Registration No. 333-
================================================================================

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                         CASCADE NATURAL GAS CORPORATION
             (Exact name of registrant as specified in its charter)

        Washington                                       91-0599090
 (State of Incorporation)                   (I.R.S. Employer Identification No.)

                            222 Fairview Avenue North
                            Seattle, Washington 98109
          (Address, including zip code, of principal executive offices)

                         CASCADE NATURAL GAS CORPORATION
                            1998 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                  J.D. WESSLING
                            Vice President -- Finance
                         Cascade Natural Gas Corporation
                            222 Fairview Avenue North
                            Seattle, Washington 98109
                                 (206) 624-3900
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


<TABLE>
=====================================================================================================================

                                           CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------------
                                                                   Proposed           Proposed
                                                                   Maximum            Maximum
                                             Amount to be      Offering Price        Aggregate          Amount of
  Title of Securities to be Registered        Registered          Per Share       Offering Price    Registration Fee
-----------------------------------------   --------------     --------------     --------------   ------------------

<S>                                         <C>                      <C>          <C>                     <C>
 Common Stock, $1 par value, (including     150,000 shares           (2)          $2,695,500 (2)          $750
    Preferred Stock Purchase Rights)
and options and other stock-based awards
         relating thereto (1)

---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Each share of Common Stock being registered  herender includes one Preferred
Stock Purchase Right exercisable on the terms and conditions  specified therein.
Prior to the occurrence of certain  events,  the Preferred Stock Purchase Rights
will not be evidenced  separately from the Common Stock;  value  attributable to
such rights,  if any, is reflected in the market price of the Common Stock.

(2) Pursuant to Rule 457(h),  the aggregate  offering  price is based on $17.97,
the  average of the high and low per share sales  prices of the Common  Stock on
the New York Stock Exchange Composite Transactions on September 29, 1999.

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

<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

               The  following   documents  filed  by  the  registrant  with  the
Securities  and  Exchange  Commission  are  incorporated  by  reference  in this
registration statement:

               (a) The  registrant's  annual  report  on Form  10-K for the year
ended September 30, 1998;

               (b) The  registrant's  quarterly  reports  on Form  10-Q  for the
quarters ended December 31, 1998, March 31, 1999, and June 30, 1999; and

               (c) The description of the registrant's  common stock and related
preferred  stock  purchase  rights  included  as Exhibit 99 to the  registrant's
current report on Form 8-K filed July 19, 1996.

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

ITEM 4.        DESCRIPTION OF SECURITIES.

               Not applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Indemnification

               Section  23B.08.310 of the Revised Code of Washington  ("RCW"), a
part of the Washington Business  Corporation Act (the "Act"),  provides that any
director  of a  corporation  against  whom a claim  shall be  asserted  under or
pursuant  to said  section  for the making of any  distribution  contrary to the
provisions of the Act or any other  restrictions  contained in the corporation's
articles  of  incorporation,  and who  shall be held  liable  thereon,  shall be
entitled  to a pro rata  contribution  from the  shareholders  who  accepted  or
received such  distribution,  knowing the same to have been made in violation of
the Act. Said section also provides that any such director  shall be entitled to
contribution  from the other  directors  who voted for or  assented  to any such
action upon which a claim is asserted under said section.

               Under RCW Sections  23B.08.510 to 23B.08.570 of the Act, a person
who is made a party to a proceeding  because such person is or was an officer or
director  of a  corporation  (an

