<PAGE>
 
As filed with the Securities and Exchange Commission on September 8, 1995
Registration No. 33-_______________

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   ________

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

                                   ________

                             THE WISER OIL COMPANY
              (Exact name of issuer as specified in its charter)
          Delaware                                           55-0522128
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                      Identification No.)

   8115 Preston Road, Suite 400
          Dallas, Texas                                       75225
(Address of Principal Executive Offices)                   (Zip Code)

                                   ________
                                        
                THE WISER OIL COMPANY 1991 STOCK INCENTIVE PLAN
                           (Full title of the Plan)

                                   ________

          Lawrence J. Finn                                   Copy to:
       Vice President, Finance                             Kenn W. Webb
        The Wiser Oil Company                           Thompson & Knight,
     8115 Preston Road, Suite 400                   A Professional Corporation
         Dallas, Texas 75225                     1700 Pacific Avenue, Suite 3300
(Name and address of agent for service)                Dallas, Texas 75201
                                                          (214) 969-1700

           (214) 265-0080
   (Telephone number, including
   area code, of agent for service)
 
<TABLE> 
<CAPTION> 
                                 CALCULATION OF REGISTRATION FEE
     ----------------------------------------------------------------------------------------- 
     Title of                           Proposed         Proposed maximum       Amount
     securities        Amount           maximum              aggregate            of
      to be             to be        offering price          offering        registration
     registered       registered      per share(1)           price (1)           fee
     -----------------------------------------------------------------------------------------
     <S>              <C>            <C>                 <C>                 <C> 
     Common stock      360,000           $14.00             $5,040,000         $1,737.94
     $3.00 par value
     per share
     -----------------------------------------------------------------------------------------
</TABLE> 
 

     (1) Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) on the basis of the average of the high and low
     prices for the Common Stock ($14.00) quoted in the consolidated reporting
     system on September 6, 1995, as reported in the September 7, 1995 edition
     of THE WALL STREET JOURNAL.
<PAGE>
 
Documents Incorporated by Reference
-----------------------------------

     The contents of the Registration Statement of The Wiser Oil Company (the
"Company") on Form S-8, Registration No. 33-44171, filed with the Securities and
Exchange Commission on November 25, 1991, including the documents incorporated
by reference therein, are incorporated by reference into this Registration
Statement.

     All documents filed by the Company with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c) and 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Registration Statement and
prior to the termination of the offering to which it relates shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Amendments to Plan
------------------

     On August 16, 1994, the Board of Directors adopted amendments to the Plan
that (i) increased from 240,000 to 600,000 the aggregate number of shares of the
Company's Common Stock reserved for issuance pursuant to options granted under
the Plan or as restricted shares awarded under the Plan, and (ii) extended the
duration of the Plan by five years so that options may be granted and restricted
shares may be awarded under the Plan until June 30, 2001.  These amendments were
approved by the shareholders of the Company on May 15, 1995.
 
Exhibits
--------

     In addition to the exhibits filed or incorporated by reference into the
Prior Registration Statements, the following documents are filed as exhibits to
this Registration Statement:

          4.1   The Wiser Oil Company 1991 Stock Option Plan, as amended.

          5.1   Opinion of Thompson & Knight, P.C., regarding 360,000 shares of
                Common Stock.

          24.1  Consent of independent public accountants to incorporation of
                reports by reference.

          24.2  Consent of counsel (included in the opinion of Thompson &
                Knight, P.C., filed herewith as Exhibit 5.1).

                                       2
<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 Dallas, State of Texas on the 8th day of September,
1995.

                                      THE WISER OIL COMPANY

                                      By:___________________________________
                                        Andrew J. Shoup, Jr., President, 
                                        Chief Executive Office and Director

     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.  The undersigned persons hereby
constitute and appoint Andrew J. Shoup, Jr. and Lawrence J. Finn, or either of
them, as our true and lawful attorneys-in-fact with full power to execute in our
name and on our behalf in the capacities indicated below any and all amendments
to this Registration Statement to be filed with the Securities and Exchange
Commission and hereby ratify and confirm all that such attorneys-in-fact shall
lawfully do or cause to be done by virtue hereof.

<TABLE> 
<CAPTION> 
                               Capacity in
     Signature                 Which Signed                  Date
     ---------                 ------------                  ----

<S>                            <C>                           <C>   
                               Chairman of Board             September 8, 1995  
___________________________                                  -----------------  
John C. Wright                                                                  
                                                                                
                               President, Chief Executive    September 8, 1995  
___________________________                                  -----------------  
Andrew J. Shoup, Jr.           Officer, and Director                            
                                                                                
                               Director                      September 8, 1995  
___________________________                                  -----------------  
Paul D. Neuenschwander                                                          
                                                                                
                               Director                      September 8, 1995  
___________________________                                  -----------------  
C. Frayer Kimball, III
 
                               Director                      September 8, 1995 
___________________________                                  ----------------- 
Howard D. Hamilton                                                             
                                                                               
                               Director                      September 8, 1995 
___________________________                                  ----------------- 
A. W. Schenck, III                                                             
                                                                               
                               Director                      September 8, 1995 
___________________________                                  ----------------- 
Ronald A. Lenser                                                               
                                                                               
                               Director                      September 8, 1995 
___________________________                                  -----------------  
John W. Cushing, III
 
                               Director                      September 8, 1995 
___________________________                                  ----------------- 
Jon L. Mosle, Jr.                                                              
                                                                               
                               Vice President Finance        September 8, 1995 
___________________________                                  ----------------- 
Lawrence J. Finn               and Chief Financial Officer                     
                               (principal financial and accounting officer)     
</TABLE>                                                                  
                                                                          
                                       3                                  
                                                                          
                                                                          
                                                                          
<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 Dallas and State of Texas on the 8th day of
September, 1995.

                                     THE WISER OIL COMPANY

                                     By: /s/ANDREW J. SHOUP, JR.
                                        ---------------------------------------
                                        Andrew J. Shoup, Jr., President,
                                        Chief Executive Office and Director

     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.  The undersigned persons hereby
constitute and appoint Andrew J. Shoup, Jr. and Lawrence J. Finn, or either of
them, as our true and lawful attorneys-in-fact with full power to execute in our
name and on our behalf in the capacities indicated below any and all amendments
to this Registration Statement to be filed with the Securities and Exchange
Commission and hereby ratify and confirm all that such attorneys-in-fact shall
lawfully do or cause to be done by virtue hereof.

<TABLE> 
<CAPTION> 
                                  Capacity in
       Signature                  Which Signed                Date
       ---------                  ------------                ----

<S>                               <C>                         <C> 
/s/JOHN C. WRIGHT                 Chairman of Board           September 8, 1995
---------------------------                                   -----------------
John C. Wright
 
/s/ANDREW J. SHOUP, JR.           President, Chief Executive  September 8, 1995
---------------------------                                   -----------------
Andrew J. Shoup, Jr.              Officer, and Director
 
/s/PAUL D. NEUENSCHWANDER         Director                    September 8, 1995
---------------------------                                   -----------------
Paul D. Neuenschwander
 
/s/C. FRAYER KIMBALL, III         Director                    September 8, 1995
---------------------------                                   -----------------
C. Frayer Kimball, III
 
/s/HOWARD D. HAMILTON             Director                    September 8, 1995
---------------------------                                   -----------------
Howard D. Hamilton
 
/s/A. W. SCHENCK, III             Director                    September 8, 1995
---------------------------                                   -----------------
A. W. Schenck, III
 
/s/RONALD A. LENSER               Director                    September 8, 1995
---------------------------                                   -----------------
Ronald A. Lenser
 
/s/JOHN W. CUSHING, III           Director                    September 8, 1995
---------------------------                                   -----------------
John W. Cushing, III
 
/s/JON L. MOSLE, JR.              Director                    September 8, 1995
---------------------------                                   -----------------
Jon L. Mosle, Jr.
 
/s/LAWRENCE J. FINN               Vice President Finance      September 8, 1995
---------------------------                                   -----------------
Lawrence J. Finn                  and Chief Financial Officer
                                  (principal financial and accounting officer)
</TABLE> 

                                       4
<PAGE>
 
                                   EXHIBITS
                                   --------

     IN ADDITION TO THE EXHIBITS FILED OR INCORPORATED BY REFERENCE INTO
THE PRIOR REGISTRATION STATEMENTS, THE FOLLOWING DOCUMENTS ARE FILED AS EXHIBITS
TO THIS REGISTRATION STATEMENT:
          
          4.1   THE WISER OIL COMPANY 1991 STOCK OPTION PLAN, AS AMENDED.

          5.1   OPINION OF THOMPSON & KNIGHT, P.C., REGARDING 360,000 SHARES OF
                COMMON STOCK.

          24.1  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS TO INCORPORATION OF
                REPORTS BY REFERENCE.

          24.2  CONSENT OF COUNSEL (INCLUDED IN THE OPINION OF THOMPSON &
                KNIGHT, P.C., FILED HEREWITH AS EXHIBIT 5.1).
                
                                       5
<PAGE>
 
                                                      EXHIBIT 4.1
 
                             THE WISER OIL COMPANY

             1991 STOCK INCENTIVE PLAN AS AMENDED AUGUST 16, 1994

          The purposes of the 1991 Stock Incentive Plan (the "Plan") are to
encourage eligible employees of The Wiser Oil Company (the "Company") and its
Subsidiaries to increase their efforts to make the Company and each Subsidiary
more successful, to provide an additional inducement for such employees to
remain with the Company or a Subsidiary, to reward such employees by providing
an opportunity to acquire shares of the Common Stock, $3.00 par value, of the
Company (the "Common Stock") on favorable terms and to provide a means through
which the Company may attract able persons to enter the employ of the Company or
one of its Subsidiaries. For the purposes of the Plan, the term "Subsidiary"
means any corporation in an unbroken chain of corporations beginning with the
Company if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing at least fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain.

