EL PASO NATURAL GAS CO
S-8 POS, 1995-03-30
NATURAL GAS TRANSMISSION
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      As filed with the Securities and Exchange Commission on March 30, 1995
            Post-Effective Amendment No. 1 to Registration No. 33-51853
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                     SECURITIES AND EXCHANGE COMMISSION
                                                                       
                          Washington, D.C. 20549

                          ----------------------
                                                                
                       POST-EFFECTIVE AMENDMENT NO. 1
                                    TO
                                 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>                                        <C>
<S>
        Delaware                                  74-0608280
   (State or Other Jurisdiction of             (I.R.S. Employer       
    Incorporation or Organization)             Identification No.)
</TABLE>                

                         One Paul Kayser Center
                        100 North Stanton Street
                         El Paso, Texas 79901
        (Address of Principal Executive Offices, Including Zip Code)

                         EL PASO NATURAL GAS COMPANY
                         INCENTIVE COMPENSATION PLAN
                          (Full Title of the Plan)

                             BRITTON WHITE, JR.
                 Senior Vice President and General Counsel
                        EL PASO NATURAL GAS COMPANY
                           One Paul Kayser Center
                          100 North Stanton Street
                           El Paso, Texas 79901
                             (915) 541-2600
               (Name, Address and Telephone Number, Including 
                        Area Code, of Agent For Service)

                         ------------------------
                                                                    
                                 Copy to:

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


<PAGE>
                       WITHDRAWAL OF SHARES


         On  January  10,  1994,  El  Paso  Natural   Gas  Company  
(the "Registrant") filed a Registration  Statement on Form S-8,  File 
No. 33-51853, to register  100,000 shares  of its Common  Stock, $3 par
value per share (the "Common Stock"),  to be issued pursuant to  the
El  Paso  Natural  Gas  Company  Incentive  Compensation  Plan  (the
"Plan").  Between January 10, 1994 and the date hereof, no shares of
Common Stock were  issued pursuant to  the Plan.   Pursuant to  this
Post-Effective Amendment No. 1, the Registrant hereby withdraws from
registration  all  of the  100,000 shares  which  were to  be issued
pursuant to the Plan.

















                                 -2-<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 Post-Effective Amendment No. 1 to be signed
         on  its behalf by the undersigned, thereunto duly authorized, in the
         City of El Paso, State of Texas, on March 30, 1995.

                                           EL PASO NATURAL GAS COMPANY


                                           By:   WILLIAM A. WISE* 
                                                   William A. Wise
                                                Chairman of the Board,
                                        President and Chief Executive Officer

             Pursuant  to the requirements of the Securities Act of 1933, as
         amended, this Post-Effective Amendment No.  1 has been signed  below
         by the following persons in  the capacities indicated  on March 30,
         1995.

         <TABLE>
         <CAPTION>

         Signature                      Title
         <S> <C>                        <C>

                WILLIAM A. WISE*        Chairman of the Board,
                William A. Wise         President, Chief Executive
                                        Officer and Director


             LUINO DELL'OSSO, JR.*      Vice Chairman of the Board,
              Luino Dell'Osso, Jr.      Chief Operating Officer and
                                        Director


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


                THOMAS E. RICKS*        Vice President, Chief Accounting
                Thomas E. Ricks         Officer and Controller
                                        (Principal Accounting Officer)


               BYRON ALLUMBAUGH*        Director
                Byron Allumbaugh


             EUGENIO GARZA LAGUERA*     Director
             Eugenio Garza Laguera
                                 -3-
<PAGE>
                  BEN F. LOVE*          Director
                  Ben F. Love


              KENNETH L. SMALLEY*       Director
               Kenneth L. Smalley



             *By:/s/BRITTON WHITE, JR.    
                      Britton White, Jr.      
                      Attorney-in-Fact



         </TABLE>




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