AS FILED:  SEPTEMBER 26, 1996                     SEC FILE NO. 333-12385

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                AMENDMENT NO. 1    
                           REGISTRATION STATEMENT ON

                                    FORM S-8

                        UNDER THE SECURITIES ACT OF 1933

                                FX ENERGY, INC.
             (Exact Name of Registrant as Specified in its Charter)

         NEVADA                                87-0504461
(State or Other Jurisdiction of               (IRS Employer
Incorporation or Organization)             Identification No.)

3006 SOUTH HIGHLAND DRIVE
  SALT LAKE CITY, UTAH                            84106
(Address of Principal Executive Offices)       (Zip Code)


                    STOCK COMPENSATION AWARDS
                            (Full title of the plan)

DAVID N. PIERCE, 3006 SOUTH HIGHLAND DRIVE, SALT LAKE CITY, UTAH 84106
                    (Name and address of agent for service)

                         (801) 486-5555
         (Telephone number, including area code, of agent for service)
                        CALCULATION OF REGISTRATION FEE


                                             Proposed
                                Proposed      Maximum    Amount
   Title of          Amount      Maximum     Aggregate     of
  Securities          to be     Offering     Offering   Registra
     to be          Register    Price Per      Price      tion
  Registered           ed       Share(1)                   Fee

Common Stock, par    120,500      $9.50     $1,144,750    $395
value $0.001


(1)  Bona fide estimate of maximum offering price solely for the purpose of
  calculating the registration fee.  The offering price for the common stock
  being sold by selling stockholders is based on the closing price for the
  Registrant's Common Stock on the Nasdaq National Market of $9.50 as of
  September 18, 1996 (rule 457(c)).


                                    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
(the "Commission") by FX Energy, Inc., a Nevada corporation (the "Company"),
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or the Securities Act of 1933, as amended (the "Securities Act"), are
hereby incorporated by reference in this Prospectus:

          (1)  The definitive prospectus declared effective August 1 filed
     pursuant to Rule 424(b) of the Securities Act; included in the Registration
     Statement on Form S-1, Commission file no. 333-05583;
         
          (2)  The quarterly reports of the Company on Form 10-QSB for the
     quarters ended March 31 and June 30, 1996;

          (3)  The current reports on Form 8-K dated May 3, and May 21, 1996;

          (4)  The Proxy Statement related to the 1996 annual meeting of the
     Company's stockholders; and

          (5)  The description of the Common Stock of the Company contained in
     its registration statement on Form 8-A, file no. 0-25386, as declared
     effective March 30, 1995, incorporating by reference from the section
     entitled "Description of Securities" contained on page 55 of  the Company's
     registration statement on Form SB-2, Commission file no. 33-88354-D,
     declared effective March 30, 1995.

     All documents filed by the Company pursuant to sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold, or which
deregisters all such securities 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 of such documents.






                                   SIGNATURES


     In accordance with the requirements of the Securities Act of 1933, as
amended, (the "Securities Act"), the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and authorized this amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Salt Lake
City, state of Utah, on the 26th day of September, 1996.
    
                                   FX ENERGY, INC.


                                    /s/ David N. Pierce, President

     In accordance with the requirements of the Securities Act, this amendment
to the Registration Statement was signed by the following persons in the
capacities indicated on this 26th day of September, 1996.
    


 /s/ David N. Pierce                         /s/ David N. Pierce
 Director and President                          Attorney-in-Fact
 (Principal Executive and Financial Officer)
 
 /s/ Andrew W. Pierce
 Director, Vice-President, and Secretary
 (Principal Operations Officer)
 
 /s/ Thomas B. Lovejoy
 Director
 
 /s/ Scott J. Duncan
 Director
 
 /s/ James A. Giauque, III
 Controller
 
 Peter L. Raven, Director
 
 Jay W. Decker, Director
 









                                             /s/ David N.
                                    Pierce
                                          David N. Pierce,
                                    Attorney-in Fact