<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1997
                                       REGISTRATION NO.  333-___________________
================================================================================

                     SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON, D.C.  20549

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

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


                              ZYDECO ENERGY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   DELAWARE                                 76-0404904
      (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)


            1710 TWO ALLEN CENTER
              1200 SMITH STREET
                HOUSTON, TEXAS                               77002
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            (ZIP CODE)
 

                              ZYDECO ENERGY, INC.
                          1996 INCENTIVE EQUITY PLAN
                           (FULL TITLE OF THE PLAN)

                               SAM B. MYERS, JR.
                           CHAIRMAN OF THE BOARD AND
                            CHIEF EXECUTIVE OFFICER
                             1710 TWO ALLEN CENTER
                               1200 SMITH STREET
                             HOUSTON, TEXAS  77002
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (713) 659-2222
                    (TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OR AGENT FOR SERVICE)
 

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION> 
=======================================================================================================================
                                                             PROPOSED                                                 
                                                              MAXIMUM        PROPOSED MAXIMUM   
                                          AMOUNT TO BE     OFFERING PRICE   AGGREGATE OFFERING        AMOUNT OF
 TITLE OF SECURITIES TO BE REGISTERED   REGISTERED/(1)/    PER SHARE/(2)/      PRICE/(2)/      REGISTRATION FEE/(2)/
 ----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>               <C>                   <C>             
 Shares of Common Stock,                 
    $0.001 par value per share           950,000 Shares     $5.375              $5,106,250          $1,547.34
=======================================================================================================================
</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.

(2) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h) under the Securities Act, based 
    upon the average of the bid and asked price of the Registrant's Common Stock
    on the NASDAQ Small Cap Issuer Market on May 14, 1997.
<PAGE>
 
                                      PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

               The document(s) containing the information specified in Part I of
     Form S-8 will be sent or given to participating employees as specified by
     Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
     Act"). These documents and the documents incorporated by reference hereto
     pursuant to Item 3 of Part II of this Registration Statement, taken
     together, constitute a prospectus that meets the requirements of Section
     10(a) of the Securities Act.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The Company incorporates herein by reference the following documents, 
     or portions of documents, as of their respective dates as filed with the
     Securities and Exchange Commission (the "Commission") pursuant to the
     Securities Exchange Act of 1934, as amended.

              1.  The Company's Quarterly Report on Form 10-Q for the quarter 
         ended March 31, 1997;

              2.  The Company's Annual Report on Form 10-K for the fiscal year 
         ended December 31, 1996; and

              3.  The description of the Company's common stock, par value $.001
         per share (the "Common Stock"), contained in the registration statement
         on Form 8-A, dated July 13, 1993.

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

     ITEM 4.  DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
     Registration Statement since each class of securities to be offered is
     registered under Section 12 of the Exchange Act.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.
 
     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is governed by Section 145 of the General Corporation Law
     of the State of Delaware (the "DGCL"), which provides that a corporation
     may indemnify directors and officers as well as other employees and
     individuals against expenses (including attorneys' fees), judgments, fines
     and amounts paid in settlement in connection with specified actions, suits
     or proceedings, whether civil, criminal, administrative or investigative
     (other than action by or in the right of the corporation (a "derivative
     action")), if they acted in good faith and in a manner they reasonably
     believed to be in or not opposed to the best interests of the corporation
     and, with respect to any criminal action or proceedings, had no reasonable
     cause to believe their conduct was unlawful.  A similar standard is
     applicable in the case of derivative actions, except that indemnification
     only extends to expenses (including attorneys' fees) actually and
     reasonably incurred in connection with the defense or settlement of such
     action, and the statute requires court approval before there can be any
     indemnification where the person seeking indemnification has been found
     liable to the corporation.  The statute provides that it is not exclusive
     of other indemnification that may be granted by a corporation's charter,
     by-laws, disinterested director vote, stockholder vote, agreement or
     otherwise.

         Article VIII (B) of the Company's Certificate of Incorporation requires
     indemnification of directors and officers to the full extent permitted
     under the DGCL.  Subject to any restrictions imposed by the DGCL, Article
     VIII of the

                                     II-1
<PAGE>
 
     Company's Bylaws provide a right to indemnification for all expense,
     liability and loss (including attorneys' fees) actually and reasonably
     incurred by any person in connection with any actual or threatened
     proceeding by reason of the fact that such person is or was serving as a
     director or officer of the Company or that, being or having been such a
     director or officer of the Company, such person is or was serving at the
     request of the Company as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise, if he
     acted in good faith and in a manner he reasonably believed to be in the
     best interest of the corporation.  The Company's Bylaws also provide that
     the Company may, by action of its Board of Directors, provide
     indemnification to its employees or agents with the same scope and effect
     as the foregoing indemnification of directors and officers.

