<PAGE>   1

    As filed with the Securities and Exchange Commission on April 28, 1997.

                                                     Registration  No. _________
================================================================================


                       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)

                         ______________________________

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

                           500 DALLAS, SUITE 2800
                          HOUSTON, TEXAS 77002-4708
 (Address, including Zip Code, of Registrant's Principal Executive Offices)

                         ______________________________


                          SOUTHERN MINERAL CORPORATION
                  1997 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
                            (Full Title of the Plan)

                         ______________________________

<TABLE>
                  <S>                                                  <C>
                  Name, Address and Telephone                             Copy of communications to:
                  Number of Agent for Service:
    
                        STEVEN H. MIKEL                                         NORA J. DOBIN
                  SOUTHERN MINERAL CORPORATION                             PORTER & HEDGES, L.L.P.
                     500 DALLAS, SUITE 2800                            700 LOUISIANA STREET, SUITE 3500
                   HOUSTON, TEXAS 77002-4708                              HOUSTON, TEXAS  77002-2370
                         (713) 658-9444                                         (713) 226-0600
</TABLE>


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
                                                               Proposed Maximum        Proposed
                                                Amount to          Offering        Maximum Aggregate       Amount of
    Title of Securities to be Registered      be Registered    Price per Unit(1)   Offering Price(1)   Registration Fee
-----------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>               <C>                    <C>
Common Stock, par value $.01 per share           200,000            $5.125            $1,025,000             $311
=============================================================================================================================
</TABLE>

(1)      Pursuant to Rule 457(c) and (h), the registration fee is calculated on
         the basis of the last sale price for the Common Stock on the NASDAQ
         SmallCap Market on April 25, 1997, $5.125 per share.

===============================================================================
<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 Southern Mineral
Corporation, a Nevada 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-KSB for the fiscal year ended December 31,
1996, (ii) the Company's Form 8-K dated April 10, 1997, and (iii) the Company's
Form 8-K dated April 16, 1997.

         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 1997 Non-Employee Director
Compensation 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

         Common Stock.  The Company's authorized capital stock consists of
20,000,000 shares of common stock, par value $.01 per share ("Common Stock"),
of which as of April 16, 1997, 9,100,832 shares were issued and outstanding and
2,213,565 shares were reserved for issuance upon exercise of outstanding
options and warrants and for issuance under the Company's various stock option
and compensation plans.  Outstanding shares of Common Stock are, and shares of
Common Stock covered by this Registration Statement when issued in accordance
with the 1997 Non-Employee Director Compensation Plan will be, fully paid and
nonassessable.

         Holders of Common Stock are entitled to receive dividends, if, as and
when declared by the board of directors out of funds legally available
therefor, and are entitled on liquidation to share ratably in all assets of the
Company remaining after the payment of liabilities.  Since 1994, the Company
has reinvested any earnings in its business and, accordingly, has not paid any
dividends on its Common Stock.  Although the Company intends to continue to
invest any future earnings in its business, it may determine to pay cash
dividends in the future.  The Company's ability to declare and pay any such
dividends would depend upon, among other things, the earnings and financial
condition of the Company, and restrictive provisions of any financing
arrangements to which the Company may be subject from time to time.  The
Company's current bank financing restricts payment of dividends.

         Each share of Common Stock has one vote on all matters presented to
the stockholders.  A majority of issued and outstanding shares of Common Stock
entitled to vote and represented at a stockholders meeting in person or by
proxy constitutes a quorum for the transaction of business.  The affirmative
vote of a majority of shares present and entitled to vote at a meeting at which
a quorum is present generally will constitute stockholder action.  Certain
fundamental corporate changes such as amending the articles of incorporation, a
merger or a disposition of all of the Company's assets, require the approval of
a majority of outstanding shares entitled to vote thereon.  Directors are
elected by a plurality of votes cast by stockholders entitled to vote therefor.
Since the Common Stock does not have cumulative voting rights, holders of more
than 50% of the shares present and entitled to vote for directors at a meeting
at which a quorum is present may, if they choose to do so, elect all of the
directors and, in that event, the holders of the remaining shares will not be
able to elect any directors.





