As filed with the Securities and Exchange Commission on June 8, 1998
                                                     Registration No.  333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 FORCENERGY INC
             (Exact name of registrant as specified in its charter)
                 Delaware                                    65-0429338
      (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                      Identification No.)
                        
             2730 S.W. 3rd Avenue           
                 Suite 800                   
               Miami, Florida                                  33129-2356
     (Address of Principal Executive Offices)                  (Zip Code)     
                                    
                                                                             
                                                    
                                 FORCENERGY INC
                            1995 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                 E. Joseph Grady
                            Vice President, Treasurer
                           and Chief Financial Officer
                         2730 S.W. 3rd Avenue, Suite 800
                            Miami, Florida 33129-2356
                     (Name and address of agent for service)

                                 (305) 856-8500
                     (Telephone number, including area code,
                              of agent for service)
                           ---------------------------


                                    Copy to:

                                  David C. Buck
                             Andrews & Kurth L.L.P.
                          600 Travis Street, Suite 4200
                              Houston, Texas 77002
                                 (713) 220-4301
                              (Fax) (713) 220-4285

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

========================================================================================================================
                                                                                        Proposed
                                                                      Proposed           Maximum
                                                     Amount            Maximum          Aggregate         Amount of
                                                     to be          Offering Price      Offering        Registration
 Title of Securities to be Registered (1)(2)     registered (3)     Per Share (4)       Price (4)          Fee (3)
------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                 <C>             <C>                 <C>    

Common Stock, par value $.01 per share........     3,850,000          $17.78125       $68,457,812         $20,195
========================================================================================================================
</TABLE>

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

(2)  Includes  preferred share purchase rights associated with the Common Stock.
     No separate fee is payable in respect of the registration of such preferred
     share purchase rights.

(3)  2,150,000  shares  of Common  Stock,  par  value  $.01 per  share  ("Common
     Stock"),  were  registered on Form S-8 (File No.  33-80919) on December 28,
     1995,  on which  date a fee of  $8,474  was paid  (pro  rata,  based on the
     2,250,000  shares  originally  registered),  and 3,850,000 shares are being
     registered  herewith.  Pursuant to Rule 429 under the Act,  the  Prospectus
     included  herein shall relate to the 2,150,000  shares of the  registrant's
     Common Stock previously  registered relating to the predcessor plans to the
     Forcenergy Inc 1995 Stock Incentive Plan.

(4)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h)  under the Act,  based upon the average of the high
     and low prices of a share of the registrant's  Common Stock on the New York
     Stock Exchange on June 3, 1998.

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




<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This  Registration  Statement  on Form S-8 is being  filed to  register
additional securities. In accordance with General Instruction E of Form S-8, the
Company  hereby   incorporates  by  reference  the  contents  of  the  Company's
registration  statement on Form S-8 (No.  33-80919),  originally  filed with the
Securities  and Exchange  Commission  (the  "Commission")  on December 28, 1995,
relating to the  predecessor  plans to the Forcenergy  Inc 1995 Stock  Incentive
Plan; provided,  the information provided in Items 3 and 8 are hereby amended in
their entirety to reflect the following additional information.


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Forcenergy  Inc (the  "Company")  incorporates  herein by reference the
following  documents as of their  respective  dates as filed with the Securities
and Exchange Commission (the "Commission"):

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1997;

         (b) The  Company's  Quarterly  Report on Form 10-Q for the period ended
March 31, 1998; and

         (c) The description of the Company's  common stock, par value $0.01 per
share (the "Common Stock"), and preferred share purchase rights contained in the
Company's  Registration  Statement on Form 8-A (File No. 1-13095) filed with the
Commission on June 13, 1997 pursuant to Section 12(b) of the Securities Exchange
Act of 1934, as amended (the  "Exchange  Act"),  as amended on Forms 8-A/A filed
with the Commission on December 10, 1997, December 23, 1997 and May 28, 1998.

         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 8.  EXHIBITS.

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

4.1*     Amended and Restated  Certificate of Incorporation of the Company dated
         July 25,  1995.  (Filed as Exhibit  3.1 to the  Quarterly  Form on 10-Q
         filed on November 14, 1995 for the nine month period  ending  September
         30, 1995 and  incorporated  herein by reference (File No. 0-26444)) and
         Amendment No. 1 thereto filed with Amendment No. 2 to Form S-1 filed on
         June 6, and incorporated herein by reference (File No. 333-4600).