         Section 102(b)(7) of the DGCL permits a corporation to provide in its
     certificate of incorporation that a director of the corporation shall not
     be personally liable to the corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a director, except for liability
     for (i) any breach of the director's duty of loyalty to the corporation or
     its stockholders, (ii) acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii) payments of
     unlawful dividends or unlawful repurchases or redemptions, or (iv) any
     transaction from which the director derived an improper personal benefit.

         Article VIII (A) of the Company's Certificate of Incorporation, as
     amended, provides that to the full extent that the DGCL permits the
     limitation or elimination of the liability of directors, a director of the
     Company shall not be liable to the Company or its stockholders for monetary
     damages for breach of fiduciary duty as a director.  Any amendment or
     repeal of such Article VIII (A) will not adversely affect any right or
     protection of a director of the Company for or with respect to any acts or
     omissions of such director occurring prior to such amendment or repeal.

         Section 8.6 of the Bylaws permits the Company to purchase insurance
     coverage for officers, directors, employees and agents for liability
     arising out of such status, whether or not the Company would have the power
     to indemnify them.

     ITEM 8.  EXHIBITS.

Exhibit
Number        Description
------        -----------

5.1*         Opinion of Andrews & Kurth L.L.P., as to the legality of the
             securities being registered.

23.1         Consent of Counsel (included in the opinion filed as Exhibit 5.1 to
             this Registration Statement).

23.2*        Consent of Ryder Scott Company Petroleum Engineers.
 
23.3*        Consent of Arthur Andersen LLP.

24.1         Power of Attorney (set forth on the signature page contained in
             Part II of this Registration Statement).

99.1*        Zydeco Energy, Inc. 1996 Incentive Equity Plan.
 
_________________
*   Filed with this Registration Statement.

     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;

                                     II-2
<PAGE>
 
             (ii) To reflect in the prospectus any facts or events arising after
             the effective date of the 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 the registration statement; notwithstanding the
             foregoing, any increase or decrease in volume of securities offered
             (if the total dollar value of securities offered would not exceed
             that which was registered) and any deviation from the low or high
             end of the estimated maximum offering range may be reflected in the
             form of prospectus filed with the Commission pursuant to Rule
             424(b) if, in the aggregate, the changes in volume and price
             represent no more than a 20 percent change in the maximum aggregate
             offering price set forth in the "Calculation of Registration Fee"
             table in the effective registration statement;

             (iii)  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;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and 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 Commission by the registrant pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

         (b) The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of the
     Securities Exchange Act of 1934) 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.

 

                                     II-3
<PAGE>
 
                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, the
     registrant certifies that it has reasonable grounds to believe that it
     meets all of the requirements for filing on Form S-8 and has duly caused
     this registration statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Houston, State of Texas, on this
     19th day of May, 1997.

                                    Zydeco Energy, Inc.


                              By    /s/ Sam B. Myers, Jr.
                                    ---------------------
                                    Sam B. Myers, Jr.
                                    Chairman of the Board and
                                    Chief Executive Officer


          KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
     and directors of Zydeco Energy, Inc. (the "Company") hereby constitutes and
     appoints Sam B. Myers, Jr. and Edward R. Prince, Jr. , or either of them
     (with full power to each of them to act alone), his true and lawful
     attorney-in-fact and agent, with full power of substitution, for him and on
     his behalf and in his name, place and stead, in any and all capacities, to
     sign, execute and file this Registration Statement under the Securities
     Act, as amended, and any or all amendments (including, without limitation,
     post-effective amendments), with all exhibits and any and all documents
     required to be filed with respect thereto, with the Commission or any
     regulatory authority, granting unto such attorneys-in-fact and agents, and
     each of them acting alone, 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 in order to effectuate the same, as fully to all intents and
     purposes as he himself might or could do if personally present, hereby
     ratifying and confirming all that such attorneys-in-fact and agents, or any
     of them, or their substitute or substitutes, may lawfully do or cause to be
     done.