                                      -2-
<PAGE>   3
         Under Nevada law, since the Company's articles of incorporation do not
deny preemptive rights, holders of Common Stock have preemptive rights to
acquire unissued shares, treasury shares or securities convertible into such
shares EXCEPT with respect to (i) shares issued to directors, officers or
employees pursuant to approval by the affirmative vote of the holders of a
majority of the shares entitled to vote or when authorized by a plan approved
by such a vote of shareholders, (ii) shares sold for a consideration other than
cash, (iii) shares issued at the same time that the shareholder who claims a
preemptive right acquired his shares, (iv) shares issued as part of the same
offering in which the shareholder who claims a preemptive right acquired his
shares, (v) shares (or shares into which convertible securities may be
converted) which upon issuance are registered pursuant to Section 12 of the
Exchange Act, or (vi) shares of any class that is preferred or limited as to
dividends or assets or to any obligations, unless convertible into Common Stock
or carrying a right to subscribe to or acquire Common Stock.  To the extent any
preemptive right exists, it only is an opportunity to acquire shares or other
securities upon such terms as the board of directors fixes for the purpose of
providing a fair and reasonable opportunity for the exercise of such right.
The Common Stock is registered under Section 12 of the Exchange Act and holders
thereof will have no preemptive rights in respect of Common Stock issuances for
so long as the Common Stock remains so registered.

         American Stock Transfer & Trust Company, New York, New York, is the
transfer agent and registrar for the Common Stock.

         Nevada Takeover Statute.  The Company is subject to provisions of the
General Corporation Law of Nevada (the "NGCL") which generally restrict
business combinations between the Company and those of its stockholders who
beneficially own 10% or more of the voting power of its outstanding voting
shares.  The effect of these provisions is to permit friendly, negotiated
transactions which are approved in advance by the Board of Directors while
restricting a hostile acquiror's flexibility in acquiring the Company.  The
following discussion of these provisions is qualified in its entirety by
reference to Nevada Revised Statutes 78.411 through 78.444 (collectively, the
"Takeover Statute").  References to Sections are to sections of the Takeover
Statute.

         Combinations covered by the Takeover Statute are identified in Section
78.416 and generally include transactions involving the Company's assets or
securities.  Section 78.438, subject to certain exceptions, prohibits the
Company from engaging in any combination with any interested stockholder for
three years after the interested stockholder's date of acquiring shares unless
the combination or the purchase of shares made by the interested stockholder on
such stockholder's date of acquiring shares is approved by the Board of
Directors before that date.

         Further, Section 78.439 prohibits any combination with an interested
stockholder following the expiration of three years after his date of acquiring
shares unless the combination complies with the Company's articles of
incorporation and either (i) the combination or the purchase of shares by the
interested stockholder is approved by the Board of Directors before the
stockholder's date of acquiring shares, or (ii) the combination is approved by
the affirmative vote of the holders of stock representing a majority of the
outstanding voting power not beneficially owned by the interested stockholder
at a meeting called for that purpose no earlier than three years after the
interested stockholder's date of acquiring shares, or (iii) the aggregate value
of consideration to be received by the holders of the Common Stock and by the
holders of any other class or series of shares satisfies certain standards
specified in the Takeover Statute, the consideration to be received by the
stockholders is distributed promptly and is in cash or the same form as the
interested stockholder used to acquire the largest number of shares previously
acquired by such stockholder, and except as specified in the statute, the
interested stockholder has not become the beneficial owner of any additional
voting shares of the Company after the date of acquiring shares and before the
date of consummation of the combination.

         "Interested stockholder" is defined under Section 78.423 as any person
(other than the Company or any of its subsidiaries) who beneficially owns,
directly or indirectly, 10% or more of the voting power of the Company's
outstanding voting shares, or any affiliate or associate of the Company who, at
any time within three years immediately before the date in question, was the
beneficial owner of 10% or more of the voting power of the Company's then
outstanding shares.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                 Not Applicable.





