<PAGE>
<PAGE> 1
As filed with the Securities and Exchange Commission on April 27, 1994
Registration No. 33-
____________________________________________________________________________
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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THE COASTAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-1734212
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Coastal Tower
Nine Greenway Plaza
Houston, Texas 77046-0995
(Address of Principal Executive Offices) (Zip Code)
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THE COASTAL CORPORATION STOCK PURCHASE PLAN
(Full title of the plan)
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Austin M. O'Toole, Esq.
Senior Vice President, Secretary and Senior Counsel
The Coastal Corporation, Coastal Tower, Nine Greenway Plaza
Houston, Texas 77046-0995
(Name and address of agent for service)
(713) 877-1400
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering price registration
to be registered registered per unit (3) fee
<S> <C> <C> <C> <C>
Participations in the Plan . . . . . . . . $15,000,000(1) $ 15,000,000
Common Stock of The Coastal Corporation: par
value $.33-1/3 per share . . . . . . . . . $ 578,088(2) $ 31 $ 17,920,728 $6,179.60
</TABLE>
(1) The $15,000,000 of Plan participations being registered represent
contributions that may be made by participating employees under the
Plan; in addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) The 578,088 shares of Common Stock of The Coastal Corporation being
registered represent the estimated maximum number of shares of such
stock which may be purchased with the Plan participations being
registered and an additional 100,000 shares of treasury stock which may
be contributed under the Plan by The Coastal Corporation to the account
of participating employees. Such estimate is based on the closing
price in the daily composite list for transactions on the New York
Stock Exchange and other markets on April 25, 1994 ($31 per share).
(3) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as
amended.
____________________________________________________________________________
____________________________________________________________________________
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PART II
This Registration Statement incorporates herein by reference The
Coastal Corporation's Registration Statement on Form S-8, Registration No.
33-21095.
II-1<PAGE>
<PAGE> 3
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints David A.
Arledge, Coby C. Hesse and Austin M. O'Toole and each of them, any of whom
may act without the joinder of the others, as his attorney-in-fact to sign
on his behalf and in the capacity stated below and to file all amendments
and post-effective amendments to this Registration Statement, which
amendment or amendments may make such changes and additions in this
Registration Statement as such attorney-in-fact may deem necessary or
appropriate.
SIGNATURES
The Registrant. 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 Houston, State of
Texas, on April 26, 1994.
THE COASTAL CORPORATION
(Registrant)
By: DAVID A. ARLEDGE
________________________________________
David A. Arledge
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
_________ _____ ____
<S> <C> <C>
O. S. WYATT, JR. Chairman of the Board and April 26, 1994
__________________________________
O. S. Wyatt, Jr. Chief Executive Officer
DAVID A. ARLEDGE Principal Financial Officer April 26, 1994
__________________________________
David A. Arledge and Director
COBY C. HESSE Principal Accounting Officer April 26, 1994
__________________________________
Coby C. Hesse
JOHN M. BISSELL Director April 26, 1994
__________________________________
John M. Bissell
GEORGE L. BRUNDRETT, JR. Director April 26, 1994
__________________________________
George L. Brundrett, Jr.
Director April __, 1994
__________________________________
Ervin O. Buck
</TABLE>
II-2<PAGE>
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<TABLE>
<CAPTION> SIGNATURE TITLE DATE
_________ _____ ____
<S> <C> <C>
HAROLD BURROW Director April 26, 1994
__________________________________
Harold Burrow
ROY D. CHAPIN, JR. Director April 26, 1994
__________________________________
Roy D. Chapin, Jr.
JAMES F. CORDES Director April 26, 1994
__________________________________
James F. Cordes
ROY L. GATES Director April 26, 1994
__________________________________
Roy L. Gates
KENNETH O. JOHNSON Director April 26, 1994
__________________________________
Kenneth O. Johnson
JEROME S. KATZIN Director April 26, 1994
__________________________________
Jerome S. Katzin
J. HOWARD MARSHALL, II Director April 26, 1994
__________________________________
J. Howard Marshall, II
Director April __, 1994
__________________________________
Thomas R. McDade
Director April __, 1994
__________________________________
L. D. Wooddy, Jr.
</TABLE>
II-3<PAGE>
<PAGE> 5
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on April 26, 1994.
