<PAGE>
 
     As filed with the Securities and Exchange Commission on May 18, 1998.

                                                      REGISTRATION NO. 333-_____

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

                      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)

<TABLE>
<CAPTION>
<S>                                              <C>                                         <C>
                                             16800 Greenspoint Park Drive
          Texas                                Suite 300, North Atrium                  74-0380430
 (State or other jurisdiction)                   Houston, Texas  77060                (I.R.S. Employer
of incorporation or organization)      (Address of principal executive offices)      Identification No.)
                                                       (Zip Code)
</TABLE>

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

                            PETROCORP INCORPORATED
                 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                           (Full title of the plan)

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

                               Craig K. Townsend
                            Vice President-Finance
                            PetroCorp Incorporated
                         16800 Greenspoint Park Drive
                            Suite 300, North Atrium
                             Houston, Texas  77060
                    (Name and address of agent for service)

                                (281) 875-2500
         (Telephone number, including area code, of agent for service)

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

                                   Copy to:
                              John B. Clutterbuck
                     Mayor, Day, Caldwell & Keeton, L.L.P.
                           700 Louisiana, Suite 1900
                             Houston, Texas  77002
                                (713) 225-7102

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
                                                                 PROPOSED MAXIMUM        PROPOSED MAXIMUM 
          TITLE OF                       AMOUNT TO BE             OFFERING PRICE            AGGREGATE             AMOUNT OF 
SECURITIES TO BE REGISTERED               REGISTERED               PER SHARE(1)          OFFERING PRICE(1)     REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                    <C>                      <C>                   <C>
Common Stock,                            75,000 shares               $8.50                   $637,500.00             $189.00
par value $.01 per share
===================================================================================================================================
</TABLE>
(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).

================================================================================
<PAGE>
 
                                     PART I
                                        

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
                                        
ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
     Note to Part I of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

          (a) The Annual Report of PetroCorp Incorporated (the "Company" or the
     "Registrant") on Form 10-K for the year ended December 31, 1997 ("1997 Form
     10-K");

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
     fiscal year covered by the document referred to in (a) above; and

          (c) The description of the Company's common stock contained in the
     registration statement pursuant to which the Company's shares of common
     stock were registered under Section 12 of the Exchange Act, and any
     amendments or reports filed for the purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES

          Not applicable.
<PAGE>
 
ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

          The legality of the common stock offered hereby is being passed upon
for the Company by Mayor, Day, Caldwell & Keeton, L.L.P., 700 Louisiana, Suite
1900, Houston, Texas 77002.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Company's Restated Articles of Incorporation provide that the
liability of the directors for monetary damages shall be limited to the fullest
extent permissible under Texas law.

          Section 7.06 of the Texas Miscellaneous Corporation Laws Act does not
eliminate or limit the liability of a director for:

          (1) a breach of the director's duty of loyalty to the corporation or
     its shareholders or members;

          (2) an act or omission not in good faith that constitutes a breach of
     duty of the director to the corporation or an act or omission that involves
     intentional misconduct or a knowing violation of the law;

          (3) a transaction from which the director received an improper
     benefit, whether or not the benefit resulted from an action taken within
     the scope of the director's office; or

          (4) an act or omission for which the liability of a director is
     expressly provided by an applicable statute.

          The Company's Bylaws provide that the Company will indemnify its
officers and directors to the fullest extent possible under Texas law.  Article
2.02-1 of the Texas Business Corporation Act provides as follows:

          A. In this article:

          (1) "Corporation" includes any domestic or foreign predecessor entity
     of the corporation in a merger, conversion, or other transaction in which
     some or all of the liabilities of the predecessor are transferred to the
     corporation by operation of law and in any other transaction in which the
     corporation assumes the liabilities of the predecessor but does not
     specifically exclude liabilities that are the subject matter of this
     article.

          (2) "Director" means any person who is or was a director of the
     corporation and any person who, while a director of the corporation, is or
     was serving at the request of the corporation as a director, officer,
     partner, venturer, proprietor, trustee, employee, agent, or similar
     functionary of another foreign or domestic corporation, employee benefit
     plan, other enterprise, or other entity.

                                       2
<PAGE>
 
          (3) "Expenses" include court costs and attorneys' fees.

          (4)  "Official capacity" means:

          (a) when used with respect to a director, the office of director in
     the corporation, and

          (b) when used with respect to a person other than a director, the
     elective or appointive office in the corporation held by the officer or the
     employment or agency relationship undertaken by the employee or agent in
     behalf of the corporation, but

          (c) in both Paragraphs (a) and (b) does not include service for any
     other foreign or domestic corporation or any employee benefit plan, other
     enterprise, or other entity.

          (5) "Proceeding" means any threatened, pending, or completed action,
     suit, or proceeding, whether civil, criminal, administrative, arbitrative,
     or investigative, any appeal in such an action, suit, or proceeding, and
     any inquiry or investigation that could lead to such an action, suit, or
     proceeding.

