As filed  with the Securities and Exchange Commission on December
          19, 1995
                                                Registration No. 33-______ 

                                                                           


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                                            

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

                                                            

                           LONESTAR HOSPITALITY CORPORATION
                (Exact name of registrant as specified in its charter)

                         Delaware                             75-2242792
              (State or other jurisdiction of              (I.R.S. Employer
              incorporation or organization)                Identification
          No.)

            3131 Turtle Creek Blvd., Suite 1301
                       Dallas, Texas                            75219
         (Address of principal executive offices)             (Zip Code)


                               1) Consulting Agreement
                    2) Employment Agreement with Steven B. Solomon
                             3) Directors' Stock Options

                              (Full title of the plans)
                                                            

           Steven B. Solomon                          Copy to:
           President                                Mark D. Wigder, Esq.
           LoneStar Hospitality Corporation         Jenkens & Gilchrist,
           3131 Turtle Creek Blvd, Ste. 1301        A Professional Corporation
           Dallas, Texas   75219                    1445 Ross Avenue, Suite 3200
           (214) 520-9292                           Dallas, Texas  75202

          (Name, address and telephone number             (214) 855-4500
         including area code of agent for service)

                                                            
<PAGE>







                              CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
             <S>                          <C>                 <C>            <C>               <C>   
             Title of Class of Securities Amount to be        Proposed       Proposed              
             To Be Registered             Registered          Maximum        Maximum  
                                          (2)(3)              Offering Price Aggregate         Amount of                      
                                                              Per Share      Offering          Regisitration     
                                                              (2)(3)         Price(2)(3)       Fee(3)  
             Common Stock, $0.01 par
             value per share               410,456 Shares      $ 3.31        $ 1,358,609.36    $ 468.49
</TABLE>

               (1)  Pursuant  to Rule  416(c) under  the Securities  Act of
          1933,  as amended,  this  Registration Statement  also covers  an
          indeterminate amount of interests to be  offered or sold pursuant
          to the Incentive Employee Stock Option Plan (the "Plan").
               (2)  Estimated solely  for the  purpose  of calculating  the
          registration fee.
               (3)  Calculated pursuant  to Rule 457(c)  and (h) under  the
          Securities  Act of 1933, as amended.   Accordingly, the price per
          share of the common stock offered hereunder, at a price per share
          of $3.31 which was the  average closing bid and asking price  per
          share  of common stock on the  OTC Bulletin Board on December 15,
          1995.  The shares and prices reflect a one-for-five reverse stock
          split effective December 11, 1995.
                                                                           
<PAGE>

                                       PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT


          Item 3.  Incorporation of Documents by Reference.

               The registrant and the Plan hereby incorporates by reference
          in this registration statement the following documents previously
          filed  by  the  registrant   with  the  Securities  and  Exchange
          Commission (the "Commission"):

                    (1)  the  registrant's Annual Report on Form 10-KSB and
               the amendment  to such Report  on Form 10-KSB/A,  both filed
               with  the Commission  for the  fiscal  year ended  March 31,
               1995;

                    (2)  the registrant's Quarterly Reports  on Form 10-QSB
               for the quarters ended June 30 and September 30, 1995, filed
               with the Commission; 

                    (3)  The   registrant's   Information  Satement   dated
               Noveber, 1, 1995, filed with the Commission.

                    (4)  the description  of the  common  stock, par  value
               $0.01 per share, of the  registrant (the "Common Stock") set
               forth in  the Registration Statement on  Form S-1 for Apollo
               Resources, Inc.,  filed with  the Commission on  November 1,
               1988, and declared effective  January 4, 1989, including any
               amendment or report  filed for the purpose  of updating such
               description.

               All documents  filed by  the registrant with  the Commission
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
          to the date of  this registration statement shall be deemed to be
          incorporated herein by reference and to be a part hereof from the
          date  of the filing  of such documents  until such  time as there
          shall have  been filed a post-effective  amendment that indicates
          that  all  securities  offered  hereby  have been  sold  or  that
          deregisters  all securities remaining unsold at  the time of such
          amendment.

          Item 6.  Indemnification of Directors and Officers.

