As filed with the Securities and Exchange Commission on January 14, 1999.
                                       Registration Statement No. 333-


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



                                FORM S-8

                         REGISTRATION STATEMENT
                                  UNDER
                         THE SECURITIES ACT OF 1933

                  Leviathan Gas Pipeline Partners, L.P.
         (Exact name of registrant as specified in its charter)

           Delaware                                    76-0396023
(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)

                     LEVIATHAN GAS PIPELINE PARTNERS, L.P.
                        1998 OMNIBUS COMPENSATION PLAN
                1998 UNIT OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

                            (Full title of the Plans)

                               Britton White Jr.
                 Executive Vice President and General Counsel
                            El Paso Energy Corporation
                            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)


                                   copy to:
                           G. Michael O'Leary, Esq.
                           Andrews & Kurth L.L.P.
                           600 Travis, Suite 4200
                            Houston, Texas 77002

<TABLE>
<CAPTION>
==================================================================================================
Title of Securities to be Registered   |   Amount       | Proposed     |Proposed    |
                                       |   to be        | Maximum      |Maximum     |Amount of
                                       | registered     | Offering     |Aggregate   |Registration
                                       |   (1)(2)       |  Price       |Offering    |   Fee
                                       |                |Per Unit (2)  |Price (2)   |
                                       |                |              |            |
--------------------------------------------------------------------------------------------------
 <S>                                      <C>               <C>         <C>          <C>    
 Common Units representing limited     |  3,100,000     |   $22.4375    |$69,556,250 |$19,336.64
 partner interests in the Registrant   |    Units       |              |            |
 ("Units")                             |                |              |            |
==================================================================================================
(1) The  number  of Units registered hereby is subject to adjustment to prevent dilution resulting
    from Unit splits, Unit dividends or similar transactions.

(2) Estimated solely  for  the purpose of calculating the amount of the registration fee pursuant
    to Rule 457(h) under the  Securities Act, based upon the average of the high and low price per
    Unit of the Registrant's Common  Units  on  the New York Stock Exchange on January 12, 1999, as
    reported in The Wall Street Journal on January 13, 1999.
</TABLE>
<PAGE>

                                       PART I

                    INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

   The document(s) containing the information specified  in Part I of Form S-8
will be sent or given to participants as specified by Rule  428(b)(1)  of  the
Securities  Act  of  1933, as amended (the "Securities Act").  These documents
and the documents incorporated  herein by reference pursuant to Item 3 of Part
II of this Registration Statement,  taken  together,  constitute  a prospectus
that  meets  the  requirements  of  Section  10(a) of the Securities Act  (the
"Prospectus").

                                      PART II

                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

   Leviathan  Gas  Pipeline  Partners, L.P. (the  "Partnership")  incorporates
herein by reference the following  documents  as  of their respective dates as
filed with the Securities and Exchange Commission (the "Commission") (File No.
1-1168):

        (a)   the Partnership's Annual Report on Form 10-K for the year ended
              December 31, 1997, filed March 27, 1998;

        (b)   the  Partnership's  Quarterly  Reports  on  Form 10-Q  for  the
              periods ended March 31, 1998, June  30,  1998 and September 30,
              1998,  filed  May 14, 1998, August 13, 1998  and  November  13,
              1998, respectively;  and  the  Partnership's  Current Report on
              Form 8-K filed September 16, 1998; and

        (c)   the description of the Partnership's Common Units  contained in
              its Registration Statement on Form 8-A filed January 25, 1993.

   All documents filed by the Partnership pursuant to Section 13(a), 13(c), 14
or  15(d)  of  the  Securities Exchange Act of 1934, as amended (the "Exchange
Act") subsequent to the  date  of this Registration Statement and prior to the
filing  of a post-effective amendment  which  indicates  that  all  securities
offered hereby  have  been  sold or which deregisters all such securities then
remaining unsold, shall be deemed  to  be incorporated by reference herein and
to be a part hereof from the date of filing  of 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 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 the Prospectus.

Item 4.  Description of Securities.

    The information required by Item  4 is not applicable to this Registration
Statement since the class of securities  to  be  offered  is  registered under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

     None.

Item 6.  Indemnification of Directors and Officers.

