<PAGE>
As filed with the Securities and Exchange Commission on June 10, 1996.
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
PETROCORP INCORPORATED
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
16800 Greenspoint Park Drive
Texas Suite 300, North Atrium 74-0380430
(State or other jurisdiction) Houston, Texas 77060 (I.R.S. Employer
of incorporation or organization) (Address of principal executive offices) Identification No.)
(Zip Code)
</TABLE>
-----------------------------
1992 PETROCORP STOCK OPTION PLAN
(Full title of the plan)
-----------------------------
Craig K. Townsend
Vice President-Finance
PetroCorp Incorporated
16800 Greenspoint Park Drive
Suite 300, North Atrium
Houston, Texas 77060
(Name and address of agent for service)
(713) 875-2500
(Telephone number, including area code, of agent for service)
---------------------------
Copy to:
John B. Clutterbuck
Mayor, Day, Caldwell & Keeton, L.L.P.
700 Louisiana, Suite 1900
Houston, Texas 77002
(713) 225-7102
---------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
<S> <C> <C> <C> <C>
TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) FEE
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, 957,357 shares $7.00 $6,701,499 $2,311
par value $.01 per share
=================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c).
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<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 the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 (the "Securities
Act") and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Annual Report of PetroCorp Incorporated (the "Company"
or the "Registrant") on Form 10-K for the year ended December 31,
1995 ("1995 Form 10-K");
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of the fiscal year covered by the document referred to in
(a) above; and
(c) The description of the Company's common stock contained in
the registration statement pursuant to which the Company's shares of
common stock were registered under Section 12 of the Exchange Act,
and any amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company 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
hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
1
<PAGE>
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the common stock offered hereby is being passed upon
for the Company by Mayor, Day, Caldwell & Keeton, L.L.P., 700 Louisiana,
Suite 1900, Houston, Texas 77002.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Articles of Incorporation provide that the
liability of the directors for monetary damages shall be limited to the
fullest extent permissible under Texas law.
Section 7.06 of the Texas Miscellaneous Corporation Laws Act does
not eliminate or limit the liability of a director for:
(1) a breach of the director's duty of loyalty to the
corporation or its shareholders or members;
(2) an act or omission not in good faith that constitutes a
breach of duty of the director to the corporation or an act or
omission that involves intentional misconduct or a knowing violation
of the law;
(3) a transaction from which the director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office; or
(4) an act or omission for which the liability of a director is
expressly provided by an applicable statute.
The Company's Bylaws provide that the Company will indemnify its
officers and directors to the fullest extent possible under Texas law.
Article 2.02-1 of the Texas Business Corporation Act provides as follows:
"A. In this article:
(1) "Corporation" includes any domestic or foreign predecessor
entity of the corporation in a merger, consolidation, or other
transaction in which the liabilities of the predecessor are
transferred to the corporation by operation of law and in any other
transaction in which the corporation assumes the liabilities of the
predecessor but does not specifically exclude liabilities that are
the subject matter of this article.
(2) "Director" means any person who is or was a director of the
corporation and any person who, while a director of the corporation,
is or was serving at the request of the corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic corporation,
partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise.
(3) "Expenses" include court costs and attorneys' fees.
(4) "Official capacity" means
2
<PAGE>
(a) when used with respect to a director, the office of
director in the corporation, and
(b) when used with respect to a person other than a director,
the elective or appointive office in the corporation held by the
officer or the employment or agency relationship undertaken by the
employee or agent in behalf of the corporation, but
(c) in both Paragraphs (a) and (b) does not include service for
any other foreign or domestic corporation or any partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other
enterprise.
(5) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such an
action, suit, or proceeding, and any inquiry or investigation that
could lead to such an action, suit, or proceeding.
B. A corporation may indemnify a person who was, is, or is
threatened to be made a named defendant or respondent in a
proceeding because the person is or was a director only if it is
determined in accordance with Section F of this article that the
person:
(1) conducted himself in good faith;
(2) reasonably believed:
(a) in the case of conduct in his official capacity as a
director of the corporation, that his conduct was in the
corporation's best interests; and
(b) in all other cases, that his conduct was at least not
opposed to the corporation's best interests; and
(3) in the case of any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful.
C. Except to the extent permitted by Section E of this
article, a director may not be indemnified under Section B of this
article in respect of a proceeding:
(1) in which the person is found liable on the basis that
personal benefit was improperly received by him, whether or not the
benefit resulted from an action taken in the person's official
capacity; or
(2) in which the person is found liable to the corporation.
D. The termination of a proceeding by judgment, order,
settlement, or conviction, or on a plea of nolo contendere or its
equivalent is not of itself determinative that the person did not
meet the requirements set forth in Section B of this article. A
person shall be deemed to have been found liable in respect of any
claim, issue or matter only after the person shall have been so
adjudged by a court of competent jurisdiction after exhaustion of
all appeals therefrom.
