<PAGE>   1

As filed with the Securities and Exchange Commission on April 26, 1996

                                            REGISTRATION STATEMENT NO. 33-
===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                                 PANENERGY CORP
                 (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)

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

                  TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN OF
                         PANHANDLE EASTERN CORPORATION
                          AND PARTICIPATING AFFILIATES
                            (Full title of the plan)

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

                           ROBERT W. REED, Secretary
                                 PanEnergy Corp
        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)

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

          Approximate date of commencement of proposed sale to public:
     From time to time after the Registration Statement becomes effective.

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================
                                                               Proposed          Proposed         
          Title of each                     Amount             maximum           maximum          Amount of
       class of securities                  to be            offering price       aggregate     registration      
       to be registered (1)              registered(2)         per unit       offering price        fee
- ----------------------------------------------------------------------------------------------------------------
 <S>                               <C>                         <C>            <C>                 <C>
 Common Stock, par value           1,000,000 shares            32 1/4(3)      $32,250,000(3)      $11,121.00
  $1.00 per share
================================================================================================================
</TABLE>
<PAGE>   2
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this Registration Statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the plan
         described herein.

(2)      Plus an indeterminate number of shares of Common Stock which may be
         issued as a result of any stock dividend, stock split or other
         recapitalization.

(3)      Estimated solely for the purpose of determining the registration fee
         in accordance with Rule 457(c) and Rule 457(h) 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 April 24, 1996.

===============================================================================
<PAGE>   3
                                    PART II

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 PanEnergy Corp ("PEC" or the "Company")
(formerly Panhandle Eastern Corporation) pursuant to the Securities Exchange
Act of 1934, as amended ("Exchange Act"):

              1.  The Company's Annual Report on Form l0-K for the year ended
          December 31, 1995. (File No. 1-8157).

              2.  The Annual Report on Form 11-K for the year ended December
          31, 1995 of the Tax Credit Employee Stock Ownership Plan of Panhandle
          Eastern Corporation and Participating Affiliates (the "Plan"). (File
          No. 1-8157).

          All other documents hereinafter filed by the Company and by the Plan
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 of PEC and Subsidiaries as of
December 31, 1995 and 1994 and for each of the years in the three-year period
ended December 31, 1995 and the financial statements of the Plan as of and for
the year ended December 31, 1995, both incorporated by reference herein have 
been incorporated herein in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, 
and upon the authority of said firm as experts in accounting and auditing.

Item 4. DESCRIPTION OF CAPITAL STOCK

          At March 31, 1996, the authorized capital stock of the Company
included 300,000,000 shares of Common Stock, par value $1.00 per share (the
"Common Stock"), of which 150,753,152 were outstanding. At that date 1,000,000
shares were reserved for the Plan described herein, 2,196,640 were
reserved for issuance under the Company's Dividend Reinvestment & Stock
Purchase Plan, 398,717 were reserved for issuance under the Company's 1977
Non-Qualified Stock
<PAGE>   4
Option Plan, 34,430 were reserved for issuance under the Company's Employees'
Stock Ownership Plan, 1,217,994 were reserved for issuance under the Company's
1982 Key Employee Stock Option Plan, 1,862,242 were reserved for issuance under
the Company's Employees' Savings Plan, 1,754,893 were reserved for issuance
under the Company's 1990 Long Term Incentive Plan, 292,470 were reserved for
issuance under the Company's Special Recognition Bonus Plan, 198,000 were
reserved for issuance under the Company's 1989 Nonemployee Directors Stock
Option Plan, 593,551 were reserved for issuance under the Associated Natural
Gas Equity Incentive Plan and 2,873,459 were reserved for issuance under
the Company's 1994 Long Term Incentive Plan.

          At March 31, 1996, the Company also had authorized 3,000,000 shares
of Preferred Stock, par value $1.00 per share ("Preferred Stock").  At March
31, 1996, 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.

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
Board of Directors (the "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 & 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 and to be as nearly equal in number of directors as possible.
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
<PAGE>   5
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 March 31, 1996, under the most restrictive covenant limiting the
payment of dividends by the Company, the consolidated stockholders' equity of
the Company available for the payment of dividends was $1,054,772,000.

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.