   Section  17-108  of the Delaware Revised Uniform Limited Partnership Act
empowers a Delaware limited  partnership to indemnify and hold harmless any
partner or other person from and against all claims and demands whatsoever.
Section 6.7  of  the Amended and  Restated  Partnership  Agreement  of  the
Partnership (the "Partnership  Agreement")  provides  that  to  the fullest
extent  permitted  by law, (i) the general partner of the Partnership  (the
"General  Partner"),   (ii) any   former   General  Partner  (a  "Departing
Partner"), and (iii) any person who is or was an officer or director of the
General  Partner or any Departing Partner shall  be  indemnified  and  held
harmless by the Partnership.  In addition, (a) any individual, corporation,
partnership,  trust,  unincorporated  organization,  association  or  other
entity (collectively, a "Person") who is or was an affiliate of the General
Partner  or  any  Departing  Partner,  (b) any  employee, partner, agent or
trustee  of  the  General  Partner,  any  Departing  Partner  or  any  such
affiliate, or (c) any Person who is or was serving at  the  request  of the
General Partner, any Departing Partner or any such affiliate as a director,
officer,  employee,  partner,  agent  or  trustee  of another Person may be
indemnified  and  held harmless by the Partnership, to  the  extent  deemed
advisable by the General  Partner,  from  and  against  any and all losses,
claims,  damages,  liabilities  (joint  or  several),  expenses  (including
without limitation, legal fees and expenses), judgments, fines, settlements
and other amounts arising from any and all claims, demands,  actions, suits
or  proceedings,  whether civil, criminal, administrative or investigative,
in which any indemnitee  may  be involved, or is threatened to be involved,
as  a  party or otherwise, by reason  of  its  status  as  (x) the  General
Partner,  a  Departing  Partner or any of their affiliates, (y) an officer,
director, employee, partner,  agent  or trustee of the General Partner, any
Departing Partner or any of their affiliates or (z) a Person serving at the
request  of  the  Partnership in another  entity  in  a  similar  capacity;
provided, that in each case the indemnitee acted in good faith, in a manner
which such indemnitee  believed  to  be  in,  or  not  opposed to, the best
interests of the Partnership and, with respect to any criminal  proceeding,
had no reasonable cause to believe its conduct was unlawful.

   Section 6.7 of the Partnership Agreement also states that to the fullest
extent permitted by law, expenses (including without limitation, reasonable
legal fees and  expenses) incurred by an indemnitee in defending any claim,
demand action, suit  or proceeding shall, from time to time, be advanced by
the Partnership prior  to  the  final  disposition  of  such claim, demand,
action,  suit  or  proceeding  upon  receipt  by  the  Partnership   of  an
undertaking  by  or on behalf of the indemnitee to repay such amount if  it
shall be determined  that  the indemnitee is not entitled to be indemnified
as authorized by the Partnership Agreement.

    Additionally, Section 6.8 of the Partnership Agreement  provides that no
indemnitee  shall  be  liable for monetary damages to the Partnership,  the
limited partners of the  Partnership or any other Persons who have acquired
interests in common or preference  units  of  the  Partnership,  for losses
sustained  or  liabilities  incurred as a result of any act or omission  if
such indemnitee acted in good faith.

Item 7.  Exemption from Registration Claimed.

    The information required by Item 7 is not applicable to this Registration
Statement.

Item 8.  Exhibits.

Exhibit
Number  Description
------- ------------
  5.1   Opinion of Andrews & Kurth L.L.P. as to the validity of the securities
         being registered.

 23.1   Consent of PricewaterhouseCoopers LLP.

 23.2   Consent of Deloitte & Touche LLP.

 23.3   Consent of Arthur Andersen LLP.

 23.4   Consent of Netherland, Sewell & Associates, Inc.

 23.5   Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

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

 99.1   Leviathan Gas Pipeline Partners, L.P. 1998 Omnibus Compensation Plan
        (incorporated by reference to Exhibit 10.1 of the Partnership's
        Quarterly Report on Form 10-Q for the quarter ended September 30,
        1998).

