<PAGE>   1


     As filed with the Securities and Exchange Commission on June 23, 1994

                                                     Registration No. 33-______ 
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                                      
                                  ------------

                                    FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               NORAM ENERGY CORP.
               (Exact name of registrant as specified in charter)

           DELAWARE                                            72-0120530
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                               1600 SMITH STREET
                                   11TH FLOOR
                             HOUSTON, TEXAS  77002
                                 (713) 654-5100
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                          1994 INCENTIVE EQUITY PLAN
                            (Full title of the plan)


                               HUBERT GENTRY, JR.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               NORAM ENERGY CORP.
                                   1600 SMITH
                             HOUSTON, TEXAS  77002
                                 (713) 654-5527
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                                                             
                                  ------------

                                   COPIES TO:
                            GERRY D. OSTERLAND, ESQ.
                           JONES, DAY, REAVIS & POGUE
                           2300 TRAMMELL CROW CENTER
                                2001 ROSS AVENUE
                              DALLAS, TEXAS  75201
                                 (214) 220-3939
                                                             
                                  ------------

                       CALCULATION  OF REGISTRATION  FEE


<TABLE>
<CAPTION>
=============================================================================================================================
                                             Amount                  Proposed                Proposed            Amount of
 Title of securities to                       to be               maximum offering       maximum aggregate      registration
   to be registered                        registered            price per share(1)      offering price(1)          fee(2)
=============================================================================================================================   
<S>                                     <C>                            <C>                 <C>                       <C>
Common Stock, $.625 par value
   per share . . . . . . . . . . . .     3,800,000 Shares              $6.00               $22,800,000               $7,863
============================================================================================================================= 
</TABLE>

(1)  Based upon the average of the high and low sales prices of the Common 
     Stock included in the New York Stock Exchange-Composite Transactions 
     report for June 17, 1994, as published by The Wall Street Journal.
(2)  Calculated pursuant to Rule 457 under the Securities Act of 1933, as
     amended.



<PAGE>   2

- -----------------------------------------------------------------------------
                              P R O S P E C T U S
- -----------------------------------------------------------------------------

                                 52,991  SHARES

                        N o r A m  E n e r g y  C o r p.

                                 Common  Stock

                                 _____________

         This Prospectus relates to 52,991 shares (the "Shares") of the Common
Stock, $.625 par value per share (the "Common Stock"), of NorAm Energy Corp. a
Delaware corporation (the "Company"), which may be sold from time to time by
the selling stockholder referred to herein (the "Selling Stockholder").  See
"Selling Stockholders."

         It is anticipated that the Selling Stockholder will offer for sale
some or all of the Shares at market prices prevailing at the time of sale on
the New York Stock Exchange.  The Company will not receive any proceeds from
the sale of the Shares.  All expenses of registration incurred in connection
with the offering of the Shares by the Selling Stockholder are being borne by
the Company, but all selling and other expenses incurred by the Selling
Stockholder will be borne by him.




  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
       THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                THIS PROSPECTUS.  ANY REPRESENTATION TO THE
                      CONTRARY IS A CRIMINAL OFFENSE.


                                 ______________


                 The date of this Prospectus is June 23, 1994.
<PAGE>   3
         NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.  THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY AND
THEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION.  NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT NOR ANY SALES MADE HEREUNDER AND THEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES.

                             AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission").  Reports, proxy statements and
other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission, at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission:  Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and Room 1228, 75 Park Place,
New York, New York 10007.  Copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549, at
prescribed rates.  Certain securities of the Company are listed on, and
reports, proxy statements and other information concerning the Company can be
inspected at the offices of, The New York Stock Exchange, 20 Broad Street, New
York, New York 10005.

         This Prospectus does not contain all of the information set forth in
the Registration Statement, of which this Prospectus is a part, and exhibits
relating thereto which the Company has filed with the Commission under the
Securities Act of 1933, as amended (the "Act").  Reference is made to such
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Shares.  Statements contained
herein concerning the provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by reference to the
copy of the applicable document filed with the Commission.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company hereby incorporates by reference herein its Annual Report
on Form 10-K for the fiscal year ended December 31, 1993 (the "Form 10-K"), its
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 and the
description of the Common Stock contained in the Registration Statement on Form
8-A of the Company dated February 12, 1974, as amended, and all amendments and
reports filed for the purpose of updating such description, which have been
filed previously with the Commission under File No. 1-3751.





                                     - 2 -
<PAGE>   4
         All  documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Shares shall be deemed to be
incorporated by reference in this Prospectus.  Any statement contained herein
or in a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus 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
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

         THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY
OF THIS PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH
PERSON, A COPY OF ANY AND ALL OF THE FOREGOING DOCUMENTS INCORPORATED BY
REFERENCE HEREIN, OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS).
REQUESTS SHOULD BE DIRECTED TO THE OFFICE OF THE SECRETARY, NORAM ENERGY CORP.,
ENTEX BUILDING, 1600 SMITH STREET, 11TH FLOOR, HOUSTON, TEXAS 77002, TELEPHONE
NUMBER (713) 654-5527.





                                     - 3 -
<PAGE>   5
                                  THE COMPANY

BACKGROUND AND STRATEGY

         The Company is principally engaged in the distribution and
transmission of natural gas including gathering, storage and marketing of
natural gas.  On May 10, 1994, the stockholders of the Company approved an
amendment to the Company's Restated Certificate of Incorporation to change the
Company name from Arkla, Inc. to NorAm Energy Corp.  The purpose of the name
change is to more accurately describe the geographical area served by the
Company.

         In 1992, the Company initiated a strategic action plan designed to
narrow the focus of its operations and increase long-term stockholder value.
In this regard, the Company has (1) significantly reduced its ongoing costs
through staff reductions and other cost control measures, (2) sold its
exploration and production operations which were conducted by Arkla Exploration
Company, (3) sold its intrastate pipeline business as conducted by Louisiana
Intrastate Gas Corporation and subsidiaries, (4) completed or is in the process
of completing the sale and exchange of several of its distribution properties,
and (5) disposed of certain other non- core businesses.