                                      II-2
<PAGE>

"Indemnitee")  shall be indemnified by the corporation (unless the corporation's
articles  of  incorporation   provide  otherwise)  against  reasonable  expenses
incurred by the  Indemnitee in connection  with the proceeding if the Indemnitee
is wholly  successful,  on the merits or otherwise,  or if ordered by a court of
competent  jurisdiction.  In  addition,  under said  sections a  corporation  is
permitted to indemnify an Indemnitee  against liability incurred in a proceeding
if (i) the  Indemnitee's  conduct was in good faith,  (ii) in a manner he or she
reasonably  believed  was in the  corporation's  best  interests or at least not
opposed  to the  corporation's  best  interests,  (iii)  the  Indemnitee  had no
reasonable  cause to believe his or her conduct was  unlawful if the  proceeding
was a criminal  proceeding,  (iv) the Indemnitee was not adjudged  liable to the
corporation if the proceeding was by or in the right of the corporation, and (v)
the  Indemnitee  was not adjudged  liable on the basis that he or she improperly
received a personal benefit.  Indemnification in connection with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

               Article XVI, as amended, of the Restated Bylaws of the registrant
provides as follows:

               "Sec.  1. Each person who was or is made a party or is threatened
               to  be  made  a  party  to  or is  involved  (including,  without
               limitation,  as a witness)  in any actual or  threatened  action,
               suit or proceeding,  whether civil,  criminal,  administrative or
               investigative,  formal or informal, by reason of the fact that he
               or she is or was a director  or officer  of the  corporation  or,
               being or having been such a director or officer,  he or she is or
               was  serving at the  request of the  corporation  as a  director,
               officer,  employee  or  agent  of  another  corporation  or  of a
               partnership, joint venture, trust or other enterprise,  including
               service with respect to employee benefit plans, whether the basis
               of such proceeding is alleged action in an official capacity as a
               director,  officer,  employee  or agent or in any other  capacity
               while serving as a director, officer, employee or agent or in any
               other  capacity,  shall be  indemnified  and held harmless by the
               corporation  to the full extent  permitted by  applicable  law as
               then  in  effect,   against  all  expense,   liability  and  loss
               (including,  without  limitation,   attorneys'  fees,  judgments,
               fines,  ERISA excise taxes or penalties and amounts to be paid in
               settlement)  actually or reasonably  incurred or suffered by such
               person  in  connection  therewith.   Such  indemnification  shall
               continue as to a person who has ceased to be a director, officer,
               employee  or agent and shall  inure to the  benefit of his or her
               heirs, executors and administrators;  provided,  however, that no
               indemnification  shall be provided under this Article to any such
               person  to the  extent  that  such  indemnification  would not be
               consistent with the Washington Business  Corporation Act or other
               applicable law as then in effect; provided further, however, that
               except as  provided  in Sec. 2 of this  Article  with  respect to
               proceedings  seeking to enforce rights to  indemnification,  this
               corporation    shall    indemnify   any   such   person   seeking

                                      II-3
<PAGE>

               indemnification in connection with a proceeding (or part thereof)
               initiated  by  such  person  only  if such  proceeding  (or  part
               thereof)  was  authorized  by the  Board  of  Directors  of  this
               corporation.  The  right  to  indemnification  conferred  in this
               Article shall be a contract  right and shall include the right to
               be paid by the corporation the expense  incurred in defending any
               such  proceeding in advance of its final  disposition;  provided,
               however,  that the  payment  of such  expenses  in advance of the
               final  disposition of a proceeding  shall be made to or on behalf
               of a director or officer only upon delivery to the corporation of
               an undertaking,  by or on behalf of such director or officer,  to
               repay  all  amounts  so  advanced  if  it  shall   ultimately  be
               determined  that such  director or officer is not  entitled to be
               indemnified under this Section or otherwise.