 99.2   Leviathan Gas Pipeline  Partners, L.P. 1998 Unit Option Plan for Non-
        Employee  Directors  (incorporated by reference to Exhibit 10.2 of the
        Partnership's Quarterly Report on Form 10-Q for the quarter ended
        September 30, 1998).


Item 9. Undertakings.

       (a)     The undersigned registrant hereby undertakes:

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

              (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act;

              (ii)  To reflect in the prospectus any facts or events  arising
                    after  the effective date of the registration statement(or
                    the most recent post-effective  amendment thereof) which,
                    individually or in the aggregate, represent  a fundamental
                    change in the  information  set  forth in the registration
                    statement. Notwithstanding the foregoing, any increase or
                    decrease  in  volume of securities offered (if the total
                    dollar  value  of securities offered  would  not  exceed
                    that  which was registered) and any deviation from the low
                    or high end of the estimated  maximum offering range may
                    be  reflected  in  the  form of prospectus filed with  the
                    Commission pursuant to Rule 424(b) if, in  the  aggregate,
                    the  changes in volume and price represent no more than a
                    20 percent change in the  maximum  aggregate offering price
                    set forth in the "Calculation of Registration Fee" table  in
                    the  effective registration statement;

             (iii) To  include  any material information with respect to the
                   plan of distribution not previously disclosed in the
                   registration statement or any material change to such
                   information in the registration statement:

  Provided, however, that paragraphs  (1)(i)  and (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
           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.

      (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 provisions
           described  in  Item  6  of  this Registration  Statement, 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>

                             SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that  it meets
all of  the  requirements  for  filing  on  Form S-8 and has duly caused this
Registration Statement  to  be  signed  on  its behalf  by  the  undersigned,
thereunto  duly  authorized,  in  the  City of Houston,  State  of  Texas, on
January 13, 1999.

                                  Leviathan Gas Pipeline Partners, L.P.
                                  (Registrant)

                                  By:   Leviathan Gas Pipeline Company,
                                        its General Partner

                                  By:   /s/ Grant E. Sims
                                       --------------------------------
                                            Grant E. Sims
                                        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 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           Chairman of the Board     January 13, 1999
  -------------------              and Director
      William A. Wise 

  /s/ Grant E. Sims               Chief Executive         January 13, 1999
  -------------------                Officer and               
      Grant E. Sims                    Director  

  /s/ James H. Lytal               President and          January 13, 1999
  -------------------                  Director           

  /s/ H. Brent Austin              Executive Vice         January 13, 1999
  --------------------             President and   
      H. Brent Austin                Director


  /s/ Robert G. Phillips           Executive Vice          January 13, 1999
  ----------------------           President and
      Robert G. Phillips              Director


  /s/ Keith B. Forman             Vice President and       January 13, 1999
  ----------------------        Chief Financial Officer  
      Keith B. Forman


  /s/ D. Mark Leland              Vice President and       January 13, 1999
  ----------------------              Controller                    
      D. Mark Leland          (Chief Accounting Officer)

   /s/ Malcolm Wallop                  Director             January 13, 1999
  ----------------------
       Malcolm Wallop                                                   


<PAGE>
Exhibit
Number  Description
------- ------------
  5.1   Opinion of Andrews & Kurth L.L.P. as to the validity of the securities
         being registered.

 23.1   Consent of PricewaterhouseCoopers LLP.

 23.2   Consent of Deloitte & Touche LLP.

 23.3   Consent of Arthur Andersen LLP.

 23.4   Consent of Netherland, Sewell & Associates, Inc.

 23.5   Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

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

 99.1   Leviathan Gas Pipeline Partners, L.P. 1998 Omnibus Compensation Plan
        (incorporated by reference to Exhibit 10.1 of the Partnership's
        Quarterly Report on Form 10-Q for the quarter ended September 30,
        1998).

