<PAGE>
 
As filed with the Securities and Exchange
Commission on December 7, 1995                          Registration No. 33-____

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

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                                 ____________

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

                         LONE STAR TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)

         Delaware                                     75-2085454
(State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)
  5501 LBJ Freeway, Suite 1200                           75240
         Dallas, Texas                                 (zip code)
(Address of Principal Executive Offices)
 
          LONE STAR TECHNOLOGIES, INC. 1985 LONG TERM INCENTIVE PLAN
                           (Full title of the plan)
                                 ____________

                           James T. Dougherty, Esq.
                            Senior Vice President,
                         General Counsel and Secretary
                         Lone Star Technologies, Inc.
                         5501 LBJ Freeway, Suite 1200
                                 Dallas, Texas
                    (Name and address of agent for service)
                                (214) 386-3981
                         (Telephone number, including
                       area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
        Title of            Amount      Proposed maximum     Proposed maximum    Amount of
     securities to           to be          offering            aggregate       registration
     be registered        registered   price per share (1)  offering price (1)      fee
- --------------------------------------------------------------------------------------------
<S>                       <C>          <C>                  <C>                 <C>
    Common Stock,          1,200,000
   $1.00 par value         shares (2)         $8.75           $10,500,000.00      $3,620.69
       per share
</TABLE>

(1) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h) on the basis of the average of the high and low
    prices of the Common Stock on the National Association of Securities Dealers
    Automated Quotation System on December 4, 1995, as reported in the 
    December 5, 1995 edition of The Wall Street Journal.
                                ----------------------- 
(2) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
    or similar transaction with respect to these shares are also being
    registered hereunder.

================================================================================
<PAGE>
 
                                    PART II
Documents Incorporated by Reference
- -----------------------------------

     The contents of the Registration Statement of Lone Star Technologies, Inc.
(the "Registrant" or "LST")  on Form S-8, Registration No. 33-2380, which was
adopted from Lone Star Steel Company when Registrant  became the successor
issuer to that entity of Common Stock under the Plan, as such Registration
Statement was originally filed by that entity with the Securities and Exchange
Commission on or about December 31, 1985, and the contents of the amendment of
that Registration Statement under a post effective amendment filed by Registrant
with the Securities and Exchange Commission on or about May 19, 1986, when that
Registration Statement was adopted, and including the documents incorporated by
reference in both filings (the "Prior Registration Statements"), are
incorporated by reference into this Registration Statement.

     All documents filed by the Registrant with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Registration Statement and
prior to the termination of the offering to which it relates shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

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

     The Lone Star Technologies, Inc. 1985 Long Term Incentive Plan (the
"Plan"), was originally adopted in 1985 as a stock based incentive plan which,
following adoption by LST, has authorized the issuance of LST Common Stock and
certain cash payments under awards to key salaried employees of LST and its
subsidiaries for (a) stock Options designed to meet the requirements of Section
422 of the Internal Revenue Code ("incentive stock Option"), (b) stock Options
which do not meet those requirements ("nonqualified stock Options"), (c) stock
appreciation rights, either in tandem with the award of stock Options or not,
(d) restricted stock grants, (e) performance unit grants and (f) stock in
payment of incentive compensation earned under LST's bonus program. The Plan
also authorizes awards of Options to non-executive (i.e. non-employee) directors
of LST, of which currently there are six. Non-executive directors are only
eligible to receive non-qualified Options under the Plan. To date, LST has only
utilized the Plan to grant Options, even though the Plan authorizes other awards
as well.

     On September 3, 1993, the Board of Directors of the Registrant adopted
amendments to the Plan which, among other things, increased from 1,500,000 to
2,700,000 the aggregate number of shares of the Registrant's Common Stock, par
value $1.00 per share ("Common Stock"), reserved for issuance under the Plan.
That amendment and the others described below were approved by the shareholders
of the Registrant on November 12, 1993.

     These other Plan amendments, as material, that were given approval, are
discussed hereinbelow, and included, among others, provision for:

     (1)  the extension of the Plan's termination by ten years, from April 9,
          1995, when the original ten year term was set to expire, to April 9,
          2005;/(1)/

     (2)  the grant of Options for 25,000 shares of Common Stock to be made
          automatically (a) to each non-executive director in office on the
          first business day after the annual shareholders meeting in 1993, and
          (b) each second (i.e. every other) year after 1993, a like grant of
          Options every two years to each non-executive director who is in
          office on the first business day after the annual shareholders'
          meeting held in such a year;

/(1)/ Because of the absence of clear authority under current law to continue to
      grant incentive stock Options after ten years, the extension of the Plan
      for ten more years as applied to Options only extends the authority to
      grant nonqualified Options.