E. A person may be indemnified under Section B of this article
against judgments, penalties (including excise and similar taxes),
fines, settlements, and reasonable expenses actually incurred by the
person in connection with the proceeding; but if the person is found
liable to the corporation or is found liable on the basis that
personal benefit was improperly received by the person, the
indemnification (1) is limited to reasonable expenses actually
incurred by the person in connection with the proceeding and (2)
shall not be made in respect of any proceeding in which the person
shall have been found liable for willful or intentional misconduct
in the performance of his duty to the corporation.
F. A determination of indemnification under Section B of this
article must be made:
(1) by a majority vote of a quorum consisting of directors who
at the time of the vote are not named defendants or respondents in
the proceeding;
3
<PAGE>
(2) if such a quorum cannot be obtained, by a majority vote of
a committee of the board of directors, designated to act in the
matter by a majority vote of all directors, consisting solely of two
or more directors who at the time of the vote are not named
defendants or respondents in the proceeding;
(3) by special legal counsel selected by the board of directors
or a committee of the board by vote as set forth in Subsection (1)
or (2) of this section, or, if such a quorum cannot be obtained and
such a committee cannot be established, by a majority vote of all
directors; or
(4) by the shareholders in a vote that excludes the shares held
by directors who are named defendants or respondents in the
proceeding.
G. Authorization of indemnification and determination as to
reasonableness of expenses must be made in the same manner as the
determination that indemnification is permissible, except that if
the determination that indemnification is permissible is made by
special legal counsel, authorization of indemnification and
determination as to reasonableness of expenses must be made in the
manner specified by Subsection (3) of Section F of this article for
the selection of special legal counsel. A provision contained in
the articles of incorporation, the bylaws, a resolution of
shareholders or directors, or an agreement that makes mandatory the
indemnification permitted under Section B of this article shall be
deemed to constitute authorization of indemnification in the manner
required by this section even though such provision may not have
been adopted or authorized in the same manner as the determination
that indemnification is permissible.
H. A corporation shall indemnify a director against reasonable
expenses incurred by him in connection with a proceeding in which he
is a named defendant or respondent because he is or was a director
if he has been wholly successful, on the merits or otherwise, in the
defense of the proceeding.
I. If, in a suit for the indemnification required by Section H
of this article, a court of competent jurisdiction determines that
the director is entitled to indemnification under that section, the
court shall order indemnification and shall award to the director
the expenses incurred in securing the indemnification.
J. If, upon application of a director, a court of competent
jurisdiction determines, after giving any notice the court considers
necessary, that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether
or not he has met the requirements set forth in Section B of this
article or has been found liable in the circumstances described by
Section C of this article, the court may order the indemnification
that the court determines is proper and equitable; but if the person
is found liable to the corporation or is found liable on the basis
that personal benefit was improperly received by the person, the
indemnification shall be limited to reasonable expenses actually
incurred by the person in connection with the proceeding.
K. Reasonable expenses incurred by a director who was, is, or
is threatened to be made a named defendant or respondent in a
proceeding may be paid or reimbursed by the corporation, in advance
of the final disposition of the proceeding and without the
determination specified in Section F of this article or the
authorization or determination specified in Section G of this
article, after the corporation receives a written affirmation by the
director of his good faith belief that he has met the standard of
conduct necessary for indemnification under this article and a
written undertaking by or on behalf of the director to repay the
amount paid or reimbursed if it is ultimately determined that he has
not met that standard or if it is ultimately determined that
indemnification of the director against expenses incurred by him in
connection with that proceeding is prohibited by Section E of this
article. A provision contained in the articles of
4
<PAGE>
incorporation, the bylaws, a resolution of shareholders or
directors, or an agreement that makes mandatory the payment or
reimbursement permitted under this section shall be deemed to
constitute authorization of that payment or reimbursement.
L. The written undertaking required by Section K of this
article must be an unlimited general obligation of the director but
need not be secured. It may be accepted without reference to
financial ability to make repayment.
M. A provision for a corporation to indemnify or to advance
expenses to a director who was, is, or is threatened to be made a
named defendant or respondent in a proceeding, whether contained in
the articles of incorporation, the bylaws, a resolution of
shareholders or directors, an agreement, or otherwise, except in
accordance with Section R of this article, is valid only to the
extent it is consistent with this article as limited by the articles
of incorporation, if such a limitation exists.
N. Notwithstanding any other provision of this article, a
corporation may pay or reimburse expenses incurred by a director in
connection with his appearance as a witness or other participation
in a proceeding at a time when he is not a named defendant or
respondent in the proceeding.