THE COASTAL CORPORATION
AS ADMINISTRATOR OF
THE COASTAL CORPORATION STOCK PURCHASE PLAN
By: DAVID A. ARLEDGE
________________________________________
David A. Arledge
President
II-4<PAGE>
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EXHIBIT INDEX
Exhibit
Number Description
______ __________________________________________________________
4.1+ -- The Coastal Corporation Stock Purchase Plan effective as of
April 1, 1988.
23.1* -- Consent of Deloitte & Touche.
23.2* -- Consent of Austin M. O'Toole Esq. (included in Exhibit 5).
23.3* -- Consent of Huddleston & Co., Inc.
24* -- Power of Attorney (included on the signature pages herein).
+ Incorporated herein by reference to The Coastal Corporation's
Registration Statement on Form S-8, Registration No. 33-21095.
* Filed herewith.<PAGE>
<PAGE> 7
Exhibit 5
April 26, 1994
The Coastal Corporation
Coastal Tower
Nine Greenway Plaza
Houston, TX 77046-0995
Gentlemen:
I am Senior Vice President, Secretary and Senior Counsel to The Coastal
Corporation, a Delaware corporation (the "Company") and am acting as counsel
to the Company in connection with the registration of shares of the
Company's Common Stock, par value $.33-1/3 per share, (the "Common Stock")
purchased or issued under The Coastal Corporation Stock Purchase Plan (the
"Plan"), pursuant to a registration statement on Form S-8 (the "Registration
Statement"), filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.
In this connection, I have examined the corporate proceedings relating
to the Company and the Common Stock. I have also examined all statutes,
corporate records and other instruments and documents which I have deemed it
necessary to examine for the purposes of this opinion.
Based on the foregoing, I am of the opinion that:
(1) The Company has been duly organized and validly existing under the
laws of the State of Delaware.
(2) The Plan has been duly authorized and executed by the Company and
is a legal and binding agreement of the Company in accordance with its
terms.
(3) The Common Stock, when purchased or issued in accordance with the
terms of the Plan, will be legally and validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I further consent to all references to me in the
Registration Statement, any amendments thereto, or in any Prospectus.
Very truly yours,
AUSTIN M. O'TOOLE
Austin M. O'Toole<PAGE>
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Exhibit 23.1
CONSENT OF DELOITTE & TOUCHE
We consent to the incorporation by reference in this Registration
Statement of The Coastal Corporation on Form S-8 relating to The Coastal
Corporation Stock Purchase Plan of our report dated February 3, 1994,
appearing in and incorporated by reference in the Annual Report on Form 10-K
of The Coastal Corporation for the year ended December 31, 1993 and to the
reference to us under the heading "Experts" in Registration No. 33-21095
which is incorporated into this Registration Statement by reference.
DELOITTE & TOUCHE
Houston, Texas
April 26, 1994<PAGE>
*<PAGE> 9
Exhibit 23.2
CONSENT OF AUSTIN M. O'TOOLE
The consent of AUSTIN M. O'TOOLE, Esq., Senior Vice President,
Secretary and Senior Counsel of The Coastal Corporation, is contained in his
opinion filed as Exhibit 5 to this Registration Statement.<PAGE>
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Exhibit 23.3
CONSENT OF HUDDLESTON & CO., INC.
We consent to the incorporation by reference in this Registration
Statement of The Coastal Corporation on Form S-8 relating to The Coastal
Corporation Stock Purchase Plan to the reference to us under the heading
"Experts" in Registration No. 33-21095 which is incorporated into this
Registration Statement by reference.
HUDDLESTON & CO., INC.
Houston, Texas
April 26, 1994
