<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1997
                                       REGISTRATION NO.  333-___________________
================================================================================

                     SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON, D.C.  20549
                                        

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


                              ZYDECO ENERGY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                             76-0404904
      (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)


        1710 TWO ALLEN CENTER
          1200 SMITH STREET
           HOUSTON, TEXAS                                  77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)
 

                              ZYDECO ENERGY, INC.
                          1996 NON EMPLOYEE DIRECTORS
                               STOCK OPTION PLAN

                           (FULL TITLE OF THE PLAN)



                               SAM B. MYERS, JR.
                           CHAIRMAN OF THE BOARD AND
                            CHIEF EXECUTIVE OFFICER
                             1710 TWO ALLEN CENTER
                               1200 SMITH STREET
                             HOUSTON, TEXAS  77002
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (713) 659-2222
                    (TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OR AGENT FOR SERVICE)


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
 TITLE OF SECURITIES TO BE REGISTERED   AMOUNT TO BE      PROPOSED       PROPOSED MAXIMUM       AMOUNT OF
                                         REGISTERED        MAXIMUM      AGGREGATE OFFERING  REGISTRATION FEE /(1)/
                                                       OFFERING PRICE      PRICE /(1)/
                                                       PER SHARE /(1)/
--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>              <C>                 <C>
 
Shares of Common Stock,                 
 $0.001 par value per share..........    45,000 Shares    $   5.375         $  241,875         $   73.29  
====================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h) under the Securities Act, based
    upon the average of the bid and asked price of the Registrant's Common 
    Stock on the NASDAQ Small Cap issues market on May 14, 1997.

<PAGE>



 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
     S-8 will be sent or given to participating employees as specified by Rule
     428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
     These documents and the documents incorporated by reference hereto pursuant
     to Item 3 of Part II of this Registration Statement, taken together,
     constitute a prospectus that meets the requirements of Section 10(a) of the
     Securities Act.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The Company incorporates herein by reference the following documents, 
     or portions of documents, as of their respective dates as filed with the
     Securities and Exchange Commission (the "Commission") pursuant to the
     Securities Exchange Act of 1934, as amended.

              1.  The Company's Quarterly Report on Form 10-Q for the quarter 
         ended March 31, 1997;

              2.  The Company's Annual Report on Form 10-K for the fiscal year 
         ended December 31, 1996; and

              3.  The description of the Company's common stock, par value $.001
         per share (the "Common Stock"), contained in the registration statement
         on Form 8-A, dated July 13, 1993.

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

     ITEM 4.  DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
     Registration Statement since each class of securities to be offered is
     registered under Section 12 of the Exchange Act.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is governed by Section 145 of the General Corporation Law
     of the State of Delaware (the "DGCL"), which provides that a corporation
     may indemnify directors and officers as well as other employees and
     individuals against expenses (including attorneys' fees), judgments, fines
     and amounts paid in settlement in connection with specified actions, suits
     or proceedings, whether civil, criminal, administrative or investigative
     (other than action by or in the right of the corporation (a "derivative
     action")), if they acted in good faith and in a manner they reasonably
     believed to be in or not opposed to the best interests of the corporation
     and, with respect to any criminal action or proceedings, had no reasonable
     cause to believe their conduct was unlawful.  A similar standard is
     applicable in the case of derivative actions, except that indemnification
     only extends to expenses (including attorneys' fees) actually and
     reasonably incurred in connection with the defense or settlement of such
     action, and the statute requires court approval before there can be any
     indemnification where the person seeking indemnification has been found
     liable to the corporation.  The statute provides that it is not exclusive
     of other indemnification that may be granted by a corporation's charter,
     by-laws, disinterested director vote, stockholder vote, agreement or
     otherwise.

