As filed with the Securities and Exchange Commission on May 9, 1997

                                                  Registration No. 333-
================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                               ------------------

                          EL PASO NATURAL GAS COMPANY
            (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                             74-0608280
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                            El Paso Energy Building
                             1001 Louisiana Street
                             Houston, Texas  77002
         (Address of Principal Executive Offices, Including Zip Code)

                EL PASO ENERGY CORPORATION STRATEGIC STOCK PLAN
                           (Full Title of the Plan)

                              BRITTON WHITE, JR.
                 Executive Vice President and General Counsel
                          El Paso Natural Gas Company
                            El Paso Energy Building
                             1001 Louisiana Street
                             Houston, Texas  77002
                                (713) 757-2131
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                               ------------------

                                   COPY TO:

                            JAMES P. PRENETTA, JR.
                           KELLEY DRYE & WARREN LLP
                              Two Stamford Plaza
                             281 Tresser Boulevard
                          Stamford, Connecticut 06901

                               ------------------

<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE

================================================================================================================
Title of Securities              Amount to be        Proposed Maximum     Proposed Maximum          Amount of
to be Registered                  Registered        Offering Price Per    Aggregate Offering   Registration Fee
                                                           Share(1)           Price(1)
----------------------------------------------------------------------------------------------------------------

<S>                         <C>                             <C>           <C>                       <C>
Common Stock,
par value $3 per share      1.0 million shares(2)           $58.625       $58,625,000.00            $17,765.00
================================================================================================================
</TABLE>


(1)   Estimated  pursuant to Rule 457(c)  solely for the purpose of  calculating
      the amount of the registration fee. The price per share is estimated based
      on the average of the high and low trading  prices for El Paso Natural Gas
      Company's  Common Stock on May 2, 1997,  as reported by the New York Stock
      Exchange.

(2)   Includes  an  indeterminate  number  of  additional  shares  which  may be
      necessary to adjust the number of shares reserved for issuance pursuant to
      the El Paso  Energy  Corporation  Strategic  Stock Plan as a result of any
      future  stock  split,   stock  dividend  or  similar   adjustment  of  the
      outstanding Common Stock of El Paso Natural Gas Company.

================================================================================


<PAGE>



                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents filed with the Securities and Exchange Commission
(the "Commission") by El Paso Natural Gas Company (the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement:

      (a) The  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1996,  which  contains  audited  financial  statements for the most
recent year for which such statements have been filed;

      (b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the  Exchange  Act,  since the end of the  fiscal  year  covered by the
Annual Report referred to in (a) above; and

      (c) The  description of the  Registrant's  common stock, $3 par value (the
"Common Stock"),  contained in the Registrant's  Registration  Statement on Form
8-A  (Registration  No.  1-2700) filed with the  Commission on February 13, 1992
under Section 12 of the Exchange Act,  including any amendments or reports filed
for the purpose of updating such descriptions.

      All  documents and reports  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective  amendment to the Registration Statement which
indicates  that  the  securities   offered  hereby  have  been  sold,  or  which
deregisters all such  securities  remaining  unsold,  shall also be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof commencing on the respective dates on which such documents are filed.

ITEM 4.   DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General  Corporation Law (the "DGCL") provides
that a Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal,  administrative or investigative (a
"proceeding")  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable  cause to believe his conduct was unlawful.  A
Delaware  corporation  may indemnify any person under such Section in connection
with a proceeding by or in the right of the  corporation to procure  judgment in
its favor, as provided in the preceding  sentence,  against expenses  (including
attorneys' fees) actually and reasonably  incurred by him in connection with the
defense or settlement of such action,  except that no  indemnification  shall be
made in respect  thereof  unless,  and then only to the extent  that, a court of
competent


<PAGE>


jurisdiction  shall  determine upon  application  that such person is fairly and
reasonably  entitled  to  indemnity  for such  expenses  as the court shall deem
proper.  A Delaware  corporation must indemnify any person who was successful on
the merits or  otherwise  in defense of any  action,  suit or  proceeding  or in
defense of any claim,  issue or matter in any proceeding,  by reason of the fact
that he is or was a director,  officer,  employee or agent of the corporation or
is or was serving at the request of the corporation, against expenses (including
attorneys'  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith. A Delaware corporation may pay for the expenses (including attorneys'
fees) incurred by an officer or director in defending a proceeding in advance of
the final  disposition  upon receipt of an  undertaking  by or on behalf of such
officer or director to repay such amount if it shall  ultimately  be  determined
that he is not entitled to be indemnified by the corporation.