4.2*     Bylaws  of the  Company.  (Filed  as  Exhibit  3.2 to the  Registration
         Statement on Form S-1 filed on June 2, 1995, as amended on July 6, 1995
         and July 25,  1995 and  incorporated  herein  by  reference  (File  No.
         33-93020)).

4.3*     Specimen  Common  Stock  certificate.  (Filed  as  Exhibit  4.1  to the
         Registration  Statement on Form S-1 on June 2, 1995, as amended on July
         6, 1995 and July 25, 1995 and  incorporated  herein by reference  (File
         No. 33-93020)).

4.4*     Rights  Agreement,  dated as of November 26, 1997,  between the Company
         and  American  Stock  Transfer  &  Trust  Company,   as  Rights  Agent,
         specifying  the terms of the Rights,  including the form of Certificate
         of Designation of Junior  Participating  Preferred  Stock as Exhibit A,
         the form of Right  Certificate as Exhibit B and the form of the Summary
         of Rights to  Purchase  Preferred  Shares as  Exhibit C.  (Included  as
         Exhibit  2 to the  Company's  Form 8-A  filed  with the  Commission  on
         December  10,  1997 and  incorporated  herein  by  reference  (File No.
         1-13095)).



                                      II-2

<PAGE>



4.5*     Form of Certificate of  Designation of Junior  Participating  Preferred
         Stock  setting  forth the terms of the Junior  Participating  Preferred
         Stock,  par  value  $.01  per  share.  (Included  as  Exhibit  2 to the
         Company's  Form 8-A filed with the  Commission on December 10, 1997 and
         incorporated herein by reference (File No. 1-13095)).

4.6*     Forcenergy  Gas  Exploration,  Inc. 1993 Stock Option Plan for Officers
         and Key Employees and forms of incentive and nonqualified  stock option
         agreements.  (Filed as Exhibit  10.6 to the  Registration  Statement on
         Form S-1 filed on June 2, 1995, as amended on July 6, 1995 and July 25,
         1995 and incorporated herein by reference (File No. 33-93020)).

4.7*     Forcenergy  Gas  Exploration,  Inc. 1995 Stock Option Plan and forms of
         incentive and nonqualified stock option  agreements.  (Filed as Exhibit
         10.7 to the  Registration  Statement on Form S-1 filed on June 2, 1995,
         as amended on July 6, 1995 and July 25, 1995 and incorporated herein by
         reference (File No. 33-93020)).

4.8*     Forcenergy  Gas  Exploration,  Inc. 1995  Non-Employee  Director  Stock
         Option Plan and forms of nonqualified stock option agreement. (Filed as
         Exhibit 10.8 to the Registration Statement on Form S-1 filed on June 2,
         1995,  as  amended on July 6, 1995 and July 25,  1995 and  incorporated
         herein by reference (File No. 33-93020)).

4.9*     Amendment  to the  Forcenergy  Inc  1995  Stock  Option  Plan  filed as
         Appendix B to  Schedule  14A filed on April 21,  1997 and  incorporated
         herein by reference.

4.10*    Amendment  to the  Forcenergy  Inc 1995 Stock  Option  Plan.  (Filed as
         Exhibit  10.2 to the  Quarterly  Form on 10-Q filed on November 7, 1996
         and incorporated herein by reference (File No 0-26444)

4.11*    Form of Incentive Stock Option  Agreement  between the Company and Stig
         Wennerstrom  under the 1995 Stock Option Plan.  (Filed as Exhibit 10.28
         to the  Registration  Statement  on Form S-1 filed on June 2, 1995,  as
         amended on July 6, 1995 and July 25,  1995 and  incorporated  herein by
         reference (File No. 33-93020)).

4.12*    Form of Non-Qualified  Stock Option  Agreement  between the Company and
         Stig  Wennerstrom  under the 1995 Stock Option Plan.  (Filed as Exhibit
         10.29 to the Registration  Statement on Form S-1 filed on June 2, 1995,
         as amended on July 6, 1995 and July 25, 1995 and incorporated herein by
         reference (File No. 33-93020)).

4.13*    Form of Incentive Stock Option  Agreement  between the and its officers
         and directors  excluding Stig  Wennerstrom  under the 1995 Stock Option
         Plan or the 1995 Non-Employee Director Plan. (Filed as Exhibit 10.30 to
         the  Registration  Statement  on Form  S-1  filed on June 2,  1995,  as
         amended on July 6, 1995 and July 25,  1995 and  incorporated  herein by
         reference (File No. 33-93020)).

