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


                             PETROCORP INCORPORATED
             (exact name of registrant as specified in its charter)

Texas                                                       76-0380430
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                          Identification No.)


6733 South Yale
Tulsa, Oklahoma                                              74136
(Address of Principal Executive Offices)                    (Zip code)


                  PetroCorp Incorporated 2000 Stock Option Plan
                              (Full Title of Plan)


                                Tamara R. Wagman
                            Frederic Dorwart, Lawyers
                                  Old City Hall
                             124 East Fourth Street
                           Tulsa, Oklahoma 74103-5010
                     (Name and Address of agent for service)

                                 (918) 583-9922
          (Telephone number, including area code, of agent for service)


                         Calculation of Registration Fee
________________________________________________________________________________

Title of   Amount to       Proposed Maximum   Proposed Maximum  Amount
Securities be registered** offering price per aggregate         of
to be                      unit*              offering price*  registration fee*
Registered
________________________________________________________________________________
Common Stock,
$.01 par value  600,000    $9.625             $5,775,000        $1,605.45



*Estimated pursuant to Rule 457(c).

**In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933,  this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein.


                                   - xxviii -
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

The documents  containing the information required by Item 1 of Form S-8 will be
sent or given to employees as specified by Rule  428(b)(1) of the Securities Act
of 1933, as amended (the Securities  Act). Such documents are not required to be
and are not  filed  with  the  Commission  either  as part of this  Registration
Statement or as  prospectuses  or prospectus  supplements  pursuant to Rule 423.
These documents and the documents incorporated by reference in this Registration
Statement  pursuant  to  Item 3 of Part II of this  Form  S-8,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Upon written or oral request, any of the documents  incorporated by reference in
Item 3 of Part II of this  Registration  Statement,  any of the other  documents
required to be delivered to Plan participants  pursuant to Rule 428(b),  and any
additional  information  about  the Plan and its  administrators  are  available
without charge by contacting:

                             PetroCorp Incorporated
                                 6733 South Yale
                              Tulsa, Oklahoma 74136
                                Attn: Steve Amos

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     PetroCorp  Incorporated has registered its Common Stock under Section 12(g)
of the Securities  Exchange Act of 1934 (the "Exchange  Act"),  initially  filed
with the SEC on August  26,  1993 on Form S-1 (No.  33-36972)  and is  currently
subject to the  informational  requirements  of the Exchange  Act. The following
documents have been filed with the Securities Exchange Commission ("Commission")
by PetroCorp Incorporated and are hereby incorporated by reference:

(a)  1999  Annual  Report on Form 10-K  filed with the  Commission  on March 29,
     2000.
(b)  2000  Quarterly  Report on Form 10-Q for the three  months  ended March 31,
     2000 filed with the Commission on May 11, 2000.
(c)  2000 Quarterly Report on Form 10-Q for the three months ended June 30, 2000
     filed with the Commission on August 11, 2000.
(d)  2000 Quarterly Report on Form 10-Q for the three months ended September 30,
     2000 filed with the Commission on November 8, 2000.
(e)  The description of PetroCorp Incorporated's capital stock contained on page
     2 in  Registration  Statement on Form S-1, as amended by filings on Form 8,
     filed under the Exchange Act  (Registration  No.  33-36927),  including any
     amendment or report filed for the purpose of updating such description.

     All  documents  subsequently  filed by PetroCorp  Incorporated  pursuant to
Section 13(a),  13(c), 14 and 15 (d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated  herein by reference and to be a part hereof from the date of
filing such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes hereof to the extent that a statement  contained  herein, or in any
other  subsequently  filed document that also is or is deemed to be 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 hereof.

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  None.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The Company's Restated Articles of Incorporation provide that the liability
of the  directors for monetary  damages  shall be limited to the fullest  extent
permissible  under Texas Law. Texas law and the Company's  Restated  Articles of
Incorporation  provide the Company with broad powers and  authority to indemnify
its  directors  and officers and to purchase  and  maintain  insurance  for such
purposes.  Pursuant to such  authority,  PetroCorp  Incorporated  has  purchased
insurance  against  certain  costs  of   indemnification  of  its  officers  and
directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.  EXHIBITS

Exhibit No.

     4.0  PetroCorp Incorporated 2000 Stock Option Plan.

     5.0  Opinion of Frederic  Dorwart,  Lawyers,  regarding  whether the Common
          Stock registered herein, when sold, will be legally issued, fully paid
          and non-assessable.

