<PAGE>

  As filed with the Securities and Exchange Commission on July 1, 1999
                                                           Registration No. 333-
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                               __________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               _________________
                            EL PASO ELECTRIC COMPANY
             (Exact name of registrant as specified in its charter)

          Texas                                               74-0607870
(State or other Jurisdiction                               (I.R.S. Employer
of Incorporation or Organization)                       Identification Number)

                                 123 W. Mills
                             El Paso, Texas 79901
                                (915) 543-5711
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                           ________________________
            El Paso Electric Company 1999 Long-Term Incentive Plan
                           (Full title of the plan)

                                 Terry Bassham
                                General Counsel
                           El Paso Electric Company
                                 123 W. Mills
                             El Paso, Texas 79901
                                (915) 543-5711
      (Name, address, including zip code, and telephone number, including
                       area code, of agent for service)
                            ______________________
                                with a copy to:
                             Daniel G. Kelly, Jr.
                             Davis Polk & Wardwell
                             450 Lexington Avenue
                           New York, New York 10017



<TABLE>
                                           CALCULATION OF REGISTRATION FEE
========================================================================================================================
 Title of Each Class       Amount to be         Proposed Maximum            Proposed Maximum           Amount of
 of Securities to be       Registered/1/         Offering Price Per        Aggregate Offering      Registration Fee
      Registered                                     Share/2/                    Price
========================================================================================================================
<S>                        <C>                  <C>                        <C>                     <C>
Common Stock                 2,000,000                 $8.97                   $17,937,500               $4,986.63
(without par value)
========================================================================================================================
</TABLE>

/1/ Registrant will issue shares of common stock upon the exercise of options,
exercise of stock appreciation rights, or achievement of performance measures in
connection with performance shares granted under the El Paso Electric Company
1999 Long-Term Incentive Plan (the "Plan") or upon award of bonus stock or
restricted stock under the Plan. This Registration Statement also covers an
indeterminable number of additional shares that Registrant may issue to prevent
dilution in the event of stock splits, stock dividends or similar transactions
under the terms of the Plan.
/2/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended,
based on the average of the high and low per share price of the Registrant's
common stock reported by the American Stock Exchange on June 29 1999.
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Registrant is including the information called for in Part I of Form S-8 in
a prospectus dated July 1, 1999. Registrant will provide these documents to
participants in the El Paso Electric Company 1999 Long-Term Incentive Plan as
required by Rule 428(b)(1) of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated by reference under Part II, Item 3 of this
Registration Statement together constitute the prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                       2
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          El Paso Electric Company (the "Company") incorporates by reference in
this Registration Statement the following documents it previously filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

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

          2.  The Company's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 1999;

          3.  The description of the Company's common stock, no par value,
     contained in the Company's Form 8-A for Registration of Certain Classes of
     Securities Pursuant to Section 12(b) or 12(g) of the Exchange Act,
     effective as of February 15, 1996, including any amendments or reports
     filed for the purpose of updating such description.

          In addition, all documents the Company subsequently files pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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, are deemed to be incorporated by reference in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").

          Any statement contained herein or in an Incorporated Document shall be
deemed modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which 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, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.   Description of Securities.

          The information required by Item 4 is not applicable to this
Registration Statement.

Item 5.   Interests of Named Experts and Counsel.

          The information required by Item 5 is not applicable to this
Registration Statement.

                                       3
<PAGE>

Item 6.   Indemnification of Directors and Officers.

          Article 2.02-1 of the Texas Business Corporation Act provides a
corporation may indemnify its officers and directors against judgments,
penalties (including excise and similar taxes), fines, settlements, and
reasonable expenses actually incurred by the officer or director in connection
with a proceeding where they are or threatened to be made a named defendant or
respondent, if they acted in good faith and in a manner they reasonably believed
was in or not opposed to the corporation's best interests, and in the case of
any criminal proceeding, had no reasonable cause to believe their conduct was
unlawful. Article 2.02-1 provides a corporation shall indemnify its officers and
directors against reasonable expenses incurred in connection with a proceeding
in which the individual is a named defendant or respondent because the
individual is or was an officer or director if the individual is wholly
successful, on the merits or otherwise, in the defense of the proceeding. The
Company's Restated Articles of Incorporation and Bylaws provide for
indemnification of officers and directors of the Company to the fullest extent
permitted by law. The Company has entered into indemnity agreements with each
officer and director requiring the Company to indemnify such officers and
directors to the fullest extent permitted by law. Article 1302-7.06 of the Texas
Miscellaneous Corporations Law Act authorizes a Texas corporation to include a
provision in its articles of incorporation to provide that "a director of the
corporation shall not be liable, or shall be liable only to the extent provided
in the articles of incorporation, to the corporation or its shareholders... for
monetary damages for an act or omission in the director's capacity as a
director," with certain exceptions. The Company's Amended and Restated Articles
of Incorporation include a provision eliminating the liability of a director for
monetary damages to the Company to the fullest extent permitted by Article 1302-
7.06.

