As filed with the Securities and Exchange Commission on June 29, 1999
                                                    Registration No. 333-_______
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
--------------------------------------------------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------
                           HALLWOOD ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

                Delaware                                         84-1489099
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

   4610 South Ulster Street, Suite 200
              Denver, Colorado                                     80237
(Address of principal executive offices)                         (Zip code)


                          1999 Long-Term Incentive Plan
                                       of
                           Hallwood Energy Corporation
                            (Full title of the plan)
--------------------------------------------------------------------------------
                            Cathleen M. Osborn, Esq.
                                 Vice President
                           Hallwood Energy Corporation
                       4610 South Ulster Street, Suite 200
                             Denver, Colorado 80237
                     (Name and address of agent for service)

                                 (303) 850-7373
          (Telephone number, including area code, of agent for service)

                                 With a copy to
                              W. Alan Kailer, Esq.
                            Jenkens & Gilchrist, P.C.
                          1445 Ross Avenue, Suite 3200
                            Dallas, Texas 75202-2799
                                 (214) 855-4500

<TABLE>
<CAPTION>

                                                       CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                  Amount              Proposed maximum        Proposed maximum         Amount of
            Title of securities                   to be                offering price             aggregate          registration
              to be registered              registered(1)(2)           per share(3)(4)       offering price(3)(4)       fee (4)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                         <C>                   <C>                       <C>
Common Stock, par value $0.01 per share     1,200,000 shares            $7.00                 $7,518,000                $2,090.00
Series A Cumulative Preferred Stock,          180,000 shares            $8.375                $1,507,500                $  419.09
     $0.01 par value per share
====================================================================================================================================
<FN>

(1)  Consists of  1,200,000  shares of common  stock (and  associated  preferred
     stock purchase  rights) and 180,000 shares of preferred  stock reserved for
     issuance  to  directors,  employees  and  consultants  of  Hallwood  Energy
     Corporation and its subsidiaries  pursuant to the 1999 Long-Term  Incentive
     Plan of Hallwood Energy Corporation (the "Plan").

(2)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     additional  shares as may  hereinafter be offered or issued  resulting from
     stock splits,  stock dividends,  recapitalizations or certain other capital
     adjustments.

(3)  Estimated solely for purpose of calculating the registration fee.

(4)  Calculated  pursuant  to Rule  457(c) and (h).  Accordingly,  the price per
     share of common stock and preferred stock  respectively,  offered hereunder
     pursuant to the Plan is based upon (i) 600,000  shares of common  stock and
     180,000  shares of  preferred  stock,  respectively,  reserved for issuance
     under the Plan,  but not subject to  outstanding  stock  options  under the
     Plan,  at prices per share of $5.53 and $8.375,  which are the  averages of
     the  highest  and the  lowest  prices  per  share of the  common  stock and
     preferred  stock,  respectively,  on The NASDAQ National Market on June 28,
     1999;  and (ii) 600,000  shares of common  stock  reserved for issuance and
     subject to stock  options  already  granted  under the Plan, at an exercise
     price of $7.00 per share of common stock.

</FN>
</TABLE>



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to Plan  participants  as  specified by Rule  428(b)(1)  under the
Securities Act of 1933.


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         Hallwood Energy Corporation (the "Company" or the "Registrant")  hereby
incorporates by reference in this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the "Commission"):

          (1)  Registration   Statement   on  Form  S-4  of  the  Company   (No.
               333-77409), filed with the Commission on April 30, 1999; and

          (2)  The description of the Company's Common Stock, the description of
               the  Company's   Preferred  Stock  and  the  description  of  the
               Company's Rights set forth in the registration  statement on Form
               8-A filed  with the  Commission  on June 4, 1999,  including  any
               amendment  or  report  filed for the  purpose  of  updating  such
               description.

         All  documents  filed by the Company  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 4.  Description of Securities.

         Not Applicable.

