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                                                                  EXHIBIT 10.S.1


                             AMENDMENT NO. 1 TO THE
                        DIRECTOR CHARITABLE AWARD PLAN,
             AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 13, 1995

         Pursuant to Section 3.1 of the El Paso Natural Gas Company Director
Charitable Award Plan, Amended and Restated Effective as of January 13, 1995
(the "Plan"), the Plan is hereby amended as follows, effective January 22,
1996:

         Section 5.2 is amended to read as follows:

         5.2     Designation of Donees

                 Each Participant shall nominate Charitable Organizations to
         receive Charitable Awards by providing formal notice of such
         nominations to the Committee. Following the receipt of the nominations
         of organizations, the Committee will approve the nomination or
         recommend to the Board that the nomination be denied. In the event the
         Committee does not recommend to the Board that the nomination be
         denied within six months of receipt of such nomination, the nomination
         shall be deemed accepted by the Committee. Further if the Participant
         should die before the Committee, or the Board in the case of denials,
         acts on the nominations, such nomination shall be deemed accepted
         provided the nominee is a qualified Charitable Organization, as
         defined herein. The Board of Directors, by majority vote, shall have
         the authority to deny status as a Qualified Donee to any organization
         nominated by a Participant. In the event one or more organizations
         nominated by a Participant for status as a Qualified Donee are denied
         such status by the Board of Directors, the Participant may nominate
         additional organizations to receive a Charitable Award, subject to the
         approval of the Committee (or the denial by the Board, as
         applicable). If a Participant fails to designate a Qualified Donee,
         the Charitable Award to be made on behalf of such Participant shall
         lapse.

                 All nominations of organizations to receive Charitable Awards
         shall be made on a Charitable Award Nomination Form, which shall
         specify the following: (i) the name of the nominated organization;
         (ii) the amount desired by the Participant to be donated to the
         organization; (iii) the name under which the donation is to be made;
         and (iv) any other terms and provisions deemed necessary by the Board
         of Directors or the Committee. Each completed Charitable Award
         Nomination Form shall be submitted to the Senior Vice President, Human
         Resources and Administration.

         IN WITNESS WHEREOF, El Paso Natural Gas Company has caused this
amendment to be duly executed on this 1st day of February, 1996.

                                           EL PASO NATURAL GAS COMPANY

Attest:                                    By: /s/ JOEL RICHARDS
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/s/ STACY J. JAMES                         Title: Senior Vice President
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