         Further, the Company has set several objectives to improve future
profitability.  These objectives include (1) increasing the profitability of
its natural gas pipeline operations through improved rate design, aggressive
marketing of its services and continued reduction of its overall costs, (2)
maintaining the profitability of its natural gas distribution operations
through timely and well designed rate filings, increasing its customer base
through aggressive marketing and controlling costs in order to remain
competitive and offset regulatory lag, (3) developing and expanding the
Company's unregulated natural gas marketing business through the acquisition of
new markets and the provision of services at a unit cost which will allow it to
compete effectively with industry leaders, and (4) reducing the Company's
overall leverage and related interest expense, thus increasing the Company's
flexibility to pursue future opportunities for attractive investment.

         The Company's principal executive offices are located at the Entex
Building, 1600 Smith Street, 11th Floor, Houston, Texas 77002, telephone number
(713) 654-5527.

NATURAL GAS DISTRIBUTION

         The Company's natural gas distribution business is conducted through
three divisions, Arkla (formerly known as ALG) , Entex and Minnegasco, and
their affiliates.  Through these divisions and their affiliates, the Company
engages in both the natural gas sales and transportation businesses.  In the
aggregate, the Company owns and operates approximately 53,500 miles of gas
distribution mains which range in size from one-half inch to 24 inches in
diameter.  The Company currently provides gas distribution services to
approximately 2.7 million customers in 1,330 communities.  The following table
summarizes the location, the number of communities and the number of customers
served by the Company as of December 31, 1993.





                                     - 4 -
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                                              NUMBER OF
                          SERVICE AREA LOCATIONS                                         COMMUNITIES          CUSTOMERS
                          ----------------------                                         -----------          ---------
                          <S>                                                                <C>              <C>
                          TEXAS . . . . . . . . . . . . . . . . . . . . . . . . . . .         365             1,160,947

                          MINNESOTA . . . . . . . . . . . . . . . . . . . . . . . . .         204               599,067

                          ARKANSAS  . . . . . . . . . . . . . . . . . . . . . . . . .         383               422,187

                          LOUISIANA . . . . . . . . . . . . . . . . . . . . . . . . .         179               261,456

                          OKLAHOMA  . . . . . . . . . . . . . . . . . . . . . . . . .          94               115,523

                          MISSISSIPPI . . . . . . . . . . . . . . . . . . . . . . . .          91               115,841

                          KANSAS  . . . . . . . . . . . . . . . . . . . . . . . . . .          14                23,001
                                                                                              ---                ------     

                                  Total   . . . . . . . . . . . . . . . . . . . . . .        1,330            2,698,022
                                                                                             =====            =========
</TABLE>


         ARKLA.  Arkla provides distribution service in approximately 624
communities in the states of Arkansas, Louisiana, Oklahoma, Texas and Kansas.
The largest communities served through Arkla are the metropolitan areas of
Little Rock, Arkansas and Shreveport, Louisiana.  During 1993, approximately
71% of Arkla's total throughput was composed of retail gas sales and
approximately 29% was attributable to transportation services.  In May of 1993,
Arkla, NorAm Gas Transmission Company ("NGT" formerly known as Arkla Energy
Resources Company, "AER Co.") and UtiliCorp United Inc. ("UtiliCorp", an
affiliate of Peoples Natural Gas Company) entered into a definitive agreement
pursuant to which the Company expects to sell to UtiliCorp, subject to Federal
Energy Regulatory Commission ("FERC") approval, the Kansas distribution
properties of ALG together with certain related pipeline assets of NGT.  Upon
completion, this sale will terminate substantially all of the Company's
distribution and transmission operations in Kansas.

         ENTEX.  Entex provides distribution service in approximately 502
communities in the States of Texas, Louisiana and Mississippi.  The largest
community served by Entex is the metropolitan area of Houston, Texas.  During
1993, approximately 87% of Entex's total throughput was composed of retail gas
sales and approximately 13% was attributable to transportation services.

         MINNEGASCO.  Minnegasco provided distribution service in
approximately 285 communities in the states of Minnesota, Nebraska and South
Dakota during 1993.  The largest communities served by Minnegasco in 1993
included Minneapolis, Minnesota and its suburbs; Lincoln, Nebraska; and Sioux
Falls, South Dakota.  In February 1993, Minnegasco completed the sale of its
Nebraska distribution system to UtiliCorp for $75.3 million in cash.  In August
of 1993, Minnegasco acquired the Minnesota distribution properties of Midwest
Gas, a division of Midwest Power System, Inc. ("Midwest"), in exchange for all
of the Company's distribution properties located in South Dakota and $38
million in cash.  The UtiliCorp and Midwest transactions terminated
Minnegasco's distribution operations outside Minnesota.  During 1993,
approximately 95% of Minnegasco's total throughput was composed of retail gas
sales and approximately 5% was attributable to transportation services.





                                     - 5 -
<PAGE>   7
NATURAL GAS PIPELINE

         In March 1993, the Company transferred assets, liabilities and service
obligations of Arkla Energy Resources, a division of the Company, in to a
newly-formed wholly-owned subsidiary of the Company, AER Co., now NGT, pursuant
to FERC approval.  As a result, the Company's transmission activities are now
conducted by NGT, an interstate pipeline subsidiary of the Company, Mississippi
River Transmission Company ("MRT"), an interstate pipeline subsidiary of the
Company and NorAm Energy Services, Inc. ("NES"), formerly known as Arkla Energy
Marketing Company, a subsidiary which serves as the Company's principal natural
gas supply aggregator and marketer, and affiliate companies associated with
each.  Through these subsidiaries, the Company engages in both the
transportation and sale of natural gas, including gathering, storage and
marketing.