                                   SECTION 1

                                ADMINISTRATION

          The Plan shall be administered by a Committee (the "Committee")
appointed by the Board of Directors of the company (the "Board") and consisting
of not less than two members of the Board, who, at the time of their appointment
to the Committee and at all times during their service as members of the
Committee, are "disinterested persons" as then defined under Rule 16b-3 under
the Securities Exchange Act of 1934, as amended (the "1934 Act") or any
successor rule.

          The Committee shall interpret the Plan and prescribe such rules,
regulations and procedures in connection with the operations of the Plan as it
shall deem to be necessary and advisable for the administration of the Plan
consistent with the purposes of the Plan.

          The Committee shall keep records of action taken at its meetings.  A
majority of the Committee shall constitute a quorum at any meeting and the acts
of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee, shall be
the acts of the Committee.

                                       6
<PAGE>
 
                                   SECTION 2

                                  ELIGIBILITY

          Those employees of the Company or any Subsidiary who share
responsibility for the management, growth or protection of the business of the
Company or any Subsidiary shall be eligible to be granted stock options and to
receive restricted share awards as described herein.

          Subject to the provisions of the Plan, the Committee shall have full
and final authority, in its discretion, to grant stock options and to award
restricted shares as described herein and to determine the employees to whom any
such grant or award shall be made and the number of shares to be covered
thereby.  In determining the eligibility of any employee, as well as in
determining the number of shares covered by each grant of a stock option or
award of restricted shares the Committee shall consider the position and the
responsibilities of the employee being considered, the nature and value to the
Company or a Subsidiary of his or her services, his or her present and/or
potential contribution to the success of the Company or a Subsidiary and such
other factors as the Committee may deem relevant.

                                   SECTION 3

                        SHARES AVAILABLE UNDER THE PLAN

          The aggregate number of shares of the Common Stock which may be issued
or delivered and as to which grants of stock options or awards of restricted
shares may be made under the Plan is 600,000 shares, subject to adjustment and
substitution as set forth in Section 8.  If any stock option granted under the
Plan is cancelled by mutual consent or terminates or expires for any reason
without having been exercised, the number of shares subject thereto shall again
be available for purposes of the Plan.  If any shares of the Common Stock are
forfeited to the Company pursuant to the restrictions applicable to restricted
shares awarded under the Plan, the number of shares so forfeited shall again be
available for purposes of the Plan.  The shares which may be issued or delivered
under the Plan may be either authorized but unissued shares or shares previously
issued and thereafter acquired by the Company or partly each, as shall be
determined from time to time by the Board.

                                       7
<PAGE>
 
                                   SECTION 4

                       GRANT OF STOCK OPTIONS AND AWARDS
                             OF RESTRICTED SHARES

          The Committee shall have authority, in its discretion, (a) to grant
"incentive stock options" pursuant to Section 422 of the Internal Revenue Code
of 1986 (the "Code"), to grant "nonstatutory stock option" (i.e., stock options
which do not qualify under Section 422 or 423 of the Code) or to grant both
types of stock options (but not in tandem) and (b) to award restricted shares.

          Notwithstanding any other provision contained in the Plan or in any
stock option agreement or an amendment thereto, but subject to the possible
exercise of the Committee's discretion contemplated in the last sentence of this
Section 4, the aggregate fair market value, determined as provided in Section
5(G) on the date of grant of incentive stock options, of the shares with respect
to which such incentive stock options are exercisable for the first time by an
employee during any calendar year under all plans of the corporation employing
such employee, any parent or subsidiary corporation of such corporation and any
predecessor corporation of any such corporation shall not exceed $100,000.  If
the date on which one or more incentive stock options could first be exercised
would be accelerated pursuant to any provision of the Plan or any stock option
agreement or an amendment thereto, and the acceleration of such exercise date
would result in a violation of the $100,000 restriction set forth in the
preceding sentence, then, notwithstanding any such provision, but subject to the
provisions of the next succeeding sentence, the exercise date of such incentive
stock options shall be accelerated only to the extent, if any, that does not
result in a violation of such restriction and, in such event, the exercise date
of the incentive stock options with the lowest option prices shall be
accelerated first.  The Committee may, in its discretion, authorize the
acceleration of the exercise date of one or more incentive stock options even if
such acceleration would violate the $100,000 restriction set forth in the first
sentence of this paragraph and even if one or more such incentive stock options
are converted in whole or in part to nonstatutory stock options.

                                       8
<PAGE>
 
                                   SECTION 5

                     TERMS AND CONDITIONS OF STOCK OPTIONS

          Stock options granted under the Plan shall be subject to the following
terms and conditions:

               (A)   The purchase price at which each stock option may
          be exercised (the "option price") shall be such price as the
          Committee, in its discretion, shall determine but shall not
          be less than one hundred percent (100%) of the fair market
          value per share of the Common Stock covered by the stock
          option on the date of grant, except that in the case of an
          incentive stock option granted to an employee who,
          immediately prior to such grant, owns stock possessing more
          than ten percent (10%) of the total combined voting power of
          all classes of stock of the Company or any Subsidiary (a
          "Ten Percent Employee"), the option price shall not be less
          than one hundred ten percent (110%) of such fair market
          value on the date of grant. For purposes of this Section
          5(A), the fair market value of the Common Stock shall be
          determined as provided in Section 5(G). For purposes of this
          Section 5(A), an individual (i) shall be considered as
          owning not only shares of stock owned individually but also
          all shares of stock that are at the time owned, directly or
          indirectly, by or for the spouse, ancestors, lineal
          descendants and brothers and sisters (whether by the whole
          or half blood) of such individual and (ii) shall be
          considered as owning proportionately any shares owned,
          directly or indirectly, by or for any corporation,
          partnership, estate or trust in which such individual is a
          stockholder, partner or beneficiary.

               (B)   The option price for each stock option shall be
          paid in full upon exercise and shall be payable in cash in
          United States dollars (including check, bank draft or money
          order), which may include cash forwarded through a broker or
          other agent-sponsored exercise or financing program;
          provided, however, that in lieu of such cash the person
          exercising the stock option may (if authorized by the
          Committee at the time of grant in the case of an incentive

                                       9
<PAGE>
 
          stock option, or at any time in the case of a nonstatutory
          stock option) pay the option price in whole or in part by
          delivering to the Company shares of the Common Stock having
          a fair market value on the date of exercise of the stock
          option, determined as provided in Section 5(G), equal to the
          option price for the shares being purchased; except that (i)
          any portion of the option price representing a fraction of a
          share shall in any event be paid in cash and (ii) no shares
          of the Common Stock which have been held for less than one
          year may be delivered in payment of the option price of a
          stock option. If the person exercising a stock option
          participates in a broker or other agent-sponsored exercise
          or financing program, the Company will cooperate with all
          reasonable procedures of the broker or other agent to permit
          participation by the person exercising the stock option in
          the exercise or financing program. Notwithstanding any
          procedure of the broker or other agent-sponsored exercise or
          financing program, if the option price is paid in cash, the
          exercise of the stock option shall not be deemed to occur
          and no shares of the Common Stock will be issued or
          delivered until the Company has received full payment in
          cash (including check, bank draft or money order) for the
          option price from the broker or other agent. The date of
          exercise of a stock option shall be determined under
          procedures established by the Committee, and as of the date
          of exercise the person exercising the stock option shall be
          considered for all purposes to be the owner of the shares
          with respect to which the stock option has been exercised.
          Payment of the option price with shares shall not increase
          the number of shares of the Common Stock which may be issued
          or delivered under the Plan as provided in Section 3.

               (C)   No stock option shall be exercisable by a grantee
          during the first six months of its term except that this
          limitation shall not apply following the death of a grantee
          during employment (as provided in Section 5(E)) or if
          Section 9 becomes applicable. Subject to the terms of
          Section 5(E) providing for earlier termination of a stock
          option, no stock option shall be exercisable after the
          expiration of ten years (five years in the case of any
          incentive stock option granted to a Ten Percent Employee)
          from the date of grant. A stock

                                       10
<PAGE>
 
          option to the extent exercisable at any time may be
          exercised in whole or in part.

               (D)   No stock option shall be transferable by the
          grantee otherwise than by Will, or if the grantee dies
          intestate, by the laws of descent and distribution of the
          state of domicile of the grantee at the time of death. All
          stock options shall be exercisable during the lifetime of
          the grantee only by the grantee.

