<PAGE>
 
    As filed with the Securities and Exchange Commission on August 24, 1998
                                                 Registration Statement No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                           ------------------------

                            TITAN EXPLORATION, INC.
            (Exact name of registrant as specified in its charter)


            DELAWARE                                      75-2671582
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                           500 WEST TEXAS, SUITE 200
                             MIDLAND, TEXAS  79701
         (Address of principal executive offices, including zip code)

                           ------------------------

                               TITAN 401(k) PLAN
          (AS AMENDED AND RESTATED EFFECTIVE AS OF SEPTEMBER 1, 1998)
                           (Full title of the Plan)

                           ------------------------
                               Jack D. Hightower
                      President, Chief Executive Officer
                           and Chairman of the Board
                            Titan Exploration, Inc.
                           500 West Texas, Suite 200
                             Midland, Texas 79701
                                (915) 498-8600
           (Name, address and telephone number of agent for service)

                                   Copy to:
                                Joe Dannenmaier
                            Thompson & Knight, P.C.
                        1700 Pacific Avenue, Suite 3300
                              Dallas, Texas 75201
                                (214) 969-1700

                           ------------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================

       Title of securities to be         Amount to be    Proposed maximum offering          Proposed maximum            Amount of
               registered                 registered         price per share(1)       aggregate offering price(1)   registration fee

------------------------------------------------------------------------------------------------------------------------------------

<S>                                      <C>             <C>                          <C>                           <C>
                                         200,000 shares                        
Common Stock, par value $.01 per share...     (2)                 $7.00                        $1,400,000                $413.00 
------------------------------------------------------------------------------------------------------------------------------------

Interests in the Titan 401(k) Plan.......     (3)                  (4)                             (4)                     (4)
====================================================================================================================================

</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities
     Act") and based on the average of the high and low prices of the common
     stock reported on The Nasdaq Stock Markets' National Market on August 18,
     1998.
(2)  If, as a result of stock splits, stock dividends or similar transactions,
     the number of securities purported to be registered on this Registration
     Statement changes, the provisions of Rule 416 shall apply to this
     Registration Statement, and this Registration Statement shall be deemed to
     cover the additional securities resulting from the split of, or the
     dividend on, the securities covered by this Registration Statement.
(3)  Pursuant to Rule 416(c) under the Securities Act, this Registration
     Statement also covers an indeterminate amount of plan interests to be
     offered or sold pursuant to the Titan 401(k) Plan.
(4)  Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is
     required to register plan interests.
================================================================================
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*
         ----------------  

Item 2.  Registrant Information and Employee Plan Annual Information.*
         -----------------------------------------------------------  

_____________

*  Information required by Part I to be contained in the Section 10(a)
   prospectus is omitted from this Registration Statement in accordance with
   Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        --------------------------------------- 

   The following documents have been filed by the Registrant with the Securities
and Exchange Commission and are incorporated by reference in this Registration
Statement:

   (1)  Consolidated Financial Statements of Offshore Energy Development
        Corporation included in the Company's Registration Statement on Form S-4
        (Registration No. 333-40215) filed with the Commission on November 14,
        1997 (the "Company's Form S-4");

   (2)  Financial Statements of the 1995 Acquisition included in the Company's
        Form S-4;

   (3)  Financial Statements of the 1996 Acquisition included in the Company's
        Form S-4;

   (4)  The Company's Registration Statement on Form S-3 (Registration No. 
        333-      ) filed with the Commision on August 24, 1998;

   (5)  The Company's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1997;

   (6)  The Company's quarterly report on Form 10-Q for the quarter ended June
        30, 1998;

   (7)  The Company's Current Report on Form 8-K (Date of Event:  December 12,
        1997) filed December 29, 1997;

   (8)  The Company's Current Report on Form 8-K (Date of Event:  December 12,
        1997), as amended, filed February 27, 1998;

   (9)  The Company's Proxy Statement dated April 30, 1998, relating to the 1998
        annual meeting of stockholders of the Company; and

   (10) The description of the Company's Common Stock, $.01 par value per share,
        contained in the Registration Statement on Form 8-A of the Company
        heretofore filed with the Commission, including any amendments or
        reports filed for the purpose of updating such description.

   In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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 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 or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.  Upon the written or oral request of any person
to whom a copy of this Registration Statement has been delivered, the Company
will provide without charge to such person a copy of any and all documents
(excluding exhibits thereto unless such exhibits are specifically incorporated
by reference into such documents) that have been incorporated by reference into
this Registration Statement but not delivered herewith.  Requests for such
documents should be addressed to Titan Exploration, Inc., 500 West Texas, Suite
200, Midland, Texas  79701, Attention:  Corporate Secretary, (915) 498-8600.

