<PAGE>   1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 1994
 
                                            REGISTRATION STATEMENT NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
                         PANHANDLE EASTERN CORPORATION
                 (EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER)
 
<TABLE>
<S>                                                        <C>
                   DELAWARE                                     74-2150460
         (STATE OR OTHER JURISDICTION                        (I.R.S. EMPLOYER
      OF INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)
</TABLE>
 
                             5400 WESTHEIMER COURT
                                 P.O. BOX 1642
                           HOUSTON, TEXAS 77251-1642
                                 (713) 627-5400
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                             ---------------------
 
                         PANHANDLE EASTERN CORPORATION
                         1994 LONG TERM INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)
                             ---------------------
                           ROBERT W. REED, SECRETARY
                         PANHANDLE EASTERN CORPORATION
        5400 WESTHEIMER COURT, P.O. BOX 1642, HOUSTON, TEXAS 77251-1642
                                 (713) 627-5400
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                             ---------------------
 
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                              <C>               <C>            <C>            <C>
- ------------------------------------------------------------------------------------------------
                                                      PROPOSED       PROPOSED
          TITLE OF EACH                AMOUNT          MAXIMUM        MAXIMUM       AMOUNT OF
       CLASS OF SECURITIES             TO BE       OFFERING PRICE    AGGREGATE    REGISTRATION
        TO BE REGISTERED           REGISTERED(1)      PER UNIT    OFFERING PRICE       FEE
- ------------------------------------------------------------------------------------------------
Common Stock, par value
  $1.00 per share................  3,000,000 shares    $22.25(2)  $66,750,000(2)     $23,018
- ------------------------------------------------------------------------------------------------
Participating Preferred Stock
  Purchase Rights(3).............  3,000,000 rights       (3)           (3)          $100(3)
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Plus an indeterminate number of shares of Common Stock and associated
    Purchase Rights which may be issued as a result of any stock dividend, stock
    split or other recapitalization.
 
(2) Estimated solely for the purpose of determining the registration fee in
    accordance with Rule 457(c) under the Securities Act of 1933, as amended,
    based on the average of the high and low prices of the Common Stock as
    reported on The New York Stock Exchange, Inc. Composite Transactions
    Reporting System on August 12, 1994.
 
(3) Purchase Rights are evidenced by certificates for shares of the Common Stock
    and automatically trade with such Common Stock. Value attributable to such
    Purchase Rights, if any, is reflected in the market price of the Common
    Stock. Fee paid represents the minimum statutory fee pursuant to Section
    6(b) of the Securities Act of 1933, as amended.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     This Registration Statement incorporates herein by reference the following
documents which have been filed with the Securities and Exchange Commission (the
"Commission") by Panhandle Eastern Corporation (the "Company") pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act") (File No. 1-8157):
 
          1. The Company's Annual Report on Form 10-K for the year ended
     December 31, 1993.
 
          2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
     March 31 and June 30, 1994.
 
          3. The Company's Current Report on Form 8-K dated January 21, 1994.
 
     All other documents hereinafter filed by the Company pursuant to Sections
13, 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 herein by reference in
this Registration Statement and to be a part hereof from the date of filing of
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 other 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.
 
     The consolidated financial statements and schedules of Panhandle Eastern
Corporation and Subsidiaries as of December 31, 1993 and 1992 and for each of
the years in the three-year period ended December 31, 1993, have been
incorporated by reference herein in reliance upon the reports of KPMG Peat
Marwick, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing. The report of KPMG Peat Marwick refers to changes in the method of
accounting for income taxes and postretirement benefits other than pensions.
 
ITEM 4. DESCRIPTION OF CAPITAL STOCK
 
     At June 30, 1994, the authorized capital stock of the Company consisted of
300,000,000 shares of Common Stock, of which 120,519,730 shares were
outstanding. At that date, 3,000,000 shares were reserved for issuance under the
1994 Long-Term Incentive Plan, 2,201,753 shares of Common Stock were reserved
for issuance under the Dividend Reinvestment and Stock Purchase Plan, 398,717
shares were reserved for issuance under the 1977 Non-Qualified Stock Option
Plan, 1,253,144 shares were reserved for issuance under the 1982 Key Employee
Stock Option Plan, 200,000 shares were reserved for issuance under the 1989
Nonemployee Directors Stock Option Plan, 2,111,420 shares were reserved for
issuance under the 1990 Long Term Incentive Plan, 296,850 shares were reserved
for issuance under the Special Recognition Bonus Plan, 2,039,684 shares were
reserved for issuance under the Employees' Savings Plan, and 34,430 shares were
reserved for issuance under the Employees' Stock Ownership Plan.
 
     At June 30, 1994, the Company also had authorized 3,000,000 shares of
Preferred Stock, par value $1.00 per share ("Preferred Stock"). At June 30,
1994, no Preferred Stock was outstanding.
 
     The following statements constitute brief summaries of certain provisions
of the Company's Restated Certificate of Incorporation, By-Laws and other
documents, all of which are listed as exhibits to this Registration Statement
and are incorporated herein by reference. Such summaries do not purport to be
complete and are qualified in their entirety by reference to the above
documents.
 
