<PAGE>
 
   As filed with the Securities and Exchange Commission on November 6, 1996

                                                   Registration No. 333-________

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

                     CITADEL COMPUTER SYSTEMS INCORPORATED
            (Exact name of registrant as specified in its charter)

           DELAWARE                                        75-2432011
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

   3811 TURTLE CREEK BLVD., SUITE 330
            DALLAS, TEXAS                                     75219
(Address of principal executive offices)                   (Zip Code)


                            DIRECTORS STOCK OPTIONS


                           (Full title of the plans)
            -------------------------------------------------------
 
        STEVEN B. SOLOMON                              COPY  TO:
      CHIEF OPERATING OFFICER                      DAVID A. WOOD, ESQ.
CITADEL COMPUTER SYSTEMS INCORPORATED      CITADEL COMPUTER SYSTEMS INCORPORATED
  3811 TURTLE CREEK BLVD, SUITE 330          3811 TURTLE CREEK BLVD., SUITE 330
       DALLAS, TEXAS  75219                       DALLAS, TEXAS 75219
          (214) 520-9292                             (214) 520-9292
(Name, address and telephone number
including area code of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
                                                       PROPOSED           PROPOSED       
                                      AMOUNT           MAXIMUM            MAXIMUM         AMOUNT OF
     TITLE OF CLASS OF                TO BE         OFFERING PRICE  AGGREGATE OFFERING   REGISTRATION 
SECURITIES TO BE REGISTERED         REGISTERED     PER SHARE(1)(2)       PRICE(1)(2)        FEE(2)
-----------------------------------------------------------------------------------------------------
<S>                             <C>                <C>              <C>                  <C>
Common Stock, $0.01 par value                                                           
  per share                     5,334,461 Shares       $2.00          $10,668,922         $3,678.94
======================================================================================================
</TABLE>
     (1)  Estimated solely for the purpose of calculating the registration fee.
     (2)  Calculated pursuant to Rule 457(c) and (h) under the Securities Act of
1933, as amended. Accordingly, the price per share of the common stock offered
hereunder is calculated at a price per share of $2.00 which was the average
closing bid and ask price per share of common stock on the OTC Bulletin Board on
November 5, 1996. The share amounts and prices per share reflect a one-for two
reverse stock split effective May 1, 1996.
================================================================================
<PAGE>
 
                                    PART II
 
                INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

     (1)  the registrant's Annual Report on Form 10-KSB filed with the
          Commission for the fiscal year ended February 29, 1996;

     (2)  the registrant's Quarterly Reports on Form 10-QSB for the quarters
          ended May 31, 1996 and August 31, 1996, filed with the Commission;

     (3)  the registrant's definitive Information Statement dated April 11,
          1996, filed with the Commission;

     (4)  the registrant's Current Reports on Form 8-K dated March 13, 1996,
          June 11, 1996, September 3, 1996 and November 5, 1996, each filed with
          the Commission;

     (5)  the registrant's four reports on Form 10-C filed with the Commission
          on March 25, 1996, March  25, 1996, April 22, 1996 and May 8, 1996,
          respectively; and

     (6)  the description of the common stock, par value $0.01 per share, of the
          registrant (the "Common Stock") set forth in the Registration
          Statement on Form S-1 for Apollo Resources, Inc., filed with the
          Commission on November 1, 1988, and declared effective January 4,
          1989, including any amendment or report filed for the purpose of
          updating such description.

     All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     David A. Wood, counsel to the registrant, is an employee of the registrant
and holds options to acquire 150,000 shares of the Common Stock of the
registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Registrant's Certificate of Incorporation provides 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, with certain limited exceptions.

     Pursuant to the provisions of Section 145 of the Delaware General
Corporation Law, every Delaware 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 he or
she is or was a director, officer, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, against any and all
expenses, 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 such person acted in good faith and in a manner he or
she reasonably believed 

                                     II-1
<PAGE>
 
to be in the best interest, or not opposed to the best
interest, of the corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     The power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication unless the court, in its discretion,
believes that in the light of all the circumstances indemnification should
apply.

     To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.

     In addition, the Registrant's Certificate of Incorporation and Bylaws
provide for indemnification of officers and directors to the fullest extent
permitted by the Delaware General Corporation Law.

ITEM 8.  EXHIBITS.

         (a)  Exhibits.

              The following documents are filed as a part of this registration
          statement.

         Exhibit   Description of Exhibit
         -------   ----------------------

         4.1       Certificate of Incorporation (incorporated by reference to
                   Registration Statement on Form S-1, File No. 33-25462, for
                   Apollo Resources, Inc., on November 10, 1988 and declared
                   effective January 4, 1989).