                                      -3-
<PAGE>   4
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article Ninth of Registrant's Amended and Restated Articles of
Incorporation permits, and Article VII of Registrant's Bylaws contains
indemnification provisions which make mandatory the indemnification permitted
by Section 78.751 of the NGCL.  Accordingly, 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 he
is or was a director, officer, employee or agent of Registrant or is or was
serving at the request of 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 him in connection with such
action, suit or proceeding.  However, with respect to an action or suit brought
to obtain a judgment in Registrant's favor, whether by 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) 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
Registrant or for amounts paid in settlement to 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 he reasonably believed to be in, or not opposed to,
Registrant's best interests.  In the case of criminal actions or proceedings,
the person must also have had no reasonable cause to believe his conduct was
unlawful.  The determination as to whether a person seeking indemnification has
met the required standard of conduct must be made by 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
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, Registrant must,
under both the NGCL and its Bylaws, indemnify him against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with the
defense.  As permitted by the NGCL, 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 him or on
his behalf to repay such amounts if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by Registrant.

         The NGCL and Registrant's Bylaws provide that the indemnification and
advancement of expenses authorized therein are not exclusive.  Accordingly,
Registrant could provide for other indemnification of its directors 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 Registrant's Bylaws prohibit Registrant from indemnifying any director or
officer if a final adjudication establishes that his 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, 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 Registrant, or at Registrant's
request, of another entity, against any liability asserted against him and
incurred by him in such capacity, or arising out of his status as such,
regardless of whether Registrant could indemnify him against such liability.
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, Registrant's Amended and
Restated Articles of Incorporation eliminate the liability of its directors and
officers to 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 Registrant and its stockholders to equitable remedies, it might
reduce the likelihood of derivative litigation and discourage





                                      -4-
<PAGE>   5
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
Registrant and its stockholders would have no effective remedy against
directors or officers.

         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 Registrant's 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 and Bylaws.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED

                 Not Applicable.

ITEM 8.          EXHIBITS

Exhibit
No.       Description

4.1         1997 Non-Employee Director Compensation Plan (filed herewith).

5           Opinion of Porter & Hedges, L.L.P. with respect to legality of
            securities (filed herewith).

23.1        Consent of Porter & Hedges, L.L.P. (included in Exhibit 5).

23.2        Consent of Grant Thornton LLP. (filed herewith).

23.3        Consent of Netherland, Sewell & Associates, Inc. (filed herewith).

23.4        Consent of McDaniel & Associates Consultants Ltd. (filed herewith).

24          Powers of Attorney (included on signature page).

99          Application and Affidavit Pursuant to Rule 437 under the Securities
            Act of 1933 regarding impracticability of obtaining written consent
            of Hedrick and Associates (filed herewith).

ITEM 9.          UNDERTAKINGS

         (a)     The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement to:

                          (i)     Include any prospectus required by section
                 10(a)(3) of the Securities Act of 1933, as amended (the
                 "Securities Act");

                          (ii)    Reflect in the prospectus any facts or events
                 which, individually or together, represent a fundamental
                 change in the information in the registration statement; and

                          (iii)   Include any additional or changed material
                 information on the plan of distribution; 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 under the Exchange Act.

                 (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.





                                      -5-
<PAGE>   6
                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act 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>   7
                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Howell H. Howard and Steven H. Mikel,
and each of them, either of whom may act without joinder of the other, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto 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 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, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 28th day of April
1997.

                                       SOUTHERN MINERAL CORPORATION



                                       By: /s/ Steven H. Mikel 
                                          -------------------------------------
                                           Steven H. Mikel, 
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 28th day of April 1997.



