##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
      Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO
    SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF
    1934For the quarterly period ended
    June 30, 2006ORo

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF
    1934For the transition period
    from          
    to   Commission File
    Number 1-4101
    Tennessee Gas Pipeline
    Company
    Delaware(State or Other
    Jurisdiction
    of Incorporation or Organization)

74-1056569(I.R.S. Employer
    Identification No.)El Paso Building1001 Louisiana
    Street
    Houston, Texas
    (Address of Principal Executive Offices)

77002
    (Zip Code)     Telephone Number:
    (713) 420-2600
   þ o
  non-accelerated Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ   Rule 12b-2 o þ
      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.




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##### 



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


13Cautionary
    Statements for Purposes of the Safe Harbor
    Provisions of the Private Securities Litigation Reform Act of
    1995Item  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


14Signatures


15Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906      *
    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.    /d = per day

MMcf = million cubic feetBBtu = billion British thermal units      i




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PART
    I  FINANCIAL INFORMATION  Item 1.  Financial Statements
  TENNESSEE GAS PIPELINE COMPANY
  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (In millions)
    (Unaudited)
  Quarter Ended


Six Months EndedJune 30,


June 30,2006


2005


2006


2005Operating revenues

$
194


$
182


$
424


$
387Operating expensesOperation and maintenance


78



83



151



158Depreciation, depletion and
    amortization


41



40



82



80Taxes, other than income taxes


13



14



28



27132



137



261



265Operating income


62



45



163



122Earnings from unconsolidated
    affiliate


3



4



6



7Other income, net


3



1



6



2Interest and debt expense


(32
)


(33
)


(65
)


(65
)Affiliated interest income, net


11



4



21



7Income before income taxes


47



21



131



73Income taxes


18



8



50



28Net income

$
29


$
13


$
81


$
45    1




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TENNESSEE
    GAS PIPELINE COMPANY
   CONDENSED CONSOLIDATED BALANCE SHEETS
    (In millions, except share amounts)
    (Unaudited)
  June 30,



December 31,2006



2005ASSETSCurrent assetsCash and cash equivalents

$




$
Accounts and notes receivableCustomer, net of allowance of $1 in
    2006 and 2005


87




123Affiliates


17




25Other


26




25Materials and supplies


24




22Deferred income taxes


21




9Other


4




8Total current assets


179




212Property, plant and equipment, at
    cost


3,531




3,345Less accumulated depreciation,
    depletion and amortization


566




5432,965




2,802Additional acquisition cost
    assigned to utility plant, net


2,099




2,119Total property, plant and
    equipment, net


5,064




4,921Other assetsNotes receivable from affiliates


1,139




1,098Investment in unconsolidated
    affiliate


107




101Other


49




431,295




1,242Total assets

$
6,538



$
6,375LIABILITIES AND STOCKHOLDERS
    EQUITYCurrent liabilitiesAccounts payableTrade

$
99



$
85Affiliates


34




18Other


37




38Current maturities of long-term debt


300




Taxes payable


60




37Accrued interest


24




24Contractual deposits


24




21Other


47




21Total current liabilities


625




244Long-term debt, less current
    maturities


1,301




1,600Other liabilitiesDeferred income taxes


1,305




1,271Regulatory liabilities


151




170Other


48




631,504




1,504Commitments and contingenciesStockholders equityCommon stock, par value $5 per
    share; 300 shares authorized; 208 shares issued and
    outstanding







Additional
    paid-in
    capital


2,207




2,207Retained earnings


901




820Total stockholders equity


3,108




3,027Total liabilities and
    stockholders equity

$
6,538



$
6,375    2




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TENNESSEE
    GAS PIPELINE COMPANY
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In millions)
    (Unaudited)
  Six Months EndedJune 30,2006


2005Cash flows from operating
    activitiesNet income

$
81


$
45Adjustments to reconcile net
    income to net cash from operating activitiesDepreciation, depletion and
    amortization


82



80Deferred income taxes


22



18Earnings from unconsolidated
    affiliate


(6
)


(7
)Other non-cash income items


(2
)


Asset and liability changes


20



15Net cash provided by operating
    activities


197



151Cash flows from investing
    activitiesAdditions to property, plant and
    equipment


(160
)


(70
)Net change in notes receivable
    from affiliates


(41
)


(82
)Other


4



1Net cash used in investing
    activities


(197
)


(151
)Net change in cash and cash
    equivalents






Cash and cash equivalentsBeginning of period






End of period

$



$
    3




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TENNESSEE
    GAS PIPELINE COMPANY
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  1. Basis
    of Presentation and Significant Accounting Policies
  Basis
    of Presentation
  Form 10-Q Form 10-Q Form 10-K, Form 10-K.
  Significant
    Accounting Policies
  Form 10-K,
  Accounting for Pipeline Integrity Costs.
  New
    Accounting Pronouncement Issued But Not Yet Adopted
  Accounting for Uncertainty in Income Taxes. Accounting
    for Uncertainty in Income Taxes Accounting for Income Taxes, more-likely-than-not more-likely-than-not
  2. Debt
    and Credit Facilities
  Debt
   4