               Registrant's Certificate of  Incorporation provides that  no
          director  of the  Registrant  will be  personally  liable to  the
          Registrant  or  any  of  its stockholders  for  monetary  damages
          arising  from  the  director's  breach  of fiduciary  duty  as  a
          director, with certain limited exceptions.

               Pursuant to the  provisions of Section  145 of the  Delaware
          General Corporation Law, every Delaware corporation has the power
          to indemnify any person who was or is a party or is threatened to
          be made a party  to any threatened, pending or  completed action,

                                         II-1
<PAGE>






          suit or  proceeding (other than an  action by or in  the right of
          the corporation) by reason of the fact that he or she is or was a
          director,  officer,   employee  or  agent  of   any  corporation,
          partnership,  joint venture,  trust or other  enterprise, against
          any and  all  expenses,  judgments,  fines and  amounts  paid  in
          settlement  and  reasonably  incurred  in  connection  with  such
          action, suite or proceeding.  The power to indemnify applies only
          if such person  acted in  good faith and  in a  manner he or  she
          reasonably believed to be in the best interest, or not opposed to
          the best interest,  of the  corporation and with  respect to  any
          criminal action or proceeding, had no reasonable cause to believe
          his or her conduct was unlawful.

               The power to indemnify  applies to actions brought by  or in
          the right of the corporation  as well, but only to the  extent of
          defense  and settlement expenses and not to any satisfaction of a
          judgment  or settlement of the claim itself, and with the further
          limitation that in such actions no indemnification  shall be made
          in  the  event  of any  adjudication  unless  the  court, in  its
          discretion, believes that in  the light of all the  circumstances
          indemnification should apply.

               To the  extent any  of the persons  referred to  in the  two
          immediately preceding paragraphs is  successful in the defense of
          the  actions  referred  to  therein,  such  person  is  entitled,
          pursuant to Section 145, to indemnification as described above.

               In addition, the  Registrant's Certificate of  Incorporation
          and Bylaws provide for  indemnification of officers and directors
          to  the   fullest  extent  permitted  by   the  Delaware  General
          Corporation Law.

          Item 8.  Exhibits.

               (a)  Exhibits.

                         The  following documents  are filed  as a  part of
                    this registration statement.


















                                         II-2
<PAGE>






               Exhibit        Description of Exhibit


               4.1  Certificate of Incorporation (incorporated by reference
                    to  Registration Statement  on Form  S-1, File  No. 33-
                    25462, for Apollo Resources, Inc., on November 10, 1988
                    and declared effective January 4, 1989).

               4.2  Certificate    of    Amendment   to    Certificate   of
                    Incorporation filed with Delaware Secretary of State on
                    June 4,  1990 (incorporated  by reference to  Form 10-K
                    for year ended December 31, 1990).

               4.3  Bylaws  (incorporated  by  reference   to  Registration
                    Statement on Form  S-1, File No.  33-25462,  filed with
                    the Commission on November 10, 1988).

               4.4  Certificate    of    Amendment   to    Certificate   of
                    Incorporation filed with Delaware Secretary of State on
                    October 15, 1991 (incorporated by reference to Form 10-
                    K for year ended December 31, 1991).

               4.5  Certificate    of    Amendment   to    Certificate   of
                    Incorporation filed with Delaware Secretary of State on
                    July 20, 1994 (incorporated by reference to Form 10-QSB
                    for quarter ended June 30, 1994).

               4.6* Certificate    of    Amendment   to    Certificate   of
                    Incorporation filed with Delaware Secretary of State on
                    December 11, 1995.

               4.7* Consulting   Agreement  between   LoneStar  Hospitality
                    Corporation and Bill Glaser dated November 14, 1995.

               4.8* Amended  and  Restated  Employment   Agreement  between
                    LoneStar Hospitality Corporation and Steven B. Solomon.

               4.9* Form of Directors' Options

               5*   Opinion   of  Jenkens   &  Gilchrist,   a  Professional
                    Corporation.

               23.1*     Consent   of   Grant  Thornton   LLP,  independent
                         certified public accountants.

               23.2*     Consent  of  Jenkens &  Gilchrist,  a Professional
                         Corporation (included as part of Exhibit 5).

               25   Power  of  Attorney  is found  on  pages  II-6 to  II-7
                    hereof.
          ____________________

          *    Filed herewith.



