registrant's bylaws prohibit the Registrant from indemnifying any
director or officer if a final adjudication establishes that such person's acts
or omissions involved intentional misconduct, fraud or a knowing violation of
the law and was material to the cause of action.  Consistent with Section
78.752 of the NGCL, the Registrant's bylaws empower it to procure and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Registrant, or at the Registrant's request, of another entity,
against any liability asserted against such person and incurred by such person
in such capacity, or arising out of such person's status as such, regardless of
whether the Registrant could indemnify such person against such liability.  The
Registrant has purchased insurance on behalf of its directors and officers
against certain liabilities that may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the Registrant, or that
may arise out of their status as directors or officers of the Registrant,
including liabilities under federal and state securities laws.  As permitted by
Section 78.037 of the NGCL, the Registrant's current amended and restated
articles of incorporation eliminate the liability of its directors and officers
to the Registrant and its stockholders for damages for breach of fiduciary
duty, except for acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law, or for the payment of distributions in violation
of Section 78.300 of the NGCL.  To the extent that this provision limits the
remedies of the Registrant and its stockholders to equitable remedies, it might
reduce the likelihood of derivative litigation and discourage the Registrant's
management or stockholders from initiating litigation against its directors or
officers for breach of their fiduciary duties.  Additionally, equitable
remedies may not be effective in many situations.  If a stockholder's only
remedy is to enjoin the completion of an action, such remedy would be
ineffective if the stockholder does not become aware of a transaction or event
until after it has been completed.  In such a situation, it is possible that
the Registrant and its stockholders would have no effective remedy against
directors or officers.  The Registrant has purchased insurance on behalf of its
directors and officers against certain liabilities that may be asserted
against, or incurred by, such persons in their capacities as directors or
officers of the Registrant, or that may arise out of their status as directors
or officers of the Registrant, including liabilities under the federal and
state securities laws.

         The above discussion of the NGCL and the Registrant's current amended
and restated articles of incorporation and Bylaws is not intended to be
exhaustive and is qualified in its entirety by the NGCL and such articles of
incorporation and Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.






                                      II-3
<PAGE>   6
ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
 EXHIBIT NUMBER                                      DESCRIPTION OF EXHIBITS
 --------------                                      -----------------------
      <S>            <C>
      3.1            Amended and  Restated Articles  of Incorporation  of the  Registrant, (incorporated  by
                     reference to Exhibit 3.1 to Form 8-K dated January 28, 1998).

      3.2            Amended and  Restated Bylaws of the  Registrant, as amended  (incorporated by reference
                     to  Exhibit (a)(3)(b)  of Item  14, Part  IV on  Form 10-K  for  the fiscal  year ended
                     December 31, 1989 (Commission File No. 0-8043)).

      4.1            Indenture relating to the Registrant's  6 7/8% Subordinated Debentures due 2007,  dated
                     October  7, 1997, between  the Registrant and  American Stock Transfer  & Trust Company
                     (incorporated  by  reference to  Exhibit  4.5 to  Form  S-2 (Commission  File  No. 333-
                     35843)).

      4.2            Form of Subordinated Debentures (included in Exhibit 4.1).

     *4.3            Southern Mineral 1997 Stock Option Plan.

     *5.1            Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

     *23.1           Consent of KPMG Peat Marwick LLP, independent auditors.

     *23.2           Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5.1).

     *23.3           Consent of Netherland, Sewell & Associates, Inc.

     *23.4           Consent of McDaniel & Associates Consultants Ltd.

     *23.5           Consent of Grant Thornton LLP

     *23.6           Consent of Ryder Scott Company, Petroleum Engineers

     *24.1           Powers of Attorney (included in signature pages to this Registration Statement).
</TABLE>

* filed herewith.

ITEM 9.  UNDERTAKINGS.

