EXHIBIT 10.15

                           EDGE PETROLEUM CORPORATION
                               1997 INCENTIVE PLAN

                        RESTRICTED STOCK AWARD AGREEMENT

                  THIS  AGREEMENT  ("Agreement")  is made as of the _____ day of
__________, _____ (the "Grant Date"), by and between Edge Petroleum Corporation,
a Delaware corporation (the "Company"), and ___________________ (the "Grantee").

                  The Company has adopted the Edge  Petroleum  Corporation  1997
Incentive  Plan (the "Plan"),  a copy of which is appended to this  Agreement as
Exhibit A and by this reference made a part hereof,  for the benefit of eligible
employees,  directors  and  independent  contractors  of  the  Company  and  its
Subsidiaries. Capitalized terms used and not otherwise defined herein shall have
the meaning ascribed thereto in the Plan.

                  Pursuant to the Plan, the Committee,  which has generally been
assigned responsibility for administering the Plan, has determined that it would
be in the interest of the Company and its  stockholders  to grant the restricted
stock  award  provided  herein  in  order to  provide  Grantee  with  additional
remuneration for services rendered, to encourage Grantee to remain in the employ
of the Company or its Subsidiaries and to increase  Grantee's  personal interest
in the continued success and progress of the Company.

                  The Company and Grantee therefore agree as follows:

                  1.  Grant of  Restricted  Stock.  In order  to  encourage  the
Grantee's  contribution  to the successful  performance  of the Company,  and in
consideration of the covenants and promises of the Grantee herein contained, the
Company hereby awards to the Grantee as of March 3, 1997 (the "Date of Grant") a
total of _______ shares of Common Stock  pursuant to the Plan,  upon the Date of
Grant,  subject to the  conditions and  restrictions  set forth below and in the
Plan ("Restricted Stock").

                  2.  Restrictions.  The  shares  of  Restricted  Stock  granted
hereunder  to the Grantee  may not be sold,  assigned,  transferred,  pledged or
otherwise  encumbered  from the Date of Grant  until the date  that the  Grantee
obtains a vested right to the shares (and the restrictions thereon terminate) in
accordance  with the  provisions  of this Section 2 or as otherwise  provided in
Section 6 below. (The period of time between the Date of Grant and the date that
the  Grantee  obtains  a vested  right to shares of  Restricted  Stock  shall be
referred to herein as the  "Restricted  Period" as to those shares of stock.) In
the event  that any day on which the  Grantee  would  otherwise  obtain a vested
right to additional shares of Restricted Stock is a Saturday, Sunday or holiday,
the Executive  shall instead  obtain that vested right on the first business day
immediately  following  such date.  The Grantee shall have a vested right to the
number of shares of Restricted  Stock  indicated below as of the dates set forth
below:

                Date              Number of Shares
                                    First Vested

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

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

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

                                       1
<PAGE>

                  All of the foregoing  provisions of this Section 2 are subject
to (A) the provisions of Section 6 below,  addressing  events that may result in
early  termination  of the  Restricted  Period or  forfeiture  of the  Grantee's
interest in all or part of the  Restricted  Shares and (B) the provisions of any
written employment agreement between the Grantee and the Company or a Subsidiary
that applies,  by its terms, to this Agreement and that is in effect at the time
its provisions would become operative with respect to this Agreement.

                  3. No Code Section 83(b) Election.  The Grantee shall not make
an election, under Code Section 83(b), to include an amount in income in respect
of Restricted Stock.

                  4. Sale of Restricted Stock. Grantee agrees that Grantee shall
not sell the  Restricted  Stock and that the Company  shall not be  obligated to
deliver  any shares of Common  Stock if counsel to the Company  determines  that
such sale or delivery would violate any applicable law or any rule or regulation
of any governmental  authority or any rule or regulation of, or agreement of the
Company with, any securities exchange or association upon which the Common Stock
is listed or quoted.  The  Company  shall in no event be  obligated  to take any
affirmative  action in order to cause the  delivery of shares of Common Stock to
comply with any such law, rule, regulation or agreement.