               "Sec.  2. If a claim under Sec. 1 of this  Article is not paid in
               full by this corporation  within sixty days after a written claim
               has been  received by this  corporation  (except in the case of a
               claim for expenses  incurred in defending a proceeding in advance
               of its final  disposition,  in which case the  applicable  period
               shall be twenty  days),  the claimant may at any time  thereafter
               bring suit against the  corporation  to recover the unpaid amount
               of the claim and, to the extent  successful  in whole or in part,
               the  claimant  shall be  entitled  to be paid also the expense of
               prosecuting  such  claim.  The  claimant  shall be presumed to be
               entitled  to  indemnification  hereunder  upon  submission  of  a
               written claim (and,  in an action  brought to enforce a claim for
               expenses  incurred in defending any  proceeding in advance of its
               final  disposition,  where  the  required  undertaking  has  been
               tendered to this  corporation),  and thereafter this  corporation
               shall have the burden of proof to overcome the  presumption  that
               the  claimant  is not so  entitled.  It shall be a defense to any
               such action (other than an action  brought to enforce a claim for
               expenses  incurred in defending any  proceeding in advance of its
               final  disposition  where  the  required  undertaking,  if any is
               required,  has  been  tendered  to  this  corporation)  that  the
               claimant  has not met the  standards  of  conduct  which  make it
               permissible   hereunder   or  under   the   Washington   Business
               Corporation  Act for this  corporation  to indemnify the claimant
               for the amount  claimed,  but the burden of proving  such defense
               shall  be on  this  corporation.  Neither  the  failure  of  this
               corporation (including its Board of Directors,  independent

                                      II-4
<PAGE>

               legal counsel,  or its shareholders) to have made a determination
               prior to the commencement of such action that  indemnification of
               or  reimbursement  or  advancement of expenses to the claimant is
               proper  in the  circumstances  because  he or  she  has  met  the
               applicable  standard  of  conduct  set  forth  herein  or in  the
               Washington Business  Corporation Act nor an actual  determination
               by  this   corporation   (including   its  Board  of   Directors,
               independent legal counsel, or its shareholders) that the claimant
               is not entitled to  indemnification  or to the  reimbursement  or
               advancement  of  expenses  shall be a  defense  to the  action or
               create a presumption that the claimant is not so entitled.

               "Sec. 3. The right to indemnification and the payment of expenses
               incurred  in  defending  a  proceeding  in  advance  of its final
               disposition  conferred in this Article  shall not be exclusive of
               any other  right which any person may have or  hereafter  acquire
               under any statute,  provision  of the Articles of  Incorporation,
               bylaws,   agreement,   vote  of  shareholders  or   disinterested
               directors or otherwise.

               "Sec. 4. The corporation may maintain insurance,  at its expense,
               to protect itself and any director, officer, employee or agent of
               the  corporation  or  another  corporation,   partnership,  joint
               venture, trust or other enterprise against any expense, liability
               or loss,  whether or not the corporation  would have the power to
               indemnify  such person  against such  expense,  liability or loss
               under the Washington  Business  Corporation  Act. The corporation
               may enter  into  contracts  with any  director  or officer of the
               corporation  in furtherance of the provisions of this Article and
               may create a trust fund,  grant a security  interest or use other
               means  (including,  without  limitation,  a letter of  credit) to
               ensure the payment of such  amounts as may be necessary to effect
               indemnification as provided in this Article.

               "Sec. 5. The corporation may, by action of its Board of Directors
               from time to time,  provide  indemnification  and pay expenses in
               advance of the final disposition of a proceeding to employees and
               agents of the  corporation  with the same scope and effect as the
               provisions  of this Article  with respect to the  indemnification
               and  advancement  of expenses of  directors  and  officers of the
               corporation  or  pursuant  to  rights  granted  pursuant  to,  or
               provided  by,  the  Washington   Business   Corporation   Act  or
               otherwise."

               Insurance

               The  registrant  also  has a  Directors  and  Officers  Liability
insurance policy insuring,  among other matters, the liability of the registrant
to its officers and directors under the indemnity provisions described above and
insuring  its  officers  and  directors  against  liability  incurred  in  their
capacities as officers and directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

                                      II-5
<PAGE>

ITEM 8. EXHIBITS.

               The Index to Exhibits  listing the exhibits  required by Item 601
of Registration S-K is located on page II-10.

