UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.
20549


________________




Form 10-Q


(Mark
One)





R
            QUARTERLY REPORTPURSUANT TO SECTION 13 OR 15(d) OFTHE
      SECURITIES EXCHANGE ACT OF 1934For
      the quarterly period ended March 31, 2008OR£
            TRANSITIONREPORTPURSUANT TO
      SECTION 13 OR 15(d) OFTHE SECURITIES
      EXCHANGE ACTOF 1934For the transition period
      from                                                                         to





Commission
File Number 1-4874


__________________




Tennessee
Gas Pipeline Company


(Exact Name of Registrant
as Specified in Its
Charter)





Delaware
            74-1056569(State
      or Other Jurisdiction
              of  Incorporation
      or Organization)
            (I.R.S.
      Employer
              Identification No.)El Paso Building1001
      Louisiana Street
              Houston,
      Texas
            77002(Address
      of Principal Executive Offices)
            (Zip
      Code)





Telephone
Number: (713) 420-2600





Indicate
by check markwhetherthe 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 12 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 þ No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):




Large
      accelerated filer o
              Accelerated
      filer o
              Non-accelerated
      filer þ
              Smaller
      reporting company o(Do not check if a smaller
      reporting company)




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yes o No þ




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.




Common
stock, par value $5 per share. Shares outstanding on May 9, 2008: 
208





TENNESSEE GAS PIPELINE COMPANY MEETS THE CONDITIONS
OF GENERAL INSTRUCTION
H(1)(a) AND (b) TO FORM 10-Q AND IS THEREFORE FILING THIS REPORT WITH A
REDUCED DISCLOSURE FORMAT AS PERMITTED BY SUCH
INSTRUCTION.













TENNESSEE
GAS PIPELINE COMPANY





TABLE
OF CONTENTS





Caption
            
            PagePART
      I — Financial InformationItem  1.
            Financial  Statements
            
            
            1Item  2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            
            
            9Item  3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            
            *Item  4.
            Controls
      and Procedures
            
            
            12PART
      II — Other InformationItem  1.
            Legal
      Proceedings
            
            
            13Item  1A.
            Risk
      Factors
            
            
            13Item  2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            
            
            *Item  3.
            Defaults
      Upon Senior Securities
            
            
            *Item  4.
            Submission
      of Matters to a Vote of Security Holders
            
            
            *Item  5.
            Other
      Information
            
            
            13Item  6.
            Exhibits
            
            
            13Signatures
            
            
            14


____________





*
      We have not included a response to this item in this document since no
      response is required pursuant to the  reduced disclosure format
      permitted by General Instruction H to
  Form 10-Q.





Below is
a list of terms that are common to our industry and used throughout this
document:





/d
            = per
      day
            BBtu = billion
      British thermal units








When
      we refer to cubic feet measurements, all measurements are at a pressure of
      14.73 pounds per square inch.








When
      we refer to “us”, “we”, “our”, or “ours”, we are describing Tennessee Gas
      Pipeline Company and/or our
subsidiaries.








i


PART
I — FINANCIAL INFORMATION





Item 1.  Financial
Statements





TENNESSEE
GAS PIPELINE COMPANY





CONDENSED
CONSOLIDATED STATEMENTS OF INCOME


(In
millions)


(Unaudited)





Quarter Ended
              March 31,2008
            
            
            2007Operating
      revenues
            
            $
            245
            
            
            $
            226Operating
      expensesOperation
      and maintenance
            
            
            81
            
            
            
            76Depreciation
      and amortization
            
            
            45
            
            
            
            42(Gain)/loss
      on long-lived assets
            
            
            16
            
            
            
            (7
            )Taxes,
      other than income taxes
            
            
            15
            
            
            
            14157
            
            
            
            125Operating
      income
            
            
            88
            
            
            
            101Earnings
      from unconsolidated affiliate
            
            
            4
            
            
            
            4Other
      income, net
            
            
            4
            
            
            
            5Interest
      and debt expense
            
            
            (33
            )
            
            
            (32
            )Affiliated
      interest income, net
            
            
            9
            
            
            
            11Income
      before income taxes
            
            
            72
            
            
            
            89Income
      taxes
            
            
            29
            
            
            
            34Net
      income
            
            $
            43
            
            
            $
            55





See
accompanying notes.