                  5. Escrow of Shares.  Shares of Restricted  Stock shall be, at
the election of the  Committee,  either (a)  registered in book entry form,  (b)
registered  in the name of the Grantee and  deposited  with the Secretary of the
Company or (c) held in nominee  name for the benefit of the  Grantee  during the
Restricted  Period, in any case, if the Company requests,  together with a stock
power endorsed by the Grantee in blank.  Any certificate  shall bear a legend as
provided by the Company,  conspicuously  referring to the terms,  conditions and
restrictions  described in the Plan and in this Agreement.  Upon  termination of
the Restricted Periods with respect to shares of Restricted Stock, a certificate
representing  such shares shall be delivered upon written request to the Grantee
as promptly as practicable following such termination.

                  6.       Accelerated Vesting of Restricted Stock; Forfeiture.

                  (a)  If  Grantee's   employment   with  the  Company  and  its
         Subsidiaries  (i) shall  terminate by reason of (x)  termination by the
         Company  without Cause (as defined  below),  (y) termination by Grantee
         for Good Reason (as defined below) or (z) Disability (as defined below)
         or (ii) if Grantee dies while  employed by the Company or a Subsidiary,
         then  the  Restricted  Periods  set  forth  in  Section  2 above  shall
         terminate and the Grantee's right to the Restricted  Stock shall become
         fully vested, to the extent not previously vested pursuant to Section 2
         above,  and   nonforfeitable,   and  all  restrictions   thereon  shall
         terminate.

                  (b)  If  Grantee's   employment   with  the  Company  and  its
         Subsidiaries  is terminated by the Company for Cause (as defined below)
         or  voluntarily  by the Grantee other than as provided in Section 6(a),
         then  all  Restricted  Stock  awarded  to  the  Grantee  that  has  not
         previously  vested in accordance with Sections 2 or 6(a) above shall be
         forfeited.

                  "Cause"  for  purposes  of the  Agreement  shall mean cause as
defined in any written employment  agreement between the Grantee and the Company
or a Subsidiary in effect at the time of the Grantee's termination of employment
or, in the absence of any such employment agreement,  any of the following:  (a)
conviction of the Grantee by a court of competent  jurisdiction of any felony or
a crime involving moral turpitude;  (b) the Grantee's knowing failure or refusal
to follow reasonable instructions of the Board or reasonable policies, standards
and regulations of the Company or its Subsidiaries;  (c) the Grantee's continued
failure or refusal to faithfully  and  diligently  perform the usual,  customary
duties of his  employment  with the  Company or a  Subsidiary;  (d) the  Grantee
continuously  conducting  himself in an  unprofessional,  unethical,  immoral or
fraudulent  manner;  or (e) the Grantee's  conduct  discredits  the Company or a
Subsidiary or is  detrimental to the  reputation,  character and standing of the
Company or a Subsidiary.
                                       2
<PAGE>

                  "Disability"   for  purposes  of  the  Agreement   shall  mean
disability as defined in any written  employment  agreement  between the Grantee
and  the  Company  or a  Subsidiary  in  effect  at the  time  of the  Grantee's
termination of employment or, in the absence of any such  employment  agreement,
as determined  by the  Committee in good faith and/or  pursuant to any long-term
disability plan sponsored by the Company or applicable Subsidiary.