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##### Table of Contents



Credit
    Facilities








3. Commitments
    and Contingencies




Legal
    Proceedings




Gas Measurement Cases. re: Natural Gas Royalties Qui Tam Litigation, Will Price, et al. v. Gas Pipelines and Their Predecessors,
    et al.,




Hurricane Litigation. George Barasich, et al. v.
    Columbia Gulf Transmission Company, et al. Charles
    Villa Jr., et al. v. Columbia Gulf Transmission Company, et
    al.












Environmental
    Matters






5



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##### Table of Contents



Balance at January 1, 2006

$
32Reduction in estimated costs


(10
)Payments for remediation activities


(1
)Balance at June 30, 2006

$
21     PCB Cost Recoveries. pre-collected pre-collected,
  CERCLA Matters.
   6




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##### Table of Contents







Guarantees




Form 10-K




4. Investment
    in Unconsolidated Affiliate and Transactions with
    Affiliates




Investment
    in Unconsolidated Affiliate








|                                                     |  |               |   |  |                  |   |   |      |  |   |      |  |  |   |   | 
|---------------------------------------------------- |  | ------------- | - |  | ---------------- | - | - | ---- |  | - | ---- |  |  | - | - | 
|                                                     |  | Quarter Ended |   |  | Six Months Ended |  
|                                                     |  | June 30,      |   |  | June 30,         |  
|                                                     |  | 2006          |   |  | 2005             |   |   | 2006 |  |   | 2005 | 
|                                                     |  | (In millions) |  
|                                                    
|Operating results data:                              |  |               |   |  |                  |   |   |      |  |   |      |  |  |   |   | 
|Operating revenues                                   |  | $             | 5 |  |                  | $ | 5 |      |  | $ | 9    |  |  | $ | 9 | 
|Operating expenses                                   |  |               | 2 |  |                  |   | 2 |      |  |   | 4    |  |  |   | 4 | 
|Income from continuing operations
    and net income |  |               | 3 |  |                  |   | 4 |      |  |   | 6    |  |  |   | 7 | 





Transactions
    with Affiliates




Cash Management Program. short-term




Taxes.




Other Affiliate Balances.




|                                          |  |               |     |  |              |   |     | 
|----------------------------------------- |  | ------------- | --- |  | ------------ | - | --- | 
|                                          |  | June 30,      |     |  | December 31, |  
|                                          |  | 2006          |     |  | 2005         |  
|                                          |  | (In millions) |    
|                                         
|Accounts and notes
    receivable  other |  | $             | 11  |  |              | $ | 11  | 
|Non-current note receivable               |  |               | 403 |  |              |   | 401 | 
|Contractual deposits                      |  |               | 7   |  |              |   | 7   | 
|Other non-current liabilities             |  |               | 1   |  |              |   | 1   | 





Affiliate Revenues and Expenses.


7



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##### Table of Contents







|                                                               |  |               |    |  |                  |   |    |      |  |   |      |  |  |   |    | 
|-------------------------------------------------------------- |  | ------------- | -- |  | ---------------- | - | -- | ---- |  | - | ---- |  |  | - | -- | 
|                                                               |  | Quarter Ended |    |  | Six Months Ended |  
|                                                               |  | June 30,      |    |  | June 30,         |  
|                                                               |  | 2006          |    |  | 2005             |   |    | 2006 |  |   | 2005 | 
|                                                               |  | (In millions) |   
|                                                              
|Revenues from affiliates                                       |  | $             | 6  |  |                  | $ | 7  |      |  | $ | 11   |  |  | $ | 12 | 
|Operation and maintenance expenses
    from affiliates         |  |               | 12 |  |                  |   | 14 |      |  |   | 22   |  |  |   | 27 | 
|Reimbursements of operating
    expenses charged to affiliates |  |               | 20 |  |                  |   | 20 |      |  |   | 40   |  |  |   | 39 | 







8



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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q. Form 10-K, Form 10-Q.
  Results
    of Operations
    2006


2005(In millions, exceptvolume amounts)Operating revenues

$
424


$
387Operating expenses


(261
)


(265
)Operating income


163



122Earnings from unconsolidated
    affiliate


6



7Other income, net


6



2EBIT


175



131Interest and debt expense


(65
)


(65
)Affiliated interest income, net


21



7Income taxes


(50
)


(28
)Net income

$
81


$
45Throughput volumes (BBtu/d)


