Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
               ---------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
               --------------------------------------------------

                          AMERICAN EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)

        Delaware                                                74-2086890
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

       1331 Lamar, Suite 900
         Houston, Texas                                          77010-3088
(Address of Principal Executive Offices)                         (Zip Code)

                        1994 AMERICAN EXPLORATION COMPANY
                             STOCK COMPENSATION PLAN
                            (Full Title of the Plan)

                                  John M. Hogan
                Senior Vice President and Chief Financial Officer
                          AMERICAN EXPLORATION COMPANY
                              1331 Lamar, Suite 900
                            Houston, Texas 77010-3088
                     (Name and address of agent for service)

                                 (713) 756-6000
          (Telephone number, including area code, of agent for service)
               --------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                                      Proposed      Proposed
Title of           Amount to be       Maximum       Maximum
Securities         Registered         Offering      Aggregate      Amount of
to be                                 Price Per     Offering       Registration
Registered                            Share(1)      Price(1)       Fee
- -------------     -----------------   ---------     ----------     -------------
Common Stock,
par value         900,000 shares(2)   $11.875       $10,687,500    $3,685.34
$.05 per share
- --------------------------------------------------------------------------------


1    In accordance with Rule 457(h), the maximum aggregate offering price and
     the registration fee have been computed on the basis of the average of the
     high and low prices for the Common Stock of American Exploration Company,
     par value $0.05 per share (the "Common Stock"), as reported on the American
     Stock Exchange for May 9, 1996 ($11.875 per share).

2    This Registration Statement also covers such additional shares of Common
     Stock as may be issuable pursuant to adjustments, as provided in Section
     5.1 of the American Exploration Company Stock Compensation Plan, for stock
     dividends, splits, combinations or other changes or recapitalizations.

<PAGE>

            1994 AMERICAN EXPLORATION COMPANY STOCK COMPENSATION PLAN

                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information

         This Registration Statement relates to the registration of 900,000
shares of Common Stock, par value $.05 per share (the "Common Stock"), of
American Exploration Company (the "Company" or "Registrant") to be offered or
sold pursuant to the 1994 American Exploration Company Stock Compensation Plan
(the "Plan").

         The documents containing the information about the Plan specified in
Part I of Form S-8 will be sent or given to eligible and/or participating
employees of the Company as specified by Rule 428(b)(1) of Regulation C under
the Securities Act of 1933, as amended (the "Securities Act"), and such
documents taken together with the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of Form S-8 shall
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.



Item 2.  Registrant Information and Employee Plan Annual Information.

         The Company shall provide a written statement to participants in the
Plan advising them of the availability, without charge, upon written or oral
request, of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement, such documents which are incorporated by reference into
the Section 10(a) prospectus and the documents required to be delivered to them
pursuant to Rule 428(b) of Regulation C under the Securities Act. The address,
title of the individual or department and telephone number to which the request
is to be directed shall be provided to participants in the Plan.

                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.

         The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference and
made a part hereof:

<PAGE>
                  (a)      Annual Report on Form 10-K for the fiscal year ended
                           December 31, 1995.

                  (b)      Quarterly Report on Form 10-Q for the fiscal period
                           ended March 31, 1996.

                  (c)      Report on Form 8-K dated March 15, 1996.

                  (d)      Description of Common Stock on Forms 8-A, filed on
                           April 30, 1984, November 16, 1987 and October 1,1993;
                           and

                  (e)      Description of Depositary Shares and Convertible
                           Preferred Stock on Form 8-A, filed on March 23, 1994;
                           including any amendment or reports filed for the
                           purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of any
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which deregister all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein 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 such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not Applicable; the class of securities to be offered is registered
under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

                  Not Applicable

Item 6.  Indemnification of Directors and Officers.

