<PAGE>
 
As filed with the Securities and Exchange Commission on July 1, 1998
                                                Registration No. 333-___________
                                                                                
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                _______________
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                _______________

                             SHERIDAN ENERGY, INC.
             (Exact name of registrant as specified in its charter)

      Delaware                                         76-0507664
  (I.R.S. Employer                          (State or other jurisdiction of
  Identification No.)                        incorporation or organization)
                    
                           1000 Louisiana, Suite 800
                              Houston, Texas 77002
                                 (713) 651-7899
                    (Address of principal executive offices)

                             SHERIDAN ENERGY, INC.
                          1997 FLEXIBLE INCENTIVE PLAN
                                      and
                             SHERIDAN ENERGY, INC.
                          1998 FLEXIBLE INCENTIVE PLAN
                            (Full title of the plan)
 
                                                  Copy to:
 
MICHAEL A. GERLICH, VICE PRESIDENT            ARTHUR S. BERNER, ESQ.
  AND CHIEF FINANCIAL OFFICER             WINSTEAD SECHREST & MINICK P.C.
    SHERIDAN ENERGY, INC.                    910 TRAVIS, SUITE 2400
   1000 LOUISIANA, SUITE 800                  HOUSTON, TEXAS 77002
    HOUSTON, TEXAS 77002                        (713) 650-2729
      (713) 651-7899

      (Name and address, including
     zip code, and telephone number,
including area code, of agent for service)

<TABLE> 
<CAPTION>
------------------------------------------------------------------------------------------------- 
                                 CALCULATION OF REGISTRATION FEE
================================================================================================= 
                                                 PROPOSED            PROPOSED
       TITLE OF               AMOUNT              MAXIMUM             MAXIMUM         AMOUNT OF
      SECURITIES               BEING          OFFERING PRICE         AGGREGATE       REGISTRATION
   BEING REGISTERED        REGISTERED(1)       PER SHARE(2)      OFFERING PRICE(2)       FEE
<S>                      <C>                 <C>                 <C>                 <C>
-------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share      700,000 Shares              $3.875          $2,712,500           $800.19
=================================================================================================
</TABLE>

 (1)  Pursuant to Rule 416 under the Securities Act of 1933, this registration
      statement also covers an indeterminate number of shares as may be required
      to cover possible adjustments under the Plan by reason of any stock
      dividend, stock split, share combination, exchange of shares,
      recapitalization, merger, consolidation, separate reorganization or the
      like of or by the Registrant.

(2)   Estimated solely for the purposes of calculating the registration fee
      pursuant to Rule 457(h) based on the average of the high and low prices
      for the Common Stock of the Registrant as quoted in the NASDAQ SmallCap
      Market System on June 26, 1998.
<PAGE>
 
                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   Plan Information *

ITEM 2.   Registrant Information and Employee Plan Annual Information *
__________
*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     the Note to Part I of Form S-8.

                                    PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents (as filed with the Securities and Exchange
Commission (the "Commission") by the Registrant) are incorporated by reference
in this Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997 and Quarterly Report on Form 10-QSB for the period ended
March 31, 1998.

     (b)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1997.

     (c)  The description of the Common Stock contained in the Registrant's
Prospectus filed with the Commission on August 23, 1996 as part of the
Registrant's Registration Statement on Form S-4 (Registration No. 333-10729),
and amendments thereto.

     (d)  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered 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 part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware ("Section
145") provides that a Delaware corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or enterprise, including an
employee benefit plan.  The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful, except that no indemnification shall be made in
connection with any action or suit by or in the right of the corporation to
procure a judgment in its favor 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 Delaware 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 such court deems proper.  The termination of any action, suit, or
proceeding by judgment, order, settlement, 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 also provides that to the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter therein, the corporation must indemnify
him against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     Section 145 further provides that any indemnification (unless ordered by a
court) must be made 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 above.  Such determination must be made (i) by a majority vote of the
directors who were not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

     Section 145 also provides that expenses (including attorneys' fees)
incurred by an officer or director in defending or settling 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

                                       2
<PAGE>
 
proceeding, upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it is ultimately determined that he is not
entitled to be indemnified by the corporation.

     Section 145 further provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Section 145 shall not exclude any
other rights to which a person 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 his official capacity
and as to action in another capacity while holding such office.

     Article Thirteenth of the Registrant's Certificate of Incorporation
provides that the Registrant shall indemnify and hold harmless any person who
was or is made a party or is threatened to be made a party to any action, suit
or proceeding, whether civil, criminal, administrative, or investigative, by
reason of the fact that he is or was a director or officer of the Registrant, or
is or was serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust, or
other enterprise, in accordance with provisions corresponding to Section 145.