      Article X of the Registrant's By-laws requires indemnification to the full
extent  permitted under Delaware law as from time to time in effect.  Subject to
any  restrictions  imposed by Delaware law, the By-laws provide an unconditional
right  to  indemnification  for  all  expense,  liability  and  loss  (including
attorneys' fees, judgments,  fines, ERISA excise taxes, or penalties and amounts
paid in settlement)  actually and reasonably  incurred or suffered by any person
in connection with any actual or threatened proceeding (including, to the extent
permitted by law, any derivative  action) by reason of the fact that such person
is or was serving as a director,  officer or employee of the Registrant or that,
being  or  having  been  such  a  director  or  officer  or an  employee  of the
Registrant,  such person is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  including an employee  benefit plan.  The
By-laws  also  provide  that the  Registrant  may,  by  action  of its  Board of
Directors,  provide indemnification to its agents with the same scope and effect
as the foregoing indemnification of directors and officers.

      Section  102(b)(7) of the DGCL,  permits a  corporation  to provide in its
certificate of incorporation  that a director shall not be personally  liable to
the  corporation  or its  stockholders  for  monetary  damages  for a 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 any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases,  or (iv) for any transaction from which the
director derived an improper  personal  benefit.  Article 10 of the Registrant's
Restated  Certificate of  Incorporation,  as amended,  provides that to the full
extent that the DGCL, as it now exists or may hereafter be amended,  permits the
limitation  or  elimination  of the  liability of  directors,  a director of the
Registrant  shall  not be  liable  to the  Registrant  or its  stockholders  for
monetary damages for breach of fiduciary duty as a director. Any amendment to or
repeal of such Article 10 shall not adversely  affect any right or protection of
a director of the  Registrant  for or with  respect to any acts or  omissions of
such director  occurring prior to such amendment or repeal. The DGCL permits the
purchase of insurance on behalf of directors and officers  against any liability
asserted  against  directors  and  officers and incurred by such persons in such
capacity, or arising out of their status as such, whether or not the corporation
would have the power to indemnify directors and officers against such liability.

      The  Registrant  maintains  Directors' and Officers'  liability  insurance
which  provides  for  payment on behalf of the  directors  and  officers  of the
Registrant and its  subsidiaries,  of certain losses of such persons (other than
matters uninsurable under the law) arising from claims, including claims arising
under the Securities Act of 1933, as amended (the "Securities Act"), for acts or
omissions  by  such  persons  while  acting  as  directors  or  officers  of the
Registrant and/or its subsidiaries, as the case may be.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.


                                     -2-

<PAGE>



ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                                       DESCRIPTION

4.1            Restated  Certificate of  Incorporation  of the Registrant  dated
               January 22, 1992 (incorporated by reference to Exhibit 3.A to the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1991,  File No.  1-2700,  filed  January 29,  1992);
               Certificate of  Designation,  Preferences  and Rights of Series A
               Junior  Participating  Preferred Stock of the  Registrant,  dated
               July 7, 1992  (incorporated  by reference to Exhibit 3.A.1 of the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1992, File No. 1-2700, filed February 3, 1993).

*4.2           El Paso Energy Corporation Strategic Stock Plan.

*5             Opinion of Kelley  Drye & Warren LLP  regarding  legality  of the
               Common Stock being registered.

*23.1          Consent of Kelley Drye & Warren LLP  (included  in their  opinion
               filed as Exhibit 5).

