<PAGE>
 
    As filed with the Securities and Exchange Commission on March 25, 1997.
                                                        Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                _______________
                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                _______________
                    EQUITY COMPRESSION SERVICES CORPORATION
            (Exact name of registrant as specified in its charter)

         OKLAHOMA                                          73-1345732
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                        20 EAST 5TH STREET, SUITE 1500
                            TULSA, OKLAHOMA  74103
         (Address, including zip code, of principal executive offices)
                                _______________

                          EMPLOYEE STOCK OPTION PLAN
                          DIRECTOR STOCK OPTION PLAN
                        1994 DIRECTOR STOCK OPTION PLAN
                              DIRECTOR STOCK PLAN
                           (Full title of the plan)
                                _______________

                               MATTHEW S. RAMSEY
                    EQUITY COMPRESSION SERVICES CORPORATION
                        20 EAST 5TH STREET, SUITE 1500
                            TULSA, OKLAHOMA  74103
                                (918) 587-5815
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                  Copies to:
                               GREG S. SCHARLAU
                 CONNER & WINTERS, A PROFESSIONAL CORPORATION
                            2400 FIRST PLACE TOWER
                               15 E. 5TH STREET
                            TULSA, OKLAHOMA  74103
                                _______________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=======================================================================================================
                                             Proposed maximum    Proposed maximum                    
 Title of securities         Amount           offering price         aggregate            Amount of  
  to be registered     to be registered(1)     per share(2)      offering price(2)    Registration fee
-------------------------------------------------------------------------------------------------------
 <S>                   <C>                   <C>                 <C>                  <C>   
 Common Stock,           1,838,213 shares          $1.56           $2,867,612.28           $869.00
 par value $.01 per
 share
======================================================================================================
</TABLE>
 
(1)  The registration statement also includes an indeterminable number of
     additional shares that may become issuable as a result of terminated,
     expired or surrendered options or pursuant to the antidilution adjustment
     provisions of the plans.

(2)  Solely for the purpose of calculating the registration fee pursuant to Rule
     457(h) on the basis of the average of the closing bid and asked prices for
     the Common Stock on the Nasdaq Small Cap Market on March 19, 1997.

                                      -1-
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated in this Registration Statement by
reference:

     (1)  The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995;

     (2)  The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996;

     (3)  The Registrant's Current Report on Form 8-K dated December 19, 1996,
and filed with the Commission on January 3, 1997; and

     (4)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed with the Commission on
January 3, 1990.

     In addition, all documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
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. Any statement contained in a document
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in any other subsequently filed incorporated document 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.

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                      -1-
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
          The Registrant's Bylaws provide that each person who was or is made a
party to, or is involved in, any action, suit or proceeding by reason of the
fact that he or she was a director or officer of the Registrant (or was serving
at the request of the Registrant as a director, officer, employee or agent for
another entity) will be indemnified and held harmless by the Registrant, to the
fullest extent not prohibited by the Oklahoma General Corporation Act.

     Under Section 1031 of the Oklahoma General Corporation Act, a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the corporation, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation
unless a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.

     The Registrant's Certificate of Incorporation (the "Certificate of
Incorporation") provides that to the maximum extent permitted by the Oklahoma
General Corporation Act, a director of the Registrant shall not be liable to the
Registrant or its shareholders for monetary damages for breach of fiduciary duty
as a director.  The Oklahoma General Corporation Act permits Oklahoma
corporations to include in their certificates of incorporation a provision
eliminating or limiting director liability for monetary damages arising from
breaches of their fiduciary duty.  The only limitations imposed under the
statute and the Certificate of Incorporation are that the provision may not
eliminate or limit a director's liability (i) for breaches of the director's
duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or involving intentional misconduct or known
violations or law, (iii) for the payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) for transactions in which the director derived
an improper personal benefit.