1


TENNESSEE
GAS PIPELINE COMPANY





CONDENSED
CONSOLIDATED BALANCE SHEETS


(In millions,
except share amounts)


(Unaudited)





March
      31,
              2008
            
            
            December 31,
              2007ASSETSCurrent
      assetsCash
      and cash equivalents
            
            $
            —
            
            
            $
            —Accounts
      and notes receivableCustomer
            
            
            30
            
            
            
            14Affiliates
            
            
            64
            
            
            
            71Other
            
            
            16
            
            
            
            27Materials
      and supplies
            
            
            38
            
            
            
            34Deferred
      income taxes
            
            
            11
            
            
            
            10Other
            
            
            11
            
            
            
            9Total
      current assets
            
            
            170
            
            
            
            165Property,
      plant and equipment, at cost
            
            
            4,044
            
            
            
            4,048Less
      accumulated depreciation and amortization
            
            
            760
            
            
            
            7403,284
            
            
            
            3,308Additional
      acquisition cost assigned to utility plant, net
            
            
            2,030
            
            
            
            2,040Total
      property, plant and equipment, net
            
            
            5,314
            
            
            
            5,348Other
      assetsNotes
      receivable from affiliates
            
            
            1,116
            
            
            
            1,034Investment
      in unconsolidated affiliate
            
            
            84
            
            
            
            84Other
            
            
            54
            
            
            
            521,254
            
            
            
            1,170Total
      assets
            
            $
            6,738
            
            
            $
            6,683LIABILITIES
      AND STOCKHOLDER’S EQUITYCurrent
      liabilitiesAccounts
      payableTrade
            
            $
            33
            
            
            $
            66Affiliates
            
            
            22
            
            
            
            23Other
            
            
            50
            
            
            
            56Taxes
      payable
            
            
            30
            
            
            
            31Accrued
      interest
            
            
            44
            
            
            
            24Contractual
      deposits
            
            
            34
            
            
            
            32Other
            
            
            23
            
            
            
            17Total
      current liabilities
            
            
            236
            
            
            
            249Long-term
      debt
            
            
            1,604
            
            
            
            1,603Other
      liabilitiesDeferred
      income taxes
            
            
            1,328
            
            
            
            1,302Regulatory
      liabilities
            
            
            181
            
            
            
            178Other
            
            
            52
            
            
            
            571,561
            
            
            
            1,537Commitments
      and contingencies (Note 3)Stockholder’s
      equityCommon
      stock, par value $5 per share; 300 shares authorized;
      208 shares issued and outstanding
            
            
            —
            
            
            
            —Additional
      paid-in capital
            
            
            2,209
            
            
            
            2,209Retained
      earnings
            
            
            1,128
            
            
            
            1,085Total
      stockholder’s equity
            
            
            3,337
            
            
            
            3,294Total
      liabilities and stockholder’s equity
            
            $
            6,738
            
            
            $
            6,683




See
accompanying notes.


2


TENNESSEE
GAS PIPELINE COMPANY





CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(In millions)


(Unaudited)





Quarter
      Ended
              March 31,2008
            
            
            2007Cash
      flows from operating activitiesNet
      income
            
            $
            43
            
            
            $
            55Adjustments
      to reconcile net income to net cash from operating
    activitiesDepreciation
      and amortization
            
            
            45
            
            
            
            42Earnings
      from unconsolidated affiliate, adjusted for cash
    distributions
            
            
            —
            
            
            
            (4
            )(Gain)/loss on long-lived
      assets
            
            
            16
            
            
            
            (7
            )Deferred
      income taxes
            
            
            25
            
            
            
            101Other
      non-cash income items
            
            
            (2
            )
            
            
            (2
            )Asset
      and liability changes
            
            
            (4
            )
            
            
            (112
            )Net
      cash provided by operating activities
            
            
            123
            
            
            
            73Cash
      flows from investing activitiesAdditions
      to property, plant and equipment
            
            
            (43
            )
            
            
            (39
            )Proceeds
      from the sale of asset
            
            
            —
            
            
            
            35Net
      change in notes receivable from affiliates
            
            
            (82
            )
            
            
            (71
            )Other
            
            
            2
            
            
            
            2Net
      cash used in investing activities
            
            
            (123
            )
            
            
            (73
            )Net
      change in cash and cash equivalents
            
            
            —
            
            
            
            —Cash
      and cash equivalentsBeginning
      of period
            
            
            —
            
            
            
            —End
      of period
            
            $
            —
            
            
            $
            —





See
accompanying notes.