                  "Good  Reason" for  purposes of the  Agreement  shall mean (a)
good reason as defined in any written  employment  agreement between the Grantee
and  the  Company  or a  Subsidiary  in  effect  at the  time  of the  Grantee's
termination of  employment,  (b) if such an agreement is then in effect and does
not define  "good  reason" but  contains a provision  permitting  the Grantee to
voluntarily  terminate  employment,  upon the occurrence of certain  events,  on
terms  substantially  equal to those  applicable to an  involuntary  termination
without  cause,  "Good  Reason"  shall  mean any of those  events  or (c) in the
absence of any such employment agreement definition or provision,  "Good Reason"
shall be deemed to have occurred upon the happening of any of the following:

                  (i)      any reduction in Grantee's annual rate of salary;

                  (ii) either (x) a failure of the Company to continue in effect
         any employee benefit plan in which Grantee was participating or (y) the
         taking  of any  action  by the  Company  that  would  adversely  affect
         Grantee's  participation  in, or materially  reduce Grantee's  benefits
         under,  any such  employee  benefit  plan,  unless such failure or such
         taking of any  action  adversely  affects  the  senior  members  of the
         corporate management of the Company generally;

                  (iii) the assignment to Grantee of duties and responsibilities
         that are materially  more oppressive or onerous than those attendant to
         Grantee's position immediately after the date hereof;

                  (iv) the  relocation  of the office  location  as  assigned to
         Grantee by the Company to a location more than 20 miles from  Grantee's
         current location without Grantee's consent; or

                  (v) the failure of the Company to obtain, prior to the time of
         any  reorganization,  merger,  consolidation,  disposition  of  all  or
         substantially  all of the assets of the Company or similar  transaction
         effective  after  the date  hereof,  in which  the  Company  is not the
         surviving  person,  the  unconditional  assumption  in  writing  or  by
         operation of law of the  Company's  obligations  to Grantee  under this
         Agreement  by  each  direct  successor  to  the  Company  in  any  such
         transaction.

                  All of the foregoing  provisions of this Section 6 are subject
to the provisions of any written  employment  agreement  between the Grantee and
the  Company  or a  Subsidiary  that is in effect  at the time of the  Grantee's
termination of employment and that applies, by its terms, to this Agreement.

                  7. Withholding for Taxes. Grantee acknowledges and agrees that
the Company may, at its option, deduct from the shares of Common Stock otherwise
payable or  deliverable  upon  expiration of the  Restricted  Period a number of
shares  of  Common  Stock  (valued  at their  Fair  Market  Value on the date of
exercise)  that is equal to the  amount of all  federal,  state and local  taxes
required to be withheld by the Company upon such exercise,  as determined by the
Committee.

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<PAGE>

                  8. Beneficiary  Designations.  The Grantee shall file with the
Secretary of the Company on the form  annexed  hereto as Exhibit B or such other
form  as  may be  prescribed  by  the  Company,  a  designation  of one or  more
beneficiaries  (each, a "Beneficiary")  to whom shares otherwise due the Grantee
shall be distributed in the event of the death of the Grantee while serving as a
Director  of the  Company.  The  Grantee  shall  have the  right to  change  the
Beneficiary or  Beneficiaries  from time to time;  provided,  however,  that any
change shall not become  effective until received in writing by the Secretary of
the Company. If any designated  Beneficiary survives the Grantee but dies before
receiving all of the Grantee's  benefits  hereunder,  any remaining benefits due
the Grantee shall be distributed to the deceased  Beneficiary's estate. If there
is no effective  Beneficiary  designation  on file at the time of the  Grantee's
death, or if the designated  Beneficiary or  Beneficiaries  have all predeceased
such  Grantee,  the  payment  of any  remaining  benefits  shall  be made to the
Grantee's estate.

                  9.  Nonalienation  of  Benefits.  Except  as  contemplated  by
Section 8 above,  and other than  pursuant  to a  qualified  domestic  relations
order,  no right or benefit under this  Agreement  shall be subject to transfer,
anticipation,  alienation,  sale,  assignment,  pledge,  encumbrance  or charge,
whether  voluntary,  involuntary  or by  operation  of law,  and any  attempt to
transfer,  anticipate,  alienate,  sell, assign, pledge,  encumber or charge the
same shall be void. No right or benefit  hereunder shall in any manner be liable
for or  subject  to any  debts,  contracts,  liabilities  or torts of the person
entitled to such benefits. If the Grantee or the Grantee's Beneficiary hereunder
shall become  bankrupt or attempt to  transfer,  anticipate,  alienate,  assign,
sell, pledge,  encumber or charge any right or benefit hereunder,  other than as
contemplated  by Section 8 above or other than pursuant to a qualified  domestic
relations  order, or if any creditor shall attempt to subject the same to a writ
of  garnishment,  attachment,  execution,  sequestration  or any  other  form of
process or involuntary  lien or seizure,  then such right or benefit shall cease
and terminate.