<TABLE>                          
<CAPTION>                           
           SIGNATURE                          TITLE                     
     <S>                                      <C>                       
     /s/ Steven H. Mikel                      Director, and
 --------------------------------             President and Chief Executive
         Steven H. Mikel                      Officer                      
                                                                           
                                    
                                    
                                    
                                    
     /s/ James H. Price                       Vice President -- Finance and
 --------------------------------             Treasurer                    
         James H. Price                       (principal financial and 
                                                                       
</TABLE>

<PAGE>   8
<TABLE>
<CAPTION>                        
           SIGNATURE                          TITLE                     
     <S>                                      <C>                       
     /s/ B. Travis Basham                     Director
 --------------------------------                        
         B. Travis Basham        
                                 
                                 
                                 
                                 
     /s/ Thomas R. Fuller                     Director
 --------------------------------                        
         Thomas R. Fuller        
                                 
                                 
                                 
                                 
                                 
     /s/ Robert R. Hillery                    Director
 --------------------------------                        
         Robert R. Hillery       
                                 
                                 
                                 
                                 
                                 
     /s/ E. Ralph Hines, Jr.                  Director
 --------------------------------                        
         E. Ralph Hines, Jr.     
                                 
                                 
                                 
                                 
     /s/ Howell H. Howard                     Director and Chairman of the
 --------------------------------             Board                       
         Howell H. Howard                             
                                 
                                 
                                 
                                 
                                 
     /s/ James E. Nielson                     Director
 --------------------------------                        
         James E. Nielson        
                                 
                                 
                                 
                                 
     /s/ Donald H. Wiese, Jr.                 Director
 --------------------------------                        
         Donald H. Wiese, Jr.    
                                 
                                 
                                 
                                 
                                 
     /s/ Spencer L. Youngblood                Director
 --------------------------------                        
         Spencer L. Youngblood   
</TABLE>





<PAGE>   9
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
  No.       Description
-------     -----------
<S>         <C>
4.1         1997 Non-Employee Director Compensation Plan (filed herewith).

5           Opinion of Porter & Hedges, L.L.P. with respect to legality of securities (filed herewith).

23.1        Consent of Porter & Hedges, L.L.P. (included in Exhibit 5).

23.2        Consent of Grant Thornton LLP. (filed herewith).

23.3        Consent of Netherland, Sewell & Associates, Inc. (filed herewith).

23.4        Consent of McDaniel & Associates Consultants Ltd. (filed herewith).

24          Powers of Attorney (included on signature page).

99          Application and Affidavit Pursuant to Rule 437 under the Securities Act of 1933 regarding
            impracticability of obtaining written consent of Hedrick and Associates (filed herewith).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "SOUTHERN MINERAL CORPORATION", "secsgml_size_bytes": 31002}]
{"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": "333-26011", "film-number": "97589087"}, "business-address": {"street1": "500 DALLAS STREET", "street2": "STE 2800", "city": "HOUSTON", "state": "TX", "zip": "77002-4708", "phone": "7136589444"}, "mail-address": {"street1": "500 DALLAS STREET", "street2": "STE 2800", "city": "HOUSTON", "state": "TX", "zip": "77002-4708"}}
1

    As filed with the Securities and Exchange Commission on April 28, 1997.

                                                     Registration  No. _________
================================================================================

                       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, SUITE 2800
                          HOUSTON, TEXAS 77002-4708
 (Address, including Zip Code, of Registrant's Principal Executive Offices)

                         ______________________________

                          SOUTHERN MINERAL CORPORATION
                  1997 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
                            (Full Title of the Plan)

                         ______________________________
Name, Address and Telephone                             Copy of communications to:
                  Number of Agent for Service:
    
                        STEVEN H. MIKEL                                         NORA J. DOBIN
                  SOUTHERN MINERAL CORPORATION                             PORTER & HEDGES, L.L.P.
                     500 DALLAS, SUITE 2800                            700 LOUISIANA STREET, SUITE 3500
                   HOUSTON, TEXAS 77002-4708                              HOUSTON, TEXAS  77002-2370
                         (713) 658-9444                                         (713) 226-0600
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                                               Proposed Maximum        Proposed
                                                Amount to          Offering        Maximum Aggregate       Amount of
    Title of Securities to be Registered      be Registered    Price per Unit(1)   Offering Price(1)   Registration Fee
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share           200,000            $5.125            $1,025,000             $311
=============================================================================================================================
(1)      Pursuant to Rule 457(c) and (h), the registration fee is calculated on
         the basis of the last sale price for the Common Stock on the NASDAQ
         SmallCap Market on April 25, 1997, $5.125 per share.

