SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549





                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                               EVANS SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                      Texas
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   74-1613155
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

                    720 Avenue F North, Bay City, Texas 77404
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                          CONSULTANT WARRANT AGREEMENT
--------------------------------------------------------------------------------
                            (Full title of the plan)

                              JERRIEL L. EVANS, SR.
                                    President
              Mailing Address: P.O. Box 2480, Bay City, Texas 77404
          Physical Address: 720 Avenue F. North, Bay City, Texas 77414
                     (Name and address of agent for service)

                                 (409) 245-2424
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                            Robert H. Friedman, Esq.
                     Olshan Grundman Frome & Rosenzweig LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200

<PAGE>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
                                                  Proposed          Proposed
          Title of                                maximum           maximum
         securities            Amount             offering         aggregate               Amount of
            to be              to be             price per          offering             registration
         registered          registered            share             price                    fee
------------------------------------------------------------------------------------------------------------
<S>                      <C>                       <C>                    <C>                       <C>
Common Stock,
$.01 par value
per share                100,000 Shares(1)         $1.00 (1)              $100,000                  $29.50
============================================================================================================
</TABLE>

(1)      This  registration  statement is being filed to register 100,000 shares
         of Common  Stock  issuable  by the  Registrant  upon the  exercise of a
         warrant issued to a consultant at an exercise price of $1.00 per share.
         Pursuant to Rule 416  promulgated  under the Securities Act of 1933, as
         amended (the "Act"),  this  Registration  Statement also registers such
         number of  additional  shares of Common  Stock  that may be  offered or
         issued pursuant to the warrant agreement to prevent dilution  resulting
         from stock splits, stock dividends or similar transactions.

                                       -2-

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         The information called for by Part I of this Registration  Statement on
Form S-8 (the "Registration  Statement") is included in the information relating
to the plan to be provided to the consultant.  Pursuant to the Note to Part I of
Form  S-8,  this  information  is not  being  filed  with  or  included  in this
Registration  Statement.  A Section  10(a)  prospectus  will be  provided to the
consultant  prior  to  receipt  of  shares  of  Common  Stock  covered  by  this
registration  statement,  in accordance with Rule 428(b)(1) under the Securities
Act.



<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The  following  documents  filed by Evans  Systems,  Inc. (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:

                  1. The  Company's  Annual  Report on Form 10-K for the  fiscal
year ended September 30, 1997.

                  2.  The  Company's  Quarterly  Reports  on Form  10-Q  for the
quarters ended December 31, 1997, and March 31, 1998, as amended.

                  3. The  description  of the Company's  Common Stock,  $.01 par
value (the "Common Stock"), in the Company's  Registration Statement on Form 8-A
filed on July 15, 1993.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended,  after
the effective date of this  registration  statement and prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

                  None.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article  Ten of the  Company's  Articles  of  Incorporation  eliminates
personal liability of the Company's directors to the Company or its shareholders
for  monetary  damages  or any  action  taken  or  omitted  to be  taken  in the
performance of his duties to the fullest extent permitted under Texas law.

         Section  2.02-1 of the  Texas  Business  Corporation  Act  provides  as
follows:

         B.       A  corporation  may  indemnify  a person  who was,  is,  or is
threatened to be made a named  defendant or  respondent in a proceeding  because
the person is or was a director only if it is

                                      II-1

<PAGE>
determined in accordance with Section F of this article that the person:

         (1)      conducted himself in good faith;

         (2)      reasonably believed:

                  (a)      in the case of conduct in his official  capacity as a
                           director of the corporation,  that his conduct was in
                           the corporation's best interests; and

                  (b)      in all other cases, that his conduct was at least not
                           opposed to the corporation's best interests; and

         (3) in the case of any criminal proceeding,  had no reasonable cause to
believe his conduct was unlawful.

         C.  Except to the  extent  permitted  by section E of this  article,  a
director may not be indemnified  under Section B of this article in respect of a
proceeding:

         (1) in which the  person is found  liable  on the basis  that  personal
benefit was improperly received by him, whether or not the benefit resulted from
an action taken in the person's official capacity; or

         (2) in which the person is found liable to the corporation.

         D. The termination of a proceeding by judgment,  order, settlement,  or
conviction,  or on a plea of nolo  contendere or its equivalent is not of itself
determinative that the person did not meet the requirements set forth in Section
B of this article. A person shall be deemed to have been found liable in respect
of any claim,  issue or matter only after the person shall have been so adjudged
by a court of competent jurisdiction after exhaustion of all appeals therefrom.