     Section 6 of Article VIII of the Registrant's Bylaws also requires the
Registrant to indemnify its directors and officers to the fullest extent
permitted by Section 145 and the Certificate of Incorporation of the Registrant.
In addition, the Company has entered into indemnification agreements with its
directors and certain of its officers.

     Section 145 further provides that a corporation may 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 authority to indemnify him
against such liability and expenses under the provisions described in the
preceding paragraphs.  The Registrant maintains liability insurance covering its
directors and officers.

     Section 102(b)(7) of the General Corporation Law of the State of Delaware
permits a Delaware corporation to include a provision in its certificate of
incorporation eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the General Corporation Law of the State of
Delaware (providing for liability of directors for unlawful payment of dividends
or unlawful stock purchases or redemptions), or (iv) for any transaction from
which the director derived an improper personal benefit.  Article Twelfth of the
Registrant's Certificate of Incorporation eliminates liability of directors of
the Registrant to the Registrant or its shareholders for monetary damages for
breach of fiduciary duty to the extent permitted by Section 102(b)(7) of the
General Corporation Law of the State of Delaware.

                                       3
<PAGE>
 
     The foregoing discussion is qualified in its entirety by reference to the
General Corporation Law of the State of Delaware and the Registrant's
Certificate of Incorporation and Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NUMBER                               DESCRIPTION
<C>              <S>
           4.1   Sheridan Energy, Inc. 1997 Flexible Incentive Plan - filed
                 herewith.
           4.2   Sheridan Energy, Inc. 1998 Flexible Incentive Plan - filed
                 herewith.
           5     Opinion of Winstead Sechrest & Minick P.C. as to the legality
                 of the securities being registered - filed herewith.
          23.1   Consent of Price Waterhouse, LLP, independent public
                 accountants - filed herewith.
          23.2   Consent of Winstead Sechrest & Minick P.C. (included in the
                 opinion filed as Exhibit 5 to this Registration Statement).
          24     Powers of Attorney (included on signature page).
</TABLE>


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 this 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 this Registration Statement; and

          (iii) to include any information with respect to the plan of
                distribution not previously disclosed in this Registration
                Statement or any material change to such information in the
                Registration Statement;

                                       4
<PAGE>
 
provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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 that is incorporated by
         reference in this Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered herein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(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
         described in Item 6 above, or otherwise, the Registrant has been
         advised that in the opinion of the Securities and Exchange Commission
         such indemnification is against public policy as expressed in the
         Securities Act of 1933, 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 of controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act of 1933 and will be governed by the final adjudication
         of such issue.

                                       5
<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 July 1, 1998.


                                      SHERIDAN ENERGY, INC.



                                     /s/ B.A. Berilgen
                                     -------------------------------------------
                                     By:   B.A. Berilgen
                                           President and Chief Executive Officer


                               POWER OF ATTORNEY

      Each of the undersigned constitutes and appoints B.A. Berilgen and Michael
A. Gerlich, and each of them, 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 and file with the
Securities and Exchange Commission and/or any state securities department or any
other federal or state agency or governmental authority, any and all amendments
and exhibits to this Registration Statement and any other documents in
connection therewith, granting unto such 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 such attorneys-in-fact and agents, or any of them, whether
substitute or 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 by the following persons in the
capacities indicated below on the day of July 1, 1998.


           Name                            Title                      Date
           ----                            -----                      ---- 
/s/ B.A. Berilgen            President and Chief Executive
------------------------     Officer (Principal Executive         July 1, 1998
B.A. Berilgen                Officer)

                                       6
<PAGE>
 
           Name                            Title                      Date
           ----                            -----                      ---- 
/s/ Michael A. Gerlich       Vice President, Director and         July 1, 1998
------------------------     Chief Financial Officer 
Michael A. Gerlich           (Principal Financial Officer)
 
/s/ Jonathan P. Carroll      Director                             July 1, 1998
------------------------
Jonathan P. Carroll
 
 
/s/ W. Craig Childers        Director                             July 1, 1998
------------------------
W. Craig Childers
 
 
/s/ D. Bradley Dunn          Director                             July 1, 1998
------------------------
D. Bradley Dunn
 
 
/s/ David H. Scheiber        Director                             July 1, 1998
------------------------
David H. Scheiber
 
 
/s/ Jeffrey E. Susskind      Director                             July 1, 1998
------------------------
Jeffrey E. Susskind

