As filed with the Securities and Exchange Commission on December 5, 1997

                                              Registration No. 333-



                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                        ---------------------------
                                 FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ---------------------------
                        NATIONAL ENERGY GROUP, INC.
          (Exact name of Registrant as specified in its charter)

                DELAWARE                       58-1922764
     (State or other jurisdiction           (I.R.S. Employer
   of incorporation or organization)     Identification Number)

         4925 GREENVILLE AVENUE                  75206
               SUITE 1400                      (Zip Code)
             DALLAS, TEXAS
         (Address of principal
           executive offices)

                        NATIONAL ENERGY GROUP, INC.
                     1996 INCENTIVE COMPENSATION PLAN
                 1996 INDIVIDUAL COMPENSATION ARRANGEMENT
     (Full titles of the plan and individual compensation arrangement)

                              MILES D. BENDER
                   PRESIDENT AND CHIEF EXECUTIVE OFFICER
                    4925 GREENVILLE AVENUE, SUITE 1400
                            DALLAS, TEXAS 75206
                              (214) 692-9211
                (Name and address, including zip code, and
                  telephone number of agent for service)

                                Copies to:
                               DIANE B. MUSE
                 AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P
                      1700 PACIFIC AVENUE, SUITE 4100
                         DALLAS, TEXAS 75201-4675
                              (214) 969 -2800
                         ------------------------

                      CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------

                                  Proposed     Proposed
                                   Maximum      Maximum
    Title of       Amount to be   Offering     Aggregate    Amount of
   Securities       Registered    Price Per    Offering    Registration
to be Registered       (1)        Share (3)      Price         Fee
----------------   ------------  ----------   ----------   ------------

Common Stock,     5,000,000 (2)   $3.3125,    $20,439,696     $6,030
$0.01 par value                    $3.375,
                                $3.75, $3.93,
                                   $4.00,
                                  $4.0625,
                                $5.75, $4.16

Common Stock,         50,000        $4.16      $208,000        $61
$0.01 par value

Total                  ---           ---          ---         $6,091
-----------------------------------------------------------------------


(1)  Pursuant to Rule 416, this Registration Statement (as defined) also
     includes an indeterminate number of additional shares that may become
     issuable pursuant to the antidilution adjustment provisions of the
     Plan.
(2)  Issuable upon exercise of options available for grant under the Plan.
(3)  Options for 55,000 shares of Common Stock have an exercise price of
     $3.3125. Options for 16,000 shares of Common Stock have an exercise
     price of $3.375. Options for 809,500 shares of Common Stock have an
     exercise price of $3.75.  Options for 500 shares of Common Stock have
     an exercise price of $3.93.  Options for 25,000 shares of Common Stock
     have an exercise price of $4.00. Options for 25,500 shares of Common
     Stock have an exercise price of $4.0625.  Options for 23,500 shares of
     Common Stock have an exercise price of $5.75.  Pursuant to Rule 457(c)
     and (h), and solely for the purpose of calculating the applicable
     registration fee, the proposed maximum offering price per  share  for
     the remaining  Common  Stock  to be registered hereunder,  including
     the 50,000 shares of Common Stock granted under a written individual
     compensation arrangement (listed separately in the table above), has
     been estimated at  $4.16,  which amount represents the average of the
     high and low sales prices of the Common Stock of National Energy
     Group, Inc. on December 2, 1997, as reported by the Nasdaq National
     Market.




                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents constituting Part I of this Registration Statement (the
"Registration Statement") will be sent or given to directors, officers,
consultants, advisors and employees of National Energy Group, Inc. (the
"Company") as specified by Rule 428(b)(1) promulgated under the Securities
Act of 1933, as amended (the "Securities Act").

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:

     (1)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1997.

     (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1997.

     (3)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1997.

     (4)  The  Company's Annual Report on Form 10-K for the  fiscal  year
          ended December 31, 1996.

     (5)  The description of the Company's Common Stock, $.01 par value per
          share (the "Common Stock"), contained in Item 1 of the
          Registration Statement on Form 8-A dated April 5, 1991
          (Registration No. 0-19136) and the description of modifications
          made  to  the  Common Stock contained in Item 5 of  the  Current
          Report  on Form 8-K dated August 29, 1996 (Registration  No.
          0-19136).