                  The Company's Bylaws provide that the Company shall indemnify
all directors and officers of the Company to the fullest extent now permitted by
the Delaware General Corporation Law. Under such provisions, any director or
officer who, in his capacity as such, is made or threatened to be made a party
to any suit or proceeding, shall be indemnified if such director or officer
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Company and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Bylaws and the Delaware General Corporation Law further provide that such
indemnification is not exclusive of any other rights to which such individuals
may be entitled under the Company's Restated Certificate of Incorporation,
Bylaws, any agreement, insurance policies, vote of stockholders or disinterested
directors or otherwise.

         In addition, the Company's Restated Certificate of Incorporation
provides that the Company's directors will not be liable for monetary damages
for breach of the directors' fiduciary duty of care to the Company and its
stockholders. This provision in the Restated Certificate of Incorporation does
not eliminate the directors' fiduciary duty of care, and in appropriate
circumstances, equitable remedies such as an injunction or other forms of
nonmonetary relief would remain available under Delaware law. Furthermore, each
director will continue to be subject to liability for (i) breach of the

<PAGE>

director's duty of loyalty to the Company and its stockholders, (ii) acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, (iii) liability arising under Section 174 of the Delaware
General Corporation Law (relating to unlawful payment of dividends and unlawful
purchases of redemptions of the Company's stock) or (iv) any transaction from
which the director derived an improper personal benefit. This provision does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.

                  No member of the Compensation Committee (the "Committee") of
the Board of Directors (the "Board") or the Board shall be personally liable by
reason of any contract or other instrument relating to the Plan executed by such
member or on such member's behalf in his or her capacity as a member of the
Committee or the Board or for any mistake of judgment made in good faith, and
the Company shall indemnify and hold harmless each employee, officer or Director
of the Company to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim) arising out of any act or omission to act in connection
with the Plan unless arising out of such person's own fraud or bad faith.

                  The Company also maintains insurance policies insuring its
directors and officers against liability for certain acts and omissions while
acting in their official capacities.

Item 7.  Exemption From Registration Claimed.

         Not Applicable, because no securities are being reoffered or resold.

Item 8.  Exhibits.

         The following exhibits are filed as part of this Registration Statement
on Form S-8:

Exhibit No.

*3.1     Restated Certificate of Incorporation of American Exploration Company
         as supplemented by Certificate of Amendment of Restated Certificate of
         Incorporation of American Exploration Company dated June 13, 1995 (Form
         10-K, December 31, 1995, Exhibit 3(a)).

*3.3     Amended and Restated Bylaws of the Company (Form 8-A, March 23, 1994,
         Exhibit 2).

 4.1     Copy of the 1994 American Exploration Company Stock Compensation Plan
         (Share and share equivalent amounts are prior to the 1 for 10 reverse
         stock split effective June 13, 1995).

*4.2     Rights Agreement, dated as of September 28, 1993, between American
         Exploration Company and Society National Bank (Form 8-K, September 28,
         1993, Exhibit 4), as supplemented by Amendment to Rights Agreement,
         dated as of August 3, 1994, between American Exploration Company and
         Society National Bank (Form 8-K, August 31, 1994, Exhibit 4).

*4.3     Certificate of Designation of the $450 Cumulative Convertible Preferred
         Stock, Series C, dated December 14, 1993 (Form S-3, January 4, 1994,
         Registration No. 33-51795, Exhibit 4.3), as supplemented by Certificate
         of Correction to the Certificate of Designation of the $450 Cumulative
         Convertible Preferred Stock, Series C, dated December 29, 1993 (Form
         S-3, January 4, 1994, Registration No. 33-51795, Exhibit 4.4).

*4.4     Deposit Agreement, dated as of December 10, 1993, by and among American
         Exploration Company, Harris Trust and Savings Bank and the holders from
         time to time of Depositary Receipts (Form S-3, January 4, 1994,
         Registration No. 33-51795, Exhibit 4.5).

<PAGE>

 5.1     Legal Opinion of Patterson, Belknap, Webb & Tyler LLP, counsel to the
         Company, regarding the legality of the Common Stock being registered by
         the Company.

