<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1997
                                                           REGISTRATION NO. 333-
--------------------------------------------------------------------------------



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                 ---------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                 ---------------------------------------------

                           EDGE PETROLEUM CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<CAPTION> 

<S>                                <C>                                        <C>
          DELAWARE                        TEXACO HERITAGE PLAZA                  76-0511037
(State or Other Jurisdiction of           1111 BAGBY, SUITE 2100               (I.R.S. Employer
Incorporation or Organization)                 HOUSTON, TEXAS                 Identification No.)
                                   (Address of Principal Executive Offices)
                                                   77002
                                                 (Zip Code)
</TABLE> 

--------------------------------------------------------------------------------
                 INCENTIVE PLAN OF EDGE PETROLEUM CORPORATION
                           (Full title of the plan)
--------------------------------------------------------------------------------


                                JAMES D. CALAWAY
                                   PRESIDENT
                           EDGE PETROLEUM CORPORATION
                             TEXACO HERITAGE PLAZA
                             1111 BAGBY, SUITE 2100
                             HOUSTON, TEXAS  77002
                    (Name and Address of Agent for Service)

                     Telephone Number, Including Area Code,
                             of Agent for Service:
                                 (713) 654-8960

                                    copy to:
                                 GENE J. OSHMAN
                             BAKER & BOTTS, L.L.P.
                              3000 ONE SHELL PLAZA
                           HOUSTON, TEXAS 77002-4995

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=========================================================================================== 
                                                                Proposed
Title of                     Amount     Proposed Maximum        Maximum         Amount of
Securities to be             to be       Offering Price        Aggregate       Registration
Registered                 Registered     Per Share(1)      Offering Price(1)       Fee
-------------------------------------------------------------------------------------------
<S>                        <C>         <C>                 <C>                 <C>
Common Stock (par value     1,000,000       $18.375           $18,375,000        $5,569
 $0.01 per share)
===========================================================================================
</TABLE>

  (1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
   calculating the registration fee and based upon the average of the high and
   low sales price reported on the Nasdaq National Market on February 26, 1997.
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          Note:  The document(s) containing the employee benefit plan
information required by Item 1 of Form S-8 and the statement of availability of
registrant information and any other information required by Item 2 of Form S-8
will be sent or given to participants as specified by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act").  In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being 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 under the Securities Act.  The registrant shall
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the registrant shall furnish to the Commission or its staff a copy
or copies of all of the documents included in such file.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     This Registration Statement incorporates herein by reference the following
documents which have been filed with the Commission by Edge Petroleum
Corporation, a Delaware corporation (the "Company"):

          1.  The Company's prospectus, dated February 25, 1997, as filed with
     the Commission pursuant to Rule 424(b) of the Securities Act; and

          2.  The description of the Company's common stock, par value $.01 per
     share ("Common Stock") contained in the Company's Registration Statement on
     Form 8-A, as filed with the Commission on February 14, 1997, pursuant to
     the Securities Exchange Act of 1934, as amended (the "Exchange Act").

     Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby 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 date of filing such documents.

     Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                    EXPERTS

     The Supplementally Combined Financial Statements of Edge Petroleum
Corporation, a Texas corporation, as of December 31, 1995 and 1996 and for each
of the three years in the period ended December 31, 1996 and the Balance Sheet
of the Company as of December 3, 1996, incorporated by reference herein, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports incorporated by reference herein, and have been so incorporated by
reference in reliance upon the reports of such firm given upon their authority
as experts in accounting and auditing.

     The letter report of Ryder Scott Company Petroleum Engineers incorporated
by reference herein and certain information with respect to the Company's oil
and natural gas reserves derived therefrom have been incorporated by reference
herein in reliance upon such firm as experts with respect to such matters.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.



                                     II-1
<PAGE>
 
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware General Corporation Law

     Section 145(a) of the General Corporation Law of the State of Delaware (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 (other than an action by or in the right of the corporation) 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 the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, 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 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
termination of any action, suit or proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which 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 reasonable cause to believe that his conduct was unlawful.

     Section 145(b) of the DGCL states 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 or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including action or suit if 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 except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses that the Court of Chancery or such other court shall
deem proper.

     Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

     Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b).  Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding or (2) if such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion or (3) by the
stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it ultimately is determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.

     Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which 


                                     II-2
<PAGE>
 
those seeking indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in this official capacity and as to action in
another capacity while holding such office.

     Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

     Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation

     The Certificate of Incorporation of the Company provides that a director of
the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL or (iv) for any transaction from which the director derived an improper
personal benefit.  If the DGCL is amended to authorize the further elimination
or limitation of the liability of directors, then the liability of a director of
the Company, in addition to the limitation on personal liability described
above, shall be limited to the fullest extent permitted by the amended DGCL.
Further, any repeal or modification of such provision of the Restated
Certificate of Incorporation by the stockholders of the Company shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Company existing at the time of such repeal or
modification.

Bylaws

     The Bylaws of the Company provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was or has agreed to become a director or officer of the
Company or is or was serving or has agreed to serve at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving or having agreed to serve as a director or officer, shall
be indemnified and held harmless by the Company to the fullest extent authorized
by the DGCL, as the same exists or may thereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said law permitted the
Company to provide prior to such amendment) against all expense, liability and
loss (including, without limitation, attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to serve in the
capacity which initially entitled such person to indemnity thereunder, and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the Company shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
board of directors of the Company.  The Bylaws further provide that the right to
indemnification conferred thereby shall be a contract right and shall include
the right to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that, if the
DGCL requires, the payment of such expenses incurred by a current, former or
proposed director or officer in his or her capacity as a director or officer or
proposed director or officer (and not in any other capacity in which service was
or is or has been agreed to be rendered by such person while a director or
officer, including, without 


                                     II-3
<PAGE>
 
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Company of
an undertaking, by or on behalf of such indemnified person, to repay all amounts
so advanced if it shall ultimately be determined that such indemnified person is
not entitled. to be indemnified under the Bylaws or otherwise. In addition, the
Bylaws provide that the Company may, by action of its board of directors,
provide indemnification to employees and agents of the Company, individually or
as a group, with the same scope and effect as the indemnification to employees
and agents of the Company, individually or as a group, with the same scope and
effect as the indemnification of directors and officers provided for in the
Bylaws.

     The Bylaws include related provisions meant to facilitate the indemnitee's
receipt of such benefits.  These provisions cover, among other things: (i)
specification of the method of determining entitlement to indemnification and
the selection of independent counsel that will in some cases make such
determination; (ii) specification of certain time periods by which certain
payments or determinations must be made and actions must be taken; and (iii) the
establishment of certain presumptions in favor of an indemnitee.  The benefits
of certain of these provisions are available to an indemnitee only if there has
been a change in control (as defined therein).

Indemnification Agreements

     The Company has entered into Indemnification Agreements with each of its
directors.  The Indemnification Agreements provide that the Company shall
indemnify the director and hold him harmless from any losses and expenses which,
in type or amount, are not insured under the directors and officers' liability
insurance maintained by the Company, and generally indemnifies the director
against losses and expenses as a result of a claim or claims made against him
for any breach of duty, neglect, error, misstatement, misleading statement,
omission or other act done or wrongfully attempted by the director or any of the
foregoing alleged by any claimant or any claim against the director solely by
reason of him being a director or officer of the Company, subject to certain
exclusions.  The Indemnification Agreements also provide certain procedures
regarding the right to indemnification and for the advancement of expenses.

Insurance

     The Company intends to obtain a policy of liability insurance to insure its
officers and directors against losses resulting from certain acts committed by
them in their capacities as officers and directors of the Company.

Incentive Plan

     In addition, Section 6 of the Company's Incentive Plan (the "Incentive
Plan") provides that certain directors and officers administering the Incentive
Plan shall not be liable for anything done or omitted to be done by him or her
in connection with the performance of duties under the Incentive Plan, except
for his or her own willful misconduct or as expressly provided by statute.

     The above discussion of the Company's Certificate of Incorporation, Bylaws,
Incentive Plan and Section 145 of the Delaware General Corporation Law is
intended to be only a summary and is qualified in its entirety by the full text
of each of the foregoing.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.


                                     II-4
<PAGE>
 
ITEM 8.    EXHIBITS
     The following documents are filed as a part of this registration statement
or incorporated by reference herein:

Exhibit
  No.                                  Description
-------                                ----------- 

 4.1*  --    Restated Certificate of Incorporation, as amended, of the Company
             (incorporated herein by reference to Exhibit 3.1 to the Company's
             Registration Statement on Form S-1 (Registration No. 333-17267)).

 4.2*  --    Bylaws of the Company (incorporated herein by reference to Exhibit
             3.2 to the Company's Registration Statement on Form S-4
             (Registration No. 333-17269).