===============================================================================
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 Southern Mineral
Corporation, a Nevada 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-KSB for the fiscal year ended December 31,
1996, (ii) the Company's Form 8-K dated April 10, 1997, and (iii) the Company's
Form 8-K dated April 16, 1997.

         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 1997 Non-Employee Director
Compensation 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

         Common Stock.  The Company's authorized capital stock consists of
20,000,000 shares of common stock, par value $.01 per share ("Common Stock"),
of which as of April 16, 1997, 9,100,832 shares were issued and outstanding and
2,213,565 shares were reserved for issuance upon exercise of outstanding
options and warrants and for issuance under the Company's various stock option
and compensation plans.  Outstanding shares of Common Stock are, and shares of
Common Stock covered by this Registration Statement when issued in accordance
with the 1997 Non-Employee Director Compensation Plan will be, fully paid and
nonassessable.

         Holders of Common Stock are entitled to receive dividends, if, as and
when declared by the board of directors out of funds legally available
therefor, and are entitled on liquidation to share ratably in all assets of the
Company remaining after the payment of liabilities.  Since 1994, the Company
has reinvested any earnings in its business and, accordingly, has not paid any
dividends on its Common Stock.  Although the Company intends to continue to
invest any future earnings in its business, it may determine to pay cash
dividends in the future.  The Company's ability to declare and pay any such
dividends would depend upon, among other things, the earnings and financial
condition of the Company, and restrictive provisions of any financing
arrangements to which the Company may be subject from time to time.  The
Company's current bank financing restricts payment of dividends.

         Each share of Common Stock has one vote on all matters presented to
the stockholders.  A majority of issued and outstanding shares of Common Stock
entitled to vote and represented at a stockholders meeting in person or by
proxy constitutes a quorum for the transaction of business.  The affirmative
vote of a majority of shares present and entitled to vote at a meeting at which
a quorum is present generally will constitute stockholder action.  Certain
fundamental corporate changes such as amending the articles of incorporation, a
merger or a disposition of all of the Company's assets, require the approval of
a majority of outstanding shares entitled to vote thereon.  Directors are
elected by a plurality of votes cast by stockholders entitled to vote therefor.
Since the Common Stock does not have cumulative voting rights, holders of more
than 50% of the shares present and entitled to vote for directors at a meeting
at which a quorum is present may, if they choose to do so, elect all of the
directors and, in that event, the holders of the remaining shares will not be
able to elect any directors.

                                      -2-
3
         Under Nevada law, since the Company's articles of incorporation do not
deny preemptive rights, holders of Common Stock have preemptive rights to
acquire unissued shares, treasury shares or securities convertible into such
shares EXCEPT with respect to (i) shares issued to directors, officers or
employees pursuant to approval by the affirmative vote of the holders of a
majority of the shares entitled to vote or when authorized by a plan approved
by such a vote of shareholders, (ii) shares sold for a consideration other than
cash, (iii) shares issued at the same time that the shareholder who claims a
preemptive right acquired his shares, (iv) shares issued as part of the same
offering in which the shareholder who claims a preemptive right acquired his
shares, (v) shares (or shares into which convertible securities may be
converted) which upon issuance are registered pursuant to Section 12 of the
Exchange Act, or (vi) shares of any class that is preferred or limited as to
dividends or assets or to any obligations, unless convertible into Common Stock
or carrying a right to subscribe to or acquire Common Stock.  To the extent any
preemptive right exists, it only is an opportunity to acquire shares or other
securities upon such terms as the board of directors fixes for the purpose of
providing a fair and reasonable opportunity for the exercise of such right.
The Common Stock is registered under Section 12 of the Exchange Act and holders
thereof will have no preemptive rights in respect of Common Stock issuances for
so long as the Common Stock remains so registered.

         American Stock Transfer & Trust Company, New York, New York, is the
transfer agent and registrar for the Common Stock.