               (E)   Unless the Committee, in its discretion, shall
          otherwise determine but subject to the provisions of Section
          4 in the case of incentive stock options:

                    (i)     If the employment of a grantee who
               is not disabled within the meaning of Section
               422(c)(6) of the Code (a "Disabled Grantee") is
               voluntarily terminated with the consent of the
               Company or a Subsidiary or a grantee retires
               under any retirement plan of the Company or a
               Subsidiary, any then outstanding incentive stock
               option held by such grantee shall be exercisable
               by the grantee (but only to the extent
               exercisable by the grantee immediately prior to
               the termination of employment) at any time prior
               to the expiration date of such incentive stock
               option or within three months after the date of
               termination of employment, whichever is the
               shorter period;

                    (ii)    If the employment of a grantee who
               is not a Disabled Grantee is voluntarily
               terminated with the consent of the company or a
               Subsidiary or a grantee retires under any
               retirement plan of the Company or a Subsidiary,
               any then outstanding nonstatutory stock option
               held by such grantee shall be exercisable by the
               grantee (but only to the extent exercisable by
               the grantee immediately prior to the termination
               of employment) at any time prior to the
               expiration date of such nonstatutory stock option
               or within

                                       11
<PAGE>
 
               one year after the date of termination of
               employment, whichever is the shorter period;

                    (iii)   If the employment of a grantee who
               is a Disabled Grantee is voluntarily terminated
               with the consent of the Company or a Subsidiary,
               subject to the six-month restriction of Section
               5(C), any then outstanding stock option held by
               such grantee shall be exercisable in full
               (whether or not so exercisable by the grantee
               immediately prior to the termination of
               employment) by the grantee at any time prior to
               the expiration date of such stock option or
               within one year after the date of termination of
               employment, whichever is the shorter period;

                    (iv)    Following the death of a grantee
               during employment, any outstanding stock option
               held by the grantee at the time of death shall be
               exercisable in full (whether or not so
               exercisable by the grantee immediately prior to
               the death of the grantee) by the person entitled
               to do so under the Will of the grantee, or, if
               the grantee shall fail to make testamentary
               disposition of the stock option or shall die
               intestate, by the legal representative of the
               grantee at any time prior to the expiration date
               of such stock option or within one year after the
               date of death, whichever is the shorter period;

                    (v)     Following the death of a grantee
               after termination of employment during a period
               when a stock option is exercisable, any
               outstanding stock option held by the grantee at
               the time of death shall be exercisable by such
               person entitled to do so under the Will of the
               grantee or by such legal representative (but only
               to the extent the stock option was exercisable by
               the grantee immediately prior to the death of the
               grantee) at any time prior to the expiration date
               of such stock option or within one year after the

                                       12
<PAGE>
 
               date of death, whichever is the shorter period;
               and

                    (vi)    Unless the exercise period of a
               stock option following termination of employment
               has been extended as provided in Section 9(C), if
               the employment of a grantee terminates for any
               reason other than voluntary termination with the
               consent of the Company or a Subsidiary,
               retirement under any retirement plan of the
               Company or a Subsidiary or death, all outstanding
               stock options held by the grantee at the time of
               such termination of employment shall
               automatically terminate.


          Whether termination of employment is a voluntary termination with the
consent of the Company or a Subsidiary and whether a grantee is a Disabled
Grantee shall be determined in each case, in its discretion, by the Committee
and any such determination by the Committee shall be final and binding.

          If a grantee of a stock option engages in the operation or management
of a business (whether as owner, partner, officer, director, employee or
otherwise and whether during or after termination of employment) which is in
competition with the Company or any of its Subsidiaries, the Committee may
immediately terminate all outstanding stock options held by the grantee;
provided, however, that this sentence shall not apply if the exercise period of
a stock option following termination of employment has been extended as provided
in Section 9(C).  Whether a grantee has engaged in the operation or management
of a business which is in competition with the Company or any of its
Subsidiaries shall also be determined, in its discretion, by the Committee, and
any such determination by the Committee shall be final and binding.

          (F)   All stock options shall be confirmed by a written agreement or
an amendment thereto in a form prescribed by the Committee, in its discretion.
Each agreement or amendment thereto shall be executed on behalf of the Company
by the Chief Executive Officer (if other than the President), the President or
any Vice President and by the grantee.

          (G)   Fair market value of the Common Stock shall be the mean between
the following prices, as applicable, for the date as of which fair market value
is to be determined as quoted in The Wall Street Journal (or in such other
                                 --- ---- ------ -------                  
reliable publication as

                                       13
<PAGE>
 
the Committee, in its discretion, may determine to rely upon):  (a) if the
Common Stock is listed on the New York Stock Exchange, the highest and lowest
sales prices per share of the Common Stock as quoted in the NYSE-Composite
Transactions listing for such date, (b) if the Common Stock is not listed on
such exchange, the highest and lowest sales prices per share of Common Stock for
such date on (or on any composite index including) the principal United States
securities exchange registered under the 1934 Act on which the Common Stock is
listed or (c) if the Common Stock is not listed on any such exchange, the
highest and lowest sales prices per share of the Common Stock for such date on
the National Association of Securities Dealers Automated Quotations System or
any successor system then in use ("NASDAQ").  If there are no such sale price
quotations for the date as of which fair market value is to be determined but
there are such sale price quotations within a reasonable period both before and
after such date, then fair market value shall be determined by taking a weighted
average of the means between the highest and lowest sales prices per share of
the Common Stock as so quoted on the nearest date before and the nearest date
after the date as of which fair market value is to be determined.  The average
should be weighted inversely by the respective numbers of trading days between
the selling dates and the date as of which fair market value is to be
determined.  If there are no such sale price quotations on or within a
reasonable period both before and after the date as of which fair market value
is to be determined, then fair market value of the Common Stock shall be the
mean between the bona fide bid and asked prices per share of Common Stock as so
quoted for such date on NASDAQ, or if none, the weighted average of the means
between such bona fide bid and asked prices on the nearest trading date before
and the nearest trading date after the date as of which fair market value is to
be determined, if both such dates are within a reasonable period.  The average
is to be determined in the manner described above in this Section 5(G).  If the
fair market value of the Common Stock cannot be determined on the basis
previously set forth in this Section 5(G) on the date as of which fair market
value is to be determined, the Committee shall in good faith determine the fair
market value of the Common Stock on such date.  Fair market value shall be
determined without regard to any restriction other than a restriction which, by
its terms, will never lapse.

          Subject to the foregoing provisions of this Section and the other
provisions of the Plan, any stock option granted under the Plan may be exercised
at such times and in such amounts and be subject to such restrictions and other
terms and conditions, if any, as shall be determined, in its discretion, by the
Committee and set forth in the agreement referred to in Section 5(F) or an
amendment thereto.

                                       14
<PAGE>
 
                                   SECTION 6

                            TERMS AND CONDITIONS OF
                            RESTRICTED SHARE AWARDS

          Restricted share awards shall be evidenced by a written agreement in a
form prescribed by the Committee, in its discretion, which shall set forth the
number of shares of the Common Stock awarded, the restrictions imposed thereon
(including, without limitation, restrictions on the right of the grantee to
sell, assign, transfer or encumber such shares while such shares are subject to
other restrictions imposed under this Section 6), the duration of such
restrictions, events (which may, in the discretion of the Committee, include
performance-based events) the occurrence of which would cause a forfeiture of
the restricted shares and such other terms and conditions as the Committee in
its discretion deems appropriate.  If restricted shares are awarded to an
officer or director as defined for purposes of Rule 16b-3 under the 1934 Act or
any successor rule, the restricted share agreement shall provide that the
restricted shares subject to such agreement may not be sold, assigned,
transferred or encumbered until at least six months have elapsed from the date
of the restricted share award unless Section 9 becomes applicable.  Restricted
share awards shall be effective only upon execution of the applicable restricted
share agreement on behalf of the Company by the Chief Executive Officer (if
other than the President), the President or any Vice President, and by the
awardee.

          Following a restricted share award and prior to the lapse or
termination of the applicable restrictions, the share certificates representing
the restricted shares shall be held by the Company in escrow.  Upon the lapse or
termination of the applicable restrictions (and not before such time), the share
certificates representing the restricted shares shall be delivered to the
awardee.  From the date a restricted share award is effective, the grantee shall
be a stockholder with respect to all the shares represented by the share
certificates for the restricted shares and shall have all the rights of a
stockholder with respect to the restricted shares, including the right to vote
the restricted shares and to receive all dividends and other distributions paid
with respect to the restricted shares, subject only to the succeeding paragraph
and the restrictions imposed by the Committee.

          If a dividend or other distribution shall be declared upon the Common
Stock payable in shares of the Common Stock, the shares of the Common Stock
distributed with respect to any restricted shares held in escrow shall also be
held by the Company in escrow and be subject to the same restrictions as are
applicable to the restricted shares.  If the outstanding shares of the Common
Stock shall be changed into or exchangeable for a different number or kind of
shares of stock or other securities of the Company or another corporation,
whether through reorganization, reclassification, recapitalization, stock

                                       15
<PAGE>
 
split-up, combination of shares, merger or consolidation or otherwise, such
stock or other securities into which any restricted shares held in escrow are
changed or for which any restricted shares held in escrow may be exchanged shall
also be held by the Company in escrow and be subject to the same restrictions as
are applicable to the restricted shares.  Owners of any restricted shares held
in escrow shall be treated in the same manner as owners of shares of the Common
Stock not held in escrow with respect to fractional shares resulting from any
dividend or other distribution with respect to restricted shares or from any
change in or exchange of restricted shares, and any cash or other property paid
in lieu of a fractional share shall be subject to the restrictions similar to
those applicable to the restricted shares except as otherwise determined by the
Committee in its discretion.

          If an awardee of restricted shares engages in the operation or
management of a business (whether as owner, partner, officer, director, employee
or otherwise and whether during or after termination of employment) which is in
competition with the Company or any of its Subsidiaries, the Committee may
immediately declare forfeited all restricted shares held by the awardee as to
which the restrictions have not yet lapsed.  Whether an awardee has engaged in
the operation or management of a business which is in competition with the
Company or any of its Subsidiaries shall also be determined, in its discretion,
by the Committee, and any such determination by the Committee shall be final and
binding.