                  10.  Prerequisites to Benefits.  Neither the Grantee,  nor any
person  claiming  through  the  Grantee,  shall  have any right or  interest  in
Restricted Stock awarded hereunder,  unless and until all the terms,  conditions
and  provisions of this  Agreement and the Plan which affect the Grantee or such
other person shall have been complied with as specified herein.

                  11. Rights as a Stockholder.  Subject to the  limitations  and
restrictions  contained  herein,  the  Grantee (or  Beneficiary)  shall have all
rights as a stockholder with respect to the shares of Restricted Stock once such
shares have been  registered in the Grantee's  name or issued for the benefit of
Grantee hereunder.

                  12.  Adjustments.  As  provided  in  Section  15 of the  Plan,
certain  adjustments may be made to the Restricted  Stock upon the occurrence of
events or circumstances described in Section 15 of the Plan.

                  13. Notice. Unless the Company notifies the Grantee in writing
of a different procedure,  any notice or other communication to the Company with
respect to this Agreement shall be in writing and shall be:

                  (a)      delivered personally to the following address:

                                   Edge Petroleum Corporation
                                   Texaco Heritage Plaza
                                   1111 Bagby, Suite 2100
                                   Houston, Texas  77002

                           or

                  (b) sent by first class mail, postage prepaid and addressed as
follows:

                                   Edge Petroleum Corporation
                                   c/o Corporate Secretary
                                   Texaco Heritage Plaza
                                   1111 Bagby, Suite 2100
                                   Houston, Texas  77002

                                       4
<PAGE>

Any notice or other  communication to the Grantee with respect to this Agreement
shall be in writing and shall be delivered personally, or shall be sent by first
class mail,  postage prepaid,  to Grantee's  address as listed in the records of
the  Company  on the  Grant  Date,  unless  the  Company  has  received  written
notification from the Grantee of a change of address.

                  14.      Amendment.   Notwithstanding   any  other  provisions
hereof,  this  Agreement  may  be supplemented  or amended from time to time as
approved by the Committee as  contemplated  by Section 6 of the Plan. Without
limiting the generality of the foregoing, without the consent of the Grantee,

                  (a) this Agreement may be amended or supplemented  (i) to cure
         any  ambiguity or to correct or supplement  any provision  herein which
         may be defective or inconsistent  with any other provision  herein,  or
         (ii) to add to the  covenants  and  agreements  of the  Company for the
         benefit of  Grantee  or  surrender  any right or power  reserved  to or
         conferred upon the Company in this Agreement,  subject, however, to any
         required approval of the Company's  stockholders and, provided, in each
         case, that such changes or corrections  shall not adversely  affect the
         rights of Grantee with respect to the Award  evidenced  hereby  without
         the  Grantee's  consent,  or (iii) to make such  other  changes  as the
         Company, upon advice of counsel,  determines are necessary or advisable
         because  of the  adoption  or  promulgation  of, or change in or of the
         interpretation   of,  any  law  or  governmental  rule  or  regulation,
         including any applicable federal or state securities laws; and

                  (b) subject to Section 6 of the Plan and any required approval
         of the Company's  stockholders,  the Award  evidenced by this Agreement
         may be canceled by the Committee  and a new Award made in  substitution
         therefor,  provided that the Award so substituted  shall satisfy all of
         the requirements of the Plan as of the date such new Award is made.