Item 5.  Interest of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         The Certificate of  Incorporation  of the Registrant also provides that
each person who was or is made a party or is threatened to be made a party or is
involved in any  threatened,  pending or completed  action,  suit or proceeding,
whether  formal or informal,  whether of a civil,  criminal,  administrative  or
investigative nature (hereinafter a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal  representative,  is or was a
director or officer of the  Registrant,  whether the basis of such proceeding is
an alleged  action or inaction in an official  capacity or in any other capacity
while serving as a director or officer,  shall be indemnified  and held harmless
by the Registrant to the fullest extent  permissible  under Delaware law, as the
same exists or may hereafter exist in the future (but, in the case of any future
change,  only to the extent that such change  permits the  Registrant to provide
broader  indemnification  rights than the law  permitted  prior to such change),
against all costs, charges, expenses, liabilities and losses (including, without
limitation,  attorneys' fees, judgments, fines, ERISA excise taxes, or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such  indemnification  shall continue as
to a person who has ceased to be a director  or officer  and shall  inure to the
benefit of his or her heirs, executors and administrators.

          The Registrant shall pay expenses  actually  incurred by a director or
officer in connection  with any proceeding in advance of its final  disposition;
provided,  however,  that if  Delaware  law then  requires,  the payment of such
expenses  incurred in advance of the final  disposition of a proceeding shall be
made only upon delivery to the Registrant of an undertaking,  by or on behalf of
such  director  or  officer,  to  repay  all  amounts  so  advanced  if it shall
ultimately  be  determined  that such  director or officer is not entitled to be
indemnified.


                                      II-1

<PAGE>



         If a  claim  under  the  provisions  above  is not  paid in full by the
Registrant  within  30 days  after a  written  claim  has been  received  by the
Registrant,  the  claimant  may at any time  thereafter  bring suit  against the
Registrant to recover the unpaid amount of the claim and, if successful in whole
or in part,  the  claimant  shall be  entitled  to be paid also the  expense  of
prosecuting  such claim.  Neither the failure of the  Registrant  (including its
Board of Directors, independent legal counsel, or its stockholders) to have made
a  determination  that  indemnification  of the claimant is  permissible  in the
circumstances  because the claimant has met the applicable  standard of conduct,
if any, nor an actual  determination  by the Registrant  (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met the  standard of  conduct,  shall be a defense to the action or create a
presumption that the claimant has not met the standard of conduct.

         The  Registrant  has also  adopted  provisions  in its  Certificate  of
Incorporation that limit the liability of its directors and officers.  Under the
Certificate  of  Incorporation,  and as  permitted  the  laws  of the  State  of
Delaware,  a director is not liable to the  Registrant or its  stockholders  for
monetary damages for breach of fiduciary duty,  except for liability for (i) any
breach of the director's duty of loyalty to the Registrant or its  stockholders;
(ii)  acts or  omissions  which  involve  intentional  misconduct  or a  knowing
violation of the law; (iii) the payment of any unlawful dividend, stock purchase
or  redemption;  or (iv) any  transaction  from which the  director  derived any
improper personal benefit.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The  following  documents  are  filed  as a part of  this  Registration
Statement.

         Exhibit      Description
         -------      -----------
         3.1**        Certificate of Incorporation of Hallwood Energy Corpora-
                      tion

         3.2**        Certificate of Designations of the Series A Cumulative
                      Preferred Stock of Hallwood Energy Corporation

         3.3**        Form of Certificate of Designations of the Series B Junior
                      Participating Preferred Stock of Hallwood Energy Corpora-
                      tion

         3.4**        Form of Rights Agreement

         4.1**        1999 Long-Term Incentive Plan of Hallwood Energy Corpora-
                      tion

         4.2**        1999 Long-Term Incentive Plan Loan Program for Hallwood
                      Energy Corporation

         4.3**        Form of Nonqualified Stock Option Agreement

         5.1*         Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1*        Consent of Jenkens & Gilchrist, a Professional Corporation
                      (included in Exhibit 5.1)

         23.2*        Consent of Deloitte & Touche LLP

         24           Power of Attorney (included on signature page)

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

         **       Filed as an exhibit to the Company's Registration Statement on
                  Form S-4 (No. 333-77409), filed with the Commission on April
                  30, 1999, and incorporated herein by reference.

Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:



                                      II-2

<PAGE>



         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

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

               b.   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; and

               c.   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 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; and

         (3) To remove from registration by means of a post-effective  amendment
any 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 section 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.

         C. Insofar as an  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant,  the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy  as an  expressed  in the  Securities  Act of  1933  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 an expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.




                                      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
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 Dallas, Texas, on June 28, 1999.