                                         II-3
<PAGE>






          Item 9.  Undertakings.

               A.   The undersigned registrant hereby undertakes:

                    (1)  to  file, during  any  period in  which offers  or
               sales  are being  made, a  post-effective amendment  to this
               registration statement 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; and

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

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

               C.   Insofar  as  indemnification  for  liabilities  arising
          under the Securities Act may be permitted to directors,  officers
          and  controlling  persons  of  the  registrant  pursuant  to  the
          foregoing provisions,  or  otherwise,  the  registrant  has  been
          advised   that   in   the   opinion  of   the   Commission   such
          indemnification  is against  public  policy as  expressed in  the
          Securities  Act and is,  therefore, unenforceable.   In the event
          that a claim for  indemnification against such liabilities (other
          than the payment by  the registrant of expenses incurred  or paid
          by a director, officer or controlling person of the registrant in
          the successful  defense of  any  action, suit  or proceeding)  is
          asserted  by  such director,  officer  or  controlling person  in
          connection with the securities  being registered, the  registrant
          will,  unless in the  opinion of its counsel  the matter has been
          settled  by   controlling  precedent,   submit  to  a   court  of
          appropriate   jurisdiction   the   question   of   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-4
<PAGE>






                                      SIGNATURES

               The  Registrant.    Pursuant  to  the  requirements  of  the
          Securities  Act  of 1933,  the registrant  certifies that  it has
          reasonable grounds to believe that it meets all  the requirements
          for  filing on  Form S-8 and  has  duly caused  this registration
          statement  to  be  signed  on  its  behalf  by  the  undersigned,
          thereunto duly authorized, in the City of Dallas, State of Texas,
          on December 19, 1995:
                                                  LONESTAR      HOSPITALITY
                                                  CORPORATION


                                             By:  /s/ Steven B. Solomon    
                                                  Steven B. Solomon
                                                  President        

                                  POWER OF ATTORNEY

               KNOW  ALL MEN  BY  THESE PRESENTS,  that  each person  whose
          signature  appears  below  constitutes  and  appoints  Steven  B.
          Solomon his true and lawful attorney-in-fact  and agent with full
          power  of substitution  and  resubstitution, 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, and  to file the same  with all exhibits,
          thereto,  and all  documents  in connection  therewith, with  the
          Securities   and  Exchange   Commission,   granting   unto   said
          attorneys-in-fact and  agents, and each  of them, full  power and
          authority  to do  and  perform  each  and  every  act  and  thing
          requisite and necessary to be done  in and about the premises, 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 and agents or  either of them, or their  or his
          substitute or substitutes, may lawfully do or cause to be done by
          virtue hereof.

               Pursuant  to the  requirements of  the Securities  Act, this
          registration statement  has been signed by  the following persons
          in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
                  Signature                        Capacity                       Date
             
             <S>                        <C>                                   <C>       
             /s/ Steven B.
             Solomon             
             Steven B. Solomon          President  and Chairman  of the
                                        Board  of  Directors (Principal
                                        Executive Officer and Principal       December 19,
                                                                                  1995

             /s/ David S. Lunden                                 
             David S. Lundeen           Vice President & Director               December
                                                                               19, 1995


             /s/ Lawrence E.
             Steinberg           
             Lawrence E. Steinberg      Secretary & Director                  December 19,
                                                                                  1995
<PAGE>






             /s/James E.
             Bradshaw            
             James E. Bradshaw          Director                              December 19,
                                                                                  1995

             /s/Chris A.
             Economou            
             Chris A. Economou          Director                              December 19,
                                                                                  1995


             /s/Steven R.
             Leipsner            
             Steven R. Leipsner         Director                              December 19,
                                                                                  1995

             /s/ Axel Sawallich  
             Axel Sawallich             Director                              December 19,
                                                                                  1995
</TABLE>
<PAGE>



                                           EXHIBIT INDEX


            Exh.
           Numbe
             r                  Document Description               Sequent
                                                                    Page
                                                                   Number


              4.1        Certificate     of    Incorporation
                         (incorporated   by   reference   to
                         Registration Statement on Form S-1,
                         File   No.  33-25462,   for  Apollo
                         Resources,  Inc.,  on November  10,
                         1988 and declared effective January
                         4, 1989).