     In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein modifies or
supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     As authorized by Section 145 of the General Corporation Law of
Delaware (the "Delaware Corporation Law"), each director and officer of the
Company may be indemnified by the Company against expenses (including
attorney's fees, judgments, fines and amounts paid in settlement) actually
and reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceedings in which he is involved
by reason of the fact that he is or was a director or officer of the
Company if he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, if he had no reasonable
cause to believe that his conduct was unlawful.  In each case, such
indemnity shall be to the fullest extent authorized by the Delaware
Corporation Law, as amended, to the extent such amendment permits the
Company to provide broader indemnification rights.  If the legal
proceeding, however, is by or in the right of the Company, the director or
officer may not be indemnified in respect of any claim, issue or matter as
to which he shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless a court
determines otherwise.

     Article Eighth of the Certificate of Incorporation of the Company
provides that no director of the Company shall be personally liable to the
Company or its stockholders for monetary damages for any breach of
fiduciary duty as a director except for liability:  (1) for any breach of
duty of loyalty to the Company or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) under Section 174 of the Delaware Corporation
Law, or (4) for any transaction from which the director derived an improper
personal benefit.  In addition, Article Ninth of the Certificate of
Incorporation and Section 7.4 of the Bylaws of the Company require the
Company to indemnify to the fullest extent authorized by law any person
made or threatened to be made a party to any action, suit or proceeding,
whether criminal, civil, administrative, or investigative, by reason of the
fact that such person or such person's testator or intestate is or was a
director, officer, employee or agent of the Company or serves or served at
the request of the Company any other enterprise as a director, officer,
employee or agent.

     The Company has agreed to indemnify the officers and directors of the
Company against any and all damages to which such indemnified individuals
may become subject, pursuant to any securities, corporate or other laws,
which damages arise in connection with this Registration Statement or any
amendment thereto, or from the inaccuracy or omission of any information in
connection with this Registration Statement.  In the event that the
foregoing indemnity is unavailable or insufficient, then the indemnifying
party shall contribute to amounts paid or payable by the indemnified party
in respect to the damages of the indemnified party in such proportion as is
appropriate to reflect the relative fault of the indemnified and
indemnifying parties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Index to Exhibits, attached hereto.

ITEM 9.  UNDERTAKINGS.

     (a)  The Company hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events
          arising after the effective date of the Registration Statement
          (or the most recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a fundamental change
          in the information set forth in the Registration Statement.
          Notwithstanding the foregoing, any increase or decrease in volume
          of securities offered (if the total dollar value of securities
          offered would not exceed that which was registered) and any
          deviation from the low or high and of the estimated maximum
          offering range may be reflected in the form of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate,
          the changes in volume and price represent no more than 20 percent
          change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective
          registration statement;

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

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to
     be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

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

     (b)  The Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.




                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company 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
December 4, 1997.

                         NATIONAL ENERGY GROUP, INC.


                         By:  /S/MILES D. BENDER       December 4, 1997
                              ------------------------
                                Miles D. Bender
                         President and Chief Executive
                                    Officer



                         By:  /S/MELISSA H. RUTLEDGE   December 4, 1997
                              ------------------------
                               Melissa H. Rutledge
                         Chief Financial Officer, Controller,
                          and Chief Accounting Officer


                     POWER OF ATTORNEY AND SIGNATURES

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as
of the dates indicated.  Each person whose signature to this Registration
Statement appears below hereby constitutes and appoints Miles D. Bender and
Melissa H. Rutledge, and each of them, as his true and lawful attorney-in-
fact and agent, with full power of substitution, to sign on his or her
behalf individually and in the capacity stated below and to perform any
acts necessary to be done in order to file all amendments and post-
effective amendments to this Registration Statement, and any and all
instruments or documents filed as part of or in connection with this
Registration Statement or the amendments thereto and each of the
undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitutes, shall do or cause to be done by virtue
hereof.

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

  /s/ Miles D. Bender      President, Chief Executive  December 4, 1997
------------------------   Officer and Director
    Miles D. Bender

/s/ George B. McCullough   Chairman of the Board and   December 4, 1997
------------------------   Director
  George B. McCullough

  /s/ Norman C. Miller     Chairman, Executive         December 4, 1997
------------------------   Committee and Director
    Norman C. Miller

   /s/ Robert H. Kite      Director                    December 4, 1997
------------------------
     Robert H. Kite

 /s/ George M. McDonald    Director                    December 4, 1997
------------------------
   George M. McDonald

  /s/ Robert V. Sinnot     Director                    December 4, 1997
------------------------
   Robert V. Sinnott

  /s/ Elwood W. Schafer    Director                    December 4, 1997
------------------------
   Elwood W. Schafer

