<PAGE>


      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 2001
                                                 REGISTRATION NO. 333-_________
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                           EDGE PETROLEUM CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

            DELAWARE                TEXACO HERITAGE PLAZA        76-0511037
(State or Other Jurisdiction of    1111 BAGBY, SUITE 2100     (I.R.S. Employer
Incorporation or Organization)         HOUSTON, TEXAS       Identification No.)
                                   (Address of Principal
                                     Executive Offices)
                                           77002
                                         (Zip Code)

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



   AMENDED AND RESTATED EDGE PETROLEUM CORPORATION ELIAS STOCK INCENTIVE PLAN
                            (Full title of the plan)


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

                                 MICHAEL G. LONG
                SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                           EDGE PETROLEUM CORPORATION
                              TEXACO HERITAGE PLAZA
                             1111 BAGBY, SUITE 2100
                              HOUSTON, TEXAS 77002
                     (Name and Address of Agent for Service)

                     Telephone Number, Including Area Code,

                              of Agent for Service:
                                 (713) 654-8960

                                    copy to:
                                 GENE J. OSHMAN
                               BAKER BOTTS L.L.P.
                              3000 ONE SHELL PLAZA
                            HOUSTON, TEXAS 77002-4995


<TABLE>
<CAPTION>


                                          CALCULATION OF REGISTRATION FEE
====================================================================================================================
           Title of                    Amount                                    Proposed Maximum       Amount of
       Securities to be                to be             Proposed Maximum       Aggregate Offering    Registration
          Registered                 Registered      Offering Price Per Share         Price                Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                  <C>             <C>                        <C>                   <C>
Common Stock (par value
$0.01 per share)...........           200,000                 $4.22                  $844,000             $211

Common Stock (par value
$0.01 per share)...........            50,000                $3.15625                $157,813              $40

Common Stock (par value
$0.01 per share)...........            50,000                 $8.875                 $443,750             $111

Common Stock (par value
$0.01 per share)...........           175,000                $8.32(1)             $1,456,000(1)           $364

Total......................           475,000                                       $2,901,563            $726
====================================================================================================================

</TABLE>

  (1)    Estimated in accordance with Rule 457(c) and (h) solely for the purpose
         of calculating the registration fee and based upon the average of the
         high and low sales price reported on the Nasdaq National Market on May
         25, 2001.
--------------------------------------------------------------------------------

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note:  The document(s) containing the employee benefit plan
information required by Item 1 of Form S-8 and the statement of availability
of registrant information and any other information required by Item 2 of Form
S-8 will be sent or given to participants as specified by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. The registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the registrant shall furnish to the Commission or its
staff a copy or copies of all of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         This Registration Statement incorporates herein by reference the
following documents which have been filed with the Commission by Edge Petroleum
Corporation, a Delaware corporation (the "Company"):

                  1.       The Company's Annual Report on Form 10-K for the year
         ended December 31, 2000;

                  2.       The Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 2001; and

                  3. The description of the Company's common stock, par value
         $.01 per share ("Common Stock") contained in the Company's Registration
         Statement on Form 8-A, as filed with the Commission on February 14,
         1997, pursuant to the Securities Exchange Act of 1934, as amended (the
         "Exchange Act").

         Each document filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to 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 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.

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                     EXPERTS

         The consolidated financial statements of the Company, as of December
31, 1999 and 2000 and for each of the three years in the period ended December
31, 2000, incorporated by reference herein, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report incorporated by
reference herein, and have been so incorporated by reference in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.

         The letter report of Ryder Scott Company Petroleum Engineers
incorporated by reference herein and certain information with respect to the
Company's oil and natural gas reserves derived therefrom have been incorporated
by reference herein in reliance upon such firm as experts with respect to such
matters.

                                    II-1

<PAGE>
ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

DELAWARE GENERAL CORPORATION LAW

         Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation 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 (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation 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 if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         Section 145(b) of the DGCL states that a corporation 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 or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
that the Court of Chancery or such other court shall deem proper.

         Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

         Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b). Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding or (2) if such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion or (3) by the
stockholders.

         Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or
                                    II-2
<PAGE>
on behalf of such director or officer to repay such amount if it ultimately is
determined that he is not entitled to be indemnified by the corporation as
authorized in Section 145. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions,
if any, as the board of directors deems appropriate.

         Section 145(f) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in this official capacity and as to action in
another capacity while holding such office.

         Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

         Section 145(j) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

CERTIFICATE OF INCORPORATION

         The Certificate of Incorporation of the Company provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. If the DGCL is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability described above, shall be limited to the fullest extent
permitted by the amended DGCL. Further, any repeal or modification of such
provision of the Restated Certificate of Incorporation by the stockholders of
the Company shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Company existing at
the time of such repeal or modification.

BYLAWS

         The Bylaws of the Company provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was or has agreed to become a director or officer of the
Company or is or was serving or has agreed to serve at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving or having agreed to serve as a director or officer, shall
be indemnified and held harmless by the Company to the fullest extent authorized
by the DGCL, as the same exists or may thereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said law permitted the
Company to provide prior to such amendment) against all expense, liability and
loss (including, without limitation, attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to serve in the
capacity which initially entitled such person to indemnity thereunder, and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the Company shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
                                    II-3
<PAGE>

board of directors of the Company. The Bylaws further provide that the right to
indemnification conferred thereby shall be a contract right and shall include
the right to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that, if the
DGCL requires, the payment of such expenses incurred by a current, former or
proposed director or officer in his or her capacity as a director or officer or
proposed director or officer (and not in any other capacity in which service was
or is or has been agreed to be rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Company of an undertaking, by or on behalf of such indemnified
person, to repay all amounts so advanced if it shall ultimately be determined
that such indemnified person is not entitled to be indemnified under the Bylaws
or otherwise. In addition, the Bylaws provide that the Company may, by action of
its board of directors, provide indemnification to employees and agents of the
Company, individually or as a group, with the same scope and effect as the
indemnification of directors and officers provided for in the Bylaws.

         The Bylaws include related provisions meant to facilitate the
indemnitee's receipt of such benefits. These provisions cover, among other
things: (i) specification of the method of determining entitlement to
indemnification and the selection of independent counsel that will in some cases
make such determination; (ii) specification of certain time periods by which
certain payments or determinations must be made and actions must be taken; and
(iii) the establishment of certain presumptions in favor of an indemnitee. The
benefits of certain of these provisions are available to an indemnitee only if
there has been a change in control (as defined therein).

INDEMNIFICATION AGREEMENTS

         The Company has entered into Indemnification Agreements with each of
its directors. The Indemnification Agreements provide that the Company shall
indemnify the director and hold him harmless from any losses and expenses which,
in type or amount, are not insured under the directors and officers' liability
insurance maintained by the Company, and generally indemnifies the director
against losses and expenses as a result of a claim or claims made against him
for any breach of duty, neglect, error, misstatement, misleading statement,
omission or other act done or wrongfully attempted by the director or any of the
foregoing alleged by any claimant or any claim against the director solely by
reason of him being a director or officer of the Company, subject to certain
exclusions. The Indemnification Agreements also provide certain procedures
regarding the right to indemnification and for the advancement of expenses.

INSURANCE

         The Company has obtained a policy of liability insurance to insure its
officers and directors against losses resulting from certain acts committed by
them in their capacities as officers and directors of the Company.

ELIAS STOCK INCENTIVE PLAN

         In addition, Section 4 of the Company's Amended and Restated Elias
Stock Incentive Plan provides that directors shall not be liable for anything
done or omitted to be done by him or her in connection with the performance
of any duties under the Elias Stock Incentive Plan, except for his or her own
willful misconduct or as expressly provided by statute.