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 of 1933 ("Securities Act");

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
        arising after the effective date of the  registration  statement (or the
        most recent post-effective amendment thereof) which,  individually or in
        the aggregate,  represent a fundamental  change in the  information  set
        forth in the registration statement;

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

               Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  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  Securities  Exchange  Act  of  1934  ("Exchange  Act")  that  are
incorporated by reference in the registration statement.

                    (2) That, for the purpose of determining any liability under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                    (3) To remove from registration by means of a post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

               (b)  The  undersigned  registrant  hereby  undertakes  that,  for
purposes of determining  any liability  under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-6
<PAGE>

               (h) 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 above,  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. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.


                                      II-7
<PAGE>


                                   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 Seattle,  Washington,  as of the 1st day of October,
1999.

                                    CASCADE NATURAL GAS CORPORATION
                                    (Registrant)


                                    By /s/ J.D. Wessling
                                         J.D. Wessling
                                         Senior Vice President - Finance and
                                         Chief Financial Officer


               Pursuant to the  requirements of the Securities Act of 1933, this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities as of the 1st day of October, 1999.

PRINCIPAL EXECUTIVE OFFICER:

/s/ W. Brian Matsuyama                    Chairman of the Board, Chief Executive
W. Brian Matsuyama                        Officer, President, and Director

PRINCIPAL FINANCIAL OFFICER:

/s/ J.D. Wessling                         Sr. Vice President - Finance, Chief
J.D. Wessling                             Financial Officer

PRINCIPAL ACCOUNTING OFFICER:

/s/ James E. Haug                         Controller, Chief Accounting Officer
James E. Haug

                                      II-8
<PAGE>


A MAJORITY OF THE BOARD OF DIRECTORS:

---------------------------------   Director
Carl Burnham, Jr.

/s/ Melvin C. Clapp                 Director
Melvin C. Clapp

/s/ Thomas E. Cronin                Director
Thomas E. Cronin

/s/ David A. Ederer                 Director
David A. Ederer

/s/ Howard L. Hubbard               Director
Howard L. Hubbard

/s/ Larry L. Pinnt                  Director
Larry L. Pinnt

/s/ Brooks G. Ragen                 Director
Brooks G. Ragen

/s/ Mary A. Williams                Director
Mary A. Williams


                                      II-9
<PAGE>

                                INDEX TO EXHIBITS


  Exhibit No.                                Item Description
--------------   ---------------------------------------------------------------
      4.1        Articles   V,  IX,  and  XII  of  the   Restated   Articles  of
                 Incorporation  of the registrant,  as amended,  incorporated by
                 reference to Exhibit 3.1 to the registrant's  current report on
                 Form 8-K filed July 19, 1996.

      4.2        Articles  III,  IX,  X, and XI of the  Restated  Bylaws  of the
                 registrant,  as amended,  incorporated  by reference to Exhibit
                 3.2 to the  registrant's  current report on Form 8-K filed July
                 19, 1996.

      4.3        Rights  Agreement  dated  as of March  19,  1993,  between  the
                 registrant and Harris Trust and Savings Bank,  incorporated  by
                 reference  to  Exhibit  2  to  the  registrant's   registration
                 statement on Form 8-A dated April 21, 1993.

      4.4        First  Amendment  to  Rights  Agreement  dated  June 15,  1993,
                 between the registrant  and The Bank of New York,  incorporated
                 by reference to Exhibit 4 to the registrant's  quarterly report
                 on  Form   10-Q  for  the   quarter   ended   June  30,   1993.


      5          Opinion of Miller Nash LLP.

     23.1        Consent of Deloitte & Touche LLP.

     23.2        Consent of Miller Nash LLP. Included in Exhibit 5.


Other exhibits listed in Item 601 to Regulation S-K are not applicable.

