<PAGE>
As filed with the Securities and Exchange Commission on May 18, 1998.
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>
<CAPTION>
<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>
------------------------
PETROCORP INCORPORATED
1997 NON-EMPLOYEE DIRECTOR 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)
(281) 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
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 75,000 shares $8.50 $637,500.00 $189.00
par value $.01 per share
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
================================================================================
<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 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, 1997 ("1997 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.
<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, conversion, or other transaction in which
some or all of 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, employee benefit
plan, other enterprise, or other entity.
2
<PAGE>
(3) "Expenses" include court costs and attorneys' fees.
(4) "Official capacity" means:
(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 employee benefit plan, other
enterprise, or other entity.
(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
3
<PAGE>
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;
(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
4
<PAGE>
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 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, employee
benefit plan, other enterprise, or other entity 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
5
<PAGE>
another foreign or domestic corporation, employee benefit plan, other
enterprise, or other entity, 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 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 as a trustee, employee, agent, or similar
functionary of 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 a director 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.
6
<PAGE>
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.
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; 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
7
<PAGE>
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% 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.
(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 (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 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.
8
<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 MAY 18, 1998.
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/ W. Neil McBean President, Chief Executive May 18, 1998
- ------------------ Officer and Director
W. Neil McBean (Principal Executive Officer)
/s/ Craig K. Townsend Vice President - Finance, May 18, 1998
- --------------------- Secretary and Treasurer
Craig K. Townsend (Principal Financial and
Accounting Officer)
/s/ Lealon L. Sargent Director and Chairman May 18, 1998
- --------------------- of the Board
Lealon L. Sargent
/s/ Thomas N. Amonett Director May 18, 1998
- ---------------------
Thomas N. Amonett
/s/ G. Jay Erbe, Jr. Director May 18, 1998
- --------------------
G. Jay Erbe, Jr.
/s/ Gary R. Christopher Director May 18, 1998
- -----------------------
Gary R. Christopher
/s/ Stephen M. McGrath Director May 18, 1998
- ----------------------
Stephen M. McGrath
/s/ Robert C. Thomas Director May 18, 1998
- --------------------
Robert C. Thomas
9
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
- --------------- ------------------------------------------------------------------
<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.
4.2 Amended and Restated Bylaws of the Company--incorporated by
reference to Exhibit 3.2 to the Form 10-Q for the quarterly
period ended June 30, 1996.
4.3 1997 Non-Employee Director Stock Option Plan--incorporated by
reference to Exhibit A to the Company's Proxy Statement dated
April 9, 1997.
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>
____________________
* Filed herewith
10
<PAGE>
EXHIBIT 5
May 18, 1998
PetroCorp Incorporated
16800 Greenspoint Park Drive
Suite 300, North Atrium
Houston, Texas 77060
Re: Stock Option Plan
Dear Sirs:
We have acted as Counsel for PetroCorp Incorporated, a Texas corporation
(the "Company"), in connection with the registration of 75,000 shares of Common
Stock, par value $.01 per share (the "Common Stock"), of the Company pursuant to
the 1997 Non-Employee Director 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 1933, 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 in 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 us under "Interests of Named
Experts and Counsel" in 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 of our report dated March 11, 1998, which appears on page
27 of PetroCorp Incorporated's Annual Report on Form 10-K for the year ended
December 31, 1997.
PRICE WATERHOUSE LLP
Houston, Texas
May 18, 1998