              4.2        Certificate    of    Amendment   to
                         Certificate of  Incorporation filed
                         with Delaware Secretary of State on
                         June   4,  1990   (incorporated  by
                         reference  to  Form 10-K  for  year
                         ended December 31, 1990).

              4.3        Bylaws  (incorporated by  reference
                         to  Registration Statement  on Form
                         S-1, File No.  33-25462, filed with
                         the  Commission   on  November  10,
                         1988).

              4.4        Certificate    of   Amendment    to
                         Certificate of  Incorporation filed
                         with Delaware Secretary of State on
                         October  15, 1991  (incorporated by
                         reference  to  Form 10-K  for  year
                         ended December 31, 1991).

              4.5        Certificate    of   Amendment    to
                         Certificate of Incorporation  filed
                         with Delaware Secretary of State on
                         July  20,   1994  (incorporated  by
                         reference   to   Form  10-QSB   for
                         quarter ended June 30, 1994).

              4.6*       Certificate    of    Amendment   to
                         Certificate of  Incorporation filed
                         with Delaware Secretary of State on
                         December 11, 1995.

              4.7*       Consulting     Agreement    between
                         LoneStar   Hospitality  Corporation
                         and Bill Glaser  dated November 14,
                         1995.

              4.8*       Amended and Restated  Employment Agreement between
                         LoneStar  Hospitality  Corporation and  Steven  B.
                         Solomon.

              4.9*       Form of Directors' Option.
<PAGE>



              5*         Opinion of Jenkens  & Gilchrist,  a
                         Professional Corporation.

            23.1*        Consent  of   Grant  Thornton  LLP,
                         independent     certified    public
                         accountants.

            23.2*        Consent of Jenkens  & Gilchrist,  a
                         Professional  Corporation (included
                         as part of Exhibit 5).

              25         Power of  Attorney is found on  pages II-6 to
                         II-7 hereof.
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR LONE STAR", "secsgml_size_bytes": 23030}]
{"company-data": {"conformed-name": "LONESTAR HOSPITALITY CORP /TX/", "cik": "0000752789", "assigned-sic": "6153", "irs-number": "752242792", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65189", "film-number": "95603051"}, "business-address": {"street1": "3131 TURTLE CREEK BLVD STE 1301", "city": "DALLAS", "state": "TX", "zip": "75219", "phone": "2145209292"}, "mail-address": {"street1": "3131 TURTLE CREEK BLVD SUITE 1301", "city": "DALLAS", "state": "TX", "zip": "75219"}, "former-company": [{"former-conformed-name": "FIRSTSOUTH COMMERCIAL CORP", "date-changed": "19920703"}, {"former-conformed-name": "APOLLO RESOURCES INC", "date-changed": "19900613"}]}
As filed  with the Securities and Exchange Commission on December
          19, 1995
                                                Registration No. 33-______ 

                                                                           

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                                            

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

                                                            

                           LONESTAR HOSPITALITY CORPORATION
                (Exact name of registrant as specified in its charter)

                         Delaware                             75-2242792
              (State or other jurisdiction of              (I.R.S. Employer
              incorporation or organization)                Identification
          No.)

            3131 Turtle Creek Blvd., Suite 1301
                       Dallas, Texas                            75219
         (Address of principal executive offices)             (Zip Code)

                               1) Consulting Agreement
                    2) Employment Agreement with Steven B. Solomon
                             3) Directors' Stock Options

                              (Full title of the plans)
                                                            

           Steven B. Solomon                          Copy to:
           President                                Mark D. Wigder, Esq.
           LoneStar Hospitality Corporation         Jenkens & Gilchrist,
           3131 Turtle Creek Blvd, Ste. 1301        A Professional Corporation
           Dallas, Texas   75219                    1445 Ross Avenue, Suite 3200
           (214) 520-9292                           Dallas, Texas  75202