3


TENNESSEE
GAS PIPELINE COMPANY





NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





1. Basis
of Presentation and Significant Accounting Policies





Basis of
Presentation





We are an
indirect wholly owned subsidiary of El Paso Corporation (El Paso). We
prepared this Quarterly Report on Form 10-Q under the rules and regulations
of the United States Securities and Exchange Commission (SEC). Because this
is an interim period filing presented using a condensed format, it does not
include all of the disclosures required by U.S. generally accepted
accounting principles. You should read this Quarterly Report on Form 10-Q
along with our 2007 Annual Report on Form 10-K, which includes a summary of
our significant accounting policies and other disclosures. The financial
statements as of March 31, 2008, and for the quarters ended March 31, 2008
and 2007, are unaudited. We derived the condensed consolidated balance sheet as
of December 31, 2007, from the audited balance sheet filed in our 2007
Annual Report on Form 10-K. In our opinion, we have made all adjustments,
which are of a normal recurring nature, to fairly present our interim period
results. Due to the seasonal nature of our business, information for interim
periods may not be indicative of our operating results for the entire
year.




Significant Accounting Policies





The
information below provides an update of our significant accounting policies and
accounting pronouncements issued but not yet adopted as discussed in our 2007
Annual Report on Form 10-K.




Fair Value
Measurements. On January 1, 2008, we adopted the provisions of Statement
of Financial Accounting Standards (SFAS) No. 157,Fair Value Measurements, for
our financial assets and liabilities. The adoption of the standard did not have
an impact on our financial statements. We elected to defer the adoption of SFAS
No. 157 for our non-financial assets and liabilities until January 1, 2009. We
are currently evaluating the impact, if any, that the deferred provisions of
this standard will have on our financial statements.





Measurement Date of Postretirement
Benefits. Effective January 1, 2008, we adopted the measurement date
provisions of SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and
Other Postretirement Plans — an Amendment of FASB Statements No. 87, 88, 106, and
132(R)and changed the measurement date of our postretirement benefit
plan from September 30 to December 31. The adoption of the measurement date
provisions of this standard did not have a material impact on our financial
statements.





2.
Gain/Loss on Long-Lived Assets





For
the quarter ended March 31, 2008, we recorded impairments of $16 million,
primarily related to our decision not to proceed with the Essex-Middlesex
Lateral project due to its prolonged permitting process and changing market
conditions. In February 2007, we completed the sale of a pipeline lateral for
approximately $35 million and recorded a pretax gain on the sale of
approximately $7 million.





3. Commitments
and Contingencies





Legal
Proceedings





Gas
Measurement Cases.We and a number of our affiliates were named
defendants in actions that generally allege mismeasurement of natural gas
volumes and/or heating content resulting in the underpayment of royalties. The
first set of cases was filed in 1997 by an individual under the False Claims
Act, which have been consolidated for pretrial purposes (In re: Natural Gas Royalties Qui Tam Litigation,U.S. District Court for the District of Wyoming). These complaints allege
an industry-wide conspiracy to underreport the heating value as well as the
volumes of the natural gas produced from federal and Native American lands. In
October 2006, the U.S. District Judge issued an order dismissing all claims
against all defendants. An appeal has been filed.





4


Similar
allegations were filed in a second set of actions initiated in 1999 in Will Price, et al. v. Gas Pipelines
and Their Predecessors, et al.,in the District Court of Stevens County,
Kansas. The plaintiffs currently seek certification of a class of royalty owners
in wells on non-federal and non-Native American lands in Kansas, Wyoming and
Colorado. Motions for class certification have been briefed and argued in the
proceedings and the parties are awaiting the court’s ruling. The plaintiff seeks
an unspecified amount of monetary damages in the form of additional royalty
payments (along with interest, expenses and punitive damages) and injunctive
relief with regard to future gas measurement practices. Our costs and legal
exposure related to these lawsuits and claims are not currently
determinable.





