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

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

                            ------------------

                                FORM 10-Q

                            ------------------

                             QUARTERLY REPORT

                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934

                  For the Quarter Ended March 31, 1997
                       Commission File No. 1-2921

                        -----------------------
                                   
                  PANHANDLE EASTERN PIPE LINE COMPANY
        (Exact name of registrant as specified in its charter)
                                   
                        A Delaware Corporation
               (State of Incorporation or Organization)
                                   
                              44-0382470
                   (IRS Employer Identification No.)
                                   
   5400 Westheimer Court, P.O. Box 1642, Houston, Texas  77251-1642
     (Address of principal executive offices, including zip code)
                                   
                            (713) 627-5400
         (Registrant's telephone number, including area code)
                                   
                        -----------------------
                                   
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 twelve 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:    

The Registrant meets the conditions set forth in General Instructions
(H)(1)(a) and (b) of the Form 10-Q and is therefore filing this Form 10-Q with
the reduced disclosure format.  Part I, Item 2 has been reduced and Part II,
Item 4 has been omitted in accordance with such Instruction H.  

The Registrant's parent, PanEnergy Corp (File No. 1-8157), files reports and
proxy materials pursuant to the Securities Exchange Act of 1934.  

Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:

             Class                    Outstanding at April 30, 1997
    --------------------------         -----------------------------
    Common Stock, no par value                     1,000

==============================================================================<PAGE>
<PAGE>
                      PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements - Unaudited

           Panhandle Eastern Pipe Line Company and Subsidiaries
                     CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
                                                    Three Months Ended 
                                                    March 31      
                                                               ------------------ 
Millions                                      1997      1996  
--------                                     ------    ------ 
<S>                                                    <C>                 <C>    
Operating Revenues
 Transportation and storage of natural gas             $154.1              $145.2 
 Other                                         11.0       6.2 
                                             ------    ------ 
   Total (Note 2)                             165.1     151.4 
                                             ------    ------ 
Costs and Expenses
 Operating and maintenance                     41.4      45.5 
 General and administrative                              14.8                30.0 
 Depreciation and amortization                           14.7                14.8 
 Miscellaneous taxes                            7.3       7.7 
                                             ------    ------ 
   Total                                       78.2      98.0 
                                             ------    ------ 

Operating Income                               86.9      53.4 
                                             ------    ------ 
Other Income and Deductions
 Equity in earnings of unconsolidated affiliates                              1.3  1.4 
 Other income, net of deductions                7.7      (0.5)
                                             ------    ------ 
   Total                                        9.0       0.9 
                                             ------    ------ 

Earnings Before Interest and Tax                         95.9                54.3 
                                             ------    ------ 
Interest Expense
 Parent                                        11.9       8.4 
 Other                                          6.7       6.6 
                                             ------    ------ 
   Total                                       18.6      15.0 
                                             ------    ------ 
Earnings Before Income Tax                     77.3      39.3 

Income Tax                                     29.6      15.3 
                                             ------    ------ 
NET INCOME                                   $ 47.7    $ 24.0 
                                             ======    ====== 
</TABLE>
        See accompanying notes to consolidated financial statements<PAGE>
<PAGE>
Item 1.  Financial Statements - Unaudited (Continued)

           Panhandle Eastern Pipe Line Company and Subsidiaries
                        CONSOLIDATED BALANCE SHEET
                                  ASSETS
<TABLE>
<CAPTION>
                                                     March 31,  December 31, 
Millions                                               1997         1996     
--------                                             ---------  ------------ 
<S>                                                  <C>          <C>        
Current Assets
 Cash and cash equivalents                        $     -   $     0.1 
 Accounts receivable, net                 52.9         58.1 
 Inventory and supplies                   35.4         44.3 
 Current deferred income tax                           10.3       8.6 
 Other (Note 3)                           55.6         57.4 
                                                  --------- --------- 
   Total                                              154.2     168.5 
                                                  --------- --------- 


Investments
 Advances and note receivable - parent                662.0     652.9 
 Other                                    52.3         51.7 
                                                  --------- --------- 
   Total                                              714.3     704.6 
                                                  --------- --------- 


Plant, Property and Equipment
 Original cost                                      2,679.4   2,672.2 
 Accumulated depreciation and amortization                   (1,761.3) (1,749.6)
                                                  --------- --------- 
   Net plant, property and equipment                            918.1     922.6 
                                                  --------- --------- 

Deferred Charges                          47.2        104.2 
                                                  --------- --------- 

