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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
                                  FORM 10-K/A
                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996           COMMISSION FILE NO. 1-2921
 
                      PANHANDLE EASTERN PIPE LINE COMPANY
             (Exact name of registrant as specified in its charter)
 
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<S>                                            <C>
                   DELAWARE                                      44-0382470
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)
</TABLE>
 
                             5400 WESTHEIMER COURT
                                 P.O. BOX 1642
                           HOUSTON, TEXAS 77251-1642
         (Address, including zip code, of principal executive offices)
                                 (713) 627-5400
                    (Telephone number, including area code)
                             ---------------------
          Securities registered pursuant to Section 12(b) of the Act:
 
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<CAPTION>
                                                           NAME OF EACH EXCHANGE
             TITLE OF EACH CLASS                            ON WHICH REGISTERED
             -------------------                           ---------------------
<S>                                                   <C>
          7.95% Debentures Due 2023                  The New York Stock Exchange, Inc.
</TABLE>
 
        Securities registered pursuant to Section 12(g) of the Act: NONE
 
     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  [X]   No [ ]
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in any definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [X]
 
     The Registrant meets the conditions set forth in General Instructions
(J)(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the
reduced disclosure format. Items 4, 10, 11, 12 and 13 have been omitted and Item
7 has been reduced in accordance with such Instruction J.
 
     The Registrant's parent, PanEnergy Corp (File No. 1-8157), files reports
and proxy materials pursuant to the Securities Exchange Act of 1934.
 
                             ---------------------
 
     State the aggregate market value of the voting stock held by non-affiliates
of the Registrant.
 
                                      NONE
 
     Indicate number of shares outstanding of each of the Registrant's classes
of Common Stock, as of the latest practicable date.
 
<TABLE>
<CAPTION>
                                             NUMBER OF SHARES OUTSTANDING
      TITLE OF EACH CLASS                      AS OF FEBRUARY 28, 1997
     -------------------                     ----------------------------
<S>                                          <C>
Common Stock, without par value                        1,000
</TABLE>
 
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                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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.
 
                                        PANHANDLE EASTERN PIPE LINE COMPANY
 
                                        By         /s/ ROBERT W. REED
                                          --------------------------------------
                                               (Robert W. Reed, Secretary)
 
Dated: March 27, 1997
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES INDICATED ON MARCH 27, 1997.
 
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<CAPTION>
                      NAME AND SIGNATURE                             TITLE
                      ------------------                             -----
<S>    <C>                                                 <S>
 
  (i)  Principal executive officer:*
 
                    /s/ STEVEN M. ROVERUD                  President
       ------------------------------------------------
                     (Steven M. Roverud)
 
 (ii)  Principal financial officer:*
 
                  /s/ PAUL F. FERGUSON, JR.                Senior Vice President and
       ------------------------------------------------    Chief Financial Officer
                   (Paul F. Ferguson, Jr.)
 
(iii)  Principal accounting officer:*
 
                     /s/ SANDRA P. MEYER                   Vice President and Treasurer
       ------------------------------------------------
                      (Sandra P. Meyer)
 
 (iv)  Directors:*
 
                       PAUL M. ANDERSON
                      DENNIS R. HENDRIX
                      STEVEN M. ROVERUD
 
* Signed on behalf of each of these persons:
 
                 By /s/ ROBERT W. REED
 ----------------------------------------------------
          (Robert W. Reed, Attorney-in-Fact)
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