                                   SECTION 7

                              ISSUANCE OF SHARES

          The obligation of the Company to issue or deliver shares of the Common
Stock under the Plan shall be subject to (i) the effectiveness of a registration
statement under the Securities Act of 1933, as amended, with respect to such
shares, if deemed necessary or appropriate by counsel for the Company, (ii) the
condition that the shares shall have been listed (or authorized for listing upon
official notice of issuance) upon each stock exchange, if any, on which the
shares of Common Stock may then be listed and (iii) all other applicable laws,
regulations, rules and orders which may then be in effect.

                                       16
<PAGE>
 
                                   SECTION 8

                     ADJUSTMENT AND SUBSTITUTION OF SHARES

          If a dividend or other distribution shall be declared upon the Common
Stock payable in shares of the Common Stock, the number of shares of the Common
Stock then subject to any outstanding stock options and the number of shares of
the Common Stock which may be issued or delivered under the Plan but are not
then subject to outstanding stock options shall be adjusted by adding thereto
the number of shares of the Common Stock which would have been distributable
thereon if such shares had been outstanding on the date fixed for determining
the stockholders entitled to receive such stock dividend or distribution.

          If the outstanding shares of the Common Stock shall be changed into or
exchangeable for a different number or kind of shares of stock or other
securities of the Company or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation or otherwise, then there shall be substituted
for each share of the Common Stock subject to any then outstanding stock option
and for each share of the Common Stock which may be issued or delivered under
the Plan but which is not then subject to any outstanding stock option, the
number and kind of shares of stock or other securities into which each
outstanding share of the Common Stock shall be so changed or for which each such
share shall be exchangeable.

          In case of any adjustment or substitution as provided for in this
Section 8, the aggregate option price for all shares subject to each then
outstanding stock option prior to such adjustment or substitution shall be the
aggregate option price for all shares of stock or other securities (including
any fraction) to which such shares shall have been adjusted or which shall have
been substituted for such shares.  Any new option price per share shall be
carried to at least three decimal places with the last decimal place rounded
upwards to the nearest whole number.


          No adjustment or substitution provided for in this Section 8 shall
require the Company to issue or deliver or sell a fraction of a share or other
security.  Accordingly, all fractional shares or other securities which result
from any such adjustment or substitution shall be eliminated and not carried
forward to any subsequent adjustment or substitution.

                                       17
<PAGE>
 
          If any such adjustment or substitution provided for in this Section 8
requires the approval of stockholders in order to enable the Company to grant
incentive stock options, then no such adjustment or substitution shall be made
without the required stockholder approval.  Notwithstanding the foregoing, in
the case of incentive stock options, if the effect of any such adjustment or
substitution would be to cause the stock option to fail to continue to qualify
as an incentive stock option or to cause a modification, extension or renewal of
such stock option within the meaning of Section 424 of the Code, the Committee
may determine that such adjustment or substitution not be made but rather shall
use reasonable efforts to effect such other adjustment of each then outstanding
stock option as the Committee, in its discretion, shall deem equitable and which
will not result in any disqualification, modification, extension or renewal
(within the meaning of Section 424 of the Code) of such incentive stock option.

                                   SECTION 9

                      ADDITIONAL RIGHTS IN CERTAIN EVENTS

     (A)  Definitions.

          For purposes of this Section 9, the following terms shall have the
following meaning:

          (1)  The term "Person" shall be used as that term is used in Section
13(d) and 14(d) of the 1934 Act.

          (2)  "Beneficial Ownership" shall be determined as provided in Rule
13d-3 under the 1934 Act as in effect on the effective date of the Plan.

          (3)  "Voting Shares" shall mean all securities of a company entitling
the holders thereof to vote in an annual election of Directors (without
consideration of the rights of any class of stock other than the Common Stock to
elect Directors by a separate class vote); and a specified percentage of "Voting
Power" of a company shall mean such number of the Voting Shares as shall enable
the holders thereof to cast such percentage of all the votes which could be cast
in an annual election of directors (without consideration of the rights of any
class of stock other than the Common Stock to elect Directors by a separate
class vote).

          (4)  "Tender Offer" shall mean a tender offer or exchange offer to
acquire securities of the Company (other than such an offer made by the Company
or any Subsidiary), whether or not such offer is approved or opposed by the
Board.

                                       18
<PAGE>
 
          (5)  "Section 9 Event" shall mean the date upon which any of the
following events occurs:

               (a)    The Company acquires actual knowledge that any Person
          other than the Company, a Subsidiary or any employee benefit plan(s)
          sponsored by the Company has acquired the Beneficial Ownership,
          directly or indirectly, of securities of the Company entitling such
          Person to 25% or more of the Voting Power of the Company;


               (b)(i) A Tender Offer is made to acquire securities of the
          Company entitling the holders thereof to 50% or more of the Voting
          Power of the Company; or (ii) Voting Shares are first purchased
          pursuant to any other Tender Offer;

               (c)    At any time less than 60% of the members of the Board of
          Directors shall be individuals who were either (i) Directors on the
          effective date of the Plan or (ii) individuals whose election, or
          nomination for election, was approved by a vote (including a vote
          approving a merger or other agreement providing the membership of such
          individuals on the Board of Directors) of at least two-thirds of the
          Directors then still in office who were Directors on the effective
          date of the Plan or who were so approved;

               (d)    The stockholders of the Company shall approve an
          agreement or plan (a "Reorganization Agreement") providing for the
          Company to be merged, consolidated or otherwise combined with, or for
          all or substantially all its assets or stock to be acquired by,
          another corporation, as a consequence of which the former stockholders
          of the Company will own, immediately after such merger, consolidation,
          combination or acquisition, less than a majority of the Voting Power
          of such surviving or acquiring corporation or the parent thereof; or

               (e)    The stockholders of the Company shall approve any
          liquidation of all or substantially all of the assets of the Company
          or any distribution to security holders of assets of the Company
          having a value equal to 30% or more or the total value of all the
          assets of the Company.

                                       19
<PAGE>
 
     (B)  Acceleration of the Exercise Date of Stock Options.

          Subject to the provisions of Section 4 in the case of incentive stock
options, unless the agreement referred to in Section 5(F), or an amendment
thereto, shall otherwise provide, notwithstanding any other provision contained
in the Plan, in case any Section 9 Event occurs all outstanding stock options
shall become immediately and fully exercisable whether or not otherwise
exercisable by their terms.

     (C)  Extension of the Expiration Date of Stock Options.

          Subject to the provisions of Section 4 in the case of incentive stock
options, unless the agreement referred to in Section 5(F), or an amendment
thereto, shall otherwise provide, notwithstanding any other provision contained
in the Plan, all stock options held by a grantee whose employment with the
Company or a Subsidiary terminates within one year of any Section 9 Event for
any reason other than voluntary termination with the consent of the Company or a
Subsidiary, retirement under any retirement plan of the Company or a Subsidiary
or death shall be exercisable for a period of three months from the date of such
termination of employment, but in no event after the expiration date of the
stock option.

     (D)  Lapse of Restrictions on Restricted Share Awards.

          Unless the agreement referred to in Section 6, or an amendment
thereto, shall otherwise provide, notwithstanding any other provision contained
in the Plan, if any Section 9 Event occurs prior to the scheduled lapse of all
restrictions applicable to restricted share awards under the Plan, all such
restrictions shall lapse upon the occurrence of any such Section 9 Event
regardless of the scheduled lapse of such restrictions.

                                  SECTION 10

          EFFECT OF THE PLAN ON THE RIGHTS OF EMPLOYEES AND EMPLOYER

          Neither the adoption of the Plan nor any action of the Board or the
Committee pursuant to the Plan shall be deemed to give any employee any right to
be granted a stock option or to be awarded restricted shares under the Plan.
Nothing in the Plan, in any stock option granted under the Plan, in any
restricted share award under the Plan or in any agreement providing for any of
the foregoing or amendment thereto shall confer any right to any employee to
continue in the employ of the Company or any Subsidiary or interfere in any way
with the rights of the Company or any Subsidiary to terminate the employment of
any employee at any time or adjust the compensation of any employee at any time.

                                       20
<PAGE>
 
                                  SECTION 11

                            AMENDMENT OR TERMINATION

          The right to amend the Plan at any time and from time to time and the
right to terminate the Plan are hereby specifically reserved to the Board;
provided always that no such termination shall terminate any outstanding stock
options granted under the Plan or cause a revocation or a forfeiture of any
restricted share award under the Plan; and provided further that no such
amendment of the Plan shall, without stockholder approval (a) increase the total
number of shares which may be issued or delivered under the Plan, (b) make any
changes in the class of employees eligible to receive incentive stock options or
(c) be made if stockholder approval of the amendment is at the time required for
stock options or restricted shares under the Plan to qualify for the exemption
from Section 16(b) of the 1934 Act provided by Rule 16b-3 or by the rules of the
NASDAQ National Market System or any stock exchange on which the Common Stock
may then be listed.  No amendment or termination of the Plan shall, without the
written consent of the holder of a stock option or restricted shares theretofore
granted or awarded under the Plan, adversely affect the rights of such holder
with respect thereto.

                                  SECTION 12

                      EFFECTIVE DATE AND DURATION OF PLAN

          The effective date and date of adoption of the Plan shall be July 1,
1991, the date of adoption of the Plan by the Board, provided that such adoption
of the Plan by the Board is approved by the affirmative vote of the holders of
at least a majority of the outstanding shares of voting stock of the Company
represented in person or by proxy at a meeting of such holders duly called,
convened and held on or prior to June 30, 1992.  No stock option granted under
the Plan may be exercised until after such approval and any restricted shares
awarded under the Plan shall be forfeited to the Company on June 30, 1992 if
such approval has not been obtained on or prior to that date.  No stock option
may be granted and no restricted shares may be awarded under the Plan subsequent
to June 30, 2001.