         The above discussion of the Company's Certificate of Incorporation,
Bylaws, Amended and Restated Elias Stock Incentive Plan and Section 145 of
the Delaware General Corporation Law is intended to be only a summary and is
qualified in its entirety by the full text of each of the foregoing.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         The following documents are filed as a part of this registration
statement or incorporated by reference herein:


                                    II-4

<PAGE>

<TABLE>
<CAPTION>

Exhibit
   No.                              Description
-------                             -----------
<S>      <C>
 4.1*    --    Restated Certificate of Incorporation, as amended, of the Company
               (incorporated herein by reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-4 (Registration No. 333-17269)).

 4.2*    --    Bylaws of the Company (incorporated herein by reference to Exhibit
               3.3 to the Company's Quarterly Report on Form 10-Q for the
               quarterly period ended September 30, 1999).

 4.3*    --    First Amendment to Bylaws of the Company on September 28, 1999
               (incorporated herein by reference to Exhibit 3.2 to the Company's
               Quarterly Report on Form 10-Q for the quarterly period ended
               September 30, 1999).

 4.4*    --    Form of certificate representing Common Stock (incorporated herein
               by reference to Exhibit 4.1 to the Company's Registration Statement
               on Form S-4 (Registration No. 333-17269)).

 4.5     --    Edge Petroleum Corporation Amended and Restated Elias Stock
               Incentive Plan.

 4.6     --    Form of Edge Petroleum Corporation John W. Elias Non-Qualified
               Stock Option Agreement.

 4.7*    --    Employment Agreement by and between the Company and John W. Elias
               (incorporated by reference to Exhibit 10.12 to the Company's Annual
               Report on Form 10-K for the year ended December 31, 1998).

 5       --    Opinion of Baker Botts L.L.P.

23.1     --    Consent of Baker Botts L.L.P. (included in Exhibit 5).

23.2     --    Consent of Deloitte & Touche LLP.

23.3     --    Consent of Ryder Scott Company.

24       --    Powers of Attorney (included on the signature page of this
               Registration Statement).

</TABLE>

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

*    Incorporated herein by reference as indicated.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

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

                           (i)    To include any prospectus required by Section
                  10(a)(3)  of the 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. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was


                                    II-5

<PAGE>

                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) of the Securities Act of 1933 if, in the aggregate, the
                  changes in volume and price represent no more than a 20%
                  change in the maximum aggregate offering price set forth in
                  the "Calculation of Registration Fee" table in the effective
                  registration statement;

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

         PROVIDED, HOWEVER, that the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(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 Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in the Registration Statement.

                  (2)      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.

                  (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 of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
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 1934) that is incorporated by reference in
this 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 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
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.













                                    II-6

<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 Houston, State of Texas, on the 30th day of May,
2001.

                              EDGE PETROLEUM CORPORATION


                          By:     /s/ John W. Elias
                              -------------------------------------------------
                              John W. Elias
                              Chief Executive Officer and Chairman of the Board

                                POWER OF ATTORNEY

         Each person whose signature appears below appoints John W. Elias,
Michael G. Long and Robert Thomas and each of them, each of whom may act without
the joinder of the other, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully and for all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 30th day of May, 2001.


<TABLE>
<CAPTION>

            Signature                                Title
            ---------                                -----
<S>                                    <C>
         /s/ John W. Elias             Chief Executive Officer and Chairman of
-----------------------------------     the Board (Principal Executive Officer)
           John W. Elias


        /s/ Michael G. Long            Senior Vice President and Chief Financial
-----------------------------------    Officer (Principal Financial and Accounting Officer)
          Michael G. Long


      /s/ Vincent S. Andrews           Director
-----------------------------------
        Vincent S. Andrews


       /s/ David B. Benedict           Director
-----------------------------------
         David B. Benedict


       /s/ Nils P. Peterson            Director
-----------------------------------
         Nils P. Peterson


                                    II-7

<PAGE>

      /s/ Stanley S. Raphael           Director
-----------------------------------
        Stanley S. Raphael


        /s/ John Sfondrini             Director
-----------------------------------
          John Sfondrini


       /s/ Robert W. Shower            Director
-----------------------------------
         Robert W. Shower