         NGT.    NGT owns and operates an interstate natural gas pipeline
system located in portions of Arkansas, Louisiana, Mississippi, Missouri,
Kansas, Oklahoma, Tennessee and Texas.  In May of 1993, NGT entered into a
definitive agreement pursuant to which it expects to sell to UtiliCorp its
pipeline assets in Kansas, including the Winfield, Kansas storage field
described below, subject to FERC approval.  At December 31, 1993, the NGT
system consisted to approximately 6,600 miles of transmission lines and
approximately 3,500 miles of gathering lines.  The NGT pipeline system extends
generally in an easterly direction from the Anadarko Basin area of the Texas
Panhandle and western Oklahoma through the Arkoma Basin area of eastern
Oklahoma and Arkansas to the Mississippi River.  The system also extends from
east Texas to north Louisiana and central Arkansas, and from the mainline
system in Oklahoma and Arkansas to south central Kansas and southwest Missouri.
The system has extensive gas gathering facilities throughout the Anadarko and
Arkoma Basins, and in east Texas and north Louisiana and also operates various
product extraction plants and compressor facilities related to its gas
transmission business.  NGT's peak day gas handled during the 1993-1994 heating
season was approximately 2.4 billion cubic feet ("Bcf").  The system transports
gas for third parties as an "open access" transporter, makes sales of gas
directly to end users located along its system and delivers gas to the
Company's distribution divisions for retail sales.  During 1993, NGT's total
throughput consisted of 91% transportation service and 9% sales service.
Approximately 21% of total throughput was attributable to services provided to
Arkla, 10% was attributable to services provided to MRT and 27% was
attributable to gas marketed by NES to other parties.  No other customer or
supplier accounted for more than 10% of NGT's throughput.

         Four storage fields are associated with NGT's pipeline and have a
combined maximum deliverability of approximately 600 million cubic feet
("MMcf") per day and a working gas capacity of approximately 20.3 Bcf.  NGT
also owns a 10% interest in Koch Gateway Pipeline Company's Bistineau storage
field which provides an additional 100 MMcf per day of deliverability and
additional working gas capacity of approximately 8 Bcf.  The two largest NGT
storage fields are located in Oklahoma:  the Ada field -- capable of delivering
approximately 330 MMcf per day, and the Chiles Dome field -- capable of
delivering approximately 200 MMcf per day.  The other two NGT storage fields
are located near Ruston, Louisiana and Winfield, Kansas.

         MRT.    The MRT system consists of approximately 2,200 miles of
pipeline serving principally the greater St. Louis area in Missouri and
Illinois.  This pipeline system includes the "Main Line System," the "East
Line," and the "West Line."  The Main Line System includes three





                                     - 6 -
<PAGE>   8
transmission lines extending approximately 435 miles from Perryville,
Louisiana, to the greater St. Louis area.  The East Line, also a main
transmission line, extends approximately 94 miles from southwestern Illinois to
St. Louis.  The West Line extends approximately 140 miles from east Texas to
Perryville, Louisiana.  The system also includes various other branch, lateral,
transmission and gathering lines and compressor stations.  During 1993, MRT's
throughput totaled 317.6 Bcf which consisted of 81% transportation service and
19% sales service.  Approximately half of MRT's total 1993 volumes were
delivered to its traditional markets along the system in Missouri, Illinois and
Arkansas with the remaining volumes delivered to off-system customers.  MRT's
peak day delivery during the 1993-1994 heating season was approximately 950,000
million British Thermal Units, which was comprised entirely of transportation
volumes.  MRT's largest customer is Laclede Gas Company, which serves
metropolitan St. Louis and to which MRT provides service under several
long-term firm transportation and storage agreements and an agency agreement.
Three storage fields are associated with MRT's pipeline and have a combined
maximum aggregate deliverability of approximately 750 MMcf per day and a
working gas capacity of approximately 31 Bcf.  The substantial portion of such
capacity is located in two fields in north central Louisiana, near Ruston.  The
other MRT storage field is located at St. Jacob, Illinois.

         NES.    NES markets gas on both a short-term (spot) and long-term
basis.  Sales prices may be market based or fixed.  Fixed priced sales or
purchases are hedged using gas futures contracts or other derivative hedging
tools.  NES gas supplies are purchased from third parties on both a short-term
and long-term basis, with most gas supplies purchased at market sensitive
prices.  Gas sales for 1993 totaled 245 Bcf, of which approximately 72% was
sold to unaffiliated parties.  Customers are located both in areas served by
NGT and other pipelines.  Gas is transported to customers using both firm and
interruptible transportation.


                              SELLING STOCKHOLDERS

         Mr. T. Milton Honea, currently the Chairman of the Board of Directors
and President and Chief Executive Officer of the Company, is the only Selling
Stockholder.  Mr. Honea currently owns 123,045 shares of Common Stock and is
hereby offering 52,991 of those shares.  After completion of the offering, Mr.
Honea will beneficially own 70,054 shares of Common Stock.


                              PLAN OF DISTRIBUTION

         The Selling Stockholder has not advised the Company of any specific
plans for the sale of the Shares.  The Company anticipates, however, that the
Selling Stockholder will offer for sale some or all of the Shares at market
prices prevailing at the time of sale on the New York Stock Exchange.  The
Selling Stockholder may also make private sales of some or all of the Shares
directly or through a broker or brokers, who may act as agent or principal or
as both agent and principal.  If any of the Shares are sold through a broker,
the Selling Stockholder may pay customary brokerage charges and commission.  In
connection with any sale, the Selling Stockholder and any brokers participating
in such sale may be deemed to be "underwriters" within the meaning of the Act,
in which event commissions received by such brokers may be deemed to be
underwriting commissions under the Act.





                                     - 7 -
<PAGE>   9
         There can be no assurances that the Selling Stockholder will sell any
or all of the Shares.

                               VALIDITY OF SHARES

         The validity of the Shares will be passed upon for the Company by
Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the
Company, Entex Building, 1600 Smith Street, Houston, Texas 77002.  As of June
21, 1994, Mr. Gentry beneficially owned 19,138 shares of Common Stock acquired
pursuant to various employee benefit plans of the Company.


                                    EXPERTS

         The annual consolidated financial statements and the related financial
statement schedules of the Company as of December 31, 1993 and 1992, and for
the years ended December 31, 1993, 1992 and 1991, included or incorporated by
reference in the Form 10-K, which is incorporated by reference in this
Prospectus, have been so included in reliance on the reports of Coopers &
Lybrand, independent accountants, given on the authority of that firm as
experts in accounting and auditing.





                                     - 8 -
<PAGE>   10
                                    PART II


                            INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         SEE "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" IN PART I OF THE
REGISTRATION STATEMENT.

ITEM 5.  INTEREST OF NAMES EXPERTS AND COUNSEL

         SEE "VALIDITY OF SHARES AND EXPERTS" IN PART I OF THE REGISTRATION
STATEMENT.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of Delaware (the "DGCL")
gives corporations the power to indemnify officers and directors under certain
circumstances.