 4.3*  --    Form of certificate representing Common Stock (incorporated herein
             by reference to Exhibit 4.1 to the Company's Registration Statement
             on Form S-4 (Registration No. 333-17269)).

 4.4*  --    Incentive Plan of Edge Petroleum Corporation (incorporated herein
             by reference to Exhibit 10.9 to the Company's Registration
             Statement on Form S-4 (Registration No. 333-17269)) .

   5   --    Opinion of Baker & Botts, L.L.P.

23.1   --    Consent of Baker & Botts, L.L.P. (included in Exhibit 5).

23.2   --    Consent of Deloitte & Touche LLP.

23.3   --    Consent of Ryder Scott Company.

24     --    Powers of Attorney (included on the signature page of this 
             Registration Statement).
---------------------- 

*    Incorporated herein by reference as indicated.


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 of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
              after the effective date of the Registration Statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in the Registration Statement.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) of the Securities Act
              of 1933 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;


                                     II-5
<PAGE>
 
                  (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 the undertakings set forth in paragraphs (a)(1)(i)
     and (a)(1)(ii) above do not apply if the information required to be
     included in a post-effective amendment by those paragraphs is contained in
     periodic reports filed by the registrant pursuant to Section 13 or Section
     15(d) of the Securities Exchange Act of 1934 that are incorporated by
     reference in the Registration Statement.

              (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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 this
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 of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                     II-6
<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 the 28th day of February,
1997.

                                    EDGE PETROLEUM CORPORATION


                         By: /s/  John E. Calaway
                             ------------------------
                             John E. Calaway
                             Chief Executive Officer and Chairman of the Board

                               POWER OF ATTORNEY

     Each person whose signature appears below appoints John E. Calaway and
James D. Calaway, and each of them, each of whom may act without the joinder of
the other, as his true and lawful attorneys-in-fact and agents, 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 other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully and for 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 any of them or their substitutes, may lawfully 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 below by the following persons in the
capacities indicated on the 28th day of February, 1997.

          Signature                           Title
          ---------                           -----   
 
    /s/  John E. Calaway       Chief Executive Officer and Chairman of the Board
-----------------------------  (Principal Executive Officer)
         John E. Calaway
 
    /s/  James D. Calaway      President and Director
-----------------------------
         James D. Calaway
 
    /s/  Michael G. Long       Chief Financial Officer
-----------------------------  (Principal Financial Officer)
         Michael G. Long
 
    /s/  Richard S. Dale       Controller, Treasurer and Secretary
-----------------------------  (Principal Accounting Officer)
         Richard S. Dale
 
    /s/  Vincent Andrews       Director
-----------------------------
         Vincent Andrews


                                     II-7
<PAGE>
 
    /s/  David B. Benedict     Director
-----------------------------
         David B. Benedict
 
    /s/  Nils P. Peterson      Director
----------------------------- 
         Nils P. Peterson
 
    /s/  Stanley S. Raphael    Director
-----------------------------
         Stanley S. Raphael
 
    /s/  John Sfondrini        Director
-----------------------------
         John Sfondrini


                                     II-8
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit
  No.                                 Description
-------                               -----------

 4.1*  --    Restated Certificate of Incorporation, as amended, of the Company
             (incorporated herein by reference to Exhibit 3.1 to the Company's
             Registration Statement on Form S-1 (Registration No. 333-17267)).

 4.2*  --    Bylaws of the Company (incorporated herein by reference to Exhibit
             3.2 to the Company's Registration Statement on Form S-4
             (Registration No. 333-17269).

 4.3*  --    Form of certificate representing Common Stock (incorporated herein
             by reference to Exhibit 4.1 to the Company's Registration Statement
             on Form S-4 (Registration No. 333-17269)).

 4.4*  --    Incentive Plan of Edge Petroleum Corporation (incorporated herein
             by reference to Exhibit 10.9 to the Company's Registration
             Statement on Form S-4 (Registration No. 333-17269)).

    5  --    Opinion of Baker & Botts, L.L.P.

 23.1  --    Consent of Baker & Botts, L.L.P. (included in Exhibit 5).

 23.2  --    Consent of Deloitte & Touche LLP.

 23.3  --    Consent of Ryder Scott Company.

   24  --    Powers of Attorney (included on the signature page of this
             Registration Statement).
______________________________________

  * Incorporated herein by reference as indicated.