         E. A person may be indemnified  under Section B of this article against
judgments,  penalties (including excise and similar taxes), fines,  settlements,
and reasonable  expenses  actually incurred by the person in connection with the
proceeding,  but if the person is found  liable to the  corporation  or is found
liable on the basis that personal benefit was improperly received by the person,
the  indemnification  (1) is limited to reasonable expenses actually incurred by
the  person  in  connection  with the  proceeding  and (2)  shall not be made in
respect of any  proceeding  in which the person shall have been found liable for
willful  or  intentional  misconduct  in  the  performance  of his  duty  to the
corporation.

         F. A determination of  indemnification  under Section B of this article
must be made:

                                      II-2

<PAGE>
         (1)      by a majority vote of a quorum  consisting of directors who at
                  the time of the vote are not named  defendants or  respondents
                  in the proceeding;

         (2)      if such a quorum  cannot be obtained,  by a majority vote of a
                  committee of the board of directors,  designated to act in the
                  matter by a majority vote of all directors,  consisting solely
                  of two or more  directors  who at the time of the vote are not
                  named defendants or respondents in the proceeding;

         (3)      by special legal counsel selected by the board of directors or
                  a  committee  of the board by vote as set forth in  Subsection
                  (1) or (2) of this  section,  or,  if such a quorum  cannot be
                  obtained  and such a  committee  cannot be  established,  by a
                  majority vote of all directors; or

         (4)      by the shareholders in a vote that excludes the shares held by
                  directors  who are  named  defendants  or  respondents  in the
                  proceeding.

         G.   Authorization   of   indemnification   and   determination  as  to
reasonableness  of expenses must be made in the same manner as the determination
that  indemnification  is  permissible,  except that if the  determination  that
indemnification  is permissible is made by special legal counsel,  authorization
of  indemnification  and  determination as to reasonableness of expenses must be
made in the manner  specified by Subsection (3) of Section F of this article for
the selection of special legal counsel. A provision contained in the articles of
incorporation,  the bylaws,  a resolution of  shareholders  or directors,  or an
agreement that makes mandatory the indemnification  permitted under Section B of
this article shall be deemed to constitute  authorization of  indemnification in
the manner required by this section even though such provision may not have been
adopted  or   authorized   in  the  same  manner  as  the   determination   that
indemnification is permissible.

         H. A corporation shall indemnify a director against reasonable expenses
incurred by him in connection with a proceeding in which he is a named defendant
or respondent  because he is or was a director if he has been wholly successful,
on the merits or otherwise, in the defense of the proceeding.

         I. If, in a suit for the indemnification  required by Section H of this
article,  a court of  competent  jurisdiction  determines  that the  director is
entitled  to  indemnification   under  that  section,   the  court  shall  order
indemnification  and  shall  award to the  director  the  expenses  incurred  in
securing the indemnification.

         J.       If,  upon  application  of a  director,  a court of  competent
jurisdiction determines, after giving any notice the court

                                      II-3

<PAGE>
considers  necessary,  that the  director is fairly and  reasonably  entitled to
indemnification in view of all the relevant circumstances, whether or not he has
met the  requirements  set forth in Section B of this  article or has been found
liable in the  circumstances  described by Section C of this article,  the court
may order the indemnification that the court determines is proper and equitable;
but if the person is found liable to the  corporation  or is found liable on the
basis  that  personal  benefit  was  improperly  received  by  the  person,  the
indemnification shall be limited to reasonable expenses actually incurred by the
person in connection with the proceeding.

         K.  Reasonable  expenses  incurred  by a  director  who was,  is, or is
threatened to be made a named  defendant or  respondent  in a proceeding  may be
paid or reimbursed by the  corporation,  in advance of the final  disposition of
the  proceeding  and without the  determination  specified  in Section F of this
article or the  authorization  or  determination  specified in Section G of this
article, after the corporation receives a written affirmation by the director of
his good faith  belief  that he has met the  standard of conduct  necessary  for
indemnification  under this article and a written undertaking by or on behalf of
the  director  to  repay  the  amount  paid or  reimbursed  if it is  ultimately
determined  that he has not met that standard or if it is ultimately  determined
that  indemnification  of  the  director  against  expenses  incurred  by him in
connection  with that  proceeding is prohibited by Section E of this article.  A
provision  contained in the articles of incorporation,  the bylaws, a resolution
of shareholders  or directors,  or an agreement that makes mandatory the payment
or  reimbursement  permitted  under this section  shall be deemed to  constitute
authorization of that payment or reimbursement.