                                       2
<PAGE>
 
     (3)  the limitation on the total number of shares of Common Stock that can
          be issued under Options granted to non-executive directors increased
          from 200,000 to 750,000 shares;

     (4)  the continuation of a recipient's Options after a recipient changes
          status from employee to non-executive director, or vice versa without
                                                             ---- -----
          an interruption of service; and

     (5)  a limitation on each Option granted to non-executive directors in 1993
          and subsequently so that the Option will become exercisable at the
          rate of 25% of the shares covered under the Option at the end of each
          of the first four years after grant, but there will be an acceleration
          of the right of exercise of those Options and all other outstanding
          Options, regardless of to whom granted, and those Options will be 100%
          exercisable following an accumulation of the stock of LST.

     These Plan changes with respect to non-executive directors structuring
automatic Option grants was done so that the Plan would qualify under protective
provisions of the Federal securities regulations pertaining to stock
transactions involving executive officers and directors.  Under the Federal
securities laws, without that protection, a director or executive officer of LST
would be subject to the forfeiture to LST of any "short-swing" profits from his
or her transactions in Common Stock of LST, which court decisions have ruled is
the difference between the purchase price and a higher sale price of the same
class of stock bought and sold within a six-month period, with the grant of an
Option by regulation treated for this purpose as a purchase of the stock
underlying the Option.  With the change executive officers and directors are
protected from such forfeiture.

     The amendments summarized above also limit the number of shares that may be
issued under Options to non-executive directors to 750,000, and represents an
increase over the previous 200,000 share limit authorized.  It should be noted
that shares issued under an Option awarded to someone when an employee, even if
later,  when the Option is exercised, that person is a non-executive director,
under the amendments, would not count against the limit of 750,000.

     Further, the Plan also was amended (a) so that an employee could become or
continue as a director of LST upon leaving the employ of LST or a subsidiary, or
vice versa, as long as it occurs without an interruption of service, without
- ---- -----                                                                  
having such employee's employment or such director's service considered
terminated for purposes of the Plan provisions governing when Options held by
employee or director must be exercised in the event of termination and (b) to
provide generally for the right to immediately exercise Options, notwithstanding
limits in effect on exercise, in the event of an accumulation of a substantial
amount of LST stock (i.e. 50% or more of the total voting power for the election
of directors, which currently is vested only in the outstanding Common Stock) or
the acquisition of substantially all of the assets of LST, by some party or
group that could result in a change of control of LST, so that the optionee will
not be put in jeopardy of forfeiting the Option by loss of his position as an
employee or director if LST does change control before the Option becomes fully
exercisable.

     These amendments further limit the ability of the Board to change the Plan
by providing that neither the Committee of directors that is to administer the
Plan or the entire Board of Directors may (a) impair any awards already made or
(b) without the approval of stockholders of LST, except in case of limited
capital restructurings, (i) increase the number of shares of Common Stock which
may be issued under the Plan, (ii) materially modify the requirements as to
eligibility for participation in the Plan, (iii) materially increase the
benefits accruing to participants or non-executive directors under the Plan or
(iv) have the effect of providing for the grant of Options to purchase Common
Stock at less than the fair market value per share thereof on the applicable
date of grant of the Options. The provisions of the Plan applicable

                                       3
<PAGE>
 
to non-executive directors which govern (a) the number of shares of Common Stock
covered by each Option award to a non-executive director of LST, (b) the
exercise price per share of Common Stock under each Option, (c) when and under
what circumstances each Option will be granted, and (d) the period within which
each Option may be exercised, shall not be amended, except in case of limited
capital restructurings, more than once every six months, other than to comport
with changes in the Internal Revenue Code or the rules promulgated thereunder,
and the Employee Retirement Income Security Act of 1974, as amended, or the
rules promulgated thereunder. Without shareholder approval, except where
required, the Plan may be changed if deemed necessary.