                                      II-1
<PAGE>
 
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 102(b)(7) of the Delaware General Corporation Law ("DGCL") enables a
corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of members of its board of
directors to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director.  Such a provision may not eliminate or limit
the liability of a director (1) for any breach of a director's duty of loyalty
to the corporation or its stockholders, (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of a law,
(3) for paying an unlawful dividend or approving an illegal stock repurchase (as
provided in Section 174 of the DGCL), or (4) for any transaction from which the
director derived an improper personal benefit.

   Under Section 145 of the DGCL, a corporation has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, against any and all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement and reasonably incurred in connection with such action, suit or
proceeding. The power to indemnify applies only if the person acted in good
faith and in a manner he 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 the person's conduct was
unlawful.

   In the case of an action by or in the right of the corporation, no
indemnification may be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court of chancery or the court in which
such action or suit was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.  Section 145 of the DGCL further
provides that to the extent a director or officer of a corporation has been
successful in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.

   A corporation also has the power to purchase and maintain insurance on behalf
of any person covering any liability incurred by such person in his capacity as
a director, officer, employee or agent of the corporation, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability.

   The Registrant's Certificate of Incorporation and Bylaws provide that no
director of the Registrant will be personally liable to the Registrant or any of
its stockholders for monetary damages arising from the director's breach of
fiduciary duty as a director.  However, this does not apply with respect to any
action in which the director would be liable under Section 174 of Title 8 of the
DGCL nor does it apply with respect to any liability in which the director (i)
breached his duty of loyalty to the Registrant; (ii) did not act in good faith
or, in failing to act, did not act in good faith; (iii) acted in a manner
involving intentional misconduct or a knowing violation of law or, in failing to
act, shall have acted in a manner involving intentional misconduct or a knowing
violation of law; or (iv) derived an improper personal benefit.

   The Certificate of Incorporation and Bylaws provide that the Registrant will
indemnify its officers and directors and former officers and directors against
any expenses, judgments or settlement payments sustained or paid by such persons
as a result of having acted as an officer or director of the Registrant, or, at
the request of the Registrant, as an officer, director, agent or employee of
another business entity. The Certificate of Incorporation and Bylaws further
provide that the Registrant 

                                      II-2
<PAGE>
 
may, by action of its Board of Directors, provide indemnification to employees
and agents of the Registrant, individually or as a group, with the same scope
and effect as the indemnification of directors and officers.

Item 7. Exemption from Registration Claimed.
        ----------------------------------- 

   Not Applicable.


Item 8. Exhibits.
        -------- 

   The following documents are filed as exhibits to this Registration Statement:

        4.1   Titan 401(k) Plan.

        5.1   Opinion of Thompson & Knight, A Professional Corporation.

        23.1  Consent of Thompson & Knight, A Professional Corporation (included
              in the opinion of Thompson & Knight, P.C. filed herewith as
              Exhibit 5.1).
 
        23.2  Consent of Independent Auditors.

        23.3  Consent of Independent Auditors.

        24.1  Power of Attorney (included on signature page of this Registration
              Statement).


Item 9. Undertakings.
        ------------ 

   The 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:

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

            (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.  Notwithstanding the foregoing, any increase
       or decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering
       range may be reflected in the Form of prospectus filed with the
       Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
       volume and price represent no more than a 20% change in the maximum
       aggregate offering price set forth in the "Calculation of Registration
       Fee" table in the effective 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;

   provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
   information required to be included in a post-effective amendment by those
   paragraphs is contained in periodic reports filed by the Registrant pursuant
   to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
   are incorporated by reference in this Registration Statement.

                                      II-3
<PAGE>
 
       (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.

       (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.

       (4) 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 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.

       (5) Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing provisions,
   or otherwise, the Registrant has been advised that in the opinion of the
   Securities and Exchange Commission such indemnification is against public
   policy as expressed in the Act and is, therefore, unenforceable.  In the
   event that a claim for indemnification against such liabilities (other than
   the payment by the Registrant of expenses incurred or paid by 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.

                                      II-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 Midland and State of Texas on the 24th day of August,
1998.

                                TITAN EXPLORATION, INC.


