<PAGE>
 
      As filed with the Securities and Exchange Commission on May 8, 1996

                                                     Registration No. 33-_______



                       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.)

3131 Turtle Creek Blvd., Suite 1301
         Dallas, Texas                                         75219
(Address of principal executive offices)                     (Zip Code)


                           1) Directors Stock Options
         2) Consulting Agreement between registrant and Lybster Limited
                  3) 1993 Employee Incentive Stock Option Plan
                       4) Employee Stock Option Agreement
                        5) Stock Options to Consultants

                           (Full title of the plans)
                       ----------------------------------

           Steven B. Solomon                        Copy to:
         Chief Operating Officer               Paul W. Talbot, Esq.
Citadel Computer Systems Incorporated   Citadel Computer Systems Incorporated
      3131 Turtle Creek Blvd, Ste. 1301     3131 Turtle Creek Blvd., Suite 1301
         Dallas, Texas   75219                   Dallas, Texas 75219   
           (214) 520-9292                          (214) 520-9292
  (Name, address and telephone number
including area code of agent for service)

                       ----------------------------------
<TABLE> 
<CAPTION> 
                                          CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                                Proposed             Proposed
                                               Amount           Maximum              Maximum          Amount of
            Title of Class of                  to be         Offering Price         Aggregate        Registration
       Securities to be Registered           Registered      per Share(1)(2)    Offering Price(1)(2)    Fee(2)
- -----------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>                <C>                   <C> 
 Common Stock, $0.01 par value per share   640,288 Shares        $11.88           $7,606,621.44        $2,622.97    
==================================================================================================================
</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, at a price per share of $11.88, which was the average closing
bid and asking price per share of common stock on the OTC Bulletin Board on 
May 6, 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 and the Plan 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 and the amendment to
              such Report on Form 10-KSB/A, both filed with the Commission for
              the fiscal year ended March 31, 1995;

         (2)  the registrant's Quarterly Reports on Form 10-QSB for the quarters
              ended June 30, September 30 and December 31, 1995, filed with the
              Commission;

         (3)  the registrant's definitive Information Statements dated November
              1, 1995 and April 11, 1996, each filed with the Commission;

         (4)  the registrant's Current Reports on Form 8-K dated December 4,
              1995 and February 29, 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.

         (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

         Paul W. Talbot, counsel to the registrant, holds options to acquire
5,000 shares of the Common Stock of the registrant.  Such shares are included
among the shares being registered pursuant to this registration statement.

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, suite or proceeding.  The power to
indemnify applies only

                                      II-1
<PAGE>
 
if such person acted in good faith and in a manner he or she reasonably believed
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 December 31, 1990).

         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.

         4.8*    Form of Directors' Options

         4.9*    1993 Employee Stock Option Plan.

         4.10*   Consulting Agreement between Lybster Limited and LoneStar
                 Hospitality Corporation/Citadel Computer Systems dated 
                 March 21, 1996.

                                      II-2
<PAGE>
 
         4.11*   Form of Employee Stock Option.

         4.12*   Form of Stock Options granted during 1994 to consultants of
                 registrant's SportsWaves! television program.

         5*      Opinion of Paul W. Talbot, counsel to registrant.

         10*     Form of Directors' Options (included as Exhibit 4.8)

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

         23.2*   Consent of Paul W. Talbot (included as part of Exhibit 5).

         25      Power of Attorney is found on pages II-6 to II-7 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 Houston,State of Texas, on May 7, 1996:

                                           CITADEL COMPUTER SYSTEMS INCORPORATED


                                           By:         George Sharp
                                                    ----------------------------
                                                    George Sharp
                                                    President

                               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>
 Gilbert Gertner             Chairman of the Board of Directors      May 7, 1996
- ------------------------
Gilbert Gertner

  George Sharp               President & Director (Principal         May 7, 1996
- ------------------------     Executive Officer)
George Sharp

  Steven B. Solomon          Chief Operating Officer, Secretary &    May 7, 1996
- ------------------------     Director (Principal Financial Officer)
Steven B. Solomon

  Chris A. Economou          Director                                May 7, 1996
- ------------------------
Chris A. Economou

  Jesse Marion               Director                                May 7, 1996
- ------------------------
Jesse Marion

  Axel Sawallich             Director                                May 7, 1996
- ------------------------
Axel Sawallich

</TABLE>

                                      II-4
<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 December 31, 1990).

         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 December 20, 1995).

         4.7*    Certificate of Amendment to Certificate of Incorporation filed
                 with Delaware Secretary of State on May 1, 1996.

         4.8*    Form of Directors' Option.

         4.9*    1993 Employee Stock Option Plan.

         4.10*   Consulting Agreement between Lybster Limited and LoneStar
                 Hospitality Corporation/Citadel Computer Systems dated March
                 21, 1996.

         4.11*   Form of Employee Stock Option.

         4.12*   Form of Stock Options granted during 1994 to consultants
                 of registrant's SportsWaves! television program.

         5*      Opinion of Paul W. Talbot, counsel to Citadel Computer Systems
                 Incorporated

         10*     Form of Directors' Stock Option (included as Exhibit 4.8).

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

         23.2*   Consent of Paul W. Talbot (included as part of Exhibit 5).