                                              HALLWOOD ENERGY CORPORATION



                                              By:  /s/ William L. Guzzetti
                                                  ------------------------
                                                  William L. Guzzetti, President

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby  constitutes and appoints  William L. Guzzetti and Cathleen
M. Osborn,  and each of them, each with full power to act without the other, his
true  and  lawful   attorneys-in-fact  and  agents,  each  with  full  power  of
substitution and resubstitution for him and in his name, place and stead, in any
and  all  capacities,  to  sign  any  or all  amendments  to  this  Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection  therewith,   with  the  Commission,   granting  unto  each  of  said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all  intents and  purposes as he might or could do in person  hereby
ratifying and confirming that each of said  attorneys-in-fact  and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:

<TABLE>
<CAPTION>
Signature                                            Title                                      Date
---------                                            -----                                      ----
<S>                                         <C>                                           <C>
/s/ William L. Guzzetti                     President, Principal Executive Officer,       June 28, 1999
---------------------------------------     Director
William L. Guzzetti


/s/ Thomas J. Jung                          Vice President, Principal Financial           June 28, 1999
---------------------------------------     and Accounting Officer
Thomas J.  Jung


/s/ Anthony J. Gumbiner                     Director                                      June 28, 1999
---------------------------------------
Anthony J. Gumbiner


                                            Director                                      June __, 1999
---------------------------------------
Brian M. Troup


                                            Director                                      June __, 1999
---------------------------------------
Hans-Peter Holinger


                                            Director                                      June __, 1999
---------------------------------------
Rex A. Sebastian


/s/ Nathan C. Collins                       Director                                      June 28, 1999
---------------------------------------
Nathan C. Collins


/s/ John R. Isaac, Jr.                      Director                                      June 28, 1999
---------------------------------------
John R. Isaac, Jr.




                                      II-4

<PAGE>



                                            Director                                      June __, 1999
---------------------------------------
Jerry A. Lubliner


/s/ Hamilton P. Schrauff                     Director                                     June 28, 1999
---------------------------------------
Hamilton P. Schrauff


Bill M. Van Meter                            Director                                     June 28, 1999
---------------------------------------
Bill M. Van Meter

</TABLE>




                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR HALLWOOD ENERGY CORPORATION", "secsgml_size_bytes": 20760}]
{"company-data": {"conformed-name": "HALLWOOD ENERGY CORP", "cik": "0000319019", "assigned-sic": "1311", "irs-number": "751319083", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81803", "film-number": "99654936"}, "business-address": {"street1": "4582 SOUTH ULSTER ST PKWY STE 1700", "city": "DENVER", "state": "CO", "zip": "80237", "phone": "3038507373"}, "mail-address": {"street1": "4582 SOUTH ULSTER STREET PARKWAY", "street2": "SUITE 1700", "city": "DENVER", "state": "CO", "zip": "80237"}, "former-company": {"former-conformed-name": "SAXON OIL CO", "date-changed": "19891121"}}
As filed with the Securities and Exchange Commission on June 29, 1999
                                                    Registration No. 333-_______
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
--------------------------------------------------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------
                           HALLWOOD ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

                Delaware                                         84-1489099
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

   4610 South Ulster Street, Suite 200
              Denver, Colorado                                     80237
(Address of principal executive offices)                         (Zip code)

                          1999 Long-Term Incentive Plan
                                       of
                           Hallwood Energy Corporation
                            (Full title of the plan)
--------------------------------------------------------------------------------
                            Cathleen M. Osborn, Esq.
                                 Vice President
                           Hallwood Energy Corporation
                       4610 South Ulster Street, Suite 200
                             Denver, Colorado 80237
                     (Name and address of agent for service)

                                 (303) 850-7373
          (Telephone number, including area code, of agent for service)

                                 With a copy to
                              W. Alan Kailer, Esq.
                            Jenkens & Gilchrist, P.C.
                          1445 Ross Avenue, Suite 3200
                            Dallas, Texas 75202-2799
                                 (214) 855-4500
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                  Amount              Proposed maximum        Proposed maximum         Amount of
            Title of securities                   to be                offering price             aggregate          registration
              to be registered              registered(1)(2)           per share(3)(4)       offering price(3)(4)       fee (4)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share     1,200,000 shares            $7.00                 $7,518,000                $2,090.00
Series A Cumulative Preferred Stock,          180,000 shares            $8.375                $1,507,500                $  419.09
     $0.01 par value per share
====================================================================================================================================
(1)  Consists of  1,200,000  shares of common  stock (and  associated  preferred
     stock purchase  rights) and 180,000 shares of preferred  stock reserved for
     issuance  to  directors,  employees  and  consultants  of  Hallwood  Energy
     Corporation and its subsidiaries  pursuant to the 1999 Long-Term  Incentive
     Plan of Hallwood Energy Corporation (the "Plan").