                                By: /s/ Jack D. Hightower
                                    --------------------------------------------
                                    Jack D. Hightower, President, Chief
                                    Executive Officer and Chairman of the Board


                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Titan Exploration, Inc., a Delaware corporation, which is filing a
Registration Statement on Form S-8 with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended, hereby
constitute and appoint Jack D. Hightower and William K. White, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments to the Registration Statement, and all other documents in connection
therewith to be filed 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 might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact as agents or any of them, or their 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/ Jack D. Hightower    President, Chief Executive    August 24, 1998
-----------------------   Officer and Chairman of
     Jack D. Hightower    the Board (principal
                          executive officer)
 
 
 /s/ George G. Staley     Executive Vice President      August 24, 1998
-----------------------   and Director
     George G. Staley                      

                                                                        
 /s/ William K. White     Vice President, Finance       August 24, 1998 
-----------------------   and Chief Financial Officer  
     William K. White     (principal financial         
                          accounting officer)          

                                      II-5
<PAGE>
 
       SIGNATURE                TITLE                     DATE          
       ---------                -----                     ----           

                                             
    /s/ David R. Albin         Director              August 24, 1998 
---------------------------  
        David R. Albin
 
                               
   /s/ Kenneth A. Hersh        Director              August 24, 1998 
---------------------------  
       Kenneth A. Hersh
 
                                             
 /s/ William J. Vaughn, Jr.    Director              August 24, 1998 
---------------------------  
     William J. Vaughn, Jr.

                                      II-6
<PAGE>
 
                               INDEX TO EXHIBITS

Exhibit Number                 Exhibit
--------------                 -------

    4.1           Titan 401(k) Plan.

    5.1           Opinion of Thompson & Knight, A Professional Corporation.

    23.1          Consent of Thompson & Knight, A Professional Corporation
                  (included in the opinion of Thompson & Knight, P.C. filed
                  herewith as Exhibit 5.1).
        
    23.2          Consent of Independent Auditors.

    23.3          Consent of Independent Auditors.

    24.1          Power of Attorney (included on signature page of this
                  Registration Statement).

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23410}]
{"company-data": {"conformed-name": "TITAN EXPLORATION INC", "cik": "0001024645", "assigned-sic": "1311", "irs-number": "752671582", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62115", "film-number": "98696624"}, "business-address": {"street1": "500 W TEXAS AVE", "street2": "STE 500", "city": "MIDLAND", "state": "TX", "zip": "79701", "phone": "9156826612"}, "mail-address": {"street1": "500 W TEXAS AVE", "street2": "SUITE 500", "city": "MIDLAND", "state": "TX", "zip": "79701"}}
As filed with the Securities and Exchange Commission on August 24, 1998
                                                 Registration Statement No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                           ------------------------

                            TITAN EXPLORATION, INC.
            (Exact name of registrant as specified in its charter)

            DELAWARE                                      75-2671582
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                           500 WEST TEXAS, SUITE 200
                             MIDLAND, TEXAS  79701
         (Address of principal executive offices, including zip code)

                           ------------------------

                               TITAN 401(k) PLAN
          (AS AMENDED AND RESTATED EFFECTIVE AS OF SEPTEMBER 1, 1998)
                           (Full title of the Plan)

                           ------------------------
                               Jack D. Hightower
                      President, Chief Executive Officer
                           and Chairman of the Board
                            Titan Exploration, Inc.
                           500 West Texas, Suite 200
                             Midland, Texas 79701
                                (915) 498-8600
           (Name, address and telephone number of agent for service)

                                   Copy to:
                                Joe Dannenmaier
                            Thompson & Knight, P.C.
                        1700 Pacific Avenue, Suite 3300
                              Dallas, Texas 75201
                                (214) 969-1700

                           ------------------------

                        CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
====================================================================================================================================

       Title of securities to be         Amount to be    Proposed maximum offering          Proposed maximum            Amount of
               registered                 registered         price per share(1)       aggregate offering price(1)   registration fee

------------------------------------------------------------------------------------------------------------------------------------
200,000 shares                        
Common Stock, par value $.01 per share...     (2)                 $7.00                        $1,400,000                $413.00 
------------------------------------------------------------------------------------------------------------------------------------

