As filed with the Securities and Exchange Commission on October 15, 1997
                                                    Registration No. ___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            DOMAIN ENERGY CORPORATION

             (Exact Name of Registrant as Specified in its Charter)


       DELAWARE                                        76-0526147
(State or Other Jurisdiction of 
Incorporation or Organization)            (I.R.S. Employer Identification No.)


                          16801 GREENSPOINT PARK DRIVE
                                    SUITE 200
                              HOUSTON, TEXAS 77060
                                 (281) 618-1800
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)


                      DOMAIN ENERGY CORPORATION 401(K) PLAN
                              (Full Title of Plan)

                                MICHAEL V. RONCA
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  P.O. BOX 2229
                            HOUSTON, TEXAS 77252-2229
                                 (281) 618-1800
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                             JAMES L. RICE III, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                            700 LOUISIANA, SUITE 1600
                              HOUSTON, TEXAS 77002
                                 (713) 546-5000
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                        Amount to be          Proposed Maximum       Proposed Maximum         Amount of Registration
  Title of Securities to be Registered  Registered(1)       Offering Price Per Share  Aggregate Offering Price        Fee(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                    <C>                        <C>
Common Stock, par value $.01 per share     458,053 shares (2)   Not Applicable         Not Applicable                $2,568
====================================================================================================================================
<FN>

(1)  Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933, as amended.

(2)  Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, 
the registration fee was computed on the basis of the market value of the
458,053 shares of Common Stock to be registered hereby (computed based upon (i)
the amount of contributions which it is estimated may be invested in Common
Stock of the Registrant under the Plan during the ten year period following the
effectiveness of the Registration Statement ($8,473,982) and (ii) the investment
of such amount in Common Stock of the Registrant at a purchase price of $18.50
per share, the average of the high and low prices per share of Common Stock of
the Registrant on the New York Stock Exchange on October 14, 1997), computed in
accordance with Rule 457(c) on the basis of the average of the high and low
prices per share of Common Stock of the Registrant on the New York Stock
Exchange on October 14, 1997 ($18.50).
================================================================================
</FN>
</TABLE>

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.

                  The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.

                  Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in the Section 10(a) Prospectus),
other documents required to be delivered to eligible employees pursuant to Rule
428(b) and additional information about the Domain Energy Corporation 401(k)
Plan (the "Plan") and its administrator is available without charge by
contacting:

                                    Domain Energy Corporation
                                         P.O. Box 2229
                                    Houston, Texas 77252-2229
                                         (281) 618-1800

                              Attention:    Rick G. Lester
                                            Vice President, Chief Financial
                                            Officer and Treasurer



                                       I-1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed with the Commission by Domain
Energy Corporation (the "Company") are incorporated herein by reference:

                  (a) The Company's Prospectus filed pursuant to Rule 424(b) 
under the Securities Act on June 24, 1997;

                  (b) The Company's Current Report on Form 8-K filed on July 16,
1997 and the Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1997 filed on August 13, 1997; and

                  (c) The description of the Company's Common Stock, par value
$.01 per share, contained in Amendment No. 1 to the Company's Registration
Statement on Form 8-A, filed with the Commission on June 23, 1997, and including
any amendments or reports filed for the purpose of updating such description.

                  All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which 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 respective date of
filing of each such document.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 102 of the Delaware General Corporation Law (the
"DGCL") allows a corporation to eliminate the personal liability of directors of
a corporation to the corporation or to any of its stockholders for monetary
damage for a breach of his fiduciary duty as a director, except in the case
where the director breached his duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation of Delaware
corporate law or obtained an improper personal benefit. The Company's Amended
and Restated Certificate of Incorporation contains a provision which, in
substance, eliminates directors' personal liability as set forth above.

                  Section 145 of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation or business
association against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if



                                      II-1
<PAGE>

he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The Company's Amended and Restated Certificate of Incorporation
contains a provision which, in substance, provides for indemnification as set
forth above.