                                   Exhibits
                                   --------

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

     4.1  Lone Star Technologies, Inc. 1985 Long Term Incentive Plan, as amended
          through November 30, 1995.

     4.2  Form of Nonqualified Stock Option Agreement for employees as currently
          in use.

     4.3  Form of Nonqualified Stock Option Agreement for non-executive
          directors as currently in use.

     5    Opinion of James T. Dougherty, Esq., Senior Vice President, General
          Counsel and Secretary of Lone Star Technologies, Inc., regarding
          1,200,000 shares of Common Stock.

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

     23.2 Consent of counsel (included in the opinion of James T. Dougherty,
          Esq. filed herewith as Exhibit 5).

     24   Powers of Attorney.



                                 Undertakings
                                 ------------

     The Registrant undertakes:

     1. To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement in order 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.

     2. That, for the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment filed as provided pursuant to
     the foregoing paragraph 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 hereunder which remain unsold at the
     termination of the offering.

                                       4
<PAGE>
 
     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 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 provisions of its Certificate of
     Incorporation and By-laws, 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
     of 1933 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
     hereunder, 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 of 1933 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 Dallas, State of Texas on December 4, 1995.

                                                    LONE STAR TECHNOLOGIES, INC.
                                                       By:    /s/ John P. Harbin
                                                        ------------------------
                                                                 John P. Harbin,
                                                            Chairman, President,
                                                     and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. The undersigned persons hereby constitute
and appoint John P. Harbin and James T. Dougherty, or either of them, as our
true and lawful attorneys-in-fact with full power to execute in our names and on
our behalf, in the capacities indicated below, any and all amendments to this
Registration Statement to be filed with the Securities and Exchange Commission
and hereby ratify and confirm all that such attorneys-in-fact shall lawfully do
or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
           Signature                   Capacity in Which Signed                     Date
- -------------------------------  ------------------------------------  ------------------------------
<S>                              <C>                                   <C>
 
 /s/ John P. Harbin                   Chairman, President, Chief              December 4, 1995
- -------------------------------     Executive Officer and Director
John P. Harbin                      (Principal Executive Officer) 
                                    
 
/s/ Judith A. Murrell            Vice President - Corporate Relations         December 4, 1995
- -------------------------------             and Treasurer         
Judith A. Murrell                   (Principal Accounting Officer)  
                                    
 
Charles L. Blackburn*                          Director                       December 4, 1995
- -------------------------------
Charles L. Blackburn
 
Dean P. Guerin*                                Director                       December 4, 1995
- -------------------------------
Dean P. Guerin
 
Frederick B. Hegi, Jr.*                        Director                       December 4, 1995
- -------------------------------
Frederick B. Hegi, Jr.
 
William C. McCord*                             Director                       December 4, 1995
- -------------------------------
William C. McCord
 
James E. McCormick*                            Director                       December 4, 1995
- -------------------------------
James E. McCormick
 
Thomas M. Mercer, Jr.*                         Director                       December 4, 1995
- -------------------------------
Thomas M. Mercer, Jr.
 
*By:   /s/ James T. Dougherty
    ---------------------------
       James T. Dougherty
       Attorney-in-fact
</TABLE>


                                       6
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 
                                                                                  Sequentially
                                                                                    Numbered
Exhibit Number                                 Exhibit                                Page
- --------------                                 -------                                ----
<S>               <C>                                                                 <C>
      4.1         Lone Star Technologies, Inc. 1985 Long Term Incentive Plan as        8-14
                  amended through November 30, 1995.
 
      4.2         Form of Nonqualified Stock Option Agreement for employees           15-17
                  as currently in use.
 
      4.3         Form of Nonqualified Stock Option Agreement for non-executive       18-20
                  directors as currently in use.
 
      5           Opinion of James T. Dougherty, Esq., Senior Vice President,            21
                  General Counsel and Secretary of Lone Star Technologies, Inc.,
                  regarding 1,200,000 shares of Common Stock.
 
     23.1         Consent of independent public accountants to incorporation of          22
                  reports by reference.
 
     23.2         Consent of counsel (included in the opinion of James T. Dougherty,      -
                  Esq. filed herewith as Exhibit 5).
 