Interests in the Titan 401(k) Plan.......     (3)                  (4)                             (4)                     (4)
====================================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities
     Act") and based on the average of the high and low prices of the common
     stock reported on The Nasdaq Stock Markets' National Market on August 18,
     1998.
(2)  If, as a result of stock splits, stock dividends or similar transactions,
     the number of securities purported to be registered on this Registration
     Statement changes, the provisions of Rule 416 shall apply to this
     Registration Statement, and this Registration Statement shall be deemed to
     cover the additional securities resulting from the split of, or the
     dividend on, the securities covered by this Registration Statement.
(3)  Pursuant to Rule 416(c) under the Securities Act, this Registration
     Statement also covers an indeterminate amount of plan interests to be
     offered or sold pursuant to the Titan 401(k) Plan.
(4)  Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is
     required to register plan interests.
================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*
         ----------------  

Item 2.  Registrant Information and Employee Plan Annual Information.*
         -----------------------------------------------------------  

_____________

*  Information required by Part I to be contained in the Section 10(a)
   prospectus is omitted from this Registration Statement in accordance with
   Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        --------------------------------------- 

   The following documents have been filed by the Registrant with the Securities
and Exchange Commission and are incorporated by reference in this Registration
Statement:

   (1)  Consolidated Financial Statements of Offshore Energy Development
        Corporation included in the Company's Registration Statement on Form S-4
        (Registration No. 333-40215) filed with the Commission on November 14,
        1997 (the "Company's Form S-4");

   (2)  Financial Statements of the 1995 Acquisition included in the Company's
        Form S-4;

   (3)  Financial Statements of the 1996 Acquisition included in the Company's
        Form S-4;

   (4)  The Company's Registration Statement on Form S-3 (Registration No. 
        333-      ) filed with the Commision on August 24, 1998;

   (5)  The Company's Annual Report on Form 10-K for the fiscal year ended
        December 31, 1997;

   (6)  The Company's quarterly report on Form 10-Q for the quarter ended June
        30, 1998;

   (7)  The Company's Current Report on Form 8-K (Date of Event:  December 12,
        1997) filed December 29, 1997;

   (8)  The Company's Current Report on Form 8-K (Date of Event:  December 12,
        1997), as amended, filed February 27, 1998;

   (9)  The Company's Proxy Statement dated April 30, 1998, relating to the 1998
        annual meeting of stockholders of the Company; and

   (10) The description of the Company's Common Stock, $.01 par value per share,
        contained in the Registration Statement on Form 8-A of the Company
        heretofore filed with the Commission, including any amendments or
        reports filed for the purpose of updating such description.

   In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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 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 or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.  Upon the written or oral request of any person
to whom a copy of this Registration Statement has been delivered, the Company
will provide without charge to such person a copy of any and all documents
(excluding exhibits thereto unless such exhibits are specifically incorporated
by reference into such documents) that have been incorporated by reference into
this Registration Statement but not delivered herewith.  Requests for such
documents should be addressed to Titan Exploration, Inc., 500 West Texas, Suite
200, Midland, Texas  79701, Attention:  Corporate Secretary, (915) 498-8600.

                                      II-1
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 102(b)(7) of the Delaware General Corporation Law ("DGCL") enables a
corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of members of its board of
directors to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director.  Such a provision may not eliminate or limit
the liability of a director (1) for any breach of a director's duty of loyalty
to the corporation or its stockholders, (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of a law,
(3) for paying an unlawful dividend or approving an illegal stock repurchase (as
provided in Section 174 of the DGCL), or (4) for any transaction from which the
director derived an improper personal benefit.

   Under Section 145 of the DGCL, a corporation has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, against any and all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement and reasonably incurred in connection with such action, suit or
proceeding. The power to indemnify applies only if the person acted in good
faith and in a manner he 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 the person's conduct was
unlawful.

   In the case of an action by or in the right of the corporation, no
indemnification may be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court of chancery or the court in which
such action or suit was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.  Section 145 of the DGCL further
provides that to the extent a director or officer of a corporation has been
successful in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.

   A corporation also has the power to purchase and maintain insurance on behalf
of any person covering any liability incurred by such person in his capacity as
a director, officer, employee or agent of the corporation, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability.

   The Registrant's Certificate of Incorporation and Bylaws provide that no
director of the Registrant will be personally liable to the Registrant or any of
its stockholders for monetary damages arising from the director's breach of
fiduciary duty as a director.  However, this does not apply with respect to any
action in which the director would be liable under Section 174 of Title 8 of the
DGCL nor does it apply with respect to any liability in which the director (i)
breached his duty of loyalty to the Registrant; (ii) did not act in good faith
or, in failing to act, did not act in good faith; (iii) acted in a manner
involving intentional misconduct or a knowing violation of law or, in failing to
act, shall have acted in a manner involving intentional misconduct or a knowing
violation of law; or (iv) derived an improper personal benefit.

