content: <PAGE>   1
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C.
                              -------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                        UNDER
  
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                            CONTINENTAL NATURAL GAS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
  
     OKLAHOMA                                               73-1198957
  (STATE OR OTHER JURISDICTION OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
  
  1437 S. BOULDER, SUITE 1250, TULSA, OKLAHOMA              74119
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)         (ZIP CODE)
  
  
  
                            CONTINENTAL NATURAL GAS, INC.
                                   1997 STOCK PLAN
                              (FULL TITLE OF THE PLAN)
  
  
                                   GARRY D. SMITH
                             VICE PRESIDENT - CONTROLLER
                             1437 S. BOULDER, SUITE 1250
                                TULSA, OKLAHOMA 74119
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
  
                     OFFICE: (918) 582-4700 FAX: (918) 560-4900
  
  <TABLE>
  <CAPTION>
  
  
                           CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------
  TITLE OF SECURITIES         AMOUNT TO BE       PROPOSED MAXIMUM          PROPOSED MAXIMUM            AMOUNT OF
  TO BE REGISTERED             REGISTERED     OFFERING PRICE PER SHARE   AGGREGATE OFFERING PRICE  REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------
  
  <S>                            <C>                    <C>                    <C>                    <C>
  COMMON STOCK, PAR VALUE
  $0.01 PER SHARE                250,000                *                      $2,937,500             $891
  </TABLE>
  
       *    ESTIMATED IN ACCORDANCE WITH RULE 457(C), SOLELY FOR THE PURPOSE OF
            CALCULATING THE REGISTRATION FEE. NONE OF THE SHARES HAVE BEEN
            AWARDED, AND THE SHARES ARE BEING REGISTERED BASED UPON THE AVERAGE OF
            THE BID AND ASKED PRICE OF THE SHARES OF THAT CLASS ON THE NATIONAL
            ASSOCIATION OF SECURITIES DEALERS AUTOMATED QUOTATION SYSTEM ON
            DECEMBER 18, 1997, $11.75 PER SHARE ($2,937,500 IN THE AGGREGATE).
  
  <PAGE>   2
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  The document(s) containing the information specified in Part I of Form S-8 will
  be sent or given to participants in the Continental Natural Gas, Inc. 1997 Stock
  Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities
  and exchange Commission (the "Commission) under the Securities Act of 1933, as
  amended (the "Securities Act").
  
  Such document(s) are not being filed with the Commission, but constitute (along
  with the documents incorporated by reference into the Registration Statement
  pursuant to Item 3 Part II hereof) a prospectus (the "Prospectus") that meets
  the requirements of Section 10(a) of the Securities Act.
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.           Incorporation of Documents by Reference.
  
  The following documents previously or concurrently filed by Continental Natural
  Gas, Inc. (the "Company" or the "Registrant") with the Commission are hereby
  incorporated by reference in this Registration Statement:
  
       (a)  The Company's 424(b) Prospectus filed with the Commission pursuant to
            the Securities Act on August 4, 1997;
  
       (b)  The Company's reports on Form 10-Q for the quarters ended June 30,
            1997, and September 30, 1997, filed pursuant to the Securities
            Exchange Act of 1934, as amended (the "Exchange Act");
  
       (c)  All other reports filed by the Company pursuant to Section 13(a) or
            15(d) of the Exchange Act since the filing of the Registration
            Statement (including Current Report on Form 8-K filed with the
            Commission on December 9, 1997);
  
       (d)  The description of the common stock, par value $0.01 per share, of the
            Registrant contained in the Registrant's Registration Statement on
            Form 8-A (File No. 0-22867) filed with the Commission on July 22,
            1997, and all amendments or reports filed for the purpose of updating
            such description.
  
  All documents subsequently filed by the Registrant with the Commission
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
  filing of a post-effective amendment which indicates that all securities offered
  hereby have been sold or which deregisters all securities then remaining unsold,
  shall be deemed incorporated by reference into this Registration Statement and
  to be a part thereof from the date of the filing of such documents. Any
  statement contained in the documents incorporated, or deemed to be incorporated,
  by reference herein shall be deemed to be modified or superseded for purposes of
  this Registration 
  
  <PAGE>   3
  
  Statement and the Prospectus to the extent that a statement contained
  herein or therein or in any other subsequently filed document which also is, or
  is deemed to be, incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement and the Prospectus.
  