          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                      Title                               Date
---------                      -----                               ----
<S>                            <C>                                 <C>    <C>
 
/s/ Sam B. Myers, Jr.          Chairman of the Board,              May 19, 1997
-----------------------------  Chief Executive Officer
Sam B. Myers, Jr.              (Principal Executive Officer), and
                               Director
 
/s/ Edward R. Prince, Jr.      Vice-Chairman of the Board and      May 19, 1997
-----------------------------  Director
Edward R. Prince, Jr.         
 
/s/ John O. Smith              President, Chief Operating          May 19, 1997
-----------------------------  Officer and Director
John O. Smith                 
 
/s/ W. Kyle Willis             Vice President, Treasurer, and      May 19, 1997
-----------------------------  Chief Financial Officer
W. Kyle Willis                 (Chief Accounting Officer)
 
/s/ Philip A. Tuttle           Director                            May 19, 1997
-----------------------------
Philip A. Tuttle
 
/s/ Harry C. Johnson           Director                            May 19, 1997
-----------------------------
Harry C. Johnson
 
/s/ Charles E. Bradley, Sr.    Director                            May 19, 1997
-----------------------------
Charles E. Bradley, Sr.
</TABLE>

                                     II-4
<PAGE>
 
                                    THE PLAN

               Pursuant to the requirements of the Securities Act of 1933, the
     members of the Compensation Committee, functioning as the Plan
     Administrator of the Zydeco Energy, Inc. 1996 Incentive Equity Plan, have
     duly caused the Registration Statement to be signed on behalf of the
     undersigned, thereunto duly authorized, in the City of Houston, State of
     Texas on May 19, 1997.

 
                                 ZYDECO ENERGY, INC. 1996 INCENTIVE EQUITY PLAN

                                 /S/ PHILIP A. TUTTLE
                                 Philip A. Tuttle

                                 /S/ CHARLES E. BRADLEY, SR.
                                 Charles E. Bradley, Sr.

                                 /S/ HARRY C. JOHNSON
                                 Harry C. Johnson

                                     II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19320}]
{"company-data": {"conformed-name": "ZYDECO ENERGY INC", "cik": "0000908246", "assigned-sic": "1311", "irs-number": "760404904", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27463", "film-number": "97611848"}, "business-address": {"street1": "1710 TWO ALLEN CENTER", "street2": "1200 SMITH STREET", "city": "HOUSTON", "state": "TX", "zip": "77002-4312", "phone": "7136592222"}, "mail-address": {"street1": "1710 TWO ALLEN CENTER", "street2": "1200 SMITH STREET", "city": "HOUSTON", "state": "TX", "zip": "77002-4312"}, "former-company": {"former-conformed-name": "TN ENERGY SERVICES ACQUISITION CORP", "date-changed": "19930701"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1997
                                       REGISTRATION NO.  333-___________________
================================================================================

                     SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON, D.C.  20549

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

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

                              ZYDECO ENERGY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   DELAWARE                                 76-0404904
      (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)

            1710 TWO ALLEN CENTER
              1200 SMITH STREET
                HOUSTON, TEXAS                               77002
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            (ZIP CODE)
 

                              ZYDECO ENERGY, INC.
                          1996 INCENTIVE EQUITY PLAN
                           (FULL TITLE OF THE PLAN)

                               SAM B. MYERS, JR.
                           CHAIRMAN OF THE BOARD AND
                            CHIEF EXECUTIVE OFFICER
                             1710 TWO ALLEN CENTER
                               1200 SMITH STREET
                             HOUSTON, TEXAS  77002
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (713) 659-2222
                    (TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OR AGENT FOR SERVICE)
 

                        CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                             PROPOSED                                                 
                                                              MAXIMUM        PROPOSED MAXIMUM   
                                          AMOUNT TO BE     OFFERING PRICE   AGGREGATE OFFERING        AMOUNT OF
 TITLE OF SECURITIES TO BE REGISTERED   REGISTERED/(1)/    PER SHARE/(2)/      PRICE/(2)/      REGISTRATION FEE/(2)/
 ----------------------------------------------------------------------------------------------------------------------
Shares of Common Stock,                 
    $0.001 par value per share           950,000 Shares     $5.375              $5,106,250          $1,547.34
=======================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.