*23.2          Consent of Coopers & Lybrand L.L.P.

*24            Powers of Attorney (See signature page).

----------
* Filed herewith.

ITEM 9.  UNDERTAKINGS.

(a)   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;

            (ii) To reflect in the  prospectus any facts or events arising after
the  effective  date  of  this  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 this Registration
Statement; and

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

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

      (2)  That,  for  the  purpose  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-

<PAGE>



      (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  undersigned   Registrant  hereby  undertakes  that,  for  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 this  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
Registrant  pursuant to the  provisions of Item 6, 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 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  Securities  Act and will be  governed by the final
adjudication of such issue.


                                     -4-

<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 May 9, 1997.

                                          EL PASO NATURAL GAS COMPANY

                                          By:  /S/     WILLIAM A. WISE
                                             -----------------------------------
                                                       William A. Wise
                                                 Chairman of the Board and
                                                and Chief Executive Officer

                                 POWER OF ATTORNEY

      Each person whose individual  signature appears below hereby authorizes H.
Brent Austin and Britton White, Jr., and each of them as attorneys-in-fact  with
full power of substitution, to execute in the name and on behalf of such person,
individually  and in  each  capacity  stated  below,  and to  file,  any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

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

<TABLE>
<CAPTION>

SIGNATURE                           TITLE                                             DATE


<S>                                 <C>                                         <C>

        /S/ WILLIAM A. WISE         Chairman of the Board, Chief Executive      May 9, 1997
----------------------------------  Officer and Director
          William A. Wise           



       /S/ RICHARD O. BAISH         President                                   May 9, 1997
----------------------------------
         Richard O. Baish



        /S/ H. BRENT AUSTIN         Executive Vice President and Chief          May 9, 1997
----------------------------------  Financial Officer
          H. Brent Austin           



       /S/ JEFFREY I. BEASON        Vice President, Chief Accounting Officer    May 9, 1997
----------------------------------  and Controller
         Jeffrey I. Beason          



       /S/ BYRON ALLUMBAUGH         Director                                    May 9, 1997
----------------------------------
         Byron Allumbaugh


      /S/ PETER T. FLAWN
----------------------------------  Director                                    May 9, 1997
        Peter T. Flawn



     /S/ EUGENIO GARZA LAGUERA      Director                                    May 9, 1997
----------------------------------
       Eugenio Garza Laguera



       /S/ JAMES F. GIBBONS         Director                                    May 9, 1997
----------------------------------
         James F. Gibbons


<PAGE>

          /S/ BEN F. LOVE           Director                                    May 9, 1997
----------------------------------
            Ben F. Love


      /S/ KENNETH L. SMALLEY        Director                                    May 9, 1997
----------------------------------
        Kenneth L. Smalley



        /S/ MALCOLM WALLOP          Director                                    May 9, 1997
----------------------------------
          Malcolm Wallop


</TABLE>

                                       -6-

<PAGE>


                                EXHIBITS INDEX

EXHIBIT
NUMBER                                    DESCRIPTION

4.1            Restated  Certificate of  Incorporation  of the Registrant  dated
               January 22, 1992 (incorporated by reference to Exhibit 3.A to the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1991,  File No.  1-2700,  filed  January 29,  1992);
               Certificate of  Designation,  Preferences  and Rights of Series A
               Junior Participating Preferred Stock of the Registrant dated July
               7,  1992  (incorporated  by  reference  to  Exhibit  3.A.1 of the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1992, File No. 1-2700, filed February 3, 1993).

*4.2           El Paso Energy Corporation Strategic Stock Plan.

*5             Opinion of Kelley  Drye & Warren LLP  regarding  legality  of the
               Common Stock being registered.

*23.1          Consent of Kelley Drye & Warren LLP  (included  in their  opinion
               filed as Exhibit 5).

*23.2          Consent of Coopers & Lybrand L.L.P.

*24            Powers of Attorney (See signature page).

------------
* Filed herewith.