                                       21
[{"type": "S-8", "sequence": "1", "description": "FORM  S-8", "secsgml_size_bytes": 55538}]
{"company-data": {"conformed-name": "WISER OIL CO", "cik": "0000107874", "assigned-sic": "1311", "irs-number": "550522128", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62441", "film-number": "95571941"}, "business-address": {"street1": "8115 PRESTON RD STE 400", "city": "DALLAS", "state": "TX", "zip": "75225", "phone": "2142650080"}, "mail-address": {"street1": "8115 PRESTON ROAD", "street2": "SUITE 400", "city": "DALLAS", "state": "TX", "zip": "75225"}}
As filed with the Securities and Exchange Commission on September 8, 1995
Registration No. 33-_______________

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   ________

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

                                   ________

                             THE WISER OIL COMPANY
              (Exact name of issuer as specified in its charter)
          Delaware                                           55-0522128
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                      Identification No.)

   8115 Preston Road, Suite 400
          Dallas, Texas                                       75225
(Address of Principal Executive Offices)                   (Zip Code)

                                   ________
                                        
                THE WISER OIL COMPANY 1991 STOCK INCENTIVE PLAN
                           (Full title of the Plan)

                                   ________

          Lawrence J. Finn                                   Copy to:
       Vice President, Finance                             Kenn W. Webb
        The Wiser Oil Company                           Thompson & Knight,
     8115 Preston Road, Suite 400                   A Professional Corporation
         Dallas, Texas 75225                     1700 Pacific Avenue, Suite 3300
(Name and address of agent for service)                Dallas, Texas 75201
                                                          (214) 969-1700

           (214) 265-0080
   (Telephone number, including
   area code, of agent for service)
CALCULATION OF REGISTRATION FEE
     ----------------------------------------------------------------------------------------- 
     Title of                           Proposed         Proposed maximum       Amount
     securities        Amount           maximum              aggregate            of
      to be             to be        offering price          offering        registration
     registered       registered      per share(1)           price (1)           fee
     -----------------------------------------------------------------------------------------
Common stock      360,000           $14.00             $5,040,000         $1,737.94
     $3.00 par value
     per share
     -----------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) on the basis of the average of the high and low
     prices for the Common Stock ($14.00) quoted in the consolidated reporting
     system on September 6, 1995, as reported in the September 7, 1995 edition
     of THE WALL STREET JOURNAL.
Documents Incorporated by Reference
-----------------------------------

     The contents of the Registration Statement of The Wiser Oil Company (the
"Company") on Form S-8, Registration No. 33-44171, filed with the Securities and
Exchange Commission on November 25, 1991, including the documents incorporated
by reference therein, are incorporated by reference into this Registration
Statement.

     All documents filed by the Company with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c) and 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Registration Statement and
prior to the termination of the offering to which it relates shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Amendments to Plan
------------------

     On August 16, 1994, the Board of Directors adopted amendments to the Plan
that (i) increased from 240,000 to 600,000 the aggregate number of shares of the
Company's Common Stock reserved for issuance pursuant to options granted under
the Plan or as restricted shares awarded under the Plan, and (ii) extended the
duration of the Plan by five years so that options may be granted and restricted
shares may be awarded under the Plan until June 30, 2001.  These amendments were
approved by the shareholders of the Company on May 15, 1995.
 
Exhibits
--------

     In addition to the exhibits filed or incorporated by reference into the
Prior Registration Statements, the following documents are filed as exhibits to
this Registration Statement:

          4.1   The Wiser Oil Company 1991 Stock Option Plan, as amended.

          5.1   Opinion of Thompson & Knight, P.C., regarding 360,000 shares of
                Common Stock.

          24.1  Consent of independent public accountants to incorporation of
                reports by reference.

          24.2  Consent of counsel (included in the opinion of Thompson &
                Knight, P.C., filed herewith as Exhibit 5.1).

                                       2
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 Dallas, State of Texas on the 8th day of September,
1995.

                                      THE WISER OIL COMPANY

                                      By:___________________________________
                                        Andrew J. Shoup, Jr., President, 
                                        Chief Executive Office and Director

     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.  The undersigned persons hereby
constitute and appoint Andrew J. Shoup, Jr. and Lawrence J. Finn, or either of
them, as our true and lawful attorneys-in-fact with full power to execute in our
name and on our behalf in the capacities indicated below any and all amendments
to this Registration Statement to be filed with the Securities and Exchange
Commission and hereby ratify and confirm all that such attorneys-in-fact shall
lawfully do or cause to be done by virtue hereof.
Capacity in
     Signature                 Which Signed                  Date
     ---------                 ------------                  ----
Chairman of Board             September 8, 1995  
___________________________                                  -----------------  
John C. Wright                                                                  
                                                                                
                               President, Chief Executive    September 8, 1995  
___________________________                                  -----------------  
Andrew J. Shoup, Jr.           Officer, and Director                            
                                                                                
                               Director                      September 8, 1995  
___________________________                                  -----------------  
Paul D. Neuenschwander                                                          
                                                                                
                               Director                      September 8, 1995  
___________________________                                  -----------------  
C. Frayer Kimball, III
 
                               Director                      September 8, 1995 
___________________________                                  ----------------- 
Howard D. Hamilton                                                             
                                                                               
                               Director                      September 8, 1995 
___________________________                                  ----------------- 
A. W. Schenck, III                                                             
                                                                               
                               Director                      September 8, 1995 
___________________________                                  ----------------- 
Ronald A. Lenser                                                               
                                                                               
                               Director                      September 8, 1995 
___________________________                                  -----------------  
John W. Cushing, III
 
                               Director                      September 8, 1995 
___________________________                                  ----------------- 
Jon L. Mosle, Jr.                                                              
                                                                               
                               Vice President Finance        September 8, 1995 
___________________________                                  ----------------- 
Lawrence J. Finn               and Chief Financial Officer                     
                               (principal financial and accounting officer)
3
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 Dallas and State of Texas on the 8th day of
September, 1995.

                                     THE WISER OIL COMPANY

                                     By: /s/ANDREW J. SHOUP, JR.
                                        ---------------------------------------
                                        Andrew J. Shoup, Jr., President,
                                        Chief Executive Office and Director

     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.  The undersigned persons hereby
constitute and appoint Andrew J. Shoup, Jr. and Lawrence J. Finn, or either of
them, as our true and lawful attorneys-in-fact with full power to execute in our
name and on our behalf in the capacities indicated below any and all amendments
to this Registration Statement to be filed with the Securities and Exchange
Commission and hereby ratify and confirm all that such attorneys-in-fact shall
lawfully do or cause to be done by virtue hereof.
Capacity in
       Signature                  Which Signed                Date
       ---------                  ------------                ----
/s/JOHN C. WRIGHT                 Chairman of Board           September 8, 1995
---------------------------                                   -----------------
John C. Wright
 
/s/ANDREW J. SHOUP, JR.           President, Chief Executive  September 8, 1995
---------------------------                                   -----------------
Andrew J. Shoup, Jr.              Officer, and Director
 
/s/PAUL D. NEUENSCHWANDER         Director                    September 8, 1995
---------------------------                                   -----------------
Paul D. Neuenschwander
 
/s/C. FRAYER KIMBALL, III         Director                    September 8, 1995
---------------------------                                   -----------------
C. Frayer Kimball, III
 
/s/HOWARD D. HAMILTON             Director                    September 8, 1995
---------------------------                                   -----------------
Howard D. Hamilton
 
/s/A. W. SCHENCK, III             Director                    September 8, 1995
---------------------------                                   -----------------
A. W. Schenck, III
 
/s/RONALD A. LENSER               Director                    September 8, 1995
---------------------------                                   -----------------
Ronald A. Lenser
 
/s/JOHN W. CUSHING, III           Director                    September 8, 1995
---------------------------                                   -----------------
John W. Cushing, III
 
/s/JON L. MOSLE, JR.              Director                    September 8, 1995
---------------------------                                   -----------------
Jon L. Mosle, Jr.
 
/s/LAWRENCE J. FINN               Vice President Finance      September 8, 1995
---------------------------                                   -----------------
Lawrence J. Finn                  and Chief Financial Officer
                                  (principal financial and accounting officer)
4
EXHIBITS
                                   --------

     IN ADDITION TO THE EXHIBITS FILED OR INCORPORATED BY REFERENCE INTO
THE PRIOR REGISTRATION STATEMENTS, THE FOLLOWING DOCUMENTS ARE FILED AS EXHIBITS
TO THIS REGISTRATION STATEMENT:
          
          4.1   THE WISER OIL COMPANY 1991 STOCK OPTION PLAN, AS AMENDED.

          5.1   OPINION OF THOMPSON & KNIGHT, P.C., REGARDING 360,000 SHARES OF
                COMMON STOCK.

          24.1  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS TO INCORPORATION OF
                REPORTS BY REFERENCE.

          24.2  CONSENT OF COUNSEL (INCLUDED IN THE OPINION OF THOMPSON &
                KNIGHT, P.C., FILED HEREWITH AS EXHIBIT 5.1).
                