         Article VIII (A) of the Company's Certificate of Incorporation requires
     indemnification of directors and officers to the full extent permitted
     under the DGCL.  Subject to any restrictions imposed by the DGCL, Article
     VIII of the

                                     II-1
<PAGE>
 
     Company's Bylaws provide a right to indemnification for all expense,
     liability and loss (including attorneys' fees) actually and reasonably
     incurred by any person in connection with any actual or threatened
     proceeding by reason of the fact that such person is or was serving as a
     director or officer of the Company or that, being or having been such a
     director or officer of the Company, such person is or was serving at the
     request of the Company as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise, if he
     acted in good faith and in a manner he reasonably believed to be in the
     best interest of the corporation.  The Company's Bylaws also provide that
     the Company may, by action of its Board of Directors, provide
     indemnification to its employees or agents with the same scope and effect
     as the foregoing indemnification of directors and officers.

         Section 102(b)(7) of the DGCL permits a corporation to provide in its
     certificate of incorporation that a director of the corporation shall not
     be personally liable to the corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a director, except for liability
     for (i) any breach of the director's duty of loyalty to the corporation or
     its stockholders, (ii) acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii) payments of
     unlawful dividends or unlawful repurchases or redemptions, or (iv) any
     transaction from which the director derived an improper personal benefit.

         Article VIII (B) of the Company's Certificate of Incorporation, as
     amended, provides that to the full extent that the DGCL permits the
     limitation or elimination of the liability of directors, a director of the
     Company shall not be liable to the Company or its stockholders for monetary
     damages for breach of fiduciary duty as a director.  Any amendment or
     repeal of such Article 13 will not adversely affect any right or protection
     of a director of the Company for or with respect to any acts or omissions
     of such director occurring prior to such amendment or repeal.

         Section 8.6 of the Bylaws permits the Company to purchase insurance
     coverage for officers, directors, employees and agents for liability
     arising out of such status, whether or not the Company would have the power
     to indemnify them.

     ITEM 8.  EXHIBITS.

                   Exhibit     
        Number   Description   
        ------   -----------   
                                                                          
          5.1*   Opinion of Andrews & Kurth L.L.P., as to the legality of the
                 securities being registered.                          
                 
         23.1    Consent of Counsel (included in the opinion filed as Exhibit
                 5.1 to this Registration Statement).

         23.2*   Consent of Ryder Scott Company Petroleum Engineers.    

         23.3*   Consent of Arthur Andersen LLP.

         24.1    Power of Attorney (set forth on the signature page contained in
                 Part II of this Registration Statement).

         99.1*   Zydeco Energy, Inc. 1996 Non Employee Directors Stock Option
                 Plan.
 
     ----------
     *   Filed with this Registration Statement.

     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-2
<PAGE>
 
             (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) if, in the aggregate, the changes in volume and price
             represent no more than a 20 percent change in the maximum aggregate
             offering price set forth in the "Calculation of Registration Fee"
             table in the effective registration statement;

             (iii)  To include any material information with respect to the plan
             of distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and 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 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 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 the
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

                                     II-3 
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act, the registrant
     certifies that it has reasonable grounds to believe that it meets all of
     the requirements for filing on Form S-8 and has duly caused this
     registration statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Houston, State of Texas, on this
     19th day of May, 1997.

                                    Zydeco Energy, Inc.


                              By    /s/ Sam B. Myers, Jr.
                                    ---------------------
                                    Sam B. Myers, Jr.
                                    Chairman of the Board and
                                     Chief Executive Officer


          KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
     and directors of Zydeco Energy, Inc. (the "Company") hereby constitutes and
     appoints Sam B. Myers, Jr. and Edward R. Prince, Jr. , or either of them
     (with full power to each of them to act alone), his true and lawful
     attorney-in-fact and agent, with full power of substitution, for him and on
     his behalf and in his name, place and stead, in any and all capacities, to
     sign, execute and file this Registration Statement under the Securities
     Act, as amended, and any or all amendments (including, without limitation,
     post-effective amendments), with all exhibits and any and all documents
     required to be filed with respect thereto, with the Securities and Exchange
     Commission or any regulatory authority, granting unto such attorneys-in-
     fact and agents, and each of them acting alone, 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 in order to effectuate the same, as fully to
     all intents and purposes as he himself might or could do if personally
     present, hereby ratifying and confirming all that such attorneys-in-fact
     and agents, or any of them, or their substitute or substitutes, may
     lawfully do or cause to be done.

