As filed with the Securities and Exchange Commission on February 11, 1999

                                                         Registration No. 333-
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                -----------------

                             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)                      Identifictaion No.)

              Coastal Tower
           Nine Greenway Plaza
             Houston, Texas                                    77046-0995
(Address of Principal Executive Offices)                       (Zip Code)
                           ---------------------------

                             THE COASTAL CORPORATION
                            1998 INCENTIVE STOCK PLAN
                            (Full title of the plan)
                           ---------------------------

                             Austin M. O'Toole, Esq.
                       Senior Vice President and Secretary
           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)
                           ---------------------------


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================
                                                              Proposed          Proposed
                                              Amount           maximum           maximum
              Title of securities              to be        offering price       aggregate            Amount of
                to be registered             registered      per share(1)    offering price (1)   registration fee
----------------------------------------    -------------   --------------   ------------------   ----------------
<S>                                         <C>             <C>              <C>                  <C>             
Common Stock of The Coastal Corporation,    8,000,000 shs      $31.97 -         $256,915,960          $71,422.64
par value $.331/3 per share.............                       $32.75
==================================================================================================================
</TABLE>

(1)  The price per share, estimated solely for purposes of calculating the
     registration fee pursuant to Rule 457 under the Securities Act of 1933, as
     amended, is based upon option prices of shares subject to options granted
     to date and upon the average of the high and low prices of shares of Common
     Stock on the New York Stock Exchange Composite Transactions on February 9,
     1999 with respect to shares to be subject to options not yet granted.

================================================================================

<PAGE>

                             THE COASTAL CORPORATION
                            1998 INCENTIVE STOCK PLAN

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================
                                                                Proposed            Proposed
            Title of securities                  Amount          maximum             maximum            Amount of
              to be registered                    to be       offering price    aggregate offering    registration
                                                registered     per share(1)          price(1)              fee
--------------------------------------------    ----------    --------------    ------------------    ------------
<S>                                             <C>           <C>               <C>                   <C>         
Common Stock of The Coastal                      1,482,000       $32.75            $48,535,500.        $13,492.87
Corporation, par value $.331/3 per share....
Common Stock of The Coastal                      6,518,000       $31.97           $208,380,460.        $57,929.77
Corporation, par value $.331/3 per share....
==================================================================================================================
</TABLE>

(1)  The price per share, estimated solely for purposes of calculating the
     registration fee pursuant to Rule 457 under the Securities Act of 1933, as
     amended, is based upon option prices of shares subject to options granted
     to date and upon the average of the high and low prices of shares of Common
     Stock on the New York Stock Exchange Composite Transactions on February 9,
     1999 with respect to shares to be subject to options not yet granted.


                                      - 2 -

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*The information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of
Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         This Registration Statement incorporates herein by reference the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission") by The Coastal Corporation ("Coastal") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):

         (a)  Coastal's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1997 (the "1997 Annual Report");

         (b)  Coastal's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 1998, June 30, 1998 and September 30, 1998; and

         (c)  Coastal's Registration Statement on Form S-3 describing Coastal's
              Common Stock - Registration No. 33-30902 filed with
              the Commission on September l, 1989.

          All documents subsequently filed by Coastal pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the filing of the
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

Legal Matters

         The legality of the securities offered hereby has been passed upon by
Austin M. O'Toole, Esq., Senior Vice President and Secretary of Coastal, Coastal
Tower, Nine Greenway Plaza, Houston, Texas 77046-0995. As of January 29, 1999,
Mr. O'Toole beneficially owned approximately 47,350 shares of Common Stock and
553 shares of Class A Common Stock of Coastal, including exercisable stock
options.


                                      - 3 -

<PAGE>

Experts

         The annual consolidated financial statements of Coastal incorporated in
this Registration Statement by reference to the 1997 Annual Report have been
audited by Deloitte & Touche LLP, independent accountants, as stated in their
report. Such financial statements are incorporated herein by reference and have
been so incorporated in reliance on the reports of such firm, given on the
authority of such firm as experts in accounting and auditing.

         Information derived from the report of Huddleston & Co., Inc.,
independent petroleum engineering consultants, with respect to the estimates of
the oil and gas reserves of Coastal and its subsidiaries included in the 1997
Annual Report has been incorporated in reliance upon the authority of such firm
as experts with respect to the matters contained therein.

Item 6.  Indemnification of Directors and Officers

         (a)  Section 145 of the General Corporation Law of the State of
Delaware permits a corporation to indemnify its officers, directors and other
agents against certain liabilities at least to the extent provided for in the
Certificates of Incorporation and By-Laws of Coastal.