O. An officer of the corporation shall be indemnified as, and
to the same extent, provided by Sections H, I, and J of this article
for a director and is entitled to seek indemnification under those
sections to the same extent as a director. A corporation may
indemnify and advance expenses to an officer, employee, or agent of
the corporation to the same extent that it may indemnify and advance
expenses to directors under this article.
P. A corporation may indemnify and advance expenses to persons
who are not or were not officers, employees, or agents of the
corporation but who are or were serving at the request of the
corporation as a director, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise to
the same extent that it may indemnify and advance expenses to
directors under this article.
Q. A corporation may indemnify and advance expenses to an
officer, employee, agent, or person identified in Section P of this
article and who is not a director to such further extent, consistent
with law, as may be provided by its articles of incorporation,
bylaws, general or specific action of its board of directors, or
contract or as permitted or required by common law.
R. A corporation may purchase and maintain insurance or
another arrangement on behalf of any person who is or was a
director, officer, employee, or agent of the corporation or who is
or was serving at the request of the corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic corporation,
partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, against any liability asserted
against him and incurred by him in such a capacity or arising out of
his status as such a person, whether or not the corporation would
have the power to indemnify him against that liability under this
article. If the insurance or other arrangement is with a person or
entity that is not regularly engaged in the business of providing
insurance coverage, the insurance or arrangement may provide for
payment of a liability with respect to which the corporation would
not have the power to indemnify the person only if including
coverage for the additional liability has been approved by the
shareholders of the corporation. Without limiting the power of the
corporation to procure or maintain any kind of insurance or other
arrangement, a corporation may, for the benefit of persons
indemnified by the corporation, (1) create a trust fund; (2)
establish any form of self-insurance; (3) secure its indemnity
obligation
5
<PAGE>
by grant of a security interest or other lien on the assets of the
corporation; or (4) establish a letter of credit, guaranty, or
surety arrangement. The insurance or other arrangement may be
procured, maintained, or established within the corporation or with
any insurer or other person deemed appropriate by the board of
directors regardless of whether all or part of the stock or other
securities of the insurer or other person are owned in whole or part
by the corporation. In the absence of fraud, the judgment of the
board of directors as to the terms and conditions of the insurance
or other arrangement and the identity of the insurer or other person
participating in an arrangement shall be conclusive and the
insurance or arrangement shall not be voidable and shall not subject
the directors approving the insurance or arrangement to liability,
on any ground, regardless of whether directors participating in the
approval are beneficiaries of the insurance or arrangement.
S. Any indemnification of or advance of expenses to a director
in accordance with this article shall be reported in writing to the
shareholders with or before the notice or waiver of notice of the
next shareholders' meeting or with or before the next submission to
shareholders of a consent to action without a meeting pursuant to
Section A, Article 9.10, of this Act and, in any case, within the
12-month period immediately following the date of the
indemnification or advance.
T. For purposes of this article, the corporation is deemed to
have requested a director to serve an employee benefit plan whenever
the performance by him of his duties to the corporation also imposes
duties on or otherwise involves services by him to the plan or
participants or beneficiaries of the plan. Excise taxes assessed on
a director with respect to an employee benefit plan pursuant to
applicable law are deemed fines. Action taken or omitted by him
with respect to an employee benefit plan in the performance of his
duties for a purpose reasonably believed by him to be in the
interest of the participants and beneficiaries of the plan is deemed
to be for a purpose which is not opposed to the best interests of
the corporation.
U. The articles of incorporation of a corporation may restrict
the circumstances under which the corporation is required or
permitted to indemnify a person under Section H, I, J, O, P, or Q of
this article."
The Company maintains directors' and officers' liability insurance.
Insofar as the indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions,
or otherwise, the Company 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 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 and will be governed by the final adjudication of
such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
6
<PAGE>
ITEM 8. EXHIBITS
Reference is made to the Exhibit Index which immediately precedes
the exhibits filed with this Registration Statement.
ITEM 9. UNDERTAKINGS
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, unless the information required
to be included in a post-effective amendment is contained in a
periodic report filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 which
is incorporated by reference in this Registration Statement;
(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, unless the information required to be included in a
post-effective amendment is contained in a periodic report
filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 which is incorporated by
reference in this 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.
(2) That for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(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.
The undersigned Registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act that is incorporated by reference in the 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.
See Item 6, "Indemnification of Directors and Officers," for
the undertaking pursuant to Item 512(h) of Regulation S-K.
7
<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 JUNE 7, 1996.