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21622}]
{"company-data": {"conformed-name": "SHERIDAN ENERGY INC", "cik": "0001018355", "assigned-sic": "1382", "irs-number": "760507664", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58317", "film-number": "98659334"}, "business-address": {"street1": "1000 LOUISIANA", "street2": "STE 800", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7136517899"}, "mail-address": {"street1": "222 PENNBRIGHT", "street2": "STE 200", "city": "HOUSTON", "state": "TX", "zip": "77090"}, "former-company": {"former-conformed-name": "GEOSTRAT RESOURCES INC", "date-changed": "19960708"}}
As filed with the Securities and Exchange Commission on July 1, 1998
                                                Registration No. 333-___________
                                                                                
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                _______________
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                _______________

                             SHERIDAN ENERGY, INC.
             (Exact name of registrant as specified in its charter)

      Delaware                                         76-0507664
  (I.R.S. Employer                          (State or other jurisdiction of
  Identification No.)                        incorporation or organization)
                    
                           1000 Louisiana, Suite 800
                              Houston, Texas 77002
                                 (713) 651-7899
                    (Address of principal executive offices)

                             SHERIDAN ENERGY, INC.
                          1997 FLEXIBLE INCENTIVE PLAN
                                      and
                             SHERIDAN ENERGY, INC.
                          1998 FLEXIBLE INCENTIVE PLAN
                            (Full title of the plan)
 
                                                  Copy to:
 
MICHAEL A. GERLICH, VICE PRESIDENT            ARTHUR S. BERNER, ESQ.
  AND CHIEF FINANCIAL OFFICER             WINSTEAD SECHREST & MINICK P.C.
    SHERIDAN ENERGY, INC.                    910 TRAVIS, SUITE 2400
   1000 LOUISIANA, SUITE 800                  HOUSTON, TEXAS 77002
    HOUSTON, TEXAS 77002                        (713) 650-2729
      (713) 651-7899

      (Name and address, including
     zip code, and telephone number,
including area code, of agent for service)
------------------------------------------------------------------------------------------------- 
                                 CALCULATION OF REGISTRATION FEE
================================================================================================= 
                                                 PROPOSED            PROPOSED
       TITLE OF               AMOUNT              MAXIMUM             MAXIMUM         AMOUNT OF
      SECURITIES               BEING          OFFERING PRICE         AGGREGATE       REGISTRATION
   BEING REGISTERED        REGISTERED(1)       PER SHARE(2)      OFFERING PRICE(2)       FEE
-------------------------------------------------------------------------------------------------
Common Stock, $.01
par value per share      700,000 Shares              $3.875          $2,712,500           $800.19
=================================================================================================
(1)  Pursuant to Rule 416 under the Securities Act of 1933, this registration
      statement also covers an indeterminate number of shares as may be required
      to cover possible adjustments under the Plan by reason of any stock
      dividend, stock split, share combination, exchange of shares,
      recapitalization, merger, consolidation, separate reorganization or the
      like of or by the Registrant.

(2)   Estimated solely for the purposes of calculating the registration fee
      pursuant to Rule 457(h) based on the average of the high and low prices
      for the Common Stock of the Registrant as quoted in the NASDAQ SmallCap
      Market System on June 26, 1998.
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   Plan Information *

ITEM 2.   Registrant Information and Employee Plan Annual Information *
__________
*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     the Note to Part I of Form S-8.

                                    PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents (as filed with the Securities and Exchange
Commission (the "Commission") by the Registrant) are incorporated by reference
in this Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997 and Quarterly Report on Form 10-QSB for the period ended
March 31, 1998.

     (b)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1997.

     (c)  The description of the Common Stock contained in the Registrant's
Prospectus filed with the Commission on August 23, 1996 as part of the
Registrant's Registration Statement on Form S-4 (Registration No. 333-10729),
and amendments thereto.

     (d)  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered 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 part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware ("Section
145") provides that a Delaware corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or enterprise, including an
employee benefit plan.  The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful, except that no indemnification shall be made in
connection with any action or suit by or in the right of the corporation to
procure a judgment in its favor 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 Delaware 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 such court deems proper.  The termination of any action, suit, or
proceeding by judgment, order, settlement, 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 also provides that to the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter therein, the corporation must indemnify
him against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     Section 145 further provides that any indemnification (unless ordered by a
court) must be made 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 above.  Such determination must be made (i) by a majority vote of the
directors who were not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

     Section 145 also provides that expenses (including attorneys' fees)
incurred by an officer or director in defending or settling 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

                                       2
proceeding, upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it is ultimately determined that he is not
entitled to be indemnified by the corporation.

     Section 145 further provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Section 145 shall not exclude any
other rights to which a person 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 his official capacity
and as to action in another capacity while holding such office.