                                     II-10
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 25319}]
{"company-data": {"conformed-name": "CASCADE NATURAL GAS CORP", "cik": "0000018072", "assigned-sic": "4924", "irs-number": "910599090", "state-of-incorporation": "WA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88419", "film-number": "99722799"}, "business-address": {"street1": "222 FAIRVIEW AVE N", "city": "SEATTLE", "state": "WA", "zip": "98109", "phone": "2066243900"}, "mail-address": {"street1": "222 FAIRVIEW AVENUE N", "city": "SEATTLE", "state": "WA", "zip": "98109"}}
Registration No. 333-
================================================================================

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                         CASCADE NATURAL GAS CORPORATION
             (Exact name of registrant as specified in its charter)

        Washington                                       91-0599090
 (State of Incorporation)                   (I.R.S. Employer Identification No.)

                            222 Fairview Avenue North
                            Seattle, Washington 98109
          (Address, including zip code, of principal executive offices)

                         CASCADE NATURAL GAS CORPORATION
                            1998 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                  J.D. WESSLING
                            Vice President -- Finance
                         Cascade Natural Gas Corporation
                            222 Fairview Avenue North
                            Seattle, Washington 98109
                                 (206) 624-3900
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                           CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------------
                                                                   Proposed           Proposed
                                                                   Maximum            Maximum
                                             Amount to be      Offering Price        Aggregate          Amount of
  Title of Securities to be Registered        Registered          Per Share       Offering Price    Registration Fee
-----------------------------------------   --------------     --------------     --------------   ------------------
Common Stock, $1 par value, (including     150,000 shares           (2)          $2,695,500 (2)          $750
    Preferred Stock Purchase Rights)
and options and other stock-based awards
         relating thereto (1)

---------------------------------------------------------------------------------------------------------------------
(1) Each share of Common Stock being registered  herender includes one Preferred
Stock Purchase Right exercisable on the terms and conditions  specified therein.
Prior to the occurrence of certain  events,  the Preferred Stock Purchase Rights
will not be evidenced  separately from the Common Stock;  value  attributable to
such rights,  if any, is reflected in the market price of the Common Stock.

(2) Pursuant to Rule 457(h),  the aggregate  offering  price is based on $17.97,
the  average of the high and low per share sales  prices of the Common  Stock on
the New York Stock Exchange Composite Transactions on September 29, 1999.

================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

               The  following   documents  filed  by  the  registrant  with  the
Securities  and  Exchange  Commission  are  incorporated  by  reference  in this
registration statement:

               (a) The  registrant's  annual  report  on Form  10-K for the year
ended September 30, 1998;

               (b) The  registrant's  quarterly  reports  on Form  10-Q  for the
quarters ended December 31, 1998, March 31, 1999, and June 30, 1999; and

               (c) The description of the registrant's  common stock and related
preferred  stock  purchase  rights  included  as Exhibit 99 to the  registrant's
current report on Form 8-K filed July 19, 1996.

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

ITEM 4.        DESCRIPTION OF SECURITIES.

               Not applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Indemnification

               Section  23B.08.310 of the Revised Code of Washington  ("RCW"), a
part of the Washington Business  Corporation Act (the "Act"),  provides that any
director  of a  corporation  against  whom a claim  shall be  asserted  under or
pursuant  to said  section  for the making of any  distribution  contrary to the
provisions of the Act or any other  restrictions  contained in the corporation's
articles  of  incorporation,  and who  shall be held  liable  thereon,  shall be
entitled  to a pro rata  contribution  from the  shareholders  who  accepted  or
received such  distribution,  knowing the same to have been made in violation of
the Act. Said section also provides that any such director  shall be entitled to
contribution  from the other  directors  who voted for or  assented  to any such
action upon which a claim is asserted under said section.