                  15. Grantee  Employment.  Nothing contained in this Agreement,
and no action of the Company or the Committee with respect hereto,  shall confer
or be  construed to confer on the Grantee any right to continue in the employ of
the Company or any of its Subsidiaries or interfere in any way with the right of
the Company or any employing Subsidiary to terminate the Grantee's employment at
any time,  with or without  cause;  subject,  however,  to the provisions of any
employment agreement between the Grantee and the Company or any Subsidiary.

                  16.      Governing  Law. This Agreement  shall be governed by,
and construed in accordance  with, the internal laws of the State of Delaware.

                  17.  Construction.  References  in  this  Agreement  to  "this
Agreement"  and the words  "herein,"  "hereof,"  "hereunder"  and similar  terms
include all Exhibits and Schedules  appended  hereto,  including the Plan.  This
Agreement is entered into, and the Award evidenced  hereby is granted,  pursuant
to the Plan and shall be governed by and construed in  accordance  with the Plan
and the administrative  interpretations adopted by the Committee thereunder. All
decisions of the Committee upon  questions  regarding the Plan or this Agreement
shall be conclusive.  Unless otherwise  expressly stated herein, in the event of
any inconsistency between the terms of the Plan and this Agreement, the terms of
the Plan shall control. The headings of the Sections of this Agreement have been
included for  convenience  of reference  only,  are not to be  considered a part
hereof and shall in no way  modify or  restrict  any of the terms or  provisions
hereof.

                  18. Duplicate Originals.  The Company and the Grantee may sign
any number of copies of this  Agreement.  Each signed copy shall be an original,
but all of them together represent the same agreement.

                  19.  Rules  by  Committee.  The  rights  of  the  Grantee  and
obligations of the Company  hereunder shall be subject to such reasonable  rules
and regulations as the Committee may adopt from time to time hereafter.

                                       5
<PAGE>

                  20.  Entire  Agreement.  Subject  to  the  provisions  of  any
applicable written  employment  agreement between the Grantee and the Company or
any  Subsidiary,  Grantee and the Company  hereby  declare and represent that no
promise or agreement not herein  expressed has been made and that this Agreement
contains  the entire  agreement  between the parties  hereto with respect to the
Option  and  replaces  and  makes  null and void any prior  agreements,  oral or
written, between Grantee and the Company regarding the Restricted Stock award.

                  21. Grantee  Acceptance.  Grantee shall signify  acceptance of
the terms and  conditions of this  Agreement by signing in the space provided at
the end hereof and returning a signed copy to the Company.


                                        EDGE PETROLEUM CORPORATION


                                        By:_______________________
                                        Name:_____________________
                                        Title:____________________


                                        ACCEPTED:_________________



<PAGE>



                       Exhibit B to Restricted Stock Award
                    Agreement dated as of ________ ___, _____


                 EDGE PETROLEUM CORPORATION 1997 INCENTIVE PLAN

                           Designation of Beneficiary


I, the "Grantee"), hereby declare

that upon my death _______________________________________(the "Beneficiary") of
                                 Name
______________________________________________________________________________,
      Street Address         City                State            Zip Code

who is my _________________________________________________, shall be entitled
                   Relationship to Grantee

to the Restricted   Stock  and  all  other   rights   accorded   the   Grantee
by  the above-referenced grant agreement (the "Agreement").

         It is understood that this  Designation of Beneficiary is made pursuant
to the Agreement and is subject to the conditions stated therein,  including the
Beneficiary's  survival of the  Grantee's  death.  If any such  condition is not
satisfied, such rights shall devolve according to the Grantee's will or the laws
of descent and distribution.

         It is further  understood  that all prior  designations  of beneficiary
under the Agreement are hereby revoked and that this  Designation of Beneficiary
may only be revoked in writing, signed by the Grantee and filed with the Company
prior to the Grantee's death.



_______________                               _____________________________
Date                                           Grantee