     23.0 Consent of Frederic Dorwart, Lawyers (included in the Opinion filed as
          Exhibit 5.0).

     23.1 Consent of PricewaterhouseCoopers L.L.P.

     24.0 Power of Attorney. See pages vii.

     99.0 1999 Annual Report on Form 10-K filed with the Commission on March 29,
          2000 is incorporated herein by this reference.

     99.1 2000  Quarterly  Report on Form 10-Q for the three  months ended March
          31, 2000 filed with the  Commission  on May 11,  2000 is  incorporated
          herein by this reference.

     99.2 2000 Quarterly Report on Form 10-Q for the three months ended June 30,
          2000 filed with the  Commission  on August  11,  2000 is  incorporated
          herein by this reference.

     99.3 2000  Quarterly  Report  on Form  10-Q  for  the  three  months  ended
          September  30, 2000 filed with the  Commission  on November 8, 2000 is
          incorporated herein by this reference.

     99.4 The description of PetroCorp Incorporated's capital stock contained on
          page 2 in Registration Statement on Form S-1, as amended by filings on
          Form 8, filed under the  Exchange  Act  (Registration  No.  33-26972),
          including  any  amendment  or report filed for the purpose of updating
          such description is incorporated herein by this reference.









<PAGE>

ITEM 9.  UNDERTAKINGS

(a)  The undersigned Registrant hereby undertakes:

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

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

          (ii) reflect in the  prospectus  any facts or events arising after the
               effective  date of the  registration  statement  (or 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  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) if, in the  aggregate,  the  changes in
               volume and price  represent  no more than a 20 percent  change in
               the maximum aggregate offering price set forth in the Calculation
               of   Registration   Fee  table  in  the  effective   registration
               statement; and

          (iii)include  any  additional  or changed  material  information  with
               respect to the plan of distribution  not previously  disclosed in
               the registration  statement or any material statement;  provided,
               however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
               the  information  required  to be  included  in a  post-effective
               amendment by those  paragraphs  is contained in periodic  reports
               filed  with or  furnished  to the  Commission  by the  Registrant
               pursuant to Section 13 or 15(d) or the Securities Exchange Act of
               1934  that are  incorporated  by  reference  in the  registration
               statement.

     (2)  That,  for  the  purposes  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 for such  securities  at the time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of  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 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 the
     registration  statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  therein,  and the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     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 such liabilities (other than the payment
     by the  Registrant  of expenses  incurred or paid by  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 it 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.



<PAGE>

                                   SIGNATURES

Pursuant  to the  requirement  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,  or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly  authorized,  in the City of Tulsa,  State of Oklahoma on the 19
day of December, 2000.

                                          PETROCORP INCORPORATED


                                      By:  /s/ Steven R. Berlin
                                      Steven R. Berlin, Chief Financial Officer,
                                      Secretary, and Treasurer
                                      (On behalf of the Registrant and as the
                                      Principal Financial Officer)

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

Signature                             Title                           Date


/s/ Gary R. Christopher President and Chief Executive Officer  December 7, 2000
Gary R. Christopher     Director


/s/ Steven E. Amos      Corporate Controller                   December 7, 2000
Steven E. Amos


/s/ Thomas N. Amonett   Director                               December 7, 2000
Thomas N. Amonett


/s/ Mark W. Files       Director                               December 7, 2000
Mark W. Files


_____________________   Director                               December 7, 2000
W. Neil McBean


/s/ Stephen M. McGrath  Director                               December 7, 2000
Stephen M. McGrath


/s/ Lealon L. Sargent   Director                               December 7, 2000
Lealon L. Sargent


______________________  Director                               December 7, 2000
Robert C. Thomas





<PAGE>

THE PLAN.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma,
as of December 19, 2000.