4.14*    Form of Non-Qualified  Stock Option  Agreement  between the Company and
         its officers and directors  excluding Stig  Wennerstrom  under the 1995
         Stock Option Plan or the 1995  Non-Employee  Director  Plan.  (Filed as
         Exhibit 10.31 to the  Registration  Statement on Form S-1 filed on June
         2, 1995, as amended on July 6, 1995 and July 25, 1995 and  incorporated
         herein by reference (File No. 33-93020).

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


23.1     Consent of Andrews & Kurth  L.L.P.  (included  in the opinion  filed as
         Exhibit 5.1 to this Registration Statement).

23.2     Consent of Coopers & Lybrand L.L.P.

23.3     Consent of Netherland, Sewell & Associates, Inc.

23.4     Consent of Collarini Engineering Inc.

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

*  Incorporated herein by reference.


                                      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  Miami,  State of  Florida,  on the 8th day of June,
1998.

                                            FORCENERGY INC


                                            By:      /s/ E. Joseph Grady
                                                ------------------------------
                                                     E. Joseph Grady
                                                     Vice President and
                                                     Chief Financial Officer

                                POWER OF ATTORNEY

         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 indicated.

         KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  officers
and directors of Forcenergy Inc hereby constitutes and appoints Stig Wennerstrom
and E.  Joseph  Grady,  and each 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 of  1933,  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  Securities and
Exchange   Commission   or  any   regulatory   authority,   granting  unto  such
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
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.
<TABLE>
<CAPTION>

                    Signature                                      Title                                Date
                    ---------                                      -----                                ----
<S>   <C>                                             <C>                                      <C>   

            /s/ Stig Wennerstrom                       Chairman, President and Chief           June 8, 1998
     ----------------------------------------                 Executive Officer         
              Stig Wennerstrom                           (Principal Executive Officer)                          
                                                       

                                                           Vice President and                  June 8, 1998
           /s/ E. Joseph Grady                           Chief Financial Officer
     ----------------------------------------           (Principal Financial and
               E. Joseph Grady                             Accounting Officer)

                                                               
            /s/ Bruce L. Burnham                                Director                       June 8, 1998
    ----------------------------------------
              Bruce L. Burnham

                                                                
               /s/ Eric Forss                                   Director                       June 8, 1998
    ----------------------------------------
                 Eric Forss

                                                                
              /s/ Robert Issal                                  Director                       June 8, 1998
    ----------------------------------------
                Robert Issal

                                                                
            /s/ Antony T.F. Lundy                              Director                       June 8, 1998
   ----------------------------------------
              Antony T.F. Lundy

</TABLE>


                                      II-4

<PAGE>




                                  EXHIBIT INDEX

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

4.1*     Amended and Restated  Certificate of Incorporation of the Company dated
         July 25,  1995.  (Filed as Exhibit  3.1 to the  Quarterly  Form on 10-Q
         filed on November 14, 1995 for the nine month period  ending  September
         30, 1995 and  incorporated  herein by reference (File No. 0-26444)) and
         Amendment No. 1 thereto filed with Amendment No. 2 to Form S-1 filed on
         June 6, and incorporated herein by reference (File No. 333-4600).

4.2*     Bylaws  of the  Company.  (Filed  as  Exhibit  3.2 to the  Registration
         Statement on Form S-1 filed on June 2, 1995, as amended on July 6, 1995
         and July 25,  1995 and  incorporated  herein  by  reference  (File  No.
         33-93020)).

4.3*     Specimen  Common  Stock  certificate.  (Filed  as  Exhibit  4.1  to the
         Registration  Statement on Form S-1 on June 2, 1995, as amended on July
         6, 1995 and July 25, 1995 and  incorporated  herein by reference  (File
         No. 33-93020)).

4.4*     Rights  Agreement,  dated as of November 26, 1997,  between the Company
         and  American  Stock  Transfer  &  Trust  Company,   as  Rights  Agent,
         specifying  the terms of the Rights,  including the form of Certificate
         of Designation of Junior  Participating  Preferred  Stock as Exhibit A,
         the form of Right  Certificate as Exhibit B and the form of the Summary
         of Rights to  Purchase  Preferred  Shares as  Exhibit C.  (Included  as
         Exhibit  2 to the  Company's  Form 8-A  filed  with the  Commission  on
         December  9,  1997 and  incorporated  herein  by  reference  (File  No.
         1-13095)).