         (a)     The 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 to:

                          (i)     include any prospectus required by Section
                 10(a)(3) of the Securities Act;

                          (ii)    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






                                      II-4
<PAGE>   7
                 fundamental change in the information set forth in the
                 Registration Statement.  Notwithstanding the foregoing, any
                 increase or decrease in volume of securities offered (if the
                 total dollar value of securities offered would not exceed that
                 which was registered) and any deviation from the low or high
                 and of the estimated maximum offering range may be reflected
                 in the form of prospectus filed with the Commission pursuant
                 to Rule 424(b) if, in the aggregate, the changes in volume and
                 price represent no more than 20 percent change in the maximum
                 aggregate offering price set forth in the "Calculation of
                 Registration Fee" table in the effective registration
                 statement; and

                          (iii)   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;

                 (2)      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; and

                 (3)      file a post-effective amendment to remove from
         registration any of the securities that remain unsold at the end of
         the offering.

         (b)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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; provided, however, 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 Exchange Act.




                                      II-5
<PAGE>   8
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on this 28th day of
April 1998.

                          SOUTHERN MINERAL CORPORATION




                    By:    /s/ STEVEN H. MIKEL             April 28, 1998
                        ----------------------------                         
                             Steven H. Mikel
                             President and Chief Executive Officer




                        POWER OF ATTORNEY AND SIGNATURES

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the dates indicated.  Each person whose signature to this Registration
Statement appears below hereby constitutes and appoints Steven H. Mikel and
James H. Price, and each of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution, to sign on his or her behalf
individually and in the capacity stated below and to perform any acts necessary
to be done in order to file all amendments and post- effective amendments to
this Registration Statement, and any and all instruments or documents filed as
part of or in connection with this Registration Statement or the amendments
thereto and each of the undersigned does hereby ratify and confirm all that
said attorney-in-fact and agent, or his substitutes, shall do or cause to be
done by virtue hereof.

<TABLE>
<CAPTION>
                        SIGNATURE                                    TITLE                                   DATE
                        ---------                                    -----                                   ----
               <S>                                       <C>                                        <C>
               /s/ STEVEN H. MIKEL                       Director and President                     April 28, 1998
               ---------------------------               and Chief Executive Officer
               Steven H. Mikel                           (principal executive officer)
                                                         



               /s/ JAMES H. PRICE                        Vice President - Finance                   April 28, 1998
               --------------------------                (principal financial and
               James H. Price                            accounting officer)
                                                         
</TABLE>
<PAGE>   9



<TABLE>
               <S>                                       <C>                                        <C>
               /s/ HOWELL H. HOWARD                      Chairman of the Board                      April 28, 1998
               ---------------------------               and Director
               Howell H. Howard                          



               /s/ B. TRAVIS BASHAM                      Director                                   April 28, 1998
               ---------------------------
               B. Travis Basham




               /s/ THOMAS R. FULLER                      Director                                   April 28, 1998
               ---------------------------
               Thomas R. Fuller



               /s/ ROBERT R. HILLERY                     Director                                   April 28, 1998
               ---------------------------
               Robert R. Hillery



               /s/ E. RALPH HINES, JR.                   Director                                   April 28, 1998
               ---------------------------
               E. Ralph Hines, Jr.



               /s/ JAMES E. NIELSON                      Director                                   April 28, 1998
               ---------------------------
               James E. Nielson



               /s/ DONALD H. WEISE, JR.                  Director                                   April 28, 1998
               ---------------------------
               Donald H. Weise, Jr.


               /s/ SPENCER L. YOUNGBLOOD                 Director                                   April 28, 1998
               ---------------------------
              Spencer L. Youngblood
</TABLE>
<PAGE>   10
                                     INDEX TO EXHIBITS


<TABLE>
<CAPTION>
 EXHIBIT NUMBER                                      DESCRIPTION OF EXHIBITS
 --------------                                      -----------------------
      <S>            <C>
      3.1            Amended and  Restated Articles  of Incorporation  of the  Registrant, (incorporated  by
                     reference to Exhibit 3.1 to Form 8-K dated January 28, 1998).

      3.2            Amended and  Restated Bylaws of the  Registrant, as amended  (incorporated by reference
                     to  Exhibit (a)(3)(b)  of Item  14, Part  IV on  Form 10-K  for  the fiscal  year ended
                     December 31, 1989 (Commission File No. 0-8043)).