Item 7.   Exemption from Registration Claimed.

          The information required by Item 7 is not applicable to this
Registration Statement.

Item 8.   Exhibits.

          The following exhibits are filed with this Registration Statement:

          Exhibit
          Number              Description

          4.1       El Paso Electric Company's 1999 Long-Term Incentive Plan.

          5         Opinion of Clark, Thomas & Winters, a Professional
                    Corporation regarding legality of the Common Stock.

          15        Letter regarding unaudited Interim Financial Information.

          23.1      Consent of Clark, Thomas & Winters, P.C. (Incorporated by
                    reference to Exhibit 5 hereof).

          23.2      Consent of KPMG LLP.

                                       4
<PAGE>

Item 9.   Undertakings.

     (a)  The Company hereby undertakes:

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

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

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

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

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in the post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the Company 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 purposes of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and 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.

     (b)  The Company hereby undertakes that, for the purposes of determining
     any liability under the Securities Act, each filing of the Company's annual
     report pursuant to Section 13(a) or 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.

     (c)  Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers, and controlling
     persons of the Company pursuant to the foregoing provisions, or otherwise,
     the Company has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     and is, therefore, unenforceable. In the event that a claim for

                                       5
<PAGE>

     indemnification against such liabilities (other than the payment by the
     Company of expenses incurred or paid by a director, officer or controlling
     person of the Company 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 Company will, unless
     in the opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as expressed in
     the Securities Act and will be governed by the final adjudication of such
     issue.

                                       6
<PAGE>

                                  SIGNATURES

          Pursuant to the requirements of the Securities Act, the Company
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 El Paso, State of Texas, on this 1st day of July,
1999.


                                          EL PASO ELECTRIC COMPANY



                                          By: /s/ James S. Haines, Jr.
                                             ------------------------------
                                              James S. Haines, Jr.
                                              Chief Executive Officer
                                              And President

          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

     Signature                          Title                       Date
     ---------                          -----                       ----


/s/ James S. Haines, Jr.         Chief Executive Officer,       June 29, 1999
----------------------------
James S. Haines, Jr.             President and Director
                                 (Principal Executive
                                 Officer)

/s/ Gary R. Hedrick              Vice President, Treasurer      June 30, 1999
----------------------------
Gary R. Hedrick                  and Chief Financial Officer
                                 (Principal Financial and
                                 Accounting Officer)

/s/ George W. Edwards, Jr.       Chairman of the Board and      June 26, 1999
----------------------------
George W. Edwards, Jr.           Director



/s/ Wilson K. Cadman             Director                       June 26, 1999
---------------------------
Wilson K. Cadman


/s/ James A. Cardwell            Director                       June 30, 1999
-----------------------------
James A. Cardwell

                                       7
<PAGE>

    Signature                             Title                Date
    ---------                             -----                ----

/s/ Ramiro Guzman                        Director          June 30, 1999
----------------------------------
Ramiro Guzman



/s/ James W. Harris                      Director          June 30, 1999
----------------------------------
James W. Harris


/s/ Kenneth R. Heitz                     Director          June 30, 1999
----------------------------------
Kenneth R. Heitz


/s/ Eric B. Siegel                       Director          June 28, 1999
----------------------------------
Eric B. Siegel


/s/ Stephen Wertheimer                   Director          June 26, 1999
----------------------------------
Stephen Wertheimer


/s/ Charles A. Yamarone                  Director          June 30, 1999
----------------------------------
Charles A. Yamarone


/s/ Michael K. Parks                     Director          June 30, 1999
----------------------------------
Michael K. Parks


/s/ James W. Cicconi                     Director          June 28, 1999
----------------------------------
James W. Cicconi


/s/ Patricia Z. Holland-Branch           Director          June 30, 1999
----------------------------------
Patricia Z. Holland-Branch

                                       8
<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number              Description
------              -----------

4.1                 El Paso Electric Company's 1999 Long-Term Incentive Plan.

5                   Opinion of Clark, Thomas & Winters, a Professional
                    Corporation regarding legality of the Common Stock.

15                  Letter regarding unaudited Interim Financial Information.

23.1                Consent of Clark, Thomas & Winters, P.C. (Incorporated by
                    reference to Exhibit 5 hereof).