                  The Company has purchased directors' and officers' liability
insurance, which will indemnify the directors and officers of the Company
against damages arising out of certain kinds of claims that might be made
against them based on their negligent acts or omissions while acting in their
capacity as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

   4.1    -   Amended and Restated Certificate of Incorporation of the Company
              (incorporated by reference herein to Exhibit 3.1 of the Company's
              Quarterly Report on Form 10-Q for the quarterly period ended June
              30, 1997 filed on August 13, 1997).

   4.2    -   Second Amended and Restated By-laws of the Company (incorporated
              by reference herein to Exhibit 3.2 of the Company's Quarterly
              Report on Form 10-Q for the quarterly period ended June 30, 1997
              filed on August 13, 1997).

   23.1   -   Consent of Deloitte & Touche LLP.

   24.1   -   Powers of Attorney (set forth on the signature page to this 
              Registration Statement).

         The undersigned registrant hereby undertakes to submit, or has
submitted, the Plan and any amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.

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 and 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



                                      II-2
<PAGE>







                        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 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 Company 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 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
             provi- sions, 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.



                                      II-3
<PAGE>


                                   SIGNATURES


                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on this 14th day of
October 1997.

                                      DOMAIN ENERGY CORPORATION


                                      By:    /s/ Rick G. Lester
                                            ------------------------------------
                                      Name:      Rick G. Lester
                                      Title:     Vice President, Chief
                                                 Financial Officer and
                                                 and Treasurer

                               POWERS OF ATTORNEY


                  Each person whose signature appears below hereby designates,
constitutes and appoints Michael V. Ronca and Rick G. Lester, and each of them
(with full power to each of them to act alone), as his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
(the "Attorneys-in- Fact"), for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 (the "Registration
Statement"), which amendments may make such changes in the Registration
Statement as either Attorney-in-Fact deems appropriate, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such Attorneys-in-Fact,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said Attorneys-in-Fact or any of them or his or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.





                                      II-4
<PAGE>



                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.

<TABLE>
<CAPTION>

SIGNATURE                       TITLE                                    DATE
---------                       -----                                    ----

<S>                         <C>                                 <C> 
 /s/  Michael V. Ronca         President, Chief Executive Officer  October 14, 1997
----------------------------   and Director (principal executive  
      Michael V. Ronca         officer)                           
                               

 /s/  Rick G. Lester           Vice President, Chief Financial     October 14, 1997
----------------------------   Officer and Treasurer (principal  
      Rick G. Lester           financial and accounting officer) 
                               

 /s/  Jonathan S. Linker       Chairman of the Board               October 14, 1997
----------------------------   
      Jonathan S. Linker



 /s/  William E. Macaulay      Director                            October 14, 1997
----------------------------
      William E. Macaulay


 /s/  Steven H. Pruett         Director                            October 14, 1997
----------------------------
     Steven H. Pruett

</TABLE>




<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NO.                        DESCRIPTION
----------                         -----------

   4.1      -     Amended and Restated Certificate of Incorporation of the 
                  Company (incorporated by reference herein to Exhibit 3.1 of
                  the Company's Quarterly Report on Form 10-Q for the quarterly
                  period ended June 30, 1997 filed on August 13, 1997).

   4.2      -     Second Amended and Restated By-laws of the Company 
                  (incorporated by reference herein to Exhibit 3.2 of the
                  Company's Quarterly Report on Form 10-Q for the quarterly 
                  period ended June 30, 1997 filed on August 13, 1997).

   23.1     -     Consent of Deloitte & Touche LLP.

   24.1     -     Powers of Attorney (set forth on the signature page to this
                  Registration Statement).


                                      II-6

<PAGE>
                                                                    Exhibit 23.1



                          INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
Domain Energy Corporation on Form S-8 pertaining to the Domain Energy
Corporation 401(k) Plan of our reports dated April 3, 1997 (June 20, 1997 as to
Note 7) and June 13, 1997, appearing in the Prospectus of Domain Energy
Corporation filed on June 24, 1997 pursuant to Rule 424(b) under the Securities
Act of 1933, as amended.



