<PAGE>
  As filed with the Securities and Exchange Commission on August 22, 1995

                                                 Registration No. 33-      



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

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                             _________________

                          ENRON OIL & GAS COMPANY
          (Exact name of registrant as specified in its charter)

                                 Delaware
                      (State or other jurisdiction of
                      incorporation or organization)    47-0684736
                             (I.R.S. Employer
                            Identification No.)<PAGE>
                             1400 Smith Street
                        Houston, Texas  77002-7369
       (Address of principal executive offices, including zip code)
                             _________________

                  ENRON OIL & GAS COMPANY 1992 STOCK PLAN
           (As Amended and Restated Effective December 14, 1994)
                         (Full title of the plan)

                              Dennis M. Ulak
          Vice President, General Counsel and Assistant Secretary
                             1400 Smith Street
                        Houston, Texas  77002-7369
                  (Name and address of agent for service)

                              (713) 853-5482
       (Telephone number, including area code, of agent for service)


                      CALCULATION OF REGISTRATION FEE




   Title of        Amount      Proposed maximum  Proposed maximum   Amount of
securities to be   to be       offering price    aggregate        Registration
  registered      registered   per share(1)      offering price(1)   Fee

Common Stock,
par value $.01    3,000,000       $20.69         $62,070,000       $21,403.45


(1) Estimated, solely for purposes of calculating the registration fee, in 
    accordance with Rule 457(h) on the basis of the price of securities
    of the same class, as determined in accordance with Rule 457(c), 
    using the average of the high and low prices of such stock 
    reported in the consolidated reporting system on August 16, 1995.

                             _________________

    This registration statement is being filed, in accordance with General 
    Instruction E to Form S-8, to register additional shares of Common
    for sale under the Enron Oil & Gas Company 1992 Stock Plan (As
    Amended and Restated Effective December 14, 1994).  The contents of the 
    registrant's Form S-8 Registration Statement (No. 33-48358) relating
    to the same employee benefit plan are incorporated by reference in this
    registration statement.




<PAGE>
                                   PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


         Pursuant to General Instruction E to Form S-8, the contents of the 
registrant's Form S-8 Registration Statement (No. 33-48358) relating to
the same employee benefit plan are incorporated by reference in this
registration statement.

         Item 6 is amended and restated as set forth below.

Item 6.       Indemnification of Directors and Officers.

         Pursuant to the authority granted under Section 145 of Chapter 1 of 
Title 8 of the Delaware General Corporation Law, the Company adopted 
Article Eighth to its Restated Certificate of Incorporation which provides
that:

           A. (1)  A director of the Corporation shall not be personally 
         liable to the Corporation or its stockholders for monetary
         damages for breach of fiduciary duty as a director, except for 
         liability (I) for any breach of the director's duty of loyalty to
         the Corporation or its stockholders, (ii) for acts or
         omissions not in good faith or which involve intentional misconduct 
         or a knowing violation of law, (iii) under Section 174 of the
         Delaware General Corporation Law, or (iv) for any transaction from 
         which the director derived an improper personal benefit.

              (2)  The foregoing provisions of this Article shall not eliminate
         or limit the liability of a director for any act or omission occurring
         prior to the effective date of this Restated Certificate of
         Incorporation.  Any repeal or amendment of this Article by the 
         stockholders of the Corporation shall be prospective only and
         shall not adversely affect any limitation on the personal liability
         of a director of the Corporation existing at the time of such
         repeal or amendment.  In addition to the circumstances in which 
         a director of the Corporation is not personally liable as set forth 
         in the foregoing provisions of this Article, a director shall not
         be liable to the fullest extent permitted by any amendment to the 
         Delaware General Corporation Laws enacted that further limits the
         liability of a director.