         4.2       Certificate of Amendment to Certificate of Incorporation
                   filed with Delaware Secretary of State on June 4, 1990
                   (incorporated by reference to Form 10-K for year ended
                   February 29, 1996).

         4.3       Bylaws (incorporated by reference to Registration Statement
                   on Form S-1, File No. 33-25462, filed with the Commission on
                   November 10, 1988).

         4.4       Certificate of Amendment to Certificate of Incorporation
                   filed with Delaware Secretary of State on October 15, 1991
                   (incorporated by reference to Form 10-K for year ended
                   December 31, 1991).

         4.5       Certificate of Amendment to Certificate of Incorporation
                   filed with Delaware Secretary of State on July 20, 1994
                   (incorporated by reference to Form 10-QSB for quarter ended
                   June 30, 1994).

         4.6       Certificate of Amendment to Certificate of Incorporation
                   filed with Delaware Secretary of State on December 11, 1995
                   (incorporated by reference to Form S-8, File No. 33-65189,
                   filed with the Commission on December 20, 1995).

         4.7       Certificate of Amendment to Certificate of Incorporation
                   filed with Delaware Secretary of State on May 1, 1996
                   (incorporated by reference to Form S-8, File No. 333-03291,
                   filed with the Commission on May 8, 1996).

         4.8       Certificate of Designations of Series A Convertible Preferred
                   Stock filed with Delaware Secretary of State on July 16, 1996
                   (incorporated by reference to Form 10-Q for the quarter ended
                   May 31, 1996).

         4.9*      Certificate of Designations of Series B Convertible Preferred
                   Stock filed with Delaware Secretary of State on September 27,
                   1996.

                                     II-2
<PAGE>
 
         4.10*     Form of Directors' Option Agreement

         5*        Opinion of David A. Wood, counsel to registrant.

         23.1*     Consent of Grant Thornton LLP, independent certified public
                   accountants.

         23.2*     Consent of David A. Wood (included as part of Exhibit 5).

         24*       Power of Attorney is found on page II-5 hereof.
____________________
*    Filed herewith.

ITEM 9.  UNDERTAKINGS.

     A.  The undersigned registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the registration statement or any material change
     to such information in the registration statement;

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

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

     B.  The undersigned registrant hereby 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 the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                     II-3
<PAGE>
 
                                  SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
     --------------                                                        
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all 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 November 6, 1996:

                              CITADEL COMPUTER SYSTEMS INCORPORATED


                              By:    /s/ George Sharp
                                   ------------------------------------------
                                    George Sharp
                                    Chief Executive Officer and President
                                    (Principal Executive Officer)


                              By:   /s/ Steven Solomon
                                    ------------------------------------------
                                    Steven Solomon
                                    Chief Operating Officer (Principal Financial
                                    and Accounting Officer)


                                     II-4
<PAGE>
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George Sharp and Steven B. Solomon, or either of
them,  his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same with all
exhibits, thereto, and all 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
 
 
         SIGNATURE                       CAPACITY                     DATE
---------------------------  ---------------------------------  ----------------
<S>                          <C>                                <C>
 
  /s/ GILBERT GERTNER        Chairman of the Board of           October 15, 1996
---------------------------  Directors
Gilbert Gertner    
 
  /s/ GEORGE SHARP           Chief Executive Officer,           October 22, 1996
---------------------------  President & Director (Principal
George Sharp                 Executive Officer)
 
 
  /s/ STEVEN SOLOMON         Chief Operating Officer,           October 22, 1996
---------------------------  Secretary & Director (Principal
Steven Solomon               Financial and Accounting Officer)
 
  /s/ CHRIS ECONOMOU
---------------------------  Director                           October 22, 1996
Chris Economou

 
---------------------------  Director                           October __, 1996
Victor K. Kiam II

  /s/ JESSE MARION
---------------------------  Director                           October 15, 1996
Jesse Marion

 
---------------------------  Director                           October __, 1996
Mark Rogers

 
---------------------------  Director                           October __, 1996
Axel Sawallich

</TABLE>


                                     II-5
<PAGE>
 
                                 EXHIBIT INDEX

 
                                                                      Sequential
Exhibit                                                                  Page
Number   Document Description                                           Number
-------  --------------------                                         ----------

  4.1    Certificate of Incorporation (incorporated by reference to
         Registration Statement on Form S-1, File No. 33-25462, for 
         Apollo Resources, Inc., on November 10, 1988 and declared 
         effective January 4, 1989).
        