                                       5
EXHIBIT 4.1
 
                             THE WISER OIL COMPANY

             1991 STOCK INCENTIVE PLAN AS AMENDED AUGUST 16, 1994

          The purposes of the 1991 Stock Incentive Plan (the "Plan") are to
encourage eligible employees of The Wiser Oil Company (the "Company") and its
Subsidiaries to increase their efforts to make the Company and each Subsidiary
more successful, to provide an additional inducement for such employees to
remain with the Company or a Subsidiary, to reward such employees by providing
an opportunity to acquire shares of the Common Stock, $3.00 par value, of the
Company (the "Common Stock") on favorable terms and to provide a means through
which the Company may attract able persons to enter the employ of the Company or
one of its Subsidiaries. For the purposes of the Plan, the term "Subsidiary"
means any corporation in an unbroken chain of corporations beginning with the
Company if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing at least fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain.

                                   SECTION 1

                                ADMINISTRATION

          The Plan shall be administered by a Committee (the "Committee")
appointed by the Board of Directors of the company (the "Board") and consisting
of not less than two members of the Board, who, at the time of their appointment
to the Committee and at all times during their service as members of the
Committee, are "disinterested persons" as then defined under Rule 16b-3 under
the Securities Exchange Act of 1934, as amended (the "1934 Act") or any
successor rule.

          The Committee shall interpret the Plan and prescribe such rules,
regulations and procedures in connection with the operations of the Plan as it
shall deem to be necessary and advisable for the administration of the Plan
consistent with the purposes of the Plan.

          The Committee shall keep records of action taken at its meetings.  A
majority of the Committee shall constitute a quorum at any meeting and the acts
of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee, shall be
the acts of the Committee.

                                       6
SECTION 2

                                  ELIGIBILITY

          Those employees of the Company or any Subsidiary who share
responsibility for the management, growth or protection of the business of the
Company or any Subsidiary shall be eligible to be granted stock options and to
receive restricted share awards as described herein.

          Subject to the provisions of the Plan, the Committee shall have full
and final authority, in its discretion, to grant stock options and to award
restricted shares as described herein and to determine the employees to whom any
such grant or award shall be made and the number of shares to be covered
thereby.  In determining the eligibility of any employee, as well as in
determining the number of shares covered by each grant of a stock option or
award of restricted shares the Committee shall consider the position and the
responsibilities of the employee being considered, the nature and value to the
Company or a Subsidiary of his or her services, his or her present and/or
potential contribution to the success of the Company or a Subsidiary and such
other factors as the Committee may deem relevant.

                                   SECTION 3

                        SHARES AVAILABLE UNDER THE PLAN

          The aggregate number of shares of the Common Stock which may be issued
or delivered and as to which grants of stock options or awards of restricted
shares may be made under the Plan is 600,000 shares, subject to adjustment and
substitution as set forth in Section 8.  If any stock option granted under the
Plan is cancelled by mutual consent or terminates or expires for any reason
without having been exercised, the number of shares subject thereto shall again
be available for purposes of the Plan.  If any shares of the Common Stock are
forfeited to the Company pursuant to the restrictions applicable to restricted
shares awarded under the Plan, the number of shares so forfeited shall again be
available for purposes of the Plan.  The shares which may be issued or delivered
under the Plan may be either authorized but unissued shares or shares previously
issued and thereafter acquired by the Company or partly each, as shall be
determined from time to time by the Board.

                                       7
SECTION 4

                       GRANT OF STOCK OPTIONS AND AWARDS
                             OF RESTRICTED SHARES

          The Committee shall have authority, in its discretion, (a) to grant
"incentive stock options" pursuant to Section 422 of the Internal Revenue Code
of 1986 (the "Code"), to grant "nonstatutory stock option" (i.e., stock options
which do not qualify under Section 422 or 423 of the Code) or to grant both
types of stock options (but not in tandem) and (b) to award restricted shares.

          Notwithstanding any other provision contained in the Plan or in any
stock option agreement or an amendment thereto, but subject to the possible
exercise of the Committee's discretion contemplated in the last sentence of this
Section 4, the aggregate fair market value, determined as provided in Section
5(G) on the date of grant of incentive stock options, of the shares with respect
to which such incentive stock options are exercisable for the first time by an
employee during any calendar year under all plans of the corporation employing
such employee, any parent or subsidiary corporation of such corporation and any
predecessor corporation of any such corporation shall not exceed $100,000.  If
the date on which one or more incentive stock options could first be exercised
would be accelerated pursuant to any provision of the Plan or any stock option
agreement or an amendment thereto, and the acceleration of such exercise date
would result in a violation of the $100,000 restriction set forth in the
preceding sentence, then, notwithstanding any such provision, but subject to the
provisions of the next succeeding sentence, the exercise date of such incentive
stock options shall be accelerated only to the extent, if any, that does not
result in a violation of such restriction and, in such event, the exercise date
of the incentive stock options with the lowest option prices shall be
accelerated first.  The Committee may, in its discretion, authorize the
acceleration of the exercise date of one or more incentive stock options even if
such acceleration would violate the $100,000 restriction set forth in the first
sentence of this paragraph and even if one or more such incentive stock options
are converted in whole or in part to nonstatutory stock options.

                                       8
SECTION 5

                     TERMS AND CONDITIONS OF STOCK OPTIONS

          Stock options granted under the Plan shall be subject to the following
terms and conditions:

               (A)   The purchase price at which each stock option may
          be exercised (the "option price") shall be such price as the
          Committee, in its discretion, shall determine but shall not
          be less than one hundred percent (100%) of the fair market
          value per share of the Common Stock covered by the stock
          option on the date of grant, except that in the case of an
          incentive stock option granted to an employee who,
          immediately prior to such grant, owns stock possessing more
          than ten percent (10%) of the total combined voting power of
          all classes of stock of the Company or any Subsidiary (a
          "Ten Percent Employee"), the option price shall not be less
          than one hundred ten percent (110%) of such fair market
          value on the date of grant. For purposes of this Section
          5(A), the fair market value of the Common Stock shall be
          determined as provided in Section 5(G). For purposes of this
          Section 5(A), an individual (i) shall be considered as
          owning not only shares of stock owned individually but also
          all shares of stock that are at the time owned, directly or
          indirectly, by or for the spouse, ancestors, lineal
          descendants and brothers and sisters (whether by the whole
          or half blood) of such individual and (ii) shall be
          considered as owning proportionately any shares owned,
          directly or indirectly, by or for any corporation,
          partnership, estate or trust in which such individual is a
          stockholder, partner or beneficiary.

               (B)   The option price for each stock option shall be
          paid in full upon exercise and shall be payable in cash in
          United States dollars (including check, bank draft or money
          order), which may include cash forwarded through a broker or
          other agent-sponsored exercise or financing program;
          provided, however, that in lieu of such cash the person
          exercising the stock option may (if authorized by the
          Committee at the time of grant in the case of an incentive

                                       9
stock option, or at any time in the case of a nonstatutory
          stock option) pay the option price in whole or in part by
          delivering to the Company shares of the Common Stock having
          a fair market value on the date of exercise of the stock
          option, determined as provided in Section 5(G), equal to the
          option price for the shares being purchased; except that (i)
          any portion of the option price representing a fraction of a
          share shall in any event be paid in cash and (ii) no shares
          of the Common Stock which have been held for less than one
          year may be delivered in payment of the option price of a
          stock option. If the person exercising a stock option
          participates in a broker or other agent-sponsored exercise
          or financing program, the Company will cooperate with all
          reasonable procedures of the broker or other agent to permit
          participation by the person exercising the stock option in
          the exercise or financing program. Notwithstanding any
          procedure of the broker or other agent-sponsored exercise or
          financing program, if the option price is paid in cash, the
          exercise of the stock option shall not be deemed to occur
          and no shares of the Common Stock will be issued or
          delivered until the Company has received full payment in
          cash (including check, bank draft or money order) for the
          option price from the broker or other agent. The date of
          exercise of a stock option shall be determined under
          procedures established by the Committee, and as of the date
          of exercise the person exercising the stock option shall be
          considered for all purposes to be the owner of the shares
          with respect to which the stock option has been exercised.
          Payment of the option price with shares shall not increase
          the number of shares of the Common Stock which may be issued
          or delivered under the Plan as provided in Section 3.

               (C)   No stock option shall be exercisable by a grantee
          during the first six months of its term except that this
          limitation shall not apply following the death of a grantee
          during employment (as provided in Section 5(E)) or if
          Section 9 becomes applicable. Subject to the terms of
          Section 5(E) providing for earlier termination of a stock
          option, no stock option shall be exercisable after the
          expiration of ten years (five years in the case of any
          incentive stock option granted to a Ten Percent Employee)
          from the date of grant. A stock

                                       10
option to the extent exercisable at any time may be
          exercised in whole or in part.

               (D)   No stock option shall be transferable by the
          grantee otherwise than by Will, or if the grantee dies
          intestate, by the laws of descent and distribution of the
          state of domicile of the grantee at the time of death. All
          stock options shall be exercisable during the lifetime of
          the grantee only by the grantee.