</TABLE>

























                                    II-8
[{"type": "S-8", "sequence": "1", "filename": "a2050751zs-8.txt", "description": "S-8", "secsgml_size_bytes": 32482}]
{"company-data": {"conformed-name": "EDGE PETROLEUM CORP", "cik": "0001021010", "assigned-sic": "1311", "irs-number": "760511037", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61890", "film-number": "1650867"}, "business-address": {"street1": "1111 BAGBY", "street2": "SUITE 2100", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7136548960"}, "mail-address": {"street1": "1111 BAGBY", "street2": "SUITE 2100", "city": "HOUSTON", "state": "TX", "zip": "77002"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 2001
                                                 REGISTRATION NO. 333-_________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                           EDGE PETROLEUM CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

            DELAWARE                TEXACO HERITAGE PLAZA        76-0511037
(State or Other Jurisdiction of    1111 BAGBY, SUITE 2100     (I.R.S. Employer
Incorporation or Organization)         HOUSTON, TEXAS       Identification No.)
                                   (Address of Principal
                                     Executive Offices)
                                           77002
                                         (Zip Code)

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

   AMENDED AND RESTATED EDGE PETROLEUM CORPORATION ELIAS STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                                 MICHAEL G. LONG
                SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                           EDGE PETROLEUM CORPORATION
                              TEXACO HERITAGE PLAZA
                             1111 BAGBY, SUITE 2100
                              HOUSTON, TEXAS 77002
                     (Name and Address of Agent for Service)

                     Telephone Number, Including Area Code,

                              of Agent for Service:
                                 (713) 654-8960

                                    copy to:
                                 GENE J. OSHMAN
                               BAKER BOTTS L.L.P.
                              3000 ONE SHELL PLAZA
                            HOUSTON, TEXAS 77002-4995
CALCULATION OF REGISTRATION FEE
====================================================================================================================
           Title of                    Amount                                    Proposed Maximum       Amount of
       Securities to be                to be             Proposed Maximum       Aggregate Offering    Registration
          Registered                 Registered      Offering Price Per Share         Price                Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock (par value
$0.01 per share)...........           200,000                 $4.22                  $844,000             $211

Common Stock (par value
$0.01 per share)...........            50,000                $3.15625                $157,813              $40

Common Stock (par value
$0.01 per share)...........            50,000                 $8.875                 $443,750             $111

Common Stock (par value
$0.01 per share)...........           175,000                $8.32(1)             $1,456,000(1)           $364

Total......................           475,000                                       $2,901,563            $726
====================================================================================================================
(1)    Estimated in accordance with Rule 457(c) and (h) solely for the purpose
         of calculating the registration fee and based upon the average of the
         high and low sales price reported on the Nasdaq National Market on May
         25, 2001.
--------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note:  The document(s) containing the employee benefit plan
information required by Item 1 of Form S-8 and the statement of availability
of registrant information and any other information required by Item 2 of Form
S-8 will be sent or given to participants as specified by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. The registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the registrant shall furnish to the Commission or its
staff a copy or copies of all of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         This Registration Statement incorporates herein by reference the
following documents which have been filed with the Commission by Edge Petroleum
Corporation, a Delaware corporation (the "Company"):

                  1.       The Company's Annual Report on Form 10-K for the year
         ended December 31, 2000;

                  2.       The Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 2001; and

                  3. The description of the Company's common stock, par value
         $.01 per share ("Common Stock") contained in the Company's Registration
         Statement on Form 8-A, as filed with the Commission on February 14,
         1997, pursuant to the Securities Exchange Act of 1934, as amended (the
         "Exchange Act").

         Each document filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to 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 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.

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                     EXPERTS

         The consolidated financial statements of the Company, as of December
31, 1999 and 2000 and for each of the three years in the period ended December
31, 2000, incorporated by reference herein, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report incorporated by
reference herein, and have been so incorporated by reference in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.

         The letter report of Ryder Scott Company Petroleum Engineers
incorporated by reference herein and certain information with respect to the
Company's oil and natural gas reserves derived therefrom have been incorporated
by reference herein in reliance upon such firm as experts with respect to such
matters.

