As filed with the Securities and Exchange Commission on January 10,
1994
                                    Registration No. 33- 
- -------------------------------------------------------------------
- ------------------------------------------------------------------- 
                        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) 

<TABLE>
<S>                                        <C>
Delaware                                   74-0608280
(State or other jurisdiction of            (I.R.S. employer
incorporation or organization              identification no.)
</TABLE>
                           One Paul Kayser Center 
                              304 Texas Avenue 
                              El Paso, Texas 79901
                             (Address of principal
                     executive offices, including zip code)

                           EL PASO NATURAL GAS COMPANY 
                   STOCK OPTION PLAN FOR MANAGEMENT EMPLOYEES     
                       (Full title of the plan) 
 
                                BRITTON WHITE, JR.
                   Senior Vice President and General Counsel      
                            EL PASO NATURAL GAS COMPANY 
                               One Paul Kayser Center 
                                  304 Texas Avenue 
                                 El Paso, Texas 79901 
                                    (915) 541-2600
                      (Name, address and telephone number,
                   including area code, of agent for service) 

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

                                       Copy to: 
 
                                     ARNOLD H. TRACY              
                           MUDGE ROSE GUTHRIE ALEXANDER & FERDON 
                                    180 Maiden Lane 
                                 New York, New York 10038 

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

                              CALCULATION OF REGISTRATION FEE 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Title of    Amount to be    Proposed     Proposed   Amount of
securities  registered      maximum      maximum    registration
to be                       offering     aggregate  fee 
registered                  price        offering
                            per share(1) price(1)
- -------------------------------------------------------------------
<S>            <C>            <C>       <C>          <C>
Common Stock, 
par value $3   2,500,000 shs  $35.50    $88,750,000  $30,603.66
per share
- -------------------------------------------------------------------
- -------------------------------------------------------------------
</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 January 4,
1994, as reported by the New York Stock Exchange. 
 
- -------------------------------------------------------------------
- ------------------------------------------------------------------- 




                                     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, 1992, 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 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 provides
that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation--a "derivative
action"), if they acted in good faith and in a manner they
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 their conduct was
unlawful.  A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with
the defense or settlement of such action, and the statute requires
court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the
corporation.  The statute provides that it is not exclusive of
other indemnification that may be granted by a corporation's by-
laws, disinterested director vote, stockholder vote, agreement or
otherwise. 
 
      Article X of the By-laws of the Registrant 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 Delaware General Corporation Law
permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except
for liability for (i) any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payment of unlawful dividends or unlawful
stock purchases or redemptions, or (iv) 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 Delaware General Corporation Law, 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 Registrant maintains Directors' and Officers' liability
insurance which provides for payments on behalf of the directors
and officers of all 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. 

Item 7.   Exemption From Registration Claimed. 
 
     Not Applicable.
 
Item 8.   Exhibits. 
<TABLE>
<CAPTION>
Exhibit 
Number                           Description                      
- ----    ----------------------------------------------------------

<S>     <C>
4.1     Restated Certificate of Incorporation of the Registrant
        dated January 22, 1992 (filed as Exhibit 3.A to the Registrant's
        Annual Report on Form 10-K for the fiscal year ended December 31,
        1992 and incorporated herein by reference) 
 
4.2     El Paso Natural Gas Company Stock Option Plan For
        Management Employees
 
5       Opinion of Mudge Rose Guthrie Alexander & Ferdon regarding
        legality of the Common Stock being registered 

23.1    Consent of Mudge Rose Guthrie Alexander & Ferdon (included
        in their opinion filed as Exhibit 5) 
 
23.2    Consent of Coopers & Lybrand 
 
24      Power of Attorney (see Signature Page) 
</TABLE>

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 (1)(i) and (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 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)  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. 
 
                                   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 January 10, 1994. 

                             EL PASO NATURAL GAS COMPANY

                             By:  /S/ WILLIAM A. WISE
                                      William A. Wise 
                                Chairman of the Board,
                             President 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 indicated on January 10,
1994. 

<TABLE>
<CAPTION>
Signature                    Title 
<S>                          <C>
/S/   WILLIAM A. WISE        Chairman of the Board, President,
William A. Wise              Chief Executive Officer and Director

/S/   LUINO DELL'OSSO, JR.   Executive Vice President, Chief
Luino Dell'Osso, Jr.         Operating Officer
                             and Director 

/S/   H. BRENT AUSTIN        Senior Vice President and Chief
H. Brent Austin              Financial Officer
                             (Principal Financial Officer)

/S/   THOMAS E. RICKS         Vice President and Controller
Thomas E. Ricks               (Principal Accounting Officer) 