4.5*     Form of Certificate of  Designation of Junior  Participating  Preferred
         Stock  setting  forth the terms of the Junior  Participating  Preferred
         Stock,  par  value  $.01  per  share.  (Included  as  Exhibit  2 to the
         Company's  Form 8-A filed with the  Commission on December 10, 1997 and
         incorporated herein by reference (File No. 1-13095)).

4.6*     Forcenergy  Gas  Exploration,  Inc. 1993 Stock Option Plan for Officers
         and Key Employees and forms of incentive and nonqualified  stock option
         agreements.  (Filed as Exhibit  10.6 to the  Registration  Statement on
         Form S-1 filed on June 2, 1995, as amended on July 6, 1995 and July 25,
         1995 and incorporated herein by reference (File No. 33-93020)).

4.7*     Forcenergy  Gas  Exploration,  Inc. 1995 Stock Option Plan and forms of
         incentive and nonqualified stock option  agreements.  (Filed as Exhibit
         10.7 to the  Registration  Statement on Form S-1 filed on June 2, 1995,
         as amended on July 6, 1995 and July 25, 1995 and incorporated herein by
         reference (File No. 33-93020)).

4.8*     Forcenergy  Gas  Exploration,  Inc. 1995  Non-Employee  Director  Stock
         Option Plan and forms of nonqualified stock option agreement. (Filed as
         Exhibit 10.8 to the Registration Statement on Form S-1 filed on June 2,
         1995,  as  amended on July 6, 1995 and July 25,  1995 and  incorporated
         herein by reference (File No. 33-93020)).


4.9*     Amendment  to the  Forcenergy  Inc  1995  Stock  Option  Plan  filed as
         Appendix B to  Schedule  14A filed on April 21,  1997 and  incorporated
         herein by reference.

4.10*    Amendment  to the  Forcenergy  Inc 1995 Stock  Option  Plan.  (Filed as
         Exhibit  10.2 to the  Quarterly  Form on 10-Q filed on November 7, 1996
         and incorporated herein by reference (File No 0-26444)

4.11*    Form of Incentive Stock Option  Agreement  between the Company and Stig
         Wennerstrom  under the 1995 Stock Option Plan.  (Filed as Exhibit 10.28
         to the  Registration  Statement  on Form S-1 filed on June 2, 1995,  as
         amended on July 6, 1995 and July 25,  1995 and  incorporated  herein by
         reference (File No. 33-93020)).

4.12*    Form of Non-Qualified  Stock Option  Agreement  between the Company and
         Stig  Wennerstrom  under the 1995 Stock Option Plan.  (Filed as Exhibit
         10.29 to the Registration  Statement on Form S-1 filed on June 2, 1995,
         as amended on July 6, 1995 and July 25, 1995 and incorporated herein by
         reference (File No. 33-93020)).




<PAGE>



4.13*    Form of Incentive Stock Option  Agreement  between the and its officers
         and directors  excluding Stig  Wennerstrom  under the 1995 Stock Option
         Plan or the 1995 Non-Employee Director Plan. (Filed as Exhibit 10.30 to
         the  Registration  Statement  on Form  S-1  filed on June 2,  1995,  as
         amended on July 6, 1995 and July 25,  1995 and  incorporated  herein by
         reference (File No. 33-93020)).

4.14*    Form of Non-Qualified  Stock Option  Agreement  between the Company and
         its officers and directors  excluding Stig  Wennerstrom  under the 1995
         Stock Option Plan or the 1995  Non-Employee  Director  Plan.  (Filed as
         Exhibit 10.31 to the  Registration  Statement on Form S-1 filed on June
         2, 1995, as amended on July 6, 1995 and July 25, 1995 and  incorporated
         herein by reference (File No. 33-93020).

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


23.1     Consent of Andrews & Kurth  L.L.P.  (included  in the opinion  filed as
         Exhibit 5.1 to this Registration Statement).