                                        1
<PAGE>   3
 
COMMON STOCK
 
     General. Each share of Common Stock has one vote on all matters on which
stockholders are entitled or permitted to vote, including the election or
removal of directors. Holders of the Common Stock have no redemption or
conversion rights, participate ratably in any distribution of assets to
stockholders in liquidation, subject to the preferential rights of holders of
Preferred Stock, and have no preemptive or other subscription rights. Cumulative
voting is not permitted in the election of directors. Holders of the Common
Stock are entitled to receive such dividends as may be declared by the Company's
Board of Directors ("Board") out of funds legally available therefor, subject to
the preferential rights of the holders of Preferred Stock. All outstanding
shares of Common Stock are, and the shares offered hereby will be, fully paid
and nonassessable. Continental Stock Transfer and Trust Company is Transfer
Agent and Registrar for the Company's Common Stock.
 
     Certain Provisions of the Restated Certificate of Incorporation and
By-Laws. The By-Laws of the Company provide that the Board shall consist of no
less than three members, divided into three classes, each class to have a
three-year term. The three-year terms of office of the directors shall expire at
successive annual meetings of stockholders, so that one class is elected each
year. Under the Company's Restated Certificate of Incorporation, the By-Laws of
the Company may only be amended or repealed by (a) resolution adopted by a
majority of the Board or (b) at any annual or special meeting of stockholders by
the affirmative vote of the holders of not less than 75 percent of the
outstanding shares of capital stock of the Company at the time entitled to vote
generally in the election of directors ("Voting Stock").
 
     The Company's Restated Certificate of Incorporation also requires that
certain "Business Transactions," including mergers, consolidations and sales of
a substantial amount of assets, between the Company and a "Related Person"
(e.g., any person who is the beneficial owner of more than ten percent of the
voting power of the Company) be approved by the affirmative vote of the holders
of at least 80 percent of the outstanding Voting Stock unless (a) the
transaction is approved by two-thirds ( 2/3) of the "Continuing Directors" of
the Company (generally, the members of the Board as constituted prior to the
time such Related Person became a Related Person, with such additional persons
as such members shall appoint or nominate for election by the stockholders), or
(b) the transaction is a merger or consolidation in which stockholders of the
Company will receive at least a certain minimum price for their shares (based on
the highest price paid by the Related Person in specified instances) and certain
other conditions are satisfied.
 
RESTRICTIONS ON DIVIDENDS
 
     At June 30, 1994, under the most restrictive covenant limiting the payment
of dividends by the Company, the consolidated stockholders' equity available for
payment of dividends was $736.1 million.
 
PREFERRED STOCK
 
     The Board, without further action by the stockholders, is authorized to
issue shares of Preferred Stock in one or more series and, with certain
limitations, to determine preferences as to dividends and in liquidation and
voting, conversion, redemption and other rights of each series. The Board could
issue a series or series of Preferred Stock with rights more favorable with
respect to dividends and liquidation than those held by the holders of the
Common Stock.
 
RIGHTS
 
     On March 11, 1986, the Board declared a dividend of one Participating
Preferred Stock Purchase Right ("Right") for each outstanding share of Common
Stock held of record on March 21, 1986 or issued thereafter and prior to the
date the Rights became exercisable. Until the Rights become exercisable, they
will be evidenced by certificates for shares of Common Stock and will
automatically trade with such Common Stock. If and when the Rights become
exercisable, Rights certificates will be distributed and the Rights will become
separately tradeable.
 
                                        2
<PAGE>   4
 
     Each Right entitles the holder thereof to purchase from the Company one
one-hundredth ( 1/100) of a share of a series of Preferred Stock designated as
Participating Preferred Stock, par value $1.00 per share, for a price of
$103.63, subject to certain anti-dilution adjustments. The Rights become
exercisable after the tenth day following the date on which a public
announcement is made that any Person (as defined in the Company's Restated
Certificate of Incorporation) has acquired Beneficial Ownership (as defined in
the Company's Restated Certificate of Incorporation) of 20 percent or more of
the Common Stock or the date on which a Person commences or makes a public
announcement of its intent to commence a tender or exchange offer to acquire
(when added to shares already Beneficially Owned by such Person) 30 percent or
more of the Common Stock. The Rights expire on the earlier of (i) March 1, 1996,
or if later, the third anniversary of the date on which the Rights became
exercisable or (ii) the date on which the Rights are redeemed. The Company is
entitled to redeem the Rights at any time prior to the tenth day after a public
announcement that a Person has acquired 20 percent or more of the Common Stock
at a redemption price of $0.415 per Right. The Company may also redeem the
Rights within two years after such date in connection with an acquisition of the
Company by a Person other than a Person Beneficially Owning 20 percent or more
of the Common Stock (an "Acquiring Person") if such acquisition is approved by a
majority of the shares of Common Stock (excluding shares owned by an Acquiring
Person).
 
