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

     As filed with the Securities and Exchange Commission on December 11,1995

                                                Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

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

                              TEJAS GAS CORPORATION
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                         (State or other jurisdiction of
                         incorporation or organization)

                                   76-0263364
                                (I.R.S. Employer
                               Identification No.)

                         1301 MCKINNEY STREET, SUITE 700
                                 HOUSTON, TEXAS
                    (Address of Principal Executive Offices)
                                      77010
                                   (Zip Code)
                           ---------------------------

                            DIRECTOR STOCK AWARD PLAN
                            (Full title of the plan)

                           ---------------------------
                                P. ANTHONY LANNIE
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              TEJAS GAS CORPORATION
                         1301 MCKINNEY STREET, SUITE 700
                              HOUSTON, TEXAS 77010
                     (Name and address of agent for service)

                                 (713) 658-0509
          (Telephone number, including area code, of agent for service)
                          ---------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
==================================================================================================================
<CAPTION>
                                                                Proposed            Proposed          Amount of
                                             Amount to be    maximum offering        maximum        registration
Title of securities to be registered          registered      price per share    aggregate offering     fee (3)
                                                                   (1)              price (1)
<S>                                          <C>             <C>                 <C>                 <C>                  
Common Stock, par value $.25 per share (2)   30,000          $53.375             $1,601,250.00       $552.16
==================================================================================================================
<FN>

(1)      Estimated pursuant to Rules 457(c)and(h)solely for purposes of computing the registration fee and
         based upon the average of the high and low sales prices reported on the New York Stock Exchange
         Composite Tape on December 7, 1995.

(2)      Includes the preferred stock purchase rights associated with the Common Stock.

(3)      As no separate consideration is payable for the preferred stock purchase rights associated with the
         Common Stock, the registration fee for such securities is included in the fee for the Common Stock.

</FN>
</TABLE>


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


          Note: The document(s) containing  the information concerning the Tejas
Gas  Corporation  Director Stock Award Plan (the "Plan"),  required by Item 1 of
Form S-8  and  the  statement of  availability  of  registrant information, Plan
information and  other  information  required by Item 2 of Form S-8 will be sent
or given to employees as specified  by  Rule 428.  In  accordance  with Rule 428
and the  requirements  of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424. The  registrant  will maintain a file of such documents in
accordance  with the provisions of Rule 428. Upon request,  the registrant  will
furnish  to the  Commission  or its staff a copy of any or all of the  documents
included in such file.


                                      I-1

<PAGE>



                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents,  which the registrant,  Tejas Gas Corporation (the
"Company"),  has filed with the Commission  pursuant to the Securities  Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act")  (File  No.  0-17389),   are
incorporated in this Registration  Statement by reference and shall be deemed to
be a part hereof:

          (1) the Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1994;

          (2)  the Company's  Quarterly  Reports  on Form 10-Q for the  quarters
     ended March 31, 1995, June 30, 1995 and September 30, 1995;

          (3)  the  Company's  Current  Reports  on  Form  8-K  filed  with  the
     Commission on January 23, 1995, August 9, 1995 and November 3, 1995;

          (4)  the description  of the Common Stock  contained in the  Company's
     Registration Statement on Form 8-A filed on December 3, 1992, as amended by
     Forms  8-A/A  filed on  September  17,  1993 and  March 18,  1994,  as such
     Registration  Statement  may be further  amended  from time to time for the
     purpose of updating, changing or modifying such descriptions; and

          (5)  the description of the Company's  preferred stock purchase rights
     associated  with the Common Stock  contained in the Company's  Registration
     Statement on Form 8-A filed on November 14, 1994.

     All  documents  filed  by  the  Company  with  the  Commission  pursuant to
sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration  Statement  and  prior  to the  filing  of a post-effective
amendment to  this  Registration  Statement  which indicates that all securities
offered  hereby  have  been  sold, or  which  deregisters  all  securities  then
remaining  unsold,  shall  be  deemed  to  be  incorporated in this Registration
Statement by  reference  and to be a part hereof from the date of filing of such
documents.