23.1     Consent of Arthur Andersen LLP

23.2     Consent of Patterson, Belknap, Webb & Tyler LLP (contained in Exhibit
         5.1)
- ------------
*Incorporated by reference


Item 9.  Undertakings.

         (a)      RULE 415 OFFERING. The Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement to 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 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) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The 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 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 therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         (c) INDEMNIFICATION. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the 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.

<PAGE>
                                   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 9th day of May, 1996.

                                                    AMERICAN EXPLORATION COMPANY


                                                   By:       /s/ MARK E. ANDREWS
                                                                 Mark E. Andrews
                                                   (Principal Executive Officer)

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

       SIGNATURE                             TITLE                      DATE


 /s/ MARK E. ANDREWS          Chairman of the Board,                 May 9, 1996
    Mark E. Andrews           Chief Executive Officer
                              and Director (Principal
                              Executive Officer)

 /s/ JOHN M. HOGAN            Senior Vice President                  May 9, 1996
     John M. Hogan            and Chief Financial
                              Officer (Principal
                              Financial and
                              Accounting Officer)

 /s/ HARRY W. COLMERY, JR.    Director                               May 9, 1996
     Harry W. Colmery, Jr.


 /s/ IRVIN K. CULPEPPER, JR.  Director                               May 9, 1996
     Irvin K. Culpepper, Jr.


     ___________________      Director                              May __, 1996
     Walter J.P. Curley


 /s/ PHILLIP FROST, M.D.      Director                               May 9, 1996
     Phillip Frost, M.D.


 /s/ PETER G. GERRY           Director                               May 9, 1996
     Peter G. Gerry


<PAGE>


 /s/ H. PHIPPS HOFFSTOT, III   Director      May 9, 1996
     H. Phipps Hoffstot, III


 /s/ JOHN H. MOORE            Director       May 9, 1996
     John H. Moore


 /s/ PETER P. NITZE            Director      May 9, 1996
     Peter P. Nitze


<PAGE>
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Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
               ---------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
               --------------------------------------------------

                          AMERICAN EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)

        Delaware                                                74-2086890
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

       1331 Lamar, Suite 900
         Houston, Texas                                          77010-3088
(Address of Principal Executive Offices)                         (Zip Code)

                        1994 AMERICAN EXPLORATION COMPANY
                             STOCK COMPENSATION PLAN
                            (Full Title of the Plan)

                                  John M. Hogan
                Senior Vice President and Chief Financial Officer
                          AMERICAN EXPLORATION COMPANY
                              1331 Lamar, Suite 900
                            Houston, Texas 77010-3088
                     (Name and address of agent for service)

                                 (713) 756-6000
          (Telephone number, including area code, of agent for service)
               --------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                                      Proposed      Proposed
Title of           Amount to be       Maximum       Maximum
Securities         Registered         Offering      Aggregate      Amount of
to be                                 Price Per     Offering       Registration
Registered                            Share(1)      Price(1)       Fee
- -------------     -----------------   ---------     ----------     -------------
Common Stock,
par value         900,000 shares(2)   $11.875       $10,687,500    $3,685.34
$.05 per share
- --------------------------------------------------------------------------------

1    In accordance with Rule 457(h), the maximum aggregate offering price and
     the registration fee have been computed on the basis of the average of the
     high and low prices for the Common Stock of American Exploration Company,
     par value $0.05 per share (the "Common Stock"), as reported on the American
     Stock Exchange for May 9, 1996 ($11.875 per share).

2    This Registration Statement also covers such additional shares of Common
     Stock as may be issuable pursuant to adjustments, as provided in Section
     5.1 of the American Exploration Company Stock Compensation Plan, for stock
     dividends, splits, combinations or other changes or recapitalizations.
1994 AMERICAN EXPLORATION COMPANY STOCK COMPENSATION PLAN

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information

         This Registration Statement relates to the registration of 900,000
shares of Common Stock, par value $.05 per share (the "Common Stock"), of
American Exploration Company (the "Company" or "Registrant") to be offered or
sold pursuant to the 1994 American Exploration Company Stock Compensation Plan
(the "Plan").