23.2     Consent of Coopers & Lybrand L.L.P.

23.3     Consent of Netherland, Sewell & Associates, Inc.

23.4     Consent of Collarini Engineering Inc.

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

*  Incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORCENERGY FORM S-8", "secsgml_size_bytes": 23820}]
{"company-data": {"conformed-name": "FORCENERGY INC", "cik": "0000946140", "assigned-sic": "1311", "irs-number": "650429338", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56273", "film-number": "98643767"}, "business-address": {"street1": "2730 SW 3RD AVE STE 800", "city": "MIAMI", "state": "FL", "zip": "33129", "phone": "3058536161"}, "mail-address": {"street1": "2730 SW 3RD AVE", "street2": "STE 800", "city": "MIAMI", "state": "FL", "zip": "33129"}, "former-company": {"former-conformed-name": "FORCENERGY GAS EXPLORATION INC", "date-changed": "19950605"}}
As filed with the Securities and Exchange Commission on June 8, 1998
                                                     Registration No.  333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 FORCENERGY INC
             (Exact name of registrant as specified in its charter)
                 Delaware                                    65-0429338
      (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                      Identification No.)
                        
             2730 S.W. 3rd Avenue           
                 Suite 800                   
               Miami, Florida                                  33129-2356
     (Address of Principal Executive Offices)                  (Zip Code)     
                                    
                                                                             
                                                    
                                 FORCENERGY INC
                            1995 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                 E. Joseph Grady
                            Vice President, Treasurer
                           and Chief Financial Officer
                         2730 S.W. 3rd Avenue, Suite 800
                            Miami, Florida 33129-2356
                     (Name and address of agent for service)

                                 (305) 856-8500
                     (Telephone number, including area code,
                              of agent for service)
                           ---------------------------

                                    Copy to:

                                  David C. Buck
                             Andrews & Kurth L.L.P.
                          600 Travis Street, Suite 4200
                              Houston, Texas 77002
                                 (713) 220-4301
                              (Fax) (713) 220-4285

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                                        Proposed
                                                                      Proposed           Maximum
                                                     Amount            Maximum          Aggregate         Amount of
                                                     to be          Offering Price      Offering        Registration
 Title of Securities to be Registered (1)(2)     registered (3)     Per Share (4)       Price (4)          Fee (3)
------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share........     3,850,000          $17.78125       $68,457,812         $20,195
========================================================================================================================
(1)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended  (the  "Act"),   this   registration   statement   also  covers  an
     indeterminate  amount of  interests  to be offered or sold  pursuant to the
     employee benefit plan described herein.

(2)  Includes  preferred share purchase rights associated with the Common Stock.
     No separate fee is payable in respect of the registration of such preferred
     share purchase rights.

(3)  2,150,000  shares  of Common  Stock,  par  value  $.01 per  share  ("Common
     Stock"),  were  registered on Form S-8 (File No.  33-80919) on December 28,
     1995,  on which  date a fee of  $8,474  was paid  (pro  rata,  based on the
     2,250,000  shares  originally  registered),  and 3,850,000 shares are being
     registered  herewith.  Pursuant to Rule 429 under the Act,  the  Prospectus
     included  herein shall relate to the 2,150,000  shares of the  registrant's
     Common Stock previously  registered relating to the predcessor plans to the
     Forcenergy Inc 1995 Stock Incentive Plan.

(4)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h)  under the Act,  based upon the average of the high
     and low prices of a share of the registrant's  Common Stock on the New York
     Stock Exchange on June 3, 1998.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This  Registration  Statement  on Form S-8 is being  filed to  register
additional securities. In accordance with General Instruction E of Form S-8, the
Company  hereby   incorporates  by  reference  the  contents  of  the  Company's
registration  statement on Form S-8 (No.  33-80919),  originally  filed with the
Securities  and Exchange  Commission  (the  "Commission")  on December 28, 1995,
relating to the  predecessor  plans to the Forcenergy  Inc 1995 Stock  Incentive
Plan; provided,  the information provided in Items 3 and 8 are hereby amended in
their entirety to reflect the following additional information.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Forcenergy  Inc (the  "Company")  incorporates  herein by reference the
following  documents as of their  respective  dates as filed with the Securities
and Exchange Commission (the "Commission"):

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1997;

         (b) The  Company's  Quarterly  Report on Form 10-Q for the period ended
March 31, 1998; and

         (c) The description of the Company's  common stock, par value $0.01 per
share (the "Common Stock"), and preferred share purchase rights contained in the
Company's  Registration  Statement on Form 8-A (File No. 1-13095) filed with the
Commission on June 13, 1997 pursuant to Section 12(b) of the Securities Exchange
Act of 1934, as amended (the  "Exchange  Act"),  as amended on Forms 8-A/A filed
with the Commission on December 10, 1997, December 23, 1997 and May 28, 1998.

         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 8.  EXHIBITS.