         25      Power of Attorney is found on pages II-6 to II-7 hereof.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20479}]
{"company-data": {"conformed-name": "LONESTAR HOSPITALITY CORP /TX/", "cik": "0000752789", "assigned-sic": "6153", "irs-number": "752242792", "state-of-incorporation": "DE", "fiscal-year-end": "0229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03291", "film-number": "96557755"}, "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": "FIRSTSOUTH COMMERCIAL CORP", "date-changed": "19920703"}, {"former-conformed-name": "APOLLO RESOURCES INC", "date-changed": "19900613"}]}
As filed with the Securities and Exchange Commission on May 8, 1996

                                                     Registration No. 33-_______

                       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.)

3131 Turtle Creek Blvd., Suite 1301
         Dallas, Texas                                         75219
(Address of principal executive offices)                     (Zip Code)

                           1) Directors Stock Options
         2) Consulting Agreement between registrant and Lybster Limited
                  3) 1993 Employee Incentive Stock Option Plan
                       4) Employee Stock Option Agreement
                        5) Stock Options to Consultants

                           (Full title of the plans)
                       ----------------------------------

           Steven B. Solomon                        Copy to:
         Chief Operating Officer               Paul W. Talbot, Esq.
Citadel Computer Systems Incorporated   Citadel Computer Systems Incorporated
      3131 Turtle Creek Blvd, Ste. 1301     3131 Turtle Creek Blvd., Suite 1301
         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        Registration
       Securities to be Registered           Registered      per Share(1)(2)    Offering Price(1)(2)    Fee(2)
- -----------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per share   640,288 Shares        $11.88           $7,606,621.44        $2,622.97    
==================================================================================================================
(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, at a price per share of $11.88, which was the average closing
bid and asking price per share of common stock on the OTC Bulletin Board on 
May 6, 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 and the Plan 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 and the amendment to
              such Report on Form 10-KSB/A, both filed with the Commission for
              the fiscal year ended March 31, 1995;

         (2)  the registrant's Quarterly Reports on Form 10-QSB for the quarters
              ended June 30, September 30 and December 31, 1995, filed with the
              Commission;

         (3)  the registrant's definitive Information Statements dated November
              1, 1995 and April 11, 1996, each filed with the Commission;

         (4)  the registrant's Current Reports on Form 8-K dated December 4,
              1995 and February 29, 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.

         (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

         Paul W. Talbot, counsel to the registrant, holds options to acquire
5,000 shares of the Common Stock of the registrant.  Such shares are included
among the shares being registered pursuant to this registration statement.

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, suite or proceeding.  The power to
indemnify applies only

                                      II-1
if such person acted in good faith and in a manner he or she reasonably believed
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 December 31, 1990).

         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.

         4.8*    Form of Directors' Options

         4.9*    1993 Employee Stock Option Plan.

         4.10*   Consulting Agreement between Lybster Limited and LoneStar
                 Hospitality Corporation/Citadel Computer Systems dated 
                 March 21, 1996.

                                      II-2
4.11*   Form of Employee Stock Option.

         4.12*   Form of Stock Options granted during 1994 to consultants of
                 registrant's SportsWaves! television program.

         5*      Opinion of Paul W. Talbot, counsel to registrant.

         10*     Form of Directors' Options (included as Exhibit 4.8)

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

         23.2*   Consent of Paul W. Talbot (included as part of Exhibit 5).

         25      Power of Attorney is found on pages II-6 to II-7 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 Houston,State of Texas, on May 7, 1996:

                                           CITADEL COMPUTER SYSTEMS INCORPORATED

                                           By:         George Sharp
                                                    ----------------------------
                                                    George Sharp
                                                    President

                               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
      ---------                          --------                      ----
Gilbert Gertner             Chairman of the Board of Directors      May 7, 1996
- ------------------------
Gilbert Gertner

  George Sharp               President & Director (Principal         May 7, 1996
- ------------------------     Executive Officer)
George Sharp

  Steven B. Solomon          Chief Operating Officer, Secretary &    May 7, 1996
- ------------------------     Director (Principal Financial Officer)
Steven B. Solomon

  Chris A. Economou          Director                                May 7, 1996
- ------------------------
Chris A. Economou

  Jesse Marion               Director                                May 7, 1996
- ------------------------
Jesse Marion

  Axel Sawallich             Director                                May 7, 1996
- ------------------------
Axel Sawallich
II-4
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 December 31, 1990).

         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 December 20, 1995).

         4.7*    Certificate of Amendment to Certificate of Incorporation filed
                 with Delaware Secretary of State on May 1, 1996.

         4.8*    Form of Directors' Option.

         4.9*    1993 Employee Stock Option Plan.

         4.10*   Consulting Agreement between Lybster Limited and LoneStar
                 Hospitality Corporation/Citadel Computer Systems dated March
                 21, 1996.

         4.11*   Form of Employee Stock Option.

         4.12*   Form of Stock Options granted during 1994 to consultants
                 of registrant's SportsWaves! television program.

         5*      Opinion of Paul W. Talbot, counsel to Citadel Computer Systems
                 Incorporated

         10*     Form of Directors' Stock Option (included as Exhibit 4.8).

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

         23.2*   Consent of Paul W. Talbot (included as part of Exhibit 5).

         25      Power of Attorney is found on pages II-6 to II-7 hereof.