As filed with the Securities and Exchange Commission on February 8, 1994
                                                       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                                      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 1994 STOCK PLAN
                            (Full title of the plan)

                                 Angus H. Davis
              Vice President, Communications and Corporate Secretary
                                 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
  registered     registered  per share(1)      offering price(1)      Fee
Common Stock, without
par value        1,000,000     $44.6875         $44,687,500.00     $15,410.00

(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 February 1, 1994.


                                         Page 1 of 26 Pages
                                   Exhibit Index appears on Page 7


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, 1992;

    (b)  The Company's Quarterly Report on Form 10-Q for the quarter 
ended March 31, 1993;

    (c)  The Company's Quarterly Report on Form 10-Q for the quarter 
ended June 30, 1993;

    (d)  The Company's Quarterly Report on Form 10-Q for the quarter
 ended September 30, 1993;

    (e)  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 Statement to the extent that 
a statement contained herein or in any other subsequently filed 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 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 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 of 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 (incorporated by reference to Exhibit 3.1 to the 
Company's Registration Statement on Form S-1, Registration No. 33-30678).

      *4.1(b)    Certificate of Amendment of Restated Certificate of 
Incorporation of Enron Oil & Gas Company.

       4.2       Bylaws of Enron Oil & Gas Company (incorporated 
by reference to Exhibit 3.2 to the Company's
                  Annual Report on Form 10-K for the year ended 
December 31, 1990).

      *4.3       Enron Oil & Gas Company 1994 Stock Plan.

     *23.1       Consent of Arthur Andersen & Co.

     *23.2       Consent of DeGolyer and MacNaughton.

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

__________________
*  Filed herewith.

                                            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 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 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 8th day of February, 1994.

                                 ENRON OIL & GAS COMPANY

                              By:       
                              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

                          Chairman of the Board, President,   February 8, 1994
Forrest E. Hoglund      Chief Executive Officer and Director
                           (Principal Executive Officer)


                           Senior Vice President and          February 8, 1994
Walter C. Wilson             Chief Financial Officer
                          (Principal Financial Officer)



                          Vice President and Controller       February 8, 1994
Ben B. Boyd               (Principal Accounting Officer) 



      *                               Director                              
Fred C. Ackman


      *                               Director                              
Richard D. Kinder


      *                               Director                              
Kenneth L. Lay


      *                               Director                              
Edward Randall, III


*By:                                                         February 8, 1994
   Angus H. Davis
   Attorney-in-Fact


                                            EXHIBIT INDEX

                                                                  Sequentially
                                                                      Numbered
Exhibit    Description of Exhibit                                         Page

 4.1(a)   Restated Certificate of Incorporation of Enron Oil & Gas 
Company (incorporated by reference to Exhibit 3.1 to the Company's 
Registration Statement on Form S-1, Registration No. 33-30678).

*4.1(b)   Certificate of Amendment of Restated Certificate of               8
Incorporation of Enron Oil & Gas Company.

 4.2      Bylaws of Enron Oil & Gas Company (incorporated by 
reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K 
for the year ended December 31, 1990).

*4.3      Enron Oil & Gas Company 1994 Stock Plan.                          9

*23.1     Consent of Arthur Andersen & Co.                                 22

*23.2     Consent of DeGolyer and MacNaughton.                             23

*24.1     Powers of Attorney of certain directors of the Company.          24

*  Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21912}]
{"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": "033-52201", "film-number": "94505079"}, "business-address": {"street1": "1400 SMITH ST", "street2": "P.O. BOX 1188", "city": "HOUSTON", "state": "TX", "zip": "77251", "phone": "7138536161"}}
As filed with the Securities and Exchange Commission on February 8, 1994
                                                       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                                      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 1994 STOCK PLAN
                            (Full title of the plan)

                                 Angus H. Davis
              Vice President, Communications and Corporate Secretary
                                 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
  registered     registered  per share(1)      offering price(1)      Fee
Common Stock, without
par value        1,000,000     $44.6875         $44,687,500.00     $15,410.00

(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 February 1, 1994.

                                         Page 1 of 26 Pages
                                   Exhibit Index appears on Page 7

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, 1992;

    (b)  The Company's Quarterly Report on Form 10-Q for the quarter 
ended March 31, 1993;

    (c)  The Company's Quarterly Report on Form 10-Q for the quarter 
ended June 30, 1993;

    (d)  The Company's Quarterly Report on Form 10-Q for the quarter
 ended September 30, 1993;

    (e)  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 Statement to the extent that 
a statement contained herein or in any other subsequently filed 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 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 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 of 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 (incorporated by reference to Exhibit 3.1 to the 
Company's Registration Statement on Form S-1, Registration No. 33-30678).

      *4.1(b)    Certificate of Amendment of Restated Certificate of 
Incorporation of Enron Oil & Gas Company.

       4.2       Bylaws of Enron Oil & Gas Company (incorporated 
by reference to Exhibit 3.2 to the Company's
                  Annual Report on Form 10-K for the year ended 
December 31, 1990).

      *4.3       Enron Oil & Gas Company 1994 Stock Plan.

     *23.1       Consent of Arthur Andersen & Co.

     *23.2       Consent of DeGolyer and MacNaughton.

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

__________________
*  Filed herewith.

                                            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 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 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 8th day of February, 1994.

                                 ENRON OIL & GAS COMPANY

                              By:       
                              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

                          Chairman of the Board, President,   February 8, 1994
Forrest E. Hoglund      Chief Executive Officer and Director
                           (Principal Executive Officer)

                           Senior Vice President and          February 8, 1994
Walter C. Wilson             Chief Financial Officer
                          (Principal Financial Officer)

                          Vice President and Controller       February 8, 1994
Ben B. Boyd               (Principal Accounting Officer) 

      *                               Director                              
Fred C. Ackman

      *                               Director                              
Richard D. Kinder

      *                               Director                              
Kenneth L. Lay

      *                               Director                              
Edward Randall, III

*By:                                                         February 8, 1994
   Angus H. Davis
   Attorney-in-Fact

                                            EXHIBIT INDEX

                                                                  Sequentially
                                                                      Numbered
Exhibit    Description of Exhibit                                         Page

 4.1(a)   Restated Certificate of Incorporation of Enron Oil & Gas 
Company (incorporated by reference to Exhibit 3.1 to the Company's 
Registration Statement on Form S-1, Registration No. 33-30678).

*4.1(b)   Certificate of Amendment of Restated Certificate of               8
Incorporation of Enron Oil & Gas Company.

 4.2      Bylaws of Enron Oil & Gas Company (incorporated by 
reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K 
for the year ended December 31, 1990).

*4.3      Enron Oil & Gas Company 1994 Stock Plan.                          9

*23.1     Consent of Arthur Andersen & Co.                                 22

*23.2     Consent of DeGolyer and MacNaughton.                             23

*24.1     Powers of Attorney of certain directors of the Company.          24

*  Filed herewith.