<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2001
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________

                             PETROCORP INCORPORATED
             (Exact name of Registrant as specified in its charter)

            TEXAS                                     76-0380430
  (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)               Identification Number)

           6733 SOUTH YALE                              74136
           TULSA, OKLAHOMA                            (Zip Code)
(Address of Principal Executive Offices)

   SOUTHERN MINERAL CORPORATION 1995 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

                    SOUTHERN MINERAL 1996 STOCK OPTION PLAN

                    SOUTHERN MINERAL 1997 STOCK OPTION PLAN

   SOUTHERN MINERAL CORPORATION 1997 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

           OPTION AGREEMENT WITH STEVEN MIKEL DATED DECEMBER 31, 1994

                           (Full title of the plans)


                              GARY R. CHRISTOPHER
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                7633 SOUTH YALE
                             TULSA, OKLAHOMA 74136
                   (Name and address, including zip code, and
                     telephone number of agent for service)

                                With Copies to:

                               TAMARA R. WAGMAN
                           FREDERIC DORWART, LAWYERS
                                 OLD CITY HALL
                               124 E. 4TH STREET
                             TULSA, OKLAHOMA 74103
                                (918) 583-9958

                             ______________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
                                                                      PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
                TITLE OF SECURITIES                    AMOUNT TO BE    OFFERING PRICE    AGGREGATE OFFERING   REGISTRATION
                  TO BE REGISTERED                      REGISTERED       PER SHARE             PRICE              FEE
--------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>                <C>                  <C>
Common Stock, $0.01 par value.......................        330,393             $10.38            3,429,479           $858
==========================================================================================================================
</TABLE>
(1)  Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
     amended based on the average of the high and low sale prices per share of
     PetroCorp common stock on AMEX on June 5, 2001.

                             ______________________

================================================================================
<PAGE>

                             INTRODUCTORY STATEMENT

  On June 6, 2001, Southern Mineral Corporation merged into PetroCorp
Acquisition Company, a wholly owned subsidiary of PetroCorp Incorporated.
Pursuant to the merger agreement, PetroCorp Incorporated assumed the stock
option plans of Southern Mineral, and each unexpired and unexercised outstanding
option to purchase Southern Mineral common stock was automatically converted
into an option to purchase that number of shares of PetroCorp common stock
obtained by multiplying the number of shares of Southern Mineral common stock
issuable upon exercise of such option by .471, at an exercise price per share of
PetroCorp common stock equal to the per share exercise price of such Southern
Mineral stock option divided by .471.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  The information called for in Part I of Form S-8 is not being filed with or
included in this Registration Statement (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by PetroCorp or Southern Mineral prior to
the merger with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this registration statement:

(a)  PetroCorp's Annual Report on Form 10-K/A filed with the Commission on March
     27, 2001 for the fiscal year ended December 31, 2000;

(b)  PetroCorp's Quarterly Report on Form 10-Q filed with the Commission on May
     9, 2001 for the quarterly period ended March 31, 2001;

(c)  The description of common stock in PetroCorp Incorporated's Registration
     Statement on Form S-1 (Registration No. 33-36972) initially filed August
     26, 1993 and any amendment or report filed for purpose of updating such
     descriptions; and

(d)  PetroCorp's Proxy Statement filed with the Commission on May 29, 2001,
     relative to the annual meeting of shareholders to be held on June 28, 2001.

          In addition, all documents subsequently filed by PetroCorp pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment to this registration
statement that indicates that all securities offered hereby have been sold or
that deregisters all 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 of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein modifies or supersedes such
statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

                                       1
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       PetroCorp's Restated Articles of Incorporation and bylaws provide that
the liability of the directors for monetary damages shall be limited to the
fullest extent permissible under Texas law. Texas law and PetroCorp's Restated
Articles of Incorporation and bylaws provide PetroCorp with broad powers and
authority to indemnify its directors and officers and to purchase and maintain
insurance for such purposes. Pursuant to such authority, PetroCorp has purchased
insurance against certain costs of indemnification of its officers and
directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number  Description of Exhibits
------  -----------------------

 3.1    Amended and Restated Articles of Incorporation of PetroCorp
        Incorporated. Incorporated by reference to Exhibit 3.2 to the
        Registration Statement.