         The documents containing the information about the Plan specified in
Part I of Form S-8 will be sent or given to eligible and/or participating
employees of the Company as specified by Rule 428(b)(1) of Regulation C under
the Securities Act of 1933, as amended (the "Securities Act"), and such
documents taken together with the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of Form S-8 shall
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The Company shall provide a written statement to participants in the
Plan advising them of the availability, without charge, upon written or oral
request, of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement, such documents which are incorporated by reference into
the Section 10(a) prospectus and the documents required to be delivered to them
pursuant to Rule 428(b) of Regulation C under the Securities Act. The address,
title of the individual or department and telephone number to which the request
is to be directed shall be provided to participants in the Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference and
made a part hereof:
(a)      Annual Report on Form 10-K for the fiscal year ended
                           December 31, 1995.

                  (b)      Quarterly Report on Form 10-Q for the fiscal period
                           ended March 31, 1996.

                  (c)      Report on Form 8-K dated March 15, 1996.

                  (d)      Description of Common Stock on Forms 8-A, filed on
                           April 30, 1984, November 16, 1987 and October 1,1993;
                           and

                  (e)      Description of Depositary Shares and Convertible
                           Preferred Stock on Form 8-A, filed on March 23, 1994;
                           including any amendment or reports filed for the
                           purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of any
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which deregister all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein 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 such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not Applicable; the class of securities to be offered is registered
under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

                  Not Applicable

Item 6.  Indemnification of Directors and Officers.

                  The Company's Bylaws provide that the Company shall indemnify
all directors and officers of the Company to the fullest extent now permitted by
the Delaware General Corporation Law. Under such provisions, any director or
officer who, in his capacity as such, is made or threatened to be made a party
to any suit or proceeding, shall be indemnified if such director or officer
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Company and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Bylaws and the Delaware General Corporation Law further provide that such
indemnification is not exclusive of any other rights to which such individuals
may be entitled under the Company's Restated Certificate of Incorporation,
Bylaws, any agreement, insurance policies, vote of stockholders or disinterested
directors or otherwise.

         In addition, the Company's Restated Certificate of Incorporation
provides that the Company's directors will not be liable for monetary damages
for breach of the directors' fiduciary duty of care to the Company and its
stockholders. This provision in the Restated Certificate of Incorporation does
not eliminate the directors' fiduciary duty of care, and in appropriate
circumstances, equitable remedies such as an injunction or other forms of
nonmonetary relief would remain available under Delaware law. Furthermore, each
director will continue to be subject to liability for (i) breach of the
director's duty of loyalty to the Company and its stockholders, (ii) acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, (iii) liability arising under Section 174 of the Delaware
General Corporation Law (relating to unlawful payment of dividends and unlawful
purchases of redemptions of the Company's stock) or (iv) any transaction from
which the director derived an improper personal benefit. This provision does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.

                  No member of the Compensation Committee (the "Committee") of
the Board of Directors (the "Board") or the Board shall be personally liable by
reason of any contract or other instrument relating to the Plan executed by such
member or on such member's behalf in his or her capacity as a member of the
Committee or the Board or for any mistake of judgment made in good faith, and
the Company shall indemnify and hold harmless each employee, officer or Director
of the Company to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim) arising out of any act or omission to act in connection
with the Plan unless arising out of such person's own fraud or bad faith.

                  The Company also maintains insurance policies insuring its
directors and officers against liability for certain acts and omissions while
acting in their official capacities.

Item 7.  Exemption From Registration Claimed.

         Not Applicable, because no securities are being reoffered or resold.

Item 8.  Exhibits.