         L. The written  undertaking  required by Section K of this article must
be an unlimited general  obligation of the director but need not be secured.  It
may be accepted without reference to financial ability to make repayment.

         M. A provision for a corporation to indemnify or to advance expenses to
a  director  who was,  is,  or is  threatened  to be made a named  defendant  or
respondent in a proceeding,  whether contained in the articles of incorporation,
the bylaws,  a  resolution  of  shareholders  or  directors,  an  agreement,  or
otherwise, except in accordance with Section R of this article, is valid only to
the extent it is  consistent  with this  article as limited by the  articles  of
incorporation, if such a limitation exists.

         N.  Notwithstanding  any other provision of this article, a corporation
may pay or  reimburse  expenses  incurred by a director in  connection  with his
appearance as a witness or other participation in a proceeding at a time when he
is not a named defendant or respondent in the proceeding.


                                      II-4

<PAGE>
         O. An officer of the  corporation  shall be indemnified  as, and to the
same extent, provided by Sections H, I, and J of this article for a director and
is entitled to seek indemnification under those sections to the same extent as a
director.  A  corporation  may  indemnify  and  advance  expenses to an officer,
employee,  or agent of the  corporation to the same extent that it may indemnify
and advance expenses to directors under this article.

         P. A corporation may indemnify and advance  expenses to persons who are
not or were not officers, employees, or agents of the corporation but who are or
were serving at the request of the corporation as a director,  officer, partner,
venturer,  proprietor,  trustee,  employee,  agent,  or similar  functionary  of
another  foreign or  domestic  corporation,  partnership,  joint  venture,  sole
proprietorship,  trust,  employee  benefit plan, or other enterprise to the same
extent that it may  indemnify  and  advance  expenses  to  directors  under this
article.

         Q. A  corporation  may  indemnify  and advance  expenses to an officer,
employee,  agent,  or person  identified in Section P of this article and who is
not a director to such further  extent,  consistent with law, as may be provided
by its  articles of  incorporation,  bylaws,  general or specific  action of its
board of directors, or contract or as permitted or required by common law.

         R. A  corporation  may  purchase  and  maintain  insurance  or  another
arrangement on behalf of any person who is or was a director, officer, employee,
or agent of the  corporation  or who is or was  serving  at the  request  of the
corporation as a director,  officer,  partner,  venturer,  proprietor,  trustee,
employee,   agent,  or  similar  functionary  of  another  foreign  or  domestic
corporation,  partnership,  joint venture, sole proprietorship,  trust, employee
benefit plan, or any other  enterprise,  against any liability  asserted against
him and  incurred by him in such a capacity or arising out of his status as such
a person,  whether or not the corporation  would have the power to indemnify him
against that liability under this article. If the insurance or other arrangement
is with a person or entity  that is not  regularly  engaged in the  business  of
providing  insurance  coverage,  the  insurance or  arrangement  may provide for
payment of a liability with respect to which the corporation  would not have the
power to indemnify the person only if coverage for the additional  liability has
been approved by the shareholders of the corporation. Without limiting the power
of the  corporation  to  procure  or  maintain  any kind of  insurance  or other
arrangement,  a corporation  may, for the benefit of persons  indemnified by the
corporation,  (1) create a trust fund; (2) establish any form of self-insurance;
(3) secure its  indemnity  obligation  by grant of a security  interest or other
lien on the  assets of the  corporation;  or (4)  establish  a letter of credit,
guaranty,  or surety  arrangement.  The  insurance or other  arrangement  may be
procured,  maintained, or established within the corporation or with any insurer
or other person deemed appropriate

                                      II-5

<PAGE>
by the board of  directors  regardless  of  whether  all or part of the stock or
other  securities  of the insurer or other  person are owned in whole or part by
the corporation. In the absence of fraud, the judgment of the board of directors
as to the terms and  conditions  of the insurance or other  arrangement  and the
identity of the insurer or other person participating in an arrangement shall be
conclusive  and the  insurance  or  arrangement  to  liability,  on any  ground,
regardless of whether directors  participating in the approval are beneficiaries
of the insurance or arrangement.

         S. Any  indemnification  of or advance  of  expenses  to a director  in
accordance  with this article  shall be reported in writing to the  shareholders
with or before the notice or waiver of notice of the next shareholders'  meeting
or with or before the next  submission  to  shareholders  of a consent to action
without a meeting  pursuant to Section A, Article  9.10, of this Act and, in any
case,  within  the  12-month  period  immediately  following  the  date  of  the
indemnification or advance.

