As filed with the Securities and Exchange Commission on April 22, 1997

                                                    Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                              NUEVO ENERGY COMPANY
                          (Exact name of registrant as
                            specified in its charter)

                   DELAWARE                              76-0304436
        (State or other jurisdiction of     (I.R.S. Employer Identification No.)
         incorporation or organization)

                  1331 LAMAR, SUITE 1650, HOUSTON, TEXAS 77010
   (Address, including zip code of registrant's principal executive offices)

                              NUEVO ENERGY COMPANY
                           DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

                                 ROBERT M. KING
                  1331 LAMAR, SUITE 1650, HOUSTON, TEXAS 77010
                     (Name and address of agent for service)

                                 (713) 652-0706
                 (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
        TITLE OF             AMOUNT      PROPOSED MAXI-     PROPOSED MAXI-      AMOUNT OF
    SECURITIES TO BE          TO BE       MUM OFFERING      MUM AGGREGATE     REGISTRATION
       REGISTERED          REGISTERED   PRICE PER SHARE     OFFERING PRICE           FEE
--------------------------------------------------------------------------------------------
<S>                         <C>           <C>                 <C>                <C>    
Common Stock, par value
   $0.01 per share (1)      50,000(2)     $33.84(2)           $1,692,000         $499.14
--------------------------------------------------------------------------------------------
</TABLE>
     (1) Including preferred stock purchase rights issued under the Company's
Shareholder Rights Plan, dated March 5, 1997.

     (2) Estimated solely for purposes of calculating the registration fee.
Pursuant to Rule 457(c) and 457(h), the offering price and registration fee is
computed on the basis of the average of the high and low prices reported on the
New York Stock Exchange on April 27, 1998.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to participants ("Plan Participants") of the Nuevo Energy Company
Deferred Compensation Plan ("Plan") as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "1933 Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following documents filed by Nuevo Energy Company (the
"Registrant") (Commission File No. 001-10537) with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), are incorporated herein by reference:

        (a) Annual Report on Form 10-K405 for the fiscal year ended December 31,
            1997.

        (b) The description of common stock contained in the Registrant's
            Registration Statement on Form 8-A, filed with the Commission on May
            15, 1990, including any future amendment or report filed for the
            purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered under the
Plan have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.

        Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the General Corporation Law of Delaware ("GCLD") empowers
the Registrant to indemnify, subject to the standards set forth therein, 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 by reason of the
fact that the person is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another entity. The GCLD further provides that the
Registrant has the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Registrant or
is or was serving at the request of the Registrant as a director, officer,
employee or agent of another entity against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Registrant would have the power to
indemnify such person against such liability under Section 145 of the GCLD.

        The Registrant's Certificate of Incorporation and Bylaws allow for
indemnification by the Registrant of each director and officer of the Registrant
to the fullest extent permitted by applicable law.

        The Registrant has purchased directors and officers liability insurance
policy which insures, among other things, (i) the officers and directors of the
Registrant from any claim arising out of an alleged wrongful act by such persons
while acting as directors and officers of the Registrant and (ii) the Registrant
to the extent that the Registrant has indemnified the directors and officers for
such loss.
<PAGE>
ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

ITEM 8.    EXHIBITS.
<TABLE>
<CAPTION>
<S>                                                 <C>       
 EXHIBIT                                         INCORPORATED HEREIN             FILED
 NUMBER       DESCRIPTION                          BY REFERENCE TO               HEREWITH
 ------       -----------                          ---------------               --------
4.1         Specimen Stock Certificate      Exhibit 4.1 to the
                                            Registrant's Registration
                                            Statement on Form S-4
                                            (Registration No. 33-33873)

5.1         Opinion of Counsel                                                       x

23.1        Consent of KPMG Peat Marwick                                             x

23.2        Consent of Counsel                                              Part of Exhibit 5.1

24          Power of Attorney                                               Signature  Page  to
                                                                            this Registration
                                                                            Statement     
99          Form of Nuevo  Energy  Company
            Deferred Compensation Plan                                               x

        The Registrant undertakes to submit the Plan and any amendments thereto
to the Internal Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS to qualify the plan.