                                     -7-
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{"company-data": {"conformed-name": "EL PASO NATURAL GAS CO", "cik": "0000031986", "assigned-sic": "4922", "irs-number": "740608280", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26823", "film-number": "97599580"}, "business-address": {"street1": "ONE PAUL KAYSER CENTER", "street2": "100 NORTH STANTON ST", "city": "EL PASO", "state": "TX", "zip": "79901", "phone": "9155412600"}}
As filed with the Securities and Exchange Commission on May 9, 1997

                                                  Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                               ------------------

                          EL PASO NATURAL GAS COMPANY
            (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                             74-0608280
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                            El Paso Energy Building
                             1001 Louisiana Street
                             Houston, Texas  77002
         (Address of Principal Executive Offices, Including Zip Code)

                EL PASO ENERGY CORPORATION STRATEGIC STOCK PLAN
                           (Full Title of the Plan)

                              BRITTON WHITE, JR.
                 Executive Vice President and General Counsel
                          El Paso Natural Gas Company
                            El Paso Energy Building
                             1001 Louisiana Street
                             Houston, Texas  77002
                                (713) 757-2131
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                               ------------------

                                   COPY TO:

                            JAMES P. PRENETTA, JR.
                           KELLEY DRYE & WARREN LLP
                              Two Stamford Plaza
                             281 Tresser Boulevard
                          Stamford, Connecticut 06901

                               ------------------
CALCULATION OF REGISTRATION FEE

================================================================================================================
Title of Securities              Amount to be        Proposed Maximum     Proposed Maximum          Amount of
to be Registered                  Registered        Offering Price Per    Aggregate Offering   Registration Fee
                                                           Share(1)           Price(1)
----------------------------------------------------------------------------------------------------------------
Common Stock,
par value $3 per share      1.0 million shares(2)           $58.625       $58,625,000.00            $17,765.00
================================================================================================================
(1)   Estimated  pursuant to Rule 457(c)  solely for the purpose of  calculating
      the amount of the registration fee. The price per share is estimated based
      on the average of the high and low trading  prices for El Paso Natural Gas
      Company's  Common Stock on May 2, 1997,  as reported by the New York Stock
      Exchange.

(2)   Includes  an  indeterminate  number  of  additional  shares  which  may be
      necessary to adjust the number of shares reserved for issuance pursuant to
      the El Paso  Energy  Corporation  Strategic  Stock Plan as a result of any
      future  stock  split,   stock  dividend  or  similar   adjustment  of  the
      outstanding Common Stock of El Paso Natural Gas Company.

================================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents filed with the Securities and Exchange Commission
(the "Commission") by El Paso Natural Gas Company (the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement:

      (a) The  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1996,  which  contains  audited  financial  statements for the most
recent year for which such statements have been filed;

      (b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the  Exchange  Act,  since the end of the  fiscal  year  covered by the
Annual Report referred to in (a) above; and

      (c) The  description of the  Registrant's  common stock, $3 par value (the
"Common Stock"),  contained in the Registrant's  Registration  Statement on Form
8-A  (Registration  No.  1-2700) filed with the  Commission on February 13, 1992
under Section 12 of the Exchange Act,  including any amendments or reports filed
for the purpose of updating such descriptions.

      All  documents and reports  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act, after the date hereof and prior
to the filing of a post-effective  amendment to the Registration Statement which
indicates  that  the  securities   offered  hereby  have  been  sold,  or  which
deregisters all such  securities  remaining  unsold,  shall also be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof commencing on the respective dates on which such documents are filed.