     Any statement contained in this  Registration  Statement, in  an  amendment
hereto or in a document  incorporated  by  reference  herein shall  be deemed to
be  modified  or  superseded for purposes of this Registration  Statement to the
extent  that  a  statement  contained  herein  or  in   any  subsequently  filed
supplement  to this  Registration  Statement  or in any  document  that  also is
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.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article Ninth of the Company's Charter provides that to  the fullest extent
that the General Corporation Law of the State of Delaware permits the limitation
or elimination of  the liability of directors, no  director of the Company shall
be  personally  liable  to  the Company  or  its  stockholders  for damages  for
breach  of  fiduciary   duty  as  a  director.


                                      II-1

<PAGE>


Notwithstanding the foregoing, a director shall be liable to the extent provided
by applicable  law (1) for any breach of the  director's  duty of loyalty to the
Company  or its  stockholders,  (2) for acts or  omissions  not in good faith or
which involve intentional  misconduct or a knowing violation of law, (3) for any
willful or negligent  declaration  of an unlawful  dividend,  stock  purchase or
redemption  or (4) for any  transaction  from  which the  director  derived  any
improper personal benefit.

     Article  Tenth of the  Company's  Charter  provides  that the Company shall
indemnify  each person who was or is made a party or is  threatened to be made a
party to or is involved in any threatened,  pending or completed action, suit or
proceeding, by reason of the fact that he or she is or was a director or officer
of the  Company,  including  service  with  respect to employee  benefit  plans,
whether the basis of such  proceeding is alleged action in an official  capacity
as a  director,  officer,  employee  or agent or  alleged  action  in any  other
capacity while serving as a director, officer, employee or agent, to the maximum
extent authorized by the General Corporation Law of the State of Delaware.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes  the  indemnification  of directors  and officers  against  liability
incurred  by  reason  of  being a  director  or  officer  and  against  expenses
(including  attorneys'  fees) in connection with defending any action seeking to
establish such liability,  in the case of third-party  claims, if the officer or
director 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 in the case of actions
by or in the right of the corporation,  if the officer or director 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 if such officer or director shall not have been
adjudged  liable  to the  corporation,  unless  a  court  otherwise  determines.
Indemnification  is also  authorized  with  respect  to any  criminal  action or
proceeding  where the officer or director had no reasonable cause to believe his
conduct was unlawful.

     The above  discussion  of the  Company's  Charter  and  Section  145 of the
General  Corporation  Law of  Delaware  is  intended to be only a summary and is
qualified in its entirety by the full text of each of the foregoing.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

EXHIBIT
NUMBER                              DOCUMENT DESCRIPTION

*4.1      Certificate  of  Incorporation  of  Tejas  Gas  Corporation  (filed as
          Exhibit  3.1 to the  Company's  Registration  Statement  on Form  S-1,
          Registration No. 33-24697).

*4.2      Certificate of Amendment to Certificate of  Incorporation of Tejas Gas
          Corporation  dated May 12, 1993 (filed as Exhibit 4.3 to the Company's
          Quarterly Report on Form 10-Q for the quarter ended June 30, 1993).

*4.3      By-laws  of  Tejas  Gas  Corporation  (filed  as  Exhibit  3.2  to the
          Company's   Registration  Statement  on  Form  S-1,  Registration  No.
          33-24697).

*4.4      Rights Agreement, dated  as of November 11, 1994,  between the Company
          and Harris Trust and Savings Bank,  which includes the  Certificate of
          Designation for the Series C Junior  Participating  Preferred Stock as
          EXHIBIT A, the form of Right Certificate as EXHIBIT B, and the Summary

                                      II-2

<PAGE>


          of Rights to Purchase Preferred Shares as  EXHIBIT C (filed as Exhibit
          1  to  the  Company's  Current  Report  on Form 8-K dated November 11,
          1994).

*4.5      Specimen Stock Certificate for Common Stock (filed as Exhibit  4.4  to
          the Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1993).