</TABLE>

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:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the 1933 Act;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of a
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective Registration
                        Statement;

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

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with the Commission by
the Registrant pursuant to Section 13 or Section 15 (d) of the 1934 Act that are
incorporated by reference in the Registration Statement.

            (2)   That, for the purpose of determining any liability under the
                  1933 Act, each such post-effective amendment shall be deemed
                  to be a new registration statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial bona fide offering
                  thereof.

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

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the 1933 Act, each filing of the
            Registrant's annual report pursuant to Section 13(a) or Section
            15(d) of the 1934 Act (and where applicable, each filing of an
            employee benefits plan's annual report pursuant to Section 15(d) of
            the 1934 Act) that is incorporated by reference in the Registration
            Statement shall be

                                      -3-
<PAGE>
            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.

      (h)   Insofar as indemnification for liabilities arising under the 1933
            Act may be permitted to directors, officers and controlling persons
            of the Registrant pursuant to the provisions referred to in Item 6,
            or otherwise, the Registrant has been advised that in the opinion of
            the Commission such indemnification is against public policy as
            expressed in the 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 Act and will be governed by the final
            adjudication of such issue.

                                       -4-
<PAGE>
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
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 April 17, 1998.

                               NUEVO ENERGY COMPANY
                               (Registrant)

                                By: \s\ DOUGLAS L. FOSHEE
                                     Douglas L. Foshee, Chairman of the Board,
                                     President and Chief Executive Officer
                                         (principal executive officer)

                                      -5-
<PAGE>
                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Douglas L. Foshee and Robert M. King, and each of
them, 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 and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, and any other regulatory authority, granting unto said
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, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
<S>                                                                                <C> <C> 
SIGNATURE                      TITLE                                              DATE

\s\ DOUGLAS L. FOSHEE          Chairman of the Board, President              April 17, 1998
Douglas L. Foshee              and Chief Executive Officer
                               (principal executive officer)

                               Senior Vice President and Chief
\s\ ROBERT M. KING             Financial Officer (principal                  April 17, 1998
Robert M. King                 accounting and financial officer)

\s\ ROBERT L. GERRY, III       Director                                      April 17, 1998
Robert L. Gerry, III

\s\ DAVID ROSS                 Director                                      April 17, 1998
David Ross

\s\ GARY R. PETERSEN           Director                                      April 17, 1998
Gary R. Petersen

\s\ THOMAS D. BARROW           Director                                      April 17, 1998
Thomas D. Barrow

\s\ ISAAC ARNOLD, JR.          Director                                      April 17, 1998
Isaac Arnold, Jr.

\s\ JAMES T. HACKETT           Director                                      April 17, 1998
James T. Hackett

\s\ ROBERT H. ALLEN            Director                                      April 17, 1998
Robert H. Allen

\s\ ROBERT W. SHOWER           Director                                      April 17, 1998
Robert W. Shower

\s\ CHARLES M. ELSON           Director                                      April 17, 1998
Charles M. Elson
</TABLE>

                                      -6-
<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

 EXHIBIT                                         INCORPORATED HEREIN             FILED
  NUMBER         DESCRIPTION                     BY REFERENCE TO               HEREWITH

<S>                                                     <C>               
 4.1        Specimen Stock Certificate      Exhibit 4.1 to the         
                                            Registrant's Registration  
                                            Statement on Form S-4      
                                            (Registration No. 33-33873)
                                            