23.2                Consent of KPMG LLP.

                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18074}]
{"company-data": {"conformed-name": "EL PASO ELECTRIC CO /TX/", "cik": "0000031978", "assigned-sic": "4911", "irs-number": "740607870", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82129", "film-number": "99658241"}, "business-address": {"street1": "303 N OREGON ST", "city": "EL PASO", "state": "TX", "zip": "79901", "phone": "9155435711"}}
As filed with the Securities and Exchange Commission on July 1, 1999
                                                           Registration No. 333-
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                               __________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               _________________
                            EL PASO ELECTRIC COMPANY
             (Exact name of registrant as specified in its charter)

          Texas                                               74-0607870
(State or other Jurisdiction                               (I.R.S. Employer
of Incorporation or Organization)                       Identification Number)

                                 123 W. Mills
                             El Paso, Texas 79901
                                (915) 543-5711
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                           ________________________
            El Paso Electric Company 1999 Long-Term Incentive Plan
                           (Full title of the plan)

                                 Terry Bassham
                                General Counsel
                           El Paso Electric Company
                                 123 W. Mills
                             El Paso, Texas 79901
                                (915) 543-5711
      (Name, address, including zip code, and telephone number, including
                       area code, of agent for service)
                            ______________________
                                with a copy to:
                             Daniel G. Kelly, Jr.
                             Davis Polk & Wardwell
                             450 Lexington Avenue
                           New York, New York 10017

                                           CALCULATION OF REGISTRATION FEE
========================================================================================================================
 Title of Each Class       Amount to be         Proposed Maximum            Proposed Maximum           Amount of
 of Securities to be       Registered/1/         Offering Price Per        Aggregate Offering      Registration Fee
      Registered                                     Share/2/                    Price
========================================================================================================================
Common Stock                 2,000,000                 $8.97                   $17,937,500               $4,986.63
(without par value)
========================================================================================================================
/1/ Registrant will issue shares of common stock upon the exercise of options,
exercise of stock appreciation rights, or achievement of performance measures in
connection with performance shares granted under the El Paso Electric Company
1999 Long-Term Incentive Plan (the "Plan") or upon award of bonus stock or
restricted stock under the Plan. This Registration Statement also covers an
indeterminable number of additional shares that Registrant may issue to prevent
dilution in the event of stock splits, stock dividends or similar transactions
under the terms of the Plan.
/2/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended,
based on the average of the high and low per share price of the Registrant's
common stock reported by the American Stock Exchange on June 29 1999.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Registrant is including the information called for in Part I of Form S-8 in
a prospectus dated July 1, 1999. Registrant will provide these documents to
participants in the El Paso Electric Company 1999 Long-Term Incentive Plan as
required by Rule 428(b)(1) of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated by reference under Part II, Item 3 of this
Registration Statement together constitute the prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                       2
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          El Paso Electric Company (the "Company") incorporates by reference in
this Registration Statement the following documents it previously filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

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

          2.  The Company's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 1999;

          3.  The description of the Company's common stock, no par value,
     contained in the Company's Form 8-A for Registration of Certain Classes of
     Securities Pursuant to Section 12(b) or 12(g) of the Exchange Act,
     effective as of February 15, 1996, including any amendments or reports
     filed for the purpose of updating such description.

          In addition, all documents the Company subsequently files pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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, are deemed to be incorporated by reference in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").

          Any statement contained herein or in an Incorporated Document shall be
deemed modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which 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, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.   Description of Securities.

          The information required by Item 4 is not applicable to this
Registration Statement.

Item 5.   Interests of Named Experts and Counsel.

          The information required by Item 5 is not applicable to this
Registration Statement.

                                       3
Item 6.   Indemnification of Directors and Officers.

          Article 2.02-1 of the Texas Business Corporation Act provides a
corporation may indemnify its officers and directors against judgments,
penalties (including excise and similar taxes), fines, settlements, and
reasonable expenses actually incurred by the officer or director in connection
with a proceeding where they are or threatened to be made a named defendant or
respondent, if they acted in good faith and in a manner they reasonably believed
was in or not opposed to the corporation's best interests, and in the case of
any criminal proceeding, had no reasonable cause to believe their conduct was
unlawful. Article 2.02-1 provides a corporation shall indemnify its officers and
directors against reasonable expenses incurred in connection with a proceeding
in which the individual is a named defendant or respondent because the
individual is or was an officer or director if the individual is wholly
successful, on the merits or otherwise, in the defense of the proceeding. The
Company's Restated Articles of Incorporation and Bylaws provide for
indemnification of officers and directors of the Company to the fullest extent
permitted by law. The Company has entered into indemnity agreements with each
officer and director requiring the Company to indemnify such officers and
directors to the fullest extent permitted by law. Article 1302-7.06 of the Texas
Miscellaneous Corporations Law Act authorizes a Texas corporation to include a
provision in its articles of incorporation to provide that "a director of the
corporation shall not be liable, or shall be liable only to the extent provided
in the articles of incorporation, to the corporation or its shareholders... for
monetary damages for an act or omission in the director's capacity as a
director," with certain exceptions. The Company's Amended and Restated Articles
of Incorporation include a provision eliminating the liability of a director for
monetary damages to the Company to the fullest extent permitted by Article 1302-
7.06.