In
addition to the above proceedings, we and our subsidiaries and affiliates are
named defendants in numerous lawsuits and governmental proceedings that arise in
the ordinary course of our business. For each of these matters, we evaluate the
merits of the case, our exposure to the matter, possible legal or settlement
strategies and the likelihood of an unfavorable outcome. If we determine that an
unfavorable outcome is probable and can be estimated, we establish the necessary
accruals. While the outcome of these matters, including those discussed above,
cannot be predicted with certainty, and there are still uncertainties related to
the costs we may incur, based upon our evaluation and experience to date, we had
no accruals for our outstanding legal matters at March 31, 2008. It is possible,
however, that new information or future developments could require us to
reassess our potential exposure related to these matters and establish accruals
accordingly.





Environmental
Matters





We
are subject to federal, state and local laws and regulations governing
environmental quality and pollution control. These laws and regulations require
us to remove or remedy the effect on the environment of the disposal or release
of specified substances at current and former operating sites. At March 31,
2008, we had accrued approximately $8 million for expected remediation costs and
associated onsite, offsite and groundwater technical studies and for related
environmental legal costs.





Our
accrual represents a combination of two estimation methodologies. First, where
the most likely outcome can be reasonably estimated, that cost has been accrued.
Second, where the most likely outcome cannot be estimated, a range of costs is
established and if no one amount in that range is more likely than any other,
the lower end of the expected range has been accrued. Our environmental
remediation projects are in various stages of completion. Our recorded
liabilities reflect our current estimates of amounts we will expend to remediate
these sites. However, depending on the stage of completion or assessment, the
ultimate extent of contamination or remediation required may not be known. As
additional assessments occur or remediation efforts continue, we may incur
additional liabilities.





Below is
a reconciliation of our accrued liability from January 1, 2008 to
March 31, 2008 (in millions):





Balance
      at January 1, 2008
            
            $
            10Adjustments
      for remediation activities
            
            
            (1
            )Payments
      for remediation activities
            
            
            (1
            )Balance
      at March 31, 2008
            
            $
            8





For the
remainder of 2008, we estimate that our total remediation expenditures will be
approximately $2 million, which will be expended under government directed
clean-up programs.





Polychlorinated Biphenyls (PCB) Cost Recoveries.Pursuant to a consent
order executed with the United States Environmental Protection Agency in May
1994, we have been conducting remediation activities at certain of our
compressor stations associated with the presence of PCBs and other hazardous
materials. We have recovered a substantial portion of the environmental costs
identified in our PCB remediation project through a surcharge to our customers.
A settlement with our customers, approved by the Federal Energy Regulatory
Commission (FERC) in November 1995, established the surcharge mechanism. The
surcharge collection period is currently set to expire in June 2008 and we are
currently evaluating alternatives, including filing for a two year extension by
May 31, 2008. As of March 31, 2008, we had pre-collected PCB costs of
approximately $152 million, which includes interest. This pre-collected amount
will be reduced by future eligible costs incurred for the remainder of the
remediation project. To the extent actual eligible expenditures are less than
the amounts pre-collected, we will refund to our customers the difference, plus
carrying charges incurred up to the date of the refunds. At March 31, 2008, our
regulatory











5


liability
for estimated future refund obligations to our customers was approximately $147
million. The amount and timing of any refund is subject to future eligible
costs, further agreement between us and our customers and FERC
approval.





Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA) Matters.We have
received notice that we could be designated, or have been asked for information
to determine whether we could be designated, as a Potentially Responsible Party
(PRP) with respect to four active sites under the CERCLA or state equivalents.
We have sought to resolve our liability as a PRP at these sites through
indemnification by third parties and settlements which provide for payment of
our allocable share of remediation costs. As of March 31, 2008, we have
estimated our share of the remediation costs at these sites to be between $1
million and $2 million. Because the clean-up costs are estimates and are subject
to revision as more information becomes available about the extent of
remediation required, and in some cases we have asserted a defense to any
liability, our estimates could change. Moreover, liability under the federal
CERCLA statute is joint and several, meaning that we could be required to pay in
excess of our pro rata share of remediation costs. Our understanding of the
financial strength of other PRPs has been considered, where appropriate, in
estimating our liabilities. Accruals for these matters are included in the
environmental reserve discussed above.