               Under RCW Sections  23B.08.510 to 23B.08.570 of the Act, a person
who is made a party to a proceeding  because such person is or was an officer or
director  of a  corporation  (an

                                      II-2
"Indemnitee")  shall be indemnified by the corporation (unless the corporation's
articles  of  incorporation   provide  otherwise)  against  reasonable  expenses
incurred by the  Indemnitee in connection  with the proceeding if the Indemnitee
is wholly  successful,  on the merits or otherwise,  or if ordered by a court of
competent  jurisdiction.  In  addition,  under said  sections a  corporation  is
permitted to indemnify an Indemnitee  against liability incurred in a proceeding
if (i) the  Indemnitee's  conduct was in good faith,  (ii) in a manner he or she
reasonably  believed  was in the  corporation's  best  interests or at least not
opposed  to the  corporation's  best  interests,  (iii)  the  Indemnitee  had no
reasonable  cause to believe his or her conduct was  unlawful if the  proceeding
was a criminal  proceeding,  (iv) the Indemnitee was not adjudged  liable to the
corporation if the proceeding was by or in the right of the corporation, and (v)
the  Indemnitee  was not adjudged  liable on the basis that he or she improperly
received a personal benefit.  Indemnification in connection with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

               Article XVI, as amended, of the Restated Bylaws of the registrant
provides as follows:

               "Sec.  1. Each person who was or is made a party or is threatened
               to  be  made  a  party  to  or is  involved  (including,  without
               limitation,  as a witness)  in any actual or  threatened  action,
               suit or proceeding,  whether civil,  criminal,  administrative or
               investigative,  formal or informal, by reason of the fact that he
               or she is or was a director  or officer  of the  corporation  or,
               being or having been such a director or officer,  he or she is or
               was  serving at the  request of the  corporation  as a  director,
               officer,  employee  or  agent  of  another  corporation  or  of a
               partnership, joint venture, trust or other enterprise,  including
               service with respect to employee benefit plans, whether the basis
               of such proceeding is alleged action in an official capacity as a
               director,  officer,  employee  or agent or in any other  capacity
               while serving as a director, officer, employee or agent or in any
               other  capacity,  shall be  indemnified  and held harmless by the
               corporation  to the full extent  permitted by  applicable  law as
               then  in  effect,   against  all  expense,   liability  and  loss
               (including,  without  limitation,   attorneys'  fees,  judgments,
               fines,  ERISA excise taxes or penalties and amounts to be paid in
               settlement)  actually or reasonably  incurred or suffered by such
               person  in  connection  therewith.   Such  indemnification  shall
               continue as to a person who has ceased to be a director, officer,
               employee  or agent and shall  inure to the  benefit of his or her
               heirs, executors and administrators;  provided,  however, that no
               indemnification  shall be provided under this Article to any such
               person  to the  extent  that  such  indemnification  would not be
               consistent with the Washington Business  Corporation Act or other
               applicable law as then in effect; provided further, however, that
               except as  provided  in Sec. 2 of this  Article  with  respect to
               proceedings  seeking to enforce rights to  indemnification,  this
               corporation    shall    indemnify   any   such   person   seeking

                                      II-3
indemnification in connection with a proceeding (or part thereof)
               initiated  by  such  person  only  if such  proceeding  (or  part
               thereof)  was  authorized  by the  Board  of  Directors  of  this
               corporation.  The  right  to  indemnification  conferred  in this
               Article shall be a contract  right and shall include the right to
               be paid by the corporation the expense  incurred in defending any
               such  proceeding in advance of its final  disposition;  provided,
               however,  that the  payment  of such  expenses  in advance of the
               final  disposition of a proceeding  shall be made to or on behalf
               of a director or officer only upon delivery to the corporation of
               an undertaking,  by or on behalf of such director or officer,  to
               repay  all  amounts  so  advanced  if  it  shall   ultimately  be
               determined  that such  director or officer is not  entitled to be
               indemnified under this Section or otherwise.