 4.6      Director Stock Award Plan, as approved on October 5, 1995 by the Board
          of Directors of the Company.

 4.7      First  Amendment  to the  Director  Stock Award  Plan,  as approved on
          December 9, 1995 by the Board of Directors of the Company.

 5        Opinion of Baker & Botts, L.L.P.

23.1      Consent of Deloitte & Touche, independent public accountants.

23.2      Consent of Baker & Botts, L.L.P. (included in Exhibit 5)

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


   *  Incorporated herein by reference.


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 of 1933;

               (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
     registrant  pursuant  to  section  13 or  section  15(d) of the  Securities
     Exchange Act of 1934 that are incorporated by reference in the Registration
     Statement.

          (2)  That, for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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.

                                      II-3

<PAGE>



     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  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 of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.



                                      II-4

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Tallahassee, State of Florida, on December 9, 1995.

                              TEJAS GAS CORPORATION

                              By:      /s/  JAY A. PRECOURT
                                   ---------------------------------------------
                                       Jay A. Precourt
                                       Vice Chairman and Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on December 9, 1995.


     SIGNATURE                                    TITLE


/s/  FREDERIC C. HAMILTON               Chairman of the Board of Directors
- ------------------------------
Frederic C. Hamilton

/s/  JAY A. PRECOURT                    Vice Chairman and Chief Executive
- ------------------------------          Officer (Principal Executive Officer)
Jay A. Precourt

/s/  CHARLES R. CRISP                   President and Director
- ------------------------------
Charles R. Crisp

/s/  JAMES W. WHALEN                    Executive Vice President, Chief
- ------------------------------          Financial Officer and Treasurer
James W. Whalen                         (Principal Financial and Accounting
                                        Officer)

                                        Director
- ------------------------------
Charles C. Gates

/s/  A.J. MILLER                        Director
- ------------------------------
A. J. Miller

/s/  ROBERT G. STONE, JR.               Director
- ------------------------------
Robert G. Stone, Jr.

/s/  RONALD F. WALKER                   Director
- ------------------------------
Ronald F. Walker


                                      II-5

<PAGE>



                                  EXHIBIT INDEX



EXHIBIT NO.                             DESCRIPTION


*4.1           Certificate of Incorporation  of Tejas Gas Corporation  (filed as
               Exhibit 3.1 to the Company's  Registration Statement on Form S-1,
               Registration No. 33-24697).

*4.2           Certificate of Amendment to Certificate of Incorporation of Tejas
               Gas  Corporation  dated May 12, 1993 (filed as Exhibit 4.3 to the
               Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
               June 30, 1993).

*4.3           By-laws of Tejas Gas  Corporation  (filed as  Exhibit  3.2 to the
               Company's  Registration  Statement on Form S-1,  Registration No.
               33-24697).

*4.4           Rights Agreement,  dated as of  November  11,  1994,  between the
               Company and Harris  Trust and Savings  Bank,  which  includes the
               Certificate of Designation for the Series C Junior  Participating
               Preferred  Stock as EXHIBIT A, the form of Right  Certificate  as
               EXHIBIT B, and the Summary of Rights to Purchase Preferred Shares
               as EXHIBIT C (filed as Exhibit 1 to the Company's  Current Report
               on Form 8-K dated November 11, 1994).

*4.5           Specimen Stock Certificate for Common Stock (filed as Exhibit 4.4
               to the  Company's  Quarterly  Report on Form 10-Q for the quarter
               ended June 30, 1993).

 4.6           Director Stock Award Plan,  as approved on October 5, 1995 by the
               Board of Directors of the Company.

 4.7           First  Amendment to the Director Stock Award Plan, as approved on
               December 9, 1995 by the Board of Directors of the Company.

 5             Opinion of Baker & Botts, L.L.P.

23.1           Consent of Deloitte & Touche, independent public accountants.

23.2           Consent of Baker & Botts, L.L.P. (included in Exhibit 5).

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

*  Incorporated herein by reference.