          (Name, address and telephone number             (214) 855-4500
         including area code of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Class of Securities Amount to be        Proposed       Proposed              
             To Be Registered             Registered          Maximum        Maximum  
                                          (2)(3)              Offering Price Aggregate         Amount of                      
                                                              Per Share      Offering          Regisitration     
                                                              (2)(3)         Price(2)(3)       Fee(3)  
             Common Stock, $0.01 par
             value per share               410,456 Shares      $ 3.31        $ 1,358,609.36    $ 468.49
(1)  Pursuant  to Rule  416(c) under  the Securities  Act of
          1933,  as amended,  this  Registration Statement  also covers  an
          indeterminate amount of interests to be  offered or sold pursuant
          to the Incentive Employee Stock Option Plan (the "Plan").
               (2)  Estimated solely  for the  purpose  of calculating  the
          registration fee.
               (3)  Calculated pursuant  to Rule 457(c)  and (h) under  the
          Securities  Act of 1933, as amended.   Accordingly, the price per
          share of the common stock offered hereunder, at a price per share
          of $3.31 which was the  average closing bid and asking price  per
          share  of common stock on the  OTC Bulletin Board on December 15,
          1995.  The shares and prices reflect a one-for-five reverse stock
          split effective December 11, 1995.
PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

          Item 3.  Incorporation of Documents by Reference.

               The registrant and the Plan hereby incorporates by reference
          in this registration statement the following documents previously
          filed  by  the  registrant   with  the  Securities  and  Exchange
          Commission (the "Commission"):

                    (1)  the  registrant's Annual Report on Form 10-KSB and
               the amendment  to such Report  on Form 10-KSB/A,  both filed
               with  the Commission  for the  fiscal  year ended  March 31,
               1995;

                    (2)  the registrant's Quarterly Reports  on Form 10-QSB
               for the quarters ended June 30 and September 30, 1995, filed
               with the Commission; 

                    (3)  The   registrant's   Information  Satement   dated
               Noveber, 1, 1995, filed with the Commission.

                    (4)  the description  of the  common  stock, par  value
               $0.01 per share, of the  registrant (the "Common Stock") set
               forth in  the Registration Statement on  Form S-1 for Apollo
               Resources, Inc.,  filed with  the Commission on  November 1,
               1988, and declared effective  January 4, 1989, including any
               amendment or report  filed for the purpose  of updating such
               description.

               All documents  filed by  the registrant with  the Commission
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
          to the date of  this registration statement shall be deemed to be
          incorporated herein by reference and to be a part hereof from the
          date  of the filing  of such documents  until such  time as there
          shall have  been filed a post-effective  amendment that indicates
          that  all  securities  offered  hereby  have been  sold  or  that
          deregisters  all securities remaining unsold at  the time of such
          amendment.

          Item 6.  Indemnification of Directors and Officers.

               Registrant's Certificate of  Incorporation provides that  no
          director  of the  Registrant  will be  personally  liable to  the
          Registrant  or  any  of  its stockholders  for  monetary  damages
          arising  from  the  director's  breach  of fiduciary  duty  as  a
          director, with certain limited exceptions.

               Pursuant to the  provisions of Section  145 of the  Delaware
          General Corporation Law, every Delaware corporation has the power
          to indemnify any person who was or is a party or is threatened to
          be made a party  to any threatened, pending or  completed action,

                                         II-1
suit or  proceeding (other than an  action by or in  the right of
          the corporation) by reason of the fact that he or she is or was a
          director,  officer,   employee  or  agent  of   any  corporation,
          partnership,  joint venture,  trust or other  enterprise, against
          any and  all  expenses,  judgments,  fines and  amounts  paid  in
          settlement  and  reasonably  incurred  in  connection  with  such
          action, suite or proceeding.  The power to indemnify applies only
          if such person  acted in  good faith and  in a  manner he or  she
          reasonably believed to be in the best interest, or not opposed to
          the best interest,  of the  corporation and with  respect to  any
          criminal action or proceeding, had no reasonable cause to believe
          his or her conduct was unlawful.

               The power to indemnify  applies to actions brought by  or in
          the right of the corporation  as well, but only to the  extent of
          defense  and settlement expenses and not to any satisfaction of a
          judgment  or settlement of the claim itself, and with the further
          limitation that in such actions no indemnification  shall be made
          in  the  event  of any  adjudication  unless  the  court, in  its
          discretion, believes that in  the light of all the  circumstances
          indemnification should apply.