     The foregoing summaries are necessarily subject to the complete text of the
statutes, the Certificate of Incorporation and Bylaws referred to above and are
qualified in their entirety by reference thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                      -2-
<PAGE>
 
ITEM 8.  EXHIBITS*.

 **4.1  Certificate of Incorporation.
 **4.2  Amendment to Certificate of Incorporation.
   4.3  Bylaws (incorporated herein by reference to Exhibit 3.5 to the
        Registrant's Registration Statement on Form S-4 (Registration No. 33-
        30686)(the "S-4 Registration Statement")).
   4.4  Hawkins Energy Corporation Director Stock Option Plan (incorporated
        herein by reference to Exhibit 4.3 to the Registrant's S-4 Registration
        Statement).
   4.5  Hawkins Energy Corporation 1994 Director Stock Option Plan (incorporated
        herein by reference to Exhibit 10.8 to the Registrant's Annual Report on
        Form 10-KSB for the year ended December 31, 1994).
 **4.6  Hawkins Energy Corporation Director Stock Plan.
 **4.7  Form of Agreement used to grant nonqualified stock options under the
        Hawkins Energy Corporation 1994 Director Stock Option Plan and Director
        Stock Plan.
 **4.8  Hawkins Energy Corporation Amended and Restated Employee Stock Option
        Plan.
 **5    Opinion of Conner & Winters, A Professional Corporation.
**23.1  Consent of Coopers & Lybrand L.L.P.
**23.2  Consent of Conner & Winters, A Professional Corporation (included in
        Exhibit 5 hereto).
**24    Power of Attorney (included in this Part II).
______________
*    Exhibits not included are not applicable.
**   Filed herewith.


ITEM 9.  UNDERTAKINGS.

     1.   The undersigned Registrant hereby undertakes:

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

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

               (ii)   To reflect in the prospectus any facts or events arising
          after the effective date of this 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 this Registration Statement; and

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

                                      -3-
<PAGE>
 
     provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
     and (a)(1)(ii) above do not apply if the information required to be
     included in a post-effective amendment by those paragraphs is contained in
     periodic reports filed by the registrant pursuant to Section 13 or Section
     15(d) of the Exchange Act that are incorporated by reference in this
     Registration Statement.

          (b)  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.

          (c)  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.

     2.   The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant'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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                      -4-
<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 Tulsa, State of Oklahoma, on March 25, 1997.

                                    EQUITY COMPRESSION SERVICES


                                    By:  /s/ Thomas F. Ostrye
                                         ---------------------------------------
                                         Thomas F. Ostrye
                                         President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Matthew S. Ramsey and Thomas F. Ostrye, and each
of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her in his or her name,
place and stead, in any and all capacities, to sign any or all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and all 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 in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.

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

<TABLE>
<CAPTION>
        SIGNATURE                             TITLE                         DATE
        ---------                             -----                         ----
<S>                                 <C>                                   <C>
/s/ Richard D. Brannon                 Chairman of the Board of           March 25, 1997
-----------------------------
Richard D. Brannon                      Directors and Director

/s/ Matthew S. Ramsey                Chief Executive Officer and          March 25, 1997
-----------------------------
Matthew S. Ramsey                   Director (principal executive
                                               officer)

/s/ Thomas F. Ostrye                  President, Chief Operating          March 25, 1997
-----------------------------
Thomas F. Ostrye                         Officer and Director
                                      (principal accounting and
                                          financial officer)

/s/ Charles M. Butler, III                     Director                   March 25, 1997
-----------------------------
Charles M. Butler, III

/s/ Ray C. Davis                               Director                   March 25, 1997
-----------------------------
Ray C. Davis
</TABLE>

                                      -5-
<PAGE>
 
<TABLE> 
<S>                                         <C>               <C> 
/s/ Clifford S. Lewis                       Director          March 25, 1997
-----------------------------             
Clifford S. Lewis                           
                                          
