EL PASO NATURAL GAS CO
8-K, 1994-03-31
NATURAL GAS TRANSMISSION
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                 SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON, D.C.  20549


                        ----------


                         FORM 8-K


                      CURRENT REPORT
                PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported) March 29, 1994.


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


<TABLE>
  <S>                     <C>                          <C>
      Delaware                    1-2700                    74-0608280
   (State or Other        (Commission File Number)       (I.R.S. Employer
    Jurisdiction                                       Identification Number)
  of Incorporation)
</TABLE>

                  One Paul Kayser Center
              304 Texas Avenue, El Paso, Texas 79901
       (Address of Principal Executive Office, Including Zip Code)


                      (915) 541-2600
         (Registrant's Telephone Number, Including Area Code)

<PAGE>


Item 5.    Other Events.

           On March 30, 1994, El Paso Natural Gas Company (the "Company") 
issued a press release regarding the decision rendered by the Delaware
Chancery Court in the matter of El Paso Natural Gas Company v. Amoco
Production Company. A copy of that press release is attached hereto as Exhibit
99 and is incorporated herein by reference.


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




     Inclusion in this Report of the matter described above should not be
deemed an admission by the Company that such matter is or may be material
in any respect to the Company.

<PAGE>

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (a)     Financial Statements.

             None

     (b)     Pro Forma Financial Information.

             None

     (c)     Exhibits.  

             The following exhibit is filed herewith:

             99.     Press Release dated March 30, 1994.

<PAGE>
                           SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     EL PASO NATURAL GAS COMPANY
                                              (Registrant)



Date:  March 31, 1994                By: /s/ H. Brent Austin      
                                     Name:  H. Brent Austin 
                                     Title:  Senior Vice President
                                       and Chief Financial Officer

<PAGE>

                             EXHIBIT INDEX
                              
<TABLE>
<S>                         <C>  
Exhibit No.                 Description                


  99                        Press Release dated March 30, 1994.



</TABLE>

[El Paso Logo]
El Paso
Natural Gas Company                                          NEWS
_________________________________________________________________
P.O. Box 1492                         Contact: Norma F. Dunn, CPA
El Paso, Texas 79978                               Vice President
                                      Investor & Public Relations
                                           Office: (915) 541-5443





FOR IMMEDIATE RELEASE

        DELAWARE CHANCERY COURT DECISION RESULTS IN
          $12 MILLION FIRST QUARTER CHARGE

EL PASO, TEXAS, March 30, 1994 -- El Paso Natural Gas Company (NYSE:EPG)
announced today that it will take a first quarter charge of approximately
$12 million after-tax, or $0.33 per share, to cover the Company's potential
exposure pursuant to a legal decision rendered late yesterday in favor of
Amoco Production Company in the Delaware Chancery Court.

     The Court's decision supports Amoco's claim to lower gathering rates for
certain of its production for the period dating back to November 1988.
Additional briefs have been requested to determine the amount of refunds to
which Amoco may be entitled. Management does not expect the outcome of this
matter to have a materially adverse effect on the Company's financial
condition or future results of operations.

     EPG intends to appeal.

                                       ###



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