As filed with the Securities and Exchange Commission on June 19, 1997
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            CALLON PETROLEUM COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


               DELAWARE                                    64-0844345
   (STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)


 200 NORTH CANAL STREET, NATCHEZ, MISSISSIPPI                39120
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

                            CALLON PETROLEUM COMPANY
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                                 FRED L. CALLON
                             200 NORTH CANAL STREET
                           NATCHEZ, MISSISSIPPI 39120
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (601) 442-1601
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                                    Copy to:

                             BUTLER & BINION, L.L.P.
                           1000 Louisiana, Suite 1600
                              Houston, Texas 77002
                            Attn: George G. Young III
                                 (713) 237-3111

                         Calculation of Registration Fee
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Title of Securities     Amount         Proposed        Proposed maximum      Amount of
 to be registered        to be     maximum offering   aggregate offering   registration
                      registered   price per share*          price             fee*
-----------------------------------------------------------------------------------------
<S>                     <C>            <C>                <C>                <C>      
     Common             250,000        $15.3125           $3,828,125         $1,160.04
     Stock              shares
-----------------------------------------------------------------------------------------
</TABLE>
-------------         
* Computed pursuant to Rule 457(h) based on the average of the high and low   
  reported prices on June 16, 1997.
<PAGE>
                                    PART I

                 INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*    The information required by Items 1 and 2 of Part I of Form S-8 is not
     filed as part of this Registration Statement in accordance with the Note to
     Part I of Form S-8 and Rule 428 promulgated under the Securities Act of
     1933, as amended (the "Securities Act").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, and all documents subsequently filed by
Callon Petroleum Company (the "Company") pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment to the
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 shall be
deemed to be a part hereof from the date of the filing of such documents:

     (a)  the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996 (file number 0-25192);

     (b)  the Company's Quarterly Report on Form 10-Q for the quarterly period
          ended March 31, 1997 and Current Report on Form 8-K dated January 9,
          1997 (File No. 0-25192); and

     (c)  "Item 4. Description of Registrant's Securities Registered" in the
          Company's Registration Statement on Form 8-B filed October 3, 1994
          describing the Company's Common Stock.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

                                       2
<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines, and
settlements actually and reasonably incurred by them in connection with any
civil, criminal, administrative, or investigative suit or action except actions
by or in the right of the corporation if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the corporation, and in connection
with any criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 145 further provides that in connection with the defense or settlement
of any action by or in the right of the corporation, a Delaware corporation may
indemnify its directors and officers against expenses actually and reasonably
incurred by them if, in connection with the matters in issue, they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect to any claim, issue, or matter as to which such person has been adjudged
liable to the corporation unless the Delaware Court of Chancery or other court
in which such action or suit is brought approves such indemnification. Section
145 further permits a Delaware corporation to grant its directors and officers
additional rights of indemnification through bylaw provisions and otherwise, and
to purchase indemnity insurance on behalf of its directors and officers. Article
Eight of the Certificate of Incorporation of the Company provides, in general,
that the Company may indemnify its officers and directors to the full extent
permitted by Delaware law. The Bylaws of the Company contain provisions granting
broad indemnification rights to directors, including presumptions and procedures
for indemnification rights that are enhanced in the context of a change in
control. Article Nine of the Certificate of Incorporation of the Company further
provides that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages or breach of fiduciary duty as
a director except for any breach of the director's duty of loyalty, for acts or
omissions not in good faith or which involved intentional misconduct or a
knowing violation of law, for unlawful payment of dividends or unlawful stock
purchases or redemptions, or for any transaction from which the director derived
a personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.  EXHIBITS

      EXHIBIT NUMBER
      AND DESCRIPTION
      ---------------

          (4)  Instruments defining the rights of security holders, including
               indentures

               4.1  Specimen Stock Certificate (incorporated by reference to
                    Exhibit 4.1 to the Company's Registration Statement on Form
                    S-4, File No. 33-82408)

               4.2  The Company's 1997 Employee Stock Purchase Plan

          (5)  Opinion re legality

               5.1  Opinion of Butler & Binion, L.L.P.

          (23) Consents of experts and counsel

               23.1 Consent of Butler & Binion, L.L.P. (included in its opinion
                    filed as Exhibit 5.1)

               23.2 Consent of Arthur Andersen LLP

          (24) Power of attorney (included on the signature page hereof)

                                       3
<PAGE>
ITEM 9.  UNDERTAKINGS.

      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 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)  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 herein, and the offering of such securities at
               that time shall be deemed to be the initial bona fide offering
               thereof; and

          (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.

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

      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.


                                  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 Natchez, State of Mississippi, on June 17, 1997.

