<PAGE>   1
      As filed with the Securities and Exchange Commission on May 5, 1998
                                                Registration No. 33-____________

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549      

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933    

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

                      LONE STAR INTERNATIONAL ENERGY, INC.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
 <S>                                <C>                                         <C>
              Nevada                             528 Grant Road                    87-0434288
   (State of Other Jurisdiction            Mineral Wells, Texas  76067          (I.R.S. Employer
 of Incorporation or Organization)  (Address of Principal Executive Offices)   Identification No.)
</TABLE>

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

       Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                         (William D. Josserand, Jr.)
       Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                              (Calvin D. Cline)
       Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                                (Don R. Pyles)
       Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                           (Michael D. Herrington)
       Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                             (Richard P. Gazzola)
       Deferred Compensation Agreement and Stock Sale Lock-Up Agreement
                               (Paula Fleming)
             Deferred Compensation Agreement and Promissory Notes
                                (C.E. Justice)
                             Consulting Agreement
                                 (John Moran)

                            (Full Title of the Plan)     

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

                                  C.E. JUSTICE
                                   President
                             Lone Star Energy, Inc.
                                 528 Grant Road
                          Mineral Wells, Texas  76067
                    (Name and Address of Agent for Service)
                     Telephone Number, Including Area Code
                             of Agent for Service:
                                 (817) 598-0542
 APPROXIMATE DATE SALE TO PUBLIC WILL START:  AS SOON AS PRACTICABLE AFTER THE
                     EFFECTIVE DATE OF THIS REGISTRATION.

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
         Title of              Amount        Proposed Maximum      Proposed Maximum        Amount
       Securities to            to be       Offering Price Per    Aggregate Offering    Registration
       be Registered         Registered         Share (1)              Price(1)             Fee
--------------------------------------------------------------------------------------------------------
    <S>                     <C>                   <C>                   <C>                <C>
       Common Stock,                                                                    
    par value $.001....     3,726,012(2)          $ .365             $ 1,359,995         $ 413.00
========================================================================================================
</TABLE>

(1)                     Estimated in accordance with Rule 457(a) solely for the
                        purpose of calculating the registration fee and based
                        upon the average bid and sale price on May 4, 1998.

(2)                     653,006, 354,240, 323185, 182,964, 316,115, 1,370,254,
                        376,248, and 150,000  shares of Class "A" common stock
                        of the Company, par value $.001 per share, have been
                        reserved for issuance pursuant to each of the
                        above-described Agreements, respectively, for a total
                        of 3,726,012 shares.

================================================================================
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTS

               NOTE:    The document(s) containing the information required by
Item 1 of Form S-8 and the document of availability of registrant information
and any other information required by Item 2 of Form S-8 will be sent or given
to employees as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act").  In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.  The registrant shall maintain a file of
such documents in accordance with the provision of Rule 428.  Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.



                                     -2-
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          This Registration statement incorporates herein by reference the
following documents which have been filed (File No. 333-55254-07) with the
Commission by Lone Star International Energy, Inc. (the "Company") pursuant to
the Securities Exchange Act of 1934, as amended ("Exchange Act"):

          1.   The Company's Annual Report on Form 10-KSB for the year ended
               December 31, 1997.

Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents.

Any statement incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.   DESCRIPTION OF SECURITIES

          653,006 shares of Class "A" common stock of the Company, par value
$.001 per share, have been reserved for issuance pursuant to Mr. Cline's
Deferred Compensation Agreement and Stock Sale Lock-Up Agreement, 354,240
shares of Class "A" common stock of the Company, par value $.001 per share,
have been reserved for issuance pursuant to Mr.  Gazzola's Deferred
Compensation Agreement and Stock Sale Lock-Up Agreement, 323,185 shares of
Class "A" common stock of the Company, par value $.001 per share, have been
reserved for issuance pursuant to Mr. Herrington's Deferred Compensation
Agreement and Stock Sale Lock-Up Agreement, 182,964 shares of Class "A" common
stock of the Company, par value $.001 per share, have been reserved for
issuance pursuant to Mr. Josserand's Deferred Compensation Agreement and Stock
Sale Lock-Up Agreement, 316,115 shares of Class "A" common stock of the
Company, par value $.001 per share, have been reserved for issuance pursuant to
Mr. Pyles' Deferred Compensation Agreement and Stock Sale Lock-Up Agreement,
376,248 shares of Class "A" common stock of the Company, par value $.001 per
share, have been reserved for issuance pursuant to Ms. Fleming's Deferred
Compensation Agreement and Stock Sale Lock-Up Agreement, 1,370,254 shares of
Class "A" common stock of the Company, par value $.001 per share, have been
reserved for issuance pursuant to Mr. Justice's