                                     II-9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 32352}]
{"company-data": {"conformed-name": "EDGE PETROLEUM CORP", "cik": "0001021010", "assigned-sic": "1311", "irs-number": "760511037", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22571", "film-number": "97548232"}, "business-address": {"street1": "1111 BAGBY", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7136548960"}, "mail-address": {"street1": "1111 BAGBY", "city": "HOUSTON", "state": "TX", "zip": "77002"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1997
                                                           REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                 ---------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                 ---------------------------------------------

                           EDGE PETROLEUM CORPORATION
             (Exact Name of Registrant as Specified in its Charter)
DELAWARE                        TEXACO HERITAGE PLAZA                  76-0511037
(State or Other Jurisdiction of           1111 BAGBY, SUITE 2100               (I.R.S. Employer
Incorporation or Organization)                 HOUSTON, TEXAS                 Identification No.)
                                   (Address of Principal Executive Offices)
                                                   77002
                                                 (Zip Code)
--------------------------------------------------------------------------------
                 INCENTIVE PLAN OF EDGE PETROLEUM CORPORATION
                           (Full title of the plan)
--------------------------------------------------------------------------------

                                JAMES D. CALAWAY
                                   PRESIDENT
                           EDGE PETROLEUM CORPORATION
                             TEXACO HERITAGE PLAZA
                             1111 BAGBY, SUITE 2100
                             HOUSTON, TEXAS  77002
                    (Name and Address of Agent for Service)

                     Telephone Number, Including Area Code,
                             of Agent for Service:
                                 (713) 654-8960

                                    copy to:
                                 GENE J. OSHMAN
                             BAKER & BOTTS, L.L.P.
                              3000 ONE SHELL PLAZA
                           HOUSTON, TEXAS 77002-4995

                        CALCULATION OF REGISTRATION FEE
=========================================================================================== 
                                                                Proposed
Title of                     Amount     Proposed Maximum        Maximum         Amount of
Securities to be             to be       Offering Price        Aggregate       Registration
Registered                 Registered     Per Share(1)      Offering Price(1)       Fee
-------------------------------------------------------------------------------------------
Common Stock (par value     1,000,000       $18.375           $18,375,000        $5,569
 $0.01 per share)
===========================================================================================
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
   calculating the registration fee and based upon the average of the high and
   low sales price reported on the Nasdaq National Market on February 26, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          Note:  The document(s) containing the employee benefit plan
information required by Item 1 of Form S-8 and the statement of availability of
registrant information and any other information required by Item 2 of Form S-8
will be sent or given to participants as specified by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act").  In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being 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 under the Securities Act.  The registrant shall
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the registrant shall furnish to the Commission or its staff a copy
or copies of all of the documents included in such file.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     This Registration Statement incorporates herein by reference the following
documents which have been filed with the Commission by Edge Petroleum
Corporation, a Delaware corporation (the "Company"):

          1.  The Company's prospectus, dated February 25, 1997, as filed with
     the Commission pursuant to Rule 424(b) of the Securities Act; and

          2.  The description of the Company's common stock, par value $.01 per
     share ("Common Stock") contained in the Company's Registration Statement on
     Form 8-A, as filed with the Commission on February 14, 1997, pursuant to
     the Securities Exchange Act of 1934, as amended (the "Exchange Act").

     Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby 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 date of filing such documents.

     Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                    EXPERTS

     The Supplementally Combined Financial Statements of Edge Petroleum
Corporation, a Texas corporation, as of December 31, 1995 and 1996 and for each
of the three years in the period ended December 31, 1996 and the Balance Sheet
of the Company as of December 3, 1996, incorporated by reference herein, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports incorporated by reference herein, and have been so incorporated by
reference in reliance upon the reports of such firm given upon their authority
as experts in accounting and auditing.

     The letter report of Ryder Scott Company Petroleum Engineers incorporated
by reference herein and certain information with respect to the Company's oil
and natural gas reserves derived therefrom have been incorporated by reference
herein in reliance upon such firm as experts with respect to such matters.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.

                                     II-1
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware General Corporation Law

     Section 145(a) of the General Corporation Law of the State of Delaware (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 (other than an action by or in the right of the corporation) 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 the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, 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 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
termination of any action, suit or proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which 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 reasonable cause to believe that his conduct was unlawful.

     Section 145(b) of the DGCL states 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 or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including action or suit if 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 except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses that the Court of Chancery or such other court shall
deem proper.

     Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

     Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b).  Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding or (2) if such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion or (3) by the
stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it ultimately is determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.

     Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which 

                                     II-2
those seeking indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in this official capacity and as to action in
another capacity while holding such office.

     Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

     Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation

     The Certificate of Incorporation of the Company provides that a director of
the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL or (iv) for any transaction from which the director derived an improper
personal benefit.  If the DGCL is amended to authorize the further elimination
or limitation of the liability of directors, then the liability of a director of
the Company, in addition to the limitation on personal liability described
above, shall be limited to the fullest extent permitted by the amended DGCL.
Further, any repeal or modification of such provision of the Restated
Certificate of Incorporation by the stockholders of the Company shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Company existing at the time of such repeal or
modification.

Bylaws

     The Bylaws of the Company provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was or has agreed to become a director or officer of the
Company or is or was serving or has agreed to serve at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving or having agreed to serve as a director or officer, shall
be indemnified and held harmless by the Company to the fullest extent authorized
by the DGCL, as the same exists or may thereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said law permitted the
Company to provide prior to such amendment) against all expense, liability and
loss (including, without limitation, attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to serve in the
capacity which initially entitled such person to indemnity thereunder, and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the Company shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
board of directors of the Company.  The Bylaws further provide that the right to
indemnification conferred thereby shall be a contract right and shall include
the right to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that, if the
DGCL requires, the payment of such expenses incurred by a current, former or
proposed director or officer in his or her capacity as a director or officer or
proposed director or officer (and not in any other capacity in which service was
or is or has been agreed to be rendered by such person while a director or
officer, including, without 

                                     II-3
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Company of
an undertaking, by or on behalf of such indemnified person, to repay all amounts
so advanced if it shall ultimately be determined that such indemnified person is
not entitled. to be indemnified under the Bylaws or otherwise. In addition, the
Bylaws provide that the Company may, by action of its board of directors,
provide indemnification to employees and agents of the Company, individually or
as a group, with the same scope and effect as the indemnification to employees
and agents of the Company, individually or as a group, with the same scope and
effect as the indemnification of directors and officers provided for in the
Bylaws.

     The Bylaws include related provisions meant to facilitate the indemnitee's
receipt of such benefits.  These provisions cover, among other things: (i)
specification of the method of determining entitlement to indemnification and
the selection of independent counsel that will in some cases make such
determination; (ii) specification of certain time periods by which certain
payments or determinations must be made and actions must be taken; and (iii) the
establishment of certain presumptions in favor of an indemnitee.  The benefits
of certain of these provisions are available to an indemnitee only if there has
been a change in control (as defined therein).

Indemnification Agreements

     The Company has entered into Indemnification Agreements with each of its
directors.  The Indemnification Agreements provide that the Company shall
indemnify the director and hold him harmless from any losses and expenses which,
in type or amount, are not insured under the directors and officers' liability
insurance maintained by the Company, and generally indemnifies the director
against losses and expenses as a result of a claim or claims made against him
for any breach of duty, neglect, error, misstatement, misleading statement,
omission or other act done or wrongfully attempted by the director or any of the
foregoing alleged by any claimant or any claim against the director solely by
reason of him being a director or officer of the Company, subject to certain
exclusions.  The Indemnification Agreements also provide certain procedures
regarding the right to indemnification and for the advancement of expenses.

Insurance

     The Company intends to obtain a policy of liability insurance to insure its
officers and directors against losses resulting from certain acts committed by
them in their capacities as officers and directors of the Company.

Incentive Plan

     In addition, Section 6 of the Company's Incentive Plan (the "Incentive
Plan") provides that certain directors and officers administering the Incentive
Plan shall not be liable for anything done or omitted to be done by him or her
in connection with the performance of duties under the Incentive Plan, except
for his or her own willful misconduct or as expressly provided by statute.

     The above discussion of the Company's Certificate of Incorporation, Bylaws,
Incentive Plan and Section 145 of the Delaware General Corporation Law is
intended to be only a summary and is qualified in its entirety by the full text
of each of the foregoing.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

                                     II-4
ITEM 8.    EXHIBITS
     The following documents are filed as a part of this registration statement
or incorporated by reference herein:

Exhibit
  No.                                  Description
-------                                ----------- 

 4.1*  --    Restated Certificate of Incorporation, as amended, of the Company
             (incorporated herein by reference to Exhibit 3.1 to the Company's
             Registration Statement on Form S-1 (Registration No. 333-17267)).