         Article III of the Company's By-Laws provides for indemnification of
officers and directors to the extent permitted by the DGCL.  The Company also
has policies insuring its officers and directors against certain liabilities
for action taken in such capacities, including liabilities under the Act.

         Article Seventh of the Company's Restated Certificate of
Incorporation, as amended, adopted the provision of Delaware law limiting or
eliminating the potential monetary liability of directors to the Company or its
stockholders for breaches of a director's fiduciary duty of care.  However, the
provision does not limit or eliminate the liability of a director for
disloyalty to the Company or its stockholders, failing to act in good faith,
engaging in intentional misconduct or a knowing violation of the law, obtaining
an improper personal benefit or paying a dividend or approving a stock
repurchase that was illegal under section 174 of the DGCL.

         Article Seventh also provides that if the DGCL is subsequently amended
to authorize further limitation or elimination of the liability of directors,
such subsequent limitation or elimination of director's liability will be
automatically implemented without further stockholder action.  Furthermore,
repeal or modification of the terms of Article Seventh will not adversely
affect any right or protection of a director existing at the time of such
repeal or modification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Pursuant to compensation arrangements approved by the Board of 
Directors of the





                                      II-1
<PAGE>   11
Company, the Company issued the Shares to Mr. Honea.  The issuance of the
Shares were deemed to be exempt from registration under the Act in reliance on
Section 4(2) of the Act, as a transaction not involving any public offering.
The appropriate restrictive legends were affixed to the certificate evidencing
the Shares and Mr. Honea represented his intention to acquire the Shares for
investment only  and not with a view to or for sale in connection with any
distribution thereof.  Mr. Honea had adequate access, through his position as
Chairman of the Board of Directors and President and Chief Executive Officer of
the Company, to information about the Company.

ITEM 8.  EXHIBITS
                                                                 
<TABLE>
<CAPTION>
         Exhibit No.                               Description of Exhibit
         -----------                               ----------------------
          <S>             <C>
           4.1            Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.1
                          to the Company's Registration Statement on Form S-3 (No. 33-52833)).

           4.2            By-Laws of the Company (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement 
                          on Form S-8 (No. 33-54241))

           5.             Opinion of Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the Company

          23.1            Consent of Coopers & Lybrand

          23.2            Consent of Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the Company
                          (contained in the opinion attached hereto as Exhibit 5)

          24              Powers of Attorney of each of the directors and officers of the Company whose name appears on the 
                          signature pages hereof
</TABLE>



ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i)      To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933, as amended (the "Securities
         Act");

                 (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or
         the most recent post-effective amendment thereof)





                                      II-2
<PAGE>   12
         which, individually or in the aggregate, represent a fundamental
         change in the information set forth in the Registration Statement; and

                 (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

provided, however, that paragraphs (i) and (ii) above do not apply if this
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 this
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.

         (4)     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 this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (5)     That, insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
person for the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange 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 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.





                                      II-3
<PAGE>   13
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 this 23 day of June,
1994.

                                                 NORAM ENERGY CORP.
                                                 (Registrant)



                                                 By /s/ Michael B. Bracy
                                                    -------------------------
                                                    (Michael B. Bracy)
                                                    Executive Vice President and
                                                    Principal Financial Officer



         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.



<TABLE>
   <S>                               <C>                                  <C>
   /s/  T. MILTON HONEA              Principal executive                  June 23, 1994
  ---------------------              officer and Director                                              
    (T. Milton Honea)                          
 Chairman of the Board and
  Chief Executive Officer


   /s/ MICHAEL B. BRACY              Principal financial
   --------------------              officer and Director                   
    (Michael B. Bracy)                         
Executive Vice President and
Principal Financial Officer


  /s/ JACK W. ELLIS, II              Principal accounting
  ---------------------              officer                            
   (Jack W. Ellis, II)               
   Vice President and
  Corporate Controller


   JOE E. CHENOWETH*                 Director
   -----------------                         
  (Joe E. Chenoweth)


 O. HOLCOMBE CROSSWELL*              Director
 ----------------------            
(O. Holcombe Crosswell)
</TABLE>





                                      II-4
<PAGE>   14
<TABLE>
<S>                               <C>                            <C>
WALTER A. DEROECK*                Director
- ------------------                        
(Walter A. DeRoeck)


DONALD H. FLANDERS*               Director
- -------------------                       
(Donald H. Flanders)


JAMES O. FOGLEMAN*                Director
- ------------------                        
(James O. Fogleman)


JOHN P. GOVER*                    Director
- --------------                            
(John P. Gover)


ROBERT C. HANNA*                  Director
- ----------------                          
(Robert C. Hanna)


MYRA JONES*                       Director
- -----------                               
(Myra Jones)


SIDNEY MONCRIEF*                  Director
- ----------------                          
(Sidney Moncrief)


LARRY C. WALLACE*                 Director
- -----------------                         
(Larry C. Wallace)


D. W. WEIR, SR.*                  Director
- ----------------                                   
(D. W. Weir, Sr.)



*By  /s/ Michael B. Bracy                                           June 23, 1994
    ------------------------------------                                         
    (Michael B. Bracy
    Attorney-in-Fact)
</TABLE>





                                      II-5
<PAGE>   15

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                             Sequentially
Exhibit                                                                        Numbered
 No.                      Description of Exhibit                                 Page
 ---                      ----------------------                                 ----
 <S>     <C>     <C>                                                                <C>
  4.1    -       Restated Certificate of Incorporation of the                       *
                 Company, as amended (incorporated by reference
                 to Exhibit 4.1 to the Company's Registration
                 Statement on Form S-3 (No. 33-52833)).

  4.2    -       By-Laws of the Company (incorporated by                            *
                 reference to Exhibit 4.2 to the Company's
                 Registration Statement on Form S-8 (No. 33-54241))

  5      -       Opinion of Hubert Gentry, Jr.,
                 Senior Vice President, General Counsel
                 and Secretary

 23.1    -       Consent of Coopers & Lybrand

 23.2    -       Consent of Hubert Gentry, Jr., Senior
                 Vice President, General Counsel and
                 Secretary (contained in the opinion
                 attached hereto as Exhibit 5)

 24      -       Powers of Attorney of each of the directors
                 and officers of the Company whose name appears
                 on the signature pages hereof
</TABLE>





____________________

*  Incorporated by reference.