          Pursuant to the requirements of the Securities Act, this registration
     statement has been signed by the following persons in the capacities and on
     the dates indicated.
<TABLE>
<CAPTION>
 
Signature                      Title                              Date
---------                      -----                              ----
<S>                            <C>                                <C>
 
/s/ Sam B. Myers, Jr.          Chairman of the Board,             May 19, 1997
-----------------------------  Chief Executive Officer          
Sam B. Myers, Jr.              (Principal Executive Officer) and 
                               Director                          
                                                                 
 
/s/ Edward R. Prince, Jr.      Vice-Chairman of the Board and     May 19, 1997
-----------------------------  Director 
Edward R. Prince, Jr.                   
 
/s/ John O. Smith              President, Chief Operating         May 19, 1997
-----------------------------  Officer and Director 
John O. Smith                                       
 
/s/ W. Kyle Willis             Vice President, Treasurer, and     May 19, 1997
-----------------------------  Chief  Financial Officer  
W. Kyle Willis                 (Chief Accounting Officer) 
                                                          
 
/s/ Philip A. Tuttle           Director                           May 19, 1997
-----------------------------
Philip A. Tuttle
 
/s/ Harry C. Johnson           Director                           May 19, 1997
-----------------------------
Harry C. Johnson
 
/s/ Charles E. Bradley, Sr.    Director                           May 19, 1997
-----------------------------
Charles E. Bradley, Sr.
</TABLE>


                                     II-4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18522}]
{"company-data": {"conformed-name": "ZYDECO ENERGY INC", "cik": "0000908246", "assigned-sic": "1311", "irs-number": "760404904", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27447", "film-number": "97611696"}, "business-address": {"street1": "1710 TWO ALLEN CENTER", "street2": "1200 SMITH STREET", "city": "HOUSTON", "state": "TX", "zip": "77002-4312", "phone": "7136592222"}, "mail-address": {"street1": "1710 TWO ALLEN CENTER", "street2": "1200 SMITH STREET", "city": "HOUSTON", "state": "TX", "zip": "77002-4312"}, "former-company": {"former-conformed-name": "TN ENERGY SERVICES ACQUISITION CORP", "date-changed": "19930701"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1997
                                       REGISTRATION NO.  333-___________________
================================================================================

                     SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON, D.C.  20549
                                        

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

                              ZYDECO ENERGY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                             76-0404904
      (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

        1710 TWO ALLEN CENTER
          1200 SMITH STREET
           HOUSTON, TEXAS                                  77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)
 

                              ZYDECO ENERGY, INC.
                          1996 NON EMPLOYEE DIRECTORS
                               STOCK OPTION PLAN

                           (FULL TITLE OF THE PLAN)

                               SAM B. MYERS, JR.
                           CHAIRMAN OF THE BOARD AND
                            CHIEF EXECUTIVE OFFICER
                             1710 TWO ALLEN CENTER
                               1200 SMITH STREET
                             HOUSTON, TEXAS  77002
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (713) 659-2222
                    (TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OR AGENT FOR SERVICE)

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================
 TITLE OF SECURITIES TO BE REGISTERED   AMOUNT TO BE      PROPOSED       PROPOSED MAXIMUM       AMOUNT OF
                                         REGISTERED        MAXIMUM      AGGREGATE OFFERING  REGISTRATION FEE /(1)/
                                                       OFFERING PRICE      PRICE /(1)/
                                                       PER SHARE /(1)/
--------------------------------------------------------------------------------------------------------------------
Shares of Common Stock,                 
 $0.001 par value per share..........    45,000 Shares    $   5.375         $  241,875         $   73.29  
====================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h) under the Securities Act, based
    upon the average of the bid and asked price of the Registrant's Common 
    Stock on the NASDAQ Small Cap issues market on May 14, 1997.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
     S-8 will be sent or given to participating employees as specified by Rule
     428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
     These documents and the documents incorporated by reference hereto pursuant
     to Item 3 of Part II of this Registration Statement, taken together,
     constitute a prospectus that meets the requirements of Section 10(a) of the
     Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The Company incorporates herein by reference the following documents, 
     or portions of documents, as of their respective dates as filed with the
     Securities and Exchange Commission (the "Commission") pursuant to the
     Securities Exchange Act of 1934, as amended.

