As filed with the Securities and Exchange Commission on November 4, 1996
                                               Registration  No. 33-___________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  TEXOIL, INC.
             (Exact name of registrant as specified in its charter)


                NEVADA                                      88-0177083
     (State or Other Jurisdiction                        (I.R.S. Employer
   of Incorporation or Organization)                    Identification No.)

                          1600 SMITH STREET, SUITE 4000
                              HOUSTON, TEXAS 77002
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

         TEXOIL, INC. AMENDED AND RESTATED 1996 STOCK COMPENSATION PLAN
                            (Full Title of the Plan)

     Name, Address and Telephone                Copy of communications to:
    Number of Agent for Service:
                                                     NICK D. NICHOLAS
            RUBEN MEDRANO                            OR NORA J. DOBIN
            TEXOIL, INC.                          PORTER & HEDGES, L.L.P.
    1600 SMITH STREET, SUITE 4000            700 LOUISIANA STREET, 35TH FLOOR
        HOUSTON, TEXAS 77002                     HOUSTON, TEXAS 77002-2764
           (713) 652-5741                             (713) 226-0600

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
                                                          PROPOSED MAXIMUM         PROPOSED
                                            AMOUNT TO        OFFERING         MAXIMUM AGGREGATE        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED      BE REGISTERED  PRICE PER UNIT(1)    OFFERING PRICE(1)    REGISTRATION FEE(1)
<S>                                          <C>              <C>                 <C>                    <C>
Common Stock, par value $.01 per share       200,000          $1.50               $300,000               $104
=======================================================================================================================
</TABLE>

(1)     Pursuant to Rule 457(c) and (h), the registration fee is calculated on
        the basis of the last sale price for the Common Stock on the NASDAQ
        SmallCap Market on October 31, 1996, $1.50 per share.

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The contents of the following documents filed by Texoil, Inc., a Nevada
corporation (the "Company" or "Registrant"), with the Securities and Exchange
Commission ("Commission") are incorporated into this registration statement
("Registration Statement") by reference: (i) the Company's annual report on Form
10-KSB for the fiscal year ended December 31, 1995, (ii) the Company's quarterly
report on Form 10-QSB for the fiscal quarter ended March 31, 1996, (iii) the
Company's quarterly report on Form 10-QSB for the fiscal quarter ended June 30,
1996, (iv) the Company's current report on Form 8-K dated February 5, 1996, (v)
the Company's current report on Form 8-K dated April 17, 1996, (vi) the
Company's current report on Form 8-K dated September 6, 1996, and (vii) the
description of the Company's common stock, par value $.01 per share, set forth
under the caption "Description of Registrant's Securities to be Registered" in
the Company's registration statement on Form 8-A, dated February 12, 1994,
Commission File No. 1-12834, and any amendment or report filed for the purpose
of updating such description.

        All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the filing date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. The Company will provide without
charge to each participant in the Company's Amended and Restated 1996 Stock
Compensation Plan, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this Item 3.

ITEM 4.        DESCRIPTION OF SECURITIES

               Not Applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not Applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Article VII of Registrant's Amended and Restated Bylaws contains
indemnification provisions which are consistent with those contained in Section
78.751 of the General Corporation Law of Nevada ("NGCL"). Accordingly,
Registrant generally may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
Registrant or is or was serving at the request of Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding. However, with respect
to an action or suit brought to obtain a judgment in Registrant's favor, whether
by Registrant itself or derivatively by a stockholder, (i) such indemnification
is limited to expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit, and (ii) indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to Registrant or for amounts paid in settlement to Registrant, unless
and only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

        In all cases, the person seeking indemnification must have acted in good
faith and in a manner he reasonably believed to be in, or not opposed to,
Registrant's best interests. In the case of criminal actions or proceedings, the
person must also have had no reasonable cause to believe his conduct was
unlawful. The determination as to whether a person seeking indemnification has
met the required standard of conduct must be made by Registrant's stockholders,
by a majority vote of a quorum of its disinterested directors, or by independent
legal counsel in a written opinion if such a quorum does not exist or if the
disinterested directors so direct.