(2) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h) under the Securities Act, based 
    upon the average of the bid and asked price of the Registrant's Common Stock
    on the NASDAQ Small Cap Issuer Market on May 14, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

               The document(s) containing the information specified in Part I of
     Form S-8 will be sent or given to participating employees as specified by
     Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
     Act"). These documents and the documents incorporated by reference hereto
     pursuant to Item 3 of Part II of this Registration Statement, taken
     together, constitute a prospectus that meets the requirements of Section
     10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The Company incorporates herein by reference the following documents, 
     or portions of documents, as of their respective dates as filed with the
     Securities and Exchange Commission (the "Commission") pursuant to the
     Securities Exchange Act of 1934, as amended.

              1.  The Company's Quarterly Report on Form 10-Q for the quarter 
         ended March 31, 1997;

              2.  The Company's Annual Report on Form 10-K for the fiscal year 
         ended December 31, 1996; and

              3.  The description of the Company's common stock, par value $.001
         per share (the "Common Stock"), contained in the registration statement
         on Form 8-A, dated July 13, 1993.

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

     ITEM 4.  DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
     Registration Statement since each class of securities to be offered is
     registered under Section 12 of the Exchange Act.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.
 
     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is governed by Section 145 of the General Corporation Law
     of the State of Delaware (the "DGCL"), which provides that a corporation
     may indemnify directors and officers as well as other employees and
     individuals against expenses (including attorneys' fees), judgments, fines
     and amounts paid in settlement in connection with specified actions, suits
     or proceedings, whether civil, criminal, administrative or investigative
     (other than action by or in the right of the corporation (a "derivative
     action")), if they acted in good faith and in a manner they reasonably
     believed to be in or not opposed to the best interests of the corporation
     and, with respect to any criminal action or proceedings, had no reasonable
     cause to believe their conduct was unlawful.  A similar standard is
     applicable in the case of derivative actions, except that indemnification
     only extends to expenses (including attorneys' fees) actually and
     reasonably incurred in connection with the defense or settlement of such
     action, and the statute requires court approval before there can be any
     indemnification where the person seeking indemnification has been found
     liable to the corporation.  The statute provides that it is not exclusive
     of other indemnification that may be granted by a corporation's charter,
     by-laws, disinterested director vote, stockholder vote, agreement or
     otherwise.

         Article VIII (B) of the Company's Certificate of Incorporation requires
     indemnification of directors and officers to the full extent permitted
     under the DGCL.  Subject to any restrictions imposed by the DGCL, Article
     VIII of the

                                     II-1
Company's Bylaws provide a right to indemnification for all expense,
     liability and loss (including attorneys' fees) actually and reasonably
     incurred by any person in connection with any actual or threatened
     proceeding by reason of the fact that such person is or was serving as a
     director or officer of the Company or that, being or having been such a
     director or officer of the Company, such person is or was serving at the
     request of the Company as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise, if he
     acted in good faith and in a manner he reasonably believed to be in the
     best interest of the corporation.  The Company's Bylaws also provide that
     the Company may, by action of its Board of Directors, provide
     indemnification to its employees or agents with the same scope and effect
     as the foregoing indemnification of directors and officers.

         Section 102(b)(7) of the DGCL permits a corporation to provide in its
     certificate of incorporation that a director of the corporation shall not
     be personally liable to the corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a director, except for liability
     for (i) any breach of the director's duty of loyalty to the corporation or
     its stockholders, (ii) acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii) payments of
     unlawful dividends or unlawful repurchases or redemptions, or (iv) any
     transaction from which the director derived an improper personal benefit.

         Article VIII (A) of the Company's Certificate of Incorporation, as
     amended, provides that to the full extent that the DGCL permits the
     limitation or elimination of the liability of directors, a director of the
     Company shall not be liable to the Company or its stockholders for monetary
     damages for breach of fiduciary duty as a director.  Any amendment or
     repeal of such Article VIII (A) will not adversely affect any right or
     protection of a director of the Company for or with respect to any acts or
     omissions of such director occurring prior to such amendment or repeal.

         Section 8.6 of the Bylaws permits the Company to purchase insurance
     coverage for officers, directors, employees and agents for liability
     arising out of such status, whether or not the Company would have the power
     to indemnify them.

     ITEM 8.  EXHIBITS.

Exhibit
Number        Description
------        -----------

5.1*         Opinion of Andrews & Kurth L.L.P., as to the legality of the
             securities being registered.

23.1         Consent of Counsel (included in the opinion filed as Exhibit 5.1 to
             this Registration Statement).

23.2*        Consent of Ryder Scott Company Petroleum Engineers.
 