TOTAL ASSETS                                      $ 1,833.8 $ 1,899.9 
                                                  ========= ========= 
</TABLE>


       See accompanying notes to consolidated financial statements  <PAGE>
<PAGE>
Item 1.  Financial Statements - Unaudited (Continued)

           Panhandle Eastern Pipe Line Company and Subsidiaries
                        CONSOLIDATED BALANCE SHEET
                   LIABILITIES AND STOCKHOLDER'S EQUITY 
<TABLE>
<CAPTION>
                                                    March 31,   December 31, 
Millions                                              1997          1996     
--------                                            ---------   ------------ 
<S>                                                  <C>          <C>        
Current Liabilities
 Notes payable - parent                            $  600.0  $  600.0 
 Rate refund provisions (Note 2)                       37.8      37.0 
 Accounts payable                        28.8          30.4 
 Accrued income tax - parent                           21.5      63.4 
 Other accrued taxes                     28.1          23.0 
 Other (Note 3)                          89.6          87.9 
                                                   --------  -------- 
   Total                                805.8         841.7 
                                                   --------  -------- 

Deferred Liabilities and Credits
 Deferred income tax                     92.3         165.0 
 Other                                   93.1          98.3 
                                                   --------  -------- 
   Total                                185.4         263.3 
                                                   --------  -------- 

Long-term Debt                          299.2         299.2 
                                                   --------  -------- 

Commitments and Contingent Liabilities 
 (Notes 2, 4, 5 and 6)

Common Stockholder's Equity
 Common stock, one thousand shares
   authorized, issued and outstanding,
   no par value                           1.0           1.0 
 Paid-in capital                        465.9         465.9 
 Retained earnings                       76.5          28.8 
                                                   --------  -------- 
   Total                                543.4         495.7 
                                                   --------  -------- 

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                   $1,833.8  $1,899.9 
                                                   ========  ======== 
</TABLE>


        See accompanying notes to consolidated financial statements<PAGE>
<PAGE>
Item 1.  Financial Statements - Unaudited (Continued)

            Panhandle Eastern Pipe Line Company and Subsidiaries
                   CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                    Three Months Ended  
                                                    March 31       
                                                   ------------------  
Millions                                     1997      1996   
--------                                    ------    ------  
<S>                                                    <C>      <C>     
Operating Activities
 Net income                                 $ 47.7    $ 24.0 
 Adjustments to reconcile net income to operating
   cash flows
      Depreciation and amortization                     14.7 14.8 
      Deferred income tax expense (benefit)              5.1 (16.2)
      Regulatory resolutions                           (27.7) -   
      Other non-cash items in net income                      0.1       0.4 
      Net change in operating assets
       and liabilities                                 (16.2)         (15.1)
                                            ------    ------ 
 Net Cash Flows Provided by Operating Activities        23.7            7.9 
                                            ------    ------ 
Investing Activities
 Capital and investment expenditures                                  (10.8)     (4.3)
 Net increase in advances and 
   note receivable - parent                             (8.6)         (24.1)
 Property retirements and other                          -   24.0 
                                            ------    ------ 
 Net Cash Flows Used in Investing Activities           (19.4)          (4.4)
                                            ------    ------ 
Financing Activities
 Net decrease in accounts payable - banks                    (4.4)     (1.8)
                                            ------    ------ 
 Net Cash Flows Used in Financing Activities            (4.4)(1.8)
                                            ------    ------ 
Net Change in Cash
 Increase (decrease) in cash and cash equivalents       (0.1) 1.7 
 Cash and cash equivalents, beginning of period          0.1  0.2 
                                            ------    ------ 
 Cash and Cash Equivalents, End of Period                            $  -      $  1.9 
                                            ======    ====== 
Supplemental Disclosures
 Cash paid for interest (net of amount capitalized)   $  8.1         $ 20.4 
 Cash paid for income tax (including 
   intercompany amounts)                      63.4      55.3 
</TABLE>


        See accompanying notes to consolidated financial statements<PAGE>
<PAGE>
          Panhandle Eastern Pipe Line Company and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  General

    Panhandle Eastern Pipe Line Company (PEPL) and its subsidiaries (the
    Company), including Trunkline Gas Company (Trunkline), are primarily
    involved in the interstate transportation and storage of natural gas. 
    PEPL is a wholly-owned subsidiary of PanEnergy Corp (PanEnergy).  The
    interstate natural gas transmission operations of PEPL and Trunkline are
    subject to the rules and regulations of the Federal Energy Regulatory
    Commission (FERC).  PEPL and Trunkline meet the criteria and,
    accordingly, follow the reporting and accounting requirements of
    Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting
    for the Effects of Certain Types of Regulation."  Accordingly, certain
    net costs totaling $104.9 million at December 31, 1996 have been
    deferred as regulatory assets for amounts recoverable from customers,
    including costs related to environmental matters, FERC Order 636
    transition, certain employee benefits and the early retirement of debt. 