It
is possible that new information or future developments could require us to
reassess our potential exposure related to environmental matters. We may incur
significant costs and liabilities in order to comply with existing environmental
laws and regulations. It is also possible that other developments, such as
increasingly strict environmental laws, regulations and orders of regulatory
agencies, as well as claims for damages to property and the environment or
injuries to employees and other persons resulting from our current or past
operations, could result in substantial costs and liabilities in the future. As
this information becomes available, or other relevant developments occur, we
will adjust our accrual amounts accordingly. While there are still uncertainties
related to the ultimate costs we may incur, based upon our evaluation and
experience to date, we believe our reserves are adequate.





Regulatory
Matters





Notice
of Inquiry on Pipeline Fuel Retention Policies.In September 2007, the
FERC issued a Notice of Inquiry regarding its policy about the in-kind recovery
of fuel and lost and unaccounted for gas by natural gas pipeline companies.
Under current policy, pipeline companies have options for recovering these
costs. For some companies, the tariff states the recovery of a fixed percentage
as a non-negotiable fee-in-kind retained from the volumes tendered for shipment
by each shipper. There is also a tracker approach, where the pipeline company’s
tariff provides for prospective adjustments to the fuel retention rates from
time-to-time, but does not include a mechanism to allow the company to reconcile
past over or under-recoveries of fuel. Finally, some pipeline companies’ tariffs
provide for a tracker with a true-up approach, where provisions in the
companies’ tariff allow for periodic adjustments to the fuel retention rates,
and also provide for a true-up of past over and under-recoveries of fuel and
lost and unaccounted for gas. In this proceeding, the FERC is seeking comments
on whether it should change its current policy and prescribe a uniform method
for all pipeline companies to use in recovering these costs. Our tariff
currently provides for a fixed percentage recovery of fuel and lost and
unaccounted for gas. At this time, we do not know what impact, if any, this
proceeding may ultimately have on us.





Notice of
Proposed Rulemaking. In October 2007, the Minerals Management Service
(MMS) issued a Notice of Proposed Rulemaking for Oil and Gas and Sulphur
Operations in the Outer Continental Shelf (OCS) — Pipelines and Pipeline
Rights-of-Way. If adopted, the proposed rules would substantially revise MMS OCS
pipeline and rights-of-way regulations. The proposed rules would have the effect
of: (1) increasing the financial obligations of entities, like us, which have
pipelines and pipeline rights-of-way in the OCS; (2) increasing the regulatory
requirements imposed on the operation and maintenance of existing pipelines in
the OCS; and (3) increasing the requirements and preconditions for obtaining new
rights-of-way in the OCS.




















6


Rate of Return Proxy
Groups.  In April 2008, the FERC adopted a new policy that will
allow master limited partnerships to be included in rate of return proxy groups
for determining rates for services provided by interstate natural gas and oil
pipelines.  The FERC uses a discounted cash flow model that
incorporates the use of proxy groups to develop a range of reasonable returns
earned on equity interests in companies with corresponding risks. The FERC then
assigns a rate of return on equity within that range to reflect specific risks
of that pipeline when compared to the proxy group companies. The FERC’s policy
statement concludes among other items that (i) there should be no cap on the
level of distributions included in the current discounted cash flow methodology
and (ii) there should be a downward adjustment to the long-term growth rate used
for the equity cost of capital of natural gas pipeline master limited
partnerships. The FERC is not exploring other methods of determining a
pipeline’s equity cost of capital at this time. We believe this ruling will not
have a  material impact on our financial position or results of
operations.





4. Investment
in Unconsolidated Affiliate and Transactions with Affiliates





Investment
in Unconsolidated Affiliate





We have a
50 percent ownership interest in Bear Creek Storage Company and received $4
million in dividends in the first quarter of 2008. Summarized income statement
information for our proportionate share of the income of this investment for the
quarters ended March 31 is as follows:





2008
            
            
            2007(in
      millions)Operating
      results data:Operating
      revenues
            
            $
            6
            
            
            $
            6Operating
      expenses
            
            
            2
            
            
            
            2Income
      from continuing operations and net income
            
            
            4
            
            
            
            4





Transactions
with Affiliates





Cash Management Program and Other
Notes Receivable.We participate in El Paso’s cash management program
which matches short-term cash surpluses and needs of participating affiliates,
thus minimizing total borrowings from outside sources. El Paso uses the cash
management program to settle intercompany transactions between participating
affiliates. We have historically advanced cash to El Paso in exchange for an
affiliated note receivable that is due upon demand. At March 31, 2008 and
December 31, 2007, we had notes receivable from El Paso and other affiliates of
$782 million and $582 million. In January 2008, El Paso repaid a separate
variable interest rate note receivable of $118 million. The interest rate on
these notes at March 31, 2008 and December 31, 2007 was 4.3% and
6.5%.