         T. For  purposes of this  article,  the  corporation  is deemed to have
requested a director to serve an employee  benefit plan whenever the performance
by him of his duties to the  corporation  also  imposes  duties on or  otherwise
involves  services by him to the plan or  participants or  beneficiaries  of the
plan.  Excise taxes  assessed on a director with respect to an employee  benefit
plan pursuant to applicable law are deemed fines. Action taken or omitted by him
with respect to an employee  benefit plan in the performance of his duties for a
purpose reasonably believed by him to be in the interest of the participants and
beneficiaries  of the plan is deemed to be for a purpose which is not opposed to
the best interests of the corporation.

         U. The  articles of  incorporation  of a  corporation  may restrict the
circumstances  under which the corporation is required or permitted to indemnify
a person under Section H, I, J, O, P, or Q of this article.

         See  Item  9  below  for  information  regarding  the  position  of the
Commission  with respect to the effect of any  indemnification  for  liabilities
arising  under the  Securities  Act of 1933,  as amended.  The Company  does not
maintain a directors and officers insurance policy.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.


                                      II-6

<PAGE>
ITEM 8.           EXHIBITS

                  EXHIBIT INDEX

EXHIBIT

         4.1               Form of Common  Stock  Certificate  (incorporated  by
                           reference to the Company's  Registration Statement on
                           Form S-1, as amended,  filed with the  Commission  on
                           July 16, 1993 (Commission File No. 33-62684).

      *  4.2               Form of Common Stock  Purchase  Warrant,  as amended,
                           issued to a consultant, Diane Johnson.

      *  5.1               Opinion of Olshan Grundman Frome & Rosenzweig LLP.

      * 23.1               Consent of Pricewaterhouse Coopers LLP.

      * 23.2               Consent of Olshan Grundman Frome & Rosenzweig LLP
                           (included in Exhibit 5.1).

     *  24.1               Power of Attorney  (included on the signature page of
                           this Registration Statement).

--------------------
*        Filed herewith


                                      II-7

<PAGE>
ITEM 9.           UNDERTAKINGS

                  The undersigned registrant hereby undertakes:

                           a.     To file,  during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:

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

                           (ii)   To  reflect  in the  prospectus  any  facts or
                                  events arising after the effective date of the
                                  Registration  Statement  (or the  most  recent
                                  post-effective   amendment   thereof)   which,
                                  individually or in the aggregate,  represent a
                                  fundamental  change  in  the  information  set
                                  forth in the Registration Statement;

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

                           provided, however, that paragraphs (i) and (ii) above
                           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 pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement.

                           b.     That,  for  the  purpose  of  determining  any
liability under the Securities Act of 1933, 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.

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

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities Exchange Act of

                                      II-8

<PAGE>
1934) 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.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 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 Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  each such  liabilities  (other than the payment by the
registrant  of expenses  incurred or paid by a trustee,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted  by such  trustee,  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.

                                      II-9

<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Bay City,  State of Texas,  on this 30th day of July,
1998.

                                  EVANS SYSTEMS, INC.
                                        (Registrant)

                                  By: /S/ JERRIEL L. EVANS, SR.
                                      -----------------------------
                                       Jerriel L. Evans, Sr.
                                       Chairman of the Board and
                                       Chief Executive Officer

                                POWER OF ATTORNEY

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

         SIGNATURE                   TITLE                             DATE
         ---------                   -----                             ----

/S/ JERRIEL L. EVANS, SR.      Chairman of the Board and           July 30, 1998
----------------------------   Chief Executive Officer
Jerriel L. Evans, Sr.          (principal executive
                               officer)

/S/ DAVID L. DEERMAN           Vice-Chairman of the Board          July 30, 1998
----------------------------
David L. Deerman

/S/ CHARLES N. WAY             Director & Controller               July 30, 1998
----------------------------
Charles N. Way

/S/ MAYBELL H. EVANS           Director                            July 30, 1998
----------------------------
Maybell H. Evans

/S/ DARLENE E. JONES           Director                            July 30, 1998
----------------------------
Darlene E. Jones

/S/ JULIE H. EDWARDS           Director                            July 30, 1998
----------------------------
Julie H. Edwards

/S/ PETER J. LASAVIO           Director                            July 30, 1998
----------------------------
Peter J. Lasavio, Jr.