                                      -3-
<PAGE>   4
Deferred Compensation Agreement and Promissory Notes, and 150,000 shares of
Class "A" common stock of the Company, par value $.001 per share, have been
reserved for issuance pursuant to Mr. Moran's Consulting Agreement, for a total
of 3,726,012 shares.  Shares issued are fully paid and nonassessable shares.
The shares of Class "A" common stock may not be divided into classes and may
not be issued in series.  No shares carry a pre-emptive or other right to
purchase, subscribe for or take part of any securities of the Company issued by
it.  No shares have a right to cumulate votes for directors.  Each outstanding
share is entitled to one vote, in person or by proxy, on each matter submitted
to a vote at a meeting of the stockholders.  No shares have any rights of
priority with regard to any dividends or other distributions which may be
declared or become payable to shareholders.  The Board of Directors may, in its
sole discretion, declare dividends to be paid out of legally available surplus.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Nevada Revised Statutes Section 78.751 and Article VII of the
Company's Bylaws provide the Company with powers and authority to indemnify its
directors and officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

          The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

ITEM 9.   UNDERTAKINGS

               (a) 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;

                             (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.





                                      -4-
<PAGE>   5
                        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
                        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;

                    provided, however, that the undertakings set forth in
                    paragraph (i) and (ii) above do not apply if the
                    information required to be included in a post-effective
                    amendment by those paragraphs is contained in periodic
                    reports filed by the registrant pursuant to Section 13 or
                    Section 15(d) of the Exchange Act that are incorporated by
                    reference in the registration statement.

                        (2)  That, for the purpose of determining any liability
                    under the Securities Act of 1933, 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.

                    (b) The undersigned registrant hereby undertakes that, for
               purposes of determining any liability under the Securities Act
               of 1933, 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 Exchange Act)
               that is incorporated by reference in this registration statement
               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.

                    (c) Insofar as indemnification for liabilities arising
               under the Securities Act of 1933 may be permitted to directors,
               officers, and controlling persons of the registrant pursuant to
               the provisions described under Item 6 above, or otherwise, the
               registrant has been advised that in the opinion of the
               Commission such indemnification is against public policy as
               expressed in the Act and is, therefore, unenforceable.  In the
               event that





                                      -5-
<PAGE>   6
               a claim for indemnification against such liabilities (other than
               the payment by the registrant of expenses incurred or paid by a
               director, officer, on controlling person of the registrant 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 registrant
               will, unless in the opinion of its counsel that 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 Act and will be governed by the final adjudication of such
               issue.





                                      -6-
<PAGE>   7
                                   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 Mineral Wells, State of Texas, on May 5, 1998.


                                                    LONE STAR INTERNATIONAL
                                                      ENERGY, INC.



                                                 By: /s/ RICHARD BAKER
                                                    ---------------------------
                                                     Richard Baker
                                                     President


               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 date indicated.


    SIGNATURE                      TITLE                           DATE


/s/ RICHARD BAKER            President & Director 
--------------------------                                       May 5, 1998
Richard Baker                                                               
                                                       
/s/ CECIL E. JUSTICE         Chairman & Director                  
--------------------------                                       May 5, 1998
Cecil E. Justice                                                            
                                                       
/s/ DON R. PYLES             General Counsel, Secretary & 
--------------------------   Director                            May 5, 1998
Don R. Pyles                                                                
                                                       
/s/ HENRY T. GEORGE          Director                  
--------------------------                                       May 5, 1998
Henry T. George                                                             





                                      -7-
<PAGE>   8
                               INDEX TO EXHIBITS



<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER
      ------
         <S>    <C>
         *4.1-  Articles of Incorporation of Lone Star Energy, Inc.

         *4.2-  Bylaws of Lone Star Energy, Inc.

         10.1-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (William D. Josserand, Jr.)

         10.2-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Calvin D. Cline)

         10.3-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Don R. Pyles)

         10.4-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Michael D. Herrington)

         10.5-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Richard P. Gazzola)

         10.6-  Deferred Compensation Agreement and Stock Sale Lock-Up Agreement (Paula Fleming)

         10.7-  Deferred Compensation Agreement and Promissory Notes (C.E. Justice)

         10.8-  Consulting Agreement (John Moran)

            5-  Opinion of Michener Larimore Swindle Whitaker Flowers Sawyer 
                Reynolds & Chalk, L.L.P.

          24.1- Consent of Davis, Kinard & Co., P.C.

          24.2- Consent of Michener Larimore Swindle Whitaker Flowers Sawyer 
                Reynolds & Chalk, L.L.P. (incorporated in Exhibit 5)

</TABLE>

* Previously filed as the same exhibit number with the Company's Registration
Statement on Form 10-KSB for the year ending December 31, 1995, and
incorporated herein by reference.




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