As filed with the Securities and Exchange Commission on July 21, 1997

                                      Registration No. 333-      



                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                                  47-0684736
 (State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                   Identification No.)

                        1400 Smith Street
                    Houston, Texas  77002-7369
   (Address of principal executive offices, including zip code)
                        _________________

       ENRON OIL & GAS COMPANY 1993 NONEMPLOYEE DIRECTORS'
                        STOCK OPTION PLAN
                     (Full title of the plan)

                       Barry Hunsaker, Jr.
            Senior Vice President and General Counsel
                        1400 Smith Street
                    Houston, Texas  77002-7369
             (Name and address of agent for service)

                          (713) 853-6161
  (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 Fee
  registered    registered   per share(1)     offering price(1)

 Common Stock,
par value $.01   200,000       19.03125        3,806,250.00         $1,153.41


(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 on the New York 
    Stock Exchange Composite Tape on July 15, 1997.

                        _________________

                        Page 1 of 14 Pages
                 Exhibit Index appears on Page 8



<PAGE>
                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.       Incorporation of Documents by Reference.

         The following documents which have been filed with the Securities and 
Exchange Commission (the "Commission") by Enron Oil & Gas Company, a Delaware 
corporation (the "Company"), are incorporated herein by reference and made a
part hereof:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year 
              ended December 31, 1996;

         (b)  The Company's Quarterly Report on Form 10-Q for the quarter 
              ended March 31, 1997;

         (c)  Description of the Common Stock contained in Form 8-A filed with 
              the Commission on August 29, 1989.

   All documents filed by the Company or the Plan pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the effective date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have 
been sold or deregistering all securities then remaining unsold, shall be 
deemed to be incorporated by reference herein and to be a part hereof from 
the date of filing of such documents.  Any statement contained herein or
in any document incorporated or deemed to be incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of this Registration
superseded for purposes of this Registration Statement to the extent that a 
statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or 
supersedes such statement.  Any such statement so modified or superseded 
shall not be deemed to constitute a part of this Registration Statement, 
except as so modified or superseded.

Item 4.          Description of Securities.

  Not applicable.

Item 5.          Interests of Named Experts and Counsel.

  Not applicable.

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 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.

<PAGE>
           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 enforce a claim for expenses
         incurred in defending any proceeding in advance of its final 
         disposition where the required undertaking, if any is required, has
         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.

<PAGE>
           (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 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 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.



Item 7.    Exemption from Registration Claimed.

         Not applicable.


Item 8.    Exhibits.

              4.1(a)    -    Restated Certificate of Incorporation of Enron 
                             Oil & Gas Company (Exhibit 3.1 to Form S-1
                             Registration Statement No. 33-30678, filed 
                             August 24, 1989).
          
              4.1(b)    -    Certificate of Amendment of Restated Certificate 
                             of Incorporation of Enron Oil & Gas Company
                             (Exhibit 4.1(b) to Form S-8 Registration 
                             Statement No. 33-52201, filed February 8, 1994).
          
              4.1(c)    -    Certificate of Amendment of Restated Certificate 
                             of Incorporation of Enron Oil & Gas Company
                             (Exhibit 4.1(c) to Form S-8 Registration 
                             Statement No. 33-58103, filed March 15, 1995).

<PAGE>          
              4.1(d)    -    Certificate of Amendment of Restated Certificate 
                             of Incorporation of Enron Oil & Gas Company
                             (Exhibit 3(d) to Form S-3 Registration Statement 
                             No. 333-09919, filed August 9, 1996).

              4.2       -    Bylaws of Enron Oil & Gas Company (Exhibit 3.2 to 
                             Enron Oil & Gas Company Annual Report on Form 10-K 
                             for the year ended December 31, 1996).
          
              4.3(a)    -    Enron Oil & Gas Company 1993 Nonemployee Directors'
                             Stock Option Plan (Exhibit 10.14 to the Company's
                             Annual Report on Form 10-K for the year ended 
                             December 31, 1992).
          
              4.3(b)    -    First Amendment to Enron Oil & Gas Company 1993 
                             Nonemployee Directors' Stock Option Plan
                             (Exhibit 10.14(a) to the Company's Annual Report 
                             on Form 10-K for the year ended December 31, 1996).
          
              *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>
                    
          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, as amended (the "1933 Act");

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

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the Registrant pursuant 
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by 
reference in the Registration Statement.

         (2)  That, for the purpose of determining any liability under the 
1933 Act, each such post-effective amendment shall be deemed to be a new 
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

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

         (4)  That, for purposes of determining any liability under the 1933 
Act, each filing of the Registrant's annual report pursuant to Section 13(a) 
or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the 
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the 1933 Act 
may be permitted to directors, officers and controlling persons of the 
Registrant pursuant to the foregoing provisions, 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 
1933 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 of 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 1933 Act and will be governed by the final adjudication of 
such issue.

<PAGE>
                                SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, 
the registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Houston, State of Texas, on the 
21st day of July, 1997.