                                      II-6
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 39641}]
{"company-data": {"conformed-name": "NORAM ENERGY CORP", "cik": "0000007314", "assigned-sic": "4923", "irs-number": "720120530", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54253", "film-number": "94535468"}, "business-address": {"street1": "ARKLA BLDG", "street2": "525 MILAM ST", "city": "SHREVEPORT", "state": "LA", "zip": "71101", "phone": "3184292700"}, "former-company": [{"former-conformed-name": "ARKLA INC", "date-changed": "19920703"}, {"former-conformed-name": "ARKANSAS LOUISIANA GAS CO", "date-changed": "19820322"}]}
1

     As filed with the Securities and Exchange Commission on June 23, 1994

                                                     Registration No. 33-______ 
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                                      
                                  ------------

                                    FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               NORAM ENERGY CORP.
               (Exact name of registrant as specified in charter)

           DELAWARE                                            72-0120530
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                               1600 SMITH STREET
                                   11TH FLOOR
                             HOUSTON, TEXAS  77002
                                 (713) 654-5100
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                          1994 INCENTIVE EQUITY PLAN
                            (Full title of the plan)

                               HUBERT GENTRY, JR.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               NORAM ENERGY CORP.
                                   1600 SMITH
                             HOUSTON, TEXAS  77002
                                 (713) 654-5527
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                                                             
                                  ------------

                                   COPIES TO:
                            GERRY D. OSTERLAND, ESQ.
                           JONES, DAY, REAVIS & POGUE
                           2300 TRAMMELL CROW CENTER
                                2001 ROSS AVENUE
                              DALLAS, TEXAS  75201
                                 (214) 220-3939
                                                             
                                  ------------

                       CALCULATION  OF REGISTRATION  FEE
=============================================================================================================================
                                             Amount                  Proposed                Proposed            Amount of
 Title of securities to                       to be               maximum offering       maximum aggregate      registration
   to be registered                        registered            price per share(1)      offering price(1)          fee(2)
=============================================================================================================================
Common Stock, $.625 par value
   per share . . . . . . . . . . . .     3,800,000 Shares              $6.00               $22,800,000               $7,863
=============================================================================================================================
(1)  Based upon the average of the high and low sales prices of the Common 
     Stock included in the New York Stock Exchange-Composite Transactions 
     report for June 17, 1994, as published by The Wall Street Journal.
(2)  Calculated pursuant to Rule 457 under the Securities Act of 1933, as
     amended.
2

- -----------------------------------------------------------------------------
                              P R O S P E C T U S
- -----------------------------------------------------------------------------

                                 52,991  SHARES

                        N o r A m  E n e r g y  C o r p.

                                 Common  Stock

                                 _____________

         This Prospectus relates to 52,991 shares (the "Shares") of the Common
Stock, $.625 par value per share (the "Common Stock"), of NorAm Energy Corp. a
Delaware corporation (the "Company"), which may be sold from time to time by
the selling stockholder referred to herein (the "Selling Stockholder").  See
"Selling Stockholders."

         It is anticipated that the Selling Stockholder will offer for sale
some or all of the Shares at market prices prevailing at the time of sale on
the New York Stock Exchange.  The Company will not receive any proceeds from
the sale of the Shares.  All expenses of registration incurred in connection
with the offering of the Shares by the Selling Stockholder are being borne by
the Company, but all selling and other expenses incurred by the Selling
Stockholder will be borne by him.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
       THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                THIS PROSPECTUS.  ANY REPRESENTATION TO THE
                      CONTRARY IS A CRIMINAL OFFENSE.

                                 ______________

                 The date of this Prospectus is June 23, 1994.
3
         NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.  THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY AND
THEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION.  NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT NOR ANY SALES MADE HEREUNDER AND THEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES.

                             AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission").  Reports, proxy statements and
other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission, at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission:  Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and Room 1228, 75 Park Place,
New York, New York 10007.  Copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549, at
prescribed rates.  Certain securities of the Company are listed on, and
reports, proxy statements and other information concerning the Company can be
inspected at the offices of, The New York Stock Exchange, 20 Broad Street, New
York, New York 10005.

         This Prospectus does not contain all of the information set forth in
the Registration Statement, of which this Prospectus is a part, and exhibits
relating thereto which the Company has filed with the Commission under the
Securities Act of 1933, as amended (the "Act").  Reference is made to such
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Shares.  Statements contained
herein concerning the provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by reference to the
copy of the applicable document filed with the Commission.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company hereby incorporates by reference herein its Annual Report
on Form 10-K for the fiscal year ended December 31, 1993 (the "Form 10-K"), its
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 and the
description of the Common Stock contained in the Registration Statement on Form
8-A of the Company dated February 12, 1974, as amended, and all amendments and
reports filed for the purpose of updating such description, which have been
filed previously with the Commission under File No. 1-3751.

                                     - 2 -
4
         All  documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Shares shall be deemed to be
incorporated by reference in this Prospectus.  Any statement contained herein
or in a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus 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
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

         THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY
OF THIS PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH
PERSON, A COPY OF ANY AND ALL OF THE FOREGOING DOCUMENTS INCORPORATED BY
REFERENCE HEREIN, OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS).
REQUESTS SHOULD BE DIRECTED TO THE OFFICE OF THE SECRETARY, NORAM ENERGY CORP.,
ENTEX BUILDING, 1600 SMITH STREET, 11TH FLOOR, HOUSTON, TEXAS 77002, TELEPHONE
NUMBER (713) 654-5527.

                                     - 3 -
5
                                  THE COMPANY

BACKGROUND AND STRATEGY

         The Company is principally engaged in the distribution and
transmission of natural gas including gathering, storage and marketing of
natural gas.  On May 10, 1994, the stockholders of the Company approved an
amendment to the Company's Restated Certificate of Incorporation to change the
Company name from Arkla, Inc. to NorAm Energy Corp.  The purpose of the name
change is to more accurately describe the geographical area served by the
Company.