  The Company shall furnish without charge to each person to whom the Prospectus
  is delivered, on the written or oral requests of such person, a copy of any or
  all of the documents incorporated by reference, other than exhibits to such
  documents (unless such exhibits are specifically incorporated by reference to
  the information that is incorporated). Requests should be directed to Gerald R.
  Shrader, Assistant Secretary, Continental Natural Gas, Inc., 1437 S. Boulder,
  Suite 1250, Tulsa, Oklahoma 74119, telephone number (918) 582-4700.
  
  All information appearing in this Registration Statement and the Prospectus is
  qualified in its entirety by the detailed information, including financial
  statements, appearing in the documents incorporated herein or therein by
  reference.
  
  
  
  Item 4.           Description of Securities.
  
           Not applicable.
  
  Item 5.           Interests of Named Experts and Counsel.
  
  Legal:
  
       Gerald R. Shrader, the Registrant's Assistant Secretary and General
  Counsel, has given the legal opinion on the validity of the securities being
  registered herewith.
  
  Independent Public Accountants:
  
       The consolidated balance sheets of Continental Natural Gas, Inc. as of
  December 31, 1996 and 1995, and the consolidated statements of operations,
  shareholders' equity and cash flows for each of the three years in the period
  ended December 31, 1996, incorporated by reference in this registration
  statement, have been included herein in reliance on the report of Coopers &
  Lybrand, L.L.P., independent accountants, given on the authority of that firm as
  experts in auditing and accounting. With respect to the unaudited interim
  financial information for the periods ended March 31, 1997 and 1996, June
  30, 1997 and 1996, and September 30, 1997 and 1996, incorporated by reference in
  this registration statement, the independent accountants have reported that they
  have applied limited procedures in accordance with professional standards for a
  review of such information. However, their separate report included in the
  Company's Prospectus filed pursuant to Rule 424(b) for the quarter ended March
  31, 1997, and their separate reports included in the Company's quarterly reports
  on Form 10-Q for the quarters ended June 30, 1997 and September 30, 1997,
  incorporated by reference herein, state that they did not audit and they do not
  express an opinion on that interim financial information. Accordingly, the
  degree of reliance on their reports on such information should be restricted in
  light of the limited nature of the review procedures applied. The accountants
  are not subject to the liability provisions of Section 11 of the Securities Act
  of 1933 for their report on the 
  
  
                                         2
  <PAGE>   4
  
  unaudited interim financial information because that report is not a
  "report" or a "part" of the registration statement prepared or certified by the
  accountants within the meaning of Section 7 and 11 of the Act.
  
  Item 6.           Indemnification of Directors and Officer.
  
       As permitted by the Oklahoma General Corporation Act (the "Oklahoma
  Corporate Act"), the Company's Certificate of Incorporation eliminates the
  personal liability of a director to the Company for monetary damages for breach
  of fiduciary duty of care as a director. Liability is not eliminated for (i) any
  breach of the director's duty of loyalty to the Company or its stockholders,
  (ii) acts or omissions not in good faith or which involve intentional misconduct
  or a knowing violation of law, (iii) unlawful payment of dividends or stock
  purchases or redemption pursuant to Section 1053 of the Oklahoma Corporate Act,
  or (iv) any transaction from which the director derived an improper personal
  benefit.
  
       Section 1031 of the Oklahoma Corporate Act permits an Oklahoma corporation
  to indemnify any persons who are, or are threatened to be made, parties to any
  threatened, pending or completed action, suit or proceeding whether civil,
  criminal, administrative or investigative (other than an action by or in the
  right of such corporation), by reason of the fact that such person is or was an
  officer, director, employee or agent of such corporation, or is or was serving
  at the request of such corporation as a director, officer, employee or agent of
  another corporation or enterprise. The indemnity may include expenses (including
  attorneys' fees), judgments, fines, and amounts paid in settlement actually and
  reasonably incurred by such person in connection with such action, suit or
  proceeding, provided such person acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the corporation's best interests,
  and, with respect to any criminal action or proceeding, had no reasonable cause
  to believe that his conduct was unlawful. An Oklahoma corporation may indemnify
  any persons who were or are parties, or are threatened to be made a party, to
  any threatened, pending or completed action or suit by or in the right of the
  corporation by reason of the fact that such person is or was a director,
  officer, employees, or agent of such corporation, or enterprise. The indemnity
  may include expenses (including attorneys' fees) actually and reasonably
  incurred by such person in connection with the defense or settlement of such
  action or suit, provided such person acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the corporation's best interest
  except that no indemnification is permitted without judicial approval if the
  officer is adjudged to be liable to the corporation. Where an officer or
  director is successful on the merits or otherwise in the defense of any action
  referred to above, the corporation must indemnify him against the expenses which
  such officer or director has actually and reasonably incurred.
  