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, judgements, 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.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.
<PAGE>   6
Item 8.  EXHIBITS

         The following documents are filed as a part of this Registration
Statement or incorporated by referenced herein:

<TABLE>
<CAPTION>
EXHIBIT                                                                                                FILE
NUMBER                      DESCRIPTION                       ORIGINALLY FILED AS EXHIBIT             NUMBER
- ------                      -----------                       ---------------------------            -------
   <S>       <C>                                           <C>                                       <C>
     3.1     Amended and Restated Certificate of           3.01 to Form 10-K of PEC for year         1-8157
             Incorporation of Panhandle Eastern            ended December 31, 1995
             Corporation, including the Certificate
             of Elimination of the Participating
             Stock of Panhandle Eastern Corporation

     3.2     By-Laws of Panhandle Eastern                  19(a) to Form 10-Q of PEC for             1-8157
             Corporation, effective July 8, 1986           quarter ended September 30, 1986

   * 5.1     Opinion of Carl B. King

   *23.1     Consent of KPMG Peat Marwick LLP

   *23.2     Consent of Carl B. King
             (contained in Exhibit 5.1)

   *24       Powers of Attorney

   *99       Tax Credit Employee Stock Ownership
             Plan of Panhandle Eastern Corporation
             and Participating Affiliates

</TABLE>
- ------------- 
*Filed herewith

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
<PAGE>   7
         filed with the Commission 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 hereby 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.

         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.

         In reliance upon the requirements of this Form S-8, the Company has
not obtained an opinion of counsel concerning compliance with the requirements
of the Employee Retirement Insurance Security Act of 1974 or a determination
letter from the Internal Revenue Service (the "IRS") that the Plan is qualified
under Section 401 of the Internal Revenue Code of 1986. The undersigned Company
hereby undertakes to submit the Plan and, from time to time, any amendments
thereto, to the IRS in a timely manner and to make all changes required by the
IRS in order to qualify the Plan.
<PAGE>   8
                                   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 OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON AND STATE OF
TEXAS ON THE 26TH DAY  OF APRIL, 1996.

                                     PanEnergy Corp
                                        Registrant


                                     By /s/ Paul F. Ferguson, Jr.
                                        --------------------------------------
                                        (Paul F. Ferguson, Jr., Senior Vice
                                        President and Chief Financial Officer)

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THEIR CAPACITIES AND ON THE DATES INDICATED:

<TABLE>
<CAPTION>
                 Signature                                                   Title
                 ---------                                                   -----
<S>                                                         <C>
(i)  Principal executive officer:*

             PAUL M. ANDERSON                                 President and Chief Executive
- --------------------------------------------                      Officer                    
            (Paul M. Anderson)                                        

(ii)  Principal financial officer:*

             PAUL F. FERGUSON, JR.                            Senior Vice President and
- --------------------------------------------                      Chief Financial Officer                  
            (Paul F. Ferguson, Jr.)                                   

(iii)  Principal accounting officer:*

              SANDRA  P. MEYER                                Vice President and Controller
- --------------------------------------------
              (Sandra P. Meyer)

(iv)  Board of Directors:*

              DENNIS R. HENDRIX              
- --------------------------------------------
             (Dennis R. Hendrix)


              PAUL M. ANDERSON            
- --------------------------------------------
             (Paul M. Anderson)
</TABLE>
<PAGE>   9
              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)

              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 each of these persons.


By        /s/ Robert W. Reed                    
  ------------------------------------------
     (Robert W. Reed, Attorney-in-Fact)
<PAGE>   10
         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THE PLAN HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
HOUSTON, STATE OF TEXAS ON THE 26TH DAY OF APRIL, 1996.

                                        Tax Credit Employee Stock Ownership
                                        Plan of Panhandle Eastern Corporation 
                                        and Participating Affiliates


                                        By  /s/ Bruce A. Williamson
                                          -------------------------------------
                                           (Bruce A. Williamson, Chairman of
                                            Administrative Committee)

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

ALL OF THE MEMBERS OF THE ADMINISTRATIVE COMMITTEE*

         ERIK B. CARLSON

         H. D. CHURCH

         PAUL F. FERGUSON, JR.

         D. R. HENNIG

         P. J. HESTER

         THEOPOLIS HOLEMAN

         SANDRA P. MEYER

         BRUCE A. WILLIAMSON

- -------------
*  Signed on behalf of the Administrative Committee:

By     /s/ Robert W. Reed                                    
    -------------------------------------
       (Robert W. Reed, Attorney-in-Fact)
<PAGE>   11
EXHIBIT                                             
NUMBER                DESCRIPTION         
- ------                -----------   