/s/ Don E. Smith                            Director          March 25, 1997
-----------------------------             
Don E. Smith                              
                                                         
/s/ Jon P. Stephenson                       Director          March 25, 1997
-----------------------------             
Jon P. Stephenson                                        
                                                              
/s/ Kelcy L. Warren                         Director          March 25, 1997   
-----------------------------
Kelcy L. Warren                          
</TABLE>

                                      -6-
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------

 
Exhibit               Description
-------               -----------

**4.1   Certificate of Incorporation.
**4.2   Amendment to Certificate of Incorporation.
  4.3   Bylaws (incorporated herein by reference to Exhibit 3.5 to the
        Registrant's Registration Statement on Form S-4 (Registration No. 33-
        30686)(the "S-4 Registration Statement")).
  4.4   Hawkins Energy Corporation Director Stock Option Plan (incorporated
        herein by reference to Exhibit 4.3 to the Registrant's S-4 Registration
        Statement).
  4.5   Hawkins Energy Corporation 1994 Director Stock Option Plan (incorporated
        herein by reference to Exhibit 10.8 to the Registrant's Annual Report on
        Form 10-KSB for the year ended December 31, 1994).
**4.6   Hawkins Energy Corporation Director Stock Plan.
**4.7   Form of Agreement used to grant nonqualified stock options under the
        Hawkins Energy Corporation 1994 Director Stock Option Plan and Director
        Stock Plan.
**4.8   Hawkins Energy Corporation Amended and Restated Employee Stock Option
        Plan.
**5     Opinion of Conner & Winters, A Professional Corporation.
**23.1  Consent of Coopers & Lybrand L.L.P.
**23.2  Consent of Conner & Winters, A Professional Corporation (included in
        Exhibit 5 hereto).
**24    Power of Attorney (included in this Part II).
______________
*    Exhibits not included are not applicable.
**   Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20063}]
{"company-data": {"conformed-name": "HAWKINS ENERGY CORP", "cik": "0000854661", "assigned-sic": "7359", "irs-number": "731345732", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23925", "film-number": "97562808"}, "business-address": {"street1": "TWENTY EAST FIFTH ST", "street2": "STE 1500", "city": "TULSA", "state": "OK", "zip": "74103", "phone": "9185875815"}, "mail-address": {"street1": "TWENTY EAST FIFTH ST", "street2": "STE 1500", "city": "TULSA", "state": "OK", "zip": "74103"}}
As filed with the Securities and Exchange Commission on March 25, 1997.
                                                        Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                _______________
                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                _______________
                    EQUITY COMPRESSION SERVICES CORPORATION
            (Exact name of registrant as specified in its charter)

         OKLAHOMA                                          73-1345732
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                        20 EAST 5TH STREET, SUITE 1500
                            TULSA, OKLAHOMA  74103
         (Address, including zip code, of principal executive offices)
                                _______________

                          EMPLOYEE STOCK OPTION PLAN
                          DIRECTOR STOCK OPTION PLAN
                        1994 DIRECTOR STOCK OPTION PLAN
                              DIRECTOR STOCK PLAN
                           (Full title of the plan)
                                _______________

                               MATTHEW S. RAMSEY
                    EQUITY COMPRESSION SERVICES CORPORATION
                        20 EAST 5TH STREET, SUITE 1500
                            TULSA, OKLAHOMA  74103
                                (918) 587-5815
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                  Copies to:
                               GREG S. SCHARLAU
                 CONNER & WINTERS, A PROFESSIONAL CORPORATION
                            2400 FIRST PLACE TOWER
                               15 E. 5TH STREET
                            TULSA, OKLAHOMA  74103
                                _______________

                        CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                             Proposed maximum    Proposed maximum                    
 Title of securities         Amount           offering price         aggregate            Amount of  
  to be registered     to be registered(1)     per share(2)      offering price(2)    Registration fee
-------------------------------------------------------------------------------------------------------
Common Stock,           1,838,213 shares          $1.56           $2,867,612.28           $869.00
 par value $.01 per
 share
======================================================================================================
(1)  The registration statement also includes an indeterminable number of
     additional shares that may become issuable as a result of terminated,
     expired or surrendered options or pursuant to the antidilution adjustment
     provisions of the plans.