               "Sec.  2. If a claim under Sec. 1 of this  Article is not paid in
               full by this corporation  within sixty days after a written claim
               has been  received by this  corporation  (except in the case of a
               claim for expenses  incurred in defending a proceeding in advance
               of its final  disposition,  in which case the  applicable  period
               shall be twenty  days),  the claimant may at any time  thereafter
               bring suit against the  corporation  to recover the unpaid amount
               of the claim and, to the extent  successful  in whole or in part,
               the  claimant  shall be  entitled  to be paid also the expense of
               prosecuting  such  claim.  The  claimant  shall be presumed to be
               entitled  to  indemnification  hereunder  upon  submission  of  a
               written claim (and,  in an action  brought to enforce a claim for
               expenses  incurred in defending any  proceeding in advance of its
               final  disposition,  where  the  required  undertaking  has  been
               tendered to this  corporation),  and thereafter this  corporation
               shall have the burden of proof to overcome the  presumption  that
               the  claimant  is not so  entitled.  It shall be a defense to any
               such action (other than an action  brought to enforce a claim for
               expenses  incurred in defending any  proceeding in advance of its
               final  disposition  where  the  required  undertaking,  if any is
               required,  has  been  tendered  to  this  corporation)  that  the
               claimant  has not met the  standards  of  conduct  which  make it
               permissible   hereunder   or  under   the   Washington   Business
               Corporation  Act for this  corporation  to indemnify the claimant
               for the amount  claimed,  but the burden of proving  such defense
               shall  be on  this  corporation.  Neither  the  failure  of  this
               corporation (including its Board of Directors,  independent

                                      II-4
legal counsel,  or its shareholders) to have made a determination
               prior to the commencement of such action that  indemnification of
               or  reimbursement  or  advancement of expenses to the claimant is
               proper  in the  circumstances  because  he or  she  has  met  the
               applicable  standard  of  conduct  set  forth  herein  or in  the
               Washington Business  Corporation Act nor an actual  determination
               by  this   corporation   (including   its  Board  of   Directors,
               independent legal counsel, or its shareholders) that the claimant
               is not entitled to  indemnification  or to the  reimbursement  or
               advancement  of  expenses  shall be a  defense  to the  action or
               create a presumption that the claimant is not so entitled.

               "Sec. 3. The right to indemnification and the payment of expenses
               incurred  in  defending  a  proceeding  in  advance  of its final
               disposition  conferred in this Article  shall not be exclusive of
               any other  right which any person may have or  hereafter  acquire
               under any statute,  provision  of the Articles of  Incorporation,
               bylaws,   agreement,   vote  of  shareholders  or   disinterested
               directors or otherwise.

               "Sec. 4. The corporation may maintain insurance,  at its expense,
               to protect itself and any director, officer, employee or agent of
               the  corporation  or  another  corporation,   partnership,  joint
               venture, trust or other enterprise against any expense, liability
               or loss,  whether or not the corporation  would have the power to
               indemnify  such person  against such  expense,  liability or loss
               under the Washington  Business  Corporation  Act. The corporation
               may enter  into  contracts  with any  director  or officer of the
               corporation  in furtherance of the provisions of this Article and
               may create a trust fund,  grant a security  interest or use other
               means  (including,  without  limitation,  a letter of  credit) to
               ensure the payment of such  amounts as may be necessary to effect
               indemnification as provided in this Article.

               "Sec. 5. The corporation may, by action of its Board of Directors
               from time to time,  provide  indemnification  and pay expenses in
               advance of the final disposition of a proceeding to employees and
               agents of the  corporation  with the same scope and effect as the
               provisions  of this Article  with respect to the  indemnification
               and  advancement  of expenses of  directors  and  officers of the
               corporation  or  pursuant  to  rights  granted  pursuant  to,  or
               provided  by,  the  Washington   Business   Corporation   Act  or
               otherwise."

               Insurance

               The  registrant  also  has a  Directors  and  Officers  Liability
insurance policy insuring,  among other matters, the liability of the registrant
to its officers and directors under the indemnity provisions described above and
insuring  its  officers  and  directors  against  liability  incurred  in  their
capacities as officers and directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

                                      II-5
ITEM 8. EXHIBITS.