 5.1        Opinion of Counsel                                                       x

23.1        Consent of KPMG Peat Marwick                                             x

23.2        Consent of Counsel                                              Part of Exhibit 5.1

24          Power of Attorney                                               Signature Page to
                                                                            this Registration Statement
99          Form of Nuevo Energy Company
            Deferred Compensation Plan                                               x
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18735}]
{"company-data": {"conformed-name": "NUEVO ENERGY CO", "cik": "0000861819", "assigned-sic": "1311", "irs-number": "760304436", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51217", "film-number": "98603049"}, "business-address": {"street1": "1331 LAMAR ST STE 1650", "city": "HOUSTON", "state": "TX", "zip": "77010", "phone": "7136520706"}}
As filed with the Securities and Exchange Commission on April 22, 1997

                                                    Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                              NUEVO ENERGY COMPANY
                          (Exact name of registrant as
                            specified in its charter)

                   DELAWARE                              76-0304436
        (State or other jurisdiction of     (I.R.S. Employer Identification No.)
         incorporation or organization)

                  1331 LAMAR, SUITE 1650, HOUSTON, TEXAS 77010
   (Address, including zip code of registrant's principal executive offices)

                              NUEVO ENERGY COMPANY
                           DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

                                 ROBERT M. KING
                  1331 LAMAR, SUITE 1650, HOUSTON, TEXAS 77010
                     (Name and address of agent for service)

                                 (713) 652-0706
                 (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------
        TITLE OF             AMOUNT      PROPOSED MAXI-     PROPOSED MAXI-      AMOUNT OF
    SECURITIES TO BE          TO BE       MUM OFFERING      MUM AGGREGATE     REGISTRATION
       REGISTERED          REGISTERED   PRICE PER SHARE     OFFERING PRICE           FEE
--------------------------------------------------------------------------------------------
Common Stock, par value
   $0.01 per share (1)      50,000(2)     $33.84(2)           $1,692,000         $499.14
--------------------------------------------------------------------------------------------
(1) Including preferred stock purchase rights issued under the Company's
Shareholder Rights Plan, dated March 5, 1997.

     (2) Estimated solely for purposes of calculating the registration fee.
Pursuant to Rule 457(c) and 457(h), the offering price and registration fee is
computed on the basis of the average of the high and low prices reported on the
New York Stock Exchange on April 27, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to participants ("Plan Participants") of the Nuevo Energy Company
Deferred Compensation Plan ("Plan") as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "1933 Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following documents filed by Nuevo Energy Company (the
"Registrant") (Commission File No. 001-10537) with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), are incorporated herein by reference:

        (a) Annual Report on Form 10-K405 for the fiscal year ended December 31,
            1997.

        (b) The description of common stock contained in the Registrant's
            Registration Statement on Form 8-A, filed with the Commission on May
            15, 1990, including any future amendment or report filed for the
            purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered under the
Plan have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.

        Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the General Corporation Law of Delaware ("GCLD") empowers
the Registrant to indemnify, subject to the standards set forth therein, 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 by reason of the
fact that the person is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another entity. The GCLD further provides that the
Registrant has the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Registrant or
is or was serving at the request of the Registrant as a director, officer,
employee or agent of another entity against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Registrant would have the power to
indemnify such person against such liability under Section 145 of the GCLD.

        The Registrant's Certificate of Incorporation and Bylaws allow for
indemnification by the Registrant of each director and officer of the Registrant
to the fullest extent permitted by applicable law.

        The Registrant has purchased directors and officers liability insurance
policy which insures, among other things, (i) the officers and directors of the
Registrant from any claim arising out of an alleged wrongful act by such persons
while acting as directors and officers of the Registrant and (ii) the Registrant
to the extent that the Registrant has indemnified the directors and officers for
such loss.
ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not applicable.