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect certain reported amounts in the financial
    statements.  Actual results could differ from those estimates.  The
    consolidated financial statements reflect all normal recurring
    adjustments that are, in the opinion of management, necessary for fair
    presentation.  Certain amounts for the prior periods have been
    reclassified in the consolidated financial statements to conform to the
    current presentation.  
    
2.  Natural Gas Revenues and Regulatory Matters

    When rate cases are pending final FERC approval, a portion of the
    revenues collected by PEPL and Trunkline is subject to possible refund. 
    The Company has established adequate reserves where required for such
    cases.  The following is a summary of significant pending rate cases
    before FERC and related regulatory matters.  

    PEPL and Trunkline primarily provide transportation and storage services
    pursuant to FERC Order 636.  This order allows pipelines to recover
    eligible costs resulting from implementation of the order (transition
    costs).  On July 16, 1996, the U.S. Court of Appeals for the District
    of Columbia upheld, in general, all aspects of Order 636 and remanded
    certain issues, including recovery of gas supply realignment (GSR)
    costs, for further explanation.  This decision is on appeal to the U.S.
    Supreme Court.  On February 27, 1997, FERC issued an order reaffirming
    the right of interstate pipelines to recover 100% of GSR costs.  
<PAGE>
<PAGE>
    In 1993, the U.S. Department of the Interior announced its intention to
    seek additional royalties from gas producers as a result of payments
    received by such producers in connection with past take-or-pay
    settlements, and buyouts and buydowns of gas sales contracts with
    natural gas pipelines.  PEPL and Trunkline, with respect to certain
    producer contract settlements, may be contractually required to
    reimburse or, in some instances, to indemnify producers against such
    royalty claims.  The potential liability of the producers to the
    government and of the pipelines to the producers involves complex issues
    of law and fact which are likely to take substantial time to resolve. 
    If required to reimburse or indemnify the producers, PEPL and Trunkline
    will file with FERC to recover a portion of these costs from pipeline
    customers.  The Company believes the resolution of this matter will not
    have a material adverse effect on the Company's consolidated financial
    position.  

    Jurisdictional Transportation and Sales Rates

    PEPL - On April 1, 1992 and November 1, 1992, PEPL placed into effect,
    subject to refund, general rate increases.  On February 26, 1997, FERC
    approved PEPL's settlement agreement which provides final resolution of
    refund matters and establishes prospective rates.  The agreement
    terminates other actions relating to these proceedings as well as PEPL's
    restructuring of rates and transition cost recoveries related to
    Order 636.  As a result of the resolution of this matter, PEPL recorded
    pre-tax earnings of $27.7 million in the first quarter of 1997 and in
    April 1997 refunded $37.8 million to customers. The settlement will not
    have a material impact on future operating revenues.
 
    Trunkline - Effective August 1, 1996, Trunkline placed into effect a
    general rate increase, subject to refund, reflecting an annual cost of
    service increase of $5 million.  The rate proceeding is in the discovery
    phase, with hearings scheduled to commence in the third quarter of 1997. 

3.  Gas Imbalances

    The consolidated balance sheet includes in-kind balances as a result of
    differences in gas volumes received and delivered.  At March 31, 1997
    and December 31, 1996, other current assets and other current
    liabilities included $21.8 million and $16 million (1997), and
    $20.4 million and $14.1 million (1996), respectively, for these
    imbalances.  

<PAGE>
<PAGE>
4.  Environmental Matters

    The Company has identified environmental contamination at certain sites
    on the PEPL and Trunkline systems and is undertaking cleanup programs
    at these sites.  The contamination resulted from the past use of
    lubricants containing PCBs (polychlorinated biphenyls) and the prior use
    of wastewater collection facilities and other on-site disposal areas. 
    Soil and sediment testing, to date, has detected no significant off-site
    contamination.  The Company has communicated with the Environmental
    Protection Agency and appropriate state regulatory agencies on these
    matters.  Environmental cleanup programs are expected to continue until
    2002.  

