<PAGE>
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1996
                                                            REGISTRATION NO. 33-
================================================================================

                      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 1996 LONG-TERM INCENTIVE PLAN
            ------------------------------------------------------
                           (FULL TITLE OF THE PLAN)

                              TERRY BASSHAM, ESQ.
                                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.
                                SIDLEY & AUSTIN
                               875 THIRD AVENUE
                           NEW YORK, NEW YORK 10022

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
     From time to time after the Registration Statement becomes effective.


                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION> 
================================================================================================================
 TITLE OF EACH CLASS                          PROPOSED MAXIMUM        PROPOSED MAXIMUM
 OF SECURITIES TO BE      AMOUNT TO BE       OFFERING PRICE PER      AGGREGATE OFFERING        AMOUNT OF
    REGISTERED            REGISTERED(1)          SHARE(2)                 PRICE(2)          REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>                     <C>                    <C>
   Common Stock             3,500,000              $7.00                 $20,357,100           $6,168.82
(without par value)
================================================================================================================
</TABLE> 

(1)  Issuable upon exercise of options, exercise of stock appreciation rights,
     or achievement of performance measures in connection with performance
     shares granted pursuant to the El Paso Electric Company 1996 Long-Term
     Incentive Plan (the "Plan") or upon award of bonus stock or restricted
     stock pursuant to the Plan.

(2)  The proposed maximum per share and aggregate offering price, calculated
     solely for the purpose of calculating the registration fee pursuant to Rule
     457(c) and (h)(1) under the Securities Act of 1933, is based on (a) the
     number of shares of restricted stock approved for issuance under the Plan
     multiplied by the closing price on the date such awards were approved
     ($5.00 with respect to 55,000 shares, $5.3215 with respect to 100,000
     shares, and $5.63 with respect to 25,000 shares), (b) the exercise price of
     options that have been approved under the Plan multiplied by the number of
     shares of Common Stock underlying such options ($5.32 for 800,000 shares,
     $5.56 for 800,000 shares, and $7.00 for 300,000 shares) and (c) the
     remaining number of shares of Common Stock as to which awards may be
     granted under the Plan (1,420,000) multiplied by $6.06, the average of
     the high and low per share price of the Common Stock reported by the
     American Stock Exchange on December 12, 1996.

                           _________________________
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  Plan Information.*

ITEM 2.  Registrant Information and Employee Plan Annual Information.*

     *The Information called for in Part I of Form S-8 is currently included in
a prospectus, dated December 16, 1996, which is to be distributed to
participants in the El Paso Electric Company 1996 Long-Term Incentive Plan.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have previously been filed by the
Company with the Commission under the Exchange Act are incorporated by reference
in this Prospectus:

         1.  Annual Report on Form 10-K for the year ended December 31, 1995;

         2.  Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 1996;

         3.  Current Reports on Form 8-K dated January 9, 1996 and February 12,
1996;

         4.  The description of the Common Stock of the Company, no par value,
set forth in Form 8-A for Registration of Certain Classes of Securities Pursuant
to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, effective as
of February 15, 1996, including any amendment or report filed for the purpose of
updating such description.

         In addition, all documents filed by the Company 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 that indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be 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 in an Incorporated Document 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
document Incorporated Document 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 Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The financial statements of the Company at December 31, 1994 and 1995,
and for each of the three years in the three-year period ended December 31,
1995, appearing in the

                                      -2-
<PAGE>
 
Company's Annual Report on Form 10-K have been incorporated herein in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants included therein, and upon the authority of said firm as experts in
accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 2.02-1 of the Texas Business Corporation Act provides for the
indemnification of officers and directors of the Company against liability in
proceedings in which the individual is wholly successful and permits the
authorization of indemnification in other proceedings. 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 pursuant to
which the Company is required to indemnify such officers and directors to the
fullest extent permitted by law. Article 1302-7.06 of the Texas Miscellaneous
Corporation 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.

         Not applicable.

ITEM 8.  EXHIBITS.
 
         The following exhibits are filed with this Registration Statement:

         Exhibit
         Number                     Description

         4.1       El Paso Electric Company 1996 Long-Term Incentive Plan

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

         15        Letter re 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 Peat Marwick LLP.

                                      -3-
<PAGE>
 
ITEM 9.   UNDERTAKINGS.

          The Company hereby undertakes:

          (a)  (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
               "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 a post-effective amendment by those
paragraphs is contained in periodic reports filed 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)  That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant'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.