           B. (1)  Each person who was or is made a party or is threatened to 
         be made a party to or is involved in any action, suit or 
         proceeding, whether civil, criminal, administrative or 
         investigative (hereinafter a  proceeding ), by reason of the fact 
         that he or she, or a person of whom he or she is the legal 
         representative, is or was a director or officer, of the Corporation
         or 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, shall 
         be indemnified and held harmless by the Corporation to the fullest 
         extent authorized by the Delaware General Corporation Law, as the
         same exists or may hereafter be amended (but, in the case of any  
         such amendment, only to the extent that such amendment permits the 
         Corporation to provide broader indemnification rights than said law 
         permitted the Corporation to provide prior to such amendment), against
         all expense, liability and loss (including attorneys' fees, 
         judgments, fines, ERISA excise taxes or penalties and amounts paid or 
         to be paid in settlement) reasonably incurred or suffered by such 
         person in connection therewith, and 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, 
         except as provided in paragraph (2) hereof, the Corporation shall 
         indemnify any such person seeking 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 the Corporation.  The right to indemnification 
         conferred in this Section shall be a contract right and shall 
         include the right to be paid by the Corporation the expenses 
         incurred in defending any such proceeding in advance of its final 
         disposition; provided, however, that if the Delaware General 
         Corporation Law requires, the payment of such expenses incurred by a 
         director or officer in his or her capacity as a director or officer 
         (and not in any other capacity in which service was or is rendered 
         by such person while a director or officer, including, without 
         limitation, service to an employee benefit plan) in advance 
         of the final disposition of the proceeding, shall be made 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 Article or otherwise.  The 
         Corporation may, by action of its Board of Directors, provide 
         indemnification to employees and agents of the Corporation with the 
         same scope and effect as the foregoing indemnification of directors 
         and officers.

            (2)  If a claim under paragraph B(1) of this Article is not paid 
         in full by the Corporation within thirty days after a written 
         claim has been received by the Corporation, the claimant may
         at any time thereafter bring suit against the Corporation to 
         recover the unpaid amount of the claim and, if successful in 
         whole or in part, the claimant shall be entitled to be paid also 
         the expense of prosecuting such claim.  It shall be a defense 
         to any such action (other than an action brought to enfore 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 the Corporation) that the 
         claimant has not met the standards of conduct which make it 
         permissible under the Delaware General Corporation Law for the 
         Corporation to indemnify the claimant for the amount claimed, but 
         the burden of proving such defense shall be on the Corporation. 
         Neither the failure of the Corporation (including its Board of 
         Directors, independent legal counsel, or its stockholders) to 
         have made a determination prior to the commencement 
         of such action that indemnification of the claimant is proper in 
         the circumstances because he or she has met the applicable
         standard of conduct set forth in the Delaware General 
         Corporation Law, nor an actual determination by the Corporation
         (including its Board of Directors, independent legal counsel, or its 
         stockholders) that the claimant has not met such applicable 
         standard of conduct, shall be a defense to the action or create
         a presumption that the claimant has not met the applicable standard 
         of conduct.

           (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 Certificate of 
         Incorporation, by-law, agreement, vote of stockholders or 
         disinterested directors or otherwise. 

           (4)  The Corporation may maintain insurance, at its expense, to 
         protect itself and any director, officer, employee or agent of
         of the Corporation or another corporation, partnership, joint 
         venture, trust or other enterprise against any such expense, 
         liability or loss, whether or not the Corporation would have 
         have the power to indemnify such person against such expense, 
         liability or loss under the Delaware General Corporation Law.

           (5)  If this Article or any portion hereof shall be invalidated on 
         any ground by any court of competent jurisdiction, then the 
         Corporation shall nevertheless indemnify and hold harmless each 
         director, officer, employee and agent of the Corporation, and may 
         nevertheless indemnify and hold harmless each employee and agent of 
         the Corporation, as to costs, charges and expenses (including 
         attorney's fees), judgments, fines, and amounts paid in settlement 
         with respect to any action, suit or proceeding, whether civil, 
         criminal, administrative or investigative to the full extent 
         permitted by any applicable portion of this Article that shall 
         not have been invalidated and to the full extent permitted by 
         applicable law.

          (6)  For purposes of this Article, reference to the  Corporation  
         shall include, in addition to the Corporation, any constituent 
         corporation (including any constituent of a constituent) 
         absorbed in a consolidation or merger prior to (or, in the case of 
         an entity specifically designated in a resolution of the Board of 
         Directors, after) the adoption hereof and which, if its separate 
         existence had continued, would have had the power and authority 
         to indemnify its directors, officers and employees or agents, 
         so that any person who is or was a director, officer, employee or 
         agent of such constituent corporation, or is or was serving at 
         the request of such constituent corporation as a director, officer, 
         employee or agent of another corporation, partnership, 
         joint venture, trust or other enterprise, shall stand 
         in the same position under the provisions of this Article with 
         respect to the resulting or surviving corporation as he would 
         have with respect to such constituent corporation if its 
         separate existence had continued.