 3.2    Amended and Restated Bylaws of PetroCorp Incorporated. Incorporated by
        reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
        for the quarterly period ended June 30, 1996, filed August 14, 1996,
        file no. 000-22650.

 4.1    Statement of Designations, Preferences, Limitations and Relative Rights
        of Its Series A Junior Participating Preferred Stock Incorporated by
        reference to Exhibit 3.1 to the Company's Form 8-K, filed November 20,
        1998, file no. 001-14459.

 4.2    Rights Agreement dated as of November 12, 1998, between PetroCorp
        Incorporated and First Union National Bank, as Rights Agent.
        Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K,
        filed November 20, 1998, file no. 001-14459.

 4.3    Form of Right Certificate. Incorporated by reference to Exhibit 4.2 to
        the Company's Form 8-K, filed November 20, 1998, file no. 001-14459.

 4.4    Specimen certificate for shares of Common Stock. Incorporated by
        reference to Exhibit 4.1 to the Registration Statement.

 4.5    Note Purchase Agreement, dated July 29, 1993, among PetroCorp
        Incorporated, United States Fidelity and Guaranty Company, Connecticut
        General Life Insurance Company, Indiana Insurance Company, Security Life
        of Denver Insurance Company, Southland Life Insurance Company Life
        Insurance Company of Georgia and Life Insurance Company of North
        America. Incorporated by reference to Exhibit 4.2 to the Registration
        Statement.

 4.6    Southern Mineral Corporation 1995 Non-Employee Director Compensation
        Plan (incorporated by reference to Exhibit (k) to the Southern Mineral's
        annual report on Form 10-K dated December 31, 1994 (Commission File No.
        0-8043));

 4.7    1996 Stock Option Plan (incorporated by reference to Exhibit 10.10 to
        Southern Mineral's Form 10-KSB dated December 31, 1995 (Commission File
        No. 0-8043)).

 4.8    1997 Stock Option Plan (incorporated by reference to Southern Mineral's
        Form S-8, filed April 28, 1998, Registration No. 333-512 (Commission
        File No. 333-420450)).

 4.9    1997 Non-Employee Director Compensation Plan (incorporated by reference
        to Southern Mineral's Form S-8, filed April 28, Registration No. 333-512
        (Commission File No. 333-26001).

 4.10   Stock Option Agreement made as of December 31, 1994 between Southern
        Mineral Corporation and Steven H. Mikel (incorporated by reference to
        Exhibit (h) to the Company's annual report on Form 10-K for year ended
        December 31, 1994 (Commission File No. 0-8043)).

 5.1*   Opinion of Frederic Dorwart, Lawyers regarding the legality of the
        securities.

23.1*   Consent of PricewaterhouseCoopers LLP.

23.2*   Consent of Huddleston & Co., Inc.

24.1*   Powers of Attorney (included on signature page)
_____________
*filed herewith

                                       2
<PAGE>

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;

              (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 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, Form S-8 or Form F-3 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
Exchange Act that are incorporated by reference in the registration statement.

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

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

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tulsa, State of Oklahoma, on June 6, 2001.

                              PETROCORP INCORPORATED



                              By: /s/ Gary R. Christopher
                                  ----------------------------------------------
                                  Gary R. Christopher, President &
                                  Chief Executive Officer

      The undersigned directors and officers of PetroCorp hereby constitute
and appoint Gary R. Christoper and Steve R. Berlin with full power to act
without the other and with full power of substitution, our true and lawful
attorneys-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto and other documents in
connection therewith with the Commission and hereby ratify and confirm all that
such attorneys-in-fact, or either of them, or their substitutes shall lawfully
do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities indicated on June 6, 2001.