       The Company's Certificate of Incorporation and Bylaws provide for
  indemnification of directors and officers of the Company and persons who serve
  at the request of the Company as a director or officer of another corporation in
  which the Company owns stock for all liabilities, expenses (including attorneys'
  fees) and costs incurred in a legal proceeding in which he is a party by reason
  of his having been an officer or director. The Bylaws, however, exclude
  indemnification for matters in which the officer or director is adjudged to have
  been guilty of gross negligence or willful misconduct.
  
       These indemnification provisions may be sufficiently broad to permit
  indemnification of the Registrant's officers and directors for liabilities
  (including reimbursement of expenses 
  
  
                                         3
  <PAGE>   5
  
  incurred) arising under the Securities Act of 1933 as amended (the
  "Securities Act"). In the opinion of the Securities and Exchange Commission,
  indemnification for liabilities arising under the Securities Act is against
  public policy and, therefore, unenforceable. Accordingly, these indemnification
  provisions may not limit the liability of directors and executive officers under
  the Securities Act.
  
       The Company currently carries insurance insuring the directors and officers
  of the Company against losses, which they or any of them shall become legally
  obligated to pay, for any actual or alleged error or misstatement or misleading
  statement or act or omission or neglect or breach of duty by the directors and
  officers in the discharge of their duties, individually or collectively, or any
  claim against them solely by reason of their being directors or officers, such
  coverage being limited by the specific terms and provisions of the insurance
  policy.
  
  
  Item 7.           Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.           Exhibits.
  <TABLE>
  <CAPTION>
  
  REGULATION                                                                     REFERENCE TO PRIOR
  FORM S-K                                                                   FILING OR EXHIBIT NUMBER
  EXHIBIT NO.                                                                    ATTACHED HERETO
  ----------------------------------------------------------------------------------------------------
           <S>      <C>                                                  <C>
           4.1      Continental Natural Gas, Inc. 1997 Stock Plan        (incorporated by reference as
                                                                         Exhibit 10.4 to the Regi-
                                                                         strant's Registration State-
                                                                         ment on S-1 File No.
                                                                         333-25719))
  
           4.2      Amended and Restated Certificate of                  (incorporated by reference as
                    Incorporation of the Registrant                      Exhibit 3.1 to Registrant's
                                                                         Registration Statement on
                                                                         Form S-1 (File No.
                                                                         333-25719))
  
           4.3      Amended and Restated Bylaw of Registrant             (incorporated by reference to
                                                                         Exhibit 3.2 to Registrant's
                                                                         Registration Statement on
                                                                         Form S-1 (File No.
                                                                         333-25719))
  
           5         Opinion of Gerald R. Shrader                        Attached as Exhibit 5
  
          15         Letter Regarding Unaudited Interim                  Attached as Exhibit 15
                     Financial Information
  
         23.1        Consent of Gerald R. Shrader                        Attached as Exhibit 23.1
  
  </TABLE>
                                         4
  <PAGE>   6
  <TABLE>
  <CAPTION>
  
  REGULATION                                                                     REFERENCE TO PRIOR
  FORM S-K                                                                   FILING OR EXHIBIT NUMBER
  EXHIBIT NO.                                                                    ATTACHED HERETO
  ----------------------------------------------------------------------------------------------------
  
         <S>         <C>                                                 <C> 
         23.2        Consent of Coopers & Lybrand, L.L.P.,               Attached as Exhibit 23.2
                     Certified Public Accountant
  
         24          Power of Attorney                                   Contained on Signature Page
  </TABLE>
  
  Item 9.            Undertakings.
  
           (a)       The undersigned Registrant hereby undertakes:
  
                      (1)  To file, during any period which offers or sales are
                           being made, a post-effective amendment to this
                           registration statement to include any additional or
                           changed material information on the plan of
                           distribution.
  