/S/ CARL W. SHAFER             Director                            July 30, 1998
----------------------------
Carl W. Shafer

/S/ RICHARD GOEGGEL            Chief Financial Officer             July 30, 1998
----------------------------   (principal financial and
Richard Goeggel                accounting officer)

                                      II-10
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               EVANS SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                      Texas
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   74-1613155
--------------------------------------------------------------------------------
                      (I.R.S. employer identification no.)

                    720 Avenue F North, Bay City, Texas 77404
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                          CONSULTANT WARRANT AGREEMENT
--------------------------------------------------------------------------------
                            (Full title of the plan)

                              JERRIEL L. EVANS, SR.
                                    President
              Mailing Address: P.O. Box 2480, Bay City, Texas 77404
          Physical Address: 720 Avenue F. North, Bay City, Texas 77414
                     (Name and address of agent for service)

                                 (409) 245-2424
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                            Robert H. Friedman, Esq.
                     Olshan Grundman Frome & Rosenzweig LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
                                                  Proposed          Proposed
          Title of                                maximum           maximum
         securities            Amount             offering         aggregate               Amount of
            to be              to be             price per          offering             registration
         registered          registered            share             price                    fee
------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value
per share                100,000 Shares(1)         $1.00 (1)              $100,000                  $29.50
============================================================================================================
(1)      This  registration  statement is being filed to register 100,000 shares
         of Common  Stock  issuable  by the  Registrant  upon the  exercise of a
         warrant issued to a consultant at an exercise price of $1.00 per share.
         Pursuant to Rule 416  promulgated  under the Securities Act of 1933, as
         amended (the "Act"),  this  Registration  Statement also registers such
         number of  additional  shares of Common  Stock  that may be  offered or
         issued pursuant to the warrant agreement to prevent dilution  resulting
         from stock splits, stock dividends or similar transactions.

                                       -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         The information called for by Part I of this Registration  Statement on
Form S-8 (the "Registration  Statement") is included in the information relating
to the plan to be provided to the consultant.  Pursuant to the Note to Part I of
Form  S-8,  this  information  is not  being  filed  with  or  included  in this
Registration  Statement.  A Section  10(a)  prospectus  will be  provided to the
consultant  prior  to  receipt  of  shares  of  Common  Stock  covered  by  this
registration  statement,  in accordance with Rule 428(b)(1) under the Securities
Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The  following  documents  filed by Evans  Systems,  Inc. (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:

                  1. The  Company's  Annual  Report on Form 10-K for the  fiscal
year ended September 30, 1997.

                  2.  The  Company's  Quarterly  Reports  on Form  10-Q  for the
quarters ended December 31, 1997, and March 31, 1998, as amended.

                  3. The  description  of the Company's  Common Stock,  $.01 par
value (the "Common Stock"), in the Company's  Registration Statement on Form 8-A
filed on July 15, 1993.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended,  after
the effective date of this  registration  statement and prior to the filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

                  None.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article  Ten of the  Company's  Articles  of  Incorporation  eliminates
personal liability of the Company's directors to the Company or its shareholders
for  monetary  damages  or any  action  taken  or  omitted  to be  taken  in the
performance of his duties to the fullest extent permitted under Texas law.

         Section  2.02-1 of the  Texas  Business  Corporation  Act  provides  as
follows:

         B.       A  corporation  may  indemnify  a person  who was,  is,  or is
threatened to be made a named  defendant or  respondent in a proceeding  because
the person is or was a director only if it is

                                      II-1
determined in accordance with Section F of this article that the person:

         (1)      conducted himself in good faith;

         (2)      reasonably believed:

                  (a)      in the case of conduct in his official  capacity as a
                           director of the corporation,  that his conduct was in
                           the corporation's best interests; and

                  (b)      in all other cases, that his conduct was at least not
                           opposed to the corporation's best interests; and

         (3) in the case of any criminal proceeding,  had no reasonable cause to
believe his conduct was unlawful.

         C.  Except to the  extent  permitted  by section E of this  article,  a
director may not be indemnified  under Section B of this article in respect of a
proceeding:

         (1) in which the  person is found  liable  on the basis  that  personal
benefit was improperly received by him, whether or not the benefit resulted from
an action taken in the person's official capacity; or

         (2) in which the person is found liable to the corporation.

         D. The termination of a proceeding by judgment,  order, settlement,  or
conviction,  or on a plea of nolo  contendere or its equivalent is not of itself
determinative that the person did not meet the requirements set forth in Section
B of this article. A person shall be deemed to have been found liable in respect
of any claim,  issue or matter only after the person shall have been so adjudged
by a court of competent jurisdiction after exhaustion of all appeals therefrom.