<PAGE>
        To the extent that a director, officer, employee or agent of Registrant
has been successful on the merits or otherwise in defending any action, suit or
proceeding for which indemnification is permissible under the NGCL, or in
defending any claim, issue or matter therein, Registrant must, under both the
NGCL and its Bylaws, indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense. As
permitted by the NGCL, Registrant's Articles of Incorporation and Bylaws require
it to advance expenses which its officers and directors incur in defending any
civil or criminal action, suit or proceeding upon receipt of an undertaking by
him or on his behalf to repay such amounts if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
Registrant.

        The NGCL and Registrant's Bylaws provide that the indemnification and
advancement of expenses authorized therein are not exclusive. Accordingly,
Registrant could provide for other indemnification of its directors and officers
acting in either or both of their official capacities or other capacities while
holding office. However, excepting advancement of expenses and court-ordered
indemnification explicitly provided for by the NGCL, the NGCL and Registrant's
Bylaws prohibit Registrant from indemnifying any director or officer if a final
adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.

        Consistent with Section 78.752 of the NGCL, Registrant's Bylaws empower
it to procure and maintain insurance or make other financial arrangements on
behalf of any person who is or was a director, officer, employee or agent of
Registrant, or at Registrant's request, of another entity, against any liability
asserted against him and liability and expenses incurred by him in such
capacity, or arising out of his status as such, regardless of whether Registrant
could indemnify him against such liability and expenses. However, financial
arrangements other than insurance cannot provide protection for a person
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable for intentional misconduct, fraud or a knowing violation
of law, except with respect to the advancement of expenses and court-ordered
indemnification. The Company maintains insurance covering its directors and
officers for liabilities which they may incur in their capacities as such.

        As permitted by Section 78.037 of the NGCL, Registrant's Articles of
Incorporation eliminate the liability of its directors and officers to
Registrant and its stockholders for damages for breach of fiduciary duty, except
for acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or for the payment of distributions in violation of Section
78.300 of the NGCL. To the extent that this provision limits the remedies of
Registrant and its stockholders to equitable remedies, it might reduce the
likelihood of derivative litigation and discourage Registrant's management or
stockholders from initiating litigation against its directors or officers for
breach of their fiduciary duties. Additionally, equitable remedies may not be
effective in many situations. If a stockholder's only remedy is to enjoin the
completion of an action, such remedy would be ineffective if the stockholder
does not become aware of a transaction or event until after it has been
completed. In such a situation, it is possible that Registrant and its
stockholders would have no effective remedy against directors or officers.

        The above discussion of the NGCL and Registrant's Articles of
Incorporation and Bylaws is not intended to be exhaustive and is qualified in
its entirety by such Articles, Bylaws and statute.

        Pursuant to that certain Agreement and Plan of Merger, dated as of
November 4, 1992, as amended (the "Agreement"), by and between Registrant, Comet
Acquisition Subsidiary, Inc. and Texoil Company, Registrant must indemnify and
hold harmless Texoil Company (which, as a result of consummation of the
transactions contemplated by the Agreement, now is a wholly-owned subsidiary of
Registrant) and each director, officer and shareholder thereof (many of whom, as
a result of consummation of the transactions contemplated by the Agreement, now
are directors, officers and shareholders of Registrant), from and against any
and all losses, claims, damages, expenses or liabilities (collectively,
"Claims"), joint or several, to which they or any of them may become subject
under the Securities Act of 1933, as amended, or any other statute or at common
law or otherwise, and generally must reimburse Texoil Company and each such
director, officer or shareholder for any legal or other expenses reasonably
incurred by them or any of them in connection with investigating or defending
any actions whether or not resulting in any liability, insofar as such Claims
result from a breach or alleged breach of the representations, warranties or
covenants contained in the Agreement, or arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Agreement, or arise out or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only insofar as the untrue statement
or omission or alleged untrue statement or omission was made with respect to the
description of Registrant.

                                        2
<PAGE>
ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

ITEM 8. EXHIBITS

        The following is a list of all exhibits filed as part of this
Registration Statement.

Exhibit
  No.     Description
-------   -----------
4.1       Texoil, Inc. Amended and Restated 1996 Stock Compensation Plan 
          (filed herewith).

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

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

23.2      Consent of BDO Seidman, LLP (filed herewith).

23.3      Consent of Price Waterhouse LLP (filed herewith)

24        Powers of Attorney (included on signature page).

                                       3
<PAGE>
ITEM 9.        UNDERTAKINGS

        (a)    The undersigned registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant under the
Exchange Act.