         (b)  Article FIFTH of Coastal's Certificate of Incorporation provides
as follows:

              FIFTH: A director of the Corporation shall not be personally
              liable to the Corporation or its stockholders for monetary
              damages for breach of fiduciary duty as a director, except
              for liability (i) for any breach of the director's duty of
              loyalty to the Corporation or its stockholders, (ii) for
              acts or omissions not in good faith or which involve
              intentional misconduct or a knowing violation of law, (iii)
              under Section 174 of the Delaware General Corporation Law,
              or (iv) for any transaction from which the director derived
              any improper personal benefit. If the Delaware General
              Corporation Law is amended after approval by the
              stockholders of this article to authorize corporate action
              further eliminating or limiting the personal liability of
              directors, then the liability of a director of the
              Corporation shall be eliminated or limited to the fullest
              extent permitted by the Delaware General Corporation Law,
              as so amended.

                   Any repeal or modification of the foregoing paragraph
              by the stockholders of the Corporation shall not adversely
              affectany right or protection of a director of the
              Corporation existing at the time of such repeal or
              modification.

         (c)  Article IX of Coastal's By-Laws reads as follows:

                                           ARTICLE IX

                                         INDEMNIFICATION

                   SECTION 1. Third Party Actions. The Corporation shall
         indemnify any person who was or is a party or is threatened to be made
         a party to any threatened, pending or completed action, suit or
         proceedings, whether civil, criminal, administrative or investigative
         (other than an action by or in the right of the corporation) by reason
         of the fact that he is or was a director, officer, employee or agent of
         the Corporation, or is or was serving at the request of the
         Corporation, as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise,
         against expenses (including attorneys' fees), judgments, fines and
         amounts paid in settlement actually and reasonably incurred by him in
         connection with such action, suit or proceeding if he acted in good
         faith and in a manner he reasonably believed to be in or not opposed to
         the best interests of the


                                      - 4 -

<PAGE>

         Corporation, and with respect to any criminal action or proceeding, had
         no reasonable cause to believe his conduct was unlawful. The
         termination of any action, suit or proceeding by judgment, order,
         settlement or conviction, or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner which he reasonably believed
         to be in or not opposed to the best interests of the Corporation, and
         with respect to any criminal action or proceeding, had reasonable cause
         to believe that his conduct was unlawful.

                   SECTION 2. Actions by or in the Right of the Corporation. The
         Corporation shall indemnify any person who was or is a party or is
         threatened to be made a party to any threatened, pending or completed
         action or suit by or in the right of the Corporation to procure a
         judgment in its favor by reason of the fact that he is or was a
         director, officer, employee or agent of the Corporation, or is or was
         serving at the request of the Corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the Corporation and except that no indemnification shall
         be made in respect of any claim, issue or matter as to which such
         person shall have been adjudged to be liable to the Corporation unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper.

                   SECTION 3. Determination of Conduct. The determination that
         an officer, director, employee or agent, has met the applicable
         standard of conduct set forth in Section 1 and 2 of this Article IX
         (unless indemnification is ordered by a court) shall be made (i) by the
         Board of Directors by a majority vote of a quorum consisting of
         directors who were not parties to such action, suit or proceedings or
         (ii) if such quorum is not obtainable, or even if obtainable a quorum
         of disinterested directors so directs, by independent legal counsel in
         a written opinion, or (iii) by the stockholders.

                   SECTION 4. Payment of Expenses in Advance. Expenses incurred
         in defending a civil or criminal action, suit or proceeding shall be
         paid by the Corporation in advance of the final disposition of such
         action, suit or proceeding upon receipt of an undertaking by or on
         behalf of the director, officer, employee or agent to repay such amount
         if it shall ultimately be determined that he is not entitled to be
         indemnified by the Corporation as authorized in this Article IX.

                   SECTION 5. Definition. As used in this Article IX, the term
         "Corporation" includes all constituent corporations absorbed by The
         Coastal Corporation or a subsidiary thereof in a consolidation, merger
         or other acquisition transaction, as well as the resulting or surviving
         corporation, so that any person who is or was a director, officer,
         employee or agent of such a constituent corporation, or is or was
         serving at the request of such a constituent corporation as a director,
         officer, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise, shall stand in the same position
         under the provisions of this Article IX with respect to The Coastal
         Corporation as he would if he had served the resulting or surviving
         corporation in the same capacity.

                   SECTION 6. Indemnity Not Exclusive. The indemnification and
         advancement of expenses provided hereunder shall not be deemed
         exclusive of any other rights to which those seeking indemnification or
         advancement of expenses may be entitled under any other by-law,
         agreement, vote of stockholders or disinterested directors or
         otherwise, both as to


                                      - 5 -

<PAGE>

         action in his official capacity and as to action in another capacity
         while holding such office, and shall continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person. It is the intent of this Article IX that the Corporation shall
         indemnify those persons eligible hereunder to the fullest extent
         permitted under The General Corporation Laws of Delaware.

