<PAGE>   1
     As filed with the Securities and Exchange Commission on April 28, 1999.
                                               Registration No. 333-           
                                                                    ----------
                                                                           
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                                       

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                                                       

                        LOUIS DREYFUS NATURAL GAS CORP.
               (Name of Registrant as specified in its charter)


             Oklahoma                               73-1098614
  (State or jurisdiction of                      (I.R.S. Employer
incorporation or organization)                  Identification No.)
         
                    14000 QUAIL SPRINGS PARKWAY, SUITE 600 
                         OKLAHOMA CITY, OK 73134 
                                (405) 749-1300 
         (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)

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


                 LOUIS DREYFUS NATURAL GAS CORP. NON-EMPLOYEE 
                 DIRECTOR DEFERRED STOCK COMPENSATION PROGRAM
                           (Full title of the plan)

                               JEFFREY A. BONNEY
                    14000 QUAIL SPRINGS PARKWAY, SUITE 600
                         OKLAHOMA CITY, OKLAHOMA 73134
                                (405) 749-1300
         (Name, address, including zip code, and telephone number, including
                       area code, of agent for service)

                                   Copy to:
                           J. Bradford Hammond, Esq.
                    Crowe & Dunlevy, A Professional Corporation
                             500 Kennedy Building
                               321 South Boston 
                          Tulsa, Oklahoma 74103-3133
                                (918) 592-9800




<PAGE>   2
<TABLE>

                                  CALCULATION OF REGISTRATION FEE
==============================================================================
===================
                                             PROPOSED           PROPOSED
                                             MAXIMUM            MAXIMUM
TITLE OF SECURITIES      AMOUNT TO        OFFERING PRICE       AGGREGATE       
   AMOUNT OF
  TO BE REGISTERED     BE REGISTERED        PER SHARE (1)   OFFERING PRICE (1) 
 REGISTRATION FEE
------------------------------------------------------------------------------
-------------------
<C>                    <C>                 <C>              <C>                
 <C>
Common Stock, par
value $0.01 per share        100,000               $17.16           $1,716,000 
             $478 

==============================================================================
===================
<FN>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the 
    registration fee. 
</TABLE>
                                                                               
                  
                                              <PAGE>
<PAGE>   3
                                    PART I   

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION*

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

   * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to
Part I of Form S-8.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

     (1)  The Registrant's Annual Report on Form 10-K for the year ended 
          December 31, 1998.

     (2)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A dated October 19,
          1993.

     In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), 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 in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

     This Registration Statement covers Common Stock, par value $.01 per
share, of the Registrant, which is registered under Section 12(b) of the
Exchange Act.  The description of the Common Stock contained in the
Registration Statement under the Exchange Act is incorporated herein by
reference as described above. 

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     There are no interests of any expert or counsel required to be disclosed
pursuant to Item 5.



<PAGE>   4

ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 1006(B)(7) of the Oklahoma General Corporation Act permits an
Oklahoma corporation to include a provision in its Certificate of
Incorporation limiting a director's liability to the corporation or its
stockholders for monetary damages for breaches of fiduciary duty as a
director.

     The Registrant's Certificate of Incorporation provides that, pursuant to
Oklahoma law, its directors shall not be liable for monetary damages for
breach of the directors' fiduciary duty of care to the Registrant and its
stockholders.  The provision in the Certificate of Incorporation does not
eliminate the duty of care and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Oklahoma law.  In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant, as well as for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for actions leading to
improper personal benefit to the director, and for payment of dividends or
approval of stock repurchases or redemptions that are unlawful under Oklahoma
law.  The provision also does not affect a director's responsibilities under
any other law, such as the state or federal securities laws.

     Under Section 1031 of the Oklahoma General Corporation Act, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). 

     The Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by Oklahoma law.  The Certificate of Incorporation requires the
Registrant to indemnify such persons against expenses, judgments, fines,
settlements and other amounts incurred in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an officer of the
Registrant or any of its affiliated enterprises, provided such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Registrant, and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.  However, in the case of a derivative action, an officer or director
will not be entitled to indemnification in respect of any claim, issue or
matter as to which such person is adjudged to be liable to the Registrant,
unless and only to the extent that the court in which the action was brought
determines that such person is fairly and reasonably entitled to indemnity for
expenses.

