<PAGE>
 
  As filed with the Securities and Exchange Commission on September 26, 1997

                                                Registration No. 333-___________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           CROSS TIMBERS OIL COMPANY
            (Exact name of registrant as specified in its charter)


                   DELAWARE                            75-2347769
       (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)             Identification No.)

810 HOUSTON STREET, SUITE 2000, FORT WORTH, TEXAS        76102
   (Address of Principal Executive Offices)            (Zip Code)


              CROSS TIMBERS OIL COMPANY 1997 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                              MR. BOB R. SIMPSON
                        810 HOUSTON STREET, SUITE 2000
                           FORT WORTH, TEXAS  76102
                    (Name and address of agent for service)

                                (817) 870-2800
         (Telephone number, including area code, of agent for service)

                                   ----------

                                    Copy to:

                          KELLY, HART & HALLMAN, P.C.
                          201 MAIN STREET, SUITE 2500
                           FORT WORTH, TEXAS  76102
                        ATTN: F. RICHARD BERNASEK, ESQ.

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
                                AMOUNT                                                                       
                                 TO BE               PROPOSED                PROPOSED             AMOUNT OF  
TITLE OF SECURITIES           REGISTERED         MAXIMUM OFFERING        MAXIMUM AGGREGATE      REGISTRATION 
 TO BE REGISTERED                (1)           PRICE PER SHARE (2)        OFFERING PRICE           FEE (2)   
--------------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>                       <C>                    <C>
Common Stock,                    1,500,000          $21.5625                $32,343,750           $9,801.14
 $.01 par value                   shares

</TABLE> 
 
_________
(1)  Pursuant to Rule 416(a), the number of shares of Common Stock registered
     hereunder includes such indeterminate number of additional shares of Common
     Stock as may be offered or issued to prevent dilution resulting from stock
     splits, stock dividends or similar transactions.
(2)  Computed pursuant to Rule 457(c) and (h) based on the average of the high
     and low prices on September 26, 1997.

================================================================================
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and all documents subsequently filed by Cross
Timbers Oil Company ("the Company") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-
effective amendment to the Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and shall be deemed to be a part hereof from the date of
the filing of such documents:

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

     (b)  The Company's Quarterly Reports on Form 10-Q for the periods ended
          March 31, 1997 and June 30, 1997, and Current Reports on Form 8-K
          dated December 20, 1996 and January 15, March 12, April 2 and May 20,
          1997; and

     (c)  "Item 1. Description of Registrant's Securities to be Registered" in
          the Company's Registration Statement on Form 8-A (Commission File
          No.1-10662) describing the Company's Common Stock, as filed with the
          Securities and Exchange Commission on April 9, 1993 pursuant to the
          Securities Exchange Act of 1934.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law, pursuant to which the
Company is incorporated, provides that a Delaware corporation shall have the
power to indemnify anyone made or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually or reasonably incurred by him in connection with such
action, suit or proceeding if he (i) acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company; (ii) with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; and (iii) a determination
of indemnification is made (a) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding, (b) by independent legal counsel in a written opinion if a quorum of
directors is not obtainable or a quorum of disinterested directors so directs,
or (c) by the stockholders.  In the event of a threatened, pending or completed
action or suit by or in the right of the Company to procure judgment in their
favor, no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the Company
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is

                                      -2-
<PAGE>
 
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     Article Nine of the Company's Certificate of Incorporation permits the
Company to indemnify its present or former directors, officers, employees or
agents or any person who served or is serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise to the full extent permitted by the laws of
the State of Delaware, and Section 7.9 of the Company's Bylaws generally
provides that the Company shall indemnify its officers, agents and directors to
the full extent permitted by Delaware law.

     To the extent that a director, officer, employee or agent of the Company
has been successful in the merits or otherwise in defense of any action, suit or
proceeding, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     With respect to insurance coverage of the Company's officers and directors
against liabilities which they may incur in their capacities as such, Section
145 of the Delaware General Corporation Law permits the Company to purchase and
maintain insurance on behalf of its officers, directors, employees, or agents
against any liabilities asserted against or incurred by such persons in any such
capacity, or arising out of their status as such, whether or not the Company
would have the power to indemnify such person against such liabilities.  The
Company currently has such insurance coverage for its officers and directors.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.   EXHIBITS.