               (E)   Unless the Committee, in its discretion, shall
          otherwise determine but subject to the provisions of Section
          4 in the case of incentive stock options:

                    (i)     If the employment of a grantee who
               is not disabled within the meaning of Section
               422(c)(6) of the Code (a "Disabled Grantee") is
               voluntarily terminated with the consent of the
               Company or a Subsidiary or a grantee retires
               under any retirement plan of the Company or a
               Subsidiary, any then outstanding incentive stock
               option held by such grantee shall be exercisable
               by the grantee (but only to the extent
               exercisable by the grantee immediately prior to
               the termination of employment) at any time prior
               to the expiration date of such incentive stock
               option or within three months after the date of
               termination of employment, whichever is the
               shorter period;

                    (ii)    If the employment of a grantee who
               is not a Disabled Grantee is voluntarily
               terminated with the consent of the company or a
               Subsidiary or a grantee retires under any
               retirement plan of the Company or a Subsidiary,
               any then outstanding nonstatutory stock option
               held by such grantee shall be exercisable by the
               grantee (but only to the extent exercisable by
               the grantee immediately prior to the termination
               of employment) at any time prior to the
               expiration date of such nonstatutory stock option
               or within

                                       11
one year after the date of termination of
               employment, whichever is the shorter period;

                    (iii)   If the employment of a grantee who
               is a Disabled Grantee is voluntarily terminated
               with the consent of the Company or a Subsidiary,
               subject to the six-month restriction of Section
               5(C), any then outstanding stock option held by
               such grantee shall be exercisable in full
               (whether or not so exercisable by the grantee
               immediately prior to the termination of
               employment) by the grantee at any time prior to
               the expiration date of such stock option or
               within one year after the date of termination of
               employment, whichever is the shorter period;

                    (iv)    Following the death of a grantee
               during employment, any outstanding stock option
               held by the grantee at the time of death shall be
               exercisable in full (whether or not so
               exercisable by the grantee immediately prior to
               the death of the grantee) by the person entitled
               to do so under the Will of the grantee, or, if
               the grantee shall fail to make testamentary
               disposition of the stock option or shall die
               intestate, by the legal representative of the
               grantee at any time prior to the expiration date
               of such stock option or within one year after the
               date of death, whichever is the shorter period;

                    (v)     Following the death of a grantee
               after termination of employment during a period
               when a stock option is exercisable, any
               outstanding stock option held by the grantee at
               the time of death shall be exercisable by such
               person entitled to do so under the Will of the
               grantee or by such legal representative (but only
               to the extent the stock option was exercisable by
               the grantee immediately prior to the death of the
               grantee) at any time prior to the expiration date
               of such stock option or within one year after the

                                       12
date of death, whichever is the shorter period;
               and

                    (vi)    Unless the exercise period of a
               stock option following termination of employment
               has been extended as provided in Section 9(C), if
               the employment of a grantee terminates for any
               reason other than voluntary termination with the
               consent of the Company or a Subsidiary,
               retirement under any retirement plan of the
               Company or a Subsidiary or death, all outstanding
               stock options held by the grantee at the time of
               such termination of employment shall
               automatically terminate.

          Whether termination of employment is a voluntary termination with the
consent of the Company or a Subsidiary and whether a grantee is a Disabled
Grantee shall be determined in each case, in its discretion, by the Committee
and any such determination by the Committee shall be final and binding.

          If a grantee of a stock option engages in the operation or management
of a business (whether as owner, partner, officer, director, employee or
otherwise and whether during or after termination of employment) which is in
competition with the Company or any of its Subsidiaries, the Committee may
immediately terminate all outstanding stock options held by the grantee;
provided, however, that this sentence shall not apply if the exercise period of
a stock option following termination of employment has been extended as provided
in Section 9(C).  Whether a grantee has engaged in the operation or management
of a business which is in competition with the Company or any of its
Subsidiaries shall also be determined, in its discretion, by the Committee, and
any such determination by the Committee shall be final and binding.

          (F)   All stock options shall be confirmed by a written agreement or
an amendment thereto in a form prescribed by the Committee, in its discretion.
Each agreement or amendment thereto shall be executed on behalf of the Company
by the Chief Executive Officer (if other than the President), the President or
any Vice President and by the grantee.

          (G)   Fair market value of the Common Stock shall be the mean between
the following prices, as applicable, for the date as of which fair market value
is to be determined as quoted in The Wall Street Journal (or in such other
                                 --- ---- ------ -------                  
reliable publication as

                                       13
the Committee, in its discretion, may determine to rely upon):  (a) if the
Common Stock is listed on the New York Stock Exchange, the highest and lowest
sales prices per share of the Common Stock as quoted in the NYSE-Composite
Transactions listing for such date, (b) if the Common Stock is not listed on
such exchange, the highest and lowest sales prices per share of Common Stock for
such date on (or on any composite index including) the principal United States
securities exchange registered under the 1934 Act on which the Common Stock is
listed or (c) if the Common Stock is not listed on any such exchange, the
highest and lowest sales prices per share of the Common Stock for such date on
the National Association of Securities Dealers Automated Quotations System or
any successor system then in use ("NASDAQ").  If there are no such sale price
quotations for the date as of which fair market value is to be determined but
there are such sale price quotations within a reasonable period both before and
after such date, then fair market value shall be determined by taking a weighted
average of the means between the highest and lowest sales prices per share of
the Common Stock as so quoted on the nearest date before and the nearest date
after the date as of which fair market value is to be determined.  The average
should be weighted inversely by the respective numbers of trading days between
the selling dates and the date as of which fair market value is to be
determined.  If there are no such sale price quotations on or within a
reasonable period both before and after the date as of which fair market value
is to be determined, then fair market value of the Common Stock shall be the
mean between the bona fide bid and asked prices per share of Common Stock as so
quoted for such date on NASDAQ, or if none, the weighted average of the means
between such bona fide bid and asked prices on the nearest trading date before
and the nearest trading date after the date as of which fair market value is to
be determined, if both such dates are within a reasonable period.  The average
is to be determined in the manner described above in this Section 5(G).  If the
fair market value of the Common Stock cannot be determined on the basis
previously set forth in this Section 5(G) on the date as of which fair market
value is to be determined, the Committee shall in good faith determine the fair
market value of the Common Stock on such date.  Fair market value shall be
determined without regard to any restriction other than a restriction which, by
its terms, will never lapse.

          Subject to the foregoing provisions of this Section and the other
provisions of the Plan, any stock option granted under the Plan may be exercised
at such times and in such amounts and be subject to such restrictions and other
terms and conditions, if any, as shall be determined, in its discretion, by the
Committee and set forth in the agreement referred to in Section 5(F) or an
amendment thereto.

                                       14
SECTION 6

                            TERMS AND CONDITIONS OF
                            RESTRICTED SHARE AWARDS

          Restricted share awards shall be evidenced by a written agreement in a
form prescribed by the Committee, in its discretion, which shall set forth the
number of shares of the Common Stock awarded, the restrictions imposed thereon
(including, without limitation, restrictions on the right of the grantee to
sell, assign, transfer or encumber such shares while such shares are subject to
other restrictions imposed under this Section 6), the duration of such
restrictions, events (which may, in the discretion of the Committee, include
performance-based events) the occurrence of which would cause a forfeiture of
the restricted shares and such other terms and conditions as the Committee in
its discretion deems appropriate.  If restricted shares are awarded to an
officer or director as defined for purposes of Rule 16b-3 under the 1934 Act or
any successor rule, the restricted share agreement shall provide that the
restricted shares subject to such agreement may not be sold, assigned,
transferred or encumbered until at least six months have elapsed from the date
of the restricted share award unless Section 9 becomes applicable.  Restricted
share awards shall be effective only upon execution of the applicable restricted
share agreement on behalf of the Company by the Chief Executive Officer (if
other than the President), the President or any Vice President, and by the
awardee.

          Following a restricted share award and prior to the lapse or
termination of the applicable restrictions, the share certificates representing
the restricted shares shall be held by the Company in escrow.  Upon the lapse or
termination of the applicable restrictions (and not before such time), the share
certificates representing the restricted shares shall be delivered to the
awardee.  From the date a restricted share award is effective, the grantee shall
be a stockholder with respect to all the shares represented by the share
certificates for the restricted shares and shall have all the rights of a
stockholder with respect to the restricted shares, including the right to vote
the restricted shares and to receive all dividends and other distributions paid
with respect to the restricted shares, subject only to the succeeding paragraph
and the restrictions imposed by the Committee.

          If a dividend or other distribution shall be declared upon the Common
Stock payable in shares of the Common Stock, the shares of the Common Stock
distributed with respect to any restricted shares held in escrow shall also be
held by the Company in escrow and be subject to the same restrictions as are
applicable to the restricted shares.  If the outstanding shares of the Common
Stock shall be changed into or exchangeable for a different number or kind of
shares of stock or other securities of the Company or another corporation,
whether through reorganization, reclassification, recapitalization, stock

                                       15
split-up, combination of shares, merger or consolidation or otherwise, such
stock or other securities into which any restricted shares held in escrow are
changed or for which any restricted shares held in escrow may be exchanged shall
also be held by the Company in escrow and be subject to the same restrictions as
are applicable to the restricted shares.  Owners of any restricted shares held
in escrow shall be treated in the same manner as owners of shares of the Common
Stock not held in escrow with respect to fractional shares resulting from any
dividend or other distribution with respect to restricted shares or from any
change in or exchange of restricted shares, and any cash or other property paid
in lieu of a fractional share shall be subject to the restrictions similar to
those applicable to the restricted shares except as otherwise determined by the
Committee in its discretion.

          If an awardee of restricted shares engages in the operation or
management of a business (whether as owner, partner, officer, director, employee
or otherwise and whether during or after termination of employment) which is in
competition with the Company or any of its Subsidiaries, the Committee may
immediately declare forfeited all restricted shares held by the awardee as to
which the restrictions have not yet lapsed.  Whether an awardee has engaged in
the operation or management of a business which is in competition with the
Company or any of its Subsidiaries shall also be determined, in its discretion,
by the Committee, and any such determination by the Committee shall be final and
binding.