     The Registrant has entered into Indemnification Agreements with each
director of the Registrant which require the Registrant to indemnify such
persons against certain liabilities and expenses incurred by any such persons
by reason of their status or service as directors of the Registrant. The
Indemnification Agreements also set forth procedures that will apply in the
event of a claim for indemnification under such agreements.  In addition, the 

<PAGE>   5

indemnification Agreements require that the Registrant use commercially
reasonable efforts to maintain policies of directors' liability insurance. 

     At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or director.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     There are no restricted securities being offered or resold pursuant to
this Registration Statement.  

ITEM 8.   EXHIBITS

          Number                               Description 
          ------                               -----------

            5.1                Opinion of Crowe & Dunlevy, A Professional      
                               Corporation, concerning legality of securities.

           23.1                Consent of Ernst & Young LLP.

           23.2                Consent of Crowe & Dunlevy, A Professional      
                               Corporation (contained in Exhibit 5.1).

           24.1                Powers of Attorney.

ITEM 9.   UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

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

          (i)  To include any prospectus required by Section 10(a)(3) of the   
               Securities Act; 
       
         (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 the undertakings set forth in paragraphs (1)(i)   
     and (1)(ii) above do not apply if the information required to be included
     in a post-effective amendment by those paragraphs is contained in

<PAGE>   6

     periodic reports filed with or furnished to the Securities and Exchange   
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of   
     the Exchange Act that are incorporated by reference in this Registration  
     Statement.

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

     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 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.

     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.

<PAGE>
<PAGE>   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 Oklahoma City, State of Oklahoma on
April 26, 1999.

                            LOUIS DREYFUS NATURAL GAS CORP.

                            By:/s/ Jeffrey A. Bonney                       
                               ---------------------------------- 
                               Jeffrey A. Bonney
                               Executive Vice President 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 and on the dates indicated.

<TABLE>
  Name                                       Position                                   Date 
 -----                                      -----------                                 ---- 
<C>                            <C>                                             <C>
Mark E. Monroe         *       President, Chief Executive Officer and
------------------------       Director (principal executive officer)          April 26, 1999
Mark E. Monroe

Richard E. Bross       *       Executive Vice President and Director           April 26, 1999
------------------------
Richard E. Bross

/s/ Jeffrey A. Bonney          Executive Vice President and Chief
------------------------       Financial Officer (principal financial
Jeffrey A. Bonney              and accounting officer)                         April 26, 1999


Simon B. Rich, Jr.     *       Chairman of the Board of Directors              April 26, 1999
------------------------
Simon B. Rich, Jr.

Mark E. Andrews        *       Vice Chairman of the Board of                   April 26, 1999
------------------------       Directors
Mark E. Andrews

E.  William Barnett    *       Director                                        April 26, 1999
------------------------
E.  William Barnett

Daniel R. Finn, Jr.    *       Director                                        April 26, 1999 
------------------------
Daniel R. Finn, Jr.

Peter G. Gerry         *       Director                                        April 26, 1999 
------------------------
Peter G. Gerry
</TABLE>




<PAGE>   8

<TABLE>
  Name                                       Position                                   Date 
 -----                                      -----------                                 ---- 
<C>                            <C>                                             <C>
Gerard Louis-Dreyfus   *       Director                                        April 26, 1999
------------------------
Gerard Louis-Dreyfus

John H. Moore          *       Director                                        April 26, 1999
------------------------
John H. Moore

James R. Paul          *       Director                                        April 26, 1999
------------------------
James R. Paul

Ernest F. Steiner      *       Director                                        April 26, 1999
------------------------
Ernest F. Steiner

*By: /s/ Jeffrey A. Bonney
     ---------------------
     Jeffrey A. Bonney
     Attorney in Fact
/TABLE
<PAGE>
<PAGE>   9
                               INDEX TO EXHIBITS
                               -----------------