                      (2)  That, for determining liability under the Securities
                           Act of 1993, each such post-effective amendment shall
                           be treated as a new registration statement of the
                           securities offered therein, and the offering of such
                           securities at that time shall be treated as the initial
                           bona fide offering thereof; and
  
                      (3)  To file a post-effective amendment to remove from
                           registration any of the securities that remain unsold
                           at the termination of the offering.
  
            (b)  The undersigned Registrant hereby further 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 the 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 under the Securities
                 Act of 1993 may be permitted to directors, officers and
                 controlling persons of the Registrant pursuant to the foregoing
                 provisions, or otherwise, the Registrant has been advised that in
                 the opinion of the Securities and Exchange Commission such
                 indemnification is against public policy as expressed in the Act
                 and is, therefore, unenforceable. In the event that a claim for
                 indemnification against such liability (other than the payment by
                 the Registrant of expenses incurred or paid by a director,
                 officer or controlling person of the Registrant of expenses
                 incurred or paid by a director, officer or controlling person in
                 the successful defense or any action, suit or proceeding) is
                 asserted by such 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 Act and will be governed by the final adjudication of such
                 issue.
  
                                         5
  <PAGE>   7
  
                                     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 requirements for filing on Form S-8 and the Registrant has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized in the City of Tulsa, State of Oklahoma, on December 22, 1997.
  
                                                     CONTINENTAL NATURAL GAS, INC.
  
  
                                           By /s/ GARY C. ADAMS
                                              ------------------------------------
                                              Gary C. Adams, President
  
  
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below constitutes and appoints Gary C. Adams and Garry D. Smith, or either of
  them, his true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents full power and authority to do and perform each and every act and thing
  requisite and necessary to be done, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all said
  attorneys-in-fact and agents or their substitutes or substitute may lawfully do
  or cause to be done by virtue hereof.
  
  
  
                                         6
  <PAGE>   8
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on December 22, 1997.
  
  /s/ GARY C. ADAMS                                 /s/ WILLIAM W. PRITCHARD
  -------------------------------------------       ------------------------------
  Gary C. Adams, President and Director             William W. Pritchard, Director
  (Principal Executive Officer)
  
  /s/ SCOTT C. LONGMORE                             /s/ WILLIAM H. BAUCH
  --------------------------------------------      ------------------------------
  Scott C. Longmore                                 William H. Bauch, Director
  Vice President and Director
  
  /s/ TERRY K. SPENCER
  --------------------------------------------
  Terry K. Spencer, Vice President and
  Director (Chief Operating Officer)
  
  /s/ GARRY D. SMITH
  --------------------------------------------
  Garry D. Smith, Vice President
  Treasurer, Secretary and Director
  (Principal Financial and Accounting Officer)
  
  
                                         7
  <PAGE>   9
                                         EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  REGULATION                                                        PAGE NUMBER IN
  S-K EXHIBIT                                                       SEQUENTIALLY NUMBERED
    NUMBER                                                          REGISTRATION STATEMENT
  ----------------------------------------------------------------------------------------------------------
      <S>       <C>                                                 <C>
                                                  
      4.1       Continental Natural Gas, Inc. 1997 Stock Plan       (incorporated by reference to
                                                                    Exhibit 10.4 to the Registrant's
                                                                    Registration Statement on S-1 File No.
                                                                    333-25719))
  
      4.2       Amended and Restated Certificate of                 (incorporated by reference to
                Incorporation of the Registrant                     Exhibit 3.1 to Registrant's
                                                                    Registration Statement on
                                                                    Form S-1 (File No. 333-25719))
  
      4.3       Amended and Restated Bylaw of Registrant            (incorporated by reference to
                                                                    Exhibit 3.2 to Registrant's
                                                                    Registration Statement on
                                                                    Form S-1 (File No. 333-25719))
  
        5       Opinion of Gerald R. Shrader                        Attached as Exhibit 5
  
     15         Letter Regarding Unaudited Interim                  Attached as Exhibit 15
                Financial Information
  
     23.1       Consent of Gerald R. Shrader                        Attached as Exhibit 23.1
  
     23.2       Consent of Coopers & Lybrand, L.L.P.,               Attached as Exhibit 23.2
                Certified Public Accountant
  