         E. A person may be indemnified  under Section B of this article against
judgments,  penalties (including excise and similar taxes), fines,  settlements,
and reasonable  expenses  actually incurred by the person in connection with the
proceeding,  but if the person is found  liable to the  corporation  or is found
liable on the basis that personal benefit was improperly received by the person,
the  indemnification  (1) is limited to reasonable expenses actually incurred by
the  person  in  connection  with the  proceeding  and (2)  shall not be made in
respect of any  proceeding  in which the person shall have been found liable for
willful  or  intentional  misconduct  in  the  performance  of his  duty  to the
corporation.

         F. A determination of  indemnification  under Section B of this article
must be made:

                                      II-2
(1)      by a majority vote of a quorum  consisting of directors who at
                  the time of the vote are not named  defendants or  respondents
                  in the proceeding;

         (2)      if such a quorum  cannot be obtained,  by a majority vote of a
                  committee of the board of directors,  designated to act in the
                  matter by a majority vote of all directors,  consisting solely
                  of two or more  directors  who at the time of the vote are not
                  named defendants or respondents in the proceeding;

         (3)      by special legal counsel selected by the board of directors or
                  a  committee  of the board by vote as set forth in  Subsection
                  (1) or (2) of this  section,  or,  if such a quorum  cannot be
                  obtained  and such a  committee  cannot be  established,  by a
                  majority vote of all directors; or

         (4)      by the shareholders in a vote that excludes the shares held by
                  directors  who are  named  defendants  or  respondents  in the
                  proceeding.

         G.   Authorization   of   indemnification   and   determination  as  to
reasonableness  of expenses must be made in the same manner as the determination
that  indemnification  is  permissible,  except that if the  determination  that
indemnification  is permissible is made by special legal counsel,  authorization
of  indemnification  and  determination as to reasonableness of expenses must be
made in the manner  specified by Subsection (3) of Section F of this article for
the selection of special legal counsel. A provision contained in the articles of
incorporation,  the bylaws,  a resolution of  shareholders  or directors,  or an
agreement that makes mandatory the indemnification  permitted under Section B of
this article shall be deemed to constitute  authorization of  indemnification in
the manner required by this section even though such provision may not have been
adopted  or   authorized   in  the  same  manner  as  the   determination   that
indemnification is permissible.

         H. A corporation shall indemnify a director against reasonable expenses
incurred by him in connection with a proceeding in which he is a named defendant
or respondent  because he is or was a director if he has been wholly successful,
on the merits or otherwise, in the defense of the proceeding.

         I. If, in a suit for the indemnification  required by Section H of this
article,  a court of  competent  jurisdiction  determines  that the  director is
entitled  to  indemnification   under  that  section,   the  court  shall  order
indemnification  and  shall  award to the  director  the  expenses  incurred  in
securing the indemnification.

         J.       If,  upon  application  of a  director,  a court of  competent
jurisdiction determines, after giving any notice the court

                                      II-3
considers  necessary,  that the  director is fairly and  reasonably  entitled to
indemnification in view of all the relevant circumstances, whether or not he has
met the  requirements  set forth in Section B of this  article or has been found
liable in the  circumstances  described by Section C of this article,  the court
may order the indemnification that the court determines is proper and equitable;
but if the person is found liable to the  corporation  or is found liable on the
basis  that  personal  benefit  was  improperly  received  by  the  person,  the
indemnification shall be limited to reasonable expenses actually incurred by the
person in connection with the proceeding.

         K.  Reasonable  expenses  incurred  by a  director  who was,  is, or is
threatened to be made a named  defendant or  respondent  in a proceeding  may be
paid or reimbursed by the  corporation,  in advance of the final  disposition of
the  proceeding  and without the  determination  specified  in Section F of this
article or the  authorization  or  determination  specified in Section G of this
article, after the corporation receives a written affirmation by the director of
his good faith  belief  that he has met the  standard of conduct  necessary  for
indemnification  under this article and a written undertaking by or on behalf of
the  director  to  repay  the  amount  paid or  reimbursed  if it is  ultimately
determined  that he has not met that standard or if it is ultimately  determined
that  indemnification  of  the  director  against  expenses  incurred  by him in
connection  with that  proceeding is prohibited by Section E of this article.  A
provision  contained in the articles of incorporation,  the bylaws, a resolution
of shareholders  or directors,  or an agreement that makes mandatory the payment
or  reimbursement  permitted  under this section  shall be deemed to  constitute
authorization of that payment or reimbursement.