          B.  A corporation may indemnify a person who was, is, or is threatened
     to be made a named defendant or respondent in a proceeding because the
     person is or was a director only if it is determined in accordance with
     Section F of this article that the person:

          (1) conducted himself in good faith;

          (2)  reasonably believed:

          (a) in the case of conduct in his official capacity as a director of
     the corporation, that his conduct was in the corporation's best interests;
     and

          (b) in all other cases, that his conduct was at least not opposed to
     the corporation's best interests; and

          (3) in the case of any criminal proceeding, had no reasonable cause to
     believe his conduct was unlawful.

          C.  Except to the extent permitted by Section E of this article, a
     director may not be indemnified under Section B of this article in respect
     of a proceeding:

          (1) in which the person is found liable on the basis that personal
     benefit was improperly received by him, whether or not the benefit resulted
     from an action taken in the person's official capacity; or

          (2) in which the person is found liable to the corporation.

          D.  The termination of a proceeding by judgment, order, settlement, or
     conviction, or on a plea of nolo contendere or its equivalent is not of
     itself determinative that the person did not meet the requirements set
     forth in Section B of this article.  A person shall be deemed to have been
     found liable in respect of any claim, issue or matter only after the person
     shall have been so adjudged by a court of competent jurisdiction after
     exhaustion of all appeals therefrom.

          E.  A person may be indemnified under Section B of this article
     against judgments, penalties (including excise and similar taxes), fines,
     settlements, and reasonable expenses actually incurred by the person in
     connection with the proceeding; but if the person is found liable to the
     corporation or is found liable on the basis that personal benefit was
     improperly received by the person, the indemnification (1) is limited to
     reasonable expenses actually incurred by the person in connection with the
     proceeding and (2) shall not be made in respect of any proceeding in which
     the person shall have 

                                       3
<PAGE>
 
     been found liable for willful or intentional misconduct in the performance
     of his duty to the corporation.

          F.  A determination of indemnification under Section B of this article
     must be made:

          (1) by a majority vote of a quorum consisting of directors who at the
     time of the vote are not named defendants or respondents in the proceeding;

          (2) if such a quorum cannot be obtained, by a majority vote of a
     committee of the board of directors, designated to act in the matter by a
     majority vote of all directors, consisting solely of two or more directors
     who at the time of the vote are not named defendants or respondents in the
     proceeding;

          (3) by special legal counsel selected by the board of directors or a
     committee of the board by vote as set forth in Subsection (1) or (2) of
     this section, or, if such a quorum cannot be obtained and such a committee
     cannot be established, by a majority vote of all directors; or

          (4) by the shareholders in a vote that excludes the shares held by
     directors who are named defendants or respondents in the proceeding.

          G.  Authorization of indemnification and determination as to
     reasonableness of expenses must be made in the same manner as the
     determination that indemnification is permissible, except that if the
     determination that indemnification is permissible is made by special legal
     counsel, authorization of indemnification and determination as to
     reasonableness of expenses must be made in the manner specified by
     Subsection (3) of Section F of this article for the selection of special
     legal counsel.  A provision contained in the articles of incorporation, the
     bylaws, a resolution of shareholders or directors, or an agreement that
     makes mandatory the indemnification permitted under Section B of this
     article shall be deemed to constitute authorization of indemnification in
     the manner required by this section even though such provision may not have
     been adopted or authorized in the same manner as the determination that
     indemnification is permissible.

          H.  A corporation shall indemnify a director against reasonable
     expenses incurred by him in connection with a proceeding in which he is a
     named defendant or respondent because he is or was a director if he has
     been wholly successful, on the merits or otherwise, in the defense of the
     proceeding.

          I.  If, in a suit for the indemnification required by Section H of
     this article, a court of competent jurisdiction determines that the
     director is entitled to indemnification under that section, the court shall
     order indemnification and shall award to the director the expenses incurred
     in securing the indemnification.

          J.  If, upon application of a director, a court of competent
     jurisdiction determines, after giving any notice the court considers
     necessary, that the director is fairly and reasonably entitled to
     indemnification in view of all the relevant circumstances, whether or not
     he has met the requirements set forth in Section B of this article or has
     been found liable in the circumstances described by Section C of this
     article, the court may order the indemnification that the court determines
     is proper and equitable; but if the person is found liable to the
     corporation or is found liable on the basis that personal benefit was
     improperly received by the person, the indemnification shall be limited to
     reasonable expenses actually incurred by the person in connection with the
     proceeding.

