<PAGE>   1
As filed with the Securities and Exchange Commission on May 19, 2000.
                                               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, OKLAHOMA 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.
                       2000 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                                Kevin R. White
                    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  500,000            $31.34             $15,670,000        $4,137

===============================================================================================
<FN>
(1)  Estimated in accordance with Rule 457(h) solely for the purpose of calculating the
     registration fee.  A total of 500,000 shares have been reserved under the Registrants 2000
     Employee Stock Purchase Plan and are being registered hereby.  The proposed maximum
     aggregate offering price has been calculated based on the average of the high and low sales
     prices of the Common Stock as reported on the New York Stock Exchange for May 18, 2000,
     which average price was $31.34 per share.
</TABLE>





































<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 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, 1999.

       (2) The Registrant's Quarterly Report on Form 10-Q for the quarter
           ended March 31, 2000.

       (3) The description of the Company's Common Stock contained in the
           Company'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,
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 such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     This Registration of Statement covers only Common  Stock, par value $0.01
per share, of the Registrant, which is registered under Section 12(b) of the
Securities Exchange Act of 1934.  Accordingly, the information required
pursuant to Item 202 of Regulation S-K is not required to be included herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

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

<PAGE>   4

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The Registrant's Certificate of Incorporation provides that, pursuant to
Oklahoma law, the Registrant's 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. However, such remedies may not be effective in
all cases. 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
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 (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 proceedings, 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 to 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 or officers of the
Registrant and which set forth procedures that will apply in the event of a
claim for indemnification under such agreements. The Indemnification
Agreements also require that the Registrant use commercially reasonable
efforts to maintain policies of directors' liability insurance. The
Registrant's directors and officers are covered by directors and officers
insurance policies providing insurance protection for liabilities specified in
such policies.

<PAGE>   5

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

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

ITEM 8.  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.

ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

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

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

            (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
     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 Securities Exchange Act of 1934 that are incorporated by reference in
     this Registration Statement.

     (2)     That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.

<PAGE>   6

     (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 of 1933, each filing of the
Registrants annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 6 of the
Registration Statement, 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 of 1933 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 of 1933 and
will be governed by the final adjudication of such issue.
























<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
May 19, 2000.

                            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>
<C>                            <C>                                             <C>
Name                           Position                                        Date
----                           --------                                        ----
Mark E. Monroe          *      President, Chief Executive Officer and          May 19, 2000
-------------------------      Director (principal executive officer)
Mark E. Monroe

Richard E. Bross         *     Executive Vice President and Director           May 19, 2000
--------------------------
Richard E. Bross

/s/ Jeffrey A. Bonney          Executive Vice President and Chief              May 19, 2000
--------------------------     Financial Officer (principal financial
Jeffrey A. Bonney              and accounting officer)

Simon B. Rich, Jr.        *    Chairman of the Board of Directors              May 19, 2000
--------------------------
Simon B. Rich, Jr.

Mark E. Andrews, III      *    Director                                        May 19, 2000
--------------------------
Mark E. Andrews, III

E. William Barnett        *    Director                                        May 19, 2000
--------------------------
E. William Barnett

Daniel R. Finn, Jr.       *    Director                                        May 19, 2000
--------------------------
Daniel R. Finn, Jr.

Peter G. Gerry            *    Director                                        May 19, 2000
--------------------------
Peter G. Gerry

John H. Moore             *    Director                                        May 19, 2000
--------------------------
John H. Moore
</TABLE>

<PAGE>   8

<TABLE>
<C>                            <C>                                             <C>
Name                           Position                                        Date
----                           --------                                        ----
James R. Paul             *    Director                                        May 19, 2000
--------------------------
James R. Paul

Nancy K. Quinn            *    Director                                        May 19, 2000
--------------------------
Nancy K. Quinn


*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.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17229}]
{"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": "333-37490", "film-number": "640498"}, "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 May 19, 2000.
                                               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, OKLAHOMA 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.
                       2000 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                                Kevin R. White
                    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  500,000            $31.34             $15,670,000        $4,137

===============================================================================================
(1)  Estimated in accordance with Rule 457(h) solely for the purpose of calculating the
     registration fee.  A total of 500,000 shares have been reserved under the Registrants 2000
     Employee Stock Purchase Plan and are being registered hereby.  The proposed maximum
     aggregate offering price has been calculated based on the average of the high and low sales
     prices of the Common Stock as reported on the New York Stock Exchange for May 18, 2000,
     which average price was $31.34 per share.
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 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, 1999.

       (2) The Registrant's Quarterly Report on Form 10-Q for the quarter
           ended March 31, 2000.

       (3) The description of the Company's Common Stock contained in the
           Company'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,
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 such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     This Registration of Statement covers only Common  Stock, par value $0.01
per share, of the Registrant, which is registered under Section 12(b) of the
Securities Exchange Act of 1934.  Accordingly, the information required
pursuant to Item 202 of Regulation S-K is not required to be included herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

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

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The Registrant's Certificate of Incorporation provides that, pursuant to
Oklahoma law, the Registrant's 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. However, such remedies may not be effective in
all cases. 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
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 (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 proceedings, 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 to 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 or officers of the
Registrant and which set forth procedures that will apply in the event of a
claim for indemnification under such agreements. The Indemnification
Agreements also require that the Registrant use commercially reasonable
efforts to maintain policies of directors' liability insurance. The
Registrant's directors and officers are covered by directors and officers
insurance policies providing insurance protection for liabilities specified in
such policies.
5

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

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

ITEM 8.  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.

ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

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

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

            (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
     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 Securities Exchange Act of 1934 that are incorporated by reference in
     this Registration Statement.

     (2)     That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.
6

     (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 of 1933, each filing of the
Registrants annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 6 of the
Registration Statement, 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 of 1933 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 of 1933 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
May 19, 2000.

                            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          May 19, 2000
-------------------------      Director (principal executive officer)
Mark E. Monroe

Richard E. Bross         *     Executive Vice President and Director           May 19, 2000
--------------------------
Richard E. Bross

/s/ Jeffrey A. Bonney          Executive Vice President and Chief              May 19, 2000
--------------------------     Financial Officer (principal financial
Jeffrey A. Bonney              and accounting officer)

Simon B. Rich, Jr.        *    Chairman of the Board of Directors              May 19, 2000
--------------------------
Simon B. Rich, Jr.

Mark E. Andrews, III      *    Director                                        May 19, 2000
--------------------------
Mark E. Andrews, III

E. William Barnett        *    Director                                        May 19, 2000
--------------------------
E. William Barnett

Daniel R. Finn, Jr.       *    Director                                        May 19, 2000
--------------------------
Daniel R. Finn, Jr.

Peter G. Gerry            *    Director                                        May 19, 2000
--------------------------
Peter G. Gerry

John H. Moore             *    Director                                        May 19, 2000
--------------------------
John H. Moore
8
Name                           Position                                        Date
----                           --------                                        ----
James R. Paul             *    Director                                        May 19, 2000
--------------------------
James R. Paul

Nancy K. Quinn            *    Director                                        May 19, 2000
--------------------------
Nancy K. Quinn

*By: /s/ Jeffrey A. Bonney
     -------------------------
         Jeffrey A. Bonney
         Attorney in Fact
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.