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

4.1*     Amended and Restated  Certificate of Incorporation of the Company dated
         July 25,  1995.  (Filed as Exhibit  3.1 to the  Quarterly  Form on 10-Q
         filed on November 14, 1995 for the nine month period  ending  September
         30, 1995 and  incorporated  herein by reference (File No. 0-26444)) and
         Amendment No. 1 thereto filed with Amendment No. 2 to Form S-1 filed on
         June 6, and incorporated herein by reference (File No. 333-4600).

4.2*     Bylaws  of the  Company.  (Filed  as  Exhibit  3.2 to the  Registration
         Statement on Form S-1 filed on June 2, 1995, as amended on July 6, 1995
         and July 25,  1995 and  incorporated  herein  by  reference  (File  No.
         33-93020)).

4.3*     Specimen  Common  Stock  certificate.  (Filed  as  Exhibit  4.1  to the
         Registration  Statement on Form S-1 on June 2, 1995, as amended on July
         6, 1995 and July 25, 1995 and  incorporated  herein by reference  (File
         No. 33-93020)).

4.4*     Rights  Agreement,  dated as of November 26, 1997,  between the Company
         and  American  Stock  Transfer  &  Trust  Company,   as  Rights  Agent,
         specifying  the terms of the Rights,  including the form of Certificate
         of Designation of Junior  Participating  Preferred  Stock as Exhibit A,
         the form of Right  Certificate as Exhibit B and the form of the Summary
         of Rights to  Purchase  Preferred  Shares as  Exhibit C.  (Included  as
         Exhibit  2 to the  Company's  Form 8-A  filed  with the  Commission  on
         December  10,  1997 and  incorporated  herein  by  reference  (File No.
         1-13095)).

                                      II-2
4.5*     Form of Certificate of  Designation of Junior  Participating  Preferred
         Stock  setting  forth the terms of the Junior  Participating  Preferred
         Stock,  par  value  $.01  per  share.  (Included  as  Exhibit  2 to the
         Company's  Form 8-A filed with the  Commission on December 10, 1997 and
         incorporated herein by reference (File No. 1-13095)).

4.6*     Forcenergy  Gas  Exploration,  Inc. 1993 Stock Option Plan for Officers
         and Key Employees and forms of incentive and nonqualified  stock option
         agreements.  (Filed as Exhibit  10.6 to the  Registration  Statement on
         Form S-1 filed on June 2, 1995, as amended on July 6, 1995 and July 25,
         1995 and incorporated herein by reference (File No. 33-93020)).

4.7*     Forcenergy  Gas  Exploration,  Inc. 1995 Stock Option Plan and forms of
         incentive and nonqualified stock option  agreements.  (Filed as Exhibit
         10.7 to the  Registration  Statement on Form S-1 filed on June 2, 1995,
         as amended on July 6, 1995 and July 25, 1995 and incorporated herein by
         reference (File No. 33-93020)).

4.8*     Forcenergy  Gas  Exploration,  Inc. 1995  Non-Employee  Director  Stock
         Option Plan and forms of nonqualified stock option agreement. (Filed as
         Exhibit 10.8 to the Registration Statement on Form S-1 filed on June 2,
         1995,  as  amended on July 6, 1995 and July 25,  1995 and  incorporated
         herein by reference (File No. 33-93020)).

4.9*     Amendment  to the  Forcenergy  Inc  1995  Stock  Option  Plan  filed as
         Appendix B to  Schedule  14A filed on April 21,  1997 and  incorporated
         herein by reference.

4.10*    Amendment  to the  Forcenergy  Inc 1995 Stock  Option  Plan.  (Filed as
         Exhibit  10.2 to the  Quarterly  Form on 10-Q filed on November 7, 1996
         and incorporated herein by reference (File No 0-26444)

4.11*    Form of Incentive Stock Option  Agreement  between the Company and Stig
         Wennerstrom  under the 1995 Stock Option Plan.  (Filed as Exhibit 10.28
         to the  Registration  Statement  on Form S-1 filed on June 2, 1995,  as
         amended on July 6, 1995 and July 25,  1995 and  incorporated  herein by
         reference (File No. 33-93020)).

4.12*    Form of Non-Qualified  Stock Option  Agreement  between the Company and
         Stig  Wennerstrom  under the 1995 Stock Option Plan.  (Filed as Exhibit
         10.29 to the Registration  Statement on Form S-1 filed on June 2, 1995,
         as amended on July 6, 1995 and July 25, 1995 and incorporated herein by
         reference (File No. 33-93020)).