23.3*        Consent of Arthur Andersen LLP.

24.1         Power of Attorney (set forth on the signature page contained in
             Part II of this Registration Statement).

99.1*        Zydeco Energy, Inc. 1996 Incentive Equity Plan.
 
_________________
*   Filed with this Registration Statement.

     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;

                                     II-2
(ii) To reflect in the prospectus any facts or events arising after
             the effective date of the 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 the registration statement; notwithstanding the
             foregoing, any increase or decrease in volume of securities offered
             (if the total dollar value of securities offered would not exceed
             that which was registered) and any deviation from the low or high
             end of the estimated maximum offering range may be reflected in the
             form of prospectus filed with the Commission pursuant to Rule
             424(b) if, in the aggregate, the changes in volume and price
             represent no more than a 20 percent change in the maximum aggregate
             offering price set forth in the "Calculation of Registration Fee"
             table in the effective registration statement;

             (iii)  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;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and 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 Commission by the registrant pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

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

         (b) The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of the
     Securities Exchange Act of 1934) 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.

 

                                     II-3
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, the
     registrant certifies that it has reasonable grounds to believe that it
     meets all of the requirements for filing on Form S-8 and has duly caused
     this registration statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Houston, State of Texas, on this
     19th day of May, 1997.

                                    Zydeco Energy, Inc.

                              By    /s/ Sam B. Myers, Jr.
                                    ---------------------
                                    Sam B. Myers, Jr.
                                    Chairman of the Board and
                                    Chief Executive Officer

          KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
     and directors of Zydeco Energy, Inc. (the "Company") hereby constitutes and
     appoints Sam B. Myers, Jr. and Edward R. Prince, Jr. , or either of them
     (with full power to each of them to act alone), his true and lawful
     attorney-in-fact and agent, with full power of substitution, for him and on
     his behalf and in his name, place and stead, in any and all capacities, to
     sign, execute and file this Registration Statement under the Securities
     Act, as amended, and any or all amendments (including, without limitation,
     post-effective amendments), with all exhibits and any and all documents
     required to be filed with respect thereto, with the Commission or any
     regulatory authority, granting unto such attorneys-in-fact and agents, and
     each of them acting alone, 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 in order to effectuate the same, as fully to all intents and
     purposes as he himself might or could do if personally present, hereby
     ratifying and confirming all that such attorneys-in-fact and agents, or any
     of them, or their substitute or substitutes, may lawfully do or cause to be
     done.

          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                      Title                               Date
---------                      -----                               ----
/s/ Sam B. Myers, Jr.          Chairman of the Board,              May 19, 1997
-----------------------------  Chief Executive Officer
Sam B. Myers, Jr.              (Principal Executive Officer), and
                               Director
 
/s/ Edward R. Prince, Jr.      Vice-Chairman of the Board and      May 19, 1997
-----------------------------  Director
Edward R. Prince, Jr.         
 
/s/ John O. Smith              President, Chief Operating          May 19, 1997
-----------------------------  Officer and Director
John O. Smith                 
 
/s/ W. Kyle Willis             Vice President, Treasurer, and      May 19, 1997
-----------------------------  Chief Financial Officer
W. Kyle Willis                 (Chief Accounting Officer)
 
/s/ Philip A. Tuttle           Director                            May 19, 1997
-----------------------------
Philip A. Tuttle
 
/s/ Harry C. Johnson           Director                            May 19, 1997
-----------------------------
Harry C. Johnson
 
/s/ Charles E. Bradley, Sr.    Director                            May 19, 1997
-----------------------------
Charles E. Bradley, Sr.
II-4
THE PLAN

               Pursuant to the requirements of the Securities Act of 1933, the
     members of the Compensation Committee, functioning as the Plan
     Administrator of the Zydeco Energy, Inc. 1996 Incentive Equity Plan, have
     duly caused the Registration Statement to be signed on behalf of the
     undersigned, thereunto duly authorized, in the City of Houston, State of
     Texas on May 19, 1997.

 
                                 ZYDECO ENERGY, INC. 1996 INCENTIVE EQUITY PLAN

                                 /S/ PHILIP A. TUTTLE
                                 Philip A. Tuttle

                                 /S/ CHARLES E. BRADLEY, SR.
                                 Charles E. Bradley, Sr.

                                 /S/ HARRY C. JOHNSON
                                 Harry C. Johnson

                                     II-5