  4.2    Certificate of Amendment to Certificate of Incorporation 
         filed with Delaware Secretary of State on June 4, 1990 
         (incorporated by reference to Form 10-K for year ended 
         February 29, 1996).
        
  4.3    Bylaws (incorporated by reference to Registration Statement on 
         Form S-1, File No.  33-25462, filed with the Commission on 
         November 10, 1988).
        
  4.4    Certificate of Amendment to Certificate of Incorporation filed 
         with Delaware Secretary of State on October 15, 1991 
         (incorporated by reference to Form 10-K for year ended 
         December 31, 1991).
        
  4.5    Certificate of Amendment to Certificate of Incorporation filed 
         with Delaware Secretary of State on July 20, 1994 (incorporated 
         by reference to Form 10-QSB for quarter ended June 30, 1994).
        
  4.6    Certificate of Amendment to Certificate of Incorporation filed 
         with Delaware Secretary of State on December 11, 1995 
         (incorporated by reference to Form S-8, File No. 33-65189, 
         filed with the Commission on December 20, 1995).
        
  4.7    Certificate of Amendment to Certificate of Incorporation filed 
         with Delaware Secretary of State on May 1, 1996 (incorporated 
         by reference to Form S-8, File No. 333-03291, filed with the 
         Commission on May 8, 1996).
        
  4.8    Certificate of Designations of Series A Convertible Preferred 
         Stock filed with Delaware Secretary of State on July 16, 1996 
         (incorporated by reference to Form 10-Q for the quarter ended 
         May 31, 1996).
        
  4.9*   Certificate of Designations of Series B Convertible Preferred 
         Stock filed with Delaware Secretary of State on 
         September 27, 1996.                                                  8
        
  4.10*  Form of Directors' Option Agreements                                 14
        
  5*     Opinion of David A. Wood, counsel to registrant.                     17
        
  23.1*  Consent of Grant Thornton LLP, independent certified public 
         accountants.                                                         19
        
  23.2*  Consent of David A. Wood (included as part of Exhibit 5).
        
  24*    Power of Attorney is found on page II-5 hereof.
____________________
*   Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21012}]
{"company-data": {"conformed-name": "CITADEL COMPUTER SYSTEMS INC", "cik": "0000752789", "assigned-sic": "5812", "irs-number": "752242792", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15665", "film-number": "96655529"}, "business-address": {"street1": "3131 TURTLE CREEK BLVD STE 1301", "city": "DALLAS", "state": "TX", "zip": "75219", "phone": "2145209292"}, "mail-address": {"street1": "3131 TURTLE CREEK BLVD SUITE 1301", "city": "DALLAS", "state": "TX", "zip": "75219"}, "former-company": [{"former-conformed-name": "LONESTAR HOSPITALITY CORP /TX/", "date-changed": "19940816"}, {"former-conformed-name": "FIRSTSOUTH COMMERCIAL CORP", "date-changed": "19920703"}, {"former-conformed-name": "APOLLO RESOURCES INC", "date-changed": "19900613"}]}
As filed with the Securities and Exchange Commission on November 6, 1996

                                                   Registration No. 333-________

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

                     CITADEL COMPUTER SYSTEMS INCORPORATED
            (Exact name of registrant as specified in its charter)

           DELAWARE                                        75-2432011
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

   3811 TURTLE CREEK BLVD., SUITE 330
            DALLAS, TEXAS                                     75219
(Address of principal executive offices)                   (Zip Code)

                            DIRECTORS STOCK OPTIONS

                           (Full title of the plans)
            -------------------------------------------------------
 
        STEVEN B. SOLOMON                              COPY  TO:
      CHIEF OPERATING OFFICER                      DAVID A. WOOD, ESQ.
CITADEL COMPUTER SYSTEMS INCORPORATED      CITADEL COMPUTER SYSTEMS INCORPORATED
  3811 TURTLE CREEK BLVD, SUITE 330          3811 TURTLE CREEK BLVD., SUITE 330
       DALLAS, TEXAS  75219                       DALLAS, TEXAS 75219
          (214) 520-9292                             (214) 520-9292
(Name, address and telephone number
including area code of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                                       PROPOSED           PROPOSED       
                                      AMOUNT           MAXIMUM            MAXIMUM         AMOUNT OF
     TITLE OF CLASS OF                TO BE         OFFERING PRICE  AGGREGATE OFFERING   REGISTRATION 
SECURITIES TO BE REGISTERED         REGISTERED     PER SHARE(1)(2)       PRICE(1)(2)        FEE(2)
-----------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value                                                           
  per share                     5,334,461 Shares       $2.00          $10,668,922         $3,678.94
======================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee.
     (2)  Calculated pursuant to Rule 457(c) and (h) under the Securities Act of
1933, as amended. Accordingly, the price per share of the common stock offered
hereunder is calculated at a price per share of $2.00 which was the average
closing bid and ask price per share of common stock on the OTC Bulletin Board on
November 5, 1996. The share amounts and prices per share reflect a one-for two
reverse stock split effective May 1, 1996.
================================================================================
PART II
 