          K.  Reasonable expenses incurred by a director who was, is, or is
     threatened to be made a named defendant or respondent in a proceeding may
     be paid or reimbursed by 

                                       4
<PAGE>
 
     the corporation, in advance of the final disposition of the proceeding and
     without the determination specified in Section F of this article or the
     authorization or determination specified in Section G of this article,
     after the corporation receives a written affirmation by the director of his
     good faith belief that he has met the standard of conduct necessary for
     indemnification under this article and a written undertaking by or on
     behalf of the director to repay the amount paid or reimbursed if it is
     ultimately determined that he has not met that standard or if it is
     ultimately determined that indemnification of the director against expenses
     incurred by him in connection with that proceeding is prohibited by Section
     E of this article. A provision contained in the articles of incorporation,
     the bylaws, a resolution of shareholders or directors, or an agreement that
     makes mandatory the payment or reimbursement permitted under this section
     shall be deemed to constitute authorization of that payment or
     reimbursement.

          L.  The written undertaking required by Section K of this article must
     be an unlimited general obligation of the director but need not be secured.
     It may be accepted without reference to financial ability to make
     repayment.

          M.  A provision for a corporation to indemnify or to advance expenses
     to a director who was, is, or is threatened to be made a named defendant or
     respondent in a proceeding, whether contained in the articles of
     incorporation, the bylaws, a resolution of shareholders or directors, an
     agreement, or otherwise, except in accordance with Section R of this
     article, is valid only to the extent it is consistent with this article as
     limited by the articles of incorporation, if such a limitation exists.

          N.  Notwithstanding any other provision of this article, a corporation
     may pay or reimburse expenses incurred by a director in connection with his
     appearance as a witness or other participation in a proceeding at a time
     when he is not a named defendant or respondent in the proceeding.

          O.  An officer of the corporation shall be indemnified as, and to the
     same extent, provided by Sections H, I, and J of this article for a
     director and is entitled to seek indemnification under those sections to
     the same extent as a director.  A corporation may indemnify and advance
     expenses to an officer, employee, or agent of the corporation to the same
     extent that it may indemnify and advance expenses to directors under this
     article.

          P.  A corporation may indemnify and advance expenses to persons who
     are not or were not officers, employees, or agents of the corporation but
     who are or were serving at the request of the corporation as a director,
     officer, partner, venturer, proprietor, trustee, employee, agent, or
     similar functionary of another foreign or domestic corporation, employee
     benefit plan, other enterprise, or other entity to the same extent that it
     may indemnify and advance expenses to directors under this article.

          Q.  A corporation may indemnify and advance expenses to an officer,
     employee, agent, or person identified in Section P of this article and who
     is not a director to such further extent, consistent with law, as may be
     provided by its articles of incorporation, bylaws, general or specific
     action of its board of directors, or contract or as permitted or required
     by common law.

          R.  A corporation may purchase and maintain insurance or another
     arrangement on behalf of any person who is or was a director, officer,
     employee, or agent of the corporation or who is or was serving at the
     request of the corporation as a director, officer, partner, venturer,
     proprietor, trustee, employee, agent, or similar functionary of 

                                       5
<PAGE>
 
     another foreign or domestic corporation, employee benefit plan, other
     enterprise, or other entity, against any liability asserted against him and
     incurred by him in such a capacity or arising out of his status as such a
     person, whether or not the corporation would have the power to indemnify
     him against that liability under this article. If the insurance or other
     arrangement is with a person or entity that is not regularly engaged in the
     business of providing insurance coverage, the insurance or arrangement may
     provide for payment of a liability with respect to which the corporation
     would not have the power to indemnify the person only if including coverage
     for the additional liability has been approved by the shareholders of the
     corporation. Without limiting the power of the corporation to procure or
     maintain any kind of insurance or other arrangement, a corporation may, for
     the benefit of persons indemnified by the corporation, (1) create a trust
     fund; (2) establish any form of self-insurance; (3) secure its indemnity
     obligation by grant of a security interest or other lien on the assets of
     the corporation; or (4) establish a letter of credit, guaranty, or surety
     arrangement. The insurance or other arrangement may be procured,
     maintained, or established within the corporation or with any insurer or
     other person deemed appropriate by the board of directors regardless of
     whether all or part of the stock or other securities of the insurer or
     other person are owned in whole or part by the corporation. In the absence
     of fraud, the judgment of the board of directors as to the terms and
     conditions of the insurance or other arrangement and the identity of the
     insurer or other person participating in an arrangement shall be conclusive
     and the insurance or arrangement shall not be voidable and shall not
     subject the directors approving the insurance or arrangement to liability,
     on any ground, regardless of whether directors participating in the
     approval are beneficiaries of the insurance or arrangement.

          S.  Any indemnification of or advance of expenses to a director in
     accordance with this article shall be reported in writing to the
     shareholders with or before the notice or waiver of notice of the next
     shareholders' meeting or with or before the next submission to shareholders
     of a consent to action without a meeting pursuant to Section A, Article
     9.10, of this Act and, in any case, within the 12-month period immediately
     following the date of the indemnification or advance.