         In 1992, the Company initiated a strategic action plan designed to
narrow the focus of its operations and increase long-term stockholder value.
In this regard, the Company has (1) significantly reduced its ongoing costs
through staff reductions and other cost control measures, (2) sold its
exploration and production operations which were conducted by Arkla Exploration
Company, (3) sold its intrastate pipeline business as conducted by Louisiana
Intrastate Gas Corporation and subsidiaries, (4) completed or is in the process
of completing the sale and exchange of several of its distribution properties,
and (5) disposed of certain other non- core businesses.

         Further, the Company has set several objectives to improve future
profitability.  These objectives include (1) increasing the profitability of
its natural gas pipeline operations through improved rate design, aggressive
marketing of its services and continued reduction of its overall costs, (2)
maintaining the profitability of its natural gas distribution operations
through timely and well designed rate filings, increasing its customer base
through aggressive marketing and controlling costs in order to remain
competitive and offset regulatory lag, (3) developing and expanding the
Company's unregulated natural gas marketing business through the acquisition of
new markets and the provision of services at a unit cost which will allow it to
compete effectively with industry leaders, and (4) reducing the Company's
overall leverage and related interest expense, thus increasing the Company's
flexibility to pursue future opportunities for attractive investment.

         The Company's principal executive offices are located at the Entex
Building, 1600 Smith Street, 11th Floor, Houston, Texas 77002, telephone number
(713) 654-5527.

NATURAL GAS DISTRIBUTION

         The Company's natural gas distribution business is conducted through
three divisions, Arkla (formerly known as ALG) , Entex and Minnegasco, and
their affiliates.  Through these divisions and their affiliates, the Company
engages in both the natural gas sales and transportation businesses.  In the
aggregate, the Company owns and operates approximately 53,500 miles of gas
distribution mains which range in size from one-half inch to 24 inches in
diameter.  The Company currently provides gas distribution services to
approximately 2.7 million customers in 1,330 communities.  The following table
summarizes the location, the number of communities and the number of customers
served by the Company as of December 31, 1993.

                                     - 4 -
6
NUMBER OF
                          SERVICE AREA LOCATIONS                                         COMMUNITIES          CUSTOMERS
                          ----------------------                                         -----------          ---------
TEXAS . . . . . . . . . . . . . . . . . . . . . . . . . . .         365             1,160,947

                          MINNESOTA . . . . . . . . . . . . . . . . . . . . . . . . .         204               599,067

                          ARKANSAS  . . . . . . . . . . . . . . . . . . . . . . . . .         383               422,187

                          LOUISIANA . . . . . . . . . . . . . . . . . . . . . . . . .         179               261,456

                          OKLAHOMA  . . . . . . . . . . . . . . . . . . . . . . . . .          94               115,523

                          MISSISSIPPI . . . . . . . . . . . . . . . . . . . . . . . .          91               115,841

                          KANSAS  . . . . . . . . . . . . . . . . . . . . . . . . . .          14                23,001
                                                                                              ---                ------     

                                  Total   . . . . . . . . . . . . . . . . . . . . . .        1,330            2,698,022
                                                                                             =====            =========
ARKLA.  Arkla provides distribution service in approximately 624
communities in the states of Arkansas, Louisiana, Oklahoma, Texas and Kansas.
The largest communities served through Arkla are the metropolitan areas of
Little Rock, Arkansas and Shreveport, Louisiana.  During 1993, approximately
71% of Arkla's total throughput was composed of retail gas sales and
approximately 29% was attributable to transportation services.  In May of 1993,
Arkla, NorAm Gas Transmission Company ("NGT" formerly known as Arkla Energy
Resources Company, "AER Co.") and UtiliCorp United Inc. ("UtiliCorp", an
affiliate of Peoples Natural Gas Company) entered into a definitive agreement
pursuant to which the Company expects to sell to UtiliCorp, subject to Federal
Energy Regulatory Commission ("FERC") approval, the Kansas distribution
properties of ALG together with certain related pipeline assets of NGT.  Upon
completion, this sale will terminate substantially all of the Company's
distribution and transmission operations in Kansas.

         ENTEX.  Entex provides distribution service in approximately 502
communities in the States of Texas, Louisiana and Mississippi.  The largest
community served by Entex is the metropolitan area of Houston, Texas.  During
1993, approximately 87% of Entex's total throughput was composed of retail gas
sales and approximately 13% was attributable to transportation services.

         MINNEGASCO.  Minnegasco provided distribution service in
approximately 285 communities in the states of Minnesota, Nebraska and South
Dakota during 1993.  The largest communities served by Minnegasco in 1993
included Minneapolis, Minnesota and its suburbs; Lincoln, Nebraska; and Sioux
Falls, South Dakota.  In February 1993, Minnegasco completed the sale of its
Nebraska distribution system to UtiliCorp for $75.3 million in cash.  In August
of 1993, Minnegasco acquired the Minnesota distribution properties of Midwest
Gas, a division of Midwest Power System, Inc. ("Midwest"), in exchange for all
of the Company's distribution properties located in South Dakota and $38
million in cash.  The UtiliCorp and Midwest transactions terminated
Minnegasco's distribution operations outside Minnesota.  During 1993,
approximately 95% of Minnegasco's total throughput was composed of retail gas
sales and approximately 5% was attributable to transportation services.

                                     - 5 -
7
NATURAL GAS PIPELINE

         In March 1993, the Company transferred assets, liabilities and service
obligations of Arkla Energy Resources, a division of the Company, in to a
newly-formed wholly-owned subsidiary of the Company, AER Co., now NGT, pursuant
to FERC approval.  As a result, the Company's transmission activities are now
conducted by NGT, an interstate pipeline subsidiary of the Company, Mississippi
River Transmission Company ("MRT"), an interstate pipeline subsidiary of the
Company and NorAm Energy Services, Inc. ("NES"), formerly known as Arkla Energy
Marketing Company, a subsidiary which serves as the Company's principal natural
gas supply aggregator and marketer, and affiliate companies associated with
each.  Through these subsidiaries, the Company engages in both the
transportation and sale of natural gas, including gathering, storage and
marketing.