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

     (1)  the registrant's Annual Report on Form 10-KSB filed with the
          Commission for the fiscal year ended February 29, 1996;

     (2)  the registrant's Quarterly Reports on Form 10-QSB for the quarters
          ended May 31, 1996 and August 31, 1996, filed with the Commission;

     (3)  the registrant's definitive Information Statement dated April 11,
          1996, filed with the Commission;

     (4)  the registrant's Current Reports on Form 8-K dated March 13, 1996,
          June 11, 1996, September 3, 1996 and November 5, 1996, each filed with
          the Commission;

     (5)  the registrant's four reports on Form 10-C filed with the Commission
          on March 25, 1996, March  25, 1996, April 22, 1996 and May 8, 1996,
          respectively; and

     (6)  the description of the common stock, par value $0.01 per share, of the
          registrant (the "Common Stock") set forth in the Registration
          Statement on Form S-1 for Apollo Resources, Inc., filed with the
          Commission on November 1, 1988, and declared effective January 4,
          1989, including any amendment or report filed for the purpose of
          updating such description.

     All documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     David A. Wood, counsel to the registrant, is an employee of the registrant
and holds options to acquire 150,000 shares of the Common Stock of the
registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Registrant's Certificate of Incorporation provides 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, with certain limited exceptions.

     Pursuant to the provisions of Section 145 of the Delaware General
Corporation Law, every Delaware 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 he or
she is or was a director, officer, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, against any and all
expenses, 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 such person acted in good faith and in a manner he or
she reasonably believed 

                                     II-1
to be in the best interest, or not opposed to the best
interest, of the corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     The power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication unless the court, in its discretion,
believes that in the light of all the circumstances indemnification should
apply.

     To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.

     In addition, the Registrant's Certificate of Incorporation and Bylaws
provide for indemnification of officers and directors to the fullest extent
permitted by the Delaware General Corporation Law.

ITEM 8.  EXHIBITS.

         (a)  Exhibits.

              The following documents are filed as a part of this registration
          statement.

         Exhibit   Description of Exhibit
         -------   ----------------------

         4.1       Certificate of Incorporation (incorporated by reference to
                   Registration Statement on Form S-1, File No. 33-25462, for
                   Apollo Resources, Inc., on November 10, 1988 and declared
                   effective January 4, 1989).

         4.2       Certificate of Amendment to Certificate of Incorporation
                   filed with Delaware Secretary of State on June 4, 1990
                   (incorporated by reference to Form 10-K for year ended
                   February 29, 1996).

         4.3       Bylaws (incorporated by reference to Registration Statement
                   on Form S-1, File No. 33-25462, filed with the Commission on
                   November 10, 1988).

         4.4       Certificate of Amendment to Certificate of Incorporation
                   filed with Delaware Secretary of State on October 15, 1991
                   (incorporated by reference to Form 10-K for year ended
                   December 31, 1991).

         4.5       Certificate of Amendment to Certificate of Incorporation
                   filed with Delaware Secretary of State on July 20, 1994
                   (incorporated by reference to Form 10-QSB for quarter ended
                   June 30, 1994).

         4.6       Certificate of Amendment to Certificate of Incorporation
                   filed with Delaware Secretary of State on December 11, 1995
                   (incorporated by reference to Form S-8, File No. 33-65189,
                   filed with the Commission on December 20, 1995).

         4.7       Certificate of Amendment to Certificate of Incorporation
                   filed with Delaware Secretary of State on May 1, 1996
                   (incorporated by reference to Form S-8, File No. 333-03291,
                   filed with the Commission on May 8, 1996).

         4.8       Certificate of Designations of Series A Convertible Preferred
                   Stock filed with Delaware Secretary of State on July 16, 1996
                   (incorporated by reference to Form 10-Q for the quarter ended
                   May 31, 1996).

         4.9*      Certificate of Designations of Series B Convertible Preferred
                   Stock filed with Delaware Secretary of State on September 27,
                   1996.

                                     II-2
4.10*     Form of Directors' Option Agreement

         5*        Opinion of David A. Wood, counsel to registrant.