  /s/  Bob G. Alexander    Director                    December 4, 1997
------------------------
    Bob G. Alexander

   /s/  Jim L. David       Director                    December 4, 1997
------------------------
      Jim L. David

 /s/ Robert J. Mitchell    Director                    December 4, 1997
------------------------
   Robert J. Mitchell



                             INDEX TO EXHIBITS


EXHIBIT
NUMBER     DESCRIPTION OF EXHIBITS
--------   ------------------------

4.1        Certificate of Incorporation of the Company, which
           includes the Certificate of Incorporation of the
           Company filed with the Secretary of  State of
           Delaware on November 20, 1990 (1), the Certificate of
           Elimination of the Redeemable Convertible Preferred
           Stock, Series A of the Company, filed with the office
           of the Secretary of State of Delaware on June 2, 1994
           (2), the Certificate of Amendment of Certificate of
           Incorporation of the Company, filed with the office
           of the Secretary of State of the State of Delaware on
           August 29, 1996 (2), the Certificate of Designations
           of the Company of 10% Cumulative Convertible
           Preferred Stock, Series B (3), the Certificate of
           Designations of the Company of 10-1/2% Cumulative
           Convertible Preferred Stock, Series C (4), the
           Certificate of Designations of the Company of
           Convertible Preferred Stock, Series D (2), and the
           Certificate of Designations of the Company of
           Convertible Preferred Stock, Series E (2)

4.2        By-Laws of  the Company (1)

4.3        Certificate of Designations of the Company of 10%
           Cumulative Convertible Preferred Stock, Series B (3)

4.4        Certificate of Designations of the Company of 10-1/2%
           Cumulative Convertible Preferred Stock, Series C (4)

4.5        Certificate of Designations of the Company of
           Convertible Preferred Stock, Series D (2)

4.6        Certificate of Designations of the Company of
           Convertible Preferred Stock, Series E (2)

4.7        Specimen Common Stock Certificate (5)

4.8        National Energy Group, Inc. 1996 Incentive
           Compensation Plan (9)

4.9        Minutes of Meeting of the Board of Directors of
           National Energy Group, Inc. dated March 20, 1997*

4.10       Note Agreement dated as of April 25, 1989, by and
           among AEJH 1989 Limited Partnership, Alexander Energy
           Corporation ("Alexander") and John Hancock Mutual
           Life Insurance (6)

4.11       Letter dated August 29, 1996 between Alexander and
           John Hancock Mutual Life Insurance Company relating
           to the payment of the 1989 Notes (6)

4.12       Indenture dated as of November 1, 1996, among the
           Company, National Energy Group of Oklahoma, Inc.,
           formerly NEG-OK, Inc. ("NEG-OK"), and Bank One,
           Columbus, N.A. (7)

4.13       Indenture dated August 21, 1997, among the Company
           and Bank One, N.A. (8)

4.14       Registration Rights Agreement dated August 21, 1997,
           by and among the Company, Guarantor and the Initial
           Purchasers  (9)

5.1        Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.*

23.1       Consent of  Ernst & Young LLP, independent auditors*

23.2       Consent of Netherland, Sewell & Associates, Inc.*

23.3       Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
           (included in Exhibit 5.1)*

24.1       Powers of Attorney (included in signature pages to
           this Registration Statement)*



(1)  Incorporated by reference to the Company's Registration Statement on
     Form S-4 (No. 33-38331) dated April 23, 1991.

(2)  Incorporated by reference to the Company's Current Report on Form 8-K
     (No. 0-19136) dated August 29, 1996.

(3)  Incorporated by reference to the Company's Current Report on Form 8-K
     (No. 0-19136) dated June 17, 1994.

(4)  Incorporated by reference to the Company's Current Report on Form 8-K
     (No. 0-19136) dated July 18, 1995.

(5)  Incorporated by reference to the Company's Current Report on Form 8-
     K/A No. 1 dated August 29, 1996.

(6)  Incorporated by reference to Alexander Energy Corporation's Form 10-K
     for the fiscal year ended December 31, 1994.

(7)  Incorporated by reference to the Company's Quarterly Report on Form
     10-Q (No. 0-19136) for the nine months ended September 30, 1996.

(8)  Incorporated by reference to the Company's  Registration Statement on
     Form S-4 (No. 333-38075) dated October 16, 1997.

(9)  Incorporated by reference to the Company's Proxy Statement on Schedule
     14A (No. 0-19136) dated April 24, 1997.