                                  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,          July 21, 1997
      Forrest E. Hoglund   Chief Executive Officer and Director
                              (Principal Executive Officer)


  /s/ Walter C. Wilson         Senior Vice President and        July 21, 1997
      Walter C. Wilson         Chief Financial Officer
                            (Principal Financial Officer)

  /s/ Ben B. Boyd             Vice President and Controller     July 21, 1997
      Ben B. Boyd            (Principal Accounting Officer)


                      *                                    Director     
          Fred C. Ackman


                      *                                    Director       
          Kenneth L. Lay


                      *                                    Director       
         Edward Randall, III


                      *                                    Director  
        Edmund P. Segner, III


      *By:  /s/ Angus H. Davis                                  July 21, 1997
               Angus H. Davis
  (Attorney-in-Fact for the persons
            indicated) 


<PAGE>
                          EXHIBIT INDEX
 
                                                                  Sequentially
                                                                    Numbered 
Exhibit  Description of Exhibit                                       Page    

4.1(a)   -  Restated Certificate of Incorporation of Enron Oil & Gas Company 
            (Exhibit 3.1 to Form S-1 Registration Statement No. 33-30678,
            filed August 24, 1989).

4.1(b)   -  Certificate of Amendment of Restated Certificate of Incorporation 
            of Enron Oil & Gas Company (Exhibit 4.1(b) to Form S-8 Registration
            Statement No. 33-52201, filed February 8, 1994).

4.1(c)   -  Certificate of Amendment of Restated Certificate of Incorporation
            of Enron Oil & Gas Company (Exhibit 4.1(c) to Form S-8 Registration
            Statement No. 33-58103, filed March 15, 1995).

4.1(d)   -  Certificate of Amendment of Restated Certificate of Incorporation 
            of Enron Oil & Gas Company (Exhibit 3(d) to Form S-3 Registration 
            Statement No. 333-09919, filed August 9, 1996).

4.2      -  Bylaws of Enron Oil & Gas Company (Exhibit 3.2 to Enron Oil & Gas
            Company Annual Report on Form 10-K for the year ended December 31,
            1996).

4.3(a)   -  Enron Oil & Gas Company 1993 Nonemployee Directors' Stock Option 
            Plan
            (Exhibit 10.14 to the Company's Annual Report on Form 10-K for the 
            year ended December 31, 1992).

4.3(b)   -  First Amendment to Enron Oil & Gas Company 1993 Nonemployee 
            Directors' Stock Option Plan (Exhibit 10.14(a) to the Company's 
            Annual Report on Form 10-K for the year ended December 31, 1996).

*23.1    -  Consent of Arthur Andersen LLP.                             9

*23.2    -  Consent of DeGolyer and MacNaughton.                       10

*24.1    -  Powers of Attorney of certain directors of the Company.    11




*Filed herewith.
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As filed with the Securities and Exchange Commission on July 21, 1997

                                      Registration No. 333-      

                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                                  47-0684736
 (State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                   Identification No.)

                        1400 Smith Street
                    Houston, Texas  77002-7369
   (Address of principal executive offices, including zip code)
                        _________________

       ENRON OIL & GAS COMPANY 1993 NONEMPLOYEE DIRECTORS'
                        STOCK OPTION PLAN
                     (Full title of the plan)

                       Barry Hunsaker, Jr.
            Senior Vice President and General Counsel
                        1400 Smith Street
                    Houston, Texas  77002-7369
             (Name and address of agent for service)

                          (713) 853-6161
  (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 Fee
  registered    registered   per share(1)     offering price(1)

 Common Stock,
par value $.01   200,000       19.03125        3,806,250.00         $1,153.41

(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 on the New York 
    Stock Exchange Composite Tape on July 15, 1997.

                        _________________

                        Page 1 of 14 Pages
                 Exhibit Index appears on Page 8
PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

         The following documents which have been filed with the Securities and 
Exchange Commission (the "Commission") by Enron Oil & Gas Company, a Delaware 
corporation (the "Company"), are incorporated herein by reference and made a
part hereof:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year 
              ended December 31, 1996;

         (b)  The Company's Quarterly Report on Form 10-Q for the quarter 
              ended March 31, 1997;

         (c)  Description of the Common Stock contained in Form 8-A filed with 
              the Commission on August 29, 1989.

   All documents filed by the Company or the Plan pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the effective date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have 
been sold or deregistering all securities then remaining unsold, shall be 
deemed to be incorporated by reference herein and to be a part hereof from 
the date of filing of such documents.  Any statement contained herein or
in any document incorporated or deemed to be incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of this Registration
superseded for purposes of this Registration Statement to the extent that a 
statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or 
supersedes such statement.  Any such statement so modified or superseded 
shall not be deemed to constitute a part of this Registration Statement, 
except as so modified or superseded.

Item 4.          Description of Securities.

  Not applicable.

Item 5.          Interests of Named Experts and Counsel.

  Not applicable.

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 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 enforce a claim for expenses
         incurred in defending any proceeding in advance of its final 
         disposition where the required undertaking, if any is required, has
         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 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 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.

Item 7.    Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

              4.1(a)    -    Restated Certificate of Incorporation of Enron 
                             Oil & Gas Company (Exhibit 3.1 to Form S-1
                             Registration Statement No. 33-30678, filed 
                             August 24, 1989).
          