         23.1*     Consent of Grant Thornton LLP, independent certified public
                   accountants.

         23.2*     Consent of David A. Wood (included as part of Exhibit 5).

         24*       Power of Attorney is found on page II-5 hereof.
____________________
*    Filed herewith.

ITEM 9.  UNDERTAKINGS.

     A.  The undersigned registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in the registration statement or any material change
     to such information in the registration statement;

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

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

     B.  The undersigned registrant hereby 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 the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                     II-3
SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
     --------------                                                        
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all 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 November 6, 1996:

                              CITADEL COMPUTER SYSTEMS INCORPORATED

                              By:    /s/ George Sharp
                                   ------------------------------------------
                                    George Sharp
                                    Chief Executive Officer and President
                                    (Principal Executive Officer)

                              By:   /s/ Steven Solomon
                                    ------------------------------------------
                                    Steven Solomon
                                    Chief Operating Officer (Principal Financial
                                    and Accounting Officer)

                                     II-4
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George Sharp and Steven B. Solomon, or either of
them,  his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same with all
exhibits, thereto, and all 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                       CAPACITY                     DATE
---------------------------  ---------------------------------  ----------------
/s/ GILBERT GERTNER        Chairman of the Board of           October 15, 1996
---------------------------  Directors
Gilbert Gertner    
 
  /s/ GEORGE SHARP           Chief Executive Officer,           October 22, 1996
---------------------------  President & Director (Principal
George Sharp                 Executive Officer)
 
 
  /s/ STEVEN SOLOMON         Chief Operating Officer,           October 22, 1996
---------------------------  Secretary & Director (Principal
Steven Solomon               Financial and Accounting Officer)
 
  /s/ CHRIS ECONOMOU
---------------------------  Director                           October 22, 1996
Chris Economou

 
---------------------------  Director                           October __, 1996
Victor K. Kiam II

  /s/ JESSE MARION
---------------------------  Director                           October 15, 1996
Jesse Marion

 
---------------------------  Director                           October __, 1996
Mark Rogers

 
---------------------------  Director                           October __, 1996
Axel Sawallich
II-5
EXHIBIT INDEX

 
                                                                      Sequential
Exhibit                                                                  Page
Number   Document Description                                           Number
-------  --------------------                                         ----------

  4.1    Certificate of Incorporation (incorporated by reference to
         Registration Statement on Form S-1, File No. 33-25462, for 
         Apollo Resources, Inc., on November 10, 1988 and declared 
         effective January 4, 1989).
        
  4.2    Certificate of Amendment to Certificate of Incorporation 
         filed with Delaware Secretary of State on June 4, 1990 
         (incorporated by reference to Form 10-K for year ended 
         February 29, 1996).
        
  4.3    Bylaws (incorporated by reference to Registration Statement on 
         Form S-1, File No.  33-25462, filed with the Commission on 
         November 10, 1988).
        
  4.4    Certificate of Amendment to Certificate of Incorporation filed 
         with Delaware Secretary of State on October 15, 1991 
         (incorporated by reference to Form 10-K for year ended 
         December 31, 1991).
        
  4.5    Certificate of Amendment to Certificate of Incorporation filed 
         with Delaware Secretary of State on July 20, 1994 (incorporated 
         by reference to Form 10-QSB for quarter ended June 30, 1994).
        
  4.6    Certificate of Amendment to Certificate of Incorporation filed 
         with Delaware Secretary of State on December 11, 1995 
         (incorporated by reference to Form S-8, File No. 33-65189, 
         filed with the Commission on December 20, 1995).
        
  4.7    Certificate of Amendment to Certificate of Incorporation filed 
         with Delaware Secretary of State on May 1, 1996 (incorporated 
         by reference to Form S-8, File No. 333-03291, filed with the 
         Commission on May 8, 1996).
        
  4.8    Certificate of Designations of Series A Convertible Preferred 
         Stock filed with Delaware Secretary of State on July 16, 1996 
         (incorporated by reference to Form 10-Q for the quarter ended 
         May 31, 1996).
        
  4.9*   Certificate of Designations of Series B Convertible Preferred 
         Stock filed with Delaware Secretary of State on 
         September 27, 1996.                                                  8
        
  4.10*  Form of Directors' Option Agreements                                 14
        
  5*     Opinion of David A. Wood, counsel to registrant.                     17
        
  23.1*  Consent of Grant Thornton LLP, independent certified public 
         accountants.                                                         19
        
  23.2*  Consent of David A. Wood (included as part of Exhibit 5).
        
  24*    Power of Attorney is found on page II-5 hereof.
____________________
*   Filed herewith.