     24           Powers of Attorney.                                                 23-28
 
</TABLE>



                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21643}]
{"company-data": {"conformed-name": "LONE STAR TECHNOLOGIES INC", "cik": "0000791348", "assigned-sic": "3317", "irs-number": "752085454", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64805", "film-number": "95599893"}, "business-address": {"street1": "5501 LBJ FREEWAY STE 1200", "city": "DALLAS", "state": "TX", "zip": "75380", "phone": "2143863981"}}
As filed with the Securities and Exchange
Commission on December 7, 1995                          Registration No. 33-____

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

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                                 ____________

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

                         LONE STAR TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)

         Delaware                                     75-2085454
(State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)
  5501 LBJ Freeway, Suite 1200                           75240
         Dallas, Texas                                 (zip code)
(Address of Principal Executive Offices)
 
          LONE STAR TECHNOLOGIES, INC. 1985 LONG TERM INCENTIVE PLAN
                           (Full title of the plan)
                                 ____________

                           James T. Dougherty, Esq.
                            Senior Vice President,
                         General Counsel and Secretary
                         Lone Star Technologies, Inc.
                         5501 LBJ Freeway, Suite 1200
                                 Dallas, Texas
                    (Name and address of agent for service)
                                (214) 386-3981
                         (Telephone number, including
                       area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
Title of            Amount      Proposed maximum     Proposed maximum    Amount of
     securities to           to be          offering            aggregate       registration
     be registered        registered   price per share (1)  offering price (1)      fee
- --------------------------------------------------------------------------------------------
Common Stock,          1,200,000
   $1.00 par value         shares (2)         $8.75           $10,500,000.00      $3,620.69
       per share
(1) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h) on the basis of the average of the high and low
    prices of the Common Stock on the National Association of Securities Dealers
    Automated Quotation System on December 4, 1995, as reported in the 
    December 5, 1995 edition of The Wall Street Journal.
                                ----------------------- 
(2) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
    or similar transaction with respect to these shares are also being
    registered hereunder.

================================================================================
PART II
Documents Incorporated by Reference
- -----------------------------------

     The contents of the Registration Statement of Lone Star Technologies, Inc.
(the "Registrant" or "LST")  on Form S-8, Registration No. 33-2380, which was
adopted from Lone Star Steel Company when Registrant  became the successor
issuer to that entity of Common Stock under the Plan, as such Registration
Statement was originally filed by that entity with the Securities and Exchange
Commission on or about December 31, 1985, and the contents of the amendment of
that Registration Statement under a post effective amendment filed by Registrant
with the Securities and Exchange Commission on or about May 19, 1986, when that
Registration Statement was adopted, and including the documents incorporated by
reference in both filings (the "Prior Registration Statements"), are
incorporated by reference into this Registration Statement.

     All documents filed by the Registrant with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the date of this Registration Statement and
prior to the termination of the offering to which it relates shall be deemed to
be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

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

     The Lone Star Technologies, Inc. 1985 Long Term Incentive Plan (the
"Plan"), was originally adopted in 1985 as a stock based incentive plan which,
following adoption by LST, has authorized the issuance of LST Common Stock and
certain cash payments under awards to key salaried employees of LST and its
subsidiaries for (a) stock Options designed to meet the requirements of Section
422 of the Internal Revenue Code ("incentive stock Option"), (b) stock Options
which do not meet those requirements ("nonqualified stock Options"), (c) stock
appreciation rights, either in tandem with the award of stock Options or not,
(d) restricted stock grants, (e) performance unit grants and (f) stock in
payment of incentive compensation earned under LST's bonus program. The Plan
also authorizes awards of Options to non-executive (i.e. non-employee) directors
of LST, of which currently there are six. Non-executive directors are only
eligible to receive non-qualified Options under the Plan. To date, LST has only
utilized the Plan to grant Options, even though the Plan authorizes other awards
as well.

     On September 3, 1993, the Board of Directors of the Registrant adopted
amendments to the Plan which, among other things, increased from 1,500,000 to
2,700,000 the aggregate number of shares of the Registrant's Common Stock, par
value $1.00 per share ("Common Stock"), reserved for issuance under the Plan.
That amendment and the others described below were approved by the shareholders
of the Registrant on November 12, 1993.