                                                     PETROCORP INCORPORATED
                                                     2000 STOCK OPTION PLAN


                                                By:/s/ Gary R. Christopher

                                                  Gary R. Christopher, President
                                                  and Chief Executive Officer


                                                By:/s/ Steven R. Berlin

                                                  Steven R. Berlin,
                                                  Chief Financial Officer

<PAGE>



                                POWER OF ATTORNEY

     Each person  whose  signature  appears  below hereby  authorizes  Steven R.
Berlin  and Steven E. Amos,  or either of them,  to file one or more  amendments
(including  post-effective  amendments)  to the  Registration  Statement,  which
amendments  may make such  changes in the  Registration  Statement  as Steven R.
Berlin or Steven E. Amos deems appropriate, and each such person hereby appoints
Steven R. Berlin and Steven E. Amos, or either of them, as  attorney-in-fact  to
execute  in the name and on  behalf  of each  person  individually,  and in each
capacity stated below, any such amendment to the Registration Statement.

Signature                 Title                                   Date


/s/ Gary R. Christopher President and Chief Executive Officer  December 7, 2000
Gary R. Christopher     Director


/s/ Steven R. Berlin    Chief Financial Officer, Secretary,    December 7, 2000
Steven R. Berlin        Treasurer


/s/ Steven E. Amos      Corporate Controller                   December 7, 2000
Steven E. Amos


/s/ Thomas N. Amonett   Director                               December 7, 2000
Thomas N. Amonett


/s/ Mark W. Files       Director                               December 7, 2000
Mark W. Files


_____________________   Director                               December 7, 2000
W. Neil McBean


/s/ Stephen M. McGrath  Director                               December 7, 2000
Stephen M. McGrath


/s/ Lealon L. Sargent   Director                               December 7, 2000
Lealon L. Sargent


_____________________   Director                               December 7, 2000
Robert C. Thomas













<PAGE>

                                INDEX TO EXHIBITS


Exhibit
Number   Description of Exhibits

4.0  PetroCorp Incorporated 2000 Stock Option Plan

5.0  Opinion of Frederic  Dorwart,  Lawyers,  regarding whether the Common Stock
     registered  herein,  when sold,  will be legally  issued,  fully paid,  and
     non-assessable

23.0 Consent of Frederic  Dorwart,  Lawyers,  (included in the opinion  filed as
     Exhibit 5.0)

23.1 Consent of PricewaterhouseCoopers LLP

24.0 Power of Attorney
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "PETROCORP INCORPORATED 2000 STOCK OPTION PLAN", "secsgml_size_bytes": 18394}]
{"company-data": {"conformed-name": "PETROCORP INC", "cik": "0000911359", "assigned-sic": "1311", "irs-number": "760380430", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52184", "film-number": "791920"}, "business-address": {"street1": "16000 GREENSPOINT PARK DR", "street2": "STE 300 N ATRIUM", "city": "HOUSTON", "state": "TX", "zip": "77060-2391", "phone": "7138752500"}}
FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             PETROCORP INCORPORATED
             (exact name of registrant as specified in its charter)

Texas                                                       76-0380430
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                          Identification No.)

6733 South Yale
Tulsa, Oklahoma                                              74136
(Address of Principal Executive Offices)                    (Zip code)

                  PetroCorp Incorporated 2000 Stock Option Plan
                              (Full Title of Plan)

                                Tamara R. Wagman
                            Frederic Dorwart, Lawyers
                                  Old City Hall
                             124 East Fourth Street
                           Tulsa, Oklahoma 74103-5010
                     (Name and Address of agent for service)

                                 (918) 583-9922
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
________________________________________________________________________________

Title of   Amount to       Proposed Maximum   Proposed Maximum  Amount
Securities be registered** offering price per aggregate         of
to be                      unit*              offering price*  registration fee*
Registered
________________________________________________________________________________
Common Stock,
$.01 par value  600,000    $9.625             $5,775,000        $1,605.45

*Estimated pursuant to Rule 457(c).

**In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933,  this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein.

                                   - xxviii -
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

The documents  containing the information required by Item 1 of Form S-8 will be
sent or given to employees as specified by Rule  428(b)(1) of the Securities Act
of 1933, as amended (the Securities  Act). Such documents are not required to be
and are not  filed  with  the  Commission  either  as part of this  Registration
Statement or as  prospectuses  or prospectus  supplements  pursuant to Rule 423.
These documents and the documents incorporated by reference in this Registration
Statement  pursuant  to  Item 3 of Part II of this  Form  S-8,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Upon written or oral request, any of the documents  incorporated by reference in
Item 3 of Part II of this  Registration  Statement,  any of the other  documents
required to be delivered to Plan participants  pursuant to Rule 428(b),  and any
additional  information  about  the Plan and its  administrators  are  available
without charge by contacting:

                             PetroCorp Incorporated
                                 6733 South Yale
                              Tulsa, Oklahoma 74136
                                Attn: Steve Amos

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     PetroCorp  Incorporated has registered its Common Stock under Section 12(g)
of the Securities  Exchange Act of 1934 (the "Exchange  Act"),  initially  filed
with the SEC on August  26,  1993 on Form S-1 (No.  33-36972)  and is  currently
subject to the  informational  requirements  of the Exchange  Act. The following
documents have been filed with the Securities Exchange Commission ("Commission")
by PetroCorp Incorporated and are hereby incorporated by reference:

(a)  1999  Annual  Report on Form 10-K  filed with the  Commission  on March 29,
     2000.
(b)  2000  Quarterly  Report on Form 10-Q for the three  months  ended March 31,
     2000 filed with the Commission on May 11, 2000.
(c)  2000 Quarterly Report on Form 10-Q for the three months ended June 30, 2000
     filed with the Commission on August 11, 2000.
(d)  2000 Quarterly Report on Form 10-Q for the three months ended September 30,
     2000 filed with the Commission on November 8, 2000.
(e)  The description of PetroCorp Incorporated's capital stock contained on page
     2 in  Registration  Statement on Form S-1, as amended by filings on Form 8,
     filed under the Exchange Act  (Registration  No.  33-36927),  including any
     amendment or report filed for the purpose of updating such description.

     All  documents  subsequently  filed by PetroCorp  Incorporated  pursuant to
Section 13(a),  13(c), 14 and 15 (d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated  herein by reference and to be a part hereof from the date of
filing such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes hereof to the extent that a statement  contained  herein, or in any
other  subsequently  filed document that also is or is deemed to be 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 hereof.
ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  None.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The Company's Restated Articles of Incorporation provide that the liability
of the  directors for monetary  damages  shall be limited to the fullest  extent
permissible  under Texas Law. Texas law and the Company's  Restated  Articles of
Incorporation  provide the Company with broad powers and  authority to indemnify
its  directors  and officers and to purchase  and  maintain  insurance  for such
purposes.  Pursuant to such  authority,  PetroCorp  Incorporated  has  purchased
insurance  against  certain  costs  of   indemnification  of  its  officers  and
directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.  EXHIBITS

Exhibit No.

     4.0  PetroCorp Incorporated 2000 Stock Option Plan.

     5.0  Opinion of Frederic  Dorwart,  Lawyers,  regarding  whether the Common
          Stock registered herein, when sold, will be legally issued, fully paid
          and non-assessable.

     23.0 Consent of Frederic Dorwart, Lawyers (included in the Opinion filed as
          Exhibit 5.0).

     23.1 Consent of PricewaterhouseCoopers L.L.P.

     24.0 Power of Attorney. See pages vii.

     99.0 1999 Annual Report on Form 10-K filed with the Commission on March 29,
          2000 is incorporated herein by this reference.

     99.1 2000  Quarterly  Report on Form 10-Q for the three  months ended March
          31, 2000 filed with the  Commission  on May 11,  2000 is  incorporated
          herein by this reference.

     99.2 2000 Quarterly Report on Form 10-Q for the three months ended June 30,
          2000 filed with the  Commission  on August  11,  2000 is  incorporated
          herein by this reference.

     99.3 2000  Quarterly  Report  on Form  10-Q  for  the  three  months  ended
          September  30, 2000 filed with the  Commission  on November 8, 2000 is
          incorporated herein by this reference.

     99.4 The description of PetroCorp Incorporated's capital stock contained on
          page 2 in Registration Statement on Form S-1, as amended by filings on
          Form 8, filed under the  Exchange  Act  (Registration  No.  33-26972),
          including  any  amendment  or report filed for the purpose of updating
          such description is incorporated herein by this reference.
ITEM 9.  UNDERTAKINGS

(a)  The undersigned Registrant hereby undertakes:

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

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

          (ii) reflect in the  prospectus  any facts or events arising after the
               effective  date of the  registration  statement  (or 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  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) if, in the  aggregate,  the  changes in
               volume and price  represent  no more than a 20 percent  change in
               the maximum aggregate offering price set forth in the Calculation
               of   Registration   Fee  table  in  the  effective   registration
               statement; and

          (iii)include  any  additional  or changed  material  information  with
               respect to the plan of distribution  not previously  disclosed in
               the registration  statement or any material statement;  provided,
               however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
               the  information  required  to be  included  in a  post-effective
               amendment by those  paragraphs  is contained in periodic  reports
               filed  with or  furnished  to the  Commission  by the  Registrant
               pursuant to Section 13 or 15(d) or the Securities Exchange Act of
               1934  that are  incorporated  by  reference  in the  registration
               statement.

