AS FILED:  JANUARY 29, 1997                     SEC FILE NO.


                    U.S. SECURITIES AND EXCHANGE COMMISSION


                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-8

                        UNDER THE SECURITIES ACT OF 1933


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


         NEVADA                                 87-0504461
(State or other jurisdiction of               (IRS Employer
incorporation or organization)             Identification No.)



3006 SOUTH HIGHLAND DRIVE
  SALT LAKE CITY, UTAH                            84106
(Address of Principal Executive Offices)       (Zip Code)


                   NON-QUALIFIED STOCK OPTION
                    (Full title of the plan)

DAVID N. PIERCE, 3006 SOUTH HIGHLAND DRIVE, SALT LAKE CITY, UTAH 84106
            (Name and address of agent for service))

                         (801) 486-5555
  (Telephone number, including area code, of agent for service)



                 CALCULATION OF REGISTRATION FEE


                                 Proposed    Proposed
                                  maximum    maximum
Title of securities  Amount to   offering   aggregate
 to be registered       be       price per   offering     Amount of
                    registered   share(1)     price          fee

Common Stock, par     50,000       $1.50     $75,000        $100
value $0.001

(1)     Pursuant to rule 457(h) of the Securities Act of 1993, the proposed
        maximum offering price per share for the purpose of calculating the
        registration fee is the exercise price per share of the options.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                    INCORPORATION OF DOCUMENTS BY REFERENCE


     The following documents filed with the Securities and Exchange Commission
(the "Commission") by FX Energy, Inc., a Nevada corporation (the "Company"),
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or the Securities Act of 1933, as amended (the "Securities Act"), are
hereby incorporated by reference in this Prospectus:

          (1)  The definitive prospectus filed pursuant to Rule 424(b) of the
     Securities Act, included in the Registration Statement on Form S-1,
     Commission File No. 333-05583, as declared effective August 1, 1996;

          (2)  The annual report of the Company on form 10-KSB for the year
     ended December 31, 1995;

          (3)  The quarterly reports of the Company on form 10-QSB for the
     quarters ended March 31, June 30, and September 30, 1996;

          (4)  The current reports on Form 8-K dated May 3, May 21, October 1,
     October 9, November 21, and December 20, 1996;

          (5)  The Proxy Statement related to the 1996 annual meeting of the
     Company's stockholders; and

          (6)  The description of the Common Stock of the Company contained in
     its registration statement on form 8-A, file no. 0-25386, as declared
     effective March 30, 1995, incorporating by reference from the section
     entitled "Description of Securities" contained on page 55 of  the Company's
     registration statement on Form SB-2, Commission file no. 33-88354-D,
     declared effective March 30, 1995.

     All documents filed by the Company pursuant to sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act after the 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 hereby have been sold, or which   
deregisters all such securities 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.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The following is a brief summary of certain indemnification provisions of
the Company's articles of incorporation and the general corporation law of the
state of Nevada.  This summary is qualified in its entirety by reference to the
text thereof.

     The articles of incorporation of the Company limit or eliminate the
personal liability of directors for damages for breaches of their fiduciary
duty, unless the director has engaged in intentional misconduct, fraud, or a
knowing violation of law, or paid a dividend in violation of the Nevada Revised
Statutes.

     The Company's articles of incorporation further provide for the
indemnification of officers and directors for certain civil liabilities,
including liabilities arising under the Securities Act.  In the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1934, and is, therefore,
unenforceable.

                                    EXHIBITS


            SEC
Exhibit  Reference
  No.       No.              Description              Location
----------------------------------------------------------------------
 4.01        4      Specimen certificate for       Incorporated
                    Common Stock                    by
                                                    reference(1)

 5.01        5      Letter opinion, including      This Filing
                    consent, of Kruse, Landa &
                    Maycock, L.L.C., regarding
                    legality of Common Stock to
                    be issued pursuant to the
                    Registration Statement.