*   Filed herewith
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As filed with the Securities and Exchange Commission on December 5, 1997

                                              Registration No. 333-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                        ---------------------------
                                 FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ---------------------------
                        NATIONAL ENERGY GROUP, INC.
          (Exact name of Registrant as specified in its charter)

                DELAWARE                       58-1922764
     (State or other jurisdiction           (I.R.S. Employer
   of incorporation or organization)     Identification Number)

         4925 GREENVILLE AVENUE                  75206
               SUITE 1400                      (Zip Code)
             DALLAS, TEXAS
         (Address of principal
           executive offices)

                        NATIONAL ENERGY GROUP, INC.
                     1996 INCENTIVE COMPENSATION PLAN
                 1996 INDIVIDUAL COMPENSATION ARRANGEMENT
     (Full titles of the plan and individual compensation arrangement)

                              MILES D. BENDER
                   PRESIDENT AND CHIEF EXECUTIVE OFFICER
                    4925 GREENVILLE AVENUE, SUITE 1400
                            DALLAS, TEXAS 75206
                              (214) 692-9211
                (Name and address, including zip code, and
                  telephone number of agent for service)

                                Copies to:
                               DIANE B. MUSE
                 AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P
                      1700 PACIFIC AVENUE, SUITE 4100
                         DALLAS, TEXAS 75201-4675
                              (214) 969 -2800
                         ------------------------

                      CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------

                                  Proposed     Proposed
                                   Maximum      Maximum
    Title of       Amount to be   Offering     Aggregate    Amount of
   Securities       Registered    Price Per    Offering    Registration
to be Registered       (1)        Share (3)      Price         Fee
----------------   ------------  ----------   ----------   ------------

Common Stock,     5,000,000 (2)   $3.3125,    $20,439,696     $6,030
$0.01 par value                    $3.375,
                                $3.75, $3.93,
                                   $4.00,
                                  $4.0625,
                                $5.75, $4.16

Common Stock,         50,000        $4.16      $208,000        $61
$0.01 par value

Total                  ---           ---          ---         $6,091
-----------------------------------------------------------------------

(1)  Pursuant to Rule 416, this Registration Statement (as defined) also
     includes an indeterminate number of additional shares that may become
     issuable pursuant to the antidilution adjustment provisions of the
     Plan.
(2)  Issuable upon exercise of options available for grant under the Plan.
(3)  Options for 55,000 shares of Common Stock have an exercise price of
     $3.3125. Options for 16,000 shares of Common Stock have an exercise
     price of $3.375. Options for 809,500 shares of Common Stock have an
     exercise price of $3.75.  Options for 500 shares of Common Stock have
     an exercise price of $3.93.  Options for 25,000 shares of Common Stock
     have an exercise price of $4.00. Options for 25,500 shares of Common
     Stock have an exercise price of $4.0625.  Options for 23,500 shares of
     Common Stock have an exercise price of $5.75.  Pursuant to Rule 457(c)
     and (h), and solely for the purpose of calculating the applicable
     registration fee, the proposed maximum offering price per  share  for
     the remaining  Common  Stock  to be registered hereunder,  including
     the 50,000 shares of Common Stock granted under a written individual
     compensation arrangement (listed separately in the table above), has
     been estimated at  $4.16,  which amount represents the average of the
     high and low sales prices of the Common Stock of National Energy
     Group, Inc. on December 2, 1997, as reported by the Nasdaq National
     Market.

                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents constituting Part I of this Registration Statement (the
"Registration Statement") will be sent or given to directors, officers,
consultants, advisors and employees of National Energy Group, Inc. (the
"Company") as specified by Rule 428(b)(1) promulgated under the Securities
Act of 1933, as amended (the "Securities Act").

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:

     (1)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1997.

     (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1997.

     (3)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1997.

     (4)  The  Company's Annual Report on Form 10-K for the  fiscal  year
          ended December 31, 1996.

     (5)  The description of the Company's Common Stock, $.01 par value per
          share (the "Common Stock"), contained in Item 1 of the
          Registration Statement on Form 8-A dated April 5, 1991
          (Registration No. 0-19136) and the description of modifications
          made  to  the  Common Stock contained in Item 5 of  the  Current
          Report  on Form 8-K dated August 29, 1996 (Registration  No.
          0-19136).