 4.2*  --    Bylaws of the Company (incorporated herein by reference to Exhibit
             3.2 to the Company's Registration Statement on Form S-4
             (Registration No. 333-17269).

 4.3*  --    Form of certificate representing Common Stock (incorporated herein
             by reference to Exhibit 4.1 to the Company's Registration Statement
             on Form S-4 (Registration No. 333-17269)).

 4.4*  --    Incentive Plan of Edge Petroleum Corporation (incorporated herein
             by reference to Exhibit 10.9 to the Company's Registration
             Statement on Form S-4 (Registration No. 333-17269)) .

   5   --    Opinion of Baker & Botts, L.L.P.

23.1   --    Consent of Baker & Botts, L.L.P. (included in Exhibit 5).

23.2   --    Consent of Deloitte & Touche LLP.

23.3   --    Consent of Ryder Scott Company.

24     --    Powers of Attorney (included on the signature page of this 
             Registration Statement).
---------------------- 

*    Incorporated herein by reference as indicated.

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 of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
              after the effective date of the Registration Statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in the Registration Statement.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) of the Securities Act
              of 1933 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;

                                     II-5
(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 the undertakings set forth in paragraphs (a)(1)(i)
     and (a)(1)(ii) above do not apply if the information required to be
     included in a post-effective amendment by those paragraphs is contained in
     periodic reports filed by the registrant pursuant to Section 13 or Section
     15(d) of the Securities Exchange Act of 1934 that are incorporated by
     reference in the Registration Statement.

              (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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 this
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 of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                     II-6
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 the 28th day of February,
1997.

                                    EDGE PETROLEUM CORPORATION

                         By: /s/  John E. Calaway
                             ------------------------
                             John E. Calaway
                             Chief Executive Officer and Chairman of the Board

                               POWER OF ATTORNEY

     Each person whose signature appears below appoints John E. Calaway and
James D. Calaway, and each of them, each of whom may act without the joinder of
the other, as his true and lawful attorneys-in-fact and agents, 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 other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully and for 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 any of them or their substitutes, may lawfully 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 below by the following persons in the
capacities indicated on the 28th day of February, 1997.

          Signature                           Title
          ---------                           -----   
 
    /s/  John E. Calaway       Chief Executive Officer and Chairman of the Board
-----------------------------  (Principal Executive Officer)
         John E. Calaway
 
    /s/  James D. Calaway      President and Director
-----------------------------
         James D. Calaway
 
    /s/  Michael G. Long       Chief Financial Officer
-----------------------------  (Principal Financial Officer)
         Michael G. Long
 
    /s/  Richard S. Dale       Controller, Treasurer and Secretary
-----------------------------  (Principal Accounting Officer)
         Richard S. Dale
 
    /s/  Vincent Andrews       Director
-----------------------------
         Vincent Andrews

                                     II-7
/s/  David B. Benedict     Director
-----------------------------
         David B. Benedict
 
    /s/  Nils P. Peterson      Director
----------------------------- 
         Nils P. Peterson
 
    /s/  Stanley S. Raphael    Director
-----------------------------
         Stanley S. Raphael
 
    /s/  John Sfondrini        Director
-----------------------------
         John Sfondrini

                                     II-8
EXHIBIT INDEX

Exhibit
  No.                                 Description
-------                               -----------

 4.1*  --    Restated Certificate of Incorporation, as amended, of the Company
             (incorporated herein by reference to Exhibit 3.1 to the Company's
             Registration Statement on Form S-1 (Registration No. 333-17267)).

 4.2*  --    Bylaws of the Company (incorporated herein by reference to Exhibit
             3.2 to the Company's Registration Statement on Form S-4
             (Registration No. 333-17269).

 4.3*  --    Form of certificate representing Common Stock (incorporated herein
             by reference to Exhibit 4.1 to the Company's Registration Statement
             on Form S-4 (Registration No. 333-17269)).

 4.4*  --    Incentive Plan of Edge Petroleum Corporation (incorporated herein
             by reference to Exhibit 10.9 to the Company's Registration
             Statement on Form S-4 (Registration No. 333-17269)).

    5  --    Opinion of Baker & Botts, L.L.P.

 23.1  --    Consent of Baker & Botts, L.L.P. (included in Exhibit 5).

 23.2  --    Consent of Deloitte & Touche LLP.

 23.3  --    Consent of Ryder Scott Company.

   24  --    Powers of Attorney (included on the signature page of this
             Registration Statement).
______________________________________

  * Incorporated herein by reference as indicated.

                                     II-9