EL PASO NATURAL GAS CO
8-K, 1997-11-03
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 November 3, 1997
               (Date of earliest event reported October 28, 1997)




                          EL PASO NATURAL GAS COMPANY
             (Exact name of registrant as specified in the charter)



          Delaware                      1-2700                 74-0608280
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
      of incorporation)                                      Identification No.)


      El Paso Energy Building
       1001 Louisiana Street
           Houston, Texas                                          77002
(Address of principal executive offices)                         (Zip Code)



       Registrant's telephone number, including area code (713) 757-2131



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Item 5.      Other Events

             On October 28, 1997, El Paso Natural Gas Company, doing business
             as El Paso Energy Corporation, through a subsidiary, El Paso Field
             Services Company, entered into a definitive stock purchase
             agreement to acquire all of the outstanding shares of common stock
             of PacifiCorp's offshore gathering and processing subsidiaries.
             The net purchase price is approximately $195 million.  The
             transaction is expected to close in November 1997 following the
             satisfaction of several conditions, including the receipt of
             certain governmental approvals.

             A copy of the press release further describing the transaction is
             attached hereto as Exhibit 99 and is incorporated herein by
             reference.

Item 7.      Financial Statements and Exhibits

             c)  Exhibits:

                 Exhibit Number            Description
                 --------------            -----------
                         99          Press release dated October 28, 1997

                                      2
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                                   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 thereunto duly authorized.


                                     EL PASO NATURAL GAS COMPANY



                                     By:       /s/ Jeffrey I. Beason 
                                         -----------------------------------
                                                   Jeffrey I. Beason
                                             Vice President and Controller


Date:  November 3, 1997





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<PAGE>   4
                               INDEX TO EXHIBITS


                 Exhibit Number               Description
                 --------------               -----------
                       99          Press release dated October 28, 1997



























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               EL PASO FIELD SERVICES TO ACQUIRE PACIFICORP'S
                  OFFSHORE GATHERING AND PROCESSING ASSETS
        
        HOUSTON, TEXAS, OCTOBER 28, 1997 - El Paso Field Services Company, a
business unit of El Paso Energy Corporation (NYSE:EPG), today announced a
significant expansion of its offshore Gulf of Mexico gathering and processing
business through the acquisition of 100 percent of the stock of PacifiCorp's
(NYSE:PPW) offshore pipeline and processing subsidiaries. PacifiCorp obtained
these assets in April 1997 as part of its acquisition of TPC Corporation, which
was the largest independent gas gatherer in the offshore Texas Gulf of Mexico.
This transaction is expected to close in late November 1997 at a cash purchase
price $195 million.

        The principal assets included in the transaction are the Seahawk
Shoreline System and Tomcat Pipeline System located in the Matagorda Island
area of offshore Texas Gulf of Mexico, the Brazos Area Gathering System, the
Galveston Island Gathering System, the Oyster Lake Condensate Stabilization
Facility, and the Matagorda Gas Processing Plant near Palacios, Texas.  On a
combined basis, these systems contain 360 miles of pipeline with diameters up
to 24 inches and current throughput of 550 million cubic feet per day (MMcf/d).
The Matagorda Gas plant is a cryogenic gas processing plant with throughput of
250 MMcf/d of natural gas produced from the Matagorda Island offshore area.

        "This acquisition significantly expands El Paso Field Services'
gathering and processing business and makes the company one of the largest
gatherers and processors of offshore gas production," said Robert G. Phillips,
president of El Paso Field Services.  "These offshore pipelines are
strategically located in the western Gulf of Mexico, an area which has seen
active drilling and significant new lease activity in recent months.  We
believe these systems will provide El Paso Field Services with an excellent
platform to compete for new deepwater supplies as they are developed in coming
years.  These pipelines are tied to the Matagorda Gas Processing Plant, one of
the largest gas processing plants on the Texas Gulf Coast, and offer excellent
downstream access to numerous pipelines, including Tennessee Gas Pipeline and
Channel Gas Pipeline, parts of the El Paso Energy family."


                                   -more-

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EL PASO FIELD SERVICES ACQUIRES PACIFICORP'S OFFSHORE GATHERING & 
PROCESSING ASSETS
PAGE TWO

        Upon completion of this transaction, El Paso Field Services will own
interests in 16 non-regulated offshore Gulf of Mexico gathering or transmission
systems, including its 50 percent ownership in the Viosca Knoll Gathering
System located in the active Flextrend play of the eastern Gulf of Mexico. 
Combined net throughput of El Paso Field Services' offshore assets will
increase to more than 1 billion cubic feet per day (Bcf/d), with total
company-wide gathering and processing volumes increasing to 3 Bcf/d and 1
Bcf/d, respectively.

        El Paso Energy Corporation provides total energy solutions through five
business units: El Paso Natural Gas Company, Tennessee Gas Pipeline Company, El
Paso Field Services Company, El Paso Energy Marketing Company and El Paso
Energy International Company.  With offices worldwide, the company has
operations in interstate natural gas transmission, gas gathering and
processing, energy marketing, and international energy infrastructure
development.

                                     # # #

Contacts:
Media Relations:          Russ Roberts
                          (713) 757-5435
Investor Relations:       Scott Vonderheide
                          (713) 757-4527


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