      4.1            Indenture relating to the Registrant's  6 7/8% Subordinated Debentures due 2007,  dated
                     October  7, 1997, between  the Registrant and  American Stock Transfer  & Trust Company
                     (incorporated  by  reference to  Exhibit  4.5 to  Form  S-2 (Commission  File  No. 333-
                     35843)).

      4.2            Form of Subordinated Debentures (included in Exhibit 4.1).

     *4.3            Southern Mineral 1997 Stock Option Plan.

     *5.1            Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

     *23.1           Consent of KPMG Peat Marwick LLP, independent auditors.

     *23.2           Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5.1).

     *23.3           Consent of Netherland, Sewell & Associates, Inc.

     *23.4           Consent of McDaniel & Associates Consultants Ltd.

     *23.5           Consent of Grant Thornton LLP

     *23.6           Consent of Ryder Scott Company, Petroleum Engineers

     *24.1           Powers of Attorney (included in signature pages to this Registration Statement).
</TABLE>

* filed herewith.
[{"type": "S-8", "sequence": "1", "description": "SOUTHERN MINERAL CORPORATION", "secsgml_size_bytes": 25638}]
{"company-data": {"conformed-name": "SOUTHERN MINERAL CORP", "cik": "0000092223", "assigned-sic": "1311", "irs-number": "362068676", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51237", "film-number": "98603186"}, "business-address": {"street1": "1201 LOUISIANA ST", "street2": "STE 3350", "city": "HOUSTON", "state": "TX", "zip": "77002-5609", "phone": "7136589444"}, "mail-address": {"street1": "1201 LOUISIANA ST STE 3350", "street2": "STE 3350", "city": "HOUSTON", "state": "TX", "zip": "77002-5609"}}
1

As filed with the Securities and Exchange Commission on April 28, 1998
                                                      Registration No. 333-
==========================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                          SOUTHERN MINERAL CORPORATION
             (Exact name of Registrant as Specified in Its Charter)

                 NEVADA                                    36-2068676
     (State or Other Jurisdiction                       (I.R.S. Employer
 of Incorporation or Organization)                    Identification No.)

          500 DALLAS STREET                                  77002
             SUITE 2800                                    (Zip Code)
           HOUSTON, TEXAS
(Address of Principal Executive Offices)

                          SOUTHERN MINERAL CORPORATION
                             1997 STOCK OPTION PLAN
                            (Full Title of the Plan) 

                                STEVEN H. MIKEL
                         500 DALLAS STREET, SUITE 2800
                              HOUSTON, TEXAS 77002
                    (Name and address of Agent For Service)

                                 (713) 658-9444
                       (Telephone Number, Including Area
                          Code, of Agent for Service)

                                    Copy to:
                               DAVID S. PETERMAN
                    AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P
                              711 LOUISIANA STREET
                    PENNZOIL PLACE - SOUTH TOWER, SUITE 1900
                              HOUSTON, TEXAS 77002

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

                        CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                       AMOUNT TO BE      PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
                        TITLE OF SECURITIES             REGISTERED      OFFERING PRICE PER    AGGREGATE OFFERING    REGISTRATION
                          TO BE REGISTERED                (1)(2)            SHARE (3)              PRICE (3)           FEE
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value  $0.01 per
                 share                                   700,000             $3.9375              $2,756,250            $813
=================================================================================================================================
(1)      Pursuant to Rule 416, this Registration Statement also includes an
         indeterminate number of additional shares that may become issuable
         pursuant to the antidilution adjustment provisions of the Plan.

(2)      Issuable upon exercise of options available for grant under the Plan.

(3)      Pursuant to Rule 457(c) and (h), and solely for the purpose of
         calculating the applicable registration fee, the proposed maximum
         offering price per share for the remaining Common Stock to be
         registered hereunder, has been estimated at $3.9375, which amount
         represents the average of the high and low sales prices of the Common
         Stock of the Registrant on April 22, 1998, as quoted on The Nasdaq
         National Market.