               To the  extent any  of the persons  referred to  in the  two
          immediately preceding paragraphs is  successful in the defense of
          the  actions  referred  to  therein,  such  person  is  entitled,
          pursuant to Section 145, to indemnification as described above.

               In addition, the  Registrant's Certificate of  Incorporation
          and Bylaws provide for  indemnification of officers and directors
          to  the   fullest  extent  permitted  by   the  Delaware  General
          Corporation Law.

          Item 8.  Exhibits.

               (a)  Exhibits.

                         The  following documents  are filed  as a  part of
                    this registration statement.

                                         II-2
Exhibit        Description of Exhibit

               4.1  Certificate of Incorporation (incorporated by reference
                    to  Registration Statement  on Form  S-1, File  No. 33-
                    25462, for Apollo Resources, Inc., on November 10, 1988
                    and declared effective January 4, 1989).

               4.2  Certificate    of    Amendment   to    Certificate   of
                    Incorporation filed with Delaware Secretary of State on
                    June 4,  1990 (incorporated  by reference to  Form 10-K
                    for year ended December 31, 1990).

               4.3  Bylaws  (incorporated  by  reference   to  Registration
                    Statement on Form  S-1, File No.  33-25462,  filed with
                    the Commission on November 10, 1988).

               4.4  Certificate    of    Amendment   to    Certificate   of
                    Incorporation filed with Delaware Secretary of State on
                    October 15, 1991 (incorporated by reference to Form 10-
                    K for year ended December 31, 1991).

               4.5  Certificate    of    Amendment   to    Certificate   of
                    Incorporation filed with Delaware Secretary of State on
                    July 20, 1994 (incorporated by reference to Form 10-QSB
                    for quarter ended June 30, 1994).

               4.6* Certificate    of    Amendment   to    Certificate   of
                    Incorporation filed with Delaware Secretary of State on
                    December 11, 1995.

               4.7* Consulting   Agreement  between   LoneStar  Hospitality
                    Corporation and Bill Glaser dated November 14, 1995.

               4.8* Amended  and  Restated  Employment   Agreement  between
                    LoneStar Hospitality Corporation and Steven B. Solomon.

               4.9* Form of Directors' Options

               5*   Opinion   of  Jenkens   &  Gilchrist,   a  Professional
                    Corporation.

               23.1*     Consent   of   Grant  Thornton   LLP,  independent
                         certified public accountants.

               23.2*     Consent  of  Jenkens &  Gilchrist,  a Professional
                         Corporation (included as part of Exhibit 5).

               25   Power  of  Attorney  is found  on  pages  II-6 to  II-7
                    hereof.
          ____________________

          *    Filed herewith.

                                         II-3
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 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; and

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

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

               C.   Insofar  as  indemnification  for  liabilities  arising
          under the Securities Act may be permitted to directors,  officers
          and  controlling  persons  of  the  registrant  pursuant  to  the
          foregoing provisions,  or  otherwise,  the  registrant  has  been
          advised   that   in   the   opinion  of   the   Commission   such
          indemnification  is against  public  policy as  expressed in  the
          Securities  Act and is,  therefore, unenforceable.   In the event
          that a claim for  indemnification against such liabilities (other
          than the payment by  the registrant of expenses incurred  or paid
          by a director, officer or controlling person of the registrant in
          the successful  defense of  any  action, suit  or proceeding)  is
          asserted  by  such director,  officer  or  controlling person  in
          connection with the securities  being registered, the  registrant
          will,  unless in the  opinion of its counsel  the matter has been
          settled  by   controlling  precedent,   submit  to  a   court  of
          appropriate   jurisdiction   the   question   of   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-4
SIGNATURES

               The  Registrant.    Pursuant  to  the  requirements  of  the
          Securities  Act  of 1933,  the registrant  certifies that  it has
          reasonable grounds to believe that it meets all  the requirements
          for  filing on  Form S-8 and  has  duly caused  this registration
          statement  to  be  signed  on  its  behalf  by  the  undersigned,
          thereunto duly authorized, in the City of Dallas, State of Texas,
          on December 19, 1995:
                                                  LONESTAR      HOSPITALITY
                                                  CORPORATION

                                             By:  /s/ Steven B. Solomon    
                                                  Steven B. Solomon
                                                  President        