     Prior to expiration of the Rights, with certain exceptions, the Company may
not (a) consolidate with or merge with or into any other Person (other than a
wholly-owned subsidiary of the Company) or have any other Person (other than a
wholly-owned subsidiary of the Company) consolidate with or merge with or into
the Company if, in connection therewith, all or part of the Common Stock of the
Company is changed in any way or is converted into or exchanged for stock or
other securities or cash or other property, (b) sell or otherwise transfer (or
allow one or more of its subsidiaries to sell or otherwise transfer) assets (i)
aggregating more than 50 percent of the assets (measured by book value), (ii)
aggregating more than 50 percent of the assets (measured by fair market value)
or (iii) generating more than 50 percent of the operating income or cash flow of
the Company and its subsidiaries (taken as a whole) to any other Person (other
than the Company or a wholly-owned subsidiary of the Company) or to two or more
such Persons which are affiliated, (c) engage in certain transactions with
Acquiring Persons, or (d) permit certain other events to occur at such time as
there shall be an Acquiring Person, unless in any such case provision is made so
that each holder of a Right shall thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, a number of
shares of publicly traded common stock of the Acquiring Person or the Person
engaging in the transaction (or an affiliate or associate thereof) which at the
time of such transaction would have a market value equal to twice the then
current exercise price of the Right. The terms of the Rights may be amended by
the Company in any manner which does not adversely affect the holders thereof.
 
     Holders of the Rights have no right to vote or to receive dividends.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     Not Applicable.
 
ITEM 6. INDEMNIFICATION
 
     Section 145 of the Delaware General Corporation Law provides that every
corporation shall have the power to indemnify officers and directors against
certain liabilities. The By-Laws of the Company provide that it shall indemnify
any director, advisory director, officer or employee of the Company against
certain liabilities, which include liabilities under the Securities Act of 1933,
as amended ("Securities Act").
 
     The Company also maintains insurance for officers and directors against
certain liabilities, including liabilities under the Securities Act, under
insurance policies, the premiums for which are paid by the Company. The effect
of these is to indemnify any officer or director of the Company against
expenses, judgments, fines, attorney's fees, and other amounts paid in
settlements incurred by an officer or director upon a determination that such
person acted in good faith.
 
                                        3
<PAGE>   5
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not Applicable.
 
ITEM 8. EXHIBITS
 
     Exhibits not incorporated by reference to a prior filing are designated by
an asterisk (*) and are filed herewith; all exhibits not so designated are
incorporated herein by reference to a prior filing as indicated.
 
<TABLE>
<CAPTION>
EXHIBIT                                                                                   FILE
NUMBER                  DESCRIPTION                     ORIGINALLY FILED AS EXHIBIT      NUMBER
- ------- --------------------------------------------   ------------------------------   ---------
<S>     <C>                                            <C>                              <C>
  4.1   -- Restated Certificate of Incorporation of    3.1 to Form S-3 of PEC, dated    33-34886
           Panhandle Eastern Corporation                 May 14, 1990
  4.2   -- By-Laws of Panhandle Eastern Corporation,   19(a) to Form 10-Q of PEC for    1-8157
           effective July 8, 1986                        quarter ended September 30,
                                                         1986
  4.3   -- Rights Agreement, dated March 11, 1986,     1 to Form 8-A of PEC, dated      1-8157
           between Panhandle Eastern Corporation and     March 12, 1986
           First City National Bank of Houston
  4.4   -- Amendment to Rights Agreement, dated May    4.1 to Form 8-K of PEC dated     1-8157
           6, 1993, among Panhandle Eastern              May 28, 1993
           Corporation, Texas Commerce Bank National
           Association (as successor to First City
           National Bank of Houston), and
           Continental Stock Transfer & Trust
           Company
  4.5   -- Credit Agreement, dated as of August 1,     4.2 to Form 8-K of Texas         1-4456
           1992, among Panhandle Eastern Pipe Line       Eastern Transmission
           Company, the lenders named therein and        Corporation dated October 5,
           Chemical Bank, as Agent (including            1992
           Guarantee of Panhandle Eastern
           Corporation)
  4.6   -- Credit Agreement, dated as of August 1,     4.1 to Form 8-K of Texas         1-4456
           1992, among Texas Eastern Transmission        Eastern Transmission
           Corporation, the lenders named therein        Corporation dated October 5,
           and Chemical Bank, as Agent (including        1992
           Guarantee of Panhandle Eastern
           Corporation)
  4.7   -- First Amendment, dated as of August 1,      4.1 to Form 10-Q of PEC dated    1-8157
           1993, to the Guarantees by Panhandle          September 30, 1993
           Eastern Corporation in favor of Chemical
           Bank, included as parts of Exhibits 4.5
           and 4.6
 *5.1   -- Opinion of Sullivan & Cromwell
*23.1   -- Consent of Sullivan & Cromwell (included
           in Exhibit 5.1)
*23.2   -- Consent of KPMG Peat Marwick, Independent
           Certified Public Accountants
*24.1   -- Powers of Attorney
*24.2   -- Certified Board of Directors Resolutions
 99     -- Panhandle Eastern Corporation 1994 Long     10.18 to Form 10-K of PEC for    1-8157
           Term Incentive Plan                           year ended December 31, 1993
</TABLE>
 
                                        4
<PAGE>   6
 
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;
 
             (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;
 
             (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the registration statement is on Form S-3 or Form S-8, and 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, 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 thereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 the 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 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the 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 Securities Act and will be
governed by the final adjudication of such issue.
 
                                        5
<PAGE>   7
 
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, 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 HOUSTON AND STATE OF TEXAS ON THE 17TH DAY OF AUGUST,
1994.
 