     (2)  That,  for  the  purposes  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 for such  securities  at the time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of  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 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 the
     registration  statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  therein,  and the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     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 such liabilities (other than the payment
     by the  Registrant  of expenses  incurred or paid by  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 it counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.
SIGNATURES

Pursuant  to the  requirement  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,  or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly  authorized,  in the City of Tulsa,  State of Oklahoma on the 19
day of December, 2000.

                                          PETROCORP INCORPORATED

                                      By:  /s/ Steven R. Berlin
                                      Steven R. Berlin, Chief Financial Officer,
                                      Secretary, and Treasurer
                                      (On behalf of the Registrant and as the
                                      Principal Financial Officer)

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

Signature                             Title                           Date

/s/ Gary R. Christopher President and Chief Executive Officer  December 7, 2000
Gary R. Christopher     Director

/s/ Steven E. Amos      Corporate Controller                   December 7, 2000
Steven E. Amos

/s/ Thomas N. Amonett   Director                               December 7, 2000
Thomas N. Amonett

/s/ Mark W. Files       Director                               December 7, 2000
Mark W. Files

_____________________   Director                               December 7, 2000
W. Neil McBean

/s/ Stephen M. McGrath  Director                               December 7, 2000
Stephen M. McGrath

/s/ Lealon L. Sargent   Director                               December 7, 2000
Lealon L. Sargent

______________________  Director                               December 7, 2000
Robert C. Thomas
THE PLAN.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma,
as of December 19, 2000.

                                                     PETROCORP INCORPORATED
                                                     2000 STOCK OPTION PLAN

                                                By:/s/ Gary R. Christopher

                                                  Gary R. Christopher, President
                                                  and Chief Executive Officer

                                                By:/s/ Steven R. Berlin

                                                  Steven R. Berlin,
                                                  Chief Financial Officer
POWER OF ATTORNEY

     Each person  whose  signature  appears  below hereby  authorizes  Steven R.
Berlin  and Steven E. Amos,  or either of them,  to file one or more  amendments
(including  post-effective  amendments)  to the  Registration  Statement,  which
amendments  may make such  changes in the  Registration  Statement  as Steven R.
Berlin or Steven E. Amos deems appropriate, and each such person hereby appoints
Steven R. Berlin and Steven E. Amos, or either of them, as  attorney-in-fact  to
execute  in the name and on  behalf  of each  person  individually,  and in each
capacity stated below, any such amendment to the Registration Statement.

Signature                 Title                                   Date

/s/ Gary R. Christopher President and Chief Executive Officer  December 7, 2000
Gary R. Christopher     Director

/s/ Steven R. Berlin    Chief Financial Officer, Secretary,    December 7, 2000
Steven R. Berlin        Treasurer

/s/ Steven E. Amos      Corporate Controller                   December 7, 2000
Steven E. Amos

/s/ Thomas N. Amonett   Director                               December 7, 2000
Thomas N. Amonett

/s/ Mark W. Files       Director                               December 7, 2000
Mark W. Files

_____________________   Director                               December 7, 2000
W. Neil McBean

/s/ Stephen M. McGrath  Director                               December 7, 2000
Stephen M. McGrath

/s/ Lealon L. Sargent   Director                               December 7, 2000
Lealon L. Sargent

_____________________   Director                               December 7, 2000
Robert C. Thomas
INDEX TO EXHIBITS

Exhibit
Number   Description of Exhibits

4.0  PetroCorp Incorporated 2000 Stock Option Plan

5.0  Opinion of Frederic  Dorwart,  Lawyers,  regarding whether the Common Stock
     registered  herein,  when sold,  will be legally  issued,  fully paid,  and
     non-assessable

23.0 Consent of Frederic  Dorwart,  Lawyers,  (included in the opinion  filed as
     Exhibit 5.0)

23.1 Consent of PricewaterhouseCoopers LLP

24.0 Power of Attorney