                                  POWER OF ATTORNEY

               KNOW  ALL MEN  BY  THESE PRESENTS,  that  each person  whose
          signature  appears  below  constitutes  and  appoints  Steven  B.
          Solomon his true and lawful attorney-in-fact  and agent with full
          power  of substitution  and  resubstitution, 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, and  to file the same  with all exhibits,
          thereto,  and all  documents  in connection  therewith, with  the
          Securities   and  Exchange   Commission,   granting   unto   said
          attorneys-in-fact and  agents, and each  of them, full  power and
          authority  to do  and  perform  each  and  every  act  and  thing
          requisite and necessary to be done  in and about the premises, 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 and agents or  either of them, or their  or his
          substitute or substitutes, may lawfully do or cause to be done by
          virtue hereof.

               Pursuant  to the  requirements of  the Securities  Act, this
          registration statement  has been signed by  the following persons
          in the capacities and on the dates indicated.
Signature                        Capacity                       Date
/s/ Steven B.
             Solomon             
             Steven B. Solomon          President  and Chairman  of the
                                        Board  of  Directors (Principal
                                        Executive Officer and Principal       December 19,
                                                                                  1995

             /s/ David S. Lunden                                 
             David S. Lundeen           Vice President & Director               December
                                                                               19, 1995

             /s/ Lawrence E.
             Steinberg           
             Lawrence E. Steinberg      Secretary & Director                  December 19,
                                                                                  1995
/s/James E.
             Bradshaw            
             James E. Bradshaw          Director                              December 19,
                                                                                  1995

             /s/Chris A.
             Economou            
             Chris A. Economou          Director                              December 19,
                                                                                  1995

             /s/Steven R.
             Leipsner            
             Steven R. Leipsner         Director                              December 19,
                                                                                  1995

             /s/ Axel Sawallich  
             Axel Sawallich             Director                              December 19,
                                                                                  1995
EXHIBIT INDEX

            Exh.
           Numbe
             r                  Document Description               Sequent
                                                                    Page
                                                                   Number

              4.1        Certificate     of    Incorporation
                         (incorporated   by   reference   to
                         Registration Statement on Form S-1,
                         File   No.  33-25462,   for  Apollo
                         Resources,  Inc.,  on November  10,
                         1988 and declared effective January
                         4, 1989).

              4.2        Certificate    of    Amendment   to
                         Certificate of  Incorporation filed
                         with Delaware Secretary of State on
                         June   4,  1990   (incorporated  by
                         reference  to  Form 10-K  for  year
                         ended December 31, 1990).

              4.3        Bylaws  (incorporated by  reference
                         to  Registration Statement  on Form
                         S-1, File No.  33-25462, filed with
                         the  Commission   on  November  10,
                         1988).

              4.4        Certificate    of   Amendment    to
                         Certificate of  Incorporation filed
                         with Delaware Secretary of State on
                         October  15, 1991  (incorporated by
                         reference  to  Form 10-K  for  year
                         ended December 31, 1991).

              4.5        Certificate    of   Amendment    to
                         Certificate of Incorporation  filed
                         with Delaware Secretary of State on
                         July  20,   1994  (incorporated  by
                         reference   to   Form  10-QSB   for
                         quarter ended June 30, 1994).

              4.6*       Certificate    of    Amendment   to
                         Certificate of  Incorporation filed
                         with Delaware Secretary of State on
                         December 11, 1995.

              4.7*       Consulting     Agreement    between
                         LoneStar   Hospitality  Corporation
                         and Bill Glaser  dated November 14,
                         1995.

              4.8*       Amended and Restated  Employment Agreement between
                         LoneStar  Hospitality  Corporation and  Steven  B.
                         Solomon.

              4.9*       Form of Directors' Option.
5*         Opinion of Jenkens  & Gilchrist,  a
                         Professional Corporation.

            23.1*        Consent  of   Grant  Thornton  LLP,
                         independent     certified    public
                         accountants.

            23.2*        Consent of Jenkens  & Gilchrist,  a
                         Professional  Corporation (included
                         as part of Exhibit 5).

              25         Power of  Attorney is found on  pages II-6 to
                         II-7 hereof.