   The Certificate of Incorporation and Bylaws provide that the Registrant will
indemnify its officers and directors and former officers and directors against
any expenses, judgments or settlement payments sustained or paid by such persons
as a result of having acted as an officer or director of the Registrant, or, at
the request of the Registrant, as an officer, director, agent or employee of
another business entity. The Certificate of Incorporation and Bylaws further
provide that the Registrant 

                                      II-2
may, by action of its Board of Directors, provide indemnification to employees
and agents of the Registrant, individually or as a group, with the same scope
and effect as the indemnification of directors and officers.

Item 7. Exemption from Registration Claimed.
        ----------------------------------- 

   Not Applicable.

Item 8. Exhibits.
        -------- 

   The following documents are filed as exhibits to this Registration Statement:

        4.1   Titan 401(k) Plan.

        5.1   Opinion of Thompson & Knight, A Professional Corporation.

        23.1  Consent of Thompson & Knight, A Professional Corporation (included
              in the opinion of Thompson & Knight, P.C. filed herewith as
              Exhibit 5.1).
 
        23.2  Consent of Independent Auditors.

        23.3  Consent of Independent Auditors.

        24.1  Power of Attorney (included on signature page of this Registration
              Statement).

Item 9. Undertakings.
        ------------ 

   The 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:

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

            (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.  Notwithstanding the foregoing, any increase
       or decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering
       range may be reflected in the Form of prospectus filed with the
       Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
       volume and price represent no more than a 20% change in the maximum
       aggregate offering price set forth in the "Calculation of Registration
       Fee" table in the effective 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;

   provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
   information required to be included in a post-effective amendment by those
   paragraphs is contained in periodic reports filed by the Registrant pursuant
   to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
   are incorporated by reference in this Registration Statement.

                                      II-3
(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.

       (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.

       (4) 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 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.

       (5) Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing provisions,
   or otherwise, the Registrant has been advised that in the opinion of the
   Securities and Exchange Commission such indemnification is against public
   policy as expressed in the Act and is, therefore, unenforceable.  In the
   event that a claim for indemnification against such liabilities (other than
   the payment by the Registrant of expenses incurred or paid by 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.

                                      II-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 Midland and State of Texas on the 24th day of August,
1998.

                                TITAN EXPLORATION, INC.

                                By: /s/ Jack D. Hightower
                                    --------------------------------------------
                                    Jack D. Hightower, President, Chief
                                    Executive Officer and Chairman of the Board

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Titan Exploration, Inc., a Delaware corporation, which is filing a
Registration Statement on Form S-8 with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended, hereby
constitute and appoint Jack D. Hightower and William K. White, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments to the Registration Statement, and all other documents in connection
therewith to be filed 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 might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact as agents or any of them, or their 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/ Jack D. Hightower    President, Chief Executive    August 24, 1998
-----------------------   Officer and Chairman of
     Jack D. Hightower    the Board (principal
                          executive officer)
 
 
 /s/ George G. Staley     Executive Vice President      August 24, 1998
-----------------------   and Director
     George G. Staley                      

                                                                        
 /s/ William K. White     Vice President, Finance       August 24, 1998 
-----------------------   and Chief Financial Officer  
     William K. White     (principal financial         
                          accounting officer)          

                                      II-5
SIGNATURE                TITLE                     DATE          
       ---------                -----                     ----           

                                             
    /s/ David R. Albin         Director              August 24, 1998 
---------------------------  
        David R. Albin
 
                               
   /s/ Kenneth A. Hersh        Director              August 24, 1998 
---------------------------  
       Kenneth A. Hersh
 
                                             
 /s/ William J. Vaughn, Jr.    Director              August 24, 1998 
---------------------------  
     William J. Vaughn, Jr.

                                      II-6
INDEX TO EXHIBITS

Exhibit Number                 Exhibit
--------------                 -------

    4.1           Titan 401(k) Plan.

    5.1           Opinion of Thompson & Knight, A Professional Corporation.

    23.1          Consent of Thompson & Knight, A Professional Corporation
                  (included in the opinion of Thompson & Knight, P.C. filed
                  herewith as Exhibit 5.1).
        
    23.2          Consent of Independent Auditors.

    23.3          Consent of Independent Auditors.

    24.1          Power of Attorney (included on signature page of this
                  Registration Statement).

                                      II-7