(2)  Solely for the purpose of calculating the registration fee pursuant to Rule
     457(h) on the basis of the average of the closing bid and asked prices for
     the Common Stock on the Nasdaq Small Cap Market on March 19, 1997.

                                      -1-
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated in this Registration Statement by
reference:

     (1)  The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995;

     (2)  The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996;

     (3)  The Registrant's Current Report on Form 8-K dated December 19, 1996,
and filed with the Commission on January 3, 1997; and

     (4)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed with the Commission on
January 3, 1990.

     In addition, all documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
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. Any statement contained in a document
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in any other subsequently filed incorporated document 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.

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                      -1-
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
          The Registrant's Bylaws provide that each person who was or is made a
party to, or is involved in, any action, suit or proceeding by reason of the
fact that he or she was a director or officer of the Registrant (or was serving
at the request of the Registrant as a director, officer, employee or agent for
another entity) will be indemnified and held harmless by the Registrant, to the
fullest extent not prohibited by the Oklahoma General Corporation Act.

     Under Section 1031 of the Oklahoma General Corporation Act, a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the corporation, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation
unless a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.

     The Registrant's Certificate of Incorporation (the "Certificate of
Incorporation") provides that to the maximum extent permitted by the Oklahoma
General Corporation Act, a director of the Registrant shall not be liable to the
Registrant or its shareholders for monetary damages for breach of fiduciary duty
as a director.  The Oklahoma General Corporation Act permits Oklahoma
corporations to include in their certificates of incorporation a provision
eliminating or limiting director liability for monetary damages arising from
breaches of their fiduciary duty.  The only limitations imposed under the
statute and the Certificate of Incorporation are that the provision may not
eliminate or limit a director's liability (i) for breaches of the director's
duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or involving intentional misconduct or known
violations or law, (iii) for the payment of unlawful dividends or unlawful stock
purchases or redemptions, or (iv) for transactions in which the director derived
an improper personal benefit.

     The foregoing summaries are necessarily subject to the complete text of the
statutes, the Certificate of Incorporation and Bylaws referred to above and are
qualified in their entirety by reference thereto.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                      -2-
ITEM 8.  EXHIBITS*.

 **4.1  Certificate of Incorporation.
 **4.2  Amendment to Certificate of Incorporation.
   4.3  Bylaws (incorporated herein by reference to Exhibit 3.5 to the
        Registrant's Registration Statement on Form S-4 (Registration No. 33-
        30686)(the "S-4 Registration Statement")).
   4.4  Hawkins Energy Corporation Director Stock Option Plan (incorporated
        herein by reference to Exhibit 4.3 to the Registrant's S-4 Registration
        Statement).
   4.5  Hawkins Energy Corporation 1994 Director Stock Option Plan (incorporated
        herein by reference to Exhibit 10.8 to the Registrant's Annual Report on
        Form 10-KSB for the year ended December 31, 1994).
 **4.6  Hawkins Energy Corporation Director Stock Plan.
 **4.7  Form of Agreement used to grant nonqualified stock options under the
        Hawkins Energy Corporation 1994 Director Stock Option Plan and Director
        Stock Plan.
 **4.8  Hawkins Energy Corporation Amended and Restated Employee Stock Option
        Plan.
 **5    Opinion of Conner & Winters, A Professional Corporation.
**23.1  Consent of Coopers & Lybrand L.L.P.
**23.2  Consent of Conner & Winters, A Professional Corporation (included in
        Exhibit 5 hereto).
**24    Power of Attorney (included in this Part II).
______________
*    Exhibits not included are not applicable.
**   Filed herewith.