         The Company's officers and directors are also covered by insurance 
policies purchased by Enron Corp. that provide protection where the 
Company cannot legally indemnify a director or officer and where a claim arises
under the Employee Retirement Income Security Act of 1974 against a director 
or officer based on an alleged breach or fiduciary duty or other wrongful 
act.  The Company reimburses Enron Corp. for costs attributable to insurance
policies for the Company's officers and directors.

<PAGE>

         The following documents are filed as part of this registration 
statement, in accordance with General Instruction E to Form S-8:


Exhibits.

4.1  Certificate of Amendment of Restated Certificate of Incorporation of 
Enron Oil & Gas Company (incorporated by reference to Exhibit 4.1(b) to the 
Company s Registration Statement on Form S-8, Registration No. 33-52201).

4.2  Certificate of Amendment of Restated Certificate of Incorporation of 
Enron Oil & Gas Company (incorporated by reference to Exhibit 4.1(c) to the 
Company s Registration Statement on Form S-8, Registration No. 33-58103).

4.3  Enron Oil & Gas Company 1992 Stock Plan (As Amended and Restated 
Effective December 14, 1994) (incorporated by reference to Exhibit A to the 
Company s Proxy Statement, dated March 27, 1995, with respect to the 
Company s 1995 Annual Meeting of Shareholders).

*4.4  Form of Non-Qualified Stock Option Agreement.

*23.1 Consent of Arthur Andersen LLP.

*23.2 Consent of DeGolyer and MacNaughton.

*24.1 Powers of Attorney of certain directors of the Company.


*Filed herewith.

<PAGE>
                                       SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Houston, State of Texas, on the 
22nd day of August, 1995.

                          ENRON OIL & GAS COMPANY


                          By: /s/ Walter C. Wilson 
                              Walter C. Wilson
                              Senior Vice President and Chief Financial Officer

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

        Signature                   Title                          Date

  /s/ Forrest E. Hoglund Chairman of the Board, President,    August 21, 1995
  Forrest E. Hoglund     Chief Executive Officer and Director
                         (Principal Executive Officer)


  /s/ Walter C. Wilson   Senior Vice President and            August 21, 1995
    Walter C. Wilson      Chief Financial Officer
                       (Principal Financial Officer)

  /s/ Ben B. Boyd      Vice President and Controller          August 21, 1995
       Ben B. Boyd    (Principal Accounting Officer)


         *                      Director                    
     Fred C. Ackman


         *                      Director             
    Richard D. Kinder


         *                      Director                                 
     Kenneth L. Lay


         *                      Director                                 
   Edward Randall, III



*By:  /s/ Dennis M. Ulak                                 August 21, 1995
     Dennis M. Ulak
    Attorney-in-Fact    



<PAGE>
                           EXHIBIT INDEX

                                                               Sequentially
                                                                  Numbered 
Exhibit  Description of Exhibit                                    Page    

4.1     Certificate of Amendment of Restated Certificate of 
        Incorporation of Enron Oil & Gas Company 
        (incorporated by reference to Exhibit 4.1(b) to the
        Company's Registration Statement on Form S-8, 
        Registration No. 33-52201).

4.2     Certificate of Amendment of Restated Certificate of 
        Incorporation of Enron Oil & Gas Company (incorporated 
        by reference to Exhibit 4.1(c) to the Company's 
        Registration Statement on Form S-8, 
        Registration No. 33-58103).

4.3     Enron Oil & Gas Company 1992 Stock Plan (As Amended and 
        Restated Effective December 14, 1994) (incorporated by
        reference to Exhibit A to the Company's Proxy Statement,
        dated March 27, 1995, with respect to the Company's 
        1995 Annual Meeting of Shareholders).