 23.01      23      Consent of Coopers & Lybrand   This Filing
                    L.L.P., independent
                    accountants

 23.02      23      Consent of Barker & Folsom,    This Filing
                    previous auditors for the
                    Company

 23.03      23      Consent of Kruse, Landa &      See Item 5
                    Maycock, L.L.C., counsel for    above
                    the Company

 23.04      23      Consent of Larry D. Krause,    This Filing
                    Petroleum Engineer

 23.05      23      Consent of Halliburton Energy  This Filing
                    Services, experts in well log
                    interpretation

 24.01      24      Powers of Attorney             See signature
                                                    page to
                                                    Registration
                                                    Statement

(1)     Incorporated by reference from the Company's registration statement
        on form SB-2, SEC file number 33-88354-D.



                                  UNDERTAKINGS
REGULATION S-K

     POST-EFFECTIVE AMENDMENTS [ITEM 512(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 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.

     FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE [ITEM
512 (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 (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to section 15(a) 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.

     FILING OF REGISTRATION STATEMENT ON FORM S-8 [ITEM 512(H)]

     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 act and will be governed by the final
adjudication of such issue.


                                   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 Salt Lake, state of Utah, on the 29th day of January,
1997.
                              FX ENERGY, INC.

                              By /s/ David N. Pierce, President and Chief
                              Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David N. Pierce and/or Andrew W. Pierce, and each
of them, with power of substitution, as his attorney-in-fact for him, in all
capacities, to sign any amendments to this Registration Statement and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact or his substitutes may 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 below by the following persons in
the capacities indicated on this 29th day of January, 1997.


/s/ David N. Pierce
    Director and President
    (Principal Executive and
    Financial Officer)


/s/ Andrew W. Pierce
    Director, Vice-President and
    Secretary (Principal Operating
    Officer)


/s/ Scott J. Duncan
    Director



Thomas B. Lovejoy
    Director



Peter L. Raven
    Director


/s/ Jerzy B. Maciolek
    Director



Jay W. Decker
    Director
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{"company-data": {"conformed-name": "FX ENERGY INC", "cik": "0000907649", "assigned-sic": "1382", "irs-number": "870504461", "state-of-incorporation": "NV"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20641", "film-number": "97513544"}, "business-address": {"street1": "3006 HIGHLAND DR", "street2": "STE 206", "city": "SALT LAKE CITY", "state": "UT", "zip": "84106", "phone": "8014865555"}, "mail-address": {"street1": "3006 HIGHLAND DR", "street2": "STE 206", "city": "SALT LAKE CITY", "state": "UT", "zip": "84106"}, "former-company": {"former-conformed-name": "FRONTIER OIL EXPLORATION CO", "date-changed": "19940223"}}
AS FILED:  JANUARY 29, 1997                     SEC FILE NO.

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                             REGISTRATION STATEMENT
                                       ON
                                    FORM S-8

                        UNDER THE SECURITIES ACT OF 1933

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

         NEVADA                                 87-0504461
(State or other jurisdiction of               (IRS Employer
incorporation or organization)             Identification No.)

3006 SOUTH HIGHLAND DRIVE
  SALT LAKE CITY, UTAH                            84106
(Address of Principal Executive Offices)       (Zip Code)

                   NON-QUALIFIED STOCK OPTION
                    (Full title of the plan)

DAVID N. PIERCE, 3006 SOUTH HIGHLAND DRIVE, SALT LAKE CITY, UTAH 84106
            (Name and address of agent for service))

                         (801) 486-5555
  (Telephone number, including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE

                                 Proposed    Proposed
                                  maximum    maximum
Title of securities  Amount to   offering   aggregate
 to be registered       be       price per   offering     Amount of
                    registered   share(1)     price          fee

Common Stock, par     50,000       $1.50     $75,000        $100
value $0.001

(1)     Pursuant to rule 457(h) of the Securities Act of 1993, the proposed
        maximum offering price per share for the purpose of calculating the
        registration fee is the exercise price per share of the options.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                    INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by FX Energy, Inc., a Nevada corporation (the "Company"),
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or the Securities Act of 1933, as amended (the "Securities Act"), are
hereby incorporated by reference in this Prospectus:

          (1)  The definitive prospectus filed pursuant to Rule 424(b) of the
     Securities Act, included in the Registration Statement on Form S-1,
     Commission File No. 333-05583, as declared effective August 1, 1996;