                                          PANHANDLE EASTERN CORPORATION*
 
                                          By          ROBERT W. REED
 
                                            ------------------------------------
                                                (Robert W. Reed, Secretary)
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THEIR
CAPACITIES AND ON THE DATES INDICATED:
 
<TABLE>
<CAPTION>
                       SIGNATURE                              TITLE                  DATE
        ----------------------------------------   ----------------------------   -------------
<S>     <C>                                        <C>                            <C>
(i)          Principal executive officer:*

                   DENNIS R. HENDRIX               Chairman and Chief Executive   August 17, 1994
        ----------------------------------------     Officer
                  (Dennis R. Hendrix)

(ii)         Principal financial officer:*

                      J. B. HIPPLE                 Senior Vice President and
        ----------------------------------------     Chief Financial Officer
                     (J. B. Hipple)

(iii)        Principal accounting officer:*

                    SANDRA P. MEYER                Controller
        ----------------------------------------
                   (Sandra P. Meyer)

(iv)              Board of Directors:*

                    PAUL M. ANDERSON
        ----------------------------------------
                   (Paul M. Anderson)
                     MILTON CARROLL
        ----------------------------------------
                    (Milton Carroll)
                      ROBERT CIZIK
        ----------------------------------------
                     (Robert Cizik)
                 CHARLES W. DUNCAN, JR.
        ----------------------------------------
                (Charles W. Duncan, Jr.)
                    HARRY E. EKBLOM
        ----------------------------------------
                   (Harry E. Ekblom)
                    WILLIAM T. ESREY
        ----------------------------------------
                   (William T. Esrey)
                    ANN MAYNARD GRAY
        ----------------------------------------
                   (Ann Maynard Gray)
</TABLE>
 
                                        6
<PAGE>   8
 
<TABLE>
<CAPTION>
                       SIGNATURE                              TITLE                  DATE
        ----------------------------------------   ----------------------------  -------------
<S>     <C>                                        <C>                            <C>
                   DENNIS R. HENDRIX                                              
        ----------------------------------------
                  (Dennis R. Hendrix)
                     HAROLD S. HOOK
        ----------------------------------------
                    (Harold S. Hook)
                  LEO E. LINBECK, JR.
        ----------------------------------------
                 (Leo E. Linbeck, Jr.)
                   GEORGE L. MAZANEC
        ----------------------------------------
                  (George L. Mazanec)
                   RALPH S. O'CONNOR
        ----------------------------------------
                  (Ralph S. O'Connor)
- ---------------
* Signed on behalf of the registrant and each of these persons:

          By            ROBERT W. REED                                            August 17, 1994
- ------------------------------------------------
       (Robert W. Reed, Attorney-in-Fact)
</TABLE>
 
                                        7
<PAGE>   9
                                EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                                                                   FILE
NUMBER                  DESCRIPTION                     ORIGINALLY FILED AS EXHIBIT      NUMBER
- ------- --------------------------------------------   ------------------------------   ---------
<S>     <C>                                            <C>                              <C>
  4.1   -- Restated Certificate of Incorporation of    3.1 to Form S-3 of PEC, dated    33-34886
           Panhandle Eastern Corporation                 May 14, 1990
  4.2   -- By-Laws of Panhandle Eastern Corporation,   19(a) to Form 10-Q of PEC for    1-8157
           effective July 8, 1986                        quarter ended September 30,
                                                         1986
  4.3   -- Rights Agreement, dated March 11, 1986,     1 to Form 8-A of PEC, dated      1-8157
           between Panhandle Eastern Corporation and     March 12, 1986
           First City National Bank of Houston
  4.4   -- Amendment to Rights Agreement, dated May    4.1 to Form 8-K of PEC dated     1-8157
           6, 1993, among Panhandle Eastern              May 28, 1993
           Corporation, Texas Commerce Bank National
           Association (as successor to First City
           National Bank of Houston), and
           Continental Stock Transfer & Trust
           Company
  4.5   -- Credit Agreement, dated as of August 1,     4.2 to Form 8-K of Texas         1-4456
           1992, among Panhandle Eastern Pipe Line       Eastern Transmission
           Company, the lenders named therein and        Corporation dated October 5,
           Chemical Bank, as Agent (including            1992
           Guarantee of Panhandle Eastern
           Corporation)
  4.6   -- Credit Agreement, dated as of August 1,     4.1 to Form 8-K of Texas         1-4456
           1992, among Texas Eastern Transmission        Eastern Transmission
           Corporation, the lenders named therein        Corporation dated October 5,
           and Chemical Bank, as Agent (including        1992
           Guarantee of Panhandle Eastern
           Corporation)
  4.7   -- First Amendment, dated as of August 1,      4.1 to Form 10-Q of PEC dated    1-8157
           1993, to the Guarantees by Panhandle          September 30, 1993
           Eastern Corporation in favor of Chemical
           Bank, included as parts of Exhibits 4.5
           and 4.6
 *5.1   -- Opinion of Sullivan & Cromwell
*23.1   -- Consent of Sullivan & Cromwell (included
           in Exhibit 5.1)
*23.2   -- Consent of KPMG Peat Marwick, Independent
           Certified Public Accountants
*24.1   -- Powers of Attorney
*24.2   -- Certified Board of Directors Resolutions
 99     -- Panhandle Eastern Corporation 1994 Long     10.18 to Form 10-K of PEC for    1-8157
           Term Incentive Plan                           year ended December 31, 1993
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "PANHANDLE EASTERN CORPORATION S-8", "secsgml_size_bytes": 31714}]
{"company-data": {"conformed-name": "PANHANDLE EASTERN CORP /DE/", "cik": "0000351696", "assigned-sic": "4922", "irs-number": "742150460", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55119", "film-number": "94544829"}, "business-address": {"street1": "5400 WESTHEIMER CT", "street2": "P O BOX 1642", "city": "HOUSTON", "state": "TX", "zip": "77251", "phone": "7136275400"}, "mail-address": {"street1": "P.O. BOX 1642", "city": "HOUSTON", "state": "TX", "zip": "77251-1642"}}
1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 1994
 