              1.  The Company's Quarterly Report on Form 10-Q for the quarter 
         ended March 31, 1997;

              2.  The Company's Annual Report on Form 10-K for the fiscal year 
         ended December 31, 1996; and

              3.  The description of the Company's common stock, par value $.001
         per share (the "Common Stock"), contained in the registration statement
         on Form 8-A, dated July 13, 1993.

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

     ITEM 4.  DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
     Registration Statement since each class of securities to be offered is
     registered under Section 12 of the Exchange Act.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is governed by Section 145 of the General Corporation Law
     of the State of Delaware (the "DGCL"), which provides that a corporation
     may indemnify directors and officers as well as other employees and
     individuals against expenses (including attorneys' fees), judgments, fines
     and amounts paid in settlement in connection with specified actions, suits
     or proceedings, whether civil, criminal, administrative or investigative
     (other than action by or in the right of the corporation (a "derivative
     action")), if they acted in good faith and in a manner they reasonably
     believed to be in or not opposed to the best interests of the corporation
     and, with respect to any criminal action or proceedings, had no reasonable
     cause to believe their conduct was unlawful.  A similar standard is
     applicable in the case of derivative actions, except that indemnification
     only extends to expenses (including attorneys' fees) actually and
     reasonably incurred in connection with the defense or settlement of such
     action, and the statute requires court approval before there can be any
     indemnification where the person seeking indemnification has been found
     liable to the corporation.  The statute provides that it is not exclusive
     of other indemnification that may be granted by a corporation's charter,
     by-laws, disinterested director vote, stockholder vote, agreement or
     otherwise.

         Article VIII (A) of the Company's Certificate of Incorporation requires
     indemnification of directors and officers to the full extent permitted
     under the DGCL.  Subject to any restrictions imposed by the DGCL, Article
     VIII of the

                                     II-1
Company's Bylaws provide a right to indemnification for all expense,
     liability and loss (including attorneys' fees) actually and reasonably
     incurred by any person in connection with any actual or threatened
     proceeding by reason of the fact that such person is or was serving as a
     director or officer of the Company or that, being or having been such a
     director or officer of the Company, such person is or was serving at the
     request of the Company as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise, if he
     acted in good faith and in a manner he reasonably believed to be in the
     best interest of the corporation.  The Company's Bylaws also provide that
     the Company may, by action of its Board of Directors, provide
     indemnification to its employees or agents with the same scope and effect
     as the foregoing indemnification of directors and officers.

         Section 102(b)(7) of the DGCL permits a corporation to provide in its
     certificate of incorporation that a director of the corporation shall not
     be personally liable to the corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a director, except for liability
     for (i) any breach of the director's duty of loyalty to the corporation or
     its stockholders, (ii) acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii) payments of
     unlawful dividends or unlawful repurchases or redemptions, or (iv) any
     transaction from which the director derived an improper personal benefit.

         Article VIII (B) of the Company's Certificate of Incorporation, as
     amended, provides that to the full extent that the DGCL permits the
     limitation or elimination of the liability of directors, a director of the
     Company shall not be liable to the Company or its stockholders for monetary
     damages for breach of fiduciary duty as a director.  Any amendment or
     repeal of such Article 13 will not adversely affect any right or protection
     of a director of the Company for or with respect to any acts or omissions
     of such director occurring prior to such amendment or repeal.