     24         Power of Attorney                                   Contained on Signature Page
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24936}]
metadata_filer: {"company-data": {"conformed-name": "CONTINENTAL NATURAL GAS INC", "cik": "0001038183", "assigned-sic": "4923", "irs-number": "731198957", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43015", "film-number": "97742882"}, "business-address": {"street1": "1437 S BOULDER", "street2": "SUITE 1250", "city": "TULSA", "state": "OK", "zip": "74119", "phone": "9185824700"}, "mail-address": {"street1": "1437 S BOULDER", "street2": "SUITE 1250", "city": "TULSA", "state": "OK", "zip": "74119"}}
text: 1
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C.
                              -------------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
  
                                        UNDER
  
                             THE SECURITIES ACT OF 1933
  
                             --------------------------
  
                            CONTINENTAL NATURAL GAS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
     OKLAHOMA                                               73-1198957
  (STATE OR OTHER JURISDICTION OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
  
  1437 S. BOULDER, SUITE 1250, TULSA, OKLAHOMA              74119
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)         (ZIP CODE)
  
                            CONTINENTAL NATURAL GAS, INC.
                                   1997 STOCK PLAN
                              (FULL TITLE OF THE PLAN)
  
                                   GARRY D. SMITH
                             VICE PRESIDENT - CONTROLLER
                             1437 S. BOULDER, SUITE 1250
                                TULSA, OKLAHOMA 74119
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
  
                     OFFICE: (918) 582-4700 FAX: (918) 560-4900
  CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------
  TITLE OF SECURITIES         AMOUNT TO BE       PROPOSED MAXIMUM          PROPOSED MAXIMUM            AMOUNT OF
  TO BE REGISTERED             REGISTERED     OFFERING PRICE PER SHARE   AGGREGATE OFFERING PRICE  REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------
  COMMON STOCK, PAR VALUE
  $0.01 PER SHARE                250,000                *                      $2,937,500             $891
  *    ESTIMATED IN ACCORDANCE WITH RULE 457(C), SOLELY FOR THE PURPOSE OF
            CALCULATING THE REGISTRATION FEE. NONE OF THE SHARES HAVE BEEN
            AWARDED, AND THE SHARES ARE BEING REGISTERED BASED UPON THE AVERAGE OF
            THE BID AND ASKED PRICE OF THE SHARES OF THAT CLASS ON THE NATIONAL
            ASSOCIATION OF SECURITIES DEALERS AUTOMATED QUOTATION SYSTEM ON
            DECEMBER 18, 1997, $11.75 PER SHARE ($2,937,500 IN THE AGGREGATE).
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  The document(s) containing the information specified in Part I of Form S-8 will
  be sent or given to participants in the Continental Natural Gas, Inc. 1997 Stock
  Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities
  and exchange Commission (the "Commission) under the Securities Act of 1933, as
  amended (the "Securities Act").
  
  Such document(s) are not being filed with the Commission, but constitute (along
  with the documents incorporated by reference into the Registration Statement
  pursuant to Item 3 Part II hereof) a prospectus (the "Prospectus") that meets
  the requirements of Section 10(a) of the Securities Act.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.           Incorporation of Documents by Reference.
  
  The following documents previously or concurrently filed by Continental Natural
  Gas, Inc. (the "Company" or the "Registrant") with the Commission are hereby
  incorporated by reference in this Registration Statement:
  
       (a)  The Company's 424(b) Prospectus filed with the Commission pursuant to
            the Securities Act on August 4, 1997;
  
       (b)  The Company's reports on Form 10-Q for the quarters ended June 30,
            1997, and September 30, 1997, filed pursuant to the Securities
            Exchange Act of 1934, as amended (the "Exchange Act");
  
       (c)  All other reports filed by the Company pursuant to Section 13(a) or
            15(d) of the Exchange Act since the filing of the Registration
            Statement (including Current Report on Form 8-K filed with the
            Commission on December 9, 1997);
  
       (d)  The description of the common stock, par value $0.01 per share, of the
            Registrant contained in the Registrant's Registration Statement on
            Form 8-A (File No. 0-22867) filed with the Commission on July 22,
            1997, and all amendments or reports filed for the purpose of updating
            such description.
  