At
March 31, 2008 and December 31, 2007, we also had non-interest bearing notes
receivable of $334 million from an El Paso affiliate.





We
do not intend to settle any of our notes within twelve months and have therefore
classified them as non-current on our balance sheets.





IncomeTaxes.El Paso files consolidated
U.S. federal and certain state tax returns which include our taxable income. In
certain states, we file and pay taxes directly to the state taxing authorities.
At March 31, 2008 and December 31, 2007, we had federal and state income taxes
payable of $17 million and $13 million. The majority of these balances, as well
as deferred income taxes and amounts associated with the resolution of
unrecognized tax benefits, will become payable to El Paso. During the first
quarter of 2007, El Paso billed us $77 million through intercompany accounts for
certain tax attributes previously reflected as deferred income taxes in our
financial statements.




















7


Accounts
Receivable Sales Program.We sell certain accounts receivable to a
qualifying special purpose entity (QSPE) and reflect our subordinated interest
in these receivables as accounts receivable — affiliate on our balance sheets.
We earn a fee for servicing the receivables and performing all administrative
duties for the QSPE. At March 31, 2008 and December 31, 2007, our subordinated
beneficial interest in the receivables sold was $55 million and $61 million. The
fair value of the fees earned was immaterial to our financial statements for the
quarters ended March 31, 2008 and 2007.





Other Affiliate Balances. At
March 31, 2008 and December 31, 2007, we had contractual deposits from our
affiliates of $9 million and $8 million.


Affiliate Revenues and
Expenses.We
enter into transactions with our affiliates within the ordinary course of
business. For a further discussion of our affiliated transactions, see our 2007
Annual Report on Form 10-K. The following table shows revenues and charges from
our affiliates for the quarters ended March 31:





2008
            
            
            2007(In
      millions)Revenues
      from affiliates
            
            $
            5
            
            
            $
            5Operation
      and maintenance expenses from affiliates
            
            
            15
            
            
            
            14Reimbursements
      of operating expenses charged to affiliates
            
            
            12
            
            
            
            12

































8


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





The
information required by this Item is presented in a reduced disclosure format
pursuant to General Instruction H to Form 10-Q.  In addition,
this Item updates, and should be read in conjunction with the information
disclosed in our 2007 Annual Report on Form 10-K, and our condensed
consolidated financial statements and the accompanying footnotes presented in
Item 1 of this Quarterly Report on Form 10-Q.





Results
of Operations





Our
management uses earnings before interest expense and income taxes (EBIT) as a
measure to assess the operating results and effectiveness of our business, which
consists of consolidated operations as well as an investment in an
unconsolidated affiliate. We believe EBIT is useful to investors because it
allows them to evaluate more effectively our operating performance using the
same performance measure analyzed internally by our management. We define EBIT
as net income adjusted for (i) items that do not impact our income from
continuing operations, (ii) income taxes, (iii) interest and debt expense and
(iv) affiliated interest income. We exclude interest and debt expense from this
measure so that investors may evaluate our operating results without regard to
our financing methods. EBIT may not be comparable to measurements used by other
companies. Additionally, EBIT should be considered in conjunction with net
income and other performance measures such as operating income and operating
cash flows.  Below is a reconciliation of our EBIT to net income, our
throughput volumes and an analysis and discussion of  our results for
the quarter ended March 31, 2008 compared to the same period in
2007.