     These other Plan amendments, as material, that were given approval, are
discussed hereinbelow, and included, among others, provision for:

     (1)  the extension of the Plan's termination by ten years, from April 9,
          1995, when the original ten year term was set to expire, to April 9,
          2005;/(1)/

     (2)  the grant of Options for 25,000 shares of Common Stock to be made
          automatically (a) to each non-executive director in office on the
          first business day after the annual shareholders meeting in 1993, and
          (b) each second (i.e. every other) year after 1993, a like grant of
          Options every two years to each non-executive director who is in
          office on the first business day after the annual shareholders'
          meeting held in such a year;

/(1)/ Because of the absence of clear authority under current law to continue to
      grant incentive stock Options after ten years, the extension of the Plan
      for ten more years as applied to Options only extends the authority to
      grant nonqualified Options.

                                       2
(3)  the limitation on the total number of shares of Common Stock that can
          be issued under Options granted to non-executive directors increased
          from 200,000 to 750,000 shares;

     (4)  the continuation of a recipient's Options after a recipient changes
          status from employee to non-executive director, or vice versa without
                                                             ---- -----
          an interruption of service; and

     (5)  a limitation on each Option granted to non-executive directors in 1993
          and subsequently so that the Option will become exercisable at the
          rate of 25% of the shares covered under the Option at the end of each
          of the first four years after grant, but there will be an acceleration
          of the right of exercise of those Options and all other outstanding
          Options, regardless of to whom granted, and those Options will be 100%
          exercisable following an accumulation of the stock of LST.

     These Plan changes with respect to non-executive directors structuring
automatic Option grants was done so that the Plan would qualify under protective
provisions of the Federal securities regulations pertaining to stock
transactions involving executive officers and directors.  Under the Federal
securities laws, without that protection, a director or executive officer of LST
would be subject to the forfeiture to LST of any "short-swing" profits from his
or her transactions in Common Stock of LST, which court decisions have ruled is
the difference between the purchase price and a higher sale price of the same
class of stock bought and sold within a six-month period, with the grant of an
Option by regulation treated for this purpose as a purchase of the stock
underlying the Option.  With the change executive officers and directors are
protected from such forfeiture.

     The amendments summarized above also limit the number of shares that may be
issued under Options to non-executive directors to 750,000, and represents an
increase over the previous 200,000 share limit authorized.  It should be noted
that shares issued under an Option awarded to someone when an employee, even if
later,  when the Option is exercised, that person is a non-executive director,
under the amendments, would not count against the limit of 750,000.

     Further, the Plan also was amended (a) so that an employee could become or
continue as a director of LST upon leaving the employ of LST or a subsidiary, or
vice versa, as long as it occurs without an interruption of service, without
- ---- -----                                                                  
having such employee's employment or such director's service considered
terminated for purposes of the Plan provisions governing when Options held by
employee or director must be exercised in the event of termination and (b) to
provide generally for the right to immediately exercise Options, notwithstanding
limits in effect on exercise, in the event of an accumulation of a substantial
amount of LST stock (i.e. 50% or more of the total voting power for the election
of directors, which currently is vested only in the outstanding Common Stock) or
the acquisition of substantially all of the assets of LST, by some party or
group that could result in a change of control of LST, so that the optionee will
not be put in jeopardy of forfeiting the Option by loss of his position as an
employee or director if LST does change control before the Option becomes fully
exercisable.

     These amendments further limit the ability of the Board to change the Plan
by providing that neither the Committee of directors that is to administer the
Plan or the entire Board of Directors may (a) impair any awards already made or
(b) without the approval of stockholders of LST, except in case of limited
capital restructurings, (i) increase the number of shares of Common Stock which
may be issued under the Plan, (ii) materially modify the requirements as to
eligibility for participation in the Plan, (iii) materially increase the
benefits accruing to participants or non-executive directors under the Plan or
(iv) have the effect of providing for the grant of Options to purchase Common
Stock at less than the fair market value per share thereof on the applicable
date of grant of the Options. The provisions of the Plan applicable

                                       3
to non-executive directors which govern (a) the number of shares of Common Stock
covered by each Option award to a non-executive director of LST, (b) the
exercise price per share of Common Stock under each Option, (c) when and under
what circumstances each Option will be granted, and (d) the period within which
each Option may be exercised, shall not be amended, except in case of limited
capital restructurings, more than once every six months, other than to comport
with changes in the Internal Revenue Code or the rules promulgated thereunder,
and the Employee Retirement Income Security Act of 1974, as amended, or the
rules promulgated thereunder. Without shareholder approval, except where
required, the Plan may be changed if deemed necessary.

