As filed with the Securities and Exchange Commission on June 27, 1997
                                                         Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                              3DX TECHNOLOGIES INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                 73-0386601
(State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
Incorporation or Organization)

                          12012 Wickchester, Suite 250
                              Houston, Texas 77079

          (Address of Principal Executive Offices, Including Zip Code)

                             1994 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 Randall D. Keys
              Vice President of Finance and Chief Financial Officer
                          12012 Wickchester, Suite 250
                              Houston, Texas 77079
                                 (281) 579-3390


(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

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

                                    COPY TO:

                             JAY R. SCHIFFERLI, ESQ.
                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                               Stamford, CT 06901

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
Title of                       Proposed          Proposed            
Securities       Amount        Maximum           Maximum            Amount of
to be            to be         Offering Price    Aggregate          Registration
Registered     Registered      Per Share (1)     Offering Price(1)  Fee
================================================================================

Common
Stock,
par value
$.01 per     2,004,937 shares    $9.25            $18,545,667        $5,619.90
share
================================================================================

(1)   Estimated  solely for the purpose of calculating the  registration  fee in
      accordance  with Rule 457(c) and (h) under the  Securities Act of 1933, as
      amended. The price per share is estimated based on the average of the high
      and low trading  prices for 3DX  Technologies  Inc.'s Common Stock on June
      20, 1997, as reported by the Nasdaq National Market.

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


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents filed with the Securities and Exchange Commission
(the  "Commission")  by 3DX  Technologies  Inc.  (the  "Registrant")  are hereby
incorporated by reference in this Registration Statement:

      (a) The  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1996 as filed with the Commission on March 31, 1997, and as amended
by Form 10-K/A-1 filed with the Commission on April 30, 1997.

      (b) The  Registrant's  Form 10-Q for the quarter  ended March 31, 1996, as
filed with the Commission on May 15, 1997;

      (c) The description of the Registrant's  common stock, par value $0.01 per
share (the "Common Stock"),  contained in the Registration Statement on Form 8-A
(Registration No. 000-21841) filed with the Commission on December 9, 1996 under
Section 12 of the Exchange Act.

      All  documents and reports  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective  amendment to the Registration Statement which
indicates  that  the  securities   offered  hereby  have  been  sold,  or  which
deregisters all such  securities  remaining  unsold,  shall also be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof commencing on the respective dates on which such documents are filed.

ITEM 4.   DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General  Corporation Law (the "DGCL") provides
that a Delaware corporation may 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, whether civil, criminal,  administrative or investigative (a
"proceeding")  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he 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 his conduct was unlawful.  A
Delaware  corporation  may indemnify any person under such Section in connection
with a proceeding by or in the right of the  corporation to procure  judgment in
its favor, as provided in the preceding  sentence,  against expenses  (including
attorneys' fees) actually and reasonably  incurred by him in connection with the
defense or settlement of such action,  except that no  indemnification  shall be
made in respect  thereof  unless,  and then only to the extent  that, a court of
competent  jurisdiction  shall  determine upon  application  that such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper. A Delaware corporation must indemnify any person who was successful
on the merits or otherwise in defense of any action,  suit or  proceeding  or in
defense of any claim,  issue or matter in any proceeding,  by reason of the fact
that he is or was a director,  officer,  employee or agent of the corporation or
is or was serving at the request of the corporation, against expenses (including
attorneys'  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith. A Delaware corporation may pay for the expenses (including attorneys'
fees) incurred by an officer or director in defending a proceeding in advance of
the final  disposition  upon receipt of an  undertaking  by or on behalf of such
officer or director to repay such amount if it shall  ultimately  be  determined
that he is not entitled to be indemnified by the corporation.