                                      II-6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20922}]
{"company-data": {"conformed-name": "TEJAS GAS CORP", "cik": "0000096864", "assigned-sic": "4922", "irs-number": "760263364", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64895", "film-number": "95600790"}, "business-address": {"street1": "1301 MCKINNEY ST STE 700", "city": "HOUSTON", "state": "TX", "zip": "77010", "phone": "7136580509"}}
- --------------------------------------------------------------------------------

     As filed with the Securities and Exchange Commission on December 11,1995

                                                Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

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

                              TEJAS GAS CORPORATION
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                         (State or other jurisdiction of
                         incorporation or organization)

                                   76-0263364
                                (I.R.S. Employer
                               Identification No.)

                         1301 MCKINNEY STREET, SUITE 700
                                 HOUSTON, TEXAS
                    (Address of Principal Executive Offices)
                                      77010
                                   (Zip Code)
                           ---------------------------

                            DIRECTOR STOCK AWARD PLAN
                            (Full title of the plan)

                           ---------------------------
                                P. ANTHONY LANNIE
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              TEJAS GAS CORPORATION
                         1301 MCKINNEY STREET, SUITE 700
                              HOUSTON, TEXAS 77010
                     (Name and address of agent for service)

                                 (713) 658-0509
          (Telephone number, including area code, of agent for service)
                          ---------------------------

                         CALCULATION OF REGISTRATION FEE

==================================================================================================================
Proposed            Proposed          Amount of
                                             Amount to be    maximum offering        maximum        registration
Title of securities to be registered          registered      price per share    aggregate offering     fee (3)
                                                                   (1)              price (1)
Common Stock, par value $.25 per share (2)   30,000          $53.375             $1,601,250.00       $552.16
==================================================================================================================
(1)      Estimated pursuant to Rules 457(c)and(h)solely for purposes of computing the registration fee and
         based upon the average of the high and low sales prices reported on the New York Stock Exchange
         Composite Tape on December 7, 1995.

(2)      Includes the preferred stock purchase rights associated with the Common Stock.

(3)      As no separate consideration is payable for the preferred stock purchase rights associated with the
         Common Stock, the registration fee for such securities is included in the fee for the Common Stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          Note: The document(s) containing  the information concerning the Tejas
Gas  Corporation  Director Stock Award Plan (the "Plan"),  required by Item 1 of
Form S-8  and  the  statement of  availability  of  registrant information, Plan
information and  other  information  required by Item 2 of Form S-8 will be sent
or given to employees as specified  by  Rule 428.  In  accordance  with Rule 428
and the  requirements  of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424. The  registrant  will maintain a file of such documents in
accordance  with the provisions of Rule 428. Upon request,  the registrant  will
furnish  to the  Commission  or its staff a copy of any or all of the  documents
included in such file.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents,  which the registrant,  Tejas Gas Corporation (the
"Company"),  has filed with the Commission  pursuant to the Securities  Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act")  (File  No.  0-17389),   are
incorporated in this Registration  Statement by reference and shall be deemed to
be a part hereof:

          (1) the Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1994;

          (2)  the Company's  Quarterly  Reports  on Form 10-Q for the  quarters
     ended March 31, 1995, June 30, 1995 and September 30, 1995;

          (3)  the  Company's  Current  Reports  on  Form  8-K  filed  with  the
     Commission on January 23, 1995, August 9, 1995 and November 3, 1995;

          (4)  the description  of the Common Stock  contained in the  Company's
     Registration Statement on Form 8-A filed on December 3, 1992, as amended by
     Forms  8-A/A  filed on  September  17,  1993 and  March 18,  1994,  as such
     Registration  Statement  may be further  amended  from time to time for the
     purpose of updating, changing or modifying such descriptions; and

          (5)  the description of the Company's  preferred stock purchase rights
     associated  with the Common Stock  contained in the Company's  Registration
     Statement on Form 8-A filed on November 14, 1994.

     All  documents  filed  by  the  Company  with  the  Commission  pursuant to
sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration  Statement  and  prior  to the  filing  of a post-effective
amendment to  this  Registration  Statement  which indicates that all securities
offered  hereby  have  been  sold, or  which  deregisters  all  securities  then
remaining  unsold,  shall  be  deemed  to  be  incorporated in this Registration
Statement by  reference  and to be a part hereof from the date of filing of such
documents.