                                    II-1
ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

DELAWARE GENERAL CORPORATION LAW

         Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation 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 (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation 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 if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         Section 145(b) of the DGCL states that a corporation 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 or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
that the Court of Chancery or such other court shall deem proper.

         Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

         Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b). Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding or (2) if such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion or (3) by the
stockholders.

         Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or
                                    II-2
on behalf of such director or officer to repay such amount if it ultimately is
determined that he is not entitled to be indemnified by the corporation as
authorized in Section 145. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions,
if any, as the board of directors deems appropriate.

         Section 145(f) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in this official capacity and as to action in
another capacity while holding such office.

         Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

         Section 145(j) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

CERTIFICATE OF INCORPORATION

         The Certificate of Incorporation of the Company provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. If the DGCL is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability described above, shall be limited to the fullest extent
permitted by the amended DGCL. Further, any repeal or modification of such
provision of the Restated Certificate of Incorporation by the stockholders of
the Company shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Company existing at
the time of such repeal or modification.

BYLAWS

         The Bylaws of the Company provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was or has agreed to become a director or officer of the
Company or is or was serving or has agreed to serve at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving or having agreed to serve as a director or officer, shall
be indemnified and held harmless by the Company to the fullest extent authorized
by the DGCL, as the same exists or may thereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said law permitted the
Company to provide prior to such amendment) against all expense, liability and
loss (including, without limitation, attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to serve in the
capacity which initially entitled such person to indemnity thereunder, and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the Company shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
                                    II-3
board of directors of the Company. The Bylaws further provide that the right to
indemnification conferred thereby shall be a contract right and shall include
the right to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that, if the
DGCL requires, the payment of such expenses incurred by a current, former or
proposed director or officer in his or her capacity as a director or officer or
proposed director or officer (and not in any other capacity in which service was
or is or has been agreed to be rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Company of an undertaking, by or on behalf of such indemnified
person, to repay all amounts so advanced if it shall ultimately be determined
that such indemnified person is not entitled to be indemnified under the Bylaws
or otherwise. In addition, the Bylaws provide that the Company may, by action of
its board of directors, provide indemnification to employees and agents of the
Company, individually or as a group, with the same scope and effect as the
indemnification of directors and officers provided for in the Bylaws.

         The Bylaws include related provisions meant to facilitate the
indemnitee's receipt of such benefits. These provisions cover, among other
things: (i) specification of the method of determining entitlement to
indemnification and the selection of independent counsel that will in some cases
make such determination; (ii) specification of certain time periods by which
certain payments or determinations must be made and actions must be taken; and
(iii) the establishment of certain presumptions in favor of an indemnitee. The
benefits of certain of these provisions are available to an indemnitee only if
there has been a change in control (as defined therein).

INDEMNIFICATION AGREEMENTS

         The Company has entered into Indemnification Agreements with each of
its directors. The Indemnification Agreements provide that the Company shall
indemnify the director and hold him harmless from any losses and expenses which,
in type or amount, are not insured under the directors and officers' liability
insurance maintained by the Company, and generally indemnifies the director
against losses and expenses as a result of a claim or claims made against him
for any breach of duty, neglect, error, misstatement, misleading statement,
omission or other act done or wrongfully attempted by the director or any of the
foregoing alleged by any claimant or any claim against the director solely by
reason of him being a director or officer of the Company, subject to certain
exclusions. The Indemnification Agreements also provide certain procedures
regarding the right to indemnification and for the advancement of expenses.

INSURANCE

         The Company has obtained a policy of liability insurance to insure its
officers and directors against losses resulting from certain acts committed by
them in their capacities as officers and directors of the Company.

ELIAS STOCK INCENTIVE PLAN

         In addition, Section 4 of the Company's Amended and Restated Elias
Stock Incentive Plan provides that directors shall not be liable for anything
done or omitted to be done by him or her in connection with the performance
of any duties under the Elias Stock Incentive Plan, except for his or her own
willful misconduct or as expressly provided by statute.