   5.1     Opinion of Carl B. King

  23.1     Consent of KPMG Peat Marwick LLP

  23.2     Consent of Carl B. King
             (contained in Exhibit 5.1)

  24       Powers of Attorney

  99       Tax Credit Employee Stock Ownership
             Plan of Panhandle Eastern Corporation
             and Participating Affiliates
[{"type": "S-8", "sequence": "1", "description": "PANENERGY CORP", "secsgml_size_bytes": 25231}]
{"company-data": {"conformed-name": "PANHANDLE EASTERN CORP ET AL", "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": "333-02877", "film-number": "96551741"}, "business-address": {"street1": "5400 WESTHEIMER CT", "street2": "P O BOX 1642", "city": "HOUSTON", "state": "TX", "zip": "77251-1642", "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 April 26, 1996

                                            REGISTRATION STATEMENT NO. 33-
===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                                 PANENERGY CORP
                 (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)

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

                  TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN OF
                         PANHANDLE EASTERN CORPORATION
                          AND PARTICIPATING AFFILIATES
                            (Full title of the plan)

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

                           ROBERT W. REED, Secretary
                                 PanEnergy Corp
        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)

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

          Approximate date of commencement of proposed sale to public:
     From time to time after the Registration Statement becomes effective.

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

                        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 (1)              registered(2)         per unit       offering price        fee
- ----------------------------------------------------------------------------------------------------------------
Common Stock, par value           1,000,000 shares            32 1/4(3)      $32,250,000(3)      $11,121.00
  $1.00 per share
================================================================================================================
2
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this Registration Statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the plan
         described herein.

(2)      Plus an indeterminate number of shares of Common Stock which may be
         issued as a result of any stock dividend, stock split or other
         recapitalization.

(3)      Estimated solely for the purpose of determining the registration fee
         in accordance with Rule 457(c) and Rule 457(h) 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 April 24, 1996.

===============================================================================
3
                                    PART II

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 PanEnergy Corp ("PEC" or the "Company")
(formerly Panhandle Eastern Corporation) pursuant to the Securities Exchange
Act of 1934, as amended ("Exchange Act"):

              1.  The Company's Annual Report on Form l0-K for the year ended
          December 31, 1995. (File No. 1-8157).

              2.  The Annual Report on Form 11-K for the year ended December
          31, 1995 of the Tax Credit Employee Stock Ownership Plan of Panhandle
          Eastern Corporation and Participating Affiliates (the "Plan"). (File
          No. 1-8157).

          All other documents hereinafter filed by the Company and by the Plan
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 of PEC and Subsidiaries as of
December 31, 1995 and 1994 and for each of the years in the three-year period
ended December 31, 1995 and the financial statements of the Plan as of and for
the year ended December 31, 1995, both incorporated by reference herein have 
been incorporated herein in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, 
and upon the authority of said firm as experts in accounting and auditing.

Item 4. DESCRIPTION OF CAPITAL STOCK

          At March 31, 1996, the authorized capital stock of the Company
included 300,000,000 shares of Common Stock, par value $1.00 per share (the
"Common Stock"), of which 150,753,152 were outstanding. At that date 1,000,000
shares were reserved for the Plan described herein, 2,196,640 were
reserved for issuance under the Company's Dividend Reinvestment & Stock
Purchase Plan, 398,717 were reserved for issuance under the Company's 1977
Non-Qualified Stock
4
Option Plan, 34,430 were reserved for issuance under the Company's Employees'
Stock Ownership Plan, 1,217,994 were reserved for issuance under the Company's
1982 Key Employee Stock Option Plan, 1,862,242 were reserved for issuance under
the Company's Employees' Savings Plan, 1,754,893 were reserved for issuance
under the Company's 1990 Long Term Incentive Plan, 292,470 were reserved for
issuance under the Company's Special Recognition Bonus Plan, 198,000 were
reserved for issuance under the Company's 1989 Nonemployee Directors Stock
Option Plan, 593,551 were reserved for issuance under the Associated Natural
Gas Equity Incentive Plan and 2,873,459 were reserved for issuance under
the Company's 1994 Long Term Incentive Plan.

          At March 31, 1996, the Company also had authorized 3,000,000 shares
of Preferred Stock, par value $1.00 per share ("Preferred Stock").  At March
31, 1996, 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.

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
Board of Directors (the "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 & 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 and to be as nearly equal in number of directors as possible.
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
5
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 March 31, 1996, under the most restrictive covenant limiting the
payment of dividends by the Company, the consolidated stockholders' equity of
the Company available for the payment of dividends was $1,054,772,000.

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.

