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                                                                   EXHIBIT 99.2

                              [FRONT SIDE OF PROXY]

                                      PROXY
                            AMERAC ENERGY CORPORATION

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS



     The undersigned appoints Jeffrey B. Robinson and Kenneth R. Peak, and
either of them, as proxies of the undersigned (the "Proxies"), with the power of
substitution, and authorizes the Proxies to represent and to vote at the Special
Meeting of Stockholders to be held on January 28, 1998, or any adjournment
thereof, all the shares of common stock, per value $0.05 per share, of Amerac
Energy Corporation held of record by the undersigned on December 26, 1997, as
designated below.

          1.   The approval of the merger, as contemplated by the Amended and
               Restated Agreement and Plan of Merger, pursuant to which a wholly
               owned subsidiary of Southern Mineral Corporation will merge with
               and into Amerac Energy Corporation, and Amerac Energy Corporation
               will become a wholly owned subsidiary of Southern Mineral
               Corporation.

               |_| FOR               |_| AGAINST          |_| ABSTAIN

          2.   The Proxies are authorized to vote in their best judgment upon
               such other business as may properly come before the Special
               Meeting.

               |_| FOR               |_| AGAINST          |_| ABSTAIN



                             [REVERSE SIDE OF PROXY]

     This Proxy, when properly executed, will be voted in the manner directed by
the undersigned. Please refer to the Joint Proxy Statement/Prospectus for a
discussion of each of these matters. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR THE PROPOSAL. As to any other matter, the Proxies shall vote in
accordance with their best judgment.

     Please sign exactly as your name appears on this Proxy Card. When signing
as attorney, executor, administrator, trustee, guardian or corporate, limited
liability company or partnership official, please give your full title as such
and the full name of the entity on behalf of whom you are signing.




   Dated:   
         ----------------------               -------------------------
                                              Signature of Stockholder 
                                                                              

                                              -------------------------
                                              Signature if held jointly

                                                                              




      PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING
                             THE ENCLOSED ENVELOPE.