Exhibit 10.3



                           EDGE PETROLEUM CORPORATION
                               1997 INCENTIVE PLAN

                                    DIRECTOR
                      NON-QUALIFIED STOCK OPTION AGREEMENT

                  THIS  AGREEMENT  ("Agreement")  is made as of the  21st day of
May,  1999 (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.

                  The Company hereby documents the automatic grant,  pursuant to
the Plan,  of the  option  described  herein in order to  provide  Grantee  with
additional  remuneration for services rendered, to encourage Grantee to remain a
director of the Company or its Subsidiaries and to increase  Grantee's  personal
interest in the continued success and progress of the Company.

                  The  Company has  further  determined  that it would be in the
best interests of the Company and the Grantee to recall, surrender and terminate
those certain options  heretofore  granted to Grantee covering _______ shares of
Company common stock ("Common  Stock") as described in a Standard  Non-Qualified
Stock Option Agreement  between the Company and Grantee dated March 3, 1997, and
________ shares of Company Common Stock as described in a Standard Non-Qualified
Stock  Option  Agreement  between the  Company  and  Grantee  dated June 1, 1998
(collectively, the "Prior Stock Options").

                  The Company and Grantee therefore agree as follows:

         1. Termination of Prior Stock Options and Grant of New Option.  Grantee
hereby  surrenders,  relinquishes  and re-assigns to the Company the Prior Stock
Options,  and the  Company and Grantee  declare  such Prior Stock  Options to be
terminated.  Subject to the terms and conditions  herein,  the Company grants to
the Grantee during the period  commencing on May 21, 1999 and expiring at 5 p.m.
Houston,  Texas time ("Close of Business") on May 21, 2009 (the "Option  Term"),
an option to purchase  from the  Company,  at a price equal to $7.0625 per share
(the "Option Price"),  _______ shares of Common Stock (the "Option Shares"). The
Option Price and Option Shares are subject to adjustment pursuant to paragraph 7
below.  This  option is as a  "Nonqualified  Stock  Option"  and is  hereinafter
referred to as the "Option."

         2. Conditions of Exercise. The Option is exercisable only in accordance
with the conditions stated in this paragraph.

                  (a) Except as otherwise provided in this subparagraph (a), the
         Option may only be  exercised  to the extent  the  Option  Shares  have
         become   available  for  purchase  in  accordance  with  the  following
         schedule:

                               Fraction of Option
                               Date                Shares Available for Purchase
                               ----                -----------------------------
                           May 21, 1999                         50%
                           May 21, 2000                         50%


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         Notwithstanding the foregoing, no additional Option Shares shall become
         available  for  purchase if Grantee has  previously  resigned  from the
         Board  without  the  consent  of a  majority  of the  other  directors;
         provided, however that the Grantee's Option may be exercised during the
         remaining  Option  Term  to  the  extent  it  was  exercisable  on  the
         resignation date.

                  (b) To the extent the Option becomes exercisable,  such Option
         may be exercised in whole or in part (at any time or from time to time,
         except as otherwise  provided  herein)  until  expiration of the Option
         Term.

         3. Manner of Exercise.  The Option shall be considered exercised (as to
the number of Option Shares  specified in the notice referred to in subparagraph
(a) below) on the latest of (i) the date of exercise  designated  in the written
notice referred to in subparagraph (a) below,  (ii) if the date so designated is
not a business  day,  the first  business day  following  such date or (iii) the
earliest business day by which the Company has received all of the following:

                  (a) Written notice, in such form as the Company,  designating,
         among  other  things,  the date of  exercise  and the  number of Option
         Shares to be purchased;

                  (b) If the  Option is to be  exercised,  payment of the Option
         Price for each Option Share to be purchased in cash, Common Stock or in
         such other form (or  combination of forms) of payment  contemplated  by
         Section 11 of the Plan as the  provisions of Section 11 of the Plan may
         permit; provided, however, that any shares of Common Stock delivered in
         payment of the Option  Price that are or were the subject of a Director
         Award  must be  shares  that the  Grantee  has owned for a period of at
         least six months prior to the date of exercise; and

                  (c) Any other  documentation  that the Company may  reasonably
require.