4,721



4,668     EBITRevenue


Expense


Other


ImpactFavorable/(Unfavorable)(In millions)Gas not used in operations,
    revaluations and other natural gas sales

$
29


$
2


$



$
31Higher services revenues


11











11Lower general and administrative
    expenses






11







11Hurricanes Katrina and Rita






(7
)






(7
)Environmental reserve adjustment






3







3Other(1)


(3
)


(5
)


3



(5
)Total impact on EBIT

$
37


$
4


$
3


$
44     (1)
    Consists of individually insignificant items. 9




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Gas Not Used in Operations, Revaluations and Other Natural
    Gas Sales. Form 10-K.
  Higher Services Revenues.
  Lower General and Administrative
    Expenses.
  Hurricanes Katrina and Rita.
  Environmental Reserve Adjustment.
  Expansions. ConneXion-New
  Triple-T Form 10-K.
  Affiliated
    Interest Income, Net
    Income
    Taxes
  Six Months EndedJune 30,2006


2005(In millions,except for rates)Income taxes

$
50


$
28Effective tax rate


38
%


38
%    10




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##### Table of Contents



Liquidity
    and Capital Expenditures
  Liquidity
    Overview
  non-current
      Debt
    Capital
    Expenditures
        Commitments
    and Contingencies
   11




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##### Table of Contents



Item
    3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-Q.
  Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
      Changes
    in Internal Control Over Financial Reporting
   12




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##### Table of Contents



PART
    II  OTHER INFORMATION Item 1. Legal
    Proceedings  Form 10-K
 Item 1A. Risk
    Factors CAUTIONARY
    STATEMENTS FOR PURPOSES OF THE SAFE HARBOR
    PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
    1995    Form 10-K.
 Item 2. Unregistered
    Sales of Equity Securities and Use of Proceeds  Form 10-Q.
 Item 3. Defaults
    Upon Senior Securities  Form 10-Q.
 Item 4. Submission
    of Matters to a Vote of Security Holders  Form 10-Q.
 Item 5. Other
    Information   13




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##### Table of Contents



Item 6. Exhibits    ExhibitNumber



Description10
.A



Amended and Restated Credit
    Agreement dated as of July 31, 2006, among El Paso
    Corporation, Colorado Interstate Gas Company, El Paso
    Natural Gas Company, Tennessee Gas Pipeline Company, the several
    banks and other financial institutions from time to time parties
    thereto and JPMorgan Chase Bank, N.A., as administrative agent
    and as collateral agent. (Exhibit 10.A to our Current
    Report on
    Form 8-K,
    filed with the SEC on August 2, 2006.)10
.B



Amended and Restated Security
    Agreement dated as of July 31, 2006, among El Paso
    Corporation, Colorado Interstate Gas Company, El Paso Natural
    Gas Company, Tennessee Gas Pipeline Company, the Subsidiary
    Guarantors and certain other credit parties thereto and JPMorgan
    Chase Bank, N.A., not in its individual capacity, but solely as
    collateral agent for the Secured Parties and as the depository
    bank. (Exhibit 10.B to our Current Report on Form 8-K,
    filed with the SEC on August 2, 2006.)*31
.A



Certification of Chief 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 Chief 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.   Undertaking
  Regulation S-K, Item 601(b),
 14




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##### Table of Contents



SIGNATURES    TENNESSEE GAS PIPELINE COMPANY
   STEPHEN
    C. BEASLEY
   Chairman of the Board and President
 (Principal Executive Officer)
   JOHN
    R. SULT
   Senior Vice President,
 Chief Financial Officer and Controller
 (Principal Accounting and Financial Officer)
 15




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##### Table of Contents



TENNESSEE
    GAS PIPELINE COMPANY
  EXHIBIT
    INDEX
    ExhibitNumber



Description10
.A



Amended and Restated Credit
    Agreement dated as of July 31, 2006, among El Paso
    Corporation, Colorado Interstate Gas Company, El Paso
    Natural Gas Company, Tennessee Gas Pipeline Company, the several
    banks and other financial institutions from time to time parties
    thereto and JPMorgan Chase Bank, N.A., as administrative agent
    and as collateral agent. (Exhibit 10.A to our Current
    Report on
    Form 8-K,
    filed with the SEC on August 2, 2006.)10
.B



Amended and Restated Security
    Agreement dated as of July 31, 2006, among El Paso
    Corporation, Colorado Interstate Gas Company, El Paso
    Natural Gas Company, Tennessee Gas Pipeline Company, the
    Subsidiary Guarantors and certain other credit parties thereto
    and JPMorgan Chase Bank, N.A., not in its individual capacity,
    but solely as collateral agent for the Secured Parties and as
    the depository bank. (Exhibit 10.B to our Current Report on
    Form 8-K, filed with the SEC on August 2, 2006.)*31
.A



Certification of Chief 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 Chief 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.