                                            REGISTRATION STATEMENT NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
                         PANHANDLE EASTERN CORPORATION
                 (EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER)
DELAWARE                                     74-2150460
         (STATE OR OTHER JURISDICTION                        (I.R.S. EMPLOYER
      OF INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)
5400 WESTHEIMER COURT
                                 P.O. BOX 1642
                           HOUSTON, TEXAS 77251-1642
                                 (713) 627-5400
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                             ---------------------
 
                         PANHANDLE EASTERN CORPORATION
                         1994 LONG TERM INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)
                             ---------------------
                           ROBERT W. REED, SECRETARY
                         PANHANDLE EASTERN CORPORATION
        5400 WESTHEIMER COURT, P.O. BOX 1642, HOUSTON, TEXAS 77251-1642
                                 (713) 627-5400
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                             ---------------------
 
                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
                                                      PROPOSED       PROPOSED
          TITLE OF EACH                AMOUNT          MAXIMUM        MAXIMUM       AMOUNT OF
       CLASS OF SECURITIES             TO BE       OFFERING PRICE    AGGREGATE    REGISTRATION
        TO BE REGISTERED           REGISTERED(1)      PER UNIT    OFFERING PRICE       FEE
- ------------------------------------------------------------------------------------------------
Common Stock, par value
  $1.00 per share................  3,000,000 shares    $22.25(2)  $66,750,000(2)     $23,018
- ------------------------------------------------------------------------------------------------
Participating Preferred Stock
  Purchase Rights(3).............  3,000,000 rights       (3)           (3)          $100(3)
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
(1) Plus an indeterminate number of shares of Common Stock and associated
    Purchase Rights which may be issued as a result of any stock dividend, stock
    split or other recapitalization.
 
(2) Estimated solely for the purpose of determining the registration fee in
    accordance with Rule 457(c) under the Securities Act of 1933, as amended,
    based on the average of the high and low prices of the Common Stock as
    reported on The New York Stock Exchange, Inc. Composite Transactions
    Reporting System on August 12, 1994.
 
(3) Purchase Rights are evidenced by certificates for shares of the Common Stock
    and automatically trade with such Common Stock. Value attributable to such
    Purchase Rights, if any, is reflected in the market price of the Common
    Stock. Fee paid represents the minimum statutory fee pursuant to Section
    6(b) of the Securities Act of 1933, as amended.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     This Registration Statement incorporates herein by reference the following
documents which have been filed with the Securities and Exchange Commission (the
"Commission") by Panhandle Eastern Corporation (the "Company") pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act") (File No. 1-8157):
 
          1. The Company's Annual Report on Form 10-K for the year ended
     December 31, 1993.
 
          2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
     March 31 and June 30, 1994.
 
          3. The Company's Current Report on Form 8-K dated January 21, 1994.
 
     All other documents hereinafter filed by the Company pursuant to Sections
13, 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 herein by reference in
this Registration Statement and to be a part hereof from the date of filing of
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 other 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.
 
     The consolidated financial statements and schedules of Panhandle Eastern
Corporation and Subsidiaries as of December 31, 1993 and 1992 and for each of
the years in the three-year period ended December 31, 1993, have been
incorporated by reference herein in reliance upon the reports of KPMG Peat
Marwick, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing. The report of KPMG Peat Marwick refers to changes in the method of
accounting for income taxes and postretirement benefits other than pensions.
 
ITEM 4. DESCRIPTION OF CAPITAL STOCK
 
     At June 30, 1994, the authorized capital stock of the Company consisted of
300,000,000 shares of Common Stock, of which 120,519,730 shares were
outstanding. At that date, 3,000,000 shares were reserved for issuance under the
1994 Long-Term Incentive Plan, 2,201,753 shares of Common Stock were reserved
for issuance under the Dividend Reinvestment and Stock Purchase Plan, 398,717
shares were reserved for issuance under the 1977 Non-Qualified Stock Option
Plan, 1,253,144 shares were reserved for issuance under the 1982 Key Employee
Stock Option Plan, 200,000 shares were reserved for issuance under the 1989
Nonemployee Directors Stock Option Plan, 2,111,420 shares were reserved for
issuance under the 1990 Long Term Incentive Plan, 296,850 shares were reserved
for issuance under the Special Recognition Bonus Plan, 2,039,684 shares were
reserved for issuance under the Employees' Savings Plan, and 34,430 shares were
reserved for issuance under the Employees' Stock Ownership Plan.
 
     At June 30, 1994, the Company also had authorized 3,000,000 shares of
Preferred Stock, par value $1.00 per share ("Preferred Stock"). At June 30,
1994, no Preferred Stock was outstanding.
 