          T.  For purposes of this article, the corporation is deemed to have
     requested a director to serve as a trustee, employee, agent, or similar
     functionary of an employee benefit plan whenever the performance by him of
     his duties to the corporation also imposes duties on or otherwise involves
     services by him to the plan or participants or beneficiaries of the plan.
     Excise taxes assessed on a director with respect to an employee benefit
     plan pursuant to applicable law are deemed fines.  Action taken or omitted
     by a director with respect to an employee benefit plan in the performance
     of his duties for a purpose reasonably believed by him to be in the
     interest of the participants and beneficiaries of the plan is deemed to be
     for a purpose which is not opposed to the best interests of the
     corporation.

          U.  The articles of incorporation of a corporation may restrict the
     circumstances under which the corporation is required or permitted to
     indemnify a person under Section H, I, J, O, P, or Q of this article."

          The Company maintains directors' and officers' liability insurance.

                                       6
<PAGE>
 
          Insofar as the indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.  EXHIBITS

          Reference is made to the Exhibit Index which immediately precedes the
exhibits filed with this Registration Statement.

ITEM 9.  UNDERTAKINGS

          The undersigned Registrant hereby undertakes:

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

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933, unless the information required to be included
          in a post-effective amendment is contained in a periodic report filed
          by the Registrant pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act of 1934 which is incorporated by reference in
          this Registration Statement;

               (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, unless the information required to be
          included in a post-effective amendment is contained in a periodic
          report filed by the Registrant pursuant to Section 13 or Section 15(d)
          of the Securities Exchange Act of 1934 which is incorporated by
          reference in this 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 

                                       7
<PAGE>
 
          reflected in the form of prospectus filed with the Commission pursuant
          to Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than a 20% 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.

          (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.

          The undersigned Registrant hereby undertakes that, for the purpose 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 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          See Item 6, "Indemnification of Directors and Officers," for the
undertaking pursuant to Item 512(h) of Regulation S-K.

                                       8
<PAGE>
 
                                   SIGNATURES

          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON MAY 18, 1998.

                                     PETROCORP INCORPORATED


                                     By: /s/ Craig K. Townsend
                                        ----------------------------
                                             Craig K. Townsend
                                             Vice President-Finance,
                                             Secretary and Treasurer

                               POWER OF ATTORNEY

          Each of the undersigned directors and officers of PetroCorp
Incorporated does hereby constitute and appoint W. Neil McBean or Craig K.
Townsend, or either of them, as the undersigned's true and lawful attorneys-in-
fact and agents to do any and all acts and things in the undersigned's name and
behalf in the undersigned's capacities as director and/or officer, and to
execute any and all instruments for the undersigned and in the undersigned's
name in the capacities indicated below which such person or persons may deem
necessary or advisable to enable PetroCorp Incorporated to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in connection with this Registration
Statement, including specifically, but not limited to, power and authority to
sign for the undersigned in the capacities indicated below any and all
amendments (including post-effective amendments) hereto, and the undersigned
does hereby ratify and confirm all that such person or persons shall 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 INDICATED.


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

/s/ W. Neil McBean       President, Chief Executive             May 18, 1998
------------------       Officer and Director                      
W. Neil McBean           (Principal Executive Officer) 


/s/ Craig K. Townsend    Vice President - Finance,              May 18, 1998
---------------------    Secretary and Treasurer                  
Craig K. Townsend        (Principal Financial and 
                         Accounting Officer)      
                                                  

/s/ Lealon L. Sargent    Director and Chairman                  May 18, 1998 
---------------------    of the Board                          
Lealon L. Sargent                     


/s/ Thomas N. Amonett    Director                               May 18, 1998
---------------------                            
Thomas N. Amonett


/s/ G. Jay Erbe, Jr.     Director                               May 18, 1998
--------------------                             
G. Jay Erbe, Jr.


/s/ Gary R. Christopher  Director                               May 18, 1998
-----------------------                          
Gary R. Christopher


/s/ Stephen M. McGrath   Director                               May 18, 1998
----------------------                           
Stephen M. McGrath


/s/ Robert C. Thomas     Director                               May 18, 1998
--------------------                             
Robert C. Thomas

                                       9
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


<TABLE>
<CAPTION>
Exhibit No.                                        Description
---------------         ------------------------------------------------------------------
<S>                     <C>
      4.1               Amended and Restated Articles of Incorporation of the Company--
                        incorporated by reference to Exhibit 3.2 to the Company's
                        Registration Statement on Form S-1 (No. 33-36972) initially filed
                        with the SEC on August 26, 1993.
 
      4.2               Amended and Restated Bylaws of the Company--incorporated by
                        reference to Exhibit 3.2 to the  Form 10-Q for the quarterly
                        period ended June 30, 1996.
 
      4.3               1997 Non-Employee Director Stock Option Plan--incorporated by
                        reference to Exhibit A to the Company's Proxy Statement dated
                        April 9, 1997.
 
      5*                Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
 
     23.1*              Consent of Price Waterhouse LLP.
 
     23.2               Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (included in
                        Exhibit 5).
 