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, judgements, 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.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.
6
Item 8.  EXHIBITS

         The following documents are filed as a part of this Registration
Statement or incorporated by referenced herein:
EXHIBIT                                                                                                FILE
NUMBER                      DESCRIPTION                       ORIGINALLY FILED AS EXHIBIT             NUMBER
- ------                      -----------                       ---------------------------            -------
3.1     Amended and Restated Certificate of           3.01 to Form 10-K of PEC for year         1-8157
             Incorporation of Panhandle Eastern            ended December 31, 1995
             Corporation, including the Certificate
             of Elimination of the Participating
             Stock of Panhandle Eastern Corporation

     3.2     By-Laws of Panhandle Eastern                  19(a) to Form 10-Q of PEC for             1-8157
             Corporation, effective July 8, 1986           quarter ended September 30, 1986

   * 5.1     Opinion of Carl B. King

   *23.1     Consent of KPMG Peat Marwick LLP

   *23.2     Consent of Carl B. King
             (contained in Exhibit 5.1)

   *24       Powers of Attorney

   *99       Tax Credit Employee Stock Ownership
             Plan of Panhandle Eastern Corporation
             and Participating Affiliates
- ------------- 
*Filed herewith

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
7
         filed with the Commission 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 hereby 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.

         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.

         In reliance upon the requirements of this Form S-8, the Company has
not obtained an opinion of counsel concerning compliance with the requirements
of the Employee Retirement Insurance Security Act of 1974 or a determination
letter from the Internal Revenue Service (the "IRS") that the Plan is qualified
under Section 401 of the Internal Revenue Code of 1986. The undersigned Company
hereby undertakes to submit the Plan and, from time to time, any amendments
thereto, to the IRS in a timely manner and to make all changes required by the
IRS in order to qualify the Plan.
8
                                   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 OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON AND STATE OF
TEXAS ON THE 26TH DAY  OF APRIL, 1996.

                                     PanEnergy Corp
                                        Registrant

                                     By /s/ Paul F. Ferguson, Jr.
                                        --------------------------------------
                                        (Paul F. Ferguson, Jr., Senior Vice
                                        President and Chief Financial Officer)

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THEIR CAPACITIES AND ON THE DATES INDICATED:
Signature                                                   Title
                 ---------                                                   -----
(i)  Principal executive officer:*

             PAUL M. ANDERSON                                 President and Chief Executive
- --------------------------------------------                      Officer                    
            (Paul M. Anderson)                                        

(ii)  Principal financial officer:*

             PAUL F. FERGUSON, JR.                            Senior Vice President and
- --------------------------------------------                      Chief Financial Officer                  
            (Paul F. Ferguson, Jr.)                                   

(iii)  Principal accounting officer:*

              SANDRA  P. MEYER                                Vice President and Controller
- --------------------------------------------
              (Sandra P. Meyer)

(iv)  Board of Directors:*

              DENNIS R. HENDRIX              
- --------------------------------------------
             (Dennis R. Hendrix)

              PAUL M. ANDERSON            
- --------------------------------------------
             (Paul M. Anderson)
9
              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)

              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 each of these persons.

By        /s/ Robert W. Reed                    
  ------------------------------------------
     (Robert W. Reed, Attorney-in-Fact)
10
         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THE PLAN HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
HOUSTON, STATE OF TEXAS ON THE 26TH DAY OF APRIL, 1996.

                                        Tax Credit Employee Stock Ownership
                                        Plan of Panhandle Eastern Corporation 
                                        and Participating Affiliates

                                        By  /s/ Bruce A. Williamson
                                          -------------------------------------
                                           (Bruce A. Williamson, Chairman of
                                            Administrative Committee)

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

ALL OF THE MEMBERS OF THE ADMINISTRATIVE COMMITTEE*

         ERIK B. CARLSON

         H. D. CHURCH

         PAUL F. FERGUSON, JR.

         D. R. HENNIG

         P. J. HESTER

         THEOPOLIS HOLEMAN

         SANDRA P. MEYER

         BRUCE A. WILLIAMSON

- -------------
*  Signed on behalf of the Administrative Committee:

By     /s/ Robert W. Reed                                    
    -------------------------------------
       (Robert W. Reed, Attorney-in-Fact)
11
EXHIBIT                                             
NUMBER                DESCRIPTION         
- ------                -----------   

   5.1     Opinion of Carl B. King

  23.1     Consent of KPMG Peat Marwick LLP

  23.2     Consent of Carl B. King
             (contained in Exhibit 5.1)

  24       Powers of Attorney

  99       Tax Credit Employee Stock Ownership
             Plan of Panhandle Eastern Corporation
             and Participating Affiliates