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

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

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

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       4
<PAGE>
                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. W. Hoehn, Jr. or Ruben Medrano, and each of
them, either of whom may act without joinder of the other, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

                                          SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the date indicated
beneath the undersigned's signature.

                                 TEXOIL, INC.



                                 By: /s/ RUBEN MEDRANO
                                         Ruben Medrano,
                                         President and Chief Executive Officer

                                 Date Signed:    OCTOBER 23, 1996

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

                  SIGNATURE                  TITLE

            /s/ T. W. HOEHN, III             Director, and
              T. W. Hoehn, III               Chairman of the Board
Date Signed:     OCTOBER 28, 1996




              /s/ RUBEN MEDRANO              Director, and
                Ruben Medrano                President and Chief Executive 
Date Signed:  OCTOBER 23, 1996               Officer

                                       5
<PAGE>



                  SIGNATURE                  TITLE

             /s/ GARY J. MILAVEC             Director, and Treasurer
               Gary J. Milavec               (principal financial and accounting
Date Signed:     OCTOBER 28, 1996            officer)

            /s/ T. W. HOEHN, JR.             Director
              T. W. Hoehn, Jr.
 Date Signed:     OCTOBER 28, 1996

         /s/ JOE C. RICHARDSON, JR.          Director
           Joe C. Richardson, Jr.
Date Signed:     OCTOBER 29, 1996

            /s/ WILLIAM F. SEAGLE            Director
              William F. Seagle
Date Signed:     OCTOBER 29, 1996

           /s/ WALTER L. WILLIAMS
             Walter L. Williams
Date Signed:     OCTOBER 25, 1996            Director

                                       6
<PAGE>
                                INDEX TO EXHIBITS

Exhibit
  No.     Description
-------   -----------
4.1       Texoil, Inc. Amended and Restated 1996 Stock Compensation Plan 
          (filed herewith).

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

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

23.2      Consent of BDO Seidman, LLP (filed herewith).

23.3      Consent of Price Waterhouse LLP (filed herewith)

24        Powers of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21467}]
{"company-data": {"conformed-name": "TEXOIL INC /NV/", "cik": "0000748856", "assigned-sic": "1311", "irs-number": "880177083", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15449", "film-number": "96653588"}, "business-address": {"street1": "1600 SMITH STREET", "street2": "SUITE 4000", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7136525741"}, "mail-address": {"street1": "1600 SMITH", "street2": "STE 4000", "city": "HOUSTON", "state": "TX", "zip": "77002"}, "former-company": [{"former-conformed-name": "COMET ENTERTAINMENT INC", "date-changed": "19920703"}, {"former-conformed-name": "STAR AMUSEMENT CO INC", "date-changed": "19860915"}]}
As filed with the Securities and Exchange Commission on November 4, 1996
                                               Registration  No. 33-___________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  TEXOIL, INC.
             (Exact name of registrant as specified in its charter)

                NEVADA                                      88-0177083
     (State or Other Jurisdiction                        (I.R.S. Employer
   of Incorporation or Organization)                    Identification No.)

                          1600 SMITH STREET, SUITE 4000
                              HOUSTON, TEXAS 77002
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

         TEXOIL, INC. AMENDED AND RESTATED 1996 STOCK COMPENSATION PLAN
                            (Full Title of the Plan)

     Name, Address and Telephone                Copy of communications to:
    Number of Agent for Service:
                                                     NICK D. NICHOLAS
            RUBEN MEDRANO                            OR NORA J. DOBIN
            TEXOIL, INC.                          PORTER & HEDGES, L.L.P.
    1600 SMITH STREET, SUITE 4000            700 LOUISIANA STREET, 35TH FLOOR
        HOUSTON, TEXAS 77002                     HOUSTON, TEXAS 77002-2764
           (713) 652-5741                             (713) 226-0600