    The Company previously accrued amounts related to remaining estimated
    cleanup costs.  Those estimates represent probable gross cleanup costs
    to be incurred by the Company, have not been discounted or reduced by
    customer recoveries and do not include fines, penalties or third-party
    claims.  

    PEPL is also in discussions with environmental regulatory agencies in
    the states of Missouri and Illinois, and Trunkline is in similar
    discussions with the state of Louisiana, regarding potential monetary
    sanctions for alleged air compliance violations by facilities in those
    states.  

    The federal and state cleanup programs are not expected to interrupt or
    diminish the Company's ability to deliver natural gas to customers.  The
    Company believes the resolution of matters relating to the environmental
    issues discussed above will not have a material adverse effect on the
    Company's consolidated results of operations or financial position based
    upon customer settlements and past experience with environmental cleanup
    costs.  

5.  Litigation

    On August 31, 1995, Midwest Gas Storage, Inc. (Midwest) filed suit
    against PEPL and PanEnergy in the 58th Judicial District Court,
    Jefferson County, Texas, alleging that PEPL breached an interconnection
    agreement with Midwest and used its superior bargaining position to
    force Midwest to accept terms and conditions which were not in the
    original agreement.  Amended petitions filed in 1996 further allege that
    PEPL and PanEnergy, through economic coercion, have attempted to drive
    Midwest out of business.  Asserting fraud and violations of Texas
    anti-trust laws, among other counts, Midwest seeks compensatory and
    punitive damages in unspecified amounts.  
<PAGE>
<PAGE>
    A lawsuit filed in the United States District Court for the District of
    Columbia by a natural gas producer was served in July 1996 naming PEPL,
    Trunkline and certain affiliated companies as defendants, among others. 
    The action was brought under the federal False Claims Act against
    70 defendants, including every major pipeline, asserting that the
    defendants intentionally underreported volumes and heating content of
    gas purchased from producers on federal and Indian lands, with the
    result that the United States was underpaid royalties.  The plaintiff
    seeks recovery of the royalty amounts due the United States, treble
    damages and civil penalties.  PEPL, Trunkline and their affiliated
    companies, and many of the other defendants, were dismissed from the
    lawsuit on March 27, 1997.  The plaintiff retains the right to refile
    the claims against the various defendants under certain conditions.  

    The Company believes the resolution of the legal matters discussed above
    will not have a material adverse effect on the Company's consolidated
    results of operations or financial position.  

    On April 25, 1997, a group of affiliated plaintiffs that own and/or
    operate various pipeline and marketing partnerships in Kansas and
    Missouri filed suit against PEPL in the United States District Court for
    the Western District of Missouri.  The plaintiffs allege that PEPL has
    engaged in unlawful and anti-competitive conduct with regard to requests
    for interconnects with the PEPL system for service to the Kansas City
    area.  Asserting that PEPL has violated the antitrust laws and
    tortiously interfered with plaintiffs' contracts with third parties,
    plaintiffs seek compensatory and punitive damages in unspecified
    amounts.  As of the date of this report, PEPL has not been served with
    the complaint.  Accordingly, the Company cannot estimate the effects of
    this issue, based on information currently available.  

    The Company is also involved in various other legal actions and claims
    arising in the normal course of business.  Based upon its current
    assessment of the facts and the law, management does not believe that
    the outcome of any such action or claim will have a material adverse
    effect upon the Company's consolidated results of operations or
    financial position.  However, these actions  and claims in the aggregate
    seek substantial damages against the Company and are subject to the
    uncertainties inherent in any litigation.  The Company is defending
    itself vigorously in all the above suits.

6.  Other Matters

    PEPL owns an effective 6% ownership interest in Northern Border Pipeline
    Company (Northern Border) through a master limited partnership.  Under
    the terms of a settlement related to a transportation agreement between
    PEPL and Northern Border, PEPL guarantees payment to Northern Border
    under a transportation agreement by an affiliate of Pan-Alberta Gas
    Limited.  The transportation agreement requires estimated total payments
    of $94.4 million for 1997 through 2001.  In the opinion of management,
    the probability that PEPL will be required to perform under this
    guarantee is remote.  
<PAGE>
<PAGE>
    The Company adopted SFAS No. 125, "Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of Liabilities," on
    a prospective basis effective January 1, 1997, with no significant
    impact on the Company's results of operations or financial position.  