 99.2   Leviathan Gas Pipeline  Partners, L.P. 1998 Unit Option Plan for Non-
        Employee  Directors  (incorporated by reference to Exhibit 10.2 of the
        Partnership's Quarterly Report on Form 10-Q for the quarter ended
        September 30, 1998).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20895}]
{"company-data": {"conformed-name": "LEVIATHAN GAS PIPELINE PARTNERS L P", "cik": "0000895040", "assigned-sic": "1311", "irs-number": "760396023", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70617", "film-number": "99506669"}, "business-address": {"street1": "600 TRAVIS STE 7200", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7132247400"}, "mail-address": {"street1": "1001 LOUISIANA STREET", "street2": "P.O. BOX 2511", "city": "HOUSTON", "state": "TX", "zip": "77252"}}
As filed with the Securities and Exchange Commission on January 14, 1999.
                                       Registration Statement No. 333-

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

                                FORM S-8

                         REGISTRATION STATEMENT
                                  UNDER
                         THE SECURITIES ACT OF 1933

                  Leviathan Gas Pipeline Partners, L.P.
         (Exact name of registrant as specified in its charter)

           Delaware                                    76-0396023
(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)

                     LEVIATHAN GAS PIPELINE PARTNERS, L.P.
                        1998 OMNIBUS COMPENSATION PLAN
                1998 UNIT OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

                            (Full title of the Plans)

                               Britton White Jr.
                 Executive Vice President and General Counsel
                            El Paso Energy Corporation
                            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)

                                   copy to:
                           G. Michael O'Leary, Esq.
                           Andrews & Kurth L.L.P.
                           600 Travis, Suite 4200
                            Houston, Texas 77002
==================================================================================================
Title of Securities to be Registered   |   Amount       | Proposed     |Proposed    |
                                       |   to be        | Maximum      |Maximum     |Amount of
                                       | registered     | Offering     |Aggregate   |Registration
                                       |   (1)(2)       |  Price       |Offering    |   Fee
                                       |                |Per Unit (2)  |Price (2)   |
                                       |                |              |            |
--------------------------------------------------------------------------------------------------
Common Units representing limited     |  3,100,000     |   $22.4375    |$69,556,250 |$19,336.64
 partner interests in the Registrant   |    Units       |              |            |
 ("Units")                             |                |              |            |
==================================================================================================
(1) The  number  of Units registered hereby is subject to adjustment to prevent dilution resulting
    from Unit splits, Unit dividends or similar transactions.

(2) Estimated solely  for  the purpose of calculating the amount of the registration fee pursuant
    to Rule 457(h) under the  Securities Act, based upon the average of the high and low price per
    Unit of the Registrant's Common  Units  on  the New York Stock Exchange on January 12, 1999, as
    reported in The Wall Street Journal on January 13, 1999.
PART I

                    INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

   The document(s) containing the information specified  in Part I of Form S-8
will be sent or given to participants as specified by Rule  428(b)(1)  of  the
Securities  Act  of  1933, as amended (the "Securities Act").  These documents
and the documents incorporated  herein by reference pursuant to Item 3 of Part
II of this Registration Statement,  taken  together,  constitute  a prospectus
that  meets  the  requirements  of  Section  10(a) of the Securities Act  (the
"Prospectus").

                                      PART II

                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

   Leviathan  Gas  Pipeline  Partners, L.P. (the  "Partnership")  incorporates
herein by reference the following  documents  as  of their respective dates as
filed with the Securities and Exchange Commission (the "Commission") (File No.
1-1168):

        (a)   the Partnership's Annual Report on Form 10-K for the year ended
              December 31, 1997, filed March 27, 1998;

        (b)   the  Partnership's  Quarterly  Reports  on  Form 10-Q  for  the
              periods ended March 31, 1998, June  30,  1998 and September 30,
              1998,  filed  May 14, 1998, August 13, 1998  and  November  13,
              1998, respectively;  and  the  Partnership's  Current Report on
              Form 8-K filed September 16, 1998; and

        (c)   the description of the Partnership's Common Units  contained in
              its Registration Statement on Form 8-A filed January 25, 1993.

   All documents filed by the Partnership pursuant to Section 13(a), 13(c), 14
or  15(d)  of  the  Securities Exchange Act of 1934, as amended (the "Exchange
Act") subsequent to the  date  of this Registration Statement and prior to the
filing  of a post-effective amendment  which  indicates  that  all  securities
offered hereby  have  been  sold or which deregisters all such securities then
remaining unsold, shall be deemed  to  be incorporated by reference herein and
to be a part hereof from the date of filing  of 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 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 the Prospectus.