PETROCORP INCORPORATED
By: /s/ Craig K. Townsend
----------------------
Craig K. Townsend
Vice President-Finance,
Secretary and Treasurer
POWER OF ATTORNEY
Each of the undersigned directors and officers of PetroCorp
Incorporated does hereby constitute and appoint W. Neil McBean or Craig
K. Townsend, or either of them, as the undersigned's true and lawful
attorneys-in-fact and agents to do any and all acts and things in the
undersigned's name and behalf in the undersigned's capacities as director
and/or officer, and to execute any and all instruments for the
undersigned and in the undersigned's name in the capacities indicated
below which such person or persons may deem necessary or advisable to
enable PetroCorp Incorporated to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in connection with this Registration Statement,
including specifically, but not limited to, power and authority to sign
for the undersigned in the capacities indicated below any and all
amendments (including post-effective amendments) hereto, and the
undersigned does hereby ratify and confirm all that such person or
persons shall 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 AND ON THE DATES INDICATED.
Signature Title Date
--------- ----- ----
/s/ Lealon L. Sargent Chairman of the Board, June 7, 1996
--------------------- Director
Lealon L. Sargent
/s/ W. Neil McBean President, Chief Executive June 7, 1996
------------------ Officer and Chief Operating
W. Neil McBean Officer, Director
(Principal Executive Officer)
8
<PAGE>
/s/ Craig K. Townsend Vice President - Finance, June 7, 1996
--------------------- Secretary and Treasurer
Craig K. Townsend (Principal Financial and
Accounting Officer)
/s/ Thomas N. Amonett Director June 7, 1996
---------------------
Thomas N. Amonett
/s/ G. Jay Erbe, Jr. Director June 7, 1996
--------------------
G. Jay Erbe, Jr.
/s/ Dan L. Hale Director June 7, 1996
---------------
Dan L. Hale
/s/ John A. Hill Director June 7, 1996
----------------
John A. Hill
/s/ David H. Kennedy Director June 7, 1996
--------------------
David H. Kennedy
/s/ Stephen M. McGrath Director June 7, 1996
----------------------
Stephen M. McGrath
/s/ Ruth D. Van Winkle Director June 7, 1996
----------------------
Ruth D. Van Winkle
9
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Sequential
Page
Exhibit No. Description Number*
- ----------- ---------------------------------------------------------- ----------
<C> <S> <C>
4.1 Amended and Restated Articles of Incorporation of the
Company - incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1
(No. 33-36972) initially filed with the SEC on
August 26, 1993 ("Registration Statement").
4.2 Amended and Restated Bylaws of the Company -
incorporated by reference to Exhibit 3.4 to the
Company's Registration Statement.
4.3 Amendment to Bylaws of the Company - incorporated
by reference to Exhibit 3.3 to the Annual Report on
Form 10-K for the fiscal year ended December 31,
1993
4.4 Amendment to Bylaws of the Company - incorporated
by reference to Exhibit 3.4 to the Annual Report on
Form 10-K for the year ended December 31, 1995.
4.5 Amended and Restated PetroCorp 1992 Stock Option
Plan - incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement.
5 Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Mayor, Day, Caldwell & Keeton, L.L.P.
(included in Exhibit 5).
24 Powers of Attorney (included on signature page of this
Registration Statement).
</TABLE>
____________________
* This information appears only in the manually signed original.
10
<PAGE>
EXHIBIT 5
---------
June 7, 1996
PetroCorp Incorporated
16800 Greenspoint Parkway Drive
Suite 300, North Atrium
Houston, Texas 77060
Re: 1992 PetroCorp Stock Option Plan
Dear Sirs:
We have acted as counsel for PetroCorp Incorporated, a Texas corporation
(the "Company"), in connection with the proposed offering of up to 957,357
shares of Common Stock, par value $.01 per share (the "Common Stock"), of the
Company pursuant to the 1992 PetroCorp Stock Option Plan (the "Plan").
In connection therewith, we have examined among other things, the Articles
of Incorporation and the Bylaws of the Company, and the relevant corporate
proceedings with respect to the registration statement on Form S-8 to be filed
by the Company with the Securities and Exchange Commission for the registration
of the Common Stock under the Securities Act of 1993, as amended (the
"Registration Statement").
Based on the foregoing, and having regard for such legal considerations as
we have deemed relevant, we are of the opinion that the shares of Common Stock
to be issued by the Company, when issued in accordance with the Plan, subject to
the Registration Statement becoming effective under the Securities Act of 1933,
as amended, and to compliance with applicable Blue Sky laws, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under "Interest of Named
Experts and Counsel" in the Prospectus forming a part of the Registration
Statement.
Very truly yours,
MAYOR, DAY, CALDWELL & KEETON, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 333- ) of PetroCorp Incorporated of our report
dated March 12, 1996 appearing on page 23 of The Annual Report of PetroCorp
Incorporated on Form 10-K for the year ended December 31, 1995.
Price Waterhouse LLP
Houston, Texas
June 7, 1996