DELOITTE & TOUCHE LLP

Houston, Texas
October 13, 1997
[{"type": "S-8", "sequence": "1", "description": "DOMAIN ENERGY CORPORATION", "secsgml_size_bytes": 21524}]
{"company-data": {"conformed-name": "DOMAIN ENERGY CORP", "cik": "0001037192", "assigned-sic": "1311", "irs-number": "760526147", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37939", "film-number": "97696026"}, "business-address": {"street1": "1100 LOUISIANA SUITE 1500", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7137575662"}, "mail-address": {"street1": "P O BOX 2511", "city": "HOUSTON", "state": "TX", "zip": "77252"}}
As filed with the Securities and Exchange Commission on October 15, 1997
                                                    Registration No. ___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            DOMAIN ENERGY CORPORATION

             (Exact Name of Registrant as Specified in its Charter)

       DELAWARE                                        76-0526147
(State or Other Jurisdiction of 
Incorporation or Organization)            (I.R.S. Employer Identification No.)

                          16801 GREENSPOINT PARK DRIVE
                                    SUITE 200
                              HOUSTON, TEXAS 77060
                                 (281) 618-1800
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                      DOMAIN ENERGY CORPORATION 401(K) PLAN
                              (Full Title of Plan)

                                MICHAEL V. RONCA
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  P.O. BOX 2229
                            HOUSTON, TEXAS 77252-2229
                                 (281) 618-1800
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                             JAMES L. RICE III, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                            700 LOUISIANA, SUITE 1600
                              HOUSTON, TEXAS 77002
                                 (713) 546-5000
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                        Amount to be          Proposed Maximum       Proposed Maximum         Amount of Registration
  Title of Securities to be Registered  Registered(1)       Offering Price Per Share  Aggregate Offering Price        Fee(2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share     458,053 shares (2)   Not Applicable         Not Applicable                $2,568
====================================================================================================================================
(1)  Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933, as amended.

(2)  Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, 
the registration fee was computed on the basis of the market value of the
458,053 shares of Common Stock to be registered hereby (computed based upon (i)
the amount of contributions which it is estimated may be invested in Common
Stock of the Registrant under the Plan during the ten year period following the
effectiveness of the Registration Statement ($8,473,982) and (ii) the investment
of such amount in Common Stock of the Registrant at a purchase price of $18.50
per share, the average of the high and low prices per share of Common Stock of
the Registrant on the New York Stock Exchange on October 14, 1997), computed in
accordance with Rule 457(c) on the basis of the average of the high and low
prices per share of Common Stock of the Registrant on the New York Stock
Exchange on October 14, 1997 ($18.50).
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.

                  The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.

                  Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in the Section 10(a) Prospectus),
other documents required to be delivered to eligible employees pursuant to Rule
428(b) and additional information about the Domain Energy Corporation 401(k)
Plan (the "Plan") and its administrator is available without charge by
contacting:

                                    Domain Energy Corporation
                                         P.O. Box 2229
                                    Houston, Texas 77252-2229
                                         (281) 618-1800

                              Attention:    Rick G. Lester
                                            Vice President, Chief Financial
                                            Officer and Treasurer

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed with the Commission by Domain
Energy Corporation (the "Company") are incorporated herein by reference:

                  (a) The Company's Prospectus filed pursuant to Rule 424(b) 
under the Securities Act on June 24, 1997;

                  (b) The Company's Current Report on Form 8-K filed on July 16,
1997 and the Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1997 filed on August 13, 1997; and

                  (c) The description of the Company's Common Stock, par value
$.01 per share, contained in Amendment No. 1 to the Company's Registration
Statement on Form 8-A, filed with the Commission on June 23, 1997, and including
any amendments or reports filed for the purpose of updating such description.

                  All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which 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 respective date of
filing of each such document.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 102 of the Delaware General Corporation Law (the
"DGCL") allows a corporation to eliminate the personal liability of directors of
a corporation to the corporation or to any of its stockholders for monetary
damage for a breach of his fiduciary duty as a director, except in the case
where the director breached his duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation of Delaware
corporate law or obtained an improper personal benefit. The Company's Amended
and Restated Certificate of Incorporation contains a provision which, in
substance, eliminates directors' personal liability as set forth above.