         Section 8.6 of the Bylaws permits the Company to purchase insurance
     coverage for officers, directors, employees and agents for liability
     arising out of such status, whether or not the Company would have the power
     to indemnify them.

     ITEM 8.  EXHIBITS.

                   Exhibit     
        Number   Description   
        ------   -----------   
                                                                          
          5.1*   Opinion of Andrews & Kurth L.L.P., as to the legality of the
                 securities being registered.                          
                 
         23.1    Consent of Counsel (included in the opinion filed as Exhibit
                 5.1 to this Registration Statement).

         23.2*   Consent of Ryder Scott Company Petroleum Engineers.    

         23.3*   Consent of Arthur Andersen LLP.

         24.1    Power of Attorney (set forth on the signature page contained in
                 Part II of this Registration Statement).

         99.1*   Zydeco Energy, Inc. 1996 Non Employee Directors Stock Option
                 Plan.
 
     ----------
     *   Filed with this Registration Statement.

     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-2
(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) if, in the aggregate, the changes in volume and price
             represent no more than a 20 percent change in the maximum aggregate
             offering price set forth in the "Calculation of Registration Fee"
             table in the effective registration statement;

             (iii)  To include any material information with respect to the plan
             of distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and 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 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 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 the
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

                                     II-3
SIGNATURES

          Pursuant to the requirements of the Securities Act, the registrant
     certifies that it has reasonable grounds to believe that it meets all of
     the requirements for filing on Form S-8 and has duly caused this
     registration statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Houston, State of Texas, on this
     19th day of May, 1997.

                                    Zydeco Energy, Inc.

                              By    /s/ Sam B. Myers, Jr.
                                    ---------------------
                                    Sam B. Myers, Jr.
                                    Chairman of the Board and
                                     Chief Executive Officer

          KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
     and directors of Zydeco Energy, Inc. (the "Company") hereby constitutes and
     appoints Sam B. Myers, Jr. and Edward R. Prince, Jr. , or either of them
     (with full power to each of them to act alone), his true and lawful
     attorney-in-fact and agent, with full power of substitution, for him and on
     his behalf and in his name, place and stead, in any and all capacities, to
     sign, execute and file this Registration Statement under the Securities
     Act, as amended, and any or all amendments (including, without limitation,
     post-effective amendments), with all exhibits and any and all documents
     required to be filed with respect thereto, with the Securities and Exchange
     Commission or any regulatory authority, granting unto such attorneys-in-
     fact and agents, and each of them acting alone, 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 in order to effectuate the same, as fully to
     all intents and purposes as he himself might or could do if personally
     present, hereby ratifying and confirming all that such attorneys-in-fact
     and agents, or any of them, or their substitute or substitutes, may
     lawfully do or cause to be done.

          Pursuant to the requirements of the Securities Act, this registration
     statement has been signed by the following persons in the capacities and on
     the dates indicated.
Signature                      Title                              Date
---------                      -----                              ----
/s/ Sam B. Myers, Jr.          Chairman of the Board,             May 19, 1997
-----------------------------  Chief Executive Officer          
Sam B. Myers, Jr.              (Principal Executive Officer) and 
                               Director                          
                                                                 
 
/s/ Edward R. Prince, Jr.      Vice-Chairman of the Board and     May 19, 1997
-----------------------------  Director 
Edward R. Prince, Jr.                   
 
/s/ John O. Smith              President, Chief Operating         May 19, 1997
-----------------------------  Officer and Director 
John O. Smith                                       
 
/s/ W. Kyle Willis             Vice President, Treasurer, and     May 19, 1997
-----------------------------  Chief  Financial Officer  
W. Kyle Willis                 (Chief Accounting Officer) 
                                                          
 
/s/ Philip A. Tuttle           Director                           May 19, 1997
-----------------------------
Philip A. Tuttle
 
/s/ Harry C. Johnson           Director                           May 19, 1997
-----------------------------
Harry C. Johnson
 
/s/ Charles E. Bradley, Sr.    Director                           May 19, 1997
-----------------------------
Charles E. Bradley, Sr.
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