     The following statements constitute brief summaries of certain provisions
of the Company's Restated Certificate of Incorporation, By-Laws and other
documents, all of which are listed as exhibits to this Registration Statement
and are incorporated herein by reference. Such summaries do not purport to be
complete and are qualified in their entirety by reference to the above
documents.
 
                                        1
3
 
COMMON STOCK
 
     General. Each share of Common Stock has one vote on all matters on which
stockholders are entitled or permitted to vote, including the election or
removal of directors. Holders of the Common Stock have no redemption or
conversion rights, participate ratably in any distribution of assets to
stockholders in liquidation, subject to the preferential rights of holders of
Preferred Stock, and have no preemptive or other subscription rights. Cumulative
voting is not permitted in the election of directors. Holders of the Common
Stock are entitled to receive such dividends as may be declared by the Company's
Board of Directors ("Board") out of funds legally available therefor, subject to
the preferential rights of the holders of Preferred Stock. All outstanding
shares of Common Stock are, and the shares offered hereby will be, fully paid
and nonassessable. Continental Stock Transfer and Trust Company is Transfer
Agent and Registrar for the Company's Common Stock.
 
     Certain Provisions of the Restated Certificate of Incorporation and
By-Laws. The By-Laws of the Company provide that the Board shall consist of no
less than three members, divided into three classes, each class to have a
three-year term. The three-year terms of office of the directors shall expire at
successive annual meetings of stockholders, so that one class is elected each
year. Under the Company's Restated Certificate of Incorporation, the By-Laws of
the Company may only be amended or repealed by (a) resolution adopted by a
majority of the Board or (b) at any annual or special meeting of stockholders by
the affirmative vote of the holders of not less than 75 percent of the
outstanding shares of capital stock of the Company at the time entitled to vote
generally in the election of directors ("Voting Stock").
 
     The Company's Restated Certificate of Incorporation also requires that
certain "Business Transactions," including mergers, consolidations and sales of
a substantial amount of assets, between the Company and a "Related Person"
(e.g., any person who is the beneficial owner of more than ten percent of the
voting power of the Company) be approved by the affirmative vote of the holders
of at least 80 percent of the outstanding Voting Stock unless (a) the
transaction is approved by two-thirds ( 2/3) of the "Continuing Directors" of
the Company (generally, the members of the Board as constituted prior to the
time such Related Person became a Related Person, with such additional persons
as such members shall appoint or nominate for election by the stockholders), or
(b) the transaction is a merger or consolidation in which stockholders of the
Company will receive at least a certain minimum price for their shares (based on
the highest price paid by the Related Person in specified instances) and certain
other conditions are satisfied.
 
RESTRICTIONS ON DIVIDENDS
 
     At June 30, 1994, under the most restrictive covenant limiting the payment
of dividends by the Company, the consolidated stockholders' equity available for
payment of dividends was $736.1 million.
 
PREFERRED STOCK
 
     The Board, without further action by the stockholders, is authorized to
issue shares of Preferred Stock in one or more series and, with certain
limitations, to determine preferences as to dividends and in liquidation and
voting, conversion, redemption and other rights of each series. The Board could
issue a series or series of Preferred Stock with rights more favorable with
respect to dividends and liquidation than those held by the holders of the
Common Stock.
 
RIGHTS
 
     On March 11, 1986, the Board declared a dividend of one Participating
Preferred Stock Purchase Right ("Right") for each outstanding share of Common
Stock held of record on March 21, 1986 or issued thereafter and prior to the
date the Rights became exercisable. Until the Rights become exercisable, they
will be evidenced by certificates for shares of Common Stock and will
automatically trade with such Common Stock. If and when the Rights become
exercisable, Rights certificates will be distributed and the Rights will become
separately tradeable.
 
                                        2
4
 
     Each Right entitles the holder thereof to purchase from the Company one
one-hundredth ( 1/100) of a share of a series of Preferred Stock designated as
Participating Preferred Stock, par value $1.00 per share, for a price of
$103.63, subject to certain anti-dilution adjustments. The Rights become
exercisable after the tenth day following the date on which a public
announcement is made that any Person (as defined in the Company's Restated
Certificate of Incorporation) has acquired Beneficial Ownership (as defined in
the Company's Restated Certificate of Incorporation) of 20 percent or more of
the Common Stock or the date on which a Person commences or makes a public
announcement of its intent to commence a tender or exchange offer to acquire
(when added to shares already Beneficially Owned by such Person) 30 percent or
more of the Common Stock. The Rights expire on the earlier of (i) March 1, 1996,
or if later, the third anniversary of the date on which the Rights became
exercisable or (ii) the date on which the Rights are redeemed. The Company is
entitled to redeem the Rights at any time prior to the tenth day after a public
announcement that a Person has acquired 20 percent or more of the Common Stock
at a redemption price of $0.415 per Right. The Company may also redeem the
Rights within two years after such date in connection with an acquisition of the
Company by a Person other than a Person Beneficially Owning 20 percent or more
of the Common Stock (an "Acquiring Person") if such acquisition is approved by a
majority of the shares of Common Stock (excluding shares owned by an Acquiring
Person).
 