     In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein modifies or
supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     As authorized by Section 145 of the General Corporation Law of
Delaware (the "Delaware Corporation Law"), each director and officer of the
Company may be indemnified by the Company against expenses (including
attorney's fees, judgments, fines and amounts paid in settlement) actually
and reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceedings in which he is involved
by reason of the fact that he is or was a director or officer of the
Company if he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, if he had no reasonable
cause to believe that his conduct was unlawful.  In each case, such
indemnity shall be to the fullest extent authorized by the Delaware
Corporation Law, as amended, to the extent such amendment permits the
Company to provide broader indemnification rights.  If the legal
proceeding, however, is by or in the right of the Company, the director or
officer may not be indemnified in respect of any claim, issue or matter as
to which he shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless a court
determines otherwise.

     Article Eighth of the Certificate of Incorporation of the Company
provides that no director of the Company shall be personally liable to the
Company or its stockholders for monetary damages for any breach of
fiduciary duty as a director except for liability:  (1) for any breach of
duty of loyalty to the Company or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) under Section 174 of the Delaware Corporation
Law, or (4) for any transaction from which the director derived an improper
personal benefit.  In addition, Article Ninth of the Certificate of
Incorporation and Section 7.4 of the Bylaws of the Company require the
Company to indemnify to the fullest extent authorized by law any person
made or threatened to be made a party to any action, suit or proceeding,
whether criminal, civil, administrative, or investigative, by reason of the
fact that such person or such person's testator or intestate is or was a
director, officer, employee or agent of the Company or serves or served at
the request of the Company any other enterprise as a director, officer,
employee or agent.

     The Company has agreed to indemnify the officers and directors of the
Company against any and all damages to which such indemnified individuals
may become subject, pursuant to any securities, corporate or other laws,
which damages arise in connection with this Registration Statement or any
amendment thereto, or from the inaccuracy or omission of any information in
connection with this Registration Statement.  In the event that the
foregoing indemnity is unavailable or insufficient, then the indemnifying
party shall contribute to amounts paid or payable by the indemnified party
in respect to the damages of the indemnified party in such proportion as is
appropriate to reflect the relative fault of the indemnified and
indemnifying parties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Index to Exhibits, attached hereto.

ITEM 9.  UNDERTAKINGS.

     (a)  The Company hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events
          arising after the effective date of the Registration Statement
          (or the most recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a fundamental change
          in the information set forth in the Registration Statement.
          Notwithstanding the foregoing, any increase or decrease in volume
          of securities offered (if the total dollar value of securities
          offered would not exceed that which was registered) and any
          deviation from the low or high and of the estimated maximum
          offering range may be reflected in the form of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate,
          the changes in volume and price represent no more than 20 percent
          change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective
          registration statement;

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

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to
     be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

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

     (b)  The Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company 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
December 4, 1997.

                         NATIONAL ENERGY GROUP, INC.

                         By:  /S/MILES D. BENDER       December 4, 1997
                              ------------------------
                                Miles D. Bender
                         President and Chief Executive
                                    Officer

                         By:  /S/MELISSA H. RUTLEDGE   December 4, 1997
                              ------------------------
                               Melissa H. Rutledge
                         Chief Financial Officer, Controller,
                          and Chief Accounting Officer

                     POWER OF ATTORNEY AND SIGNATURES

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as
of the dates indicated.  Each person whose signature to this Registration
Statement appears below hereby constitutes and appoints Miles D. Bender and
Melissa H. Rutledge, and each of them, as his true and lawful attorney-in-
fact and agent, with full power of substitution, to sign on his or her
behalf individually and in the capacity stated below and to perform any
acts necessary to be done in order to file all amendments and post-
effective amendments to this Registration Statement, and any and all
instruments or documents filed as part of or in connection with this
Registration Statement or the amendments thereto and each of the
undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitutes, shall do or cause to be done by virtue
hereof.

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

  /s/ Miles D. Bender      President, Chief Executive  December 4, 1997
------------------------   Officer and Director
    Miles D. Bender

/s/ George B. McCullough   Chairman of the Board and   December 4, 1997
------------------------   Director
  George B. McCullough

  /s/ Norman C. Miller     Chairman, Executive         December 4, 1997
------------------------   Committee and Director
    Norman C. Miller

   /s/ Robert H. Kite      Director                    December 4, 1997
------------------------
     Robert H. Kite

 /s/ George M. McDonald    Director                    December 4, 1997
------------------------
   George M. McDonald

  /s/ Robert V. Sinnot     Director                    December 4, 1997
------------------------
   Robert V. Sinnott

  /s/ Elwood W. Schafer    Director                    December 4, 1997
------------------------
   Elwood W. Schafer