      24                Powers of Attorney (included on signature page of this
                        Registration Statement).
</TABLE>
____________________

*  Filed herewith

                                       10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 34148}]
{"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": "333-52955", "film-number": "98627515"}, "business-address": {"street1": "16000 GREENSPOINT PARK DR", "street2": "STE 300 N ATRIUM", "city": "HOUSTON", "state": "TX", "zip": "77060-2391", "phone": "7138752500"}}
As filed with the Securities and Exchange Commission on May 18, 1998.

                                                      REGISTRATION NO. 333-_____

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

                      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)
16800 Greenspoint Park Drive
          Texas                                Suite 300, North Atrium                  74-0380430
 (State or other jurisdiction)                   Houston, Texas  77060                (I.R.S. Employer
of incorporation or organization)      (Address of principal executive offices)      Identification No.)
                                                       (Zip Code)
------------------------

                            PETROCORP INCORPORATED
                 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                           (Full title of the plan)

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

                               Craig K. Townsend
                            Vice President-Finance
                            PetroCorp Incorporated
                         16800 Greenspoint Park Drive
                            Suite 300, North Atrium
                             Houston, Texas  77060
                    (Name and address of agent for service)

                                (281) 875-2500
         (Telephone number, including area code, of agent for service)

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

                                   Copy to:
                              John B. Clutterbuck
                     Mayor, Day, Caldwell & Keeton, L.L.P.
                           700 Louisiana, Suite 1900
                             Houston, Texas  77002
                                (713) 225-7102

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

                        CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                 PROPOSED MAXIMUM        PROPOSED MAXIMUM 
          TITLE OF                       AMOUNT TO BE             OFFERING PRICE            AGGREGATE             AMOUNT OF 
SECURITIES TO BE REGISTERED               REGISTERED               PER SHARE(1)          OFFERING PRICE(1)     REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock,                            75,000 shares               $8.50                   $637,500.00             $189.00
par value $.01 per share
===================================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).

================================================================================
PART I
                                        

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
                                        
ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
     Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

          (a) The Annual Report of PetroCorp Incorporated (the "Company" or the
     "Registrant") on Form 10-K for the year ended December 31, 1997 ("1997 Form
     10-K");

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
     fiscal year covered by the document referred to in (a) above; and

          (c) The description of the Company's common stock contained in the
     registration statement pursuant to which the Company's shares of common
     stock were registered under Section 12 of the Exchange Act, and any
     amendments or reports filed for the purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES

          Not applicable.
ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

          The legality of the common stock offered hereby is being passed upon
for the Company by Mayor, Day, Caldwell & Keeton, L.L.P., 700 Louisiana, Suite
1900, Houston, Texas 77002.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Company's Restated Articles of Incorporation provide that the
liability of the directors for monetary damages shall be limited to the fullest
extent permissible under Texas law.

          Section 7.06 of the Texas Miscellaneous Corporation Laws Act does not
eliminate or limit the liability of a director for:

          (1) a breach of the director's duty of loyalty to the corporation or
     its shareholders or members;

          (2) an act or omission not in good faith that constitutes a breach of
     duty of the director to the corporation or an act or omission that involves
     intentional misconduct or a knowing violation of the law;

          (3) a transaction from which the director received an improper
     benefit, whether or not the benefit resulted from an action taken within
     the scope of the director's office; or

          (4) an act or omission for which the liability of a director is
     expressly provided by an applicable statute.

          The Company's Bylaws provide that the Company will indemnify its
officers and directors to the fullest extent possible under Texas law.  Article
2.02-1 of the Texas Business Corporation Act provides as follows:

          A. In this article:

          (1) "Corporation" includes any domestic or foreign predecessor entity
     of the corporation in a merger, conversion, or other transaction in which
     some or all of the liabilities of the predecessor are transferred to the
     corporation by operation of law and in any other transaction in which the
     corporation assumes the liabilities of the predecessor but does not
     specifically exclude liabilities that are the subject matter of this
     article.

          (2) "Director" means any person who is or was a director of the
     corporation and any person who, while a director of the corporation, is or
     was serving at the request of the corporation as a director, officer,
     partner, venturer, proprietor, trustee, employee, agent, or similar
     functionary of another foreign or domestic corporation, employee benefit
     plan, other enterprise, or other entity.

                                       2
(3) "Expenses" include court costs and attorneys' fees.

          (4)  "Official capacity" means:

          (a) when used with respect to a director, the office of director in
     the corporation, and

          (b) when used with respect to a person other than a director, the
     elective or appointive office in the corporation held by the officer or the
     employment or agency relationship undertaken by the employee or agent in
     behalf of the corporation, but

          (c) in both Paragraphs (a) and (b) does not include service for any
     other foreign or domestic corporation or any employee benefit plan, other
     enterprise, or other entity.

          (5) "Proceeding" means any threatened, pending, or completed action,
     suit, or proceeding, whether civil, criminal, administrative, arbitrative,
     or investigative, any appeal in such an action, suit, or proceeding, and
     any inquiry or investigation that could lead to such an action, suit, or
     proceeding.