                                    CALLON PETROLEUM COMPANY

                                    By:    /S/ FRED L. CALLON
                                           Fred L. Callon, President and
                                           Chief Executive Officer

                                       4
<PAGE>
                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Fred L. Callon, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and to perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirement of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

     SIGNATURE                    TITLE                                DATE

/S/  JOHN S. CALLON        Chairman of the Board of Directors      June 17, 1997
     John S. Callon

/S/  FRED L. CALLON        Chief Executive Officer, President and  June 17, 1997
     Fred L. Callon        Director (PRINCIPAL EXECUTIVE OFFICER)

/S/  JOHN S. WEATHERLY     Senior Vice President, Chief Financial  June 17, 1997
     John S. Weatherly     Officer and Treasurer (PRINCIPAL 
                           FINANCIAL AND ACCOUNTING OFFICER)       

/S/ DENNIS W. CHRISTIAN    Senior Vice President, Chief Operating  June 17, 1997
    Dennis W. Christian    Officer and Director

/S/ B. F. WEATHERLY        Director                                June 17, 1997
    B. F. Weatherly

/S/  ROBERT A. STANGER     Director                                June 17, 1997
     Robert A. Stanger

/S/ JOHN C. WALLACE        Director                                June 17, 1997
    John C. Wallace

/S/ RICHARD O. WILSON      Director                                June 17, 1997
    Richard O. Wilson

                                       5
<PAGE>
                                 EXHIBIT INDEX

     EXHIBIT NUMBER
      AND DESCRIPTION
      ---------------

          (4)  Instruments defining the rights of security holders, including
               indentures

               4.1  Specimen Stock Certificate (incorporated by reference to
                    Exhibit 4.1 to the Company's Registration Statement on Form
                    S-4, File No. 33-82408)

               4.2  The Company's 1997 Employee Stock Purchase Plan

          (5)  Opinion re legality

               5.1  Opinion of Butler & Binion, L.L.P.

          (23) Consents of experts and counsel

               23.1 Consent of Butler & Binion, L.L.P. (included in its opinion
                    filed as Exhibit 5.1)

               23.2 Consent of Arthur Andersen LLP

          (24) Power of attorney (included on the signature page hereof)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15055}]
{"company-data": {"conformed-name": "CALLON PETROLEUM CO", "cik": "0000928022", "assigned-sic": "1311", "irs-number": "640844345", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29529", "film-number": "97626049"}, "business-address": {"street1": "200 N CANAL ST", "city": "NATCHEZ", "state": "MS", "zip": "39120", "phone": "6014421601"}, "mail-address": {"street1": "200 N CANAL ST", "city": "NATCHEZ", "state": "MS", "zip": "39120"}, "former-company": {"former-conformed-name": "CALLON PETROLEUM HOLDING CO", "date-changed": "19940805"}}
As filed with the Securities and Exchange Commission on June 19, 1997
                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            CALLON PETROLEUM COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               DELAWARE                                    64-0844345
   (STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

 200 NORTH CANAL STREET, NATCHEZ, MISSISSIPPI                39120
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

                            CALLON PETROLEUM COMPANY
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                                 FRED L. CALLON
                             200 NORTH CANAL STREET
                           NATCHEZ, MISSISSIPPI 39120
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (601) 442-1601
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    Copy to:

                             BUTLER & BINION, L.L.P.
                           1000 Louisiana, Suite 1600
                              Houston, Texas 77002
                            Attn: George G. Young III
                                 (713) 237-3111

                         Calculation of Registration Fee
-----------------------------------------------------------------------------------------
Title of Securities     Amount         Proposed        Proposed maximum      Amount of
 to be registered        to be     maximum offering   aggregate offering   registration
                      registered   price per share*          price             fee*
-----------------------------------------------------------------------------------------
Common             250,000        $15.3125           $3,828,125         $1,160.04
     Stock              shares
-----------------------------------------------------------------------------------------
-------------         
* Computed pursuant to Rule 457(h) based on the average of the high and low   
  reported prices on June 16, 1997.
PART I

                 INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*    The information required by Items 1 and 2 of Part I of Form S-8 is not
     filed as part of this Registration Statement in accordance with the Note to
     Part I of Form S-8 and Rule 428 promulgated under the Securities Act of
     1933, as amended (the "Securities Act").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, and all documents subsequently filed by
Callon Petroleum Company (the "Company") pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment to the
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 shall be
deemed to be a part hereof from the date of the filing of such documents:

     (a)  the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1996 (file number 0-25192);

     (b)  the Company's Quarterly Report on Form 10-Q for the quarterly period
          ended March 31, 1997 and Current Report on Form 8-K dated January 9,
          1997 (File No. 0-25192); and

