SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                                  ___________

                                   FORM 8-A


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) or 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                   NNG, INC.
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            (Exact Name of Registrant as Specified in its Charter)


          Delaware                                         95-4840775
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(State of Incorporation or Organization)       (IRS Employer Identification no.)

1840 Century Park East, Los Angeles, CA                       90067
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(Address of Principal Executive Offices)                   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

           Title of Each Class                    Name of Each Exchange on Which
           to be so Registered                    Each Class is to be Registered

  Common Stock, par value $1.00 per share              Pacific Stock Exchange
--------------------------------------------     -------------------------------


If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]

Securities Act registration statement file number to which this form relates:
333-54800
---------

Securities to be registered pursuant to Section 12(g) of the Act:

                                     None.
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                                (Title of Class)


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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant's Securities to be Registered.
         -------------------------------------------------------

     In response to this item, incorporated by reference is the description of
the Common Stock, $1.00 par value per share (the "Common Stock"), of NNG, Inc.
("Registrant") (together with associated rights) contained under the caption
"Description of NNG Capital Stock - Common Stock" in the Offer to Purchase or
Exchange dated February 1, 2001 (the "Offer") that forms a part of the
Registrant's Registration Statement on Form S-4 (File No. 333-54800) (as amended
from time to time, the "Registration Statement").  One preferred share purchase
right (a "Right") will be attached to each outstanding share of Common Stock and
to each share of Common Stock issued thereafter until the earlier of the
Distribution Date (as defined in the Rights Agreement dated as of January 31,
2001, between the Registrant and EquiServe Trust Company, N.A., as Rights Agent)
or the date on which the Rights expire or are redeemed.  To the extent such
descriptions are subsequently amended, the descriptions as subsequently amended
are hereby incorporated by reference to this item.


Item 2.  Exhibits
         --------

         1.   Amended and Restated Certificate of Incorporation of Registrant,
              incorporated herein by reference to Exhibit 3.1 to the
              Registration Statement.

         2.   Restated Bylaws of Registrant, incorporated herein by reference to
              Exhibit 3.2 to the Registration Statement.

         3.   The Registrant's Registration Statement on Form S-4, filed with
              the Securities and Exchange Commission on February 1, 2001 (File
              No. 333-54800), as amended from time to time, incorporated herein
              by reference.

         4.   Rights Agreement dated as of January 31, 2001, incorporated herein
              by reference to Exhibit 4.3 to the Registration Statement.

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                                   SIGNATURE



     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.


                              NNG, INC.


Date:  March 27, 2001         By: /s/ John H. Mullan
                                  ------------------
                                  Name:  John H. Mullan
                                  Title:  Corporate Vice President, Secretary
                                          and Associate General Counsel




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                                 EXHIBIT INDEX

Exhibit Number                    Description

     1.   Amended and Restated Certificate of Incorporation of Registrant,
          incorporated herein by reference to Exhibit 3.1 to the Registration
          Statement.

     2.   Restated Bylaws of Registrant, incorporated herein by reference to
          Exhibit 3.2 to the Registration Statement.

     3.   The Registrant's Registration Statement on Form S-4, filed with the
          Securities and Exchange Commission on February 1, 2001 (File No. 333-
          54800), as amended from time to time, incorporated herein by
          reference.

     4.   Rights Agreement dated as of January 31, 2001, incorporated herein by
          reference to Exhibit 4.3 to the Registration Statement.



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