ITEM 4.   DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General  Corporation Law (the "DGCL") provides
that a Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal,  administrative or investigative (a
"proceeding")  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable  cause to believe his conduct was unlawful.  A
Delaware  corporation  may indemnify any person under such Section in connection
with a proceeding by or in the right of the  corporation to procure  judgment in
its favor, as provided in the preceding  sentence,  against expenses  (including
attorneys' fees) actually and reasonably  incurred by him in connection with the
defense or settlement of such action,  except that no  indemnification  shall be
made in respect  thereof  unless,  and then only to the extent  that, a court of
competent
jurisdiction  shall  determine upon  application  that such person is fairly and
reasonably  entitled  to  indemnity  for such  expenses  as the court shall deem
proper.  A Delaware  corporation must indemnify any person who was successful on
the merits or  otherwise  in defense of any  action,  suit or  proceeding  or in
defense of any claim,  issue or matter in any proceeding,  by reason of the fact
that he is or was a director,  officer,  employee or agent of the corporation or
is or was serving at the request of the corporation, against expenses (including
attorneys'  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith. A Delaware corporation may pay for the expenses (including attorneys'
fees) incurred by an officer or director in defending a proceeding in advance of
the final  disposition  upon receipt of an  undertaking  by or on behalf of such
officer or director to repay such amount if it shall  ultimately  be  determined
that he is not entitled to be indemnified by the corporation.

      Article X of the Registrant's By-laws requires indemnification to the full
extent  permitted under Delaware law as from time to time in effect.  Subject to
any  restrictions  imposed by Delaware law, the By-laws provide an unconditional
right  to  indemnification  for  all  expense,  liability  and  loss  (including
attorneys' fees, judgments,  fines, ERISA excise taxes, or penalties and amounts
paid in settlement)  actually and reasonably  incurred or suffered by any person
in connection with any actual or threatened proceeding (including, to the extent
permitted by law, any derivative  action) by reason of the fact that such person
is or was serving as a director,  officer or employee of the Registrant or that,
being  or  having  been  such  a  director  or  officer  or an  employee  of the
Registrant,  such person is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  including an employee  benefit plan.  The
By-laws  also  provide  that the  Registrant  may,  by  action  of its  Board of
Directors,  provide indemnification to its agents with the same scope and effect
as the foregoing indemnification of directors and officers.

      Section  102(b)(7) of the DGCL,  permits a  corporation  to provide in its
certificate of incorporation  that a director shall not be personally  liable to
the  corporation  or its  stockholders  for  monetary  damages  for a 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 any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases,  or (iv) for any transaction from which the
director derived an improper  personal  benefit.  Article 10 of the Registrant's
Restated  Certificate of  Incorporation,  as amended,  provides that to the full
extent that the DGCL, as it now exists or may hereafter be amended,  permits the
limitation  or  elimination  of the  liability of  directors,  a director of the
Registrant  shall  not be  liable  to the  Registrant  or its  stockholders  for
monetary damages for breach of fiduciary duty as a director. Any amendment to or
repeal of such Article 10 shall not adversely  affect any right or protection of
a director of the  Registrant  for or with  respect to any acts or  omissions of
such director  occurring prior to such amendment or repeal. The DGCL permits the
purchase of insurance on behalf of directors and officers  against any liability
asserted  against  directors  and  officers and incurred by such persons in such
capacity, or arising out of their status as such, whether or not the corporation
would have the power to indemnify directors and officers against such liability.

      The  Registrant  maintains  Directors' and Officers'  liability  insurance
which  provides  for  payment on behalf of the  directors  and  officers  of the
Registrant and its  subsidiaries,  of certain losses of such persons (other than
matters uninsurable under the law) arising from claims, including claims arising
under the Securities Act of 1933, as amended (the "Securities Act"), for acts or
omissions  by  such  persons  while  acting  as  directors  or  officers  of the
Registrant and/or its subsidiaries, as the case may be.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

                                     -2-
ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                                       DESCRIPTION

4.1            Restated  Certificate of  Incorporation  of the Registrant  dated
               January 22, 1992 (incorporated by reference to Exhibit 3.A to the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1991,  File No.  1-2700,  filed  January 29,  1992);
               Certificate of  Designation,  Preferences  and Rights of Series A
               Junior  Participating  Preferred Stock of the  Registrant,  dated
               July 7, 1992  (incorporated  by reference to Exhibit 3.A.1 of the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1992, File No. 1-2700, filed February 3, 1993).

*4.2           El Paso Energy Corporation Strategic Stock Plan.