          EXHIBIT NUMBER                                                 PAGE
          AND DESCRIPTION                                               NUMBER
          ---------------                                               ------

     (4)  Instruments defining the rights of security holders, 
          including indentures

          4.1  Certificate of Incorporation of Cross Timbers Oil 
               Company, as amended through and restated on May 18, 
               1994 (incorporated by reference to Exhibit 4.1 to 
               Registration Statement of Form S-8, File No. 33-81766)
 
          4.2  Bylaws of Cross Timbers Oil Company, as amended and 
               restated on May 20, 1997 (incorporated by reference to 
               Exhibit 3.1 to Quarterly Report on Form 10-Q for the 
               period ended June 30, 1997)

          4.3  Specimen Stock Certificate (incorporated by reference 
               to Exhibit 4.1 to Registration Statement on Form S-1, 
               Registration No. 33-59820)

                                      -3-
<PAGE>
 
           4.4  Cross Timbers Oil Company 1997 Stock Incentive Plan 
                (incorporated by reference to Exhibit A to the Proxy 
                Statement dated April 30, 1997 for the Annual Meeting 
                of Stockholders held on May 20, 1997)

           4.5  Form of grant under Cross Timbers Oil Company 1997 
                Stock Incentive Plan

                a.   Employee option grant
                b.   Employee performance share grant
                c.   Non-employee director option grant
                d.   Non-employee director performance share grant

     (5)  Opinion re legality

           5.1  Opinion of Kelly, Hart & Hallman, P.C.

     (15) Letter re unaudited interim financial information

          15.1  Awareness letter of Arthur Andersen LLP

     (23) Consents of experts and counsel

          23.1  Consent of Arthur Andersen LLP
          23.2  Consent of Kelly, Hart & Hallman, P.C. (included 
                in its opinion filed as Exhibit 5.1)

     (24) Power of attorney (included on page 7 of the 
          Registration Statement)

 
ITEM 9.   UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  to file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to 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 of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof; and

     (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.

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

                                      -4-
<PAGE>
 
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions summarized under Item 6, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -5-
<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 Fort Worth, State of Texas, on September 26, 1997.


                                    CROSS TIMBERS OIL COMPANY


                                    By: /s/  BOB R. SIMPSON
                                       ---------------------------------------
                                             Bob R. Simpson, Chairman

                                      -6-
<PAGE>
 
                               POWER OF ATTORNEY

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

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


   SIGNATURE                     TITLE                      DATE
   ---------                     -----                      ----
  
/s/ BOB R. SIMPSON       Chairman of the Board;          September 26, 1997
-----------------------  Chief Executive Officer;
Bob R. Simpson           Director (Principal Executive
                         Officer)
                       
/s/ STEFFEN E. PALKO     Vice Chairman; President;       September 26, 1997
-----------------------  Director
Steffen E. Palko       
                       
/s/ J. RICHARD SEEDS     Executive Vice President;       September 26, 1997
-----------------------  Director
J. Richard Seeds       
                       
/s/ LOUIS G. BALDWIN     Senior Vice President; Chief    September 26, 1997
-----------------------  Financial Officer (Principal
Louis G. Baldwin         Financial Officer)
                       
/s/ BENNIE G. KNIFFEN    Senior Vice President;          September 26, 1997
-----------------------  Controller (Principal
Bennie G. Kniffen        Accounting Officer)
                       
/s/ J. LUTHER KING, JR.  Director                        September 26, 1997
-----------------------
J. Luther King, Jr.    