         NGT.    NGT owns and operates an interstate natural gas pipeline
system located in portions of Arkansas, Louisiana, Mississippi, Missouri,
Kansas, Oklahoma, Tennessee and Texas.  In May of 1993, NGT entered into a
definitive agreement pursuant to which it expects to sell to UtiliCorp its
pipeline assets in Kansas, including the Winfield, Kansas storage field
described below, subject to FERC approval.  At December 31, 1993, the NGT
system consisted to approximately 6,600 miles of transmission lines and
approximately 3,500 miles of gathering lines.  The NGT pipeline system extends
generally in an easterly direction from the Anadarko Basin area of the Texas
Panhandle and western Oklahoma through the Arkoma Basin area of eastern
Oklahoma and Arkansas to the Mississippi River.  The system also extends from
east Texas to north Louisiana and central Arkansas, and from the mainline
system in Oklahoma and Arkansas to south central Kansas and southwest Missouri.
The system has extensive gas gathering facilities throughout the Anadarko and
Arkoma Basins, and in east Texas and north Louisiana and also operates various
product extraction plants and compressor facilities related to its gas
transmission business.  NGT's peak day gas handled during the 1993-1994 heating
season was approximately 2.4 billion cubic feet ("Bcf").  The system transports
gas for third parties as an "open access" transporter, makes sales of gas
directly to end users located along its system and delivers gas to the
Company's distribution divisions for retail sales.  During 1993, NGT's total
throughput consisted of 91% transportation service and 9% sales service.
Approximately 21% of total throughput was attributable to services provided to
Arkla, 10% was attributable to services provided to MRT and 27% was
attributable to gas marketed by NES to other parties.  No other customer or
supplier accounted for more than 10% of NGT's throughput.

         Four storage fields are associated with NGT's pipeline and have a
combined maximum deliverability of approximately 600 million cubic feet
("MMcf") per day and a working gas capacity of approximately 20.3 Bcf.  NGT
also owns a 10% interest in Koch Gateway Pipeline Company's Bistineau storage
field which provides an additional 100 MMcf per day of deliverability and
additional working gas capacity of approximately 8 Bcf.  The two largest NGT
storage fields are located in Oklahoma:  the Ada field -- capable of delivering
approximately 330 MMcf per day, and the Chiles Dome field -- capable of
delivering approximately 200 MMcf per day.  The other two NGT storage fields
are located near Ruston, Louisiana and Winfield, Kansas.

         MRT.    The MRT system consists of approximately 2,200 miles of
pipeline serving principally the greater St. Louis area in Missouri and
Illinois.  This pipeline system includes the "Main Line System," the "East
Line," and the "West Line."  The Main Line System includes three

                                     - 6 -
8
transmission lines extending approximately 435 miles from Perryville,
Louisiana, to the greater St. Louis area.  The East Line, also a main
transmission line, extends approximately 94 miles from southwestern Illinois to
St. Louis.  The West Line extends approximately 140 miles from east Texas to
Perryville, Louisiana.  The system also includes various other branch, lateral,
transmission and gathering lines and compressor stations.  During 1993, MRT's
throughput totaled 317.6 Bcf which consisted of 81% transportation service and
19% sales service.  Approximately half of MRT's total 1993 volumes were
delivered to its traditional markets along the system in Missouri, Illinois and
Arkansas with the remaining volumes delivered to off-system customers.  MRT's
peak day delivery during the 1993-1994 heating season was approximately 950,000
million British Thermal Units, which was comprised entirely of transportation
volumes.  MRT's largest customer is Laclede Gas Company, which serves
metropolitan St. Louis and to which MRT provides service under several
long-term firm transportation and storage agreements and an agency agreement.
Three storage fields are associated with MRT's pipeline and have a combined
maximum aggregate deliverability of approximately 750 MMcf per day and a
working gas capacity of approximately 31 Bcf.  The substantial portion of such
capacity is located in two fields in north central Louisiana, near Ruston.  The
other MRT storage field is located at St. Jacob, Illinois.

         NES.    NES markets gas on both a short-term (spot) and long-term
basis.  Sales prices may be market based or fixed.  Fixed priced sales or
purchases are hedged using gas futures contracts or other derivative hedging
tools.  NES gas supplies are purchased from third parties on both a short-term
and long-term basis, with most gas supplies purchased at market sensitive
prices.  Gas sales for 1993 totaled 245 Bcf, of which approximately 72% was
sold to unaffiliated parties.  Customers are located both in areas served by
NGT and other pipelines.  Gas is transported to customers using both firm and
interruptible transportation.

                              SELLING STOCKHOLDERS

         Mr. T. Milton Honea, currently the Chairman of the Board of Directors
and President and Chief Executive Officer of the Company, is the only Selling
Stockholder.  Mr. Honea currently owns 123,045 shares of Common Stock and is
hereby offering 52,991 of those shares.  After completion of the offering, Mr.
Honea will beneficially own 70,054 shares of Common Stock.

                              PLAN OF DISTRIBUTION

         The Selling Stockholder has not advised the Company of any specific
plans for the sale of the Shares.  The Company anticipates, however, that the
Selling Stockholder will offer for sale some or all of the Shares at market
prices prevailing at the time of sale on the New York Stock Exchange.  The
Selling Stockholder may also make private sales of some or all of the Shares
directly or through a broker or brokers, who may act as agent or principal or
as both agent and principal.  If any of the Shares are sold through a broker,
the Selling Stockholder may pay customary brokerage charges and commission.  In
connection with any sale, the Selling Stockholder and any brokers participating
in such sale may be deemed to be "underwriters" within the meaning of the Act,
in which event commissions received by such brokers may be deemed to be
underwriting commissions under the Act.

                                     - 7 -
9
         There can be no assurances that the Selling Stockholder will sell any
or all of the Shares.

                               VALIDITY OF SHARES

         The validity of the Shares will be passed upon for the Company by
Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the
Company, Entex Building, 1600 Smith Street, Houston, Texas 77002.  As of June
21, 1994, Mr. Gentry beneficially owned 19,138 shares of Common Stock acquired
pursuant to various employee benefit plans of the Company.

                                    EXPERTS

         The annual consolidated financial statements and the related financial
statement schedules of the Company as of December 31, 1993 and 1992, and for
the years ended December 31, 1993, 1992 and 1991, included or incorporated by
reference in the Form 10-K, which is incorporated by reference in this
Prospectus, have been so included in reliance on the reports of Coopers &
Lybrand, independent accountants, given on the authority of that firm as
experts in accounting and auditing.

                                     - 8 -
10
                                    PART II

                            INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         SEE "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" IN PART I OF THE
REGISTRATION STATEMENT.