/S/   BYRON ALLUMBAUGH        Director 
Byron Allumbaugh

/S/   EUGENIO GARZA LAGUERA   Director 
Eugenio Garza Laguera 

/S/   BEN F. LOVE             Director 
Ben F. Love 

/S/   KENNETH L. SMALLEY      Director 
Kenneth L. Smalley
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16601}]
{"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": "033-51851", "film-number": "94500803"}, "business-address": {"street1": "ONE PAUL KAYSER CENTER", "street2": "304 TEXAS AVE", "city": "EL PASO", "state": "TX", "zip": "79901", "phone": "9155412600"}}
As filed with the Securities and Exchange Commission on January 10,
1994
                                    Registration No. 33- 
- -------------------------------------------------------------------
- ------------------------------------------------------------------- 
                        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 of            (I.R.S. employer
incorporation or organization              identification no.)
One Paul Kayser Center 
                              304 Texas Avenue 
                              El Paso, Texas 79901
                             (Address of principal
                     executive offices, including zip code)

                           EL PASO NATURAL GAS COMPANY 
                   STOCK OPTION PLAN FOR MANAGEMENT EMPLOYEES     
                       (Full title of the plan) 
 
                                BRITTON WHITE, JR.
                   Senior Vice President and General Counsel      
                            EL PASO NATURAL GAS COMPANY 
                               One Paul Kayser Center 
                                  304 Texas Avenue 
                                 El Paso, Texas 79901 
                                    (915) 541-2600
                      (Name, address and telephone number,
                   including area code, of agent for service) 

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

                                       Copy to: 
 
                                     ARNOLD H. TRACY              
                           MUDGE ROSE GUTHRIE ALEXANDER & FERDON 
                                    180 Maiden Lane 
                                 New York, New York 10038 

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

                              CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------
- -------------------------------------------------------------------
Title of    Amount to be    Proposed     Proposed   Amount of
securities  registered      maximum      maximum    registration
to be                       offering     aggregate  fee 
registered                  price        offering
                            per share(1) price(1)
- -------------------------------------------------------------------
Common Stock, 
par value $3   2,500,000 shs  $35.50    $88,750,000  $30,603.66
per share
- -------------------------------------------------------------------
- -------------------------------------------------------------------
(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 January 4,
1994, as reported by the New York Stock Exchange. 
 
- -------------------------------------------------------------------
- ------------------------------------------------------------------- 

                                     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, 1992, 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 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 provides
that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation--a "derivative
action"), if they acted in good faith and in a manner they
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 their conduct was
unlawful.  A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with
the defense or settlement of such action, and the statute requires
court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the
corporation.  The statute provides that it is not exclusive of
other indemnification that may be granted by a corporation's by-
laws, disinterested director vote, stockholder vote, agreement or
otherwise. 
 
      Article X of the By-laws of the Registrant 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 Delaware General Corporation Law
permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except
for liability for (i) any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payment of unlawful dividends or unlawful
stock purchases or redemptions, or (iv) 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 Delaware General Corporation Law, 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 Registrant maintains Directors' and Officers' liability
insurance which provides for payments on behalf of the directors
and officers of all 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. 

Item 7.   Exemption From Registration Claimed. 
 
     Not Applicable.
 
Item 8.   Exhibits.
Exhibit 
Number                           Description                      
- ----    ----------------------------------------------------------
4.1     Restated Certificate of Incorporation of the Registrant
        dated January 22, 1992 (filed as Exhibit 3.A to the Registrant's
        Annual Report on Form 10-K for the fiscal year ended December 31,
        1992 and incorporated herein by reference) 
 
4.2     El Paso Natural Gas Company Stock Option Plan For
        Management Employees
 
5       Opinion of Mudge Rose Guthrie Alexander & Ferdon regarding
        legality of the Common Stock being registered 

23.1    Consent of Mudge Rose Guthrie Alexander & Ferdon (included
        in their opinion filed as Exhibit 5) 
 
23.2    Consent of Coopers & Lybrand 
 
24      Power of Attorney (see Signature Page)
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 (1)(i) and (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 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)  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. 
 
                                   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 January 10, 1994. 

                             EL PASO NATURAL GAS COMPANY

                             By:  /S/ WILLIAM A. WISE
                                      William A. Wise 
                                Chairman of the Board,
                             President 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 indicated on January 10,
1994.
Signature                    Title
/S/   WILLIAM A. WISE        Chairman of the Board, President,
William A. Wise              Chief Executive Officer and Director

/S/   LUINO DELL'OSSO, JR.   Executive Vice President, Chief
Luino Dell'Osso, Jr.         Operating Officer
                             and Director 

/S/   H. BRENT AUSTIN        Senior Vice President and Chief
H. Brent Austin              Financial Officer
                             (Principal Financial Officer)

/S/   THOMAS E. RICKS         Vice President and Controller
Thomas E. Ricks               (Principal Accounting Officer) 

/S/   BYRON ALLUMBAUGH        Director 
Byron Allumbaugh

/S/   EUGENIO GARZA LAGUERA   Director 
Eugenio Garza Laguera 

/S/   BEN F. LOVE             Director 
Ben F. Love 

/S/   KENNETH L. SMALLEY      Director 
Kenneth L. Smalley