          Insofar as indemnification for liabilities arising under the
Securities 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 Commission such
indemnification is against public policy as expressed in the Securities Act

                                      -4-
<PAGE>
 
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 period of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling period in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -5-
<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 El Paso, State of Texas, on the 16th day of
December, 1996.

                                        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 of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          Signature                    Title                     Date
          ---------                    -----                     ----
<S>                           <C>                             <C>
/s/ James S. Haines, Jr.      Chief Executive Office,         December 16, 1996
----------------------------  President and Director          -----------------
James S. Haines, Jr.          (Principal Executive Officer)
 

/s/ Gary R. Hedrick           Vice President, Treasurer       December 16, 1996
----------------------------  and Chief Financial Officer     -----------------
Gary R. Hedrick               (Principal Financial and 
                               Accounting Officer)
 
 
/s/ George W. Edwards, Jr.    Chairman of the Board and       December 16, 1996
----------------------------  Director                        -----------------
George W. Edwards, Jr.


/s/ Wilson K. Cadman          Director                        December 16, 1996
----------------------------                                  -----------------
Wilson K. Cadman

 
/s/ James A. Cardwell         Director                        December 16, 1996
----------------------------                                  -----------------
James A. Cardwell
</TABLE>

                                     -6- 
<PAGE>
 
<TABLE>
<CAPTION> 
<S>                           <C>                             <C>
Signature                     Title                                 Date
---------                     -----                                 ----


/s/ Ramiro Guzman             Director                        December 16, 1996
----------------------------                                  -----------------
Ramiro Guzman

 
/s/ James W. Harris           Director                        December 16, 1996
----------------------------                                  -----------------
James W. Harris

 
____________________________  Director                        ________________
Kenneth R. Heitz

 
/s/ Edward C. Houghton, IV    Director                        December 16, 1996
----------------------------                                  -----------------
Edward C. Houghton, IV

 
/s/ Michael K. Parks          Director                        
----------------------------                                  December 16, 1996
Michael K. Parks                                              -----------------
 

/s/ Eric B. Siegel            Director                        
----------------------------                                  December 16, 1996
Eric B. Siegel                                                -----------------
 

/s/ Stephen Wertheimer        Director                        
----------------------------                                  December 16, 1996
Stephen Wertheimer                                            -----------------
 

________________________      Director                        _________________
Charles A. Yamarone
</TABLE> 
 
                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17763}]
{"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": "333-17971", "film-number": "96681508"}, "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 DECEMBER 16, 1996
                                                            REGISTRATION NO. 33-
================================================================================

                      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 1996 LONG-TERM INCENTIVE PLAN
            ------------------------------------------------------
                           (FULL TITLE OF THE PLAN)

                              TERRY BASSHAM, ESQ.
                                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.
                                SIDLEY & AUSTIN
                               875 THIRD AVENUE
                           NEW YORK, NEW YORK 10022

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
     From time to time after the Registration Statement becomes effective.

                        CALCULATION OF REGISTRATION FEE
================================================================================================================
 TITLE OF EACH CLASS                          PROPOSED MAXIMUM        PROPOSED MAXIMUM
 OF SECURITIES TO BE      AMOUNT TO BE       OFFERING PRICE PER      AGGREGATE OFFERING        AMOUNT OF
    REGISTERED            REGISTERED(1)          SHARE(2)                 PRICE(2)          REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Common Stock             3,500,000              $7.00                 $20,357,100           $6,168.82
(without par value)
================================================================================================================
(1)  Issuable upon exercise of options, exercise of stock appreciation rights,
     or achievement of performance measures in connection with performance
     shares granted pursuant to the El Paso Electric Company 1996 Long-Term
     Incentive Plan (the "Plan") or upon award of bonus stock or restricted
     stock pursuant to the Plan.

(2)  The proposed maximum per share and aggregate offering price, calculated
     solely for the purpose of calculating the registration fee pursuant to Rule
     457(c) and (h)(1) under the Securities Act of 1933, is based on (a) the
     number of shares of restricted stock approved for issuance under the Plan
     multiplied by the closing price on the date such awards were approved
     ($5.00 with respect to 55,000 shares, $5.3215 with respect to 100,000
     shares, and $5.63 with respect to 25,000 shares), (b) the exercise price of
     options that have been approved under the Plan multiplied by the number of
     shares of Common Stock underlying such options ($5.32 for 800,000 shares,
     $5.56 for 800,000 shares, and $7.00 for 300,000 shares) and (c) the
     remaining number of shares of Common Stock as to which awards may be
     granted under the Plan (1,420,000) multiplied by $6.06, the average of
     the high and low per share price of the Common Stock reported by the
     American Stock Exchange on December 12, 1996.