                  Section 145 of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation or business
association against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if

                                      II-1
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The Company's Amended and Restated Certificate of Incorporation
contains a provision which, in substance, provides for indemnification as set
forth above.

                  The Company has purchased directors' and officers' liability
insurance, which will indemnify the directors and officers of the Company
against damages arising out of certain kinds of claims that might be made
against them based on their negligent acts or omissions while acting in their
capacity as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

   4.1    -   Amended and Restated Certificate of Incorporation of the Company
              (incorporated by reference herein to Exhibit 3.1 of the Company's
              Quarterly Report on Form 10-Q for the quarterly period ended June
              30, 1997 filed on August 13, 1997).

   4.2    -   Second Amended and Restated By-laws of the Company (incorporated
              by reference herein to Exhibit 3.2 of the Company's Quarterly
              Report on Form 10-Q for the quarterly period ended June 30, 1997
              filed on August 13, 1997).

   23.1   -   Consent of Deloitte & Touche LLP.

   24.1   -   Powers of Attorney (set forth on the signature page to this 
              Registration Statement).

         The undersigned registrant hereby undertakes to submit, or has
submitted, the Plan and any amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.

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 and 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

                                      II-2
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 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 Company 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 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
             provi- sions, 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.

                                      II-3
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on this 14th day of
October 1997.

                                      DOMAIN ENERGY CORPORATION

                                      By:    /s/ Rick G. Lester
                                            ------------------------------------
                                      Name:      Rick G. Lester
                                      Title:     Vice President, Chief
                                                 Financial Officer and
                                                 and Treasurer

                               POWERS OF ATTORNEY

                  Each person whose signature appears below hereby designates,
constitutes and appoints Michael V. Ronca and Rick G. Lester, and each of them
(with full power to each of them to act alone), as his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
(the "Attorneys-in- Fact"), for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 (the "Registration
Statement"), which amendments may make such changes in the Registration
Statement as either Attorney-in-Fact deems appropriate, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such Attorneys-in-Fact,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said Attorneys-in-Fact or any of them or his or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

                                      II-4
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE                       TITLE                                    DATE
---------                       -----                                    ----
/s/  Michael V. Ronca         President, Chief Executive Officer  October 14, 1997
----------------------------   and Director (principal executive  
      Michael V. Ronca         officer)                           
                               

 /s/  Rick G. Lester           Vice President, Chief Financial     October 14, 1997
----------------------------   Officer and Treasurer (principal  
      Rick G. Lester           financial and accounting officer) 
                               

 /s/  Jonathan S. Linker       Chairman of the Board               October 14, 1997
----------------------------   
      Jonathan S. Linker

 /s/  William E. Macaulay      Director                            October 14, 1997
----------------------------
      William E. Macaulay

 /s/  Steven H. Pruett         Director                            October 14, 1997
----------------------------
     Steven H. Pruett
EXHIBIT INDEX

EXHIBIT NO.                        DESCRIPTION
----------                         -----------

   4.1      -     Amended and Restated Certificate of Incorporation of the 
                  Company (incorporated by reference herein to Exhibit 3.1 of
                  the Company's Quarterly Report on Form 10-Q for the quarterly
                  period ended June 30, 1997 filed on August 13, 1997).

   4.2      -     Second Amended and Restated By-laws of the Company 
                  (incorporated by reference herein to Exhibit 3.2 of the
                  Company's Quarterly Report on Form 10-Q for the quarterly 
                  period ended June 30, 1997 filed on August 13, 1997).

   23.1     -     Consent of Deloitte & Touche LLP.

   24.1     -     Powers of Attorney (set forth on the signature page to this
                  Registration Statement).

                                      II-6
Exhibit 23.1

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Domain Energy Corporation on Form S-8 pertaining to the Domain Energy
Corporation 401(k) Plan of our reports dated April 3, 1997 (June 20, 1997 as to
Note 7) and June 13, 1997, appearing in the Prospectus of Domain Energy
Corporation filed on June 24, 1997 pursuant to Rule 424(b) under the Securities
Act of 1933, as amended.

DELOITTE & TOUCHE LLP

Houston, Texas
October 13, 1997