EXHIBIT
  NO.                             DESCRIPTION
  ---                            -----------

  5.1       Opinion of Crowe & Dunlevy, A Professional Corporation, on
            legality of securities.

 23.1       Consent of Ernst & Young LLP.
 
 23.2       Consent of Crowe & Dunlevy, A Professional Corporation (included 
            in Exhibit 5.1).
         
 24.1       Powers of Attorney.
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17795}]
{"company-data": {"conformed-name": "LOUIS DREYFUS NATURAL GAS CORP", "cik": "0000912264", "assigned-sic": "1311", "irs-number": "731098614", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77185", "film-number": "99602864"}, "business-address": {"street1": "14000 QUAIL SPRINGS PKWY", "street2": "STE 600", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73134", "phone": "4057491300"}, "mail-address": {"street1": "14000 QUAIL SPRINGS PARKWAY", "street2": "SUITE 600", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73134"}}
1
     As filed with the Securities and Exchange Commission on April 28, 1999.
                                               Registration No. 333-           
                                                                    ----------
                                                                           
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                                       

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                                                       

                        LOUIS DREYFUS NATURAL GAS CORP.
               (Name of Registrant as specified in its charter)

             Oklahoma                               73-1098614
  (State or jurisdiction of                      (I.R.S. Employer
incorporation or organization)                  Identification No.)
         
                    14000 QUAIL SPRINGS PARKWAY, SUITE 600 
                         OKLAHOMA CITY, OK 73134 
                                (405) 749-1300 
         (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)

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

                 LOUIS DREYFUS NATURAL GAS CORP. NON-EMPLOYEE 
                 DIRECTOR DEFERRED STOCK COMPENSATION PROGRAM
                           (Full title of the plan)

                               JEFFREY A. BONNEY
                    14000 QUAIL SPRINGS PARKWAY, SUITE 600
                         OKLAHOMA CITY, OKLAHOMA 73134
                                (405) 749-1300
         (Name, address, including zip code, and telephone number, including
                       area code, of agent for service)

                                   Copy to:
                           J. Bradford Hammond, Esq.
                    Crowe & Dunlevy, A Professional Corporation
                             500 Kennedy Building
                               321 South Boston 
                          Tulsa, Oklahoma 74103-3133
                                (918) 592-9800
2

                                  CALCULATION OF REGISTRATION FEE
==============================================================================
===================
                                             PROPOSED           PROPOSED
                                             MAXIMUM            MAXIMUM
TITLE OF SECURITIES      AMOUNT TO        OFFERING PRICE       AGGREGATE       
   AMOUNT OF
  TO BE REGISTERED     BE REGISTERED        PER SHARE (1)   OFFERING PRICE (1) 
 REGISTRATION FEE
------------------------------------------------------------------------------
-------------------
Common Stock, par
value $0.01 per share        100,000               $17.16           $1,716,000 
             $478 

==============================================================================
===================
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the 
    registration fee.
3
                                    PART I   

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION*

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

   * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to
Part I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

     (1)  The Registrant's Annual Report on Form 10-K for the year ended 
          December 31, 1998.

     (2)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A dated October 19,
          1993.

     In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), 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 in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

     This Registration Statement covers Common Stock, par value $.01 per
share, of the Registrant, which is registered under Section 12(b) of the
Exchange Act.  The description of the Common Stock contained in the
Registration Statement under the Exchange Act is incorporated herein by
reference as described above. 

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     There are no interests of any expert or counsel required to be disclosed
pursuant to Item 5.
4

ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 1006(B)(7) of the Oklahoma General Corporation Act permits an
Oklahoma corporation to include a provision in its Certificate of
Incorporation limiting a director's liability to the corporation or its
stockholders for monetary damages for breaches of fiduciary duty as a
director.

     The Registrant's Certificate of Incorporation provides that, pursuant to
Oklahoma law, its directors shall not be liable for monetary damages for
breach of the directors' fiduciary duty of care to the Registrant and its
stockholders.  The provision in the Certificate of Incorporation does not
eliminate the duty of care and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Oklahoma law.  In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant, as well as for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for actions leading to
improper personal benefit to the director, and for payment of dividends or
approval of stock repurchases or redemptions that are unlawful under Oklahoma
law.  The provision also does not affect a director's responsibilities under
any other law, such as the state or federal securities laws.

     Under Section 1031 of the Oklahoma General Corporation Act, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). 

     The Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by Oklahoma law.  The Certificate of Incorporation requires the
Registrant to indemnify such persons against expenses, judgments, fines,
settlements and other amounts incurred in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an officer of the
Registrant or any of its affiliated enterprises, provided such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Registrant, and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.  However, in the case of a derivative action, an officer or director
will not be entitled to indemnification in respect of any claim, issue or
matter as to which such person is adjudged to be liable to the Registrant,
unless and only to the extent that the court in which the action was brought
determines that such person is fairly and reasonably entitled to indemnity for
expenses.