4.13*    Form of Incentive Stock Option  Agreement  between the and its officers
         and directors  excluding Stig  Wennerstrom  under the 1995 Stock Option
         Plan or the 1995 Non-Employee Director Plan. (Filed as Exhibit 10.30 to
         the  Registration  Statement  on Form  S-1  filed on June 2,  1995,  as
         amended on July 6, 1995 and July 25,  1995 and  incorporated  herein by
         reference (File No. 33-93020)).

4.14*    Form of Non-Qualified  Stock Option  Agreement  between the Company and
         its officers and directors  excluding Stig  Wennerstrom  under the 1995
         Stock Option Plan or the 1995  Non-Employee  Director  Plan.  (Filed as
         Exhibit 10.31 to the  Registration  Statement on Form S-1 filed on June
         2, 1995, as amended on July 6, 1995 and July 25, 1995 and  incorporated
         herein by reference (File No. 33-93020).

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

23.1     Consent of Andrews & Kurth  L.L.P.  (included  in the opinion  filed as
         Exhibit 5.1 to this Registration Statement).

23.2     Consent of Coopers & Lybrand L.L.P.

23.3     Consent of Netherland, Sewell & Associates, Inc.

23.4     Consent of Collarini Engineering Inc.

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

*  Incorporated herein by reference.

                                      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  Miami,  State of  Florida,  on the 8th day of June,
1998.

                                            FORCENERGY INC

                                            By:      /s/ E. Joseph Grady
                                                ------------------------------
                                                     E. Joseph Grady
                                                     Vice President and
                                                     Chief Financial Officer

                                POWER OF ATTORNEY

         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 indicated.

         KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  officers
and directors of Forcenergy Inc hereby constitutes and appoints Stig Wennerstrom
and E.  Joseph  Grady,  and each 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 of  1933,  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  Securities and
Exchange   Commission   or  any   regulatory   authority,   granting  unto  such
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
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.
Signature                                      Title                                Date
                    ---------                                      -----                                ----
/s/ Stig Wennerstrom                       Chairman, President and Chief           June 8, 1998
     ----------------------------------------                 Executive Officer         
              Stig Wennerstrom                           (Principal Executive Officer)                          
                                                       

                                                           Vice President and                  June 8, 1998
           /s/ E. Joseph Grady                           Chief Financial Officer
     ----------------------------------------           (Principal Financial and
               E. Joseph Grady                             Accounting Officer)

                                                               
            /s/ Bruce L. Burnham                                Director                       June 8, 1998
    ----------------------------------------
              Bruce L. Burnham

                                                                
               /s/ Eric Forss                                   Director                       June 8, 1998
    ----------------------------------------
                 Eric Forss

                                                                
              /s/ Robert Issal                                  Director                       June 8, 1998
    ----------------------------------------
                Robert Issal

                                                                
            /s/ Antony T.F. Lundy                              Director                       June 8, 1998
   ----------------------------------------
              Antony T.F. Lundy
II-4
EXHIBIT INDEX

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

4.1*     Amended and Restated  Certificate of Incorporation of the Company dated
         July 25,  1995.  (Filed as Exhibit  3.1 to the  Quarterly  Form on 10-Q
         filed on November 14, 1995 for the nine month period  ending  September
         30, 1995 and  incorporated  herein by reference (File No. 0-26444)) and
         Amendment No. 1 thereto filed with Amendment No. 2 to Form S-1 filed on
         June 6, and incorporated herein by reference (File No. 333-4600).

4.2*     Bylaws  of the  Company.  (Filed  as  Exhibit  3.2 to the  Registration
         Statement on Form S-1 filed on June 2, 1995, as amended on July 6, 1995
         and July 25,  1995 and  incorporated  herein  by  reference  (File  No.
         33-93020)).

4.3*     Specimen  Common  Stock  certificate.  (Filed  as  Exhibit  4.1  to the
         Registration  Statement on Form S-1 on June 2, 1995, as amended on July
         6, 1995 and July 25, 1995 and  incorporated  herein by reference  (File
         No. 33-93020)).