     Prior to expiration of the Rights, with certain exceptions, the Company may
not (a) consolidate with or merge with or into any other Person (other than a
wholly-owned subsidiary of the Company) or have any other Person (other than a
wholly-owned subsidiary of the Company) consolidate with or merge with or into
the Company if, in connection therewith, all or part of the Common Stock of the
Company is changed in any way or is converted into or exchanged for stock or
other securities or cash or other property, (b) sell or otherwise transfer (or
allow one or more of its subsidiaries to sell or otherwise transfer) assets (i)
aggregating more than 50 percent of the assets (measured by book value), (ii)
aggregating more than 50 percent of the assets (measured by fair market value)
or (iii) generating more than 50 percent of the operating income or cash flow of
the Company and its subsidiaries (taken as a whole) to any other Person (other
than the Company or a wholly-owned subsidiary of the Company) or to two or more
such Persons which are affiliated, (c) engage in certain transactions with
Acquiring Persons, or (d) permit certain other events to occur at such time as
there shall be an Acquiring Person, unless in any such case provision is made so
that each holder of a Right shall thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, a number of
shares of publicly traded common stock of the Acquiring Person or the Person
engaging in the transaction (or an affiliate or associate thereof) which at the
time of such transaction would have a market value equal to twice the then
current exercise price of the Right. The terms of the Rights may be amended by
the Company in any manner which does not adversely affect the holders thereof.
 
     Holders of the Rights have no right to vote or to receive dividends.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     Not Applicable.
 
ITEM 6. INDEMNIFICATION
 
     Section 145 of the Delaware General Corporation Law provides that every
corporation shall have the power to indemnify officers and directors against
certain liabilities. The By-Laws of the Company provide that it shall indemnify
any director, advisory director, officer or employee of the Company against
certain liabilities, which include liabilities under the Securities Act of 1933,
as amended ("Securities Act").
 
     The Company also maintains insurance for officers and directors against
certain liabilities, including liabilities under the Securities Act, under
insurance policies, the premiums for which are paid by the Company. The effect
of these is to indemnify any officer or director of the Company against
expenses, judgments, fines, attorney's fees, and other amounts paid in
settlements incurred by an officer or director upon a determination that such
person acted in good faith.
 
                                        3
5
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not Applicable.
 
ITEM 8. EXHIBITS
 
     Exhibits not incorporated by reference to a prior filing are designated by
an asterisk (*) and are filed herewith; all exhibits not so designated are
incorporated herein by reference to a prior filing as indicated.
EXHIBIT                                                                                   FILE
NUMBER                  DESCRIPTION                     ORIGINALLY FILED AS EXHIBIT      NUMBER
- ------- --------------------------------------------   ------------------------------   ---------
4.1   -- Restated Certificate of Incorporation of    3.1 to Form S-3 of PEC, dated    33-34886
           Panhandle Eastern Corporation                 May 14, 1990
  4.2   -- By-Laws of Panhandle Eastern Corporation,   19(a) to Form 10-Q of PEC for    1-8157
           effective July 8, 1986                        quarter ended September 30,
                                                         1986
  4.3   -- Rights Agreement, dated March 11, 1986,     1 to Form 8-A of PEC, dated      1-8157
           between Panhandle Eastern Corporation and     March 12, 1986
           First City National Bank of Houston
  4.4   -- Amendment to Rights Agreement, dated May    4.1 to Form 8-K of PEC dated     1-8157
           6, 1993, among Panhandle Eastern              May 28, 1993
           Corporation, Texas Commerce Bank National
           Association (as successor to First City
           National Bank of Houston), and
           Continental Stock Transfer & Trust
           Company
  4.5   -- Credit Agreement, dated as of August 1,     4.2 to Form 8-K of Texas         1-4456
           1992, among Panhandle Eastern Pipe Line       Eastern Transmission
           Company, the lenders named therein and        Corporation dated October 5,
           Chemical Bank, as Agent (including            1992
           Guarantee of Panhandle Eastern
           Corporation)
  4.6   -- Credit Agreement, dated as of August 1,     4.1 to Form 8-K of Texas         1-4456
           1992, among Texas Eastern Transmission        Eastern Transmission
           Corporation, the lenders named therein        Corporation dated October 5,
           and Chemical Bank, as Agent (including        1992
           Guarantee of Panhandle Eastern
           Corporation)
  4.7   -- First Amendment, dated as of August 1,      4.1 to Form 10-Q of PEC dated    1-8157
           1993, to the Guarantees by Panhandle          September 30, 1993
           Eastern Corporation in favor of Chemical
           Bank, included as parts of Exhibits 4.5
           and 4.6
 *5.1   -- Opinion of Sullivan & Cromwell
*23.1   -- Consent of Sullivan & Cromwell (included
           in Exhibit 5.1)
*23.2   -- Consent of KPMG Peat Marwick, Independent
           Certified Public Accountants
*24.1   -- Powers of Attorney
*24.2   -- Certified Board of Directors Resolutions
 99     -- Panhandle Eastern Corporation 1994 Long     10.18 to Form 10-K of PEC for    1-8157
           Term Incentive Plan                           year ended December 31, 1993
4
6
 
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;
 
             (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;
 
             (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the registration statement is on Form S-3 or Form S-8, and 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, 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 thereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 the 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 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted against the
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the 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 Securities Act and will be
governed by the final adjudication of such issue.
 
