EXHIBIT 10.16

                           EDGE PETROLEUM CORPORATION
                               1997 INCENTIVE PLAN

                   DIRECTOR'S RESTRICTED STOCK AWARD AGREEMENT


                  THIS  AGREEMENT  ("Agreement")  is made as of the  ____ day of
_____________,  _______  (the "Date of Grant"),  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. This Agreement documents the automatic
award made to the Grantee  pursuant  to Section  9(b) of the Plan on the Date of
Grant.

                  The Company and Grantee therefore agree as follows:

                  1.  Grant of  Restricted  Stock.  Effective  as of the Date of
Grant,  pursuant  to Section  9(b) of the Plan,  the  Company has awarded to the
Grantee a total of ______ shares of Common Stock,  subject to the conditions and
restrictions set forth below and in the Plan (the "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 Grantee  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, provided that the Grantee has been in continuous service as a Director of
the Company since the Date of Grant:


                Date                      Number of Shares
                                           First Vested

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

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

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

All of the foregoing  provisions of this Section 2 are subject to the provisions
of  Section  6 below,  addressing  events  that  may  result  forfeiture  of the
Grantee's interest in all or part of the Restricted Shares.

                  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.
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                  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
registered  in the name of the Grantee and  deposited  with the Secretary of the
Company,  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.  Forfeiture.  If  Grantee's  service  as a  Director  shall
terminate for any reason prior to all shares of  Restricted  Stock having become
vested pursuant to the provisions of Section 2 hereof, the Grantee shall forfeit
all right to those unvested shares of Restricted Stock unless otherwise  decided
by the Board.

                  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,  if  any,  upon  such  exercise,  as
determined by the Committee.

                  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


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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

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.  Without  the  consent  of the  Grantee,  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.

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                  15. Grantee Service.  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 service of
the Company as a Director.

                  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.  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. Entire  Agreement.  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.

                  20. 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:________________



                                              Name of Grantee:_________

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                       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.



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Date                                                    Grantee