================================================================================
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents constituting Part I of this Registration Statement (the
"Registration Statement") will be sent or given to directors, officers,
consultants, advisors and employees of Southern Mineral Corporation (the
"Company") as specified by Rule 428(b)(1) promulgated under the Securities Act
of 1933, as amended (the "Securities Act").
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (1)     The Company's Annual Report on Form 10-KSB for the fiscal
                 year ended December 31, 1997.

         (2)     All reports filed by the Company pursuant to Section 13(a) or
                 15(d) of the Securities Exchange Act of 1934, as amended (the
                 "Exchange Act"), since December 31, 1997.

         (3)     The description of the Company's Common Stock, par value $0.01
                 per share (the "Common Stock"), contained in Item 1 of the
                 Registration Statement on Form S-4 dated December 11, 1997, as
                 amended (Registration No. 333-42045).

         In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
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 of such documents. Any statement contained in a 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 modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters with respect to the securities offered hereby
         will be passed upon by Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
         Houston, Texas.  Mr. L. Todd Gremillion, a partner
4
of Akin, Gump, Strauss, Hauer & Feld, L.L.P., beneficially owns 83,000 shares
of Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article Ninth of the Registrant's amended and restated articles of
incorporation permits, and Article VII of the Registrant's Bylaws contains
indemnification provisions which make mandatory the indemnification permitted
by Section 78.751 of the General Corporation Law of Nevada ("NGCL").
Accordingly, the Registrant generally must 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 such person is or was a director,
officer, employee or agent of the Registrant or is or was serving at the
request of the Registrant 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 such person in connection with
such action, suit or proceeding.  However, with respect to an action or suit
brought to obtain a judgment in the Registrant's favor, whether by the
Registrant itself or derivatively by a stockholder, (i) such indemnification is
limited to expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit, and (ii) such indemnification may not be made
for any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the Registrant or for amounts paid in settlement to the
Registrant, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.  In all cases, the person seeking indemnification must have acted
in good faith and in a manner such person reasonably believed to be in, or not
opposed to, the Registrant's best interests.  In the case of criminal actions
or proceedings, the person must also have had no reasonable cause to believe
such person's conduct was unlawful.  The determination as to whether a person
seeking indemnification has met the required standard of conduct must be made
by the Registrant's stockholders, by a majority vote of a quorum of its
disinterested directors, or by independent legal counsel in a written opinion
if such a quorum does not exist or if the disinterested directors so direct.
To the extent that a director, officer, employee or agent of the Registrant has
been successful on the merits or otherwise in defending any action, suit or
proceeding for which indemnification is permissible under the NGCL, or in
defending any claim, issue or matter therein, the Registrant must, under both
the NGCL and its bylaws, indemnify such person against expenses, including
attorneys' fees, actually and reasonably incurred by such person in connection
with the defense.  As permitted by the NGCL, the Registrant's bylaws require it
to advance expenses which its officers and directors incur in defending any
civil or criminal action, suit or proceeding upon receipt of an undertaking by
such person or on such person's behalf to repay such amounts if it is
ultimately determined by a court of competent jurisdiction that such person is
not entitled to be indemnified by the Registrant.  The NGCL and the
Registrant's Bylaws provide that the indemnification and advancement of
expenses authorized therein are not exclusive.  Accordingly, the Registrant
could provide for other indemnification of its directors