  All documents subsequently filed by the Registrant with the Commission
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
  filing of a post-effective amendment which indicates that all securities offered
  hereby have been sold or which deregisters all securities then remaining unsold,
  shall be deemed incorporated by reference into this Registration Statement and
  to be a part thereof from the date of the filing of such documents. Any
  statement contained in the documents incorporated, or deemed to be incorporated,
  by reference herein shall be deemed to be modified or superseded for purposes of
  this Registration
  3
  
  Statement and the Prospectus to the extent that a statement contained
  herein or therein or in any other subsequently filed document which also is, or
  is deemed to be, incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement and the Prospectus.
  
  The Company shall furnish without charge to each person to whom the Prospectus
  is delivered, on the written or oral requests of such person, a copy of any or
  all of the documents incorporated by reference, other than exhibits to such
  documents (unless such exhibits are specifically incorporated by reference to
  the information that is incorporated). Requests should be directed to Gerald R.
  Shrader, Assistant Secretary, Continental Natural Gas, Inc., 1437 S. Boulder,
  Suite 1250, Tulsa, Oklahoma 74119, telephone number (918) 582-4700.
  
  All information appearing in this Registration Statement and the Prospectus is
  qualified in its entirety by the detailed information, including financial
  statements, appearing in the documents incorporated herein or therein by
  reference.
  
  Item 4.           Description of Securities.
  
           Not applicable.
  
  Item 5.           Interests of Named Experts and Counsel.
  
  Legal:
  
       Gerald R. Shrader, the Registrant's Assistant Secretary and General
  Counsel, has given the legal opinion on the validity of the securities being
  registered herewith.
  
  Independent Public Accountants:
  
       The consolidated balance sheets of Continental Natural Gas, Inc. as of
  December 31, 1996 and 1995, and the consolidated statements of operations,
  shareholders' equity and cash flows for each of the three years in the period
  ended December 31, 1996, incorporated by reference in this registration
  statement, have been included herein in reliance on the report of Coopers &
  Lybrand, L.L.P., independent accountants, given on the authority of that firm as
  experts in auditing and accounting. With respect to the unaudited interim
  financial information for the periods ended March 31, 1997 and 1996, June
  30, 1997 and 1996, and September 30, 1997 and 1996, incorporated by reference in
  this registration statement, the independent accountants have reported that they
  have applied limited procedures in accordance with professional standards for a
  review of such information. However, their separate report included in the
  Company's Prospectus filed pursuant to Rule 424(b) for the quarter ended March
  31, 1997, and their separate reports included in the Company's quarterly reports
  on Form 10-Q for the quarters ended June 30, 1997 and September 30, 1997,
  incorporated by reference herein, state that they did not audit and they do not
  express an opinion on that interim financial information. Accordingly, the
  degree of reliance on their reports on such information should be restricted in
  light of the limited nature of the review procedures applied. The accountants
  are not subject to the liability provisions of Section 11 of the Securities Act
  of 1933 for their report on the 
  
                                         2
  4
  
  unaudited interim financial information because that report is not a
  "report" or a "part" of the registration statement prepared or certified by the
  accountants within the meaning of Section 7 and 11 of the Act.
  
  Item 6.           Indemnification of Directors and Officer.
  
       As permitted by the Oklahoma General Corporation Act (the "Oklahoma
  Corporate Act"), the Company's Certificate of Incorporation eliminates the
  personal liability of a director to the Company for monetary damages for breach
  of fiduciary duty of care as a director. Liability is not eliminated for (i) any
  breach of the director's duty of loyalty to the Company or its stockholders,
  (ii) acts or omissions not in good faith or which involve intentional misconduct
  or a knowing violation of law, (iii) unlawful payment of dividends or stock
  purchases or redemption pursuant to Section 1053 of the Oklahoma Corporate Act,
  or (iv) any transaction from which the director derived an improper personal
  benefit.
  