                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                          PROPOSED MAXIMUM         PROPOSED
                                            AMOUNT TO        OFFERING         MAXIMUM AGGREGATE        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED      BE REGISTERED  PRICE PER UNIT(1)    OFFERING PRICE(1)    REGISTRATION FEE(1)
Common Stock, par value $.01 per share       200,000          $1.50               $300,000               $104
=======================================================================================================================
(1)     Pursuant to Rule 457(c) and (h), the registration fee is calculated on
        the basis of the last sale price for the Common Stock on the NASDAQ
        SmallCap Market on October 31, 1996, $1.50 per share.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The contents of the following documents filed by Texoil, Inc., a Nevada
corporation (the "Company" or "Registrant"), with the Securities and Exchange
Commission ("Commission") are incorporated into this registration statement
("Registration Statement") by reference: (i) the Company's annual report on Form
10-KSB for the fiscal year ended December 31, 1995, (ii) the Company's quarterly
report on Form 10-QSB for the fiscal quarter ended March 31, 1996, (iii) the
Company's quarterly report on Form 10-QSB for the fiscal quarter ended June 30,
1996, (iv) the Company's current report on Form 8-K dated February 5, 1996, (v)
the Company's current report on Form 8-K dated April 17, 1996, (vi) the
Company's current report on Form 8-K dated September 6, 1996, and (vii) the
description of the Company's common stock, par value $.01 per share, set forth
under the caption "Description of Registrant's Securities to be Registered" in
the Company's registration statement on Form 8-A, dated February 12, 1994,
Commission File No. 1-12834, and any amendment or report filed for the purpose
of updating such description.

        All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the filing date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. The Company will provide without
charge to each participant in the Company's Amended and Restated 1996 Stock
Compensation Plan, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this Item 3.

ITEM 4.        DESCRIPTION OF SECURITIES

               Not Applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not Applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Article VII of Registrant's Amended and Restated Bylaws contains
indemnification provisions which are consistent with those contained in Section
78.751 of the General Corporation Law of Nevada ("NGCL"). Accordingly,
Registrant generally may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
Registrant or is or was serving at the request of Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding. However, with respect
to an action or suit brought to obtain a judgment in Registrant's favor, whether
by Registrant itself or derivatively by a stockholder, (i) such indemnification
is limited to expenses, including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit, and (ii) indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to Registrant or for amounts paid in settlement to Registrant, unless
and only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

        In all cases, the person seeking indemnification must have acted in good
faith and in a manner he reasonably believed to be in, or not opposed to,
Registrant's best interests. In the case of criminal actions or proceedings, the
person must also have had no reasonable cause to believe his conduct was
unlawful. The determination as to whether a person seeking indemnification has
met the required standard of conduct must be made by Registrant's stockholders,
by a majority vote of a quorum of its disinterested directors, or by independent
legal counsel in a written opinion if such a quorum does not exist or if the
disinterested directors so direct.
To the extent that a director, officer, employee or agent of Registrant
has been successful on the merits or otherwise in defending any action, suit or
proceeding for which indemnification is permissible under the NGCL, or in
defending any claim, issue or matter therein, Registrant must, under both the
NGCL and its Bylaws, indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense. As
permitted by the NGCL, Registrant's Articles of Incorporation and Bylaws require
it to advance expenses which its officers and directors incur in defending any
civil or criminal action, suit or proceeding upon receipt of an undertaking by
him or on his behalf to repay such amounts if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
Registrant.

        The NGCL and Registrant's Bylaws provide that the indemnification and
advancement of expenses authorized therein are not exclusive. Accordingly,
Registrant could provide for other indemnification of its directors and officers
acting in either or both of their official capacities or other capacities while
holding office. However, excepting advancement of expenses and court-ordered
indemnification explicitly provided for by the NGCL, the NGCL and Registrant's
Bylaws prohibit Registrant from indemnifying any director or officer if a final
adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.

        Consistent with Section 78.752 of the NGCL, Registrant's Bylaws empower
it to procure and maintain insurance or make other financial arrangements on
behalf of any person who is or was a director, officer, employee or agent of
Registrant, or at Registrant's request, of another entity, against any liability
asserted against him and liability and expenses incurred by him in such
capacity, or arising out of his status as such, regardless of whether Registrant
could indemnify him against such liability and expenses. However, financial
arrangements other than insurance cannot provide protection for a person
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable for intentional misconduct, fraud or a knowing violation
of law, except with respect to the advancement of expenses and court-ordered
indemnification. The Company maintains insurance covering its directors and
officers for liabilities which they may incur in their capacities as such.

        As permitted by Section 78.037 of the NGCL, Registrant's Articles of
Incorporation eliminate the liability of its directors and officers to
Registrant and its stockholders for damages for breach of fiduciary duty, except
for acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or for the payment of distributions in violation of Section
78.300 of the NGCL. To the extent that this provision limits the remedies of
Registrant and its stockholders to equitable remedies, it might reduce the
likelihood of derivative litigation and discourage Registrant's management or
stockholders from initiating litigation against its directors or officers for
breach of their fiduciary duties. Additionally, equitable remedies may not be
effective in many situations. If a stockholder's only remedy is to enjoin the
completion of an action, such remedy would be ineffective if the stockholder
does not become aware of a transaction or event until after it has been
completed. In such a situation, it is possible that Registrant and its
stockholders would have no effective remedy against directors or officers.