Item 4.  Description of Securities.

    The information required by Item  4 is not applicable to this Registration
Statement since the class of securities  to  be  offered  is  registered under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

     None.

Item 6.  Indemnification of Directors and Officers.

   Section  17-108  of the Delaware Revised Uniform Limited Partnership Act
empowers a Delaware limited  partnership to indemnify and hold harmless any
partner or other person from and against all claims and demands whatsoever.
Section 6.7  of  the Amended and  Restated  Partnership  Agreement  of  the
Partnership (the "Partnership  Agreement")  provides  that  to  the fullest
extent  permitted  by law, (i) the general partner of the Partnership  (the
"General  Partner"),   (ii) any   former   General  Partner  (a  "Departing
Partner"), and (iii) any person who is or was an officer or director of the
General  Partner or any Departing Partner shall  be  indemnified  and  held
harmless by the Partnership.  In addition, (a) any individual, corporation,
partnership,  trust,  unincorporated  organization,  association  or  other
entity (collectively, a "Person") who is or was an affiliate of the General
Partner  or  any  Departing  Partner,  (b) any  employee, partner, agent or
trustee  of  the  General  Partner,  any  Departing  Partner  or  any  such
affiliate, or (c) any Person who is or was serving at  the  request  of the
General Partner, any Departing Partner or any such affiliate as a director,
officer,  employee,  partner,  agent  or  trustee  of another Person may be
indemnified  and  held harmless by the Partnership, to  the  extent  deemed
advisable by the General  Partner,  from  and  against  any and all losses,
claims,  damages,  liabilities  (joint  or  several),  expenses  (including
without limitation, legal fees and expenses), judgments, fines, settlements
and other amounts arising from any and all claims, demands,  actions, suits
or  proceedings,  whether civil, criminal, administrative or investigative,
in which any indemnitee  may  be involved, or is threatened to be involved,
as  a  party or otherwise, by reason  of  its  status  as  (x) the  General
Partner,  a  Departing  Partner or any of their affiliates, (y) an officer,
director, employee, partner,  agent  or trustee of the General Partner, any
Departing Partner or any of their affiliates or (z) a Person serving at the
request  of  the  Partnership in another  entity  in  a  similar  capacity;
provided, that in each case the indemnitee acted in good faith, in a manner
which such indemnitee  believed  to  be  in,  or  not  opposed to, the best
interests of the Partnership and, with respect to any criminal  proceeding,
had no reasonable cause to believe its conduct was unlawful.

   Section 6.7 of the Partnership Agreement also states that to the fullest
extent permitted by law, expenses (including without limitation, reasonable
legal fees and  expenses) incurred by an indemnitee in defending any claim,
demand action, suit  or proceeding shall, from time to time, be advanced by
the Partnership prior  to  the  final  disposition  of  such claim, demand,
action,  suit  or  proceeding  upon  receipt  by  the  Partnership   of  an
undertaking  by  or on behalf of the indemnitee to repay such amount if  it
shall be determined  that  the indemnitee is not entitled to be indemnified
as authorized by the Partnership Agreement.

    Additionally, Section 6.8 of the Partnership Agreement  provides that no
indemnitee  shall  be  liable for monetary damages to the Partnership,  the
limited partners of the  Partnership or any other Persons who have acquired
interests in common or preference  units  of  the  Partnership,  for losses
sustained  or  liabilities  incurred as a result of any act or omission  if
such indemnitee acted in good faith.

Item 7.  Exemption from Registration Claimed.

    The information required by Item 7 is not applicable to this Registration
Statement.

Item 8.  Exhibits.

Exhibit
Number  Description
------- ------------
  5.1   Opinion of Andrews & Kurth L.L.P. as to the validity of the securities
         being registered.

 23.1   Consent of PricewaterhouseCoopers LLP.

 23.2   Consent of Deloitte & Touche LLP.

 23.3   Consent of Arthur Andersen LLP.

 23.4   Consent of Netherland, Sewell & Associates, Inc.

 23.5   Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

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

 99.1   Leviathan Gas Pipeline Partners, L.P. 1998 Omnibus Compensation Plan
        (incorporated by reference to Exhibit 10.1 of the Partnership's
        Quarterly Report on Form 10-Q for the quarter ended September 30,
        1998).