                                        5
7
 
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, 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 HOUSTON AND STATE OF TEXAS ON THE 17TH DAY OF AUGUST,
1994.
 
                                          PANHANDLE EASTERN CORPORATION*
 
                                          By          ROBERT W. REED
 
                                            ------------------------------------
                                                (Robert W. Reed, Secretary)
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THEIR
CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE                              TITLE                  DATE
        ----------------------------------------   ----------------------------   -------------
(i)          Principal executive officer:*

                   DENNIS R. HENDRIX               Chairman and Chief Executive   August 17, 1994
        ----------------------------------------     Officer
                  (Dennis R. Hendrix)

(ii)         Principal financial officer:*

                      J. B. HIPPLE                 Senior Vice President and
        ----------------------------------------     Chief Financial Officer
                     (J. B. Hipple)

(iii)        Principal accounting officer:*

                    SANDRA P. MEYER                Controller
        ----------------------------------------
                   (Sandra P. Meyer)

(iv)              Board of Directors:*

                    PAUL M. ANDERSON
        ----------------------------------------
                   (Paul M. Anderson)
                     MILTON CARROLL
        ----------------------------------------
                    (Milton Carroll)
                      ROBERT CIZIK
        ----------------------------------------
                     (Robert Cizik)
                 CHARLES W. DUNCAN, JR.
        ----------------------------------------
                (Charles W. Duncan, Jr.)
                    HARRY E. EKBLOM
        ----------------------------------------
                   (Harry E. Ekblom)
                    WILLIAM T. ESREY
        ----------------------------------------
                   (William T. Esrey)
                    ANN MAYNARD GRAY
        ----------------------------------------
                   (Ann Maynard Gray)
6
8
SIGNATURE                              TITLE                  DATE
        ----------------------------------------   ----------------------------  -------------
DENNIS R. HENDRIX                                              
        ----------------------------------------
                  (Dennis R. Hendrix)
                     HAROLD S. HOOK
        ----------------------------------------
                    (Harold S. Hook)
                  LEO E. LINBECK, JR.
        ----------------------------------------
                 (Leo E. Linbeck, Jr.)
                   GEORGE L. MAZANEC
        ----------------------------------------
                  (George L. Mazanec)
                   RALPH S. O'CONNOR
        ----------------------------------------
                  (Ralph S. O'Connor)
- ---------------
* Signed on behalf of the registrant and each of these persons:

          By            ROBERT W. REED                                            August 17, 1994
- ------------------------------------------------
       (Robert W. Reed, Attorney-in-Fact)
7
9
                                EXHIBIT INDEX
EXHIBIT                                                                                   FILE
NUMBER                  DESCRIPTION                     ORIGINALLY FILED AS EXHIBIT      NUMBER
- ------- --------------------------------------------   ------------------------------   ---------
4.1   -- Restated Certificate of Incorporation of    3.1 to Form S-3 of PEC, dated    33-34886
           Panhandle Eastern Corporation                 May 14, 1990
  4.2   -- By-Laws of Panhandle Eastern Corporation,   19(a) to Form 10-Q of PEC for    1-8157
           effective July 8, 1986                        quarter ended September 30,
                                                         1986
  4.3   -- Rights Agreement, dated March 11, 1986,     1 to Form 8-A of PEC, dated      1-8157
           between Panhandle Eastern Corporation and     March 12, 1986
           First City National Bank of Houston
  4.4   -- Amendment to Rights Agreement, dated May    4.1 to Form 8-K of PEC dated     1-8157
           6, 1993, among Panhandle Eastern              May 28, 1993
           Corporation, Texas Commerce Bank National
           Association (as successor to First City
           National Bank of Houston), and
           Continental Stock Transfer & Trust
           Company
  4.5   -- Credit Agreement, dated as of August 1,     4.2 to Form 8-K of Texas         1-4456
           1992, among Panhandle Eastern Pipe Line       Eastern Transmission
           Company, the lenders named therein and        Corporation dated October 5,
           Chemical Bank, as Agent (including            1992
           Guarantee of Panhandle Eastern
           Corporation)
  4.6   -- Credit Agreement, dated as of August 1,     4.1 to Form 8-K of Texas         1-4456
           1992, among Texas Eastern Transmission        Eastern Transmission
           Corporation, the lenders named therein        Corporation dated October 5,
           and Chemical Bank, as Agent (including        1992
           Guarantee of Panhandle Eastern
           Corporation)
  4.7   -- First Amendment, dated as of August 1,      4.1 to Form 10-Q of PEC dated    1-8157
           1993, to the Guarantees by Panhandle          September 30, 1993
           Eastern Corporation in favor of Chemical
           Bank, included as parts of Exhibits 4.5
           and 4.6
 *5.1   -- Opinion of Sullivan & Cromwell
*23.1   -- Consent of Sullivan & Cromwell (included
           in Exhibit 5.1)
*23.2   -- Consent of KPMG Peat Marwick, Independent
           Certified Public Accountants
*24.1   -- Powers of Attorney
*24.2   -- Certified Board of Directors Resolutions
 99     -- Panhandle Eastern Corporation 1994 Long     10.18 to Form 10-K of PEC for    1-8157
           Term Incentive Plan                           year ended December 31, 1993