     The Registrant has entered into Indemnification Agreements with each
director of the Registrant which require the Registrant to indemnify such
persons against certain liabilities and expenses incurred by any such persons
by reason of their status or service as directors of the Registrant. The
Indemnification Agreements also set forth procedures that will apply in the
event of a claim for indemnification under such agreements.  In addition, the
5

indemnification Agreements require that the Registrant use commercially
reasonable efforts to maintain policies of directors' liability insurance. 

     At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may
result in claims for indemnification by any officer or director.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     There are no restricted securities being offered or resold pursuant to
this Registration Statement.  

ITEM 8.   EXHIBITS

          Number                               Description 
          ------                               -----------

            5.1                Opinion of Crowe & Dunlevy, A Professional      
                               Corporation, concerning legality of securities.

           23.1                Consent of Ernst & Young LLP.

           23.2                Consent of Crowe & Dunlevy, A Professional      
                               Corporation (contained in Exhibit 5.1).

           24.1                Powers of Attorney.

ITEM 9.   UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

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

          (i)  To include any prospectus required by Section 10(a)(3) of the   
               Securities Act; 
       
         (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 the undertakings set forth in paragraphs (1)(i)   
     and (1)(ii) above do not apply if the information required to be included
     in a post-effective amendment by those paragraphs is contained in
6

     periodic reports filed with or furnished to the Securities and Exchange   
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of   
     the Exchange Act that are incorporated by reference in this Registration  
     Statement.

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

     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 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.

     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.
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 Oklahoma City, State of Oklahoma on
April 26, 1999.

                            LOUIS DREYFUS NATURAL GAS CORP.

                            By:/s/ Jeffrey A. Bonney                       
                               ---------------------------------- 
                               Jeffrey A. Bonney
                               Executive Vice President 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 and on the dates indicated.

  Name                                       Position                                   Date 
 -----                                      -----------                                 ----
Mark E. Monroe         *       President, Chief Executive Officer and
------------------------       Director (principal executive officer)          April 26, 1999
Mark E. Monroe

Richard E. Bross       *       Executive Vice President and Director           April 26, 1999
------------------------
Richard E. Bross

/s/ Jeffrey A. Bonney          Executive Vice President and Chief
------------------------       Financial Officer (principal financial
Jeffrey A. Bonney              and accounting officer)                         April 26, 1999

Simon B. Rich, Jr.     *       Chairman of the Board of Directors              April 26, 1999
------------------------
Simon B. Rich, Jr.

Mark E. Andrews        *       Vice Chairman of the Board of                   April 26, 1999
------------------------       Directors
Mark E. Andrews

E.  William Barnett    *       Director                                        April 26, 1999
------------------------
E.  William Barnett

Daniel R. Finn, Jr.    *       Director                                        April 26, 1999 
------------------------
Daniel R. Finn, Jr.

Peter G. Gerry         *       Director                                        April 26, 1999 
------------------------
Peter G. Gerry
8

  Name                                       Position                                   Date 
 -----                                      -----------                                 ----
Gerard Louis-Dreyfus   *       Director                                        April 26, 1999
------------------------
Gerard Louis-Dreyfus

John H. Moore          *       Director                                        April 26, 1999
------------------------
John H. Moore

James R. Paul          *       Director                                        April 26, 1999
------------------------
James R. Paul

Ernest F. Steiner      *       Director                                        April 26, 1999
------------------------
Ernest F. Steiner

*By: /s/ Jeffrey A. Bonney
     ---------------------
     Jeffrey A. Bonney
     Attorney in Fact
/TABLE
9
                               INDEX TO EXHIBITS
                               -----------------

EXHIBIT
  NO.                             DESCRIPTION
  ---                            -----------

  5.1       Opinion of Crowe & Dunlevy, A Professional Corporation, on
            legality of securities.

 23.1       Consent of Ernst & Young LLP.
 
 23.2       Consent of Crowe & Dunlevy, A Professional Corporation (included 
            in Exhibit 5.1).
         
 24.1       Powers of Attorney.