ITEM 5.  INTEREST OF NAMES EXPERTS AND COUNSEL

         SEE "VALIDITY OF SHARES AND EXPERTS" IN PART I OF THE REGISTRATION
STATEMENT.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of Delaware (the "DGCL")
gives corporations the power to indemnify officers and directors under certain
circumstances.

         Article III of the Company's By-Laws provides for indemnification of
officers and directors to the extent permitted by the DGCL.  The Company also
has policies insuring its officers and directors against certain liabilities
for action taken in such capacities, including liabilities under the Act.

         Article Seventh of the Company's Restated Certificate of
Incorporation, as amended, adopted the provision of Delaware law limiting or
eliminating the potential monetary liability of directors to the Company or its
stockholders for breaches of a director's fiduciary duty of care.  However, the
provision does not limit or eliminate the liability of a director for
disloyalty to the Company or its stockholders, failing to act in good faith,
engaging in intentional misconduct or a knowing violation of the law, obtaining
an improper personal benefit or paying a dividend or approving a stock
repurchase that was illegal under section 174 of the DGCL.

         Article Seventh also provides that if the DGCL is subsequently amended
to authorize further limitation or elimination of the liability of directors,
such subsequent limitation or elimination of director's liability will be
automatically implemented without further stockholder action.  Furthermore,
repeal or modification of the terms of Article Seventh will not adversely
affect any right or protection of a director existing at the time of such
repeal or modification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Pursuant to compensation arrangements approved by the Board of 
Directors of the

                                      II-1
11
Company, the Company issued the Shares to Mr. Honea.  The issuance of the
Shares were deemed to be exempt from registration under the Act in reliance on
Section 4(2) of the Act, as a transaction not involving any public offering.
The appropriate restrictive legends were affixed to the certificate evidencing
the Shares and Mr. Honea represented his intention to acquire the Shares for
investment only  and not with a view to or for sale in connection with any
distribution thereof.  Mr. Honea had adequate access, through his position as
Chairman of the Board of Directors and President and Chief Executive Officer of
the Company, to information about the Company.

ITEM 8.  EXHIBITS
Exhibit No.                               Description of Exhibit
         -----------                               ----------------------
4.1            Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.1
                          to the Company's Registration Statement on Form S-3 (No. 33-52833)).

           4.2            By-Laws of the Company (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement 
                          on Form S-8 (No. 33-54241))

           5.             Opinion of Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the Company

          23.1            Consent of Coopers & Lybrand

          23.2            Consent of Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the Company
                          (contained in the opinion attached hereto as Exhibit 5)

          24              Powers of Attorney of each of the directors and officers of the Company whose name appears on the 
                          signature pages hereof
ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i)      To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933, as amended (the "Securities
         Act");

                 (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or
         the most recent post-effective amendment thereof)

                                      II-2
12
         which, individually or in the aggregate, represent a fundamental
         change in the information set forth in the Registration Statement; and

                 (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

provided, however, that paragraphs (i) and (ii) above do not apply if this
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 this
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.

         (4)     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 this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (5)     That, insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
person for the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange 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 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.

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13
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 this 23 day of June,
1994.

                                                 NORAM ENERGY CORP.
                                                 (Registrant)

                                                 By /s/ Michael B. Bracy
                                                    -------------------------
                                                    (Michael B. Bracy)
                                                    Executive Vice President and
                                                    Principal Financial Officer

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
/s/  T. MILTON HONEA              Principal executive                  June 23, 1994
  ---------------------              officer and Director                                              
    (T. Milton Honea)                          
 Chairman of the Board and
  Chief Executive Officer

   /s/ MICHAEL B. BRACY              Principal financial
   --------------------              officer and Director                   
    (Michael B. Bracy)                         
Executive Vice President and
Principal Financial Officer

  /s/ JACK W. ELLIS, II              Principal accounting
  ---------------------              officer                            
   (Jack W. Ellis, II)               
   Vice President and
  Corporate Controller

   JOE E. CHENOWETH*                 Director
   -----------------                         
  (Joe E. Chenoweth)

 O. HOLCOMBE CROSSWELL*              Director
 ----------------------            
(O. Holcombe Crosswell)
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WALTER A. DEROECK*                Director
- ------------------                        
(Walter A. DeRoeck)

DONALD H. FLANDERS*               Director
- -------------------                       
(Donald H. Flanders)

JAMES O. FOGLEMAN*                Director
- ------------------                        
(James O. Fogleman)

JOHN P. GOVER*                    Director
- --------------                            
(John P. Gover)

ROBERT C. HANNA*                  Director
- ----------------                          
(Robert C. Hanna)

MYRA JONES*                       Director
- -----------                               
(Myra Jones)

SIDNEY MONCRIEF*                  Director
- ----------------                          
(Sidney Moncrief)

LARRY C. WALLACE*                 Director
- -----------------                         
(Larry C. Wallace)

D. W. WEIR, SR.*                  Director
- ----------------                                   
(D. W. Weir, Sr.)

*By  /s/ Michael B. Bracy                                           June 23, 1994
    ------------------------------------                                         
    (Michael B. Bracy
    Attorney-in-Fact)
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                               INDEX TO EXHIBITS
Sequentially
Exhibit                                                                        Numbered
 No.                      Description of Exhibit                                 Page
 ---                      ----------------------                                 ----
4.1    -       Restated Certificate of Incorporation of the                       *
                 Company, as amended (incorporated by reference
                 to Exhibit 4.1 to the Company's Registration
                 Statement on Form S-3 (No. 33-52833)).

  4.2    -       By-Laws of the Company (incorporated by                            *
                 reference to Exhibit 4.2 to the Company's
                 Registration Statement on Form S-8 (No. 33-54241))

  5      -       Opinion of Hubert Gentry, Jr.,
                 Senior Vice President, General Counsel
                 and Secretary

 23.1    -       Consent of Coopers & Lybrand

 23.2    -       Consent of Hubert Gentry, Jr., Senior
                 Vice President, General Counsel and
                 Secretary (contained in the opinion
                 attached hereto as Exhibit 5)

 24      -       Powers of Attorney of each of the directors
                 and officers of the Company whose name appears
                 on the signature pages hereof
____________________

*  Incorporated by reference.

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