Operating
Results:


2008
            
            
            2007(In
      millions,
              except
      volumes)Operating
      revenues
            
            $
            245
            
            
            $
            226Operating
      expenses
            
            
            (157
            )
            
            
            (125
            )Operating
      income
            
            
            88
            
            
            
            101Earnings
      from unconsolidated affiliate
            
            
            4
            
            
            
            4Other
      income, net
            
            
            4
            
            
            
            5EBIT
            
            
            96
            
            
            
            110Interest
      and debt expense
            
            
            (33
            )
            
            
            (32
            )Affiliated
      interest income, net
            
            
            9
            
            
            
            11Income
      taxes
            
            
            (29
            )
            
            
            (34
            )Net
      income
            
            $
            43
            
            
            $
            55Throughput
      volumes (BBtu/d)
            
            
            5,743
            
            
            
            5,084





EBIT
Analysis:


Revenue
            
            
            Expense
            
            
            Other
            
            
            EBIT
              ImpactFavorable/(Unfavorable)(In
      millions)Services
      revenues
            
            $
            9
            
            
            $
            —
            
            
            $
            —
            
            
            $
            9Expansions
            
            
            6
            
            
            
            (1
            )
            
            
            (1
            )
            
            
            4Gain/loss
      on long-lived assets
            
            
            —
            
            
            
            (23
            )
            
            
            —
            
            
            
            (23
            )Other(1)
            
            
            4
            
            
            
            (8
            )
            
            
            —
            
            
            
            (4
            )Total
      impact on EBIT
            
            $
            19
            
            
            $
            (32
            )
            
            $
            (1
            )
            
            $
            (14
            )


_______________


(1)
      Consists of individually insignificant
items.





Services
Revenues.During the quarter ended March 31, 2008, we sold
additional capacity in the northern and southern regions of our system compared
to the same period in 2007. We also provided additional interruptible services
due to favorable seasonal price spreads.





Expansions.In November 2007, the
Northeast ConneXion–New England expansion project was placed into service. This
increase in revenues was partially offset by depreciation of the new
facilities.





9


We
have several other expansion projects in various stages of development. For a
further discussion of these projects, see our 2007 Annual Report on Form
10-K.





Gain/Loss on Long-Lived
Assets. For the quarter ended March 31, 2008, we recorded impairments of
$16 million primarily related to our decision not to proceed with the
Essex-Middlesex Lateral project due to its prolonged permitting process and
changing market conditions. In February 2007, we completed the sale of a
pipeline lateral for approximately $35 million and recorded a pretax gain on the
sale of approximately $7 million.





Affiliated
Interest Income, Net





Affiliated
interest income, net for the quarter ended March 31, 2008, was $2 million lower
than the same period in 2007 due to lower average short-term interest rates and
lower average advances to El Paso under the cash management program. The
average short-term interest rate for the first quarter decreased from 5.9% in
2007 to 5.6% for the same period in 2008. In addition, the average advances due
from El Paso of $738 million for the first quarter of 2007 decreased to $705
million for the same period in 2008.





Income
Taxes





Our
effective tax rates of 40 percent and 38 percent for the quarters ended March
31, 2008 and 2007 were higher than the statutory rate of 35 percent primarily
due to the effect of state income taxes.






























10


Liquidity
and Capital Expenditures





Liquidity Overview. Our liquidity needs
are provided by cash flows from operating activities. In addition, we
participate in El Paso’s cash management program and depending on whether we
have short-term cash surpluses or requirements, we either advance cash to El
Paso or El Paso advances cash to us in exchange for an affiliated note
receivable or payable that is due upon demand. We have historically advanced
cash to El Paso, which we reflect in investing activities in our statement of
cash flows. At March 31, 2008, we had notes receivable from El Paso and other
affiliates of approximately $1.1 billion. 
We do not intend to settle these notes within the next twelve months and
therefore have classified them as non-current on our balance sheet. See Item 1,
Financial Statements, Note 4, for a further discussion of El Paso’s cash
management program and our other affiliate notes receivable.





In
addition to the cash management program, we are eligible to borrow amounts
available under El Paso’s $1.5 billion credit agreement and are only liable for
amounts we directly borrow. As of March 31, 2008, El Paso had approximately $0.3
billion of letters of credit issued and $0.3 billion of debt outstanding under
this facility, none of which was issued or borrowed by us. For a further
discussion of this credit agreement, see our 2007 Annual Report on Form
10-K.





We
believe that cash flows from operating activities combined with amounts
available to us under El Paso’s cash management program and its credit
agreement, if necessary, will be adequate to meet our capital requirements and
our existing operating needs.





Capital
Expenditures.Our cash capital expenditures for the quarter ended March
31, 2008, and our estimates of capital expenditures for the remainder of
this year to expand and maintain our system are listed below. We expect to fund
these capital expenditures through internally generated funds.