  /s/  Bob G. Alexander    Director                    December 4, 1997
------------------------
    Bob G. Alexander

   /s/  Jim L. David       Director                    December 4, 1997
------------------------
      Jim L. David

 /s/ Robert J. Mitchell    Director                    December 4, 1997
------------------------
   Robert J. Mitchell

                             INDEX TO EXHIBITS

EXHIBIT
NUMBER     DESCRIPTION OF EXHIBITS
--------   ------------------------

4.1        Certificate of Incorporation of the Company, which
           includes the Certificate of Incorporation of the
           Company filed with the Secretary of  State of
           Delaware on November 20, 1990 (1), the Certificate of
           Elimination of the Redeemable Convertible Preferred
           Stock, Series A of the Company, filed with the office
           of the Secretary of State of Delaware on June 2, 1994
           (2), the Certificate of Amendment of Certificate of
           Incorporation of the Company, filed with the office
           of the Secretary of State of the State of Delaware on
           August 29, 1996 (2), the Certificate of Designations
           of the Company of 10% Cumulative Convertible
           Preferred Stock, Series B (3), the Certificate of
           Designations of the Company of 10-1/2% Cumulative
           Convertible Preferred Stock, Series C (4), the
           Certificate of Designations of the Company of
           Convertible Preferred Stock, Series D (2), and the
           Certificate of Designations of the Company of
           Convertible Preferred Stock, Series E (2)

4.2        By-Laws of  the Company (1)

4.3        Certificate of Designations of the Company of 10%
           Cumulative Convertible Preferred Stock, Series B (3)

4.4        Certificate of Designations of the Company of 10-1/2%
           Cumulative Convertible Preferred Stock, Series C (4)

4.5        Certificate of Designations of the Company of
           Convertible Preferred Stock, Series D (2)

4.6        Certificate of Designations of the Company of
           Convertible Preferred Stock, Series E (2)

4.7        Specimen Common Stock Certificate (5)

4.8        National Energy Group, Inc. 1996 Incentive
           Compensation Plan (9)

4.9        Minutes of Meeting of the Board of Directors of
           National Energy Group, Inc. dated March 20, 1997*

4.10       Note Agreement dated as of April 25, 1989, by and
           among AEJH 1989 Limited Partnership, Alexander Energy
           Corporation ("Alexander") and John Hancock Mutual
           Life Insurance (6)

4.11       Letter dated August 29, 1996 between Alexander and
           John Hancock Mutual Life Insurance Company relating
           to the payment of the 1989 Notes (6)

4.12       Indenture dated as of November 1, 1996, among the
           Company, National Energy Group of Oklahoma, Inc.,
           formerly NEG-OK, Inc. ("NEG-OK"), and Bank One,
           Columbus, N.A. (7)

4.13       Indenture dated August 21, 1997, among the Company
           and Bank One, N.A. (8)

4.14       Registration Rights Agreement dated August 21, 1997,
           by and among the Company, Guarantor and the Initial
           Purchasers  (9)

5.1        Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.*

23.1       Consent of  Ernst & Young LLP, independent auditors*

23.2       Consent of Netherland, Sewell & Associates, Inc.*

23.3       Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
           (included in Exhibit 5.1)*

24.1       Powers of Attorney (included in signature pages to
           this Registration Statement)*

(1)  Incorporated by reference to the Company's Registration Statement on
     Form S-4 (No. 33-38331) dated April 23, 1991.

(2)  Incorporated by reference to the Company's Current Report on Form 8-K
     (No. 0-19136) dated August 29, 1996.

(3)  Incorporated by reference to the Company's Current Report on Form 8-K
     (No. 0-19136) dated June 17, 1994.

(4)  Incorporated by reference to the Company's Current Report on Form 8-K
     (No. 0-19136) dated July 18, 1995.

(5)  Incorporated by reference to the Company's Current Report on Form 8-
     K/A No. 1 dated August 29, 1996.

(6)  Incorporated by reference to Alexander Energy Corporation's Form 10-K
     for the fiscal year ended December 31, 1994.

(7)  Incorporated by reference to the Company's Quarterly Report on Form
     10-Q (No. 0-19136) for the nine months ended September 30, 1996.

(8)  Incorporated by reference to the Company's  Registration Statement on
     Form S-4 (No. 333-38075) dated October 16, 1997.

(9)  Incorporated by reference to the Company's Proxy Statement on Schedule
     14A (No. 0-19136) dated April 24, 1997.

*   Filed herewith