               The Index to Exhibits  listing the exhibits  required by Item 601
of Registration S-K is located on page II-10.

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 of 1933 ("Securities Act");

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
        arising after the effective date of the  registration  statement (or the
        most recent post-effective amendment thereof) which,  individually or in
        the aggregate,  represent a fundamental  change in the  information  set
        forth in the registration statement;

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

               Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  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  Securities  Exchange  Act  of  1934  ("Exchange  Act")  that  are
incorporated by reference in the registration statement.

                    (2) That, for the purpose of determining any liability under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                    (3) To remove from registration by means of a post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

               (b)  The  undersigned  registrant  hereby  undertakes  that,  for
purposes of determining  any liability  under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-6
(h) 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 above,  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. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                      II-7
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 Seattle,  Washington,  as of the 1st day of October,
1999.

                                    CASCADE NATURAL GAS CORPORATION
                                    (Registrant)

                                    By /s/ J.D. Wessling
                                         J.D. Wessling
                                         Senior Vice President - Finance and
                                         Chief Financial Officer

               Pursuant to the  requirements of the Securities Act of 1933, this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities as of the 1st day of October, 1999.

PRINCIPAL EXECUTIVE OFFICER:

/s/ W. Brian Matsuyama                    Chairman of the Board, Chief Executive
W. Brian Matsuyama                        Officer, President, and Director

PRINCIPAL FINANCIAL OFFICER:

/s/ J.D. Wessling                         Sr. Vice President - Finance, Chief
J.D. Wessling                             Financial Officer

PRINCIPAL ACCOUNTING OFFICER:

/s/ James E. Haug                         Controller, Chief Accounting Officer
James E. Haug

                                      II-8
A MAJORITY OF THE BOARD OF DIRECTORS:

---------------------------------   Director
Carl Burnham, Jr.

/s/ Melvin C. Clapp                 Director
Melvin C. Clapp

/s/ Thomas E. Cronin                Director
Thomas E. Cronin

/s/ David A. Ederer                 Director
David A. Ederer

/s/ Howard L. Hubbard               Director
Howard L. Hubbard

/s/ Larry L. Pinnt                  Director
Larry L. Pinnt

/s/ Brooks G. Ragen                 Director
Brooks G. Ragen

/s/ Mary A. Williams                Director
Mary A. Williams

                                      II-9
INDEX TO EXHIBITS

  Exhibit No.                                Item Description
--------------   ---------------------------------------------------------------
      4.1        Articles   V,  IX,  and  XII  of  the   Restated   Articles  of
                 Incorporation  of the registrant,  as amended,  incorporated by
                 reference to Exhibit 3.1 to the registrant's  current report on
                 Form 8-K filed July 19, 1996.

      4.2        Articles  III,  IX,  X, and XI of the  Restated  Bylaws  of the
                 registrant,  as amended,  incorporated  by reference to Exhibit
                 3.2 to the  registrant's  current report on Form 8-K filed July
                 19, 1996.

      4.3        Rights  Agreement  dated  as of March  19,  1993,  between  the
                 registrant and Harris Trust and Savings Bank,  incorporated  by
                 reference  to  Exhibit  2  to  the  registrant's   registration
                 statement on Form 8-A dated April 21, 1993.

      4.4        First  Amendment  to  Rights  Agreement  dated  June 15,  1993,
                 between the registrant  and The Bank of New York,  incorporated
                 by reference to Exhibit 4 to the registrant's  quarterly report
                 on  Form   10-Q  for  the   quarter   ended   June  30,   1993.

      5          Opinion of Miller Nash LLP.

     23.1        Consent of Deloitte & Touche LLP.

     23.2        Consent of Miller Nash LLP. Included in Exhibit 5.

Other exhibits listed in Item 601 to Regulation S-K are not applicable.

                                     II-10