                                       -2-

<PAGE>



      Section  102(b)(7) of the DGCL,  permits a  corporation  to provide in its
certificate of incorporation  that a director shall not be personally  liable to
the  corporation  or its  stockholders  for  monetary  damages  for a breach  of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,  (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases,  or (iv) for any transaction from which the
director derived an improper  personal  benefit.  Article IX of the Registrant's
Certificate  of  Incorporation  eliminates  the  liability  of  directors to the
fullest extent permitted by Section  102(b)(7) of the DGCL. The DGCL permits the
purchase of insurance on behalf of directors and officers  against any liability
asserted  against  directors  and  officers and incurred by such persons in such
capacity, or arising out of their status as such, whether or not the corporation
would have the power to indemnify directors and officers against such liability.
The Registrant has obtained  directors' and officers'  liability insurance which
insures  against  liabilities  that directors and officers of the Registrant may
incur in such  capacities.  The risks  covered by such  policies  do not exclude
liabilities  under the Securities  Act. In addition,  the Registrant has entered
into  indemnification  agreements  with its officers and  directors  pursuant to
which it has agreed to indemnify each such officer and director  against any and
all expenses,  losses,  claims,  damages and  liabilities  incurred by each such
officer and director for or as a result of actions taken or not taken while each
such  officer or  director  was acting in his or her  capacity  as a director or
officer of the Registrant.

      At present, there is no pending litigation or other proceeding involving a
director  or  officer of the  Registrant  as to which  indemnification  is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.

      Article Seventh of the Registrant's  Restated Certificate of Incorporation
and Section 5 of Article Fifth the Company's By-laws provide for indemnification
of the  Registrant's  directors and officers to the fullest extent  permitted by
Section 145 of the DGCL.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                          DESCRIPTION
------      --------------------------------------------------------------------

  *4.1      Restated Certificate of Incorporation of the Registrant, as amended.

  *4.2      1994 Stock Option Plan, as amended.

  *5        Opinion of Kelley Drye & Warren LLP  regarding  the  legality of the
            Common Stock being registered.

 *23.1      Consent of Kelley Drye & Warren LLP (included in their opinion filed
            as Exhibit 5).

 *23.2      Consent of Arthur Andersen LLP.

 *23.3      Consent of Ryder Scott Company Petroleum Engineers.

 *24        Powers of Attorney (See Signature Page).
--------------------------
*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;

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

                                       -3-

<PAGE>


            (ii) To reflect in the  prospectus any facts or events arising after
the  effective  date  of  this  Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

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

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

      (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 15(d) of the Exchange
Act that is  incorporated by reference in this  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(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  provisions of Item 6, 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 whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



                                       -4-

<PAGE>




                                    SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Houston, State of Texas, on June 27, 1997.

                              3DX TECHNOLOGIES INC.



                                   By:     /S/ C. EUGENE ENNIS
                                       -----------------------------------------
                                           C. Eugene Ennis
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

      Each person whose individual  signature appears below hereby authorizes C.
Eugene  Ennis  and  Randall  D.  Keys and  each of them as his  true and  lawful
attorneys-in-fact,  with full power of substitution,  to execute in the name and
on behalf of such person, individually and in each capacity stated below, and to
file, any and all amendments to this Registration  Statement,  including any and
all post-effective amendments.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated on June 27, 1997.


SIGNATURE                              TITLE
---------                              -----


   /S/ JON W. BAYLESS
--------------------------------       Chairman of the Board and Director
           Jon W. Bayless


   /S/ C. EUGENE ENNIS
--------------------------------       President and Chief Executive Officer 
           C. Eugene Ennis             and Director 

   /S/ RANDALL D. KEYS
--------------------------------       Chief Financial Officer (Principal 
           Randall D. Keys             Financial and Accounting Officer) 
                                       and Director

   /S/ ROBERT H. CHANEY
--------------------------------       Director
          Robert H. Chaney


   /S/ CHARLES E. EDWARDS
--------------------------------       Director
         Charles E. Edwards


   /S/ DOUGLAS C. WILLIAMSON
--------------------------------       Director
        Douglas C. Williamson





                                       -5-

<PAGE>




                                  EXHIBIT INDEX


EXHIBIT NO.                         DESCRIPTION
-----------                         -----------


  *4.1      Restated Certificate of Incorporation of the Registrant, as amended.

  *4.2      1994 Stock Option Plan, as amended.

  *5        Opinion of Kelley Drye & Warren LLP regarding legality of the Common
            Stock being registered.

 *23.1      Consent of Kelley Drye & Warren LLP (included in their opinion filed
            as Exhibit 5).

 *23.2      Consent of Arthur Andersen LLP.

 *23.3      Consent of Ryder Scott Company Petroleum Engineers.

 *24        Powers of Attorney (See Signature Page).