        The above discussion of the NGCL and Registrant's Articles of
Incorporation and Bylaws is not intended to be exhaustive and is qualified in
its entirety by such Articles, Bylaws and statute.

        Pursuant to that certain Agreement and Plan of Merger, dated as of
November 4, 1992, as amended (the "Agreement"), by and between Registrant, Comet
Acquisition Subsidiary, Inc. and Texoil Company, Registrant must indemnify and
hold harmless Texoil Company (which, as a result of consummation of the
transactions contemplated by the Agreement, now is a wholly-owned subsidiary of
Registrant) and each director, officer and shareholder thereof (many of whom, as
a result of consummation of the transactions contemplated by the Agreement, now
are directors, officers and shareholders of Registrant), from and against any
and all losses, claims, damages, expenses or liabilities (collectively,
"Claims"), joint or several, to which they or any of them may become subject
under the Securities Act of 1933, as amended, or any other statute or at common
law or otherwise, and generally must reimburse Texoil Company and each such
director, officer or shareholder for any legal or other expenses reasonably
incurred by them or any of them in connection with investigating or defending
any actions whether or not resulting in any liability, insofar as such Claims
result from a breach or alleged breach of the representations, warranties or
covenants contained in the Agreement, or arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Agreement, or arise out or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, but only insofar as the untrue statement
or omission or alleged untrue statement or omission was made with respect to the
description of Registrant.

                                        2
ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

ITEM 8. EXHIBITS

        The following is a list of all exhibits filed as part of this
Registration Statement.

Exhibit
  No.     Description
-------   -----------
4.1       Texoil, Inc. Amended and Restated 1996 Stock Compensation Plan 
          (filed herewith).

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

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

23.2      Consent of BDO Seidman, LLP (filed herewith).

23.3      Consent of Price Waterhouse LLP (filed herewith)

24        Powers of Attorney (included on signature page).

                                       3
ITEM 9.        UNDERTAKINGS

        (a)    The undersigned registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant under the
Exchange Act.

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

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

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

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       4
POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. W. Hoehn, Jr. or Ruben Medrano, and each of
them, either of whom may act without joinder of the other, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

                                          SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the date indicated
beneath the undersigned's signature.

                                 TEXOIL, INC.

                                 By: /s/ RUBEN MEDRANO
                                         Ruben Medrano,
                                         President and Chief Executive Officer

                                 Date Signed:    OCTOBER 23, 1996

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

                  SIGNATURE                  TITLE

            /s/ T. W. HOEHN, III             Director, and
              T. W. Hoehn, III               Chairman of the Board
Date Signed:     OCTOBER 28, 1996

              /s/ RUBEN MEDRANO              Director, and
                Ruben Medrano                President and Chief Executive 
Date Signed:  OCTOBER 23, 1996               Officer

                                       5
SIGNATURE                  TITLE

             /s/ GARY J. MILAVEC             Director, and Treasurer
               Gary J. Milavec               (principal financial and accounting
Date Signed:     OCTOBER 28, 1996            officer)

            /s/ T. W. HOEHN, JR.             Director
              T. W. Hoehn, Jr.
 Date Signed:     OCTOBER 28, 1996

         /s/ JOE C. RICHARDSON, JR.          Director
           Joe C. Richardson, Jr.
Date Signed:     OCTOBER 29, 1996

            /s/ WILLIAM F. SEAGLE            Director
              William F. Seagle
Date Signed:     OCTOBER 29, 1996

           /s/ WALTER L. WILLIAMS
             Walter L. Williams
Date Signed:     OCTOBER 25, 1996            Director

                                       6
INDEX TO EXHIBITS

Exhibit
  No.     Description
-------   -----------
4.1       Texoil, Inc. Amended and Restated 1996 Stock Compensation Plan 
          (filed herewith).

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

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

23.2      Consent of BDO Seidman, LLP (filed herewith).

23.3      Consent of Price Waterhouse LLP (filed herewith)

24        Powers of Attorney (included on signature page).