Quarter
      Ended
              March 31, 2008
            
            
            2008
              Remaining
            
            
            Total(In
      millions)Maintenance
            
            $
            27
            
            
            $
            166
            
            
            $
            193Expansion
            
            
            16
            
            
            
            90
            
            
            
            106$
            43
            
            
            $
            256
            
            
            $
            299





Commitments
and Contingencies





See
Item 1, Financial Statements, Note 3, which is incorporated herein by
reference.





Item
3. Quantitative and Qualitative Disclosures About Market Risk





Omitted
from this report pursuant to the reduced disclosure format permitted by General
Instruction H to Form 10-Q.






































11


Item 4. Controls
and Procedures





Evaluation
of Disclosure Controls and Procedures





As
of March 31, 2008, we carried out an evaluation under the supervision and with
the participation of our management, including our President and our Chief
Financial Officer, as to the effectiveness, design and operation of our
disclosure controls and procedures, as defined by the Securities Exchange Act of
1934, as amended. This evaluation considered the various processes carried out
under the direction of our disclosure committee in an effort to ensure that
information required to be disclosed in the SEC reports we file or submit under
the Exchange Act is accurate, complete and timely. Our management, including our
President and our Chief Financial Officer, does not expect that our disclosure
controls and procedures or our internal controls will prevent and/or detect all
errors and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within a company have been detected. Based on the results of our
evaluation, our President and our Chief Financial Officer concluded that our
disclosure controls and procedures are effective at a reasonable level of
assurance at March 31, 2008.





Changes
in Internal Control Over Financial Reporting





There
were no changes in our internal control over financial reporting that have
materially affected or are reasonably likely to materially affect our internal
control over financial reporting during the first quarter
of 2008.



























12


PART
II — OTHER INFORMATION





Item 1. Legal
Proceedings





See Part
I, Item 1, Financial Statements, Note 3, which is incorporated herein
by reference.





Item 1A. Risk
Factors





CAUTIONARY
STATEMENTS FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF


THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995





This
report contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
based on assumptions or beliefs that we believe to be reasonable; however,
assumed facts almost always vary from actual results, and differences between
assumed facts and actual results can be material, depending upon the
circumstances. Where, based on assumptions, we or our management express an
expectation or belief as to future results, that expectation or belief is
expressed in good faith and is believed to have a reasonable basis. We cannot
assure you, however, that the stated expectation or belief will occur, be
achieved or accomplished. The words “believe,” “expect,” “estimate,”
“anticipate,” and similar expressions will generally identify forward-looking
statements. All of our forward-looking statements, whether written or oral, are
expressly qualified by these cautionary statements and any other cautionary
statements that may accompany such forward-looking statements. In addition, we
disclaim any obligation to update any forward-looking statements to reflect
events or circumstances after the date of this report.





Important
factors that could cause actual results to differ materially from estimates or
projections contained in forward-looking statements are described in our 2007
Annual Report on Form 10-K under Part I, item 1A, Risk Factors. There have
been no material changes in these risk factors since that report.





Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds





Omitted
from this report pursuant to the reduced disclosure format permitted by General
Instruction H to Form 10-Q.





Item 3. Defaults
Upon Senior Securities





Omitted
from this report pursuant to the reduced disclosure format permitted by General
Instruction H to Form 10-Q.





Item 4. Submission
of Matters to a Vote of Security Holders





Omitted
from this report pursuant to the reduced disclosure format permitted by General
Instruction H to Form 10-Q.





Item 5. Other
Information





None.





Item 6. Exhibits





The
Exhibit Index is hereby incorporated herein by reference and sets forth a
list of those exhibits filed herewith.












13







SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, Tennessee
Gas Pipeline Company has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.





TENNESSEE
      GAS PIPELINE COMPANY





Date:  May
      9, 2008
            /s/ James C. YardleyJames
      C. YardleyChairman
      of the Board and President(Principal
      Executive Officer)Date:  May
      9, 2008
            /s/ John R. SultJohn
      R. SultSenior
      Vice President,Chief
      Financial Officer and Controller(Principal
      Accounting and Financial Officer)


















14


TENNESSEE
GAS PIPELINE COMPANY





EXHIBIT
INDEX





Each
exhibit identified below is filed as a part of this report.





Exhibit
              Number
            
            Description31.A
            
            Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.B
            
            Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.A
            
            Certification
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.B
            
            Certification
      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.