     (c)  "Item 4. Description of Registrant's Securities Registered" in the
          Company's Registration Statement on Form 8-B filed October 3, 1994
          describing the Company's Common Stock.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines, and
settlements actually and reasonably incurred by them in connection with any
civil, criminal, administrative, or investigative suit or action except actions
by or in the right of the corporation if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the corporation, and in connection
with any criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct was unlawful.
Section 145 further provides that in connection with the defense or settlement
of any action by or in the right of the corporation, a Delaware corporation may
indemnify its directors and officers against expenses actually and reasonably
incurred by them if, in connection with the matters in issue, they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect to any claim, issue, or matter as to which such person has been adjudged
liable to the corporation unless the Delaware Court of Chancery or other court
in which such action or suit is brought approves such indemnification. Section
145 further permits a Delaware corporation to grant its directors and officers
additional rights of indemnification through bylaw provisions and otherwise, and
to purchase indemnity insurance on behalf of its directors and officers. Article
Eight of the Certificate of Incorporation of the Company provides, in general,
that the Company may indemnify its officers and directors to the full extent
permitted by Delaware law. The Bylaws of the Company contain provisions granting
broad indemnification rights to directors, including presumptions and procedures
for indemnification rights that are enhanced in the context of a change in
control. Article Nine of the Certificate of Incorporation of the Company further
provides that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages or breach of fiduciary duty as
a director except for any breach of the director's duty of loyalty, for acts or
omissions not in good faith or which involved intentional misconduct or a
knowing violation of law, for unlawful payment of dividends or unlawful stock
purchases or redemptions, or for any transaction from which the director derived
a personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.  EXHIBITS

      EXHIBIT NUMBER
      AND DESCRIPTION
      ---------------

          (4)  Instruments defining the rights of security holders, including
               indentures

               4.1  Specimen Stock Certificate (incorporated by reference to
                    Exhibit 4.1 to the Company's Registration Statement on Form
                    S-4, File No. 33-82408)

               4.2  The Company's 1997 Employee Stock Purchase Plan

          (5)  Opinion re legality

               5.1  Opinion of Butler & Binion, L.L.P.

          (23) Consents of experts and counsel

               23.1 Consent of Butler & Binion, L.L.P. (included in its opinion
                    filed as Exhibit 5.1)

               23.2 Consent of Arthur Andersen LLP

          (24) Power of attorney (included on the signature page hereof)

                                       3
ITEM 9.  UNDERTAKINGS.

      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 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)  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 herein, and the offering of such securities at
               that time shall be deemed to be the initial bona fide offering
               thereof; and

          (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.

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

      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.

                                  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 Natchez, State of Mississippi, on June 17, 1997.

                                    CALLON PETROLEUM COMPANY

                                    By:    /S/ FRED L. CALLON
                                           Fred L. Callon, President and
                                           Chief Executive Officer

                                       4
POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Fred L. Callon, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and to perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirement of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

     SIGNATURE                    TITLE                                DATE

/S/  JOHN S. CALLON        Chairman of the Board of Directors      June 17, 1997
     John S. Callon

/S/  FRED L. CALLON        Chief Executive Officer, President and  June 17, 1997
     Fred L. Callon        Director (PRINCIPAL EXECUTIVE OFFICER)

/S/  JOHN S. WEATHERLY     Senior Vice President, Chief Financial  June 17, 1997
     John S. Weatherly     Officer and Treasurer (PRINCIPAL 
                           FINANCIAL AND ACCOUNTING OFFICER)       

/S/ DENNIS W. CHRISTIAN    Senior Vice President, Chief Operating  June 17, 1997
    Dennis W. Christian    Officer and Director

/S/ B. F. WEATHERLY        Director                                June 17, 1997
    B. F. Weatherly

/S/  ROBERT A. STANGER     Director                                June 17, 1997
     Robert A. Stanger

/S/ JOHN C. WALLACE        Director                                June 17, 1997
    John C. Wallace

/S/ RICHARD O. WILSON      Director                                June 17, 1997
    Richard O. Wilson

                                       5
EXHIBIT INDEX

     EXHIBIT NUMBER
      AND DESCRIPTION
      ---------------

          (4)  Instruments defining the rights of security holders, including
               indentures

               4.1  Specimen Stock Certificate (incorporated by reference to
                    Exhibit 4.1 to the Company's Registration Statement on Form
                    S-4, File No. 33-82408)

               4.2  The Company's 1997 Employee Stock Purchase Plan

          (5)  Opinion re legality

               5.1  Opinion of Butler & Binion, L.L.P.

          (23) Consents of experts and counsel

               23.1 Consent of Butler & Binion, L.L.P. (included in its opinion
                    filed as Exhibit 5.1)

               23.2 Consent of Arthur Andersen LLP

          (24) Power of attorney (included on the signature page hereof)