          (2)  The annual report of the Company on form 10-KSB for the year
     ended December 31, 1995;

          (3)  The quarterly reports of the Company on form 10-QSB for the
     quarters ended March 31, June 30, and September 30, 1996;

          (4)  The current reports on Form 8-K dated May 3, May 21, October 1,
     October 9, November 21, and December 20, 1996;

          (5)  The Proxy Statement related to the 1996 annual meeting of the
     Company's stockholders; and

          (6)  The description of the Common Stock of the Company contained in
     its registration statement on form 8-A, file no. 0-25386, as declared
     effective March 30, 1995, incorporating by reference from the section
     entitled "Description of Securities" contained on page 55 of  the Company's
     registration statement on Form SB-2, Commission file no. 33-88354-D,
     declared effective March 30, 1995.

     All documents filed by the Company pursuant to sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act after the 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 hereby have been sold, or which   
deregisters all such securities 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.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The following is a brief summary of certain indemnification provisions of
the Company's articles of incorporation and the general corporation law of the
state of Nevada.  This summary is qualified in its entirety by reference to the
text thereof.

     The articles of incorporation of the Company limit or eliminate the
personal liability of directors for damages for breaches of their fiduciary
duty, unless the director has engaged in intentional misconduct, fraud, or a
knowing violation of law, or paid a dividend in violation of the Nevada Revised
Statutes.

     The Company's articles of incorporation further provide for the
indemnification of officers and directors for certain civil liabilities,
including liabilities arising under the Securities Act.  In the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1934, and is, therefore,
unenforceable.

                                    EXHIBITS

            SEC
Exhibit  Reference
  No.       No.              Description              Location
----------------------------------------------------------------------
 4.01        4      Specimen certificate for       Incorporated
                    Common Stock                    by
                                                    reference(1)

 5.01        5      Letter opinion, including      This Filing
                    consent, of Kruse, Landa &
                    Maycock, L.L.C., regarding
                    legality of Common Stock to
                    be issued pursuant to the
                    Registration Statement.

 23.01      23      Consent of Coopers & Lybrand   This Filing
                    L.L.P., independent
                    accountants

 23.02      23      Consent of Barker & Folsom,    This Filing
                    previous auditors for the
                    Company

 23.03      23      Consent of Kruse, Landa &      See Item 5
                    Maycock, L.L.C., counsel for    above
                    the Company

 23.04      23      Consent of Larry D. Krause,    This Filing
                    Petroleum Engineer

 23.05      23      Consent of Halliburton Energy  This Filing
                    Services, experts in well log
                    interpretation

 24.01      24      Powers of Attorney             See signature
                                                    page to
                                                    Registration
                                                    Statement

(1)     Incorporated by reference from the Company's registration statement
        on form SB-2, SEC file number 33-88354-D.

                                  UNDERTAKINGS
REGULATION S-K

     POST-EFFECTIVE AMENDMENTS [ITEM 512(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 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.

     FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE [ITEM
512 (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 (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to section 15(a) 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.

     FILING OF REGISTRATION STATEMENT ON FORM S-8 [ITEM 512(H)]

     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 act and will be governed by the final
adjudication of such issue.

                                   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 Salt Lake, state of Utah, on the 29th day of January,
1997.
                              FX ENERGY, INC.

                              By /s/ David N. Pierce, President and Chief
                              Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David N. Pierce and/or Andrew W. Pierce, and each
of them, with power of substitution, as his attorney-in-fact for him, in all
capacities, to sign any amendments to this Registration Statement and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact or his substitutes may 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 below by the following persons in
the capacities indicated on this 29th day of January, 1997.

/s/ David N. Pierce
    Director and President
    (Principal Executive and
    Financial Officer)

/s/ Andrew W. Pierce
    Director, Vice-President and
    Secretary (Principal Operating
    Officer)

/s/ Scott J. Duncan
    Director

Thomas B. Lovejoy
    Director

Peter L. Raven
    Director

/s/ Jerzy B. Maciolek
    Director

Jay W. Decker
    Director