 99.2   Leviathan Gas Pipeline  Partners, L.P. 1998 Unit Option Plan for Non-
        Employee  Directors  (incorporated by reference to Exhibit 10.2 of the
        Partnership's Quarterly Report on Form 10-Q for the quarter ended
        September 30, 1998).

Item 9. Undertakings.

       (a)     The undersigned registrant hereby undertakes:

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

              (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act;

              (ii)  To reflect in the prospectus any facts or events  arising
                    after  the effective date of the registration statement(or
                    the most recent post-effective  amendment thereof) which,
                    individually or in the aggregate, represent  a fundamental
                    change in the  information  set  forth in the registration
                    statement. Notwithstanding the foregoing, any increase or
                    decrease  in  volume of securities offered (if the total
                    dollar  value  of securities offered  would  not  exceed
                    that  which was registered) and any deviation from the low
                    or high end of the estimated  maximum offering range may
                    be  reflected  in  the  form of prospectus filed with  the
                    Commission pursuant to Rule 424(b) if, in  the  aggregate,
                    the  changes in volume and price represent no more than a
                    20 percent change in the  maximum  aggregate offering price
                    set forth in the "Calculation of Registration Fee" table  in
                    the  effective registration statement;

             (iii) To  include  any material information with respect to the
                   plan of distribution not previously disclosed in the
                   registration statement or any material change to such
                   information in the registration statement:

  Provided, however, that paragraphs  (1)(i)  and (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
           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.

      (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 provisions
           described  in  Item  6  of  this Registration  Statement, 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.
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that  it meets
all of  the  requirements  for  filing  on  Form S-8 and has duly caused this
Registration Statement  to  be  signed  on  its behalf  by  the  undersigned,
thereunto  duly  authorized,  in  the  City of Houston,  State  of  Texas, on
January 13, 1999.

                                  Leviathan Gas Pipeline Partners, L.P.
                                  (Registrant)

                                  By:   Leviathan Gas Pipeline Company,
                                        its General Partner

                                  By:   /s/ Grant E. Sims
                                       --------------------------------
                                            Grant E. Sims
                                        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 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           Chairman of the Board     January 13, 1999
  -------------------              and Director
      William A. Wise 

  /s/ Grant E. Sims               Chief Executive         January 13, 1999
  -------------------                Officer and               
      Grant E. Sims                    Director  

  /s/ James H. Lytal               President and          January 13, 1999
  -------------------                  Director           

  /s/ H. Brent Austin              Executive Vice         January 13, 1999
  --------------------             President and   
      H. Brent Austin                Director

  /s/ Robert G. Phillips           Executive Vice          January 13, 1999
  ----------------------           President and
      Robert G. Phillips              Director

  /s/ Keith B. Forman             Vice President and       January 13, 1999
  ----------------------        Chief Financial Officer  
      Keith B. Forman

  /s/ D. Mark Leland              Vice President and       January 13, 1999
  ----------------------              Controller                    
      D. Mark Leland          (Chief Accounting Officer)

   /s/ Malcolm Wallop                  Director             January 13, 1999
  ----------------------
       Malcolm Wallop
Exhibit
Number  Description
------- ------------
  5.1   Opinion of Andrews & Kurth L.L.P. as to the validity of the securities
         being registered.

 23.1   Consent of PricewaterhouseCoopers LLP.

 23.2   Consent of Deloitte & Touche LLP.

 23.3   Consent of Arthur Andersen LLP.

 23.4   Consent of Netherland, Sewell & Associates, Inc.

 23.5   Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

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

 99.1   Leviathan Gas Pipeline Partners, L.P. 1998 Omnibus Compensation Plan
        (incorporated by reference to Exhibit 10.1 of the Partnership's
        Quarterly Report on Form 10-Q for the quarter ended September 30,
        1998).

 99.2   Leviathan Gas Pipeline  Partners, L.P. 1998 Unit Option Plan for Non-
        Employee  Directors  (incorporated by reference to Exhibit 10.2 of the
        Partnership's Quarterly Report on Form 10-Q for the quarter ended
        September 30, 1998).