ITEM 8.    EXHIBITS.
EXHIBIT                                         INCORPORATED HEREIN             FILED
 NUMBER       DESCRIPTION                          BY REFERENCE TO               HEREWITH
 ------       -----------                          ---------------               --------
4.1         Specimen Stock Certificate      Exhibit 4.1 to the
                                            Registrant's Registration
                                            Statement on Form S-4
                                            (Registration No. 33-33873)

5.1         Opinion of Counsel                                                       x

23.1        Consent of KPMG Peat Marwick                                             x

23.2        Consent of Counsel                                              Part of Exhibit 5.1

24          Power of Attorney                                               Signature  Page  to
                                                                            this Registration
                                                                            Statement     
99          Form of Nuevo  Energy  Company
            Deferred Compensation Plan                                               x

        The Registrant undertakes to submit the Plan and any amendments thereto
to the Internal Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS to qualify the plan.
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:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the 1933 Act;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of a
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective Registration
                        Statement;

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

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with the Commission by
the Registrant pursuant to Section 13 or Section 15 (d) of the 1934 Act that are
incorporated by reference in the Registration Statement.

            (2)   That, for the purpose of determining any liability under the
                  1933 Act, each such post-effective amendment shall be deemed
                  to be a new registration statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial bona fide offering
                  thereof.

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

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the 1933 Act, each filing of the
            Registrant's annual report pursuant to Section 13(a) or Section
            15(d) of the 1934 Act (and where applicable, each filing of an
            employee benefits plan's annual report pursuant to Section 15(d) of
            the 1934 Act) that is incorporated by reference in the Registration
            Statement shall be

                                      -3-
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.

      (h)   Insofar as indemnification for liabilities arising under the 1933
            Act may be permitted to directors, officers and controlling persons
            of the Registrant pursuant to the provisions referred to in Item 6,
            or otherwise, the Registrant has been advised that in the opinion of
            the Commission such indemnification is against public policy as
            expressed in the 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 Act and will be governed by the final
            adjudication of such issue.

                                       -4-
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
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 April 17, 1998.

                               NUEVO ENERGY COMPANY
                               (Registrant)

                                By: \s\ DOUGLAS L. FOSHEE
                                     Douglas L. Foshee, Chairman of the Board,
                                     President and Chief Executive Officer
                                         (principal executive officer)

                                      -5-
POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Douglas L. Foshee and Robert M. King, and each of
them, 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 and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, and any other regulatory authority, granting unto said
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, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                      TITLE                                              DATE

\s\ DOUGLAS L. FOSHEE          Chairman of the Board, President              April 17, 1998
Douglas L. Foshee              and Chief Executive Officer
                               (principal executive officer)

                               Senior Vice President and Chief
\s\ ROBERT M. KING             Financial Officer (principal                  April 17, 1998
Robert M. King                 accounting and financial officer)

\s\ ROBERT L. GERRY, III       Director                                      April 17, 1998
Robert L. Gerry, III

\s\ DAVID ROSS                 Director                                      April 17, 1998
David Ross

\s\ GARY R. PETERSEN           Director                                      April 17, 1998
Gary R. Petersen

\s\ THOMAS D. BARROW           Director                                      April 17, 1998
Thomas D. Barrow

\s\ ISAAC ARNOLD, JR.          Director                                      April 17, 1998
Isaac Arnold, Jr.

\s\ JAMES T. HACKETT           Director                                      April 17, 1998
James T. Hackett

\s\ ROBERT H. ALLEN            Director                                      April 17, 1998
Robert H. Allen

\s\ ROBERT W. SHOWER           Director                                      April 17, 1998
Robert W. Shower

\s\ CHARLES M. ELSON           Director                                      April 17, 1998
Charles M. Elson
-6-
EXHIBIT INDEX

 EXHIBIT                                         INCORPORATED HEREIN             FILED
  NUMBER         DESCRIPTION                     BY REFERENCE TO               HEREWITH
4.1        Specimen Stock Certificate      Exhibit 4.1 to the         
                                            Registrant's Registration  
                                            Statement on Form S-4      
                                            (Registration No. 33-33873)
                                            
 5.1        Opinion of Counsel                                                       x

23.1        Consent of KPMG Peat Marwick                                             x

23.2        Consent of Counsel                                              Part of Exhibit 5.1

24          Power of Attorney                                               Signature Page to
                                                                            this Registration Statement
99          Form of Nuevo Energy Company
            Deferred Compensation Plan                                               x