ITEM 9.  UNDERTAKINGS.

     1.   The undersigned Registrant hereby undertakes:

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

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

               (ii)   To reflect in the prospectus any facts or events arising
          after the effective date of this 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 this Registration Statement; and

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

                                      -3-
provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
     and (a)(1)(ii) above do not apply if the information required to be
     included in a post-effective amendment by those paragraphs is contained in
     periodic reports filed by the registrant pursuant to Section 13 or Section
     15(d) of the Exchange Act that are incorporated by reference in this
     Registration Statement.

          (b)  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.

          (c)  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.

     2.   The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant'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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                      -4-
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 Tulsa, State of Oklahoma, on March 25, 1997.

                                    EQUITY COMPRESSION SERVICES

                                    By:  /s/ Thomas F. Ostrye
                                         ---------------------------------------
                                         Thomas F. Ostrye
                                         President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Matthew S. Ramsey and Thomas F. Ostrye, and each
of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her in his or her name,
place and stead, in any and all capacities, to sign any or all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and all 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 in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE                             TITLE                         DATE
        ---------                             -----                         ----
/s/ Richard D. Brannon                 Chairman of the Board of           March 25, 1997
-----------------------------
Richard D. Brannon                      Directors and Director

/s/ Matthew S. Ramsey                Chief Executive Officer and          March 25, 1997
-----------------------------
Matthew S. Ramsey                   Director (principal executive
                                               officer)

/s/ Thomas F. Ostrye                  President, Chief Operating          March 25, 1997
-----------------------------
Thomas F. Ostrye                         Officer and Director
                                      (principal accounting and
                                          financial officer)

/s/ Charles M. Butler, III                     Director                   March 25, 1997
-----------------------------
Charles M. Butler, III

/s/ Ray C. Davis                               Director                   March 25, 1997
-----------------------------
Ray C. Davis
-5-
/s/ Clifford S. Lewis                       Director          March 25, 1997
-----------------------------             
Clifford S. Lewis                           
                                          
/s/ Don E. Smith                            Director          March 25, 1997
-----------------------------             
Don E. Smith                              
                                                         
/s/ Jon P. Stephenson                       Director          March 25, 1997
-----------------------------             
Jon P. Stephenson                                        
                                                              
/s/ Kelcy L. Warren                         Director          March 25, 1997   
-----------------------------
Kelcy L. Warren
-6-
INDEX TO EXHIBITS
                               -----------------

 
Exhibit               Description
-------               -----------

**4.1   Certificate of Incorporation.
**4.2   Amendment to Certificate of Incorporation.
  4.3   Bylaws (incorporated herein by reference to Exhibit 3.5 to the
        Registrant's Registration Statement on Form S-4 (Registration No. 33-
        30686)(the "S-4 Registration Statement")).
  4.4   Hawkins Energy Corporation Director Stock Option Plan (incorporated
        herein by reference to Exhibit 4.3 to the Registrant's S-4 Registration
        Statement).
  4.5   Hawkins Energy Corporation 1994 Director Stock Option Plan (incorporated
        herein by reference to Exhibit 10.8 to the Registrant's Annual Report on
        Form 10-KSB for the year ended December 31, 1994).
**4.6   Hawkins Energy Corporation Director Stock Plan.
**4.7   Form of Agreement used to grant nonqualified stock options under the
        Hawkins Energy Corporation 1994 Director Stock Option Plan and Director
        Stock Plan.
**4.8   Hawkins Energy Corporation Amended and Restated Employee Stock Option
        Plan.
**5     Opinion of Conner & Winters, A Professional Corporation.
**23.1  Consent of Coopers & Lybrand L.L.P.
**23.2  Consent of Conner & Winters, A Professional Corporation (included in
        Exhibit 5 hereto).
**24    Power of Attorney (included in this Part II).
______________
*    Exhibits not included are not applicable.
**   Filed herewith.