(2)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     additional  shares as may  hereinafter be offered or issued  resulting from
     stock splits,  stock dividends,  recapitalizations or certain other capital
     adjustments.

(3)  Estimated solely for purpose of calculating the registration fee.

(4)  Calculated  pursuant  to Rule  457(c) and (h).  Accordingly,  the price per
     share of common stock and preferred stock  respectively,  offered hereunder
     pursuant to the Plan is based upon (i) 600,000  shares of common  stock and
     180,000  shares of  preferred  stock,  respectively,  reserved for issuance
     under the Plan,  but not subject to  outstanding  stock  options  under the
     Plan,  at prices per share of $5.53 and $8.375,  which are the  averages of
     the  highest  and the  lowest  prices  per  share of the  common  stock and
     preferred  stock,  respectively,  on The NASDAQ National Market on June 28,
     1999;  and (ii) 600,000  shares of common  stock  reserved for issuance and
     subject to stock  options  already  granted  under the Plan, at an exercise
     price of $7.00 per share of common stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to Plan  participants  as  specified by Rule  428(b)(1)  under the
Securities Act of 1933.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         Hallwood Energy Corporation (the "Company" or the "Registrant")  hereby
incorporates by reference in this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the "Commission"):

          (1)  Registration   Statement   on  Form  S-4  of  the  Company   (No.
               333-77409), filed with the Commission on April 30, 1999; and

          (2)  The description of the Company's Common Stock, the description of
               the  Company's   Preferred  Stock  and  the  description  of  the
               Company's Rights set forth in the registration  statement on Form
               8-A filed  with the  Commission  on June 4, 1999,  including  any
               amendment  or  report  filed for the  purpose  of  updating  such
               description.

         All  documents  filed by the Company  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 4.  Description of Securities.

         Not Applicable.

Item 5.  Interest of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         The Certificate of  Incorporation  of the Registrant also provides that
each person who was or is made a party or is threatened to be made a party or is
involved in any  threatened,  pending or completed  action,  suit or proceeding,
whether  formal or informal,  whether of a civil,  criminal,  administrative  or
investigative nature (hereinafter a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal  representative,  is or was a
director or officer of the  Registrant,  whether the basis of such proceeding is
an alleged  action or inaction in an official  capacity or in any other capacity
while serving as a director or officer,  shall be indemnified  and held harmless
by the Registrant to the fullest extent  permissible  under Delaware law, as the
same exists or may hereafter exist in the future (but, in the case of any future
change,  only to the extent that such change  permits the  Registrant to provide
broader  indemnification  rights than the law  permitted  prior to such change),
against all costs, charges, expenses, liabilities and losses (including, without
limitation,  attorneys' fees, judgments, fines, ERISA excise taxes, or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such  indemnification  shall continue as
to a person who has ceased to be a director  or officer  and shall  inure to the
benefit of his or her heirs, executors and administrators.

          The Registrant shall pay expenses  actually  incurred by a director or
officer in connection  with any proceeding in advance of its final  disposition;
provided,  however,  that if  Delaware  law then  requires,  the payment of such
expenses  incurred in advance of the final  disposition of a proceeding shall be
made only upon delivery to the Registrant of an undertaking,  by or on behalf of
such  director  or  officer,  to  repay  all  amounts  so  advanced  if it shall
ultimately  be  determined  that such  director or officer is not entitled to be
indemnified.

                                      II-1
If a  claim  under  the  provisions  above  is not  paid in full by the
Registrant  within  30 days  after a  written  claim  has been  received  by the
Registrant,  the  claimant  may at any time  thereafter  bring suit  against the
Registrant to recover the unpaid amount of the claim and, if successful in whole
or in part,  the  claimant  shall be  entitled  to be paid also the  expense  of
prosecuting  such claim.  Neither the failure of the  Registrant  (including its
Board of Directors, independent legal counsel, or its stockholders) to have made
a  determination  that  indemnification  of the claimant is  permissible  in the
circumstances  because the claimant has met the applicable  standard of conduct,
if any, nor an actual  determination  by the Registrant  (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met the  standard of  conduct,  shall be a defense to the action or create a
presumption that the claimant has not met the standard of conduct.

