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                                                                   EXHIBIT 3.A.1

                                    CONFORMED
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                          EL PASO ENERGY PARTNERS, L.P.

         The following is the Amended and Restated Certificate of Limited
Partnership of GulfTerra Energy Partners, L.P. dated as of February 12, 2002,
conformed to include, for purposes of this filing, the amendments to the Amended
and Restated Certificate of Limited Partnership effective as of May 15, 2003 and
July 25, 2003.

         The undersigned, desiring to Amended and Restate the Certificate of
Limited Partnership of El Paso Energy Partners, L.P., pursuant to the provisions
of Sections 17-202 and 17-210 of the Delaware Revised Uniform Limited
Partnership Act, as amended ("DRULPA") does hereby certify as follows:

         1.       The original Certificate of Limited Partnership was filed with
the Office of the Secretary of State of Delaware on December 4, 1992 under the
name of Leviathan Gas Pipeline Partners, L.P.

         2.       The Certificate of Limited Partnership was Amended on December
1, 1999, changing the name of the Limited Partnership to El Paso Energy
Partners, L.P.

         3.       The Certificate of Limited Partnership was Amended on January
14, 2002 changing the name of the General Partner and Registered Agent.

         4.       This Amended and Restated Certificate of Limited Partnership
has been adopted and approved by the General Partner in accordance with Section
17-202 of the Delaware Revised Uniform Limited Partnership Act, pursuant to
which, this Amended and Restated Certificate of Limited Partnership amends and
restates the provisions of the Limited Partnership's Certificate of Limited
Partnership.

         5.       The text of the Certificate of Limited Partnership of the
Limited Partnership is hereby amended and restated to read in its entirety as
follows:

                                    ARTICLE I
                                      NAME

         The name of the limited partnership shall be GulfTerra Energy Partners,
L.P. (hereinafter, the "Company").

                                   ARTICLE II
                                      POWER

         The Company shall have all the powers accorded to a limited partnership
organized under the DRULPA.

                                   ARTICLE III
                                     PURPOSE

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         The purpose for which the company is organized is to transact any and
all lawful business for which a limited partnership may be organized under the
DRULPA.

                                   ARTICLE IV
                                 GENERAL PARTNER

         The name and mailing address of each party who is to serve as the
general partner is as follows:

                        GulfTerra Energy Company, L.L.C.
                              1001 Louisiana Street
                              Houston, Texas 77002

                                    ARTICLE V
                              PARTNERSHIP AGREEMENT

         The general partner shall adopt the Partnership Agreement (the
"Agreement") that shall govern the operations of the Company; provided, however,
that the failure to adopt such Agreement prior to the date on which this
Certificate of Limited Partnership ("Certificate") is filed with the Secretary
of State of the State of Delaware shall not affect the Company's commencement of
existence on such date. The Agreement shall provide for all the terms and
conditions for the governance of the Company not inconsistent with any rule of
law or equity or with this Certificate and may be altered, amended, restated, or
repealed by the Company in the manner set forth therein.

                                   ARTICLE VI
                                 INDEMNIFICATION

         Subject to such standards and restrictions as are set forth in the
Agreement, the Company shall have the power and authority to indemnify and hold
harmless any general partner, limited partner, officer, director, or any other
person against any and all claims and demands whatsoever to the fullest extent
permitted by law.

                                   ARTICLE VII
                     REGISTERED OFFICE AND REGISTERED AGENT

         The registered office of the Company is 1209 Orange Street, Wilmington,
Delaware 19801, and the registered agent of the Company at such address is The
Corporation Trust Company.

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         IN WITNESS WHEREOF, the undersigned has executed this Conformed
Certificate of Limited Partnership.

                                           GULFTERRA ENERGY COMPANY, L.L.C.