*5             Opinion of Kelley  Drye & Warren LLP  regarding  legality  of the
               Common Stock being registered.

*23.1          Consent of Kelley Drye & Warren LLP  (included  in their  opinion
               filed as Exhibit 5).

*23.2          Consent of Coopers & Lybrand L.L.P.

*24            Powers of Attorney (See signature page).

----------
* Filed herewith.

ITEM 9.  UNDERTAKINGS.

(a)   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;

            (ii) To reflect in the  prospectus any facts or events arising after
the  effective  date  of  this  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 this Registration
Statement; and

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

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

      (2)  That,  for  the  purpose  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-
(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  undersigned   Registrant  hereby  undertakes  that,  for  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 this  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
Registrant  pursuant to the  provisions of Item 6, 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 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                     -4-
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 May 9, 1997.

                                          EL PASO NATURAL GAS COMPANY

                                          By:  /S/     WILLIAM A. WISE
                                             -----------------------------------
                                                       William A. Wise
                                                 Chairman of the Board and
                                                and Chief Executive Officer

                                 POWER OF ATTORNEY

      Each person whose individual  signature appears below hereby authorizes H.
Brent Austin and Britton White, Jr., and each of them as attorneys-in-fact  with
full power of substitution, to execute in the name and on behalf of such person,
individually  and in  each  capacity  stated  below,  and to  file,  any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates as indicated.
SIGNATURE                           TITLE                                             DATE
/S/ WILLIAM A. WISE         Chairman of the Board, Chief Executive      May 9, 1997
----------------------------------  Officer and Director
          William A. Wise           

       /S/ RICHARD O. BAISH         President                                   May 9, 1997
----------------------------------
         Richard O. Baish

        /S/ H. BRENT AUSTIN         Executive Vice President and Chief          May 9, 1997
----------------------------------  Financial Officer
          H. Brent Austin           

       /S/ JEFFREY I. BEASON        Vice President, Chief Accounting Officer    May 9, 1997
----------------------------------  and Controller
         Jeffrey I. Beason          

       /S/ BYRON ALLUMBAUGH         Director                                    May 9, 1997
----------------------------------
         Byron Allumbaugh

      /S/ PETER T. FLAWN
----------------------------------  Director                                    May 9, 1997
        Peter T. Flawn

     /S/ EUGENIO GARZA LAGUERA      Director                                    May 9, 1997
----------------------------------
       Eugenio Garza Laguera

       /S/ JAMES F. GIBBONS         Director                                    May 9, 1997
----------------------------------
         James F. Gibbons
/S/ BEN F. LOVE           Director                                    May 9, 1997
----------------------------------
            Ben F. Love

      /S/ KENNETH L. SMALLEY        Director                                    May 9, 1997
----------------------------------
        Kenneth L. Smalley

        /S/ MALCOLM WALLOP          Director                                    May 9, 1997
----------------------------------
          Malcolm Wallop
-6-
EXHIBITS INDEX

EXHIBIT
NUMBER                                    DESCRIPTION

4.1            Restated  Certificate of  Incorporation  of the Registrant  dated
               January 22, 1992 (incorporated by reference to Exhibit 3.A to the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1991,  File No.  1-2700,  filed  January 29,  1992);
               Certificate of  Designation,  Preferences  and Rights of Series A
               Junior Participating Preferred Stock of the Registrant dated July
               7,  1992  (incorporated  by  reference  to  Exhibit  3.A.1 of the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1992, File No. 1-2700, filed February 3, 1993).

*4.2           El Paso Energy Corporation Strategic Stock Plan.

*5             Opinion of Kelley  Drye & Warren LLP  regarding  legality  of the
               Common Stock being registered.

*23.1          Consent of Kelley Drye & Warren LLP  (included  in their  opinion
               filed as Exhibit 5).

*23.2          Consent of Coopers & Lybrand L.L.P.

*24            Powers of Attorney (See signature page).

------------
* Filed herewith.

                                     -7-