         The above discussion of the Company's Certificate of Incorporation,
Bylaws, Amended and Restated Elias Stock Incentive Plan and Section 145 of
the Delaware General Corporation Law is intended to be only a summary and is
qualified in its entirety by the full text of each of the foregoing.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         The following documents are filed as a part of this registration
statement or incorporated by reference herein:

                                    II-4
Exhibit
   No.                              Description
-------                             -----------
4.1*    --    Restated Certificate of Incorporation, as amended, of the Company
               (incorporated herein by reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-4 (Registration No. 333-17269)).

 4.2*    --    Bylaws of the Company (incorporated herein by reference to Exhibit
               3.3 to the Company's Quarterly Report on Form 10-Q for the
               quarterly period ended September 30, 1999).

 4.3*    --    First Amendment to Bylaws of the Company on September 28, 1999
               (incorporated herein by reference to Exhibit 3.2 to the Company's
               Quarterly Report on Form 10-Q for the quarterly period ended
               September 30, 1999).

 4.4*    --    Form of certificate representing Common Stock (incorporated herein
               by reference to Exhibit 4.1 to the Company's Registration Statement
               on Form S-4 (Registration No. 333-17269)).

 4.5     --    Edge Petroleum Corporation Amended and Restated Elias Stock
               Incentive Plan.

 4.6     --    Form of Edge Petroleum Corporation John W. Elias Non-Qualified
               Stock Option Agreement.

 4.7*    --    Employment Agreement by and between the Company and John W. Elias
               (incorporated by reference to Exhibit 10.12 to the Company's Annual
               Report on Form 10-K for the year ended December 31, 1998).

 5       --    Opinion of Baker Botts L.L.P.

23.1     --    Consent of Baker Botts L.L.P. (included in Exhibit 5).

23.2     --    Consent of Deloitte & Touche LLP.

23.3     --    Consent of Ryder Scott Company.

24       --    Powers of Attorney (included on the signature page of this
               Registration Statement).
----------------------

*    Incorporated herein by reference as indicated.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

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

                           (i)    To include any prospectus required by Section
                  10(a)(3)  of the 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. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was

                                    II-5
registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) of the Securities Act of 1933 if, in the aggregate, the
                  changes in volume and price represent no more than a 20%
                  change in the maximum aggregate offering price set forth in
                  the "Calculation of Registration Fee" table in the effective
                  registration statement;

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

         PROVIDED, HOWEVER, that the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(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 Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in the Registration Statement.

                  (2)      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.

                  (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 of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
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 1934) that is incorporated by reference in
this 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 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
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.

                                    II-6
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 Houston, State of Texas, on the 30th day of May,
2001.

                              EDGE PETROLEUM CORPORATION

                          By:     /s/ John W. Elias
                              -------------------------------------------------
                              John W. Elias
                              Chief Executive Officer and Chairman of the Board

                                POWER OF ATTORNEY

         Each person whose signature appears below appoints John W. Elias,
Michael G. Long and Robert Thomas and each of them, each of whom may act without
the joinder of the other, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully and for all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 30th day of May, 2001.
Signature                                Title
            ---------                                -----
/s/ John W. Elias             Chief Executive Officer and Chairman of
-----------------------------------     the Board (Principal Executive Officer)
           John W. Elias

        /s/ Michael G. Long            Senior Vice President and Chief Financial
-----------------------------------    Officer (Principal Financial and Accounting Officer)
          Michael G. Long

      /s/ Vincent S. Andrews           Director
-----------------------------------
        Vincent S. Andrews

       /s/ David B. Benedict           Director
-----------------------------------
         David B. Benedict

       /s/ Nils P. Peterson            Director
-----------------------------------
         Nils P. Peterson

                                    II-7
/s/ Stanley S. Raphael           Director
-----------------------------------
        Stanley S. Raphael

        /s/ John Sfondrini             Director
-----------------------------------
          John Sfondrini

       /s/ Robert W. Shower            Director
-----------------------------------
         Robert W. Shower
II-8