         Nevada Takeover Statute.  The Company is subject to provisions of the
General Corporation Law of Nevada (the "NGCL") which generally restrict
business combinations between the Company and those of its stockholders who
beneficially own 10% or more of the voting power of its outstanding voting
shares.  The effect of these provisions is to permit friendly, negotiated
transactions which are approved in advance by the Board of Directors while
restricting a hostile acquiror's flexibility in acquiring the Company.  The
following discussion of these provisions is qualified in its entirety by
reference to Nevada Revised Statutes 78.411 through 78.444 (collectively, the
"Takeover Statute").  References to Sections are to sections of the Takeover
Statute.

         Combinations covered by the Takeover Statute are identified in Section
78.416 and generally include transactions involving the Company's assets or
securities.  Section 78.438, subject to certain exceptions, prohibits the
Company from engaging in any combination with any interested stockholder for
three years after the interested stockholder's date of acquiring shares unless
the combination or the purchase of shares made by the interested stockholder on
such stockholder's date of acquiring shares is approved by the Board of
Directors before that date.

         Further, Section 78.439 prohibits any combination with an interested
stockholder following the expiration of three years after his date of acquiring
shares unless the combination complies with the Company's articles of
incorporation and either (i) the combination or the purchase of shares by the
interested stockholder is approved by the Board of Directors before the
stockholder's date of acquiring shares, or (ii) the combination is approved by
the affirmative vote of the holders of stock representing a majority of the
outstanding voting power not beneficially owned by the interested stockholder
at a meeting called for that purpose no earlier than three years after the
interested stockholder's date of acquiring shares, or (iii) the aggregate value
of consideration to be received by the holders of the Common Stock and by the
holders of any other class or series of shares satisfies certain standards
specified in the Takeover Statute, the consideration to be received by the
stockholders is distributed promptly and is in cash or the same form as the
interested stockholder used to acquire the largest number of shares previously
acquired by such stockholder, and except as specified in the statute, the
interested stockholder has not become the beneficial owner of any additional
voting shares of the Company after the date of acquiring shares and before the
date of consummation of the combination.

         "Interested stockholder" is defined under Section 78.423 as any person
(other than the Company or any of its subsidiaries) who beneficially owns,
directly or indirectly, 10% or more of the voting power of the Company's
outstanding voting shares, or any affiliate or associate of the Company who, at
any time within three years immediately before the date in question, was the
beneficial owner of 10% or more of the voting power of the Company's then
outstanding shares.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                 Not Applicable.

                                      -3-
4
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article Ninth of Registrant's Amended and Restated Articles of
Incorporation permits, and Article VII of Registrant's Bylaws contains
indemnification provisions which make mandatory the indemnification permitted
by Section 78.751 of the NGCL.  Accordingly, 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 he
is or was a director, officer, employee or agent of Registrant or is or was
serving at the request of 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 him in connection with such
action, suit or proceeding.  However, with respect to an action or suit brought
to obtain a judgment in Registrant's favor, whether by 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) 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
Registrant or for amounts paid in settlement to 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 he reasonably believed to be in, or not opposed to,
Registrant's best interests.  In the case of criminal actions or proceedings,
the person must also have had no reasonable cause to believe his conduct was
unlawful.  The determination as to whether a person seeking indemnification has
met the required standard of conduct must be made by 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
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, Registrant must,
under both the NGCL and its Bylaws, indemnify him against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with the
defense.  As permitted by the NGCL, 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 him or on
his behalf to repay such amounts if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by Registrant.

         The NGCL and Registrant's Bylaws provide that the indemnification and
advancement of expenses authorized therein are not exclusive.  Accordingly,
Registrant could provide for other indemnification of its directors 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 Registrant's Bylaws prohibit Registrant from indemnifying any director or
officer if a final adjudication establishes that his 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, 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 Registrant, or at Registrant's
request, of another entity, against any liability asserted against him and
incurred by him in such capacity, or arising out of his status as such,
regardless of whether Registrant could indemnify him against such liability.
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, Registrant's Amended and
Restated Articles of Incorporation eliminate the liability of its directors and
officers to 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 Registrant and its stockholders to equitable remedies, it might
reduce the likelihood of derivative litigation and discourage

                                      -4-
5
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
Registrant and its stockholders would have no effective remedy against
directors or officers.

         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 Registrant's 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 and Bylaws.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED

                 Not Applicable.

