HALLWOOD ENERGY CORP
8-A12G, 1999-06-04
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                           Hallwood Energy Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                              84-1489099
- --------------------------------------------------------------------------------
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)

                          4610 S. Ulster St., Suite 200
                                Denver, CO 80237
                                 (303) 850-7373


(Address,  including Zip Code,  and telephone  number,  including  area code, of
registrant's principal executive offices)

If this Form relates to the  registration  of a class of debt  securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]

If this Form relates to the registration of a class of debt securities and is to
become  effective   simultaneously   with  the  effectiveness  of  a  concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following box.  [ ]

If this Form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), please check the following box.     [ ]

If this Form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), please check the following box.     [X]

Securities  Act  registration   statement  files  numbers  to  which  this  form
relates........... 333-77409

Securities to be registered pursuant to Section 12(b) of the Act:   None

         Title of each class                      Name of each exchange on which
         to be so registered                      each class is to be registered

         None                                     Not applicable


         Securities to be registered pursuant to Section 12(g) of the Act:

         Common Stock, par value $0.01 per share
         Series A Cumulative Preferred Stock, par value $0.01 per share
         Rights to  purchase  one  one-thousandth  of a share of Series B Junior
         Participating Preferred Stock, par value $0.01 per share

- --------------------------------------------------------------------------------



                                Page 1 of 3 Pages


<PAGE>



 ITEM 1.          Description of Securities To Be Registered.
                  ------------------------------------------

         The  information  set forth  under the caption  "Description  of Energy
Corporation's Capital Stock" in the joint proxy  statement/prospectus  contained
in the Registration Statement on Form S-4 of Hallwood Energy Corporation,  filed
with the  Securities  and  Exchange  Commission  on April  30,  1999  (File  No.
333-77409) (the "Registration Statement"), is incorporated herein by reference.

ITEM 2.                    Exhibits
                           --------

         1.       Certificate of Incorporation  of Hallwood Energy  Corporation,
                  filed  as  Exhibit  3.1  to  the  Registration  Statement,  is
                  incorporated herein by reference.

         2.       Certificate  of   Designations  of  the  Series  A  Cumulative
                  Preferred  Stock  of  Hallwood  Energy  Corporation,  filed as
                  Exhibit 4.1 to the  Registration  Statement,  is  incorporated
                  herein by reference.

         3.       Form of  Certificate  of  Designations  of the Series B Junior
                  Participating  Preferred Stock of Hallwood Energy Corporation,
                  filed  as  Exhibit  4.2  to  the  Registration  Statement,  is
                  incorporated herein by reference.

         4.       Form  of  Rights  Agreement,  filed  as  Exhibit  10.1  to the
                  Registration Statement, is incorporated herein by reference.






                                Page 2 of 3 Pages


<PAGE>


                                    SIGNATURE


         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant has duly caused this Form 8-A registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: June 4, 1999

                                         HALLWOOD ENERGY CORPORATION



                                          By: /s/ Cathleen M.  Osborn
                                             -----------------------------------
                                              Cathleen M. Osborn, Vice President






                                Page 3 of 3 Pages




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