<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 2000

                                                      REGISTRATION NO. 333-
================================================================================

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           EL PASO ENERGY CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                             76-0568816
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

                             EL PASO ENERGY BUILDING
                              1001 LOUISIANA STREET
                              HOUSTON, TEXAS 77002
                                 (713) 420-2131
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

                           EL PASO ENERGY CORPORATION
                              STRATEGIC STOCK PLAN
                            (FULL TITLE OF THE PLAN)

                             BRITTON WHITE JR., ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             EL PASO ENERGY BUILDING
                              1001 LOUISIANA STREET
                              HOUSTON, TEXAS 77002
                                 (713) 420-2131
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                                        PROPOSED
                                                                       PROPOSED          MAXIMUM
                                                                       MAXIMUM          AGGREGATE       AMOUNT OF
             TITLE OF SECURITIES                  AMOUNT TO BE      OFFERING PRICE      OFFERING      REGISTRATION
               TO BE REGISTERED                  REGISTERED (1)      PER SHARE (2)      PRICE (2)        FEE (2)
--------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                 <C>               <C>             <C>
Common Stock (including associated preferred
stock purchase rights), par value $3.00 per     2,000,000 shares        $37.50        $75,000,000       $19,800
share
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes an indeterminate amount of additional shares which may be
     necessary to adjust the number of shares reserved for issuance as a result
     of any future stock split, stock dividend or similar adjustment of the
     outstanding Common Stock of the Registrant.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h), based upon the average of the high and low prices
     of a share of the Registrant's Common Stock for January 12, 2000 as
     reported on the New York Stock Exchange and in The Wall Street Journal on
     January 13, 2000.

================================================================================

<PAGE>   2





               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This Registration Statement on Form S-8 is being filed solely to
register additional securities. In accordance with General Instruction E of Form
S-8, the Registrant hereby incorporates by reference the contents of the
Registrant's registration statement on Form S-8 (No. 333-26823), including
Post-Effective Amendment No. 1 thereto, relating to the El Paso Energy
Corporation Strategic Stock Plan.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference in this Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the year
         ended December 31, 1998, which contains audited financial statements
         for the most recent year for which such statements have been filed;

                  (b) All other reports filed by the Registrant pursuant to
         Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal
         year covered by the Annual Report referred to in (a) above;

                  (c) The Joint Proxy Statement/Prospectus dated April 7, 1999,
         filed with the Commission pursuant to Rule 424(b) under the Securities
         Act of 1933, as amended (the "Securities Act"), and included in its
         Registration Statement on Form S-4 (File No. 333-75781) and as amended
         by Amendment No. 1 dated April 8, 1999, and as further amended by
         Amendment No. 2, dated April 30, 1999; and

                  (d) The description of the Registrant's Common Stock, par
         value $3.00 per share, contained in the Registrant's Registration
         Statement on Form 8-A filed with the Commission on August 3, 1998, and
         a description of the Registrant's preferred stock purchase rights
         associated with its Common Stock, contained in Registrant's
         Registration Statement on Form 8-A/A filed with the Commission on
         January 29, 1999, pursuant to Section 12 of the Exchange Act, including
         any amendments or reports filed for the purposes of updating such
         descriptions.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of the Registration Statement and the
prospectus to the extent that a statement contained herein or in any
subsequently filed




<PAGE>   3

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 the Registration Statement or Prospectus.

ITEM 8.  EXHIBITS.

       Exhibit
       Number         Description

        5.1           Opinion of Andrews & Kurth L.L.P. regarding the legality
                      of the securities being registered hereunder.

       10.1           El Paso Energy Corporation Strategic Stock Plan, Amended
                      and Restated as of December 3, 1999.

       23.1           Consent of Counsel (included in the opinion filed as
                      Exhibit 5.1 to this Registration Statement).

       23.2           Consent of PricewaterhouseCoopers LLP.

       24.1           Power of Attorney (set forth on the signature page
                      contained in Part II of this Registration Statement).


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 this 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 this
                  Registration Statement; and

                           (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 this Registration Statement;




<PAGE>   4

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to 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 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted 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.


<PAGE>   5



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 14 day of January,
2000.


                                      EL PASO ENERGY CORPORATION



                                      By:           /s/ William A. Wise
                                         ---------------------------------------
                                                      WILLIAM A. WISE
                                           President and Chief Executive Officer


                               POWER OF ATTORNEY

         Each person whose individual signature appears below hereby authorizes
H. Brent Austin and Britton White Jr., and each of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on behalf of such
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates as indicated.