      Signature                     Title                          Date
      ---------                     -----                          ----


/s/ Gary R. Christopher         President, Chief Executive       June 6, 2001
----------------------------     Officer and Director
    Gary R. Christopher

/s/ Steven R. Berlin            Chief Financial Officer,         June 6, 2001
----------------------------     Secretary and Treasurer
    Steven R. Berlin

/s/ Steven E. Amos              Corporate Controller             June 6, 2001
----------------------------
    Steven E. Amos

                                Director                         June 6, 2001
----------------------------
    Thomas N. Amonett

/s/ Mark W. Files               Director                         June 6, 2001
----------------------------
    Mark W. Files

                                       4
<PAGE>

      Signature                     Title                          Date
      ---------                     -----                          ----

/s/ W. Neil McBean              Director                        June 6, 2001
----------------------------
    W. Neil McBean

/s/ Stephen M. McGrath          Director                        June 6, 2001
----------------------------
    Stephen M. McGrath

                                Director                        June 6, 2001
----------------------------
    Lealon L. Sargent

                                Director                        June 6, 2001
----------------------------
    Robert C. Thomas

                                       5
<PAGE>

                               INDEX TO EXHIBITS


Exhibit
Number    Description of Exhibits
------    -----------------------

 3.3      Amended and Restated Articles of Incorporation of PetroCorp
          Incorporated. Incorporated by reference to Exhibit 3.2 to the
          Registration Statement.

 3.4      Amended and Restated Bylaws of PetroCorp Incorporated. Incorporated by
          reference to Exhibit 3.2 to the Company's Quarterly Report on Form
          10-Q for the quarterly period ended June 30, 1996, filed August 14,
          1996, file no. 000-22650.

 4.1      Statement of Designations, Preferences, Limitations and Relative
          Rights of Its Series A Junior Participating Preferred Stock
          Incorporated by reference to Exhibit 3.1 to the Company's Form 8-K,
          filed November 20, 1998, file no. 001-14459.

 4.2      Rights Agreement dated as of November 12, 1998, between PetroCorp
          Incorporated and First Union National Bank, as Rights Agent.
          Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K,
          filed November 20, 1998, file no. 001-14459.

 4.3      Form of Right Certificate. Incorporated by reference to Exhibit 4.2 to
          the Company's Form 8-K, filed November 20, 1998, file no. 001-14459.

 4.4      Specimen certificate for shares of Common Stock. Incorporated by
          reference to Exhibit 4.1 to the Registration Statement.

 4.5      Note Purchase Agreement, dated July 29, 1993, among PetroCorp
          Incorporated, United States Fidelity and Guaranty Company, Connecticut
          General Life Insurance Company, Indiana Insurance Company, Security
          Life of Denver Insurance Company, Southland Life Insurance Company
          Life Insurance Company of Georgia and Life Insurance Company of North
          America. Incorporated by reference to Exhibit 4.2 to the Registration
          Statement.

 4.6      Southern Mineral Corporation 1995 Non-Employee Director Compensation
          Plan (incorporated by reference to Exhibit (k) to the Southern
          Mineral's annual report on Form 10-K dated December 31, 1994
          (Commission File No. 0-8043));

 4.7      1996 Stock Option Plan (incorporated by reference to Exhibit 10.10 to
          Southern Mineral's Form 10-KSB dated December 31, 1995 (Commission
          File No. 0-8043)).

 4.8      1997 Stock Option Plan (incorporated by reference to Southern
          Mineral's Form S-8, filed April 28, 1998, Registration No. 333-512
          (Commission File No. 333-420450)).

 4.9      1997 Non-Employee Director Compensation Plan (incorporated by
          reference to Southern Mineral's Form S-8, filed April 28, Registration
          No. 333-512 (Commission File No. 333-26001).

 4.10     Stock Option Agreement made as of December 31, 1994 between Southern
          Mineral Corporation and Steven H. Mikel (incorporated by reference to
          Exhibit (h) to the Company's annual report on Form 10-K for year ended
          December 31, 1994 (Commission File No. 0-8043)).

 5.1*     Opinion of Frederic Dorwart, Lawyers regarding the legality of the
          securities.

23.1*     Consent of PricewaterhouseCoopers LLP.

23.2*     Consent of Huddleston & Co., Inc.