         The  Registrant  has also  adopted  provisions  in its  Certificate  of
Incorporation that limit the liability of its directors and officers.  Under the
Certificate  of  Incorporation,  and as  permitted  the  laws  of the  State  of
Delaware,  a director is not liable to the  Registrant or its  stockholders  for
monetary damages for breach of fiduciary duty,  except for liability for (i) any
breach of the director's duty of loyalty to the Registrant or its  stockholders;
(ii)  acts or  omissions  which  involve  intentional  misconduct  or a  knowing
violation of the law; (iii) the payment of any unlawful dividend, stock purchase
or  redemption;  or (iv) any  transaction  from which the  director  derived any
improper personal benefit.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The  following  documents  are  filed  as a part of  this  Registration
Statement.

         Exhibit      Description
         -------      -----------
         3.1**        Certificate of Incorporation of Hallwood Energy Corpora-
                      tion

         3.2**        Certificate of Designations of the Series A Cumulative
                      Preferred Stock of Hallwood Energy Corporation

         3.3**        Form of Certificate of Designations of the Series B Junior
                      Participating Preferred Stock of Hallwood Energy Corpora-
                      tion

         3.4**        Form of Rights Agreement

         4.1**        1999 Long-Term Incentive Plan of Hallwood Energy Corpora-
                      tion

         4.2**        1999 Long-Term Incentive Plan Loan Program for Hallwood
                      Energy Corporation

         4.3**        Form of Nonqualified Stock Option Agreement

         5.1*         Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1*        Consent of Jenkens & Gilchrist, a Professional Corporation
                      (included in Exhibit 5.1)

         23.2*        Consent of Deloitte & Touche LLP

         24           Power of Attorney (included on signature page)

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

         **       Filed as an exhibit to the Company's Registration Statement on
                  Form S-4 (No. 333-77409), filed with the Commission on April
                  30, 1999, and incorporated herein by reference.

Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:

                                      II-2
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

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

               b.   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; and

               c.   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 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; and

         (3) To remove from registration by means of a post-effective  amendment
any 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 section 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.

         C. Insofar as an  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant,  the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy  as an  expressed  in the  Securities  Act of  1933  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 an expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.

                                      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
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 Dallas, Texas, on June 28, 1999.

                                              HALLWOOD ENERGY CORPORATION

                                              By:  /s/ William L. Guzzetti
                                                  ------------------------
                                                  William L. Guzzetti, President

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby  constitutes and appoints  William L. Guzzetti and Cathleen
M. Osborn,  and each of them, each with full power to act without the other, his
true  and  lawful   attorneys-in-fact  and  agents,  each  with  full  power  of
substitution and resubstitution for him and in his name, place and stead, in any
and  all  capacities,  to  sign  any  or all  amendments  to  this  Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection  therewith,   with  the  Commission,   granting  unto  each  of  said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all  intents and  purposes as he might or could do in person  hereby
ratifying and confirming that each of said  attorneys-in-fact  and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:
Signature                                            Title                                      Date
---------                                            -----                                      ----
/s/ William L. Guzzetti                     President, Principal Executive Officer,       June 28, 1999
---------------------------------------     Director
William L. Guzzetti

/s/ Thomas J. Jung                          Vice President, Principal Financial           June 28, 1999
---------------------------------------     and Accounting Officer
Thomas J.  Jung

/s/ Anthony J. Gumbiner                     Director                                      June 28, 1999
---------------------------------------
Anthony J. Gumbiner

                                            Director                                      June __, 1999
---------------------------------------
Brian M. Troup

                                            Director                                      June __, 1999
---------------------------------------
Hans-Peter Holinger

                                            Director                                      June __, 1999
---------------------------------------
Rex A. Sebastian

/s/ Nathan C. Collins                       Director                                      June 28, 1999
---------------------------------------
Nathan C. Collins

/s/ John R. Isaac, Jr.                      Director                                      June 28, 1999
---------------------------------------
John R. Isaac, Jr.

                                      II-4
Director                                      June __, 1999
---------------------------------------
Jerry A. Lubliner

/s/ Hamilton P. Schrauff                     Director                                     June 28, 1999
---------------------------------------
Hamilton P. Schrauff

Bill M. Van Meter                            Director                                     June 28, 1999
---------------------------------------
Bill M. Van Meter
II-5