          B.  A corporation may indemnify a person who was, is, or is threatened
     to be made a named defendant or respondent in a proceeding because the
     person is or was a director only if it is determined in accordance with
     Section F of this article that the person:

          (1) conducted himself in good faith;

          (2)  reasonably believed:

          (a) in the case of conduct in his official capacity as a director of
     the corporation, that his conduct was in the corporation's best interests;
     and

          (b) in all other cases, that his conduct was at least not opposed to
     the corporation's best interests; and

          (3) in the case of any criminal proceeding, had no reasonable cause to
     believe his conduct was unlawful.

          C.  Except to the extent permitted by Section E of this article, a
     director may not be indemnified under Section B of this article in respect
     of a proceeding:

          (1) in which the person is found liable on the basis that personal
     benefit was improperly received by him, whether or not the benefit resulted
     from an action taken in the person's official capacity; or

          (2) in which the person is found liable to the corporation.

          D.  The termination of a proceeding by judgment, order, settlement, or
     conviction, or on a plea of nolo contendere or its equivalent is not of
     itself determinative that the person did not meet the requirements set
     forth in Section B of this article.  A person shall be deemed to have been
     found liable in respect of any claim, issue or matter only after the person
     shall have been so adjudged by a court of competent jurisdiction after
     exhaustion of all appeals therefrom.

          E.  A person may be indemnified under Section B of this article
     against judgments, penalties (including excise and similar taxes), fines,
     settlements, and reasonable expenses actually incurred by the person in
     connection with the proceeding; but if the person is found liable to the
     corporation or is found liable on the basis that personal benefit was
     improperly received by the person, the indemnification (1) is limited to
     reasonable expenses actually incurred by the person in connection with the
     proceeding and (2) shall not be made in respect of any proceeding in which
     the person shall have 

                                       3
been found liable for willful or intentional misconduct in the performance
     of his duty to the corporation.

          F.  A determination of indemnification under Section B of this article
     must be made:

          (1) by a majority vote of a quorum consisting of directors who at the
     time of the vote are not named defendants or respondents in the proceeding;

          (2) if such a quorum cannot be obtained, by a majority vote of a
     committee of the board of directors, designated to act in the matter by a
     majority vote of all directors, consisting solely of two or more directors
     who at the time of the vote are not named defendants or respondents in the
     proceeding;

          (3) by special legal counsel selected by the board of directors or a
     committee of the board by vote as set forth in Subsection (1) or (2) of
     this section, or, if such a quorum cannot be obtained and such a committee
     cannot be established, by a majority vote of all directors; or

          (4) by the shareholders in a vote that excludes the shares held by
     directors who are named defendants or respondents in the proceeding.

          G.  Authorization of indemnification and determination as to
     reasonableness of expenses must be made in the same manner as the
     determination that indemnification is permissible, except that if the
     determination that indemnification is permissible is made by special legal
     counsel, authorization of indemnification and determination as to
     reasonableness of expenses must be made in the manner specified by
     Subsection (3) of Section F of this article for the selection of special
     legal counsel.  A provision contained in the articles of incorporation, the
     bylaws, a resolution of shareholders or directors, or an agreement that
     makes mandatory the indemnification permitted under Section B of this
     article shall be deemed to constitute authorization of indemnification in
     the manner required by this section even though such provision may not have
     been adopted or authorized in the same manner as the determination that
     indemnification is permissible.

          H.  A corporation shall indemnify a director against reasonable
     expenses incurred by him in connection with a proceeding in which he is a
     named defendant or respondent because he is or was a director if he has
     been wholly successful, on the merits or otherwise, in the defense of the
     proceeding.

          I.  If, in a suit for the indemnification required by Section H of
     this article, a court of competent jurisdiction determines that the
     director is entitled to indemnification under that section, the court shall
     order indemnification and shall award to the director the expenses incurred
     in securing the indemnification.

          J.  If, upon application of a director, a court of competent
     jurisdiction determines, after giving any notice the court considers
     necessary, that the director is fairly and reasonably entitled to
     indemnification in view of all the relevant circumstances, whether or not
     he has met the requirements set forth in Section B of this article or has
     been found liable in the circumstances described by Section C of this
     article, the court may order the indemnification that the court determines
     is proper and equitable; but if the person is found liable to the
     corporation or is found liable on the basis that personal benefit was
     improperly received by the person, the indemnification shall be limited to
     reasonable expenses actually incurred by the person in connection with the
     proceeding.