24.1*     Powers of Attorney (included on signature page)

---------------
*filed herewith
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21651}]
{"company-data": {"conformed-name": "PETROCORP INC", "cik": "0000911359", "assigned-sic": "1311", "irs-number": "760380430", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62426", "film-number": "1655376"}, "business-address": {"street1": "6733 SOUTH YALE", "city": "TULSA", "state": "OK", "zip": "74136-2391", "phone": "7138752500"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2001
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________

                             PETROCORP INCORPORATED
             (Exact name of Registrant as specified in its charter)

            TEXAS                                     76-0380430
  (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)               Identification Number)

           6733 SOUTH YALE                              74136
           TULSA, OKLAHOMA                            (Zip Code)
(Address of Principal Executive Offices)

   SOUTHERN MINERAL CORPORATION 1995 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

                    SOUTHERN MINERAL 1996 STOCK OPTION PLAN

                    SOUTHERN MINERAL 1997 STOCK OPTION PLAN

   SOUTHERN MINERAL CORPORATION 1997 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

           OPTION AGREEMENT WITH STEVEN MIKEL DATED DECEMBER 31, 1994

                           (Full title of the plans)

                              GARY R. CHRISTOPHER
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                7633 SOUTH YALE
                             TULSA, OKLAHOMA 74136
                   (Name and address, including zip code, and
                     telephone number of agent for service)

                                With Copies to:

                               TAMARA R. WAGMAN
                           FREDERIC DORWART, LAWYERS
                                 OLD CITY HALL
                               124 E. 4TH STREET
                             TULSA, OKLAHOMA 74103
                                (918) 583-9958

                             ______________________

                        CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                                      PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
                TITLE OF SECURITIES                    AMOUNT TO BE    OFFERING PRICE    AGGREGATE OFFERING   REGISTRATION
                  TO BE REGISTERED                      REGISTERED       PER SHARE             PRICE              FEE
--------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value.......................        330,393             $10.38            3,429,479           $858
==========================================================================================================================
(1)  Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
     amended based on the average of the high and low sale prices per share of
     PetroCorp common stock on AMEX on June 5, 2001.

                             ______________________

================================================================================
INTRODUCTORY STATEMENT

  On June 6, 2001, Southern Mineral Corporation merged into PetroCorp
Acquisition Company, a wholly owned subsidiary of PetroCorp Incorporated.
Pursuant to the merger agreement, PetroCorp Incorporated assumed the stock
option plans of Southern Mineral, and each unexpired and unexercised outstanding
option to purchase Southern Mineral common stock was automatically converted
into an option to purchase that number of shares of PetroCorp common stock
obtained by multiplying the number of shares of Southern Mineral common stock
issuable upon exercise of such option by .471, at an exercise price per share of
PetroCorp common stock equal to the per share exercise price of such Southern
Mineral stock option divided by .471.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  The information called for in Part I of Form S-8 is not being filed with or
included in this Registration Statement (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by PetroCorp or Southern Mineral prior to
the merger with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this registration statement:

(a)  PetroCorp's Annual Report on Form 10-K/A filed with the Commission on March
     27, 2001 for the fiscal year ended December 31, 2000;

(b)  PetroCorp's Quarterly Report on Form 10-Q filed with the Commission on May
     9, 2001 for the quarterly period ended March 31, 2001;

(c)  The description of common stock in PetroCorp Incorporated's Registration
     Statement on Form S-1 (Registration No. 33-36972) initially filed August
     26, 1993 and any amendment or report filed for purpose of updating such
     descriptions; and

(d)  PetroCorp's Proxy Statement filed with the Commission on May 29, 2001,
     relative to the annual meeting of shareholders to be held on June 28, 2001.

          In addition, all documents subsequently filed by PetroCorp pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment to this registration
statement that indicates that all securities offered hereby have been sold or
that deregisters all 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 of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein modifies or supersedes such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

                                       1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       PetroCorp's Restated Articles of Incorporation and bylaws provide that
the liability of the directors for monetary damages shall be limited to the
fullest extent permissible under Texas law. Texas law and PetroCorp's Restated
Articles of Incorporation and bylaws provide PetroCorp with broad powers and
authority to indemnify its directors and officers and to purchase and maintain
insurance for such purposes. Pursuant to such authority, PetroCorp has purchased
insurance against certain costs of indemnification of its officers and
directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number  Description of Exhibits
------  -----------------------

 3.1    Amended and Restated Articles of Incorporation of PetroCorp
        Incorporated. Incorporated by reference to Exhibit 3.2 to the
        Registration Statement.