     Any statement contained in this  Registration  Statement, in  an  amendment
hereto or in a document  incorporated  by  reference  herein shall  be deemed to
be  modified  or  superseded for purposes of this Registration  Statement to the
extent  that  a  statement  contained  herein  or  in   any  subsequently  filed
supplement  to this  Registration  Statement  or in any  document  that  also is
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.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article Ninth of the Company's Charter provides that to  the fullest extent
that the General Corporation Law of the State of Delaware permits the limitation
or elimination of  the liability of directors, no  director of the Company shall
be  personally  liable  to  the Company  or  its  stockholders  for damages  for
breach  of  fiduciary   duty  as  a  director.

                                      II-1
Notwithstanding the foregoing, a director shall be liable to the extent provided
by applicable  law (1) for any breach of the  director's  duty of loyalty to the
Company  or its  stockholders,  (2) for acts or  omissions  not in good faith or
which involve intentional  misconduct or a knowing violation of law, (3) for any
willful or negligent  declaration  of an unlawful  dividend,  stock  purchase or
redemption  or (4) for any  transaction  from  which the  director  derived  any
improper personal benefit.

     Article  Tenth of the  Company's  Charter  provides  that the Company shall
indemnify  each person who was or is made a party or is  threatened to be made a
party to or is involved in any threatened,  pending or completed action, suit or
proceeding, by reason of the fact that he or she is or was a director or officer
of the  Company,  including  service  with  respect to employee  benefit  plans,
whether the basis of such  proceeding is alleged action in an official  capacity
as a  director,  officer,  employee  or agent or  alleged  action  in any  other
capacity while serving as a director, officer, employee or agent, to the maximum
extent authorized by the General Corporation Law of the State of Delaware.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes  the  indemnification  of directors  and officers  against  liability
incurred  by  reason  of  being a  director  or  officer  and  against  expenses
(including  attorneys'  fees) in connection with defending any action seeking to
establish such liability,  in the case of third-party  claims, if the officer or
director 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 in the case of actions
by or in the right of the corporation,  if the officer or director 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 if such officer or director shall not have been
adjudged  liable  to the  corporation,  unless  a  court  otherwise  determines.
Indemnification  is also  authorized  with  respect  to any  criminal  action or
proceeding  where the officer or director had no reasonable cause to believe his
conduct was unlawful.

     The above  discussion  of the  Company's  Charter  and  Section  145 of the
General  Corporation  Law of  Delaware  is  intended to be only a summary and is
qualified in its entirety by the full text of each of the foregoing.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

EXHIBIT
NUMBER                              DOCUMENT DESCRIPTION

*4.1      Certificate  of  Incorporation  of  Tejas  Gas  Corporation  (filed as
          Exhibit  3.1 to the  Company's  Registration  Statement  on Form  S-1,
          Registration No. 33-24697).

*4.2      Certificate of Amendment to Certificate of  Incorporation of Tejas Gas
          Corporation  dated May 12, 1993 (filed as Exhibit 4.3 to the Company's
          Quarterly Report on Form 10-Q for the quarter ended June 30, 1993).

*4.3      By-laws  of  Tejas  Gas  Corporation  (filed  as  Exhibit  3.2  to the
          Company's   Registration  Statement  on  Form  S-1,  Registration  No.
          33-24697).

*4.4      Rights Agreement, dated  as of November 11, 1994,  between the Company
          and Harris Trust and Savings Bank,  which includes the  Certificate of
          Designation for the Series C Junior  Participating  Preferred Stock as
          EXHIBIT A, the form of Right Certificate as EXHIBIT B, and the Summary

                                      II-2
of Rights to Purchase Preferred Shares as  EXHIBIT C (filed as Exhibit
          1  to  the  Company's  Current  Report  on Form 8-K dated November 11,
          1994).