                                      II-2
5
and officers acting in either or both of their official capacities or other
capacities while holding office.  However, excepting advancement of expenses
and court-ordered indemnification explicitly provided for by the NGCL, the NGCL
and the Registrant's bylaws prohibit the Registrant from indemnifying any
director or officer if a final adjudication establishes that such person's acts
or omissions involved intentional misconduct, fraud or a knowing violation of
the law and was material to the cause of action.  Consistent with Section
78.752 of the NGCL, the Registrant's bylaws empower it to procure and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Registrant, or at the Registrant's request, of another entity,
against any liability asserted against such person and incurred by such person
in such capacity, or arising out of such person's status as such, regardless of
whether the Registrant could indemnify such person against such liability.  The
Registrant has purchased insurance on behalf of its directors and officers
against certain liabilities that may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the Registrant, or that
may arise out of their status as directors or officers of the Registrant,
including liabilities under federal and state securities laws.  As permitted by
Section 78.037 of the NGCL, the Registrant's current amended and restated
articles of incorporation eliminate the liability of its directors and officers
to the Registrant and its stockholders for damages for breach of fiduciary
duty, except for acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law, or for the payment of distributions in violation
of Section 78.300 of the NGCL.  To the extent that this provision limits the
remedies of the Registrant and its stockholders to equitable remedies, it might
reduce the likelihood of derivative litigation and discourage the Registrant's
management or stockholders from initiating litigation against its directors or
officers for breach of their fiduciary duties.  Additionally, equitable
remedies may not be effective in many situations.  If a stockholder's only
remedy is to enjoin the completion of an action, such remedy would be
ineffective if the stockholder does not become aware of a transaction or event
until after it has been completed.  In such a situation, it is possible that
the Registrant and its stockholders would have no effective remedy against
directors or officers.  The Registrant has purchased insurance on behalf of its
directors and officers against certain liabilities that may be asserted
against, or incurred by, such persons in their capacities as directors or
officers of the Registrant, or that may arise out of their status as directors
or officers of the Registrant, including liabilities under the federal and
state securities laws.

         The above discussion of the NGCL and the Registrant's current amended
and restated articles of incorporation and Bylaws is not intended to be
exhaustive and is qualified in its entirety by the NGCL and such articles of
incorporation and Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-3
6
ITEM 8.  EXHIBITS.
EXHIBIT NUMBER                                      DESCRIPTION OF EXHIBITS
 --------------                                      -----------------------
3.1            Amended and  Restated Articles  of Incorporation  of the  Registrant, (incorporated  by
                     reference to Exhibit 3.1 to Form 8-K dated January 28, 1998).

      3.2            Amended and  Restated Bylaws of the  Registrant, as amended  (incorporated by reference
                     to  Exhibit (a)(3)(b)  of Item  14, Part  IV on  Form 10-K  for  the fiscal  year ended
                     December 31, 1989 (Commission File No. 0-8043)).

      4.1            Indenture relating to the Registrant's  6 7/8% Subordinated Debentures due 2007,  dated
                     October  7, 1997, between  the Registrant and  American Stock Transfer  & Trust Company
                     (incorporated  by  reference to  Exhibit  4.5 to  Form  S-2 (Commission  File  No. 333-
                     35843)).

      4.2            Form of Subordinated Debentures (included in Exhibit 4.1).

     *4.3            Southern Mineral 1997 Stock Option Plan.

     *5.1            Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

     *23.1           Consent of KPMG Peat Marwick LLP, independent auditors.

     *23.2           Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5.1).

     *23.3           Consent of Netherland, Sewell & Associates, Inc.

     *23.4           Consent of McDaniel & Associates Consultants Ltd.

     *23.5           Consent of Grant Thornton LLP

     *23.6           Consent of Ryder Scott Company, Petroleum Engineers

     *24.1           Powers of Attorney (included in signature pages to this Registration Statement).
* filed herewith.

ITEM 9.  UNDERTAKINGS.

         (a)     The 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 to:

                          (i)     include any prospectus required by Section
                 10(a)(3) of the Securities Act;

                          (ii)    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

                                      II-4
7
                 fundamental change in the information set forth in the
                 Registration Statement.  Notwithstanding the foregoing, any
                 increase or decrease in volume of securities offered (if the
                 total dollar value of securities offered would not exceed that
                 which was registered) and any deviation from the low or high
                 and of the estimated maximum offering range may be reflected
                 in the form of prospectus filed with the Commission pursuant
                 to Rule 424(b) if, in the aggregate, the changes in volume and
                 price represent no more than 20 percent change in the maximum
                 aggregate offering price set forth in the "Calculation of
                 Registration Fee" table in the effective registration
                 statement; and

                          (iii)   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;

                 (2)      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; and

                 (3)      file a post-effective amendment to remove from
         registration any of the securities that remain unsold at the end of
         the offering.