       Section 1031 of the Oklahoma Corporate Act permits an Oklahoma corporation
  to indemnify any persons who are, or are threatened to be made, parties to any
  threatened, pending or completed action, suit or proceeding whether civil,
  criminal, administrative or investigative (other than an action by or in the
  right of such corporation), by reason of the fact that such person is or was an
  officer, director, employee or agent of such corporation, or is or was serving
  at the request of such corporation as a director, officer, employee or agent of
  another corporation or enterprise. The indemnity may include expenses (including
  attorneys' fees), judgments, fines, and amounts paid in settlement actually and
  reasonably incurred by such person in connection with such action, suit or
  proceeding, provided such person acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the corporation's best interests,
  and, with respect to any criminal action or proceeding, had no reasonable cause
  to believe that his conduct was unlawful. An Oklahoma corporation may indemnify
  any persons who were or are parties, or are threatened to be made a party, to
  any threatened, pending or completed action or suit by or in the right of the
  corporation by reason of the fact that such person is or was a director,
  officer, employees, or agent of such corporation, or enterprise. The indemnity
  may include expenses (including attorneys' fees) actually and reasonably
  incurred by such person in connection with the defense or settlement of such
  action or suit, provided such person acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the corporation's best interest
  except that no indemnification is permitted without judicial approval if the
  officer is adjudged to be liable to the corporation. Where an officer or
  director is successful on the merits or otherwise in the defense of any action
  referred to above, the corporation must indemnify him against the expenses which
  such officer or director has actually and reasonably incurred.
  
       The Company's Certificate of Incorporation and Bylaws provide for
  indemnification of directors and officers of the Company and persons who serve
  at the request of the Company as a director or officer of another corporation in
  which the Company owns stock for all liabilities, expenses (including attorneys'
  fees) and costs incurred in a legal proceeding in which he is a party by reason
  of his having been an officer or director. The Bylaws, however, exclude
  indemnification for matters in which the officer or director is adjudged to have
  been guilty of gross negligence or willful misconduct.
  
       These indemnification provisions may be sufficiently broad to permit
  indemnification of the Registrant's officers and directors for liabilities
  (including reimbursement of expenses 
  
                                         3
  5
  
  incurred) arising under the Securities Act of 1933 as amended (the
  "Securities Act"). In the opinion of the Securities and Exchange Commission,
  indemnification for liabilities arising under the Securities Act is against
  public policy and, therefore, unenforceable. Accordingly, these indemnification
  provisions may not limit the liability of directors and executive officers under
  the Securities Act.
  
       The Company currently carries insurance insuring the directors and officers
  of the Company against losses, which they or any of them shall become legally
  obligated to pay, for any actual or alleged error or misstatement or misleading
  statement or act or omission or neglect or breach of duty by the directors and
  officers in the discharge of their duties, individually or collectively, or any
  claim against them solely by reason of their being directors or officers, such
  coverage being limited by the specific terms and provisions of the insurance
  policy.
  
  Item 7.           Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.           Exhibits.
  REGULATION                                                                     REFERENCE TO PRIOR
  FORM S-K                                                                   FILING OR EXHIBIT NUMBER
  EXHIBIT NO.                                                                    ATTACHED HERETO
  ----------------------------------------------------------------------------------------------------
  4.1      Continental Natural Gas, Inc. 1997 Stock Plan        (incorporated by reference as
                                                                         Exhibit 10.4 to the Regi-
                                                                         strant's Registration State-
                                                                         ment on S-1 File No.
                                                                         333-25719))
  
           4.2      Amended and Restated Certificate of                  (incorporated by reference as
                    Incorporation of the Registrant                      Exhibit 3.1 to Registrant's
                                                                         Registration Statement on
                                                                         Form S-1 (File No.
                                                                         333-25719))
  
           4.3      Amended and Restated Bylaw of Registrant             (incorporated by reference to
                                                                         Exhibit 3.2 to Registrant's
                                                                         Registration Statement on
                                                                         Form S-1 (File No.
                                                                         333-25719))
  
           5         Opinion of Gerald R. Shrader                        Attached as Exhibit 5
  
          15         Letter Regarding Unaudited Interim                  Attached as Exhibit 15
                     Financial Information
  
         23.1        Consent of Gerald R. Shrader                        Attached as Exhibit 23.1
  4
  6
  REGULATION                                                                     REFERENCE TO PRIOR
  FORM S-K                                                                   FILING OR EXHIBIT NUMBER
  EXHIBIT NO.                                                                    ATTACHED HERETO
  ----------------------------------------------------------------------------------------------------
  23.2        Consent of Coopers & Lybrand, L.L.P.,               Attached as Exhibit 23.2
                     Certified Public Accountant
  
         24          Power of Attorney                                   Contained on Signature Page
  Item 9.            Undertakings.
  