         L. The written  undertaking  required by Section K of this article must
be an unlimited general  obligation of the director but need not be secured.  It
may be accepted without reference to financial ability to make repayment.

         M. A provision for a corporation to indemnify or to advance expenses to
a  director  who was,  is,  or is  threatened  to be made a named  defendant  or
respondent in a proceeding,  whether contained in the articles of incorporation,
the bylaws,  a  resolution  of  shareholders  or  directors,  an  agreement,  or
otherwise, except in accordance with Section R of this article, is valid only to
the extent it is  consistent  with this  article as limited by the  articles  of
incorporation, if such a limitation exists.

         N.  Notwithstanding  any other provision of this article, a corporation
may pay or  reimburse  expenses  incurred by a director in  connection  with his
appearance as a witness or other participation in a proceeding at a time when he
is not a named defendant or respondent in the proceeding.

                                      II-4
O. An officer of the  corporation  shall be indemnified  as, and to the
same extent, provided by Sections H, I, and J of this article for a director and
is entitled to seek indemnification under those sections to the same extent as a
director.  A  corporation  may  indemnify  and  advance  expenses to an officer,
employee,  or agent of the  corporation to the same extent that it may indemnify
and advance expenses to directors under this article.

         P. A corporation may indemnify and advance  expenses to persons who are
not or were not officers, employees, or agents of the corporation but who are or
were serving at the request of the corporation as a director,  officer, partner,
venturer,  proprietor,  trustee,  employee,  agent,  or similar  functionary  of
another  foreign or  domestic  corporation,  partnership,  joint  venture,  sole
proprietorship,  trust,  employee  benefit plan, or other enterprise to the same
extent that it may  indemnify  and  advance  expenses  to  directors  under this
article.

         Q. A  corporation  may  indemnify  and advance  expenses to an officer,
employee,  agent,  or person  identified in Section P of this article and who is
not a director to such further  extent,  consistent with law, as may be provided
by its  articles of  incorporation,  bylaws,  general or specific  action of its
board of directors, or contract or as permitted or required by common law.

         R. A  corporation  may  purchase  and  maintain  insurance  or  another
arrangement on behalf of any person who is or was a director, officer, employee,
or agent of the  corporation  or who is or was  serving  at the  request  of the
corporation as a director,  officer,  partner,  venturer,  proprietor,  trustee,
employee,   agent,  or  similar  functionary  of  another  foreign  or  domestic
corporation,  partnership,  joint venture, sole proprietorship,  trust, employee
benefit plan, or any other  enterprise,  against any liability  asserted against
him and  incurred by him in such a capacity or arising out of his status as such
a person,  whether or not the corporation  would have the power to indemnify him
against that liability under this article. If the insurance or other arrangement
is with a person or entity  that is not  regularly  engaged in the  business  of
providing  insurance  coverage,  the  insurance or  arrangement  may provide for
payment of a liability with respect to which the corporation  would not have the
power to indemnify the person only if coverage for the additional  liability has
been approved by the shareholders of the corporation. Without limiting the power
of the  corporation  to  procure  or  maintain  any kind of  insurance  or other
arrangement,  a corporation  may, for the benefit of persons  indemnified by the
corporation,  (1) create a trust fund; (2) establish any form of self-insurance;
(3) secure its  indemnity  obligation  by grant of a security  interest or other
lien on the  assets of the  corporation;  or (4)  establish  a letter of credit,
guaranty,  or surety  arrangement.  The  insurance or other  arrangement  may be
procured,  maintained, or established within the corporation or with any insurer
or other person deemed appropriate

                                      II-5
by the board of  directors  regardless  of  whether  all or part of the stock or
other  securities  of the insurer or other  person are owned in whole or part by
the corporation. In the absence of fraud, the judgment of the board of directors
as to the terms and  conditions  of the insurance or other  arrangement  and the
identity of the insurer or other person participating in an arrangement shall be
conclusive  and the  insurance  or  arrangement  to  liability,  on any  ground,
regardless of whether directors  participating in the approval are beneficiaries
of the insurance or arrangement.

         S. Any  indemnification  of or advance  of  expenses  to a director  in
accordance  with this article  shall be reported in writing to the  shareholders
with or before the notice or waiver of notice of the next shareholders'  meeting
or with or before the next  submission  to  shareholders  of a consent to action
without a meeting  pursuant to Section A, Article  9.10, of this Act and, in any
case,  within  the  12-month  period  immediately  following  the  date  of  the
indemnification or advance.