*4.4    Form of Non-Qualified Stock Option Agreement                     7

*23.1   Consent of Arthur Andersen LLP                                  10

*23.2   Consent of DeGolyer and MacNaughton                             11

*24.1   Powers of Attorney of certain directors of the Company          12

*Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18757}]
{"company-data": {"conformed-name": "ENRON OIL & GAS CO", "cik": "0000821189", "assigned-sic": "0000", "irs-number": "470684736", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62005", "film-number": "95565924"}, "business-address": {"street1": "1400 SMITH ST", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7138536161"}}
As filed with the Securities and Exchange Commission on August 22, 1995

                                                 Registration No. 33-      

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

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                             _________________

                          ENRON OIL & GAS COMPANY
          (Exact name of registrant as specified in its charter)

                                 Delaware
                      (State or other jurisdiction of
                      incorporation or organization)    47-0684736
                             (I.R.S. Employer
                            Identification No.)
1400 Smith Street
                        Houston, Texas  77002-7369
       (Address of principal executive offices, including zip code)
                             _________________

                  ENRON OIL & GAS COMPANY 1992 STOCK PLAN
           (As Amended and Restated Effective December 14, 1994)
                         (Full title of the plan)

                              Dennis M. Ulak
          Vice President, General Counsel and Assistant Secretary
                             1400 Smith Street
                        Houston, Texas  77002-7369
                  (Name and address of agent for service)

                              (713) 853-5482
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

   Title of        Amount      Proposed maximum  Proposed maximum   Amount of
securities to be   to be       offering price    aggregate        Registration
  registered      registered   per share(1)      offering price(1)   Fee

Common Stock,
par value $.01    3,000,000       $20.69         $62,070,000       $21,403.45

(1) Estimated, solely for purposes of calculating the registration fee, in 
    accordance with Rule 457(h) on the basis of the price of securities
    of the same class, as determined in accordance with Rule 457(c), 
    using the average of the high and low prices of such stock 
    reported in the consolidated reporting system on August 16, 1995.

                             _________________

    This registration statement is being filed, in accordance with General 
    Instruction E to Form S-8, to register additional shares of Common
    for sale under the Enron Oil & Gas Company 1992 Stock Plan (As
    Amended and Restated Effective December 14, 1994).  The contents of the 
    registrant's Form S-8 Registration Statement (No. 33-48358) relating
    to the same employee benefit plan are incorporated by reference in this
    registration statement.
PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Pursuant to General Instruction E to Form S-8, the contents of the 
registrant's Form S-8 Registration Statement (No. 33-48358) relating to
the same employee benefit plan are incorporated by reference in this
registration statement.

         Item 6 is amended and restated as set forth below.

Item 6.       Indemnification of Directors and Officers.

         Pursuant to the authority granted under Section 145 of Chapter 1 of 
Title 8 of the Delaware General Corporation Law, the Company adopted 
Article Eighth to its Restated Certificate of Incorporation which provides
that:

           A. (1)  A director of the Corporation shall not be personally 
         liable to the Corporation or its stockholders for monetary
         damages for breach of fiduciary duty as a director, except for 
         liability (I) for any breach of the director's duty of loyalty to
         the Corporation or its stockholders, (ii) for acts or
         omissions not in good faith or which involve intentional misconduct 
         or a knowing violation of law, (iii) under Section 174 of the
         Delaware General Corporation Law, or (iv) for any transaction from 
         which the director derived an improper personal benefit.

              (2)  The foregoing provisions of this Article shall not eliminate
         or limit the liability of a director for any act or omission occurring
         prior to the effective date of this Restated Certificate of
         Incorporation.  Any repeal or amendment of this Article by the 
         stockholders of the Corporation shall be prospective only and
         shall not adversely affect any limitation on the personal liability
         of a director of the Corporation existing at the time of such
         repeal or amendment.  In addition to the circumstances in which 
         a director of the Corporation is not personally liable as set forth 
         in the foregoing provisions of this Article, a director shall not
         be liable to the fullest extent permitted by any amendment to the 
         Delaware General Corporation Laws enacted that further limits the
         liability of a director.