          K.  Reasonable expenses incurred by a director who was, is, or is
     threatened to be made a named defendant or respondent in a proceeding may
     be paid or reimbursed by 

                                       4
the corporation, in advance of the final disposition of the proceeding and
     without the determination specified in Section F of this article or the
     authorization or determination specified in Section G of this article,
     after the corporation receives a written affirmation by the director of his
     good faith belief that he has met the standard of conduct necessary for
     indemnification under this article and a written undertaking by or on
     behalf of the director to repay the amount paid or reimbursed if it is
     ultimately determined that he has not met that standard or if it is
     ultimately determined that indemnification of the director against expenses
     incurred by him in connection with that proceeding is prohibited by Section
     E of this article. A provision contained in the articles of incorporation,
     the bylaws, a resolution of shareholders or directors, or an agreement that
     makes mandatory the payment or reimbursement permitted under this section
     shall be deemed to constitute authorization of that payment or
     reimbursement.

          L.  The written undertaking required by Section K of this article must
     be an unlimited general obligation of the director but need not be secured.
     It may be accepted without reference to financial ability to make
     repayment.

          M.  A provision for a corporation to indemnify or to advance expenses
     to a director who was, is, or is threatened to be made a named defendant or
     respondent in a proceeding, whether contained in the articles of
     incorporation, the bylaws, a resolution of shareholders or directors, an
     agreement, or otherwise, except in accordance with Section R of this
     article, is valid only to the extent it is consistent with this article as
     limited by the articles of incorporation, if such a limitation exists.

          N.  Notwithstanding any other provision of this article, a corporation
     may pay or reimburse expenses incurred by a director in connection with his
     appearance as a witness or other participation in a proceeding at a time
     when he is not a named defendant or respondent in the proceeding.

          O.  An officer of the corporation shall be indemnified as, and to the
     same extent, provided by Sections H, I, and J of this article for a
     director and is entitled to seek indemnification under those sections to
     the same extent as a director.  A corporation may indemnify and advance
     expenses to an officer, employee, or agent of the corporation to the same
     extent that it may indemnify and advance expenses to directors under this
     article.

          P.  A corporation may indemnify and advance expenses to persons who
     are not or were not officers, employees, or agents of the corporation but
     who are or were serving at the request of the corporation as a director,
     officer, partner, venturer, proprietor, trustee, employee, agent, or
     similar functionary of another foreign or domestic corporation, employee
     benefit plan, other enterprise, or other entity to the same extent that it
     may indemnify and advance expenses to directors under this article.

          Q.  A corporation may indemnify and advance expenses to an officer,
     employee, agent, or person identified in Section P of this article and who
     is not a director to such further extent, consistent with law, as may be
     provided by its articles of incorporation, bylaws, general or specific
     action of its board of directors, or contract or as permitted or required
     by common law.

          R.  A corporation may purchase and maintain insurance or another
     arrangement on behalf of any person who is or was a director, officer,
     employee, or agent of the corporation or who is or was serving at the
     request of the corporation as a director, officer, partner, venturer,
     proprietor, trustee, employee, agent, or similar functionary of 

                                       5
another foreign or domestic corporation, employee benefit plan, other
     enterprise, or other entity, against any liability asserted against him and
     incurred by him in such a capacity or arising out of his status as such a
     person, whether or not the corporation would have the power to indemnify
     him against that liability under this article. If the insurance or other
     arrangement is with a person or entity that is not regularly engaged in the
     business of providing insurance coverage, the insurance or arrangement may
     provide for payment of a liability with respect to which the corporation
     would not have the power to indemnify the person only if including coverage
     for the additional liability has been approved by the shareholders of the
     corporation. Without limiting the power of the corporation to procure or
     maintain any kind of insurance or other arrangement, a corporation may, for
     the benefit of persons indemnified by the corporation, (1) create a trust
     fund; (2) establish any form of self-insurance; (3) secure its indemnity
     obligation by grant of a security interest or other lien on the assets of
     the corporation; or (4) establish a letter of credit, guaranty, or surety
     arrangement. The insurance or other arrangement may be procured,
     maintained, or established within the corporation or with any insurer or
     other person deemed appropriate by the board of directors regardless of
     whether all or part of the stock or other securities of the insurer or
     other person are owned in whole or part by the corporation. In the absence
     of fraud, the judgment of the board of directors as to the terms and
     conditions of the insurance or other arrangement and the identity of the
     insurer or other person participating in an arrangement shall be conclusive
     and the insurance or arrangement shall not be voidable and shall not
     subject the directors approving the insurance or arrangement to liability,
     on any ground, regardless of whether directors participating in the
     approval are beneficiaries of the insurance or arrangement.

          S.  Any indemnification of or advance of expenses to a director in
     accordance with this article shall be reported in writing to the
     shareholders with or before the notice or waiver of notice of the next
     shareholders' meeting or with or before the next submission to shareholders
     of a consent to action without a meeting pursuant to Section A, Article
     9.10, of this Act and, in any case, within the 12-month period immediately
     following the date of the indemnification or advance.