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

The following information is provided to facilitate increased understanding
of the 1997 and 1996 interim consolidated financial statements and
accompanying notes presented in Item 1.  Because all of the outstanding
capital stock of PEPL is owned by PanEnergy, the following discussion has been
prepared in accordance with the reduced disclosure format permitted by
Form 10-Q for issuers that are wholly-owned subsidiaries of reporting
companies under the Securities Exchange Act of 1934. 

OPERATING ENVIRONMENT 

PEPL and Trunkline continue to advance projects that provide expanded service
to meet the specific needs of customers.  In 1996, Trunkline filed with FERC
for a $50 million expansion of its Terrebonne system, with a planned 1998
in-service date, targeting expanding natural gas production in the Gulf of
Mexico.  In 1997, PanEnergy announced the Spectrum(sm) project, which will
utilize existing and released capacity on PanEnergy's four interstate
pipelines and provide up to 500 billion British thermal units per day of firm
transportation capacity from the Chicago area to the East Coast.  In addition,
PEPL and Trunkline offer selective discounting to further maximize revenues
from existing capacity.  

RESULTS OF OPERATIONS

Consolidated net income for the three months ended March 31, 1997 was
$47.7 million compared with $24 million for the same period in 1996.  Total
natural gas transportation volumes for the Company decreased 7% to
372 trillion British thermal units comparing the first three months of 1997
with the same period of 1996, attributable mainly to warmer weather.  

Operating Income and Earnings Before Interest and Tax

Consolidated operating income increased 63% to $86.9 million in the first
three months of 1997 compared with $53.4 million for the same period in 1996,
while consolidated earnings before interest and tax for the Company increased
$41.6 million to $95.9 million in the first three months of 1997 compared with
the same period in 1996.  

PEPL - PEPL's operating income increased $35.8 million to $67.9 million, while
earnings before interest and tax increased $43.7 million to $76.9 million in
the first quarter of 1997, compared with the prior-year period.  A
$27.7 million provision reversal in 1997 related to the final settlement of
three rate proceedings, $9.5 million of severance expense in 1996 and lower
operating costs contributed to the increase in earnings before interest and
tax.  
<PAGE>
<PAGE>
Trunkline - Earnings before interest and tax for Trunkline increased
$0.3 million to $20.5 million in the first three months of 1997 as compared
with the same period in 1996, while operating income of $20.6 million remained
steady.  Decreased expenses in 1997, including the impact of higher severance
costs recorded in 1996, were offset by the effects of lower volumes due to
warmer weather.  

Interest Expense

Interest expense in the first three months of 1997 increased $3.6 million
compared with the same period in 1996 as a result of higher average
outstanding debt balances due to PanEnergy.  

CAPITAL AND INVESTMENT EXPENDITURES 

Capital and investment expenditures totaled $10.8 million in the first three
months of 1997, compared with $4.3 million for the same period in 1996.  The
Company currently expects to invest approximately $90 million in 1997 capital
expenditures, with the majority of expenditures related to market expansion
projects.  Expenditures for 1997 are expected to be funded by cash from
operations and/or the collection of intercompany amounts owed the Company.  

FORWARD-LOOKING INFORMATION

This report may contain certain forward-looking information regarding the
Company, including projections, estimates, forecasts, plans, contingencies and
objectives.  Although management believes that all such statements are based
upon reasonable assumptions, no assurance can be given that the actual results
will not differ materially from those contained in such forward-looking
statements.  

Important factors that could cause actual results to differ include, but are
not limited to, general economic conditions, natural gas and liquids prices,
competition from other pipelines and alternative fuels, weather conditions,
state and federal regulation, legal and regulatory proceedings, the
development of new markets, services and products, and the condition of the
capital markets utilized by the Company.  


<PAGE>
<PAGE>
                       PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

See Notes 2, 4 and 5 of the Notes to Consolidated Financial Statements in
Part I of this Report, which are incorporated herein by reference.  See also
Item 3 of PEPL's Annual Report on Form 10-K for the year ended December 31,
1996. 

Item 6.  Exhibits and Reports on Form 8-K

(a)    Exhibits -

    Exhibit Number            Description      
         27             Financial Data Schedule

(b) Reports on Form 8-K - None

<PAGE>
<PAGE>
                               SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned duly authorized officer and chief accounting officer.



                               PANHANDLE EASTERN PIPE LINE COMPANY 
                                          (Registrant)


                                     
                                              /s/ Sandra P. Meyer
                               -----------------------------------
                                 Sandra P. Meyer, Vice President
                                   and Treasurer



Date:  May 14, 1997
0075rpt.cpz