--------------------------
*Filed herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17710}]
{"company-data": {"conformed-name": "3DX TECHNOLOGIES INC", "cik": "0000915518", "assigned-sic": "1311", "irs-number": "760386601", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30187", "film-number": "97631568"}, "business-address": {"street1": "12012 WICKCHESTER", "street2": "SUITE 250", "city": "HOUSTON", "state": "TX", "zip": "77084", "phone": "7135793398"}, "mail-address": {"street1": "12012 WICKCHESTER", "street2": "SUITE 250", "city": "HOUSTON", "state": "TX", "zip": "77079"}}
As filed with the Securities and Exchange Commission on June 27, 1997
                                                         Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                              3DX TECHNOLOGIES INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                 73-0386601
(State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
Incorporation or Organization)

                          12012 Wickchester, Suite 250
                              Houston, Texas 77079

          (Address of Principal Executive Offices, Including Zip Code)

                             1994 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 Randall D. Keys
              Vice President of Finance and Chief Financial Officer
                          12012 Wickchester, Suite 250
                              Houston, Texas 77079
                                 (281) 579-3390

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

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

                                    COPY TO:

                             JAY R. SCHIFFERLI, ESQ.
                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                               Stamford, CT 06901

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
Title of                       Proposed          Proposed            
Securities       Amount        Maximum           Maximum            Amount of
to be            to be         Offering Price    Aggregate          Registration
Registered     Registered      Per Share (1)     Offering Price(1)  Fee
================================================================================

Common
Stock,
par value
$.01 per     2,004,937 shares    $9.25            $18,545,667        $5,619.90
share
================================================================================

(1)   Estimated  solely for the purpose of calculating the  registration  fee in
      accordance  with Rule 457(c) and (h) under the  Securities Act of 1933, as
      amended. The price per share is estimated based on the average of the high
      and low trading  prices for 3DX  Technologies  Inc.'s Common Stock on June
      20, 1997, as reported by the Nasdaq National Market.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents filed with the Securities and Exchange Commission
(the  "Commission")  by 3DX  Technologies  Inc.  (the  "Registrant")  are hereby
incorporated by reference in this Registration Statement:

      (a) The  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1996 as filed with the Commission on March 31, 1997, and as amended
by Form 10-K/A-1 filed with the Commission on April 30, 1997.

      (b) The  Registrant's  Form 10-Q for the quarter  ended March 31, 1996, as
filed with the Commission on May 15, 1997;

      (c) The description of the Registrant's  common stock, par value $0.01 per
share (the "Common Stock"),  contained in the Registration Statement on Form 8-A
(Registration No. 000-21841) filed with the Commission on December 9, 1996 under
Section 12 of the Exchange Act.

      All  documents and reports  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective  amendment to the Registration Statement which
indicates  that  the  securities   offered  hereby  have  been  sold,  or  which
deregisters all such  securities  remaining  unsold,  shall also be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof commencing on the respective dates on which such documents are filed.

ITEM 4.   DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General  Corporation Law (the "DGCL") provides
that a Delaware corporation may 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, whether civil, criminal,  administrative or investigative (a
"proceeding")  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he 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 his conduct was unlawful.  A
Delaware  corporation  may indemnify any person under such Section in connection
with a proceeding by or in the right of the  corporation to procure  judgment in
its favor, as provided in the preceding  sentence,  against expenses  (including
attorneys' fees) actually and reasonably  incurred by him in connection with the
defense or settlement of such action,  except that no  indemnification  shall be
made in respect  thereof  unless,  and then only to the extent  that, a court of
competent  jurisdiction  shall  determine upon  application  that such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper. A Delaware corporation must indemnify any person who was successful
on the merits or otherwise in defense of any action,  suit or  proceeding  or in
defense of any claim,  issue or matter in any proceeding,  by reason of the fact
that he is or was a director,  officer,  employee or agent of the corporation or
is or was serving at the request of the corporation, against expenses (including
attorneys'  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith. A Delaware corporation may pay for the expenses (including attorneys'
fees) incurred by an officer or director in defending a proceeding in advance of
the final  disposition  upon receipt of an  undertaking  by or on behalf of such
officer or director to repay such amount if it shall  ultimately  be  determined
that he is not entitled to be indemnified by the corporation.