           (a)       The undersigned Registrant hereby undertakes:
  
                      (1)  To file, during any period which offers or sales are
                           being made, a post-effective amendment to this
                           registration statement to include any additional or
                           changed material information on the plan of
                           distribution.
  
                      (2)  That, for determining liability under the Securities
                           Act of 1993, each such post-effective amendment shall
                           be treated as a new registration statement of the
                           securities offered therein, and the offering of such
                           securities at that time shall be treated as the initial
                           bona fide offering thereof; and
  
                      (3)  To file a post-effective amendment to remove from
                           registration any of the securities that remain unsold
                           at the termination of the offering.
  
            (b)  The undersigned Registrant hereby further 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 the 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 under the Securities
                 Act of 1993 may be permitted to directors, officers and
                 controlling persons of the Registrant pursuant to the foregoing
                 provisions, or otherwise, the Registrant has been advised that in
                 the opinion of the Securities and Exchange Commission such
                 indemnification is against public policy as expressed in the Act
                 and is, therefore, unenforceable. In the event that a claim for
                 indemnification against such liability (other than the payment by
                 the Registrant of expenses incurred or paid by a director,
                 officer or controlling person of the Registrant of expenses
                 incurred or paid by a director, officer or controlling person in
                 the successful defense or any action, suit or proceeding) is
                 asserted by such 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 Act and will be governed by the final adjudication of such
                 issue.
  
                                         5
  7
  
                                     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 requirements for filing on Form S-8 and the Registrant has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized in the City of Tulsa, State of Oklahoma, on December 22, 1997.
  
                                                     CONTINENTAL NATURAL GAS, INC.
  
                                           By /s/ GARY C. ADAMS
                                              ------------------------------------
                                              Gary C. Adams, President
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below constitutes and appoints Gary C. Adams and Garry D. Smith, or either of
  them, his true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents full power and authority to do and perform each and every act and thing
  requisite and necessary to be done, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all said
  attorneys-in-fact and agents or their substitutes or substitute may lawfully do
  or cause to be done by virtue hereof.
  
                                         6
  8
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on December 22, 1997.
  
  /s/ GARY C. ADAMS                                 /s/ WILLIAM W. PRITCHARD
  -------------------------------------------       ------------------------------
  Gary C. Adams, President and Director             William W. Pritchard, Director
  (Principal Executive Officer)
  
  /s/ SCOTT C. LONGMORE                             /s/ WILLIAM H. BAUCH
  --------------------------------------------      ------------------------------
  Scott C. Longmore                                 William H. Bauch, Director
  Vice President and Director
  
  /s/ TERRY K. SPENCER
  --------------------------------------------
  Terry K. Spencer, Vice President and
  Director (Chief Operating Officer)
  
  /s/ GARRY D. SMITH
  --------------------------------------------
  Garry D. Smith, Vice President
  Treasurer, Secretary and Director
  (Principal Financial and Accounting Officer)
  
                                         7
  9
                                         EXHIBIT INDEX
  REGULATION                                                        PAGE NUMBER IN
  S-K EXHIBIT                                                       SEQUENTIALLY NUMBERED
    NUMBER                                                          REGISTRATION STATEMENT
  ----------------------------------------------------------------------------------------------------------
  4.1       Continental Natural Gas, Inc. 1997 Stock Plan       (incorporated by reference to
                                                                    Exhibit 10.4 to the Registrant's
                                                                    Registration Statement on S-1 File No.
                                                                    333-25719))
  
      4.2       Amended and Restated Certificate of                 (incorporated by reference to
                Incorporation of the Registrant                     Exhibit 3.1 to Registrant's
                                                                    Registration Statement on
                                                                    Form S-1 (File No. 333-25719))
  
      4.3       Amended and Restated Bylaw of Registrant            (incorporated by reference to
                                                                    Exhibit 3.2 to Registrant's
                                                                    Registration Statement on
                                                                    Form S-1 (File No. 333-25719))
  
        5       Opinion of Gerald R. Shrader                        Attached as Exhibit 5
  
     15         Letter Regarding Unaudited Interim                  Attached as Exhibit 15
                Financial Information
  
     23.1       Consent of Gerald R. Shrader                        Attached as Exhibit 23.1
  
     23.2       Consent of Coopers & Lybrand, L.L.P.,               Attached as Exhibit 23.2
                Certified Public Accountant
  
     24         Power of Attorney                                   Contained on Signature Page