ITEM 8.          EXHIBITS

Exhibit
No.       Description

4.1         1997 Non-Employee Director Compensation Plan (filed herewith).

5           Opinion of Porter & Hedges, L.L.P. with respect to legality of
            securities (filed herewith).

23.1        Consent of Porter & Hedges, L.L.P. (included in Exhibit 5).

23.2        Consent of Grant Thornton LLP. (filed herewith).

23.3        Consent of Netherland, Sewell & Associates, Inc. (filed herewith).

23.4        Consent of McDaniel & Associates Consultants Ltd. (filed herewith).

24          Powers of Attorney (included on signature page).

99          Application and Affidavit Pursuant to Rule 437 under the Securities
            Act of 1933 regarding impracticability of obtaining written consent
            of Hedrick and Associates (filed herewith).

ITEM 9.          UNDERTAKINGS

         (a)     The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement to:

                          (i)     Include any prospectus required by section
                 10(a)(3) of the Securities Act of 1933, as amended (the
                 "Securities Act");

                          (ii)    Reflect in the prospectus any facts or events
                 which, individually or together, represent a fundamental
                 change in the information in the registration statement; and

                          (iii)   Include any additional or changed material
                 information on the plan of distribution; 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 under the Exchange Act.

                 (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.

                                      -5-
6
                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act 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-
7
                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Howell H. Howard and Steven H. Mikel,
and each of them, either of whom may act without joinder of the other, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto 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 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, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 28th day of April
1997.

                                       SOUTHERN MINERAL CORPORATION

                                       By: /s/ Steven H. Mikel 
                                          -------------------------------------
                                           Steven H. Mikel, 
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 28th day of April 1997.
SIGNATURE                          TITLE
/s/ Steven H. Mikel                      Director, and
 --------------------------------             President and Chief Executive
         Steven H. Mikel                      Officer                      
                                                                           
                                    
                                    
                                    
                                    
     /s/ James H. Price                       Vice President -- Finance and
 --------------------------------             Treasurer                    
         James H. Price                       (principal financial and
8
SIGNATURE                          TITLE
/s/ B. Travis Basham                     Director
 --------------------------------                        
         B. Travis Basham        
                                 
                                 
                                 
                                 
     /s/ Thomas R. Fuller                     Director
 --------------------------------                        
         Thomas R. Fuller        
                                 
                                 
                                 
                                 
                                 
     /s/ Robert R. Hillery                    Director
 --------------------------------                        
         Robert R. Hillery       
                                 
                                 
                                 
                                 
                                 
     /s/ E. Ralph Hines, Jr.                  Director
 --------------------------------                        
         E. Ralph Hines, Jr.     
                                 
                                 
                                 
                                 
     /s/ Howell H. Howard                     Director and Chairman of the
 --------------------------------             Board                       
         Howell H. Howard                             
                                 
                                 
                                 
                                 
                                 
     /s/ James E. Nielson                     Director
 --------------------------------                        
         James E. Nielson        
                                 
                                 
                                 
                                 
     /s/ Donald H. Wiese, Jr.                 Director
 --------------------------------                        
         Donald H. Wiese, Jr.    
                                 
                                 
                                 
                                 
                                 
     /s/ Spencer L. Youngblood                Director
 --------------------------------                        
         Spencer L. Youngblood
9
                               INDEX TO EXHIBITS
Exhibit
  No.       Description
-------     -----------
4.1         1997 Non-Employee Director Compensation Plan (filed herewith).

5           Opinion of Porter & Hedges, L.L.P. with respect to legality of securities (filed herewith).

23.1        Consent of Porter & Hedges, L.L.P. (included in Exhibit 5).

23.2        Consent of Grant Thornton LLP. (filed herewith).

23.3        Consent of Netherland, Sewell & Associates, Inc. (filed herewith).

23.4        Consent of McDaniel & Associates Consultants Ltd. (filed herewith).

24          Powers of Attorney (included on signature page).

99          Application and Affidavit Pursuant to Rule 437 under the Securities Act of 1933 regarding
            impracticability of obtaining written consent of Hedrick and Associates (filed herewith).