         (b)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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; provided, however, 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 Exchange Act.

                                      II-5
8
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on this 28th day of
April 1998.

                          SOUTHERN MINERAL CORPORATION

                    By:    /s/ STEVEN H. MIKEL             April 28, 1998
                        ----------------------------                         
                             Steven H. Mikel
                             President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the dates indicated.  Each person whose signature to this Registration
Statement appears below hereby constitutes and appoints Steven H. Mikel and
James H. Price, and each of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution, to sign on his or her behalf
individually and in the capacity stated below and to perform any acts necessary
to be done in order to file all amendments and post- effective amendments to
this Registration Statement, and any and all instruments or documents filed as
part of or in connection with this Registration Statement or the amendments
thereto and each of the undersigned does hereby ratify and confirm all that
said attorney-in-fact and agent, or his substitutes, shall do or cause to be
done by virtue hereof.
SIGNATURE                                    TITLE                                   DATE
                        ---------                                    -----                                   ----
/s/ STEVEN H. MIKEL                       Director and President                     April 28, 1998
               ---------------------------               and Chief Executive Officer
               Steven H. Mikel                           (principal executive officer)
                                                         

               /s/ JAMES H. PRICE                        Vice President - Finance                   April 28, 1998
               --------------------------                (principal financial and
               James H. Price                            accounting officer)
9
/s/ HOWELL H. HOWARD                      Chairman of the Board                      April 28, 1998
               ---------------------------               and Director
               Howell H. Howard                          

               /s/ B. TRAVIS BASHAM                      Director                                   April 28, 1998
               ---------------------------
               B. Travis Basham

               /s/ THOMAS R. FULLER                      Director                                   April 28, 1998
               ---------------------------
               Thomas R. Fuller

               /s/ ROBERT R. HILLERY                     Director                                   April 28, 1998
               ---------------------------
               Robert R. Hillery

               /s/ E. RALPH HINES, JR.                   Director                                   April 28, 1998
               ---------------------------
               E. Ralph Hines, Jr.

               /s/ JAMES E. NIELSON                      Director                                   April 28, 1998
               ---------------------------
               James E. Nielson

               /s/ DONALD H. WEISE, JR.                  Director                                   April 28, 1998
               ---------------------------
               Donald H. Weise, Jr.

               /s/ SPENCER L. YOUNGBLOOD                 Director                                   April 28, 1998
               ---------------------------
              Spencer L. Youngblood
10
                                     INDEX TO EXHIBITS
EXHIBIT NUMBER                                      DESCRIPTION OF EXHIBITS
 --------------                                      -----------------------
3.1            Amended and  Restated Articles  of Incorporation  of the  Registrant, (incorporated  by
                     reference to Exhibit 3.1 to Form 8-K dated January 28, 1998).

      3.2            Amended and  Restated Bylaws of the  Registrant, as amended  (incorporated by reference
                     to  Exhibit (a)(3)(b)  of Item  14, Part  IV on  Form 10-K  for  the fiscal  year ended
                     December 31, 1989 (Commission File No. 0-8043)).

      4.1            Indenture relating to the Registrant's  6 7/8% Subordinated Debentures due 2007,  dated
                     October  7, 1997, between  the Registrant and  American Stock Transfer  & Trust Company
                     (incorporated  by  reference to  Exhibit  4.5 to  Form  S-2 (Commission  File  No. 333-
                     35843)).

      4.2            Form of Subordinated Debentures (included in Exhibit 4.1).

     *4.3            Southern Mineral 1997 Stock Option Plan.

     *5.1            Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

     *23.1           Consent of KPMG Peat Marwick LLP, independent auditors.

     *23.2           Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5.1).

     *23.3           Consent of Netherland, Sewell & Associates, Inc.

     *23.4           Consent of McDaniel & Associates Consultants Ltd.

     *23.5           Consent of Grant Thornton LLP

     *23.6           Consent of Ryder Scott Company, Petroleum Engineers

     *24.1           Powers of Attorney (included in signature pages to this Registration Statement).
* filed herewith.