         (d)  An Indemnity Agreement was approved on May 27, 1981, at the annual
meeting of the holders of the common and convertible preferred stocks of Coastal
and is incorporated herein by reference to the definitive Proxy Statement of
Coastal (Exhibit A) dated April 15, 1981. In April of 1988, the Board of
Directors of Coastal approved a revised and updated Indemnity Agreement which is
incorporated herein by reference to the 1990 Annual Report (Exhibit 28).

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), 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 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 liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the 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.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

         The following documents are filed as a part of this Registration
Statement:

         4.1   The Coastal Corporation 1998 Incentive Stock Plan.

           5   Opinion of Austin M. O'Toole, Esq., Senior Vice President and
               Secretary of The Coastal Corporation, as to the legality of
               securities to be registered.

        23.1   Consent of Deloitte & Touche LLP.

        23.2   Consent of Huddleston & Co., Inc.

        23.3   Consent of Austin O'Toole, Esq. (included in Exhibit 5).

          24   Powers of Attorney (included on the signature pages hereof).


                                      - 6 -

<PAGE>

Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:

                   (i)   To include any prospectus required by Section 10(a)(3)
              of the Act;

                   (ii)  To reflect in the prospectus any facts or events
              arising after the effective date of the Registration Statement
              (or the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental
              change in the information set forth in the Registration
              Statement;

                   (iii) To include any material information with respect to
              the plan of distribution not previously disclosed in the
              Registration Statement or any material change to such
              information in the Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the Registration Statement.

              (2)  That, for the purpose of determining any liability under the
         Act, each such post-effective amendment 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 deeded to be the
         initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 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.


                                      - 7 -

<PAGE>

                                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 February 10, 1999.

                                                       THE COASTAL CORPORATION
                                                             (Registrant)


                                       By       /S/ DAVID A. ARLEDGE
                                         -------------------------------------
                                                    David A. Arledge
                                         President and Chief Executive Officer



        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

        Signature                         Title                    Date


/S/ DAVID A. ARLEDGE              Chairman of the Board,      February 10, 1999
----------------------------    President, Chief Executive
David A. Arledge               Officer, Principal Financial
                                   Officer and Director

/S/ COBY C. HESSE              Principal Accounting Officer   February 10, 1999
----------------------------
Coby C. Hesse


/S/ JOHN M. BISSELL                      Director             February 10, 1999
----------------------------
John M. Bissell


/S/ GEORGE L. BRUNDRETT, JR.             Director             February 10, 1999
----------------------------
George L. Brundrett, Jr.


                                      - 8 -

<PAGE>

        Signature                         Title                    Date


/S/ HAROLD BURROW                        Director             February 10, 1999
----------------------------
Harold Burrow


                                         Director             February __, 1999
----------------------------
Roy D. Chapin, Jr.


/S/ JAMES F. CORDES                      Director             February 10, 1999
----------------------------
James F. Cordes


/S/ ROY L. GATES                         Director             February 10, 1999
----------------------------
Roy L. Gates


/S/ KENNETH O. JOHNSON                   Director             February 10, 1999
----------------------------
Kenneth O. Johnson


/S/ JEROME S. KATZIN                     Director             February 10, 1999
----------------------------
Jerome S. Katzin


/S/ J. CARLETON MACNEIL, JR.             Director             February 10, 1999
----------------------------
J. Carleton MacNeil, Jr.


/S/ THOMAS R. MCDADE                     Director             February 10, 1999
----------------------------
Thomas R. McDade


/S/ OSCAR S. WYATT, JR.                  Director             February 10, 1999
----------------------------
O. S. Wyatt, Jr.


                                      - 9 -

<PAGE>

                                INDEX TO EXHIBITS

                             THE COASTAL CORPORATION
                            1998 INCENTIVE STOCK PLAN


Exhibit
  No.                              Description
-------        ---------------------------------------------------------------

    4.1        The Coastal Corporation 1998 Incentive Stock Plan.

      5        Opinion of Austin M O'Toole, Esq., Senior Vice President and
               Secretary of The Coastal Corporation, as to the legality of the
               securities to be registered.

   23.1        Consent of Deloitte & Touche LLP.

   23.2        Consent of Huddleston & Co., Inc.

   23.3        Consent of Austin M. O'Toole (included in Exhibit 5).

     24        Powers of Attorney (included on the signature pages hereof).


                                     - 10 -