                                   SECTION 7

                              ISSUANCE OF SHARES

          The obligation of the Company to issue or deliver shares of the Common
Stock under the Plan shall be subject to (i) the effectiveness of a registration
statement under the Securities Act of 1933, as amended, with respect to such
shares, if deemed necessary or appropriate by counsel for the Company, (ii) the
condition that the shares shall have been listed (or authorized for listing upon
official notice of issuance) upon each stock exchange, if any, on which the
shares of Common Stock may then be listed and (iii) all other applicable laws,
regulations, rules and orders which may then be in effect.

                                       16
SECTION 8

                     ADJUSTMENT AND SUBSTITUTION OF SHARES

          If a dividend or other distribution shall be declared upon the Common
Stock payable in shares of the Common Stock, the number of shares of the Common
Stock then subject to any outstanding stock options and the number of shares of
the Common Stock which may be issued or delivered under the Plan but are not
then subject to outstanding stock options shall be adjusted by adding thereto
the number of shares of the Common Stock which would have been distributable
thereon if such shares had been outstanding on the date fixed for determining
the stockholders entitled to receive such stock dividend or distribution.

          If the outstanding shares of the Common Stock shall be changed into or
exchangeable for a different number or kind of shares of stock or other
securities of the Company or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation or otherwise, then there shall be substituted
for each share of the Common Stock subject to any then outstanding stock option
and for each share of the Common Stock which may be issued or delivered under
the Plan but which is not then subject to any outstanding stock option, the
number and kind of shares of stock or other securities into which each
outstanding share of the Common Stock shall be so changed or for which each such
share shall be exchangeable.

          In case of any adjustment or substitution as provided for in this
Section 8, the aggregate option price for all shares subject to each then
outstanding stock option prior to such adjustment or substitution shall be the
aggregate option price for all shares of stock or other securities (including
any fraction) to which such shares shall have been adjusted or which shall have
been substituted for such shares.  Any new option price per share shall be
carried to at least three decimal places with the last decimal place rounded
upwards to the nearest whole number.

          No adjustment or substitution provided for in this Section 8 shall
require the Company to issue or deliver or sell a fraction of a share or other
security.  Accordingly, all fractional shares or other securities which result
from any such adjustment or substitution shall be eliminated and not carried
forward to any subsequent adjustment or substitution.

                                       17
If any such adjustment or substitution provided for in this Section 8
requires the approval of stockholders in order to enable the Company to grant
incentive stock options, then no such adjustment or substitution shall be made
without the required stockholder approval.  Notwithstanding the foregoing, in
the case of incentive stock options, if the effect of any such adjustment or
substitution would be to cause the stock option to fail to continue to qualify
as an incentive stock option or to cause a modification, extension or renewal of
such stock option within the meaning of Section 424 of the Code, the Committee
may determine that such adjustment or substitution not be made but rather shall
use reasonable efforts to effect such other adjustment of each then outstanding
stock option as the Committee, in its discretion, shall deem equitable and which
will not result in any disqualification, modification, extension or renewal
(within the meaning of Section 424 of the Code) of such incentive stock option.

                                   SECTION 9

                      ADDITIONAL RIGHTS IN CERTAIN EVENTS

     (A)  Definitions.

          For purposes of this Section 9, the following terms shall have the
following meaning:

          (1)  The term "Person" shall be used as that term is used in Section
13(d) and 14(d) of the 1934 Act.

          (2)  "Beneficial Ownership" shall be determined as provided in Rule
13d-3 under the 1934 Act as in effect on the effective date of the Plan.

          (3)  "Voting Shares" shall mean all securities of a company entitling
the holders thereof to vote in an annual election of Directors (without
consideration of the rights of any class of stock other than the Common Stock to
elect Directors by a separate class vote); and a specified percentage of "Voting
Power" of a company shall mean such number of the Voting Shares as shall enable
the holders thereof to cast such percentage of all the votes which could be cast
in an annual election of directors (without consideration of the rights of any
class of stock other than the Common Stock to elect Directors by a separate
class vote).

          (4)  "Tender Offer" shall mean a tender offer or exchange offer to
acquire securities of the Company (other than such an offer made by the Company
or any Subsidiary), whether or not such offer is approved or opposed by the
Board.

                                       18
(5)  "Section 9 Event" shall mean the date upon which any of the
following events occurs:

               (a)    The Company acquires actual knowledge that any Person
          other than the Company, a Subsidiary or any employee benefit plan(s)
          sponsored by the Company has acquired the Beneficial Ownership,
          directly or indirectly, of securities of the Company entitling such
          Person to 25% or more of the Voting Power of the Company;

               (b)(i) A Tender Offer is made to acquire securities of the
          Company entitling the holders thereof to 50% or more of the Voting
          Power of the Company; or (ii) Voting Shares are first purchased
          pursuant to any other Tender Offer;

               (c)    At any time less than 60% of the members of the Board of
          Directors shall be individuals who were either (i) Directors on the
          effective date of the Plan or (ii) individuals whose election, or
          nomination for election, was approved by a vote (including a vote
          approving a merger or other agreement providing the membership of such
          individuals on the Board of Directors) of at least two-thirds of the
          Directors then still in office who were Directors on the effective
          date of the Plan or who were so approved;

               (d)    The stockholders of the Company shall approve an
          agreement or plan (a "Reorganization Agreement") providing for the
          Company to be merged, consolidated or otherwise combined with, or for
          all or substantially all its assets or stock to be acquired by,
          another corporation, as a consequence of which the former stockholders
          of the Company will own, immediately after such merger, consolidation,
          combination or acquisition, less than a majority of the Voting Power
          of such surviving or acquiring corporation or the parent thereof; or

               (e)    The stockholders of the Company shall approve any
          liquidation of all or substantially all of the assets of the Company
          or any distribution to security holders of assets of the Company
          having a value equal to 30% or more or the total value of all the
          assets of the Company.

                                       19
(B)  Acceleration of the Exercise Date of Stock Options.

          Subject to the provisions of Section 4 in the case of incentive stock
options, unless the agreement referred to in Section 5(F), or an amendment
thereto, shall otherwise provide, notwithstanding any other provision contained
in the Plan, in case any Section 9 Event occurs all outstanding stock options
shall become immediately and fully exercisable whether or not otherwise
exercisable by their terms.

     (C)  Extension of the Expiration Date of Stock Options.

          Subject to the provisions of Section 4 in the case of incentive stock
options, unless the agreement referred to in Section 5(F), or an amendment
thereto, shall otherwise provide, notwithstanding any other provision contained
in the Plan, all stock options held by a grantee whose employment with the
Company or a Subsidiary terminates within one year of any Section 9 Event for
any reason other than voluntary termination with the consent of the Company or a
Subsidiary, retirement under any retirement plan of the Company or a Subsidiary
or death shall be exercisable for a period of three months from the date of such
termination of employment, but in no event after the expiration date of the
stock option.

     (D)  Lapse of Restrictions on Restricted Share Awards.

          Unless the agreement referred to in Section 6, or an amendment
thereto, shall otherwise provide, notwithstanding any other provision contained
in the Plan, if any Section 9 Event occurs prior to the scheduled lapse of all
restrictions applicable to restricted share awards under the Plan, all such
restrictions shall lapse upon the occurrence of any such Section 9 Event
regardless of the scheduled lapse of such restrictions.

                                  SECTION 10

          EFFECT OF THE PLAN ON THE RIGHTS OF EMPLOYEES AND EMPLOYER

          Neither the adoption of the Plan nor any action of the Board or the
Committee pursuant to the Plan shall be deemed to give any employee any right to
be granted a stock option or to be awarded restricted shares under the Plan.
Nothing in the Plan, in any stock option granted under the Plan, in any
restricted share award under the Plan or in any agreement providing for any of
the foregoing or amendment thereto shall confer any right to any employee to
continue in the employ of the Company or any Subsidiary or interfere in any way
with the rights of the Company or any Subsidiary to terminate the employment of
any employee at any time or adjust the compensation of any employee at any time.

                                       20
SECTION 11

                            AMENDMENT OR TERMINATION

          The right to amend the Plan at any time and from time to time and the
right to terminate the Plan are hereby specifically reserved to the Board;
provided always that no such termination shall terminate any outstanding stock
options granted under the Plan or cause a revocation or a forfeiture of any
restricted share award under the Plan; and provided further that no such
amendment of the Plan shall, without stockholder approval (a) increase the total
number of shares which may be issued or delivered under the Plan, (b) make any
changes in the class of employees eligible to receive incentive stock options or
(c) be made if stockholder approval of the amendment is at the time required for
stock options or restricted shares under the Plan to qualify for the exemption
from Section 16(b) of the 1934 Act provided by Rule 16b-3 or by the rules of the
NASDAQ National Market System or any stock exchange on which the Common Stock
may then be listed.  No amendment or termination of the Plan shall, without the
written consent of the holder of a stock option or restricted shares theretofore
granted or awarded under the Plan, adversely affect the rights of such holder
with respect thereto.

                                  SECTION 12

                      EFFECTIVE DATE AND DURATION OF PLAN

          The effective date and date of adoption of the Plan shall be July 1,
1991, the date of adoption of the Plan by the Board, provided that such adoption
of the Plan by the Board is approved by the affirmative vote of the holders of
at least a majority of the outstanding shares of voting stock of the Company
represented in person or by proxy at a meeting of such holders duly called,
convened and held on or prior to June 30, 1992.  No stock option granted under
the Plan may be exercised until after such approval and any restricted shares
awarded under the Plan shall be forfeited to the Company on June 30, 1992 if
such approval has not been obtained on or prior to that date.  No stock option
may be granted and no restricted shares may be awarded under the Plan subsequent
to June 30, 2001.

                                       21