Item 7.   Exemption from Registration Claimed.

          The information required by Item 7 is not applicable to this
Registration Statement.

Item 8.   Exhibits.

          The following exhibits are filed with this Registration Statement:

          Exhibit
          Number              Description

          4.1       El Paso Electric Company's 1999 Long-Term Incentive Plan.

          5         Opinion of Clark, Thomas & Winters, a Professional
                    Corporation regarding legality of the Common Stock.

          15        Letter regarding unaudited Interim Financial Information.

          23.1      Consent of Clark, Thomas & Winters, P.C. (Incorporated by
                    reference to Exhibit 5 hereof).

          23.2      Consent of KPMG LLP.

                                       4
Item 9.   Undertakings.

     (a)  The Company hereby undertakes:

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

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

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

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

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in the post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the Company 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 purposes of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and 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.

     (b)  The Company hereby undertakes that, for the purposes of determining
     any liability under the Securities Act, each filing of the Company's annual
     report pursuant to Section 13(a) or 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.

     (c)  Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers, and controlling
     persons of the Company pursuant to the foregoing provisions, or otherwise,
     the Company has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     and is, therefore, unenforceable. In the event that a claim for

                                       5
indemnification against such liabilities (other than the payment by the
     Company of expenses incurred or paid by a director, officer or controlling
     person of the Company 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 Company will, unless
     in the opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as expressed in
     the Securities Act and will be governed by the final adjudication of such
     issue.

                                       6
SIGNATURES

          Pursuant to the requirements of the Securities Act, the Company
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 El Paso, State of Texas, on this 1st day of July,
1999.

                                          EL PASO ELECTRIC COMPANY

                                          By: /s/ James S. Haines, Jr.
                                             ------------------------------
                                              James S. Haines, Jr.
                                              Chief Executive Officer
                                              And President

          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

     Signature                          Title                       Date
     ---------                          -----                       ----

/s/ James S. Haines, Jr.         Chief Executive Officer,       June 29, 1999
----------------------------
James S. Haines, Jr.             President and Director
                                 (Principal Executive
                                 Officer)

/s/ Gary R. Hedrick              Vice President, Treasurer      June 30, 1999
----------------------------
Gary R. Hedrick                  and Chief Financial Officer
                                 (Principal Financial and
                                 Accounting Officer)

/s/ George W. Edwards, Jr.       Chairman of the Board and      June 26, 1999
----------------------------
George W. Edwards, Jr.           Director

/s/ Wilson K. Cadman             Director                       June 26, 1999
---------------------------
Wilson K. Cadman

/s/ James A. Cardwell            Director                       June 30, 1999
-----------------------------
James A. Cardwell

                                       7
Signature                             Title                Date
    ---------                             -----                ----

/s/ Ramiro Guzman                        Director          June 30, 1999
----------------------------------
Ramiro Guzman

/s/ James W. Harris                      Director          June 30, 1999
----------------------------------
James W. Harris

/s/ Kenneth R. Heitz                     Director          June 30, 1999
----------------------------------
Kenneth R. Heitz

/s/ Eric B. Siegel                       Director          June 28, 1999
----------------------------------
Eric B. Siegel

/s/ Stephen Wertheimer                   Director          June 26, 1999
----------------------------------
Stephen Wertheimer

/s/ Charles A. Yamarone                  Director          June 30, 1999
----------------------------------
Charles A. Yamarone

/s/ Michael K. Parks                     Director          June 30, 1999
----------------------------------
Michael K. Parks

/s/ James W. Cicconi                     Director          June 28, 1999
----------------------------------
James W. Cicconi

/s/ Patricia Z. Holland-Branch           Director          June 30, 1999
----------------------------------
Patricia Z. Holland-Branch

                                       8
EXHIBIT INDEX

Exhibit
Number              Description
------              -----------

4.1                 El Paso Electric Company's 1999 Long-Term Incentive Plan.

5                   Opinion of Clark, Thomas & Winters, a Professional
                    Corporation regarding legality of the Common Stock.

15                  Letter regarding unaudited Interim Financial Information.

23.1                Consent of Clark, Thomas & Winters, P.C. (Incorporated by
                    reference to Exhibit 5 hereof).

23.2                Consent of KPMG LLP.

                                       9