*4.5      Specimen Stock Certificate for Common Stock (filed as Exhibit  4.4  to
          the Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1993).

 4.6      Director Stock Award Plan, as approved on October 5, 1995 by the Board
          of Directors of the Company.

 4.7      First  Amendment  to the  Director  Stock Award  Plan,  as approved on
          December 9, 1995 by the Board of Directors of the Company.

 5        Opinion of Baker & Botts, L.L.P.

23.1      Consent of Deloitte & Touche, independent public accountants.

23.2      Consent of Baker & Botts, L.L.P. (included in Exhibit 5)

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

   *  Incorporated herein by reference.

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 of 1933;

               (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
     registrant  pursuant  to  section  13 or  section  15(d) of the  Securities
     Exchange Act of 1934 that are incorporated by reference in the Registration
     Statement.

          (2)  That, for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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.

                                      II-3
(b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  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 of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                      II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Tallahassee, State of Florida, on December 9, 1995.

                              TEJAS GAS CORPORATION

                              By:      /s/  JAY A. PRECOURT
                                   ---------------------------------------------
                                       Jay A. Precourt
                                       Vice Chairman and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on December 9, 1995.

     SIGNATURE                                    TITLE

/s/  FREDERIC C. HAMILTON               Chairman of the Board of Directors
- ------------------------------
Frederic C. Hamilton

/s/  JAY A. PRECOURT                    Vice Chairman and Chief Executive
- ------------------------------          Officer (Principal Executive Officer)
Jay A. Precourt

/s/  CHARLES R. CRISP                   President and Director
- ------------------------------
Charles R. Crisp

/s/  JAMES W. WHALEN                    Executive Vice President, Chief
- ------------------------------          Financial Officer and Treasurer
James W. Whalen                         (Principal Financial and Accounting
                                        Officer)

                                        Director
- ------------------------------
Charles C. Gates

/s/  A.J. MILLER                        Director
- ------------------------------
A. J. Miller

/s/  ROBERT G. STONE, JR.               Director
- ------------------------------
Robert G. Stone, Jr.

/s/  RONALD F. WALKER                   Director
- ------------------------------
Ronald F. Walker

                                      II-5
EXHIBIT INDEX

EXHIBIT NO.                             DESCRIPTION

*4.1           Certificate of Incorporation  of Tejas Gas Corporation  (filed as
               Exhibit 3.1 to the Company's  Registration Statement on Form S-1,
               Registration No. 33-24697).

*4.2           Certificate of Amendment to Certificate of Incorporation of Tejas
               Gas  Corporation  dated May 12, 1993 (filed as Exhibit 4.3 to the
               Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
               June 30, 1993).

*4.3           By-laws of Tejas Gas  Corporation  (filed as  Exhibit  3.2 to the
               Company's  Registration  Statement on Form S-1,  Registration No.
               33-24697).

*4.4           Rights Agreement,  dated as of  November  11,  1994,  between the
               Company and Harris  Trust and Savings  Bank,  which  includes the
               Certificate of Designation for the Series C Junior  Participating
               Preferred  Stock as EXHIBIT A, the form of Right  Certificate  as
               EXHIBIT B, and the Summary of Rights to Purchase Preferred Shares
               as EXHIBIT C (filed as Exhibit 1 to the Company's  Current Report
               on Form 8-K dated November 11, 1994).

*4.5           Specimen Stock Certificate for Common Stock (filed as Exhibit 4.4
               to the  Company's  Quarterly  Report on Form 10-Q for the quarter
               ended June 30, 1993).

 4.6           Director Stock Award Plan,  as approved on October 5, 1995 by the
               Board of Directors of the Company.

 4.7           First  Amendment to the Director Stock Award Plan, as approved on
               December 9, 1995 by the Board of Directors of the Company.

 5             Opinion of Baker & Botts, L.L.P.

23.1           Consent of Deloitte & Touche, independent public accountants.

23.2           Consent of Baker & Botts, L.L.P. (included in Exhibit 5).

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

*  Incorporated herein by reference.

                                      II-6