                                   Exhibits
                                   --------

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

     4.1  Lone Star Technologies, Inc. 1985 Long Term Incentive Plan, as amended
          through November 30, 1995.

     4.2  Form of Nonqualified Stock Option Agreement for employees as currently
          in use.

     4.3  Form of Nonqualified Stock Option Agreement for non-executive
          directors as currently in use.

     5    Opinion of James T. Dougherty, Esq., Senior Vice President, General
          Counsel and Secretary of Lone Star Technologies, Inc., regarding
          1,200,000 shares of Common Stock.

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

     23.2 Consent of counsel (included in the opinion of James T. Dougherty,
          Esq. filed herewith as Exhibit 5).

     24   Powers of Attorney.

                                 Undertakings
                                 ------------

     The Registrant undertakes:

     1. To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement in order 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.

     2. That, for the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment filed as provided pursuant to
     the foregoing paragraph 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 hereunder which remain unsold at the
     termination of the offering.

                                       4
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 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 provisions of its Certificate of
     Incorporation and By-laws, 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
     of 1933 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
     hereunder, 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 of 1933 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 Dallas, State of Texas on December 4, 1995.

                                                    LONE STAR TECHNOLOGIES, INC.
                                                       By:    /s/ John P. Harbin
                                                        ------------------------
                                                                 John P. Harbin,
                                                            Chairman, President,
                                                     and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. The undersigned persons hereby constitute
and appoint John P. Harbin and James T. Dougherty, or either of them, as our
true and lawful attorneys-in-fact with full power to execute in our names and on
our behalf, in the capacities indicated below, any and all amendments to this
Registration Statement to be filed with the Securities and Exchange Commission
and hereby ratify and confirm all that such attorneys-in-fact shall lawfully do
or cause to be done by virtue hereof.
Signature                   Capacity in Which Signed                     Date
- -------------------------------  ------------------------------------  ------------------------------
/s/ John P. Harbin                   Chairman, President, Chief              December 4, 1995
- -------------------------------     Executive Officer and Director
John P. Harbin                      (Principal Executive Officer) 
                                    
 
/s/ Judith A. Murrell            Vice President - Corporate Relations         December 4, 1995
- -------------------------------             and Treasurer         
Judith A. Murrell                   (Principal Accounting Officer)  
                                    
 
Charles L. Blackburn*                          Director                       December 4, 1995
- -------------------------------
Charles L. Blackburn
 
Dean P. Guerin*                                Director                       December 4, 1995
- -------------------------------
Dean P. Guerin
 
Frederick B. Hegi, Jr.*                        Director                       December 4, 1995
- -------------------------------
Frederick B. Hegi, Jr.
 
William C. McCord*                             Director                       December 4, 1995
- -------------------------------
William C. McCord
 
James E. McCormick*                            Director                       December 4, 1995
- -------------------------------
James E. McCormick
 
Thomas M. Mercer, Jr.*                         Director                       December 4, 1995
- -------------------------------
Thomas M. Mercer, Jr.
 
*By:   /s/ James T. Dougherty
    ---------------------------
       James T. Dougherty
       Attorney-in-fact
6
INDEX TO EXHIBITS
Sequentially
                                                                                    Numbered
Exhibit Number                                 Exhibit                                Page
- --------------                                 -------                                ----
4.1         Lone Star Technologies, Inc. 1985 Long Term Incentive Plan as        8-14
                  amended through November 30, 1995.
 
      4.2         Form of Nonqualified Stock Option Agreement for employees           15-17
                  as currently in use.
 
      4.3         Form of Nonqualified Stock Option Agreement for non-executive       18-20
                  directors as currently in use.
 
      5           Opinion of James T. Dougherty, Esq., Senior Vice President,            21
                  General Counsel and Secretary of Lone Star Technologies, Inc.,
                  regarding 1,200,000 shares of Common Stock.
 
     23.1         Consent of independent public accountants to incorporation of          22
                  reports by reference.
 
     23.2         Consent of counsel (included in the opinion of James T. Dougherty,      -
                  Esq. filed herewith as Exhibit 5).
 
     24           Powers of Attorney.                                                 23-28
7