/s/ JACK P. RANDALL      Director                        September 26, 1997
-----------------------
Jack P. Randall        

/s/ SCOTT G. SHERMAN     Director                        September 26, 1997
-----------------------
Scott G. Sherman

                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17269}]
{"company-data": {"conformed-name": "CROSS TIMBERS OIL CO", "cik": "0000868809", "assigned-sic": "1311", "irs-number": "752347769", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36569", "film-number": "97686742"}, "business-address": {"street1": "810 HOUSTON ST", "street2": "STE 2000", "city": "FORT WORTH", "state": "TX", "zip": "76102", "phone": "8178702800"}, "mail-address": {"street1": "810 HOUSTON STREET", "street2": "STE 2000", "city": "FORT WORTH", "state": "TX", "zip": "76102"}}
As filed with the Securities and Exchange Commission on September 26, 1997

                                                Registration No. 333-___________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           CROSS TIMBERS OIL COMPANY
            (Exact name of registrant as specified in its charter)

                   DELAWARE                            75-2347769
       (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)             Identification No.)

810 HOUSTON STREET, SUITE 2000, FORT WORTH, TEXAS        76102
   (Address of Principal Executive Offices)            (Zip Code)

              CROSS TIMBERS OIL COMPANY 1997 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                              MR. BOB R. SIMPSON
                        810 HOUSTON STREET, SUITE 2000
                           FORT WORTH, TEXAS  76102
                    (Name and address of agent for service)

                                (817) 870-2800
         (Telephone number, including area code, of agent for service)

                                   ----------

                                    Copy to:

                          KELLY, HART & HALLMAN, P.C.
                          201 MAIN STREET, SUITE 2500
                           FORT WORTH, TEXAS  76102
                        ATTN: F. RICHARD BERNASEK, ESQ.

                        CALCULATION OF REGISTRATION FEE
============================================================================================================
                                AMOUNT                                                                       
                                 TO BE               PROPOSED                PROPOSED             AMOUNT OF  
TITLE OF SECURITIES           REGISTERED         MAXIMUM OFFERING        MAXIMUM AGGREGATE      REGISTRATION 
 TO BE REGISTERED                (1)           PRICE PER SHARE (2)        OFFERING PRICE           FEE (2)   
--------------------------------------------------------------------------------------------------------------
Common Stock,                    1,500,000          $21.5625                $32,343,750           $9,801.14
 $.01 par value                   shares
_________
(1)  Pursuant to Rule 416(a), the number of shares of Common Stock registered
     hereunder includes such indeterminate number of additional shares of Common
     Stock as may be offered or issued to prevent dilution resulting from stock
     splits, stock dividends or similar transactions.
(2)  Computed pursuant to Rule 457(c) and (h) based on the average of the high
     and low prices on September 26, 1997.

================================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and all documents subsequently filed by Cross
Timbers Oil Company ("the Company") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-
effective amendment to the Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and shall be deemed to be a part hereof from the date of
the filing of such documents:

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

     (b)  The Company's Quarterly Reports on Form 10-Q for the periods ended
          March 31, 1997 and June 30, 1997, and Current Reports on Form 8-K
          dated December 20, 1996 and January 15, March 12, April 2 and May 20,
          1997; and

     (c)  "Item 1. Description of Registrant's Securities to be Registered" in
          the Company's Registration Statement on Form 8-A (Commission File
          No.1-10662) describing the Company's Common Stock, as filed with the
          Securities and Exchange Commission on April 9, 1993 pursuant to the
          Securities Exchange Act of 1934.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law, pursuant to which the
Company is incorporated, provides that a Delaware corporation shall have the
power to indemnify anyone made or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually or reasonably incurred by him in connection with such
action, suit or proceeding if he (i) acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company; (ii) with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; and (iii) a determination
of indemnification is made (a) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding, (b) by independent legal counsel in a written opinion if a quorum of
directors is not obtainable or a quorum of disinterested directors so directs,
or (c) by the stockholders.  In the event of a threatened, pending or completed
action or suit by or in the right of the Company to procure judgment in their
favor, no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the Company
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is

                                      -2-
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     Article Nine of the Company's Certificate of Incorporation permits the
Company to indemnify its present or former directors, officers, employees or
agents or any person who served or is serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise to the full extent permitted by the laws of
the State of Delaware, and Section 7.9 of the Company's Bylaws generally
provides that the Company shall indemnify its officers, agents and directors to
the full extent permitted by Delaware law.