              4.1(b)    -    Certificate of Amendment of Restated Certificate 
                             of Incorporation of Enron Oil & Gas Company
                             (Exhibit 4.1(b) to Form S-8 Registration 
                             Statement No. 33-52201, filed February 8, 1994).
          
              4.1(c)    -    Certificate of Amendment of Restated Certificate 
                             of Incorporation of Enron Oil & Gas Company
                             (Exhibit 4.1(c) to Form S-8 Registration 
                             Statement No. 33-58103, filed March 15, 1995).
4.1(d)    -    Certificate of Amendment of Restated Certificate 
                             of Incorporation of Enron Oil & Gas Company
                             (Exhibit 3(d) to Form S-3 Registration Statement 
                             No. 333-09919, filed August 9, 1996).

              4.2       -    Bylaws of Enron Oil & Gas Company (Exhibit 3.2 to 
                             Enron Oil & Gas Company Annual Report on Form 10-K 
                             for the year ended December 31, 1996).
          
              4.3(a)    -    Enron Oil & Gas Company 1993 Nonemployee Directors'
                             Stock Option Plan (Exhibit 10.14 to the Company's
                             Annual Report on Form 10-K for the year ended 
                             December 31, 1992).
          
              4.3(b)    -    First Amendment to Enron Oil & Gas Company 1993 
                             Nonemployee Directors' Stock Option Plan
                             (Exhibit 10.14(a) to the Company's Annual Report 
                             on Form 10-K for the year ended December 31, 1996).
          
              *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.
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, as amended (the "1933 Act");

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

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the Registrant pursuant 
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by 
reference in the Registration Statement.

         (2)  That, for the purpose of determining any liability under the 
1933 Act, each such post-effective amendment shall be deemed to be a new 
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

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

         (4)  That, for purposes of determining any liability under the 1933 
Act, each filing of the Registrant's annual report pursuant to Section 13(a) 
or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the 
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the 1933 Act 
may be permitted to directors, officers and controlling persons of the 
Registrant pursuant to the foregoing provisions, 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 
1933 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 of 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 1933 Act and will be governed by the final adjudication of 
such issue.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, 
the registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Houston, State of Texas, on the 
21st day of July, 1997.

                                  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,          July 21, 1997
      Forrest E. Hoglund   Chief Executive Officer and Director
                              (Principal Executive Officer)

  /s/ Walter C. Wilson         Senior Vice President and        July 21, 1997
      Walter C. Wilson         Chief Financial Officer
                            (Principal Financial Officer)

  /s/ Ben B. Boyd             Vice President and Controller     July 21, 1997
      Ben B. Boyd            (Principal Accounting Officer)

                      *                                    Director     
          Fred C. Ackman

                      *                                    Director       
          Kenneth L. Lay

                      *                                    Director       
         Edward Randall, III

                      *                                    Director  
        Edmund P. Segner, III

      *By:  /s/ Angus H. Davis                                  July 21, 1997
               Angus H. Davis
  (Attorney-in-Fact for the persons
            indicated)
EXHIBIT INDEX
 
                                                                  Sequentially
                                                                    Numbered 
Exhibit  Description of Exhibit                                       Page    

4.1(a)   -  Restated Certificate of Incorporation of Enron Oil & Gas Company 
            (Exhibit 3.1 to Form S-1 Registration Statement No. 33-30678,
            filed August 24, 1989).

4.1(b)   -  Certificate of Amendment of Restated Certificate of Incorporation 
            of Enron Oil & Gas Company (Exhibit 4.1(b) to Form S-8 Registration
            Statement No. 33-52201, filed February 8, 1994).

4.1(c)   -  Certificate of Amendment of Restated Certificate of Incorporation
            of Enron Oil & Gas Company (Exhibit 4.1(c) to Form S-8 Registration
            Statement No. 33-58103, filed March 15, 1995).

4.1(d)   -  Certificate of Amendment of Restated Certificate of Incorporation 
            of Enron Oil & Gas Company (Exhibit 3(d) to Form S-3 Registration 
            Statement No. 333-09919, filed August 9, 1996).

4.2      -  Bylaws of Enron Oil & Gas Company (Exhibit 3.2 to Enron Oil & Gas
            Company Annual Report on Form 10-K for the year ended December 31,
            1996).

4.3(a)   -  Enron Oil & Gas Company 1993 Nonemployee Directors' Stock Option 
            Plan
            (Exhibit 10.14 to the Company's Annual Report on Form 10-K for the 
            year ended December 31, 1992).

4.3(b)   -  First Amendment to Enron Oil & Gas Company 1993 Nonemployee 
            Directors' Stock Option Plan (Exhibit 10.14(a) to the Company's 
            Annual Report on Form 10-K for the year ended December 31, 1996).

*23.1    -  Consent of Arthur Andersen LLP.                             9

*23.2    -  Consent of DeGolyer and MacNaughton.                       10

*24.1    -  Powers of Attorney of certain directors of the Company.    11

*Filed herewith.