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


                             FORM 8-K

                          CURRENT REPORT


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


                 Date of Report:  August 10, 2004
        (Date of Earliest Event Reported:  August 10, 2004)




                        EL PASO CGP COMPANY
      (Exact name of Registrant as specified in its charter)


     Delaware             1-7176             74-1734212
  (State or other    (Commission File     (I.R.S. Employer
  jurisdiction of         Number)       Identification No.)
 incorporation or
   organization)


                         El Paso Building
                       1001 Louisiana Street
                       Houston, Texas 77002
        (Address of principal executive offices) (Zip Code)



 Registrant's telephone number, including area code (713) 420-2600


Item 5.  Other Events and Regulation FD Disclosure
         -----------------------------------------
     On  August  10,  2004,  we  and our parent  company,  El  Paso
Corporation,  announced that we expect to file our 2003  Form  10-K
before  the  end of the third quarter of 2004.  El Paso Corporation
also  announced that it had received additional waivers on its  $3-
billion  revolving  credit facility and certain  other  financings.
Some  of  our  assets are pledged as collateral under our  parent's
revolving  credit  facility.   A copy  of  this  press  release  is
attached  as Exhibit 99.A and is incorporated herein by  reference.
A  copy  of the full amendment is attached as Exhibit 99.B  and  is
incorporated herein by reference.

Item 7.  Financial Statements and Exhibits
         ---------------------------------
         (c)  Exhibits.

              Exhibit
              Number      Description
              -------     ------------
               99.A       Press Release dated August 10, 2004.

               99.B       Second   Amendment  to  the   $3,000,000,000
                          Revolving Credit Agreement and Third  Waiver
                          dated  as  of August 6, 2004 among  El  Paso
                          Corporation,  El Paso Natural  Gas  Company,
                          Tennessee   Gas   Pipeline   Company,    ANR
                          Pipeline  Company  and  Colorado  Interstate
                          Gas   Company,  as  Borrowers,  the  Lenders
                          party  hereto  and JPMorgan Chase  Bank,  as
                          Administrative  Agent, ABN  AMRO  Bank  N.V.
                          and   Citicorp  North  America,   Inc.,   as
                          Co-Documentation  Agents, Bank  of  America,
                          N.A. and Credit Suisse First Boston, as  Co-
                          Syndication Agents.

                            SIGNATURES

     Pursuant to the requirements 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.


                              EL PASO CGP COMPANY



                              By:     /s/ Jeffrey I. Beason
                                 -------------------------------
                                        Jeffrey I. Beason
                                      Senior Vice President
                                          and Controller
                                  (Principal Accounting Officer)


Dated:  August 10, 2004


                           EXHIBIT INDEX

     Exhibit
     Number       Description
     -------      -----------
      99.A        Press Release dated August 10, 2004.

      99.B        Second   Amendment  to  the   $3,000,000,000
                  Revolving Credit Agreement and Third  Waiver
                  dated  as  of August 6, 2004 among  El  Paso
                  Corporation,  El Paso Natural  Gas  Company,
                  Tennessee   Gas   Pipeline   Company,    ANR
                  Pipeline  Company  and  Colorado  Interstate
                  Gas   Company,  as  Borrowers,  the  Lenders
                  party  hereto  and JPMorgan Chase  Bank,  as
                  Administrative  Agent, ABN  AMRO  Bank  N.V.
                  and   Citicorp  North  America,   Inc.,   as
                  Co-Documentation  Agents, Bank  of  America,
                  N.A. and Credit Suisse First Boston, as  Co-
                  Syndication Agents.