     To the extent that a director, officer, employee or agent of the Company
has been successful in the merits or otherwise in defense of any action, suit or
proceeding, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     With respect to insurance coverage of the Company's officers and directors
against liabilities which they may incur in their capacities as such, Section
145 of the Delaware General Corporation Law permits the Company to purchase and
maintain insurance on behalf of its officers, directors, employees, or agents
against any liabilities asserted against or incurred by such persons in any such
capacity, or arising out of their status as such, whether or not the Company
would have the power to indemnify such person against such liabilities.  The
Company currently has such insurance coverage for its officers and directors.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.   EXHIBITS.

          EXHIBIT NUMBER                                                 PAGE
          AND DESCRIPTION                                               NUMBER
          ---------------                                               ------

     (4)  Instruments defining the rights of security holders, 
          including indentures

          4.1  Certificate of Incorporation of Cross Timbers Oil 
               Company, as amended through and restated on May 18, 
               1994 (incorporated by reference to Exhibit 4.1 to 
               Registration Statement of Form S-8, File No. 33-81766)
 
          4.2  Bylaws of Cross Timbers Oil Company, as amended and 
               restated on May 20, 1997 (incorporated by reference to 
               Exhibit 3.1 to Quarterly Report on Form 10-Q for the 
               period ended June 30, 1997)

          4.3  Specimen Stock Certificate (incorporated by reference 
               to Exhibit 4.1 to Registration Statement on Form S-1, 
               Registration No. 33-59820)

                                      -3-
4.4  Cross Timbers Oil Company 1997 Stock Incentive Plan 
                (incorporated by reference to Exhibit A to the Proxy 
                Statement dated April 30, 1997 for the Annual Meeting 
                of Stockholders held on May 20, 1997)

           4.5  Form of grant under Cross Timbers Oil Company 1997 
                Stock Incentive Plan

                a.   Employee option grant
                b.   Employee performance share grant
                c.   Non-employee director option grant
                d.   Non-employee director performance share grant

     (5)  Opinion re legality

           5.1  Opinion of Kelly, Hart & Hallman, P.C.

     (15) Letter re unaudited interim financial information

          15.1  Awareness letter of Arthur Andersen LLP

     (23) Consents of experts and counsel

          23.1  Consent of Arthur Andersen LLP
          23.2  Consent of Kelly, Hart & Hallman, P.C. (included 
                in its opinion filed as Exhibit 5.1)

     (24) Power of attorney (included on page 7 of the 
          Registration Statement)

 
ITEM 9.   UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  to file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to 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 of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof; and

     (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.

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

                                      -4-
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions summarized under Item 6, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -5-
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 Fort Worth, State of Texas, on September 26, 1997.

                                    CROSS TIMBERS OIL COMPANY

                                    By: /s/  BOB R. SIMPSON
                                       ---------------------------------------
                                             Bob R. Simpson, Chairman

                                      -6-
POWER OF ATTORNEY

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

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

   SIGNATURE                     TITLE                      DATE
   ---------                     -----                      ----
  
/s/ BOB R. SIMPSON       Chairman of the Board;          September 26, 1997
-----------------------  Chief Executive Officer;
Bob R. Simpson           Director (Principal Executive
                         Officer)
                       
/s/ STEFFEN E. PALKO     Vice Chairman; President;       September 26, 1997
-----------------------  Director
Steffen E. Palko       
                       
/s/ J. RICHARD SEEDS     Executive Vice President;       September 26, 1997
-----------------------  Director
J. Richard Seeds       
                       
/s/ LOUIS G. BALDWIN     Senior Vice President; Chief    September 26, 1997
-----------------------  Financial Officer (Principal
Louis G. Baldwin         Financial Officer)
                       
/s/ BENNIE G. KNIFFEN    Senior Vice President;          September 26, 1997
-----------------------  Controller (Principal
Bennie G. Kniffen        Accounting Officer)
                       
/s/ J. LUTHER KING, JR.  Director                        September 26, 1997
-----------------------
J. Luther King, Jr.    

/s/ JACK P. RANDALL      Director                        September 26, 1997
-----------------------
Jack P. Randall        

/s/ SCOTT G. SHERMAN     Director                        September 26, 1997
-----------------------
Scott G. Sherman

                                      -7-