         The following exhibits are filed as part of this Registration Statement
on Form S-8:

Exhibit No.

*3.1     Restated Certificate of Incorporation of American Exploration Company
         as supplemented by Certificate of Amendment of Restated Certificate of
         Incorporation of American Exploration Company dated June 13, 1995 (Form
         10-K, December 31, 1995, Exhibit 3(a)).

*3.3     Amended and Restated Bylaws of the Company (Form 8-A, March 23, 1994,
         Exhibit 2).

 4.1     Copy of the 1994 American Exploration Company Stock Compensation Plan
         (Share and share equivalent amounts are prior to the 1 for 10 reverse
         stock split effective June 13, 1995).

*4.2     Rights Agreement, dated as of September 28, 1993, between American
         Exploration Company and Society National Bank (Form 8-K, September 28,
         1993, Exhibit 4), as supplemented by Amendment to Rights Agreement,
         dated as of August 3, 1994, between American Exploration Company and
         Society National Bank (Form 8-K, August 31, 1994, Exhibit 4).

*4.3     Certificate of Designation of the $450 Cumulative Convertible Preferred
         Stock, Series C, dated December 14, 1993 (Form S-3, January 4, 1994,
         Registration No. 33-51795, Exhibit 4.3), as supplemented by Certificate
         of Correction to the Certificate of Designation of the $450 Cumulative
         Convertible Preferred Stock, Series C, dated December 29, 1993 (Form
         S-3, January 4, 1994, Registration No. 33-51795, Exhibit 4.4).

*4.4     Deposit Agreement, dated as of December 10, 1993, by and among American
         Exploration Company, Harris Trust and Savings Bank and the holders from
         time to time of Depositary Receipts (Form S-3, January 4, 1994,
         Registration No. 33-51795, Exhibit 4.5).
5.1     Legal Opinion of Patterson, Belknap, Webb & Tyler LLP, counsel to the
         Company, regarding the legality of the Common Stock being registered by
         the Company.

23.1     Consent of Arthur Andersen LLP

23.2     Consent of Patterson, Belknap, Webb & Tyler LLP (contained in Exhibit
         5.1)
- ------------
*Incorporated by reference

Item 9.  Undertakings.

         (a)      RULE 415 OFFERING. The Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement to 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 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) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The 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 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 therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         (c) INDEMNIFICATION. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the 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 Houston, State of Texas, on the 9th day of May, 1996.

                                                    AMERICAN EXPLORATION COMPANY

                                                   By:       /s/ MARK E. ANDREWS
                                                                 Mark E. Andrews
                                                   (Principal Executive Officer)

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

       SIGNATURE                             TITLE                      DATE

 /s/ MARK E. ANDREWS          Chairman of the Board,                 May 9, 1996
    Mark E. Andrews           Chief Executive Officer
                              and Director (Principal
                              Executive Officer)

 /s/ JOHN M. HOGAN            Senior Vice President                  May 9, 1996
     John M. Hogan            and Chief Financial
                              Officer (Principal
                              Financial and
                              Accounting Officer)

 /s/ HARRY W. COLMERY, JR.    Director                               May 9, 1996
     Harry W. Colmery, Jr.

 /s/ IRVIN K. CULPEPPER, JR.  Director                               May 9, 1996
     Irvin K. Culpepper, Jr.

     ___________________      Director                              May __, 1996
     Walter J.P. Curley

 /s/ PHILLIP FROST, M.D.      Director                               May 9, 1996
     Phillip Frost, M.D.

 /s/ PETER G. GERRY           Director                               May 9, 1996
     Peter G. Gerry
/s/ H. PHIPPS HOFFSTOT, III   Director      May 9, 1996
     H. Phipps Hoffstot, III

 /s/ JOHN H. MOORE            Director       May 9, 1996
     John H. Moore

 /s/ PETER P. NITZE            Director      May 9, 1996
     Peter P. Nitze