                                       -2-
Section  102(b)(7) of the DGCL,  permits a  corporation  to provide in its
certificate of incorporation  that a director shall not be personally  liable to
the  corporation  or its  stockholders  for  monetary  damages  for a breach  of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,  (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases,  or (iv) for any transaction from which the
director derived an improper  personal  benefit.  Article IX of the Registrant's
Certificate  of  Incorporation  eliminates  the  liability  of  directors to the
fullest extent permitted by Section  102(b)(7) of the DGCL. The DGCL permits the
purchase of insurance on behalf of directors and officers  against any liability
asserted  against  directors  and  officers and incurred by such persons in such
capacity, or arising out of their status as such, whether or not the corporation
would have the power to indemnify directors and officers against such liability.
The Registrant has obtained  directors' and officers'  liability insurance which
insures  against  liabilities  that directors and officers of the Registrant may
incur in such  capacities.  The risks  covered by such  policies  do not exclude
liabilities  under the Securities  Act. In addition,  the Registrant has entered
into  indemnification  agreements  with its officers and  directors  pursuant to
which it has agreed to indemnify each such officer and director  against any and
all expenses,  losses,  claims,  damages and  liabilities  incurred by each such
officer and director for or as a result of actions taken or not taken while each
such  officer or  director  was acting in his or her  capacity  as a director or
officer of the Registrant.

      At present, there is no pending litigation or other proceeding involving a
director  or  officer of the  Registrant  as to which  indemnification  is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.

      Article Seventh of the Registrant's  Restated Certificate of Incorporation
and Section 5 of Article Fifth the Company's By-laws provide for indemnification
of the  Registrant's  directors and officers to the fullest extent  permitted by
Section 145 of the DGCL.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                          DESCRIPTION
------      --------------------------------------------------------------------

  *4.1      Restated Certificate of Incorporation of the Registrant, as amended.

  *4.2      1994 Stock Option Plan, as amended.

  *5        Opinion of Kelley Drye & Warren LLP  regarding  the  legality of the
            Common Stock being registered.

 *23.1      Consent of Kelley Drye & Warren LLP (included in their opinion filed
            as Exhibit 5).

 *23.2      Consent of Arthur Andersen LLP.

 *23.3      Consent of Ryder Scott Company Petroleum Engineers.

 *24        Powers of Attorney (See Signature Page).
--------------------------
*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;

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

                                       -3-
(ii) To reflect in the  prospectus any facts or events arising after
the  effective  date  of  this  Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

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

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

      (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 15(d) of the Exchange
Act that is  incorporated by reference in this  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(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  provisions of Item 6, 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 whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       -4-
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Houston, State of Texas, on June 27, 1997.

                              3DX TECHNOLOGIES INC.

                                   By:     /S/ C. EUGENE ENNIS
                                       -----------------------------------------
                                           C. Eugene Ennis
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

      Each person whose individual  signature appears below hereby authorizes C.
Eugene  Ennis  and  Randall  D.  Keys and  each of them as his  true and  lawful
attorneys-in-fact,  with full power of substitution,  to execute in the name and
on behalf of such person, individually and in each capacity stated below, and to
file, any and all amendments to this Registration  Statement,  including any and
all post-effective amendments.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated on June 27, 1997.

SIGNATURE                              TITLE
---------                              -----

   /S/ JON W. BAYLESS
--------------------------------       Chairman of the Board and Director
           Jon W. Bayless

   /S/ C. EUGENE ENNIS
--------------------------------       President and Chief Executive Officer 
           C. Eugene Ennis             and Director 

   /S/ RANDALL D. KEYS
--------------------------------       Chief Financial Officer (Principal 
           Randall D. Keys             Financial and Accounting Officer) 
                                       and Director

   /S/ ROBERT H. CHANEY
--------------------------------       Director
          Robert H. Chaney

   /S/ CHARLES E. EDWARDS
--------------------------------       Director
         Charles E. Edwards

   /S/ DOUGLAS C. WILLIAMSON
--------------------------------       Director
        Douglas C. Williamson

                                       -5-
EXHIBIT INDEX

EXHIBIT NO.                         DESCRIPTION
-----------                         -----------

  *4.1      Restated Certificate of Incorporation of the Registrant, as amended.

  *4.2      1994 Stock Option Plan, as amended.

  *5        Opinion of Kelley Drye & Warren LLP regarding legality of the Common
            Stock being registered.

 *23.1      Consent of Kelley Drye & Warren LLP (included in their opinion filed
            as Exhibit 5).

 *23.2      Consent of Arthur Andersen LLP.

 *23.3      Consent of Ryder Scott Company Petroleum Engineers.

 *24        Powers of Attorney (See Signature Page).

--------------------------
*Filed herewith