         T. For  purposes of this  article,  the  corporation  is deemed to have
requested a director to serve an employee  benefit plan whenever the performance
by him of his duties to the  corporation  also  imposes  duties on or  otherwise
involves  services by him to the plan or  participants or  beneficiaries  of the
plan.  Excise taxes  assessed on a director with respect to an employee  benefit
plan pursuant to applicable law are deemed fines. Action taken or omitted by him
with respect to an employee  benefit plan in the performance of his duties for a
purpose reasonably believed by him to be in the interest of the participants and
beneficiaries  of the plan is deemed to be for a purpose which is not opposed to
the best interests of the corporation.

         U. The  articles of  incorporation  of a  corporation  may restrict the
circumstances  under which the corporation is required or permitted to indemnify
a person under Section H, I, J, O, P, or Q of this article.

         See  Item  9  below  for  information  regarding  the  position  of the
Commission  with respect to the effect of any  indemnification  for  liabilities
arising  under the  Securities  Act of 1933,  as amended.  The Company  does not
maintain a directors and officers insurance policy.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

                                      II-6
ITEM 8.           EXHIBITS

                  EXHIBIT INDEX

EXHIBIT

         4.1               Form of Common  Stock  Certificate  (incorporated  by
                           reference to the Company's  Registration Statement on
                           Form S-1, as amended,  filed with the  Commission  on
                           July 16, 1993 (Commission File No. 33-62684).

      *  4.2               Form of Common Stock  Purchase  Warrant,  as amended,
                           issued to a consultant, Diane Johnson.

      *  5.1               Opinion of Olshan Grundman Frome & Rosenzweig LLP.

      * 23.1               Consent of Pricewaterhouse Coopers LLP.

      * 23.2               Consent of Olshan Grundman Frome & Rosenzweig LLP
                           (included in Exhibit 5.1).

     *  24.1               Power of Attorney  (included on the signature page of
                           this Registration Statement).

--------------------
*        Filed herewith

                                      II-7
ITEM 9.           UNDERTAKINGS

                  The undersigned registrant hereby undertakes:

                           a.     To file,  during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:

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

                           (ii)   To  reflect  in the  prospectus  any  facts or
                                  events arising after the effective date of the
                                  Registration  Statement  (or the  most  recent
                                  post-effective   amendment   thereof)   which,
                                  individually or in the aggregate,  represent a
                                  fundamental  change  in  the  information  set
                                  forth in the Registration Statement;

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

                           provided, however, that paragraphs (i) and (ii) above
                           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 pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement.

                           b.     That,  for  the  purpose  of  determining  any
liability under the Securities Act of 1933, 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.

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

                  The  undersigned   registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities Exchange Act of

                                      II-8
1934) 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.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 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 Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  each such  liabilities  (other than the payment by the
registrant  of expenses  incurred or paid by a trustee,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted  by such  trustee,  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.

                                      II-9
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Bay City,  State of Texas,  on this 30th day of July,
1998.

                                  EVANS SYSTEMS, INC.
                                        (Registrant)

                                  By: /S/ JERRIEL L. EVANS, SR.
                                      -----------------------------
                                       Jerriel L. Evans, Sr.
                                       Chairman of the Board and
                                       Chief Executive Officer

                                POWER OF ATTORNEY

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

         SIGNATURE                   TITLE                             DATE
         ---------                   -----                             ----

/S/ JERRIEL L. EVANS, SR.      Chairman of the Board and           July 30, 1998
----------------------------   Chief Executive Officer
Jerriel L. Evans, Sr.          (principal executive
                               officer)

/S/ DAVID L. DEERMAN           Vice-Chairman of the Board          July 30, 1998
----------------------------
David L. Deerman

/S/ CHARLES N. WAY             Director & Controller               July 30, 1998
----------------------------
Charles N. Way

/S/ MAYBELL H. EVANS           Director                            July 30, 1998
----------------------------
Maybell H. Evans

/S/ DARLENE E. JONES           Director                            July 30, 1998
----------------------------
Darlene E. Jones

/S/ JULIE H. EDWARDS           Director                            July 30, 1998
----------------------------
Julie H. Edwards

/S/ PETER J. LASAVIO           Director                            July 30, 1998
----------------------------
Peter J. Lasavio, Jr.

/S/ CARL W. SHAFER             Director                            July 30, 1998
----------------------------
Carl W. Shafer

/S/ RICHARD GOEGGEL            Chief Financial Officer             July 30, 1998
----------------------------   (principal financial and
Richard Goeggel                accounting officer)

                                      II-10