         4. Delivery by the Company. As soon as practicable after receipt of all
items  referred  to in  paragraph  3, the Company  shall  deliver to the Grantee
certificates  issued in Grantee's name for the number of Option Shares purchased
by exercise of the Option. If delivery is by mail,  delivery of shares of Common
Stock shall be deemed  effected for all purposes when a stock  transfer agent of
the Company  shall have  deposited the  certificates  in the United States mail,
addressed to the Grantee,  and any cash payment shall be deemed  effected when a
Company  check,  payable to Grantee and in an amount  equal to the amount of the
cash payment,  shall have been deposited in the United States mail, addressed to
the Grantee.


         5.  Nontransferability of Option. During Grantee's lifetime, the Option
is not  transferable  (voluntarily  or  involuntarily)  other than pursuant to a
domestic  relations  order  and,  except as  otherwise  required  pursuant  to a
domestic  relations order, is exercisable only by the Grantee or Grantee's court
appointed  legal  representative.  The Grantee may  designate a  beneficiary  or
beneficiaries  to whom the Option shall pass upon Grantee's death and may change
such  designation  from  time  to  time  by  filing  a  written  designation  of
beneficiary  or  beneficiaries  with the Committee on the form annexed hereto as
Exhibit B or such other form as may be  prescribed  by the  Committee,  provided
that no such  designation  shall be effective unless so filed prior to the death
of Grantee. If no such designation is made or if the designated beneficiary does
not survive the  Grantee's  death,  the Option shall pass by will or the laws of
descent and  distribution.  Following  Grantee's death, the Option, if otherwise
exercisable,  may  be  exercised  by the  person  to  whom  such  option  passes
accordingly  to the  foregoing  and such person  shall be deemed the Grantee for
purposes of any applicable provisions of this Agreement.


         6. No  Stockholder  Rights.  The  Grantee  shall not be deemed  for any
purpose  to be, or to have any of the rights of, a  stockholder  of the  Company
with  respect to any shares of Common Stock as to which this  Agreement  relates
until such shares shall have been issued to Grantee by the Company. Furthermore,
the existence of this  Agreement  shall not affect in any way the right or power
of the Company or its  stockholders to accomplish any corporate act,  including,
without limitation, the acts referred to in Section 15 of the Plan.

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


         8.  Restrictions  Imposed by Law.  Without  limiting the  generality of
Section 16 of the Plan,  the Grantee  agrees that  Grantee will not exercise the
Option and that the  Company  will not be  obligated  to  deliver  any shares of
Common  Stock,  if counsel to the  Company  determines  that such  exercise,  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 exercise of the Option or the resulting
delivery of shares of Common Stock to comply with any such law, rule, regulation
or agreement.

         9.  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.

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

         11. 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.  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  paragraphs  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.

         12.  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.

         13.  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
Option.


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         14. 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.


ATTEST:                                     EDGE PETROLEUM CORPORATION


                                             By:____________________________
Secretary_____________________                       John W. Elias
                                                     Chairman & CEO


                                             ACCEPTED:

                                             _______________________________
















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Exhibit B to Non-Qualified Stock Option Agreement dated as of  May 21, 1999



                 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 to the
                  Relationship to Grantee

Option  and all  other  rights  accorded  the  Grantee  by the  above-referenced
agreement (the "Agreement").

         It is understood that this  Designation of Beneficiary is made pursuant
to the Agreement and is subject to the conditions  stated herein,  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













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Agreements  identical  to the  forgoing  were  entered  into by and between Edge
Petroleum  Corporation  and Directors of the Company and  differences are listed
within the following schedule:



                                    Schedule
                                    --------

                                    Surrendered      Reissued            New
Name                                  Options         Options          Options
----                                -----------      --------          -------
Vincent S. Andrews                      8,000          6,300            3,000
David B. Benedict                       2,000          2,700            3,000
Nils P. Peterson                        2,000          2,700            3,000
Stanley S. Raphael                      8,000          6,300            3,000
Robert W. Shower                        5,000          4,500            3,000
John Sfondrini                          8,000          6,300            3,000
William H. White                        5,000          2,500            3,000























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