4.4*     Rights  Agreement,  dated as of November 26, 1997,  between the Company
         and  American  Stock  Transfer  &  Trust  Company,   as  Rights  Agent,
         specifying  the terms of the Rights,  including the form of Certificate
         of Designation of Junior  Participating  Preferred  Stock as Exhibit A,
         the form of Right  Certificate as Exhibit B and the form of the Summary
         of Rights to  Purchase  Preferred  Shares as  Exhibit C.  (Included  as
         Exhibit  2 to the  Company's  Form 8-A  filed  with the  Commission  on
         December  9,  1997 and  incorporated  herein  by  reference  (File  No.
         1-13095)).

4.5*     Form of Certificate of  Designation of Junior  Participating  Preferred
         Stock  setting  forth the terms of the Junior  Participating  Preferred
         Stock,  par  value  $.01  per  share.  (Included  as  Exhibit  2 to the
         Company's  Form 8-A filed with the  Commission on December 10, 1997 and
         incorporated herein by reference (File No. 1-13095)).

4.6*     Forcenergy  Gas  Exploration,  Inc. 1993 Stock Option Plan for Officers
         and Key Employees and forms of incentive and nonqualified  stock option
         agreements.  (Filed as Exhibit  10.6 to the  Registration  Statement on
         Form S-1 filed on June 2, 1995, as amended on July 6, 1995 and July 25,
         1995 and incorporated herein by reference (File No. 33-93020)).

4.7*     Forcenergy  Gas  Exploration,  Inc. 1995 Stock Option Plan and forms of
         incentive and nonqualified stock option  agreements.  (Filed as Exhibit
         10.7 to the  Registration  Statement on Form S-1 filed on June 2, 1995,
         as amended on July 6, 1995 and July 25, 1995 and incorporated herein by
         reference (File No. 33-93020)).

4.8*     Forcenergy  Gas  Exploration,  Inc. 1995  Non-Employee  Director  Stock
         Option Plan and forms of nonqualified stock option agreement. (Filed as
         Exhibit 10.8 to the Registration Statement on Form S-1 filed on June 2,
         1995,  as  amended on July 6, 1995 and July 25,  1995 and  incorporated
         herein by reference (File No. 33-93020)).

4.9*     Amendment  to the  Forcenergy  Inc  1995  Stock  Option  Plan  filed as
         Appendix B to  Schedule  14A filed on April 21,  1997 and  incorporated
         herein by reference.

4.10*    Amendment  to the  Forcenergy  Inc 1995 Stock  Option  Plan.  (Filed as
         Exhibit  10.2 to the  Quarterly  Form on 10-Q filed on November 7, 1996
         and incorporated herein by reference (File No 0-26444)

4.11*    Form of Incentive Stock Option  Agreement  between the Company and Stig
         Wennerstrom  under the 1995 Stock Option Plan.  (Filed as Exhibit 10.28
         to the  Registration  Statement  on Form S-1 filed on June 2, 1995,  as
         amended on July 6, 1995 and July 25,  1995 and  incorporated  herein by
         reference (File No. 33-93020)).

4.12*    Form of Non-Qualified  Stock Option  Agreement  between the Company and
         Stig  Wennerstrom  under the 1995 Stock Option Plan.  (Filed as Exhibit
         10.29 to the Registration  Statement on Form S-1 filed on June 2, 1995,
         as amended on July 6, 1995 and July 25, 1995 and incorporated herein by
         reference (File No. 33-93020)).
4.13*    Form of Incentive Stock Option  Agreement  between the and its officers
         and directors  excluding Stig  Wennerstrom  under the 1995 Stock Option
         Plan or the 1995 Non-Employee Director Plan. (Filed as Exhibit 10.30 to
         the  Registration  Statement  on Form  S-1  filed on June 2,  1995,  as
         amended on July 6, 1995 and July 25,  1995 and  incorporated  herein by
         reference (File No. 33-93020)).

4.14*    Form of Non-Qualified  Stock Option  Agreement  between the Company and
         its officers and directors  excluding Stig  Wennerstrom  under the 1995
         Stock Option Plan or the 1995  Non-Employee  Director  Plan.  (Filed as
         Exhibit 10.31 to the  Registration  Statement on Form S-1 filed on June
         2, 1995, as amended on July 6, 1995 and July 25, 1995 and  incorporated
         herein by reference (File No. 33-93020).

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

23.1     Consent of Andrews & Kurth  L.L.P.  (included  in the opinion  filed as
         Exhibit 5.1 to this Registration Statement).

23.2     Consent of Coopers & Lybrand L.L.P.

23.3     Consent of Netherland, Sewell & Associates, Inc.

23.4     Consent of Collarini Engineering Inc.

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

*  Incorporated herein by reference.