<TABLE>
<CAPTION>
               Signature                                  Title                                       Date
               ---------                                  -----                                       ----
<S>                                            <C>                                             <C>
          /s/ William A. Wise                  President, Chief Executive                      January 14, 2000
-----------------------------------------      Officer and Director
            William A. Wise


          /s/ H. Brent Austin                  Executive Vice President                        January 14, 2000
-----------------------------------------      and Chief Financial Officer
            H. Brent Austin



         /s/ Jeffrey I. Beason                 Senior Vice President and Controller            January 14, 2000
-----------------------------------------      (Chief Accounting Officer)
           Jeffrey I. Beason
</TABLE>




<PAGE>   6



<TABLE>
<S>                                            <C>                                             <C>
        /s/ Ronald L. Kuehn, Jr.               Chairman of the Board                           January 14, 2000
-----------------------------------------
          Ronald L. Kuehn, Jr.

          /s/ Byron Allumbaugh                 Director                                        January 14, 2000
-----------------------------------------
            Byron Allumbaugh

        /s/ Juan Carlos Braniff                Director                                        January 14, 2000
-----------------------------------------
          Juan Carlos Braniff

          /s/ James F. Gibbons                 Director                                        January 14, 2000
-----------------------------------------
            James F. Gibbons

            /s/ Ben F. Love                    Director                                        January 14, 2000
-----------------------------------------
              Ben F. Love

           /s/ Max L. Lukens                   Director                                        January 14, 2000
-----------------------------------------
             Max L. Lukens

         /s/ Kenneth L. Smalley                Director                                        January 14, 2000
-----------------------------------------
           Kenneth L. Smalley

         /s/ Adrian M. Tocklin                 Director                                        January 14, 2000
-----------------------------------------
           Adrian M. Tocklin

           /s/ Malcolm Wallop                  Director                                        January 14, 2000
-----------------------------------------
             Malcolm Wallop

            /s/ Joe B. Wyatt                   Director                                        January 14, 2000
-----------------------------------------
              Joe B. Wyatt

          /s/ Selim K. Zilkha                  Director                                        January 14, 2000
-----------------------------------------
            Selim K. Zilkha
</TABLE>


<PAGE>   7



                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
         NUMBER                     DESCRIPTION
         ------                     -----------
<S>               <C>
          5.1     Opinion of Andrews & Kurth L.L.P., regarding the legality of
                  the securities being registered hereunder.

         10.1     El Paso Energy Corporation Strategic Stock Plan, Amended and
                  Restated as of December 3, 1999.

         23.1     Consent of Counsel (included in the opinion filed as Exhibit
                  5.1 to this Registration Statement).


         23.2     Consent of PricewaterhouseCoopers LLP.


         24.1     Power of Attorney (set forth on the signature page contained
                  in Part II of this Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "EL PASO ENERGY CORPORATION", "secsgml_size_bytes": 17242}]
{"company-data": {"conformed-name": "EL PASO ENERGY CORP/DE", "cik": "0001066107", "assigned-sic": "4922", "irs-number": "760568816", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94717", "film-number": "507750"}, "business-address": {"street1": "1001 LOUISIANA ST", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7134202131"}, "mail-address": {"street1": "1001 LOUISIANA ST", "city": "HOUSTON", "state": "TX", "zip": "77002"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 2000

                                                      REGISTRATION NO. 333-
================================================================================

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           EL PASO ENERGY CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                             76-0568816
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

                             EL PASO ENERGY BUILDING
                              1001 LOUISIANA STREET
                              HOUSTON, TEXAS 77002
                                 (713) 420-2131
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

                           EL PASO ENERGY CORPORATION
                              STRATEGIC STOCK PLAN
                            (FULL TITLE OF THE PLAN)

                             BRITTON WHITE JR., ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             EL PASO ENERGY BUILDING
                              1001 LOUISIANA STREET
                              HOUSTON, TEXAS 77002
                                 (713) 420-2131
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                                                        PROPOSED
                                                                       PROPOSED          MAXIMUM
                                                                       MAXIMUM          AGGREGATE       AMOUNT OF
             TITLE OF SECURITIES                  AMOUNT TO BE      OFFERING PRICE      OFFERING      REGISTRATION
               TO BE REGISTERED                  REGISTERED (1)      PER SHARE (2)      PRICE (2)        FEE (2)
--------------------------------------------------------------------------------------------------------------------
Common Stock (including associated preferred
stock purchase rights), par value $3.00 per     2,000,000 shares        $37.50        $75,000,000       $19,800
share
--------------------------------------------------------------------------------------------------------------------
(1)  Includes an indeterminate amount of additional shares which may be
     necessary to adjust the number of shares reserved for issuance as a result
     of any future stock split, stock dividend or similar adjustment of the
     outstanding Common Stock of the Registrant.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h), based upon the average of the high and low prices
     of a share of the Registrant's Common Stock for January 12, 2000 as
     reported on the New York Stock Exchange and in The Wall Street Journal on
     January 13, 2000.