 3.2    Amended and Restated Bylaws of PetroCorp Incorporated. Incorporated by
        reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
        for the quarterly period ended June 30, 1996, filed August 14, 1996,
        file no. 000-22650.

 4.1    Statement of Designations, Preferences, Limitations and Relative Rights
        of Its Series A Junior Participating Preferred Stock Incorporated by
        reference to Exhibit 3.1 to the Company's Form 8-K, filed November 20,
        1998, file no. 001-14459.

 4.2    Rights Agreement dated as of November 12, 1998, between PetroCorp
        Incorporated and First Union National Bank, as Rights Agent.
        Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K,
        filed November 20, 1998, file no. 001-14459.

 4.3    Form of Right Certificate. Incorporated by reference to Exhibit 4.2 to
        the Company's Form 8-K, filed November 20, 1998, file no. 001-14459.

 4.4    Specimen certificate for shares of Common Stock. Incorporated by
        reference to Exhibit 4.1 to the Registration Statement.

 4.5    Note Purchase Agreement, dated July 29, 1993, among PetroCorp
        Incorporated, United States Fidelity and Guaranty Company, Connecticut
        General Life Insurance Company, Indiana Insurance Company, Security Life
        of Denver Insurance Company, Southland Life Insurance Company Life
        Insurance Company of Georgia and Life Insurance Company of North
        America. Incorporated by reference to Exhibit 4.2 to the Registration
        Statement.

 4.6    Southern Mineral Corporation 1995 Non-Employee Director Compensation
        Plan (incorporated by reference to Exhibit (k) to the Southern Mineral's
        annual report on Form 10-K dated December 31, 1994 (Commission File No.
        0-8043));

 4.7    1996 Stock Option Plan (incorporated by reference to Exhibit 10.10 to
        Southern Mineral's Form 10-KSB dated December 31, 1995 (Commission File
        No. 0-8043)).

 4.8    1997 Stock Option Plan (incorporated by reference to Southern Mineral's
        Form S-8, filed April 28, 1998, Registration No. 333-512 (Commission
        File No. 333-420450)).

 4.9    1997 Non-Employee Director Compensation Plan (incorporated by reference
        to Southern Mineral's Form S-8, filed April 28, Registration No. 333-512
        (Commission File No. 333-26001).

 4.10   Stock Option Agreement made as of December 31, 1994 between Southern
        Mineral Corporation and Steven H. Mikel (incorporated by reference to
        Exhibit (h) to the Company's annual report on Form 10-K for year ended
        December 31, 1994 (Commission File No. 0-8043)).

 5.1*   Opinion of Frederic Dorwart, Lawyers regarding the legality of the
        securities.

23.1*   Consent of PricewaterhouseCoopers LLP.

23.2*   Consent of Huddleston & Co., Inc.

24.1*   Powers of Attorney (included on signature page)
_____________
*filed herewith

                                       2
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;

              (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 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, Form S-8 or Form F-3 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
Exchange Act that are incorporated by reference in the registration statement.

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

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

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tulsa, State of Oklahoma, on June 6, 2001.

                              PETROCORP INCORPORATED

                              By: /s/ Gary R. Christopher
                                  ----------------------------------------------
                                  Gary R. Christopher, President &
                                  Chief Executive Officer

      The undersigned directors and officers of PetroCorp hereby constitute
and appoint Gary R. Christoper and Steve R. Berlin with full power to act
without the other and with full power of substitution, our true and lawful
attorneys-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto and other documents in
connection therewith with the Commission and hereby ratify and confirm all that
such attorneys-in-fact, or either of them, or their substitutes shall lawfully
do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities indicated on June 6, 2001.