           B. (1)  Each person who was or is made a party or is threatened to 
         be made a party to or is involved in any action, suit or 
         proceeding, whether civil, criminal, administrative or 
         investigative (hereinafter a  proceeding ), by reason of the fact 
         that he or she, or a person of whom he or she is the legal 
         representative, is or was a director or officer, of the Corporation
         or 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, shall 
         be indemnified and held harmless by the Corporation to the fullest 
         extent authorized by the Delaware General Corporation Law, as the
         same exists or may hereafter be amended (but, in the case of any  
         such amendment, only to the extent that such amendment permits the 
         Corporation to provide broader indemnification rights than said law 
         permitted the Corporation to provide prior to such amendment), against
         all expense, liability and loss (including attorneys' fees, 
         judgments, fines, ERISA excise taxes or penalties and amounts paid or 
         to be paid in settlement) reasonably incurred or suffered by such 
         person in connection therewith, and 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, 
         except as provided in paragraph (2) hereof, the Corporation shall 
         indemnify any such person seeking 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 the Corporation.  The right to indemnification 
         conferred in this Section shall be a contract right and shall 
         include the right to be paid by the Corporation the expenses 
         incurred in defending any such proceeding in advance of its final 
         disposition; provided, however, that if the Delaware General 
         Corporation Law requires, the payment of such expenses incurred by a 
         director or officer in his or her capacity as a director or officer 
         (and not in any other capacity in which service was or is rendered 
         by such person while a director or officer, including, without 
         limitation, service to an employee benefit plan) in advance 
         of the final disposition of the proceeding, shall be made 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 Article or otherwise.  The 
         Corporation may, by action of its Board of Directors, provide 
         indemnification to employees and agents of the Corporation with the 
         same scope and effect as the foregoing indemnification of directors 
         and officers.

            (2)  If a claim under paragraph B(1) of this Article is not paid 
         in full by the Corporation within thirty days after a written 
         claim has been received by the Corporation, the claimant may
         at any time thereafter bring suit against the Corporation to 
         recover the unpaid amount of the claim and, if successful in 
         whole or in part, the claimant shall be entitled to be paid also 
         the expense of prosecuting such claim.  It shall be a defense 
         to any such action (other than an action brought to enfore 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 the Corporation) that the 
         claimant has not met the standards of conduct which make it 
         permissible under the Delaware General Corporation Law for the 
         Corporation to indemnify the claimant for the amount claimed, but 
         the burden of proving such defense shall be on the Corporation. 
         Neither the failure of the Corporation (including its Board of 
         Directors, independent legal counsel, or its stockholders) to 
         have made a determination prior to the commencement 
         of such action that indemnification of the claimant is proper in 
         the circumstances because he or she has met the applicable
         standard of conduct set forth in the Delaware General 
         Corporation Law, nor an actual determination by the Corporation
         (including its Board of Directors, independent legal counsel, or its 
         stockholders) that the claimant has not met such applicable 
         standard of conduct, shall be a defense to the action or create
         a presumption that the claimant has not met the applicable standard 
         of conduct.

           (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 Certificate of 
         Incorporation, by-law, agreement, vote of stockholders or 
         disinterested directors or otherwise. 

           (4)  The Corporation may maintain insurance, at its expense, to 
         protect itself and any director, officer, employee or agent of
         of the Corporation or another corporation, partnership, joint 
         venture, trust or other enterprise against any such expense, 
         liability or loss, whether or not the Corporation would have 
         have the power to indemnify such person against such expense, 
         liability or loss under the Delaware General Corporation Law.

           (5)  If this Article or any portion hereof shall be invalidated on 
         any ground by any court of competent jurisdiction, then the 
         Corporation shall nevertheless indemnify and hold harmless each 
         director, officer, employee and agent of the Corporation, and may 
         nevertheless indemnify and hold harmless each employee and agent of 
         the Corporation, as to costs, charges and expenses (including 
         attorney's fees), judgments, fines, and amounts paid in settlement 
         with respect to any action, suit or proceeding, whether civil, 
         criminal, administrative or investigative to the full extent 
         permitted by any applicable portion of this Article that shall 
         not have been invalidated and to the full extent permitted by 
         applicable law.

          (6)  For purposes of this Article, reference to the  Corporation  
         shall include, in addition to the Corporation, any constituent 
         corporation (including any constituent of a constituent) 
         absorbed in a consolidation or merger prior to (or, in the case of 
         an entity specifically designated in a resolution of the Board of 
         Directors, after) the adoption hereof and which, if its separate 
         existence had continued, would have had the power and authority 
         to indemnify its directors, officers and employees or agents, 
         so that any person who is or was a director, officer, employee or 
         agent of such constituent corporation, or is or was serving at 
         the request of such constituent corporation as a director, officer, 
         employee or agent of another corporation, partnership, 
         joint venture, trust or other enterprise, shall stand 
         in the same position under the provisions of this Article with 
         respect to the resulting or surviving corporation as he would 
         have with respect to such constituent corporation if its 
         separate existence had continued.