          T.  For purposes of this article, the corporation is deemed to have
     requested a director to serve as a trustee, employee, agent, or similar
     functionary of an employee benefit plan whenever the performance by him of
     his duties to the corporation also imposes duties on or otherwise involves
     services by him to the plan or participants or beneficiaries of the plan.
     Excise taxes assessed on a director with respect to an employee benefit
     plan pursuant to applicable law are deemed fines.  Action taken or omitted
     by a director with respect to an employee benefit plan in the performance
     of his duties for a purpose reasonably believed by him to be in the
     interest of the participants and beneficiaries of the plan is deemed to be
     for a purpose which is not opposed to the best interests of the
     corporation.

          U.  The articles of incorporation of a corporation may restrict the
     circumstances under which the corporation is required or permitted to
     indemnify a person under Section H, I, J, O, P, or Q of this article."

          The Company maintains directors' and officers' liability insurance.

                                       6
Insofar as the indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.  EXHIBITS

          Reference is made to the Exhibit Index which immediately precedes the
exhibits filed with this Registration Statement.

ITEM 9.  UNDERTAKINGS

          The undersigned Registrant hereby undertakes:

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

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933, unless the information required to be included
          in a post-effective amendment is contained in a periodic report filed
          by the Registrant pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act of 1934 which is incorporated by reference in
          this Registration Statement;

               (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, unless the information required to be
          included in a post-effective amendment is contained in a periodic
          report filed by the Registrant pursuant to Section 13 or Section 15(d)
          of the Securities Exchange Act of 1934 which is incorporated by
          reference in this 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 

                                       7
reflected in the form of prospectus filed with the Commission pursuant
          to Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than a 20% 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.

          (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.

          The undersigned Registrant hereby undertakes that, for the purpose 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 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          See Item 6, "Indemnification of Directors and Officers," for the
undertaking pursuant to Item 512(h) of Regulation S-K.

                                       8
SIGNATURES

          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON MAY 18, 1998.

                                     PETROCORP INCORPORATED

                                     By: /s/ Craig K. Townsend
                                        ----------------------------
                                             Craig K. Townsend
                                             Vice President-Finance,
                                             Secretary and Treasurer

                               POWER OF ATTORNEY

          Each of the undersigned directors and officers of PetroCorp
Incorporated does hereby constitute and appoint W. Neil McBean or Craig K.
Townsend, or either of them, as the undersigned's true and lawful attorneys-in-
fact and agents to do any and all acts and things in the undersigned's name and
behalf in the undersigned's capacities as director and/or officer, and to
execute any and all instruments for the undersigned and in the undersigned's
name in the capacities indicated below which such person or persons may deem
necessary or advisable to enable PetroCorp Incorporated to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in connection with this Registration
Statement, including specifically, but not limited to, power and authority to
sign for the undersigned in the capacities indicated below any and all
amendments (including post-effective amendments) hereto, and the undersigned
does hereby ratify and confirm all that such person or persons shall 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 INDICATED.

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

/s/ W. Neil McBean       President, Chief Executive             May 18, 1998
------------------       Officer and Director                      
W. Neil McBean           (Principal Executive Officer) 

/s/ Craig K. Townsend    Vice President - Finance,              May 18, 1998
---------------------    Secretary and Treasurer                  
Craig K. Townsend        (Principal Financial and 
                         Accounting Officer)      
                                                  

/s/ Lealon L. Sargent    Director and Chairman                  May 18, 1998 
---------------------    of the Board                          
Lealon L. Sargent                     

/s/ Thomas N. Amonett    Director                               May 18, 1998
---------------------                            
Thomas N. Amonett

/s/ G. Jay Erbe, Jr.     Director                               May 18, 1998
--------------------                             
G. Jay Erbe, Jr.

/s/ Gary R. Christopher  Director                               May 18, 1998
-----------------------                          
Gary R. Christopher

/s/ Stephen M. McGrath   Director                               May 18, 1998
----------------------                           
Stephen M. McGrath

/s/ Robert C. Thomas     Director                               May 18, 1998
--------------------                             
Robert C. Thomas

                                       9
EXHIBIT INDEX
                                 -------------
Exhibit No.                                        Description
---------------         ------------------------------------------------------------------
4.1               Amended and Restated Articles of Incorporation of the Company--
                        incorporated by reference to Exhibit 3.2 to the Company's
                        Registration Statement on Form S-1 (No. 33-36972) initially filed
                        with the SEC on August 26, 1993.
 
      4.2               Amended and Restated Bylaws of the Company--incorporated by
                        reference to Exhibit 3.2 to the  Form 10-Q for the quarterly
                        period ended June 30, 1996.
 
      4.3               1997 Non-Employee Director Stock Option Plan--incorporated by
                        reference to Exhibit A to the Company's Proxy Statement dated
                        April 9, 1997.
 
      5*                Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
 
     23.1*              Consent of Price Waterhouse LLP.
 
     23.2               Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (included in
                        Exhibit 5).
 
      24                Powers of Attorney (included on signature page of this
                        Registration Statement).
____________________

*  Filed herewith

                                       10