      Signature                     Title                          Date
      ---------                     -----                          ----

/s/ Gary R. Christopher         President, Chief Executive       June 6, 2001
----------------------------     Officer and Director
    Gary R. Christopher

/s/ Steven R. Berlin            Chief Financial Officer,         June 6, 2001
----------------------------     Secretary and Treasurer
    Steven R. Berlin

/s/ Steven E. Amos              Corporate Controller             June 6, 2001
----------------------------
    Steven E. Amos

                                Director                         June 6, 2001
----------------------------
    Thomas N. Amonett

/s/ Mark W. Files               Director                         June 6, 2001
----------------------------
    Mark W. Files

                                       4
Signature                     Title                          Date
      ---------                     -----                          ----

/s/ W. Neil McBean              Director                        June 6, 2001
----------------------------
    W. Neil McBean

/s/ Stephen M. McGrath          Director                        June 6, 2001
----------------------------
    Stephen M. McGrath

                                Director                        June 6, 2001
----------------------------
    Lealon L. Sargent

                                Director                        June 6, 2001
----------------------------
    Robert C. Thomas

                                       5
INDEX TO EXHIBITS

Exhibit
Number    Description of Exhibits
------    -----------------------

 3.3      Amended and Restated Articles of Incorporation of PetroCorp
          Incorporated. Incorporated by reference to Exhibit 3.2 to the
          Registration Statement.

 3.4      Amended and Restated Bylaws of PetroCorp Incorporated. Incorporated by
          reference to Exhibit 3.2 to the Company's Quarterly Report on Form
          10-Q for the quarterly period ended June 30, 1996, filed August 14,
          1996, file no. 000-22650.

 4.1      Statement of Designations, Preferences, Limitations and Relative
          Rights of Its Series A Junior Participating Preferred Stock
          Incorporated by reference to Exhibit 3.1 to the Company's Form 8-K,
          filed November 20, 1998, file no. 001-14459.

 4.2      Rights Agreement dated as of November 12, 1998, between PetroCorp
          Incorporated and First Union National Bank, as Rights Agent.
          Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K,
          filed November 20, 1998, file no. 001-14459.

 4.3      Form of Right Certificate. Incorporated by reference to Exhibit 4.2 to
          the Company's Form 8-K, filed November 20, 1998, file no. 001-14459.

 4.4      Specimen certificate for shares of Common Stock. Incorporated by
          reference to Exhibit 4.1 to the Registration Statement.

 4.5      Note Purchase Agreement, dated July 29, 1993, among PetroCorp
          Incorporated, United States Fidelity and Guaranty Company, Connecticut
          General Life Insurance Company, Indiana Insurance Company, Security
          Life of Denver Insurance Company, Southland Life Insurance Company
          Life Insurance Company of Georgia and Life Insurance Company of North
          America. Incorporated by reference to Exhibit 4.2 to the Registration
          Statement.

 4.6      Southern Mineral Corporation 1995 Non-Employee Director Compensation
          Plan (incorporated by reference to Exhibit (k) to the Southern
          Mineral's annual report on Form 10-K dated December 31, 1994
          (Commission File No. 0-8043));

 4.7      1996 Stock Option Plan (incorporated by reference to Exhibit 10.10 to
          Southern Mineral's Form 10-KSB dated December 31, 1995 (Commission
          File No. 0-8043)).

 4.8      1997 Stock Option Plan (incorporated by reference to Southern
          Mineral's Form S-8, filed April 28, 1998, Registration No. 333-512
          (Commission File No. 333-420450)).

 4.9      1997 Non-Employee Director Compensation Plan (incorporated by
          reference to Southern Mineral's Form S-8, filed April 28, Registration
          No. 333-512 (Commission File No. 333-26001).

 4.10     Stock Option Agreement made as of December 31, 1994 between Southern
          Mineral Corporation and Steven H. Mikel (incorporated by reference to
          Exhibit (h) to the Company's annual report on Form 10-K for year ended
          December 31, 1994 (Commission File No. 0-8043)).

 5.1*     Opinion of Frederic Dorwart, Lawyers regarding the legality of the
          securities.

23.1*     Consent of PricewaterhouseCoopers LLP.

23.2*     Consent of Huddleston & Co., Inc.

24.1*     Powers of Attorney (included on signature page)

---------------
*filed herewith