     Article Thirteenth of the Registrant's Certificate of Incorporation
provides that the Registrant shall indemnify and hold harmless any person who
was or is made a party or is threatened to be made a party to any action, suit
or proceeding, whether civil, criminal, administrative, or investigative, by
reason of the fact that he is or was a director or officer of the Registrant, or
is or was serving at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust, or
other enterprise, in accordance with provisions corresponding to Section 145.

     Section 6 of Article VIII of the Registrant's Bylaws also requires the
Registrant to indemnify its directors and officers to the fullest extent
permitted by Section 145 and the Certificate of Incorporation of the Registrant.
In addition, the Company has entered into indemnification agreements with its
directors and certain of its officers.

     Section 145 further provides that a corporation may 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 authority to indemnify him
against such liability and expenses under the provisions described in the
preceding paragraphs.  The Registrant maintains liability insurance covering its
directors and officers.

     Section 102(b)(7) of the General Corporation Law of the State of Delaware
permits a Delaware corporation to include a provision in its certificate of
incorporation eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the General Corporation Law of the State of
Delaware (providing for liability of directors for unlawful payment of dividends
or unlawful stock purchases or redemptions), or (iv) for any transaction from
which the director derived an improper personal benefit.  Article Twelfth of the
Registrant's Certificate of Incorporation eliminates liability of directors of
the Registrant to the Registrant or its shareholders for monetary damages for
breach of fiduciary duty to the extent permitted by Section 102(b)(7) of the
General Corporation Law of the State of Delaware.

                                       3
The foregoing discussion is qualified in its entirety by reference to the
General Corporation Law of the State of Delaware and the Registrant's
Certificate of Incorporation and Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.
EXHIBIT NUMBER                               DESCRIPTION
4.1   Sheridan Energy, Inc. 1997 Flexible Incentive Plan - filed
                 herewith.
           4.2   Sheridan Energy, Inc. 1998 Flexible Incentive Plan - filed
                 herewith.
           5     Opinion of Winstead Sechrest & Minick P.C. as to the legality
                 of the securities being registered - filed herewith.
          23.1   Consent of Price Waterhouse, LLP, independent public
                 accountants - filed herewith.
          23.2   Consent of Winstead Sechrest & Minick P.C. (included in the
                 opinion filed as Exhibit 5 to this Registration Statement).
          24     Powers of Attorney (included on signature page).
ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

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

          (i)   to include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  to reflect in the prospectus any facts or events arising after
                the effective date of this 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 this Registration Statement; and

          (iii) to include any information with respect to the plan of
                distribution not previously disclosed in this Registration
                Statement or any material change to such information in the
                Registration Statement;

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provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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 that is incorporated by
         reference in this Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered herein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(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
         described in Item 6 above, or otherwise, the Registrant has been
         advised that in the opinion of the Securities and Exchange Commission
         such indemnification is against public policy as expressed in the
         Securities Act of 1933, 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 of controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act of 1933 and will be governed by the final adjudication
         of such issue.

                                       5
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 July 1, 1998.

                                      SHERIDAN ENERGY, INC.

                                     /s/ B.A. Berilgen
                                     -------------------------------------------
                                     By:   B.A. Berilgen
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

      Each of the undersigned constitutes and appoints B.A. Berilgen and Michael
A. Gerlich, and each of them, 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 and file with the
Securities and Exchange Commission and/or any state securities department or any
other federal or state agency or governmental authority, any and all amendments
and exhibits to this Registration Statement and any other documents in
connection therewith, granting unto such 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 such attorneys-in-fact and agents, or any of them, whether
substitute or 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 by the following persons in the
capacities indicated below on the day of July 1, 1998.

           Name                            Title                      Date
           ----                            -----                      ---- 
/s/ B.A. Berilgen            President and Chief Executive
------------------------     Officer (Principal Executive         July 1, 1998
B.A. Berilgen                Officer)

                                       6
Name                            Title                      Date
           ----                            -----                      ---- 
/s/ Michael A. Gerlich       Vice President, Director and         July 1, 1998
------------------------     Chief Financial Officer 
Michael A. Gerlich           (Principal Financial Officer)
 
/s/ Jonathan P. Carroll      Director                             July 1, 1998
------------------------
Jonathan P. Carroll
 
 
/s/ W. Craig Childers        Director                             July 1, 1998
------------------------
W. Craig Childers
 
 
/s/ D. Bradley Dunn          Director                             July 1, 1998
------------------------
D. Bradley Dunn
 
 
/s/ David H. Scheiber        Director                             July 1, 1998
------------------------
David H. Scheiber
 
 
/s/ Jeffrey E. Susskind      Director                             July 1, 1998
------------------------
Jeffrey E. Susskind

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