         The Company's officers and directors are also covered by insurance 
policies purchased by Enron Corp. that provide protection where the 
Company cannot legally indemnify a director or officer and where a claim arises
under the Employee Retirement Income Security Act of 1974 against a director 
or officer based on an alleged breach or fiduciary duty or other wrongful 
act.  The Company reimburses Enron Corp. for costs attributable to insurance
policies for the Company's officers and directors.
The following documents are filed as part of this registration 
statement, in accordance with General Instruction E to Form S-8:

Exhibits.

4.1  Certificate of Amendment of Restated Certificate of Incorporation of 
Enron Oil & Gas Company (incorporated by reference to Exhibit 4.1(b) to the 
Company s Registration Statement on Form S-8, Registration No. 33-52201).

4.2  Certificate of Amendment of Restated Certificate of Incorporation of 
Enron Oil & Gas Company (incorporated by reference to Exhibit 4.1(c) to the 
Company s Registration Statement on Form S-8, Registration No. 33-58103).

4.3  Enron Oil & Gas Company 1992 Stock Plan (As Amended and Restated 
Effective December 14, 1994) (incorporated by reference to Exhibit A to the 
Company s Proxy Statement, dated March 27, 1995, with respect to the 
Company s 1995 Annual Meeting of Shareholders).

*4.4  Form of Non-Qualified Stock Option Agreement.

*23.1 Consent of Arthur Andersen LLP.

*23.2 Consent of DeGolyer and MacNaughton.

*24.1 Powers of Attorney of certain directors of the Company.

*Filed herewith.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Houston, State of Texas, on the 
22nd day of August, 1995.

                          ENRON OIL & GAS COMPANY

                          By: /s/ Walter C. Wilson 
                              Walter C. Wilson
                              Senior Vice President and Chief Financial Officer

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

        Signature                   Title                          Date

  /s/ Forrest E. Hoglund Chairman of the Board, President,    August 21, 1995
  Forrest E. Hoglund     Chief Executive Officer and Director
                         (Principal Executive Officer)

  /s/ Walter C. Wilson   Senior Vice President and            August 21, 1995
    Walter C. Wilson      Chief Financial Officer
                       (Principal Financial Officer)

  /s/ Ben B. Boyd      Vice President and Controller          August 21, 1995
       Ben B. Boyd    (Principal Accounting Officer)

         *                      Director                    
     Fred C. Ackman

         *                      Director             
    Richard D. Kinder

         *                      Director                                 
     Kenneth L. Lay

         *                      Director                                 
   Edward Randall, III

*By:  /s/ Dennis M. Ulak                                 August 21, 1995
     Dennis M. Ulak
    Attorney-in-Fact
EXHIBIT INDEX

                                                               Sequentially
                                                                  Numbered 
Exhibit  Description of Exhibit                                    Page    

4.1     Certificate of Amendment of Restated Certificate of 
        Incorporation of Enron Oil & Gas Company 
        (incorporated by reference to Exhibit 4.1(b) to the
        Company's Registration Statement on Form S-8, 
        Registration No. 33-52201).

4.2     Certificate of Amendment of Restated Certificate of 
        Incorporation of Enron Oil & Gas Company (incorporated 
        by reference to Exhibit 4.1(c) to the Company's 
        Registration Statement on Form S-8, 
        Registration No. 33-58103).

4.3     Enron Oil & Gas Company 1992 Stock Plan (As Amended and 
        Restated Effective December 14, 1994) (incorporated by
        reference to Exhibit A to the Company's Proxy Statement,
        dated March 27, 1995, with respect to the Company's 
        1995 Annual Meeting of Shareholders).

*4.4    Form of Non-Qualified Stock Option Agreement                     7

*23.1   Consent of Arthur Andersen LLP                                  10

*23.2   Consent of DeGolyer and MacNaughton                             11

*24.1   Powers of Attorney of certain directors of the Company          12

*Filed herewith.