================================================================================
2

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This Registration Statement on Form S-8 is being filed solely to
register additional securities. In accordance with General Instruction E of Form
S-8, the Registrant hereby incorporates by reference the contents of the
Registrant's registration statement on Form S-8 (No. 333-26823), including
Post-Effective Amendment No. 1 thereto, relating to the El Paso Energy
Corporation Strategic Stock Plan.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference in this Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the year
         ended December 31, 1998, which contains audited financial statements
         for the most recent year for which such statements have been filed;

                  (b) All other reports filed by the Registrant pursuant to
         Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal
         year covered by the Annual Report referred to in (a) above;

                  (c) The Joint Proxy Statement/Prospectus dated April 7, 1999,
         filed with the Commission pursuant to Rule 424(b) under the Securities
         Act of 1933, as amended (the "Securities Act"), and included in its
         Registration Statement on Form S-4 (File No. 333-75781) and as amended
         by Amendment No. 1 dated April 8, 1999, and as further amended by
         Amendment No. 2, dated April 30, 1999; and

                  (d) The description of the Registrant's Common Stock, par
         value $3.00 per share, contained in the Registrant's Registration
         Statement on Form 8-A filed with the Commission on August 3, 1998, and
         a description of the Registrant's preferred stock purchase rights
         associated with its Common Stock, contained in Registrant's
         Registration Statement on Form 8-A/A filed with the Commission on
         January 29, 1999, pursuant to Section 12 of the Exchange Act, including
         any amendments or reports filed for the purposes of updating such
         descriptions.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of the Registration Statement and the
prospectus to the extent that a statement contained herein or in any
subsequently filed
3

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 the Registration Statement or Prospectus.

ITEM 8.  EXHIBITS.

       Exhibit
       Number         Description

        5.1           Opinion of Andrews & Kurth L.L.P. regarding the legality
                      of the securities being registered hereunder.

       10.1           El Paso Energy Corporation Strategic Stock Plan, Amended
                      and Restated as of December 3, 1999.

       23.1           Consent of Counsel (included in the opinion filed as
                      Exhibit 5.1 to this Registration Statement).

       23.2           Consent of PricewaterhouseCoopers LLP.

       24.1           Power of Attorney (set forth on the signature page
                      contained in Part II of this Registration Statement).

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 this 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 this
                  Registration Statement; and

                           (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 this Registration Statement;
4

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to 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 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 14 day of January,
2000.

                                      EL PASO ENERGY CORPORATION

                                      By:           /s/ William A. Wise
                                         ---------------------------------------
                                                      WILLIAM A. WISE
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

         Each person whose individual signature appears below hereby authorizes
H. Brent Austin and Britton White Jr., and each of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on behalf of such
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates as indicated.
Signature                                  Title                                       Date
               ---------                                  -----                                       ----
/s/ William A. Wise                  President, Chief Executive                      January 14, 2000
-----------------------------------------      Officer and Director
            William A. Wise

          /s/ H. Brent Austin                  Executive Vice President                        January 14, 2000
-----------------------------------------      and Chief Financial Officer
            H. Brent Austin

         /s/ Jeffrey I. Beason                 Senior Vice President and Controller            January 14, 2000
-----------------------------------------      (Chief Accounting Officer)
           Jeffrey I. Beason
6
/s/ Ronald L. Kuehn, Jr.               Chairman of the Board                           January 14, 2000
-----------------------------------------
          Ronald L. Kuehn, Jr.

          /s/ Byron Allumbaugh                 Director                                        January 14, 2000
-----------------------------------------
            Byron Allumbaugh

        /s/ Juan Carlos Braniff                Director                                        January 14, 2000
-----------------------------------------
          Juan Carlos Braniff

          /s/ James F. Gibbons                 Director                                        January 14, 2000
-----------------------------------------
            James F. Gibbons

            /s/ Ben F. Love                    Director                                        January 14, 2000
-----------------------------------------
              Ben F. Love

           /s/ Max L. Lukens                   Director                                        January 14, 2000
-----------------------------------------
             Max L. Lukens

         /s/ Kenneth L. Smalley                Director                                        January 14, 2000
-----------------------------------------
           Kenneth L. Smalley

         /s/ Adrian M. Tocklin                 Director                                        January 14, 2000
-----------------------------------------
           Adrian M. Tocklin

           /s/ Malcolm Wallop                  Director                                        January 14, 2000
-----------------------------------------
             Malcolm Wallop

            /s/ Joe B. Wyatt                   Director                                        January 14, 2000
-----------------------------------------
              Joe B. Wyatt

          /s/ Selim K. Zilkha                  Director                                        January 14, 2000
-----------------------------------------
            Selim K. Zilkha
7

                                INDEX TO EXHIBITS
NUMBER                     DESCRIPTION
         ------                     -----------
5.1     Opinion of Andrews & Kurth L.L.P., regarding the legality of
                  the securities being registered hereunder.

         10.1     El Paso Energy Corporation Strategic Stock Plan, Amended and
                  Restated as of December 3, 1999.

         23.1     Consent of Counsel (included in the opinion filed as Exhibit
                  5.1 to this Registration Statement).

         23.2     Consent of PricewaterhouseCoopers LLP.

         24.1     Power of Attorney (set forth on the signature page contained
                  in Part II of this Registration Statement).