                           _________________________
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  Plan Information.*

ITEM 2.  Registrant Information and Employee Plan Annual Information.*

     *The Information called for in Part I of Form S-8 is currently included in
a prospectus, dated December 16, 1996, which is to be distributed to
participants in the El Paso Electric Company 1996 Long-Term Incentive Plan.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have previously been filed by the
Company with the Commission under the Exchange Act are incorporated by reference
in this Prospectus:

         1.  Annual Report on Form 10-K for the year ended December 31, 1995;

         2.  Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 1996;

         3.  Current Reports on Form 8-K dated January 9, 1996 and February 12,
1996;

         4.  The description of the Common Stock of the Company, no par value,
set forth in Form 8-A for Registration of Certain Classes of Securities Pursuant
to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, effective as
of February 15, 1996, including any amendment or report filed for the purpose of
updating such description.

         In addition, all documents filed by the Company 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 that indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be 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 in an Incorporated Document 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
document Incorporated Document 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 Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The financial statements of the Company at December 31, 1994 and 1995,
and for each of the three years in the three-year period ended December 31,
1995, appearing in the

                                      -2-
Company's Annual Report on Form 10-K have been incorporated herein in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants included therein, and upon the authority of said firm as experts in
accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 2.02-1 of the Texas Business Corporation Act provides for the
indemnification of officers and directors of the Company against liability in
proceedings in which the individual is wholly successful and permits the
authorization of indemnification in other proceedings. 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 pursuant to
which the Company is required to indemnify such officers and directors to the
fullest extent permitted by law. Article 1302-7.06 of the Texas Miscellaneous
Corporation 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.

         Not applicable.

ITEM 8.  EXHIBITS.
 
         The following exhibits are filed with this Registration Statement:

         Exhibit
         Number                     Description

         4.1       El Paso Electric Company 1996 Long-Term Incentive Plan

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

         15        Letter re 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 Peat Marwick LLP.

                                      -3-
ITEM 9.   UNDERTAKINGS.

          The Company hereby undertakes:

          (a)  (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
               "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 a post-effective amendment by those
paragraphs is contained in periodic reports filed 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)  That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant'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.

          Insofar as indemnification for liabilities arising under the
Securities 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 Commission such
indemnification is against public policy as expressed in the Securities Act

                                      -4-
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 period of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling period in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -5-
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 El Paso, State of Texas, on the 16th day of
December, 1996.

                                        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 of 1933, as
amended, 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 Office,         December 16, 1996
----------------------------  President and Director          -----------------
James S. Haines, Jr.          (Principal Executive Officer)
 

/s/ Gary R. Hedrick           Vice President, Treasurer       December 16, 1996
----------------------------  and Chief Financial Officer     -----------------
Gary R. Hedrick               (Principal Financial and 
                               Accounting Officer)
 
 
/s/ George W. Edwards, Jr.    Chairman of the Board and       December 16, 1996
----------------------------  Director                        -----------------
George W. Edwards, Jr.

/s/ Wilson K. Cadman          Director                        December 16, 1996
----------------------------                                  -----------------
Wilson K. Cadman

 
/s/ James A. Cardwell         Director                        December 16, 1996
----------------------------                                  -----------------
James A. Cardwell
-6-
Signature                     Title                                 Date
---------                     -----                                 ----

/s/ Ramiro Guzman             Director                        December 16, 1996
----------------------------                                  -----------------
Ramiro Guzman

 
/s/ James W. Harris           Director                        December 16, 1996
----------------------------                                  -----------------
James W. Harris

 
____________________________  Director                        ________________
Kenneth R. Heitz

 
/s/ Edward C. Houghton, IV    Director                        December 16, 1996
----------------------------                                  -----------------
Edward C. Houghton, IV

 
/s/ Michael K. Parks          Director                        
----------------------------                                  December 16, 1996
Michael K. Parks                                              -----------------
 

/s/ Eric B. Siegel            Director                        
----------------------------                                  December 16, 1996
Eric B. Siegel                                                -----------------
 

/s/ Stephen Wertheimer        Director                        
----------------------------                                  December 16, 1996
Stephen Wertheimer                                            -----------------
 

________________________      Director                        _________________
Charles A. Yamarone
-7-